EXHIBIT 10.20(B)
AMENDMENT
TO
STOCK OPTION AGREEMENT
AMENDMENT made this 29th day of January to the Stock Option Agreement
between ▇▇▇▇▇▇ Pharmaceuticals, Inc. (the "Company") (as successor to the Royce
Laboratories, Inc. ("Royce") options) and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") dated
July 8, 1991(the "Option").
WITNESSETH:
WHEREAS, the Option is a nonstatutory option and the Option expires and
becomes non-exercisable on the date that ▇▇▇▇▇▇▇ resigns from the employ of
Royce ;
WHEREAS, ▇▇▇▇▇▇▇ will be resigning from Royce effective January 30, 1998
(the "Termination Date"); and
WHEREAS, ▇▇▇▇▇▇▇ desires and the Company is willing to extend the period
during which the Option may be exercised for a period ending on April 30, 1998,
which is 90 days following the Termination Date.
NOW, THEREFORE, for good and valuable consideration, Section 2.2 of the
Option is hereby amended to read as follows:
2.2 DISCHARGE OR RESIGNATION.
(a) If an Optionee ceases to be an employee of the Company, by reason of
the fact that he is discharged for cause, as determined solely and
exclusively by the committee appointed by the Board to administer
this Option (the "Committee"), all rights of the Optionee to exercise
the Options granted hereunder shall terminate, lapse and be forfeited
at the time of Optionee's termination of employment.
(b) If an Optionee ceases to an employee of the Company by reason of his
resignation or voluntary action, all rights of Optionee to exercise
the Options granted hereunder shall terminate, lapse and be forfeited
on the date which is 90 days following such resignation or voluntary
action.
The Option shall remain in full force and effect in all other respects.
This Amendment shall be effective immediately.
IN WITNESS WHEREOF, the parties have executed this Amendment in multiple
counterparts, each of which shall be treated as an original, as of the day and
year first written above.
ATTEST: ▇▇▇▇▇▇ PHARMACEUTICALS, INC.
____________________________ By _____________________________
Its________________________
OPTIONEE:
_________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇