EX-10.16 25 file017.htm AMENDMENT TO EMPLOYMENT AGREEMENT


                                                                   Exhibit 10.16

                        AMENDMENT TO EMPLOYMENT AGREEMENT

     This AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") made effective as of
December 1, 2004 by and between BioMimetic Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and Dr. Samuel E. Lynch (the "Executive").

WHEREAS, the parties hereto have executed an employment agreement (the
"Employment Agreement") dated as of November 30, 2004;

WHEREAS, the parties realized that the Employment Agreement incorrectly
reflected the intention of the parties with respect to vesting provisions of the
option grant;

WHEREAS, the parties intend by this First Amendment to amend the option vesting
provision improperly provided in the Employment Agreement;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
Company and Executive hereby agree as follows:

     1. Amendment of Employment Agreement. Section 3(c) of the Employment
Agreement is hereby deleted and shall hereafter read as follows:

          (c) Stock Options. As set forth below, the Company will grant to the
     Executive options (the "Options") to acquire sixty-eight thousand (68,000)
     shares at an exercise price of $5.20 per share. The Option grants shall
     vest according to the following schedule: (i) one-half of the Option shares
     shall vest upon the Company's receipt of FDA approval of the periodontal
     PDGF product, provided that such approval has been received on or before
     May 15, 2008; and (ii) one-half of the Option shares shall vest upon the
     Company's receipt of CE regulatory approval in Europe, provided that such
     approval has been received on or before May 15, 2008; provided however, if
     not otherwise vested, the entire option shall vest on December 1, 2009.

          Such Option grant shall be made pursuant to an Incentive Stock Option
     Agreement ("ISO Agreement") between the Company and the Executive to the
     extent the Executive is eligible for incentive options under applicable tax
     laws and, with respect to any excess, or in the event the Executive is not
     eligible for incentive stock options, a Non-Qualified Stock Option
     Agreement ("NQSO Agreement") between the Company and the Executive. In all
     events each such Option shall be subject to the terms and conditions of the
     respective ISO Agreement or NQSO Agreement, as applicable, as well as the
     Company's 2001 Stock Option Plan, as the same may be amended from time to
     time.

     2. Validity of Employment Agreement. All provisions of the Employment
Agreement not herein amended shall continue to be in full force and effect.

     3. Miscellaneous. This Amendment, together with the Employment Agreement,
constitute the entire agreement of the parties with respect to the subject
matter hereof, shall be



construed in accordance with the laws of the State of Tennessee and may only be
amended by means of a writing executed by the parties hereto.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                                             EXECUTIVE


                                             /s/ Samuel E. Lynch
                                             -----------------------------------
                                             Dr. Samuel E. Lynch


                                             BIOMIMETIC PHARMACEUTICALS, INC.


                                             /s/ Gary D. Stevenson
                                             -----------------------------------
                                             Gary D. Stevenson, Chair of
                                             Compensation Committee of Board of
                                             Directors