Employment Offer To David U'prichard

EXHIBIT 10.14


3-Dimensional Pharmaceuticals, Inc. Eagleview Corporate Center
665 Stockton Drive, Suite 104
Exton, PA 19341


Phone: 610-458-8959
Fax: 610-458-8249
Re-Executed Copy


September 1, 1999


David C. U'Prichard, Ph.D. 121 Pine Street Philadelphia, PA 19106


Dear David:


On behalf of the Board of Directors, I am pleased to offer you the position of Chief Executive Officer with 3-Dimensional Pharmaceuticals, Inc. ("3DP" or "Company") under the following terms:


You will report to the Board of Directors of the Company and join the Board as a Director of the Company.


Your base salary will be $27,083 per month ($325,000/year).


You will be granted stock options to purchase an aggregate number of 2,064,000 shares of 3DP common stock (equal to approximately 6% of the current fully diluted equity of the Company), with options to purchase 1,720,000 of such shares having an exercise price equal to the fair value (currently $1.05) of the underlying common stock on the date of grant, and options to purchase the remaining 344,000 of such shares having an exercise price of $2.60 per share. (To the maximum extent permissible, these will be incentive stock options under the Internal Revenue Code.) As with all 3DP options, the grant will be subject to execution of a stock option agreement in the form specified by the Board and to approval of 3DP's stockholders to any increase in the number of shares that may be issued under the Company's Equity Compensation Plan. The stock option grant will be made after the stockholders approve an increase in the number of shares authorized for issuance under the Plan to allow the grant, and will be subject to such approval.


These options will vest at the rate of 25% per year beginning on the first anniversary of the grant and will have a term of 10 years, subject to the terms of the stock option agreement.


You have asked the Company to permit you to exercise these options by delivery of one or more promissory notes with unvested shares to be subject to a repurchase right by the Company at the strike price. The Company is willing to permit you to do so within six months of joining the


Company, subject to negotiation of documentation satisfactory to the Company, on the following general terms and conditions:


. The promissory notes will bear interest at the minimum rate necessary to avoid imputed interest. . The promissory notes will be secured by the shares purchased, and ...