Amendment Number Three to Amending Agreement between NPS Pharmaceuticals, Inc. and Boehringer Ingelheim RCV GmbH & Co KG (February 1, 2011)

THIS AMENDMENT Number Three ("Amendment Number Three"), effective as of the 1^st day of February, 2011 ("Amendment No Three Effective Date"), is entered into

B E T W E E N:

NPS PHARMACEUTICALS, INC.
At 550 Hills Drive, 3^rd Floor, Bedminster, N.J 07921, USA
(hereinafter referred to as "NPS")

- and -

BOEHRINGER INGELHEIM RCV GmbH & Co KG
At Dr. Boehringer-Gasse 5 - 11, A-1121 Vienna, Austria

(Hereinafter referred to as "BI RCV")

WHEREAS, the Parties have entered into a COMMERCIAL MANUFACTURING AGREEMENT dated as of OCTOBER 18, 2002 (hereinafter, the "AGREEMENT") for the manufacture of NPS' proprietary product ALX- 11 (also known as PREOS®), for which the active ingredient is recombinant human parathyroid hormone eighty-four (84) amino acids ("rhPTH"); and

WHEREAS, BI RCV and NPS (the "Parties") entered into an Amending Agreement dated March 15, 2004 (hereinafter, the "AMENDING AGREEMENT"), which in addition covers the manufacture of NPS' proprietary product ALX-0600 (also known as ALX-0600® and GATTEX®) ("ALX-0600"); and

WHEREAS, the Parties entered into an Amendment Number One to the AMENDING AGREEMENT dated December 22, 2005 (hereinafter, the "Amendment Number One"); and

WHEREAS, the Parties entered into an Amendment Number Two to the AMENDING AGREEMENT dated August 28, 2007 (hereinafter, the "Amendment Number Two"); and

WHEREAS, the Parties entered into a Letter Agreement dated January 19, 2009 (hereinafter, the "Letter Agreement"); and

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WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the AGREEMENT, the AMENDING AGREEMENT, Amendment Number One, Amendment Number Two and the Letter Agreement; and

WHEREAS, as a result of discussions between the Parties, the Parties now set forth their intent to amend the AGREEMENT, the AMENDING AGREEMENT, Amendment Number One and Amendment Number Two and the Letter Agreement as follows:

Section 6.5.2 of the Amending Agreement is deleted in its entirety and replaced with the following:

"6.5.2 Interim Rolling Forecast mechanism:

As of the Amendment No Three Effective Date and for [*], the following Rolling Forecast mechanisms shall apply to the manufacture of ALX-0600 and/or rhPTH respectively.

*NPS shall have the right to make [*] such allowed change to a quantity forecasted for each quarter.

[*], the following Rolling Forecast mechanisms shall apply to the manufacture of ALX-0600 and/or rhPTH from that date and for [*].

*NPS shall have the right to make [*] such allowed change to a quantity forecasted for each quarter.

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6.3.3 Commercial Rolling Forecast

Subsequent to the Interim Rolling Forecast mechanism, the commercial forecasting mechanism as set forth in the table below shall apply to the supply of ALX-0600 and/or rhPTH ("Commercial Rolling Forecast"); provided, that the Commercial Rolling Forecast shall not apply to any quarter that has already been included in an Interim Rolling Forecast.

*NPS shall have the right to make [*] such allowed change to a quantity forecasted for each quarter."

Under the Letter Agreement the Parties agreed upon sliding scale prices for rhPTH and ALX-0600. As of the Amendment No Three Effective Date the applicable prices for rhPTH and ALX-0600 shall be as follows:

4.1 [*] Prices

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For every calendar year in which the conditions of [*] are fulfilled for ALX-0600 the following prices shall apply:

1 price basis 2011, subject to annual inflation adjustment in accordance with Attachment E to the Agreement.

Gross price includes [*].

4.2 Fall Back Prices:

In every calendar year where the conditions of [*] are not met the prices as set forth in the Letter Agreement, Attachment 1 and Attachment 2 shall apply.

All other terms and conditions of the AGREEMENT, the AMENDING AGREEMENT, the Letter Agreement, Amendment Number One and Amendment Number Two shall remain in full force and effect. In the event of any conflict and/or inconsistency between the terms and conditions of this Amendment Number Three and the terms and conditions of the AGREEMENT, the AMENDING AGREEMENT, Amendment Number One, Amendment

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Number Two or the Letter Agreement, this Amendment Number Three shall govern and take precedence.

IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be executed as of the date first written above.

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