Exhibit 10.36
RENOVIS, INC.
AMENDMENT OF EMPLOYMENT
COMMENCEMENT
NONSTATUTORY STOCK OPTION
AGREEMENT
THIS AMENDMENT OF
EMPLOYMENT COMMENCEMENT NONSTATUTORY STOCK OPTION AGREEMENT (the
“Amendment”) is entered into as of this 3
rd
day of
January, 2007 (the “Effective Date”), between Marlene
F. Perry (the “Optionee”) and Renovis, Inc., a Delaware
corporation (the “Company”).
RECITALS
WHEREAS, the Optionee has previously
been granted an option to purchase 43,496 shares of the
Company’s common stock (the “Option”) pursuant to
an Employment Commencement Nonstatutory Stock Option Agreement
between the Company and the Optionee, effective as of
October 5, 2004 and the related Stock Option Grant Notice
(together, the “Option Agreement”); and
WHEREAS, the parties wish to amend
the Option Agreement to clarify the effect of certain changes in
capitalization of the Company on the Option, pursuant to the terms
and conditions set forth below.
AGREEMENT
NOW THEREFORE, in consideration of
the foregoing and the mutual agreements contained herein and
intending to be legally bound hereby, the parties hereby agree as
follows, effective as of the Effective Date:
1. Definition of Equity
Restructuring . For purposes of this Amendment, “Equity
Restructuring” means a non-reciprocal transaction between the
Company and its stockholders, such as a stock dividend, stock
split, spin-off, rights offering or recapitalization through a
large, nonrecurring cash dividend, that affects the shares of Stock
(or other securities of the Company) or the share price of Stock
(or other securities) and causes a change in the per share value of
the Stock underlying the Option.
2. Amendment of Changes in
Capital Structure Provision . Section 7 of the Option
Agreement is hereby amended as follows:
(a) Section 7(a) of
the
