Exhibit No. 10.68
WAIVER
Reference is made to the Employment Agreement dated as of November 6,
1996 between Seragen, Inc. (the "Company") and the undersigned, as amended by an
Amendment No. 1 to Employment Agreement dated as of December 18, 1996 between
the Company and the undersigned (together the "Agreement"). Pursuant to the
Agreement, the Company agreed to file a registration statement on Form S-8 (the
"Registration Statement") registering under the Securities Act of 1993 all
shares issued or to be issued pursuant to the exercise of the stock options
granted to Prior pursuant to the Agreement on or before January 6, 1997.
The undersigned hereby waives with respect to the Agreement the
Company's obligation to file the Registration Statement by the January 6, 1997
deadline, and agrees that the Company shall have met its obligation to file the
Registration Statement if the Registration Statement is filed on or before July
1, 1997.
Except as expressly waived herein, all other obligations of the Company
contained in the Agreement shall remain in full force and in effect.
EXECUTED as of the 6th day of January, 1997.
/s/ Reed R. Prior
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Reed R. Prior
