<PAGE>
EXHIBIT 10.12
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement ("Amendment"), effective as of
July 28, 2000, is made by and between NANOGEN, INC., a Delaware corporation (the
"Company"), and MICHAEL D. MOORE (the "Executive").
RECITALS
WHEREAS, the Company and Executive have entered into an Employment
Agreement, dated June 15, 2000 (the "Employment Agreement"); and
WHEREAS, the Company and Executive wish to amend the Employment Agreement
as described herein.
NOW, THEREFORE, the Company and Executive, in consideration of the
Executive's continued employment with the Company, agree as follows:
TERMS
1. SECTION 280G. In Article III, Section E SECTION 280G relating to
restrictions on payments made pursuant to the Employment Agreement that may
be considered "excess parachute payments" during Change of Control events
as defined therein, shall be deleted in its entirety.
2. REMAINDER OF AGREEMENT. The other terms and conditions contained in the
Employment Agreement shall remain in effect pursuant to the Employment
Agreement and such terms and conditions, where applicable, shall also
govern this Amendment.
3. GOVERNING LAW. This Amendment shall be construed in accordance with the
laws of the State of California, notwithstanding its conflicts of law
provisions.
4. EXECUTIVE ACKNOWLEDGMENT. Executive acknowledges (a) that he has consulted
with or has had the opportunity to consult with independent counsel of his
own choice concerning this Amendment, and has been advised to do so by the
Company, and (b) that he has read and understands this Amendment, is fully
aware of its legal effect, and has entered into it freely based on his own
judgment.
5. COUNTERPARTS. This Amendment may be executed in one or more counterparts,
all of which taken together constituted one and the same agreement.
<PAGE>
Executed by the parties as of the day and year first above written.
NANOGEN, INC.
By: /s/ HOWARD C. BIRNDORF
----------------------------
Howard C. Birndorf
Chairman and Chief
Executive Officer
EXECUTIVE
/s/ MICHAEL D. MOORE
-------------------------------
Michael D. Moore
