SYNAPTIC PHARMACEUTICAL CORP
KPM SEPARATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>3
<FILENAME>k2001ex10p33.txt
<DESCRIPTION>KPM SEPARATION AGREEMENT
<TEXT>

                                                                 Exhibit 10.33
                                                                 -------------

                              SEPARATION AGREEMENT


     This Separation Agreement (the "Agreement") is entered into effective as of
November 26, 2001 (the "Effective Date"), by and between Synaptic Pharmaceutical
Corporation  (the  "Company"),  a  Delaware  corporation,  and Dr.  Kathleen  P.
Mullinix (the "Executive").

     WHEREAS, the Executive was employed by the Company pursuant to an Executive
Employment Agreement dated October 1, 1997 that expired pursuant to its terms on
October 1, 2001; and

     WHEREAS,  the Company  wishes to continue to employ the Executive  upon the
terms and subject to the conditions set forth herein,  and the Executive desires
to enter into this  Agreement  and accept such  employment,  upon such terms and
conditions.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained herein, the parties hereto, each intending to be legally bound hereby,
agree as follows:

                                   ARTICLE I

                             EMPLOYMENT OF EXECUTIVE


     1.1 Employment.  The Executive hereby resigns, effective as of the close of
business on November 26, 2001,  her position as the Chairman of the Board of the
Board of Directors of the Company.  Subject to the terms and  conditions of this
Agreement,  the Company  agrees to employ the  Executive on a full time basis to
serve as the President and Chief Executive Officer of the Company and to perform
such other duties as may  reasonably be assigned to Executive  from time to time
by the Board of Directors of the Company (the "Board") for the period commencing
on the  Effective  Date and  terminating  on December 31, 2002,  unless  earlier
terminated as herein  provided (the "Term").  The Executive  hereby accepts such
employment  for the  Term.  Notwithstanding  the  above,  immediately  upon  the
appointment  of the  Successor  (as defined  below),  the Term shall end and the
Executive shall (a) resign as the President and Chief  Executive  Officer of the
Company, (b) resign as an officer of the Company and any subsidiary or affiliate
of the Company,  (c) resign as a director of the Company and any  subsidiary  or
affiliate of the Company, (d) resign as a fiduciary with respect to the Company,
and any subsidiary or affiliate of the Company, including without limitation, as
any trustee,  fiduciary or  administrator  of any employee  pension,  welfare or
incentive  benefit  plan,  and (e) resign as an employee of the Company,  unless
requested  by the  Board in  writing  to remain as an  at-will  employee  of the
Company for no more than ninety days after the appointment of the Successor.

     1.2 No Conflicting  Commitments.  During the period of the Executive's full
time  employment  with  the  Company,  the  Executive  will  not  undertake  any
commitments which impair,  or which could reasonably be expected to impair,  the
Executive's performance of her duties as a full time employee of the Company.

<PAGE>

     1.3 Assist in  Recruiting  a  Successor  to the  Executive.  The  Executive
acknowledges  that the Company is actively  seeking a successor to the Executive
as the Chief Executive  Officer and President of the Company (the  "Successor").
In addition to her other duties and  responsibilities  hereunder,  the Executive
shall assist the Board or any  committee  appointed by the Board in  recruiting,
and transitioning  to, the Successor,  in any manner the Board or such committee
reasonably requests.  The Executive understands and agrees that she shall not be
a member of any such committee of the Board formed to recruit the Successor.

     1.4 Resignation Letter.  Concurrently herewith, the Executive shall execute
and deliver to Baker Botts L.L.P. a letter dated November 26, 2001,  pursuant to
which she resigns from her  position as Chairman of the Board of the Board,  and
an executed,  but undated letter  resigning her positions as President and Chief
Executive  Officer of the Company,  as an officer and/or employee of the Company
and any subsidiary or affiliate of the Company, as a director of the Company and
any subsidiary or affiliate of the Company and as a fiduciary of the Company and
any  subsidiary  or  affiliate  of the  Company,  as more  fully and  completely
provided in Section 1.1 above.


                                   ARTICLE II

                                  COMPENSATION


     2.1 For all services to be rendered by the  Executive as an employee to the
Company  during the Term, the Company shall during the Term pay to the Executive
the compensation and provide for the Executive the benefits set forth below, for
so long as the Executive remains an employee of the Company:

     2.1.1 Base Salary.  During the Term, the Company shall pay to the Executive
a base salary of (a) $300,000 per annum for the remainder of calendar year 2001,
and (b) $325,000 per annum thereafter, payable in substantially equal bi-monthly
installments.

     2.1.2  Bonuses.  The Executive  shall receive a cash bonus for the calendar
year ending  December 31, 2001 in an amount  equal to $150,000.  Such cash bonus
will be payable to the Executive no later than February 15, 2002.

     2.1.3 Fringe Benefits.  During the Term and in addition to Executive's base
salary and bonuses,  the Company shall provide the Executive and the Executive's
dependents  medical  insurance  and such other  benefits as are  generally  made
available by the Company to its other full time executive employees,  including,
to the extent  maintained  by the  Company,  health and dental  insurance,  life
insurance, disability insurance and 401(k) savings plan.

     2.1.4 Additional  Remuneration.  During the Term the Executive shall remain
eligible to receive  additional bonus payments or to be granted stock options in
addition to those to be awarded under Section 2.2.1 below,  as determined by the
Board in its sole discretion.

<PAGE>

     2.2 Stock Options

     2.2.1 Concurrently herewith, the Company will grant the Executive an option
to  purchase  150,000  shares of the common  stock of the Company  (the  "Option
Shares")  at an exercise  price per share  equal to the fair  market  value of a
share of the Company's common stock on the date of grant (the "Option").  Except
as otherwise  provided  herein,  the Option shall be granted under, and shall be
subject to the terms and  conditions  of, the  Company's  1996  Incentive  Share
Option Plan (the "Option Plan") and the Incentive Share Option Agreement entered
into by the  Company  and the  Executive  as of the date of grant  (the  "Option
Agreement").  The Option is intended to qualify as an  "incentive  stock option"
within the  meaning of Section  422 of the  Internal  Revenue  Code of 1986,  as
amended,  to the maximum  extent  permissible.  The Option shall vest and become
exercisable as to 100% of the underlying Options Shares on December 31, 2002, if
the  Executive  is an employee of the Company on December  31,  2002;  provided,
however,  that, if the Successor is appointed prior to December 31, 2002, and if
(a) the Executive's  employment has not been terminated  under Sections 3.1.1 or
3.1.2 below prior to such  appointment,  (b) the Executive  has not  voluntarily
terminated her employment under Section 3.1.5 below prior to such appointment or
(c) been  terminated by the Company for Cause under Section 3.1.3 below prior to
such appointment, 100% of (i) the Option Shares and (ii) all options to purchase
capital stock of the Company then held by the Executive shall  immediately  vest
and  become  exercisable  on the date of such  appointment.  If the  Executive's
employment  is  terminated  under  Sections  3.1.1 or 3.1.2,  or by the  Company
without  Cause  under  Section  3.1.4  below  prior  to the  appointment  of the
Successor,  50% of the Option Shares shall vest and become exercisable as of the
date  of  such  termination.   If  the  Executive's  employment  is  voluntarily
terminated  by the  Executive  under Section 3.1.5 below or is terminated by the
Company for Cause under  Section  3.1.3  below prior to the  appointment  of the
Successor, no portion of the Option Shares shall vest or become exercisable.

     2.2.2 Upon termination of the Executive's employment, the Board may, in its
sole  discretion,  extend and/or to the extent required by applicable law or the
Plan,  recommend to the  Company's  stockholders  that they vote to extend,  the
exercise period of any or all of the options to purchase shares of capital stock
of the Company granted to the Executive; provided, however, that no extension of
the  exercise  period  shall  extend  beyond 10 years  from the date of the said
option's grant. In addition, upon termination of the Executive's employment, the
Board may, in its sole discretion,  extend the post-termination  exercise period
of all or a  portion  of the  Option,  taking  into  account  the  nature of the
Executive's  termination,  whether it was an amicable and constructive  parting,
and the  degree  to which the  Executive  has  cooperated  and  assisted  in the
recruitment of the Successor and complied with her duties,  responsiblities  and
obligations hereunder.

     2.3  Reimbursement  of  Expenses.  During  the  Term  , the  Company  shall
reimburse  the  Executive  for  reasonable  business  expenses  incurred  in the
performance of her duties hereunder.

     2.4  Withholding.  Payment of all  compensation,  bonuses and other amounts
under this Agreement,  shall be subject to, and net of, any amounts  required to
be withheld under  applicable  law or as the Executive has expressly  authorized
any voluntary withholdings.


<PAGE>
     2.5 Legal Fees. If a claim for any payment or benefit under this  Agreement
is disputed,  the Executive shall be reimbursed for all reasonable attorney fees
and expenses  incurred by the Executive if the Executive  prevails in such claim
against the Company.  In addition,  the Executive  shall be  reimbursed  for all
reasonable  legal  fees  and  related  expenses  incurred  by the  Executive  in
connection with the review and negotiation of this Agreement.


                                  ARTICLE III

                                EARLY TERMINATION


     3.1 Early Termination.  The Executive's  employment  hereunder and the Term
shall terminate upon the occurrence of any of the following events:

     3.1.1 The Executive's death or legal incapacity;  or The termination of the
Executive's employment hereunder by the Board, at its option, to be exercised by
written  notice to the  Executive,  upon the  Executive's  other  incapacity  or
inability (as the Board, in its sole  discretion  determines) to further perform
services  as  contemplated  herein  because the  Executive's  physical or mental
health shall have become  impaired so as to make it impossible or impractical to
perform the duties and responsibilities contemplated hereunder; or

     3.1.3 The termination of the  Executive's  employment for Cause (as defined
below) by the Board,  at its option,  to be exercised  by written  notice to the
Executive.  As used in this  Article  III,  termination  by the  Company  of the
Executive's  employment for "Cause" shall mean  termination upon (i) the willful
and continued failure by the Executive to substantially  perform the Executive's
duties  with  the  Company  (other  than  any such  failure  resulting  from the
Executive's  incapacity  due to  physical  or mental  illness as  determined  in
accordance   with  Section  3.1.2)  after  a  written  demand  for   substantial
performance is delivered to the Executive by the Board,  which  specifically and
in reasonable  detail identifies the manner in which the Board believes that the
Executive has not  substantially  performed the Executive's  duties,  and if the
Executive has not cured such alleged  non-performance  within fifteen days after
receipt of such demand to the  satisfaction  of the Board,  (ii) the Executive's
willful  failure to fulfil her obligations in a material way pursuant to Article
I, (iii) the willful engaging by the Executive in misconduct which is materially
injurious to the  Company,  monetarily  or  otherwise,  or (iv) the  Executive's
conviction of a felony; or

     3.1.4 The termination of the Executive's employment hereunder by the Board,
at its option,  without Cause (other than pursuant to Sections  3.1.1 or 3.1.2),
to be exercised by delivery of written notice from the Company to the Executive;
or

     3.1.5  The  termination  of the  Executive's  employment  hereunder  by the
Executive,  to be exercised by delivery of 30 days prior written notice from the
Executive to the Company.

<PAGE>


     3.2 Adjustments  Upon Early  Termination.  Subject to Section 3.3 below and
Section 2.2.1 above, and notwithstanding any other provision in any stock option
agreement or restricted stock purchase  agreement  between the Executive and the
Company to the contrary:

     3.2.1 If,  during the Term,  the  Executive's  employment  with the Company
terminates  prior to the appointment of the Successor  pursuant to Section 3.1.1
or 3.1.2.  (a) all  payments  and  benefits  provided  to  Executive  under this
Agreement  shall  immediately  cease to accrue as of the date of  termination of
employment and (b) all stock options (other than the Option which is governed by
Section 2.2.1 above) and  restricted  stock in the Company held by the Executive
on that date shall become  immediately  exercisable or vest, as the case may be,
on that date, and all stock options (other than the Option) shall continue to be
exercisable for 120 days from such date or for such longer period as their terms
may provide.  In addition,  any Option  Shares that have already  vested on such
date will  remain  exercisable  for 120 days  from such date or for such  longer
period as their terms may provide.

     3.2.2 If the Executive's  employment with the Company  terminates  prior to
the  appointment  of the  Successor  pursuant  to Section  3.1.3 or,  subject to
Section 3.2.3 (B) below,  Section 3.1.5, (a) all payments and benefits  provided
to the Executive  under this Agreement shall  immediately  cease to accrue as of
the date of termination  of employment and (b) all further  vesting of all stock
options and restricted  stock in the Company  (including the Option) held by the
Executive on that date shall  immediately cease as of the date of termination of
employment and thereafter such stock options, to the extent so vested,  shall be
exercisable in accordance with the applicable  Incentive Stock Option  Agreement
by and between the Executive and the Company.

     3.2.3 If (A) the Executive's  employment with the Company terminates during
the Term (1)  pursuant  to  Section  3.1.4 or (2) after the  appointment  of the
Successor for any reason,  or (B) the Executive  remains employed by the Company
through  December 31, 2002,  the Successor is not appointed by such date and the
Term is not extended pursuant to a written agreement between the Company and the
Executive:

     (a) the Company shall,  contingent on and subsequent to the receipt and the
effectiveness  of  the  release  described  in  Section  7.1  below,  pay to the
Executive  a  single  lump  sum  cash  payment,  within  30 days  following  the
effectiveness of such release, equal to $650,000;

     (b) all  benefits  provided to the  Executive  under this  Agreement  shall
immediately cease to accrue as of the date of termination;

     (c) all stock  options  (other than the Option which is governed by Section
2.2.1 above) and  restricted  stock in the Company held by the Executive on that
date shall become immediately  exercisable or vest as of the date of termination
of  employment  and  thereafter  such  stock  options  shall be  exercisable  in
accordance with the applicable  Incentive Stock Option  Agreement by and between
the Executive and the Company; and

<PAGE>

     (d) the Company shall,  contingent on and subsequent to the receipt and the
effectiveness  of the  release  described  in Section 7.1 below,  reimburse  the
Executive for COBRA premiums (on a tax grossed up basis) for two years after the
date of termination. If that period is longer than the period of the Executive's
COBRA  coverage,  the Company  shall  reimburse  the Executive for any non-COBRA
medical insurance  premiums which she incurs (on a tax grossed up basis) for the
remainder  of such period,  up to a maximum  monthly cost equal to two times the
sum of (i) the Executive's  monthly COBRA premium,  and (ii) the Executive's tax
gross-up  payment for such monthly COBRA premium;  provided,  however,  that the
Company  shall  not be  obligated  in any  manner  to assist  the  Executive  in
obtaining any such non-COBRA  medical insurance and the Company does not warrant
or guarantee  that any such  insurance will be available to or obtainable by the
Executive.

This Section 3.2 is intended to override any inconsistent provisions of any
other option or stock purchase agreement entered into prior to the date of
execution of this Agreement.

     3.3 Special  Rules  Regarding  Continuation  of  Benefits.  Notwithstanding
anything  contained  in Section 3.2 to the  contrary,  the Company  shall not be
required upon the Executive's termination of employment to continue any benefits
under any plan,  program or arrangement  of the Company  unless the  Executive's
continued  participation  therein  is  possible  under  the  general  terms  and
provisions of such plan, program or arrangement.

     3.4 No Duty to Mitigate.  The  Executive  shall not be required to mitigate
the amount of any payment  provided  for in  Sections  3.2.2 or 3.2.3 by seeking
other  employment  or  otherwise,  and no  payment or  benefit  provided  for in
Sections 3.2.2 or 3.2.3 shall be reduced by compensation earned by the Executive
as the result of employment by another employer after the date of termination.
 .
     3.5 Excise Tax Limitation. Notwithstanding anything to the contrary herein,
in no event shall the Company be obligated to provide payments or benefits under
this  Agreement or otherwise if, and to the extent that,  such  payments  and/or
benefits (a) would be  nondeductible  under Section 280G of the Internal Revenue
Code of 1986, as amended (the "Code"), or (b) would subject the Executive to the
20% excise tax imposed by Section 4999 of the Code. Any determination to be made
with  respect to this  Section 3.5 shall be made in good faith by the  Company's
regular independent certified public accountants.


                                   ARTICLE IV

                 COVENANTS AGAINST COMPETITION WITH THE COMPANY


     4.1  Non-solicitation  of Employees.  The Executive  agrees that during the
term of the  Executive's  employment  with the  Company  and for a period of two
years after the termination of the  Executive's  employment with the Company for
any reason, the Executive shall not directly or indirectly  recruit,  solicit or
otherwise induce or attempt to induce any employees of the Company or any of its
subsidiaries to leave the employment of the Company or any of its subsidiaries.

<PAGE>

     4.2  Non-competition.  The  Executive  agrees  that  during the term of the
Executive's  employment  with the Company and for a period of one year after the
termination of the Executive's  employment with the Company for any reason,  the
Executive  shall not  directly or  indirectly,  except as a passive  investor in
publicly  held  companies  and except for  investments  held at the date  hereof
(which were not made in breach or violation of any agreement  with the Company),
engage in  competition  with the Company or any of its  subsidiaries,  or own or
control  any  interest  in,  or act as  director,  officer  or  employee  of, or
consultant  to, any firm,  corporation  or  institution  directly or  indirectly
engaged in competition  with the Company or any of its  subsidiaries;  provided,
however,  that such period shall be reduced to six months if the  Executive  was
terminated without Cause (pursuant to Section 3.1.4) by the Company.

                                   ARTICLE V

                            CONFIDENTIAL INFORMATION


     5.1   Maintenance  of   Confidentiality.   The  Executive   recognizes  and
acknowledges  that, in connection with her employment with the Company,  she has
had and will continue to have access to valuable trade secrets and  confidential
information  of the Company and its  affiliates  including,  but not limited to,
trade  secrets,  technical  information,  processes,  computer  programs,  code,
algorithms,  formulas,  methods,  ideas,  test data,  know-how,  functional  and
technical specifications,  designs,  drawings,  passwords,  analysis,  research,
business plans, marketing, sales and pricing strategies,  customer lists and all
other  information  which if disclosed to a third party could adversely affect a
competitive advantage of the Company (collectively,  "Confidential Information")
and that such Confidential  Information is being made available to the Executive
only in connection with the furtherance of her employment with the Company.  The
Executive agrees that during the Term and thereafter, she shall not disclose any
of such Confidential Information to any person or entity, except that disclosure
of  Confidential  Information  will  be  permitted:  (i)  to  the  Company,  its
affiliates  and  their  respective  employees  or  consultants;   (ii)  if  such
Confidential  Information has previously  become available to the public through
no fault of the Executive; (iii) if required by any court or governmental agency
or body or is otherwise  required by law; or (iv) if  expressly  consented to by
the Company in writing.

     5.2 Ownership of Confidential  Information.  All records, files, memoranda,
reports,  price lists, customer lists,  drawings,  plans, sketches and documents
and the like (including but not limited to Confidential  Information),  relating
to the business of the Company or any of its  subsidiaries or affiliates,  which
the  Executive  shall use or prepare or come into contact with in the course of,
in connection  with, or as a result of employment with the Company or any of its
subsidiaries or affiliates, shall remain the Company's or such subsidiary's sole
and exclusive property.


<PAGE>
                                   ARTICLE VI

                             OWNERSHIP OF INVENTIONS


     6.1 "Invention"  Defined. As used in this Agreement,  "Invention" means any
and all  inventions,  original  works  of  authorship,  developments,  concepts,
improvements,  designs,  discoveries,  ideas,  innovations,  trademarks or trade
secrets,  whether or not  patentable or registrable  under  copyright or similar
laws  (including  but not limited to patent  rights,  copyrights,  trade  secret
rights,  Moral  Rights  (as  defined  herein),  and all other  intellectual  and
industrial  property rights of any sort throughout the world associate thereto )
and with regard to chemistry, enzymology,  biotechnology, genetic engineering or
recombinant  DNA  technology,  made,  conceived,  or first  actually  reduced to
practice by the  Executive,  alone or jointly with others,  in the course of, in
connection  with,  or as a result of service as an  executive or employee of the
Company or any of its  subsidiaries  or affiliates,  including any art,  method,
process,  machine,  manufacture,   design  or  composition  of  matter,  or  any
improvement thereof, or any variety of plant or microorganism.

     6.2  Disclosure of  Inventions.  Each  Invention  made,  conceived or first
actually reduced to practice by Executive, whether alone or jointly with others,
during the term of the  Executive's  employment  with the  Company or any of its
subsidiaries  and each Invention  made,  conceived or first actually  reduced to
practice by the Executive, whether alone or jointly with others, within one year
after the termination of the  Executive's  employment with the Company or any of
its  subsidiaries  or affiliates  which relates in any way to work performed for
the  Company or any of its  subsidiaries  or  affiliates  during the term of the
Executive's employment,  shall be promptly disclosed in writing to the Board (or
such  officer of the Company as the Board may  designate).  Such report shall be
sufficiently  complete in  technical  detail and  appropriately  illustrated  by
sketch or  diagram to convey to one  skilled  in the art of which the  invention
pertains, a clear understanding of the nature, purpose,  operations, and, to the
extent known, the physical,  chemical,  biological or electrical characteristics
of the Invention.

     6.3 Ownership of Inventions.  Each Invention,  as herein defined,  shall be
the  sole  and  exclusive   property  of  the  Company.   The  Executive  hereby
acknowledges  that  all  original  works  of  authorship  which  are made by the
Executive  (solely or jointly  with  others)  within the scope of and during the
period of the Executive's  employment with the Company and which are protectable
by  copyright  are "works  made for hire," as that term is defined in the United
States  Copyright  Act. The  Executive  hereby  understands  and agrees that the
decision whether or not to  commercialize  or market any invention  developed by
the  Executive  solely or  jointly  with  others is within  the  Company's  sole
discretion and for the Company's sole benefit and that no royalty will be due to
the Executive as a result of the Company's  efforts to  commercialize  or market
any such Invention.

     6.4 Assignment of Title.  The Executive  agrees to execute an assignment to
the Company or its nominee of the Executive's  entire right,  title and interest
in and to any  Invention,  without  compensation  beyond  that  provided in this
Agreement.  The Executive further agrees, upon the request of the Company and at
its expense,  that the Executive will execute any other  instrument and document
necessary or desirable in applying for and obtaining patents in

<PAGE>


the United States and in any foreign country with respect to any Invention.  The
Executive  further  agrees,  whether or not the Executive is then an employee of
the Company,  to cooperate to the extent and in the manner reasonably  requested
by the  Company in the  prosecution  or defense of any claim  involving a patent
covering any Invention or any litigation or other claim or proceeding  involving
any Invention covered by this Agreement,  but all expenses thereof shall be paid
by the Company.  If the Company is unable because of the  Executive's  mental or
physical incapacity or for any other reason to secure the Executive's  signature
to apply for or to pursue  any  application  for any  United  States or  foreign
patents or copyright  registrations  covering  Inventions  or original  works of
authorship  assigned  to  the  Company  as  above,  then  the  Executive  hereby
irrevocably designates and appoints the Company and its duly authorized officers
and agents as the Executive's  agent and attorney in fact, to act for and in the
Executive's behalf and stead to execute and file any such applications and to do
all other  lawfully  permitted acts to further the  prosecution  and issuance of
letters patent or copyright  registrations thereon with the same legal force and
effect as if executed by the Executive.

     6.5  Moral  Rights.  Moral  rights  shall  mean all  rights  of  paternity,
integrity,  disclosure  and withdrawal and any other rights that may be known as
or referred to as "moral rights," "artist's rights," "droit moral," or the like.
To the extent  that the  Executive  retains any Moral  Rights in any  inventions
under applicable law, she hereby ratifies and consents to any action that may be
taken with  respect to such Moral  Rights by or  authorized  by the  Company and
agrees not to assert any Moral  Rights with respect  thereto  and/or any and all
rights of termination  pursuant to Section 203(a) of the United States Copyright
Act of 1976.  Notwithstanding  the foregoing,  if such waiver of the Executive's
termination rights is deemed ineffective, then she hereby grants an irrevocable,
perpetual,  royalty-free and exclusive  license to the Inventions to the Company
after the expiration of the applicable  termination  period  pursuant to Section
203(a) of the United States  Copyright Act of 1976.  The Executive  will confirm
any such  ratifications,  consents and agreements from time to time as requested
by the Company.

                                  ARTICLE VII

                                  MISCELLANEOUS


     7.1 General Release. Upon the termination of the Executive's employment for
any reason and within five business days after the execution of this  Agreement,
the Executive shall promptly execute a general release, in each such case and at
each such time, in favor of the Company, and in form and content satisfactory to
the  Company,  whereby the  Executive,  for herself  and her  respective  heirs,
dependents,  executors,  administrators,  legal representatives,  successors and
assigns hereby releases and forever  discharges the Company,  its  subsidiaries,
and  affiliated  entities  (the  "Affiliates")  and the Company's and any of the
subsidiaries' or Affiliates' officers, directors, employees, stockholders and/or
agents  (individually and collectively  referred to as the "Company  Releasees")
from any and all actions, causes of action, suits, claims, damages, liabilities,
sums of money and demands, in law or equity, whether known or unknown, which the
Executive,  ever  had,  has of the  date  of  such  execution  and  termination,
respectively,  or  thereafter  can,  shall  or  may  have  against  the  Company
Releasees,  or any of them, for, upon or by reason of any fact, matter, cause or
thing whatsoever, or otherwise arising out of any association

<PAGE>

between the Executive, the Company and/or the Company Releasees, or any of them,
as the case may be; provided, however, that each general release shall not apply
to the Company's obligations under this Agreement.

     7.2 Public  Announcements.  The parties agree that  promptly  following the
date hereof,  the Company will issue a press release in the form attached hereto
as Exhibit A.

     7.3   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  and all of which
together shall be deemed to be one and the same instrument.

     7.4 Binding  Effect.  This  Agreement  shall inure to the benefit of and be
binding  upon the parties  hereto and their  respective  lawful  successors  and
assigns and upon the Executive's heirs and personal representatives.

     7.5  Entire  Agreement.  This  Agreement  supersedes  any prior  contracts,
understandings,  discussions and agreements, other than outstanding stock option
grants existing on the date hereof, relating to employment between the Executive
and the  Company  (including,  but not  limited  to,  the  Executive  Employment
Agreement by and between the  Executive  and the Company  dated  October 1, 1997
(the "Previous  Agreement")  and constitutes  the entire  agreement  between the
parties with respect to the subject matter hereof. The Previous Agreement has no
force or effect.  Without  limiting the foregoing or any other provision of this
Agreement, the Executive acknowledges and agrees that she has been paid in full,
and is not and  will not be  entitled  to any  further  salary,  bonus,  expense
reimbursement  or any other  payment,  benefit or other amount of any kind under
the Previous  Agreement or any other  employment or other agreement  between the
Company and the Executive (other than the existing and outstanding stock options
referred to above and any  benefits  which have  accrued but are not yet payable
under a Company sponsored  pension,  welfare or fringe benefit plan in which the
Executive  is  an  eligible   participant  or  beneficiary)   ("Former   Payment
Obligation");  and the Executive  hereby releases and discharges the Company and
its legal  representatives,  successors and assigns from all such Former Payment
Obligation. No statement, representation,  warranty or covenant has been made by
either party with respect to the subject  matter  hereof except as expressly set
forth herein.

     7.6 Assignment.  Except as otherwise  provided in Section 7.4, neither this
Agreement nor any rights or obligations  hereunder shall be assignable by either
party hereto without the prior written consent of the other party.

     7.7 Obligation of the Company's Successors.  Any successor to substantially
all of the  Company's  assets and  business,  whether by merger,  consolidation,
purchase of assets or otherwise,  shall succeed to the rights and obligations of
the Company hereunder. The Company will require any such successor, by agreement
in form and substance  satisfactory  to the Executive,  to expressly  assume and
agree to perform  this  Agreement in the same manner and to the same extent that
the  Company  would be required  to perform it if no such  succession  had taken
place.

<PAGE>

     7.8 Notices. All notices,  requests, demands and other communications to be
given pursuant to this Agreement shall be in writing and shall be deemed to have
been duly given if delivered by hand or mailed by registered or certified  mail,
return receipt requested, postage prepaid, as follows:

                           If to the Company, to:
                                         Synaptic Pharmaceutical Corporation
                                         215 College Road
                                         Paramus, New Jersey 07652
                                         Attention: Company Secretary
                           with a copy to:
                                         Robert Murray, Esq.
                                         Baker Botts L.L.P.
                                         599 Lexington Avenue
                                         New York, NY 10022-6030
                                         Stephen W. Skonieczny, Esq.
                                         Dechert
                                         30 Rockefeller Plaza
                                         New York, NY 10112

                           If  to the Executive, to:
                                         Dr. Kathleen P. Mullinix
                                         170 East 87th Street
                                         Apt. W-15-D
                                         New York, NY 10128
                           with a copy to:
                                         Robert W. Forman, Esq.
                                         Shapiro Forman Allen & Miller L.L.P.
                                         380 Madison Avenue
                                         New York, NY 10017

or such other address as either party hereto shall have  designated by notice in
writing to the other party.

     7.9  Amendments.  This Agreement may be amended,  supplemented or otherwise
modified at any time, but only by an instrument in writing signed by the parties
hereto.


<PAGE>
     7.10  Governing  Law.  This  Agreement  and the legal  relations  among the
parties hereto shall be governed by and construed in accordance with the laws of
New Jersey without regard to the principles of conflict of law thereof.

     7.11  Severability.  In case any provision hereof shall, for any reason, be
held  to be  invalid  or  unenforceable  in  any  respect,  such  invalidity  or
unenforceability shall not affect any other provision hereof, and this Agreement
shall be construed as if such invalid or  unenforceable  provision  had not been
included herein.  If any provision  hereof shall,  for any reason,  be held by a
court to be excessively broad as to duration,  geographical  scope,  activity or
subject  matter,  it shall be  construed  by limiting and reducing it to make it
enforceable to the extent compatible with applicable law as then in effect.

     7.12  Equitable  Relief.  Articles  4,  5,  6 and 7  shall  be  enforceable
notwithstanding  any right or remedy  that the  Company may have under any other
provision of this  Agreement or otherwise.  The parties agree that the remedy at
law for any breach of any such section will be  inadequate  and the Company,  in
addition to all other remedies, shall be entitled to a preliminary injunction to
restrain  such  breach  prior to the  trial of any issue  and to  temporary  and
permanent  injunction relief without the necessity of proving damages or posting
any bond.

     7.13  Non-Disparagement.  Unless otherwise required by a court of competent
jurisdiction  or pursuant to any  recognized  subpoena power or as is reasonably
necessary in connection with any  adversarial  process between the Executive and
the Company,  the Executive  agrees and promises that she will not make any oral
or written  statements  or reveal any  information  to any person,  company,  or
agency which is, or may reasonably be construed to be, negative,  disparaging or
damaging  to the  reputation  or  business  of the  Company,  its  subsidiaries,
directors,  employees,  officers or affiliates,  or which would interfere in any
way with the business  relations  between the Company or any of its subsidiaries
or  affiliates  and any of their  customers  or  potential  customers,  or their
respective  employees,  or  any  vendors,  suppliers,  joint  venture  partners,
collaborators,  or any  governmental  agency  or  authority,  or  any  of  their
respective employees. Unless otherwise required by law, regulation or a court of
competent  jurisdiction  or pursuant to any  recognized  subpoena power or as is
reasonably  necessary in connection  with any  adversarial  process  between the
Executive and the Company, the Company agrees and promises that it will not make
any oral or written statements or reveal any information to any person, company,
or agency which may be construed to be negative,  disparaging or damaging to the
reputation of the Executive.

     7.14 Survival. The terms and provisions of this Agreement shall survive the
termination of the Executive's employment,  the termination or expiration of the
Term or the  termination  of this  Agreement  for the periods of time  indicated
therein or indefinitely if no period is indicated.

     7.15  Indemnification.  The Company  agrees that if the Executive is made a
party or is  threatened  to be made a party to any action,  suit or  proceeding,
whether civil,  criminal,  administrative or investigative (a "Proceeding"),  by
reason of the fact that the  Executive  is or was a  director  or officer of the
Company  and/or any Affiliate or is or was serving at the request of the Company
and/or any Affiliate as a director, officer, member, employee or

<PAGE>

agent of another corporation or of a partnership,  joint venture, trust or other
enterprise,  including,  without  limitation,  service  with respect to employee
benefit plans,  whether or not the basis of such Proceeding is alleged action in
an official  capacity as a director,  officer,  member,  employee or agent while
serving as a director,  officer,  member, employee or agent, the Executive shall
be indemnified and held harmless by the Company to the fullest extent authorized
by Delaware  law, as the same exists or may  hereafter  be amended,  against all
Expenses incurred or suffered by the Executive in connection therewith, and such
indemnification  shall  continue as to the  Executive  even if the Executive has
ceased to be an  officer,  director  or agent,  or is no longer  employed by the
Company  and  shall  inure  to  the   benefit  of  her  heirs,   executors   and
administrators.  In addition,  expenses (including  reasonable  attorneys' fees)
incurred by the Executive in defending a Proceeding shall be paid by the Company
upon receipt of a written  undertaking  by the Executive to repay such amount to
the  Company  immediately  upon  the  determination  that the  Executive  is not
entitled to be indemnified by the Company hereunder.

     7.16  Effectiveness.   This  Agreement  shall  become  effective  upon  its
ratification  and approval by the Board after this Agreement is executed by both
the Executive and the Company.



<PAGE>



     IN WITNESS  WHEREOF,  the undersigned have duly executed and delivered this
Agreement as of the date first above written.


                             SYNAPTIC PHARMACEUTICAL CORPORATION

                             By:
                                ------------------------------------------




                             THE EXECUTIVE

                             By: /s/ Kathleen P. Mullinix
                                ------------------------------------------
                              Kathleen P. Mullinix

</TEXT>
</DOCUMENT>
