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                                                                   EXHIBIT 10.2


                       INTRABIOTICS PHARMACEUTICALS, INC.

                   AMENDED AND RESTATED 1995 STOCK OPTION PLAN


                            ADOPTED FEBRUARY 15, 1995
                            AMENDED ON JUNE 13, 1996
                            AMENDED ON JULY 29, 1997
                           AMENDED ON OCTOBER 21, 1997
                           AMENDED ON OCTOBER 22, 1998
                            AMENDED ON JUNE 10, 1999
                          AMENDED ON JANUARY 25, 2000

         1. PURPOSE OF THE PLAN. The purposes of this Amended and Restated 1995
Stock Option Plan are to attract and retain the best available personnel for
positions' of substantial responsibility, to provide additional incentive to the
Employees and Consultants of the Company and to promote the success of the
Company's business.

         Options granted hereunder may be either Incentive Stock Options or
Nonstatutory Stock Options, at the discretion of the Board and as reflected in
the terms of the written option agreement.

         2. DEFINITIONS. As used herein, the following definitions shall apply:

                  (a) "BOARD" shall mean the Board of Directors of the Company.

                  (b) "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

                  (c) "COMMITTEE" shall mean the Committee appointed by the
Board in accordance with paragraph (a) of Section 4 of the Plan, or, if no
Committee is appointed, then the Board.

                  (d) "COMMON STOCK" shall mean the Common Stock, $0.001 par
value per share, of the Company.

                  (e) "COMPANY" shall mean IntraBiotics Pharmaceuticals, Inc., a
Delaware corporation.

                  (f) "CONSULTANT" shall mean any person who is engaged by the
Company or any Parent or Subsidiary to render consulting services, including
serving on the Company's Scientific Advisory Board, and is compensated for such
consulting services, and any director of the Company whether compensated for
such services or not; provided that if and in the event the Company registers
any class of any equity security pursuant to Section 12 of the Exchange Act, the
term Consultant shall thereafter not include directors who are not compensated
for their services or are paid only a director's fee by the Company.

                  (g) "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" shall
mean the absence of any interruption or termination of service as an Employee or
Consultant. Continuous


                                       1.

<PAGE>

Status as an Employee or Consultant shall not be considered interrupted in the
case of sick leave, military leave or any other leave of absence approved by the
Board; provided that such leave is for a period of not more than 90 days or
reemployment upon the expiration of such leave is guaranteed by contract or
statute.

                  (h) "DISINTERESTED PERSON" shall mean a director (i) who is
not, during the one year prior to service as an administrator of the Plan
pursuant to Section 4(a), or during such service, granted or awarded equity
securities pursuant to the Plan or any other plan of the Company or any of its
affiliates except as permitted by Rule 16b-3(c)(2)(i)(A)-(D) under the Exchange
Act or (ii) who is otherwise considered to be a "disinterested person" in
accordance with Rule 16b-3(c)(2)(i), or any other applicable rules, regulations
or interpretation of the Securities Exchange Commission. Any such person shall
otherwise comply with the requirements of Rule 16b-3 under the Exchange Act.

                  (i) "EMPLOYEE" shall mean any person, including officers and
directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

                  (j) "EXCHANGE ACT" shall mean the Securities Exchange Act of
1934, as amended.

                  (k) "INCENTIVE STOCK OPTION" shall mean an Option intended to
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

                  (l) "NONSTATUTORY STOCK OPTION" shall mean an Option not
intended to qualify as an Incentive Stock Option.

                  (m) "OPTION" shall mean a stock option granted pursuant to the
Plan.

                  (n) "OPTIONED STOCK" shall mean the Common Stock subject to an
Option.

                  (o) "OPTIONEE" shall mean an Employee or Consultant who
receives an Option.

                  (p) "PARENT" shall mean a "parent corporation" whether now or
hereafter existing, as defined in Section 425(e) of the Code.

                  (q) "PLAN" shall mean this Amended and Restated 1995 Stock
Option Plan.

                  (r) "SHARE" shall mean a share of the Common Stock, as
adjusted in accordance with Section 11 of the Plan.

                  (s) "STOCK OPTION AGREEMENTS" shall mean Stock Option
Agreements and Amended and Restated Stock Option Agreements as defined in
Section 16 of the Plan.

                  (t) "SUBSIDIARY" shall mean a "subsidiary corporation" whether
now or hereafter existing, as defined in Section 425(f) of the Code.


                                       2.

<PAGE>

         3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of Section 11
of the Plan, the maximum aggregate number of Shares which may be optioned and
sold under the Plan is nine million forty-seven thousand one hundred eight
(9,047,108) Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock.

         If an Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased Shares which were subject
thereto shall, unless the Plan shall have been terminated, become available for
future grant under the Plan. Notwithstanding any other provision of the Plan,
Shares issued under the Plan and later repurchased by the Company shall not
become available for future grant or sale under the Plan.

         4. ADMINISTRATION OF THE PLAN.

                  (a) PROCEDURE. The Plan shall be administered by the Board.

                           (i) The Board may appoint a Committee consisting of
not less than two members of the Board to administer the Plan on behalf of the
Board, subject to such terms and conditions as the Board may prescribe. Once
appointed, the Committee shall continue to serve until otherwise directed by the
Board. Members of the Board who are either eligible for Options or have been
granted Options may vote on any matters affecting the administration of the Plan
or the grant of any Options pursuant to the Plan, except that no such member
shall act upon the granting of an Option to himself, but any such member may be
counted in determining the existence of a quorum at any meeting of the Board
during which action is taken with respect to the granting of Options to him.

                           (ii) Notwithstanding the foregoing subparagraph (i),
if and in any event the Company registers any class of any equity security
pursuant to Section 12 of the Exchange Act, any grants of Options to officers or
directors shall only be made by the Board, if each member of the Board is a
Disinterested Person; provided, however, if each member of the Board is not a
Disinterested Person, then grants of Options to officers or directors shall only
be made by a Committee of two or more directors, each of whom is a Disinterested
Person.

                           (iii) Subject to the foregoing subparagraphs (i) and
(ii), from time to time the Board may increase the size of the Committee and
appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies however caused, or
remove all members of the Committee and thereafter directly administer the Plan.

                  (b) POWERS OF THE COMMITTEE. Subject to the provisions of the
Plan, the Committee shall have the authority, in its discretion: (i) to grant
Incentive Stock Options or Nonstatutory Stock Options; (ii) to determine, upon
review of relevant information and in accordance with Section 8(b) of the Plan,
the fair market value of the Common Stock; (iii) to determine the exercise price
per share of Options to be granted, which exercise price shall be determined in
accordance with Section 8(a) of the Plan; (iv) to determine the Employees or
Consultants to whom, and the time or times at which, Options shall be granted
and the number of shares to be represented by each Option; (v) to interpret the
Plan; (vi) to prescribe, amend and rescind rules and regulations relating to the
Plan; (vii) to determine the terms and provisions of


                                       3.

<PAGE>

each Option granted (which need not be identical) and, with the consent of the
holder thereof, modify or amend each Option; (viii) to defer (with the consent
of the Optionee) the exercise date of any Option, consistent with the provisions
of Section 5 of the Plan; (ix) to authorize any person to execute on behalf of
the Company any instrument required to effectuate the grant of an Option
previously granted by the Board; and (x) to make all other determinations deemed
necessary or advisable for the administration of the Plan.

                  (c) Effect of Committee's Decision. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all Optionees and any other holders of any Options granted under the Plan.

         5. ELIGIBILITY.

                  (a) Nonstatutory Stock Options may be granted only to
Employees and Consultants. Incentive Stock Options may be granted only to
Employees. An Employee or Consultant who has been granted an Option may, if he
is otherwise eligible, be granted an additional Option or Options.

                  (b) When any Options designated as Incentive Stock Options
become first available for purchase, and when the aggregate of all Incentive
Stock Options granted to an Employee by the Company or any Parent or Subsidiary
would result in Shares having an aggregate fair market value (determined for
each Share as of the date of grant of the Option covering such Share) in excess
of $100,000, then upon exercise of one or more Incentive Stock Options during
any calendar year, any Options in excess of such dollar amount shall be treated
for all purposes as Nonstatutory Stock Options.

                  (c) Section 5(b) of the Plan shall apply only to an Incentive
Stock Option evidenced by an "Incentive Stock Option Agreement" which sets forth
the intention of the Company and the Optionee that such Option shall qualify as
an Incentive Stock Option. Section 5(b) of the Plan shall not apply to any
Option evidenced by a "Nonstatutory Stock Option Agreement" which sets forth the
intention of the Company and the Optionee that such Option shall be a
Nonstatutory Stock Option.

                  (d) The Plan shall not confer upon any Optionee any right with
respect to continuation of employment or consulting relationship with the
Company, nor shall it interfere in any way with his right or the Company's right
to terminate his employment or consulting relationship at any time, with or
without cause.

         6. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the stockholders of the
Company as described in Section 17 of the Plan. It shall continue in effect for
a term of ten (10) years unless sooner terminated under Section 13 of the Plan.
Termination of the Plan shall not affect the obligations of the Company or the
rights of Optionees pursuant to Options outstanding on the date of termination.

         7. TERM OF OPTION. The term of each Incentive Stock Option shall be ten
(10) years from the date of grant thereof or such shorter term as may be
provided in the Incentive Stock Option Agreement. The term of each Nonstatutory
Stock Option shall be ten (10) years from the


                                       4.

<PAGE>

date of grant thereof or such shorter term as may be provided in the
Nonstatutory Stock Option Agreement. However, in the case of an Incentive Stock
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant thereof or such shorter term as may be
provided in the Incentive Stock Option Agreement.

         8. EXERCISE PRICE AND CONSIDERATION.

                  (a) The per Share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the
Committee, but' shall be subject to the following:

                           (i) In the case of an Incentive Stock Option

                                    (A) granted to an Employee or Consultant
who, at the time of the grant of such Incentive Stock Option, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the per Share exercise price
shall be no less than 110% of the fair market value per Share on the date of
grant.

                                    (B) granted to an Employee or Consultant,
the per Share exercise price shall be no less than 100% of the fair market value
per Share on the date of grant.

                           (ii) In the case of a Nonstatutory Stock Option

                                    (A) granted to an Employee or Consultant
who, at the time of the grant of such Option, owns stock representing more than
ten percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the per Share exercise price shall be no less than
110% of the fair market value per Share on the date of the grant.

                                    (B) granted to an Employee or Consultant,
the per Share exercise price shall be no less than 85% of the fair market value
per Share on the date of grant.

                  (b) The fair market value shall be determined by the Committee
in its discretion; provided, however, that where there is a public market for
the Common Stock, the fair market value per Share shall be the mean of the bid
and asked prices (or the closing price per share if the Common Stock is listed
on the National Association of Securities Dealers Automated Quotation ("NASDAQ")
National Market System) of the Common Stock for the date of grant, as reported
in the Wall Street Journal (or, if not so reported, as otherwise reported by the
NASDAQ System) or, in the event the Common Stock is listed on a stock exchange,
the fair market value per Share shall be the closing price on such exchange on
the date of grant of the Option, as reported in the Wall Street Journal.

                  (c) The consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be determined
by the Committee and may consist entirely of cash, check or other Shares of
Common Stock which (i) either have been owned by the Optionee for more than six
(6) months on the date of surrender or were not


                                       5.

<PAGE>

acquired, directly or indirectly, from the Company, and (ii) have a fair market
value on the date of surrender equal to the aggregate exercise price of the
Shares as to which said Option shall be exercised, or any combination of such
methods of payment.

         9.       EXERCISE OF OPTION.

                  (a) PROCEDURE FOR EXERCISE. Any Option granted hereunder shall
be exercisable at such times and under such conditions as determined by the
Board, including performance criteria with respect to the Company and/or the
Optionee, and as shall be permissible under the terms of the Plan.

                           (i) STOCK OPTION AGREEMENT. Each grant of an Option
under the Plan shall be evidenced by a Stock Option Agreement.

                           (ii) EXERCISABILITY. The Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. An Option shall become exercisable at the rate of at least twenty
percent (20%) per year over five (5) years from the date the Option is granted.
Subject to the preceding sentence, the vesting of any Option shall be determined
by the Committees at its sole discretion.

                           (iii) NO FRACTIONAL SHARES. An Option may not be
exercised for a fraction of a Share.

                           (iv) EXERCISE. An Option shall be deemed to be
exercised when written notice of such exercise has been given to the Company in
accordance with the terms of the Stock Option Agreement by the person entitled
to exercise the Option and full payment for the Shares with respect to which the
Option is exercised has been received by the Company. Full payment may, as
authorized by the Committee, consist of consideration and method of payment
allowable under Section 8(c) of the Plan.

                           (v) NO RIGHTS AS A STOCKHOLDER. Until the issuance
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company) of the stock certificate evidencing
such Shares, no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
stock certificate promptly upon exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the
date the stock certificate is issued, except as provided in Section 11 of the
Plan.

                  (b) TERMINATION OF STATUS AS AN EMPLOYEE OR CONSULTANT. In the
event of termination of an Optionee's Continuous Status as an Employee or
Consultant (as the case may be), such Optionee may, at any time within thirty
(30) days or such longer period of time, not exceeding three (3) months in the
case of an Incentive Stock Option or six (6) months in the case of a
Nonstatutory Stock Option as determined by the Board (with such determination in
the case of a Incentive Stock Option being made at the time of grant of the
Option), after the date of such termination (but in no event later than the date
of expiration of the term of such Option as set forth in the Stock Option
Agreement), exercise his Option to the extent that he was entitled to exercise
it at the date of such termination. To the extent that he was not entitled to
exercise the


                                       6.

<PAGE>

Option at the date of such termination, or if he does not exercise such Option
(which he was entitled to exercise) within the time specified herein, the Option
shall terminate.

                  (c) DISABILITY OF OPTIONEE. Notwithstanding the provisions of
Section 9(b) above, in the event of termination of an Optionee's Continuous
Status as an Employee or Consultant as a result of his disability, he may, at
any time within six (6) months or such longer period of time, not exceeding
twelve (12) months as determined by the Board (with such determination in the
case of an Incentive Stock Option being made at the time of grant of the
Option), from the date of such termination (but in no event later than the date
of expiration of the term of such Option as set forth in the Stock Option
Agreement), exercise his Option to the extent he was entitled to exercise it at
the date of such termination. To the extent that he was not entitled to exercise
the Option at the date of termination, or if he does not exercise such Option'
(which he was entitled to exercise) within the time specified herein, the Option
shall terminate.

                  (d) DEATH OF OPTIONEE. In the event of the death of an
Optionee:

                           (i) during the term of an Option held by an Optionee
who was, at the time of his death, an Employee or Consultant of the Company and
who shall have been in Continuous Status as an Employee or Consultant since the
date of grant of the Option, the Option may be exercised, at any time within six
(6) months following the date of death (but in no event later than the date of
expiration of the term of such Option as set forth in the Stock Option
Agreement), by the Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent of the
right to exercise that would have accrued had the Optionee continued living and
remained in Continuous Status as an Employee or Consultant six (6) months after
the date of death, subject to the limitation set forth in Section 5(b); or

                           (ii) within thirty (30) days or such other period of
time, not exceeding three (3) months as determined by the Board (with such
determination in the case of an Incentive Stock Option being made at the time of
grant of the Option), after the termination of Continuous Status as an Employee
or Consultant, the Option may be exercised, at any time within six (6) months
following the date of death (but in no event later than the date of expiration
of the term of such Option as set forth in the Stock Option Agreement), by the
Optionee's estate or by a person who acquired the right to exercise that had
accrued at the date of termination.

         10. NON-TRANSFERABILITY OF OPTIONS. The Option may not be sold,
pledged, assigned, hypothecated, transferred or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Optionee, only by the Optionee.

         11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER. Subject to
any required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Option, and the number of shares of
Common Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option, as well as the price per share of
Common Stock covered by each such outstanding Option, shall be proportionately
adjusted for any increase or decrease in the number of issued shares of Common


                                       7.

<PAGE>

Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock or similar transaction. Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to an Option.

         In the event of the proposed dissolution or liquidation of the Company,
the Board shall notify the Optionee at least fifteen (15) days prior to such
proposed action. To the extent it has not been previously exercised, the Option
will terminate immediately prior to the consummation of such proposed action. In
the event of a merger of the Company with or into another corporation in which
the Company is not the surviving corporation or upon the sale of substantially
all of the property of the Company to another corporation or person, the
surviving corporation may assume any Options outstanding under the Plan or an
equivalent option may be substituted' by such successor employer corporation or
a parent or subsidiary of such successor corporation, if such successor
corporation agrees to assume the Options or to substitute an equivalent option.

         Notwithstanding the vesting schedules set forth in Options
outstanding under the Plan, in the event of a merger or sale of the Company
described above, (i) Options held by persons who are then Employees of the
Company shall become vested as to one-half (1/2) of the then unvested shares
subject to such Options as of the effective date of the change in control;
and (ii) the remaining invested shares under the Options held by persons who
are then Employees who are officers of the Company shall become fully vested
in the event that such officers' service with the Company is involuntarily
terminated without Cause (as defined below) or voluntarily terminated for
Good Reason (as defined below), in either case within thirteen months
following the change in control.

         For purposes of this option, "Cause" means that, in the reasonable
determination of the Company, the officer:

                  (i) has been indicted or convicted of any felony or any crime
involving dishonesty that is likely to inflict or has inflicted demonstrable and
material injury on the business of the Company;

                  (ii) has participated in any fraud against the Company; or

                  (iii) has intentionally damaged any property of the Company
thereby causing demonstrable and material injury to the business of the Company;

PROVIDED THAT Cause shall not exist based on conduct described in clause (ii) or
clause (iii) unless the conduct described in such clause has not been cured
within fifteen (15) days following the officer's receipt of written notice from
the Company specifying the particulars of the conduct constituting Cause.

         For purposes of this option, "Good Reason" means that any of the
following is undertaken without the officer's express written consent:


                                       8.

<PAGE>

                  (i) the assignment to the officer of any duties or
responsibilities that results in a significant diminution in the officer's
function as in effect immediately prior to the effective date of the change in
control; provided, however, that a mere change in the officer's title or
reporting relationships shall not constitute Good Reason;

                  (ii) a material reduction by the Company in the officer's
annual base salary, as in effect on the effective date of the change in control
or as increased thereafter;

                  (iii) any failure by the Company to continue in effect any
benefit plan or program, including fringe benefits, incentive plans and plans
with respect to the receipt of securities of the Company, in which the officer
is participating immediately prior to the effective date of the change in
control (hereinafter referred to as "Benefit Plans"); or the taking of any
action by the Company that would adversely affect the officer's participation in
or reduce the officer's benefits under the Benefit Plans; provided, however,
that "Good Reason" shall not exist under this paragraph following a change in
control if the Company offers a range of benefit plans and programs that, taken
as a whole, are comparable to the Benefit Plans; or

                  (iv) a relocation of the officer's business office to a
location more than fifty (50) miles from the location at which the officer
performs duties as of the effective date of the change in control, except for
required travel by the officer on the Company's business to an extent
substantially consistent with the officer's business travel obligations prior to
the change in control.

         12. TIME OF GRANTING OPTIONS. The date of grant of an Option shall, for
all purposes, be the date on which the Committee makes the determination
granting such Option. Notice of the determination shall be given to each
Employee or Consultant to whom an Option is so granted within a reasonable time
after the date of such grant.

         13. AMENDMENT, SUSPENSION AND TERMINATION OF THE PLAN.

                  (a) AMENDMENT AND TERMINATION. The Board may amend, suspend or
terminate the Plan at any time in such respects as the Board may deem advisable;
provided that the following revisions or amendments shall require approval of
the stockholders of the Company in the manner described in Section 17 of the
Plan:

                           (i) any increase in the number of Shares subject to
the Plan, other than in connection with an adjustment under Section 11 of the
Plan;

                           (ii) any change in the designation of the class of
persons eligible to be granted options; or

                           (iii) if the Company has a class of equity securities
registered under Section 12 of the Exchange Act at the time of such revision or
amendment, any material increase in the benefits accruing to participants under
the Plan.

                  (b) STOCKHOLDER APPROVAL. If any amendment requiring
stockholder approval under Section 13(a) of the Plan is made subsequent to the
first registration of any class


                                       9.

<PAGE>

of equity securities by the Company under Section 12 of the Exchange Act, such
stockholder approval shall be solicited as described in Section 17 of the Plan.

                  (c) EFFECT OF AMENDMENT, SUSPENSION OR TERMINATION. Any such
amendment, suspension or termination of the Plan shall not affect Options
already granted and such Options shall remain in full force and effect as if
this Plan had not been amended, suspended or terminated, unless mutually agreed
otherwise between the Optionee and the Committee, which agreement must be in
writing and signed by the Optionee and the Company.

         14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the Shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

         Any Shares issued upon exercise of an Option shall be subject to such
rights of repurchase, rights of first refusal and other transfer restrictions as
the Committee may determine. Such restrictions shall be set forth in the
applicable Stock Option Agreement and shall apply in addition to any
restrictions that may apply to holders of Shares generally.

         As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of any
such exercise that the Shares are being purchased only for investment and
without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned relevant provisions of law.

         15. RESERVATION OF SHARES. The Company, during the term of this Plan,
will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

         The inability of the Company to obtain authority from any regulatory
body having jurisdiction, which authority is deemed by the Company's counsel to
be necessary to the lawful issuance and sale of any Shares hereunder, shall
relieve the Company of any liability in respect of the failure to issue or sell
such Shares as to which such requisite authority shall not have been obtained.

         16. STOCK OPTION AGREEMENTS. All Options shall be evidenced by written
Stock Option Agreements or Amended and Restated Stock Option Agreements in such
form as the Committee shall approve. The provisions of the various Stock Option
Agreements need not be identified.

         17. STOCKHOLDER APPROVAL.

                  (a) Continuance of the Plan shall be subject to approval by
the stockholders of the Company within twelve (12) months after the date the
Plan is adopted. Any Option exercised before stockholder approval is obtained
shall be rescinded if stockholder approval is


                                      10.

<PAGE>

not obtained within twelve (12) months after the plan is adopted. Such Shares
shall not be counted in determining whether such approval is obtained.

                  (b) If and in the event that the Company registers any class
of equity securities pursuant to Section 12 of the Exchange Act, any required
approval of the stockholders of the Company obtained after such registration
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.

                  (c) If any required approval by the stockholders of the Plan
itself or of any amendment thereto is solicited at any time otherwise than as
described in Section 17(b) hereof, then the Company shall, at or prior to the
first annual meeting of stockholders held subsequent to the later of (1) the
first registration of any class of equity securities of the Company under
Section 12 of the Exchange Act or (2) the granting of an Option hereunder to an
officer or director after such registration, do the following:

                           (i) furnish in writing to the stockholders entitled
to vote for the Plan substantially the same information which would be required
(if proxies to be voted with respect to approval or disapproval of the Plan or
amendment were then being solicited) by the rules and regulations in effect
under Section 14(a) of the Exchange Act at the time such information is
furnished; and

                           (ii) file with, or marl for filing to, the Securities
and Exchange Commission four (4) copies of the written information referred to
in subsection (i) hereof not later than the date on which such information is
first sent or given to stockholders.

         18. INFORMATION TO OPTIONEES. The Company shall provide to each
Optionee, during the period for which such Optionee has one or more Options
outstanding, financial statements at least annually and copies of all annual
reports and other information which are provided to all stockholders of the
Company. The Company shall not be required to provide such information if the
issuance of Options under the Plan is limited to key employees whose duties in
connection with the Company assure their access to equivalent information.


                                      11.

<PAGE>

                          INTRABIOTICS PHARMACEUTICALS, INC.

                     AMENDED AND RESTATED STOCK OPTION AGREEMENT


       IntraBiotics Pharmaceuticals, Inc. a Delaware corporation (the
"Company"), desiring to afford an opportunity to the Grantee named below to
purchase certain shares of the Company's Common Stock, $0.001 par value, and
to provide the Grantee with an added incentive as an employee or consultant
of the Company, hereby grants to Grantee, and the Grantee hereby accepts, an
option to purchase the number of such shares optioned as specified below (the
"Option"), during the term ending at midnight (prevailing local time at the
Company's principal offices) on the expiration date of this Option specified
below, at the option exercise price specified below, subject to and upon the
following terms and conditions:

       1.     IDENTIFYING PROVISIONS.  As used in this Option, the following
terms shall have the following respective meanings:

              (a)    Grantee: < < FirstName > > < < LastName  > >

              (b)    Date of grant:  < < GrantDate > >

              (c)    Vesting start date:  < < VestingDate > >

              (d)    Number of shares optioned:  < < NumberofShares > >

              (e)    Option exercise price per share:  < < ExercisePrice > >

              (f)    Expiration date:  < < ExpirationDate > >

            This Option is not intended to be and shall not be treated as an
incentive stock option under Section 422 of the Internal Revenue Code unless
this sentence has been manually lined out and its deletion is followed by the
signature of the corporate officer who signed this Option on behalf of the
Company: __________ __________________.

       2.     TIMING OF PURCHASES.  This Option shall vest over a period of FOUR
(4) years.  This Option is not exercisable in any part until one (1) year after
the Vesting Start Date. Upon the expiration of one (1) year after the Vesting
Start Date and subject to the provisions for termination and acceleration
herein, this Option shall become exercisable in installments as follows: This
Option may not in the aggregate be exercised as to more than 25% of the total
number of shares optioned until one (1) year after the Vesting Start Date.  At
the end of each calendar month thereafter an amount equal to 1/48th of the
optioned shares shall vest and shall be subject to exercise hereunder; in each
case to the nearest whole share.  Upon the expiration of FOUR years after the
Vesting Start Date this


                                       -1-

<PAGE>

Option may be exercised as to all optioned shares for which it had not
previously been exercised, until and including the expiration date of this
Option whereupon the Option shall expire and may thereafter no longer be
exercised.

       3.     RESTRICTIONS ON EXERCISE.  The following additional provisions
shall apply to the exercise of this Option:

                     (i)    TERMINATION OF STATUS. If the Grantee's status as
an employee or consultant of the Company or a parent or subsidiary thereof is
terminated for any reason other than death, only that portion of this Option
exercisable at the time of such termination may thereafter be exercised, and
it may not be exercised more than thirty (30) days after such termination nor
after the expiration date of this Option, whichever date is sooner, unless
such termination is by reason of the Grantee's disability, in which case such
period of thirty (30) days shall be extended to six (6) months. In all other
respects, this Option shall terminate upon such termination.

                     (ii)   DEATH OF GRANTEE.  If the Grantee shall die
during the term of this Option, the Grantee's legal representative or
representatives, or the person or persons entitled to do so under the
Grantee's last will and testament or under applicable intestate laws, shall
have the right to exercise this Option, but only for the number of shares as
to which the Grantee was entitled to exercise this Option in accordance with
Section 2 hereof on the date of his death, and such right shall expire and
this Option shall terminate six (6) months after the date of the Grantee's
death or on the expiration date of this Option, whichever date is sooner.  In
all other respects, this Option shall terminate upon such death.

                     (iii)  CONTINUITY OF STATUS. This Option shall not be
exercisable by the Grantee in any part unless at all times beginning with the
date of grant and ending no more than thirty (30) days prior to the date of
exercise, the Grantee has, except for military service leave, sick leave or
other bona fide leave of absence (such as temporary employment by the United
States Government or as otherwise approved by the Board of Directors), been
in continuous service as an employee or consultant of the Company or a parent
or subsidiary thereof, except that such period of thirty (30) days shall be
six (6) months following any termination by reason of his permanent and total
disability.

       4.     NON-TRANSFERABLE.  The Grantee may not transfer this Option
except by will or the laws of descent and distribution.  This Option shall
not be otherwise transferred, assigned, pledged, hypothecated or disposed of
in any way, whether by operation of law or otherwise, and shall be
exercisable during the Grantee's lifetime only by the Grantee or his guardian
or legal representative.


                                       -2-

<PAGE>

       5.     ADJUSTMENTS AND CORPORATE REORGANIZATIONS.  Subject to the
provisions of the Company's Amended and Restated 1995 Stock Option Plan under
which this Option is granted, if the outstanding shares of the class then
subject to this Option are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities, as a result
of one or more reorganizations, recapitalizations, stock splits, reverse
stock splits, stock dividends or the like, appropriate adjustments shall be
made in the number and/or kind of shares or securities for which the
unexercised portions of this Option may thereafter be exercised, all without
any change in the aggregate exercise price applicable to the unexercised
portions of this Option, but with a corresponding adjustment in the exercise
price per share or other unit.  No fractional share of stock shall be issued
under this Option or in connection with any such adjustment.  Such
adjustments shall be made by or under authority of the Company's Board of
Directors whose determinations as to what adjustments shall be made, and the
extent thereof, shall be final, binding and conclusive.

              Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company as a result of which
the outstanding securities of the class then subject to this Option are
changed into or exchanged for cash or property or securities not of the
Company's issue, or any combination thereof, or upon a sale of substantially
all the property of the Company to another corporation or person, this Option
shall terminate, unless provision be made in writing in connection with such
transaction for the assumption of options theretofore granted under the
Amended and Restated 1995 Stock Option Plan under which this Option was
granted, or the substitution for such options of any options covering the
stock of a successor employer corporation, or a parent or subsidiary thereof,
with appropriate adjustments as to the number and kind of shares and prices,
in which event this Option shall continue in the manner and under the terms
so provided.  If this Option shall terminate pursuant to the foregoing
sentence, the Grantee shall have the right, at such time prior to the
consummation of the transaction causing such termination as the Company shall
designate, to exercise the unexercised portions of this Option to the extent
then exercisable in accordance with Section 2 hereof.

       6.     EXERCISE, PAYMENT FOR AND DELIVERY OF STOCK.  This Option may
be exercised by the Grantee or other person then entitled to exercise it by
giving five (5) business days' written notice of exercise to the Company
specifying the number of shares to be purchased and the total purchase price,
accompanied by a check to the order of the Company in payment of such price.
If the Company is required to withhold an account of any present or future
tax imposed as a result of such exercise, the notice of exercise shall be
accompanied by a check to the order of the Company in payment of the amount
of such withholding.

       7.     RIGHTS IN SHARES BEFORE ISSUANCE AND DELIVERY.  No person shall
be entitled to the privileges of stock ownership in respect of any shares
issuable upon exercise of this Option, unless and until such shares have been
issued to such person as fully paid shares.


                                       -3-

<PAGE>


       8.     REQUIREMENTS OF LAW AND OF STOCK EXCHANGES.  By accepting this
Option, the Grantee represents and agrees for himself and his transferees by
will or the laws of descent and distribution that, unless a registration
statement under the Securities Act of 1933, as amended, is in effect as to
shares purchased upon any exercise of this Option, (i) any and all shares so
purchased shall be acquired for his personal account and not with a view to
or for sale in connection with any distribution, and (ii) each notice of the
exercise of any portion of this Option shall be accompanied by a
representation and warranty in writing, signed by the person entitled to
exercise the same, that the shares are being so acquired in good faith for
his personal account and not with view to or for sale in connection with any
distribution.

              No certificate or certificates for shares of stock purchased
upon exercise of this Option shall be issued and delivered prior to the
admission of such shares to listing on notice of issuance on any stock
exchange on which shares of that class are then listed, nor unless and until,
in the opinion of counsel for the Company, such securities may be issued and
delivered without causing the Company to be in violation of or incur any
liability under any federal, state or other securities laws, any requirement
of any securities exchange listing agreement to which the Company may be a
party, or any other requirement of law or of any regulatory body having
jurisdiction over the Company.

       9.     RESTRICTED STOCK PROVISIONS.  Shares of stock issued on
exercise of this Option shall upon issuance be subject to the following
restrictions (and, as used herein, "restricted stock" means shares issued on
exercise of this Option which are still subject to the restrictions imposed
under this paragraph that have not yet expired or terminated):

              (a)    Such shares of restricted stock may not be sold or
otherwise transferred or hypothecated except pursuant to Rule 144 or an
available exemption under the Securities Act of 1933, as amended, and shall
be subject to the following right of first refusal:

                            (i)    If Grantee desires to sell any of his
       shares pursuant to a bona fide, arm's length offer from a third party
       (the "Proposed Transferee"), Grantee shall submit a written offer (the
       "Offer") to sell such shares (the "Offered Shares") to the Company on
       the same terms and conditions, including price as Grantee proposes to
       sell the Offered Shares to the Proposed Transferee.  The Offer shall
       disclose the identity of the Proposed Transferee and the number of
       Offered Shares proposed to be sold.

                            (ii)   If the Company desires to purchase all of
       the Offered Shares, the Company shall communicate in writing its
       election to purchase (an "Acceptance") to the Grantee, which
       Acceptance shall be delivered in person or mailed to the Grantee
       within twenty (20) days of the date the Offer was made.

                            (iii)  If the Company does not accept the Offer
       as provided above, the Company may assign its purchase right to
       holders of its Preferred Stock.


                                       -4-

<PAGE>


                            (iv)   If the Company and/or any purchasing
       holders of Preferred Stock do not agree to purchase all of the Offered
       Shares, then, the Offered Shares may be sold by the Grantee at any
       time within one hundred and twenty (120) days after the date the Offer
       was made.  Any such sale shall be to the Proposed Transferee, at not
       less than the price and upon other terms and conditions, if any, not
       more favorable to the Proposed Transferee than those specified in the
       Offer.  Any Offered Shares not sold within such 120-day period shall
       continue to be subject to the requirements of a prior offer pursuant
       to this Section 9(a).

              (b)    Notwithstanding (a) above, if the service status of the
Grantee with the Company is terminated for any reason other than his death,
normal or early retirement in accordance with his employer's established
retirement policies and practices, or total disability, the Company (or any
subsidiary designated by it) shall have the option for ninety (90) days after
such termination to purchase for cash all or any part of his restricted stock
at the greater of (i) the price paid therefor upon exercise of this Option,
or (ii) the Fair Market Value (as defined below) of the restricted stock on
the date of such termination.  The Company's repurchase right hereunder may
be assigned by the Company to the holders of the Company's Preferred Stock
and any other person who may be granted such a right by the Company.

              The restrictions imposed under this Section 9 shall apply as
well to all shares or other securities issued in respect of restricted stock
in connection with any stock split, reverse stock split, stock dividend,
recapitalization, reclassification, spin-off, split-off, merger,
consolidation or reorganization, but such restrictions shall expire or
terminate on the earliest to occur of the following:

                            (i)    The ninetieth (90th) day after the date on
       which shares of the same class of stock as such restricted stock first
       become publicly traded on a stock exchange or automated quotation
       system provided, however, that the Company's repurchase right shall
       terminate on the date the Company's shares become publicly traded;

                            (ii)   The tenth (10th) anniversary of the date
       of grant hereof;

                            (iii)  As to any shares for which the Company's
       ninety (90) day option to purchase upon termination of employment
       shall have become exercisable but shall expire without having been
       exercised, on the first business day of the calendar month next
       following the expiration of such ninety (90) day option period;

                            (iv)   The first business day of the calendar
       month next following the termination of the Grantee's service status
       with the Company or a subsidiary because of his death, normal or early
       retirement in accordance with his employer's established employment
       policies or practices, or total disability; or


                                       -5-

<PAGE>

                            (v)    The occurrence of any event or transaction
       upon which this Option terminates by reason of the provisions of
       Section 5 hereof.

              Any certificates evidencing shares of restricted stock may
contain such legends as the Company may deem necessary or advisable to
reflect and give effect to the restrictions imposed thereon hereunder.

              For purposes of this section, Fair Market Value of shares shall
be calculated on the basis of the closing price of stock of that class, on
the date of termination of service status with the Company (or, if such day
is not a trading day in the U.S. securities markets, on the nearest preceding
trading day), as reported with respect to the market (or the composite of the
markets, if more than one) in which such shares are then traded, or if no
such closing prices are reported on the basis of the lowest independent offer
quotation reported therefor for that day in Level 2 of NASDAQ, or if no such
quotations are reported on the basis of the most nearly comparable valuation
method as determined by the Company's Board of Directors.

       10.    AMENDED AND RESTATED 1995 STOCK OPTION PLAN.  This Option is
subject to, and the Company and the Grantee agree to be bound by, all of the
terms and conditions of the Company's Amended and Restated 1995 Stock Option
Plan (the "Plan") under which this Option was granted, as the same shall have
been amended from time to time in accordance with the terms thereof, provided
that no such amendment shall deprive the Grantee, without his consent, of
this Option or any of his rights hereunder.  Pursuant to said Plan, the Board
of Directors of the Company, or its committee established for such purposes,
is vested with final authority to interpret and construe the Plan and this
Option, and is authorized to adopt rules and regulations for carrying out the
Plan.  A copy of the Plan in its present form is available for inspection
during business hours by the Grantee or other persons entitled to exercise
this Option at the Company's principal office.

       11.    NOTICES.  Any notice to be given to the Company shall be
addressed to the Company in care of its Secretary at its principal office,
and any notice to be given to the Grantee shall be addressed to him at the
address given beneath his signature hereto or at such other address as the
Grantee may hereafter designate in writing to the company.  Any such notice
shall be deemed duly given when enclosed in a properly sealed envelope or
wrapper addressed as aforesaid, registered or certified, and deposited,
postage and registry or certification fee prepaid, in a post office or branch
post office regularly maintained by the United States Postal Service.

       12.    LAWS APPLICABLE TO CONSTRUCTION.  This Agreement has been
executed and delivered by the Company in the State of California, and this
Agreement shall be construed and enforced in accordance with the laws of said
State.

     IN WITNESS WHEREOF, the Company has granted this Option on the date of
grant specified above.


                                       -6-

<PAGE>


                                           INTRABIOTICS PHARMACEUTICALS, INC.


                                           ___________________________________
                                                    Kenneth J. Kelley
                                                     President and
                                                Chief Executive Officer

ATTACHMENTS:
       IntraBiotics Pharmaceuticals, Inc. Amended and Restated 1995 Stock
Option Plan Regulation 260.141.11


                                       -7-

<PAGE>


(a)    I acknowledge that I have received the foregoing option and the
attachments referenced in it and I understand that all rights and liabilities
with respect to this option are set forth or referred to in the option and
the Plan; and

(b)    I acknowledge that as of the date of grant of this option, this option
and its exhibits set forth the entire understanding between myself and the
Company and any Related Companies regarding the acquisition of stock in the
Company and supersedes all prior oral and written agreements on that subject
with the exception of (i) the options previously granted and delivered to me
under the Plan, and (ii) the following agreements only:

       NONE _____________________ (Initial)


       OTHER
              _________________________________

              _________________________________

              _________________________________

              _________________________________


(c)     I acknowledge receipt of a copy of Section 260.141.11 of Title 10 of
the California Code of Regulations.

ACCEPTED:

______________________________
Grantee

______________________________
Date

______________________________
Street Address

______________________________
City and State


                                       -8-


<PAGE>

------------------------------------------------------------------------------

                                       INTRABIOTICS PHARMACEUTICALS INC
NOTICE OF GRANT OF STOCK OPTIONS       ID: 94-3200380
AND OPTION AGREEMENT                   1255 Terra Belta Avenue
                                       Mountain View, CA 94043
                                       650-526-6800

------------------------------------------------------------------------------

EMPLOYEE NAME AND ADDRESS              OPTION NUMBER:
                                       PLAN:               1995
                                       ID:

------------------------------------------------------------------------------

Effective [date], you have granted a(n) [           ] Stock Option to buy [ ]
shares of IntraBiotics Pharmaceuticals Inc (the Company) stock at [$ price].

The total option price of the shares granted       .

Shares in each period will become fully vested on the date shown.

<TABLE>
<CAPTION>
         SHARES              VEST TYPE           FULL VEST           EXPIRATION
         ------              ---------           ---------           ----------
        <S>                 <C>                 <C>                 <C>





</TABLE>
------------------------------------------------------------------------------


By your signature and the Company's signature below, you and the Company
agree that these options are granted under the governed by the terms and
conditions of the Company's Stock Option Plan as amedned and the Option
Agreements, all of which are attached and made a part of this document.

------------------------------------------------------------------------------




---------------------------------                -----------------------------
IntraBiotics Pharmaceuticals Inc                 Date



---------------------------------                -----------------------------
                                                 Date