**Exhibit4.2**

**REGISTRATIONRIGHTS AGREEMENT**

             This**REGISTRATIONRIGHTS AGREEMENT** (the“Agreement”) is entered into as of the 27th day of July, 2001 by andbetween **INTRABIOTICS PHARMACEUTICALS, INC.**, aDelaware corporation (the “Company”), and **DIVERSA CORPORATION,**a Delaware corporation (the “Holder”).

**RECITALS**

**             WHEREAS,**  pursuant to that certainRelease Agreement by and between the Company and Holder, dated as of July 27,2001 (the “Release Agreement”), the Company has issued a warrant (the“Warrant”), to purchase up to 700,000 shares of common stock of the Company(the “Warrant Shares”) to Holder; and

**             WHEREAS,**in connection with the Release Agreement and issuance of the Warrant, theCompany has agreed to extend to Holder certain registration rights for such WarrantShares.

**AGREEMENT**

**             NOWTHEREFORE,** in consideration of themutual agreements, covenants and conditions set forth herein, the parties tothis Agreement agree as follows:

**1.          DEFINITIONS.** The following terms shall have the followingmeanings for purposes of this Agreement:

**             1.1        “Act”** shall mean the Securities Act of 1933, as amended.

**             1.2        “ExchangeAct”** shall mean the Securities Exchange Act of 1934, as amended.

**             1.3        “Holder”** shall mean the holder of Registrable Securities.

**             1.4        “InvestorsRights Agreement”** shall mean that certain Amended and Restated Investors Rights Agreementby and between the Company and the investors named therein, dated as of October15, 1999, as the same may from time to time be amended, modified, supplementedor restated.

**             1.5        “Register,”“registered” and “registration”** refer to a registration effected by preparing andfiling a registration statement or similar document in compliance with the Act,and the declaration or ordering of effectiveness of such registration statementor document.

**             1.6        “RegistrableSecurities”** shall mean the Warrant Shares issuable or issued to the Holder uponexercise of the Warrant.

**             1.7        “Rule144”** shall mean Rule 144 under the Act, as such Rule may be amended from timeto time, or any similar rule or regulation hereafter adopted by the SEC(excluding Rule 144A).

**             1.8        “SEC”** shall mean the Securities and Exchange Commission.**2.          REGISTRATION RIGHTS.
**             2.1        CompanyRegistration.** If (but without any obligation to do so) the Company proposes toregister (including for this purpose a registration effected by the Company forstockholders other than the Holder) any of its stock or other securities underthe Act in connection with the public offering of such securities solely forcash (other than a registration relating solely to the sale of securities toparticipants in a Company stock plan, a registration on any form which does notinclude substantially the same information as would be required to be includedin a registration statement covering the sale of the Registrable Securities ora registration in which the only common stock being registered is common stockissuable upon conversion of debt securities which are also being registered),the Company shall, at such time, promptly give Holder written notice of such registration.  Upon the written request of Holder givenwithin twenty (20) days after mailing of such notice by the Company inaccordance with Section 3.6, the Company shall, subject to the provisionsof Section 2.5, cause to be registered under the Act all of theRegistrable Securities that Holder has requested to be registered.

**             2.2        Obligationsof the Company.**  Whenever required under thisAgreement to effect the registration of any Registrable Securities, the Companyshall, as expeditiously as reasonably possible:

**                           (a)**         Prepareand file with the SEC a registration statement with respect to such RegistrableSecurities and use its best efforts to cause such registration statement tobecome effective, and, upon the request of the Holder, keep such registrationstatement effective for a period of up to one hundred twenty (120) days oruntil the distribution contemplated in the registration statement has beencompleted; *provided, however,*that (i) such 120–day period shall be extended for a period of timeequal to the period the Holder refrains from selling any securities included insuch registration at the request of an underwriter of common stock (or othersecurities) of the Company; and (ii) in the case of any registration ofRegistrable Securities on Form S–3 which are intended to be offered on acontinuous or delayed basis, such 120–day period shall be extended, ifnecessary, to keep the registration statement effective until all suchRegistrable Securities are sold, provided that Rule 415, or any successor ruleunder the Act, permits an offering on a continuous or delayed basis, andprovided further that applicable rules under the Act governing the obligationto file a post-effective amendment permit, in lieu of filing a post-effectiveamendment which (I) includes any prospectus required bySection 10(a)(3) of the Act or (II) reflects facts or eventsrepresenting a material of fundamental change in the information set forth inthe registration statement, the incorporation by reference of informationrequired to be included in (I) and (II) above to be contained in periodicreports filed pursuant to Section 13 or 15(d) of the Exchange Act in theregistration statement.

**                           (b)**         Prepareand file with the SEC such amendments and supplements to such registrationstatement and the prospectus used in connection with such registrationstatement as may be necessary to comply with the provisions of the Act withrespect to the disposition of all securities covered by such registrationstatement.

**                           (c)**         Furnishto the Holder such numbers of copies of a prospectus, including a preliminaryprospectus, in conformity with the requirements of the Act, and such otherdocuments as Holder may reasonably request in order to facilitate thedisposition of Registrable Securities owned by it.

**                           (d)**         Useits best efforts to register and qualify the securities covered by suchregistration statement under such other securities or blue sky laws of suchjurisdictions as shall be reasonably requested by the Holder; *provided* that the Company shall not berequired in connection therewith or as a condition thereto to qualify to dobusiness or to file a general consent to service of process in any such statesor jurisdictions, unless the Company is already subject to service in suchjurisdiction and except as may be required by the Act.

**                           (e)**         In theevent of any underwritten public offering, enter into and perform itsobligations under an underwriting agreement, in usual and customary form, withthe managing underwriter of such offering. If Holder participates in such underwriting, it shall also enter intoand perform its obligations under such an agreement.**                           (f)**         NotifyHolder at any time when a prospectus relating to the registration statement isrequired to be delivered under the Act of the happening of any event as aresult of which the prospectus included in such registration statement, as thenin effect, includes an untrue statement of a material fact or omits to state amaterial fact required to be stated therein or necessary to make the statementstherein not misleading in the light of the circumstances then existing.
**                           (g)**        Causeall such Registrable Securities registered pursuant hereto to be listed on eachsecurities exchange on which similar securities issued by the Company are thenlisted.

**                           (h)**        Providea transfer agent and registrar for all Registrable Securities registeredpursuant hereto and a CUSIP number for all such Registrable Securities, in eachcase not later than the effective date of such registration.

**                           (i)**         Furnish,at the request of Holder requesting registration of Registrable Securitiespursuant to this Section 2, on the date that such Registrable Securitiesare delivered to the underwriters for sale in connection with a registrationpursuant to this Section 2, if such securities are being sold throughunderwriters, or, if such securities are not being sold through underwriters,on the date that the registration statement with respect to such securitiesbecomes effective, (i) an opinion, dated such date, of the counsel representingthe Company for the purposes of such registration, in form and substance as iscustomarily given to underwriters in an underwritten public offering, addressedto the underwriters, if any, and to the Holder and (ii) a letter datedsuch date, from the independent certified public accountants of the Company, inform and substance as is customarily given by independent certified publicaccountants to underwriters in an underwritten public offering, addressed tothe underwriters, if any, and to the Holder.

**             2.3        FurnishInformation.**  It shall be a conditionprecedent to the obligations of the Company to take any action pursuant to thisSection 2 with respect to the Registrable Securities that Holder shallfurnish to the Company such information regarding itself, the RegistrableSecurities held by it, and the intended method of disposition of suchsecurities as shall be required to effect the registration of Holder’sRegistrable Securities.

**             2.4        Expensesof Company Registration.**  The Company shall bear and payall expenses incurred in connection with any registration, filing orqualification of the Registrable Securities with respect to the registrationpursuant to Section 2.1 for Holder (which right may be assigned as provided inSection 2.10), including (without limitation) all registration, filing andqualification fees, printers and accounting fees relating or apportionablethereto and the fees and disbursements of one counsel for the sellingstockholders included in such registration selected by them, but excludingunderwriting discounts and commissions relating to the Registrable Securities.**             2.5        Underwriting Requirements.**  Inconnection with any offering involving an underwriting of shares of theCompany’s capital stock, the Company shall not be required underSection 2.1 to include any of the Holder’s securities in such underwritingunless Holder accepts the terms of the underwriting as agreed upon between theCompany and the underwriters selected by it (or by other persons entitled toselect the underwriters), and then only in such quantity as the underwritersdetermine in their sole discretion will not jeopardize the success of theoffering by the Company.  If the totalamount of securities, including Registrable Securities, requested bystockholders to be included in such offering exceeds the amount of securitiessold other than by the Company that the underwriters determine in their solediscretion is compatible with the success of the offering, then the Companyshall be required to include in the offering only that number of suchsecurities, including Registrable Securities, which the underwriters determinein their sole discretion will not jeopardize the success of the offering (thesecurities so included to be apportioned pro-rata among the selling stockholdersaccording to the total amount of securities entitled to be included thereinowned by each selling stockholder or in such other proportions as shallmutually be agreed to by such selling stockholders) but in no event shall(i) the amount of securities of all selling stockholders included in theoffering be reduced below twenty percent (20%) of the total amount ofsecurities included in such offering, or (ii) notwithstanding (i) above,any shares being sold by a stockholder exercising a demand registration rightsimilar to that granted in Section 1.2 of the Investors Rights Agreement beexcluded from such offering.  Forpurposes of the preceding subsections concerning apportionment, for any sellingstockholder which is a holder of registrable securities under this Agreement orthe Investors Rights Agreement and which is a partnership or corporation, thepartners, retired partners and stockholders of such holder, or the estates andfamily members of any such partners and retired partners and any trusts for thebenefit of any of the foregoing persons shall be deemed to be a single “sellingstockholder,” and any pro-rata reduction with respect to such “sellingstockholder,” shall be based upon the aggregate amount of shares carryingregistration rights owned by all entities and individuals included in such“selling stockholder,” as defined in this sentence.
**             2.6        Delay ofRegistration.**  Holder shall not have any rightto obtain or seek an injunction restraining or otherwise delaying any suchregistration as the result of any controversy that might arise with respect tothe interpretation or implementation of this Section 2.**             2.7        Indemnification.**  In theevent any Registrable Securities are included in a registration statement underthis Section 2:
**                           (a)**         To theextent permitted by law, the Company will indemnify and hold harmless Holder,any underwriter (as defined in the Act) for Holder and each person, if any, whocontrols such Holder or underwriter within the meaning of the Act or theExchange Act, against any losses, claims, damages or liabilities (joint orseveral) to which they may become subject under the Act, the Exchange Act orother federal or state law, insofar as such losses, claims, damages orliabilities (or actions in respect thereof) arise out of or are based upon anyof the following statements, omissions or violations (each, a“Violation”):  (i) any untruestatement or alleged untrue statement of a material fact contained in suchregistration statement, including any preliminary prospectus or finalprospectus contained therein or any amendments or supplements thereto,(ii) the omission or alleged omission to state therein a material factrequired to be stated therein, or necessary to make the statements therein notmisleading, or (iii) any violation or alleged violation by the Company ofthe Act, the Exchange Act, any state securities law or any rule or regulationpromulgated under the Act, or the Exchange Act or any state securities law; andthe Company will pay to such Holder, underwriter or controlling person, asincurred, any legal or other expenses reasonably incurred by them in connectionwith investigating or defending any such loss, claim, damage, liability oraction; *provided, however,* thatthe indemnity agreement contained in this subsection 2.7(a) shall not apply toamounts paid in settlement of any such loss, claim, damage, liability or actionif such settlement is effected without the consent of the Company (whichconsent shall not be unreasonably withheld), nor shall the Company be liable inany such case for any such loss, claim, damage, liability or action to theextent that it arises out of or is based upon a Violation which occurs inreliance upon and in conformity with written information furnished expresslyfor use in connection with such registration by any such Holder, underwriter orcontrolling person.

**                           (b)**         To theextent permitted by law, Holder will indemnify and hold harmless the Company,each of its directors, each of its officers who has signed the registrationstatement, each person, if any, who controls the Company within the meaning ofthe Act, any underwriter, any other holder selling securities in suchregistration statement and any controlling person of any such underwriter orother holder, against any losses, claims, damages or liabilities (joint orseveral) to which any of the foregoing persons may become subject, under theAct, or the Exchange Act or other federal or state law, insofar as such losses,claims, damages or liabilities (or actions in respect thereto) arise out of orare based upon any Violation, in each case to the extent (and only to theextent) that such Violation occurs in reliance upon and in conformity withwritten information furnished by Holder expressly for use in connection withsuch registration; and such Holder will pay, as incurred, any legal or otherexpenses reasonably incurred by any person intended to be indemnified pursuantto this subsection 2.7(b), in connection with investigating or defending anysuch loss, claim, damage, liability or action; *provided,however,* that the indemnity agreement contained in this subsection2.7(b) shall not apply to amounts paid in settlement of any such loss, claim,damage, liability or action if such settlement is effected without the consentof the Holder, which consent shall not be unreasonably withheld; *provided,* that, in no event shall anyindemnity under this subsection 2.7(b) exceed the gross proceeds from theoffering received by the Holder.

**                           (c)**         Promptlyafter receipt by an indemnified party under this Section 2.7 of notice ofthe commencement of any action (including any governmental action), suchindemnified party will, if a claim in respect thereof is to be made against anyindemnifying party under this Section 2.7, deliver to the indemnifyingparty a written notice of the commencement thereof and the indemnifying partyshall have the right to participate in, and, to the extent the indemnifyingparty so desires, jointly with any other indemnifying party similarly noticed,to assume the defense thereof with counsel mutually satisfactory to theparties; provided, however, that an indemnified party (together with all otherindemnified parties which may be represented without conflict by one counsel)shall have the right to retain one separate counsel, with the fees and expensesto be paid by the indemnifying party, if representation of such indemnifiedparty by the counsel retained by the indemnifying party would be inappropriatedue to actual or potential differing interests between such indemnified partyand any other party represented by such counsel in such proceeding.  The failure to deliver written notice to theindemnifying party within a reasonable time of the commencement of any suchaction, if prejudicial to its ability to defend such action, shall relieve suchindemnifying party of any liability to the indemnified party under thisSection 2.7, but the omission so to deliver written notice to theindemnifying party will not relieve it of any liability that it may have to anyindemnified party otherwise than under this Section 2.7.

**                           (d)**         If theindemnification provided for in this Section 2.7 is held by a court ofcompetent jurisdiction to be unavailable to an indemnified party with respectto any loss, liability, claim, damage or expense referred to therein, then theindemnifying party, in lieu of indemnifying such indemnified party hereunder,shall contribute to the amount paid or payable by such indemnified party as aresult of such loss, liability, claim, damage or expense in such proportion as isappropriate to reflect the relative fault of the indemnifying party on the onehand and of the indemnified party on the other in connection with thestatements or omissions that resulted in such loss, liability, claim, damage orexpense as well as any other relevant equitable considerations.  The relative fault of the indemnifying partyand of the indemnified party shall be determined by reference to, among otherthings, whether the untrue or alleged untrue statement of a material fact orthe omission to state a material fact relates to information supplied by theindemnifying party or by the indemnified party and the parties’ relativeintent, knowledge, access to information, and opportunity to correct or preventsuch statement or omission.**                           (e)**         Notwithstandingthe foregoing, to the extent that the provisions on indemnification andcontribution contained in the underwriting agreement entered into in connectionwith the underwritten public offering are in conflict with the foregoingprovisions, the provisions in the underwriting agreement shall control.
**                           (f)**         Theobligations of the Company and Holder under this Section 2.7 shall survivethe completion of any offering of Registrable Securities in a registrationstatement under this Section 2 and otherwise.

**             2.8        Reportsunder Securities Exchange Act of 1934.**  With a viewto making available to the Holder the benefits of Rule 144 promulgated underthe Act and any other rule or regulation of the SEC that may at any time permitHolder to sell securities of the Company to the public without registration orpursuant to a registration on Form S-3, the Company agrees to:

**                           (a)**         makeand keep public information available, as those terms are understood anddefined in SEC Rule 144;

**                           (b)**         takesuch action, including the voluntary registration of its common stock underSection 12 of the Exchange Act, as is necessary to enable the Holder to utilizeForm S–3 for the sale of its Registrable Securities, such action to betaken as soon as practicable after the end of the fiscal year in which thefirst registration statement filed by the Company for the offering of itssecurities to the general public is declared effective;

**                           (c)**         filewith the SEC in a timely manner all reports and other documents required of theCompany under the Act and the Exchange Act; and

**                           (d)**         furnishto Holder, so long as the Holder owns any Registrable Securities, forthwithupon request (i) a written statement by the Company that it has compliedwith the reporting requirements of SEC Rule 144, the Act and the Exchange Act,or that it qualifies as a registrant whose securities may be resold pursuant toForm S–3 (at any time after it so qualifies), (ii) a copy of themost recent annual or quarterly report of the Company and such other reportsand documents so filed by the Company, and (iii) such other information asmay be reasonably requested in availing Holder of any rule or regulation of theSEC which permits the selling of any such securities without registration orpursuant to such form.**             2.9        Form S-3 Registration.**  In case theCompany shall receive from Holder a written request that the Company effect aregistration on Form S–3 and any related qualification or compliance withrespect to all or a part of the Registrable Securities owned by Holder, theCompany will:
**                           (a)**         assoon as practicable, effect such registration and all such qualifications andcompliances as may be so requested and as would permit or facilitate the saleand distribution of all or such portion of Holder’s Registrable Securities asare specified in such request; *provided,however,* that the Company shall not be obligated to effect any suchregistration, qualification or compliance, pursuant to this Section 2.9:  (1) if Form S–3 is not availablefor such offering by Holder; (2) if Holder, together with the holders ofany other securities of the Company entitled to inclusion in such registration,proposes to sell Registrable Securities and such other securities (if any) atan aggregate price to the public (net of any underwriters’ discounts orcommissions) of less than $1,000,000; (3) if the Company shall furnish toHolder a certificate signed by the President of the Company stating that, inthe good faith judgment of the Board of Directors of the Company, it would beseriously detrimental to the Company and its stockholders for such Form S–3registration to be effected at such time, in which event the Company shall havethe right to defer the filing of the Form S–3 registration statement fora period of not more than sixty (60) days after receipt of the request ofHolder under this Section 2.9; *provided,however,* that the Company shall not utilize this right more thanonce in any twelve-month period; (4) if the Company has already effectedthree registrations on Form S–3 for the Holder pursuant to this Section 2or holders of registrable securities pursuant to Section 1.12 of the InvestorsRights Agreement; or (5) in any particular jurisdiction in which theCompany would be required to qualify to do business or to execute a generalconsent to service of process in effecting such registration, qualification orcompliance.

**                           (b)**         Subjectto the foregoing, the Company shall file a registration statement covering theRegistrable Securities as soon as practicable after receipt of the request ofHolder.  All expenses incurred inconnection with a registration requested pursuant to this Section 2.9,including (without limitation) all registration, filing, qualification,printer’s and accounting fees and the reasonable fees and disbursements of onecounsel for the selling stockholders participating in such registration andcounsel for the Company, but excluding any underwriters’ discounts orcommissions associated with Registrable Securities, shall be borne by theCompany.  Registrations effectedpursuant to this Section 2.9 shall not be counted as registrationseffected pursuant to Section 2.1.

**                           (c)**         Followingthe effectiveness of a registration statement filed pursuant to this section2.9, the Company may, at any time, suspend the effectiveness of such registrationstatement for up to 60 days, as appropriate (a “Suspension Period”), by givingnotice to Holder, if the Company shall have determined that the Company may berequired to disclose any material corporate development which disclosure mayhave a material adverse effect on the Company. Notwithstanding the foregoing, no more than one Suspension Period mayoccur in any 12–month period.  Theperiod of any such suspension of the registration statement shall be added tothe period of time the Company agrees to keep the registration statementeffective as provided in Section 2.2. Company shall use its reasonable efforts to limit the duration andnumber of any Suspension Periods. Holder agrees that, upon receipt of any notice from the Company of aSuspension Period, such Holder shall forthwith discontinue disposition ofshares covered by such registration statement or prospectus until such Holder(i) is advised in writing by the Company that the use of the applicableprospectus may be resumed, (ii) has received copies of a supplemental oramended prospectus, if applicable, and (iii) has received copies of anyadditional or supplemental filings which are incorporated or deemed to beincorporated by reference in such prospectus.**             2.10     Assignment of Registration Rights.**  The rightsto cause the Company to register Registrable Securities pursuant to thisAgreement may be assigned (but only with all related obligations) by Holder toa transferee or assignee of all of the Registrable Securities (subject toappropriate adjustment for stock splits, stock dividends, combinations andother recapitalizations); *provided*that (a) the Company is, within a reasonable time after such transfer,furnished with written notice of the name and address of such transferee orassignee and the securities with respect to which such registration rights arebeing assigned; (b) such transferee or assignee agrees in writing to bebound by and subject to the terms and conditions of this Agreement; and(c) such assignment shall be effective only if immediately following suchtransfer the further disposition of such securities by the transferee orassignee is restricted under the Act. For the purposes of determining the number of shares of Registrable Securitiesheld by a transferee or assignee, the holdings of transferees and assignees ofHolder which are wholly-owned subsidiaries or affiliates of Holder shall beaggregated together and with Holder; *provided*that all assignees and transferees who would not qualifyindividually for assignment of registration rights shall have a singleattorney-in-fact for the purpose of exercising any rights, receiving notices ortaking any action under this Agreement.
**             2.11     Terminationor Suspension of Registration Rights.**

**                           (a)**         Holdershall not be entitled to exercise any right provided for in this Agreementafter July 27, 2005.

**                           (b)**         Inaddition, the right of Holder to request registration or inclusion in anyregistration pursuant to this Agreement shall be suspended during any period oftime when all shares of Registrable Securities held or entitled to be held uponconversion by Holder may immediately be sold under Rule 144 during any 90-dayperiod; *provided, however,* thatthe provisions of this Section 2.11(b) shall not apply to Holder if Holder ownsmore than one percent (1%) of the Company’s outstanding stock until such timeas Holder owns less than one percent (1%) of the outstanding stock of theCompany.

**3.          MISCELLANEOUS.**

**             3.1        GoverningLaw.**  The Agreement shall be governedby and construed under the laws of the State of California as applied toagreements among California residents entered into and to be performed entirelywithin California.

**             3.2        Successorsand Assigns.**  Except as otherwise expresslyprovided herein, the provisions hereof shall inure to the benefit of, and bebinding upon, the successors, assigns, heirs, executors, and administrators ofthe parties hereto and shall inure to the benefit of and be enforceable by eachperson who shall be a holder of Registrable Securities from time to time; *provided however,* that prior to thereceipt by the Company of adequate written notice of the transfer of anyRegistrable Securities specifying the full name and address of the transferee,the Company may deem and treat the person listed as the holder of such sharesin its records as the absolute owner and holder of such shares for allpurposes.

**             3.3        EntireAgreement.**  This Agreement constitutes thefull and entire understanding and agreement between the parties with regard tothe subjects hereof and supersedes any prior agreements by the Company for thebenefit of any party hereto regarding the registration of securities.  No party shall be liable or bound to anyother in any manner by any representations, warranties, covenants andagreements except as specifically set forth herein.**             3.4        Severability.**  In case anyprovision of the Agreement shall be invalid, illegal, or unenforceable, thevalidity, legality, and enforceability of the remaining provisions shall not inany way be affected or impaired thereby.
**             3.5        Amendmentsand Waivers.**  Any term ofthis Agreement may be amended and the observance of any term of this Agreementmay be waived (either generally or in a particular instance and eitherretroactively or prospectively), only with the written consent of the Companyand the holders of a majority of the Registrable Securities.  Any amendment or waiver effected inaccordance with this paragraph shall be binding upon Holder, any future holderof Registrable Securities and the Company.

**             3.6        Notices.**  All noticesrequired or permitted hereunder shall be in writing and shall be deemedeffectively given:  (a) uponpersonal delivery to the party to be notified, (b) when sent by confirmedfacsimile if sent during normal business hours of the recipient; if not, thenon the next business day, (c) five (5) days after having been sent byregistered or certified mail, return receipt requested, postage prepaid, or(d) one (1) day after deposit with a nationally recognized overnightcourier, specifying next day delivery, with written verification ofreceipt.  All communications shall besent to the party to be notified at the address or facsimile number set forthbelow or at such other address as such party may designate by ten (10) daysadvance written notice to the other parties hereto:

**             if to theCompany:                                                    **IntraBioticsPharmaceuticals, Inc.                                                     1245Terra Bella Avenue                                                     MountainView, CA  94043                                                     Attention:  Kenneth Kelley, President                                                     Telephone:  (650) 526-6800                                                     Facsimile:  (650) 969-0663

**             if to theHolder:                                                    **DiversaCorporation                                                     4955Directors Place                                                     SanDiego, CA  92121                                                     Attention:Karin Eastham, Senior Vice President,                                                        Finance and Chief Financial Officer                                                     Telephone:  (858) 526-5000                                                     Facsimile:  (858) 526-5050

**             3.7        Attorneys’Fees.**  In the event that any disputeamong the parties to this Agreement should result in litigation, the prevailingparty in such dispute shall be entitled to recover from the losing party allfees, costs and expenses of enforcing any right of such prevailing party underor with respect to this Agreement, including without limitation, suchreasonable fees and expenses of attorneys and accountants, which shall include,without limitation, all fees, costs and expenses of appeals.

**             3.8        Titlesand Subtitles.**  The titles of the sections andsubsections of this Agreement are for convenience of reference only and are notto be considered in construing this Agreement.

**3.9        Counterparts.**  ThisAgreement may be executed in any number of counterparts, each of which shall bean original, but all of which together shall constitute one instrument.

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**                           IN WITNESS WHEREOF****,** the parties hereto have executed thisRegistration Rights Agreementas of the date set forth in the firstparagraph hereof.
**COMPANY:** **HOLDER:**     **INTRABIOTICS PHARMACEUTICALS, INC.****DIVERSA CORPORATION**  By:/s/ Kenneth J. KelleyBy:/s/ Karin Eastham     Kenneth J. Kelley Karin  Eastham President and Chief  Executive Officer Senior  Vice President, Finance and Chief Financial Officer
 

DocumentNumber:  386440

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