**Exhibit10.26**

**INTRABIOTICSPHARMACEUTICALS, INC.**

**SENIOREXECUTIVE SEVERANCE BENEFIT PLAN**

**Section 1.         INTRODUCTION.**

                           ThisIntraBiotics Pharmaceuticals, Inc. Senior Executive Severance Benefit Plan (the“Plan”) was established effective July 1, 2001.  The purpose of the Plan is to provide for the payment ofseverance benefits to certain eligible employees of IntraBioticsPharmaceuticals, Inc. (the “Company”) whose employment with the Company isterminated pursuant to a Covered Termination (as defined below).  This Plan shall supersede any severancebenefit plan (other than the Executive Severance Benefit Plan, the DirectorSeverance Benefit Plan and the Employee Severance Benefit Plan), policy orpractice previously maintained by the Company. This Plan document also is the Summary Plan Description for the Plan.

**Section 2.         DEFINITIONS.**

                           Forpurposes of the Plan, the following terms are defined as follows:

**                           (a)         “Base Salary”**means the Eligible Employee’s annual base salary as in effect during thelast regularly scheduled payroll period immediately preceding the effectivedate of the Covered Termination.

**                           (b)         “Board”** means the Board of Directors of the Company.

**                           (c)         “Company”**meansIntraBiotics Pharmaceuticals, Inc.

**                           (d)         “Constructive Termination”**means that the Eligible Employee voluntarily terminates employment withthe Company after:

**                                        (i)        **the assignment to the Eligible Employee of any duties or responsibilitiesthat results in a significant diminution in the Eligible Employee’s function asin effect on the Effective Date;

**                                        (ii)       **a change in the Eligible Employee’s title or reporting relationships asin effect on the Effective Date;

**                                        (iii)      **a reduction by the Company in the Eligible Employee’s Base Salary by fivepercent (5%) or more; *provided, however,*that a reduction by the Company of the Eligible Employee’s Base Salary by up toten percent (10%) shall not constitute a Constructive Termination for purposesof this Plan if it is made in connection with an across-the-board reduction bythe Company of all Eligible Employees’ annual base salaries by a percentage atleast equal to the percentage by which the Eligible Employee’s Base Salary isreduced;

 

**                                        (iv)       **a relocation of the Eligible Employee’s business office to a locationthat requires the Eligible Employee to commute more than thirty-five (35) mileseach way, except for required travel by the Eligible Employee on the Company’sbusiness to an extent substantially consistent with the Eligible Employee’sbusiness travel obligations prior to the Effective Date; *provided, however,* that no relocation ofthe Eligible Employee’s business office shall constitute a ConstructiveTermination for purposes of this Plan if the Eligible Employee providesservices to the Company from a remote location (e.g., through telecommuting) atthe time of the relocation;

**                                        (v)        **a material breach by the Company of any provision of this Plan; or

**                                        (vi)       **any failure by the Company to obtain the assumption of this Plan by anysuccessor or assign of the Company.

**                           (e)         “ContinuationPeriod”**means the period for which an Eligible Employee is entitled to receivethe salary continuation benefits described in Section 4(a).  The maximum Continuation Period for EligibleEmployees, with the exception of the Chief Executive Officer, shall be fifteen(15) months.  The maximum ContinuationPeriod for the Chief Executive Officer shall be twenty (20) months.

**                           (f)         “CoveredTermination”**means an Involuntary Termination Without Cause or a ConstructiveTermination, notice of either of which is given on or after the Effective Date.

**                           (g)        “EffectiveDate”**means July 1, 2001, the effective date of the Plan.

**                           (h)        “EligibleEmployee”**means any full-time, regular hire employee of the Company who is anOfficer of the Company and whose employment with the Company terminates due toa Covered Termination.

**                           (i)         “InvoluntaryTermination Without Cause”**means the Eligible Employee’s dismissal or discharge for reasons otherthan Cause.  For this purpose, “Cause”means that, in the reasonable determination of the Company, the EligibleEmployee has

**                                        (i)        **been indicted for or convicted of or pleaded guilty or no contest to anyfelony or any crime involving dishonesty that is likely to inflict or hasinflicted demonstrable and material injury on the business of the Company;

**                                        (ii)       **participated in any fraud against the Company;

**                                        (iii)      **willfully and materially breached a Company policy;

**                                        (iv)       **intentionally damaged any property of the Company thereby causingdemonstrable and material injury to the business of the Company;

**                                        (v)        **willfully and materially breached the Eligible Employee’s ProprietaryInformation and Inventions Agreement with the Company; or

** **

                                        **(vi)       **engaged in conduct that, in the reasonable determination of the Company,demonstrates gross unfitness to serve.

                           Notwithstanding theforegoing, Cause shall not exist based on conduct described in clause (iii) or(vi) above unless the conduct described in such clause has not been curedwithin fifteen (15) days following the Eligible Employee’s receipt of writtennotice from the Company specifying the particulars of the conduct constitutingCause.

**                           (j)         “Officer”**means a personwho is an officer of the Company within the meaning of Section 16 of theSecurities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder.

**                           (k)        “Yearof Service”**means any twelve (12) consecutive months of service with the Company.

**Section 3.         ELIGIBILITY FOR BENEFITS.**

**                           (a)         GeneralRules. **Subject to the requirements set forth in thisSection, the Company shall provide the severance benefits described in Section4 of the Plan to Eligible Employees.

**                                        (i)        **In order to be eligible to receive benefits under the Plan, an EligibleEmployee whose employment is terminated pursuant to a Covered Termination thatis an Involuntary Termination Without Cause must continue to provide servicesto the Company, at the Company’s request, through such date as determined bythe Company; *provided, however,*that such date shall not be more than ninety (90) days from the date the EligibleEmployee is notified by the Company, in writing, of his or her InvoluntaryTermination Without Cause.

**                                        (ii)       **In order to be eligible to receive benefits under the Plan, an EligibleEmployee also must execute a general waiver and release in substantially theform attached hereto as Exhibit A, Exhibit B or Exhibit C, as appropriate, andsuch release must become effective in accordance with its terms. The Company,in its sole discretion, may modify the form of the required release to complywith applicable state law and shall determine the form of the required release.

**                           (b)         Exceptionsto Benefit Entitlement. **An employee who otherwise is an Eligible Employeeshall not receive benefits under the Plan in any of the followingcircumstances, as determined by the Company in its sole discretion:

**                                        (i)        **The employee has executed an individually negotiated employment contractor agreement with the Company relating to severance benefits that is in effecton his or her termination date, in which case such employee’s severancebenefit, if any, shall be governed by the terms of such individually negotiatedemployment contract or agreement and shall be governed by this Plan only to theextent that the reduction pursuant to Section 5(a) below does not entirely eliminatebenefits under this Plan.

 

**                                        (ii)       **The Company involuntarily terminates the employee’s employment with theCompany, and such termination does not constitute a Covered Termination.  Involuntary terminations include, but arenot limited to, a termination for Cause, as such term is defined in Section2(i).

**                                        (iii)      **The employee voluntarily terminates employment with the Company, and suchtermination does not constitute a Constructive Termination.  Voluntary terminations include, but are notlimited to, resignation, retirement or failure to return from a leave ofabsence on the scheduled date.

**                                        (iv)       **The employee voluntarily terminates employment with the Company in orderto accept employment with another entity that is wholly or partly owned(directly or indirectly) by the Company or an affiliate of the Company.

**                                        (v)        **The employee is offered employment, with the same title and reportingresponsibilities and no diminution in duties and responsibilities, with theCompany, an affiliate of the Company, or a successor to the Company.

**                                        (vi)       **The employee is rehired by the Company or an affiliate of the Companyprior to the date benefits under the Plan are scheduled to commence.

**Section 4.         AMOUNT OF BENEFIT.**

**                           (a)         Salary Continuation.** Each Eligible Employee, with theexception of the Chief Executive Officer, shall continue to receive Base Salaryfor a Continuation Period of nine (9) months plus one (1) month of additionalsalary continuation for each complete Year of Service performed by the EligibleEmployee in excess of two (2) Years of Service up to a maximum of fifteen (15)months.  The Chief Executive Officer shall continue toreceive Base Salary for a Continuation Period of twelve (12) months plus one(1) month of additional salary continuation for each complete Year of Serviceperformed by the Chief Executive Officer in excess of two (2) Years of Serviceup to a maximum of twenty (20) months.. Such amounts shall be paid in regular installments on the normal payrolldates of the Company and shall be subject to all required tax withholding.

**                           (b)         Continued Insurance Benefits. **Provided that the Eligible Employee elects continued coverage under theConsolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Companyshall pay the portion of premiums of each Eligible Employee’s group medical,dental and vision coverage, including coverage for the Eligible Employee’seligible dependents, that the Company paid prior to the Covered Termination forthe Continuation Period described in Section 4(a) or, if shorter, for theduration of the COBRA continuation period. Such premium payments shall continue for the duration of theContinuation Period; *provided, however,*that no such premium payments shall be made following the effective date of theEligible Employee’s coverage by a medical, dental or vision insurance plan of asubsequent employer.  Each EligibleEmployee shall be required to notify the Company immediately if the EligibleEmployee becomes covered by a medical, dental or vision insurance plan of a subsequentemployer.

                                        No provision ofthis Plan will affect the continuation coverage rules under COBRA, except thatthe Company’s payment of any applicable insurance premiums during theContinuation Period will be credited as payment by the Eligible Employee forpurposes of the Eligible Employee’s payments required under COBRA.  Therefore, the period during which anEligible Employee may elect to continue the Company’s group medical coverage athis or her own expense under COBRA, the length of time during which COBRAcoverage will be made available to the Eligible Employee, and all other rightsand obligations of the Eligible Employee under COBRA (except the obligation topay insurance premiums that the Company pays during the Continuation Period)will be applied in the same manner that such rules would apply in the absenceof this Plan.  At the conclusion of theContinuation Period, the Eligible Employee shall be responsible for the entirepayment of premiums required under COBRA for the duration of the COBRAcontinuation period.  For purposes ofthis Section 4(b), applicable premiums that will be paid by the Company duringthe Continuation Period shall not include any amounts payable by the EligibleEmployee under a Section 125 health care reimbursement plan, which amounts, ifany, are the sole responsibility of the Eligible Employee.
**Section 5.         LIMITATIONS ON BENEFITS.**

**                           (a)         CertainReductions and Offsets.**Notwithstanding any other provision of the Plan to the contrary, anybenefits payable to an Eligible Employee under this Plan shall be reduced byany severance benefits payable by the Company to such individual under anyother policy, plan, program or arrangement, including, without limitation, acontract between the Eligible Employee and any entity, covering suchindividual.  Furthermore, to the extentthat any federal, state or local laws, including, without limitation, so-called“plant closing” laws, require the Company to give advance notice or make apayment of any kind to an Eligible Employee because of that Eligible Employee’sinvoluntary termination due to a layoff, reduction in force, plant or facilityclosing, sale of business, change of control, or any other similar event orreason, the benefits payable under this Plan shall either be reduced or eliminated.  The benefits provided under this Plan areintended to satisfy any and all statutory obligations that may arise out of anEligible Employee’s involuntary termination of employment for the foregoingreasons, and the Plan Administrator shall so construe and implement the termsof the Plan.

**                           (b)         Mitigation. **Except as otherwise specifically provided herein,Eligible Employees shall not be required to mitigate damages or the amount ofany payment provided under this Plan by seeking other employment or otherwise,nor shall the amount of any payment provided for under this Plan be reduced byany compensation earned by any Eligible Employee as a result of employment byanother employer or any retirement benefits received by such Eligible Employeeafter the Covered Termination.

**                           (c)         Terminationof Benefits. **Benefits under this Plan shall terminate immediatelyif the Eligible Employee, at any time, violates any proprietary information orconfidentiality obligation to the Company.

**                           (d)         Non-Duplicationof Benefits. **No Eligible Employee is eligible to receive benefitsunder this Plan more than one time.

 

**                           (e)         Indebtednessof Eligible Employees. **If a terminating employee is indebted to the Companyor an affiliate of the Company at his or her termination date, the Companyreserves the right to offset any severance payments under the Plan by theamount of such indebtedness.

**                           (f)         ParachutePayments. **If any payment or benefit the Eligible Employeewould receive in connection with a Change in ownership or effective control ofthe Company from the Company or otherwise (“Payment”) would (i) constitute a“parachute payment” within the meaning of Section 280G of the Internal RevenueCode of 1986, as amended (the “Code”), and (ii) but for this sentence, be subjectto the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), thensuch Payment shall be equal to the Reduced Amount.  The “Reduced Amount” shall be either (x) the largest portion ofthe Payment that would result in no portion of the Payment being subject to theExcise Tax or (y) the largest portion, up to and including the total, of thePayment, whichever amount, after taking into account all applicable federal,state and local employment taxes, income taxes, and the Excise Tax (allcomputed at the highest applicable marginal rate), results in the EligibleEmployee’s receipt, on an after-tax basis, of the greater amount of the Paymentnotwithstanding that all or some portion of the Payment may be subject to theExcise Tax. If a reduction in payments or benefits constituting “parachutepayments” is necessary so that the Payment equals the Reduced Amount, reductionshall occur in the following order unless the Eligible Employee elects inwriting a different order (*provided,however,* that such election shall be subject to Company approval ifmade on or after the date on which the event that triggers the Paymentoccurs):  reduction of cash payments;cancellation of accelerated vesting of stock awards; reduction of employeebenefits.  In the event thatacceleration of vesting of stock award compensation is to be reduced, suchacceleration of vesting shall be cancelled in the reverse order of the date ofgrant of the Eligible Employee’s stock awards unless the Eligible Employeeelects in writing a different order for cancellation.

                           The accounting firmengaged by the Company for general audit purposes as of the day prior to theeffective date of the Change in ownership or effective control of the Companyshall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving asaccountant or auditor for the individual, entity or group effecting the Changein ownership or effective control of the Company, the Company shall appoint anationally recognized accounting firm to make the determinations requiredhereunder.  The Company shall bear allexpenses with respect to the determinations by such accounting firm required tobe made hereunder.

                                        Theaccounting firm engaged to make the determinations hereunder shall provide itscalculations, together with detailed supporting documentation, to the Companyand the Eligible Employee within fifteen (15) calendar days after the date onwhich the Eligible Employee’s right to a Payment is triggered (if requested atthat time by the Company or the Eligible Employee) or such other time asrequested by the Company or the Eligible Employee.  If the accounting firm determines that no Excise Tax is payablewith respect to a Payment, either before or after the application of theReduced Amount, it shall furnish the Company and the Eligible Employee with anopinion reasonably acceptable to Executive that no Excise Tax will be imposedwith respect to such Payment.  Any goodfaith determinations of the accounting firm made hereunder shall be final, bindingand conclusive upon the Company and the Eligible Employee.

 

**Section 6.         RIGHT TO INTERPRET PLAN; AMENDMENT ANDTERMINATION.**

**                           (a)         ExclusiveDiscretion. **The Plan Administrator shall have the exclusivediscretion and authority to establish rules, forms, and procedures for theadministration of the Plan and to construe and interpret the Plan and to decideany and all questions of fact, interpretation, definition, computation oradministration arising in connection with the operation of the Plan, including,but not limited to, the eligibility to participate in the Plan and amount ofbenefits paid under the Plan.  Therules, interpretations, computations and other actions of the PlanAdministrator shall be binding and conclusive on all persons.

**                           (b)         Amendmentor Termination. **The Company reserves the right to amend or terminatethis Plan or the benefits provided hereunder at any time; *provided, however,* that no such amendmentor termination shall affect the right to any unpaid benefit of any Eligible Employeewhose termination date has occurred prior to amendment or termination of thePlan.  Any action amending orterminating the Plan shall be in writing and executed by the chairman of theCompensation Committee of the Board of Directors of the Company.

**Section 7.         TERMINATION OF CERTAIN EMPLOYEEBENEFITS.**

                           All non-healthbenefits (such as life insurance, disability and 401(k) plan coverage) shallterminate as of the employee’s termination date (except to the extent that aconversion privilege may be available thereunder).

**Section 8.         NO IMPLIED EMPLOYMENT CONTRACT.**

                           ThePlan shall not be deemed (i) to give any employee or other person any right tobe retained in the employ of the Company or (ii) to interfere with the right ofthe Company to discharge any employee or other person at any time and for anyreason, which right is hereby reserved.

**Section 9.         LEGAL CONSTRUCTION.**

                           ThisPlan is intended to be governed by and shall be construed in accordance withthe Employee Retirement Income Security Act of 1974 (“ERISA”) and, to theextent not preempted by ERISA, the laws of the State of California.

**Section 10.      CLAIMS, INQUIRIES AND APPEALS.**

**                           (a)         Applicationsfor Benefits and Inquiries. **Any application for benefits, inquiries about thePlan or inquiries about present or future rights under the Plan must besubmitted to the Plan Administrator in writing.  The Plan Administrator is:

IntraBiotics Pharmaceuticals, Inc.2021 Stierlin CourtMountainView, CA  94043

 

**                           (b)         Denialof Claims. **In the event that any application for benefits isdenied in whole or in part, the Plan Administrator must notify the applicant,in writing, of the denial of the application, and of the applicant’s right toreview the denial.  The written noticeof denial will be set forth in a manner designed to be understood by theemployee and will include specific reasons for the denial, specific referencesto the Plan provision upon which the denial is based, a description of anyinformation or material that the Plan Administrator needs to complete thereview and an explanation of the Plan’s review procedure.

                           Thiswritten notice will be given to the employee within ninety (90) days after thePlan Administrator receives the application, unless special circumstancesrequire an extension of time, in which case, the Plan Administrator has up toan additional ninety (90) days for processing the application.  If an extension of time for processing isrequired, written notice of the extension will be furnished to the applicantbefore the end of the initial ninety (90) day period.

                           This notice ofextension will describe the special circumstances necessitating the additionaltime and the date by which the Plan Administrator is to render its decision onthe application.  If written notice ofdenial of the application for benefits is not furnished within the specifiedtime, the application shall be deemed to be denied.  The applicant will then be permitted to appeal the denial inaccordance with the Review Procedure described below.

**                           (c)         Requestfor a Review. **Any person (or that person’s authorizedrepresentative) for whom an application for benefits is denied (or deemeddenied), in whole or in part, may appeal the denial by submitting a request fora review to the Plan Administrator within sixty (60) days after the applicationis denied (or deemed denied).  The PlanAdministrator will give the applicant (or his or her representative) anopportunity to review pertinent documents in preparing a request for a review.  A request for a review shall be in writingand shall be addressed to:

IntraBiotics Pharmaceuticals, Inc.2021 Stierlin CourtMountain View, CA  94043

A request for review must set forthall of the grounds on which it is based, all facts in support of the requestand any other matters that the applicant feels are pertinent.  The Plan Administrator may require theapplicant to submit additional facts, documents or other material as it mayfind necessary or appropriate in making its review.

 

**                           (d)         Decisionon Review. **The Plan Administrator will act on each request forreview within sixty (60) days after receipt of the request, unless specialcircumstances require an extension of time (not to exceed an additional sixty(60) days), for processing the request for a review.  If an extension for review is required, written notice of theextension will be furnished to the applicant within the initial sixty (60) dayperiod.  The Plan Administrator willgive prompt, written notice of its decision to the applicant.  In the event that the Plan Administrator confirmsthe denial of the application for benefits in whole or in part, the notice willoutline, in a manner calculated to be understood by the applicant, the specificPlan provisions upon which the decision is based.  If written notice of the Plan Administrator’s decision is notgiven to the applicant within the time prescribed in this Subsection (d), theapplication will be deemed denied on review.

**                           (e)         Rulesand Procedures. **The Plan Administrator will establish rules andprocedures, consistent with the Plan and with ERISA, as necessary andappropriate in carrying out its responsibilities in reviewing benefitclaims.  The Plan Administrator mayrequire an applicant who wishes to submit additional information in connectionwith an appeal from the denial (or deemed denial) of benefits to do so at theapplicant’s own expense.

**                           (f)         Exhaustionof Remedies. **No legal action for benefits under the Plan may bebrought until the claimant (i) has submitted a written application for benefitsin accordance with the procedures described by Section 10(a) above, (ii) hasbeen notified by the Plan Administrator that the application is denied (or theapplication is deemed denied due to the Plan Administrator’s failure to act onit within the established time period), (iii) has filed a written request for areview of the application in accordance with the appeal procedure described inSection 10(c) above and (iv) has been notified in writing that the PlanAdministrator has denied the appeal (or the appeal is deemed to be denied dueto the Plan Administrator’s failure to take any action on the claim within thetime prescribed by Section 10(d) above).

**Section 11.      BASIS OF PAYMENTS TO AND FROM PLAN.**

                           Allbenefits under the Plan shall be paid by the Company.  The Plan shall be unfunded, and benefits hereunder shall be paidonly from the general assets of the Company.

**Section 12.      OTHER PLAN INFORMATION.**

**                           (a)         Employerand Plan Identification Numbers. **The Employer Identification Number assigned to theCompany (which is the “Plan Sponsor” as that term is used in ERISA) by theInternal Revenue Service is 94-3200380. The Plan Number assigned to the Plan by the Plan Sponsor pursuant to theinstructions of the Internal Revenue Service is 513.

**                           (b)         EndingDate for Plan’s Fiscal Year. **The date of the end of the fiscal year for thepurpose of maintaining the Plan’s records is December 31.

**                           (c)         Agentfor the Service of Legal Process.** The agentfor the service of legal process with respect to the Plan is IntraBioticsPharmaceuticals, Inc., 2021Stierlin Court, Mountain View, CA  94043.

 

**                           (d)         PlanSponsor and Administrator. **The “Plan Sponsor” and the “Plan Administrator” ofthe Plan is IntraBiotics Pharmaceuticals, Inc., 2021 Stierlin Court, Mountain View, California 94043.  The Plan Sponsor’s and Plan Administrator’stelephone number is (650) 526–6800. The Plan Administrator is the named fiduciary charged with theresponsibility for administering the Plan.

**Section 13.      STATEMENT OF ERISA RIGHTS.**

                           Participants in thisPlan (which is a welfare benefit plan sponsored by IntraBioticsPharmaceuticals, Inc.) are entitled to certain rights and protections underERISA.  If you are an Eligible Employee,you are considered a participant in the Plan and, under ERISA, you are entitledto:

**                           (a)        **Examine, without charge, at the Plan Administrator’soffice and at other specified locations, such as work sites, all Plan documentsand copies of all documents filed by the Plan with the U.S. Department ofLabor, such as detailed annual reports;

**                           (b)        **Obtain copies of all Plan documents and Planinformation upon written request to the Plan Administrator.  The Administrator may make a reasonablecharge for the copies; and

**                           (c)        **Receive a summary of the Plan’s annual financialreport, in the case of a plan that is required to file an annual financialreport with the Department of Labor. (Generally, all pension plans and welfare plans with one hundred (100)or more participants must file these annual reports.)

                           In addition tocreating rights for Plan participants, ERISA imposes duties upon the peopleresponsible for the operation of the employee benefit plan.  The people who operate the Plan, called“fiduciaries” of the Plan, have a duty to do so prudently and in the interestof you and other Plan participants and beneficiaries.

                           No one, includingyour employer or any other person, may fire you or otherwise discriminateagainst you in any way to prevent you from obtaining a Plan benefit orexercising your rights under ERISA.  Ifyour claim for a Plan benefit is denied in whole or in part, you must receive awritten explanation of the reason for the denial.  You have the right to have the Plan review and reconsider yourclaim.

 

                           Under ERISA, thereare steps you can take to enforce the above rights.  For instance, if you request materials from the Plan and do notreceive them within thirty (30) days, you may file suit in a federalcourt.  In such a case, the court mayrequire the Plan Administrator to provide the materials and pay you up to $110a day until you receive the materials, unless the materials were not sentbecause of reasons beyond the control of the Plan Administrator.  If you have a claim for benefits that isdenied or ignored, in whole or in part, you may file suit in a state or federalcourt.  If it should happen that thePlan fiduciaries misuse the Plan’s money, or if you are discriminated againstfor asserting your rights, you may seek assistance from theU.S. Department of Labor, or you may file suit in a federal court.  The court will decide who should pay courtcosts and legal fees.  If you aresuccessful, the court may order the person you have sued to pay these costs andfees.  If you lose, the court may orderyou to pay these costs and fees, for example, if it finds your claim isfrivolous.

                           If you have anyquestions about the Plan, you should contact the Plan Administrator.  If you have any questions about thisstatement or about your rights under ERISA, you should contact the nearestoffice of the Pension and Welfare Benefits Administration, U.S. Department ofLabor, listed in your telephone directory or the Division of TechnicalAssistance and Inquiries, Pension and Welfare Benefits Administration, U.S.Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.

**Section 14.      EXECUTION.**

                           To record theadoption of the Plan as set forth herein, effective as of July 1, 2001,IntraBiotics Pharmaceuticals, Inc. has caused its duly authorized officer toexecute the same this 31 day of May 2001.
 **INTRABIOTICS PHARMACEUTICALS, INC.** By:   /s/ JANE SHAW  Title: Chairman, Compensation Committee