**Exhibit10.27**

**INTRABIOTICSPHARMACEUTICALS, INC.**

**EXECUTIVESEVERANCE BENEFIT PLAN**

**Section 1.         INTRODUCTION.**

                           ThisIntraBiotics Pharmaceuticals, Inc. 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 Senior Executive Severance Benefit Plan, theDirector Severance Benefit Plan and the Employee Severance Benefit Plan),policy or practice previously maintained by the Company.  This Plan document also is the Summary PlanDescription 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”** means IntraBiotics Pharmaceuticals, Inc.

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

**                                        (i)**         theassignment to the Eligible Employee of any duties or responsibilities thatresults in a significant diminution in the Eligible Employee’s function as ineffect on the Effective Date; *provided,however,* that a mere change in the Eligible Employee’s title orreporting relationships shall not constitute a Constructive Termination;

**                                        (ii)**        areduction by the Company in the Eligible Employee’s Base Salary by five percent(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;

**                                        (iii)**       arelocation of the Eligible Employee’s business office to a location thatrequires the Eligible Employee to commute more than thirty-five (35) miles eachway, 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;

**                                        (iv)**        amaterial breach by the Company of any provision of this Plan; or

**                                        (v)**         anyfailure by the Company to obtain the assumption of this Plan by any successoror assign of the Company.**                           (e)         “Continuation Period”** means the period for which an Eligible Employee isentitled to receive the salary continuation benefits described in Section4(a).  The maximum Continuation Periodfor Eligible Employees shall be twelve (12) 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 holds thetitle of Vice President or Senior Vice President, who is not an Officer of theCompany and whose employment with the Company terminates due to a CoveredTermination.

**                           (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)**         beenindicted for or convicted of or pleaded guilty or no contest to any felony orany crime involving dishonesty that is likely to inflict or has inflicteddemonstrable and material injury on the business of the Company;

**                                        (ii)**        participatedin any fraud against the Company;

**                                        (iii)**       willfullyand materially breached a Company policy;

**                                        (iv)**        intentionallydamaged any property of the Company thereby causing demonstrable and materialinjury to the business of the Company;

**                                        (v)**         willfullyand materially breached the Eligible Employee’s Proprietary Information andInventions Agreement with the Company;

**                                        (vi)**        engagedin conduct that, in the reasonable determination of the Company, demonstratesgross unfitness to serve; or

**                                        (vii)**      demonstrateda continued pattern of substantial nonperformance of his or her duties.

             Notwithstanding the foregoing,Cause shall not exist based on conduct described in clause (iii), (vi) or (vii)above unless the conduct described in such clause has not been cured withinfifteen (15) days following the Eligible Employee’s receipt of written noticefrom the Company specifying the particulars of the conduct constituting Cause.

**                           (j)         “Officer”** means a person who is an officer of the Companywithin the meaning of Section 16 of the Securities Exchange Act of 1934, asamended, and the rules and regulations promulgated 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 setforth in this Section, the Company shall provide the severance benefitsdescribed in Section 4 of the Plan to Eligible Employees.

**                                        (i)**         Inorder to be eligible to receive benefits under the Plan, an Eligible Employeewhose employment is terminated pursuant to a Covered Termination that is anInvoluntary Termination Without Cause must continue to provide services to theCompany, at the Company’s request, through such date as determined by theCompany; *provided, however,*thatsuch 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)**        Inorder to be eligible to receive benefits under the Plan, an Eligible Employeealso must execute a general waiver and release in substantially the formattached hereto as Exhibit A, Exhibit B or Exhibit C, as appropriate, and suchrelease must become effective in accordance with its terms. The Company, in itssole discretion, may modify the form of the required release to comply withapplicable state law and shall determine the form of the required release.

**                           (b)**         **Exceptionsto Benefit Entitlement.**  An employee who otherwise is anEligible Employee shall not receive benefits under the Plan in any of thefollowing circumstances, as determined by the Company in its sole discretion:

**                                        (i)**         Theemployee has executed an individually negotiated employment contract oragreement with the Company relating to severance benefits that is in effect onhis or her termination date, in which case such employee’s severance benefit,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 entirelyeliminate benefits under this Plan.

**                                        (ii)**        TheCompany involuntarily terminates the employee’s employment with the Company,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)**       Theemployee 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)**        Theemployee voluntarily terminates employment with the Company in order to acceptemployment with another entity that is wholly or partly owned (directly orindirectly) by the Company or an affiliate of the Company.

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

**                                        (vi)**        Theemployee is rehired by the Company or an affiliate of the Company prior to thedate benefits under the Plan are scheduled to commence.

**Section 4.         AMOUNT OF BENEFIT.**

**                           (a)         Salary Continuation.**  Each Eligible Employee shallcontinue to receive Base Salary for a Continuation Period of six (6) monthsplus one (1) month of additional salary continuation for each complete Year ofService performed by the Eligible Employee in excess of two (2) Years ofService up to a maximum of twelve (12) 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 EligibleEmployee elects continued coverage under the Consolidated Omnibus BudgetReconciliation Act of 1985 (“COBRA”), the Company shall pay the portion ofpremiums of each Eligible Employee’s group medical, dental and vision coverage,including coverage for the Eligible Employee’s eligible dependents, that theCompany paid prior to the Covered Termination for the Continuation Perioddescribed in Section 4(a) or, if shorter, for the duration of the COBRAcontinuation period.  Such premium paymentsshall continue for the duration of the Continuation Period; *provided, however,* that no such premiumpayments shall be made following the effective date of the Eligible Employee’scoverage by a medical, dental or vision insurance plan of a subsequent employer.  Each Eligible Employee shall be required tonotify the Company immediately if the Eligible Employee becomes covered by amedical, dental or vision insurance plan of a subsequent employer.

                           No provision of thisPlan will affect the continuation coverage rules under COBRA, except that theCompany’s payment of any applicable insurance premiums during the ContinuationPeriod will be credited as payment by the Eligible Employee for purposes of theEligible Employee’s payments required under COBRA.  Therefore, the period during which an Eligible Employee may electto continue the Company’s group medical coverage at his or her own expenseunder COBRA, the length of time during which COBRA coverage will be madeavailable to the Eligible Employee, and all other rights and obligations of theEligible Employee under COBRA (except the obligation to pay insurance premiumsthat the Company pays during the Continuation Period) will be applied in thesame manner that such rules would apply in the absence of this Plan.  At the conclusion of the ContinuationPeriod, the Eligible Employee shall be responsible for the entire payment ofpremiums required under COBRA for the duration of the COBRA continuationperiod.  For purposes of this Section4(b), applicable premiums that will be paid by the Company during theContinuation 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 ONBENEFITS.
**                           (a)**         **CertainReductions and Offsets.**  Notwithstanding any otherprovision of the Plan to the contrary, any benefits payable to an EligibleEmployee under this Plan shall be reduced by any severance benefits payable bythe Company to such individual under any other policy, plan, program orarrangement, including, without limitation, a contract between the EligibleEmployee and any entity, covering such individual.  Furthermore, to the extent that any federal, state or local laws,including, without limitation, so-called “plant closing” laws, require theCompany to give advance notice or make a payment of any kind to an EligibleEmployee because of that Eligible Employee’s involuntary termination due to alayoff, reduction in force, plant or facility closing, sale of business, changeof control, or any other similar event or reason, the benefits payable underthis Plan shall either be reduced or eliminated.  The benefits provided under this Plan are intended to satisfy anyand all statutory obligations that may arise out of an Eligible Employee’sinvoluntary termination of employment for the foregoing reasons, and the PlanAdministrator shall so construe and implement the terms of the Plan.

**                           (b)         Mitigation.**  Except as otherwise specificallyprovided herein, Eligible Employees shall not be required to mitigate damagesor the amount of any payment provided under this Plan by seeking otheremployment or otherwise, nor shall the amount of any payment provided for underthis Plan be reduced by any compensation earned by any Eligible Employee as aresult of employment by another employer or any retirement benefits received bysuch Eligible Employee after the date of the Covered Termination.

**                           (c)         Terminationof Benefits.**  Benefits under this Plan shallterminate immediately if the Eligible Employee, at any time, violates anyproprietary information or confidentiality obligation to the Company.

**                           (d)         Non-Duplicationof Benefits.**  No Eligible Employee is eligibleto receive benefits under this Plan more than one time.

**                           (e)         Indebtednessof Eligible Employees.**  If a terminating employee isindebted to the Company or an affiliate of the Company at his or hertermination date, the Company reserves the right to offset any severance paymentsunder the Plan by the amount of such indebtedness.

**                           (f)         ParachutePayments.**  If any payment or benefit theEligible Employee would receive in connection with a change in ownership oreffective control of the Company from the Company or otherwise (“Payment”)would (i) constitute a “parachute payment” within the meaning of Section 280Gof the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but forthis sentence, be subject to the excise tax imposed by Section 4999 of the Code(the “Excise Tax”), then such Payment shall be equal to the ReducedAmount.  The “Reduced Amount” shall beeither (x) the largest portion of the Payment that would result in no portionof the Payment being subject to the Excise Tax or (y) the largest portion, upto and including the total, of the Payment, whichever amount, after taking intoaccount all applicable federal, state and local employment taxes, income taxes,and the Excise Tax (all computed at the highest applicable marginal rate),results in the Eligible Employee’s receipt, on an after-tax basis, of thegreater amount of the Payment notwithstanding that all or some portion of thePayment may be subject to the Excise Tax. If a reduction in payments orbenefits constituting “parachute payments” is necessary so that the Paymentequals the Reduced Amount, reduction shall occur in the following order unlessthe Eligible Employee elects in writing a different order (*provided, however,* that such electionshall be subject to Company approval if made on or after the date on which theevent that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stockawards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation isto be reduced, such acceleration of vesting shall be cancelled in the reverseorder of the date of grant of the Eligible Employee’s stock awards unless theEligible Employee elects in writing a different order for cancellation.                           Theaccounting firm engaged by the Company for general audit purposes as of the dayprior to the effective date of the change in ownership or effective control ofthe Company shall 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.
                            The accounting firm engaged to make thedeterminations hereunder shall provide its calculations, together with detailedsupporting documentation, to the Company and the Eligible Employee withinfifteen (15) calendar days after the date on which the Eligible Employee’sright to a Payment is triggered (if requested at that time by the Company orthe Eligible Employee) or such other time as requested by the Company or theEligible Employee.  If the accountingfirm determines that no Excise Tax is payable with respect to a Payment, eitherbefore or after the application of the Reduced Amount, it shall furnish the Companyand the Eligible Employee with an opinion reasonably acceptable to Executivethat no Excise Tax will be imposed with respect to such Payment.  Any good faith determinations of theaccounting firm made hereunder shall be final, binding and conclusive upon theCompany and the Eligible Employee.

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

**                           (a)         ExclusiveDiscretion.**  The Plan Administrator shallhave the exclusive discretion and authority to establish rules, forms, andprocedures for the administration of the Plan and to construe and interpret thePlan and to decide any and all questions of fact, interpretation, definition,computation or administration arising in connection with the operation of thePlan, including, but not limited to, the eligibility to participate in the Planand amount of benefits paid under the Plan. The rules, interpretations, computations and other actions of the PlanAdministrator shall be binding and conclusive on all persons.

**                           (b)         Amendmentor Termination.**  The Company reserves the rightto amend or terminate this Plan or the benefits provided hereunder at any time;*provided, however,* that no suchamendment or termination shall affect the right to any unpaid benefit of anyEligible Employee whose termination date has occurred prior to amendment or terminationof the Plan. Any action amending or terminating the Plan shall be in writingand executed by the chairman of the Compensation Committee of the Board ofDirectors 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 the Plan or inquiries about present or future rights under thePlan must be submitted to the Plan Administrator in writing.  The Plan Administrator is:

IntraBioticsPharmaceuticals, Inc.2021 Stierlin CourtMountain View, CA  94043

**                           (b)         Denialof Claims.**  In the event that anyapplication for benefits is denied in whole or in part, the Plan Administratormust notify the applicant, in writing, of the denial of the application, and ofthe applicant’s right to review the denial. The written notice of denial will be set forth in a manner designed tobe understood by the employee and will include specific reasons for the denial,specific references to the Plan provision upon which the denial is based, adescription of any information or material that the Plan Administrator needs tocomplete the review 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 of extension willdescribe the special circumstances necessitating the additional time and thedate by which the Plan Administrator is to render its decision on theapplication.  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)         Request for a Review.**  Anyperson (or that person’s authorized representative) for whom an application forbenefits is denied (or deemed denied), in whole or in part, may appeal thedenial by submitting a request for a review to the Plan Administrator withinsixty (60) days after the application is denied (or deemed denied).  The Plan Administrator will give theapplicant (or his or her representative) an opportunity to review pertinentdocuments in preparing a request for a review. A request for a review shall be in writing and shall be addressed to:
IntraBioticsPharmaceuticals, 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 the applicantto submit additional facts, documents or other material as it may findnecessary or appropriate in making its review.

**                           (d)         Decisionon Review.**  The Plan Administrator will acton each request for review within sixty (60) days after receipt of the request,unless special circumstances require an extension of time (not to exceed anadditional sixty (60) days), for processing the request for a review.  If an extension for review is required,written notice of the extension will be furnished to the applicant within theinitial sixty (60) day period.  The PlanAdministrator will give prompt, written notice of its decision to theapplicant.  In the event that the PlanAdministrator confirms the denial of the application for benefits in whole orin part, the notice will outline, in a manner calculated to be understood bythe applicant, the specific Plan provisions upon which the decision isbased.  If written notice of the PlanAdministrator’s decision is not given to the applicant within the time prescribedin this Subsection (d), the application will be deemed denied on review.

**                           (e)         Rulesand Procedures.**  The Plan Administrator willestablish rules and procedures, consistent with the Plan and with ERISA, asnecessary and appropriate in carrying out its responsibilities in reviewingbenefit claims.  The Plan Administratormay require an applicant who wishes to submit additional information inconnection with an appeal from the denial (or deemed denial) of benefits to doso at the applicant’s own expense.

**                          (f)         Exhaustion of Remedies.**  No legalaction for benefits under the Plan may be brought until the claimant (i) hassubmitted a written application for benefits in accordance with the proceduresdescribed by Section 10(a) above, (ii) has been notified by the PlanAdministrator that the application is denied (or the application is deemeddenied due to the Plan Administrator’s failure to act on it within theestablished time period), (iii) has filed a written request for a review of theapplication in accordance with the appeal procedure described in Section 10(c)above and (iv) has been notified in writing that the Plan Administrator hasdenied the appeal (or the appeal is deemed to be denied due to the PlanAdministrator’s failure to take any action on the claim within the timeprescribed by Section 10(d) above).**Section 11.      BASIS OF PAYMENTS TO ANDFROM 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.**  TheEmployer Identification Number assigned to the Company (which is the “PlanSponsor” as that term is used in ERISA) by the Internal Revenue Service is94-3200380.  The Plan Number assigned tothe Plan by the Plan Sponsor pursuant to the instructions of the InternalRevenue Service is 512.

**                           (b)         EndingDate for Plan’s Fiscal Year.**  The date ofthe end of the fiscal year for the purpose of maintaining the Plan’s records isDecember 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 “PlanAdministrator” of the Plan is IntraBiotics Pharmaceuticals, Inc., 2021 Stierlin Court, Mountain View,California 94043.  ThePlan Sponsor’s and Plan Administrator’s telephone number is (650) 526–6800.  The Plan Administrator is the namedfiduciary charged with the responsibility for administering the Plan.**Section 13.      STATEMENT OF ERISARIGHTS.
                           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’s office and at other specifiedlocations, such as work sites, all Plan documents and copies of all documentsfiled by the Plan with the U.S. Department of Labor, such as detailed annualreports;

**                           (b)**         Obtaincopies of all Plan documents and Plan information upon written request to thePlan Administrator.  The Administratormay make a reasonable charge for the copies; and

**                           (c)**         Receivea summary of the Plan’s annual financial report, in the case of a plan that isrequired to file an annual financial report with the Department of Labor.  (Generally, all pension plans and welfareplans with one hundred (100) or more participants must file these annualreports.)

                           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/ KENNETH J. KELLEY   Title: Chief Executive Officer  
 ********