**Exhibit 10.28**

**2001Officer Incentive Bonus PlanSummary**

 
| **ELIGIBILITY:**             | Section 16  Officers and Natalie McClure (The “Eligible Officers”)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                            |
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| **EFFECTIVE DATE:**          | July 1, 2001                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                            |
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| **Bonus Plan Awards:**       | The Eligible Officers shall be entitled  to the cash and stock awards set forth below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                            |
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| **Cash Award:**              | If an Eligible Officer remains employed  by the Company on January 31, 2002, the Company shall pay to such Eligible  Officer on January 31, 2002, a cash bonus equal to:  (a) 20% of the Eligible Officer’s base salary in effect on  January 31, 2002 for Section 16 officers and (b) 15% of the Eligible  Officer’s base salary in effect on January 31, 2002 for Natalie McClure.                                                                                                                                                                          |                                                                                                            |
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|                         | If prior to January 31, 2002, an  Eligible Officer’s employment is terminated and such termination constitutes  an involuntary termination without cause or a constructive termination, the  Company shall pay to such Eligible Employee within one business day after  such termination, an amount equal to:   (a) 20% of such Eligible Employee’s base salary in effect on the date  of such termination for Section 16 officers; and (b) 15% of such Eligible  Employee’s base salary in effect on the date of such termination for Natalie  McClure. |                                                                                                            |
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| **Stock Award:**             | Restricted common stock award under the  Company’s 2000 Equity Incentive Plan shall be granted on the Effective Date  to each Eligible Officer for the number of shares of common stock of  IntraBiotics as follows:                                                                                                                                                                                                                                                                                                                                                    |                                                                                                            |
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|                         | **OFFICER**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **Number  of Shares Pursuant to Stock Award**                                                                   |
|                         | Ken  Kelley                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 75,000                                                                                                          |
|                         | Hank  Fuchs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 50,000                                                                                                          |
|                         | Sandy  Wrobel                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 50,000                                                                                                          |
|                         | Natalie  McClure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 25,000                                                                                                          |
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| **Vesting of Stock Awards:** | In addition to the provisions of the  Company’s 2000 Equity Incentive Plan, the restricted common stock awards  identified above shall vest as to each Eligible Officer as follows:                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                            |
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|                         | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 100% of such restricted common stock  award shall vest in connection with certain change in control provisions; |   |
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|                         | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 50% of such restricted common stock  award shall vest on achievement of certain liquidity targets.              |   |
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|                         | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | in any event, 100% of such restricted  common stock award shall vest on June 30, 2006.                          |   |
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