Exhibit 10.4  


AFFYMAX, INC.



STOCK ISSUANCE AGREEMENT  


        AGREEMENT made as of this              day of
                        ,
             by and between Affymax, Inc., a Delaware corporation, and
                        , Participant in the Corporation's 2001 Stock
Option/Stock Issuance Plan. 


        All
capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement or in the attached Appendix. 


        A.    ISSUANCE OF SHARES



        1.     Award.    Participant is issued              shares
of Common Stock (the "Purchased Shares") in consideration for Participant's past services from                          to
                         to the
Corporation, pursuant to the provisions of the Plan. The fair market value of such Purchased Shares is $     per share (the "Purchase Price"). 


        2.     Stockholder Rights.    Until such time as the Corporation exercises the First
Refusal Right, Participant (or any successor in interest) shall have all stockholder rights (including voting, dividend and liquidation rights) with respect to the Purchased Shares, subject, however,
to the transfer restrictions of Articles B and C. 




        B.    SECURITIES LAW COMPLIANCE



        1.     Restricted Securities.    The Purchased Shares have not been registered under the
1933 Act and are being issued to Participant in reliance upon the exemption from such registration provided by SEC
Rule 701 for stock issuances under compensatory benefit plans such as the Plan. Participant hereby confirms that Participant has been informed that the Purchased Shares are restricted
securities under the 1933 Act and may not be resold or transferred unless the Purchased Shares are first registered under the Federal securities laws or unless an exemption from such registration is
available. Accordingly, Participant hereby acknowledges that Participant is prepared to hold the Purchased Shares for an indefinite period and that Participant is aware that SEC Rule 144 issued
under the 1933 Act which exempts certain resales of unrestricted securities is not presently available to exempt the resale of the Purchased Shares from the registration requirements of the 1933 Act. 


        2.     Disposition of Purchased Shares.    Participant shall make no disposition of the
Purchased Shares (other than a Permitted Transfer) unless and until there is compliance with all of the following requirements: 



          (i)  Participant
shall have provided the Corporation with a written summary of the terms and conditions of the proposed disposition. 


         (ii)  Participant
shall have complied with all requirements of this Agreement applicable to the disposition of the Purchased Shares. 


        (iii)  Participant
shall have provided the Corporation with written assurances, in form and substance satisfactory to the Corporation, that (a) the proposed
disposition does not require registration of the Purchased Shares under the 1933 Act or (b) all appropriate action necessary for compliance with the registration requirements of the 1933 Act or
any exemption from registration available under the 1933 Act (including Rule 144) has been taken. 




        The
Corporation shall not be required (i) to transfer on its books any Purchased Shares which have been sold or transferred in violation of the
provisions of this Agreement or (ii) to treat as the owner of the Purchased Shares, or otherwise to accord voting, dividend or liquidation rights to, any transferee
to whom the Purchased Shares have been transferred in contravention of this Agreement. 








 

        3.     Restrictive Legends.    The stock certificates for the Purchased Shares shall be
endorsed with one or more of the following restrictive legends: 


        "The
shares represented by this certificate have not been registered under the Securities Act of 1933. The shares may not be sold or offered for sale in the absence of (a) an
effective registration statement for the shares under such Act, (b) a "no action" letter of the Securities and Exchange Commission with respect to such sale or offer or (c) satisfactory
assurances to the Corporation that registration under such Act is not required with respect to such sale or offer." 


        "The
shares represented by this certificate are subject to certain rights of first refusal granted to the Corporation and accordingly may not be sold, assigned, transferred, encumbered,
or in any manner disposed of except in conformity with the terms of a written agreement dated                         ,
            , between the
Corporation and the registered holder of the shares (or the predecessor in interest to the shares). A copy of such agreement is maintained at the Corporation's principal corporate offices." 




        C.    TRANSFER RESTRICTIONS



        1.     Restriction on Transfer.    Except for any Permitted Transfer, Purchased Shares
shall not be transferred, assigned, encumbered or otherwise disposed of in contravention of the First Refusal Right or the Market Stand-Off. 



        2.     Transferee Obligations.    Each person (other than the Corporation) to whom the
Purchased Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Corporation that such person is bound
by the provisions of this Agreement and that the transferred shares are subject to (i) the First Refusal Right and (ii) the Market Stand-Off, to the same extent such shares
would be so subject if retained by Participant. 


        3.     Market Stand-Off. 



        (a)   In
connection with any underwritten public offering by the Corporation of its equity securities pursuant to an effective registration statement filed under the 1933 Act,
including the Corporation's initial public offering, Owner shall not sell, make any short sale of, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for
value or otherwise agree to engage in any of the foregoing transactions with respect to, any Purchased Shares without the prior written consent of the Corporation or its underwriters. Such restriction
(the "Market Stand-Off") shall be in effect for such period of time from and after the effective date of the final prospectus for the offering as may be requested by the Corporation or
such underwriters. In no event, however, shall such period exceed one hundred eighty (180) days, and the Market Stand-Off shall in no event be applicable to any underwritten public
offering effected more than two (2) years after the effective date of the Corporation's initial public offering. 


        (b)   Owner
shall be subject to the Market Stand-Off provided and only if the officers and directors of the Corporation are also
subject to similar restrictions. 


        (c)   Any
new, substituted or additional securities which are by reason of any Recapitalization or Reorganization distributed with respect to the Purchased Shares shall be
immediately subject to the Market Stand-Off, to the same extent the Purchased Shares are at such time covered by such provisions. 


        (d)   In
order to enforce the Market Stand-Off, the Corporation may impose stop-transfer instructions with respect to the Purchased Shares until the
end of the applicable stand-off period. 




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        D.    RIGHT OF FIRST REFUSAL



        1.     Grant.    The Corporation is hereby granted the right of first refusal (the "First
Refusal Right"), exercisable in connection with any proposed transfer of the Purchased Shares. For purposes of this Article D, the term "transfer" shall include any sale, assignment, pledge,
encumbrance or other disposition of the Purchased Shares intended to be made by Owner, but shall not include any Permitted Transfer. 



        2.     Notice of Intended Disposition.    In the event any Owner of Purchased Shares in
which Participant has vested desires to accept a bona fide third-party offer for the transfer of any or all of such shares (the Purchased Shares subject to such offer to be hereinafter referred to as
the "Target Shares"), Owner shall promptly (i) deliver to the Corporation written notice (the "Disposition Notice") of the terms of the offer, including the purchase price and the identity of
the third-party offeror, and (ii) provide satisfactory proof that the disposition of the Target Shares to such third-party offeror would not be in contravention of the provisions set forth in
Articles B and C. 


        3.     Exercise of the First Refusal Right.    The Corporation shall, for a period of
twenty-five (25) days following receipt of the Disposition Notice, have the right to repurchase any or all of the Target Shares subject to the Disposition Notice upon the same terms
as those specified therein or upon such other terms (not materially different from those specified in the Disposition Notice) to which Owner consents. Such right shall be exercisable by delivery of
written notice (the "Exercise Notice") to Owner prior to the expiration of the twenty-five (25)-day exercise period. If such right is exercised with respect to all the Target
Shares, then the Corporation shall effect the repurchase of such shares, including payment of the purchase price, not more than five (5) business days
after delivery of the Exercise Notice; and at such time the certificates representing the Target Shares shall be delivered to the Corporation. 


        Should
the purchase price specified in the Disposition Notice be payable in property other than cash or evidences of indebtedness, the Corporation shall have the right to pay the
purchase price in the form of cash equal in amount to the value of such property. If Owner and the Corporation cannot agree on such cash value within ten (10) days after the Corporation's
receipt of the Disposition Notice, the valuation shall be made by an appraiser of recognized standing selected by Owner and the Corporation or, if they cannot agree on an appraiser within twenty
(20) days after the Corporation's receipt of the Disposition Notice, each shall select an appraiser of recognized standing and the two (2) appraisers shall designate a third appraiser of
recognized standing, whose appraisal shall be determinative of such value. The cost of such appraisal shall be shared equally by Owner and the Corporation. The closing shall then be held on the
later of (i) the fifth (5th) business day following delivery of the Exercise Notice or (ii) the fifth (5th) business day after such valuation shall have been
made. 


        4.     Non-Exercise of the First Refusal Right.    In the event the Exercise
Notice is not given to Owner prior to the expiration of the twenty-five (25)-day exercise period, Owner shall have a period of thirty (30) days thereafter in which to
sell or otherwise dispose of the Target Shares to the third-party offeror identified in the Disposition Notice upon terms (including the purchase price) no more favorable to such third-party offeror
than those specified in the Disposition Notice; provided, however, that any such sale or disposition must not be effected in contravention of the provisions of Articles B
and C. The third-party offeror shall acquire the Target Shares subject to the First Refusal Right and the provisions and restrictions of Article B and Paragraph C.3, and any subsequent
disposition of the acquired shares must be effected in compliance with the terms and conditions of such First Refusal Right and the provisions and restrictions of Article B and
Paragraph C.3. In the event Owner does not effect such sale or disposition of the Target Shares 



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within
the specified thirty (30)-day period, the First Refusal Right shall continue to be applicable to any subsequent disposition of the Target Shares by Owner until such right lapses. 


        5.     Partial Exercise of the First Refusal Right.    In the event the Corporation makes
a timely exercise of the First Refusal Right with respect to a portion, but not all, of the Target Shares specified in the Disposition Notice, Owner shall have the option, exercisable by written
notice to the Corporation delivered within five (5) business days after Owner's receipt of the Exercise Notice, to effect the sale of the Target Shares pursuant to either of the following
alternatives: 



          (i)  sale
or other disposition of all the Target Shares to the third-party offeror identified in the Disposition Notice, but in full compliance with the requirements of
Paragraph D.4, as if the Corporation did not exercise the First Refusal Right; or 


         (ii)  sale
to the Corporation of the portion of the Target Shares which the Corporation has elected to purchase, such sale to be effected in substantial conformity with the
provisions of Paragraph D.3. The First Refusal Right shall continue to be applicable to any subsequent disposition of the remaining Target Shares until such right lapses. 




        Owner's
failure to deliver timely notification to the Corporation shall be deemed to be an election by Owner to sell the Target Shares pursuant to alternative (i) above. 


        6.     Recapitalization/Reorganization. 



        (a)   Any
new, substituted or additional securities or other property which is by reason of any Recapitalization distributed with respect to the Purchased Shares shall be
immediately subject to the First Refusal Right, but only to the extent the Purchased Shares are at the time covered by such right. 


        (b)   In
the event of a Reorganization, the First Refusal Right shall remain in full force and effect and shall apply to the new capital stock or other property received in
exchange for the Purchased Shares in consummation of the Reorganization, but only to the extent the Purchased Shares are at the time covered by such right. 




        7.     Lapse.    The First Refusal Right shall lapse upon the earliest to occur of
(i) the first date on which shares of the Common Stock are held of record by more than five hundred (500) persons, (ii) a determination made by the Board that a public market
exists for the outstanding shares of Common Stock or (iii) a firm commitment underwritten public offering, pursuant to an effective registration statement under the 1933 Act, covering the offer
and sale of the Common Stock in the aggregate amount of at least twenty million dollars ($20,000,000). However, the Market Stand-Off shall continue to remain in full force and effect
following the lapse of the First Refusal Right. 




        E.    GENERAL PROVISIONS



        1.     Assignment.    The Corporation may assign the First Refusal Right to any person or
entity selected by the Board, including (without limitation) one or more stockholders of the Corporation. 


        2.     At Will Employment.    Nothing in this Agreement or in the Plan shall confer upon
Participant any right to continue in Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or any Parent or Subsidiary employing
or retaining Participant) or of Participant, which rights are hereby expressly reserved by each, to terminate Participant's Service at any time for any reason, with or without cause. 


        3.     Notices.    Any notice required to be given under this Agreement shall be in
writing and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered or certified, postage prepaid and properly addressed to the party entitled to such notice at
the address indicated below such party's signature line on this Agreement or at such other address as 



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such
party may designate by ten (10) days advance written notice under this paragraph to all other parties to this Agreement. 


        4.     No Waiver.    The failure of the Corporation in any instance to exercise the First
Refusal Right shall not constitute a waiver of any other repurchase rights and/or rights of first refusal that may subsequently arise under the provisions of this Agreement or any other agreement
between the Corporation and Participant. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or
different nature. 


        5.     Cancellation of Shares.    If the Corporation shall make available, at the time and
place and in the amount and form provided in this Agreement, the consideration for the Purchased Shares to be repurchased in accordance with the provisions of this Agreement, then from and after such
time, the person from whom such shares are to be repurchased shall no longer have any rights as a holder of such shares (other than the right to receive payment of such consideration in accordance
with this Agreement). Such shares shall be deemed purchased in accordance with the applicable provisions hereof, and the Corporation shall be deemed the owner and holder of such shares, whether or not
the certificates therefor have been delivered as required by this Agreement. 




        F.     MISCELLANEOUS PROVISIONS



        1.     Governing Law.    This Agreement shall be governed by, and construed in accordance
with, the laws of the State of California without resort to that State's conflict-of-laws rules. 



        2.     Participant Undertaking.    Participant hereby agrees to take whatever additional
action and execute whatever additional documents the Corporation may deem necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on either
Participant or the Purchased Shares pursuant to the provisions of this Agreement. 


        3.     Agreement is Entire Contract.    This Agreement constitutes the entire contract
between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in conformity with the terms
of the Plan. 


        4.     Counterparts.    This Agreement may be executed in counterparts, each of which
shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 


        5.     Successors and Assigns.    The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Corporation and its successors and assigns and upon Participant, Participant's assigns and the legal representatives, heirs and legatees of Participant's estate,
whether or not any such person shall have become a party to this Agreement and have agreed in writing to join herein and be bound by the terms hereof. 



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        IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first indicated above. 



	 	 	AFFYMAX, INC.
	

 	
 	

By:	

    

	

 	
 	

Title:	

Director of Finance

	

 	
 	

Address:	

4001 Miranda Avenue
Palo Alto, CA 94304

	

 	
 	

 	

    
PARTICIPANT
	

 	
 	

Address:	

    

	

 	
 	

 	

    





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SPOUSAL ACKNOWLEDGMENT  


        The undersigned spouse of Participant has read and hereby approves the foregoing Stock Issuance Agreement. In consideration of the Corporation's granting
Participant the right to acquire the Purchased Shares in accordance with the terms of such Agreement, the undersigned hereby agrees to be irrevocably bound by all the terms of such Agreement. 



	 	 	 	    
PARTICIPANT'S SPOUSE
	

 	
 	

Address:	

    

	

 	
 	

 	

    











EXHIBIT I



2001 STOCK OPTION/STOCK ISSUANCE PLAN  







 
APPENDIX  


        The following definitions shall be in effect under the Agreement: 


        A.    Agreement shall mean this Stock Issuance Agreement. 


        B.    Board shall mean the Corporation's Board of Directors. 


        C.    Code shall mean the Internal Revenue Code of 1986, as amended. 


        D.    Common Stock shall mean the Corporation's common stock. 


        E.    Corporation shall mean Affymax, Inc., a Delaware corporation, and any successor
corporation to all or substantially all of the assets or voting stock of Affymax, Inc. which shall by appropriate action adopt the Plan. 


        F.     Disposition Notice shall have the meaning assigned to such term in Paragraph D.2. 



        G.    Exercise Notice shall have the meaning assigned to such term in Paragraph D.3. 


        H.    Fair Market Value of a share of Common Stock on any relevant date, prior to the initial
public offering of the Common Stock, shall be determined by the Plan Administrator after taking into account such factors as it shall deem appropriate. 


        I.     First Refusal Right shall have the meaning assigned to such term in Article D. 



        J.     Market Stand-Off shall mean the market stand-off restriction
specified in Paragraph C.4. 


        K.    1933 Act shall mean the Securities Act of 1933, as amended. 


        L.    Owner shall mean Participant and all subsequent holders of the Purchased Shares who derive
their chain of ownership through a Permitted Transfer from Participant. 


        M.   Parent shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations ending with the Corporation, provided each corporation in the unbroken chain (other than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 


        N.    Participant shall mean the person to whom shares are issued under the Stock Issuance Program. 



        O.    Permitted Transfer shall mean (i) a gratuitous transfer of the Purchased Shares,
provided and only if Participant obtains the Corporation's prior written consent to such transfer, (ii) a transfer of title to the Purchased Shares effected
pursuant to Participant's will or the laws of inheritance following Participant's death or (iii) a transfer to the Corporation in pledge as security for any purchase-money indebtedness incurred
by Participant in connection with the acquisition of the Purchased Shares. 


        P.     Plan shall mean the Corporation's 2001 Stock Option/Stock Issuance Plan attached hereto as
Exhibit I. 


        Q.    Plan Administrator shall mean either the Board or a committee of the Board acting in its
capacity as administrator of the Plan. 


        R.    Purchase Price shall have the meaning assigned to such term in Paragraph A.1. 


        S.     Purchased Shares shall have the meaning assigned to such term in Paragraph A.1. 



        T.     Recapitalization shall mean any stock split, stock dividend, recapitalization, combination of
shares, exchange of shares or other change affecting the Corporation's outstanding Common Stock as a class without the Corporation's receipt of consideration. 


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        U.    Reorganization shall mean any of the following transactions: 



          (i)  a
merger or consolidation in which the Corporation is not the surviving entity, 


         (ii)  a
sale, transfer or other disposition of all or substantially all of the Corporation's assets, 


        (iii)  a
reverse merger in which the Corporation is the surviving entity but in which the Corporation's outstanding voting securities are transferred in whole or in part to a
person or persons different from the persons holding those securities immediately prior to the merger, or 



        (iv)  any
transaction effected primarily to change the state in which the Corporation is incorporated or to create a holding company structure. 




        V.     SEC shall mean the Securities and Exchange Commission. 


        W.    Service shall mean the Participant's performance of services for the Corporation (or any
Parent or Subsidiary) in the capacity of an employee, subject to the control and direction of the employer entity as to both the work to be performed and the manner and method of performance, a
non-employee member of the board of directors or an independent consultant. 


        X.    Stock Issuance Program shall mean the Stock Issuance Program under the Plan. 


        Y.    Subsidiary shall mean any corporation (other than the Corporation) in an unbroken chain of
corporations beginning with the Corporation, provided each corporation (other than the last corporation) in the unbroken chain owns, at the time of the determination, stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 


        Z.    Target Shares shall have the meaning assigned to such term in Paragraph D.2. 


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