Exhibit 10.6  


AFFYMAX, INC.

2006 EQUITY INCENTIVE PLAN  


OPTION GRANT NOTICE  


        Affymax, Inc. (the "Company"), pursuant to its 2006 Equity Incentive Plan (the
"Plan"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject
to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 



	Optionholder:	 	

	Date of Grant:	 	

	Vesting Commencement Date:	 	

	Number of Shares Subject to Option:	 	

	Exercise Price (Per Share):	 	

	Total Exercise Price:	 	

	Expiration Date:	 	







	Type of Grant:	 	o    Incentive Stock Option(1)                o    Nonstatutory Stock Option
	

Exercise Schedule:	
 	

[Initial Grant: 1/4th of the shares vest and become exercisable one year after the Vesting Commencement Date; the balance of the shares vest and become exercisable in a series of thirty-six (36) successive equal monthly installments
measured from the first anniversary of the Vesting Commencement Date.]
	

 	
 	

[Refresher Grant: The shares vest and become exercisable in a series of forty-eight (48) successive equal monthly installments over the four (4)-year period measured from the Vesting Commencement Date.]
	

Payment:	
 	

By one or a combination of the following items (described in the Option Agreement):
	

 	
 	

ý By cash or check
	 	 	ý Pursuant to a Regulation T Program if the Shares are publicly traded
	 	 	ý By delivery of already-owned shares if the Shares are publicly traded
	 	 	o By net exercise(2)





        Additional Terms/Acknowledgements:    The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this
Option Grant Notice, the Option Agreement, and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the Option Agreement, and the Plan set forth the
entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements 










on
that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: 



	OTHER AGREEMENTS:	 	 
	 	 	

	 	 	






	AFFYMAX, INC.	 	OPTIONHOLDER:
	

By:	
 	

 	
 	

 
	 	 	
	 	

	Signature	 	Signature
	Title:	 	 	 	Date:	 	 
	 	 	
	 	 	 	

	Date:	 	 	 	 	 	 
	 	 	
	 	 	 	 





ATTACHMENTS: Option Agreement, 2006 Equity Incentive Plan, and Notice of Exercise 




	(1)
	If
this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than
$100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.



	(2)
	An
Incentive Stock Option may not be exercised by a net exercise arrangement. 







ATTACHMENT I

OPTION AGREEMENT  







ATTACHMENT II

2006 EQUITY INCENTIVE PLAN  








ATTACHMENT III

NOTICE OF EXERCISE  








   AFFYMAX, INC.

2006 EQUITY INCENTIVE PLAN  


OPTION AGREEMENT

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)  


        Pursuant to your Option Grant Notice ("Grant Notice") and this Option Agreement, Affymax, Inc. (the
"Company") has granted you an option under its 2006 Equity Incentive Plan (the "Plan") to purchase the
number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined in this Option Agreement but
defined in the Plan shall have the same definitions as in the Plan. 


        The
details of your option are as follows: 


	1.
	VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will
cease upon the termination of your Continuous Service.



	2.
	NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share
referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.



	3.
	EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. In the event that you are an Employee eligible for overtime compensation
under the Fair Labor Standards Act of 1938, as amended (i.e., a "Non-Exempt Employee"), you
may not exercise your option until you have completed at least six (6) months of Continuous Service measured from the Date of Grant specified in your Grant Notice, notwithstanding any other
provision of your option.



	4.
	METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make
payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the
following: 

 
	(a)
	Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either
the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.  

 
	(b)

	Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock either that you have held for the period required to
avoid classification of your option as a liability for financial accounting purposes (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are
owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. "Delivery" for these purposes, in the sole discretion
of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company.
Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company's stock.


 



	5.
	WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.



	6.
	SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares
of Common Stock issuable upon such exercise are then 


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registered
under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if the Company
determines that such exercise would not be in material compliance with such laws and regulations. 



	7.
	TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on
the Date of Grant and expires upon the earliest of the following: 

 
	(a)
	three (3) months after the termination of your Continuous Service for any reason other than your Disability or death; provided,
however, that (i) if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in Section 6,
your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your
Continuous Service and (ii) if (x) you are a Non-Exempt Employee, (y) you terminate your Continuous Service within six (6) months after the Date of Grant
specified in your Grant Notice, and (z) you have vested in a portion of your option at the time of your termination of Continuous Service, your option shall not expire until the earlier of
(A) the later of the date that is seven (7) months after the Date of Grant specified in your Grant Notice or the date that is three (3) months after the termination of your
Continuous Service, or (B) the Expiration Date;  

 
	(b)
	twelve (12) months after the termination of your Continuous Service due to your
Disability;  

 
	(c)
	eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after
your Continuous Service
terminates;  

 
	(d)
	the Expiration Date indicated in your Grant Notice; or  

 
	(e)

	the day before the tenth (10th) anniversary of the Date of Grant. 






        If
your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code requires that at all times
beginning on the date of grant of your option and ending on the day three (3) months before the date of your option's exercise, you must be an employee of the Company or an Affiliate, except in
the event of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will
necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise
exercise your option more than three (3) months after the date your employment with the Company or an Affiliate terminates. 


	8.
	EXERCISE. 

 
	(a)
	You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then
require.  

 
	(b)
	By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an
arrangement providing for
the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock
acquired upon such exercise. 





2







 



	(c)
	If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within fifteen (15) days
after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two (2) years after the date of your option grant or within one
(1) year after such shares of Common Stock are transferred upon exercise of your option.


 



	9.
	TRANSFERABILITY. Your option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during
your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your
death, shall thereafter be entitled to exercise your option. In addition, you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under
Section 671 of the Code and applicable state law) while the option is held in the trust, provided that you and the trustee enter into transfer and other agreements required by the Company.



	10.
	OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to
create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to continue your employment. In addition, nothing
in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.



	11.
	WITHHOLDING OBLIGATIONS. 

 
	(a)
	At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll
and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "cashless exercise" pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with the exercise of your option.  

 
	(b)
	Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable legal conditions or restrictions, the
Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as a
liability for financial accounting purposes). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.  

 
	(c)

	You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to
exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common
Stock from any escrow provided for herein unless such obligations are satisfied.


 



	12.
	NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you
provided to the Company.



	13.
	GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of
your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 


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   NOTICE OF EXERCISE  



	Affymax, Inc.

4001 Miranda Avenue

Palo Alto, CA 94304	 	Date of Exercise:                        





Ladies and Gentlemen: 


        This
constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. 



	Type of option (check one):	 	 	o Incentive	 	o Nonstatutory
	

Stock option dated:	
 	
 	

            	
 	

 
	

Number of shares as to which option is exercised:	
 	
 	

            	
 	

 
	

Certificates to be issued in name of:	
 	
 	

            	
 	

 
	

Total exercise price:	
 	
$	

            	
 	

 
	

Cash payment delivered herewith:	
 	
$	

            	
 	

 
	

Value of            shares of Affymax, Inc. Common Stock delivered herewith(1):	
 	
$	

            	
 	

 





        By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Affymax, Inc. 2006 Equity Incentive Plan, (ii) to
provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an
incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs
within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 



	 	Very truly yours,
	

 	








	(1)
	Shares
must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, must have been owned for
the minimum period required in the option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed
assignment separate from certificate. 


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NON-DISCRETIONARY GRANT PROGRAM  


AFFYMAX, INC.

2006 EQUITY INCENTIVE PLAN  


OPTION GRANT NOTICE

([IPO] [INITIAL] [ANNUAL] GRANT)  


        Affymax, Inc. (the "Company"), pursuant to its 2006 Equity Incentive Plan (the
"Plan"), hereby grants to Optionholder an option to purchase the number of shares of the Company's Common Stock set forth below. This option is subject
to all of the terms and conditions as set forth herein and in the Option Agreement, the Plan, and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. 



	Optionholder:	 	

	Date of Grant:	 	

	Number of Shares Subject to Option:	 	

	Exercise Price (Per Share):	 	

	Total Exercise Price:	 	

	Expiration Date:	 	







	Type of Grant:	 	Nonstatutory Stock Option
	

Exercise Schedule:	
 	

[IPO Grant: The shares vest and become exercisable in a series of thirty-six (36) successive equal monthly installments over the three (3)-year period measured from the Date of Grant.]
	

 	
 	

[Initial Grant: The shares vest and become exercisable in a series of thirty-six (36) successive equal monthly installments over the three (3)-year period measured from the Date of Grant.]
	

 	
 	

[Annual Grant: The shares vest and become exercisable in a series of twelve (12) successive equal monthly installments over the one (1)-year period measured from the Date of Grant.]
	

Payment:	
 	

By one or a combination of the following items (described in the Option Agreement):
	

 	
 	

ý By cash or check
	 	 	ý Pursuant to a Regulation T Program if the Shares are publicly traded
	 	 	ý By delivery of already-owned shares if the Shares are publicly traded
	 	 	o By net exercise





        Additional Terms/Acknowledgements:    The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this
Option Grant Notice, the Option Agreement, and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Option Grant Notice, the Option Agreement, and the Plan set forth the
entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company and supersede all prior oral and written agreements 










on
that subject with the exception of (i) options previously granted and delivered to Optionholder under the Plan, and (ii) the following agreements only: 



	OTHER AGREEMENTS:	 	 
	 	 	

	 	 	






	AFFYMAX, INC.	 	OPTIONHOLDER:
	

By:	
 	

 	
 	

 
	 	 	
	 	

	Signature	 	Signature
	Title:	 	 	 	Date:	 	 
	 	 	
	 	 	 	

	Date:	 	 	 	 	 	 
	 	 	
	 	 	 	 





ATTACHMENTS: Option Agreement, 2006 Equity Incentive Plan, and Notice of Exercise 







NON-DISCRETIONARY GRANT PROGRAM  


ATTACHMENT I

OPTION AGREEMENT  







NON-DISCRETIONARY GRANT PROGRAM  


ATTACHMENT II

2006 EQUITY INCENTIVE PLAN  







NON-DISCRETIONARY GRANT PROGRAM  


ATTACHMENT III

NOTICE OF EXERCISE  








   NON-DISCRETIONARY GRANT PROGRAM  


AFFYMAX, INC.

2006 EQUITY INCENTIVE PLAN  


OPTION AGREEMENT

(NONSTATUTORY STOCK OPTION)  


        Pursuant to your Option Grant Notice ("Grant Notice") and this Option Agreement, Affymax, Inc. (the
"Company") has granted you an option pursuant to the Non-Discretionary Grant Program under its 2006 Equity Incentive Plan (the
"Plan") to purchase the number of shares of the Company's Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant
Notice. Defined terms not explicitly defined in this Option Agreement but defined in the Plan shall have the same definitions as in the Plan. 


        The
details of your option are as follows: 


	1.
	VESTING. Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that vesting will
cease upon the termination of your Continuous Service.



	2.
	NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share
referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.



	3.
	METHOD OF PAYMENT. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect to make
payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the
following: 

 
	(a)
	Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either
the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.  

 
	(b)

	Provided that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, by delivery to the Company (either by actual delivery or attestation) of already-owned shares of Common Stock either that you have held for the period required to
avoid classification of your option as a liability for financial accounting purposes (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are
owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. "Delivery" for these purposes, in the sole discretion
of the Company at the time you exercise your option, shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company.
Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent such tender would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company's stock.


 



	4.
	WHOLE SHARES. You may exercise your option only for whole shares of Common Stock.



	5.
	SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless the shares
of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common Stock are not then so registered, the Company has determined that such exercise
and issuance would be exempt from the 


1







 

registration
requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing your option, and you may not exercise your option if
the Company determines that such exercise would not be in material compliance with such laws and regulations. 



	6.
	TERM. You may not exercise your option before the commencement or after the expiration of its term. The term of your option commences on
the Date of Grant and expires upon the earliest of the following: 

 
	(a)
	three (3) months after the termination of your Continuous Service for any reason other than your Disability or death or upon a Change in Control,
provided that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth in Section 5, your option shall not expire until
the earlier of the Expiration Date or until it shall have been exercisable for an aggregate period of three (3) months after the termination of your Continuous Service;  

 
	(b)

	twelve (12) months after the termination of your Continuous Service due to your Disability;  

 

	(c)
	eighteen (18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous Service
terminates;  

 
	(d)
	twelve (12) months after the effective date of a Change in Control if termination occurs as of, or within twelve (12)
 months following the
effective date of such a Change in Control;  

 
	(e)
	the Expiration Date indicated in your Grant Notice; or  



	(f)
	the day before the tenth (10th) anniversary of the Date of Grant.



 



	7.
	EXERCISE. 

 
	(a)
	You may exercise the vested portion of your option during its term by delivering a Notice of Exercise (in a form designated by the Company) together with the
exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then
require.  

 
	(b)
	By exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into an
arrangement providing for
the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, or (ii) the disposition of shares of Common Stock
acquired upon such exercise.


 



	8.
	TRANSFERABILITY. Your option is transferable only by will or by the laws of descent and distribution and is exercisable only by you
during your lifetime. However, you may transfer your option for no consideration upon written consent of the Board (i) if, at the time of transfer, a Form S-8 registration
statement under the Securities Act is available for the issuance of shares by the Company upon the exercise of such transferred option, or (ii) the transfer is to your employer at the time of
transfer or an affiliate of your employer at the time of transfer. Any such transfer is subject to such limits as the Board may establish, and subject to the transferee agreeing to remain subject to
all the terms and conditions applicable to your option prior to such transfer. The forgoing right to transfer your option shall apply to the right to consent to amendments to the Option Agreement for
such option. In addition, until you transfers the option, you may, by delivering written notice to the Company, in a form provided by or otherwise satisfactory to the Company, designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your option. 


2







 
	9.
	CHANGE IN CONTROL. 

 
	(a)
	Your option shall become fully vested and exercisable immediately prior to the effectiveness of a Change in Control.  

 
	(b)

	If any payment or benefit you would receive pursuant to a Change in Control from the Company or otherwise
("Payment") would (i) constitute a "parachute payment" within the meaning of Section 280G of the Code, and (ii) but for this
sentence, be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Company shall cause to be determined,
before any amounts of the Payment are paid to you, which of the following two alternative forms of payment would maximize your after-tax proceeds: (i) payment in full of the entire
amount of the Payment (a "Full Payment"), or (ii) payment of only a part of the Payment so that you receive the largest payment possible without
the imposition of the Excise Tax (a "Reduced Payment"), whichever amount results in your receipt, on an after-tax basis, of the greater
amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the
Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the
maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent
permitted under the Reduced Payment alternative, and you shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments and/or benefits
shall occur in the following order unless you elect in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the
event that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of
accelerated vesting of stock options; and (4) reduction of other benefits paid to you. In the event that acceleration of compensation from your equity awards is to be reduced, such acceleration
of vesting shall be canceled in the reverse order of the date of grant unless you elect in writing a different order for cancellation.  

 
	(c)
	The
accounting firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall perform the
foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall
appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required
to be made hereunder.  

 
	(d)
	The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed
supporting documentation, to you and
the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by
you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Payment, it shall furnish you and
the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be
final, binding and conclusive upon you and the Company.


 



	10.
	OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option shall be deemed to
create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate 


3







 

to
continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate, their respective stockholders, Boards of Directors, Officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company or an Affiliate. 



	11.
	WITHHOLDING OBLIGATIONS. 

 
	(a)
	At the time you exercise your option, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll
and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a "cashless exercise" pursuant to a program developed under Regulation T as
promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Company or an
Affiliate, if any, which arise in connection with the exercise of your option.  

 
	(b)
	Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable legal conditions or restrictions, the
Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid classification of your option as
a liability for financial accounting purposes). Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole responsibility.  

 
	(c)

	You may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly, you may not be able to
exercise your option when desired even though your option is vested, and the Company shall have no obligation to issue a certificate for such shares of Common Stock or release such shares of Common
Stock from any escrow provided for herein unless such obligations are satisfied.


 



	12.
	NOTICES. Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you
provided to the Company.



	13.
	GOVERNING PLAN DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of
your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of the Plan shall control. 


4








   NOTICE OF EXERCISE  



	Affymax, Inc.

4001 Miranda Avenue

Palo Alto, CA 94304	 	Date of Exercise:                        





Ladies and Gentlemen: 


        This
constitutes notice under my stock option that I elect to purchase the number of shares for the price set forth below. 



	Type of option (check one):	 	 	o Incentive	 	o Nonstatutory
	

Stock option dated:	
 	
 	

            	
 	

 
	

Number of shares as to which option is exercised:	
 	
 	

            	
 	

 
	

Certificates to be issued in name of:	
 	
 	

            	
 	

 
	

Total exercise price:	
 	
$	

            	
 	

 
	

Cash payment delivered herewith:	
 	
$	

            	
 	

 
	

Value of            shares of Affymax, Inc. Common Stock delivered herewith(1):	
 	
$	

            	
 	

 





        By
this exercise, I agree (i) to provide such additional documents as you may require pursuant to the terms of the Affymax, Inc. 2006 Equity Incentive Plan, (ii) to
provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and (iii) if this exercise relates to an
incentive stock option, to notify you in writing within fifteen (15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this option that occurs
within two (2) years after the date of grant of this option or within one (1) year after such shares of Common Stock are issued upon exercise of this option. 



	 	Very truly yours,
	

 	








	(1)
	Shares
must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option being exercised, must have been owned for
the minimum period required in the option, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed
assignment separate from certificate. 


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