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   Exhibit 10.34


MAXIM PHARMACEUTICALS, INC.

2000 NONSTATUTORY STOCK OPTION PLAN  


Adopted August 29, 2000

Amended November 17, 2000

Termination Date: August 28, 2010  


1.  PURPOSES.



    (a) Eligible Option Recipients. The persons eligible to receive Options are the Employees, Directors and Consultants of
the Company and its Affiliates. 


    (b) Available Options. The purpose of the Plan is to provide a means by which eligible recipients of Options may be
given an opportunity to benefit from increases in value of the Common Stock through the granting of Nonstatutory Stock Options. 



    (c) General Purpose. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to
receive Options, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 




2.  DEFINITIONS.



    (a) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether
now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 


    (b) "Board" means the Board of Directors of the Company. 


    (c) "Code" means the Internal Revenue Code of 1986, as amended. 



    (d) "Committee" means a committee of one or more members of the Board appointed by the Board in
accordance with subsection 3(c). 


    (e) "Common Stock" means the common stock of the Company. 


    (f)  "Company" means Maxim Pharmaceuticals, Inc., a Delaware corporation. 


    (g) "Consultant" means any person, including an advisor, (i) engaged by the Company or an
Affiliate to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term "Consultant"
shall not include either Directors who are not compensated by the Company for their services as Directors or Directors who are merely paid a director's fee by the Company for their services as
Directors. 


    (h) "Continuous Service" means that the Optionholder's service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. The Optionholder's Continuous Service shall not be deemed to have terminated merely because of a change in the
capacity in which the Optionholder renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Optionholder renders such service,
provided that there is no interruption or termination of the Optionholder's 



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Continuous Service. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board
or the chief executive officer of the Company, in that party's sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by
that party, including sick leave, military leave or any other personal leave. 


    (i)  "Director" means a member of the Board of Directors of the Company. 


    (j)  "Disability" means the permanent and total disability of a person within the meaning of
Section 22(e)(3) of the Code. 


    (k) "Employee" means any person employed by the Company or an Affiliate. Mere service as a
Director or payment of a director's fee by the Company or an Affiliate shall not be sufficient to constitute "employment" by the Company or an Affiliate. 


    (l)  "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


    (m) "Fair Market Value" means, as of any date, the value of the Common Stock determined as
follows: 



     (i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the
Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or
market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The
Wall Street Journal or such other source as the Board deems reliable. 



    (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the
Board. 




    (n) "Non-Employee Director" means a Director who either (i) is not a current
Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or a subsidiary for services rendered as a
consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item
404(a) of Regulation S-K promulgated pursuant to the Securities Act ("Regulation S-K")), does not possess an interest in any other transaction as to which
disclosure would be required under Item 404(a) of Regulation S-K and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of
Regulation S-K; or (ii) is otherwise considered a "non-employee director" for purposes of Rule 16b-3. 


    (o) "Nonstatutory Stock Option" means an Option not intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 


    (p) "Officer" means a person who possesses the authority of an "officer" as that term is used in
Rule 4460(i)(1)(A) of the Rules of the National Association of Securities Dealers, Inc. For purposes of the Plan, a person in the position of "Vice President" or higher shall be
classified as an "Officer" unless the Board or Committee expressly finds that such person does not possess the authority of an "officer" as that term is used in Rule 4460(i)(1)(A) of the Rules
of the National Association of Securities Dealers, Inc. 


    (q) "Option" means a Nonstatutory Stock Option granted pursuant to the Plan. 


    (r) "Option Agreement" means a written agreement between the Company and an Optionholder
evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 



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    (s) "Optionholder" means a person to whom an Option is granted pursuant to the Plan or, if
applicable, such other person who holds an outstanding Option. 


    (t) "Plan" means this Maxim Pharmaceuticals, Inc. 2000 Nonstatutory Stock Option Plan. 


    (u) "Rule 16b-3" means Rule 16b-3 promulgated under the
Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 



    (v) "Securities Act" means the Securities Act of 1933, as amended. 




3.  ADMINISTRATION.



    (a) Administration by Board. The Board shall administer the Plan unless and until the Board delegates administration to
a Committee, as provided in subsection 3(c). 


    (b) Powers of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions
of the Plan: 



     (i) To determine from time to time which of the persons eligible under the Plan shall be granted Options; when and how
each Option shall be granted; what type or combination of types of Option shall be granted; the provisions of each Option granted (which need not be identical), including the time or times when a
person shall be permitted to receive Common Stock pursuant to an Option; and the number of shares of Common Stock with respect to which an Option shall be granted to each such person. 


    (ii) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it
shall deem necessary or expedient to make the Plan fully effective. 


   (iii) To amend the Plan or an Option as provided in Section 11. 


    (iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote
the best interests of the Company which are not in conflict with the provisions of the Plan. 




    (c) Delegation to Committee.



     (i) General. The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more
members of the Board, and the term "Committee" shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have,
in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is
authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan. 


    (ii) Committee Composition when Common Stock is Publicly Traded. At such time as the Common Stock is publicly traded, in
the discretion of the Board, a Committee may consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such authority, the
Board or the Committee may delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority to grant Options to eligible persons who are not
then subject to Section 16 of the Exchange Act. 




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    (d) Effect of Board's Decision. All determinations, interpretations and constructions made by the Board in good faith
shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 




4.  SHARES SUBJECT TO THE PLAN.



    (a) Share Reserve. Subject to the provisions of Section 10 relating to adjustments upon changes in Common Stock,
the Common Stock that may be issued pursuant to Options shall not exceed in the aggregate seven hundred fifty thousand (750,000) shares of Common Stock. 


    (b) Reversion of Shares to the Share Reserve. If any Option shall for any reason expire or otherwise terminate, in whole
or in part, without having been exercised in full, the shares of Common Stock not acquired under such Option shall revert to and again become available for issuance under the Plan. 


    (c) Source of Shares. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought
on the market or otherwise. 




5.  ELIGIBILITY.



    (a) Eligibility for Specific Options. Nonstatutory Stock Options may be granted to Employees, Directors and Consultants. 



    (b) Restrictions on Eligibility. Notwithstanding the foregoing, the aggregate number of shares issued pursuant to
Options granted to Officers and Directors shall be less than fifty percent (50%) of the number of shares reserved for issuance under the Plan as determined at the time of each such issuance to an
Officer or Director, except that there shall be excluded from this calculation shares issued to Officers not previously employed by the Company pursuant to Options granted as an inducement essential
to such individuals entering into employment contracts with the Company. 



    (c) Consultants.



     (i) A
Consultant shall not be eligible for the grant of an Option if, at the time of grant, a Form S-8 Registration Statement under the Securities
Act ("Form S-8") is not available to register either the offer or the sale of the Company's securities to such Consultant because of the nature of the services that the Consultant
is providing to the Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines
both (i) that such grant (A) shall be registered in another manner under the Securities Act (e.g., on a Form S-3
Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that such
grant complies with the securities laws of all other relevant jurisdictions. 


    (ii) Form S-8 generally is available to consultants and advisors only if (i) they are natural
persons; (ii) they provide bona fide services to the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer's parent; and (iii) the services
are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer's securities. 





6.  OPTION PROVISIONS.


    Each
Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical, but each
Option shall 


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include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: 



    (a) Term. The term of an Option shall be the term determined by the Board, either at the time of grant of the Option or
as the Option may be amended thereafter. 


    (b) Exercise Price of a Nonstatutory Stock Option. The exercise price of each Nonstatutory Stock Option shall be not
less than eighty-five percent (85%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory
Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a
manner satisfying the provisions of Section 424(a) of the Code. 


    (c) Consideration. The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent
permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board at the time of the grant of the Option (or
subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the Company of other Common Stock, (2) according to a deferred payment or other similar arrangement with the
Optionholder or (3) in any other form of legal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of Common Stock
acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the
Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). At any time that
the Company is incorporated in Delaware, payment of the Common Stock's "par value," as defined in the Delaware General Corporation Law, shall not be made by deferred payment. 




    In
the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment
as interest, under
any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement. 



    (d) Transferability of a Nonstatutory Stock Option. A Nonstatutory Stock Option shall be transferable to the extent
provided in the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory Stock Option shall not be transferable except by will or by the laws of
descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering written notice to
the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 


    (e) Vesting Generally. The total number of shares of Common Stock subject to an Option may, but need not, vest and
therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when it may be exercised
(which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this subsection 6(e) are subject to
any Option provisions governing the minimum number of shares of Common Stock as to which an Option may be exercised. 


    (f)  Termination of Continuous Service. In the event an Optionholder's Continuous Service terminates (other than upon
the Optionholder's death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) but
only within such period of time ending on the earlier of 



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(i) the date three (3) months following the termination of the Optionholder's Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) the
expiration of the term of the Option as set forth in the Option Agreement; provided, however, that the Board may in its sole discretion extend the exercise period of any Option for up to thirty
(30) days after the date specified in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the
Option shall terminate. 


    (g) Disability of Optionholder. In the event that an Optionholder's Continuous Service terminates as a result of the
Optionholder's Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination), but only within
such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement) or
(ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein,
the Option shall terminate. 


    (h) Death of Optionholder. In the event (i) an Optionholder's Continuous Service terminates as a result of the
Optionholder's death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder's Continuous Service for a reason other
than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder's estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder's death pursuant to subsection 6(d), but only within the period ending on
the earlier of (1) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement) or (2) the expiration of the term
of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate. 


    (i)  Extension of Termination Date. An Optionholder's Option Agreement may also provide that if the exercise of the
Option following the termination of the Optionholder's Continuous Service (other than upon the Optionholder's death or Disability) would be prohibited at any time solely because the issuance of shares
of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in
subsection 6(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionholder's Continuous Service during which the exercise of the Option would not be
in violation of such registration requirements. 


    (j)  Early Exercise. The Option may, but need not, include a provision whereby the Optionholder may elect at any time
before the Optionholder's Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any
unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate. 


    (k) Re-Load Options.



     (i) Without in any way limiting the authority of the Board to make or not to make grants of Options hereunder, the Board
shall have the authority (but not an obligation) to include as part of any Option Agreement a provision entitling the Optionholder to a further Option (a "Re-Load Option") in the event the
Optionholder exercises the Option evidenced by the Option Agreement, in whole or in part, by surrendering other shares of Common Stock in accordance with this Plan and the terms and conditions of the
Option Agreement. Unless otherwise specifically provided in the Option, the Optionholder shall not surrender shares of Common Stock acquired, directly or indirectly from the Company, unless such
shares have 




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been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). 


    (ii) Any such Re-Load Option shall (1) provide for a number of shares of Common Stock equal to the
number of shares of Common Stock surrendered as part or all of the exercise price of such Option; (2) have an expiration date which is the same as the expiration date of the Option the exercise
of which gave rise to such Re-Load Option; and (3) have an exercise price which is equal to one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the
Re-Load Option on the date of exercise of the original Option. Notwithstanding the foregoing, a Re-Load Option shall be subject to the same exercise price and term provisions
heretofore described for Options under the Plan. 


   (iii) Any such Re-Load Option shall be a Nonstatutory Stock Option. There shall be no Re-Load
Options on a Re-Load Option. Any such Re-Load Option shall be subject to the availability of sufficient shares of Common Stock under subsection 4(a) and shall be subject to
such other terms and conditions as the Board may determine which are not inconsistent with the express provisions of the Plan regarding the terms of Options. 





7.  COVENANTS OF THE COMPANY.



    (a) Availability of Shares. During the terms of the Options, the Company shall keep available at all times the number of
shares of Common Stock required to satisfy such Options. 


    (b) Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having
jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shall
not require the Company to register under the Securities Act the Plan, any Option or any Common Stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is
unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company
shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Options unless and until such authority is obtained. 




8.  USE OF PROCEEDS FROM STOCK.


    Proceeds
from the sale of Common Stock pursuant to Options shall constitute general funds of the Company. 


9.  MISCELLANEOUS.



    (a) Acceleration of Exercisability and Vesting. The Board shall have the power to accelerate the time at which an Option
may first be exercised or the time during which an Option or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Option stating the time at which it may first
be exercised or the time during which it will vest. 


    (b) Stockholder Rights. No Optionholder shall be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares of Common Stock subject to such Option unless and until such Optionholder has satisfied all requirements for exercise of the Option pursuant to its terms. 


    (c) No Employment or other Service Rights. Nothing in the Plan or any instrument executed or Option granted pursuant
thereto shall confer upon any Optionholder any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Option was granted or shall affect the right of the
Company or an Affiliate to terminate (i) the employment of an 



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Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant's agreement with the Company or an Affiliate or
(iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is
incorporated, as the case may be. 


    (d) Investment Assurances. The Company may require an Optionholder, as a condition of exercising or acquiring Common
Stock under any Option, (i) to give written assurances satisfactory to the Company as to the Optionholder's knowledge and experience in financial and business matters and/or to employ a
purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together
with the purchaser representative, the merits and risks of exercising the Option; and (ii) to give
written assurances satisfactory to the Company stating that the Optionholder is acquiring Common Stock subject to the Option for the Optionholder's own account and not with any present intention of
selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares of
Common Stock upon the exercise or acquisition of Common Stock under the Option has been registered under a then currently effective registration statement under the Securities Act or (2) as to
any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may,
upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the Common Stock. 


    (e) Withholding Obligations. To the extent provided by the terms of an Option Agreement, the Optionholder may satisfy
any federal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under an Option by any of the following means (in addition to the Company's right to
withhold from any compensation paid to the Optionholder by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares
of Common Stock from the shares of Common Stock otherwise issuable to the Optionholder as a result of the exercise or acquisition of Common Stock under the Option, provided, however, that no shares of
Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and unencumbered shares of Common Stock. 




10. ADJUSTMENTS UPON CHANGES IN STOCK.



    (a) Capitalization Adjustments. If any change is made in the Common Stock subject to the Plan, or subject to any Option,
without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be
appropriately adjusted in the class(es) and maximum number of securities subject to the Plan pursuant to subsection 4(a) and the maximum number of securities subject to award to any person pursuant to
subsection 5(c), and the outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per share of Common Stock subject to such outstanding Options. The Board
shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction "without
receipt of consideration" by the Company.) 



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    (b) Dissolution or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding
Options shall terminate immediately prior to such event. 


    (c) Asset Sale. In the event of a sale of all or substantially all of the assets of the Company, then all Options
outstanding under the Plan shall continue in full force and effect. 


    (d) Merger or Consolidation In Which The Company Is Not The Surviving Corporation. In the event of a merger or
consolidation in which the Company is not the surviving corporation, then any surviving corporation or acquiring corporation shall assume any Options outstanding under the Plan or shall substitute
similar options (including an award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 10(d)) for those outstanding under the Plan. In the event
any surviving corporation or acquiring corporation refuses to assume such Options or to substitute similar options for those outstanding under the Plan, then with respect to Options held by
Optionholders whose Continuous Service has not terminated, the vesting of such Options (and, if applicable, the time during which such Options may be exercised) shall be accelerated in full, and the
Options shall terminate if not exercised (if applicable) at or prior to such event. With respect to any other Options outstanding under the Plan, such Options shall terminate if not exercised (if
applicable) prior to such event. 


    (e) Reverse Merger. In the event of a reverse merger in which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any acquiring
corporation (or a corporation which directly or indirectly controls such an acquiring corporation) shall assume any Options outstanding under the Plan or shall substitute similar options (including an
award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 10(e) for those outstanding under the Plan. In the event any acquiring corporation or
corporation controlling such an acquiring corporation refuses to assume such Options or to substitute similar options for those outstanding under the Plan, then with respect to Options held by
Optionholders whose Continuous Service has not terminated, the vesting of such Options (and, if applicable, the time during which such Options may be exercised) shall be accelerated in full, and the
Options shall terminate if not exercised (if applicable) at or prior to such event. With respect to any other Options outstanding under the Plan, such Options shall terminate if not exercised (if
applicable) prior to such event. 




11. AMENDMENT OF THE PLAN AND OPTIONS.



    (a) Amendment of Plan. The Board at any time, and from time to time, may amend the Plan. However, except as provided in
Section 11 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is
necessary to satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange listing requirements. 


    (b) Stockholder Approval. The Board may, in its sole discretion, but is not obligated to, submit the Plan or any
amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations
thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers. 


    (c) Contemplated Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board
deems necessary or advisable to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder and/or to
bring the Plan and/or Options granted under it into compliance therewith. 



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    (d) No Impairment of Rights. Rights under any Option granted before amendment of the Plan shall not be impaired by any
amendment of the Plan unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 



    (e) Amendment of Options. The Board at any time, and from time to time, may amend the terms of any one or more Options;
provided, however, that the rights under any Option shall not be impaired by any such amendment unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder
consents in writing. 




12. TERMINATION OR SUSPENSION OF THE PLAN.



    (a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall
terminate on the day before the tenth (10th) anniversary of the date the Plan is adopted by the Board. No Options may be granted under the Plan while the Plan is suspended or after it is terminated. 


    (b) No Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any
Option granted while the Plan is in effect except with the written consent of the Optionholder. 




13. EFFECTIVE DATE OF PLAN.


    The
Plan shall become effective as determined by the Board. 


14. CHOICE OF LAW.


    The
law of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard to such state's conflict of laws
rules. 


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