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                                                                    EXHIBIT 10.1

                          EYETECH PHARMACEUTICALS, INC.

                                 2001 STOCK PLAN

                            ADOPTED ON APRIL 4, 2001

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                                TABLE OF CONTENTS

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SECTION 1.  ESTABLISHMENT AND PURPOSE..........................................................       1

SECTION 2.  ADMINISTRATION.....................................................................       1

     (a)      Committees of the Board of Directors.............................................       1
     (b)      Authority of the Board of Directors..............................................       1

SECTION 3.  ELIGIBILITY........................................................................       1

     (a)      General Rule.....................................................................       1
     (b)      Ten-Percent Stockholders.........................................................       1

SECTION 4.  STOCK SUBJECT TO PLAN..............................................................       2

     (a)      Basic Limitation.................................................................       2
     (b)      Additional Shares................................................................       2

SECTION 5.  TERMS AND CONDITIONS OF AWARDS OR SALES............................................       2

     (a)      Stock Purchase Agreement.........................................................       2
     (b)      Duration of Offers and Nontransferability of Rights..............................       2
     (c)      Purchase Price...................................................................       2
     (d)      Withholding Taxes................................................................       2
     (e)      Restrictions on Transfer of Shares and Minimum Vesting...........................       3

SECTION 6.  TERMS AND CONDITIONS OF OPTIONS....................................................       3

     (a)      Stock Option Agreement...........................................................       3
     (b)      Number of Shares.................................................................       3
     (c)      Exercise Price...................................................................       3
     (d)      Exercisability...................................................................       3
     (e)      Accelerated Exercisability.......................................................       4
     (f)      Basic Term.......................................................................       4
     (g)      Termination of Service (Except by Death).........................................       4
     (h)      Leaves of Absence................................................................       4
     (i)      Death of Optionee................................................................       5
     (j)      Restrictions on Transfer of Shares and Minimum Vesting...........................       5
     (k)      Transferability of Options.......................................................       5
     (l)      Withholding Taxes................................................................       5
     (m)      No Rights as a Stockholder.......................................................       6
     (n)      Modification, Extension and Assumption of Options................................       6
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SECTION 7.  PAYMENT FOR SHARES.................................................................        6

     (a)      General Rule.....................................................................        6
     (b)      Surrender of Stock...............................................................        6
     (c)      Services Rendered................................................................        6
     (d)      Promissory Note..................................................................        6
     (e)      Exercise/Sale....................................................................        7
     (f)      Exercise/Pledge..................................................................        7

SECTION 8.  ADJUSTMENT OF SHARES...............................................................        7

     (a)      General..........................................................................        7
     (b)      Mergers and Consolidations.......................................................        7
     (c)      Reservation of Rights............................................................        7

SECTION 9.  SECURITIES LAW REQUIREMENTS........................................................        8

     (a)      General..........................................................................        8
     (b)      Financial Reports................................................................        8

SECTION 10.  NO RETENTION RIGHTS...............................................................        8

SECTION 11.  DURATION AND AMENDMENTS...........................................................        8

     (a)      Term of the Plan.................................................................        8
     (b)      Right to Amend or Terminate the Plan.............................................        9
     (c)      Effect of Amendment or Termination...............................................        9

SECTION 12.  DEFINITIONS.......................................................................        9
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                  EYETECH PHARMACEUTICALS, INC. 2001 STOCK PLAN

SECTION 1. ESTABLISHMENT AND PURPOSE.

                  The purpose of the Plan is to offer selected persons an
opportunity to acquire a proprietary interest in the success of the Company, or
to increase such interest, by purchasing Shares of the Company's Stock. The Plan
provides both for the direct award or sale of Shares and for the grant of
Options to purchase Shares. Options granted under the Plan may include
Nonstatutory Options as well as ISOs intended to qualify under Section 422 of
the Code.

                  Capitalized terms are defined in Section 12.

SECTION 2. ADMINISTRATION.

                  (a)      COMMITTEES OF THE BOARD OF DIRECTORS. The Plan may be
administered by one or more Committees. Each Committee shall consist of one or
more members of the Board of Directors who have been appointed by the Board of
Directors. Each Committee shall have such authority and be responsible for such
functions as the Board of Directors has assigned to it. If no Committee has been
appointed, the entire Board of Directors shall administer the Plan. Any
reference to the Board of Directors in the Plan shall be construed as a
reference to the Committee (if any) to whom the Board of Directors has assigned
a particular function.

                  (b)      AUTHORITY OF THE BOARD OF DIRECTORS. Subject to the
provisions of the Plan, the Board of Directors shall have full authority and
discretion to take any actions it deems necessary or advisable for the
administration of the Plan. All decisions, interpretations and other actions of
the Board of Directors shall be final and binding on all Purchasers, all
Optionees and all persons deriving their rights from a Purchaser or Optionee.

SECTION 3. ELIGIBILITY.

                  (a)      GENERAL RULE. Only Employees, Outside Directors and
Consultants shall be eligible for the grant of Nonstatutory Options or the
direct award or sale of Shares. Only Employees shall be eligible for the grant
of ISOs.

                  (b)      TEN-PERCENT STOCKHOLDERS. A person who owns more than
10% of the total combined voting power of all classes of outstanding stock of
the Company, its Parent or any of its Subsidiaries shall not be eligible for
designation as an Optionee or Purchaser unless (i) the Exercise Price is at
least 110% of the Fair Market Value of a Share on the date of grant, (ii) the
Purchase Price (if any) is at least 100% of the Fair Market Value of a Share and
(iii) in the case of an ISO, such ISO by its terms is not exercisable after the
expiration of five years from the date of grant. For purposes of this Subsection
(b), in determining stock ownership, the attribution rules of Section 424(d) of
the Code shall be applied.

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SECTION 4. STOCK SUBJECT TO PLAN.

                  (a)      BASIC LIMITATION. Shares offered under the Plan may
be authorized but unissued Shares or treasury Shares. The aggregate number of
Shares that may be issued under the Plan (upon exercise of Options or other
rights to acquire Shares) shall not exceed 8,175,000 Shares, subject to
adjustment pursuant to Section 8. The number of Shares that are subject to
Options or other rights outstanding at any time under the Plan shall not exceed
the number of Shares that then remain available for issuance under the Plan. The
Company, during the term of the Plan, shall at all times reserve and keep
available sufficient Shares to satisfy the requirements of the Plan.

                  (b)      ADDITIONAL SHARES. In the event that any outstanding
Option or other right for any reason expires or is canceled or otherwise
terminated, the Shares allocable to the unexercised portion of such Option or
other right shall again be available for the purposes of the Plan. In the event
that Shares issued under the Plan are reacquired by the Company pursuant to any
forfeiture provision, right of repurchase or right of first refusal, such Shares
shall again be available for the purposes of the Plan, except that the aggregate
number of Shares which may be issued upon the exercise of ISOs shall in no event
exceed 8,175,000 Shares (subject to adjustment pursuant to Section 8).

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.

                  (a)      STOCK PURCHASE AGREEMENT. Each award or sale of
Shares under the Plan (other than upon exercise of an Option) shall be evidenced
by a Stock Purchase Agreement between the Purchaser and the Company. Such award
or sale shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent with
the Plan and which the Board of Directors deems appropriate for inclusion in a
Stock Purchase Agreement. The provisions of the various Stock Purchase
Agreements entered into under the Plan need not be identical.

                  (b)      DURATION OF OFFERS AND NONTRANSFERABILITY OF RIGHTS.
Any right to acquire Shares under the Plan (other than an Option) shall
automatically expire if not exercised by the Purchaser within 30 days after the
grant of such right was communicated to the Purchaser by the Company. Such right
shall not be transferable and shall be exercisable only by the Purchaser to whom
such right was granted.

                  (c)      PURCHASE PRICE. The Purchase Price of Shares to be
offered under the Plan shall not be less than 85% of the Fair Market Value of
such Shares, and a higher percentage may be required by Section 3(b). Subject to
the preceding sentence, the Board of Directors shall determine the Purchase
Price at its sole discretion. The Purchase Price shall be payable in a form
described in Section 7.

                  (d)      WITHHOLDING TAXES. As a condition to the purchase of
Shares, the Purchaser shall make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign withholding
tax obligations that may arise in connection with such purchase.

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                  (e)      RESTRICTIONS ON TRANSFER OF SHARES AND MINIMUM
VESTING. Any Shares awarded or sold under the Plan shall be subject to such
special forfeiture conditions, rights of repurchase, rights of first refusal and
other transfer restrictions as the Board of Directors may determine. Such
restrictions shall be set forth in the applicable Stock Purchase Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally. In the case of a Purchaser who is not an officer of the Company, an
Outside Director or a Consultant:

                           (i)      Any right to repurchase the Purchaser's
         Shares at the original Purchase Price (if any) upon termination of the
         Purchaser's Service shall lapse at least as rapidly as 20% per year
         over the five-year period commencing on the date of the award or sale
         of the Shares;

                           (ii)     Any such right may be exercised only for
         cash or for cancellation of indebtedness incurred in purchasing the
         Shares; and

                           (iii)    Any such right may be exercised only within
         90 days after the termination of the Purchaser's Service.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

                  (a)      STOCK OPTION AGREEMENT. Each grant of an Option under
the Plan shall be evidenced by a Stock Option Agreement between the Optionee and
the Company. Such Option shall be subject to all applicable terms and conditions
of the Plan and may be subject to any other terms and conditions which are not
inconsistent with the Plan and which the Board of Directors deems appropriate
for inclusion in a Stock Option Agreement. The provisions of the various Stock
Option Agreements entered into under the Plan need not be identical.

                  (b)      NUMBER OF SHARES. Each Stock Option Agreement shall
specify the number of Shares that are subject to the Option and shall provide
for the adjustment of such number in accordance with Section 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

                  (c)      EXERCISE PRICE. Each Stock Option Agreement shall
specify the Exercise Price. The Exercise Price of an ISO shall not be less than
100% of the Fair Market Value of a Share on the date of grant, and a higher
percentage may be required by Section 3(b). The Exercise Price of a Nonstatutory
Option shall not be less than 85% of the Fair Market Value of a Share on the
date of grant, and a higher percentage may be required by Section 3(b). Subject
to the preceding two sentences, the Exercise Price under any Option shall be
determined by the Board of Directors at its sole discretion. The Exercise Price
shall be payable in a form described in Section 7.

                  (d)      EXERCISABILITY. Each Stock Option Agreement shall
specify the date when all or any installment of the Option is to become
exercisable. In the case of an Optionee who is not an officer of the Company, an
Outside Director or a Consultant, an Option shall become exercisable at least as
rapidly as 20% per year over the five-year period commencing on the date of
grant. Subject to the preceding sentence, the Board of Directors shall determine
the exercisability provisions of any Stock Option Agreement at its sole
discretion.

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                  (e)      ACCELERATED EXERCISABILITY. Unless the applicable
Stock Option Agreement provides otherwise, all of an Optionee's Options shall
become exercisable in full if (i) the Company is subject to a Change in Control
before the Optionee's Service terminates, (ii) such Options do not remain
outstanding, (iii) such Options are not assumed by the surviving corporation or
its parent and (iv) the surviving corporation or its parent does not substitute
options with substantially the same terms for such Options.

                  (f)      BASIC TERM. The Stock Option Agreement shall specify
the term of the Option. The term shall not exceed 10 years from the date of
grant, and a shorter term may be required by Section 3(b). Subject to the
preceding sentence, the Board of Directors at its sole discretion shall
determine when an Option is to expire.

                  (g)      TERMINATION OF SERVICE (EXCEPT BY DEATH). If an
Optionee's Service terminates for any reason other than the Optionee's death,
then the Optionee's Options shall expire on the earliest of the following
occasions:

                           (i)      The expiration date determined pursuant to
         Subsection (f) above;

                           (ii)     The date three months after the termination
         of the Optionee's Service for any reason other than Disability, or such
         later date as the Board of Directors may determine; or

                           (iii)    The date six months after the termination of
         the Optionee's Service by reason of Disability, or such later date as
         the Board of Directors may determine.

The Optionee may exercise all or part of the Optionee's Options at any time
before the expiration of such Options under the preceding sentence, but only to
the extent that such Options had become exercisable before the Optionee's
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee's Service terminated (or
vested as a result of the termination). The balance of such Options shall lapse
when the Optionee's Service terminates. In the event that the Optionee dies
after the termination of the Optionee's Service but before the expiration of the
Optionee's Options, all or part of such Options may be exercised (prior to
expiration) by the executors or administrators of the Optionee's estate or by
any person who has acquired such Options directly from the Optionee by
beneficiary designation, bequest or inheritance, but only to the extent that
such Options had become exercisable before the Optionee's Service terminated (or
became exercisable as a result of the termination) and the underlying Shares had
vested before the Optionee's Service terminated (or vested as a result of the
termination).

                  (h)      LEAVES OF ABSENCE. For purposes of Subsection (g)
above, Service shall be deemed to continue while the Optionee is on a bona fide
leave of absence, if such leave was approved by the Company in writing and if
continued crediting of Service for this purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company).

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                  (i)      DEATH OF OPTIONEE. If an Optionee dies while the
Optionee is in Service, then the Optionee's Options shall expire on the earlier
of the following dates:

                           (i)      The expiration date determined pursuant to
         Subsection (f) above; or

                           (ii)     The date 12 months after the Optionee's
         death, or such later date as the Board of Directors may determine.

All or part of the Optionee's Options may be exercised at any time before the
expiration of such Options under the preceding sentence by the executors or
administrators of the Optionee's estate or by any person who has acquired such
Options directly from the Optionee by beneficiary designation, bequest or
inheritance, but only to the extent that such Options had become exercisable
before the Optionee's death (or became exercisable as a result of the death) and
the underlying Shares had vested before the Optionee's death (or vested as a
result of the Optionee's death). The balance of such Options shall lapse when
the Optionee dies.

                  (j)      RESTRICTIONS ON TRANSFER OF SHARES AND MINIMUM
VESTING. Any Shares issued upon exercise of an Option shall be subject to such
special forfeiture conditions, rights of repurchase, rights of first refusal and
other transfer restrictions as the Board of Directors may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally. In the case of an Optionee who is not an officer of the Company, an
Outside Director or a Consultant:

                           (i)      Any right to repurchase the Optionee's
         Shares at the original Exercise Price upon termination of the
         Optionee's Service shall lapse at least as rapidly as 20% per year over
         the five-year period commencing on the date of the option grant;

                           (ii)     Any such right may be exercised only for
         cash or for cancellation of indebtedness incurred in purchasing the
         Shares; and

                           (iii)    Any such right may be exercised only within
         90 days after the later of (A) the termination of the Optionee's
         Service or (B) the date of the option exercise.

                  (k)      TRANSFERABILITY OF OPTIONS. An Option shall be
         transferable by the Optionee only by (i) a beneficiary designation,
         (ii) a will or (iii) the laws of descent and distribution, except as
         provided in the next sentence. If the applicable Stock Option Agreement
         so provides, an NSO shall also be transferable by the Optionee by (i) a
         gift to a member of the Optionee's Immediate Family or (ii) a gift to
         an inter vivos or testamentary trust in which members of the Optionee's
         Immediate Family have a beneficial interest of more than 50% and which
         provides that such NSO is to be transferred to the beneficiaries upon
         the Optionee's death. An ISO may be exercised during the lifetime of
         the Optionee only by the Optionee or by the Optionee's guardian or
         legal representative.

                  (l)      WITHHOLDING TAXES. As a condition to the exercise of
an Option, the Optionee shall make such arrangements as the Board of Directors
may require for the satisfaction

<PAGE>

of any federal, state, local or foreign withholding tax obligations that may
arise in connection with such exercise. The Optionee shall also make such
arrangements as the Board of Directors may require for the satisfaction of any
federal, state, local or foreign withholding tax obligations that may arise in
connection with the disposition of Shares acquired by exercising an Option.

                  (m)      NO RIGHTS AS A STOCKHOLDER. An Optionee, or a
transferee of an Optionee, shall have no rights as a stockholder with respect to
any Shares covered by the Optionee's Option until such person becomes entitled
to receive such Shares by filing a notice of exercise and paying the Exercise
Price pursuant to the terms of such Option.

                  (n)      MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS.
Within the limitations of the Plan, the Board of Directors may modify, extend or
assume outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of an
Option shall, without the consent of the Optionee, impair the Optionee's rights
or increase the Optionee's obligations under such Option.

SECTION 7. PAYMENT FOR SHARES.

                  (a)      GENERAL RULE. The entire Purchase Price or Exercise
Price of Shares issued under the Plan shall be payable in cash or cash
equivalents at the time when such Shares are purchased, except as otherwise
provided in this Section 7.

                  (b)      SURRENDER OF STOCK. To the extent that a Stock Option
Agreement so provides, all or any part of the Exercise Price may be paid by
surrendering, or attesting to the ownership of, Shares that are already owned by
the Optionee. Such Shares shall be surrendered to the Company in good form for
transfer and shall be valued at their Fair Market Value on the date when the
Option is exercised. The Optionee shall not surrender, or attest to the
ownership of, Shares in payment of the Exercise Price if such action would cause
the Company to recognize compensation expense (or additional compensation
expense) with respect to the Option for financial reporting purposes.

                  (c)      SERVICES RENDERED. At the discretion of the Board of
Directors, Shares may be awarded under the Plan in consideration of services
rendered to the Company, a Parent or a Subsidiary prior to the award.

                  (d)      PROMISSORY NOTE. To the extent that a Stock Option
Agreement or Stock Purchase Agreement so provides, all or a portion of the
Exercise Price or Purchase Price (as the case may be) of Shares issued under the
Plan may be paid with a full-recourse promissory note. However, the par value of
the Shares, if newly issued, shall be paid in cash or cash equivalents. The
Shares shall be pledged as security for payment of the principal amount of the
promissory note and interest thereon. The interest rate payable under the terms
of the promissory note shall not be less than the minimum rate (if any) required
to avoid the imputation of additional interest under the Code. Subject to the
foregoing, the Board of Directors (at its sole discretion) shall specify the
term, interest rate, amortization requirements (if any) and other provisions of
such note.

<PAGE>

                  (e)      EXERCISE/SALE. To the extent that a Stock Option
Agreement so provides, and if Stock is publicly traded, payment may be made all
or in part by the delivery (on a form prescribed by the Company) of an
irrevocable direction to a securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.

                  (f)      EXERCISE/PLEDGE. To the extent that a Stock Option
Agreement so provides, and if Stock is publicly traded, payment may be made all
or in part by the delivery (on a form prescribed by the Company) of an
irrevocable direction to pledge Shares to a securities broker or lender approved
by the Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise Price and any
withholding taxes.

SECTION 8. ADJUSTMENT OF SHARES.

                  (a)      GENERAL. In the event of a subdivision of the
outstanding Stock, a declaration of a dividend payable in Shares, a declaration
of an extraordinary dividend payable in a form other than Shares in an amount
that has a material effect on the Fair Market Value of the Stock, a combination
or consolidation of the outstanding Stock into a lesser number of Shares, a
recapitalization, a spin-off, a reclassification or a similar occurrence, the
Board of Directors shall make appropriate adjustments in one or more of (i) the
number of Shares available for future grants under Section 4, (ii) the number of
Shares covered by each outstanding Option or (iii) the Exercise Price under each
outstanding Option.

                  (b)      MERGERS AND CONSOLIDATIONS. In the event that the
Company is a party to a merger or consolidation, outstanding Options shall be
subject to the agreement of merger or consolidation. Such agreement shall
provide for:

                           (i)      The continuation of such outstanding Options
         by the Company (if the Company is the surviving corporation);

                           (ii)     The assumption of the Plan and such
         outstanding Options by the surviving corporation or its parent;

                           (iii)    The substitution by the surviving
         corporation or its parent of options with substantially the same terms
         for such outstanding Options;

                           (iv)     The full exercisability of such outstanding
         Options and full vesting of the Shares subject to such Options,
         followed by the cancellation of such Options; or

                           (v)      The settlement of the full value of such
         outstanding Options (whether or not then exercisable) in cash or cash
         equivalents, followed by the cancellation of such Options.

                  (c)      RESERVATION OF RIGHTS. Except as provided in this
Section 8, an Optionee or Purchaser shall have no rights by reason of (i) any
subdivision or consolidation of shares of

<PAGE>

stock of any class, (ii) the payment of any dividend or (iii) any other increase
or decrease in the number of shares of stock of any class. Any issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the number or Exercise Price of Shares subject to
an Option. The grant of an Option pursuant to the Plan shall not affect in any
way the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.

SECTION 9. SECURITIES LAW REQUIREMENTS.

                  (a)      GENERAL. Shares shall not be issued under the Plan
unless the issuance and delivery of such Shares comply with (or are exempt from)
all applicable requirements of law, including (without limitation) the
Securities Act of 1933, as amended, the rules and regulations promulgated
thereunder, state securities laws and regulations, and the regulations of any
stock exchange or other securities market on which the Company's securities may
then be traded.

                  (b)      FINANCIAL REPORTS. The Company each year shall
furnish to Optionees, Purchasers and stockholders who have received Stock under
the Plan its balance sheet and income statement, unless such Optionees,
Purchasers or stockholders are key Employees whose duties with the Company
assure them access to equivalent information. Such balance sheet and income
statement need not be audited.

SECTION 10. NO RETENTION RIGHTS.

                  Nothing in the Plan or in any right or Option granted under
the Plan shall confer upon the Purchaser or Optionee 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 Company (or any Parent or Subsidiary
employing or retaining the Purchaser or Optionee) or of the Purchaser or
Optionee, which rights are hereby expressly reserved by each, to terminate his
or her Service at any time and for any reason, with or without cause.

SECTION 11. DURATION AND AMENDMENTS.

                  (a)      TERM OF THE PLAN. The Plan, as set forth herein,
shall become effective on the date of its adoption by the Board of Directors,
subject to the approval of the Company's stockholders. If the stockholders fail
to approve the Plan (or the most recent increase in the number of Shares
reserved under Section 4) within 12 months after its adoption by the Board of
Directors, then any grants of Options or sales or awards of Shares that have
already occurred under the Plan (or in reliance on such increase) shall be
rescinded, and no additional grants, sales or awards shall be made thereafter
under the Plan. The Plan shall terminate automatically 10 years after the later
of (i) its adoption by the Board of Directors or (ii) the most recent increase
in the number of Shares reserved under Section 4 that was approved by the
Company's stockholders. The Plan may be terminated on any earlier date pursuant
to Subsection (b) below.

<PAGE>

                  (b)      RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of
Directors may amend, suspend or terminate the Plan at any time and for any
reason; provided, however, that any amendment of the Plan which increases the
number of Shares available for issuance under the Plan (except as provided in
Section 8), or which materially changes the class of persons who are eligible
for the grant of ISOs, shall be subject to the approval of the Company's
stockholders. Stockholder approval shall not be required for any other amendment
of the Plan.

                  (c)      EFFECT OF AMENDMENT OR TERMINATION. No Shares shall
be issued or sold under the Plan after the termination thereof, except upon
exercise of an Option granted prior to such termination. The termination of the
Plan, or any amendment thereof, shall not affect any Share previously issued or
any Option previously granted under the Plan.

SECTION 12. DEFINITIONS.

                  (a)      "BOARD OF DIRECTORS" shall mean the Board of
Directors of the Company, as constituted from time to time.

                  (b)      "CHANGE IN CONTROL" shall mean:

                           (i)     The consummation of a merger or
         consolidation of the Company with or into another entity or any other
         corporate reorganization, if persons who were not stockholders of the
         Company immediately prior to such merger, consolidation or other
         reorganization own immediately after such merger, consolidation or
         other reorganization 50% or more of the voting power of the outstanding
         securities of each of (A) the continuing or surviving entity and (B)
         any direct or indirect parent corporation of such continuing or
         surviving entity; or

                           (ii)    The sale, transfer or other disposition of
         all or substantially all of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is to
change the state of the Company's incorporation or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the Company's securities immediately before such transaction.

                  (c)      "CODE" shall mean the Internal Revenue Code of 1986,
as amended.

                  (d)      "COMMITTEE" shall mean a committee of the Board of
Directors, as described in Section 2(a).

                  (e)      "COMPANY" shall mean Eyetech Pharmaceuticals, Inc., a
Delaware corporation.

                  (f)      "CONSULTANT" shall mean a person who performs bona
fide services for the Company, a Parent or a Subsidiary as a consultant or
advisor, excluding Employees and Outside Directors.

<PAGE>

                  (g)      "DISABILITY" shall mean that the Optionee is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment.

                  (h)      "EMPLOYEE" shall mean any individual who is a
common-law employee of the Company, a Parent or a Subsidiary.

                  (i)      "EXERCISE PRICE" shall mean the amount for which one
Share may be purchased upon exercise of an Option, as specified by the Board of
Directors in the applicable Stock Option Agreement.

                  (j)      "FAIR MARKET VALUE" shall mean the fair market value
of a Share, as determined by the Board of Directors in good faith. Such
determination shall be conclusive and binding on all persons.

                  (k)      "IMMEDIATE FAMILY" shall mean any child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law and
shall include adoptive relationships.

                  (l)      "ISO" shall mean an employee incentive stock option
described in Section 422(b) of the Code.

                  (m)      "NONSTATUTORY OPTION" shall mean a stock option not
described in Sections 422(b) or 423(b) of the Code.

                  (n)      "OPTION" shall mean an ISO or Nonstatutory Option
granted under the Plan and entitling the holder to purchase Shares.

                  (o)      "OPTIONEE" shall mean a person who holds an Option.

                  (p)      "OUTSIDE DIRECTOR" shall mean a member of the Board
of Directors who is not an Employee.

                  (q)      "PARENT" shall mean any corporation (other than the
Company) in an unbroken chain of corporations ending with the Company, if each
of the corporations other than the Company owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be considered a Parent commencing as
of such date.

                  (r)      "PLAN" shall mean this Eyetech Pharmaceuticals, Inc.
2001 Stock Plan.

                  (s)      "PURCHASE PRICE" shall mean the consideration for
which one Share may be acquired under the Plan (other than upon exercise of an
Option), as specified by the Board of Directors.

                  (t)      "PURCHASER" shall mean a person to whom the Board of
Directors has offered the right to acquire Shares under the Plan (other than
upon exercise of an Option).

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                  (u)      "SERVICE" shall mean service as an Employee, Outside
Director or Consultant.

                  (v)      "SHARE" shall mean one share of Stock, as adjusted in
accordance with Section 8 (if applicable).

                  (w)      "STOCK" shall mean the Common Stock of the Company,
with a par value of $0.01 per Share.

                  (x)      "STOCK OPTION AGREEMENT" shall mean the agreement
between the Company and an Optionee that contains the terms, conditions and
restrictions pertaining to the Optionee's Option.

                  (y)      "STOCK PURCHASE AGREEMENT" shall mean the agreement
between the Company and a Purchaser who acquires Shares under the Plan that
contains the terms, conditions and restrictions pertaining to the acquisition of
such Shares.

                  (z)      "SUBSIDIARY" shall mean any corporation (other than
the Company) in an unbroken chain of corporations beginning with the Company, if
each of the corporations other than the last corporation in the unbroken chain
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.