EXHIBIT10.20

**BIONEBRASKA,INC.**

**NON-QUALIFIEDSTOCK OPTION AGREEMENT**

 

          THIS OPTION AGREEMENT is made as of the 1stday of _____________, 2001, between BioNebraska, Inc., a Delaware corporation(the "Company"), and ________________, an employee of the Company(the "Optionee").

          The Company, by affording the Optionee as a______________ of the Company an opportunity to purchase shares of its CommonStock (par value of one cent per share - referred to as the "CommonStock"), as herein­after pro­vided, deems this grant of Options asfurthering the purposes of the 1993 Stock Plan of the Company, as amended andas approved by its shareholders (the "Plan").

          THEREFORE, the parties hereby agree asfollows:

          1.       Grantof Option.  The Company herebygrants to the Optionee the right and option (hereinafter called the"Option") to purchase from the Company all or any part of anaggregate amount of ________ shares of the Common Stock of the Company on theterms and conditions herein set forth.

          2.       PurchasePrice.  The purchase price of theshares of the Common Stock covered by this Option shall be $12.50 per share.

          3.       Termof Option.  The term of the Optionshall be for a period of ten (10) years from the date hereof (the "OptionDate"), subject to earlier termination as hereinafter provided.

          4.       Exerciseof Option.  During the first yearthe Option is outstanding, it may not be exercised with respect to any of theShares covered hereby. Thereafter, subject to the terms and conditions hereof,the Option may be exercised as follows:

                    (a)      Fromand after 12 months from the Option Date, the Option may be exercised as to_____ shares.

                    (b)      Fromand after 24 months from the Option Date, the Option may be exercised as to anadditional _____ shares.

                    (c)      Fromand after 36 months from the Option Date, the Option may be exercised as to anadditional _____ shares.

          5.       Changeof Control. Upon a Change of Control, each outstanding Stock Option shallbecome exercisable in full as to all of the shares covered thereby withoutregard to any installment exercise or vesting provisions. For purposes of thisSection 5, the term “Change of Control” means any of the following:

                    (a)      any “person” (as such term is used inSections 13(d) and 14 (d) of the Securities Exchange Act of 1934) becomes a “beneficialowner” (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of the Company representing 50% or more of thecombined voting power of the Company’s then outstanding securities; or

                    (b)      abusiness combination, following which shareholders of the Company do notcontinue to beneficially own at least 50% of the voting power of the resultingentity or the members of the Company’s Board of Directors prior to thetransaction do not constitute a majority of the resulting entity’s Board ofDirectors; or

                    (c)      aliquidation, dissolution, sale or transfer of all or substantially all of theassets of the Company, and immediately thereafter, there is no substantialcontinuity of ownership with respect to the Company and the entity to whichsuch assets have been transferred.

          The grant of an Option pursuant to the Planshall not limit in any way the right or power of the Company to makeadjustments, reclassifications, reorganizations or changes of its capital orbusiness structure or to merge, exchange or consolidate or to dissolve,liquidate, sell or transfer all or any part of its business or assets.

          6.       Non-Transferability.  The Option shall not be transferableotherwise than by will or the laws of descent and distribution in accordancewith the provisions of this Agreement, and the Option may be exercised duringthe lifetime of the Optionee, only by the Optionee.

          7.       Death,Disability or Retirement of Optionee. If the Optionee's employment with theCompany shall terminate by reason of death, Disability or Retirement (as thoseterms are defined in the Plan), the Option may be exercised (to the extent thatthe Optionee shall have been entitled to do so at the date of termination ofemployment by reason of death, Disability or Retirement) by the Optionee, legalrepresentative, or, in the case of death, by the person to whom the Option istransferred by will or the applicable laws of descent and distribution at anytime within ninety (90) days after the Optionee's termina­tion of employment,but in no event later than the expiration of the term specified in Section 3hereof.

          8.       OtherTermination. In the event the employment of the Optionee shall beterminated for any reason other than death, Disability or Retirement, any unexercised Option may be exercised by theOptionee to the extent it was exercisable at such termination, but may not beexercised after ninety (90) days of such termination or the expiration of thestated term of the option, whichever period is the shorter; provided, however,that in the event of termination for Cause (as that term is defined in thePlan), such Option shall terminate immediately upon such termination ofemployment.  So long as the Optioneeshall continue to be an employee of the Company or one or more of itssubsidiaries, the Option shall not be affected by any change of duties orposition.  Nothing in this OptionAgreement shall confer upon the Optionee any right to continue in the employ ofthe Company or of any of its subsidiaries or interfere in any way with theright of the Company or any such subsidiary to terminate the employment of theOptionee at any time.

          9.       Method of Exercising Option.  Subject to the terms and conditions of thisOption Agreement, the Option may be exercised by written notice to the Companyat the princi­pal office of the Company. Such notice shall state the election to exercise the Option and thenumber of shares in respect of which it is being exercised, and shall be signedby the person so exercising the Option. Such notice shall be accompanied by pay­mentof the full purchase price of such shares, which payment shall be made by checkor bank draft payable to the Company, or, in the discretion of the Company, bydelivery of shares of Common Stock of the Company with a fair market valueequal to the purchase price or by a combination of cash and such shares, whosefair market value shall equal the purchase price.  For purposes of this paragraph, the "fair market value"of the Common Stock of the Company shall be established in the manner set forthin the Plan. In the event the Option shall be exercised by any person otherthan the Optionee, such notice shall be accompanied by appropriate proof ofsuch right of such person to exercise the Option.

          10.     OptionPlan.  This Option is subject tocertain additional terms and conditions set forth in the Plan pursuant to whichthis Option has been issued.  A copy ofthe Plan is on file with the Treasurer of the Company, and by acceptance hereof,Optionee agrees to and accepts this Option subject to the terms of thePlan.  Except as otherwise definedherein, defined terms used in this Agreement shall have the meaning ascribedthereto in the Plan.

          11.     Disputes.  As a condition of the granting of the Optionherein granted, the Optionee agrees, for the Optionee and the Optionee'spersonal representatives, that any dispute or disagree­ment which may ariseunder or as a result of or pursuant to this Agreement shall be determined bythe Compensation Committee of the Board of Directors of the Company, or theBoard if there is no such committee, in its sole discretion, and that anyinterpretation by said Committee of the terms of this Agreement shall be final,binding and conclusive.

          12.     BindingEffect.  This Agreement shall bebinding upon the heirs, executors, administrators and successors of the partieshereto.

          IN WITNESS WHEREOF, the Company and theOptionee have executed this Agreement as of the date and year first abovewritten.

 

| BIONEBRASKA,  INC.            |   |
|-------------------------------|--------|
|                          |   |   |
| By                            |        |   |
| Thomas R. Coolidge            |   |
| Chairman of the Board and CEO |   |
|                          |   |
|                          |        |   |
| [Name of Optionee]            |   |