**Exhibit 10.41**

**KOSAN BIOSCIENCES INCORPORATED**

**2000 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN**

Amended as of May 25, 2006 

1.Purposes of the Plan. The purposes of this 2000 Non-Employee Director Stock Option Plan are to attract and retain the best available personnel for service as Outside Directors (as defined herein) of the Company, to provide additionalincentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board. 

Alloptions granted hereunder shall be nonstatutory stock options. 

2. Definitions. As used herein, the following definitions shallapply: 

(a) “Board” means the Board of Directors of the Company. 

(b) “Code” means the Internal Revenue Code of 1986, as amended. 

(c) “Committee” means a committee of the Board unless such committee is specifically excluded by the Board. 

(d) “Common Stock” means the common stock of the Company. 

(e) “Company” means Kosan Biosciences Incorporated, a Delaware corporation. 

(f)“Director” means a member of the Board. 

(g) “Disability” means total and permanent disability as definedin section 22(e)(3) of the Code. 

(h) “Employee” means any person, including officers and Directors, employed by theCompany or any Parent or Subsidiary of the Company. The payment of a Director’s fee by the Company shall not be sufficient in and of itself to constitute “employment” by the Company. 

(i) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

(j) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: 

(i) If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Marketor The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading dayprior to the time of grant as reported in *The Wall Street Journal* or such other source as the Administrator deems reliable; 

(ii)If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock for thelast market trading day prior to the time of grant, as reported in *The Wall Street Journal* or such other source as the Board deems reliable; or 

(iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shallbe determined in good faith by the Board. 

(k) “Inside Director” means a Director who is an Employee. 

(l) “IPO Effective Date” means the date upon which the Securities and Exchange Commission declares the initial public offering of theCompany’s common stock as effective. 

(m) “Option” means a stock option granted pursuant to the Plan. 

(n) “Optioned Stock” means the Common Stock subject to an Option. 

(o) “Optionee” means a Director who holds an Option. 

(p) “Outside Director” means a Director who is not an Employee. 

(q)“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. 

(r) “Plan” means this 2000 Non-Employee Director Stock Option Plan. 

(s) “Share” means a shareof the Common Stock, as adjusted in accordance with Section 10 of the Plan. 

(t) “Subsidiary” means a“subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Internal Revenue Code of 1986. 

3. Stock Subject to the Plan. Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be optioned and sold under the Plan is 500,000 Shares (the “Pool”). The Shares may beauthorized, but unissued, or reacquired Common Stock. 

If an Option expires or becomes unexercisable without having been exercised in full,the unpurchased Shares which were subject thereto shall become available for future grant or sale under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan shall not be returned to the Plan and shall notbecome available for future distribution under the Plan. 

4. Administration and Grants of Options under the Plan. 

(a) Procedure for Grants. All grants of Options to Outside Directors under this Plan shall be automatic and nondiscretionary and shall be madestrictly in accordance with the following provisions: 

(i) No person shall have any discretion to select which Outside Directors shall begranted Options or to determine the number of Shares to be covered by Options. 

 

2 

(ii) Each Outside Director shall be automatically granted an Option to purchase 20,000 Shares (the“First Option”) on the date on which the later of the following events occurs: (A) the IPO Effective Date, or (B) the date on which such person first becomes an Outside Director, whether through election by the stockholders ofthe Company or appointment by the Board to fill a vacancy; provided, however, that an Inside Director who ceases to be an Inside Director but who remains a Director shall not receive a First Option. 

(iii) Each Outside Director shall be automatically granted an Option to purchase 5,000 Shares (a “Subsequent Option”) each year on the dayafter the annual stockholders meeting provided he or she is then an Outside Director and if as of such date, he or she shall have served on the Board for at least the preceding six (6) months. 

(iv) Each Outside Director who is a member of a Committee shall be automatically granted an Option to purchase 1,000 Shares (a “CommitteeOption”) each year on the day after the annual stockholders meeting provided he or she is then an Outside Director. To the extent that an Outside Director serves on more than one Committee, the Outside Director shall receive a Committee Optionfor service on each such Committee. 

(v) Each Outside Director who is the chairman of a Committee shall be automatically granted an Optionto purchase 2,000 Shares (a “Chairman Option”) each year on the day after the annual stockholders meeting provided he or she is then an Outside Director. To the extent that an Outside Director is the chairman of more than one Committee,the Outside Director shall receive a Chairman Option for service as chairman of each such Committee. 

(vi) Notwithstanding the provisionsof subsections (ii), (iii), (iv) and (v) hereof, any exercise of an Option granted before the Company has obtained stockholder approval of the Plan in accordance with Section 16 hereof shall be conditioned upon obtaining suchstockholder approval of the Plan in accordance with Section 16 hereof. 

(vii) The terms of a First Option granted hereunder shall beas follows: 

(A) the term of the First Option shall be ten (10) years. 

(B) the First Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Sections 8 and10 hereof. 

(C) the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the First Option.

(D) subject to Section 10 hereof, the First Option shall become exercisable as to 25% percent of the Shares subject to the FirstOption on each anniversary of its date of grant, provided that the Optionee continues to serve as a Director on such dates. 

 

3 

(viii) The terms of a Subsequent Option granted hereunder shall be as follows***:***

(A) the term of the Subsequent Option shall be ten (10) years. 

(B) the Subsequent Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Sections 8 and 10 hereof 

(C) the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Subsequent Option. 

(D) subject to Section 10 hereof, the Subsequent Option shall become exercisable as to 100% percent of the Shares subject to the Subsequent Optionon the day before the annual shareholders meeting first occurring after the date of grant of the Subsequent Option, provided that the Optionee continues to serve as a Director on such date. 

(ix) The terms of a Committee Option granted hereunder shall be as follows: 

(A) the term of the Committee Option shall be ten (10) years. 

(B) the Committee Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Sections 8 and 10 hereof 

(C) the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Committee Option. 

(D) subject to Section 10 hereof, the Committee Option shall become exercisable as to 100% percent of the Shares subject to the Committee Option onthe day before the annual shareholders meeting first occurring after the date of grant of the Committee Option, provided that the Optionee continues to serve as a Director on such date 

(x) The terms of a Chairman Option granted hereunder shall be as follows: 

(A) the term of the Chairman Option shall be ten (10) years. 

(B) the Chairman Option shall beexercisable only while the Outside Director remains a Director of the Company, except as set forth in Sections 8 and 10 hereof 

(C)the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Chairman Option. 

 

4 

(D) subject to Section 10 hereof, the Chairman Option shall become exercisable as to 100% percentof the Shares subject to the Chairman Option on the day before the annual shareholders meeting first occurring after the date of grant of the Chairman Option, provided that the Optionee continues to serve as a Director on such date 

(xi) In the event that any Option granted under the Plan would cause the number of Shares subject to outstanding Options plus the number of Sharespreviously purchased under Options to exceed the Pool, then the remaining Shares available for Option grant shall be granted under Options to the Outside Directors on a pro rata basis. No further grants shall be made until such time, if any, asadditional Shares become available for grant under the Plan through action of the Board or the stockholders to increase the number of Shares which may be issued under the Plan or through cancellation or expiration of Options previously grantedhereunder. 

5. Eligibility. Options may be granted only to Outside Directors. All Options shall be automatically granted inaccordance with the terms set forth in Section 4 hereof. 

The Plan shall not confer upon any Optionee any right with respect tocontinuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with any rights which the Director or the Company may have to terminate the Director’s relationship with the Company at any time.

6. Term of Plan. The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by thestockholders of the Company as described in Section 16 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 11 of the Plan. 

7. Form of Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment,shall consist of (i) cash, (ii) check, (iii) other shares which (x) in the case of Shares acquired upon exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and(y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (iv) consideration received by the Company under a cashless exercise program implementedby the Company in connection with the Plan, or (v) any combination of the foregoing methods of payment. 

8. Exercise of Option.

(a) Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable at such times as are setforth in Section 4 hereof; provided, however, that no Options shall be exercisable until stockholder approval of the Plan in accordance with Section 16 hereof has been obtained. 

An Option may not be exercised for a fraction of a Share. 

An Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person 

 

5 

entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has beenreceived by the Company. Full payment may consist of any consideration and method of payment allowable under Section 7 of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorizedtransfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. Ashare certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment shall be made for a dividend or other right for which the record date is prior to the date thestock certificate is issued, except as provided in Section 10 of the Plan. 

Exercise of an Option in any manner shall result in adecrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised. 

(b) Termination of Continuous Status as a Director. Subject to Section 10 hereof, in the event an Optionee’s status as a Directorterminates (other than upon the Optionee’s death or Disability), the Optionee may exercise his or her Option, but only within three (3) months following the date of such termination, and only to the extent that the Optionee was entitled toexercise it on the date of such termination (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of such termination, and to the extent thatthe Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 

(c) Disability of Optionee. In the event Optionee’s status as a Director terminates as a result of Disability, the Optionee may exercise his or her Option, but only within twelve (12) months following the date of suchtermination, and only to the extent that the Optionee was entitled to exercise it on the date of such termination (but in no event later than the expiration of its ten (10) year term). To the extent that the Optionee was not entitled toexercise an Option on the date of termination, or if he or she does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 

(d) Death of Optionee. In the event of an Optionee’s death, the Optionee’s estate or a person who acquired the right to exercise theOption by bequest or inheritance may exercise the Option, but only within twelve (12) months following the date of death, and only to the extent that the Optionee was entitled to exercise it on the date of death (but in no event later than theexpiration of its ten (10) year term). To the extent that the Optionee was not entitled to exercise an Option on the date of death, and to the extent that the Optionee’s estate or a person who acquired the right to exercise such Optiondoes not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 

9.Non-Transferability of Options. The Option may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime ofthe Optionee, only by the Optionee. 

 

6 

10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or Asset Sale. 

(a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstandingOption, the number of Shares which have been authorized for issuance under the Plan but as to which no Options have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per Sharecovered by each such outstanding Option, and the number of Shares issuable pursuant to the automatic grant provisions of Section 4 hereof shall be proportionately adjusted for any increase or decrease in the number of issued Shares resultingfrom a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued Shares effected without receipt of consideration by the Company; provided,however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Except as expressly provided herein, no issuance by the Company of shares of stock of anyclass, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Option. 

(b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, to the extent that an Option has not beenpreviously exercised, it shall terminate immediately prior to the consummation of such proposed action. 

(c) Merger or Asset Sale.In the event of a merger of the Company with or into another corporation or the sale of substantially all of the assets of the Company, outstanding Options may be assumed or equivalent options may be substituted by the successor corporation or aParent or Subsidiary thereof (the “Successor Corporation”). If an Option is assumed or substituted for, the Option or equivalent option shall continue to be exercisable as provided in Section 4 hereof for so long as the Optioneeserves as a Director or a director of the Successor Corporation. Following such assumption or substitution, if the Optionee’s status as a Director or director of the Successor Corporation, as applicable, is terminated other than upon avoluntary resignation by the Optionee, the Option or option shall become fully exercisable, including as to Shares for which it would not otherwise be exercisable. Thereafter, the Option or option shall remain exercisable in accordance with Sections8(b) through (d) above. 

If the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent option,the Option shall become fully vested and exercisable, including as to Shares for which it would not otherwise be exercisable. In such event the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty(30) days from the date of such notice, and upon the expiration of such period the Option shall terminate. 

For the purposes of thisSection 10(c), an Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the merger or saleof assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered achoice of consideration, the type of consideration 

 

7 

chosen by the holders of a majority of the outstanding Shares). If such consideration received in the merger or sale ofassets is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share ofOptioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets. 

11. Amendment and Termination of the Plan. 

(a) Amendment and Termination. The Board may at any time amend, alter, suspend, or discontinue the Plan, but no amendment, alteration, suspension, or discontinuation shall be made which would impair the rights of any Optionee underany grant theretofore made, without his or her consent. In addition, to the extent necessary and desirable to comply with any applicable law, regulation or stock exchange rule, the Company shall obtain stockholder approval of any Plan amendment insuch a manner and to such a degree as required. 

(b) Effect of Amendment or Termination. Any such amendment or termination of thePlan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated. 

12. Time of Granting Options. The date of grant of an Option shall, for all purposes, be the date determined in accordance with Section 4 hereof. 

13. Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to the exercise of an Option unless the exercise of such Option andthe issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder,state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance. 

As a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any suchexercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the aforementionedrelevant provisions of law. 

Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority isdeemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authorityshall not have been obtained. 

 

8 

14. Reservation of Shares. The Company, during the term of this Plan, will at all times reserveand keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan. 

15. Option Agreement.Options shall be evidenced by written option agreements in such form as the Board shall approve. 

16. Stockholder Approval. The Planshall be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal lawand any stock exchange rules. 

 

9 

**FIRST OPTION**

**KOSAN BIOSCIENCES INCORPORATED**

**DIRECTOR OPTION AGREEMENT**

Kosan Biosciences Incorporated, (the “Company”), has granted to «Optionee» (the “Optionee”), an option to purchase atotal of 20,000 shares of the Company’s Common Stock (the “Optioned Stock”), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company’s 2000 Non-EmployeeDirector Stock Option Plan (the “Plan”) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein. 

1. Nature of the Option. This Option is a nonstatutory option and is not intended to qualify for any special tax benefits to the Optionee.

2. Date of Grant. «Date_of_Grant» 

3. Exercise Price. The exercise price is «Exercise_Price» for each share of Common Stock. 

4. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 8 of the Plan as follows: 

(a) Right to Exercise. 

(i) This Option shall become vested and exercisable in installmentscumulatively with respect to 25% of the Optioned Stock on each anniversary of its date of grant, so that one hundred percent (100%) of the Optioned Stock shall be vested and exercisable four (4) years after the date of grant; provided,however, that in no event shall any Option be exercisable prior to the date the stockholders of the Company approve the Plan. 

(ii) ThisOption may not be exercised for a fraction of a share. 

(iii) In the event of Optionee’s death, disability or other termination ofservice as a Director, the exercisability of the Option is governed by Section 8 of the Plan. 

(b) Method of Exercise. ThisOption shall be exercisable by written notice which shall state the election to exercise the Option and the number of Shares in respect of which the Option is being exercised. Such written notice, in the form attached hereto as Exhibit A,shall be signed by the Optionee and shall be delivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. 

5. Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Optionee:

(a) cash; 

(b) check; 

(c) surrender of other Shares, provided Shares acquired from the Company, (x) have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value onthe date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; or 

(d) delivery of aproperly executed exercise notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay theexercise price. 

6. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise orthe method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulations, or if such issuance would not comply with the requirements of any stock exchange uponwhich the Shares may then be listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 

7. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent ordistribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

8. Term of Option. This Option may not be exercised more than ten (10) years from the date of grant of this Option, and may be exercisedduring such period only in accordance with the Plan and the terms of this Option. 

9. Taxation Upon Exercise of Option. Optioneeunderstands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optioneeis subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and theOptionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by theOptionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. 

 

2 

KOSAN BIOSCIENCES INCORPORATED,A Delaware corporationBy: 
 
 Margaret A. Horn
Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, andrepresents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions orinterpretations of the Board upon any questions arising under the Plan. 

Dated:                                        

 

 
«Optionee»
 

3 

**EXHIBIT A**

**DIRECTOR OPTION EXERCISE NOTICE**

Kosan Biosciences Incorporated 

3832 Bay Center Place 

Hayward, CA 94545 

Attention: Corporate Secretary 

1. Exercise of Option. The undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase             shares of the Common Stock (the “Shares”) of Kosan Biosciences Incorporated (the “Company”) under and pursuant to the Company’s 2000Non-Employee Director Stock Option Plan and the Director Option Agreement dated                             (the “Agreement”). 

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Agreement. 

3. Federal Restrictions on Transfer. Optionee understands that the Shares must be held indefinitely unless they are registered under theSecurities Act of 1933, as amended (the “1933 Act”), or unless an exemption from such registration is available, and that the certificate(s) representing the Shares may bear a legend to that effect. Optionee understands that the Company isunder no obligation to register the Shares and that an exemption may not be available or may not permit Optionee to transfer Shares in the amounts or at the times proposed by Optionee. 

4. Tax Consequences. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or dispositionof the Shares. Optionee represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

5. Delivery of Payment. Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee haselected to purchase and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company. 

6. Entire Agreement. The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the entire agreement of the parties and supersede in their entirety all priorundertakings and agreements of the Company and Optionee with respect to the subject matter hereof. This Exercise Notice and the Agreement are governed by California law except for that body of law pertaining to conflict of laws. 

 

4 

Submitted by:  Accepted by:OPTIONEE:  KOSAN BIOSCIENCES INCORPORATEDBy: 
 
  By: 
 
   Its: 
 
Address:   Dated:                                  Dated:                                
 

5 

***«Grant  No»***

**SUBSEQUENT/COMMITTEE/CHAIRMAN OPTION**

**KOSAN BIOSCIENCES INCORPORATED**

**DIRECTOR OPTION AGREEMENT**

Kosan Biosciences Incorporated, (the “Company”), has granted to **«Optionee»** (the “Optionee”), an option to purchasea total of **«Shares_Granted»**[5,000/1,000/2,000] shares of the Company’s Common Stock (the “Optioned Stock”), at the price determined as provided herein, and in all respects subject to the terms, definitions andprovisions of the Company’s 2000 Non-Employee Director Stock Option Plan (the “Plan”) adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

1. Nature of the Option. This Option is a nonstatutory option and is not intended to qualify for any special tax benefits to theOptionee. 

2. Exercise Price. The exercise price is **«Exercise_Price»** for each share of Common Stock. 

3. Exercise of Option. This Option shall be exercisable during its term in accordance with the provisions of Section 8 of the Plan asfollows: 

(a) Right to Exercise. 

(i) This Option shall become fully vested and exercisable on the day prior to the first annual shareholder meeting occurring after the date of grant of this Option; provided, however, that in no event shall any Optionbe exercisable prior to the date the stockholders of the Company approve the Plan. 

(ii) This Option may not be exercised for a fractionof a share. 

(iii) In the event of Optionee’s death, disability or other termination of service as a Director, the exercisability ofthe Option is governed by Section 8 of the Plan. 

(b) Method of Exercise. This Option shall be exercisable by written noticewhich shall state the election to exercise the Option and the number of Shares in respect of which the Option is being exercised. Such written notice, in the form attached hereto as Exhibit A, shall be signed by the Optionee and shall bedelivered in person or by certified mail to the Secretary of the Company. The written notice shall be accompanied by payment of the exercise price. 

4. Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Optionee: 

(a) cash; 

 

1 

(b) check; 

(c) surrender of other Shares, provided Shares acquired from the Company, (x) have been owned by the Optionee for more than six (6) months on the date of surrender, and (y) have a Fair Market Value onthe date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised; or 

(d) delivery of aproperly executed exercise notice together with such other documentation as the Company and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay theexercise price. 

5. Restrictions on Exercise. This Option may not be exercised if the issuance of such Shares upon such exercise orthe method of payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulations, or if such issuance would not comply with the requirements of any stock exchange uponwhich the Shares may then be listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation. 

6. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent ordistribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 

7. Term of Option. This Option may not be exercised more than ten (10) years from the date of grant of this Option, and may be exercisedduring such period only in accordance with the Plan and the terms of this Option. 

8. Taxation Upon Exercise of Option. Optioneeunderstands that, upon exercise of this Option, he or she will recognize income for tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optioneeis subject to Section 16(b) of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be deferred, and theOptionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in connection with the exercise of the Option. Upon a resale of such Shares by theOptionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the Option, to the extent not included in income as described above, will be treated as capital gain or loss. 

 

2 

DATE OF GRANT: **«Date_of_Grant»**

 
KOSAN BIOSCIENCES INCORPORATED,A Delaware corporationBy: 
 
 Margaret A. Horn 
Sr. VP Legal and Corporate Development

and GeneralCounsel

Optionee acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, andrepresents that he or she is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions orinterpretations of the Board upon any questions arising under the Plan. 

Dated:                                

 

 
**«Optionee»**
 

3 

**EXHIBIT A**

**DIRECTOR OPTION EXERCISE NOTICE**

Kosan Biosciences Incorporated 

3832 Bay Center Place 

Hayward, CA 94545 

Attention: Corporate Secretary 

1. Exercise of Option. The undersigned (“Optionee”) hereby elects to exercise Optionee’s option to purchase             shares of the Common Stock (the “Shares”) of Kosan Biosciences Incorporated (the “Company”) under and pursuant to the Company’s 2000Non-Employee Director Stock Option Plan and the Director Option Agreement dated                                 (the “Agreement”). 

2. Representations of Optionee. Optionee acknowledges that Optionee has received, read and understood the Agreement. 

3. Federal Restrictions on Transfer. Optionee understands that the Shares must be held indefinitely unless they are registered under theSecurities Act of 1933, as amended (the “1933 Act”), or unless an exemption from such registration is available, and that the certificate(s) representing the Shares may bear a legend to that effect. Optionee understands that the Company isunder no obligation to register the Shares and that an exemption may not be available or may not permit Optionee to transfer Shares in the amounts or at the times proposed by Optionee. 

4. Tax Consequences. Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee’s purchase or dispositionof the Shares. Optionee represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in connection with the purchase or disposition of the Shares and that Optionee is not relying on the Company for any tax advice.

5. Delivery of Payment. Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee haselected to purchase and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company. 

6. Entire Agreement. The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the entire agreement of the parties and supersede in their entirety all priorundertakings and agreements of the Company and Optionee with respect to the subject matter hereof. This Exercise Notice and the Agreement are governed by California law except for that body of law pertaining to conflict of laws. 

Submitted by:  Accepted by:OPTIONEE:  KOSAN BIOSCIENCES INCORPORATEDBy: 
 
  By: 
 
   Its: 
 
Address:    Dated:                                  Dated: