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                                                                   EXHIBIT 10.11


                              ZYMOGENETICS, INC.
                AMENDED AND RESTATED 2000 STOCK INCENTIVE PLAN
                  (Amended and Restated as of June 29, 2001)

                              SECTION 1.  PURPOSE

     The purpose of the ZymoGenetics, Inc. Amended and Restated 2000 Stock
Incentive Plan (the "Plan") is to enhance the long-term shareholder value of
ZymoGenetics, Inc., a Washington corporation (the "Company"), by offering
opportunities to selected persons to participate in the Company's growth and
success, and to encourage them to remain in the service of the Company and its
Related Corporations (as defined in Section 2) and to acquire and maintain stock
ownership in the Company.

                            SECTION 2.  DEFINITIONS

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     "Award" means an award or grant made pursuant to the Plan, including,
without limitation, awards or grants of Stock Awards and Options, or any
combination of the foregoing.

     "Board" means the Board of Directors of the Company.

     "Cause" means dishonesty, fraud, misconduct, unauthorized use or disclosure
of confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined by
the Plan Administrator, and its determination shall be conclusive and binding.

     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Common Stock" means the common stock, no par value per share, of the
Company.

     "Corporate Transaction" means consummation of either

     (a) a merger or consolidation of the Company with or into any other
corporation or other entity or person or

     (b) a sale, lease, exchange or other transfer in one transaction or a
series of related transactions of all or substantially all the Company's
outstanding securities or all or substantially all the Company's assets;

provided, however, that a Corporate Transaction shall not include a Related
Party Transaction.

     "Disability," unless otherwise defined by the Plan Administrator, means a
mental or physical impairment of the Participant that is expected to result in
death or that has lasted or is expected to last for a continuous period of 12
months or more and that causes the Participant to be unable, in the opinion of
the Company, to perform his or her duties for the Company or a Related
Corporation and to be engaged in any substantial gainful activity.
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     "Effective Date" has the meaning set forth in Section 17.

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

     "Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the closing sales price for the Common Stock as reported by the Nasdaq
National Market for a single trading day or (b) if the Common Stock is listed on
the New York Stock Exchange or the American Stock Exchange, the closing sales
price for the Common Stock as such price is officially quoted in the composite
tape of transactions on such exchange for a single trading day.  If there is no
such reported price for the Common Stock for the date in question, then such
price on the last preceding date for which such price exists shall be
determinative of Fair Market Value.

     "Grant Date" means the date on which the Plan Administrator completes the
corporate action relating to the grant of an Award and all conditions precedent
to the grant have been satisfied, provided that conditions to the exercisability
or vesting of Awards shall not defer the Grant Date.

     "Incentive Stock Option" means an Option to purchase Common Stock granted
under Section 7 with the intention that it qualify as an "incentive stock
option" as that term is defined in Section 422 of the Code, or any successor
provision thereto.

     "Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Section 7 other than an Incentive Stock Option.

     "Option" means the right to purchase Common Stock granted under Section 7.

     "Option Term" has the meaning set forth in Section 7.3.

     "Parent," except as otherwise provided in Section 8.3 in connection with
Incentive Stock Options, means any entity that directly or indirectly controls
the Company.

     "Participant" means (a) the person to whom an Award is granted; (b) for a
Participant who has died, the personal representative of the Participant's
estate, the person(s) to whom the Participant's rights under the Award have
passed by will or by the applicable laws of descent and distribution, or the
beneficiary designated in accordance with Section 11; or (c) the person(s) to
whom an Award has been transferred in accordance with Section 11.

     "Plan Administrator" means the Board or any committee or committees
designated by the Board to administer the Plan under Section 3.1.

     "Related Corporation" means any Parent or Subsidiary of the Company.

     "Related Party Transaction" means (a) a merger of the Company in which the
holders of shares of Common Stock immediately prior to the merger hold at least
a majority of the shares of Common Stock in the Successor Corporation
immediately after the merger; (b) a sale, lease, exchange or other transaction
in one transaction or a series of related transactions of all or

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substantially all the Company's assets to a wholly-owned subsidiary corporation;
(c) a mere reincorporation of the Company; or (d) a transaction undertaken for
the sole purpose of creating a holding company that will be owned in
substantially the same proportion by the persons who held the Company's
securities immediately before such transaction.

     "Retirement" means retirement as of the individual's normal retirement date
under the Company's 401(k) plan or other similar successor plan applicable to
salaried employees, unless otherwise defined by the Plan Administrator from time
to time for purposes of the Plan.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Stock Award" means shares of Common Stock or units denominated in Common
Stock granted under Section 9, the rights of ownership of which may be subject
to restrictions prescribed by the Plan Administrator.

     "Subsidiary," except as otherwise provided in Section 8.3 in connection
with Incentive Stock Options, means any entity that is directly or indirectly
controlled by the Company.

     "Successor Corporation" has the meaning set forth in Section 12.2.

     "Termination Date" has the meaning set forth in Section 7.6.

                          SECTION 3.  ADMINISTRATION

3.1  Plan Administrator

     The Plan shall be administered by the Board and/or a committee or
committees (which term includes subcommittees) appointed by, and consisting of
two or more members of, the Board (a "Plan Administrator"). If and so long as
the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
the Board shall consider in selecting the members of any committee acting as
Plan Administrator, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside
directors" as contemplated by Section 162(m) of the Code and (b) "nonemployee
directors" as contemplated by Rule 16b-3 under the Exchange Act. Notwithstanding
the foregoing, the Board may delegate the responsibility for administering the
Plan with respect to designated classes of eligible persons to different
committees consisting of two or more members of the Board, subject to such
limitations as the Board deems appropriate. Committee members shall serve for
such term as the Board may determine, subject to removal by the Board at any
time.

3.2  Administration and Interpretation by Plan Administrator

     Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Awards under the Plan, including the selection
of individuals to be granted Awards, the type of Awards, the number of shares of
Common Stock subject to an Award, all terms, conditions, restrictions and
limitations, if any, of an Award and the terms of any instrument that evidences
the Award. Subject to the terms of the Plan, the Plan Administrator shall also
have exclusive authority to

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determine whether, to what extent, and under what circumstances Awards may be
exercised, cancelled, forfeited or suspended and the method or methods by which
such Awards may be exercised, forfeited or suspended and make any other
determination and take any other action that the Plan Administrator deems
necessary or desirable for the administration of the Plan. The Plan
Administrator shall also have exclusive authority to interpret the Plan and the
terms of any instrument evidencing the Award and may from time to time adopt and
change rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan Administrator may delegate administrative
duties to such of the Company's officers as it so determines.

                     SECTION 4. STOCK SUBJECT TO THE PLAN

4.1  Authorized Number of Shares

     Subject to adjustment from time to time as provided in Section 12.1, a
maximum of 2,450,000 shares of Common Stock shall be available for issuance
under the Plan.

     Shares issued under the Plan shall be drawn from authorized and unissued
shares or shares now held or subsequently acquired by the Company.

4.2  Reuse of Shares

     To the extent any share of Common Stock covered by an Award is not
delivered to a Participant or beneficiary because the Award is forfeited,
canceled, expires without being exercised, or shares of Common Stock are not
delivered because such shares are used to satisfy applicable tax withholding
obligations, such shares shall not be deemed to have been delivered for purposes
of determining the maximum number of shares of Common Stock available for
issuance under the Plan. If the exercise price of any Option granted under the
Plan is satisfied by tendering shares of Common Stock to the Company (by either
actual delivery or by attestation), only the number of shares of Common Stock
issued net of the shares of Common Stock tendered shall be deemed delivered for
purposes of determining the maximum number of shares of Common Stock available
for delivery under the Plan; provided, however, that the aggregate number of
shares that may be issued upon the exercise of Incentive Stock Options under the
Plan shall not exceed 2,450,000 shares, subject to adjustment from time to time
as provided in Section 12.1.

                            SECTION 5. ELIGIBILITY

     Awards may be granted under the Plan to those officers, directors and
employees of the Company and its Related Corporations as the Plan Administrator
from time to time selects. Awards may also be made to consultants, agents,
advisors and independent contractors who provide services to the Company and its
Related Corporations; provided, however, that such Participants render bona fide
services that are not in connection with the offer and sale of the Company's
securities in a capital-raising transaction and do not directly or indirectly
promote or maintain a market for the Company's securities.

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                               SECTION 6. AWARDS

6.1  Form and Grant of Awards

     The Plan Administrator shall have the authority, in its sole discretion, to
determine the type or types of Awards to be made under the Plan. Such Awards may
include, but are not limited to, Incentive Stock Options, Nonqualified Stock
Options and Stock Awards. Awards may be granted singly or in combination.

6.2  Settlement of Awards

     The Company may settle Awards through the delivery of shares of Common
Stock, the granting of replacement Awards or any combination thereof as the Plan
Administrator shall determine. Any Award settlement, including payment
deferrals, may be subject to such conditions, restrictions and contingencies as
the Plan Administrator shall determine. The Plan Administrator may permit or
require the deferral of any Award payment, subject to such rules and procedures
as it may establish, which may include provisions for the payment or crediting
of interest, or dividend equivalents, including converting such credits into
deferred stock equivalents.

6.3  Acquired Company Awards

     Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Awards under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other acquired entities ("Acquired
Entities") (or the parent of the Acquired Entity) and the new Award is
substituted, or the old award is assumed, by reason of a merger, consolidation,
acquisition of property or stock, reorganization or liquidation (the
"Acquisition Transaction"). In the event that a written agreement pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the substitution for or
assumption of outstanding awards of the Acquired Entity, said terms and
conditions shall be deemed to be the action of the Plan Administrator without
any further action by the Plan Administrator, except as may be required for
compliance with Rule 16b-3 under the Exchange Act, and the persons holding such
awards shall be deemed to be Participants.

                         SECTION 7. AWARDS OF OPTIONS

7.1  Grant of Options

     The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock
Options, which shall be appropriately designated.

7.2  Option Exercise Price

     The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator, but shall not be less than 100% of the
Fair Market Value of the Common

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Stock on the Grant Date with respect to Incentive Stock Options. For Incentive
Stock Options granted to a more than 10% shareholder, the Option exercise price
shall be as specified in Section 8.2.

7.3  Term of Options

     The term of each Option (the "Option Term") shall be as established by the
Plan Administrator or, if not so established, shall be ten years from the Grant
Date.  For Incentive Stock Options, the maximum Option Term shall be as
specified in Sections 8.2 and 8.4.

7.4  Exercise of Options

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which, or the installments in which, the
Option shall vest and become exercisable, which provisions may be waived or
modified by the Plan Administrator at any time. If not so established in the
instrument evidencing the Option, the Option shall vest and become exercisable
according to the following schedule, which may be waived or modified by the Plan
Administrator at any time:


  Period of Participant's Continuous Employment
  or Service With the Company or Its Related      Portion of Total Option
  Corporations From the Option Grant Date         That Is Vested and Exercisable
  ---------------------------------------------   ------------------------------
  After 1 year                                    25%

  Each additional three-month period of           An additional 1/16
  continuous service completed thereafter

  After 4 years                                   100%

     The Plan Administrator may adjust the vesting schedule of an Option held by
a Participant who works less than "full-time" as that term is defined by the
Plan Administrator.

     To the extent that an Option has vested and become exercisable, the Option
may be exercised from time to time by delivery to the Company of a written stock
option exercise agreement or notice, in a form and in accordance with procedures
established by the Plan Administrator, setting forth the number of shares with
respect to which the Option is being exercised, the restrictions imposed on the
shares purchased under such exercise agreement, if any, and such representations
and agreements as may be required by the Plan Administrator, accompanied by
payment in full as described in Section 7.5. An Option may not be exercised for
less than a reasonable number of shares at any one time, as determined by the
Plan Administrator.

7.5  Payment of Exercise Price

     The exercise price for shares purchased under an Option shall be paid in
full to the Company by delivery of consideration equal to the product of the
Option exercise price and the

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number of shares purchased. Such consideration must be paid in cash or by check
(acceptable to the Plan Administrator) or, unless the Plan Administrator in its
sole discretion determines otherwise, either at the time the Option is granted
or at any time before it is exercised, in any combination of

     (a) cash or check (acceptable to the Plan Administrator);

     (b) tendering (either actually or, if and so long as the Common Stock is
registered under Section 12(b) or 12(g) of the Exchange Act, by attestation)
shares of Common Stock already owned by the Participant for at least six months
(or any shorter period necessary to avoid a charge to the Company's earnings for
financial reporting purposes) having a Fair Market Value on the day prior to the
exercise date equal to the aggregate Option exercise price;

     (c) if and so long as the Common Stock is registered under Section 12(b) or
12(g) of the Exchange Act, delivery of a properly executed exercise notice,
together with irrevocable instructions, to (i) a brokerage firm designated by
the Company to deliver promptly to the Company the aggregate amount of sale or
loan proceeds to pay the Option exercise price and any withholding tax
obligations that may arise in connection with the exercise and (ii) the Company
to deliver the certificates for such purchased shares directly to such brokerage
firm, all in accordance with the regulations of the Federal Reserve Board; or

     (d) such other consideration as the Plan Administrator may permit.

     In addition, to assist a Participant (including a Participant who is an
officer or a director of the Company) in acquiring shares of Common Stock
pursuant to an Award granted under the Plan, the Plan Administrator, in its sole
discretion, may authorize, either at the Grant Date or at any time before the
acquisition of Common Stock pursuant to the Award, (i) the payment by a
Participant of a full-recourse promissory note or (ii) the guarantee by the
Company of a full-recourse loan obtained by the Participant from a third party.
Subject to the foregoing, the Plan Administrator shall in its sole discretion
specify the terms of any loans or loan guarantees, including the interest rate
and terms of and security for repayment.

7.6  Post-Termination Exercises

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option shall continue to be exercisable,
and the terms and conditions of such exercise, if a Participant ceases to be
employed by, or to provide services to, the Company or its Related Corporations,
which provisions may be waived or modified by the Plan Administrator at any
time. If not so established in the instrument evidencing the Option, the Option
shall be exercisable according to the following terms and conditions, which may
be waived or modified by the Plan Administrator at any time:

     (a) Except as provided in Section 7.7, any portion of an Option that is not
vested and exercisable on the date of termination of the Participant's
employment or service relationship (the "Termination Date") shall expire on such
date.

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     (b)  Any portion of an Option that is vested and exercisable on the
Termination Date shall expire upon the earliest to occur of

          (i)   the last day of the Option Term;

          (ii)  if the Participant's Termination Date occurs for reasons other
than Cause, death, Disability, or Retirement, the three-month anniversary of
such Termination Date; and

          (iii) if the Participant's Termination Date occurs by reason of death,
Disability or Retirement, the one-year anniversary of such Termination Date.

     Notwithstanding the foregoing, if the Participant dies after the
Termination Date while the Option is otherwise exercisable, the Option shall
expire upon the earlier to occur of (y) the last day of the Option Term and (z)
the first anniversary of the date of death, unless the Plan Administrator
determines otherwise.

     Also notwithstanding the foregoing, in case of termination of the
Participant's employment or service relationship for Cause, the Option shall
automatically expire upon first notification to the Participant of such
termination, unless the Plan Administrator determines otherwise.  If a
Participant's employment or service relationship with the Company is suspended
pending an investigation of whether the Participant shall be terminated for
Cause, all the Participant's rights under any Option likewise shall be suspended
during the period of investigation.

     A Participant's transfer of employment or service relationship between or
among the Company and its Related Corporations, or a change in status from or to
an employee to or from a consultant, agent, advisor or independent contractor,
shall not be considered a termination of employment or service relationship for
purposes of this Section 7. The effect of a Company-approved leave of absence on
the terms and conditions of an Option shall be determined by the Plan
Administrator, in its sole discretion.

7.7  Acceleration of Vesting

     If a Participant's employment or service relationship with the Company or a
Related Corporation terminates by reason of death, the Option shall become fully
vested and exercisable for all the shares subject to the Option.  Such Option
shall remain exercisable for the time period set forth in Section 7.6.

                 SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

     To the extent required by Section 422 of the Code, Incentive Stock Options
shall be subject to the following additional terms and conditions:

8.1  Dollar Limitation

     To the extent the aggregate Fair Market Value (determined as of the Grant
Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time

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during any calendar year (under the Plan and all other stock option plans of the
Company) exceeds $100,000, such portion in excess of $100,000 shall be treated
as a Nonqualified Stock Option. In the event the Participant holds two or more
such Options that become exercisable for the first time in the same calendar
year, such limitation shall be applied on the basis of the order in which such
Options are granted.

8.2  More Than 10% Shareholders

     If an individual owns more than 10% of the total combined voting power of
all classes of the stock of the Company or its parent or subsidiary
corporations, then the exercise price per share of an Incentive Stock Option
granted to such individual shall not be less than 110% of the Fair Market Value
of the Common Stock on the Grant Date and the Option Term shall not exceed five
years. The determination of more than 10% ownership shall be made in accordance
with Section 422 of the Code.

8.3  Eligible Employees

     Individuals who are not employees of the Company or one of its parent
corporations or subsidiary corporations may not be granted Incentive Stock
Options. For purposes of this Section 8, "parent corporation" and "subsidiary
corporation" shall have the meanings attributed to those terms for purposes of
Section 422 of the Code.

8.4  Term

     Subject to Section 8.2, the Option Term shall not exceed ten years.

8.5  Exercisability

     An Option designated as an Incentive Stock Option shall cease to qualify
for favorable tax treatment as an Incentive Stock Option to the extent it is
exercised (if permitted by the terms of the Option) (a) more than three months
after the Termination Date for reasons other than death or Disability, (b) more
than one year after the Termination Date by reason of Disability, or (c) after
the Participant has been on a leave of absence for more than 90 days, unless the
Participant's reemployment rights are guaranteed by statute or contract.

     For purposes of this Section 8.5, Disability shall mean "disability" as
that term is defined for purposes of Section 422 of the Code.

8.6  Taxation of Incentive Stock Options

     In order to obtain certain tax benefits afforded to Incentive Stock Options
under Section 422 of the Code, the Participant must hold the shares issued upon
the exercise of an Incentive Stock Option for two years after the Grant Date and
one year from the date of exercise. A Participant may be subject to the
alternative minimum tax at the time of exercise of an Incentive Stock Option.
The Participant shall give the Company prompt notice of any disposition of
shares acquired by the exercise of an Incentive Stock Option prior to the
expiration of such holding periods.

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8.7  Promissory Notes

     The amount of any promissory note delivered pursuant to Section 7.5 in
connection with an Incentive Stock Option shall bear interest at a rate
specified by the Plan Administrator, but in no case less than the rate required
to avoid imputation of interest (taking into account any exceptions to the
imputed interest rules) for federal income tax purposes.

                            SECTION 9. STOCK AWARDS

9.1  Grant of Stock Awards

     The Plan Administrator is authorized to make Awards of Common Stock or
Awards denominated in units of Common Stock on such terms and conditions and
subject to such restrictions, if any (which may be based on continuous service
with the Company or the achievement of performance goals), as the Plan
Administrator shall determine, in its sole discretion, which terms, conditions
and restrictions shall be set forth in the instrument evidencing the Award.  The
terms, conditions and restrictions that the Plan Administrator shall have the
power to determine shall include, without limitation, the manner in which shares
subject to Stock Awards are held during the periods they are subject to
restrictions and the circumstances under which forfeiture of the Stock Award
shall occur by reason of termination of the Participant's employment or service
relationship.

9.2  Issuance of Shares

     Upon the satisfaction of any terms, conditions and restrictions prescribed
in respect to a Stock Award, or upon the Participant's release from any terms,
conditions and restrictions of a Stock Award, as determined by the Plan
Administrator, the Company shall release, as soon as practicable, to the
Participant or, in the case of the Participant's death, to the personal
representative of the Participant's estate or as the appropriate court directs,
the appropriate number of shares of Common Stock.

9.3  Waiver of Restrictions

     Notwithstanding any other provisions of the Plan, the Plan Administrator
may, in its sole discretion, waive the forfeiture period and any other terms,
conditions or restrictions on any Stock Award under such circumstances and
subject to such terms and conditions as the Plan Administrator shall deem
appropriate.

                            SECTION 10. WITHHOLDING

     The Company may require the Participant to pay to the Company the amount of
any withholding taxes that the Company is required to withhold with respect to
the grant, vesting or exercise of any Award.  Subject to the Plan and applicable
law, the Plan Administrator may, in its sole discretion, permit the Participant
to satisfy withholding obligations, in whole or in part, (a) by paying cash, (b)
by electing to have the Company withhold shares of Common Stock (up to the
employer's minimum required tax withholding rate) or (c) by transferring to the
Company shares of Common Stock (already owned by the Participant for the period
necessary to avoid a

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charge to the Company's earnings for financial reporting purposes), in such
amounts as are equivalent to the Fair Market Value of the withholding
obligation. The Company shall have the right to withhold from any Award or any
shares of Common Stock issuable pursuant to an Award (up to the employer's
minimum required tax withholding rate) or from any cash amounts otherwise due or
to become due from the Company to the Participant an amount equal to such taxes.

                           SECTION 11. ASSIGNABILITY

     Awards granted under the Plan and any interest therein may not be assigned,
pledged or transferred by the Participant and may not be made subject to
attachment or similar proceedings otherwise than by will or by the applicable
laws of descent and distribution, and, during the Participant's lifetime, such
Awards may be exercised only by the Participant.  Notwithstanding the foregoing,
and to the extent permitted by Section 422 of the Code, the Plan Administrator,
in its sole discretion, may permit such assignment, transfer and exercisability
and may permit a Participant to designate a beneficiary who may exercise the
Award or receive payment under the Award after the Participant's death;
provided, however, that any Award so assigned or transferred shall be subject to
all the same terms and conditions contained in the instrument evidencing the
Award.

                            SECTION 12. ADJUSTMENTS

12.1 Adjustment of Shares

     In the event that, at any time or from time to time, a stock dividend,
stock split, spin-off, combination or exchange of shares of Common Stock,
recapitalization, merger, consolidation, distribution to shareholders other than
a normal cash dividend, or other change in the Company's corporate or capital
structure, including, without limitation, a Related Party Transaction, results
in (a) the outstanding shares of Common Stock, or any securities exchanged
therefor or received in their place, being exchanged for a different number or
kind of securities of the Company or of any other corporation or (b) new,
different or additional securities of the Company or of any other corporation
being received by the holders of shares of Common Stock of the Company, then the
Plan Administrator shall make proportional adjustments in (i) the maximum number
and kind of securities subject to the Plan as set forth in Section 4 and (ii)
the number and kind of securities that are subject to any outstanding Award and
the per share price of such securities, without any change in the aggregate
price to be paid therefor.  The determination by the Plan Administrator as to
the terms of any of the foregoing adjustments shall be conclusive and binding.
Notwithstanding the foregoing, a dissolution or liquidation of the Company or a
Corporate Transaction shall not be governed by this Section 12.1 but shall be
governed by Sections 12.2 and 12.3, respectively.

12.2 Dissolution or Liquidation

     To the extent not previously exercised or settled, and unless otherwise
determined by the Plan Administrator in its sole discretion, Options and Stock
Awards denominated in units shall terminate immediately prior to the dissolution
or liquidation of the Company.  To the extent a forfeiture provision or
repurchase right applicable to an Award has not been waived by the Plan

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Administrator, the Award shall be forfeited immediately prior to the
consummation of the dissolution or liquidation.

12.3   Corporate Transaction

       12.3.1    Options

       (a)    In the event of a Corporate Transaction, except as otherwise
provided in the instrument evidencing an Option and except as provided in
subsection (b) below, each outstanding Option shall be assumed or an equivalent
option or right substituted by the surviving corporation, the successor
corporation or its parent corporation, as applicable (the "Successor
Corporation").

       (b)    If, in the event of a Corporate Transaction, the Successor
Corporation refuses to assume or substitute for an Option, then each such
outstanding Option shall become fully vested and exercisable. In such case, the
Plan Administrator shall notify the Participant in writing or electronically
that the Option shall be fully vested and exercisable for a specified time
period. At the expiration of the time period, the Option shall terminate,
provided that the Corporate Transaction is consummated.

       (c)    For the purposes of this Section 12.3, the Option shall be
considered assumed or substituted for if following the Corporate Transaction the
option or right confers the right to purchase or receive, for each share of
Common Stock subject to the Option immediately prior to the Corporate
Transaction, the consideration (whether stock, cash, or other securities or
property) received in the Corporate Transaction by holders of Common Stock for
each share held on the effective date of the transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares); provided, however, that if
such consideration received in the Corporate Transaction is not solely common
stock of the Successor Corporation, the Plan 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 of Common Stock subject thereto, to
be solely common stock of the Successor Corporation substantially equal in fair
market value to the per share consideration received by holders of Common Stock
in the Corporate Transaction. The determination of such substantial equality of
value of consideration shall be made by the Plan Administrator and its
determination shall be conclusive and binding.

       (d)    All Options shall terminate and cease to remain outstanding
immediately following the Corporate Transaction, except to the extent assumed by
the Successor Corporation.

       12.3.2    Stock Awards

       In the event of a Corporate Transaction, except as otherwise provided in
the instrument evidencing the Award, the vesting of shares subject to Stock
Awards shall accelerate, and the forfeiture provisions to which such shares are
subject shall lapse, if and to the same extent that the vesting of outstanding
Options accelerates in connection with the Corporate Transaction.  If unvested
Options are to be assumed or substituted by a Successor Corporation without
acceleration upon the occurrence of a Corporate Transaction, the repurchase or
forfeiture

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<PAGE>

provisions to which such Stock Awards are subject shall continue with respect to
shares of the Successor Corporation that may be issued in exchange for such
shares.

       12.3.3    Acceleration

       Except as otherwise provided in the instrument evidencing the Award, any
Awards held by employees that are assumed or substituted in a Corporate
Transaction and do not otherwise accelerate at that time shall automatically
become fully vested and exercisable with respect to 100% of the unvested portion
of the Award (and any forfeiture or repurchase provisions applicable to Stock
Awards shall lapse to the same extent) in the event a Participant's employment
is terminated within one year following such Corporate Transaction, unless such
employment is terminated by the Successor Corporation for Cause.
Notwithstanding the foregoing, such acceleration shall not occur if, in the
opinion of the Company's outside accountants, such acceleration would render
unavailable "pooling of interests" accounting treatment for any Corporate
Transaction for which pooling of interests accounting treatment is sought by the
Company.

12.4   Further Adjustment of Awards

       Subject to Sections 12.2 and 12.3, the Plan Administrator shall have the
discretion, exercisable at any time before a sale, merger, consolidation,
reorganization, liquidation or change in control of the Company, as defined by
the Plan Administrator, to take such further action as it determines to be
necessary or advisable, and fair and equitable to the Participants, with respect
to Awards.  Such authorized action may include (but shall not be limited to)
establishing, amending or waiving the type, terms, conditions or duration of, or
restrictions on, Awards so as to provide for earlier, later, extended or
additional time for exercise, lifting restrictions and other modifications, and
the Plan Administrator may take such actions with respect to all Participants,
to certain categories of Participants or only to individual Participants.  The
Plan Administrator may take such action before or after granting Awards to which
the action relates and before or after any public announcement with respect to
such sale, merger, consolidation, reorganization, liquidation or change in
control that is the reason for such action.

12.5   Limitations

       The grant of Awards shall in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

12.6   Fractional Shares

       In the event of any adjustment in the number of shares covered by any
Award, each such Award shall cover only the number of full shares resulting from
such adjustment.

                                      -13-
<PAGE>

               SECTION 13. REPURCHASE AND FIRST REFUSAL RIGHTS

13.1  Repurchase Rights

      Until the date on which the initial registration of the Common Stock under
Section 12(b) or 12(g) of the Exchange Act first becomes effective, if a
Participant ceases to be employed by or provide services to the Company, then
all shares of Common Stock issued pursuant to an Award (whether issued before or
after cessation of employment or services) shall be subject to repurchase by the
Company, at the Company's sole discretion, at the Fair Market Value of such
shares on the date of such repurchase.  The terms and conditions upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise) shall be established by the Plan Administrator.

13.2  First Refusal Rights

      Until the date on which the initial registration of the Common Stock under
Section 12(b) or 12(g) of the Exchange Act first becomes effective, the Company
shall have the right of first refusal with respect to any proposed sale or other
disposition by the Participant of any shares of Common Stock issued pursuant to
an Award granted under the Plan.  Such right of first refusal shall be
exercisable in accordance with the terms and conditions established by the Plan
Administrator and set forth in the agreement evidencing such right.

13.3  Restrictions on Rights; Assignability

      Repurchase or first refusal rights under this Section 13 may not be
exercised earlier than six months and one day following the date the shares were
purchased by the Participant, or such other time period necessary to avoid
charges to the Company's earnings for financial reporting purposes.  All the
Company's repurchase and first refusal rights under this Section 13 are
assignable by the Company at any time.

                          SECTION 14. MARKET STANDOFF

      In connection with any underwritten public offering by the Company of its
equity securities pursuant to an effective registration statement filed under
the Securities Act, including the Company's initial public offering, a person
shall not sell, make any short sale of, loan, hypothecate, pledge, grant any
option for the purchase of, or otherwise dispose of or transfer for value or
otherwise agree to engage in any of the foregoing transactions with respect to
any shares issued pursuant to an Award granted under the Plan without the prior
written consent of the Company or its underwriters.  Such limitations shall be
in effect for such period of time as may be requested by the Company or such
underwriters and agreed to by the Company's officers and directors with respect
to their shares; provided, however, that in no event shall such period exceed
180 days.  The limitations of this paragraph shall in all events terminate two
years after the effective date of the Company's initial public offering.
Holders of shares issued pursuant to an Award granted under the Plan shall be
subject to the market standoff provisions of this paragraph only if the officers
and directors of the Company are also subject to similar arrangements.

                                      -14-
<PAGE>

      In the event of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the
Company's outstanding Common Stock effected as a class without the Company's
receipt of consideration, any new, substituted or additional securities
distributed with respect to the purchased shares shall be immediately subject to
the provisions of this Section 14, to the same extent the purchased shares are
at such time covered by such provisions.

      In order to enforce the limitations of this Section 14, the Company may
impose stop-transfer instructions with respect to the purchased shares until the
end of the applicable standoff period.

                 SECTION 15. AMENDMENT AND TERMINATION OF PLAN

15.1  Amendment of Plan

      The Plan may be amended only by the Board in such respects as it shall
deem advisable; provided, however, that to the extent required for compliance
with Section 422 of the Code or any applicable law or regulation, shareholder
approval shall be required for any amendment that would (a) increase the total
number of shares available for issuance under the Plan, (b) modify the class of
persons eligible to receive Options, or (c) otherwise require shareholder
approval under any applicable law or regulation. Any amendment made to the Plan
that would constitute a "modification" to Incentive Stock Options outstanding on
the date of such amendment shall not, without the consent of the Participant, be
applicable to such outstanding Incentive Stock Options but shall have
prospective effect only.

15.2  Termination of Plan

      The Board may suspend or terminate the Plan at any time.  The Plan shall
have no fixed expiration date; provided, however, that no Incentive Stock
Options may be granted more than ten years after the later of (a) the Plan's
adoption by the Board and (b) the adoption by the Board of any amendment to the
Plan that constitutes the adoption of a new plan for purposes of Section 422 of
the Code.

15.3  Consent of Participant

      The amendment or termination of the Plan or the amendment of an
outstanding Award shall not, without the Participant's consent, impair or
diminish any rights or obligations under any Award theretofore granted to the
Participant under the Plan. Any change or adjustment to an outstanding Incentive
Stock Option shall not, without the consent of the Participant, be made in a
manner so as to constitute a "modification" that would cause such Incentive
Stock Option to fail to continue to qualify as an Incentive Stock Option.
Notwithstanding the foregoing, any adjustments made pursuant to Section 12 shall
not be subject to these restrictions.

                                      -15-
<PAGE>

                              SECTION 16. GENERAL

16.1  Evidence of Awards

      Awards granted under the Plan shall be evidenced by a written instrument
that shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and that are not inconsistent with the
Plan.

16.2  No Individual Rights

      Nothing in the Plan or any Award granted under the Plan shall be deemed to
constitute an employment contract or confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other
relationship with, the Company or any Related Corporation or limit in any way
the right of the Company or any Related Corporation to terminate a Participant's
employment or other relationship at any time, with or without Cause.

16.3  No Implied Rights or Obligations

      No Participant shall, by reason of participation in the Plan, acquire any
right in or title to any assets, funds or property of the Company or any Related
Corporation whatsoever including without limitation, any specific funds, assets
or other property which the Company or any Related Corporation, in its sole
discretion, may set aside in anticipation of a liability under the Plan.
Subject to the terms of the Plan, a Participant shall have only a contractual
right to the shares of Common Stock or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Related Corporation, and nothing
contained in the Plan shall constitute a representation or guarantee that the
assets of the Company or any Related Corporation shall be sufficient to pay any
benefits to any person.

      The Company, in establishing and maintaining this Plan as a voluntary and
unilateral undertaking, expressly disavows the creation of any rights in
Participants or others claiming entitlement under the Plan or any obligations on
the part of the Company, any Related Corporation or the Plan Administrator,
except as expressly provided herein.  In particular, except as permitted by
Section 11, no third-party beneficiary rights shall be created under the Plan.

      Without limiting the generality of the foregoing, the Company disavows any
undertaking to assure the tax treatment of any particular Award, including the
deferral or transfer of any Award benefits, as may be permitted by the Plan
Administrator.

16.4  Registration

      Notwithstanding any other provision of the Plan, the Company shall have no
obligation to issue or deliver any shares of Common Stock under the Plan or make
any other distribution of benefits under the Plan unless such issuance, delivery
or distribution would comply with all applicable laws (including, without
limitation, the requirements of the Securities Act), and the applicable
requirements of any securities exchange or similar entity.

                                      -16-
<PAGE>

      The Company shall be under no obligation to any Participant to register
for offering or resale or to qualify for exemption under the Securities Act, or
to register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.

      To the extent that the Plan or any instrument evidencing an Award provides
for issuance of stock certificates to reflect the issuance of shares of Common
Stock, the issuance may be effected on a noncertificated basis, to the extent
not prohibited by applicable law or the applicable rules of any stock exchange.
As a condition to the exercise of an Option or any other receipt of Common Stock
pursuant to an Award under the Plan, the Company may require the Participant to
represent and warrant at the time of any such exercise or receipt that such
shares are being purchased or received only for the Participant's own account
and without any present intention to sell or distribute such shares.  At the
option of the Company, a stop-transfer order against any such shares may be
placed on the official stock books and records of the Company, and a legend
indicating that such shares may not be pledged, sold or otherwise transferred,
unless an opinion of counsel is provided (concurred in by counsel for the
Company) stating that such transfer is not in violation of any applicable law or
regulation, may be stamped on stock certificates to ensure exemption from
registration.  The Plan Administrator may also require such other action or
agreement by the Participant as may from time to time be necessary to comply
with the federal and state securities laws.

16.5  No Rights as a Shareholder

      No Option or Stock Award denominated in units shall entitle the
Participant to any cash dividend, voting or other right of a shareholder unless
and until the date of issuance under the Plan of the shares that are the subject
of such Award.

16.6  Compliance with Laws and Regulations

      Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Participants who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other
Participants.  Additionally, in interpreting and applying the provisions of the
Plan, any Option granted as an Incentive Stock Option pursuant to the Plan
shall, to the extent permitted by law, be construed as an "incentive stock
option" within the meaning of Section 422 of the Code.

16.7  Participants in Foreign Countries

      The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of foreign countries in which the Company or
its Related Corporations may operate to assure the viability of the benefits
from Awards granted to Participants employed in such countries and to meet the
objectives of the Plan.

                                      -17-
<PAGE>

16.8  No Trust or Fund

      The Plan is intended to constitute an "unfunded" plan.  Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no
Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.

16.9  Severability

      If any provision of the Plan or any Award is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Award under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Award, such provision shall be stricken as to such jurisdiction,
person or Award, and the remainder of the Plan and any such Award shall remain
in full force and effect.

16.10 Choice of Law

      The Plan and all determinations made and actions taken pursuant hereto, to
the extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of Washington without giving effect to
principles of conflicts of laws.

16.11 Headings

      Headings are given to the sections and subsections of the Plan solely as a
convenience to facilitate reference.  Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provision thereof.

16.12 Appendix Provisions

      Participants who are residents of the State of California shall be subject
to the additional terms and conditions set forth in Appendix A to the Plan.

                          SECTION 17. EFFECTIVE DATE

      The Effective Date is the date on which the Plan is adopted by the Board,
so long as it is approved by the Company's shareholders at any time within 12
months of such adoption.

      Adopted by the Board on March 23, 2000, and approved by the Company's sole
shareholder on August 1, 2000.  Amended by the Board on July 31, 2000 and
further amended by the Board on August 23, 2000, October 20, 2000, and June 1,
2001.  The Company's shareholders approved the October 20, 2000 and June 1, 2001
amendments on June 29, 2001.

                                      -18-
<PAGE>

                                  APPENDIX A
                           TO THE ZYMOGENETICS, INC.
                           2000 STOCK INCENTIVE PLAN
                        (For California Residents Only)

     This Appendix to the ZymoGenetics, Inc. 2000 Stock Incentive Plan (the
"Plan") shall have application only to Participants who are residents of the
State of California.  Capitalized terms contained herein shall have the same
meanings given to them in the Plan, unless otherwise provided in this Appendix.
Notwithstanding any provision contained in the Plan to the contrary and to the
extent required by applicable law, the following terms and conditions shall
apply to all Awards granted to residents of the State of California, until such
time as the Common Stock becomes a "listed security" under the Securities Act:

     1.   Nonqualified Stock Options shall have an exercise price that is not
less than 85% of the Fair Market Value of the Common Stock at the time the
Option is granted, as determined by the Board, except that the exercise price
shall be at least 110% of the Fair Market Value in the case of any person who
owns stock possessing more than 10% of the total combined voting power of all
classes of stock of the Company or its parent or subsidiary corporations.

     2.   The purchase price for any Stock Awards that may be purchased under
the Plan ("Stock Purchase Rights") shall be at least 85% of the Fair Market
Value of the Common Stock at the time the Participant is granted the Stock
Purchase Right or at the time the purchase is consummated.  Notwithstanding the
foregoing, the purchase price shall be at least 100% of the Fair Market Value of
the Common Stock at the time the Participant is granted the Stock Purchase Right
or at the time the purchase is consummated in the case of any person who owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the Company or its parent or subsidiary corporations.

     3.   Options shall have a term of not more than ten years from the date the
Option is granted.

     4.   Awards shall be nontransferable other than by will or the laws of
descent and distribution.  Notwithstanding the foregoing, and to the extent
permitted by Section 422 of the Code, the Plan Administrator, in its discretion,
may permit distribution of an Option to an inter vivos or testamentary trust in
which the Option is to be passed to beneficiaries upon the death of the trustor
(settlor), or by gift to "immediate family" as that term is defined in Rule 16a-
1(e) of the Exchange Act.

     5.   Options shall become exercisable at the rate of at least 20% per year
over five years from the date the Option is granted, subject to reasonable
conditions such as continued employment.  However, in the case of an Option
granted to officers, directors or consultants of the Company or any of its
affiliates, the Option may become fully exercisable, subject to reasonable
conditions such as continued employment, at any time or during any period
established by the Company or any of its affiliates.

                                      A-1
<PAGE>

     6.   Unless employment is terminated for Cause, the right to exercise an
Option in the event of termination of employment, to the extent that the
Participant is otherwise entitled to exercise an Option on the date employment
terminates, shall be

          a.   at least six months from the date of termination of employment if
termination was caused by death or Disability; and

          b.   at least 30 days from the date of termination if termination of
employment was caused by other than death or Disability;

          c.   but in no event later than the remaining term of the Option.

     7.   No Award may be granted to a resident of California more than ten
years after the earlier of the date of adoption of the Plan and the date the
Plan is approved by the shareholders.

     8.   Any Award exercised before shareholder approval is obtained shall be
rescinded if shareholder approval is not obtained within 12 months before or
after the Plan is adopted.  Such shares shall not be counted in determining
whether such approval is obtained.

     9.   The Company shall provide annual financial statements of the Company
to each California resident holding an outstanding Award under the Plan.  Such
financial statements need not be audited and need not be issued to key employees
whose duties at the Company assure them access to equivalent information.

     10.  Any right of repurchase on behalf of the Company in the event of a
Participant's termination of employment shall be at a purchase price that is (a)
not less than the Fair Market Value of the securities upon termination of
employment, and the right to repurchase shall be exercised for cash or
cancellation of purchase money indebtedness for the shares within 90 days of
termination of employment (or in the case of securities issued upon exercise of
Options after the date of termination, within 90 days after the date of the
exercise), and the right shall terminate when the Company's securities become
publicly traded; or (b) at the original purchase price, provided that the right
to repurchase at the original purchase price lapses at the rate of at least 20%
of the shares per year over five years from the date the Option or Stock
Purchase Right is granted (without respect to the date the Option or Stock
Purchase Right was exercised or became exercisable) and the right to repurchase
shall be exercised for cash or cancellation of purchase money indebtedness for
the shares within 90 days of termination of employment (or in the case of
securities issued upon exercise of Options after the date of termination, within
90 days after the date of the exercise).  In addition to the restrictions set
forth in clauses (a) and (b), the securities held by an officer, director or
consultant of the Company or an affiliate of the Company may be subject to
additional or greater restrictions.

                                      A-2
<PAGE>

                   PLAN ADOPTION AND AMENDMENTS/ADJUSTMENTS
                                 SUMMARY PAGE

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Date of Board Action                             Section/Effect of    Date of Shareholder
                        Action                   Amendment            Approval
--------------------------------------------------------------------------------------------------
<S>                     <C>                      <C>                  <C>
March 23, 2000          Initial Plan Adoption                         August 1, 2000
--------------------------------------------------------------------------------------------------
July 31, 2000           Plan amended as marked                        August 1, 2000
                        and attached to the
                        minutes of the July
                        31, 2000 Board meeting
--------------------------------------------------------------------------------------------------
August 23, 2000         Redefined "Corporate                          Not required
                        Transaction", added a
                        new Section 12.2 and
                        revised Section 12.3
--------------------------------------------------------------------------------------------------
October 20, 2000        Increase shares from     Section 4.1
                        1,331,000 to 1,685,000
--------------------------------------------------------------------------------------------------
June 1, 2001            Increase shares from     Section 4.1          June 29, 2001 -
                        1,685,000 to 2,450,000                        Approved share
                                                                      increase from 1,331,
                                                                      000 to 1,685,000
--------------------------------------------------------------------------------------------------
</TABLE>

                                      -1-