10Q Q1 2001 EXH10.153



                                                          Exhibit 10.153



AXYS PHARMACEUTICALS, INC.

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT is made and entered into as of __________ ___, 2000
by Paul Hastings (the "Pledgor"), in favor of Axys
Pharmaceuticals, Inc. (the "Secured Party").

RECITALS


	The Pledgor and the Secured Party have entered into that certain
Promissory Note, dated as of ____________ ___, 2000 (as amended, modified and
supplemented to date, the "Promissory Note").  All capitalized
terms used herein which are not otherwise defined herein shall have the meanings
ascribed to them in the Promissory Note.
	The Pledgor has been granted those certain options to acquire shares of
common stock of the Secured Party as are described on Exhibit A hereto
(such options, the "Pledged Options," and the shares of common
stock which may be issued upon exercise of such options, the "Pledged
Stock").
	As a condition to advancing funds to the Pledgor under the Promissory Note,
the Secured Party has required that the Pledgor grant to the Secured Party a
security interest in the Pledged Options and the Pledged Stock as security for
the obligations of the Pledgor under the Promissory Note and any documents
executed in connection therewith (collectively, the "Loan
Documents").

AGREEMENT

NOW, THEREFORE, in consideration of the premises and in order to
induce the Secured Party to advance funds to the Pledgor, the Pledgor hereby
agrees with the Secured Party and grants as follows: 


	Pledge.  The Pledgor hereby pledges and grants to the Secured
Party a security interest in the following collateral (the "Pledged
Collateral"):

	the Pledged Options and the Pledged Stock and the certificates representing
the Pledged Options and the Pledged Stock, and all dividends, cash, instruments,
chattel paper and other rights, property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
of the Pledged Options and the Pledged Stock; and 
	all proceeds of the foregoing.



	Security for Performance.  This Pledge Agreement (and all of
the Pledged Collateral) secures the payment of the principal of and the interest
on the advances made under the Promissory Note and the performance of the
Pledgor's obligations pursuant to this Agreement and the other Loan Documents
(the "Obligations").

	Delivery of Pledged Collateral.  All certificates or
instruments representing or evidencing the Pledged Collateral shall be delivered
to and held by the Secured Party pursuant hereto and shall be accompanied by
duly executed instruments of transfer or assignment in blank, all in form and
substance satisfactory to the Secured Party.  The Secured Party shall have the
right, at any time in its discretion and without notice to Pledgor following the
occurrence of an Event of Default, to transfer to or to register in the name of
the Secured Party or any of its nominees any or all of the Pledged Collateral.
In addition, the Secured Party shall have the right at any time to exchange
certificates or instruments representing or evidencing Pledged Collateral for
certificates or instruments of smaller or larger denominations.

	Representations and Warranties.  Pledgor represents and
warrants as follows:

	The delivery of the Pledged Options and, as applicable, the Pledged Stock to
the Secured Party pursuant to this Pledge Agreement creates a valid and
perfected first priority security interest in the Pledged Collateral (other than
cash not in the possession of the Secured Party), securing the payment of the
principle of and the interest on advances made under the Promissory Note and the
performance of Pledgor's obligations pursuant to this Agreement and the other
Loan Documents.
	No consent of any other party (including, without limitation, any creditor
of the Pledgor) and no governmental approval is required either (i) for the
pledge by the Pledgor of the Pledged Collateral pursuant to this Pledge
Agreement or for the execution, delivery or performance of this Pledge Agreement
by Pledgor or (ii) for the exercise by the Secured Party of the voting or other
rights provided for in this Pledge Agreement or the remedies in respect of the
Pledged Collateral pursuant to this Pledge Agreement (except as may be required
in connection with such disposition by laws affecting the offering and sale of
securities generally).



	Further Assurances.  The Pledgor agrees that at any time and
from time to time the Pledgor will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable or that the Secured Party may request, in order to perfect and protect
any security interest granted or purported to be granted hereby or to enable the
Secured Party to exercise and enforce its rights and remedies hereunder with
respect to any Pledged Collateral and to carry out the provisions and purposes
hereof.

	Administration of Security.  The following provisions shall
govern the administration of the Pledged Collateral:

	So long as no Event of Default shall have occurred:

(i)The Pledgor shall be entitled to exercise any and all voting and other
consensual rights pertaining to the Pledged Collateral or any part thereof for
any purpose not inconsistent with the terms of this Pledge Agreement or the
Promissory Note; provided, however, that the Pledgor shall not exercise or
refrain from exercising any such right if, in the Secured Party's judgment, such
action or inaction would have a material adverse effect on the value of the
Pledged Collateral or any part thereof; and provided, further, that the Pledgor
shall give the Secured Party at least thirty (30) days' written notice of the
manner in which he intends to exercise, and the reasons therefor, or the reasons
for refraining from exercising, any such right.

(ii)The Pledgor shall be entitled to receive all cash dividends and other
cash distributions paid or payable with respect to any of the Pledged
Collateral.   Any and all instruments and other property (other than cash or
checks) received, receivable or otherwise distributed in respect of, or in
exchange for, any Pledged Collateral, shall be, and shall be forthwith delivered
to the Secured Party to hold as Pledged Collateral and shall, if received by the
Pledgor, be received in trust for the benefit of the Secured Party, be
segregated from the other property or funds of  Pledgor, and be forthwith
delivered to the Secured Party as Pledged Collateral in the same form as so
received (with any necessary indorsement).

	Upon the occurrence of an Event of Default:

(i)All rights of the Pledgor to exercise the voting and other consensual
rights which he would otherwise be entitled to exercise pursuant to Section
6(a)(i) and to receive the dividends which he would otherwise be authorized to
receive and retain pursuant to Section 6(a)(ii) shall cease, and all such rights
shall, upon notice by the Secured Party to the Pledgor, become vested in the
Secured Party who shall thereupon have the sole right to exercise such voting
and other consensual rights and the sole right to receive and hold as Pledged
Collateral such dividends (and to the extent permissible, apply them to the
Obligations of Pledgor).

(ii)All dividends which are received by the Pledgor contrary to the
provisions of paragraph (i) of this Section 6(b) shall be received in trust for
the benefit of the Secured Party, shall be segregated from other funds of the
Pledgor and shall be forthwith paid over to the Secured Party as Pledged
Collateral in the same form as so received (with any necessary indorsement).

	Transfers and Other Liens; Additional Shares.  The Pledgor
agrees that he will not, except as permitted by this Pledge Agreement or the
Promissory Note:  (i) sell or otherwise dispose of, or grant any option
with respect to, any of the Pledged Collateral, (ii) create or permit to exist
any lien upon or with respect to any of the Pledged Collateral except pursuant
to this Pledge Agreement, or (iii) enter into any other contractual obligations
which may restrict or inhibit the Secured Party's rights or ability to sell or
otherwise dispose of the Pledged Collateral or any part thereof after the
occurrence of an Event of Default.

	The Secured Party Appointed Attorney-in-Fact.  The Pledgor
hereby appoints the Secured Party the Pledgor's attorney-in-fact effective upon
the occurrence of an Event of Default, with full authority in the place and
stead of the Pledgor and in the name of the Pledgor or otherwise, from time to
time in the Secured Party's discretion to take any action and to execute any
instrument which the Secured Party may deem necessary or advisable to accomplish
the purposes of this Pledge Agreement, including, without limitation, to
receive, indorse and collect all instruments made payable to Pledgor
representing any dividend or other distribution in respect of the Pledged
Collateral or any part thereof.

	The Secured Party's Duties; Reasonable Care.  The powers
conferred on the Secured Party hereunder are solely to protect its interest in
the Pledged Collateral and shall not impose any duty on it to exercise any such
powers.  Except for the safe custody of any Pledged Collateral in its possession
and the accounting for monies actually received by it hereunder, the Secured
Party shall have no duty as to any Pledged Collateral.  The Secured Party shall
be deemed to have exercised reasonable care in the custody and preservation of
the Pledged Collateral in its possession if the Pledged Collateral is accorded
treatment that is not materially less protective than that which the Secured
Party accords its own property, it being expressly agreed that the Secured Party
shall have no responsibility for (i) ascertaining or taking action with respect
to calls, conversions, exchanges, maturities, tenders or other matters relative
to any Pledged Collateral, whether or not the Secured Party has or is deemed to
have knowledge of such matters, or (ii) taking any necessary steps to preserve
rights against any parties with respect to any Pledged Collateral, but the
Secured Party may do so at its option and all expenses incurred in connection
therewith shall be payable by and for the sole account of Pledgor.

	Defaults.  The occurrence of any one or more of the following
events or conditions shall constitute an Event of Default under this
Agreement:


	Failure to Perform.  The Pledgor fails to make any principle or
interest payment required pursuant to the Promissory Note or any other Loan
Documents and fails to cure such default within the grace period provided in the
applicable Loan Document.

	Representations and Warranties.  The Pledgor makes or has made or
furnishes or has furnished, any material written warranty, representation or
statement to the Secured Party in connection with this Agreement or any of the
other Loan Documents which is or was false or misleading when made or
furnished.

	Additional Liens; Attachment.  Any lien or encumbrance other than
that created by this Pledge Agreement is placed on, or any levy is made on the
Collateral, or any portion thereof; or the Collateral, or any portion thereof,
is seized or attached pursuant to legal process, and such lien, encumbrance,
levy, seizure, or attachment is not removed or released within sixty (60) days
from the time such lien or encumbrance was placed thereon or such levy, seizure
or attachment was effected.

	Voluntary Bankruptcy.  The Pledgor commences or proposes to commence
any bankruptcy, reorganization or insolvency proceeding, or other proceeding
under any federal, state or other law for the relief of debtors;

	Involuntary Bankruptcy.  The Pledgor fails to obtain dismissal,
within ninety (90) days after commencement thereof, of any bankruptcy,
insolvency, or reorganization proceeding or other proceeding for relief under
any bankruptcy law, including, without limitation, the Federal Bankruptcy Code,
or any law for the relief of debtors, instituted against the Pledgor by one or
more third parties, fails to oppose actively such proceeding, or, in any such
proceeding defaults or files an answer admitting the material allegations upon
which the proceeding was based, or alleges its willingness to have an order for
relief entered or its desire to seek liquidation, reorganization or adjustment
of its debts; and

	Receiver Appointed.  Any receiver, trustee or custodian is appointed
by a court of competent jurisdiction to take possession of all or any
substantial portion of the assets of Pledgor.

	Remedies upon Default.  If any Event of Default shall have
occurred:

	The Secured Party may exercise in respect of the Pledged Collateral, in
addition to other rights and remedies provided for herein or otherwise available
to it, all the rights and remedies of a secured party under applicable uniform
commercial codes, and the Secured Party may also, without notice except as
specified below, sell the Pledged Collateral or any part thereof in one or more
parcels at public or private sale, at any exchange, broker's board or at any of
the Secured Party's offices or elsewhere, for cash, on credit or for future
delivery, and upon such other terms as the Secured Party may deem commercially
reasonable.  The Pledgor acknowledges and agrees that any such private sale may
result in prices and other terms less favorable to the seller than if such sale
were a public sale.  The Pledgor agrees that, to the extent notice of sale shall
be required by law, at least ten days' notice to the Pledgor of the time and
place of any public sale or the time after which any private sale is to be made
shall constitute reasonable notification.  The Secured Party shall not be
obligated to make any sale of Pledged Collateral regardless of notice of sale
having been given.  The Secured Party may adjourn any public or private sale
from time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it was
so adjourned.  The Secured Party shall be under no obligation to delay a sale of
any of the shared of Pledged Stock for the period of time necessary to permit
the issuing corporation of such securities to register such securities for
public sale under the Securities Act of 1933, as from time to time amended (the
"Securities Act"), or under applicable state securities laws,
even if the issuing corporation would agree to do so.
	Any cash held by the Secured Party as Pledged Collateral and all cash
proceeds received by the Secured Party in respect of any sale of, collection
from, or other realization upon all or any part of the Pledged Collateral may,
in the discretion of the Secured Party, be held by the Secured Party as
collateral for, and/or then or at any time thereafter applied in whole or in
part by the Secured Party for its benefit against, all or any part of  the
Obligations of the Pledgor pursuant to the Note or this Agreement.  Any surplus
of such cash or cash proceeds held by the Secured Party and remaining after
payment in full of all the Obligations shall be paid over to the Pledgor or to
whomsoever may be lawfully entitled to receive such surplus or as a court of
competent jurisdiction may direct; provided, that in the event that all of the
conditions to the termination of this Pledge Agreement pursuant to Section 13
shall not have been fulfilled, such balance shall be held and applied from time
to time as provided in this subsection 11(b) until all such conditions shall
have been fulfilled.



	Remedies Cumulative.  Each right, power and remedy of the
Secured Party provided in this Pledge Agreement or now or hereafter existing at
law or in equity or by statute or otherwise shall be cumulative and concurrent
and shall be in addition to every other right, power or remedy provided for in
this Pledge Agreement or now or hereafter existing at law or in equity or by
statute or otherwise.  The exercise or partial exercise by the Secured Party of
any one or more of such rights, powers or remedies shall not preclude the
simultaneous or later exercise by the Secured Party of all such other rights,
powers or remedies, and no failure or delay on the part of the Secured Party to
exercise any such right, power or remedy shall operate as a waiver thereof.

	Release; Termination.

	So long as no Event of Default shall have occurred and the requirements of
payment set forth in the Promissory Note are satisfied, the Pledgor may sell
or dispose of any Pledged Collateral, if such sale or disposition is not
prohibited by any terms or conditions of this Pledge Agreement, the Promissory
Note or any other agreement related hereto.  The Secured Party shall upon
request of the Pledgor execute and deliver to the Pledgor a release or releases
in form reasonably satisfactory to the Secured Party to release the lien of this
Pledge Agreement with respect to such Pledged Collateral and assign, transfer
and deliver such Pledged Collateral to the Pledgor.  Such releases and
assignments shall be without warranty by or recourse to the Secured Party,
except as to the absence of any prior assignments by the Secured Party
of its interest in the Pledged Collateral, and shall be at the expense of
the Pledgor.
	This Pledge Agreement shall terminate upon full and complete payment in full
of all Obligations under the Promissory Note, this Pledge Agreement or any other
agreement related hereto.  The Secured Party, at the time of such termination
and at the expense of the Pledgor, will execute and deliver to the Pledgor a
proper instrument or instruments acknowledging the termination of this Pledge
Agreement, and will duly assign, transfer and deliver to the Pledgor such of the
Pledged Collateral as has not yet theretofore been sold or otherwise applied or
released pursuant to this Pledge Agreement, together with any moneys at the time
held by the Secured Party hereunder.  Such assignment and delivery shall be
without warranty by or recourse to the Secured Party, except as to the absence
of any prior assignments by the Secured Party of its interest in the Pledged
Collateral.



	Continuing Security Interest.  This Pledge Agreement shall
create a continuing security interest in the Pledged Collateral and shall
(i) remain in full force and effect until terminated pursuant to Section
13(b), (ii) be binding upon the Pledgor and its heirs, successors and assigns,
and (iii) inure, together with the rights and remedies of the Secured Party
hereunder, to the benefit of the Secured Party, its successors, transferees and
assigns.

	Waiver.  To the fullest extent he may lawfully so agree, the
Pledgor agrees that it will not at any time insist upon, claim, plead, or take
any benefit or advantage of any appraisement, valuation, stay, extension,
moratorium, redemption or similar law now or hereafter in force in order to
prevent, delay, or hinder the enforcement hereof or the absolute sale of any
part of the Pledged Collateral; the Pledgor for itself and all who claim through
him, so far as he or they now or hereafter lawfully may do so, hereby waive the
benefit of all such laws, and all right to have the Pledged Collateral marshaled
upon any foreclosure hereof, and agree that any court having jurisdiction to
foreclose this Pledge Agreement may order the sale of the Pledged Collateral as
an entirety.

	Reinstatement.  This Pledge Agreement shall continue to be
effective or be reinstated, as the case may be, if at any time any amount
received by the Secured Party in respect of Pledgor's Obligations pursuant to
the Promissory Note is rescinded or must otherwise be restored or returned by
the Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or
reorganization of the Pledgor or upon the appointment of any intervenor or
conservator of, or trustee or similar official for, the Pledgor or any
substantial part of its assets, or otherwise, all as though such payments had
not been made.

	Severability.  The provisions of this Pledge Agreement are
severable, and if any clause or provision shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction and shall not in any manner affect such clause or provision in
any other jurisdiction, or any other clause or provision of this Pledge
Agreement in any jurisdiction.

	Survival of Provisions.  All representations, warranties and
covenants of the Pledgor contained herein shall survive the execution and
delivery of this Pledge Agreement, and shall terminate only upon the full and
final payment and performance by the Pledgor of its indebtedness and obligations
secured hereby.

	Counterparts.  This Pledge Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
shall together constitute one and the same agreement.

	Governing Law.  This Pledge Agreement shall be construed in
accordance with and all disputes hereunder shall be governed by the laws of the
State of California, without regard to principles of conflicts of laws.

	Amendments.  This Agreement may be amended, modified or
supplemented only by a written instrument signed by the Pledgor and the Secured
Party.

IN WITNESS WHEREOF, the parties hereto have caused this Pledge Agreement to
be duly executed and delivered as of the date first above written.

Pledgor:
 

Paul Hastings
 

Secured Party:

AXYS PHARMACEUTICALS, INC.

By:________________________________
























EXHIBIT A


(1)Options to purchase 500,000 shares of the
Company's common stock (the "Time Vesting Options") as described in
Section 2.10 of that certain Employment Agreement dated as of ______________,
2000 between the Company and Pledgor (the "Employment Agreement").


(2)Options to purchase an additional 100,000 shares
of the Company's common stock (the "Performance Vesting Options") as
described in Section 2.10 of the Employment Agreement.