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Exhibit 10.17    
    


ARQULE, INC. AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN
  Nonstatutory Stock Option Terms And Conditions  


THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES

WHICH HAVE BEEN ISSUED UNDER THE 1994 EQUITY INCENTIVE PLAN

AND REGISTERED UNDER THE SECURITIES ACT OF 1933.  



        1.    Plan Incorporated by Reference.    This Option is issued pursuant to the terms of the Plan and may be amended as
provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all of the terms and
conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the
Plan may be obtained upon written request without charge from the Company. 



        2.    Option Price.    The price to be paid for each share of Common Stock issued upon exercise of the whole or any
part of this Option is the Option Price set forth on the face of this certificate. 


        3.    Exercisability Schedule.    This Option may be exercised at any time and from time to time for the number of
shares and in accordance with the exercisability schedule set forth on the face of this certificate, but only for the purchase of whole shares. This Option may not be exercised as to any shares after
the Expiration Date. 


        4.    Method of Exercise.    To exercise this Option, the Optionholder shall deliver written notice of exercise to the
Company specifying the number of shares with respect to which the Option is being exercised accompanied by payment of the Option Price for such shares in cash, by certified check or in such
other form, including shares of Common Stock of the Company valued at their Fair Market Value on the date of delivery, as the Committee may approve. Promptly following such notice, the Company will
deliver to the Optionholder a certificate representing the number of shares with respect to which the Option is being exercised. 



        5.    Rights as a Stockholder or Employee.    The Optionholder shall not have any rights in respect of shares as to
which the Option shall not have been exercised and payment made as provided above. The Optionholder shall not have any rights to continued employment by the Company or its Affiliated by virtue of the
grant of this Option. 


        6.    Recapitalization, Mergers, Etc.    As provided in the Plan, in the event of corporate transaction affecting the
Company's outstanding Common Stock, the Committee shall equitably adjust the number and kind of shares subject to this Option and the exercise price hereunder or make provision for a cash payment. If
such transaction involves a consolidation or merger of the Company with another entity, the sale or exchange of all or substantially all of the assets of the Company or a reorganization or liquidation
of the Company, then in lieu of the foregoing, the Committee may upon written notice to the Optionholder provide that this Option shall terminate on a date not less than 20 days after the date
of such notice unless theretofore exercised. In connection with such notice, the Committee may in its discretion accelerate or waive any deferred exercise period. 


        7.    Option Not Transferable.    This Option is not transferable by the Optionholder otherwise than by will or the
laws of descent and distribution, and is exercisable, during the Optionholder's lifetime, only by the Optionholder. The naming of a Designated Beneficiary does not constitute a transfer. 


        8.    Exercise of Option After Termination of Employment.    Except as set forth in Paragraph 9, if the
Optionholder's employment with (a) the Company, (b) an Affiliate, or (c) a corporation (or parent or subsidiary corporation of such corporation) issuing or assuming a stock option
in a transaction to which section 424(a) of the Code applies, is terminated for any reason other than by disability (within the meaning of section 22(e)(3) of the Code) or death, the
Optionholder may exercise the rights which were available to the Optionholder at the time of such termination only within three months from the date of termination. If Optionholder's employment is
terminated as a result of disability, such rights 










may
be exercised within twelve months from the date of termination. Upon the death of the Optionholder, his or her Designated Beneficiary shall have the right, at any time within twelve months after
the date of death, to exercise in whole or in part any rights that were available to the Optionholder at the time of death. Notwithstanding the foregoing, no rights under this Option may be exercised
after the Expiration Date. 


        9.    Exercise of Option Upon Retirement.    Upon Retirement, as defined below and notwithstanding the exercisability
schedule set forth on the face of this certificate, this Option may be exercised in whole or part until the earlier of up to two years from the date of Retirement or the Expiration Date.
"Retirement" as to any Optionholder shall mean such person's leaving the employment of the Company or an Affiliate after reaching age 55 with ten (10) years of full-time continuous
service with the Company or an Affiliate; provided, that the sum of the Optionholder's age plus the number of years of continuous service equals or exceed seventy (70). 



        10.    Compliance with Securities Laws.    It shall be a condition to the Optionholder's right to purchase shares of
Common Stock hereunder that the Company may, in its discretion, require (a) that the shares of Common Stock reserved for issue upon the exercise of this Option shall have been duly listed, upon
official notice of issuance, upon any national securities exchange or automated quotation system on which the Company's Common Stock may then be listed or quoted, (b) that either (i) a
registration statement under the Securities Act of 1933 with respect to the shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed purchase shall be exempt
from registration under that Act and the Optionholder shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if
any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such shares by the Company shall have been taken by the Company or the Optionholder, or both.
The certificates representing the shares purchased under this Option may contain such legends as counsel for the Company shall consider necessary to comply with any applicable law. 


        11.    Payment of Taxes.    The Optionholder shall pay to the Company, or make provision satisfactory to the Company
for payment of, any taxes required by law to be withheld with respect to the exercise of this Option. The Committee may, in its discretion, require any other Federal or state taxes imposed on the sale
of the shares to be paid by the Optionholder. In the Committee's discretion, such tax obligations may be paid in whole or in part in shares of Common Stock, including shares retained from the exercise
of this Option, valued at their Fair Market Value on the date of delivery. The Company and its Affiliated may, to the extent permitted by law, deduct any such tax obligations from any payment of any
kind otherwise due to the Optionholder. 











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Exhibit 10.17