Tularik Inc. 1991 Stock Plan, as amended, and form of Stock Option Agreement.



 EXHIBIT 10.2 
  
 TULARIK INC. 
  
 1991 STOCK PLAN 
  
 1. Purposes of the plan. The purposes of this Stock Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consultants of the Company and its
Subsidiaries and to promote the success of the Company’s business. Options granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at
the time of grant of an option and subject to the applicable provisions of Section 422 of the Code, as amended, and the regulations promulgated there-under. Stock purchase rights may also be granted under the Plan. 
  
 2. Definitions. As used herein, the following definitions shall apply:

  
 (a) “Administrator” means the Board
or any of its Committees appointed pursuant to Section 4 of the Plan. 
  
 (b) “Board” means the Board of Directors of the Company. 
  
 (c) “Code” means the Internal Revenue Code of 1986, as amended. 
  
 (d) “Committee” means the Committee appointed by the Board of Directors in accordance with
paragraph (a) of Section 4 of the Plan. 
  
 (e)
“Common Stock” means the Common Stock of the Company. 
  
 (f) “Company” means Tularik Inc., a California corporation. 
  
 (g) “Consultant” means any person, including an advisor, who is engaged by the Company or any Parent or Subsidiary to render
services and is compensated for such services, and any director of the Company whether compensated for such services or not provided that if and in the event the Company registers any class of any equity security pursuant to the Exchange Act, the
term Consultant shall thereafter not include directors who are not compensated for their services or are paid only a director’s fee by the Company. 
  
 (h) “Continuous Status as an Employee” means the absence of any interruption or termination of the employment relationship by
the Company or any Subsidiary. Continuous Status as an Employee shall not be considered interrupted in the case of: (i) sick leave; (ii) military leave; (iii) any other leave of absence approved by the Board, provided that such leave is for a period
of not more than ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract 

  

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or statute, or unless provided otherwise pursuant to Company policy adopted from time to time; or (iv) in the case of transfers between locations of the
Company or between the Company, its Subsidiaries or its successor. 
  
 (i) “Employee” means any person, including officers and directors, employed by the Company or any Parent or Subsidiary of the Company. The payment of a director’s fee by the Company shall not be
sufficient to constitute “employment” by the Company. 
  
 (j) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
  
 (k) “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 National Market System of the National Association of Securities Dealers, Inc. Automated quotation (“NASDAQ”) System, 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 system or exchange or the exchange with the greatest volume of trading in Common Stock for the last market trading day prior to the time of determination) as
reported in the Wall Street Journal or such other source as the Administrator deems reliable; 
  
 (ii) If the Common Stock is quoted on the NASDAQ System (but not on the National Market System thereof) or regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean between the high and low asked prices for the Common Stock or; 
  
 (iii) In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be
determined in good faith by the Administrator. 
  
 (l) “Incentive Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. 
  

(m) “Nonstatutory Stock Option” means an Option not intended to qualify as an Incentive Stock Option. 
  
 (n) “Option” means a stock option granted pursuant
to the Plan. 
  
 (o) “Optioned Stock”
means the Common Stock subject to an Option. 
  
 (p) “Optionee” means an Employee or Consultant who receives an Option. 
  
 (q) “Parent” means a “parent corporation”, whether now or hereafter existing, as defined in Section 424(e) of the
Code. 
  

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 (r) “Plan” means this 1991 Stock Plan. 
  
 (s) “Restricted Stock” means shares of Common
Stock acquired pursuant to a grant of Stock Purchase Rights under Section 11 below. 
  
 (t) “Share” means a share of the Common Stock, as adjusted in accordance with Section 13 of the Plan. 
  
 (u) “Subsidiary” means a “subsidiary
corporation”, whether now or hereafter existing, as defined in Section 424(f) of the Code. 
  
 3. Stock Subject to the Plan. Subject to the provisions of Section 13 of the Plan, the maximum aggregate number of shares which may be optioned and sold
under the Plan is 3,666,667 shares of Common Stock. The shares may be authorized, but unissued, or reacquired Common Stock. 
  
 If an Option should expire or become unexercisable for any reason without having been exercised in full, the unpurchased Shares which were subject thereto
shall, unless the Plan shall have been terminated, become available for future grant under the Plan. 
  
 4. Administration of the Plan. 
  
 (a) Procedure. 
  
 (i) Administration With Respect to Directors and Officers. With respect to grants of Options or Stock Purchase Rights to Employees who are
also officers or directors of the Company, the Plan shall be administered by (A) the Board if the Board may administer the Plan in compliance with Rule 16b-3 promulgated under the Exchange Act or any successor thereto (“Rule 16b-3”) with
respect to a plan intended to qualify there-under as a discretionary plan, or (B) a Committee designated by the Board to administer the Plan, which Committee shall be constituted in such a manner as to permit the Plan to comply with Rule 16b-3 with
respect to a plan intended to qualify thereunder as a discretionary plan. Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of
the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and thereafter directly administer
the Plan, all to the extent permitted by Rule 16b-3 with respect to a plan intended to qualify thereunder as a discretionary plan. 
  
 (ii) Multiple Administrative Bodies. If permitted by Rule 16b-3, the Plan may be administered by different bodies with respect to
directors, non- director officers and Employees who are neither directors nor officers. 
  
 (iii) Administration With Respect to Consultants and Other Employees. With respect to grants of Options or Stock Purchase Rights to
Employees or Consultants who are neither directors nor officers of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board, which Committee 

  

 3. 








 
shall be constituted in such a manner as to satisfy the legal requirements relating to the administration of incentive stock option plans, if any, of
California corporate and securities laws and of the Code (the “Applicable Laws”). Once appointed, such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may
increase the size of the Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies, however caused, and remove all members of the Committee and
thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws. 
  
 (b) Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by
the Board to such Committee, the Administrator shall have the authority, in its discretion: 
  
 (i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(k) of the Plan; 
  
 (ii) to select the officers, Consultants and Employees to
whom Options and Stock Purchase Rights may from time to time be granted hereunder; 
  
 (iii) to determine when. her and to what extent Options and Stock Purchase Rights or any combination thereof, are granted hereunder;

  
 (iv) to determine the number of shares of
Common Stock to be covered by each such award granted hereunder; 
  
 (v) to approve forms of agreement for use under the Plan; 
  
 (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any award granted hereunder (including, but
not limited to, the share price and any restriction or limitation, or any waiver of forfeiture restrictions regarding any Option or other award and/or the shares of Common Stock relating thereto, based in each case on such factors as the
Administrator shall determine, in its sole discretion); 
  
 (vii) to determine whether and under what circumstances an Option may be settled in cash under subsection 9(f) instead of Common Stock; 
  
 (viii) to determine whether, to what extent and under what circumstances Common Stock and other amounts
payable with respect to an award under this Plan shall be deferred either automatically or at the election of the participant (including providing for and determining the amount, if any, of any deemed earnings on any deferred amount during any
deferral period); 
  
 (ix) to reduce the exercise
price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; and 
  

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 (x) to determine the terms and restrictions applicable to Stock Purchase Rights and the
Restricted Stock purchased by exercising such Stock Purchase Rights. 
  
 (c) Effect of Committee’s Decision. Ail decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees and any other holders of any Options. 
  
 5. Eligibility. 
  
 (a) Nonstatutory Stock Options and Stock Purchase Rights may
be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Employee or Consultant who has been granted an Option or Stock Purchase Right may, if he is otherwise eligible, be granted an additional Option or
Options or Stock Purchase Right. 
  
 (b) Each
Option shall be designated in the written option agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate Fair Market Value of the Shares with respect
to which Options designated as Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess Options shall be treated as
Nonstatutory Stock Options. 
  
 (c) For purposes
of Section 5(b), Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be deter-mined as of the time the Option with respect to such Shares is granted. 

 
 (d) The Plan shall not confer upon any Optionee any right
with respect to continuation of employment or consulting relationship with the Company, nor shall it interfere in any way with his right or the Company’s right to terminate his employment or consulting relationship at any time, with or without
cause. 
  
 6. Term of Plan. The Plan shall become effective upon
the earlier to occur of its adoption by the Board of Directors or its approval by the shareholders of the Company as described in Section 19 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section
15 of the Plan. 
  
 7. Term of Option. The term of each Option
shall be the term stated in the Option Agreement; provided, however, that in the case of an Incentive Stock Option, the term shall be no more than ten (10) years from the date of grant thereof or such shorter term as may be provided in the Option
Agreement. However, in the case of an Option granted to an Optionee who, at the time the Option is granted, owns stock representing more than ten percent (10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary,
the term of the Option shall be five (5) years from the date of grant thereof or such shorter term as may be provided in the Option Agreement. 
  

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 8. Option Exercise Price and Consideration. 
  
 (a) The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be such price as is determined by the Board, but shall be subject to the following: 
  
 (i) In the case of an Incentive Stock Option 
  
 (1) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent
(10%) of the voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant. 
  
 (2) granted to any Employee, the per Share exercise price
shall be no less than 100% of the Fair Market Value per Share on the date of grant. 
  
 (ii) In the case of a Nonstatutory Stock Option 
  

(1) granted to a person who, at the time of the grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of the grant. 
  
 (2) granted to any person, the per Share exercise price
shall be no less than 85% of the Fair Market Value per Share on the date of grant. 
  
 (b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be
determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares acquired
upon exercise of an Option either have been owned by the Optionee for more than six months on the date of surrender or were not acquired, directly or indirectly, from the Company, 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,.(5) authorization from the Company to retain from the total number of Shares as to which the Option is exercised that number of Shares having a Fair Market Value
on the date of exercise equal to the exercise price for the total number of Shares as to which the Option is exercised, (6) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the
Company the amount of sale or loan proceeds required to pay the exercise price, (7) by delivering an irrevocable subscription agreement for the Shares which irrevocably obligates the option holder to take and pay for the Shares not more than twelve
months after the date of delivery of the subscription agreement; (8) any combination of the foregoing methods of payment, (9) or such other consideration and method of payment for the issuance of Shares to the extent permitted under Applicable Laws.
In making its determination as to the type of consideration to accept, the Board shall consider if acceptance of such consideration may be reasonably expected to benefit the Company (Section 409 of the California Corporation law). 
  

 6. 








 9. Exercise of Option. 
  
 (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at
such times and under such conditions as determined by the Board, including performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. 
  
 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 entitled to exercise the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full
payment may, as authorized by the Board, consist of any consideration and method of payment allowable under Section 8(b) of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a shareholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option.
The Company shall issue (or cause to be issued) such stock certificate promptly upon exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued,
except as provided in Section 11 of the Plan. 
  
 Exercise of an
Option in any manner shall result in a decrease in the number of Shares which thereafter may be avail-able, 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 Employment. In the event of termination
of an Optionee’s consulting relationship or Continuous Status as an Employee with the Company (as the Call may be), such Optionee may, but only within ninety (90) days (or such other period of time as is determined by the Board, with such
determination in the case of an Incentive Stock Option being made at the time of grant of the Option and not exceeding ninety (90) days) after the date of such termination (but in no event later than the expiration date of the term of such Option as
set forth in the Option Agreement), exercise his Option to the extent that Optionee was entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of such termination, or
if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. 
  
 (c) Disability of Optionee. Notwithstanding the provisions of Section 9(b) above, in the event of termination of an Optionee’s
Consulting relationship or Continuous Status as an Employee as a result of his total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within twelve (12) months from the date of such termination (but in no
event later than the expiration date of the term of such Option as set forth in the Option Agreement), exercise the Option to the extent otherwise entitled to exercise it at the date of such termination. To the extent that Optionee was not entitled
to exercise the Option at the date of termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. 
  
 (d) Death of Optionee. In the event of the death of an Optionee, the Option may be exercised, at any time
within twelve (12) months following the date of death (but in no 

  

 7. 








 
event later than the expiration date of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only to the extent the Optionee was entitled to exercise the Option at the date of death. To t-he extent that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option to the extent so entitled within the time specified herein, the Option shall terminate. 
  
 (e) Rule 16b-3. Options granted to persons subject to Section 16(b) of the Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions. 
  
 (f) Buyout Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares,
an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. 
  
 10. 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 of the Optionee, only by the Optionee. 
  

11. Stock Purchase Rights. 
  
 (a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. After the Administrator determines that it will offer Stock Purchase Rights under the Plan, it shall advise the offeree in writing of the terms, conditions and restrictions related to the offer,
including the number of Shares that such person shall be entitled to purchase, the price to be paid (which price shall not be less than 50% of the Fair Market Value of the Shares as of the date of the offer), and the time within which such person
must accept such offer, which shall in no event exceed thirty (30) days from the date upon which the Administrator made the determination to grant the Stock Purchase Right. The offer shall be accepted by execution of a Restricted Stock purchase
agreement in the form determined by the Administrator. Shares purchased pursuant to the grant of a Stock Purchase Right shall be referred to herein as “Restricted Stock.” 
  
 (b) Repurchase Option. Unless the Administrator deter-mines otherwise, the Restricted Stock purchase
agreement shall grant the Company a repurchase option exercisable upon the voluntary or involuntary termination of the purchaser’s employment with the Company for any reason (including death or Disability). The purchase price for Shares
repurchased pursuant to the Restricted Stock purchase agreement shall be the original price paid by the purchaser or such other price as may be set forth in the Purchase Agreement and may be paid by cancellation of any indebtedness of the purchaser
to the Company. The repurchase option shall lapse at such rate as the Committee may determine. 
  

 8. 








 (c) Other Provisions. The Restricted Stock purchase agreement shall contain such other
terms, provisions and conditions not inconsistent with the Plan as may be determined by the Administrator in its sole discretion. In addition, the provisions of Restricted Stock purchase agreements need not be the same with respect to each
purchaser. 
  
 (d) Rights as a Shareholder. Once
the Stock Purchase Right is exercised, the purchaser shall have the rights equivalent to those of a shareholder, and shall be a shareholder when his or her purchase is entered upon the records of the duly authorized transfer agent of the Company. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the Stock Purchase Right is exercised, except as provided in Section 13 of the Plan. 
  
 12. Adjustments Upon Changes in Capitalization or Merger. Subject to any required action by the shareholders of the Company,
the number of shares of Common Stock covered by each outstanding option, and the number of shares of Common Stock 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 share of Common Stock covered by each such outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common
Stock resulting from 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 of Common Stock 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.” Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, 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 of Common Stock subject to an Option. 
  
 In the event of the proposed dissolution or liquidation of the Company, the Board shall notify the Optionee at least fifteen (15) days prior to such
proposed action. To the extent it has not been previously exercised, the Option will terminate immediately prior to the consummation of such proposed action. In the event of a merger of the Company with or into another corporation, the Option shall
be assumed or an equivalent option shall be substituted by such successor corporation or a parent or subsidiary of such successor corporation. With respect to any Option granted prior to January 4, 1992, in the event that such successor corporation
does not agree to assume such Option or to substitute an equivalent option, the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise such Option as to all of the Optioned Stock, including
Shares as to which such Option would not otherwise be exercisable. If the Board makes an Option fully exercisable in lieu of assumption or substitution in the event of a merger, the Board shall notify the Optionee that the Option shall be fully
exercisable for a period of fifteen (15) days from the date of such notice, and the Option will terminate upon the expiration of such period. 
  
 13. Time of Granting Options. The date of grant of an Option shall, for all-purposes, be the date on which the Administrator makes the determination
granting such Option, 

  

 9. 








 
or such other date as is determined by the Board. Notice of the determination shall be given to each Employee or Consultant to whom an Option is so granted
within a reasonable time after the date of such grant. 
  
 14.
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 under any grant theretofore
made, without his or her consent. In addition, to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act or with Section 422 of the Code (or any other applicable law or regulation, including the requirements of the NASD
or an established stock exchange), the Company shall obtain shareholder approval of any Plan amendment in such a manner and to such a degree as required. 
  
 (b) Effect of Amendment or Termination. Any such amendment or termination of the Plan 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, unless mutually agreed otherwise between the Optionee and the Board, which agreement must be in writing and signed by the Optionee and the Company.

  
 15. Conditions Upon Issuance of Shares. Shares shall not be
issued pursuant to the exercise of an Option unless the exercise of such Option and the 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, 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 such exercise 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 aforementioned relevant provisions of law. 
  
 16. Reservation of Shares. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan. 
  
 The
inability of the Company to obtain authority from any regulatory body having Jurisdiction, which authority is deemed 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 authority shall not have been obtained. 
  
 17. Agreement. Options and Stock Purchase Rights shall be evidenced by written agreements in such form as the Board shall approve from time to time.

  

 10. 








 18. Shareholder Approval. Continuance of the Plan shall be subject to approval by the shareholders of the
Company within twelve (12) months before or after the date the Plan is adopted. Such shareholder approval shall be obtained in the degree and manner required under applicable state and federal law. 
  
 19. Information to Optionees. The Company shall provide to each optionee,
during the period for which such Optionee has one or more Options outstanding, copies of all annual reports and other information which are provided to all shareholders of the Company. The Company shall not be required to provide such information if
the issuance of Options under the Plan is limited to key employees whose duties in connection with the Company assure their access to equivalent information. 
  

 11. 








 TULARIK INC. 
  
 NOTICE OF STOCK OPTION GRANT 
  
 [Optionee’s Name and Address] 
  
 You have been granted an option to purchase Common Stock of Tularik Inc. (the “Company”) as follows: 
  

					
	 Grant Number
	  	 	  	__________________________
			
	 Date of Grant
	  	 	  	__________________________
			
	 Option Price Per Share $
	  	 	  	__________________________
			
	 Total Number of Shares Granted
	  	 	  	__________________________
			
	 Total Price of Shares Granted
	  	 	  	__________________________
			
	 Type of Option:
	  	____________	  	Incentive Stock option
			
	 	  	____________	  	Nonstatutory Stock Option
		
	 Term/Expiration Date:
	  	__________________________________________
		
	 Exercise Schedule:
	  	 

  
 This Option may be
exercised, in whole or in part, in accordance with the Vesting Schedule set out below. 
  
 * Vesting Schedule: 
  

			
	 Date of Vesting

	  	 Number of Shares



  
 Termination Period:

  
 Option may be exercised for days after termination of
employment or consulting relationship except as set out in Sections ? and 8 of the Stock Option Agreement (but in no event later than the Expiration Date). 


	*	Note that for California permit plane, vesting must occur at a rate of no less than 20% per year. 

  

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 By your signature and the signature of the Company’s representative below, you and the Company agree
that this option is granted under and governed by the terms and conditions of the 1991 Stock Plan and the [Incentive/Nonstatutory] Stock Option Agreement, all of which are attached and made a part of this document. 
  

							
	 OPTIONEE:
	 	 	 	 TULARIK INC.

				
	 	 	 	 	By:	 	 
	 Signature
	 	 	 	 	 	 
				
	 	 	 	 	 Title:
	 	 
	 Print Name
	 	 	 	 	 	 

  

 2. 








 TULARIK INC. 
  
 STOCK OPTION AGREEMENT 
  
 1. Grant of Option. Tularik Inc., a California corporation (the “Company”), hereby grants to the Optionee named in the Notice of Grant (the
“Optionee”), an option (the “Option”) to purchase a total number of shares of Common Stock (the “Shares”) set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the
“Exercise Price”) subject to the terms, definitions and provisions of the 1991 Stock Plan (the “Plan”) adopted by the Company, which is incorporated herein by reference. Unless otherwise defined herein, the terms defined in the
Plan shall have the same defined meanings in this Option. 
  
 If
designated an Incentive Stock Option, this Option is intended to qualify as an Incentive Stock Option as defined in Section 422 of the Code. 
  
 2. Exercise of Option. This Option shall be exercisable during its term in accordance with the Exercise Schedule set out in the Notice of Grant and with
the provisions of Section 9 of the Plan as follows: 
  
 (a) Right to Exercise. 
  
 (i) This
Option may not be exercised for a fraction of a share. 
  
 (ii) In the event of Optionee’s death, disability or other termination of employment, the exercisability of the Option is governed by Sections 6, 7 and 8 below, subject to the limitation contained in subsection 2(i)(c). 
  
 (iii) In no event may this Option be exercised after the
date of expiration of the term of this Option as set forth in the Notice of Grant. 
  
 (b) Method of Exercise. This Option shall be exercisable by written notice (in the form attached as Exhibit A) which shall state the
election to exercise the Option, the number of Shares in respect of which the Option is being exercised, and such other representations and agreements as to the holder’s investment intent with respect to such shares of Common Stock as may be
required by the Company pursuant to the provisions of the Plan. Such written notice 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. This Option shall be deemed to be exercised upon receipt by the Company of such written notice accompanied by the Exercise Price. 
  

No Shares will be issued pursuant to the exercise of an Option unless such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange upon which the Shares may then be listed. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares. 
  
 3. Optionee’s Representations. In
the event the Shares purchasable pursuant to the exercise of this Option have not been registered under the Securities Act of 1933, as amended, at 

  

 1. 








 
the time this Option is exercised, Optionee shall, if required by the Company, concurrently with the exercise of all or any portion of this Option, deliver
to the Company his Investment Representation Statement in the form attached hereto as Exhibit B, and shall read the applicable rules of the Commissioner of Corporations attached to such Investment Representation Statement. 
  
 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 Administrator: 
  
 (a) cash; or 
  
 (b) check; or 
  
 (c) surrender of other
shares of Common Stock of the Company which (A) either have been owned by the Optionee for more than six (6) months on the date of surrender or were not acquired, directly or indirectly, from the Company and (B) have a fair market value on the date
of surrender equal to the Exercise Price of the Shares as to which the Option is being exercised; or 
  
 (d) delivery of a promissory note (the “Note”) of Optionee in the amount of the Exercise Price together with the execution and
delivery by the Optionee of the Security Agreement attached hereto as Exhibit C. The Note shall be in the form attached hereto as Exhibit D, shall contain the terms and be payable as set forth herein, shall bear interest at a rate no less than the
“applicable federal rate” prescribed under the Code and its regulations at time of purchase, and shall be secured by a pledge of the Shares purchased by the Note pursuant to the Security Agreement. 
  
 5. Restrictions on Exercise. This Option may not be exercised until such time
as the Plan has been approved by the share-holders of the Company, or if the issuance of such Shares upon such exercise or the method of payment of consideration for such shares would constitute a violation of any applicable federal or state
securities or other law or regulation, including any rule under Part 207 of Title 11 of the Code of Federal Regulations (“Regulation”) as promulgated by the Federal Reserve Board. 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. Termination of Relationship. In the event of termination of Optionee’s consulting relationship or Continuous Status as an Employee, Optionee may,
to the extent otherwise so entitled at the date of such termination (the “Termination Date”), exercise this Option during the Termination Period set out in the Notice of Grant. To the extent that Optionee was not entitled to exercise this
Option at the date of such termination, or if Optionee does not exercise this Option within the time specified herein, the Option shall terminate. 
  
 7. Disability of Optionee. Notwithstanding the provisions of Section 6 above, in the event of termination of Optionee’s Continuous Status as an
Employee as a result of total and permanent disability (as defined in Section 22(e)(3) of the Code), Optionee may, but only within twelve (12) months from the date of termination of employment (but in no event later than the date of expiration of
the term of this Option as set forth in Section 10 below), exercise the Option 

  

 2. 








 
to the extent otherwise so entitled at the date of such termination. To the extent that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option (to the extent otherwise so entitled) within the time specified herein, the Option shall terminate. 
  
 8. Death of Optionee. In the event of the death of Optionee, the Option may be exercised at any time within twelve (12) months following the date of death
(but in no event later than the date of expiration of the term of this Option as set forth in Section 10 below), by Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent
the Optionee could exercise the Option at the date of death. 
  
 9. Non-Transferability of Option. This Option may not be transferred in any manner otherwise than by will or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only by him. The terms of this Option
shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
  
 10. Term of Option. This Option may be exercised only within the term set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option. The limitations set out in Section 7 of the Plan regarding Options designated as Incentive Stock Options and Options granted to more than ten percent (10%) shareholders shall apply to this
Option. 
  
 11. Tax Consequences. Set forth below is a brief
summary as of the date of this Option of some of the federal and [state] tax consequences of exercise of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES. 
  
 (a) Exercise of ISO. If this Option qualifies as an ISO, there will be no regular federal income tax liability or California income tax
liability upon he exercise of the Option, although the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes
and may subject the Optionee to the alternative minimum tax in the year of exercise. 
  
 (b) Exercise of Nonqualified Stock Option. If this Option does not qualify as an ISO, there may be a regular federal income tax liability
and a state income tax liability upon the exercise of the Option. The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the fair market value of the Shares on the
date of exercise over the Exercise Price. If Optionee is an employee, the Company will be required to withhold from Optionee’s compensation or collect from Optionee and pay to the applicable taxing authorities an amount equal to a percentage of
this compensation income at the time of exercise. 
  
 (c) Disposition of Shares. In the case of an NSO, if Shares are held for at least one year, any gain realized on disposition of the Shares will be treated as long-term capital 

  

 3. 








 
gain for federal and California income tax purposes. In the case of an ISO, if Shares transferred pursuant to the Option are held for at least one year after
exercise and are disposed of at least two years after the Date of Grant, any gain realized on disposition of the Shares will also be treated as long-term capital gain for federal and California income tax purposes. If Shares purchased under an ISO
are disposed of within such one-year period or within two years after the Data of Grant, any gain realized on such disposition will be treated as compensation income (taxable at ordinary income rates) to the extent of the excess, if any, of the fair
market value of the Shares on the date of exercise over the Exercise Price. 
  
 (d) Notice of Disqualifying Disposition of ISO Shares. If the Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (1) the date two years after the Date of Grant, or (2) the date one year after transfer of such Shares to the Optionee upon exercise of the ISO, the Optionee shall immediately notify the Company in writing of such disposition. Optionee
agrees that Optionee may be subject to income tax with-holding by the Company on the compensation income recognized by the Optionee from the early disposition. 
  

			
	Tularik Inc.,
	 a California corporation

		
	By:	 	 
	 	 	 President



  
 OPTIONEE
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY’S STOCK OPTION PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF
EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPANY’S RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE. 
  
 Optionee acknowledges receipt of a copy of the Plan and certain information
related thereto and represents that he is familiar with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option and fully understands all provisions of the Option. Option. es hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan. 
  

							
				
	Dated:	 	 	 	 Optionee:
	 	 

  

 4. 








 AMENDMENT TO THE 
  
 TULARIK INC. 1991 STOCK
PLAN 
  
 WHEREAS, pursuant to Section 14
of the Tularik Inc. 1991 Stock Plan (the “Plan”), the Board has the power to amend the Plan with respect to options outstanding under the Plan, in whole or in part, at any time and from time to time; 
  
 NOW THEREFORE, the Plan is amended effective immediately prior to the
effective time of the Merger, as follows: 
  

	 	1.	Section 2(f), Definition of “Company,” hereby is amended in its entirety to read as follows: 

  
 (f)    “Company” means Tularik Inc., a
Delaware corporation, or any successor or surviving corporation (or parent or subsidiary of such successor or surviving corporation) that assumes the Plan. 
  

	 	2.	Section 9(b), Termination of Employment, hereby is amended to add the following as the final sentence at the end thereof: 

  
 Notwithstanding the foregoing or anything in the Plan or award agreement to the contrary but
subject to Section 14, the Board, in its sole discretion, may provide, by Board action or otherwise, an Optionee with the right to continue to vest in an Option for a certain period of time following the date the Optionee’s consulting
relationship or Continuous Status as an Employee terminates (“Continued Vesting Period”), as determined by the Board, and to exercise such Option during such Continued Vesting Period and for a certain period of time following such
Continued Vesting Period, as determined by the Board; provided, however, that no Option may be exercised after the expiration of the term of the Option as set forth in the Option agreement.