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                                                                   EXHIBIT 10.16

                       ADVANCIS PHARMACEUTICAL CORPORATION

                               STOCK OPTION NOTICE

PARTICIPANT:               NAME
                           -----------------------------------------------------

GRANT DATE:                DATE
                           -----------------------------------------------------

NUMBER OF OPTIONS:         NUMBER
                           -----------------------------------------------------

EXERCISE PRICE:            PRICE
                           -----------------------------------------------------

OPTION TYPE:               Nonqualified Stock Options (Early Exercise)
                           -----------------------------------------------------

EXPIRATION DATE:           EXP DATE
                           -----------------------------------------------------

VESTING SCHEDULE:          25% of the Options, and the underlying Option Shares,
                           will vest on each of the first four anniversaries of
                           VEST DATE. Additional vesting rules are set forth in
                           the Stock Option Agreement.

         This Stock Option Notice is provided by Advancis Pharmaceutical
Corporation, f/k/a Advanced Pharma, Inc., a Delaware corporation (the
"COMPANY"), to notify the Participant of the stock options granted to the
Participant by the Company on the Grant Date (the "OPTIONS"). The Participant
and the Company agree that the Options were granted under and are governed by
the terms and conditions of the Advancis Pharmaceutical Corporation 2000 Stock
Incentive Plan (the "PLAN") and the Stock Option Agreement (Form 2A) (the "STOCK
OPTION AGREEMENT"). The Plan and the Stock Option Agreement are made a part of
this Stock Option Notice. The Options are effective as of the Grant Date and
will expire at 5:00 p.m. Eastern Time on the Expiration Date as specified above.
Each Option entitles the Participant to purchase from the Company, at the
Exercise Price per share provided above, one share of Common Stock of the
Company.

         The Company caused this Stock Option Notice to be signed below by its
authorized officer.

ADVANCIS PHARMACEUTICAL CORPORATION

By: __________________________________________          Date: __________________
    Edward M. Rudnic, Ph.D.
    President & Chief Executive Officer

         The Participant acknowledges that the Participant has read and does
agree to be bound by the terms of this Stock Option Notice, the Plan and the
Stock Option Agreement.


_____________________________________________           Date: __________________
NAME

Enclosures: Advancis Pharmaceutical Corporation 2000 Stock Incentive Plan and
            Stock Option Agreement (Form 2A)

Please sign this Stock Option Notice and return it to the designated officer or
representative of the Company. The Company will provide you a copy of the
executed Stock Option Notice for your records.

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                       ADVANCIS PHARMACEUTICAL CORPORATION

                        STOCK OPTION AGREEMENT (FORM 2A)

         1.       In General. This Stock Option Agreement contains the terms of
the Options granted to the Participant specified on the Stock Option Notice that
incorporates this Stock Option Agreement by reference (the "STOCK OPTION
NOTICE") (the Stock Option Notice and this Stock Option Agreement are
collectively referred to in this document as the "AGREEMENT"). The Options were
granted by Advancis Pharmaceutical Corporation, f/k/a Advanced Pharma, Inc., a
Delaware corporation (the "COMPANY"), pursuant to the Advancis Pharmaceutical
Corporation 2000 Stock Incentive Plan (the "PLAN"), and are conditioned upon the
Participant's agreement to the terms described below. All of the provisions of
the Plan are expressly incorporated into this Agreement.

         2.       Terminology. All capitalized words that are not defined in
this Agreement have the meanings ascribed to them in the Plan. For purposes of
this Agreement, the terms below have the following meanings:

                  (a)      "CHANGE IN CONTROL" means: (i) the sale of all or
substantially all of the assets of the Company, (ii) the sale of more than 75%
of the outstanding capital stock of the Company in a non-public sale, (iii) the
dissolution or liquidation of the Company, or (iv) any merger, share exchange,
consolidation or other reorganization or business combination of the Company if
immediately after such transaction either (A) persons who were directors of the
Company immediately prior to such transaction do not constitute at least a
majority of the directors of the surviving entity, or (B) persons who hold a
majority of the voting capital stock of the surviving entity are not persons who
held a majority of the voting capital stock of the Company immediately prior to
such transaction; provided, however, that the term "Change in Control" shall not
include (x) a public offering of capital stock of the Company that is effected
pursuant to a registration statement filed with, and declared effective by, the
Securities and Exchange Commission under the Securities Act of 1933, or (y) any
transaction pursuant to which shares of capital stock of the Company are
transferred or issued to any trust, charitable organization, foundation, family
partnership or other entity controlled directly or indirectly by, or established
for the benefit of, any of the current or former executive officers of the
Company or their immediate family members (including spouses, children,
grandchildren, parents, and siblings, in each case to include adoptive
relations), or transferred to any such immediate family members.

                  (b)      "COMPANY" includes Advancis Pharmaceutical
Corporation and its Affiliates, except where the context otherwise requires.

                  (c)      "GOOD REASON" has the meaning ascribed to such term
or words of similar import in the Participant's written employment or service
contract with the Company and, in the absence of such agreement or definition,
means any substantial diminution in the Participant's duties and
responsibilities (other than a change due to the Participant's Total and
Permanent Disability or as an accommodation under the Americans With
Disabilities Act) that occurs coincident with or following a Change in Control,
if not cured and corrected by the Company or its successor within 10 business
days after written notice thereof by the Participant to the Company or its
successor; provided, however, that no diminution of duties or responsibilities
shall be deemed to occur solely because the Company becomes a subsidiary of
another corporation or entity or because there has been a change in the
reporting hierarchy incident thereto involving the Participant.

                  (d)      "MISCONDUCT" has the meaning ascribed to such term or
words of similar import in the Participant's written employment or service
contract with the Company and, in the absence of such agreement or definition,
means the Participant's (i) conviction of, or plea of nolo contendere to, a
felony or crime involving moral turpitude; (ii) fraud on or misappropriation of
any funds or property of the

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Company; (iii) personal dishonesty, incompetence, willful misconduct, willful
violation of any law, rule or regulation (other than minor traffic violations or
similar offenses), or breach of fiduciary duty which involves personal profit;
(iv) willful misconduct in connection with the Participant's duties or willful
failure to perform the Participant's responsibilities in the best interests of
the Company; (v) chronic use of alcohol, drugs or other similar substances which
affects the Participant's work performance; or (vi) breach of any provision of
any employment, non-disclosure, non-competition, non-solicitation or other
similar agreement executed by the Participant for the benefit of the Company,
including without limitation this Agreement, all as determined by the
Administrator, which determination will be conclusive.

                  (e)      "OPTION SHARES" mean the shares of Common Stock
underlying the Options. Option Shares may be either "Vested Option Shares" or
"Unvested Option Shares" depending on their vested status.

                  (f)      "TOTAL AND PERMANENT DISABILITY" means the inability
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than twelve months. The Administrator may require such proof of Total
and Permanent Disability as the Administrator in its sole discretion deems
appropriate and the Administrator's good faith determination as to whether the
Participant is totally and permanently disabled will be final and binding on all
parties concerned.

         3.       Vesting.

                  (a)      Vesting Schedule. The Options, and the underlying
Option Shares, vest in accordance with the vesting schedule set forth on the
Stock Option Notice (the "VESTING SCHEDULE"), so long as the Participant is in
the continuous employ of, or in a service relationship with, the Company from
the Grant Date through the applicable date upon which vesting is scheduled to
occur. The extent to which the Options or Option Shares are vested as of a
particular vesting date specified in the Vesting Schedule is rounded down to the
nearest whole share. However, vesting is rounded up to the nearest whole share
with respect to the last vesting date reflected on the Vesting Schedule. No
vesting will accrue to any Options after the Participant ceases to be in either
an employment or other service relationship with the Company. In determining the
vested status of the Options and Option Shares in circumstances where some but
not all of the Options have been exercised, vesting under the Vesting Schedule
is attributed first to Option Shares that have been purchased, in the order in
which they were purchased, and second to Option Shares underlying unexercised
Options.

                  (b)      Vesting upon Termination after Change in Control.
Unless the Options have earlier terminated, the unvested Options become fully
vested upon termination of the Participant's employment or other service
relationship with the Company either by (i) the Company or its successor (other
than a termination for Misconduct) coincident with or within one year following
a Change in Control, or (ii) the Participant for Good Reason coincident with or
within one year following a Change in Control.

                  (c)      Vesting upon Death or Diability. Unless the Options
have earlier terminated, the unvested Options become fully vested upon
termination of the Participant's employment or other service relationship with
the Company as a result of the Participant's Total and Permanent Disability or
death.

                                     - 3 -
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         4.       Exercise of Options.

                  (a)      Right to Exercise. The Participant may exercise the
Options, regardless of their vested status, at any time on or before the
Expiration Date or the earlier termination of the Options, unless otherwise
provided in this Agreement. Section 5 below describes certain limitations on
exercise of the Options that apply in the event of the Participant's death,
Total and Permanent Disability, or termination of employment or other service
relationship with the Company. The Options may be exercised only in multiples of
whole shares and may not be exercised at any one time as to fewer than 100
shares (or such lesser number of shares as to which the Options are then
exercisable). No fractional shares will be issued under the Options.

                  (b)      Exercise Procedure. In order to exercise the Options,
the following items must be delivered to the Secretary of the Company before the
expiration or termination of the Options: (i) an exercise notice, in such form
as the Administrator may require from time to time, specifying the number of
Option Shares to be purchased, (ii) full payment of the Exercise Price for such
Option Shares or properly executed, irrevocable instructions, in such form as
the Administrator may require from time to time, to effectuate a broker-assisted
cashless exercise, each in accordance with Section 4(c) of this Agreement, and
(iii) an executed copy of any other agreements requested by the Administrator
pursuant to Section 4(d) of this Agreement. An exercise will not be effective
until all of the foregoing items are received by the Secretary of the Company. A
form exercise notice currently in effect is attached as Exhibit A.

                  (c)      Method of Payment. Payment of the Exercise Price may
be made by delivery of cash, certified or cashier's check, money order or other
cash equivalent acceptable to the Administrator in its discretion, a
broker-assisted cashless exercise in accordance with Regulation T of the Board
of Governors of the Federal Reserve System through a brokerage firm approved by
the Administrator (provided, however, that such cashless exercise does not
result in the sale or other disposition or pledge of any Unvested Option
Shares), or a combination of the foregoing. In addition, payment of the Exercise
Price may be made by any of the following methods, or a combination thereof, as
determined by the Administrator in its discretion at the time of exercise:

                           (i)      by tender (via actual delivery or
         attestation) to the Company of other shares of Common Stock of the
         Company which have a Fair Market Value on the date of tender equal to
         the Exercise Price, provided that such shares have been owned by the
         Participant for a period of at least six months free of any substantial
         risk of forfeiture or were purchased on the open market without
         assistance, direct or indirect, from the Company;

                           (ii)     by withholding of Vested Option Shares
         otherwise issuable pursuant to the exercise which have a Fair Market
         Value on the date of exercise equal to the Exercise Price;

                           (iii)    by delivery of the Participant's full
         recourse promissory note payable to the Company in a form approved by
         the Administrator; or

                           (iv)     by any other method approved by the
         Administrator.

                  (d)      Agreement by Participant to Execute Additional
Agreements. The Participant hereby agrees to execute, as a condition precedent
to the exercise of the Options and at any time thereafter as may reasonably be
requested by the Administrator, a Stock Restriction Agreement, substantially in
the form, and containing the terms and provisions, of the Stock Restriction
Agreement attached hereto as Exhibit B, with respect to any Option Shares
acquired by the Participant pursuant to this Agreement; provided, however, that
execution of the Stock Restriction Agreement will not be required upon any
exercise of the Options that occurs after the closing of the first public
offering of capital stock of the

                                     - 4 -

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Company that is effected pursuant to a registration statement filed with, and
declared effective by, the Securities and Exchange Commission under the
Securities Act of 1933 or, if later, the expiration of any market stand-off
agreement that applies to other shareholders of the Company respecting such
public offering of capital stock. The Administrator may require, as a condition
precedent to the exercise of the Options, that any Permitted Transferee of the
Participant, as defined in Section 8 below, become a party to such Stock
Restriction Agreement.

                  (e)      Issuance of Shares upon Exercise. Upon exercise of
the Options in accordance with the terms of this Agreement, the Company will
issue to the Participant, the brokerage firm specified in the Participant's
delivery instructions pursuant to a broker-assisted cashless exercise, or such
other person exercising the Options, as the case may be, the number of shares of
Common Stock so paid for, in the form of fully paid and nonassessable stock. To
the extent that the Options are vested at the time of exercise, the Company will
deliver stock certificates for the Vested Option Shares as soon as practicable
after exercise, which certificates will, unless such Vested Option Shares are
registered or an exemption from registration is available under applicable
federal and state law, bear a legend restricting transferability of such shares
and referencing any applicable stockholders agreement or Stock Restriction
Agreement.

                  To the extent that the Options are unvested at the time of
exercise, the Company will retain physical possession of the stock certificates
for the Unvested Option Shares, or, in its discretion, will evidence such
Unvested Option Shares by book entry only, until the shares covered by the stock
certificates become vested. While holding the stock certificates, the Company
may place a legend on the stock certificates restricting the transferability of
such certificates and referring to this Agreement and any other terms and
conditions applicable to the shares represented by the stock certificates. Upon
the Company's request, the shareholder of the Unvested Option Shares must
deliver to the Company a stock power, endorsed in blank, with respect to the
Unvested Option Shares to be held by the Company during the period before the
Option Shares vest.

         5.       Termination of Employment or Service.

                  (a)      Exercise Period Following Termination of Service, In
General. If the Participant ceases to be employed by, or in a service
relationship with, the Company for any reason other than death, Total and
Permanent Disability, or discharge for Misconduct, (i) the unvested Options,
after giving effect to the provisions of Section 3 of this Agreement, terminate
immediately upon such cessation, and (ii) the vested Options remain exercisable
during the 180-day period following such cessation (90-day period if the Stock
Option Notice provides that the Option Type is "Incentive Stock Option"), but in
no event after the Expiration Date. Unless sooner terminated, the vested Options
terminate upon the expiration of such period.

                  (b)      Disability of Participant. Notwithstanding the
provisions of Section 5(a) above, if the Participant ceases to be employed by,
or in a service relationship with, the Company as a result of the Participant's
Total and Permanent Disability, (i) the unvested Options, after giving effect to
the provisions of Section 3 of this Agreement, terminate immediately upon such
cessation, and (ii) the vested Options remain exercisable during the one-year
period following such cessation, but in no event after the Expiration Date.
Unless sooner terminated, the vested Options terminate upon the expiration of
such one-year period.

                  (c)      Death of Participant. If the Participant dies prior
to the expiration or other termination of the Options, (i) the unvested Options,
after giving effect to the provisions of Section 3 of this Agreement, terminate
immediately upon the Participant's death, and (ii) the vested Options remain

                                     - 5 -

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exercisable during the one-year period following the Participant's death, but in
no event after the Expiration Date, by the Participant's executor, personal
representative, or the person(s) to whom the Options are transferred by will or
the laws of descent and distribution. Unless sooner terminated, the vested
Options terminate upon the expiration of such one-year period.

                  (d)      Misconduct. Notwithstanding anything to the contrary
in this Agreement, the Options terminate in their entirety, regardless of
whether the Options are vested, immediately upon the Participant's discharge of
employment or other service relationship for Misconduct or upon the
Participant's commission of Misconduct during any period following the cessation
of employment or other service relationship during which the Options otherwise
would be exercisable.

                  (e)      Change in Status. If the Participant's relationship
with the Company ceases to be a "common law employee" relationship but the
Participant continues to provide bona fide services to the Company following
such cessation in a different capacity, including without limitation as a
director, consultant or independent contractor, then a termination of employment
or other service relationship shall not be deemed to have occurred for purposes
of this Section 5 upon such change in relationship. If the Options are intended
to be incentive stock options within the meaning of Code section 422 as provided
in the Stock Option Notice, the Options will not qualify as such with respect to
any exercise that occurs more than 90 days after such cessation of the common
law employee relationship (except as otherwise permitted under Code section 421
or 422).

         6.       Repurchase Right.

                  (a)      In General. Upon termination of the Participant's
employment or other service relationship with the Company for any reason, the
Company will have the right to purchase (the "REPURCHASE RIGHT"), and the
Participant will have the obligation to sell to the Company upon request any or
all of the Unvested Option Shares held by the Participant or a Permitted
Transferee within the meaning of Section 8 of this Agreement. The Company may
exercise this Repurchase Right at any time, and from time to time, following the
Participant's termination by giving written notice to the Participant stating
the number of Unvested Option Shares to be purchased. The purchase price of the
Unvested Option Shares will be the lesser of (i) the Fair Market Value of such
Unvested Option Shares at the time of repurchase by the Company, or (ii) the
Exercise Price per share that was paid by the Participant to buy the Unvested
Option Shares (adjusted to reflect adjustments made under Section 7(d) of the
Plan) multiplied by the number of Unvested Option Shares being purchased by the
Company. Settlement of the Repurchase Right will be made at the principal
executive offices of the Company within 30 days after delivery of the written
notice of the Company's exercise of the Repurchase Right to the Participant. In
the discretion of the Administrator, the purchase price will be made via cash, a
promissory note, or a combination of the two. Any such promissory note will
provide for substantially equal installments, payable at least annually, over a
period not to exceed five years and will accrue interest at the applicable
Federal mid-term rate in effect under Code section 1274(d) as of the settlement
date, compounded annually. Upon settlement, the Company shall become the legal
and beneficial owner of the Unvested Option Shares repurchased and all rights
and interests therein or relating thereto, and the Company shall have the right
to retain and transfer to its own name the number of Unvested Option Shares
repurchased by the Company.

                  (b)      Company's Right to Defer Payments. Notwithstanding
anything herein to the contrary, no payment shall be made under this Agreement,
or under any promissory note issued by the Company pursuant to this Agreement,
that would cause the Company to violate any banking agreement or loan or other
financial covenant or cause default of any senior indebtedness of the Company,
regardless of when such agreement, covenant or indebtedness was created,
incurred or assumed. Any payment under

                                     - 6 -

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this Agreement that would cause such violation or default shall be deferred
until, in the sole discretion of the Board of Directors of the Company, such
payment shall no longer cause any such violation or default. Any payment
deferred in consequence of the provisions of the preceding sentence shall bear
simple interest from the date such payment would otherwise have been made to the
date when such payment is actually made, at a rate which is equal to the prime
rate of interest published in the Wall Street Journal from time-to-time during
the period of such deferral, but in no event shall such rate of interest exceed
ten percent per annum. The Company shall pay interest at the same time as it
makes the payment to which such interest relates.

         7.       Lock-Up Agreement. The Participant agrees that following the
effective date of a registration statement of the Company filed under the
Securities Act of 1933, the Participant, for the duration specified by and to
the extent requested by the Company and an underwriter of Common Stock or other
securities of the Company, will not directly or indirectly sell, offer to sell,
contract to sell (including, without limitation, any short sale), grant any
option to purchase, or otherwise transfer or dispose of any Option Shares held
by the Participant at any time during such period except Option Shares included
in such registration; provided however, that (a) such agreement shall be
applicable only to the first such registration statement of the Company which
covers Common Stock (or other securities) to be sold on its behalf to the public
in an underwritten offering, and (b) all officers and directors of the Company
enter into similar agreements.

         8.       Transferability of Options. These Options are nontransferable
otherwise than (i) by will or the laws of descent and distribution or (ii) to
Permitted Transferees to the extent as set forth below. During the lifetime of
the Participant, the Options may be exercised only by the Participant, by such
Permitted Transferees or, during the period the Participant is under a legal
disability, by the Participant's guardian or legal representative. Except as
provided above, the Options may not be assigned, transferred, pledged,
hypothecated or disposed of in any way (whether by operation of law or
otherwise) and shall not be subject to execution, attachment or similar process.
The Options which are not intended to be Incentive Stock Options as defined in
Section 11 are transferable by the Participant by gift or domestic relations
order to: (i) his or her child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, or any persons sharing the grantee's household
(other than a tenant or employee of the grantee) ("FAMILY MEMBERS"), (ii) a
trust in which family members have more than 50% of the beneficial interest,
(iii) a foundation in which family members (or the grantee) control the
management of assets, or (iv) any other entity in which family members (or the
grantee) own more than 50% of the voting interests ("PERMITTED TRANSFEREE");
provided, however, that no such transfers are made for value. A transfer under a
domestic relations order in settlement of marital property rights and a transfer
to an entity in which more than 50% of the voting interests are owned by family
members (or the grantee) in exchange for an interest in that entity shall not be
treated as transfers for value. Each Permitted Transferee shall receive the
Options subject to the provisions of this Agreement, and, as a condition
precedent to any transfer permitted under this Section 8, the Permitted
Transferee must deliver to the Company a written instrument confirming that such
transferee is bound by all of the terms and conditions of this Agreement.

         9.       Transferability of Option Shares. Transferability of Vested
Option Shares is governed by the Stock Restriction Agreement required under
Section 4(d) of this Agreement and any other agreements that the Participant may
be required to enter into upon exercise of the Options. Unvested Option Shares
may not be sold, pledged, encumbered, borrowed against, or used to secure an
indebtedness. Unvested Option Shares may only be transferred, either during the
Participant's lifetime or on death by will or the laws of descent and
distribution, to one or more Permitted Transferee without consideration;
provided, however, that no transfers made pursuant to any divorce or separation
proceedings or settlements will be

                                     - 7 -

<PAGE>

permitted. Each Permitted Transferee shall receive and hold the Unvested Option
Shares subject to the provisions of this Agreement, and, as a condition
precedent to any transfer permitted under this Section 9, the Permitted
Transferee must deliver to the Company a written instrument confirming that such
transferee is bound by all of the terms and conditions of this Agreement and
that no subsequent transfers of such Unvested Option Shares will occur prior to
their becoming vested.

         10.      Take-Along Rights. If at any time any stockholder of the
Company, or group of stockholders, owning a majority or more of the voting
capital stock of the Company (hereinafter, the "TRANSFERRING STOCKHOLDERS")
proposes to enter into any transaction involving (a) a sale of more than 50% of
the outstanding voting capital stock of the Company in a non-public sale or (b)
any merger, share exchange, consolidation or other reorganization or business
combination of the Company immediately after which a majority of the directors
of the surviving entity is not comprised of persons who were directors of the
Company immediately prior to such transaction or after which persons who hold a
majority of the voting capital stock of the surviving entity are not persons who
held voting capital stock of the Company immediately prior to such transaction,
the Company may require the Participant to participate in such transaction by
giving the Participant written notice thereof at least 10 days in advance of the
date of the transaction or the date that tender is required, as the case may be
(hereinafter referred to as the "TAKE-ALONG DATE"). Notwithstanding anything
herein to the contrary and without the Participant's consent, if such notice is
provided to the Participant, then the outstanding Options, or a portion thereof,
as determined by the Company in its sole discretion and specified in the written
notice of the transaction, shall terminate effective as of the Take-Along Date
and shall be of no further force or effect thereafter, provided that in
consideration therefor the Participant receives from the Company, the acquirer
or the Company's successor, an aggregate amount equal to the product of (a) the
number of Vested Option Shares as to which the Options so terminate, multiplied
by (b) the difference between (i) the Exercise Price per share of the Options
and (ii) the price the Transferring Stockholders receive per share of Common
Stock pursuant to the terms of the transaction, adjusted as determined by the
Administrator to reflect the fact that the Exercise Price with respect to the
Options has not, in fact, been paid. The payment of such amount to the
Participant shall be made either upon the same terms and conditions as those
applicable to the Transferring Stockholders with respect to their Common Stock
pursuant to the terms of the transaction or via delivery of immediately
available funds within 30 days following the transaction, as determined in the
sole discretion of the payor.

         11.      Tax Status of the Options.

                  (a)      If the Stock Option Notice provides that the Option
Type is "Incentive Stock Option," the Options are intended to qualify as
incentive stock options within the meaning of Code section 422 ("Incentive Stock
Options"), to the fullest extent permitted by Code section 422, and this
Agreement shall be so construed. The following shall apply if the Options are
Incentive Stock Options:

                           (i)      Pursuant to Code section 422(d) the
                  aggregate fair market value (determined as of the Grant Date)
                  of shares of Common Stock with respect to which all Incentive
                  Stock Options first become exercisable by the Participant in
                  any calendar year under the Plan or any other plan of the
                  Company (and its parent and subsidiary corporations, within
                  the meaning of Code section 424(e) and (f), as may exist from
                  time to time) may not exceed $100,000 or such other amount as
                  may be permitted from time to time under Code section 422. To
                  the extent that such aggregate fair market value exceeds
                  $100,000 or other applicable amount in any calendar year, such
                  stock options will be treated as nonqualified stock options
                  with respect to the amount of aggregate fair market value
                  thereof that exceeds the Code section 422(d) limit. For this
                  purpose, the Incentive Stock Options will be taken into
                  account in the order in which they were granted. In such

                                     - 8 -

<PAGE>

                  case, the Company may designate the shares of Common Stock
                  that are to be treated as stock acquired pursuant to the
                  exercise of Incentive Stock Options and the shares of Common
                  Stock that are to be treated as stock acquired pursuant to
                  nonqualified stock options by issuing separate certificates
                  for such shares and identifying the certificates as such in
                  the stock transfer records of the Company.

                           (ii)     Notwithstanding anything herein to the
                  contrary, if the Participant owns, directly or indirectly
                  through attribution, stock possessing more than 10% of the
                  total combined voting power of all classes of stock of the
                  Company or of any of its subsidiaries (within the meaning of
                  Code section 424(f)) on the Grant Date, then the Exercise
                  Price is the greater of (a) the Exercise Price stated in the
                  Stock Option Notice or (b) 110% of the Fair Market Value of
                  the Common Stock on the Grant Date, and the Expiration Date is
                  the last business day prior to the fifth anniversary of the
                  Grant Date. Code section 422 provides additional limitations
                  respecting the treatment of these Options as Incentive Stock
                  Options.

                           (iii)    If the Participant makes a disposition (as
                  that term is defined in Code section 424(c)) of any Option
                  Shares acquired pursuant to these Options within two years of
                  the Grant Date or within one year after the Option Shares are
                  transferred to the Participant, the Participant agrees to
                  notify the Administrator of such disposition in writing within
                  30 days of the disposition.

                  (b)      If the Stock Option Notice provides that the Option
Type is "Nonqualified Stock Option," the Options are not intended to qualify as
Incentive Stock Options, and this Agreement shall be so construed. If the
Options are not Incentive Stock Options, the Participant acknowledges that, upon
exercise of the Options, the Participant will recognize taxable income in an
amount equal to the excess of the then Fair Market Value of the Option Shares
over the Exercise Price and must comply with the provisions of Section 12 of
this Agreement with respect to any tax withholding obligations that arise as a
result of such exercise.

         12.      Withholding of Taxes. At the time the Options are exercised,
in whole or in part, or at any time thereafter as requested by the Company, the
Participant hereby authorizes withholding from payroll or any other payment of
any kind due the Participant and otherwise agrees to make adequate provision for
foreign, federal, state and local taxes required by law to be withheld, if any,
which arise in connection with the Options (including upon a disqualifying
disposition within the meaning of Code section 421(b)). The Company may require
the Participant to make a cash payment to cover any withholding tax obligation
as a condition of exercise of the Options or issuance of share certificates
representing Vested Option Shares.

         The Administrator may, in its sole discretion, permit the Participant
to satisfy, in whole or in part, any withholding tax obligation which may arise
in connection with the Options either by electing to have the Company withhold
from the shares to be issued upon exercise that number of shares, or by electing
to deliver to the Company already-owned shares, in either case having a Fair
Market Value equal to the amount necessary to satisfy the statutory minimum
withholding amount due.

         13.      Adjustments for Corporate Transactions and Other Events.

                  (a)      Adjustments for Events Affecting Stock. Upon a stock
dividend of, or stock split or reverse stock split affecting, the Common Stock
of the Company, the number of shares covered by and the exercise price and other
terms of the Options and Option Shares, shall, without further action of the

                                     - 9 -

<PAGE>

Board, be adjusted to reflect such event unless the Board determines, at the
time it approves such stock dividend, stock split or reverse stock split, that
no such adjustment shall be made. The Administrator may make adjustments, in its
discretion, to address the treatment of fractional shares and fractional cents
that arise with respect to the Options as a result of the stock dividend, stock
split or reverse stock split. In the event of any other changes affecting the
Company, the capitalization of the Company or the Common Stock of the Company by
reason of any spin-off, split-up, dividend, recapitalization, merger,
consolidation, business combination or exchange of shares and the like, the
Administrator, in its discretion and without the consent of the Participant,
shall make any other adjustments to the Options, including but not limited to
reducing the number of shares subject to the Options or providing or mandating
alternative settlement methods such as settlement of the Options in cash or in
shares of Common Stock or other securities of the Company or of any other
entity, or in any other matters which relate to the Options as the Administrator
shall, in its sole discretion, determine to be necessary or appropriate.

                  (b)      Pooling of Interests Transaction. Notwithstanding
anything in the Plan or this Agreement to the contrary and without the consent
of the Participant, the Administrator, in its sole discretion, may make any
modifications to the Options, including but not limited to cancellation,
forfeiture, surrender or other termination of the Options in whole or in part
regardless of the vested status of the Options, in order to facilitate any
business combination that is authorized by the Board to comply with requirements
for treatment as a pooling of interests transaction for accounting purposes
under generally accepted accounting principles.

                  (c)      Adjustments for Unusual Events. The Administrator is
authorized to make, in its discretion and without the consent of the
Participant, adjustments in the terms and conditions of, and the criteria
included in, the Options in recognition of unusual or nonrecurring events
affecting the Company, or the financial statements of the Company or any
Affiliate, or of changes in applicable laws, regulations, or accounting
principles, whenever the Administrator determines that such adjustments are
appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Options or the Plan.

                  (d)      Binding Nature of Adjustments. Adjustments under this
Section 13 will be made by the Administrator, whose determination as to what
adjustments, if any, will be made and the extent thereof will be final, binding
and conclusive. No fractional shares will be issued pursuant to the Options or
Option Shares on account of any such adjustments.

         14.      Confidential Information. In consideration of the Options
granted to the Participant pursuant to this Agreement, the Participant agrees
and covenants that, except as specifically authorized by the Company, the
Participant will keep confidential any trade secrets or confidential or
proprietary information of the Company which are now or which hereafter may
become known to the Participant as a result of the Participant's employment by
or other service relationship with the Company, and shall not at any time,
directly or indirectly, disclose any such information to any person, firm,
Company or other entity, or use the same in any way other than in connection
with the business of the Company, at all times during and after the
Participant's employment or other service relationship. The provisions of this
Section 13 shall not narrow or otherwise limit the obligations and
responsibilities of the Participant set forth in any agreement of similar import
entered into between the Participant and the Company.

         15.      Non-Guarantee of Employment or Service Relationship. Nothing
in the Plan or this Agreement shall alter the at-will or other employment status
or other service relationship of the Participant, nor be construed as a contract
of employment or service relationship between the Company and the Participant,
or as a contractual right of Participant to continue in the employ of, or in a
service

                                     - 10 -

<PAGE>

relationship with, the Company for any period of time, or as a limitation of the
right of the Company to discharge the Participant at any time with or without
cause or notice and whether or not such discharge results in the failure of any
Options or Option Shares to vest, the forfeiture of any Vested or Unvested
Option Shares, or any other adverse effect on the Participant's interests under
the Plan.

         16.      No Rights as a Stockholder. The Participant shall not have any
of the rights of a stockholder with respect to the Option Shares until such
shares have been issued to him or her upon the due exercise of the Options. No
adjustment shall be made for dividends or distributions or other rights for
which the record date is prior to the date such shares are issued. Upon issuance
of any Unvested Option Shares, the Participant will be entitled to all rights as
a stockholder of the Company with respect to those shares, including the right
to vote the Unvested Option Shares, except that, unless the Administrator
determines otherwise, the Participant shall not be entitled to receive dividends
and/or other distributions declared on such Unvested Option Shares prior to
their becoming vested.

         17.      The Company's Rights. The existence of the Options shall not
affect in any way the right or power of the Company or its stockholders to make
or authorize any or all adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business, or any merger or
consolidation of the Company, or any issue of bonds, debentures, preferred or
other stocks with preference ahead of or convertible into, or otherwise
affecting the Common Stock or the rights thereof, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of the
Company's assets or business, or any other corporate act or proceeding, whether
of a similar character or otherwise.

         18.      Participant. Whenever the word "Participant" is used in any
provision of this Agreement under circumstances where the provision should
logically be construed, as determined by the Administrator, to apply to the
estate, personal representative, beneficiary to whom the Options or Option
Shares may be transferred by will or by the laws of descent and distribution, or
another permitted transferee, the word "Participant" shall be deemed to include
such person.

         19.      Notices. All notices and other communications made or given
pursuant to this Agreement shall be in writing and shall be sufficiently made or
given if hand delivered or mailed by certified mail, addressed to the
Participant at the address contained in the records of the Company, or addressed
to the Administrator, care of the Company for the attention of its Corporate
Secretary at its principal office or, if the receiving party consents in
advance, transmitted and received via telecopy or via such other electronic
transmission mechanism as may be available to the parties.

         20.      Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the Options granted hereunder. Any oral or
written agreements, representations, warranties, written inducements, or other
communications made prior to the execution of this Agreement with respect to the
Options granted hereunder shall be void and ineffective for all purposes.

         21.      Amendment. This Agreement may be amended from time to time by
the Administrator in its discretion; provided, however, that this Agreement may
not be modified in a manner that would have a materially adverse effect on the
Options or Option Shares as determined in the discretion of the Administrator,
except as provided in the Plan or in a written document signed by each of the
parties hereto.

         22.      Conformity with Plan. This Agreement is intended to conform in
all respects with, and is subject to all applicable provisions of, the Plan.
Inconsistencies between this Agreement and the Plan shall be resolved in
accordance with the terms of the Plan. In the event of any ambiguity in this

                                     - 11 -

<PAGE>

Agreement or any matters as to which this Agreement is silent, the Plan shall
govern. A copy of the Plan is provided to you with this Agreement.

         23.      Governing Law. The validity, construction and effect of this
Agreement, and of any determinations or decisions made by the Administrator
relating to this Agreement, and the rights of any and all persons having or
claiming to have any interest under this Agreement, shall be determined
exclusively in accordance with the laws of the State of Delaware, without regard
to its provisions concerning the applicability of laws of other jurisdictions.
Any suit with respect hereto will be brought in the federal or state courts in
the districts which include the city and state in which the principal offices of
the Company are located, and the Participant hereby agrees and submits to the
personal jurisdiction and venue thereof.

         24.      Headings. The headings in this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.

                                     - 12 -

<PAGE>

                               EXHIBIT A (PART I)

                                  EXERCISE FORM

Administrator of 2000 Stock Incentive Plan
c/o Office of the Corporate Secretary of Advancis Pharmaceutical Corporation

Gentlemen:

         I hereby exercise the Options granted to me on __________, by Advancis
Pharmaceutical Corporation (the "Company"), and notify you of my desire to
purchase _______ shares of Common Stock of the Company at a price of $_______
per share pursuant to the exercise of said Options.

         This will confirm my understanding with respect to the shares to be
issued to me by reason of this exercise of the Options (the "Shares") as
follows:

         (a)      I am acquiring the Shares for my own account for investment
with no present intention of dividing my interest with others or of reselling or
otherwise disposing of any of the Shares.

         (b)      The Shares are being issued without registration under the
Securities Act of 1933, as amended (the "Act"), in reliance upon one or more
exemptions contained in the Act, and such reliance is based in part on the above
representation.

         (c)      The certificates for the Shares to be issued to me will bear a
legend substantially as follows:

                  "The securities represented by this stock certificate have not
         been registered under the Securities Act of 1933 (the "Act") or
         applicable state securities laws (the "State Acts"), and shall not be
         sold, pledged, hypothecated, donated, or otherwise transferred (whether
         or not for consideration) by the holder except upon the issuance to the
         Company of a favorable opinion of its counsel and/or submission to the
         Company of such other evidence as may be satisfactory to counsel for
         the Company, to the effect that any such transfer shall not be in
         violation of the Act and the State Acts.

                  The shares of stock represented by this certificate are
         subject to forfeiture, restrictions on transfer, an option to purchase
         and a market stand-off agreement set forth in a certain grant agreement
         and stock restriction agreement between the Company and the registered
         owner of this certificate (or his predecessor in interest), and no
         transfer of such shares may be made without compliance with those
         agreements. A copy of those agreements are available for inspection by
         any shareholder of the Company at the office of the Company upon
         appropriate request and without charge."

Appropriate stop transfer instructions will be issued by the Company to its
transfer agent.

         (d)      Since the Shares have not been registered under the Act, they
must be held indefinitely until an exemption from the registration requirements
of the Act is available or they are subsequently registered, in which event the
representation in Paragraph (a) hereof shall terminate. As a condition to any
transfer of the Shares, I understand that the Company will require an opinion of
counsel satisfactory to the Company to the effect that such transfer does not
require registration under the Act or any state securities law.

         (e)      The Company is not obligated to comply with the registration
requirements of the Act or with the requirements for an exemption under
Regulation A under the Act for my benefit.

                                     - 13 -

<PAGE>

Date:________________________                ___________________________________
                                             (Participant)

                                     - 14 -

<PAGE>

                               EXHIBIT A (PART II)

                              NOTICE TO PARTICIPANT

         The purpose of this notice is to alert you to the fact that there are
potentially significant tax consequences to you arising from the exercise of the
options prior to vesting, in which event you will acquire restricted common
stock. In particular, it is likely to be to your advantage to file an election
pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (an
"83(b) Election").

         YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISOR BEFORE EXERCISE AS
TO THE ADVISABILITY OF MAKING AN 83(b) ELECTION. PLEASE NOTE THAT AN 83(b)
ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE WITHIN THIRTY (30) DAYS
OF THE DATE YOU EXERCISED YOUR UNVESTED OPTIONS TO ACQUIRE THE RESTRICTED STOCK.
THERE ARE NO EXCEPTIONS TO THIS RULE. FAILURE TO TIMELY FILE AN 83(b) ELECTION
COULD HAVE SERIOUS ADVERSE TAX CONSEQUENCES TO YOU.

         The following are general instructions for filing an 83(b) Election:

         1. An 83(b) Election is Irrevocable.

         2. An 83(b) Election Form must be filed with the Internal Revenue
            Service within 30 days of the date you exercised your unvested
            options to acquire the restricted stock; no exceptions to this rule
            are made.

         3. You must provide a copy of the 83(b) Election Form to the corporate
            secretary or other designated officer of the Company that issued the
            restricted stock. This copy should be provided to the Company at the
            same time that you file your 83(b) Election Form with the Internal
            Revenue Service.

         4. In addition to making the filing under Item 2 above, you must attach
            a copy of your 83(b) Election Form to your tax return for the
            taxable year in which you received the restricted stock.

         5. If you make an 83(b) Election and later forfeit the restricted
            stock, you will not be entitled to a deduction or any other
            adjustment with respect to the gross income or alternative minimum
            taxable income you recognized under the 83(b) Election.

You are urged to consult your personal tax advisor before making an 83(b)
Election to discuss the consequences thereof and consider whether such an
election is advisable under the circumstances.

                                     - 15 -

<PAGE>

                              EXHIBIT A (PART III)

                           SECTION 83(b) ELECTION FORM

         The undersigned taxpayer hereby elects, pursuant to Sections 55 and
83(b) of the Internal Revenue Code of 1986, as amended, to include in taxpayer's
gross income or alternative minimum taxable income, as the case may be, for the
current taxable year the amount of any compensation taxable to taxpayer in
connection with taxpayer's receipt of the property described below and supplies
the following information in accordance with the regulations promulgated
thereunder:

         1.       The name, address, and taxpayer identification number of the
                  undersigned are:

                  ______________________________
                  ______________________________
                  ______________________________

                  ___-__-___

         2.       The property with respect to which the election is made is
_____________ shares of Common Stock, par value $0.01 per share, of Advancis
Pharmaceutical Corporation, a Delaware corporation (the "Company").

         3.       The date on which the property was transferred is
________________, the date on which the taxpayer exercised a stock option for
restricted stock.

         4.       The taxable year to which this election relates is calendar
year 200_.

         5.       The property is subject to restrictions in that the property
is not transferable and is subject to a substantial risk of forfeiture until the
taxpayer vests in the property. The taxpayer vests in 25% of the option on the
first anniversary of the grant date, ___________________, and annually
thereafter for four (4) years.

         6.       The fair market value at the time of transfer (determined
without regard to any restrictions other than restrictions which by their terms
will never lapse) of the property with respect to which this election is being
made is $___________ per share; with a cumulative fair market value of
$______________. The taxpayer paid $_____________ for the property transferred.

         A copy of this statement was furnished to Advancis Pharmaceutical
Corporation, for whom the taxpayer rendered the services underlying the transfer
of such property.

         This election is made to the same effect, and with the same
limitations, for purposes of any applicable state statute corresponding to
Section 83(b) of the Internal Revenue Code.

         The undersigned understands that the foregoing election may not be
revoked except with the consent of the Commissioner of Internal Revenue.

         Signed:  _________________________________________________

         Date:    __________________________

                                     - 16 -

<PAGE>

                               EXHIBIT A (PART IV)

                  LETTER FOR FILING SECTION 83(b) ELECTION FORM

                                     [Date]

CERTIFIED MAIL
RETURN RECEIPT REQUESTED

Internal Revenue Service Center

____________________________________

____________________________________

____________________________________

(the Service Center to which individual income tax return is filed)

                  RE:      83(b) ELECTION OF ________________________________
                           SOCIAL SECURITY NUMBER:  _______________________

Dear Sir/Madam:

         Enclosed is an election under Section 83(b) of the Internal Revenue
Code of 1986 with respect to certain shares of stock of Advancis Pharmaceutical
Corporation that were transferred to me on ___________________, 200_.

         Please file this election.

                                                   Sincerely,

                                                   _____________________________

cc:  Corporate Secretary of Advancis Pharmaceutical Corporation

                                     - 17 -

<PAGE>

                                    EXHIBIT B

                           STOCK RESTRICTION AGREEMENT

         THIS STOCK RESTRICTION AGREEMENT (the "Agreement") is made as of the
____ day of ______________, ____, by and between Advancis Pharmaceutical
Corporation, a Delaware corporation (the "Company"), and __________________ (the
"Shareholder").

         For valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

         1.       Option Shares. The Shareholder was granted the right to
purchase up to ________________ shares (the "Option Shares") of common stock of
the Company, par value $0.01 per share (the "Common Stock"), pursuant to stock
options awarded under the Company's 2000 Stock Incentive Plan (the "Plan") on
_________________ subject to the terms and conditions of the applicable option
grant agreement evidencing such award (the "Option Grant Agreement"). The
Shareholder has purchased on even date herewith, ____________ Option Shares (the
"Shares"). The Shareholder agrees that the Shares shall be subject to the terms,
conditions and restrictions set forth in this Agreement and the Option Grant
Agreement, and that, notwithstanding anything in this Agreement to the contrary,
the provisions of the Option Grant Agreement shall be controlling with respect
to any Shares that are Unvested Option Shares within the meaning of the Option
Grant Agreement. The Option Grant Agreement is incorporated herein by reference.
The vested status of any Shares subject to this Agreement, as applicable, will
be determined in accordance with the vesting provisions of the Option Grant
Agreement. The Shareholder further agrees that any additional Option Shares
purchased by the Shareholder shall be subject to the terms, conditions and
restrictions set forth in this Agreement, and such shares shall be deemed Shares
for all purposes hereunder. Except as otherwise provided in the Option Grant
Agreement with respect to Unvested Option Shares, upon receipt of payment by the
Company for the Shares, the Company shall issue and deliver to the Shareholder
one or more certificates in the name of the Shareholder for that number of
Shares purchased by the Shareholder.

         2.       Restrictions on Transfer. The Shareholder shall not transfer
any of the Shares, except by a transfer that meets the following requirements:

                  (a)      Notice Requirement. If at any time the Shareholder
proposes to sell or otherwise transfer or assign for cash, cash equivalents or
any other form of consideration (including a promissory note) pursuant to a bona
fide offer from any third party all or any part of his or her vested Shares (the
"Offered Shares"), the Shareholder shall first give written notice of the
proposed transfer (the "Transfer Notice") to the Company. The Transfer Notice
shall name the proposed transferee(s) and state the number of shares to be
transferred, the price per share and all other material terms and conditions of
the transfer.

                  (b)      Company's Right to Purchase. For 30 days following
its receipt of such Transfer Notice, the Company shall have the right to
purchase all or any lesser part of the Offered Shares at the price and upon the
terms and conditions set forth in the Transfer Notice. In the event the Company
elects to purchase all or any lesser part of the Offered Shares, it shall give
written notice of its election to the Shareholder within such 30-day period, and
the settlement of the sale on such Offered Shares shall be made as provided
below in Section 2(c) of this Agreement.

                                     - 18 -

<PAGE>

                  (c)      Settlement. If the Company elects to acquire all or
any lesser part of the Offered Shares, the Company shall so notify the
Shareholder, and settlement shall be made at the principal office of the Company
in cash within 60 days after the Company receives the Transfer Notice; provided,
however, if the terms of payment set forth in the Shareholder's Transfer Notice
were other than cash against delivery, the Company may pay for such Offered
Shares on the same terms and conditions set forth in the Transfer Notice.
Notwithstanding anything in this Agreement to the contrary, the provisions of
Section 6 of this Agreement shall be controlling, to the extent applicable,
regarding any payment due with respect to the Company's purchase of the Offered
Shares and shall not preclude a determination for purposes of this Agreement
that "settlement" of the Company's purchase of the Offered Shares has been duly
made pursuant to this Section 2(c) if any payment due the Shareholder is
deferred accordingly.

                  (d)      Sales Free of Restrictions. If the Company does not
elect to purchase all of the Offered Shares, the Shareholder may, not sooner
than 35 or later than 120 days following delivery of the Transfer Notice, enter
into an agreement providing for the closing of the transfer of the Offered
Shares covered by the Transfer Notice within 30 days of the date such agreement
is entered into on the same terms and conditions as those described in the
Transfer Notice. Any proposed transfer on different terms and conditions than
those described in the Transfer Notice, as well as any subsequent proposed
transfer of any of the Shares, shall again be subject to the right of first
refusal of the Company and shall require compliance by the Shareholder with the
procedures described in this Section 2.

                  (e)      Exempt Transactions. The following transactions shall
be exempt from the provisions of this Section 2:

                           (i)      the Shareholder's transfer of any or all of
the Shareholder's Shares, either during the Shareholder's lifetime by gift or
domestic relations order or on death by will or the laws of descent and
distribution, to: (A) his or her child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, including adoptive relationships, or any persons sharing the
Shareholder's household (other than a tenant or employee of the Shareholder)
("family members"), (B) a trust in which family members have more than 50% of
the beneficial interest, (C) a foundation in which family members (or the
Shareholder) control the management of assets, or (D) any other entity in which
family members (or the Shareholder) own more than 50% of the voting interests
("Permitted Transferee"); provided, however, that no such transfers are made for
value. A transfer under a domestic relations order in settlement of marital
property rights and a transfer to an entity in which more than 50% of the voting
interests are owned by family members (or the Shareholder) in exchange for an
interest in that entity shall not be treated as transfers for value. Each
Permitted Transferee shall receive the Shares subject to the provisions of this
Agreement, and, as a condition precedent to any transfer permitted under this
Section 2(e)(i), the Permitted Transferee must deliver to the Company a written
instrument confirming that such transferee is bound by all of the terms and
conditions of this Agreement;

                           (ii)     any transfer to the Company in pledge as
security for any purchase-money indebtedness incurred by the Shareholder in
connection with the acquisition of the Shares; or

                           (iii)    any transfer pursuant to a registration
statement filed by the Company with the Securities and Exchange Commission.

                  Notwithstanding anything to the contrary contained elsewhere
in this Section 2, except with respect to a transfer pursuant to Section
2(e)(iii), any proposed transferee or Permitted Transferee of the Shareholder
shall receive and hold such stock subject to the provisions of this Agreement,
and, as a condition of such transfer, shall deliver to the Company a written
instrument confirming that such

                                     - 19 -

<PAGE>

transferee shall be bound by all of the terms and conditions of this Agreement.
There shall be no subsequent transfer of such stock except in accordance with
this Section 2.

                  (f)      Termination of Restrictions on Transfer. The
foregoing restrictions on transfer in this Section 2 shall terminate upon the
closing of the first public offering of securities of the Company that is
effected pursuant to a registration statement filed with, and declared effective
by, the Securities and Exchange Commission under the Securities Act of 1933.

         3.       Effect of Prohibited Transfer. The Company shall not be
required to (a) transfer on its books any of the Shares that have been sold or
transferred in violation of any of the provisions set forth in this Agreement,
or (b) treat as owner of such Shares or to pay dividends or other distributions
to any transferee to whom any such Shares shall have been so sold or
transferred.

         4.       Company's Repurchase Option.

                  (a)      Upon the termination of the Shareholder's employment
or consulting relationship with the Company for any reason, the Company shall
have the right and option to purchase, and the Shareholder or the Shareholder's
personal representative, estate, heirs, legatees, or Permitted Transferees, as
the case may be, shall have the obligation to sell upon request, any or all of
the Shareholder's Shares, which option may be exercised at any time and from
time to time by the Company by giving written notice to the Shareholder or
personal representative, estate, heirs, legatees, or Permitted Transferees, as
the case may be, stating the number of Shares to be purchased. The purchase
price for such Shares shall be determined pursuant to Section 4(b) of this
Agreement. Settlement of the purchase shall be made at the principal office of
the Company within 30 days after delivery of such written notice. In the
discretion of the Board of Directors of the Company, payment of the purchase
price will be made via cash, a promissory note, or a combination of the two. Any
such promissory note shall provide for substantially equal installments, payable
at least annually, over a period not to exceed five years and shall accrue
interest at the applicable Federal mid-term rate in effect under Code section
1274(d) as of the settlement date, compounded annually. Notwithstanding the
foregoing, the repurchase option of the Company described in this Section 4: (i)
shall not be exercisable with respect to Offered Shares when the Company has a
right to purchase such Offered Shares pursuant to Section 2(b) of this Agreement
nor, if the Company does not elect to purchase all of the Offered Shares, during
the period set forth in Section 2(d) of this Agreement in which the Offered
Shares are transferable pursuant to the terms of the Transfer Notice; and (ii)
shall terminate, solely with respect to vested Shares, upon the closing of the
first public offering of securities of the Company that is effected pursuant to
a registration statement filed with, and declared effective by, the Securities
and Exchange Commission under the Securities Act of 1933.

                  (b)      The purchase price for any Shares sold and purchased
pursuant to this Section 4 shall be equal to their Fair Market Value as
determined under Section 4(c) of this Agreement. Notwithstanding the immediately
preceding sentence, in the event that the Shareholder's employment or other
service relationship is terminated by the Company for "Misconduct," the purchase
price for any Shares sold and purchased pursuant to this Section 4 shall be
equal to the lesser of the Fair Market Value of the Shares as determined under
Section 4(c) of this Agreement or the exercise price per Share (adjusted to
reflect adjustments made under Section 7(d) of the Advancis Pharmaceutical
Corporation 2000 Stock Incentive Plan) tendered to the Company by the
Shareholder upon exercise of the Option pursuant to which the Shares were
acquired. For purposes of this Agreement, if the Shareholder is a party to a
written employment agreement or other service agreement with the Company or an
affiliate which contains a definition of "cause," "termination for cause" or any
other similar term or phrase, whether the Shareholder is terminated for
Misconduct pursuant to this Section 4 shall be determined according to the terms
of and in a manner consistent with the provisions of such written agreement. If
the Shareholder is

                                     - 20 -

<PAGE>

not party to such a written employment agreement or other service agreement with
the Company or an affiliate, then for purposes of this Section 4, "Misconduct"
shall mean the Shareholder's (i) conviction of, or plea of nolo contendere to, a
felony or crime involving moral turpitude; (ii) fraud on or misappropriation of
any funds or property of the Company; (iii) personal dishonesty, incompetence,
willful misconduct, willful violation of any law, rule or regulation (other than
minor traffic violations or similar offenses), or breach of fiduciary duty which
involves personal profit; (iv) willful misconduct in connection with the
Shareholder's duties or willful failure to perform the Shareholder's
responsibilities in the best interests of the Company; (v) chronic use of
alcohol, drugs or other similar substances which affects the Shareholder's work
performance; or (vi) breach of any provision of any employment, non-disclosure,
non-competition, non-solicitation or other similar agreement executed by the
Shareholder for the benefit of the Company. The good faith determination by the
Board of Directors of the Company of whether the Shareholder's employment or
other service relationship was terminated by the Company for Cause shall be
final and binding for all purposes hereunder.

                  (c)      For purposes of this Agreement, the Fair Market Value
of Shares shall be determined in good faith by the Board of Directors of the
Company. In making such determination, the Board of Directors may take into
account any valuation factors it deems appropriate or advisable in its sole
discretion, including, without limitation, profitability, financial position,
asset value or other factor relating to the value of the Company, as well as
discounts to account for minority interests and lack of marketability.

         5.       Take-Along Right.

                  (a)      Notwithstanding anything contained herein to the
contrary, if at any time any shareholder of the Company, or group of
shareholders, owning a majority or more of the voting capital stock of the
Company (hereinafter, collectively the "Transferring Stockholders") proposes to
enter into any transaction involving (a) a sale of more than 50% of the
outstanding voting capital stock of the Company in a non-public sale or (b) any
merger, share exchange, consolidation or other reorganization or business
combination of the Company immediately after which a majority of the directors
of the surviving entity is not comprised of persons who were directors of the
Company immediately prior to such transaction or after which persons who hold a
majority of the voting capital stock of the surviving entity are not persons who
held voting capital stock of the Company immediately prior to such transaction
(a "Change-in-Control transaction"), the Company may require the Shareholder to
participate in such Change-in-Control transaction with respect to all or such
number of the Shareholder's Vested and/or Unvested Shares as the Company may
specify in its discretion, by giving the Shareholder written notice thereof at
least ten days in advance of the date of the transaction or the date that tender
is required, as the case may be.

                  (b)      Upon receipt of such notice, the Shareholder shall
tender (i) the specified number of Vested Shares, if any, at the same price
applicable to the Transferring Shareholders in the transaction and (ii) the
specified number of Unvested Shares, if any, at a purchase price equal to the
exercise price per Share (adjusted to reflect adjustments made under Section
7(d) of the Advancis Pharmaceutical Corporation 2000 Stock Incentive Plan)
tendered to the Company by the Shareholder upon exercise of the Option pursuant
to which the Unvested Shares were acquired. In each case, tender shall be made
upon the same terms and conditions applicable to the Transferring Shareholders
in the transaction or, in the discretion of the acquirer or successor to the
Company, upon payment of the purchase price to the Shareholder in immediately
available funds.

                  (c)      In addition, if at any time the Company and/or any
Transferring Shareholders propose to enter into any such Change-in-Control
transaction, the Company may require the Shareholder

                                     - 21 -

<PAGE>

to vote in favor of such transaction, where approval of the shareholders is
required by law or otherwise sought, by giving the Shareholder notice thereof
within the time prescribed by law and the Company's Certificate of Incorporation
and By-Laws for giving notice of a meeting of shareholders called for the
purpose of approving such transaction. If the Company requires such vote, the
Shareholder agrees that he or she will, if requested, deliver his or her proxy
to the person designated by the Company to vote his or her Shares in favor of
such Change-in-Control transaction.

         6.       Company's Right to Defer Payments. Notwithstanding anything
herein to the contrary, no payment shall be made under this Agreement, or under
any promissory note issued by the Company pursuant to this Agreement, that would
cause the Company to violate any banking agreement or loan or other financial
covenant or cause default of any senior indebtedness of the Company, regardless
of when such agreement, covenant or indebtedness was created, incurred or
assumed. Any payment under this Agreement that would cause such violation or
default shall be deferred until, in the sole discretion of the Board of
Directors of the Company, such payment shall no longer cause any such violation
or default. Any payment deferred in consequence of the provisions of the
preceding sentence shall bear simple interest from the date such payment would
otherwise have been made to the date when such payment is actually made, at a
rate which is equal to the prime rate of interest published in the Wall Street
Journal from time-to-time during the period of such deferral, but in no event
shall such rate of interest exceed 10 percent per annum. The Company shall pay
interest at the same time as it makes the payment to which such interest
relates.

         7.       Restrictive Legend. All certificates representing Shares shall
have affixed thereto a legend in substantially the following form, in addition
to any other legends that may be required under federal or state securities
laws:

                  The shares of stock represented by this certificate are
                  subject to restrictions on transfer, an option to purchase and
                  a market stand-off agreement set forth in a certain Stock
                  Restriction Agreement between the corporation and the
                  registered owner of this certificate (or his predecessor in
                  interest), and no transfer of such shares may be made without
                  compliance with that Agreement. A copy of that Agreement is
                  available for inspection at the office of the Corporation upon
                  appropriate request and without charge.

                  The securities represented by this stock certificate have not
                  been registered under the Securities Act of 1933 (the "Act")
                  or applicable state securities laws (the "State Acts"), and
                  shall not be sold, pledged, hypothecated, donated, or
                  otherwise transferred (whether or not for consideration) by
                  the holder except upon the issuance to the corporation of a
                  favorable opinion of its counsel and/or submission to the
                  corporation of such other evidence as may be satisfactory to
                  counsel for the corporation, to the effect that any such
                  transfer shall not be in violation of the Act and the State
                  Acts."

         8.       Investment Representations. The Shareholder represents,
warrants and covenants as follows:

                  (a)      Shareholder is purchasing the Shares for the
Shareholder's own account for investment only, and not with a view to, or for
sale in connection with, any distribution of the Shares in violation of the
Securities Act of 1933 (the "Securities Act"), or any rule or regulation under
the Securities Act.

                                     - 22 -

<PAGE>

                  (b)      Shareholder has had such opportunity as the
Shareholder deemed adequate to obtain from representatives of the Company such
information as is necessary to permit the Shareholder to evaluate the merits and
risks of the Shareholder's investment in the Company.

                  (c)      Shareholder has sufficient experience in business,
financial and investment matters to be able to evaluate the risks involved in
the purchase of the Shares and to make an informed investment decision with
respect to such purchase.

                  (d)      Shareholder can afford a complete loss of the value
of the Shares and is able to bear the economic risk of holding such Shares for
an indefinite period.

                  (e)      Shareholder understands that (i) the Shares have not
been registered under the Securities Act and are "restricted securities" within
the meaning of Rule 144 under the Securities Act; (ii) the Shares cannot be
sold, transferred or otherwise disposed of unless they are subsequently
registered under the Securities Act or an exemption from registration is then
available; (iii) in any event, the exemption from registration under Rule 144
will not be available for at least one year (or, if the Shares were acquired in
compliance with Rule 701 of the Securities Act, 90 days after an initial public
offering of the Common Stock) and even then will not be available unless a
public market then exists for the Common Stock, adequate information concerning
the Company is then available to the public, and other terms and conditions of
Rule 144 are met; and (iv) there is now no registration statement on file with
the Securities and Exchange Commission with respect to any stock of the Company
and the Company has no obligation or current intention to register the Shares
under the Securities Act.

         9.       Adjustments for Stock Splits, Stock Dividends, etc.

                  (a)      If from time to time there is any spin-off, stock
split-up, stock dividend, stock distribution or other reclassification of the
Common Stock of the Company, any and all new, substituted or additional
securities to which the Shareholder is entitled by reason of his or her
ownership of the Shares shall be immediately subject to the restrictions on
transfer and other provisions of this Agreement in the same manner and to the
same extent as the Shares.

                  (b)      If the Shares are converted into or exchanged for, or
stockholders of the Company receive by reason of any distribution in total or
partial liquidation, securities of another corporation, or other property
(including cash), pursuant to any merger of the Company or acquisition of its
assets, then the rights of the Company under this Agreement shall inure to the
benefit of the Company's successor, and this Agreement shall apply to the
securities or other property received upon such conversion, exchange or
distribution in the same manner and to the same extent as the Shares.

         10.      Market Stand-Off. Following the effective date of a
registration statement of the Company filed under the Securities Act, the
Shareholder, for the duration specified by and to the extent requested by the
Company and an underwriter of Common Stock or other securities of the Company,
shall not directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale), grant any option to purchase,
or otherwise transfer or dispose of any securities of the Company held by the
Shareholder at any time during such period except Common Stock (or other
securities) included in such registration, provided however, that: (a) such
agreement shall be applicable only to the first such registration statement of
the Company which covers Common Stock (or other securities) to be sold on its
behalf to the public in an underwritten offering; and (b) all officers and
directors of the Company enter into similar agreements.

         11.      Withholding Taxes. The Shareholder acknowledges and agrees
that the Company has the right to deduct from payments of any kind otherwise due
to the Shareholder any federal, state or local

                                     - 23 -

<PAGE>

taxes of any kind required by law to be withheld with respect to the purchase,
sale or vesting of the Shares by the Shareholder. To the extent that any of the
Shares were vested upon purchase by the Shareholder, the Shareholder is required
to satisfy certain tax withholding obligations. The Shareholder may choose to
make an election in accordance with Internal Revenue Code section 83(b) to
recognize income in the Shareholder's taxable year in which the unvested Shares
are purchased. If the Shareholder makes such an election, the Shareholder shall
promptly thereafter provide a written notice of such election to the Company.

         12.      Invalidity or Unenforceability. It is the intention of the
Company and the Shareholder that this Agreement shall be enforceable to the
fullest extent allowed by law. In the event that a court having jurisdiction
holds any provision of this Agreement to be invalid or unenforceable, in whole
or in part, the Company and the Shareholder agree that, if allowed by law, that
provision shall be reduced to the degree necessary to render it valid and
enforceable without affecting the rest of this Agreement.

         13.      Waiver. No delay or omission by the Company in exercising any
right under this Agreement shall operate as a waiver of that or any other right.
A waiver or consent given by the Company on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

         14.      Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Company and the Shareholder and their respective heirs,
executors, administrators, legal representatives, successors and assigns,
subject to the terms, conditions and restrictions set forth in this Agreement.
The Company may assign its rights under this Agreement to a third party,
provided such assignee agrees to be bound by all of the Company's obligations
under this Agreement.

         15.      No Rights To Employment. Nothing contained in this Agreement
shall be construed as giving the Shareholder any right to be retained, in any
position, as an employee or other service provider of the Company for any period
of time or to restrict the Company's right to terminate the Shareholder's
employment or other service relationship at any time with or without cause or
notice.

         16.      Notices. All notices and other communications made or given
pursuant to this Agreement shall be in writing and shall be sufficiently made or
given if hand delivered or mailed by certified mail, addressed to the
Shareholder at the address contained in the records of the Company, or addressed
to the Company for the attention of its Corporate Secretary at its principal
office or, if the receiving party consents in advance, transmitted and received
via telecopy or via such other electronic transmission mechanism as may be
available to the parties.

         17.      Pronouns. Whenever the context may require, any pronouns used
in this Agreement shall include the corresponding masculine, feminine or neuter
forms, and the singular form of nouns and pronouns shall include the plural, and
vice versa.

         18.      Shareholder. Whenever the word "Shareholder" is used in any
provision of this Agreement under circumstances where the provision should
logically be construed, as determined by the Board of Directors of the Company,
to apply to the Shareholder's estate, personal representative, beneficiary to
whom the Shares may be transferred by will or by the laws of descent and
distribution, transferees, successors or assignees, the word "Shareholder" shall
be deemed to include such persons.

         19.      Entire Agreement. This Agreement constitutes the entire
agreement between the parties, and supersedes all prior agreements and
understandings, relating to the subject matter of this Agreement.

                                     - 24 -

<PAGE>

         20.      Amendment. This Agreement may be amended or modified only by a
written instrument executed by both the Company and the Shareholder.

         21.      Governing Law. This Agreement shall be construed, interpreted
and enforced in accordance with the laws of the State of Delaware, without
regard to its provisions concerning the applicability of laws of other
jurisdictions. Any suit with respect hereto will be brought in the federal or
state courts in the districts which include the principal offices of the
Company, and the Shareholder hereby agrees and submits to the personal
jurisdiction and venue thereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.

                                             ADVANCIS PHARMACEUTICAL CORPORATION

                                             By: _______________________________
                                             Print Name: _______________________
                                             Title: ____________________________

                                             SHAREHOLDER

                                             ___________________________________
                                             Print Name: _______________________

                               Address:      ___________________________________
                                             ___________________________________
                                             ___________________________________

                                     - 25 -

<PAGE>

If the Shareholder resides in community property states (currently AZ, CA, ID,
LA, NV, NM, TX, WA, WI), the Shareholder's spouse must execute the following:

                                 SPOUSE CONSENT

         The undersigned spouse of the Shareholder has read, understands, and
hereby approves the purchase of shares of Common Stock pursuant to this Stock
Restriction Agreement and the related Option Grant Agreement between the
Shareholder and the Company (the "Agreements"). In consideration of the
Company's granting my spouse the right to purchase the Shares as set forth in
the Agreements, the undersigned hereby agrees to be irrevocably bound by the
Agreements and further agrees that any community property interest shall
similarly be bound by the Agreements. The undersigned hereby appoints the
Shareholder as my attorney-in-fact with respect to any amendment or exercise of
any rights under the Agreements.

Date:_____________________________           ___________________________________
                                             Signature of Shareholder's Spouse

                                   Address:  ___________________________________
                                             ___________________________________
                                             ___________________________________

                              PERMITTED TRANSFEREES

         The undersigned Permitted Transferee has read and hereby agrees to be
irrevocably bound by the Stock Restriction Agreement between _______________
(the "Shareholder") and Advancis Pharmaceutical Corporation, dated
______________ (together with the Stock Option Agreement incorporated therein,
the "Agreement"). The undersigned Permitted Transferee hereby appoints the
Shareholder as his/her/its attorney-in-fact with respect to any amendment or
exercise of any rights under the Agreement.

Date:_____________________________           ___________________________________
                                             Signature of Permitted Transferee
                                             Print Name: _______________________

                                   Address:  ___________________________________
                                             ___________________________________
                                             ___________________________________

Received by Advancis Pharmaceutical Corporation:

By: _______________________

Date: _____________________

                                     - 26 -