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                                                                     EXHIBIT 4.1

                           MAXIM PHARMACEUTICALS, INC.
                          1993 LONG-TERM INCENTIVE PLAN
                     As Amended and Restated March 18, 1996
                    As Amended and Restated December 20, 1996
                    As Amended and Restated December 19, 1997
                    As Amended and Restated December 28, 1999

1.       DEFINITIONS

         In this Plan, except where the context otherwise indicates, the
following definitions apply:

         1.1 "Agreement" means a written agreement implementing a grant of an
Option, Right or Performance Unit or an award of Restricted Stock or Incentive
Shares.

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

         1.3 "Board Committee" means a current or future committee of the Board.

         1.4 "Board Committee Meeting" means a meeting of a Board Committee.

         1.5 "CEO" means the Company's chief executive officer.

         1.6 "Code" means the Internal Revenue Code of 1986, as amended.

         1.7 "Committee" means the committee of the Board meeting the standards
of Rule 16b-3(d)(1) under the Exchange Act, or any similar successor rule,
appointed by the Board to administer the Plan. Unless otherwise determined by
the Board, the Compensation Committee of the Board shall be the Committee.

         1.8 "Common Stock" means the common stock, par value $.001 per share,
of the Company.

         1.9 "Company" means Maxim Pharmaceuticals, Inc.

         1.10 "Consultant" means any person or entity performing services for
the Company or any Subsidiary other than as a Director or employee of the
Company, and who is not also a director or officer of the Company for purposes
of Section 16(a) of the Exchange Act.

         1.11 "Consultant-Director" means any member of the Board who also is
performing services for the Company or any Subsidiary other than as a Director
or an employee of the Company.


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         1.12 "Covered Employee" means the CEO and the four (4) other highest
compensated officers of the Company for whom total compensation is required to
be reported to stockholders under the Exchange Act, as determined for purposes
of Section 162(m) of the Code.

         1.13 "Date of Exercise" means the date on which the Company receives
notice of the exercise of an Option, Right or Performance Unit in accordance
with the terms of Article 10.

         1.14 "Date of Grant" means the date on which an Option, Right or
Performance Unit is granted or Restricted Stock or Incentive Shares are awarded
by the Committee or the CEO, as the case may be.

         1.15 "Director" means any person who is a member of the Board and who
is not also an employee of the Company.

         1.16 "Employee" means any person determined by the CEO to be an
employee of the Company or any Subsidiary and who is not also a director or
officer of the Company for purposes of Section 16(a) of the Exchange Act.

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

         1.18 "Excused Absence" means a Director's absence from a Scheduled
Meeting or a Board Committee Meeting due to illness, disability or family
emergency.

         1.19 "Fair Market Value" of a Share means the amount equal to the
closing sales price for a Share in the principal trading market for the Shares
as reported by such source as the Committee may select, or, if such price
quotations of the Common Stock are not then reported, then the fair market value
of a Share as determined by the Committee pursuant to a reasonable method
adopted in good faith for such purpose.

         1.20 "Grantee" means an Employee, Covered Employee, Key Employee,
Consultant-Director or Consultant to whom Restricted Stock has been awarded
pursuant to Article 12 or Incentive Shares have been awarded pursuant to Article
13.

         1.21 "Incentive Shares" means Shares awarded pursuant to the provisions
of Article 13.

         1.22 "Incentive Stock Option" means an Option granted under the Plan
that qualifies as an incentive stock option under Section 422 of the Code and
that the Company designates as such in the Agreement granting the Option.


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         1.23 "Key Employee" means any person determined by the Committee to be
an employee of the Company or any Subsidiary and who is a director or officer of
the Company for purposes of Section 16(a) of the Exchange Act.

         1.24 "Nonstatutory Stock Option" means an Option granted under the Plan
that is not an Incentive Stock Option.

         1.25 "Option" means an option to purchase Shares granted under the Plan
in accordance with the terms of Article 7.

         1.26 "Optionee" means a Director, Employee, Covered Employee, Key
Employee, Consultant-Director or Consultant to whom an Option, Right or
Performance Unit has been granted.

         1.27 "Option Period" means the period during which an Option may be
exercised.

         1.28 "Option Price" means the price per Share at which an Option may be
exercised. The Option Price shall be determined by the Committee, or by the CEO,
in the case of an Option granted to an Employee or Consultant, except that in no
event shall the Option Price be less than the par value of the Common Stock or,
in the case of an Incentive Stock Option, the greater of the Fair Market Value
per Share determined as of the Date of Grant or the par value of the Common
Stock.

         1.29 "Outside Director" means a Director who either (i) is not a
current employee of the Company or an "affiliated corporation" (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an "affiliated corporation"
receiving compensation for prior services (other than benefits under a tax
qualified pension plan), was not an officer of the Company or an "affiliated
corporation" at any time, and is not currently receiving direct or indirect
remuneration from the Company or an "affiliated corporation" for services in any
capacity other than as a Director, or (ii) is otherwise considered an "outside
director" for purposes of Section 162(m) of the Code.

         1.30 "Performance Unit" means a performance unit granted under the Plan
in accordance with the terms of Article 9.

         1.31 "Performance Unit Period" means the period during which a
Performance Unit may be exercised.

         1.32 "Plan" means the Maxim Pharmaceuticals, Inc. 1993 Long-Term
Incentive Plan.


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         1.33 "Related Option" means the Option with which, or by amendment to
which, a specified Right or Performance Unit is granted.

         1.34 "Related Performance Unit" means the Performance Unit granted in
connection with, or by amendment to, a specified Option.

         1.35 "Related Right" means the Right granted in connection with, or by
amendment to, a specified Option.

         1.36 "Restricted Stock" means Shares awarded pursuant to the provisions
of Article 12.

         1.37 "Right" means a stock appreciation right granted under the Plan in
accordance with the terms of Article 8.

         1.38 "Right Period" means the period during which a Right may be
exercised.

         1.39 "Scheduled Meeting" means the four regular meetings of the Board
scheduled to be held during each of the Company's fiscal years or, if more than
four regular meetings are scheduled, the four meetings designated as Scheduled
Meetings by the Board in scheduling its regular meetings for the year.

         1.40 "Share" means a share of Common Stock.

         1.41 "Subsidiary" means a corporation, whether now or hereafter
existing, at least 50% of the total combined voting power of all classes of
stock of which is owned by the Company either directly or through one or more
Subsidiaries.

2.       PURPOSE

         This Plan is intended to aid in attracting qualified employees,
directors and consultants and in maintaining and developing strong management
and employee loyalty through encouraging the ownership of Common Stock by
Directors and selected Employees, Covered Employees, Key Employees,
Consultant-Directors and Consultants through stimulating their efforts by giving
suitable recognition, in addition to other remuneration, to the ability and
industry which contribute materially to the success of the Company's business
interests, and to provide an incentive to the continued service of such
Directors, Employees, Covered Employees, Key Employees, Consultant-Directors and
Consultants.

3.       ADMINISTRATION (OTHER THAN GRANTS OR AWARDS TO EMPLOYEES AND
CONSULTANTS)

         Except with respect to grants or awards to Employees and Consultants,
this Plan shall be administered by the Committee. In addition to any other
powers granted to the


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Committee, the Committee shall have the following powers, subject to the express
provisions of the Plan:

         3.1 subject to the provisions of Articles 5, 7, 8, 9, 10, 11, 12 and
13, to determine in its discretion the Directors, Covered Employees, Key
Employees and Consultant-Directors to whom Options, Rights or Performance Units
shall be granted and to whom Restricted Stock and Incentive Shares shall be
awarded, the number of Shares to be subject to each Option, Right, Performance
Unit, Restricted Stock or Incentive Share award, and the terms upon which
Options, Rights or Performance Units may be acquired and exercised and the terms
and conditions of Restricted Stock and Incentive Share awards;

         3.2 to determine all other terms and provisions of each Agreement,
which need not be identical;

         3.3 without limiting the foregoing, to provide in its discretion in an
Agreement:

                  (i) for an agreement by the Optionee or Grantee to render
services to the Company or a Subsidiary upon such terms and conditions as may be
specified in the Agreement, provided that the Committee shall not have the power
by virtue of the Plan to commit the Company or a Subsidiary to employ or
otherwise retain any Optionee or Grantee;

                  (ii) for restrictions on the transfer, sale or other
disposition of Shares issued to the Optionee upon the exercise of an Option,
Right or Performance Unit, for other restrictions permitted by Article 12 with
respect to Restricted Stock and for conditions with respect to the issuance of
Incentive Shares;

                  (iii) for an agreement by the Optionee or Grantee to resell to
the Company, under specified conditions, Shares issued upon the exercise of an
Option, Right or Performance Unit or awarded as Restricted Stock or Incentive
Shares;

                  (iv) for the payment of the Option Price upon the exercise of
an Option otherwise than in cash, including without limitation by delivery
(including constructive delivery) of Shares (other than Restricted Stock) valued
at Fair Market Value on the Date of Exercise of the Option, or a combination of
cash and Shares, or for the payment in part of the Option Price with a
promissory note in accordance with the terms of Section 10.2; and

                  (v) for the deferral of receipt of amounts that otherwise
would be distributed upon exercise of a Performance Unit, the terms and
conditions of any such deferral and any interest or dividend equivalent or other
payment that shall accrue with respect to deferred distributions;


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         3.4 to construe and interpret the Agreements and the Plan;

         3.5 to require, whether or not provided for in the pertinent Agreement,
of any person exercising an Option, Right or Performance Unit or acquiring
Restricted Stock or Incentive Shares, at the time of such exercise or
acquisition, the making of any representations or agreements which the Committee
may deem necessary or advisable in order to comply with the securities laws of
the United States or of any state;

         3.6 to provide for satisfaction of an Optionee's or Grantee's tax
liabilities arising in connection with the Plan through, without limitation,
retention by the Company of Shares otherwise issuable on the exercise of a
Nonstatutory Stock Option, Right or Performance Unit or pursuant to an award of
Incentive Shares or through delivery of Shares to the Company by the Optionee or
Grantee under such terms and conditions as the Committee deems appropriate; and

         3.7 to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan, including action
delegating to a subcommittee of two (2) or more Outside Directors any of the
administrative powers the Committee is authorized to exercise (and references in
this Plan to the Committee shall thereafter be to such a subcommittee).

         Any determinations or actions made or taken by the Committee pursuant
to this Article 3 shall be binding and final.

4.       ADMINISTRATION FOR GRANTS AND AWARDS TO EMPLOYEES AND CONSULTANTS

         In the case of grants or awards to Employees and Consultants, this Plan
shall be administered by the CEO. In addition to any other powers granted to the
CEO, the CEO shall have all of the powers with respect to grants or awards to
Employees and Consultants set forth in Article 3 that the Committee has with
respect to grants or awards to Directors, Covered Employees, Key Employees and
Consultant-Directors. When exercising authority pursuant to this Plan, the CEO
shall be acting as a committee of the Board. If the CEO is not a member of the
Board, then the powers of the CEO hereunder shall be exercised by the Committee.

5.       ELIGIBILITY

         Options, Rights, Performance Units, Restricted Stock and Incentive
Shares may be granted or awarded only to Directors, Employees, Covered
Employees, Key Employees, Consultant-Directors and Consultants, except that
Directors, Consultant-Directors and Consultants (other than Consultants who also
are Employees, Covered Employees or Key Employees) are not eligible to receive
Incentive Stock Options. A Director, Employee, Covered Employee, Key Employee,
Consultant-Director or Consultant who has been


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granted an Option, Right or Performance Unit or awarded Restricted Stock or
Incentive Shares may be granted additional Options, Rights or Performance Units
or awarded additional Restricted Stock or Incentive Shares.

6.       STOCK SUBJECT TO THE PLAN

         6.1 There is hereby reserved for issuance upon the exercise of Options,
Rights or Performance Units or for awards of Restricted Stock or Incentive
Shares an aggregate of 1,800,000 authorized but unissued or reacquired Shares.

         6.2 If an Option, Right or Performance Unit (other than a Related Right
or Related Performance Unit) expires or terminates for any reason (other than,
in the case of an Option, termination by virtue of the exercise of a Related
Right or Related Performance Unit) without having been fully exercised, if
Shares of Restricted Stock are forfeited or if Incentive Shares are not issued,
any unissued or forfeited Shares which had been subject to the Agreement
relating thereto shall become available for the grant of other Options, Rights
or Performance Units or for the award of additional Restricted Stock or
Incentive Shares.

         6.3 The Shares issued upon the exercise of a Right or Performance Unit
(or, if cash is payable in connection with such exercise, that number of Shares
with respect to which the Right or Performance Unit is exercised), shall be
charged against the number of Shares issuable under the Plan and shall not
become available for the grant of other Options, Rights or Performance Units or
for the award of Restricted Stock or Incentive Shares.

         6.4 Subject to the provisions of Article 14 relating to capital
adjustments, no Director, Employee, Covered Employee, Key Employee,
Consultant-Director, or Consultant shall be eligible to be granted Options and
Rights covering more than two hundred thousand (200,000) shares of Common Stock
in any calendar year. Shares subject to an Option or Right that is canceled
shall continue to be counted against the maximum award of Options and Rights
permitted to be granted pursuant to this Section 6.4. The repricing of an Option
and/or Right which results in a reduction of the exercise price shall be deemed
to be a cancellation of the original Option and/or Right and the grant of a
substitute Option and/or Right; in the event of such repricing, both the
original and the substituted Options and Rights shall be counted against the
maximum awards of Options and Rights permitted to be granted pursuant to this
Section 6.4. The provisions of this Section 6.4 shall be applicable only to the
extent required to comply with the "performance-based compensation" exception
under Section 162(m) of the Code.


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7.       OPTIONS

         7.1 Subject to the provisions of Article 5, the Committee is hereby
authorized to grant Options to Directors, Covered Employees, Key Employees and
Consultant-Directors, and the CEO is hereby authorized to grant Options to
Employees and Consultants.

         7.2 All Agreements granting Options shall contain a statement that the
Option is intended to be either (i) a Nonstatutory Stock Option or (ii) an
Incentive Stock Option.

         7.3 The Option Period shall be determined by the Committee, or, in the
case of an Option granted to an Employee or Consultant, by the CEO, and
specifically set forth in the Agreement, provided, however, that an Option shall
not be exercisable after ten years from the Date of Grant.

         7.4 All Incentive Stock Options granted under the Plan shall comply
with the provisions of the Code governing incentive stock options and with all
other applicable rules and regulations.

         7.5 All other terms of Options granted under the Plan shall be
determined by the Committee in its sole discretion, or, in the case of an Option
granted to an Employee or Consultant, by the CEO in his sole discretion.

8.       RIGHTS

         8.1 The Committee is hereby authorized to grant Rights to Covered
Employees, Key Employees and Consultant-Directors, and the CEO is hereby
authorized to grant Rights to Employees and Consultants.

         8.2 A Right may be granted under the Plan:

                  (i) in connection with, and at the same time as, the grant of
an Option under the Plan;

                  (ii) by amendment of an outstanding Nonstatutory Stock Option
granted under the Plan; or

                  (iii) independently of any Option granted under the Plan.

         A Right granted under clause (i) or (ii) of the preceding sentence is a
Related Right. A Related Right may, in the Committee's discretion, or, in the
case of a Right granted to an Employee or Consultant, in the CEO's discretion,
apply to all or a portion of the Shares subject to the Related Option.


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         8.3 A Right may be exercised in whole or in part as provided in the
Agreement, and, subject to the provisions of the Agreement, entitles its
Optionee to receive, without any payment to the Company (other than required tax
withholding amounts), either cash or that number of Shares (equal to the highest
whole number of Shares), or a combination thereof, in an amount or having a Fair
Market Value determined as of the Date of Exercise not to exceed the number of
Shares subject to the portion of the Right exercised multiplied by an amount
equal to the excess of (i) the Fair Market Value of a Share on the Date of
Exercise of the Right over (ii) either (A) the Fair Market Value of a Share on
the Date of Grant of the Right if it is not a Related Right, or (B) the Option
Price as provided in the Related Option if the Right is a Related Right.

         8.4 The Right Period shall be determined by the Committee, or, in the
case of a Right granted to an Employee or Consultant, by the CEO, and
specifically set forth in the Agreement, provided, however --

                  (i) a Right will expire no later than the earlier of (A) ten
years from the Date of Grant, or (B) in the case of a Related Right, the
expiration of the Related Option;

                  (ii) a Right may be exercised only when the Fair Market Value
of a share of Common Stock exceeds either (A) the Fair Market Value of a share
of Common Stock on the Date of Grant of the Right if it is not a Related Right,
or (B) the Option Price as provided in the Related Option if the Right is a
Related Right; and

                  (iii) a Right that is a Related Right to an Incentive Stock
Option may be exercised only when and to the extent the Related Option is
exercisable.

         8.5 The exercise, in whole or in part, of a Related Right shall cause a
reduction in the number of Shares subject to the Related Option equal to the
number of Shares with respect to which the Related Right is exercised.
Similarly, the exercise, in whole or in part, of a Related Option shall cause a
reduction in the number of Shares subject to the Related Right equal to the
number of Shares with respect to which the Related Option is exercised.

         8.6 The Company intends that the Article shall comply with the
requirements of Rule 16b-3 during the term of this Plan. Should any provisions
of this Article not be necessary to comply with the requirements of Rule 16b-3,
the Board or Committee may amend this Plan to delete, add to or modify the
provisions of the Plan accordingly. The Company's failure for any reason
whatsoever to comply with the requirements of Rule 16b-3, and any resultant
unavailability of Rule 16b-3 shall not impose any liability on the Company to
any Covered Employee, Key Employee, Consultant Director, or to any other party.


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9.       PERFORMANCE UNITS

         9.1 The Committee is hereby authorized to grant Performance Units to
Covered Employees, Key Employees and Consultant-Directors, and the CEO is hereby
authorized to grant Performance Units to Employees and Consultants.

         9.2 A Performance Unit may be granted under the Plan:

                  (i) in connection with, and at the same time as, the grant of
an Option under the Plan;

                  (ii) by amendment of an outstanding Nonstatutory Stock Option
granted under the Plan; or

                  (iii) independently of any Option granted under the Plan.

         A Performance Unit granted under clause (i) or (ii) of the preceding
sentence is a Related Performance Unit. A Related Performance Unit may, in the
Committee's discretion, or, in the case of a Performance Unit granted to an
Employee or Consultant, in the CEO's discretion, apply to all or a portion of
the Shares subject to the Related Option. A Performance Unit may not be granted
in connection with, or by amendment to, an Incentive Stock Option.

         9.3 A Performance Unit may be exercised in whole or in part as provided
in the Agreement, and, subject to the provisions of the Agreement, entitles its
Optionee to receive, without any payment to the Company (other than required tax
withholding amounts), cash, Shares or a combination of cash and Shares, based on
the degree to which performance standards established by the Committee or the
CEO, as the case may be, and specified in the Agreement have been achieved. Such
performance standards may be particular to an Employee, Covered Employee, Key
Employee, Consultant-Director or Consultant or the department, branch,
Subsidiary or other division in which the Optionee works, or may be based on the
performance of the Company generally, and may cover such period as may be
specified by the Committee or the CEO, as the case may be. The performance
standards may be based on earnings or earnings growth, return on assets, equity
or investment, regulatory compliance, improvement of financial ratings,
achievement of balance sheet or income statement objectives, or any other
objective goals established by the Committee or the CEO, as the case may be, and
may be absolute in their terms or measured against or in relationship to other
companies comparably, similarly or otherwise situated.

         9.4 The Performance Period shall be determined by the Committee, or, in
the case of a Performance Unit granted to an Employee or Consultant, by the CEO,
and specifically set forth in the Agreement; provided, however, a Performance
Unit will


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expire no later than the earlier of (A) ten years from the Date of Grant, or (B)
in the case of a Related Performance Unit, the expiration of the Related Option.

         9.5 Each Agreement granting Performance Units shall specify the number
of Performance Units granted, provided, however, that the maximum number of
Related Performance Units may not exceed the maximum number of Shares subject to
the Related Option.

         9.6 The exercise, in whole or in part, of a Related Performance Unit
shall cause a reduction in the number of Shares subject to the Related Option
and the number of Performance Units in accordance with the terms of the
Agreement. Similarly, the exercise, in whole or in part, of a Related Option
shall cause a reduction in the number of Shares subject to the Related
Performance Unit equal to the number of Shares with respect to which the Related
Option is exercised.

         9.7 The Company intends that the Article shall comply with the
requirements of Rule 16b-3 during the term of this Plan. Should any provisions
of this Article not be necessary to comply with the requirements of Rule 16b-3,
the Board or Committee may amend this Plan to delete, add to or modify the
provisions of the Plan accordingly. The Company's failure for any reason
whatsoever to comply with the requirements of Rule 16b-3, and the resultant
unavailability of Rule 16b-3 shall not impose any liability on the Company to
any Covered Employee, Key Employee, Consultant Director, or to any other party.

10.      EXERCISE

         10.1 An Option, Right or Performance Unit may, subject to the
provisions of the Agreement under which it was granted, be exercised in whole or
in part by the delivery to the Company of written notice of the exercise, in
such form as the Committee or the CEO, in the case of an Option, Right or
Performance Unit granted to an Employee or Consultant, may prescribe,
accompanied, in the case of an Option, either (i) by full payment for the Shares
with respect to which the Option is exercised (unless and to the extent that the
Committee, or the CEO, as the case may be, agreed in an Agreement to accept a
promissory note as provided in Section 10.2 hereof); (ii) by delivery of shares
of Common Stock (including constructive delivery) having a Fair Market Value on
the date of surrender equal to the aggregate exercise price of the Shares as to
which such Option shall be exercised; or (iii) a properly executed exercise
notice and irrevocable instructions to a broker promptly to deliver to the
Company cash equal to the exercise price.

         10.2 To the extent permitted by applicable law, the Committee or the
CEO, in the case of an Option, Right or Performance Unit granted to an Employee
or Consultant, may agree in the Agreement in which an Option is granted to
accept as partial payment


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for the Shares a promissory note of the Optionee evidencing his or her
obligation to make future cash payment thereof; provided, however, that in no
event may the Committee or the CEO accept a promissory note for an amount in
excess of the difference between the aggregate Option Price and the par value of
the Shares. Promissory notes made pursuant to this Section 10.2 shall be payable
as determined by the Committee or the CEO, in the case of an Option granted to
an Employee or Consultant, shall be secured by a pledge of the Shares and shall
bear interest at a rate fixed by the Committee or the CEO, in the case of an
Option granted to an Employee or Consultant.

11.      NONTRANSFERABILITY

         Except as otherwise provided in an Agreement, Options, Rights,
Performance Units and Incentive Shares granted or awarded under the Plan shall
not be transferable otherwise than by will or the laws of descent and
distribution, and an Option, Right or Performance Unit may be exercised during
the Optionee's lifetime only by the Optionee or, in the event of the Optionee's
legal disability, by his or her legal representative. A Related Right or Related
Performance Unit is transferable only when the Related Option is transferable
and only with the Related Option and under the same conditions.

12.      RESTRICTED STOCK AWARDS

         12.1 The Committee is hereby authorized to award shares of Restricted
Stock to Covered Employees, Key Employees and Consultant-Directors, and the CEO
is hereby authorized to award shares of Restricted Stock to Employees and
Consultants.

         12.2 Restricted Stock awards under the Plan shall consist of Shares
that are restricted against transfer, subject to forfeiture, and subject to such
other terms and conditions intended to further the purposes of the Plan as may
be determined by the Committee or the CEO, in the case of Restricted Stock
awarded to an Employee or Consultant.

         12.3 Restricted Stock awards shall be evidenced by Agreements
containing provisions setting forth the terms and conditions governing such
awards. Each such Agreement shall contain the following:

                  (i) prohibitions against the sale, assignment, transfer,
exchange, pledge, hypothecation, or other encumbrance of (A) the Shares awarded
as Restricted Stock under the Plan, (B) the right to vote the Shares, or (C) the
right to receive dividends thereon in each case during the restriction period
applicable to the Shares; provided, however, that the Grantee shall have all the
other rights of a shareholder including, but not limited to, the right to
receive dividends and the right to vote the Shares;


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                  (ii) at least one term, condition or restriction constituting
a "substantial risk of forfeiture" as defined in Section 83(c) of the Code;

                  (iii) such other terms, conditions and restrictions as the
Committee or the CEO, in the case of Restricted Stock awarded to Employees or
Consultants, in its or his discretion may specify (including, without
limitation, provisions creating additional substantial risks of forfeiture);

                  (iv) a requirement that each certificate representing shares
of Restricted Stock shall be deposited with the Company, or its designee, and
shall bear the following legend:

                  "This certificate and the shares of stock represented hereby
                  are subject to the terms and conditions (including the risks
                  of forfeiture and restrictions against transfer) contained in
                  the Maxim Pharmaceuticals, Inc. 1993 Long-Term Incentive Plan
                  and an Agreement entered into between the registered owner and
                  Maxim Pharmaceuticals, Inc. Release from such terms and
                  conditions shall be made only in accordance with the
                  provisions of the Plan and the Agreement, a copy of each of
                  which is on file in the office of the Secretary of Maxim
                  Pharmaceuticals, Inc."

                  (v) the applicable period or periods of any terms, conditions
or restrictions applicable to the Restricted Stock, provided, however, that the
Committee or the CEO, in the case of Restricted Stock awarded to an Employee or
Consultant, in its or his discretion may accelerate the expiration of the
applicable restriction period with respect to any part or all of the Shares
awarded to a Grantee; and

                  (vi) the terms and conditions upon which any restrictions upon
shares of Restricted Stock awarded under the Plan shall lapse and new
certificates free of the foregoing legend shall be issued to the Grantee or his
or her legal representative.

         12.4 The Committee or the CEO, in the case of Restricted Stock awarded
to an Employee or Consultant, may include in an Agreement a requirement that in
the event of a Grantee's termination of employment or other service with the
Company for any reason prior to the lapse of restrictions, all shares of
Restricted Stock shall be forfeited by the Grantee to the Company without
payment of any consideration by the Company, and neither the Grantee nor any
successors, heirs, assigns or personal representatives of the Grantee shall
thereafter have any further rights or interest in the Shares or certificates.


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13.      INCENTIVE SHARE AWARDS

         13.1 The Committee is hereby authorized to award Incentive Shares to
Covered Employees, Key Employees and Consultant-Directors, and the CEO is hereby
authorized to award Incentive Shares to Employees and Consultants.

         13.2 Incentive Shares shall be Shares that shall be issued at such
times, subject to achievement of such performance or other goals and on such
other terms and conditions as the Committee or the CEO, in the case of Incentive
Shares awarded to an Employee or Consultant, shall deem appropriate and specify
in the Agreement relating thereto.

14.      CAPITAL ADJUSTMENTS

         The number of Shares subject to each outstanding Option, Right or
Performance Unit or Restricted Stock or Incentive Share award and the aggregate
number of shares for which grants or awards thereafter may be made automatically
shall be adjusted proportionately in the event of a stock split or stock
dividend of or with respect to the Common Stock, and the number and class of
Shares subject to each outstanding Option, Right or Performance Unit or
Restricted Stock or Incentive Share award, the Option Price and the aggregate
number and class of shares for which grants or awards thereafter may be made
shall be subject to such adjustment, if any, as the Committee in its sole
discretion deems appropriate to reflect such events as adoption of stock rights
plans, recapitalizations, mergers, consolidations or reorganizations of or by
the Company.

15.      TERMINATION OR AMENDMENT

         The Board shall have the power to terminate the Plan and to amend it in
any respect, provided that, after the Plan has been approved by the shareholders
of the Company, the Board may not, without the approval of the shareholders of
the Company if such approval is then required under the laws of the State of
Delaware, in order for the Plan to continue to satisfy the requirements of Rule
16b-3 under the Exchange Act, in order for Incentive Stock Options to qualify as
such under Section 422 of the Code, or under the rules of any stock exchange or
quotation system on which the Shares are then listed or authorized for
quotation. The Board may in its sole discretion submit any other amendment to
the Plan for shareholder approval, including, but not limited to, amendments to
the Plan intended to satisfy the requirements of Section 162(m) of the Code and
the regulations promulgated thereunder regarding the exclusion of
performance-based compensation from the limit on corporate deductibility of
compensation paid to Covered Employees. No termination or amendment of the Plan
shall, without his or her consent, adversely affect the rights or obligations of
any Optionee or Grantee.


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<PAGE>

16.      MODIFICATION, EXTENSION AND RENEWAL OF OPTIONS, RIGHTS, PERFORMANCE
UNITS, RESTRICTED STOCK AND INCENTIVE SHARES

         Subject to the terms and conditions and within the limitations of the
Plan, the Committee or the CEO, in the case of a grant or award to an Employee
or Consultant, may modify, extend or renew outstanding Options, Rights and
Performance Units, or accept the surrender of outstanding options, rights and or
performance units (to the extent not theretofore exercised) granted under the
Plan or under any other plan of the Company or a company or similar entity
acquired by the Company or a Subsidiary, and authorize the granting of new
Options, Rights and Performance Units pursuant to the Plan in substitution
therefor (to the extent not theretofore exercised), and the substituted Options
may specify a lower exercise price than the surrendered options, and the
substituted Options, Rights and Performance Units may specify a longer term than
the surrendered options, rights and performance units or have any other
provisions that are authorized by the Plan. Subject to the terms and conditions
and within the limitations of the Plan, the Committee or the CEO, in the case of
a grant or award to an Employee or Consultant, may modify the terms of any
outstanding Agreement providing for the grant of options, rights or Performance
Units or the award of Restricted Stock or Incentive Shares. Notwithstanding the
foregoing, however, no modification of an Option, Right or Performance Unit, or
an award of Restricted Stock or Incentive Shares, shall, without the consent of
the Optionee or Grantee, alter or impair any of the Optionee's or Grantee's
rights or obligations.

17.      EFFECTIVENESS OF THE PLAN

         The Plan and any amendments requiring shareholder approval pursuant to
Article 15 are subject to approval by vote of the shareholders of the Company
within 12 months after their adoption by the Board. Subject to that approval,
the Plan and any amendments are effective on the date on which they are adopted
by the Board. Options, Rights, Performance Units, Restricted Stock and Incentive
Shares may be granted or awarded prior to shareholder approval of the Plan or
amendments, but each such Option, Right, Performance Unit, Restricted Stock or
Incentive Share grant or award shall be subject to the approval of the Plan or
amendments by the shareholders. Except to the extent required to satisfy the
requirements of Rule 16b-3 under the Exchange Act, the date on which any Option,
Right, Performance Unit, Restricted Stock or Incentive Shares granted or awarded
prior to shareholder approval of the Plan or amendment is granted or awarded
shall be the Date of Grant for all purposes as if the Option, Right, Performance
Units, Restricted Stock or Incentive Shares had not been subject to approval. No
Option, Right or Performance Unit may be exercised prior to such shareholder
approval, and any Restricted Stock or Incentive Shares awarded shall be
forfeited if such shareholder approval is not obtained.


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<PAGE>

18.      TERM OF THE PLAN

         Unless sooner terminated by the Board pursuant to Article 15, the Plan
shall terminate on September 30, 2003 and no Options, Rights, Performance Units,
Restricted Stock or Incentive Shares awards may be granted or awarded after
termination. The termination shall not affect the validity of any Option, Right,
Performance Unit, Restricted Stock or Incentive Shares awards outstanding on the
date of termination.

19.      INDEMNIFICATION OF COMMITTEE AND CEO

         In addition to such other rights of indemnification as they may have as
Directors or as members of the Committee, the members of the Committee and the
CEO, in the case of a grant or award to an Employee or Consultant, shall be
indemnified by the Company against the reasonable expenses, including attorneys'
fees, actually and reasonably incurred in connection with the defense of any
action, suit or proceeding, or in connection with any appeal therein, to which
they or any of them may be a party by reason of any action taken or failure to
act under or in connection with the Plan or any Option, Right, Performance Unit,
Restricted Stock or Incentive Shares granted or awarded hereunder, and against
all amounts reasonably paid by them in settlement thereof or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, if such
members or the CEO, as the case may be, acted in good faith and in a manner
which they believed to be in, and not opposed to, the best interests of the
Company.

20.      GENERAL PROVISIONS

         20.1 The establishment of the Plan shall not confer upon any Director,
Employee, Covered Employee, Key Employee, Consultant-Director or Consultant any
legal or equitable right against the Company, any Subsidiary, the Committee or
the CEO, except as expressly provided in the Plan.

         20.2 The Plan does not constitute inducement or consideration for the
employment of any Employee, Covered Employee, or Key Employee, or the service of
any Director, Consultant-Director or Consultant, nor is it a contract between
the Company or a Subsidiary and any Director, Employee, Covered Employee, Key
Employee, Consultant-Director or Consultant. Participation in the Plan shall not
give a Director, Employee, Covered Employee, Key Employee, Consultant-Director
or Consultant any right to be retained in the service of the Company or a
Subsidiary.

         20.3 The Company and a Subsidiary may assume options, warrants, or
rights to purchase stock issued or granted by other companies whose stock or
assets shall be acquired by the Company or a Subsidiary, or which shall be
merged into or consolidated with the Company or a Subsidiary. Neither the
adoption of this Plan, nor its submission to the shareholders, shall be taken to
impose any limitations on the powers of the


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<PAGE>

Company or its affiliates to issue, grant, or assume options, warrants, rights,
performance units, restricted stock or incentive shares, otherwise than under
this Plan, or to adopt other stock option, stock appreciation right, performance
unit, restricted stock or incentive share plans or to impose any requirement of
shareholder approval upon the same.

         20.4 The interests of any Director, Employee, Covered Employee, Key
Employee, Consultant-Director or Consultant under the Plan are not subject to
the claims of creditors and may not, in any way, be assigned, alienated or
encumbered except as provided in Article 11.

         20.5 The Plan shall be governed, construed and administered in
accordance with the laws of Delaware and the intention of the Company that
Incentive Stock Options granted under the Plan qualify as such under Section 422
of the Code.


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