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                                                                   EXHIBIT 10.28


                            ATRIX LABORATORIES, INC.
             2001 EXECUTIVE LONG TERM INCENTIVE COMPENSATION PROGRAM


                                    ARTICLE I
                    ESTABLISHMENT AND PURPOSE OF THE PROGRAM

1.01 ESTABLISHMENT OF PROGRAM

The Atrix Laboratories, Inc. 2001 Executive Long Term Incentive Compensation
Program (the "Program") is adopted pursuant to the Atrix Laboratories, Inc. 2000
Stock Incentive Plan (the "Plan") and, in addition to the terms and conditions
set forth below, is subject to the provisions of the Plan.

1.02 PURPOSE OF PROGRAM

The purpose of the Program is to enhance the ability of the Company to retain
the Company's Chief Executive Officer and Chairman of the Board and to provide
incentive compensation to such individual based on the achievement of certain
performance goals.

1.03 EFFECTIVE DATE OF THE PROGRAM

The Program is effective as of August 5, 2001 (the "Effective Date").

1.04 ADMINISTRATION

The Program shall be administered by the Compensation Committee of the Board and
such committee shall have, with respect to the Program, the powers of the
Administrator as set forth in the Plan.

1.05 ELIGIBILITY

Only the Company's Chief Executive Officer and Chairman of the Board shall be
eligible to receive Awards under the Program.

1.06 TERM

Grants of Awards may be made at any time prior to the three year anniversary of
the Effective Date.

1.07 VALUE OF AWARDS

Awards having an aggregate value at the time of grant of Seven Million Dollars
($7,000,000), determined, with respect to Options, by the Black-Scholes option
pricing model and, with respect to a grant of Shares, by multiplying (i) the
number of Shares with respect to which an Award is



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granted by (ii) the difference between the Fair Market Value of such Share at
the time the Award is granted and the purchase price, if any, of such Share with
respect to each such Award, may be granted pursuant to this Program.

                                   ARTICLE II
                                   DEFINITIONS

Capitalized terms in this Program, unless otherwise defined herein, have the
meaning given to them in the Plan.

                                   ARTICLE III
                                   AWARD TERMS

3.01 TERMS AND CONDITIONS OF AWARDS

         (a) Types of Awards. The Administrator is authorized under the Program
to grant Awards that by their terms involve or might involve the issuance of (i)
Shares or (ii) an Option with a fixed or variable price related to the Fair
Market Value of the Shares and with an exercise or conversion privilege related
to the passage of time, the occurrence of one or more events, or the
satisfaction of performance criteria or other conditions. Such awards include,
without limitation, Options and sales or bonuses of Restricted Stock, and an
Award may consist of one such security or benefit, or two or more of them in any
combination or alternative.

         (b) Designation of Award. Each Award shall be designated in an Award
Agreement.

3.02 PERFORMANCE GOALS

If the Administrator determines that the grant or vesting of an Award shall be
dependent on the satisfaction of performance criteria or other conditions, the
Administrator shall, from time to time, establish in writing in an Award
Agreement or otherwise such objective performance goals and criteria (the
"Criteria"), the period for which such Criteria will apply (the "Performance
Period") and the Award grants or vesting to occur if and when such Criteria are
met. The Criteria may include: product development; corporate partnering;
strategic planning; capital or fund raising; success in clinical trials;
establishment of manufacturing capabilities; obtaining regulatory approval of
the Company's products; attracting and retaining senior management for or of the
Company; financial objectives; strategic alliances; and such other factors or
matters that the Administrator may determine are in the best interest of the
Company.

3.03 ATTAINMENT OF CRITERIA

As soon as practicable after the end of each Performance Period, the
Administrator will certify in writing the Company's and/or the Grantee's
attainment of the Criteria established for the Performance Period pursuant to
Section 3.02, calculate the effect on Awards granted or to be granted pursuant
to the Program and shall grant Awards or otherwise notify the applicable
Grantee.



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3.04 VESTING

Awards under the Program shall vest and become exercisable, or be released from
forfeiture provisions or repurchase rights of the Company, as applicable, as
determined by the Administrator. The Administrator may base vesting or the lapse
of a repurchase right on designated Criteria being met, the passage of time or
such other factors as the Administrator may determine or may determine that
Awards shall be fully vested at the time of the grant.

3.05 EXERCISE PRICE

The exercise price or purchase price, if any, per share of Common Stock with
respect to an Award shall be determined by the Administrator.

3.06 OTHER TERMS

The Administrator shall determine the remaining terms and conditions of the
Awards under the Program.

3.07 AMENDMENT

The Board may at any time, and from time to time, amend, suspend or terminate
the Program.




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