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Exhibit 10.5    
  


 
 

INVITROGEN CORPORATION 1997 STOCK OPTION PLAN
  (as amended)    
  


1.    ESTABLISHMENT, PURPOSE AND TERM OF PLAN.  



        1.1    ESTABLISHMENT.    The Invitrogen Corporation 1997 Stock Option Plan (the "PLAN") is hereby established
effective as of May 28, 1997 (the "EFFECTIVE DATE"). 


        1.2    PURPOSE.    The purpose of the Plan is to advance the interests of the Participating Company Group and its
stockholders by providing an incentive to attract, retain and reward persons performing services for the Participating Company Group and by motivating such persons to contribute to the growth and
profitability of the Participating Company Group. 


        1.3    TERM OF PLAN.    The Plan shall continue in effect until the earlier of its termination by the Board or the
date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Options
granted under the Plan have lapsed. However, all options shall be granted, if at all, within ten (10) years from the earlier of the date the Plan is adopted by the Board or the date the Plan is
duly approved by the stockholders of the Company. 


2.    DEFINITIONS AND CONSTRUCTION.  


        2.1    DEFINITIONS.    Whenever used herein, the following terms shall have their respective meanings set forth below: 



        (a)  "BOARD"
means the Board of Directors of the Company. If one or more Committees have been appointed by the Board to administer the Plan, "Board" also means such
Committee(s). 


        (b)  "CODE"
means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder. 


        (c)  "COMMITTEE"
means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having,.such powers as shall be specified by the
Board. Unless the powers of the Committee have been specifically limited, the Committee shall have all of the powers of the Board granted herein, including, without limitation, the power to amend or
terminate the Plan at any time, subject to the terms of the Plan and any applicable limitations imposed by law. 


        (d)  "COMPANY"
means Invitrogen Corporation, a Delaware corporation, or any successor corporation thereto. 


        (e)  "CONSULTANT"
means any person, including an advisor, engaged by a Participating Company to render services other than as an Employee or a Director. 


        (f)    "DIRECTOR"
means a member of the Board or of the board of directors of any other Participating Company. 



        (g)  "EMPLOYEE"
means any person treated as an employee (including an officer or a Director who is also treated as an employee) in the records of a Participating Company,
and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a Director nor
payment of a director's fee shall be sufficient to constitute employment for purposes of the Plan. 


        (h)  "EXCHANGE
ACT" means the Securities Exchange Act of 1934, as amended. 



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        (i)    "FAIR
MARKET VALUE" means, as of any date, the value of a share of Stock or other property as determined by the Board, in its sole discretion, or by the Company, in its
sole discretion, if such determination is expressly allocated to the Company herein, subject to the following: 



        (i)    If,
on such date, there is a public market for the Stock, the Fair Market Value of a share of Stock shall be the closing sale price of a share of Stock (or the mean of
the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq National Market, the Nasdaq Small-Cap Market or such other national or
regional securities exchange or market system constituting the primary market for the Stock, as reported in the WALL STREET JOURNAL or such other source as the Company deems reliable. If the relevant
date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the
Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Board, in its sole discretion. 



        (ii)    If,
on such date, there is no public market for the Stock, the Fair Market Value of a share of Stock shall be as determined by the Board without regard to any
restriction other than a restriction which, by its terms, will never lapse. 




        (j)    "INCENTIVE
STOCK OPTION" means an Option intended to be (as set forth in the Option Agreement) and which qualifies as an incentive stock option within the meaning of
Section 422(b) of the Code. 


        (k)  "INSIDER"
means an officer or a Director of the Company or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act. 



        (l)    "NONEMPLOYEE
DIRECTOR" means a Director of the Company who is not an Employee. 


        (m)  "NONEMPLOYEE
DIRECTOR OPTION" means a right to purchase Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of
Section 6.5 below. Nonemployee Director Options shall be Nonstatutory Stock Options. 


        (n)  "NONSTATUTORY
STOCK OPTION" means an option not intended to be (as set forth in the Option Agreement) or which does not qualify as an Incentive Stock Option. 



        (o)  "OPTION"
means a right to purchase Stock (subject to adjustment as provided in Section 4.2) pursuant to the terms and conditions of the Plan. An Option may be
either an Incentive Stock Option or a Nonstatutory Stock Option. 


        (p)  "OPTION
AGREEMENT" means a written agreement between the Company and an Optionee setting forth the terms, conditions and restrictions of the Option granted to the
Optionee and any shares acquired upon the exercise thereof. 


        (q)  "OPTIONEE"
means a person who has been granted one or more Options. 


        (r)  "PARENT
CORPORATION" means any present or future "parent corporation" of the Company, as defined in Section 424(e) of the Code. 


        (s)  "PARTICIPATING
COMPANY" means the Company or any Parent Corporation or Subsidiary Corporation. 


        (t)    "PARTICIPATING
COMPANY GROUP" means, at any point in time, all corporations collectively which are then Participating Companies. 



        (u)  "RULE
16b-3" means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation. 



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        (v)  "STOCK"
means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2. 


        (w)  "SUBSIDIARY
CORPORATION" means any present or future "subsidiary corporation" of the Company, as defined in Section 424(f) of the Code. 



        (x)  "TEN
PERCENT OWNER OPTIONEE" means an Optionee who, at the time an Option is granted to the Optionee, owns stock possessing more than ten percent (10%) of the total
combined voting
power of all classes of stock of a Participating Company within the meaning of Section 422(b)(6) of the Code. 




        2.2    CONSTRUCTION.    Captions and titles contained herein are for convenience only and shall not affect the meaning
or interpretation of any provision of the Plan. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term "or" is
not intended to be exclusive, unless the context clearly requires otherwise. 


3.    ADMINISTRATION.  


        3.1    ADMINISTRATION BY THE BOARD.    The Plan shall be administered by the Board. All questions of interpretation of
the Plan or of any Option shall be determined by the Board, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Option. Any officer of a
Participating Company shall have the authority to act on behalf of the company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is
allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, determination or election. 


        3.2    ADMINISTRATION WITH RESPECT TO INSIDERS.    With respect to participation by Insiders in the Plan, at any time
that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of
Rule 16b-3. In addition, the Board may establish a Committee of "outside directors" within the meaning of Section 162(m) of the Code to approve the grant of any Option which
might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to
Section 162(m) of the Code. 


        3.3    POWERS OF THE BOARD.    In addition to any other powers set forth in the Plan and subject to the provisions of
the Plan, the Board shall have the full and final power and authority, in its sole discretion: 



        (a)  to
determine the persons to whom, and the time or times at which, options shall be granted and the number of shares of Stock to be subject to each Option; 


        (b)  to
designate options as Incentive Stock Options or Nonstatutory Stock Options; 


        (c)  to
determine the Fair Market Value of shares of Stock or other property; 


        (d)  to
determine the terms, conditions and restrictions applicable to each option (which need not be identical) and any shares acquired upon the exercise thereof, including,
without limitation, (i) the exercise price of the Option, (ii) the method of payment for shares purchased upon the exercise of the option, (iii) the method for satisfaction of any
tax withholding obligation arising in connection with the Option or such shares, including by the withholding or delivery of shares of stock, (iv) the timing, terms and conditions of the
exercisability of the option or the vesting of any shares acquired upon the exercise thereof, (v) the time of the expiration of the Option, (vi) the effect of the Optionee's termination
of employment or service with the Participating Company Group on any of the foregoing, and (vii) all other terms, conditions and restrictions applicable to the Option or such shares not
inconsistent with the terms of the Plan; 



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        (e)  to
approve one or more forms of Option Agreement; 


        (f)    to
amend, modify, extend, cancel, or renew, any Option or to waive any restrictions or conditions applicable to any Option or any shares acquired upon the exercise
thereof; provided, however, that without the approval of the Company's stockholders, the Board shall not reprice, replace, regrant through cancellation,
or regrant by lowering the exercise price of any option and/or award previously granted under the Plans; 



        (g)  to
accelerate, continue, extend or defer the exercisability of any Option or the vesting of any shares acquired upon the exercise thereof, including with respect to the
period following an Optionee's termination of employment or service with the Participating Company Group; 


        (h)  to
prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt supplements to, or alternative versions of, the Plan, including, without
limitation, as the Board deems necessary or desirable to comply with the laws of, or to accommodate the tax policy or custom of, foreign jurisdictions whose citizens may be granted options; 



        (i)    to
correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Option Agreement and to make all other determinations and take such other
actions with respect to the Plan or any Option as the Board may deem advisable to the extent consistent with the Plan and applicable law; and 


        (j)    to
delegate the power to grant Options to any Employee or Consultant who is not a Director, Insider, or other officer of the Company in an amount not to exceed options
to purchase 25,000 shares of Stock (subject to adjustment to reflect changes in capital structure covered by Section 4.2 below); provided that
any such grant shall be made only in accordance with a Stock Option Program or other program, plan, or procedure approved by the Board. 




4.    SHARES SUBJECT TO PLAN.  


        4.1    MAXIMUM NUMBER OF SHARES ISSUABLE.    Subject to adjustment as provided in Section 4.2, the maximum
aggregate number of shares of Stock that may be issued under the Plan shall be the sum of (a) five million three hundred fifty-nine thousand six hundred eight-five
(5,359,685) shares, and (b) the number of shares of Stock, as of the Effective Date, subject to outstanding options or reserved and available for grant pursuant to the Company's 1995 Stock
Option Plan (the "1995 PLAN OPTIONS") resulting in an aggregate total of eight million four hundred eight-five thousand four hundred seventy-nine (8,485,479) shares (the "SHARE
RESERVE") and shall consist of authorized and unissued or reacquired shares of Stock or any combination thereof. Notwithstanding the foregoing, the Share Reserve, determined at any time, shall be
reduced by (a) the number of shares remaining subject to outstanding 1995 Plan Options, and (b) the number of shares issued upon the exercise of 1995 Plan options. If an outstanding
option for any reason expires or is terminated or canceled, or if the shares of Stock acquired, subject to repurchase, upon the exercise of an Option are repurchased by the Company, the shares of
Stock allocable to the unexercised portion of such option or such repurchased shares of Stock shall again be available for issuance under the Plan. 


        4.2    ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.    In the event of any stock dividend, stock split, reverse stock
split, recapitalization, combination, reclassification or similar change in the capital structure of the Company, appropriate adjustments shall be made in the number and class of shares subject to the
Plan, the individual share limit set forth in Section 4.3 below, the size of the automatic Nonemployee Director Option grants set forth in Section 6.5 below and to any outstanding
Options and in the exercise price per share of any outstanding Options. If a majority of the shares which are of the same class as the shares that are subject to outstanding options are exchanged for,
converted into, or otherwise become, (whether or not pursuant to an Ownership Change Event, as defined in Section 8.1) shares of another corporation (the "NEW SHARES"), the Board may 


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unilaterally amend the outstanding options to provide that such Options are exercisable for New Shares. In the event of any such amendment, the number of shares subject to, and the exercise price per
share of, the outstanding Options shall be adjusted in a fair and equitable manner as determined by the Board, in its sole discretion. Notwithstanding the foregoing, any fractional share resulting
from an adjustment pursuant to this Section 4.2 shall be rounded up or down to the nearest whole number, as determined by the Board, and in no event may the exercise price of any option be
decreased to an amount less than the par value, if any, of the stock subject to the option. The adjustments determined by the Board pursuant to this Section 4.2 shall be final, binding and
conclusive. 


        4.3    INDIVIDUAL SHARE LIMIT.    The maximum aggregate number of shares of Stock with respect to which Options may be
granted during any calendar year to any Employee may not exceed 500,000 shares or, in the case of the calendar year during which an Employee first commences employment with any Participating Company,
1,000,000 shares (subject to adjustment to reflect changes in capital structure covered by Section 4.2 above). 


5.    ELIGIBILITY AND OPTION LIMITATIONS.  


        5.1    PERSONS ELIGIBLE FOR OPTIONS.    Options may be granted only to Employees, Consultants, and Directors. For
purposes of the foregoing sentence, "Employees," "Consultants," and "Directors" shall include prospective Employees, prospective Consultants and prospective Directors to whom options are granted in
connection with written offers of employment or other service relationship with the Participating Company Group. Eligible persons may be granted more than one (1) Option. 


        5.2    OPTION GRANT RESTRICTIONS.    Any person who is not an Employee on the effective date of the grant of an Option
to such person may be granted only a Nonstatutory Stock Option. An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee shall be deemed
granted effective on the date such person commences service as an Employee with a Participating Company, with an exercise price determined as of such date in accordance with Section 6.1. 


        5.3    FAIR MARKET VALUE LIMITATION.    To the extent that options designated as Incentive Stock options (granted
under all stock option plans of the Participating Company Group, including the Plan) become exercisable by an Optionee for the first time during any calendar year for stock having an aggregate Fair
Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options. For purposes of this
Section 5.3, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the
time the option with respect to such stock is granted. If the Code is amended to provide for a different limitation from that set forth in this Section 5.3, such different limitation shall be
deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code. If an Option is treated as an Incentive Stock option in
part and as a Nonstatutory Stock option in part by reason of the limitation set forth in this Section 5.3, the Optionee may designate which portion of such Option the Optionee is exercising. In
the absence of such designation, the Optionee shall be deemed to have exercised the Incentive Stock Option portion of the option first. Separate certificates representing each such portion shall be
issued upon the exercise of the Option. 


6.    TERMS AND CONDITIONS OF OPTIONS.    Options shall be evidenced by option Agreements specifying the number of shares of Stock
covered thereby, in such form as the Board shall from time to
time establish. No Option or purported option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Option Agreement. Option Agreements may incorporate all or any 


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of the terms of the Plan by reference, and except as otherwise set forth in Section 6.5 with respect to Nonemployee Director Options, shall comply with and be subject to the following terms
and conditions: 


        6.1    EXERCISE PRICE.    The exercise price for each Option shall be established in the sole discretion of the Board;
provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the option and (b) no
Incentive Stock Option granted to a Ten Percent Owner Optionee shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the
effective date of grant of the Option. Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the
minimum exercise price set forth above if such option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of
the Code. 


        6.2    EXERCISE PERIOD.    Options shall be exercisable at such time or times, or upon such event or events, and
subject to such terms, conditions, performance criteria, and restrictions as shall be determined by the Board and set forth in the Option Agreement evidencing such option; provided, however, that
(a) no option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such option, (b) no Incentive Stock Option granted to a Ten Percent
Owner Optionee shall be exercisable after the expiration of five (5) years after the effective date of grant of such option, and (c) no option granted to a prospective Employee,
prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences service with a Participating Company. 



        6.3    PAYMENT OF EXERCISE PRICE.    



        (a)  FORMS
OF CONSIDERATION AUTHORIZED. Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any
Option shall be made (i) in cash, by check, or cash equivalent, (ii) by tender to the Company of shares of Stock owned by the Optionee having a Fair Market Value (as determined by the
Company without regard to any restrictions on transferability applicable to such stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not less than
the exercise price, (iii) by the assignment of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the option (including, without
limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a "CASHLESS EXERCISE"),
(iv) by the Optionee's promissory note in a form approved by the Company, (v) by such other consideration as may be approved by the Board from time to time to the extent permitted by
applicable law, or (vi) by any combination thereof. The Board may at any time or from time to time, by adoption of or by amendment to the standard forms of Option Agreement described in
Section 7, or by other means,grant options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more
forms of consideration. 


        (b)  TENDER
OF STOCK. Notwithstanding the foregoing, an Option may not be exercised by tender to the Company of shares of Stock to the extentsuch tender of would constitute a
violation of the provisions of any law, regulation or agreement restricting the redemption of the Company's stock. Unless otherwise provided by the Board, an Option may not be exercised by tender to
the Company of shares of Stock unless such shares either have been owned by the Optionee for more than six (6) months or were not acquired, directly or indirectly, from the Company. 



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        (c)  CASHLESS
EXERCISE. The Company reserves, at any and all times, the right, in the Company's sole and absolute discretion, to establish, decline to approve or terminate
any program or procedures for the exercise of options by means of a Cashless Exercise. 


        (d)  PAYMENT
BY PROMISSORY NOTE. No promissory note shall be permitted if the exercise of an option using a promissory note would be a violation of any law. Any permitted
promissory note shall be on such terms as the Board shall determine at the time the Option is granted. The Board shall have the authority to permit or require the Optionee to secure any promissory
note used to exercise an Option with the shares of Stock acquired upon the exercise of the Option or with other collateral acceptable to the Company. Unless otherwise provided by the Board, if the
Company at any time is subject to the regulations promulgated by the Board of Governors of the Federal Reserve System or any other governmental entity affecting the extension of credit in connection
with the Company's securities, any promissory note shall comply with such applicable regulations, and the Optionee shall pay the unpaid principal and accrued interest, if any, to the extent necessary
to comply with such applicable regulations. 




        6.4    TAX WITHHOLDING.    The Company shall have the right, but not the obligation, to deduct from the shares of
Stock issuable upon the exercise of an Option, or to accept from the Optionee the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or
any part of the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to such option or the shares acquired upon the exercise
thereof. Alternatively or in addition, in its sole discretion, the Company shall have the right to require the Optionee, through payroll withholding, cash payment or otherwise, including by means of a
Cashless Exercise, to make adequate provision for any such tax withholding obligations of the Participating Company Group arising in connection with the Option or the shares acquired upon the exercise
thereof. The Company shall have no obligation to deliver shares of Stock or to release shares of Stock from an escrow established pursuant to the Option Agreement until the Participating Company
Group's tax withholding obligations have been satisfied by the Optionee. 


        6.5    NONEMPLOYEE DIRECTOR OPTIONS.    



        (a)  AUTOMATIC
GRANT. Subject to the execution by a Nonemployee Director of an appropriate Option Agreement, Nonemployee Director Options shall be granted automatically and
without further action of the Board, as follows: 



        (i)    INITIAL
OPTION. Each person who first becomes a Nonemployee Director on or after the November 20, 1998 shall be granted on the date such person first becomes a
Nonemployee Director a Nonemployee Director Option to purchase ten thousand (10,000) shares of Stock (an "INITIAL OPTION"); provided, however, that an Initial Option shall not be granted to a Director
who previously did not qualify as a Nonemployee Director but subsequently becomes a Nonemployee Director as a result of the termination of his or her status as an Employee. 


        (ii)    ANNUAL
OPTION. Each Nonemployee Director (including any Director who previously did not qualify as a Nonemployee Director but who subsequently becomes a Nonemployee
Director) shall be granted on the date immediately following each annual meeting of the stockholders of the Company which occurs on or after November 20, 1998 (an "ANNUAL MEETING") a
Nonemployee Director Option to purchase ten thousand (10,000) shares of Stock (an "ANNUAL OPTION"); provided, however, that a Nonemployee Director granted an Initial Option less than six months prior
to date of an Annual Meeting shall not be granted an Annual Option pursuant to this Section on the date immediately following the same Annual Meeting. 




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        (iii)    RIGHT
TO DECLINE NONEMPLOYEE DIRECTOR OPTION. Notwithstanding the foregoing, any person may elect not to receive a Nonemployee Director option by delivering written
notice of such election to the Board no later than the day prior to the date such Nonemployee Director Option would otherwise be granted. A person so declining a Nonemployee Director option shall
receive no payment or other consideration in lieu of such declined Nonemployee Director Option. A person who has declined a Nonemployee Director option may revoke such election by delivering written
notice of such revocation to the Board no later than the day prior to the date such Nonemployee Director Option would be granted pursuant to Section 6.5(a)(i) or 6.5(a)(ii), as the case
may be. 




        (b)  EXERCISE
PRICE. The exercise price per share of Stock subject to a Nonemployee Director option shall be the Fair Market Value of a share of Stock on the date the
Nonemployee Director Option is granted. 


        (c)  EXERCISE
PERIOD. Each Nonemployee Director Option shall terminate and cease to be exercisable on the date ten (10) years after the date of grant of the
Nonemployee Director Option unless earlier terminated pursuant to the terms of the Plan or the Option Agreement. 


        (d)  RIGHT
TO EXERCISE NONEMPLOYEE DIRECTOR OPTIONS. 



        (i)    INITIAL
OPTIONS. Except as otherwise provided in the Option Agreement, each initial Option shall become vested and exercisable cumulatively for 1/3 of the
shares of Stock initially subject to the option on each of the first three (3) anniversaries of the date on which the initial Option was granted, provided that the Optionee's Service has not
terminated prior to the relevant date. 


        (ii)    ANNUAL
OPTIONS. Except as otherwise provided in the option Agreement, each Annual Option shall become fully vested and exercisable on the first anniversary of the date
of grant, provided the Optionee's Service has not terminated prior to such date. 




        (e)  EFFECT
OF TERMINATION OF SERVICE ON NONEMPLOYEE DIRECTOR OPTIONS. 



        (i)    OPTION
EXERCISABILITY. Subject to earlier termination of the Nonemployee Director Option as otherwise provided herein, a Nonemployee Director Option shall be exercisable
after an Optionee's termination of Service as follows: 



        (A)    DISABILITY.
If the Optionee's Service with the Participating Company Group is terminated because of the Disability of the Optionee, the Nonemployee Director Option, to
the extent unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the Optionee (or the Optionee's guardian or legal representative) at any time prior
to the expiration of twelve (12) months after the date on which the Optionee's Service terminated, but in any event no later than the date of expiration of the Option Expiration Date. 


        (B)    DEATH.
If the Optionee's Service with the Participating Company Group is terminated because of the death of the Optionee, the Nonemployee Director Option, to the extent
unexercised and exercisable on the date on which the Optionee's Service terminated, may be exercised by the optionee's legal representative or other person who acquired the right to exercise the
Nonemployee Director option by reason of the Optionee's death at any time prior to the expiration of twelve (12) months after the date on which the Optionee's Service terminated, but in any
event no later than the Option Expiration Date. The Optionee's Service shall be deemed to have terminated on account of death if the Optionee dies within six (6) months after the Optionee's
termination of Service. 





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        (C)    OTHER
TERMINATION OF SERVICE. If the Optionee's Service with the Participating Company Group terminates for any reason, except Disability or death, the Nonemployee
Director Option, to the extent unexercised and exercisable by the Optionee on the date on which the Optionee's Service terminated, may be exercised by the Optionee within six (6) months after
the date on which the Optionee's Service terminated, but in any event no later than the Option Expiration Date. 




        (ii)    EXTENSION
IF OPTIONEE SUBJECT TO SECTION 16(b). Notwithstanding the foregoing, if a sale within the applicable time periods set forth in
section 6.5(e)(i) of shares acquired upon the exercise of the Nonemployee Director Option would subject the Optionee to suit under Section 16(b) of the Exchange Act, the
Nonemployee Director option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Optionee would no longer be
subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Optionee's termination of Service, and (iii) the Option Expiration Date. 





7.    STANDARD FORMS OF OPTION AGREEMENT.  


        7.1    INCENTIVE STOCK OPTIONS.    Unless otherwise provided by the Board at the time the Option is granted, an Option
designated as an "Incentive Stock option" shall comply with and be subject to the terms and conditions set forth in the form of Incentive Stock option Agreement adopted by the Board concurrently with
its adoption of the Plan and as amended from time to time. 


        7.2    NONSTATUTORY STOCK OPTIONS.    Unless otherwise provided by the Board at the time the option is granted, an
option designated as a "Nonstatutory Stock Option" shall comply with and be subject to the terms and conditions set forth in the form of Nonstatutory Stock Option Agreement adopted by the Board
concurrently with its adoption of the Plan and as amended from time to time. 



        7.3    STANDARD TERM OF OPTIONS.    Except as otherwise provided in Section 6.2 or by the Board in the grant of
an Option, any Option granted hereunder shall have a term of ten (10) years from the effective date of grant of the Option. 


        7.4    AUTHORITY TO VARY TERMS.    The Board shall have the authority from time to time to vary the terms of any of
the standard forms of Option Agreement described in this Section 7 either in connection with the grant or amendment of an individual option or in connection with the authorization of a new
standard form or forms; provided, however, that the terms and conditions of any such new, revised or amended standard form or forms of Option Agreement are not inconsistent with the terms of the Plan. 


8.    TRANSFER OF CONTROL.  


        8.1    DEFINITIONS.    



        (a)  An
"OWNERSHIP CHANGE EVENT" shall be deemed to have occurred if any of the following occurs with respect to the Company: 



        (i)    the
direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting
stock of the Company; 


        (ii)    a
merger or consolidation in which the Company is a party; 


        (iii)    the
sale, exchange, or transfer of all or substantially all of the assets of the Company; or 



        (iv)    a
liquidation or dissolution of the Company. 




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        (b)  A
"TRANSFER OF CONTROL" shall mean an Ownership Change Event or a series of related ownership Change Events
(collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as
their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power
of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For
purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a
result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to
determine whether multiple sales or exchanges of the voting stock of the Company or multiple ownership Change Events are related, and its determination shall be final, binding and conclusive. 




        8.2    EFFECT OF TRANSFER OF CONTROL ON OPTIONS.    In the event of a Transfer of Control, the percentage of the
Option that has vested shall be adjusted to 100% (if not already at that percentage) on the date that the Company mails the Optionee notice of the Transfer of Control at the last address shown on the
records of the Company for such Optionee (the "NOTICE"), unless the surviving, continuing, successor, or purchasing corporation or parent corporation thereof, as the case may be (the "ACQUIRING
CORPORATION"), either assumes the Company's rights and obligations under
outstanding Options or substitutes for outstanding Options substantially equivalent options for the Acquiring Corporation's stock. Any Options which are neither assumed or substituted for by the
Acquiring Corporation in connection with the Transfer of Control nor exercised as of the date fifteen days after the Notice of the Transfer of Control shall terminate and cease to be outstanding
effective upon the later of (i) the date of the Transfer of Control or (ii) fifteen days after mailing of the Notice. For purposes of this Section 8.2, an option shall be deemed
assumed if, following the Transfer of Control, the Option confers the right to purchase in accordance with its terms and conditions, for each share of Stock subject to the Option immediately prior to
the Transfer of Control, the consideration (whether stock, cash or other securities or property) to which a holder of a share of Stock on the effective date of the Transfer of Control was entitled.
Notwithstanding the foregoing, shares acquired upon exercise of an Option prior to the Transfer of Control and any consideration received pursuant to the Transfer of Control with respect to such
shares shall continue to be subject to all applicable provisions of the Option Agreement evidencing such Option except as otherwise provided in such Option Agreement. Furthermore, notwithstanding the
foregoing, if the corporation the stock of which is subject to the outstanding options immediately prior to an Ownership Change Event described in Section 8.1(a)(i) constituting a
Transfer of Control is the surviving or continuing corporation and immediately after such ownership Change Event less than fifty percent (50%) of the total combined voting power of its voting stock is
held by another corporation or by other corporations that are members of an affiliated group within the meaning of Section 1504(a) of the Code without regard to the provisions of
Section 1504(b) of the Code, the outstanding options shall not terminate unless the Board otherwise provides in its sole discretion. 


9.    PROVISION OF INFORMATION.    At least annually, copies of the Company's balance sheet and income statement for the just
completed fiscal year shall be made available to each Optionee and purchaser of shares of Stock upon the exercise of an option. The Company shall not be required to provide such information to persons
whose duties in connection with the Company assure them access to equivalent information. 


10.    NONTRANSFERABILITY OF OPTIONS.    During the lifetime of the Optionee, an option shall be exercisable only by the Optionee or
the Optionee's guardian or legal representative. No Option shall be assignable or transferable by the optionee, except by will or by the laws of descent and distribution. 


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11.    INDEMNIFICATION.    In addition to such other rights of indemnification as they may have as members of the Board or officers
or employees of the Participating company Group, members of the Board and any officers or employees of the Participating Company Group to whom authority to act for the Board or the Company is
delegated shall be indemnified by the Company against all reasonable expenses, including attorneys' fees, actually and necessarily 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 right
granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in
satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for
gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days
after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same. 


12.    TERMINATION OR AMENDMENT OF PLAN.    The Board may terminate or amend the Plan at any time. However, subject to changes in
applicable law, regulations or rules that would permit otherwise, without the approval of the Company's stockholders there shall be (a) no increase in the maximum aggregate number of shares of
Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and
(c) no other amendment of the Plan that would require approval of the Company's stockholders under any applicable law, regulation or rule. In any event, no termination or amendment of the Plan
may adversely affect any then outstanding Option or any unexercised portion thereof, without the consent of the Optionee, unless such termination or amendment is required to enable an option
designated as an Incentive Stock Option to qualify as an Incentive Stock option or is necessary to comply with any applicable law, regulation or rule. 



13.    STOCKHOLDER APPROVAL.    The Plan or any increase in the maximum number of shares of Stock issuable thereunder as provided in
Section 4.1 (the "MAXIMUM SHARES") shall be approved by the stockholders of the Company within twelve (12) months of the date of adoption thereof by the Board. Options granted prior to
stockholder approval of the Plan or in excess of the maximum Shares previously, approved by the stockholders shall become exercisable no earlier than the date of stockholder approval of the Plan or
such increase in the Maximum Shares, as the case may be. 


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Exhibit 10.5


INVITROGEN CORPORATION 1997 STOCK OPTION PLAN (as amended)