Exhibit 10.10


 


TANOX, INC.


 


NON-QUALIFIED STOCK OPTION AGREEMENT


2000 Non-Employee Directors’
Stock Option Plan


 


1.                                       Grant of Option.


 


TANOX, INC., a Delaware corporation (the “Company”),
hereby grants to                         
(the “Director”), an option pursuant to the Company’s 2000 Non-Employee
Directors’ Stock Option Plan (the “Plan”) to purchase an aggregate of                  
shares of Common Stock, $.01 par value per share, of the Company (“Common Stock”)
at a price of $             
per share, purchasable as set forth in and subject to the terms and conditions
of this option and the Plan.  A copy of
the Plan is attached hereto and is hereby incorporated by reference herein. The
date of grant of this option is hereinafter referred to as the “Grant Date.”


 


2.                                       Exercise of Option.


 


(a)                                  Except as otherwise provided herein, this
option is exercisable for the first time with respect to 1/36th of
the shares initially covered hereby on each monthly anniversary date of the
Grant Date, such that the option shall be exercisable in full three years after
the Grant Date.  To the extent not
exercised, installments shall be cumulative and shall be exercisable in whole
or in part; provided that no partial exercise of the option shall be for less
than 10 whole shares.


 


This option shall become fully exercisable,
irrespective of the limitations set forth above, provided that the Director has
been in Continuous Service since the Grant Date, upon the Director being
removed from the Board of Directors following a Change in Control.  This option may not be exercised at any time
after the tenth anniversary of the Grant Date.


 


(b)                                 Subject to the conditions hereof, this option
shall be exercisable by the Director contacting the Company’s designated stock
option administration representative, specifying the number of shares to be
purchased and the exercise price to be paid therefor and accompanied by payment
of the exercise price in verifiable funds or as otherwise provided for in the
Plan.


 


(c)                                  A “Change in Control” shall be deemed to have
occurred as of the date that one or more of the following occurs:


 


(i)                                     Individuals who, as of the date hereof,
constitute the entire Board of Directors of the Company (“Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the then


 





















 


Incumbent
Directors shall be considered as though such individual was an Incumbent
Director, but excluding, for this purpose any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest, as such terms are used in Rule 14a-11 under the Securities
Exchange Act of 1934, as amended (“Exchange Act”) or other actual or threatened
solicitation of proxies or consents by or on behalf of any Person (as defined
below) other than the Board;


 


(ii)                                  The stockholders of the Company shall approve
(A) any merger, consolidation or recapitalization of the Company (or, if the
capital stock of the Company is affected, any subsidiary of the Company), or
any sale, lease, or other transfer (in one transaction or a series of transactions
contemplated or arranged by any party as a single plan) of all or substantially
all of the assets of the Company (each of the foregoing being an “Acquisition
Transaction”) where (1) the stockholders of the Company immediately prior to
such Acquisition Transaction would not immediately after such Acquisition
Transaction beneficially own, directly or indirectly, shares or other ownership
interests representing in the aggregate fifty one percent (51%) or more of (a)
the then outstanding common stock or other equity interests of the corporation
or other entity surviving or resulting from such merger, consolidation or
recapitalization or acquiring such assets of the Company, as the case may be
(the “Surviving Entity”) (or of its ultimate parent corporation or other
entity, if any), and (b) the Combined Voting Power of the then outstanding
Voting Securities of the Surviving Entity (or of its ultimate parent
corporation or other entity, if any) or (2) the Incumbent Directors at the time
of the initial approval of such Acquisition Transaction would not immediately
after such Acquisition Transaction constitute a majority of the Board of
Directors, or similar managing group, of the Surviving Entity (or of its
ultimate parent corporation or other entity, if any), or (B) any plan or
proposal for the liquidation or dissolution of the Company; or


 


(iii)  Any Person other than Nancy T. Chang or Tse
Wen Chang shall be or become the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of securities of the
Company representing in the aggregate more than forty percent (40%) of either
(A) the then outstanding shares of common stock of the Company (“Common Stock”)
or (B) the Combined Voting Power of all then outstanding Voting Securities of
the Company; provided, however, that notwithstanding the foregoing, a Change in
Control shall not be deemed to have occurred for purposes of this Subsection (iii):


 


(1)
Solely as a result of an acquisition of securities by the Company which, by
reducing the number of Common Stock or other Voting Securities outstanding,
increases (a) the proportionate number of Common Stock beneficially owned by
any Person to more than forty percent (40%) of the Common Stock then
outstanding, or (b) the proportionate voting power represented by the Voting
Securities beneficially owned by any Person to more than forty percent (40%) of
the Combined Voting Power of all then outstanding Voting Securities; or


 


(2)
Solely as a result of an acquisition of securities directly from the Company
except for any conversion of a security that was not acquired directly from the
Company,


 





















 


(3)
provided, further, that if any Person referred to in paragraph (1) or (2) of
this Subsection (iii) shall thereafter become the beneficial owner of any
additional Common Stock or other Voting Securities of the Company (other than
pursuant to a stock split, stock dividend or similar transaction), then a
Change in Control shall be deemed to have occurred for purposes of this Subsection (iii).


 


(iv)                              For purposes of this Section (c):


 


(1)  “Affiliate” shall mean, as to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the specified Person, within the meaning of such terms as used in Rule 405
under the Securities Act of 1933, as amended (“Securities Act”), or any
successor rule.


 


(2)  “Combined Voting Power” shall mean the
aggregate votes entitled to be cast generally in the election of the Board of
Directors, or similar managing group, of a corporation or other entity by
holders of then outstanding Voting Securities of such corporation or other
entity.


 


(3)  “Person” shall mean any individual, entity
(including, without limitation, any corporation, partnership, trust, joint
venture, association or governmental body) or group (as defined in Sections
14(d)(3) or 15(d)(2) of the Exchange Act and the rules and regulations
thereunder); provided, however, that Person shall not include the Company, any
of its subsidiaries, any employee benefit plan of the Company or any of its
majority-owned subsidiaries or any entity organized, appointed or established
by the Company or such subsidiaries for or pursuant to the terms of any such
plan.


 


(4)  “Voting Securities” shall mean all securities
of a corporation or other entity having the right under ordinary circumstances
to vote in an election of the Board of Directors, or similar managing group, of
such corporation or other entity.


 


3.                                       Delivery of Shares.


 


The Representative shall, upon receipt of the
exercise price, together with all applicable taxes and fees, and verification
of funds for the number of shares purchased and paid for, make prompt delivery
of such shares to the Director, provided that if any law or regulation requires
the Representative or the Company to take any action with respect to such
shares before the issuance thereof, then the date of delivery of such shares
shall be extended for the period necessary to complete such action.  No shares shall be issued and delivered upon
exercise of any option unless and until, in the opinion of counsel for the
Company, any applicable registration requirements of the Securities Act, any
applicable listing requirements of any national securities exchange on which
stock of the same class is then listed, and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery,
shall have been fully complied with.


 





















 


4.                                       Miscellaneous.


 


(a)                                  Except as provided herein, this Agreement may
not be amended or otherwise modified unless evidenced in writing and signed by
the Company and the Director.


 


(b)                                 All notices under this Agreement shall be
mailed or delivered by hand to the parties at their respective addresses set forth
beneath their names below or at such other address as may be designated in
writing by either of the parties to one another.


 


(c)                                  This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.


 


 


	
  Grant Date:

  	
  TANOX, INC.

  	 

	
   

  	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
								



 


DIRECTOR’S
ACCEPTANCE


 


The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.


 


	
  DIRECTOR

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature

  



 





















 


TANOX, INC.


NON-QUALIFIED STOCK OPTION
AGREEMENT


2000 Non-Employee Directors’ Stock Option Plan


 


1.
Grant of Option.


 


TANOX,
INC., a Delaware corporation (the Company”), hereby grants to                   
(the “Director”) an option pursuant to the Company’s 2000 Non-Employee
Directors’ Stock Option Plan (the “Plan”) to purchase an aggregate of              
shares of Common Stock, $01 par value per share, of the Company (“Common Stock”)
at a price of                  
per share, purchasable as set forth in and subject to the terms and conditions
of this option and the Plan. A copy of the Plan is attached hereto and is
hereby incorporated by reference herein. The date of grant of this option is
hereinafter referred to as the “date of grant.”


 


2.
Exercise of Option.


 


(a)                                  Except as otherwise provided herein, this
option is exercisable for the first time with respect to 1/36th of the shares
initially covered hereby on each monthly anniversary date of the date of grant,
such that the option shall be exercisable in full three years after the date of
grant. To the extent not exercised, installments shall be cumulative and shall
be exercisable in whole or in part; provided that no partial exercise of the
option shall be for less than 10 whole shares.


 


In
addition to any provisions contained in the Plan with respect to a change in
control of the Company, this option shall become fully exercisable,
irrespective of the limitations set forth above, provided that the Director has
been in Continuous Service since the date of grant, upon the Director being
removed from the Board of Directors following a Change in Control (as defined
below). This option may not be exercised at any time after the tenth
anniversary of the date of grant.


 


(b)                                 Subject to the conditions hereof, this option
shall be exercisable by the Director giving written notice of exercise to the
Company, specifying the number of shares to be purchased and the purchase price
to be paid therefor and accompanied by payment of the exercise price in cash or
by check or as otherwise provided for in the Plan. Such exercise shall be
effective upon receipt by the Treasurer of the Company of the written notice
together with the required payment.


 


(c)                                  A “Change in Control” for purposes of this
agreement shall be deemed to have occurred as of the date that one or more of
the following occurs:


 


(i)                                     Individuals who, as of the date hereof,
constitute the entire Board of Directors of the Company (“Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the then


 





















 


Incumbent
Directors shall be considered as though such individual was an Incumbent Director,
but excluding, for this purpose any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest,
as such terms are used in Rule 1 4a-1 1 under the Securities Exchange Act of
1934, as amended (“Exchange Act”) or other actual or threatened solicitation of
proxies or consents by or on behalf of any Person (as defined below) other than
the Board;


 


(ii)                                  The stockholders of the Company shall approve
(A) any merger, consolidation or recapitalization of the Company (or, if the
capital stock of the Company is affected, any subsidiary of the Company), or
any sale, lease, or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Company (each of the foregoing being an ‘Acquisition
Transaction”) where (1) the stockholders of the Company immediately prior to
such Acquisition Transaction would not immediately after such Acquisition
Transaction beneficially own, directly or indirectly, shares or other ownership
interests representing in the aggregate fifty one percent (51%) or more of (a)
the then outstanding common stock or other equity interests of the corporation
or other entity surviving or resulting from such merger, consolidation or
recapitalization or acquiring such assets of the Company, as the case may be
(the “Surviving Entity) (or of its ultimate parent corporation or other entity,
if any), and (b) the Combined Voting Power of the then outstanding Voting
Securities of the Surviving Entity (or of its ultimate parent corporation or
other entity, if any) or (2) the Incumbent Directors at the time of the initial
approval of such Acquisition Transaction would not immediately after such Acquisition
Transaction constitute a majority of the Board of Directors, or similar
managing group, of the Surviving Entity (or of its ultimate parent corporation
or other entity, if any), or (B) any plan or proposal for the liquidation or
dissolution of the Company; or


 


(iii)
Any Person other than Nancy T. Chang or Tse Wen Chang shall be or become the
beneficial owner (as defined in Rules 1 3d-3 and 1 3d-5 under the Exchange
Act), directly or indirectly, of securities of the Company representing in the
aggregate more than forty percent (40%) of either (A) the then outstanding
shares of common stock of the Company (“Common Stock”) or (B) the Combined
Voting Power of all then outstanding Voting Securities of the Company;
provided, however, that notwithstanding the foregoing, a Change in Control
shall not be deemed to have occurred for purposes of this Subsection (iii):


 


(1)                                  Solely as a result of an acquisition of
securities by the Company which, by reducing the number of Common Stock or
other Voting Securities outstanding, increases (a) the proportionate number of
Common Stock beneficially owned by any Person to more than forty percent (40%)
of the Common Stock then outstanding, or (b) the proportionate voting power
represented by the Voting Securities beneficially owned by any Person to more
than forty percent (40%) of the Combined Voting Power of all then outstanding
Voting Securities; or


 


(2)                                  Solely as a result of an acquisition of
securities directly from the Company except for any conversion of a security
that was not acquired directly from the Company,


 





















 


(3)                                  provided, further, that if any Person
referred to in paragraph (1) or (2) of this Subsection (iii) shall
thereafter become the beneficial owner of any additional Common Stock or other
Voting Securities of the Company (other than pursuant to a stock split, stock
dividend or similar transaction), then a Change in Control shall be deemed to
have occurred for purposes of this Subsection (iii).


 


(iv)
For purposes of this Section (c):


 


(1)                                  “Affiliate” shall mean, as to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the specified Person, within the meaning of such terms as used in Rule 405
under the Securities Act of 1933, as amended (“Securities Act”), or any
successor rule.


 


(2)                                  “Combined Voting Power” shall mean the
aggregate votes entitled to be cast generally in the election of the Board of
Directors, or similar managing group, of a corporation or other entity by
holders of then outstanding Voting Securities of such corporation or other
entity.


 


(3)                                  “Person” shall mean any individual, entity
(including, without limitation, any corporation, partnership, trust, joint
venture, association or governmental body) or group (as defined in Sections
14(d)(3) or 1 5(d)(2) of the Exchange Act and the rules and regulations
thereunder); provided, however, that Person shall not include the Company, any
of its subsidiaries, any employee benefit plan of the Company or any of its
majority-owned subsidiaries or any entity organized, appointed or established
by the Company or such subsidiaries for or pursuant to the terms of any such
plan.


 


(4)                                  “Voting Securities” shall mean all securities
of a corporation or other entity having the right under ordinary circumstances
to vote in an election of the Board of Directors, or similar managing group, of
such corporation or other entity.


 


3.                                       Delivery of Shares.


 


The
Company shall, upon receipt of the purchase price, and verification of funds
for the number of shares purchased and paid for, make prompt delivery of such
shares to the Director, provided that if any law or regulation requires the
Company to take any action with respect to such shares before the issuance
thereof, then the date of delivery of such shares shall be extended for the
period necessary to complete such action. No shares shall be issued and
delivered upon exercise of any option unless and until, in the opinion of
counsel for the Company, any applicable registration requirements of the
Securities Act, any applicable listing requirements of any national securities
exchange on which stock of the same class is then listed, and any other
requirements of law or of any regulatory bodies having jurisdiction over such issuance
and delivery, shall have been fully complied with.


 





















 


4.                                       Certain Limits.


 


Notwithstanding
anything in this Agreement to the contrary, if any amounts due to the Director
under this Agreement and any other plan or program of the Company constitute a “parachute
payment,” as such term is defined in Code Section 280G(b)(2), and the
amount of the parachute payment, reduced by all federal, state and local taxes
applicable thereto, including the excise tax imposed pursuant to Code Section 4999,
is less than the amount the Director would receive if he were paid three times
his “base amount,” as defined in Code Section 280G(b)(3), less one dollar,
reduced by all federal, state and local taxes applicable thereto, then the
aggregate of the amounts constituting the parachute payment shall be reduced to
an amount that will equal three times his base amount less one dollar. The
determinations to be made with respect to this section shall be made by an
accounting firm jointly selected by the Company’s Board of Directors and the
Director and paid by the Company, and which may be the Company’s independent
auditors.


 


5.
Miscellaneous.


 


(a)                                  Except as provided herein, this Agreement may
not be amended or otherwise modified unless evidenced in writing and signed by
the Company and the Director.


 


(b)                                 All notices under this Agreement shall be
mailed or delivered by hand to the parties at their respective addresses set
forth beneath their names below or at such other address as may be designated
in writing by either of the parties to one another.


 


(c)                                  This Agreement shall be governed by and
construed in accordance with the laws of the State of Texas.


 


 


	
  Date of Grant:

  	
  TANOX, INC.

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  
									



 


DIRECTOR’S
ACCEPTANCE


 


The
undersigned hereby accepts the foregoing option and agrees to the terms and
conditions thereof.


 


	
  DIRECTOR

  
	
   

  	
   

  
	
  Signature

  
	
  Address:

  	
   

  	
   

  
				



 





















 


STOCK OPTION AGREEMENT


 


Agreement
made effective as of the                            ,
between TANOX, INC., a Delaware corporation (the “Company”), and                     
(“Director’) to carry out the purposes of the Tanox, Inc. 1992 Non-Employee
Directors Stock Option Plan (the Plan”), a copy of which is attached hereto as
Exhibit A, by affording Director the opportunity to purchase shares of the $01
par value common stock of the Company (the “Stock”).


 


In
consideration of the mutual agreements and other matters set forth herein and
in the Plan, the Company and Director hereby agree as follows:


 


1.
Grant of Option.


 


The
Company hereby grants to Director an option pursuant to the Plan to purchase an
aggregate of               
shares of Stock at a price of                 
per share, purchasable as set forth in and subject to the terms and conditions
of this Option and the Plan.


 


The
Option may not be assigned, transferred or disposed of by Director other than
by will or the laws of descent and distribution. For purposes of this
Paragraph, “disposed of” shall mean any gift or inter vivos transfer; any
transfer to a trust; any lien, pledge, mortgage or other encumbrance; any
transfer by reason of marital property laws or any decree of divorce,
separation or property division; any disposition pursuant to court, bankruptcy,
administrative or similar proceedings; or any disposition whatsoever, whether
voluntary or involuntary. During Director’s lifetime, the Option shall be
exercisable only by Director. Upon death, disability, cessation of service or
voluntary resignation, the Option shall be exercisable under the terms of Article VI
of the Plan.


 


2.                                       Exercise of Option.


 


(a)
Subject to the earlier expiration or termination of this Option as provided
under the Plan, this Option may be exercised for such percentage of the
aggregate number of shares covered by this Option as determined in accordance
with the following schedule:


 


1
/36th of the shares initially covered by this Option shall become exercisable on
each monthly anniversary of the date of grant, such that the Option shall be
fully exercisable three years after the date of grant.


 


To
the extent not exercised, installments shall be cumulative and shall be
exercisable in whole or in part; provided that no partial exercise of the
Option shall be for less than 10 whole shares.


 


Provided
that Director has been in Continuous Service (as defined below) since the date
of grant, this option shall become fully exercisable, irrespective of the
limitations set forth above, upon the Director being removed from the Board of
Directors following


 





















 


a
Change in Control (as defined below). This option may not be exercised at any time
after the tenth anniversary of the date of grant.


 


(b)
Subject to the conditions hereof, Director may exercise giving written notice
thereof to the Company, specifying the number of shares to be purchased and the
purchase price to be paid therefor and accompanied by payment of the exercise
price in cash or by check or as otherwise provided for in the Plan. Such
exercise shall be effective upon receipt by the Company of the written notice
together with the required payment.


 


(c)
A “Change in Control” for purposes of this agreement shall be deemed to have
occurred as of the date that one or more of the following occurs:


 


(i)                                     Individuals who, as of the date hereof,
constitute the entire Board of Directors of the Company (“Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the then Incumbent Directors shall
be considered as though such individual was an Incumbent Director, but
excluding, for this purpose any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest,
as such terms are used in Rule 14a-1 1 under the Securities Exchange Act of
1934, as amended (“Exchange Act”) or other actual or threatened solicitation of
proxies or consents by or on behalf of any Person (as defined below) other than
the Board;


 


(ii)                                  The stockholders of the Company shall approve
(A) any merger, consolidation or recapitalization of the Company (or, if the
capital stock of the Company is affected, any subsidiary of the Company), or
any sale, lease, or other transfer (in one transaction or a series of
transactions contemplated or arranged by any party as a single plan) of all or
substantially all of the assets of the Company (each of the foregoing being an “Acquisition
Transaction’) where (1) the stockholders of the Company immediately prior to
such Acquisition Transaction would not immediately after such Acquisition
Transaction beneficially own, directly or indirectly, shares or other ownership
interests representing in the aggregate fifty one percent (51%) or more of (a)
the then outstanding common stock or other equity interests of the corporation
or other entity surviving or resulting from such merger, consolidation or
recapitalization or acquiring such assets of the Company, as the case maybe
(the “Surviving Entity”) (or of its ultimate parent corporation or other
entity, if any), and (b) the Combined Voting Power of the then outstanding
Voting Securities of the Surviving Entity (or of its ultimate parent
corporation or other entity, if any) or (2) the Incumbent Directors at the time
of the initial approval of such Acquisition Transaction would not immediately
after such Acquisition Transaction constitute a majority of the Board of
Directors, or similar managing group, of the Surviving Entity (or of its
ultimate parent corporation or other entity, if any), or (B) any plan or
proposal for the liquidation or dissolution of the Company; or


 


(iii)
Any Person other than Nancy T. Chang or Tse Wen Chang shall be or become the
beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
directly


 





















 


or
indirectly, of securities of the Company representing in the aggregate more
than forty percent (40%) of either (A) the then outstanding shares of common
stock of the Company (“Common Stock”) or (B) the Combined Voting Power of all
then outstanding Voting Securities of the Company; provided, however, that
notwithstanding the foregoing, a Change in Control shall not be deemed to have
occurred for purposes of this Subsection (iii):


 


(1)                                  Solely as a result of an acquisition of
securities by the Company which, by reducing the number of Common Stock or
other Voting Securities outstanding, increases (a) the proportionate number of
Common Stock beneficially owned by any Person to more than forty percent (40%)
of the Common Stock then outstanding, or (b) the proportionate voting power
represented by the Voting Securities beneficially owned by any Person to more
than forty percent (40%) of the Combined Voting Power of all then outstanding
Voting Securities; or


 


(2)                                  Solely as a result of an acquisition of
securities directly from the Company except for any conversion of a security
that was not acquired directly from the Company,


 


(3)                                  provided further, that, if any Person
referred to in paragraph (1) or (2) of this Subsection (iii) shall
thereafter become the beneficial owner of any additional Common Stock or other
Voting Securities of the Company (other than pursuant to a stock split, stock
dividend or similar transaction), then a Change in Control shall be deemed to
have occurred for purposes of this Subsection (iii).


 


(iv)
For purposes of this Section (c):


 


(1)                                  “Affiliate’ shall mean, as to a specified
Person, another Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with,
the specified Person, within the meaning of such terms as used in Rule 405
under the Securities Act of 1933, as amended (“Securities Act”), or any
successor rule.


 


(2)                                  “Combined Voting Power” shall mean the
aggregate votes entitled to be cast generally in the election of the Board of
Directors, or similar managing group, of a corporation or other entity by
holders of then outstanding Voting Securities of such corporation or other
entity.


 


(3)                                  “Person” shall mean any individual, entity
(including, without limitation, any corporation, partnership, trust, joint
venture, association or governmental body) or group (as defined in Sections
14(d)(3) or 15(d)(2) of the Exchange Act and the rules and regulations
thereunder); provided, however, that Person shall not include the Company, any
of its subsidiaries, any employee benefit plan of the Company or any of its
majority-owned subsidiaries or any entity organized, appointed or established
by the Company or such subsidiaries for or pursuant to the terms of any such
plan.


 





















 


(4)                                  “Voting Securities” shall mean all securities
of a corporation or other entity having the right under ordinary circumstances
to vote in an election of the Board of Directors, or similar managing group, of
such corporation or other entity.


 


In
no event shall this Option be exercisable after the expiration of ten (10)
years from the date of grant hereof. The purchase price of shares as to which
this Option is exercised shall be paid in full at the time of exercise (a) in
cash (including electronic wire, certified bank draft or money order payable to
the order of the Company), (b) by delivering to the Company unrestricted shares
of Stock held by Director for more than six months having a fair market value
equal to the purchase price, or (c) a combination of cash and such shares of
Stock. For purposes of this Agreement, fair market value of the Stock shall be
determined in accordance with the provisions of the Plan. No fraction of a
share of Stock shall be issued by the Company upon exercise of a option or
accepted by the Company in payment of the exercise price thereof; rather,
Director shall provide a cash payment for such cash amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock.


 


Unless
and until a certificate or certificates representing such shares shall have
been issued by the Company to Director, Director (or the person permitted to
exercise this Option in the event of Director’s death) shall not be or have any
of the rights or privileges of a shareholder of the Company with respect to
shares acquirable upon an exercise of this Option.


 


3.
Withholding of Tax.


 


To
the extent that the exercise of this Option or the disposition of shares of
Stock acquired by exercise of this Option results in compensation income to
Director for federal or state income tax purposes, Director shall pay to the
Company at the time of such exercise or disposition such amount of money as the
Company may require to meet its obligation under applicable tax laws or regulations
and, if Director fails to do so, the Company is authorized to withhold from any
cash remuneration then or thereafter payable to Director any tax required to be
withheld by reason of such resulting compensation income.


 


4.
Termination of Relationship.


 


Any
question as to whether and when there has been a termination of Director’s
position with the Company, and the cause of such termination, shall be
determined by the Board of Directors of Company, and its determination shall be
final. Neither the Plan, this Agreement nor the award of this Option shall be
deemed to create any obligation on the part of the Company or its Board of
Directors-to nominate Director for reelection by the Company’s shareholders,
nor confer upon Director the right to remain a member of the Board of Directors
for any period of time, or at any particular rate of compensation.


 





















 


5.
Binding Effect. This Agreement shall be binding upon and inure to the
benefit of any successors to the Company and all persons lawfully claiming
under Director.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by one of
its duly authorized officers, and Director has executed this Agreement, all as
of the day and year first above written.


 


	
   

  	
  TANOX, INC.

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  



 





















 


STOCK OPTION AGREEMENT


 


Agreement
made effective as of the          day
of               ,
between TANOX, INC., a Texas corporation (the “Company”), and                       
(‘Director”).


 


To
carry out the purposes of the Tanox Biosystems, Inc. 1992 Non-Employee
Directors Stock Option Plan (the “Plan”), a copy of which is attached hereto as
Exhibit A, by affording Director the opportunity to purchase shares of the $01
par value common stock of the Company (the “Stock”), and in consideration of
the mutual agreements and other matters set forth herein and in the Plan, the
Company and Director hereby agree as follows:


 


1.                                       Grant of Option. The Company hereby irrevocably grants to
Director the right and option (“Option”) to purchase all or any part of an aggregate
of             
shares of Stock, on the terms and conditions set forth herein and in the Plan,
which is incorporated herein by reference as a part of this Option. This Option
is not intended to constitute an incentive stock option, within the meaning of section 422A
(b) of the Internal Revenue Code of 1986, as amended (the “Code”).


 


This
Agreement, the grant of the Option, the Option and the exercise of the Option
are in all respects governed by the provisions of the Plan. The Option may not
be assigned, transferred or disposed of by Director other than by will or the
laws of descent and distribution. For purposes of this Paragraph, ‘disposed of’
shall mean any gift or inter vivos transfer; any transfer to a trust: any lien,
pledge, mortgage or other encumbrance; any transfer by reason of marital
property laws or any decree of divorce, separation or property division; any
disposition pursuant to court, bankruptcy, administrative or similar
proceedings; or any disposition whatsoever, whether voluntary or involuntary.
During Director’s lifetime, the Option shall be exercisable only by Director.
Upon death, disability, cessation of service or voluntary resignation, the
Option shall be exercisable under the terms of Article VI of the Plan. +


 


2.                                       Purchase Price. The purchase price of Stock purchased
pursuant to the exercise of this Option shall be             
per share.


 


3.                                       Exercise of Option. Subject to the earlier expiration or
termination of this Option as provided under the Plan, this Option shall be
cumulative and may be exercised, by written notice to the Company, only at such
time or times and for such percentage of the aggregate number of shares offered
by this Option, determined by the number of full years from the date of grant
hereof to the date of such exercise, in accordance with the following schedule:


 





















 




	
  Number of

  Full Years

  	
   

  	
  Number of

  Shares

  Purchasable

  	
   

  	
  Cumulative

  Shares

  Purchasable

  	
   

  
	
  1 year

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2years

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  3 years

  	
   

  	
   

  	
   

  	
   

  	
   

  






 


Notwithstanding
the foregoing, no Option shall be exercisable until the information required by
Rule 1 6b-3(b) of the Securities Exchange act of 1934, as amended, with respect
to the Plan is disseminated in accordance with the provisions of such Rule on
or prior to the date of the first annual meeting of shareholders held after the
first registration of an equity security of the Company under Section 12
of such Act.


 


At
or prior to the time this Option becomes exercisable, the Company shall provide
to Director certain information regarding the Company and the Stock useful to
Director in making an investment decision, if such information is not otherwise
available to Director.


 


In
no event shall this Option be exercisable after the expiration of One Hundred
Twenty-One (121) months from the date of grant hereof. The purchase price of
shares as to which this Option is exercised shall be paid in full at the time
of exercise (a) in cash (including check, bank draft or money order payable to
the order of the Company), (b) by delivering to the Company unrestricted shares
of Stock held by Director for more than six months having a fair market value
equal to the purchase price, or (c) a combination of cash and such shares of
Stock. For purposes of this Agreement, fair market value of the Stock shall be
determined in accordance with the provisions of the Plan. No fraction of a
share of Stock shall be issued by the Company upon exercise of a option or
accepted by the Company in payment of the exercise price thereof; rather,
Director shall provide a cash payment for such cash amount as is necessary to
effect the issuance and acceptance of only whole shares of Stock.


 


Unless
and until a certificate or certificates representing such shares shall have
been issued by the Company to Director, Director (or the person permitted to
exercise this Option in the event of Directors death) shall not be or have any
of the rights or privileges of a shareholder of the Company with respect to
shares acquirable upon an exercise of this Option.


 


4.                                       Withholding of Tax. To the extent that the exercise of this Option
or the disposition of shares of Stock acquired by exercise of this Option
results in compensation income to Director for federal or state income tax
purposes, Director shall pay to the Company at the time of such exercise or
disposition such amount of money as the Company may require to meet its
obligation under applicable tax laws or regulations and, if Director fails to
do so, the Company is authorized to withhold from any cash remuneration then or
thereafter payable to Director any tax required to be withheld by reason of
such resulting compensation income.


 





















 


5.                                       Status of Stock. The Company may register for issue under
the Securities Act of 1933, as amended (the “Act”), the Option and the shares
of Stock acquirable upon exercise of this Option, and may keep such
registration effective throughout the period this Option is exercisable. In the
absence of such effective registration or an available exemption from
registration under the Act, exercise of this Option and delivery of shares of
Stock acquirable upon such exercise will be delayed until registration of such
shares is effective or an exemption from registration under the Act is
available. If the stock is not registered and an exemption from registration
under the Act is available upon an exercise of this Option, Director (or the
person permitted to exercise this Option in the event of Director’s death or
incapacity), if requested by the Company to do so, will be required to execute
and deliver to the Company in writing an agreement containing such
representations and other provisions as the Company may require to evidence
Director’s qualification to acquire the Stock and otherwise assure compliance
with applicable securities laws.


 


No
sale, transfer or other disposition of any shares of Stock acquired upon
exercise of this Option shall be made in the absence of an effective
registration statement being on file with respect to such shares under the Act
unless an opinion of counsel satisfactory to the Company that such sale or
disposition will not constitute a violation of the Act or any other applicable
securities laws is first delivered by Director to the Company.


 


The
certificates representing shares of Stock acquired under this Option may bear
such legend as the Committee deems appropriate, referring to the provisions of
this Paragraph 5.


 


6.                                       Termination of Relationship. Any question as to whether and when there
has been a termination of Director’s position with the Company, and the cause
of such termination, shall be determined by the Board of Directors of Company,
and its determination shall be final. Neither the Plan, this Agreement nor the
award of this Option shall be deemed to create any obligation on the part of
the Company or its Board of Directors to nominate Director for reelection by
the Company’s shareholders, nor confer upon Director the right to remain a
member of the Board of Directors for any period of time, or at any particular
rate of compensation.


 


7.                                       Binding Effect. This Agreement shall be binding upon and
inure to the benefit of any successors to the Company and all persons lawfully
claiming under Director.


 


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed by one of
its duly authorized officers, and Director has executed this Agreement, all as
of the day and year first above written.


 


	
   

  	
  TANOX, INC.

  
	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director