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                                 EXHIBIT 10.1




                           ADVANCED MEDICINE, INC.


                               1997 STOCK PLAN


                          ADOPTED ON JUNE 23, 1997



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                              TABLE OF CONTENTS

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SECTION 1. ESTABLISHMENT AND PURPOSE..................................................................1

SECTION 2. ADMINISTRATION.............................................................................1

     (a)  Committees of the Board of Directors........................................................1
     (b)  Authority of the Board of Directors.........................................................1

SECTION 3. ELIGIBILITY................................................................................1

     (a)  General Rule................................................................................1
     (b)  Ten-Percent Stockholders....................................................................1

SECTION 4. STOCK SUBJECT TO PLAN......................................................................2

     (a)  Basic Limitation............................................................................2
     (b)  Additional Shares...........................................................................2

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES....................................................2

     (a)  Stock Purchase Agreement....................................................................2
     (b)  Duration of Offers and Nontransferability of Rights.........................................2
     (c)  Purchase Price..............................................................................3
     (d)  Withholding Taxes...........................................................................3
     (e)  Restrictions on Transfer of Shares and Minimum Vesting......................................3
     (f)  Accelerated Vesting.........................................................................3

SECTION 6. TERMS AND CONDITIONS OF OPTIONS............................................................3

     (a)  Stock Option Agreement......................................................................3
     (b)  Number of Shares............................................................................4
     (c)  Exercise Price..............................................................................4
     (d)  Withholding Taxes...........................................................................4
     (e)  Exercisability..............................................................................4
     (f)  Accelerated Exercisability..................................................................4
     (g)  Basic Term..................................................................................5
     (h)  Nontransferability..........................................................................5
     (i)  Termination of Service (Except by Death)....................................................5
     (j)  Leaves of Absence...........................................................................5
     (k)  Death of Optionee...........................................................................6
     (l)  No Rights as a Stockholder..................................................................6
     (m)  Modification, Extension and Assumption of Options...........................................6
     (n)  Restrictions on Transfer of Shares and Minimum Vesting......................................6



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     (o)  Accelerated Vesting.........................................................................7

SECTION 7. PAYMENT FOR SHARES.........................................................................7

     (a)  General Rule................................................................................7
     (b)  Surrender of Stock..........................................................................7
     (c)  Services Rendered...........................................................................7
     (d)  Promissory Note.............................................................................7
     (e)  Exercise/Sale...............................................................................8
     (f)  Exercise/Pledge.............................................................................8

SECTION 8. ADJUSTMENT OF SHARES.......................................................................8

     (a)  General.....................................................................................8
     (b)  Mergers and Consolidations..................................................................8
     (c)  Reservation of Rights.......................................................................9

SECTION 9. SECURITIES LAWS REQUIREMENTS...............................................................9

     (a)  General.....................................................................................9
     (b)  Financial Reports...........................................................................9

SECTION 10. NO RETENTION RIGHTS.......................................................................9

SECTION 11. DURATION AND AMENDMENTS...................................................................9

     (a)  Term of the Plan............................................................................9
     (b)  Right to Amend or Terminate the Plan.......................................................10
     (c)  Effect of Amendment or Termination.........................................................10

SECTION 12. DEFINITIONS..............................................................................10

SECTION 13. EXECUTION................................................................................13

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                   ADVANCED MEDICINE, INC. 1997 STOCK PLAN


SECTION 1. ESTABLISHMENT AND PURPOSE.

         The purpose of the Plan is to offer selected individuals an
opportunity to acquire a proprietary interest in the success of the Company,
or to increase such interest, by purchasing Shares of the Company's Stock.
The Plan provides both for the direct award or sale of Shares and for the
grant of Options to purchase Shares. Options granted under the Plan may
include Nonstatutory Options as well as ISOs intended to qualify under
Section 422 of the Code.

         Capitalized terms are defined in Section 12.

SECTION 2. ADMINISTRATION.

         (a)   COMMITTEES OF THE BOARD OF DIRECTORS. The Plan may be
administered by one or more Committees. Each Committee shall consist of one
or more members of the Board of Directors who have been appointed by the
Board of Directors. Each Committee shall have such authority and be
responsible for such functions as the Board of Directors has assigned to it.
If no Committee has been appointed, the entire Board of Directors shall
administer the Plan. Any reference to the Board of Directors in the Plan
shall be construed as a reference to the Committee (if any) to whom the Board
of Directors has assigned a particular function.

         (b)   AUTHORITY OF THE BOARD OF DIRECTORS. Subject to the provisions
of the Plan, the Board of Directors shall have full authority and discretion
to take any actions it deems necessary or advisable for the administration of
the Plan. All decisions, interpretations and other actions of the Board of
Directors shall be final and binding on all Purchasers, all Optionees and all
persons deriving their rights from a Purchaser or Optionee.

SECTION 3. ELIGIBILITY.

         (a)   GENERAL RULE. Only Employees, Outside Directors and
Consultants shall be eligible for the grant of Options or the direct award or
sale of Shares. Only Employees shall be eligible for the grant of ISOs.

         (b)   TEN-PERCENT STOCKHOLDERS. An individual who owns more than 10%
of the total combined voting power of all classes of outstanding stock of the
Company, its Parent or any of its Subsidiaries shall not be eligible for
designation as an Optionee or Purchaser unless (i) the Exercise Price is at
least 110% of the Fair Market Value of a Share on the date of grant, (ii) the
Purchase Price (if any) is at least 100% of the Fair Market Value of a Share
and (iii) in the case of an ISO, such ISO by its terms is not exercisable
after the expiration of five years from the date of grant. For purposes of
this Subsection (b), in determining stock ownership, the attribution rules of
Section 424(d) of the Code shall be applied.


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SECTION 4. STOCK SUBJECT TO PLAN.

         (a)   BASIC LIMITATION. Shares offered under the Plan may be
authorized but unissued Shares or treasury Shares. The aggregate number of
Shares that may be issued under the Plan (upon exercise of Options or other
rights to acquire Shares) shall not exceed 2,415,000(1) Shares, subject to
adjustment pursuant to Section 8. The number of Shares that are subject to
Options or other rights outstanding at any time under the Plan shall not
exceed the number of Shares that then remain available for issuance under the
Plan. The Company, during the term of the Plan, shall at all times reserve
and keep available sufficient Shares to satisfy the requirements of the Plan.

         (b)   ADDITIONAL SHARES. In the event that any outstanding Option or
other right for any reason expires or is canceled or otherwise terminated,
the Shares allocable to the unexercised portion of such Option or other right
shall again be available for the purposes of the Plan. In the event that
Shares issued under the Plan are reacquired by the Company pursuant to any
forfeiture provision, right of repurchase or right of first refusal, such
Shares shall again be available for the purposes of the Plan, except that the
aggregate number of Shares which may be issued upon the exercise of ISOs
shall in no event exceed 2,415,000 Shares (subject to adjustment pursuant to
Section 8).

SECTION 5. TERMS AND CONDITIONS OF AWARDS OR SALES.

         (a)   STOCK PURCHASE AGREEMENT. Each award or sale of Shares under
the Plan (other than upon exercise of an Option) shall be evidenced by a
Stock Purchase Agreement between the Purchaser and the Company. Such award or
sale shall be subject to all applicable terms and conditions of the Plan and
may be subject to any other terms and conditions which are not inconsistent
with the Plan and which the Board of Directors deems appropriate for
inclusion in a Stock Purchase Agreement. The provisions of the various Stock
Purchase Agreements entered into under the Plan need not be identical.

         (b)   DURATION OF OFFERS AND NONTRANSFERABILITY OF RIGHTS. Any right
to acquire Shares under the Plan (other than an Option) shall automatically
expire if not exercised by the Purchaser within 30 days after the grant of
such right was communicated to the Purchaser by the Company. Such right shall
not be transferable and shall be exercisable only by the Purchaser to whom
such right was granted.

         (c)   PURCHASE PRICE. The Purchase Price of Shares to be offered
under the Plan shall not be less than 85% of the Fair Market Value of such
Shares, and a higher percentage may be required by Section 3(b). Subject to
the preceding sentence, the Purchase Price shall be determined by the Board
of Directors at its sole discretion. The Purchase Price shall be payable in a
form described in Section 7.


-------------------
(1)  Includes the 615,000-share increase authorized by the Board of
Directors on February 27, 1998, subject to stockholder approval.


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         (d)   WITHHOLDING TAXES. As a condition to the purchase of Shares,
the Purchaser shall make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such purchase.

         (e)   RESTRICTIONS ON TRANSFER OF SHARES AND MINIMUM VESTING. Any
Shares awarded or sold under the Plan shall be subject to such special
forfeiture conditions, rights of repurchase, rights of first refusal and
other transfer restrictions as the Board of Directors may determine. Such
restrictions shall be set forth in the applicable Stock Purchase Agreement
and shall apply in addition to any restrictions that may apply to holders of
Shares generally. In the case of a Purchaser who is not an officer of the
Company, an Outside Director or a Consultant, any right to repurchase the
Purchaser's Shares at the original Purchase Price (if any) upon termination
of the Purchaser's Service shall lapse at least as rapidly as 20% per year
over the five-year period commencing on the date of the award or sale of the
Shares. Any such right may be exercised only within 90 days after the
termination of the Purchaser's Service for cash or for cancellation of
indebtedness incurred in purchasing the Shares.

         (f)   ACCELERATED VESTING. Unless the applicable Stock Purchase
Agreement provides otherwise, any right to repurchase a Purchaser's Shares at
the original Purchase Price (if any) upon termination of the Purchaser's
Service shall lapse and all of such Shares shall become vested if (i) the
Company is subject to a Change in Control before the Purchaser's Service
terminates and (ii) the repurchase right is not assigned to the entity that
employs the Purchaser immediately after the Change in Control or to its
parent or subsidiary. Notwithstanding the foregoing, in the event that (i)
there is an Involuntary Termination within twelve months after a Change in
Control and (ii) the repurchase right had been assigned to the entity that
employs the Purchaser immediately after the Change in Control or to its
parent or subsidiary, then the repurchase right shall lapse and an additional
number of the Purchaser's Shares shall vest, as if the Purchaser performed
Service for an additional twelve months.

SECTION 6. TERMS AND CONDITIONS OF OPTIONS.

         (a)   STOCK OPTION AGREEMENT. Each grant of an Option under the Plan
shall be evidenced by a Stock Option Agreement between the Optionee and the
Company. Such Option shall be subject to all applicable terms and conditions
of the Plan and may be subject to any other terms and conditions which are
not inconsistent with the Plan and which the Board of Directors deems
appropriate for inclusion in a Stock Option Agreement. The provisions of the
various Stock Option Agreements entered into under the Plan need not be
identical.

         (b)   NUMBER OF SHARES. Each Stock Option Agreement shall specify
the number of Shares that are subject to the Option and shall provide for the
adjustment of such number in accordance with Section 8. The Stock Option
Agreement shall also specify whether the Option is an ISO or a Nonstatutory
Option.

         (c)   EXERCISE PRICE. Each Stock Option Agreement shall specify the
Exercise Price. The Exercise Price of an ISO shall not be less than 100% of
the Fair Market Value of a Share on


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the date of grant, and a higher percentage may be required by Section 3(b).
The Exercise Price of a Nonstatutory Option shall not be less than 85% of the
Fair Market Value of a Share on the date of grant, and a higher percentage
may be required by Section 3(b). Subject to the preceding two sentences, the
Exercise Price under any Option shall be determined by the Board of Directors
at its sole discretion. The Exercise Price shall be payable in a form
described in Section 7.

         (d)   WITHHOLDING TAXES. As a condition to the exercise of an
Option, the Optionee shall make such arrangements as the Board of Directors
may require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such exercise.
The Optionee shall also make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with the disposition
of Shares acquired by exercising an Option.

         (e)   EXERCISABILITY. Each Stock Option Agreement shall specify the
date when all or any installment of the Option is to become exercisable. In
the case of an Optionee who is not an officer of the Company, an Outside
Director or a Consultant, an Option shall become exercisable at least as
rapidly as 20% per year over the five-year period commencing on the date of
grant. Subject to the preceding sentence, the exercisability provisions of
any Stock Option Agreement shall be determined by the Board of Directors at
its sole discretion.

         (f)   ACCELERATED EXERCISABILITY. Unless the applicable Stock Option
Agreement provides otherwise, all of an Optionee's Options shall become
exercisable in full if (i) the Company is subject to a Change in Control
before the Optionee's Service terminates, (ii) such Options do not remain
outstanding, (iii) such Options are not assumed by the surviving corporation
or its parent and (iv) the surviving corporation or its parent does not
substitute options with substantially the same terms for such Options.
Notwithstanding the foregoing, in the event that (i) there is an Involuntary
Termination within twelve months after a Change in Control and (ii) the
Options had been assumed or substituted by the surviving corporation or its
parent, then the repurchase right with respect to the Options shall lapse and
an additional number of Shares subject to the Optionee's Options shall become
exercisable and vest, as if the Optionee performed Service for an additional
twelve months.

         (g)   BASIC TERM. The Stock Option Agreement shall specify the term
of the Option. The term shall not exceed 10 years from the date of grant, and
a shorter term may be required by Section 3(b). Subject to the preceding
sentence, the Board of Directors at its sole discretion shall determine when
an Option is to expire.

         (h)   NONTRANSFERABILITY. No Option shall be transferable by the
Optionee other than by beneficiary designation, will or the laws of descent
and distribution. An Option may be exercised during the lifetime of the
Optionee only by the Optionee or by the Optionee's guardian or legal
representative. No Option or interest therein may be transferred, assigned,
pledged or hypothecated by the Optionee during the Optionee's lifetime,
whether by operation of law or otherwise, or be made subject to execution,
attachment or similar process.

         (i)   TERMINATION OF SERVICE (EXCEPT BY DEATH). If an Optionee's
Service terminates for any reason other than the Optionee's death, then the
Optionee's Options shall expire on the


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earliest of the following occasions, unless the periods of time for which the
Options remain exercisable are otherwise extended by the Board of Directors
or Committee:

                 (i)   The expiration date determined pursuant to
         Subsection (g) above;

                (ii)   The date three months after the termination of the
         Optionee's Service for any reason other than Disability; or

               (iii)   The date six months after the termination of the
         Optionee's Service by reason of Disability.

The Optionee may exercise all or part of the Optionee's Options at any time
before the expiration of such Options under the preceding sentence, but only
to the extent that such Options had become exercisable before the Optionee's
Service terminated (or became exercisable as a result of the termination) and
the underlying Shares had vested before the Optionee's Service terminated (or
vested as a result of the termination). The balance of such Options shall
lapse when the Optionee's Service terminates. In the event that the Optionee
dies after the termination of the Optionee's Service but before the
expiration of the Optionee's Options, all or part of such Options may be
exercised (prior to expiration) by the executors or administrators of the
Optionee's estate or by any person who has acquired such Options directly
from the Optionee by beneficiary designation, bequest or inheritance, but
only to the extent that such Options had become exercisable before the
Optionee's Service terminated (or became exercisable as a result of the
termination) and the underlying Shares had vested before the Optionee's
Service terminated (or vested as a result of the termination).

         (j)   LEAVES OF ABSENCE. For purposes of Subsection (i) above,
Service shall be deemed to continue while the Optionee is on a bona fide
leave of absence, if such leave was approved by the Company in writing and if
continued crediting of Service for this purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company).

         (k)   DEATH OF OPTIONEE. If an Optionee dies while the Optionee is
in Service, then the Optionee's Options shall expire on the earlier of the
following dates, unless the periods of time for which the Options remain
exercisable are otherwise extended by the Board of Directors or Committee:

                (i)   The expiration date determined pursuant to
         Subsection (g) above; or

               (ii)   The date 12 months after the Optionee's death.

All or part of the Optionee's Options may be exercised at any time before the
expiration of such Options under the preceding sentence by the executors or
administrators of the Optionee's estate or by any person who has acquired
such Options directly from the Optionee by beneficiary designation, bequest
or inheritance, but only to the extent that such Options had become


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exercisable before the Optionee's death or became exercisable as a result of
the death. The balance of such Options shall lapse when the Optionee dies.

         (l)   NO RIGHTS AS A STOCKHOLDER. An Optionee, or a transferee of an
Optionee, shall have no rights as a stockholder with respect to any Shares
covered by the Optionee's Option until such person becomes entitled to
receive such Shares by filing a notice of exercise and paying the Exercise
Price pursuant to the terms of such Option.

         (m)   MODIFICATION, EXTENSION AND ASSUMPTION OF OPTIONS. Within the
limitations of the Plan, the Board of Directors may modify, extend or assume
outstanding Options or may accept the cancellation of outstanding Options
(whether granted by the Company or another issuer) in return for the grant of
new Options for the same or a different number of Shares and at the same or a
different Exercise Price. The foregoing notwithstanding, no modification of
an Option shall, without the consent of the Optionee, impair the Optionee's
rights or increase the Optionee's obligations under such Option.

         (n)   RESTRICTIONS ON TRANSFER OF SHARES AND MINIMUM VESTING. Any
Shares issued upon exercise of an Option shall be subject to such special
forfeiture conditions, rights of repurchase, rights of first refusal and
other transfer restrictions as the Board of Directors may determine. Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any restrictions that may apply to holders of
Shares generally. In the case of an Optionee who is not an officer of the
Company, an Outside Director or a Consultant, any right to repurchase the
Optionee's Shares at the original Exercise Price upon termination of the
Optionee's Service shall lapse at least as rapidly as 20% per year over the
five-year period commencing on the date of the option grant. Any such
repurchase right may be exercised only within 90 days after the termination
of the Optionee's Service for cash or for cancellation of indebtedness
incurred in purchasing the Shares.

         (o)   ACCELERATED VESTING. Unless the applicable Stock Option
Agreement provides otherwise, any right to repurchase an Optionee's Shares at
the original Exercise Price upon termination of the Optionee's Service shall
lapse and all of such Shares shall become vested if (i) the Company is
subject to a Change in Control before the Optionee's Service terminates and
(ii) the repurchase right is not assigned to the entity that employs the
Optionee immediately after the Change in Control or to its parent or
subsidiary. Notwithstanding the foregoing, in the event that (i) there is an
Involuntary Termination within twelve months after a Change in Control and
(ii) the repurchase right had been assigned to the entity that employs the
Optionee immediately after the Change in Control or to its parent or
subsidiary, then the repurchase right shall lapse and an additional number of
Shares shall become vested as if the Optionee performed Service for an
additional twelve months.

SECTION 7. PAYMENT FOR SHARES.

         (a)   GENERAL RULE. The entire Purchase Price or Exercise Price of
Shares issued under the Plan shall be payable in cash or cash equivalents at
the time when such Shares are purchased, except as otherwise provided in this
Section 7.


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         (b)   SURRENDER OF STOCK. To the extent that a Stock Option
Agreement so provides, all or any part of the Exercise Price may be paid by
surrendering, or attesting to the ownership of, Shares that are already owned
by the Optionee. Such Shares shall be surrendered to the Company in good form
for transfer and shall be valued at their Fair Market Value on the date when
the Option is exercised. The Optionee shall not surrender, or attest to the
ownership of, Shares in payment of the Exercise Price if such action would
cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting
purposes.

         (c)   SERVICES RENDERED. At the discretion of the Board of
Directors, Shares may be awarded under the Plan in consideration of services
rendered to the Company, a Parent or a Subsidiary prior to the award. At the
discretion of the Board of Directors, Shares may also be awarded under the
Plan in consideration of services to be rendered to the Company, a Parent or
a Subsidiary after the award, except that the par value of such Shares, if
newly issued, shall be paid in cash or cash equivalents.

         (d)   PROMISSORY NOTE. To the extent that a Stock Option Agreement
or Stock Purchase Agreement so provides, all or a portion of the Exercise
Price or Purchase Price (as the case may be) of Shares issued under the Plan
may be paid with a full-recourse promissory note. However, the par value of
the Shares, if newly issued, shall be paid in cash or cash equivalents. The
Shares shall be pledged as security for payment of the principal amount of
the promissory note and interest thereon. The interest rate payable under the
terms of the promissory note shall not be less than the minimum rate (if any)
required to avoid the imputation of additional interest under the Code.
Subject to the foregoing, the Board of Directors (at its sole discretion)
shall specify the term, interest rate, amortization requirements (if any) and
other provisions of such note.

         (e)   EXERCISE/SALE. To the extent that a Stock Option Agreement so
provides, and if Stock is publicly traded, payment may be made all or in part
by the delivery (on a form prescribed by the Company) of an irrevocable
direction to a securities broker approved by the Company to sell Shares and
to deliver all or part of the sales proceeds to the Company in payment of all
or part of the Exercise Price and any withholding taxes.

         (f)   EXERCISE/PLEDGE. To the extent that a Stock Option Agreement
so provides, and if Stock is publicly traded, payment may be made all or in
part by the delivery (on a form prescribed by the Company) of an irrevocable
direction to pledge Shares to a securities broker or lender approved by the
Company, as security for a loan, and to deliver all or part of the loan
proceeds to the Company in payment of all or part of the Exercise Price and
any withholding taxes.

SECTION 8. ADJUSTMENT OF SHARES.

         (a)   GENERAL. In the event of a subdivision of the outstanding
Stock, a declaration of a dividend payable in Shares, a declaration of an
extraordinary dividend payable in a form other than Shares in an amount that
has a material effect on the Fair Market Value of the Stock, a


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combination or consolidation of the outstanding Stock into a lesser number of
Shares, a recapitalization, a spin-off, a reclassification or a similar
occurrence, the Board of Directors shall make appropriate adjustments in one
or more of (i) the number of Shares available for future grants under
Section 4, (ii) the number of Shares covered by each outstanding Option or
(iii) the Exercise Price under each outstanding Option.

         (b)   MERGERS AND CONSOLIDATIONS. In the event that the Company is a
party to a merger or consolidation, outstanding Options shall be subject to
the agreement of merger or consolidation. Such agreement, without the
Optionees' consent, may provide for:

                 (i)   The continuation of such outstanding Options by the
         Company (if the Company is the surviving corporation);

                (ii)   The assumption of the Plan and such outstanding
         Options by the surviving corporation or its parent;

               (iii)   The substitution by the surviving corporation or its
         parent of options with substantially the same terms for such
         outstanding Options; or

                (iv)   The cancellation of such outstanding Options without
         payment of any consideration.

         (c)   RESERVATION OF RIGHTS. Except as provided in this Section 8,
an Optionee or Purchaser shall have no rights by reason of (i) any
subdivision or consolidation of shares of stock of any class, (ii) the
payment of any dividend or (iii) any other increase or decrease in the number
of shares of stock of any class. Any issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any
class, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number or Exercise Price of Shares subject to an Option.
The grant of an Option pursuant to the Plan shall not affect in any way the
right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of
its business or assets.

SECTION 9. SECURITIES LAW REQUIREMENTS.

         (a)   GENERAL. Shares shall not be issued under the Plan unless the
issuance and delivery of such Shares comply with (or are exempt from) all
applicable requirements of law, including (without limitation) the Securities
Act of 1933, as amended, the rules and regulations promulgated thereunder,
state securities laws and regulations, and the regulations of any stock
exchange or other securities market on which the Company's securities may
then be traded.

         (b)   FINANCIAL REPORTS. The Company each year shall furnish to
Optionees, Purchasers and stockholders who have received Stock under the Plan
its balance sheet and income statement, unless such Optionees, Purchasers or
stockholders are key Employees whose duties with the Company assure them
access to equivalent information. Such balance sheet and income statement
need not be audited.


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SECTION 10. NO RETENTION RIGHTS.

         Nothing in the Plan or in any right or Option granted under the Plan
shall confer upon the Purchaser or Optionee any right to continue in Service
for any period of specific duration or interfere with or otherwise restrict
in any way the rights of the Company (or any Parent or Subsidiary employing
or retaining the Purchaser or Optionee) or of the Purchaser or Optionee,
which rights are hereby expressly reserved by each, to terminate his or her
Service at any time and for any reason, with or without cause.

SECTION 11. DURATION AND AMENDMENTS.

         (a)   TERM OF THE PLAN. The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors, subject to
the approval of the Company's stockholders. In the event that the
stockholders fail to approve the Plan within 12 months after its adoption by
the Board of Directors, any grants of Options or sales or awards of Shares
that have already occurred shall be rescinded, and no additional grants,
sales or awards shall be made thereafter under the Plan. The Plan shall
terminate automatically 10 years after its adoption by the Board of Directors
and may be terminated on any earlier date pursuant to Subsection (b) below.

         (b)   RIGHT TO AMEND OR TERMINATE THE PLAN. The Board of Directors
may amend, suspend or terminate the Plan at any time and for any reason;
provided, however, that any amendment of the Plan which increases the number
of Shares available for issuance under the Plan (except as provided in
Section 8), or which materially changes the class of persons who are eligible
for the grant of ISOs, shall be subject to the approval of the Company's
stockholders. Stockholder approval shall not be required for any other
amendment of the Plan.

         (c)   EFFECT OF AMENDMENT OR TERMINATION. No Shares shall be issued
or sold under the Plan after the termination thereof, except upon exercise of
an Option granted prior to such termination. The termination of the Plan, or
any amendment thereof, shall not affect any Share previously issued or any
Option previously granted under the Plan.

SECTION 12. DEFINITIONS.

         (a)   "BOARD OF DIRECTORS" shall mean the Board of Directors of the
Company, as constituted from time to time.

         (b)   "CAUSE" shall mean (i) the unauthorized use or disclosure of
the confidential information or trade secrets of the Company, which use
causes material harm to the Company, (ii) conviction of a felony under the
laws of the United States or any state thereof, (iii) gross negligence or
(iv) repeated failure to perform lawful assigned duties for thirty days after
receiving written notification from the Board of Directors.


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         (c)   "CHANGE IN CONTROL" shall mean:

                 (i)   The consummation of a merger or consolidation of the
         Company with or into another entity or any other corporate
         reorganization, if more than 50% of the combined voting power of the
         continuing or surviving entity's securities outstanding immediately
         after such merger, consolidation or other reorganization is owned by
         persons who were not stockholders of the Company immediately prior
         to such merger, consolidation or other reorganization;

                (ii)   The acquisition, directly or indirectly, by any person
         or related group of persons (other than the Company or a person that
         directly or indirectly controls, is controlled by, or is under common
         control with, the Company) of beneficial ownership (within the
         meaning of Rule 13d-3 of the Securities Exchange Act of 1934, as
         amended) of securities possessing more than 50% of the total combined
         voting power of the Company's outstanding securities pursuant to a
         tender or exchange offer made directly to the Company's stockholders;
         or

               (iii)   The sales, transfer or other disposition of all or
         substantially all of the Company's assets.

A transaction shall not constitute a Change in Control if its sole purpose is
to change the state of the Company's incorporation or to create a holding
company that will be owned in substantially the same proportions by the
persons who held the Company's securities immediately before such transaction.

         (d)   "CODE" shall mean the Internal Revenue Code of 1986, as
amended.

         (e)   "COMMITTEE" shall mean a committee of the Board of Directors,
as described in Section 2(a).

         (f)   "COMPANY" shall mean Advanced Medicine, Inc., a Delaware
corporation.

         (g)   "CONSULTANT" shall mean an individual who performs bona fide
services for the Company, a Parent or a Subsidiary as a consultant or
advisor, excluding Employees and Outside Directors.

         (h)   "DISABILITY" shall mean that the Optionee is unable to
engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment.

         (i)   "EMPLOYEE" shall mean any individual who is a common-law
employee of the Company, a Parent or a Subsidiary.

         (j)   "EXERCISE PRICE" shall mean the amount for which one Share may
be purchased upon exercise of an Option, as specified by the Board of
Directors in the applicable Stock Option Agreement.


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<PAGE>


         (k)   "FAIR MARKET VALUE" shall mean the fair market value of a
Share, as determined by the Board of Directors in good faith. Such
determination shall be conclusive and binding on all persons.

         (l)   "INVOLUNTARY TERMINATION" shall mean the termination of
Service which occurs by reason of:

                 (i)   an involuntary dismissal or discharge by the Company
         for reasons other than for Cause; or

                (ii)   a voluntary resignation following (i) a change in
         Optionee's or Purchaser's position with the Company (or Parent or
         Subsidiary employing Optionee or Purchaser) which materially reduces
         Optionee's or Purchaser's level of responsibility, (ii) a reduction in
         Optionee's or Purchaser's level of compensation (including base
         salary, fringe benefits and participation in corporate-performance
         based bonus or incentive programs) by more than fifteen percent or
         (iii) a relocation of the workplace of Optionee or Purchaser more
         than fifty miles away from the workplace designated by the Company
         on Optionee's or Purchaser's initial date of service.

         (m)   "ISO" shall mean an employee incentive stock option described
in Section 422(b) of the Code.

         (n)   "NONSTATUTORY OPTION" shall mean a stock option not described
in Sections 422(b) or 423(b) of the Code.

         (o)   "OPTION" shall mean an ISO or Nonstatutory Option granted
under the Plan and entitling the holder to purchase Shares.

         (p)   "OPTIONEE" shall mean an individual who holds an Option.

         (q)   "OUTSIDE DIRECTOR" shall mean a member of the Board of
Directors who is not an Employee.

         (r)   "PARENT" shall mean any corporation (other than the Company)
in an unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain. A corporation that attains the status of a Parent
on a date after the adoption of the Plan shall be considered a Parent
commencing as of such date.

         (s)   "PLAN" shall mean this Advanced Medicine, Inc. 1997 Stock Plan.


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<PAGE>


         (t)   "PURCHASE PRICE" shall mean the consideration for which one
Share may be acquired under the Plan (other than upon exercise of an Option),
as specified by the Board of Directors.

         (u)   "PURCHASER" shall mean an individual to whom the Board of
Directors has offered the right to acquire Shares under the Plan (other than
upon exercise of an Option).

         (v)   "SERVICE" shall mean service as an Employee, Outside Director
or Consultant.

         (w)   "SHARE" shall mean one share of Stock, as adjusted in
accordance with Section 8 (if applicable).

         (x)   "STOCK" shall mean the Common Stock of the Company, with a par
value of $0.01 per Share.

         (y)   "STOCK OPTION AGREEMENT" shall mean the agreement between the
Company and an Optionee which contains the terms, conditions and restrictions
pertaining to the Optionee's Option.

         (z)   "STOCK PURCHASE AGREEMENT" shall mean the agreement between
the Company and a Purchaser who acquires Shares under the Plan which contains
the terms, conditions and restrictions pertaining to the acquisition of such
Shares.

         (aa)  "SUBSIDIARY" means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that
attains the status of a Subsidiary on a date after the adoption of the Plan
shall be considered a Subsidiary commencing as of such date.

SECTION 13. EXECUTION.

         To record the adoption of the Plan by the Board of Directors, the
Company has caused its authorized officer to execute the same.


                                       ADVANCED MEDICINE, INC.


                                       By:____________________________________

                                       Title:_________________________________



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