Prepared by MERRILL CORPORATION




QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 10.30    
  


 
 

AXYS PHARMACEUTICALS, INC.    
    
    1997 EQUITY INCENTIVE PLAN    
  


Adopted November 10, 1997

Approved By Stockholders January 8, 1998

Amended May 24, 2000 and May 14, 2001  


1.  PURPOSES.  


    (a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the
Company and its Affiliates may be given an opportunity to benefit from increases in value of the common stock of the Company ("Common Stock") through the granting of (i) Incentive Stock
Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to purchase restricted stock, all as defined below. 



    (b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees, Directors or
Consultants, to secure and retain the services of new Employees, Directors and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its
Affiliates. 


    (c) The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board or any
Committee to which responsibility for administration of the Plan has been delegated
pursuant to subsection 3(c), be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and Nonstatutory Stock Options, or (ii) stock bonuses or
rights to purchase restricted stock granted pursuant to Section 7 hereof. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant,
and a separate certificate or certificates will be issued for shares purchased on exercise of each type of Option. 


2.  DEFINITIONS.  


    (a) "Affiliate" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those
terms are defined in Sections 424(e) and (f) respectively, of the Code, or such other parent corporation or subsidiary corporation designated by the Board. 


    (b) "Board" means the Board of Directors of the Company. 


    (c) "Code" means the Internal Revenue Code of 1986, as amended. 


    (d) "Committee" means a committee appointed by the Board in accordance with subsection 3(c) of the Plan. 


    (e) "Company" means Axys Pharmaceuticals, Inc., a Delaware corporation. 



    (f)  "Consultant" means any person, including an advisor, engaged by the Company or an Affiliate to render consulting
services and who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's fee by the Company or who are not compensated by the
Company for their services as Directors. 


    (g) "Continuous Service" means the employment or relationship as a Director or Consultant is not interrupted or
terminated. The Board, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of: (i) any leave of absence approved by the Board, including
sick leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company, Affiliates or their successors. 


    (h) "Director" means a member of the Board. 


    (i)  "Disability" means total and permanent disability as defined in Section 22(e) of the Code. 








    (j)  "Employee" means any person, including Officers and Directors, employed by the Company or any Affiliate of the
Company. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company. 


    (k) "Exchange Act" means the Securities Exchange Act of 1934, as amended. 


    (l)  "Fair Market Value" means, as of any date, the value of the Common Stock of the Company determined as follows: 



     (i) If the Common Stock is listed on any established stock exchange, or traded on the Nasdaq National Market or The
Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or
market (or the exchange or market with the greatest volume of trading in Common Stock) on the day of determination (or on the last trading day prior to determination, if such date of determination
falls on a weekend day or holiday) as reported in The Wall Street Journal or such other source as the Board deems reliable; 



    (ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the
Board. 




    (m) "Incentive Stock Option" means an Option intended to qualify as an incentive stock option within the meaning of
Section 422 of the Code and the regulations promulgated thereunder. 


    (n) "Non-Employee Director" means a Director who either (i) is not a current Employee or Officer of
the Company or its parent or subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or subsidiary for services rendered as a consultant or in any capacity
other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act of 1933
("Regulation S-K"), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K, and is not
engaged in a business relationship as to which disclosure would be required
under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-employee director" for purposes of Rule 16b-3. 


    (o) "Nonstatutory Stock Option" means an Option not intended to qualify as an Incentive Stock Option. 



    (p) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange
Act and the rules and regulations promulgated thereunder. 


    (q) "Option" means a stock option granted pursuant to the Plan. 


    (r) "Option Agreement" means a written agreement between the Company and an Optionee evidencing the terms and conditions
of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 


    (s) "Optionee" means a person to whom an Option is granted pursuant to the Plan. 


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


    (u) "Plan" means this 1997 Equity Incentive Plan. 


    (v) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor to
Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan. 








    (w) "Stock Award" means any right granted under the Plan, including any Option, any stock bonus, and any right to
purchase restricted stock. 


    (x) "Stock Award Agreement" means a written agreement between the Company and a holder of a Stock Award evidencing the
terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 



3.  ADMINISTRATION.  


    (a) The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as
provided in subsection 3(c). 


    (b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan: 



     (i) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and
how each Stock Award shall be granted; whether a Stock Award will be an Incentive Stock Option, a Nonstatutory Stock Option, a stock bonus, a right to purchase restricted stock, or a combination of
the foregoing; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive stock pursuant to a Stock Award; and
the number of shares with respect to which a Stock Award shall be granted to each such person. 


    (ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the
extent it shall deem necessary or expedient to make the Plan fully effective. 


   (iii) To amend the Plan or a Stock Award as provided in Section 12. 


    (iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote
the best interests of the Company which are not in conflict with the provisions of the Plan. 




    (c) The Board may delegate administration of the Plan to a committee or committees ("Committee") of two (2) or
more members of the Board. In the discretion of the Board, a Committee may consist solely of two (2) or more Non-Employee Directors, in accordance with
Rule 16b-3, or solely of two (2) or more Outside Directors, in accordance with Code Section 162(m). If administration is delegated to a Committee, the Committee shall
have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and references in this Plan to the Board shall thereafter be to the Committee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the
Board the administration of the Plan. Notwithstanding anything in this Section 3 to the contrary, the Board or the Committee may delegate to a committee of one or more members of the Board the
authority to grant options to eligible persons who are not then subject to Section 16 of the Exchange Act and to eligible persons with respect to whom the Company does not wish to comply with
Section 162(m) of the Code. 


4.  SHARES SUBJECT TO THE PLAN.  


    (a) Subject to the provisions of Section 11 relating to adjustments upon changes in stock, the stock that may be
issued pursuant to Stock Awards shall not exceed in the aggregate five million five hundred thousand (5,500,000) shares of Common Stock. In the event a Stock Award shall for any reason expire
or otherwise terminate after the date of grant, in whole or in part, without having been exercised in full (or vested in the case of restricted stock), the stock not acquired under such Stock Award
shall revert to and again become available for issuance under the Plan. 







    (b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 



5.  ELIGIBILITY.  


    (a) Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock Options may be
granted only to Employees, Directors or Consultants. 


    (b) No person shall be eligible for the grant of an Incentive Stock Option if, at the time of grant, such person owns
(or is deemed to own pursuant to Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of
its Affiliates unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of such stock at the date of grant and the Option is not exercisable after
the expiration of five (5) years from the date of grant. 


    (c) Subject to the provisions of Section 11 relating to adjustments upon changes in stock, no person shall be
eligible to be granted Stock Awards covering more than five hundred thousand (500,000) shares of Common Stock in any calendar year. 


6.  OPTION PROVISIONS.  


    Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not
be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: 


    (a) Term. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted. 


    (b) Price. The exercise price of each Option shall be not less than one hundred percent (100%) of the Fair Market Value
of the stock subject to the Option on the date of grant. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such
Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. 


    (c) Consideration. The purchase price of stock acquired pursuant to an Option shall be paid, to the extent permitted by
applicable statutes and regulations, either (i) in cash at the time the Option is exercised, or (ii) at the discretion of the Board or Committee, at the time of the grant of the Option,
(A) by delivery to the Company of other Common Stock of the Company, (B) according to a deferred payment or other arrangement (which may include, without limiting the generality of the
foregoing, the use of other Common Stock of the Company) with the person to whom the Option is granted or to whom the Option is transferred pursuant to subsection 6(d), or (C) in any other form
of legal consideration that may be acceptable to the Board. In the case of any deferred payment arrangement, interest shall be payable at least annually and shall be charged at the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement. 


    (d) Transferability. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and
distribution, and shall be exercisable during the lifetime of the person to whom the Incentive Stock Option is granted only by such person. A Nonstatutory Stock Option may be transferred to the extent
provided in the Option Agreement; provided that if the Option Agreement does not expressly permit the transfer of a Nonstatutory Stock Option, the Nonstatutory Stock Option shall not be transferable
except by will, by the laws of descent and distribution or pursuant to a domestic relations order satisfying the requirements of Rule 16b-3, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person or any transferee pursuant to a domestic relations order. Notwithstanding the foregoing, the person to whom the Option is
granted may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a 







third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option. 


    (e) Vesting. The total number of shares of stock subject to an Option may, but need not, be allotted in periodic
installments (which may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable ("vest") with
respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option
became vested but was not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other
criteria) as the Board may deem appropriate. The provisions of this subsection 6(e) are subject to any Option provisions governing the minimum number of shares as to which an Option may be exercised. 


    (f)  Termination of Continuous Service. In the event an Optionee's Continuous Service terminates (other than upon the
Optionee's death or disability), the Optionee may exercise his or her Option within such period of time designated by the Board, which shall in no event be later than the expiration of the term of the
Option as set forth in the Option Agreement (the "Post-Termination Exercise Period") and only to the extent that the Optionee was entitled to exercise the Option on the date Optionee's
Continuous Service terminates. In the case of an Incentive Stock Option, the Board shall determine the Post-Termination Exercise Period at the time the Option is granted, and the term of
such Post-Termination Exercise Period shall in no event exceed ninety (90) days from the date of termination. In addition, the Board may at any time, with the consent of the
Optionee, extend the Post-Termination Exercise Period and provide for continued vesting; provided however, that any extension of such period by the Board in excess of ninety
(90) days from the date of termination shall cause an Incentive Stock Option so extended to become a Nonstatutory Stock Option, effective as of the date of Board action. If, at the date of
termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to the Plan. If, after termination, the
Optionee does not exercise his or her Option within the time specified in the Option Agreement or as otherwise determined above, the Option shall terminate, and the shares covered by such Option shall
revert to the Plan. Notwithstanding the foregoing, the Board shall have the power to permit an Option to continue to vest during the Post-Termination Exercise Period. 


    An
Optionee's Option Agreement may also provide that if the exercise of the Option following the termination of the Optionee's Continuous Service (other than upon the Optionee's death
or disability) would be prohibited at any time solely because the issuance of Shares would violate the registration requirements under the Securities Act, then the Option shall terminate on the
earlier of (iii) the expiration of the term of the Option set forth in the first paragraph of this subsection 6(f), or (iv) the expiration of a period of ninety (90) days after
the termination of the Optionee's Continuous Service during which the exercise of the Option would not be in violation of such registration requirements. 


    (g) Disability of Optionee. In the event an Optionee's Continuous Service terminates as a result of the Optionee's
disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination), but only within such period of time ending on the
earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of
the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of
the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option
shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan. 


    (h) Death of Optionee. In the event of the death of an Optionee during, or within a ninety (90)-day period
after the termination of, the Optionee's Continuous Service, the Option may be exercised to the extent vested by the Optionee's estate, by a person who acquired the right to exercise 







the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionee's death pursuant to subsection 6(d), but only within the period ending on the earlier of
(i) the date twelve (12) months following the date of death (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of such Option
as set forth in the Option Agreement. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall
revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the Plan. 


    (i)  Early Exercise. The Option may, but need not, include a provision whereby the Optionee may elect at any time while
an Employee, Director or Consultant to exercise the Option as to any part or all of the shares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased may be
subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate. 


7.  TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.  


    Each stock bonus or restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board or Committee shall deem
appropriate. The terms and conditions of stock bonus or restricted stock purchase agreements may change from time to time, and the terms and conditions of separate agreements need not be identical,
but each stock bonus or restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following
provisions as appropriate: 


    (a) Purchase Price. The purchase price under each restricted stock purchase agreement shall be such amount as the Board
or Committee shall determine and designate in such agreement but in no event shall the purchase price be less than one hundred percent (100%) of the stock's Fair Market Value on the date such award is
made. Notwithstanding the foregoing, the Board or Committee may determine that eligible participants in the Plan may be awarded stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company for its benefit. 


    (b) Transferability. No rights under a stock bonus or restricted stock purchase agreement shall be transferable except
by will or the laws of descent and distribution or, if the agreement so provides, pursuant to a domestic relations order satisfying the requirements of Rule 16b-3, so long as stock
awarded under such agreement remains subject to the terms of any restrictive covenant (such as a repurchase option or reacquisition option) in favor of the Company. 


    (c) Consideration. The purchase price of stock acquired pursuant to a stock purchase agreement shall be paid either:
(i) in cash at the time of purchase; (ii) at the discretion of the Board or Committee, according to a deferred payment or other arrangement with the person to whom the stock is sold,
except that the stock's "par value" (as defined by the Delaware General Corporation Law) shall not be paid by deferred payment; or (iii) in any other form of legal consideration that may be
acceptable to the Board or Committee in its discretion. Notwithstanding the foregoing, the Board or Committee to which administration of the Plan has been delegated may award stock pursuant to a stock
bonus agreement in consideration for past services actually rendered to the Company for its benefit. 


    (d) Vesting. Shares of stock sold or awarded under the Plan may, but need not, be subject to a repurchase option in
favor of the Company in accordance with a vesting schedule to be determined by the Board or Committee. 


    (e) Termination of Continuous Service. In the event a Participant's Continuous Service terminates, the Company may
repurchase or otherwise reacquire any or all of the shares of stock held by that person which have not vested as of the date of termination under the terms of the stock bonus or restricted stock
purchase agreement between the Company and such person. 






8.  COVENANTS OF THE COMPANY.  


    (a) During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of stock
required to satisfy such Stock Awards. 


    (b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such
authority as may be required to issue and sell shares under Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act of 1933, as
amended (the "Securities Act") either the Plan, any Stock Award or any stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any
liability for failure to issue and sell stock upon exercise of such Stock Awards unless and until such authority is obtained. 


9.  USE OF PROCEEDS FROM STOCK.  


    Proceeds from the sale of stock pursuant to Stock Awards shall constitute general funds of the Company. 


10. MISCELLANEOUS.  


    (a) The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time
during which a Stock Award or any part thereof will vest, notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest. 


    (b) Neither an Employee, Director nor a Consultant nor any person to whom a Stock Award is transferred in accordance
with the Plan shall be deemed to be the holder of, or to have any of the
rights of a holder with respect to, any shares subject to such Stock Award unless and until such person has satisfied all requirements for exercise of the Stock Award pursuant to its terms. 


    (c) Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any
Employee, Consultant or other holder of Stock Awards any right to continue in the employ of the Company or any Affiliate, or to continue serving as a Consultant and Director, or shall affect the right
of the Company or any Affiliate to terminate the employment of any Employee with or without notice and with or without cause, or the right to terminate the relationship of any Consultant pursuant to
the terms of such Consultant's agreement with the Company or Affiliate or service as a Director pursuant to the Company's By-Laws. 


    (d) To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which
Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year under this Plan and all other plans of the Company and its Affiliates exceeds one hundred thousand
dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options. 


    (e) The Company may require any person to whom a Stock Award is granted, or any person to whom a Stock Award is
transferred in accordance with the Plan, as a condition of exercising or acquiring stock under any Stock Award, (1) to give written assurances satisfactory to the Company as to such person's
knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and
business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (2) to give written
assurances satisfactory to the Company stating that such person is acquiring the stock subject to the Stock Award for such person's own account and not with any present intention of selling or
otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (v) the issuance of the shares upon the exercise or
acquisition of stock under the Stock Award has been registered under a then currently effective registration statement 







under the Securities Act, or (vi) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then
applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to
comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock. 


    (f)  To the extent provided by the terms of a Stock Award Agreement, the person to whom a Stock Award is granted may
satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under a Stock Award by any of the following means or by a combination of such means:
(1) tendering a cash payment; (2) authorizing the Company to withhold
shares from the shares of the Common Stock otherwise issuable to the participant as a result of the exercise or acquisition of stock under the Stock Award; or (3) delivering to the Company
owned and unencumbered shares of the Common Stock of the Company. 


11. ADJUSTMENTS UPON CHANGES IN STOCK.  


    (a) If any change is made in the stock subject to the Plan, or subject to any Stock Award, without the receipt of
consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the
class(es) and maximum number of shares subject to the Plan and the maximum number of shares subject to award to any person during any calendar year, and the outstanding Stock Awards will be
appropriately adjusted in the class(es) and number of shares and price per share of stock subject to such outstanding Stock Awards. Such adjustments shall be made by the Board or Committee, the
determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a "transaction not involving the receipt of
consideration by the Company.") 


    (b) In the event of: (1) a dissolution, liquidation or sale of substantially all of the assets of the Company;
(2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Common
Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) the acquisition by any
person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding any employee benefit plan, or related trust,
sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or
comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors, then to the extent
permitted by applicable law: (i) any surviving corporation (or an Affiliate thereof shall assume any Stock Awards outstanding under the Plan or shall substitute similar Stock Awards for those
outstanding under the Plan, or (ii) such Stock Awards shall continue in full force and effect. In the event any surviving corporation (or an Affiliate) refuses to assume or continue such Stock
Awards, or to substitute similar Stock Awards for those outstanding under the Plan, then, with respect to Stock Awards held by persons then performing services as Employees, Directors or Consultants,
the time during which such Stock Awards may be exercised shall be accelerated and the Stock Awards terminated if not exercised prior to such event. 


12. AMENDMENT OF THE PLAN AND STOCK AWARDS.  


    (a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11
relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary for the Plan to
satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange listing requirements. 







    (b) The Board may in its sole discretion submit any other amendment to the Plan for stockholder approval, including, but
not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid to certain executive officers. 



    (c) It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees, Directors or Consultants with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to
Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith. 


    (d) Rights and obligations under any Stock Award granted before amendment of the Plan shall not be impaired by any
amendment of the Plan unless (i) the Company requests the consent of the person to whom the Stock Award was granted and (ii) such person consents in writing. 



    (e) The Board at any time, and from time to time, may amend the terms of any one or more Stock Award; provided, however,
that the rights and obligations under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the person to whom the Stock Award was granted
and (ii) such person consents in writing. 


13. TERMINATION OR SUSPENSION OF THE PLAN.  


    (a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate ten
(10) years from the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan while the Plan is
suspended or after it is terminated. 


    (b) Rights and obligations under any Stock Award granted while the Plan is in effect shall not be impaired by suspension
or termination of the Plan, except with the consent of the person to whom the Stock Award was granted. 


14. EFFECTIVE DATE OF PLAN.  


    This Plan shall become effective on the date of adoption by the Board, but no Stock Awards granted under the Plan shall be exercised unless and until the Plan
has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board. 





 
 

RESOLUTIONS OF THE
  BOARD OF DIRECTORS
  OF
  AXYS PHARMACEUTICALS, INC.    
  


    Whereas, by the Unanimous Written Consent of the Board dated November 10, 1997 (the "Consent") the Board
of Directors of the Company adopted a resolution approving the Company's 1997 Equity Incentive Plan ("Plan"), the form of which was attached to the Consent; and 


    Whereas, due to a mistake the form attached to the executed Consent in the Company's minute book was not the final form of the Plan,
the sole difference being that the form attached to the Consent inadvertently omitted the final sentence of Section 3(c) which reads as follows: 




"Notwithstanding
anything in this section 3 to the contrary, the Board or the Committee may delegate to a committee of one or more members of the Board the authority to grant options to
eligible persons who are not then subject to Section 16 of the Exchange Act and to eligible persons with respect to whom the Company does not wish to comply with Section 162(m) of the
Code." 





;
and 


    Whereas, the Board wishes to have the correct and final form of the Plan attached to the Consent as the Board intended; 


    NOW, THEREFORE, BE IT RESOLVED, that the correct and final form of the Plan be substituted in the official minutes of the Company for
the form of the Plan incorrectly attached to the Consent. 









QuickLinks



Exhibit 10.30


AXYS PHARMACEUTICALS, INC. 1997 EQUITY INCENTIVE PLAN

RESOLUTIONS OF THE BOARD OF DIRECTORS OF AXYS PHARMACEUTICALS, INC.