**Exhibit 10.2**

**DENDREON CORPORATION**

 

**2000 EQUITY INCENTIVE PLAN**

 

**ADOPTED MARCH 1,2000**

**APPROVED BY STOCKHOLDERS MAY 1, 2000 (THE EFFECTIVE DATE)**

 

**AMENDED BY THE BOARD OF DIRECTORS DECEMBER 6, 2000**

**APPROVED BY STOCKHOLDERS MAY 16, 2001**

 

**AMENDED BY THE BOARD OF DIRECTORS             , 2003**

**APPROVED BY THE STOCKHOLDERS JULY 29, 2003**

 

**TERMINATION DATE: FEBRUARY 28, 2010**

 

**1.    PURPOSES.**

 

(a)*Amendment and Restatement of Dendreon Corporation 1996 Equity Incentive Plan.*    The Plan initially was established as the Activated Cell Therapy, Inc. 1996 Equity Incentive Plan (the “1996 Equity Incentive Plan”).The 1996 Equity Incentive Plan hereby is amended and restated in its entirety as the 2000 Equity Incentive Plan, effective as of the effective date of this amended and restated plan, as determined by the Board. The terms of the 1996 Equity IncentivePlan (other than the aggregate number of shares issuable thereunder) shall remain in effect with respect to all outstanding Options granted pursuant to the 1996 Equity Incentive Plan. 

 

(b)*Eligible Stock Award Recipients.*    The persons eligible to receive Stock Awards are theEmployees, Directors and Consultants of the Company and its Affiliates. 

 

(c)*Available Stock Awards.*    The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportunity to benefit from increases in value of the Common Stock throughthe granting of the following Stock Awards: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock. 

 

(d)*General Purpose.*    The Company, by means of the Plan, seeks to retain the services of thegroup of persons eligible to receive Stock Awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 

 

**2.    DEFINITIONS.**

 

(a)*“Affiliate”* means any parent corporation or subsidiarycorporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 

(b) *“Board”* means the Board of Directors of the Company. 

 

(c) *“Code”* means the Internal Revenue Code of 1986, asamended. 

 

(d) *“Committee”* means a committee ofone or more members of the Board appointed by the Board in accordance with subsection 3(c). 

 

(e) *“Common Stock”* means the common stock of the Company. 

 

(f) *“Company”* means Dendreon Corporation, a Delaware corporation. 

 

(g) *“Consultant”* means any person, including an advisor, (i) engaged by the Company or an Affiliate torender consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term “Consultant” shall not include either Directors who are not compensated bythe Company for their services as Directors or Directors who are merely paid a director’s fee by the Company for their services as Directors. 

 

(h) *“Continuous Service”* means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director orConsultant, is not interrupted or terminated. The Participant’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders service to the Company or an Affiliate as anEmployee, Consultant or Director or a change in the entity for which the Participant renders such service, provided that there is no interruption or termination of the Participant’s Continuous Service. For example, a change in status from anEmployee of the Company to a Consultant of an Affiliate or a Director will not constitute an interruption of Continuous Service. The Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whetherContinuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave. 

 

(i) *“Covered Employee”* means the chief executive officer and the four (4) other highest compensatedofficers of the Company for whom total compensation is required to be reported to stockholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. 

 

(j) *“Director”* means a member of the Board of Directors of the Company. 

 

(k) *“Disability”* means the permanent and total disability ofa person within the meaning of Section 22(e)(3) of the Code. 

 

(l) *“Employee”* means any person employed by the Company or an Affiliate. Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute“employment” by the Company or an Affiliate. 

 

(m)*“Exchange Act”* means the Securities Exchange Act of 1934, as amended. 

(n) *“Fair Market Value”* means, as of any date, the value of the Common Stock determinedas follows: 

 

(i) If the Common Stock is listedon 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 the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source asthe Board deems reliable. 

 

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

 

(o) *“Incentive Stock Option”* means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of theCode and the regulations promulgated thereunder. 

 

(p)*“Non-Employee Director”* means a Director who either (i) is not a current Employee or Officer of the Company or its parent or a subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or asubsidiary 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(“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 requiredunder Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee director” for purposes of Rule 16b-3. 

 

(q) *“Nonstatutory Stock Option”* means an Option not intended to qualify as an Incentive Stock Option. 

 

(r) *“Officer”* means a person who is an officer of theCompany within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. 

 

(s) *“Option”* means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan. 

 

(t) *“Option Agreement”* means a written agreement between theCompany and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 

 

(u) *“Optionholder”* means a person to whom an Option is granted pursuant to the Plan or, if applicable, suchother person who holds an outstanding Option. 

 

(v)*“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 “affiliatedcorporation” 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 orindirect 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.

 

(w) *“Participant”* means a person to whom aStock Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award. 

 

(x) *“Plan”* means this Dendreon Corporation 2000 Equity Incentive Plan. 

 

(y) *“Rule 16b-3”* means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as ineffect from time to time. 

 

(z) *“SecuritiesAct”* means the Securities Act of 1933, as amended. 

 

(aa) *“Stock Award”* means any right granted under the Plan, including an Option, a stock bonus and a right to acquire restricted stock. 

 

(bb) *“Stock Award Agreement”* means a written agreement between the Company and a holder of a Stock Award evidencing the terms andconditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of this Plan. 

 

(cc) *“Ten Percent Stockholder”* means a person who owns (or is deemed to own pursuant to Section 424(d) of the Code) stock possessing morethan ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates. 

 

**3.    ADMINISTRATION.**

 

(a) *Administration by Board.*    The Board shall administer the Plan unless and until the Board delegates administration to aCommittee, as provided in subsection 3(c). 

 

(b) *Powers ofBoard.*    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 StockAward shall be granted; what type or combination of types of Stock Award shall be granted; 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 Common Stockpursuant to a Stock Award; and the number of shares of Common Stock 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 forits administration. The Board, in the exercise of 

this power, may correct any defect, omission or inconsistency in the Plan or in any Stock AwardAgreement, 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 13. 

 

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

 

(c) *Delegation to Committee.*

 

(i) *General.*    The Board may delegate administration of the Plan to a Committee or Committees of one (1) ormore members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection with theadministration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shallthereafter be to the Committee or subcommittee), 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 inthe Board the administration of the Plan. 

 

(ii) *Committee Composition when Common Stock is Publicly Traded.*    At such time as the Common Stock is publicly traded, in the discretion of the Board, a Committee may consist solely of two or more OutsideDirectors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. Within the scope of such authority, the Board or the Committee may (1) delegate to a committee of one ormore members of the Board who are not Outside Directors the authority to grant Stock Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resultingfrom such Stock Award or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code and/or) (2) delegate to a committee of one or more members of the Board who are not Non-Employee Directors the authority togrant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act. 

 

(d) *Effect of Board’s Decision.*    All determinations, interpretations and constructions made by the Board in good faithshall not be subject to review by any person and shall be final, binding and conclusive on all persons. 

 

**4.    SHARES SUBJECT TO THE PLAN.**

 

(a) *Share Reserve.*    Subject to the provisions of Section 12 relating to adjustments 

upon changes in Common Stock, the Common Stock that may be issued pursuant to Stock Awards shall not exceed in theaggregate six million four hundred thousand (6,400,000) shares (after giving effect to any reverse stock split effected on or prior to the Effective Date and following adoption hereof, by way of reincorporation of the Company or otherwise (the“Reverse Split”)) of the Common Stock plus an annual increase to be added on the first day of each calendar year beginning with January 1, 2001 equal to the lesser of (i) five percent (5%) of the Company’s outstanding shares on suchdate (rounded to the nearest whole share and calculated on a fully diluted basis, that is assuming the exercise of all outstanding stock options and warrants to purchase common stock or (ii) (A) for calendar years 2001, 2002 and 2003, five hundredfifty thousand (550,000) shares and (B) for calendar year 2004 and each subsequent calendar year, seven hundred fifty thousand (750,000) shares. Notwithstanding the foregoing, the Board may designate a smaller number of shares of Common Stock to beadded to the share reserve as of a particular January 1. This share reserve shall be comprised of (i) shares subject to options granted under the 1996 Equity Incentive Plan which have been exercised or are outstanding as of the Effective Date, plus(ii) the shares available for grant under the 1996 Equity Incentive Plan as of the Effective Date plus (iii) an additional approximately five hundred thousand (500,000) shares (after giving effect to any Reverse Split on or prior to the EffectiveDate) of common stock.” 

 

(b) *Reversion of Shares to theShare Reserve.*    If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of Common Stock not acquired under such Stock Award shall revertto and again become available for issuance under the Plan. 

 

(c)*Source of Shares.*    The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 

 

**5.    ELIGIBILITY.**

 

(a) *Eligibility for Specific Stock Awards.*    Incentive Stock Options may be granted only to Employees. Stock Awards other thanIncentive Stock Options may be granted to Employees, Directors and Consultants. 

 

(b) *Ten Percent Stockholders.*    A Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one hundred ten percent (110%)of the Fair Market Value of the Common 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) *Section 162(m) Limitation.*    Subject to the provisions of Section 12 relating to adjustmentsupon changes in the shares of Common Stock, no Employee shall be eligible to be granted Options covering more than five hundred thousand (500,000) shares of Common Stock during any calendar year. 

(d) Consultants. 

 

(i) A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, a Form S-8Registration Statement under the Securities Act (“Form S-8”) is not available to register either the offer or the sale of the Company’s securities to such Consultant because of the nature of the services that the Consultant isproviding to the Company, or because the Consultant is not a natural person, or as otherwise provided by the rules governing the use of Form S-8, unless the Company determines both (i) that such grant (A) shall be registered in another manner underthe Securities Act (e.g., on a Form S-3 Registration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable, and (ii) that such grant complies with thesecurities laws of all other relevant jurisdictions. 

 

(ii) Form S-8 generally is available to consultants and advisors only if (i) they are natural persons; (ii) they provide bona fide services to the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of theissuer’s parent; and (iii) the services are not in connection with the offer or sale of securities in a capital-raising transaction, and do not directly or indirectly promote or maintain a market for the issuer’s securities. 

 

**6.    OPTION PROVISIONS.**

 

Each Option shall be in such form and shall contain such terms andconditions as the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will beissued for shares of Common Stock purchased on exercise of each type of Option. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option orotherwise) the substance of each of the following provisions: 

 

(a) *Term.*    Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, no Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

 

(b) *Exercise Price of an Incentive StockOption.*    Subject to the provisions of subsection 5(b) regarding Ten Percent Stockholders, the exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of theCommon Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is grantedpursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. 

 

(c) *Exercise Price of a Nonstatutory Stock Option.*    The exercise price of each Nonstatutory Stock Option shall be not lessthan eighty-five percent (85%) of the Fair Market Value of the Common Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may be granted with an exercise price lower than that setforth 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.

 

(d) *Consideration.*    The purchaseprice of Common 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 at the time of thegrant of the Option (or subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the Company of other Common Stock, (2) according to a deferred payment or other similar arrangement with the Optionholder or (3) in any other form oflegal consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired,directly or indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financialaccounting purposes). At any time that the Company is incorporated in Delaware, payment of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment. 

 

In the case of any deferred payment arrangement, interest shall be compoundedat 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 paymentarrangement. 

 

(e) *Transferability of an Incentive StockOption.*    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 Optionholder only by the Optionholder.Notwithstanding the foregoing, the Optionholder 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 Optionholder, shall thereafter be entitled toexercise the Option. 

 

(f) *Transferability of a NonstatutoryStock Option.*    A Nonstatutory Stock Option shall be transferable to the extent provided in the Option Agreement. If the Nonstatutory Stock Option does not provide for transferability, then the Nonstatutory Stock Optionshall not be transferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder may, by delivering writtennotice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option. 

 

(g) *Vesting Generally.*    The total number ofshares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the time or times when itmay be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options may vary. The provisions of this subsection 6(g) are subject to any Option provisions governingthe minimum number of shares of Common Stock as to which an Option may be exercised. 

(h) *Termination of Continuous Service.*    In the event an Optionholder’sContinuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date of termination) butonly within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such longer or shorter period specified in the Option Agreement), or (ii) theexpiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. 

 

(i) *Extension of Termination Date.*    AnOptionholder’s Option Agreement may also provide that if the exercise of the Option following the termination of the Optionholder’s Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at anytime solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in subsection6(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous Service during which the exercise of the Option would not be in violation of such registration requirements. 

 

(j) *Disability of Optionholder.*    In the eventthat an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such Option as of the date oftermination), 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 theOption as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate. 

 

(k) *Death of Optionholder.*    In the event (i) an Optionholder’s Continuous Serviceterminates as a result of the Optionholder’s death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the Optionholder’s Continuous Service for a reason other than death,then the Option may be exercised (to the extent the Optionholder was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance orby a person designated to exercise the Option upon the Optionholder’s death pursuant to subsection 6(e) or 6(f), but only within the period ending on the earlier of (1) the date twelve (12) months following the date of death (or such longer orshorter period specified in the Option Agreement) or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate.

 

(l) *Early Exercise.*    The Optionmay, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option

prior to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchaseoption in favor of the Company or to any other restriction the Board determines to be appropriate. The Company will not exercise its repurchase option until at least six (6) months (or such longer or shorter period of time required to avoid a chargeto earnings for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option. 

 

(m) *Re-Load Options.*

 

(i) Without in any way limiting the authority of the Board to make or not to make grants of Options hereunder, the Board shall have theauthority (but not an obligation) to include as part of any Option Agreement a provision entitling the Optionholder to a further Option (a “Re-Load Option”) in the event the Optionholder exercises the Option evidenced by the OptionAgreement, in whole or in part, by surrendering other shares of Common Stock in accordance with this Plan and the terms and conditions of the Option Agreement. Unless otherwise specifically provided in the Option, the Optionholder shall notsurrender shares of Common Stock acquired, directly or indirectly from the Company, unless such shares have been held for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financialaccounting purposes). 

 

(ii) Any such Re-LoadOption shall (1) provide for a number of shares of Common Stock equal to the number of shares of Common Stock surrendered as part or all of the exercise price of such Option; (2) have an expiration date which is the same as the expiration date ofthe Option the exercise of which gave rise to such Re-Load Option; and (3) have an exercise price which is equal to one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Re-Load Option on the date of exercise of theoriginal Option. Notwithstanding the foregoing, a Re-Load Option shall be subject to the same exercise price and term provisions heretofore described for Options under the Plan. 

 

(iii) Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory Stock Option, as the Boardmay designate at the time of the grant of the original Option; provided, however, that the designation of any Re-Load Option as an Incentive Stock Option shall be subject to the one hundred thousand dollar ($100,000) annual limitation on theexercisability of Incentive Stock Options described in subsection 11(d) and in Section 422(d) of the Code. There shall be no Re-Load Options on a Re-Load Option. Any such Re-Load Option shall be subject to the availability of sufficient shares ofCommon Stock under subsection 4(a) and the “Section 162(m) Limitation” on the grants of Options under subsection 5(c) and shall be subject to such other terms and conditions as the Board may determine which are not inconsistent with theexpress provisions of the Plan regarding the terms of Options. 

 

**7.    NON-EMPLOYEE DIRECTOR STOCK OPTIONS.**

 

Without any further action of the Board, each Non-Employee Director shall be granted Nonstatutory Stock Options as described in subsections 7(a) and 7(b) (collectively, “Non- 

Employee Director Options”). Each Non-Employee Director Option shall include the substance of the terms set forth insubsections 7(c) through 7(k). 

 

(a) *InitialGrants.*    Each person who is elected or appointed for the first time to be a Non-Employee Director subsequent to December 6, 2000, automatically shall, upon the date of his or her initial election or appointment to be aNon-Employee Director by the Board or stockholders of the Company, be granted an Initial Grant to purchase Twenty-Two Thousand Five Hundred (22,500) shares of Common Stock on the terms and conditions set forth herein (the “Initial Grant”).

 

(b) *Annual Grants.*    EachNon-Employee Director automatically shall be granted an Annual Grant to purchase Seven Thousand Five Hundred (7,500) shares of Common Stock on the terms and conditions set forth herein, commencing, as applicable, on the third anniversary of (i) thedate of the Initial Grant to such Non-Employee Director, as set forth in 7(a) above, or (ii) commencing December 6, 2000, the date of the initial election of such Non-Employee Director to the Board. 

 

(c) *Term.*    Each Initial Grant of a Non-EmployeeDirector Option shall have a term of ten (10) years from the date it is granted. Each Annual Grant of a Non-Employee Director Option shall have a term of five (5) years from the date it is granted. 

 

(d) *Exercise Price.*    The exercise price of eachNon-Employee Director Option shall be one hundred percent (100%) of the Fair Market Value of the stock subject to the Non-Employee Director Option on the date of grant. Notwithstanding the foregoing, a Non-Employee Director Option may be grantedwith an exercise price lower than that set forth in the preceding sentence if such Non-Employee Director Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of theCode. 

 

(e) *Vesting.*    SevenThousand Five Hundred (7,500) shares of Common Stock subject to each Initial Grant shall vest on the date of grant, and Seven Thousand Five Hundred (7,500) shares of Common Stock subject to each Initial Grant shall vest on each of the first andsecond anniversaries of the date of grant. One hundred percent (100%) of the shares of Common Stock pursuant to each Annual Grant of a Non-Employee Director Option shall vest on the date on which it is granted. 

 

(f) *Consideration.*    The purchase price of stockacquired pursuant to a Non-Employee Director Option may be paid, to the extent permitted by applicable statutes and regulations, in any combination of (i) cash or check, (ii) delivery to the Company of other Common Stock, (ii) deferred payment or(iv) any other form of legal consideration that may be acceptable to the Board and provided in the Non-Employee Director Option Agreement; provided, however, that at any time that the Company is incorporated in Delaware, payment of the CommonStock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment. In the case of any deferred payment arrangement, interest shall be compounded at least annually and shall be charged atthe 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. 

(g) *Transferability.*    A Non-Employee Director Option shall not betransferable except by will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Non-Employee Director only by the Non-Employee Director. Notwithstanding the foregoing, the Non-Employee Director may, bydelivering 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 Non-Employee Director, shall thereafter be entitled to exercise the Non-Employee Director Option.

 

(h) *Termination of ContinuousService.*    In the event a Non-Employee Director’s Continuous Service terminates (other than upon the Non-Employee Director’s death or Disability), the Non-Employee Director may exercise his or her Non-EmployeeDirector Option (to the extent that the Non-Employee Director was entitled to exercise it as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of theNon-Employee Director’s Continuous Service, or (ii) the expiration of the term of the Non-Employee Director Option as set forth in the Non-Employee Director Option Agreement. If, after termination, the Non-Employee Director does not exercisehis or her Non-Employee Director Option within the time specified in the Non-Employee Director Option Agreement, the Non-Employee Director Option shall terminate. 

 

(i) *Extension of Termination Date.*    If the exercise of the Non-Employee Director Optionfollowing the termination of the Non-Employee Director’s Continuous Service (other than upon the Non-Employee Director’s death or Disability) would be prohibited at any time solely because the issuance of shares would violate theregistration requirements under the Securities Act, then the Non-Employee Director Option shall terminate on the earlier of (i) the expiration of the term of the Non-Employee Director Option set forth in subsection 7(c) or (ii) the expiration of aperiod of three (3) months after the termination of the Non-Employee Director’s Continuous Service during which the exercise of the Non-Employee Director Option would not violate such registration requirements. 

 

(j) *Disability of Non-Employee Director.*    In theevent a Non-Employee Director’s Continuous Service terminates as a result of the Non-Employee Director’s Disability, the Non-Employee Director may exercise his or her Non-Employee Director Option (to the extent that the Non-EmployeeDirector was entitled to exercise it as of 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 (ii) the expiration of the term of the Non-EmployeeDirector Option as set forth in the Non-Employee Director Option Agreement. If, after termination, the Non-Employee Director does not exercise his or her Non-Employee Director Option within the time specified herein, the Non-Employee Director Optionshall terminate. 

 

(k) *Death of Non-EmployeeDirector.*    In the event (i) a Non-Employee Director’s Continuous Service terminates as a result of the Non-Employee Director’s death or (ii) the Non-Employee Director dies within the three-month period after thetermination of the Non-Employee Director’s Continuous Service for a reason other than death, then the Non-Employee Director Option may be exercised (to the extent the Non-Employee Director was entitled to exercise the Non-Employee DirectorOption as of the date of death) by the Non-Employee Director’s estate, by a person who acquired the right to exercise the Non-Employee Director 

Option by bequest or inheritance or by a person designated to exercise the Non-Employee Director Option upon theNon-Employee Director’s death, but only within the period ending on the earlier of (1) the date eighteen (18) months following the date of death or (2) the expiration of the term of such Non-Employee Director Option as set forth in theNon-Employee Director Option Agreement. If, after death, the Non-Employee Director Option is not exercised within the time specified herein, the Non-Employee Director Option shall terminate. 

 

**8.    PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS.**

 

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

 

(i) *Consideration.*    A stockbonus may be awarded in consideration for past services actually rendered to the Company or an Affiliate for its benefit. 

 

(ii) *Vesting.*    Shares of Common Stock awarded under the stock bonus agreement may, but need not, be subjectto a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board. 

 

(iii) *Termination of Participant’s Continuous Service.*    In the event a Participant’s ContinuousService terminates, the Company may reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of the stock bonus agreement. 

 

(iv) *Transferability.*    Rightsto acquire shares of Common Stock under the stock bonus agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the stock bonus agreement, as the Board shall determine in its discretion, so long asCommon Stock awarded under the stock bonus agreement remains subject to the terms of the stock bonus agreement. 

 

(b) *Restricted Stock Awards.*    Each restricted stock purchase agreement shall be in such form and shall contain such terms andconditions as the Board shall deem appropriate. The terms and conditions of the restricted stock purchase agreements may change from time to time, and the terms and conditions of separate restricted stock purchase agreements need not be identical,but each 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: 

 

(i) *Purchase Price.*    Thepurchase price under each restricted stock purchase agreement shall be such amount as the Board shall determine and designate in such restricted stock purchase agreement. The purchase price shall not be less than eighty-five 

percent (85%) of the Common Stock’s Fair Market Value on the date such award is made or at the timethe purchase is consummated. 

 

(ii)*Consideration.*    The purchase price of Common Stock acquired pursuant to the restricted stock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board, according toa deferred payment or other similar arrangement with the Participant; or (iii) in any other form of legal consideration that may be acceptable to the Board in its discretion; provided, however, that at any time that the Company is incorporated inDelaware, then payment of the Common Stock’s “par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment. 

 

(iii) *Vesting.*    Shares of Common Stock acquired under the restricted stockpurchase agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board. 

 

(iv) *Termination of Participant’s Continuous Service.*    In the event aParticipant’s Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the shares of Common Stock held by the Participant which have not vested as of the date of termination under the terms of therestricted stock purchase agreement. 

 

(v)*Transferability.*    Rights to acquire shares of Common Stock under the restricted stock purchase agreement shall be transferable by the Participant only upon such terms and conditions as are set forth in the restrictedstock purchase agreement, as the Board shall determine in its discretion, so long as Common Stock awarded under the restricted stock purchase agreement remains subject to the terms of the restricted stock purchase agreement. 

 

**9.    COVENANTS OF THE COMPANY.**

 

(a) *Availability of Shares.*    During the termsof the Stock Awards, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Stock Awards. 

 

(b) *Securities Law Compliance.*    The Company shall seek to obtain from each regulatory commission or agency havingjurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking shall not require the Company to registerunder the Securities Act the Plan, any Stock Award or any Common 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 authoritywhich counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless anduntil such authority is obtained. 

**10.    USE OF PROCEEDS FROM STOCK.**

 

Proceeds from the sale of Common Stock pursuant to Stock Awards shallconstitute general funds of the Company. 

 

**11.    MISCELLANEOUS.**

 

(a)*Acceleration of Exercisability and Vesting.*    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 inaccordance with the Plan, 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) *Stockholder Rights.*    No Participant shall be deemed to be the holder of, or to have any ofthe rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise of the Stock Award pursuant to its terms. 

 

(c) *No Employment or other ServiceRights.*    Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at thetime the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of suchConsultant’s agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, as applicable, and any applicable provisions of the corporate law of the state in which theCompany or the Affiliate is incorporated, as the case may be. 

 

(d) *Incentive Stock Option $100,000 Limitation.*    To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisablefor the first time by any Optionholder during any calendar year (under all 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 inwhich they were granted) shall be treated as Nonstatutory Stock Options. 

 

(e) *Investment Assurances.*    The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock Award, (i) to give written assurances satisfactoryto the Company as to the Participant’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 businessmatters 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 (ii) to give written assurances satisfactory to the Company stating that theParticipant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances givenpursuant to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statementunder the Securities Act or (2) as to any 

particular requirement, a determination is made by counsel for the Company that such requirement need not be met in thecircumstances 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 withapplicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. 

 

(f) *Withholding Obligations.*    To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy anyfederal, state or local tax withholding obligation relating to the exercise or acquisition of Common Stock under a Stock Award by any of the following means (in addition to the Company’s right to withhold from any compensation paid to theParticipant by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock from the shares of Common Stock otherwise issuable to the Participant as a result of theexercise or acquisition of Common Stock under the Stock Award, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company ownedand unencumbered shares of Common Stock. 

 

**12.    ADJUSTMENTS UPON CHANGES IN STOCK.**

 

(a) *Capitalization Adjustments.*    If any change is made in the Common Stock subject to the Plan, or subject to any Stock Award, without the receipt of consideration by the Company (throughmerger, 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 othertransaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and the maximum number of securities subject to the Plan pursuant to subsection 4(a), the maximum number of securitiessubject to award to any person pursuant to subsection 5(c), and the number of securities to be awarded pursuant to subsections 7(a) and 7(b), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of securitiesand price per share of Common Stock subject to such outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall notbe treated as a transaction “without receipt of consideration” by the Company.) 

 

(b) *Dissolution or Liquidation.*    In the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards shall terminate immediately prior to such event. 

 

(c) *Asset Sale, Merger, Consolidation or ReverseMerger.*    In the event of (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a consolidation or merger of the Company with or into any other corporation or other entity orperson, or any other corporate reorganization, in which the stockholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the Company’s outstanding voting power of the surviving entity (orits parent) following the consolidation, merger or reorganization or (iii) any transaction (or series of related transactions involving a person or entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) ofthe Company’s 

outstanding voting power is transferred, then any surviving corporation or acquiring corporation shall assume any StockAwards outstanding under the Plan or shall substitute similar stock awards (including an award to acquire the same consideration paid to the stockholders in the transaction described in this subsection 12(c) for those outstanding under the Plan. Inthe event any surviving corporation or acquiring corporation refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then with respect to Stock Awards held by Participants whose ContinuousService has not terminated, the vesting of such Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated in full, and the Stock Awards shall terminate if not exercised (if applicable) at orprior to such event. With respect to any other Stock Awards outstanding under the Plan, such Stock Awards shall terminate if not exercised (if applicable) prior to such event. 

 

**13.    AMENDMENT OF THE PLAN AND STOCK AWARDS.**

 

(a) *Amendment of Plan.*    The Board at any time, and from time to time, may amend the Plan.However, except as provided in Section 12 relating to adjustments upon changes in Common Stock, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy therequirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange listing requirements. 

 

(b) *Stockholder Approval.*    The Board may, in its sole discretion, submit any other amendment to the Plan for stockholderapproval, 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 corporatedeductibility of compensation paid to certain executive officers. 

 

(c) *Contemplated Amendments.*    It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees with the maximum benefits providedor 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) *No Impairment of Rights.*    Rights under anyStock 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 Participant and (ii) the Participant consents in writing. 

 

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

 

**14.    TERMINATION OR SUSPENSION OF THE PLAN.**

 

(a) *Plan Term.*    The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of the date thePlan 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) *No Impairment of Rights.*    Suspension ortermination of the Plan shall not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the Participant. 

 

**15.    EFFECTIVE DATE OF PLAN.**

 

The Plan shall become effective as determined by the Board, but no Stock Award shall be exercised (or, in the case of astock bonus, shall be granted) 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. 

 

**16.    CHOICE OF LAW.**

 

The law of the State of Delaware shall govern all questions concerning theconstruction, validity and interpretation of this Plan, without regard to such state’s conflict of laws rules. 

 

**17.    ASSUMPTION OF RIGHTS GRANTED OR ISSUED BY ANOTHER CORPORATION.**

 

The Board of Directors also may grant options and stock bonuses and issue restricted stock under the Plan, or assumeexisting options, stock bonuses and restricted stock under the Plan, with terms, conditions and provisions that vary from those specified in the Plan; provided that any such rights are granted in substitution for, or in connection with theassumption of, existing options, stock bonuses and restricted stock that were granted or issued by another corporation and assumed, or otherwise agreed to be provided for, by the Company pursuant to, or by reason of, a merger or consolidation of theCompany with or into another corporation or any other corporate reorganization in which the Company is a party. Notwithstanding any other section of this Plan, with respect to the assumption of outstanding options of Corvas International Inc.(“Corvas”) in connection with the transaction in which Corvas shall become a wholly owned subsidiary of the Company (the “Combination”), the rights of the Optionholders under the assumed Corvas stock options shall be thosedescribed in their respective Corvas stock option agreements, the applicable terms of the Corvas plans (attached hereto as Exhibits A and B of the Plan) and the applicable Standard Terms and Conditions thereof (attached hereto as Exhibits C, D and Eof the Plan), as modified only to acquire Common Stock instead of Corvas stock and to adjust the number of shares subject to the Corvas stock options and exercise price of the Corvas stock options, all pursuant to the Agreement and Plan of Mergerdated February 24, 2003 by and among the Company, Seahawk Acquisition Inc., Charger Project LLC and Corvas (the “Merger Agreement”). No terms of this Plan shall affect the rights of the Optionholders under the assumed Corvas stock options.