1994 Board Retainer Plan, As Amended

Ixion Biotechnology, Inc.


1994 Board Retainer Plan
as amended June 27, 1997


1. Purpose of Plan. The purpose of the Ixion Biotechnology, Inc. 1994 Board Retainer Plan (the "Plan") is to provide a means by which Ixion Biotechnology, Inc. (the "Company") may attract and retain Outside Directors, Members of the Scientific Advisory Board, and certain key employees by providing those personnel with an opportunity to participate in the growth, development and financial success of the Company which their efforts, initiative, and skill have helped produce.


2. Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the following respective meaning:


2.1 "Award" means a grant of fully-paid and non-assessable shares of Common Stock under the Plan.


2.2 "Board of Directors" means the board of directors of the Company.


2.3 "Change in Control" shall be deemed to have occurred if:


(a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the Common Stock, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company's then outstanding securities which vote generally in the election of Directors (referred to herein as "Voting Securities"); or


(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors and any new Directors whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two- thirds (2/3) of the Directors then still in office who either were Directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or


(c) the stockholders of the Company approve a merger or consolidation of the Company with any other entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of surviving entity) more then 50% of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Company's assets.


2.4 "Committee" means the Audit and Benefits Committee of the Company.


2.5 "Common Stock" means the Common Stock of the Company, par value $0.01 per share.


2.6 "Company" means Ixion Biotechnology, Inc., a Delaware corporation.


2.7 "Director" or "Outside Director" means a member of the Board of Directors who is not an officer or employee of the Company.


2.8 "Disability" or "disabled" means, with respect to a Participant a physical or mental condition resulting from any medically determinable physical or mental impairment that renders such person incapable of engaging in any substantial gainful employment and that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than six consecutive months.


2.9 "Exchange Act" means the Securities Exchange Action of 1934, as amended.


2.10 "Fair Market Value" means the per share value of the Common Stock as of a given date, determined as follows:


(a) If the Common Stock is listed or admitted for trading on any national securities exchange, the Fair Market Value of the Common Stock is the closing quotation for such stock on the day preceding such date, or, if shares were not traded on the day preceding such date, then on the next preceding trading day during which a sale occurred.


(b) If the Common Stock is not traded on any national securities exchange, but is quoted on the National Association of Securities Dealers, Inc. Automated Quotation System (Nasdaq System) or any similar system of automated dissemination of quotations of prices in common use, the Fair Market Value of the Common Stock is the last sales price (if the stock is then listed as a national market issue under the Nasdaq System) or the mean between the closing representative bid and asked prices (in all other cases) for the stock on the day preceding such date as reported by Nasdaq System (or such similar quotation system).


(c) If neither clause (a) nor clause (b) of this Section 2.9 is applicable, the Fair Market Value of the Common Stock is the fair market value per share as of such valuation date, as determined by the Board of Directors in good faith and in accordance with uniform principles consistently applied. Such Fair Market Value shall be determined on a regular basis, not less than annually.


2.11 "Member of the Scientific Advisory Board" means a member of the Company's Scientific Advisory Board.


2.12 "Officer" means an officer of the Company, as defined in Rule 16a- 1(f) under the Exchange Act, as such rule may be amended from time to time.


2.13 "Participant" means an Director or Member to whom an award is granted under this Plan.


2.14 "Plan" means the Ixion Biotechnology, Inc. 1994 Board Retainer Plan, as it may be amended from time to time.


2.15 "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act, as such rule may be amended from time to time.


2.16 "Secretary" means the Secretary of the Company.


2.17 "Securities Act" means the Securities Act of 1933, as amended.


2.18 "Termination of Relationship" means with respect to any Director, Member of the Scientific Advisory Board, or employee, the time when such person ceases to be a Director, Member of the Scientific Advisory Board, or employee of the Company for any reason, with or without cause, including without limitation, a termination by resignation, removal, death, disability, or failure to be nominated or reelected by the Company's stockholders. Nothing in this Plan shall confer upon any such Director, Member of the Scientific Advisory Board, or employee, any right to continue his or her association with the Company or shall interfere with or restrict in any way the rights of the Company and its stockholders, which are hereby expressly reserved, to remove any such person at any time for any reason whatsoever, with or without cause.


3. Stock Subject to Plan.


3.1 Stock Subject to Plan. The stock subject to an Award shall be shares of the Company's Common Stock. The aggregate number of such shares issued and outstanding to Directors or Members of the Scientific Advisory Board pursuant to Awards shall not exceed 75,000.


3.2 Changes in Company Capitalization. In the event that (i) the outstanding shares of Common Stock are hereafter changed into or exchanged for a different number or kind of shares or other securities of the Company, or of another entity, by reason of reorganization, merger, consolidation, recapitalization, reclassification, or (ii) the number of shares is increased or decreased by reason of a stock split, stock dividend, combination of shares or any other increase or decrease in the number of such shares of Common Stock effected without receipt of consideration by the Company (provided, ...