2002 Nonemployee Director Retainer Fee Plan

AMENDED AND RESTATED


RIBAPHARM INC. 2002 NONEMPLOYEE DIRECTOR


RETAINER FEE PLAN


ARTICLE I - PURPOSE OF THE PLAN


The purpose of the Ribapharm Inc. 2002 Nonemployee Director Retainer Fee Plan is to further the growth, development, and financial success of the Corporation by strengthening the Corporation's ability to attract and retain the services of experienced and knowledgeable Nonemployee Directors by enabling them to participate in the Corporation's growth and by linking the personal interests of Nonemployee Directors to those of the Corporation's shareholders.


ARTICLE II - CERTAIN DEFINITIONS


Unless the context clearly indicates otherwise, the following terms shall have the following meanings:


2.1 "AWARD" means the payment of the Quarterly Retainer, in whole or in part, in Shares.


2.2 "BOARD" means the board of directors of the Corporation.


2.3 "CORPORATION" means Ribapharm Inc.


2.4 "EFFECTIVE DATE" means the date set forth in Section 7.4 hereof.


2.5 "EMPLOYEE" means any individual who is in the employment of the Corporation or any of its subsidiaries.


2.6 "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.


2.7 "FAIR MARKET VALUE" on any date shall mean the reported closing price of the Shares as reported by The Nasdaq Stock Market at the close of the primary trading session on such date, or if the Shares were not traded on such date, on the next preceding day on which the Shares were traded. In the event Fair Market Value cannot be determined in a manner described above, then Fair Market Value shall be determined by the Committee in good faith.
2.8 "NONEMPLOYEE DIRECTOR" means any individual who is a member of the Board, but who is not otherwise an Employee of the Corporation.


2.9 "PARTICIPANT" means a Nonemployee Director who has received an Award under the Plan.


2.10 "PLAN" means the Ribapharm Inc. 2002 Nonemployee Director Retainer Fee Plan, as amended from time to time.


2.11 "QUARTERLY RETAINER" means the payment made on a quarterly basis to a ...