Apbiotech Inc. Executive Stock Option Plan 2000

EXHIBIT 10.6


RULES OF THE


APBIOTECH INC


EXECUTIVE STOCK OPTION PLAN 2000


New Bridge Street Consultants
20 Little Britain
London EC1A 7DH
Ref: N 051200


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RULES OF THE APBIOTECH


EXECUTIVE STOCK OPTION PLAN 2000


1 MEANINGS OF WORDS USED


1.1 In these Rules:


"Associated Company" has the meaning given to it by Section 416 of
the U.K. Taxes Act;


"Business Day" means a day on which NASDAQ is open for the
transaction of business;


"Company" means APBiotech Inc;


"Control" has the meaning given to it by Section 840 of the U.K.
Taxes Act;


"Date of Grant" means the date on which the Directors resolve to
grant an Option;


"Directors" means the Board of Directors of the Company or a duly
authorised committee of it;


"Eligible Employee" means any person who is a common law employee of
a Participating Company who devotes substantially the whole of his
working time to his duties;


"Employees' Share Plan" means a plan for encouraging or
facilitating the holding of shares in the Company by or for the
benefit of the bona fide employees or former employees of the
Company, the Company's subsidiary or holding company or a subsidiary
of the Company's holding company;


"Market Value" means in relation to a Share:


(i) If Shares are listed on a national securities exchange or
traded in the over-the-counter market and sales prices are
regularly reported for Shares, either (a) the average of the
low and high prices of the Shares on the composite tape or
other comparable reporting system for the applicable date, or
if the applicable date is not a trading day, for the trading
day immediately preceding the applicable date or (b) the
closing or last price of Shares on the composite tape or other
comparable reporting system for the applicable date, or if the
applicable date is not a trading day, for the trading day
immediately preceding the applicable date, as the Option
Committee shall determine.


(ii) If Shares are not traded on a national securities exchange but
are traded on the over-the-counter market, if sales prices are
not regularly reported for the Shares for the trading days or
day referred to in clause (1), and if bid and asked prices for
the Shares are regularly reported, the mean between the bid
and the asked price for the Shares at the close of trading in
the over-the-counter market for the training day on which
Shares were traded immediately preceding the applicable date,
as the Option Committee shall determine; and


(iii) If the Shares are neither listed on a national securities
exchange nor traded in the over-the-counter market, such value
as the Option Committee, in good faith, shall determine.


"Member of the Group" means the Company and all Subsidiaries and
Associated Companies of it from time to time;


"Option" means a right to acquire Shares granted pursuant to the
Plan and for the time being subsisting;


"Option Committee" means a duly appointed committee of the Directors
comprising Directors who:


(i) do not hold any executive office with a Participating
Company; and


(ii) will not themselves participate in the Plan;


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"Option Exercise Date" means the date when an Option is effectively
exercised upon compliance with the provisions of Rules 7.1;


"Option Holder" means a person holding an Option, including, where
the context so permits, his personal representatives;


"Option Period" means, in respect of an Option, a period commencing
on the Date of Grant and expiring at the close of business on the
day preceding the 10th anniversary of the Date of Grant;


"Option Price" means the price per Share payable on the exercise of
an Option as determined by the Option Committee under Rule 3.1;


"Original Shareholder" means Nycomed Amersham plc (or any subsidiary
of Nycomed Amersham plc) or Pharmacia Corp (or any subsidiary of
Pharmacia Corp);


"Participating Companies" means the Company and any Subsidiary of
the Company, direct or indirect, designated by the Option Committee
as a Participating Company


"Plan" means this plan known as "APBiotech Inc Executive Stock
Option Plan 2000" in its present form or as from time to time
altered in accordance with the Rules;


"Plan Period" means the period commencing on the date of the
approval of the Plan by the Directors and ending on the 10th
anniversary of that date;


"Rules" means these rules as amended from time to time;


"Shares" means shares in the Company's common stock, US$0.01 - par
value


"Subsidiary" means a company which is:


(i) a subsidiary of the Company within the meaning given
thereto by Section 736 of the U.K. Companies Act 1985,
and


(ii) under the Control of the Company;


"Taxes Act" means the UK Income and Corporation Taxes Act 1988; and


"Year" means a year beginning on any January 1 and ending the
following December 31.


1.2 Where the context so admits or requires, the singular includes the
plural and the masculine includes the feminine and vice versa;
references to any statutory provision shall include any modification
or re-enactment.


1.3 Headings shall be ignored in construing the Rules. Footnotes and
expressions in italics do not form part of the rules and are for
guidance only.


2 GRANT OF OPTIONS


2.1 GRANT OF OPTIONS


Subject to Rule 2.10 below, the Option Committee may during the Plan
Period in its absolute discretion grant to any Eligible Employee an
Option to acquire such number of Shares as the Option Committee may
determine (or such lesser number as may be the case following an
adjustment under Rule 2.8) at the Option Price.


2.2 TIME WHEN OPTIONS MAY BE GRANTED


Options shall only be granted at such times as may be permitted by
applicable securities laws.


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2.3 CONDITIONS ON EXERCISE


The Option Committee may grant an Option on the basis that it may
not be exercised, in whole or in part, until certain conditions
have been satisfied.


The Option Committee may in its discretion waive, vary or amend any
such condition. Such discretion shall only be exercised if events
happen which cause the Option Committee to consider that a waived,
varied or amended condition would be a fairer measure of
performance and would be no more difficult to satisfy.


2.4 OPTION CERTIFICATES


Each Option Holder shall be issued an option certificate (executed
as a deed), on or as soon as practicable after the Date of Grant, in
such form as the Option Committee shall prescribe.


2.5 NO PAYMENT


No payment to the Company shall be required on the grant of an
Option.


2.6 DISCLAIMER OF OPTION


Any Option Holder may, by notice in writing to the Secretary of the
Company, within 30 days after the Date of Grant, disclaim in whole
his Option and in such case the Option shall be deemed never to have
been granted under the Plan. No consideration shall be payable for
any disclaimer.


2.7 DISPOSAL RESTRICTIONS


Except for the transmission of an Option on the death of an Option
Holder to his personal representatives, neither an Option nor any
rights in respect of it may be transferred, assigned or otherwise
disposed of by an Option Holder to any other person, and if an
Option Holder purports to transfer, assigns or disposes of any such
Option or rights, whether voluntarily or involuntarily, then the
relevant Option shall immediately lapse.


2.8 BLUE PENCIL PROVISION


If any Option is purported to be granted on terms which are not in
accordance with the provisions of these Rules, including the
limitations on participation and the calculation of the Option
Price, the Option Committee shall vary the terms of such Option to
bring the Option within the Rules and any such variation shall take
effect from the Date of Grant.


2.9 LIMITS ON SHARES AVAILABLE


2.9.1 Subject to Rules 2.9.2 and 2.9.3 below, no Options shall be
granted under the Plan which would, at the time they are
granted, cause the number of Shares which may be issued in
pursuance of Options granted under the Plan, or in pursuance
of options or other awards made under any other Employees'
Share Plan of the Company, to exceed such number as represents
3% of the ordinary share capital of the Company from time to
time.


2.9.2 The limit at Rule 2.9.1 above shall apply from the date of
adoption of the Plan by the Company until such date as
determined by the Directors, which shall not be before 1 June
2002 at the earliest.


2.9.3 Only those Shares which are capable of being issued before 1
June 2002 (or such later date as determined by the Directors
pursuant to Rule 2.9.2 above) on the exercise of any options
or other awards will be relevant for the purposes of
calculating the limit in rule 2.9.1 above, and Shares shall
not be regarded as being capable of being issued by reason of
any provisions in the relevant Employees' Share Plans under
which such options or awards are


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granted allowing a person to exercise an option or award in
circumstances of leaving employment or a change of control of
the Company.


2.10 LIMIT ON INDIVIDUAL PARTICIPATION


The maximum number of shares over which Options can be granted to an
Eligible Employee in any year is 1,000,000 Shares.


3 OPTION PRICE


3.1 DETERMINATION OF OPTION PRICE


The Option Committee shall determine the Option Price which shall be
stated at the Date of Grant and shall not be less than the Market
Value of a Share on the Date of Grant.


4. VARIATIONS IN SHARE CAPITAL


4.1 ADJUSTMENT OF OPTIONS


In the event (a "Relevan ...