Form of Stock Option Agreement For Executive Officers (form B).

Exhibit 10.2

[STANDARD FORM OF OPTION AGREEMENT FOR EXECUTIVE OFFICERS

(FORM B)]


ALEXION PHARMACEUTICALS, INC.

2004 INCENTIVE PLAN

STOCK OPTION AGREEMENT

AGREEMENT made as of this day of , 200 , by and between Alexion Pharmaceuticals, Inc., a Delaware corporation (the " Company" ), and (the " Optionee" ).


W I T N E S S E T H

WHEREAS, pursuant to the Alexion Pharmaceuticals, Inc. 2004 Incentive Plan (the " Plan" ), the Company desires to grant to the Optionee, and the Optionee desires to accept, an option to purchase shares of common stock, $.0001 par value, of the Company (the " Common Stock" ) upon the terms and conditions set forth in this Agreement and the Plan. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.


NOW, THEREFORE, the parties hereto agree as follows:


1. Grant . The Company hereby grants to the Optionee an option to purchase shares of Common Stock on the terms and conditions set forth herein (" Option" ).


This option to purchase shares of Common Stock is granted in connection with the services rendered by the Optionee as an employee of the Company. This Option is intended to be treated as an option which [is] [is not] an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, to the extent permissible by law.


2. Purchase Price . The purchase price of each share of Common Stock subject to the Option (collectively, the " Option Shares" ) shall be $ . The purchase price of the Option Shares shall be paid at the time of exercise, as provided in paragraph 3 hereof.


3. Exercise . Provided that the Optionee shall be in the employ or service (as an officer, director, consultant or other independent contractor or otherwise) by the Company or a subsidiary, the Option to purchase shares of Common Stock shall become exercisable, subject to acceleration of such vesting as herein provided and as provided in that certain Employment Agreement between the Company and Optionee, in accordance with the following schedule:


2 Event Relating to Vesting Number of Options Vested


If the Optionee performs services for the Company or a subsidiary in a capacity other than as a director or employee, then, for purposes hereof, those services will be deemed to be continuous until they are terminated, and they will be deemed to be terminated at the time provided therefor in the consulting or other agreement governing the performance of such services or, if there is no such agreement, at the time the Company notifies the Optionee that it no longer contemplates the utilization of such services. The options may be exercised in whole or in part by delivering to the Secretary of the Company (a) a written notice specifying the number of shares to be purchased, and (b) payment in full of the exercise price, together with the amount, if any, deemed necessary by the Company to enable it to satisfy any income tax withholding obligations with respect to the exercise (unless other arrangements, acceptable to the Company, are made for the satisfaction of such withholding obligations), or by delivering to the Secretary of the Company other shares of Common Stock of the Company. The exercise price shall be payable by bank or certified check, or by such other method as the Board of Directors may in its sole discretion, determine; provided, however, that in lieu of the foregoing, the Optionee may exercise the Option, in whole or in part, by delivering to the Company shares of common stock of the Company (in proper form for


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transfer and accompanied by all requisite stock transfer tax stamps or cash in lieu thereof) then owned by the Optionee for at least six months and having a fair market value equal to the cash exercise price applicable to that portion of the Option being exercised by the delivery of such shares. The fair market value of the shares delivered as consideration for the exercise of such Option shall be determined as of the date immediately preceding the date upon which the Option is exercised, or as may be required in order to comply with or to conform to the requirements of any applicable laws or regulations. Restricted stock (i.e., unregistered securities) shall be valued as if it were not subject to restrictions on transfer or possibilities of forfeiture. If shares of restricted stock are utilized as consideration for the exercise of an Option, the number of shares issued upon the exercise of such Option equal to the number of shares of restricted stock utilized as consideration therefore shall be subject to the same restrictions as the restricted stock so utilized. In addition, in lieu of payment of any such income tax withholding obligations, the Optionee shall have the right to require the Company to retain and cancel a number of Option Shares out of the Option Shares being purchased having a fair market value equal to the amount of such income tax withholding obligations (or so much thereof as shall not be paid by the Optionee in connection with such exercise).

4. Termination . The Option terminates at midnight on and may not be exercised under any circumstances thereafter.


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5. Riqhts as Stockholder . No shares of Common Stock shall be sold or delivered hereunder until full payment for such shares has been made. The Optionee shall have no rights as a stockholder with respect to any Option Shares until a stock certificate for such shares is issued to him or her. Except as otherwise provided herein, no adjustment shall be made for dividends or distributions of other rights for which the record date is prior to the date such stock certificate is issued.

6. Nontransferability . This Option is not assignable or transferable except by will and/or the laws of descent and distribution, and is exercisable during the Optionee' s lifetime only by the Optionee. If the Optionee shall die, his estate, personal representative, or beneficiary shall have the right, subject to the provisions of paragraph 4, to exercise the Option at any time during the remainder of the term of the Option. Notwithstanding the foregoing provisions of this Section 6, the Optionee may transfer all or a portion of the Option to: (i) any of the Optionee' s " family members" (as defined in General Instruction A to Form S-8 under the Securities Act of 1933, as amended)(" Family Members" ); (ii) a trust or trusts in which the Family Members have more than fifty percent (50%) of the beneficial interest; (iii) a foundation or foundations in which the Family Members and/or the Optionee control the management of assets; (iv) any other entity or entities in which the Family Members and/or the Optionee own more than fifty percent (50%) of the voting interests; or (v) subject to the Optionee' s and the proposed transferee' s satisfaction of such terms and conditions


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as the Committee, in its sole discretion, any transferee or transferees approved by the Committee in writing prior to such transfer. At least thirty (30) days prior to transferring any part of this Option, the Optionee shall provide the Company with a written notice of transfer stating the proposed transferee' s name, address and relationship to the Optionee and the amount and form of consideration, if any, to be received by the Optionee pursuant to the proposed transfer and such other information the Company may require in order to evaluate the proposed transfer, including, if applicable, such evidence that the Company deems necessary to establish that the transferee is a Family Member of the Optionee. A transferee of this Option shall take and hold this Option subject to the terms and conditions of this Agreement and the Plan. The Optionee hereby acknowledges that, in the event the Optionee transfers this Option in whole or in part, the Optionee shall remain responsible for the satisfaction of any tax withholding obligations relating to the transfer or exercise of this Option and, further acknowledges that, the transferee' s right to exercise any part of this Option shall be subject to, and conditioned upon, the Optionee' s satisfaction of any such withholding obligations.


7. Securities Restrictions . If the shares to be issued upon an exercise of the option are not registered under the Securities Act of 1933, then, as a further condition of the Company' s obligation to issue such shares, the Optionee may be required to give a representation in writing that the Optionee is acquiring the shares for his own account as an investment and not


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with a view to, or for sale in connection with, the distribution of such shares, and the certificates representing such shares shall bear ...