Exhibit 10.11

                              AMENDED AND RESTATED
                           STOCK OPTION GRANT PROGRAM
                                       FOR
                         NONEMPLOYEE DIRECTORS UNDER THE
                     ZYMOGENETICS 2001 STOCK INCENTIVE PLAN

     The following provisions set forth the terms of the stock option grant
program (the "Program") for nonemployee directors of ZymoGenetics, Inc. (the
"Company") under the Company's 2001 Stock Incentive Plan (the "Plan"). The
following terms are intended to supplement, not alter or change, the provisions
of the Plan, and in the event of any inconsistency between the terms contained
herein and in the Plan, the Plan shall govern. All capitalized terms that are
not defined herein shall be as defined in the Plan.

     1. Eligibility

     Each director of the Company who is not otherwise an employee of the
Company or any Related Company (an "Eligible Director") shall be eligible to
receive grants under the Plan, as discussed below.

     2. Initial Grants

     (a) Each Eligible Director who is first elected or appointed to the Board
after the closing date of an underwritten initial public offering of the
Company's Common Stock (the "IPO"), other than an Eligible Director elected or
appointed pursuant to Section 4.3 of the Shareholders' Agreement dated as of
November 10, 2000 among the Company and certain investors, shall automatically
be granted as of the date of such initial election or appointment a Nonqualified
Stock Option to purchase that number of shares of Common Stock calculated by
dividing $250,000 by the Common Stock's Fair Market Value on the Grant Date (the
"Initial Grant").

     (b) Initial Grants shall vest and become exercisable at the next annual
meeting of shareholders (the "Annual Meeting"), assuming continued service on
the Board for such period; provided, however, that with respect to any Initial
Grant made within five months before an Annual Meeting, the Option shall not
become vested and exercisable until the second Annual Meeting after the date of
such Initial Grant.



     3. Annual Grants

     (a) Commencing with the first Annual Meeting following the closing of the
Company's initial public offering and immediately following each year's Annual
Meeting thereafter, each Eligible Director shall automatically receive a
Nonqualified Stock Option to purchase that number of shares of Common Stock
calculated by dividing $100,000 by the Common Stock's Fair Market Value on the
Grant Date (each, an "Annual Grant"); provided that any Eligible Director who
received an Initial Grant within five months before an Annual Meeting shall not
receive an Annual Grant until immediately following the second Annual Meeting
after the date of such Initial Grant.

     (b) Such Annual Grants shall fully vest and become exercisable on the next
Annual Meeting, assuming continued service on the Board for such period.

     4. Option Exercise Price

     The exercise price of an Option shall be the Fair Market Value of the
Common Stock on the Grant Date.

     5. Manner of Option Exercise

     An Option shall be exercised by giving the required notice to the Company,
stating the number of shares of Common Stock with respect to which the Option is
being exercised, accompanied by payment in full for such Common Stock, which
payment may be in whole or in part (a) in cash or check, (b) in shares of Common
Stock, owned by the Eligible Director for at least six months (or any shorter
period necessary to avoid a charge to the Company's earnings for financial
reporting purposes) having a Fair Market Value on the day prior to the exercise
date equal to the aggregate Option exercise price, or (c) if and so long as the
Common Stock is registered under the Exchange Act, by delivery of a properly
executed exercise notice, together with irrevocable instructions to a broker, to
properly deliver to the Company the amount of sale or loan proceeds to pay the
exercise price, all in accordance with the regulations of the Federal Reserve
Board.

     6. Term of Options

     Each Option shall expire ten years from the Grant Date thereof, but shall
be subject to earlier termination as follows:

     (a) In the event that an Eligible Director ceases to be a director of the
Company for any reason other than the death of the Eligible Director, the
unvested portion of any Option granted to such Eligible Director shall terminate
immediately and the vested portion of the Option may be exercised by the
Eligible Director only within one year after the date he or she ceases to be a
director of the Company or prior to the date on which the Option expires by its
terms, whichever is earlier.

     (b) In the event of the death of an Eligible Director, the unvested portion
of any Option granted to such Eligible Director shall automatically become fully
vested and exercisable. The Option may be exercised only within one year after
the date of death of the Eligible Director or prior to the date on which the
Option expires by its terms, whichever is earlier, by the personal
representative of the Eligible Director's estate, the person(s) to whom the
Eligible Director's rights under the Option have passed by will or the
applicable laws of descent and distribution or the beneficiary designated
pursuant to Section 11 of the Plan.

     7. Company Transactions

     In the event of any Company Transaction, other than a Related Party
Transaction, each Initial and Annual Grant that is at the time outstanding shall
automatically accelerate so that each such grant shall, immediately prior to the
specified effective date for the Company Transaction, become fully vested and
exercisable. Such Options shall terminate and no longer be exercisable to the
extent that they are not exercised prior to the Company Transaction.



     8. Amendment

     The Board may amend the provisions contained herein in such respects as it
deems advisable. Any such amendment shall not, without the consent of the
Eligible Director, impair or diminish any rights of an Eligible Director or any
rights of the Company under an Option.

     Provisions of the Plan (including any amendments) that were not discussed
above, to the extent applicable to Eligible Directors shall continue to govern
the terms and conditions of Options granted to Eligible Directors.

     9. Effective Date

     The Program shall become effective on the closing of the Company's IPO.



     Amended and Restated September 20, 2002