S-8 POS

As filed with the Securities and Exchange Commission on October 30, 2002

Registration No. 333-92424

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMGEN INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	95-3540776
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

One Amgen Center Drive

Thousand Oaks, California 91320-1789

(805) 447-1000

(Address, Including Zip Code, and Telephone Number, Including Area Code,

of Registrant’s Principal Executive Offices)

Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (formerly known

as the Immunex Corporation 1993 Stock Option Plan)

Amgen Inc. Amended and Restated 1999 Equity Incentive Plan (formerly known

as the Immunex Corporation 1999 Stock Option Plan)

Amgen Inc. Amended and Restated 1999 Employee Stock Purchase Plan (formerly known

as the Immunex Corporation 1999 Employee Stock Purchase Plan)

Immunex Corporation Stock Option Plan for Nonemployee Directors

Amgen Inc. Profit Sharing 401(k) Plan and Trust (formerly known

as the Immunex Corporation Profit Sharing 401(k) Plan and Trust)

(Full title of the Plans)

Steven M. Odre, Esq.

Senior Vice President, General Counsel and Secretary

One Amgen Center Drive

Thousand Oaks, California 91320-1789

(805) 447-1000

(Name and Address, Including Zip Code, and Telephone Number,

Including Area Code, of Agent for Service)

Copies to:

Gary Olson, Esq.

Charles Ruck, Esq.

Latham & Watkins

633 West Fifth Street, Suite 4000

Los Angeles, California 90071-2007

(213) 485-1234

Total pages 89

Index to Exhibits on Page 5

EXPLANATORY NOTE

Amgen Inc., a Delaware corporation (the “Company”), is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 (the “Post-Effective Amendment”) to deregister certain shares of the Company’s common stock, par value $.0001 per share (the “Common Stock”), that were originally registered pursuant to the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on July 16, 2002, File No. 333-92424 (the “Registration Statement”).

In connection with the merger of AMS Acquisition Inc. (“AMS”), a wholly owned subsidiary of the Company, with Immunex Corporation (the “Merger”), the Company registered 40,099,696 shares of its Common Stock (“Shares”) for issuance under several plans that the Company assumed or continued in connection with the Merger and listed on the Registration Statement (the “Plans”). Conversion ratios established in connection with the Merger were used to estimate the numbers of Shares that, as of the closing of the Merger, were subject to outstanding awards or rights that were assumed or were available for future issuance by the Company under the Plans. The Company subsequently determined that such estimates, as reflected in the Registration Statement, overstated the number of Shares registered as issuable under the Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (the “1993 Plan”) and the Amgen Inc. Amended and Restated 1999 Equity Incentive Plan (the “1999 Plan”) by 17,366 shares and 550 shares, respectively. Accordingly, this Post-Effective Amendment is being filed to deregister 17,916 Shares previously registered pursuant to the Registration Statement, consisting of 17,366 Shares registered for issuance under the 1993 Plan and 550 Shares registered for issuance under the 1999 Plan. This Post-Effective Amendment shall not affect the remaining Shares registered pursuant to the Registration Statement, and the effectiveness of the Registration Statement as to the 40,081,780 Shares issuable under the Plans shall continue unaffected by this Post-Effective Amendment.

This Post-Effective Amendment also is being filed to attach as exhibits copies of the 1993 Plan, the 1999 Plan and the Amgen Inc. Amended and Restated 1999 Employee Stock Purchase Plan that include updated provisions setting forth the numbers of Shares available for issuance under such plans. Such numbers, as reflected in the forms of such plans originally attached as exhibits to the Registration Statement, reflected estimates prepared for purposes of filing the Registration Statement.

The Registration Statement remains in effect in all other respects.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Thousand Oaks, State of California, on the 30th day of October, 2002.

AMGEN INC.
By:	/s/    STEVEN M. ODRE
	Steven M. Odre Senior Vice President, General Counsel and Secretary

3

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated effective as of October 30, 2002:

Signature		Title
* Kevin W. Sharer		Chairman, Chief Executive Officer, President and Director
* Richard D. Nanula		Executive Vice President, Finance, Strategy and Communications, and Chief Financial Officer
* Barry D. Schehr		Vice President, Financial Operations, and Chief Accounting Officer
* David Baltimore		Director
* Frank J. Biondi, Jr.		Director
* Jerry D. Choate		Director
Edward V. Fritzky		Director
* Frederick W. Gluck		Director
* Franklin P. Johnson, Jr.		Director
* Steven Lazarus		Director
* Gilbert S. Omenn		Director
* Judith C. Pelham		Director
* J. Paul Reason		Director
* Donald B. Rice		Director
* Patricia C. Sueltz		Director
*By:	/s/    STEVEN M. ODRE         Steven M. Odre Attorney-in-fact

4

INDEX TO EXHIBITS

SEQUENTIALLY NUMBERED EXHIBIT	DESCRIPTION
10.1*	Amgen Inc. Amended and Restated 1993 Equity Incentive Plan (formerly known as the Immunex Corporation 1993 Stock Option Plan).
10.2*	Amgen Inc. Amended and Restated 1999 Equity Incentive Plan (formerly known as the Immunex Corporation 1999 Stock Option Plan).
10.3*	Amgen Inc. Amended and Restated 1999 Employee Stock Purchase Plan (formerly known as the Immunex Corporation 1999 Employee Stock Purchase Plan).

*  Filed herewith.

5

EX-10.1

                                                                    EXHIBIT 10.1

                                   AMGEN INC.

                 AMENDED AND RESTATED 1993 EQUITY INCENTIVE PLAN

     Amgen Inc. has adopted this Amended and Restated 1993 Equity Incentive Plan
(the "Plan"), effective as of July 15, 2002 (the "Restatement Date"). This Plan
amends and restates in its entirety the Immunex Corporation 1993 Stock Option
Plan, as amended (the "Original Plan").

                                   ARTICLE I.

                    PROVISIONS APPLICABLE TO OPTIONS GRANTED
                            PRIOR TO RESTATEMENT DATE

     The following provisions of this Article I shall govern awards granted
under the Plan prior to the Restatement Date:

SECTION 1.    PURPOSE.
              -------

     The purpose of Article I of the Plan is to provide a means whereby selected
employees, directors and officers of Amgen Inc., a Delaware corporation (the
"Company"), or of any parent or subsidiary (as defined in Article I, subsection
5.8 and referred to hereinafter as "related corporations") thereof, may be
granted incentive stock options and/or nonqualified stock options to purchase
the Common Stock (as defined in Article I, Section 3) of the Company, in order
to attract and retain the services or advice of such employees, directors and
officers and to provide added incentive to such persons by encouraging stock
ownership in the Company.

SECTION 2.    ADMINISTRATION.
              --------------

     This Plan shall be administered by a committee (the "Committee" or "Plan
Administrator") appointed by the Board of Directors of the Company (the "Board")
consisting of two or more members of the Board. If and so long as the Common
Stock is registered under Section 12(b) or 12(g) of the Securities Exchange Act
of 1934, as amended from time to time (the "Exchange Act"), the Board shall
consider in selecting the Plan Administrator and the membership of any committee
acting as Plan Administrator of the Plan with respect to any



persons subject or likely to become subject to Section 16 under the Exchange Act
the provisions regarding (a) "outside directors" as contemplated by Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), and (b)
"nonemployee directors" as contemplated by Rule 16b-3 under the Exchange Act.
The Board may delegate the responsibility for administering the Plan with
respect to designated classes of eligible Participants to different committees,
subject to such limitations as the Board deems appropriate. Committee members
shall serve for such term as the Board may determine, subject to removal by the
Board at any time. To the extent consistent with applicable law, the Board may
authorize one or more senior executive officers of the Company to grant options
to specified eligible persons, within the limits specifically prescribed by the
Board.

     2.1  Procedures.
          ----------

     The Board shall designate one of the members of the Plan Administrator as
chairman. The Plan Administrator may hold meetings at such times and places as
it shall determine. The acts of a majority of the members of the Plan
Administrator present at meetings at which a quorum exists, or acts reduced to
or approved in writing by all Plan Administrator members, shall be valid acts of
the Plan Administrator.

     2.2  Responsibilities.
          ----------------

     Except for the terms and conditions explicitly set forth in this Plan, the
Plan Administrator shall have the authority, in its discretion, to determine all
matters relating to the options to be granted under this Plan, including
selection of the individuals to be granted options, the number of shares to be
subject to each option, the exercise price, and all other terms and conditions
of the options. Grants under this Plan need not be identical in any respect,
even when made simultaneously. The interpretation and construction by the Plan
Administrator of any terms or provisions of this Plan or any option issued
hereunder, or of any rule or regulation promulgated in connection herewith,
shall be conclusive and binding on all interested parties, so long as such
interpretation and construction with respect to incentive stock options
correspond to the requirements of Section 422 of the Code, the regulations
thereunder and any amendments thereto.

                                       2



     2.3    Section 16(b) Compliance and Bifurcation of Plan.
            ------------------------------------------------

     Notwithstanding anything in this Plan to the contrary, the Board, in its
absolute discretion, may bifurcate this Plan so as to restrict, limit or
condition the use of any provision of this Plan to participants who are officers
and directors subject to Section 16 of the Exchange Act without so restricting,
limiting or conditioning this Plan with respect to other participants.

SECTION 3.  STOCK SUBJECT TO THIS PLAN.
            --------------------------

     The stock subject to this Plan shall be the Company's Common Stock, par
value $.0001 per share (the "Common Stock"), presently authorized but unissued.

SECTION 4.  ELIGIBILITY.
            -----------

     An incentive stock option may be granted only to an individual who, at the
time the option is granted, is an employee of the Company or any related
corporation. A nonqualified stock option may be granted to any employee,
director or officer of the Company or any related corporation, whether an
individual or an entity. Any party to whom an option is granted under Article I
of this Plan shall be referred to hereinafter as an "Optionee."

SECTION 5.  TERMS AND CONDITIONS OF OPTIONS.
            -------------------------------

     Options granted under this Plan shall be evidenced by written agreements
which shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and which are not inconsistent with this
Plan. Notwithstanding the foregoing, options shall include or incorporate by
reference the following terms and conditions:

     5.1    Number of Shares and Price.
            --------------------------

     The maximum number of shares that may be purchased pursuant to the exercise
of each option and the price per share at which such option is exercisable (the
"exercise price") shall be as established by the Plan Administrator; provided,
however, that the Plan Administrator shall act in good faith to establish the
exercise price which shall be not less than the fair market value per share of
the Common Stock at the time the option is granted with respect to incentive
stock options and not less than the par value per share of the Common Stock at
the time the option is

                                       3



granted with respect to nonqualified stock options and also provided that, with
respect to incentive stock options granted to greater than 10% stockholders, the
exercise price shall be as required by Article I, subsection 6.1.

     5.2   Term and Maturity.
           -----------------

     Subject to the restrictions contained in Article I, Section 6 with respect
to granting incentive stock options to greater than 10% stockholders, the term
of each incentive stock option shall be as established by the Plan Administrator
and, if not so established, shall be 10 years from the date it is granted but in
no event shall it exceed 10 years. The term of each nonqualified stock option
shall be as established by the Plan Administrator and, if not so established,
shall be 10 years. To ensure that the Company or related corporation will
achieve the purpose and receive the benefits contemplated in this Plan, any
option granted to any Optionee hereunder shall, unless the condition of this
sentence is waived or modified in the agreement evidencing the option or by
resolution adopted at any time by the Plan Administrator, be exercisable
according to the following schedule:

Period of Optionee's Continuous Relationship       Portion of Total Option
  With the Company or Related Corporation           Which Is Exercisable
   From the Date the Option Is Granted              --------------------
      -------------------------

          after one year                                      20%
          after two years                                     40%
          after three years                                   60%
          after four years                                    80%
          after five years                                   100%

     Notwithstanding the foregoing, for any option granted under Article I of
the Plan, the option shall become 100% vested and exercisable on the date of
termination of an Optionee's employment or service relationship with the Company
or a related corporation on account of the Optionee's death, provided that the
Optionee has been in the continuous employment of or service to the Company or a
related corporation for at least two years at the date of such Optionee's death.

                                       4



     5.3   Exercise.
           --------

     Subject to the vesting schedule described in Article I, subsection 5.2,
each option may be exercised in whole or in part at any time and from time to
time; provided, however, that no fewer than 20% of the shares purchasable under
the option (or the remaining shares then purchasable under the option, if less
than 20%) may be purchased upon any exercise of option rights hereunder and that
only whole shares will be issued pursuant to the exercise of any option and that
the exercise price shall not be less than the par value per share of the Common
Stock at the time the option is exercised. During an Optionee's lifetime, any
options granted under Article I of this Plan are personal to him or her and are
exercisable solely by such Optionee. Options shall be exercised by delivery to
the Company of notice of the number of shares with respect to which the option
is exercised, together with payment of the exercise price.

     5.4   Payment of Exercise Price.
           -------------------------

     Payment of the option exercise price shall be made in full at the time the
notice of exercise of the option is delivered to the Company and shall be in
cash, bank certified or cashier's check or personal check (unless at the time of
exercise the Plan Administrator in a particular case determines not to accept a
personal check) for the Common Stock being purchased.

     The Plan Administrator can determine at any time before exercise that
additional forms of payment will be permitted. To the extent permitted by
applicable laws and regulations (including, but not limited to, federal tax and
securities laws and regulations and state corporate law), and unless the Plan
Administrator determines otherwise, an option also may be exercised, either
singly or in combination with one or more of the alternative forms of payment
authorized by this Article I, Section 5.4 by:

     (a)  tendering (either actually or by attestation) shares of stock of the
Company held by an Optionee having a fair market value equal to the exercise
price, such fair market value to be determined in good faith by the Plan
Administrator; provided, however, that payment in stock held by an Optionee
shall not be made unless the stock shall have been owned by the Optionee for a
period of at least six months (or any shorter period necessary to avoid a charge
to the Company's earnings for financial accounting purposes); or

                                       5



     (b)  delivery of a properly executed exercise notice, together with
irrevocable instructions to a broker, all in accordance with the regulations of
the Federal Reserve Board, to promptly deliver to the Company the amount of sale
or loan proceeds to pay the exercise price and any federal, state or local
withholding tax obligations that may arise in connection with the exercise.

     In addition, the exercise price for shares purchased under an option may be
paid, either singly or in combination with one or more of the alternative forms
of payment authorized by this Article I, Section 5.4, by (y) delivery of a
full-recourse promissory note executed by the Optionee; provided that (i) such
note delivered in connection with an incentive stock option shall, and such note
delivered in connection with a nonqualified stock option may, in the sole
discretion of the Plan Administrator, bear interest at a rate specified by the
Plan Administrator but in no case less than the rate required to avoid
imputation of interest (taking into account any exceptions to the imputed
interest rules) for federal income tax purposes, (ii) the Plan Administrator in
its sole discretion shall specify the term and other provisions of such note at
the time an incentive stock option is granted or at any time prior to exercise
of a nonqualified stock option, (iii) the Plan Administrator may require that
the Optionee pledge to the Company for the purpose of securing the payment of
such note the shares of Common Stock to be issued to the Optionee upon exercise
of the option and may require that the certificate representing such shares be
held in escrow in order to perfect the Company's security interest, and (iv) the
Plan Administrator in its sole discretion may at any time restrict or rescind
this right upon notification to the Optionee; or (z) such other consideration as
the Plan Administrator may permit.

     5.5   Withholding Tax Requirement.
           ---------------------------

     The Company or any related corporation shall have the right to retain and
withhold from any payment of cash or Common Stock under this Plan the amount of
taxes required by any government to be withheld or otherwise deducted and paid
with respect to such payment. At its discretion, the Company may require an
Optionee receiving shares of Common Stock to reimburse the Company for any such
taxes required to be withheld by the Company and withhold any distribution in
whole or in part until the Company is so reimbursed. In lieu thereof, the
Company shall have the right to withhold from any other cash amounts due or to
become due from the Company to the Optionee an amount equal to such taxes. The
Company may also retain and withhold or the Optionee may elect, subject to
approval by the Company at

                                       6



its sole discretion, to have the Company retain and withhold a number of shares
having a market value not less than the amount of such taxes required to be
withheld by the Company to reimburse the Company for any such taxes and cancel
(in whole or in part) any such shares so withheld.

     5.6   Holding Periods.
           ---------------

           5.6.1  Securities Exchange Act Section 16.

     If an individual subject to Section 16 of the Exchange Act sells shares of
Common Stock obtained upon the exercise of a stock option within six months
after the date the option was granted, such sale may result in short-swing
profit recovery under Section 16(b) of the Exchange Act.

           5.6.2  Taxation of Stock Options.

     The Plan Administrator may require an Optionee to give the Company prompt
notice of any disposition of shares of Common Stock acquired by the exercise of
an incentive stock option prior to the expiration of two years after the date of
grant of the option and one year from the date of exercise.

     5.7   Nontransferability of Options.
           -----------------------------

     Options granted under Article I of this Plan and the rights and privileges
conferred hereby may not be transferred, assigned, pledged or hypothecated in
any manner (whether by operation of law or otherwise), other than by will or by
the applicable laws of descent and distribution and shall not be subject to
execution, attachment or similar process. Any attempt to transfer, assign,
pledge, hypothecate or otherwise dispose of any option under Article I of this
Plan or of any right or privilege conferred hereby, contrary to the Code or to
the provisions of this Plan, or the sale or levy or any attachment or similar
process upon the rights and privileges conferred hereby shall be null and void.
Notwithstanding the foregoing, if the Company permits, an Optionee may, during
the Optionee's lifetime, designate a person who may exercise the option after
the Optionee's death by giving written notice of such designation to the Plan
Administrator. Such designation may be changed from time to time by the Optionee
by giving

                                       7



written notice to the Plan Administrator revoking any earlier designation and
making a new designation.

     5.8   Termination of Relationship.
           ---------------------------

     If the Optionee's relationship with the Company or any related corporation
ceases for any reason other than termination for cause, death or total
disability, and unless by its terms the option sooner terminates or expires,
then the portion of the option which is not exercisable at the time of such
cessation shall terminate immediately upon such cessation, unless the Plan
Administrator determines otherwise, and the Optionee may exercise, for a
three-month period, that portion of the option which is exercisable at the time
of such cessation, and shall terminate at the end of such period following such
cessation as to all shares for which it has not theretofore been exercised,
unless the Plan Administrator determines otherwise. The Plan Administrator shall
have sole discretion in a particular circumstance to extend the exercise period
following such cessation to any date up to the termination or expiration of the
option. If, however, in the case of an incentive stock option, the Optionee does
not exercise the Optionee's option within three months after cessation of
employment, the option will no longer qualify as an incentive stock option under
the Code.

     If an Optionee is terminated for cause, any option granted hereunder shall
automatically terminate as of the first discovery by the Company of any reason
for termination for cause, and such Optionee shall thereupon have no right to
purchase any shares pursuant to such option. "Termination for cause" shall mean
dismissal for dishonesty, conviction or confession of a crime punishable by law
(except minor violations), fraud, misconduct or disclosure of confidential
information.

     If an Optionee's relationship with the Company or any related corporation
is suspended pending an investigation of whether or not the Optionee shall be
terminated for cause, all the Optionee's rights under any option granted
hereunder likewise shall be suspended during the period of investigation.

     If an Optionee's relationship with the Company or any related corporation
ceases because of a total disability, the portion of the Optionee's option that
is exercisable at the time of such cessation shall not terminate or, in the case
of an incentive stock option, cease to be treated as an incentive stock option
until the end of the 12-month period following such

                                       8



cessation (unless by its terms it sooner terminates and expires). As used in
this Plan, the term "total disability" refers to a mental or physical impairment
of the Optionee which is expected to result in death or which has lasted or is
expected to last for a continuous period of 12 months or more and which causes
the Optionee to be unable, in the opinion of the Company and two independent
physicians, to perform his or her duties for the Company and to be engaged in
any substantial gainful activity. Total disability shall be deemed to have
occurred on the first day after the Company and the two independent physicians
have furnished their opinion of total disability to the Plan Administrator.

     Options granted under Article I of this Plan shall not be affected by any
change of relationship with the Company so long as the Optionee continues to be
an employee, director, officer, agent, consultant, advisor or independent
contractor of the Company or of a related corporation. The Plan Administrator,
in its absolute discretion, may determine all questions of whether particular
leaves of absence constitute a termination of services; provided, however, that
with respect to incentive stock options, such determination shall be subject to
any requirements contained in the Code. The foregoing notwithstanding, with
respect to incentive stock options, employment shall not be deemed to continue
beyond the first 90 days of such leave, unless the Optionee's reemployment
rights are guaranteed by statute or by contract.

     As used herein, the term "related corporation," when referring to a
subsidiary corporation, shall mean any corporation (other than the Company) in,
at the time of the granting of the option, an unbroken chain of corporations
ending with the Company, if stock possessing 50% or more of the total combined
voting power of all classes of stock of each of the corporations other than the
Company is owned by one of the other corporations in such chain. When referring
to a parent corporation, the term "related corporation" shall mean any
corporation in an unbroken chain of corporations ending with the Company if, at
the time of the granting of the option, each of the corporations other than the
Company owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain.

     5.9  Death of Optionee.
          -----------------

     If an Optionee dies while he or she has a relationship with the Company or
any related corporation or within the three-month period (or 12-month period in
the case of totally disabled Optionees) following cessation of such
relationship, any option held by such Optionee to the

                                       9



extent that the Optionee would have been entitled to exercise such option, may
be exercised within one year after his or her death by the personal
representative of his or her estate or by the person or persons to whom the
Optionee's rights under the option shall pass by will or by the applicable laws
of descent and distribution.

     5.10  No Status As Stockholder.
           ------------------------

     Neither the Optionee nor any party to which the Optionee's rights and
privileges under the option may pass shall be, or have any of the rights or
privileges of, a stockholder of the Company with respect to any of the shares
issuable upon the exercise of any option granted under this Plan unless and
until such option has been exercised.

     5.11  Continuation of Relationship.
           ----------------------------

     Nothing in this Plan or in any option granted pursuant to this Plan shall
confer upon any Optionee any right to continue in the employ or other
relationship of the Company or of a related corporation, or to interfere in any
way with the right of the Company or of any such related corporation to
terminate his or her employment or other relationship with the Company at any
time.

     5.12  Modification and Amendment of Option.
           ------------------------------------

     Subject to the requirements of Section 422 of the Code with respect to
incentive stock options and to the terms and conditions and within the
limitations of this Plan, the Plan Administrator may modify or amend outstanding
options granted under Article I of this Plan. The modification or amendment of
an outstanding option shall not, without the consent of the Optionee, impair or
diminish any of his or her rights or any of the obligations of the Company under
such option. Except as otherwise provided in this Plan, no outstanding option
shall be terminated without the consent of the Optionee. Unless the Optionee
agrees otherwise, any changes or adjustments made to outstanding incentive stock
options granted under this Plan shall be made in such a manner so as not to
constitute a "modification" as defined in Section 424(h) of the Code and so as
not to cause any incentive stock option issued hereunder to fail to continue to
qualify as an incentive stock option as defined in Section 422(b) of the Code.

                                       10



     5.13   Limitation on Value for Incentive Stock Options.

     As to all incentive stock options granted under the terms of this Plan, to
the extent that the aggregate fair market value of the stock (determined at the
time the incentive stock option is granted) with respect to which incentive
stock options are exercisable for the first time by the Optionee during any
calendar year (under this Plan and all other incentive stock option plans of the
Company, a related corporation or a predecessor corporation) exceeds $100,000,
such options shall be treated as nonqualified stock options. The previous
sentence shall not apply if the Internal Revenue Service issues a statutory
change, public rule, issues a private ruling to the Company, any Optionee or any
legatee, personal representative or distributee of an Optionee or issues
regulations changing or eliminating such annual limit.

SECTION 6.  GREATER THAN 10% STOCKHOLDERS.

     6.1    Exercise Price and Term of Incentive Stock Options.

     If incentive stock options are granted under this Plan to employees who own
more than 10% of the total combined voting power of all classes of stock of the
Company or any related corporation, the term of such incentive stock options
shall not exceed five years and the exercise price shall be not less than 110%
of the fair market value of the Common Stock at the time the incentive stock
option is granted. This provision shall control notwithstanding any contrary
terms contained in an option agreement or any other document.

     6.2    Attribution Rule.

     For purposes of Article I, subsection 6.1, in determining stock ownership,
an employee shall be deemed to own the stock owned, directly or indirectly, by
or for his or her brothers, sisters, spouse, ancestors and lineal descendants.
Stock owned, directly or indirectly, by or for a corporation, partnership,
estate or trust shall be deemed to be owned proportionately by or for its
stockholders, partners or beneficiaries. If an employee or a person related to
the employee owns an unexercised option or warrant to purchase stock of the
Company, the stock subject to that portion of the option or warrant which is
unexercised shall not be counted in determining stock ownership. For purposes of
this Article I, Section 6, stock owned by an employee shall include all stock
actually issued and outstanding immediately before the grant of the incentive
stock option to the employee.

                                       11



SECTION 7. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     The aggregate number and class of shares for which options may be granted
under this Plan, the number and class of shares covered by each outstanding
option and the exercise price per share thereof (but not the total price), shall
all be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a split-up or consolidation of
shares or any like capital adjustment, or the payment of any stock dividend.

     7.1   Effect of Liquidation or Reorganization.

           7.1.1  Cash, Stock or Other Property for Stock.

     Except as provided in Article I, subsection 7.1.2, upon a merger (other
than a merger of the Company in which the holders of Common Stock immediately
prior to the merger have the same proportionate ownership of Common Stock in the
surviving corporation immediately after the merger), consolidation, acquisition
of property or stock, separation, reorganization (other than a mere
reincorporation or the creation of a holding company) or liquidation of the
Company, as a result of which the stockholders of the Company receive cash,
stock or other property in exchange for or in connection with their shares of
Common Stock, any option granted hereunder shall terminate, but the Optionee
shall have the right immediately prior to any such merger, consolidation,
acquisition of property or stock, liquidation or reorganization to exercise such
Optionee's option in whole or in part whether or not the vesting requirements
set forth in the option agreement have been satisfied.

           7.1.2  Conversion of Options on Stock for Stock Exchange.

     If the stockholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their shares of Common Stock in
any transaction involving a merger (other than a merger of the Company in which
the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, liquidation
or reorganization (other than a mere reincorporation or the creation of a
holding company), the Company and the corporation issuing the Exchange Stock, in
their sole discretion, may determine that all options granted hereunder shall be
converted into options to

                                       12



purchase shares of Exchange Stock instead of terminating in accordance with the
provisions of Article I, subsection 7.1.1. The amount and price of converted
options shall be determined by adjusting the amount and price of the options
granted hereunder in the same proportion as used for determining the number of
shares of Exchange Stock the holders of the Common Stock receive in such merger,
consolidation, acquisition of property or stock, liquidation or reorganization.
Unless accelerated by the Board, the vesting schedule set forth in the option
agreement shall continue to apply to the options granted for the Exchange Stock.
The aggregate number and kind of shares for which options may be granted under
this Plan shall be proportionately adjusted in the event of such merger,
consolidation, acquisition of property or stock, liquidation or reorganization.

     7.2   Fractional Shares.

     In the event of any adjustment in the number of shares covered by any
option, any fractional shares resulting from such adjustment shall be
disregarded and each such option shall cover only the number of full shares
resulting from such adjustment.

     7.3   Determination of Board to Be Final.

     All Article I, Section 7 adjustments shall be made by the Plan
Administrator, and its determination as to what adjustments shall be made, and
the extent thereof, shall be final, binding and conclusive. Unless an Optionee
agrees otherwise, any change or adjustment to an incentive stock option shall be
made in such a manner so as not to constitute a "modification" as defined in
Section 424(h) of the Code and so as not to cause his or her incentive stock
option issued hereunder to fail to continue to qualify as an incentive stock
option as defined in Section 422(b) of the Code.

SECTION 8. SECURITIES REGULATION.

     Shares shall not be issued with respect to an option granted under this
Plan unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, any applicable state securities laws, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the

                                       13



Company with respect to such compliance, including the availability, if
applicable of an exemption from registration for the issuance and sale of any
shares hereunder.

SECTION 9. AMENDMENT AND TERMINATION.


     9.1   Board Action.

     The Board may at any time suspend, amend or terminate this Plan, provided
that except as set forth in Article I, Section 7, and to the extent required for
compliance with Section 422 of the Code or Section 162(m) of the Code or by any
applicable law or requirement, the Company's stockholders must approve within 12
months of the adoption by the Board any amendment which will:

     (a)   increase the total number of shares that may be issued under this
           Plan;

     (b)   modify the class of participants eligible for participation in this
           Plan; or

     (c)   otherwise require stockholder approval under any applicable law or
           regulation.

     Any amendment made to this Plan since its original adoption which would
constitute a "modification" to incentive stock options outstanding on the date
of such amendment, shall not be applicable to such outstanding incentive stock
options, but shall have prospective effect only, unless the Optionee agrees
otherwise.

     9.2   Automatic Termination.

     Unless sooner terminated by the Board, this Plan shall terminate ten years
from the earlier of (a) the date on which this Plan was adopted by the Board of
Directors of Immunex Corporation ("Immunex") or (b) the date on which this Plan
was approved by the stockholders of Immunex. No option may be granted after such
termination or during any suspension of this Plan. The amendment or termination
of this Plan shall not, without the consent of the Optionee, impair or diminish
any rights or obligations under any option theretofore granted under this Plan.

                                       14



SECTION 10.  EFFECTIVENESS OF THIS PLAN.

     The Original Plan became effective upon adoption by the Board of Directors
of Immunex, and was approved by a majority of stock represented by stockholders
voting either in person or by proxy at a duly held stockholders' meeting any
time within 12 months before or after the adoption of the Original Plan.

Section 11.  ADDENDUM TO ARTICLE I OF THE PLAN.

     Notwithstanding anything in Article I of the Plan to the contrary,
effective as of the Effective Time (as defined in the Amended and Restated
Agreement and Plan of Merger by and between the Company, AMS Acquisition Inc.
and Immunex dated as of December 16, 2001, as amended by that certain First
Amendment to Amended and Restated Agreement and Plan of Merger dated as of July
15, 2002 (as amended, the "Merger Agreement")), the following provisions shall
constitute an addendum (the "Addendum") to Article I of the Plan:

     11.1.   At the Effective Time, each option granted pursuant Article I of
the Plan shall be treated in accordance with the applicable terms of the Merger
Agreement.

     11.2.   In the event that an optionee's employment with Immunex or the
Company is terminated by the optionee for Good Reason or by Immunex or the
Company without Cause during the fifteen (15) months following the Effective
Time, each option held by such optionee for Common Stock that was granted
pursuant to the Merger Agreement with respect to (a) a Cancelled Company Option
(as defined in the Merger Agreement) or (b) an option for common stock of
Immunex that was granted after December 16, 2001, shall immediately vest in full
and shall remain exercisable until the earlier of (x) the first anniversary of
the optionee's termination of employment or (y) the end of the term of such
option.

     11.3.   For purposes of this Addendum only, "Good Reason" shall mean the
occurrence on or after the Effective Time and without the optionee's consent of,
(a) a reduction in the optionee's annual base salary or wages, other than as
part of a general reduction applicable to substantially all employees of Immunex
or the Company employed in the United States or (ii) the relocation of the
optionee's principal place of employment to a location more than fifty (50)
miles from the optionee's principal place of employment prior to the Effective
Time.

                                       15



     11.4. For purposes of this Addendum only, "Cause" shall mean (a) the
willful and continued failure by the optionee to substantially perform the
optionee's duties with Immunex or the Company (other than such failure resulting
form the optionee's incapacity due to physical or mental illness) or (b) the
willful engaging by the optionee in conduct which is demonstrably and materially
injurious to Immunex or the Company, monetarily or otherwise. For purposes of
this definition, no act, or failure to act, on the optionee's part shall be
deemed willful unless done, or omitted to be done, by the optionee not in good
faith or without reasonable belief that the optionee's act, or failure to act,
was in the best interest of Immunex or the Company.

                                   ARTICLE II.

                    PROVISIONS APPLICABLE TO OPTIONS GRANTED
                          ON OR AFTER RESTATEMENT DATE

     The following provisions of this Article II shall govern awards granted
under the Plan on or after the Restatement Date:

SECTION 1. PURPOSE.

     (a)   The purpose of Article II of the Plan is to provide a means by which
employees or directors of and consultants to Amgen Inc., a Delaware corporation
(the "Company"), and its Affiliates, as defined in Article II, paragraph 1(b),
directly, or indirectly through Trusts, may be given an opportunity to benefit
from increases in value of the stock of the Company through the granting of (i)
incentive stock options, (ii) nonqualified stock options, (iii) stock bonuses,
and (iv) rights to purchase restricted stock, all as defined below.

     (b)   The word "Affiliate" as used in Article II of the Plan means any
parent corporation or subsidiary corporation of the Company, as those terms are
defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code
of 1986, as amended (the "Code").

     (c)   The Company, by means of Article II of the Plan, seeks to retain the
services of persons now employed by or serving as directors or consultants to
the Company, to secure and retain the services of persons capable of filling
such positions, and to provide incentives for such persons to exert maximum
efforts for the success of the Company.

                                       16



     (d)    The Company intends that the rights issued under Article II of the
Plan ("Stock Awards") shall, in the discretion of the Board of Directors of the
Company (the "Board") or any committee to which responsibility for
administration of the Plan has been delegated pursuant to Article II, paragraph
2(c), be either (i) stock options granted pursuant to Article II, Sections 5 or
6 hereof, including incentive stock options as that term is used in Section 422
of the Code ("Incentive Stock Options"), or options which do not qualify as
Incentive Stock Options ("Nonqualified Stock Options") (together hereinafter
referred to as "Options"), or (ii) stock bonuses or rights to purchase
restricted stock granted pursuant to Article II, Section 7 hereof.

     (e)    The word "Trust" as used in Article II of the Plan shall mean a
trust created for the benefit of the employee, director or consultant, his or
her spouse, or members of their immediate family. The word optionee shall mean
the person to whom the option is granted or the employee, director or consultant
for whose benefit the option is granted to a Trust, as the context shall
require.

SECTION 2.  ADMINISTRATION.

     (a)    The Plan shall be administered by the Board unless and until the
Board delegates administration to a committee, as provided in Article II,
paragraph 2(c).

     (b)    The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

            (1) To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how Stock Awards shall be
granted; whether a Stock Award will be an Incentive Stock Option, a Nonqualified
Stock Option, a stock bonus, a right to purchase restricted stock, or a
combination of the foregoing; the provisions of each Stock Award granted (which
need not be identical), including the time or times when a person shall be
permitted to purchase or receive stock pursuant to a Stock Award; and the number
of shares with respect to which Stock Awards shall be granted to each such
person.

            (2) To construe and interpret the Plan and Stock Awards granted
under it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any

                                       17



Stock Award, in a manner and to the extent it shall deem necessary or expedient
to make the Plan fully effective.

          (3)  To amend the Plan as provided in Article II, Section 14.

          (4)  Generally, to exercise such powers and to perform such acts as
the Board deems necessary or expedient to promote the best interests of the
Company.

     (c)  The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee"). One
or more of these members may be non-employee directors and outside directors, if
required and as defined by the provisions of Article II, paragraphs 2(e) and
2(f). If administration is delegated to a Committee, the Committee shall have,
in connection with the administration of the Plan, the powers theretofore
possessed by the Board (except amendment of any program adopted pursuant to
Article II, Section 6 or any Non-Discretionary Director Awards granted
thereunder shall only be by action taken by the Board or a committee of one or
more members of the Board to which such authority has been specifically
delegated by the Board), subject, however, to such resolutions, not inconsistent
with the provisions of Article II of the Plan, as may be adopted from time to
time by the Board. Notwithstanding anything else in this Article II, paragraph
2(c) to the contrary, at any time the Board or the Committee may delegate to a
committee of one or more members of the Board the authority to grant or amend
options to all employees, directors or consultants or any portion or class
thereof.

     (d)  Notwithstanding anything else in the Plan to the contrary, at any time
the Board or the Committee may authorize by duly adopted resolution one or more
Officers (as defined below) (each a "Delegated Officer") to take the actions
described in Article II, paragraph 2(b)(1) of the Plan with respect to Options
only, subject to, and within the limitations of, the express provisions of
Article II of the Plan; provided, however, that a Delegated Officer shall not
have the power to (1) grant any Options to himself, any non-employee director,
consultant, Trust, other Delegated Officer or Officer, (2) determine the time or
times when a person shall be permitted to purchase stock pursuant to the
exercise of an Option (i.e., vesting), (3) determine the exercise price of an
Option, or (4) grant any Option to a parent corporation of the Company, as
defined in Section 424(e) of the Code. The resolution authorizing a Delegated
Officer to act as such shall specify the total number of shares of Common Stock
that a Delegated Officer may grant with respect to Options. The exercise price
(including any

                                       18



formula by which such price or prices may be determined) and the time or times
when a person shall be permitted to purchase stock pursuant to the exercise of
an Option shall, however, be set by the Board or the Committee and not by a
Delegated Officer to the extent required by Delaware General Corporation Law
Section 157 or any other applicable law. The term "Officer" shall include any
natural person who is elected as a corporate officer of the Company by the
Board.

     (e)   The term "non-employee director" shall mean a member of the Board who
(i) is not currently an officer of the Company or a parent or subsidiary of the
Company (as defined in Rule 16a-1(f) promulgated by the Securities and Exchange
Commission under Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) or an employee of the Company or a parent or subsidiary of
the Company; (ii) does not receive compensation from the Company or a parent or
subsidiary of the Company for services rendered in any capacity other than as a
member of the Board (including a consultant) in an amount required to be
disclosed to the Company's stockholders under Rule 404 of Regulation S-K
promulgated by the Securities and Exchange Commission ("Rule 404"); (iii) does
not possess an interest in any other transaction required to be disclosed under
Rule 404; or (iv) is not engaged in a business relationship required to be
disclosed under Rule 404, as all of these provisions are interpreted by the
Securities and Exchange Commission under Rule 16b-3 promulgated under the
Exchange Act.

     (f)   The term "outside director," as used in Article II of this Plan,
shall mean an administrator of the Plan, whether a member of the Board or of any
Committee to which responsibility for administration of the Plan has been
delegated pursuant to Article II, paragraph 2(c), who is considered to be an
"outside director" in accordance with the rules, regulations or interpretations
of Section 162(m) of the Code.

     (g)   Any requirement that an administrator of the Plan be a "non-employee
director" or "outside director" shall not apply if the Board or the Committee
expressly declares that such requirement shall not apply.

SECTION 3. SHARES SUBJECT TO THE PLAN.

     (a)   Subject to the provisions of Article II, Section 11 relating to
adjustments upon changes in stock, the stock that may be issued pursuant to
Stock Awards granted under the Plan

                                       19



shall not exceed in the aggregate 18,512,588 shares of the Company's $.0001 par
value common stock (the "Common Stock"). If any Stock Award granted under the
Plan shall for any reason expire or otherwise terminate without having been
exercised in full, the Common Stock not purchased under such Stock Award shall
again become available for the Plan. Shares repurchased by the Company pursuant
to any repurchase rights reserved by the Company pursuant to the Plan shall not
be available for subsequent issuance under the Plan.

     (b)   The Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

     (c)   An Incentive Stock Option may be granted to an eligible person under
the Plan only if the aggregate fair market value (determined at the time the
Incentive Stock Option is granted) of the Common Stock with respect to which
incentive stock options (as defined by the Code) are exercisable for the first
time by such optionee during any calendar year under all such plans of the
Company and its Affiliates does not exceed one hundred thousand dollars
($100,000). If it is determined that an entire Option or any portion thereof
does not qualify for treatment as an Incentive Stock Option by reason of
exceeding such maximum, such Option or the applicable portion shall be
considered a Nonqualified Stock Option.

SECTION 4. ELIGIBILITY.

     (a)   Incentive Stock Options may be granted only to employees (including
officers) of the Company or its Affiliates. A director of the Company shall not
be eligible to receive Incentive Stock Options unless such director is also an
employee of the Company or any Affiliate. Stock Awards other than Incentive
Stock Options may be granted to employees (including officers) or directors of
or consultants to the Company or any Affiliate or to Trusts of any such
employee, director or consultant.

     (b)   A director shall in no event be eligible for the benefits of the Plan
(other than Non-Discretionary Director Awards, as defined in Article II, Section
6) unless and until such director is expressly declared eligible to participate
in the Plan by action of the Board or the Committee, and only if, at any time
discretion is exercised by the Board or the Committee in the selection of a
director as a person to whom Stock Awards may be granted, or in the
determination of the number of shares which may be covered by Stock Awards
granted to a director, the Plan complies with the requirements of Rule 16b-3
promulgated under the Exchange Act, as from

                                       20



time to time in effect. The Board shall otherwise comply with the requirements
of Rule 16b-3 promulgated under the Exchange Act, as from time to time in
effect. Notwithstanding the foregoing, the restrictions set forth in this
Article II, paragraph 4(b) shall not apply if the Board or Committee expressly
declares that such restrictions shall not apply.

         (c) No person shall be eligible for the grant of an Incentive Stock
Option under the Plan if, at the time of grant, such person owns (or is deemed
to own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates unless the exercise price of such Incentive
Stock Option is at least one hundred and ten percent (110%) of the fair market
value of the Common Stock at the date of grant and the Incentive Stock Option is
not exercisable after the expiration of five (5) years from the date of grant.

         (d) Stock Awards shall be limited to a maximum of 1,298,911 shares of
Common Stock per person per calendar year.

SECTION 5.   TERMS OF DISCRETIONARY STOCK OPTIONS.


         An option granted pursuant to this Article II, Section 5 (a
"Discretionary Stock Option") shall be in such form and shall contain such terms
and conditions as the Board or the Committee shall deem appropriate. The
provisions of separate Options need not be identical, but each Option shall
include (through incorporation of provisions hereof by reference in the Option
or otherwise) the substance of each of the following provisions:

         (a) No Option shall be exercisable after the expiration of ten (10)
years from the date it was granted.

         (b) The exercise price of each Incentive Stock Option and each
Nonqualified Stock Option shall be not less than one hundred percent (100%) of
the fair market value of the Common Stock subject to the Option on the date the
Option is granted.

         (c) The purchase price of Common Stock acquired pursuant to an Option
shall be paid, to the extent permitted by applicable statutes and regulations,
either: (i) in cash at the time the Option is exercised; or (ii) at the
discretion of the Board or the Committee, either at the time of grant or
exercise of the Option (A) by delivery to the Company of shares of Common Stock

                                       21



that have been held for the period required to avoid a charge to the Company's
reported earnings and valued at the fair market value on the date of exercise,
(B) according to a deferred payment or other arrangement with the person to whom
the Option is granted or to whom the Option is transferred pursuant to Article
II, paragraph 5(d), or (C) in any other form of legal consideration that may be
acceptable to the Board or the Committee in their discretion; including but not
limited to payment of the purchase price pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which results in the
receipt of cash (or a check) by the Company before Common Stock is issued or the
receipt of irrevocable instruction to pay the aggregate exercise price to the
Company from the sales proceeds before Common Stock is issued.

         In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at not less than the minimum rate
of interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

         (d) An Option granted to a natural person shall be exercisable during
the lifetime of such person only by such person, provided that such person
during such person's lifetime may designate a Trust to be such person's
beneficiary with respect to any Incentive Stock Options and with respect to any
Nonqualified Stock Options, and such beneficiary shall, after the death of the
person to whom the Option was granted, have all the rights that such person has
while living, including the right to exercise the Option. In the absence of such
designation, after the death of the person to whom the Option is granted, the
Option shall be exercisable by the person or persons to whom the optionee's
rights under such Option pass by will or by the laws of descent and
distribution.

         (e) The total number of shares of Common Stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). From time to time during each of such installment periods, the
Option may become exercisable ("vest") with respect to some or all of the shares
allotted to that period, and may be exercised with respect to some or all of the
shares allotted to such period and/or any prior period as to which the Option
was not fully exercised. During the remainder of the term of the Option (if its
term extends beyond the end of the installment periods), the Option may be
exercised from time to time with respect to any shares then remaining subject to
the Option. The provisions of this Article II, paragraph 5(e) are subject to any
Option provisions governing the minimum number of shares

                                       22



as to which an Option may be exercised.

         (f) The Company may require any optionee, or any person to whom an
Option is transferred under Article II, paragraph 5(d), as a condition of
exercising any such Option: (i) to give written assurances satisfactory to the
Company as to such person's knowledge and experience in financial and business
matters and/or to employ a purchaser representative who has such knowledge and
experience in financial and business matters, and that such person is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; and (ii) to give written assurances satisfactory
to the Company stating that such person is acquiring the Common Stock subject to
the Option for such person's own account and not with any present intention of
selling or otherwise distributing the Common Stock. These requirements, and any
assurances given pursuant to such requirements, shall be inoperative if: (x) the
issuance of the shares upon the exercise of the Option has been registered under
a then currently effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"); or (y) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities law.

         (g) An Option shall terminate three (3) months after termination of the
optionee's employment or relationship as a consultant or director with the
Company or an Affiliate, unless: (i) such termination is due to the optionee's
permanent and total disability, within the meaning of Section 422(c)(6) of the
Code and with such permanent and total disability being certified by the Social
Security Administration prior to such termination, in which case the Option may,
but need not, provide that it may be exercised at any time within one (1) year
following such termination of employment or relationship as a consultant or
director; (ii) the optionee dies while in the employ of or while serving as a
consultant or director to the Company or an Affiliate, or within not more than
three (3) months after termination of such employment or relationship as a
consultant or director, in which case the Option may, but need not, provide that
it may be exercised at any time within eighteen (18) months following the death
of the optionee by the person or persons to whom the optionee's rights under
such Option pass by will or by the laws of descent and distribution; or (iii)
the Option by its term specifies either (A) that it shall terminate sooner than
three (3) months after termination of the optionee's employment or relationship
as a consultant or director with the Company or an Affiliate; or (B) that it may
be exercised more than three (3) months after termination of the optionee's
employment or relationship as a consultant or director with the Company or an
Affiliate. This Article II,

                                       23



paragraph 5(g) shall not be construed to extend the term of any Option or to
permit anyone to exercise the Option after expiration of its term, nor shall it
be construed to increase the number of shares as to which any Option is
exercisable from the amount exercisable on the date of termination of the
optionee's employment or relationship as a consultant or director.

         (h) The Option may, but need not, include a provision whereby the
optionee may elect at any time during the term of the optionee's employment or
relationship as a consultant or director with the Company or any Affiliate to
exercise the Option as to any part or all of the shares subject to the Option
prior to the stated vesting dates of the Option. Any shares so purchased from
any unvested installment or Option may be subject to a repurchase right in favor
of the Company or to any other restriction the Board or the Committee determines
to be appropriate.

         (i) To the extent provided by the terms of an Option, each optionee may
satisfy any federal, state or local tax withholding obligation relating to the
exercise of such Option by any of the following means or by a combination of
such means: (i) tendering a cash payment; (ii) authorizing the Company to
withhold from the shares of the Common Stock otherwise issuable to the optionee
as a result of the exercise of the Option a number of shares having a fair
market value less than or equal to the amount of the Company's required minimum
statutory withholding; or (iii) delivering to the Company owned and unencumbered
shares of the Common Stock having a fair market value less than or equal to the
amount of the Company's required minimum statutory withholding.

SECTION 6.   NON-DISCRETIONARY DIRECTOR AWARDS.

         The Board may from time to time adopt award programs under the Plan
providing for the grant of formula or non-discretionary Stock Awards to
directors of the Company who are not employees of the Company or any Affiliate
("Non-Discretionary Director Awards"). The terms and conditions of any such
program shall be established by the Board in its sole discretion, subject to the
terms and conditions of the Plan.

SECTION 7.   TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

         Each stock bonus or restricted stock purchase agreement shall be in
such form and shall

                                       24



contain such terms and conditions as the Board or the Committee shall deem
appropriate. The terms and conditions of stock bonus or restricted stock
purchase agreements may change from time to time, and the terms and conditions
of separate agreements need not be identical, but each stock bonus or restricted
stock purchase agreement shall include (through incorporation of provisions
hereof by reference in the agreement or otherwise) the substance of each of the
following provisions as appropriate:

         (a) The purchase price under each stock purchase agreement shall be
such amount as the Board or Committee shall determine and designate in such
agreement. Notwithstanding the foregoing, the Board or the Committee may
determine that eligible participants in the Plan may be awarded stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit.

         (b) No rights under a stock bonus or restricted stock purchase
agreement shall be assignable by any participant under the Plan, either
voluntarily or by operation of law, except where such assignment is required by
law or expressly authorized by the terms of the applicable stock bonus or
restricted stock purchase agreement.

         (c) The purchase price of stock acquired pursuant to a stock purchase
agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the
discretion of the Board or the Committee, according to a deferred payment or
other arrangement with the person to whom the Common Stock is sold; or (iii) in
any other form of legal consideration that may be acceptable to the Board or the
Committee in their discretion; including but not limited to payment of the
purchase price pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board which results in the receipt of cash (or a check)
by the Company before Common Stock is issued or the receipt of irrevocable
instruction to pay the aggregate exercise price of the Company from the sales
proceeds before Common Stock is issued. Notwithstanding the foregoing, the Board
or the Committee to which administration of the Plan has been delegated may
award Common Stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company or for its benefit.

         (d) Shares of Common Stock sold or awarded under the Plan may, but need
not, be subject to a repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board or the Committee.

                                       25



         (e) In the event a person ceases to be an employee of or ceases to
serve as a director or consultant to the Company or an Affiliate, the Company
may repurchase or otherwise reacquire any or all of the shares of Common Stock
held by that person which have not vested as of the date of termination under
the terms of the stock bonus or restricted stock purchase agreement between the
Company and such person.

         (f) To the extent provided by the terms of a stock bonus or restricted
stock purchase agreement, a participant may satisfy any federal, state or local
tax withholding obligation relating to the lapsing of a repurchase option in
favor of the Company or vesting of a stock bonus or a restricted stock award by
any of the following means or by a combination of such means: (i) tendering a
cash payment; (ii) authorizing the Company to withhold from the shares of the
Common Stock otherwise deliverable to a participant as a result of the lapsing
of a repurchase option in favor of the Company or the vesting of a stock bonus
or a restricted stock award a number of shares having a fair market value less
than or equal to the amount of the Company's required minimum statutory
withholding; or (iii) delivering to the Company owned and unencumbered shares of
the Common Stock having a fair market value less than or equal to the amount of
the Company's required minimum statutory withholding.

SECTION 8.   COVENANTS OF THE COMPANY.

         (a) During the terms of the Stock Awards granted under the Plan, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Stock Awards up to the number of shares of Common Stock
authorized under the Plan.

         (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of Common Stock under the Stock Awards granted under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any Stock Award granted under
the Plan or any Common Stock issued or issuable pursuant to any such Stock
Award. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority that counsel for the Company
deems necessary for the lawful issuance and sale of Common Stock under the Plan,
the Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Stock Awards unless and until such authority
is obtained.

                                       26



SECTION 9.   USE OF PROCEEDS FROM COMMON STOCK.

         Proceeds from the sale of Common Stock pursuant to Stock Awards granted
under the Plan shall constitute general funds of the Company.

SECTION 10.  MISCELLANEOUS.

         (a) The Board or Committee shall have the power to accelerate the time
during which a Stock Award may be exercised or the time during which a Stock
Award or any part thereof will vest, notwithstanding the provisions in the Stock
Award stating the time during which it may be exercised or the time during which
it will vest. Each Discretionary Stock Option providing for vesting pursuant to
Article II, paragraph 5(e) shall also provide that if the employee's employment
or a director's or consultant's affiliation with the Company or an Affiliate of
the Company is terminated by reason of death or disability (within the meaning
of Title II or XVI of the Social Security Act or comparable statute applicable
to an Affiliate and with such permanent and total disability certified by (i)
the Social Security Administration, (ii) the comparable governmental authority
applicable to an Affiliate, (iii) such other body having the relevant decision-
making power applicable to an Affiliate or (iv) an independent medical advisor
appointed by the Company, as applicable, prior to such termination), then the
vesting schedule of Discretionary Stock Options granted to such employee,
director or consultant or to the Trusts of such employee, director or consultant
shall be accelerated by twelve months for each full year the employee has been
employed by or the director or consultant has been affiliated with the Company
and/or an Affiliate of the Company.

         (b) Neither an optionee nor any person to whom an Option is transferred
under the provisions of the Plan shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares subject to such Option
unless and until such person has satisfied all requirements for exercise of the
Option pursuant to its terms.

         (c) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any eligible employee, consultant,
director, optionee or holder of Stock Awards under the Plan any right to
continue in the employ of the Company or any Affiliate or to continue acting as
a consultant or director or shall affect the right of the Company or any
Affiliate to terminate the employment or consulting relationship or directorship
of any eligible employee, consultant, director, optionee or holder of Stock
Awards under the Plan with

                                       27



or without cause. In the event that a holder of Stock Awards under the Plan is
permitted or otherwise entitled to take a leave of absence, the Company shall
have the unilateral right to (i) determine whether such leave of absence will be
treated as a termination of employment or relationship as consultant or director
for purposes hereof, and (ii) suspend or otherwise delay the time or times at
which exercisability or vesting would otherwise occur with respect to any
outstanding Stock Awards under the Plan.

SECTION 11.  ADJUSTMENTS UPON CHANGES IN COMMON STOCK.

         If any change is made in the Common Stock subject to the Plan, or
subject to any Stock Award granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan and
outstanding Stock Awards will be appropriately adjusted in the class(es) and
maximum number of shares subject to the Plan, the maximum number of shares which
may be granted to a participant in a calendar year, the class(es) and number of
shares and price per share of stock subject to outstanding Stock Awards, and the
number of shares of Common Stock to be granted as Non-Discretionary Director
Awards, if any. Such adjustment shall be made by the Board or the Committee, the
determination of which shall be final, binding and conclusive. (The conversion
of any convertible securities of the Company shall not be treated as a
"transaction not involving the receipt of consideration".)

SECTION 12.  CHANGE OF CONTROL.

         (a) Notwithstanding anything to the contrary in this Plan, in the event
of a Change in Control (as hereinafter defined), then, to the extent permitted
by applicable law: (i) the time during which Stock Awards become vested shall
automatically be accelerated so that the unvested portions of all Stock Awards
shall be vested prior to the Change in Control and (ii) the time during which
the Options may be exercised shall automatically be accelerated to prior to the
Change in Control. Upon and following the acceleration of the vesting and
exercise periods, at the election of the holder of the Stock Award, the Stock
Award may be: (x) exercised (with respect to Options) or, if the surviving or
acquiring corporation agrees to assume the Stock Awards or substitute similar
stock awards, (y) assumed; or (z) replaced with substitute stock awards. Options
not exercised, substituted or assumed prior to or upon the

                                       28



Change in Control shall be terminated.

         (b) For purposes of Article II of the Plan, a "Change of Control" shall
be deemed to have occurred at any of the following times:

             (i)   upon the acquisition (other than from the Company) by any
person, entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act (excluding, for this purpose, the Company or its affiliates, or
any employee benefit plan of the Company or its affiliates which acquires
beneficial ownership of voting securities of the Company), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
of fifty percent (50%) or more of either the then outstanding shares of Common
Stock or the combined voting power of the Company's then outstanding voting
securities entitled to vote generally in the election of directors; or

             (ii)  at the time individuals who, as of July 15, 2002, constitute
the Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director
subsequent to July 15, 2002, whose election, or nomination for election by the
Company's stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or
nomination of an individual whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of the
Directors of the Company, as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Exchange Act) shall be, for purposes of Article II of
the Plan, considered as though such person were a member of the Incumbent Board;
or

             (iii) immediately prior to the consummation by the Company of a
reorganization, merger, consolidation, (in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities) or a liquidation or dissolution of
the Company or of the sale of all or substantially all of the assets of the
Company; or

             (iv)  the occurrence of any other event which the Incumbent Board
in its sole

                                       29



discretion determines constitutes a Change of Control.

SECTION 13.  QUALIFIED DOMESTIC RELATIONS ORDERS

         (a) Anything in the Plan to the contrary notwithstanding, rights under
Stock Awards may be assigned to an Alternate Payee to the extent that a QDRO so
provides. (The terms "Alternate Payee" and "QDRO" are defined in Article II,
paragraph 13(c) below.) The assignment of a Stock Award to an Alternate Payee
pursuant to a QDRO shall not be treated as having caused a new grant. The
transfer of an Incentive Stock Option to an Alternate Payee may, however, cause
it to fail to qualify as an Incentive Stock Option. If a Stock Award is assigned
to an Alternate Payee, the Alternate Payee generally has the same rights as the
grantee under the terms of the Plan; provided however, that (i) the Stock Award
shall be subject to the same vesting terms and exercise period as if the Stock
Award were still held by the grantee and (ii) an Alternate Payee may not
transfer a Stock Award.

         (b) In the event of the Plan administrator's receipt of a domestic
relations order or other notice of adverse claim by an Alternate Payee of a
grantee of a Stock Award, transfer of the proceeds of the exercise of such Stock
Award, whether in the form of cash, stock or other property, may be suspended.
Such proceeds shall thereafter be transferred pursuant to the terms of a QDRO or
other agreement between the grantee and Alternate Payee. A grantee's ability to
exercise a Stock Award may be barred if the Plan administrator receives a court
order directing the Plan administrator not to permit exercise.

         (c) The word "QDRO" as used in Article II of the Plan shall mean a
court order (i) that creates or recognizes the right of the spouse, former
spouse or child (an "Alternate Payee") of an individual who is granted a Stock
Award to an interest in such Stock Award relating to marital property rights or
support obligations and (ii) that the administrator of the Plan determines would
be a "qualified domestic relations order," as that term is defined in section
414(p) of the Code and section 206(d) of the Employee Retirement Income Security
Act ("ERISA"), but for the fact that the Plan is not a plan described in section
3(3) of ERISA.

SECTION 14.  AMENDMENT OF THE PLAN.

         (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Article II, Section 11 relating to adjustments
upon changes in the

                                       30



Common Stock, no amendment shall be effective unless approved by the
stockholders of the Company within twelve (12) months before or after the
adoption of the amendment, where the amendment will:

          (i)    increase the number of shares reserved for Stock Awards under
the Plan;

          (ii)   modify the requirements as to eligibility for participation in
the Plan (to the extent such modification requires stockholder approval in order
for the Plan to satisfy the requirements of Section 422(b) of the Code); or

          (iii)  modify the Plan in any other way if such modification requires
stockholder approval in order for the Plan to satisfy the requirements of
Section 422(b) of the Code.

      (b) The Board may in its sole discretion submit any other amendment to
the Plan for stockholder approval, including, but not limited to, amendments to
the Plan intended to satisfy the requirements of Section 162(m) of the Code and
the regulations promulgated thereunder regarding the exclusion of performance-
based compensation from the limit on corporate deductibility of
compensation to certain executive officers.

      (c) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee Incentive Stock
Options and/or to bring the Plan and/or Options granted under it into compliance
therewith.

      (d) Rights and obligations under any Stock Award granted before amendment
of the Plan shall not be impaired by any amendment of the Plan, unless: (i) the
Company requests the consent of the person to whom the Stock Award was granted;
and (ii) such person consents in writing.

SECTION 15.  TERMINATION OR SUSPENSION OF THE PLAN.

      (a) The Board may suspend or terminate the Plan at any time.  No Stock
Awards may be granted under the Plan while the Plan is suspended or after it is
terminated.  No

                                       31



Incentive Stock Options may be granted under the Plan after March 10, 2003.

      (b) Rights and obligations under any Stock Awards granted while the Plan
is in effect shall not be impaired by suspension or termination of the Plan,
except with the consent of the person to whom the Stock Award was granted.

      (c) Unless sooner terminated by the Board, the Plan shall automatically
terminate on March 11, 2003 (which is the tenth anniversary of the date on which
the Board of Directors of Immunex Corporation first adopted the Original Plan).
No Stock Awards may be granted under the Plan after such termination.

                                       32

EX-10.2

                                                                    Exhibit 10.2

                                   AMGEN INC.

                 AMENDED AND RESTATED 1999 EQUITY INCENTIVE PLAN

     Amgen Inc. has adopted this Amended and Restated 1999 Equity Incentive Plan
(the "Plan"), effective as of July 15, 2002 (the "Restatement Date"). This Plan
amends and restates in its entirety the Immunex Corporation 1999 Stock Option
Plan, as amended (the "Original Plan").

                                   ARTICLE I.

                    PROVISIONS APPLICABLE TO OPTIONS GRANTED
                            PRIOR TO RESTATEMENT DATE

     The following provisions of this Article I shall govern awards granted
under the Plan prior to the Restatement Date:

SECTION 1. PURPOSE.

     The purpose of Article I of the Plan is to enhance the long-term
stockholder value of Amgen Inc., a Delaware corporation (the "Company"), by
offering opportunities to selected employees, officers and directors to
participate in the Company's growth and success, and to encourage them to remain
in the service of the Company and its Related Corporations (as defined in
Article I, Section 2) and to acquire and maintain stock ownership in the
Company.

SECTION 2. DEFINITIONS.

     For purposes of the Plan, the following terms shall be defined as set forth
below:

     "Board" means the Board of Directors of the Company.

     "Cause" means dishonesty, fraud, misconduct, unauthorized use or disclosure
of confidential information or trade secrets, or conviction or confession of a
crime punishable by law (except minor violations), in each case as determined by
the Plan Administrator, and its determination shall be conclusive and binding.



     "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

     "Common Stock" means the common stock, par value $.0001 per share, of the
Company.

     "Disability," unless otherwise defined by the Plan Administrator, means a
mental or physical impairment of the Optionee that is expected to result in
death or that has lasted or is expected to last for a continuous period of 12
months or more and that causes the Optionee to be unable, in the opinion of the
Company and one independent physician selected by the Company, to perform his or
her duties for the Company or a Related Corporation and to be engaged in any
substantial gainful activity.

     "Effective Date" means the date on which the Plan was adopted by the Board
of Directors of Immunex Corporation ("Immunex"), provided that it was approved
by Immunex's stockholders at any time within 12 months of such adoption.

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

     "Exchange Stock" has the meaning set forth in Article I, Section 11.3.

     "Fair Market Value" shall be as established in good faith by the Plan
Administrator or (a) if the Common Stock is listed on the Nasdaq National
Market, the closing per share sales prices for the Common Stock as reported by
the Nasdaq National Market for a single trading day or (b) if the Common Stock
is listed on the New York Stock Exchange or the American Stock Exchange, the
closing per share sales prices for the Common Stock as such price is officially
quoted in the composite tape of transactions on such exchange for a single
trading day. If there is no such reported price for the Common Stock for the
date in question, then such price on the last preceding date for which such
price exists shall be determinative of Fair Market Value.

     "Grant Date" means the date on which the Plan Administrator completes the
corporate action relating to the grant of an Option and all conditions precedent
to the grant have been satisfied, provided that conditions to the exercisability
or vesting of Options shall not defer the Grant Date.

                                       2



     "Incentive Stock Option" means an Option to purchase Common Stock granted
under Article I, Section 7 with the intention that it qualify as an "incentive
stock option" as that term is defined in Section 422 of the Code.

     "Nonqualified Stock Option" means an Option to purchase Common Stock
granted under Article I, Section 7 other than an Incentive Stock Option.

     "Option" means the right to purchase Common Stock granted under Article I,
Section 7.

     "Optionee" means (a) the person to whom an Option is granted; (b) for an
Optionee who has died, the personal representative of the Optionee's estate, the
person(s) to whom the Optionee's rights under the Option have passed by will or
by the applicable laws of descent and distribution, or the beneficiary
designated in accordance with Article I, Section 10; or (c) the person(s) to
whom an Option has been transferred in accordance with Article I, Section 10.

     "Option Term" has the meaning set forth in Article I, Section 7.3.

     "Parent," except as provided in Article I, Section 8.3 in connection with
Incentive Stock Options, means any entity, whether now or hereafter existing,
that directly or indirectly controls the Company.

     "Plan Administrator" means the Board or any committee or committees
designated by the Board or any person to whom the Board has delegated authority
to administer the Plan under Article I, Section 3.1.

     "Related Corporation" means any Parent or Subsidiary of the Company.

     "Retirement" means retirement as of the individual's normal retirement date
under the Amgen Inc. Profit Sharing 401(k) Plan and Trust or other similar
successor plan applicable to salaried employees, unless otherwise defined by the
Plan Administrator from time to time for purposes of Article I of the Plan.

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

     "Subsidiary," except as provided in Article I, Section 8.3 in connection
with Incentive Stock Options, means any entity that is directly or indirectly
controlled by the Company.

                                       3



     "Termination Date" has the meaning set forth in Article I, Section 7.6.

SECTION 3. ADMINISTRATION.

     3.1   Plan Administrator.

     The Plan shall be administered by the Board and/or a committee or
committees (which term includes subcommittees) appointed by, and consisting of
two or more members of, the Board (a "Plan Administrator"). If and so long as
the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act,
the Board shall consider in selecting the members of any committee acting as
Plan Administrator, with respect to any persons subject or likely to become
subject to Section 16 of the Exchange Act, the provisions regarding (a) "outside
directors" as contemplated by Section 162(m) of the Code and (b) "nonemployee
directors" as contemplated by Rule 16b-3 under the Exchange Act. The Board may
delegate the responsibility for administering the Plan with respect to
designated classes of eligible persons to different committees consisting of two
or more members of the Board, subject to such limitations as the Board deems
appropriate. Committee members shall serve for such term as the Board may
determine, subject to removal by the Board at any time. To the extent consistent
with applicable law, the Board may authorize one or more senior executive
officers of the Company to grant Options to specified eligible persons, within
the limits specifically prescribed by the Board.

     3.2   Administration and Interpretation by Plan Administrator.

     Except for the terms and conditions explicitly set forth in the Plan, the
Plan Administrator shall have exclusive authority, in its discretion, to
determine all matters relating to Options under the Plan, including the
selection of individuals to be granted Options, the type of Options, the number
of shares of Common Stock subject to an Option, all terms, conditions,
restrictions and limitations, if any, of an Option and the terms of any
instrument that evidences the Option. The Plan Administrator shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, shall be conclusive and binding on all
parties involved or affected. The Plan

                                       4



Administrator may delegate administrative duties to such of the Company's
officers as it so determines.

SECTION 4. STOCK SUBJECT TO THE PLAN.

     4.1   Shares Available for Issuance.

     Subject to adjustment from time to time as provided in Article I, Section
11.1, shares of Common Stock shall be available for issuance under the Plan.
Shares issued under the Plan shall be drawn from authorized and unissued shares
or shares now held or subsequently acquired by the Company.

     4.2   Reuse of Shares.

     Any shares of Common Stock that have been made subject to an Option that
cease to be subject to the Option (other than by reason of exercise of the
Option to the extent it is exercised for shares) shall again be available for
issuance in connection with future grants of Options under the Plan; provided,
however, that for purposes of any individual award limit under the Plan, any
such shares shall be counted in accordance with the requirements of Section
162(m) of the Code.

SECTION 5. ELIGIBILITY.

     Options may be granted under the Plan to those officers, directors and
employees of the Company and its Related Corporations as the Plan Administrator
from time to time selects.

SECTION 6. ACQUIRED COMPANY OPTIONS.

     Notwithstanding anything in the Plan to the contrary, the Plan
Administrator may grant Options under the Plan in substitution for awards issued
under other plans, or assume under the Plan awards issued under other plans, if
the other plans are or were plans of other acquired entities ("Acquired
Entities") (or the parent of the Acquired Entity) and the new Option is
substituted, or the old option is assumed, by reason of a merger, consolidation,
acquisition of property or of stock, reorganization or liquidation (the
"Acquisition Transaction"). In the event that a written agreement pursuant to
which the Acquisition Transaction is completed is approved by the Board and said
agreement sets forth the terms and conditions of the

                                       5



substitution for or assumption of outstanding options of the Acquired Entity,
said terms and conditions shall be deemed to be the action of the Plan
Administrator without any further action by the Plan Administrator, except as
may be required for compliance with Rule 16b-3 under the Exchange Act, and the
persons holding such awards shall be deemed to be Optionees.

SECTION 7. TERMS AND CONDITIONS OF OPTIONS.

     7.1   Grant of Options.

     The Plan Administrator is authorized under the Plan, in its sole
discretion, to issue Options as Incentive Stock Options or as Nonqualified Stock
Options, which shall be appropriately designated.

     7.2   Option Exercise Price.

     The exercise price for shares purchased under an Option shall be as
determined by the Plan Administrator, but shall not be less than 100% of the
Fair Market Value of the Common Stock on the Grant Date with respect to
Incentive Stock Options and not less than 85% of the Fair Market Value of the
Common Stock on the Grant Date with respect to Nonqualified Stock Options. For
Incentive Stock Options granted to a more than 10% stockholder, the Option
exercise price shall be as specified in Article I, Section 8.2.

     7.3   Term of Options.

     The term of each Option (the "Option Term") shall be as established by the
Plan Administrator or, if not so established, shall be 10 years from the Grant
Date. For Incentive Stock Options, the maximum Option Term shall be as specified
in Article I, Sections 8.2 and 8.4.

     7.4   Exercise of Options.

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option the time at which, or the installments in which, the
Option shall vest and become exercisable, which provisions may be waived or
modified by the Plan Administrator at any time. If not so established in the
instrument evidencing the Option, the Option shall vest and

                                       6



become exercisable according to the following schedule, which may be waived or
modified by the Plan Administrator at any time:

    Period of Optionee's Continuous Employment       Portion of Total Option
    or Service With the Company or Its Related    That Is Vested and Exercisable
     Corporations From the Option Grant Date

                 After one year                                20%
                 After two years                               40%
                After three years                              60%
                 After four years                              80%
                 After five years                             100%

     Notwithstanding the foregoing, an Option granted under Article I of the
Plan shall become 100% vested and exercisable on the date of termination of an
Optionee's employment or service relationship with the Company or a Related
Corporation on account of the Optionee's death, provided that the Optionee has
been in the continuous employment of or service to the Company or a Related
Corporation for at least two years at the date of such Optionee's death.

     The Plan Administrator may adjust the vesting schedule of an Option held by
an Optionee who works less than "full-time" as that term is defined by the Plan
Administrator.

     To the extent that the right to purchase shares has accrued thereunder, an
Option may be exercised from time to time by delivery to the Company of a stock
option exercise agreement or notice, in a form and in accordance with procedures
established by the Plan Administrator, setting forth the number of shares with
respect to which the Option is being exercised, the restrictions imposed on the
shares purchased under such exercise agreement, if any, and such representations
and agreements as may be required by the Company, accompanied by payment in full
as described in Article I, Section 7.5. An Option may not be exercised as to
less than a reasonable number of shares at any one time, as determined by the
Plan Administrator.

     7.5   Payment of Exercise Price.

     The exercise price for shares purchased under an Option shall be paid
in full to the Company by delivery of consideration equal to the product of the
Option exercise price and the

                                       7



number of shares purchased. Such consideration must be paid in cash or by check
or, unless the Plan Administrator in its sole discretion determines otherwise,
either at the time the Option is granted or at any time before it is exercised,
in any combination of

     (a) cash or check;

     (b) tendering (either actually or, if and so long as the Common Stock is
registered under Section 12(b) or 12(g) of the Exchange Act, by attestation)
shares of Common Stock already owned by the Optionee 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;

     (c) if and so long as the Common Stock is registered under Section 12(b) or
12(g) of the Exchange Act, delivery of an exercise notice, together with
irrevocable instructions, to a brokerage firm designated by the Company to
deliver promptly to the Company the aggregate amount of sale or loan proceeds to
pay the Option exercise price and any withholding tax obligations that may arise
in connection with the exercise and the Company to deliver the certificates for
such purchased shares directly to such brokerage firm, all in accordance with
the regulations of the Federal Reserve Board; or

     (d) such other consideration as the Plan Administrator may permit.

     In addition, to assist an Optionee (including an Optionee who is an officer
or a director of the Company) in acquiring shares of Common Stock pursuant to an
Option granted under the Plan, the Plan Administrator, in its sole discretion,
may authorize, either at the Grant Date or at any time before the acquisition of
Common Stock pursuant to the Option, (i) the payment by the Optionee of a
full-recourse promissory note, (ii) the payment by the Optionee of the purchase
price, if any, of the Common Stock in installments, or (iii) the guarantee by
the Company of a loan obtained by the Optionee from a third party. Subject to
the foregoing, the Plan Administrator shall in its sole discretion specify the
terms of any loans, installment payments or loan guarantees, including the
interest rate and terms of and security for repayment.

     7.6 Post-Termination Exercises.

     The Plan Administrator shall establish and set forth in each instrument
that evidences an Option whether the Option shall continue to be exercisable,
and the terms and conditions of

                                       8



such exercise, if an Optionee ceases to be employed by, or to provide services
to, the Company or its Related Corporations, which provisions may be waived or
modified by the Plan Administrator at any time. If not so established in the
instrument evidencing the Option, the Option shall be exercisable according to
the following terms and conditions, which may be waived or modified by the Plan
Administrator at any time:

     (a) Any portion of an Option that is not vested and exercisable on the date
of termination of the Optionee's employment or service relationship (the
"Termination Date") shall expire on such date, unless the Plan Administrator
determines otherwise.

     (b) Any portion of an Option that is vested and exercisable on the
Termination Date shall expire upon the earliest to occur of:

         (i)   the last day of the Option Term;

         (ii)  if the Optionee's Termination Date occurs for reasons other than
Cause, Disability, death or Retirement, the three-month anniversary of such
Termination Date; and

         (iii) if the Optionee's Termination Date occurs by reason of
Disability, death or Retirement, the one-year anniversary of such Termination
Date.

         Notwithstanding the foregoing, if the Optionee dies after the
Termination Date while the Option is otherwise exercisable, the Option shall
expire upon the earlier to occur of (y) the last day of the Option Term and (z)
the first anniversary of the date of death.

         Also notwithstanding the foregoing, in case of termination of the
Optionee's employment or service relationship for Cause, the Option shall
automatically expire upon first notification to the Optionee of such
termination, unless the Plan Administrator determines otherwise. If an
Optionee's employment or service relationship with the Company is suspended
pending an investigation of whether the Optionee shall be terminated for Cause,
all the Optionee's rights under any Option likewise shall be suspended during
the period of investigation.

         An Optionee's transfer of employment or service relationship between or
among the Company and its Related Corporations, or a change in status from an
employee to a consultant that is evidenced by a written agreement between an
Optionee and the Company or a Related

                                       9



Corporation, shall not be considered a termination of employment or service
relationship for purposes of this Article I, Section 7. Employment or service
relationship shall be deemed to continue while the Optionee is on a bona fide
leave of absence, if such leave was approved by the Company or a Related
Corporation in writing and if continued crediting of service for purposes of
this Article I, Section 7 is expressly required by the terms of such leave or by
applicable law (as determined by the Company). The effect of a Company-approved
leave of absence on the terms and conditions of an Option shall be determined by
the Plan Administrator, in its sole discretion.

SECTION 8.     INCENTIVE STOCK OPTION LIMITATIONS.

          To the extent required by Section 422 of the Code, Incentive Stock
Options shall be subject to the following additional terms and conditions:

          8.1  Dollar Limitation.

         To the extent the aggregate Fair Market Value (determined as of the
Grant Date) of Common Stock with respect to which Incentive Stock Options are
exercisable for the first time during any calendar year (under the Plan and all
other stock option plans of the Company) exceeds $100,000, such portion in
excess of $100,000 shall be treated as a Nonqualified Stock Option. In the event
the Optionee holds two or more such Options that become exercisable for the
first time in the same calendar year, such limitation shall be applied on the
basis of the order in which such Options are granted.

          8.2  More Than 10% Stockholders.

          If an individual owns more than 10% of the total voting power of all
classes of the Company's stock, then the exercise price per share of an
Incentive Stock Option shall not be less than 110% of the Fair Market Value of
the Common Stock on the Grant Date and the Option Term shall not exceed five
years. The determination of more than 10% ownership shall be made in accordance
with Section 422 of the Code.

          8.3  Eligible Employees.

          Individuals who are not employees of the Company or one of its parent
corporations or subsidiary corporations may not be granted Incentive Stock
Options. For purposes of this

                                       10



Article I, Section 8.3, "parent corporation" and "subsidiary corporation" shall
have the meanings attributed to those terms for purposes of Section 422 of the
Code.

     8.4   Term.

     Except as provided in Article I, Section 8.2, the Option Term shall not
exceed 10 years.

     8.5   Exercisability.

     An Option designated as an Incentive Stock Option shall cease to qualify
for favorable tax treatment as an Incentive Stock Option to the extent it is
exercised (if permitted by the terms of the Option) (a) more than three months
after the Termination Date for reasons other than death or Disability, (b) more
than one year after the Termination Date by reason of Disability, or (c) after
the Optionee has been on leave of absence for more than 90 days, unless the
Optionee's reemployment rights are guaranteed by statute or contract.

     For purposes of this Article I, Section 8.5, Disability shall mean
"disability" as that term is defined for purposes of Section 422 of the Code.

     8.6   Taxation of Incentive Stock Options.

     In order to obtain certain tax benefits afforded to Incentive Stock Options
under Section 422 of the Code, the Optionee must hold the shares issued upon the
exercise of an Incentive Stock Option for two years after the Grant Date and one
year from the date of exercise. An Optionee may be subject to the alternative
minimum tax at the time of exercise of an Incentive Stock Option. The Optionee
shall give the Company prompt notice of any disposition of shares acquired by
the exercise of an Incentive Stock Option prior to the expiration of such
holding periods.

     8.7   Promissory Notes.

     The amount of any promissory note delivered pursuant to Article I, Section
7.5 in connection with an Incentive Stock Option shall bear interest at a rate
specified by the Plan Administrator, but in no case less than the rate required
to avoid imputation of interest (taking into account any exceptions to the
imputed interest rules) for federal income tax purposes.

                                       11



SECTION 9.   WITHHOLDING.

     The Company may require the Optionee to pay to the Company the amount of
any withholding taxes that the Company is required to withhold with respect to
the grant, vesting or exercise of any Option. Subject to the Plan and applicable
law, the Plan Administrator may, in its sole discretion, permit the Optionee to
satisfy withholding obligations, in whole or in part, by paying cash, by
electing to have the Company withhold shares of Common Stock or by transferring
shares of Common Stock to the Company, in such amounts as are equivalent to the
Fair Market Value of the withholding obligation. The Company shall have the
right to withhold from any Option or any shares of Common Stock issuable
pursuant to an Option or from any cash amounts otherwise due or to become due
from the Company to the Optionee an amount equal to such taxes. The Company may
also deduct from any Option any other amounts due from the Optionee to the
Company or a Related Corporation.

SECTION 10.  ASSIGNABILITY.

     Options granted under Article I of the Plan and any interest therein may
not be assigned, pledged or transferred by the Optionee and may not be made
subject to attachment or similar proceedings otherwise than by will or by the
applicable laws of descent and distribution, and, during the Optionee's
lifetime, such Options may be exercised only by the Optionee. Notwithstanding
the foregoing, and to the extent permitted by Section 422 of the Code, the Plan
Administrator, in its sole discretion, may permit such assignment, transfer and
exercisability and may permit an Optionee to designate a beneficiary who may
exercise the Option or receive compensation under the Option after the
Optionee's death; provided, however, that any Option so assigned or transferred
shall be subject to all the same terms and conditions contained in the
instrument evidencing the Option.

SECTION 11.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

     11.1    Adjustment of Shares.

     The aggregate number and class of shares for which Options may be granted
under the Plan, the number and class of shares covered by each outstanding
Option and the exercise price per share thereof (but not the total price), shall
all be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a split-up or consolidation of
shares or any like capital adjustment, or the payment of any stock dividend

                                       12



(not including the stock dividend approved by the Board of Directors of Immunex
on February 23, 1999).

     11.2  Cash, Stock or Other Property for Stock.

     Except as provided in Article I, Section 11.3, upon a merger (other than a
merger of the Company in which the holders of Common Stock immediately prior to
the merger have the same proportionate ownership of Common Stock in the
surviving corporation immediately after the merger), consolidation, acquisition
of property or stock, separation, reorganization (other than a mere
reincorporation or the creation of a holding company) or liquidation of the
Company, as a result of which the stockholders of the Company receive cash,
stock or other property in exchange for or in connection with their shares of
Common Stock, any Option granted hereunder shall terminate, but the Optionee
shall have the right immediately prior to any such merger, consolidation,
acquisition of property or stock, liquidation or reorganization to exercise such
Option in whole or in part whether or not the vesting requirements set forth in
the Option agreement have been satisfied.

     11.3  Conversion of Options on Stock for Stock Exchange.

     If the stockholders of the Company receive capital stock of another
corporation ("Exchange Stock") in exchange for their shares of Common Stock in
any transaction involving a merger (other than a merger of the Company in which
the holders of Common Stock immediately prior to the merger have the same
proportionate ownership of Common Stock in the surviving corporation immediately
after the merger), consolidation, acquisition of property or stock, liquidation
or reorganization (other than a mere reincorporation or the creation of a
holding company), the Company and the corporation issuing the Exchange Stock, in
their sole discretion, may determine that all Options granted hereunder shall be
converted into options to purchase shares of Exchange Stock instead of
terminating in accordance with the provisions of Article I, Section 11.2. The
amount and price of converted options shall be determined by adjusting the
amount and price of the Options granted hereunder in the same proportion as used
for determining the number of shares of Exchange Stock the holders of the Common
Stock receive in such merger, consolidation, acquisition of property or stock,
liquidation or reorganization. Unless accelerated by the Board, the vesting
schedule set forth in the Option agreement shall continue to apply to the
options granted for the Exchange Stock. The aggregate number and kind of shares
for which options may be granted under this Plan shall be

                                       13



proportionately adjusted in the event of such merger, consolidation, acquisition
of property or stock, liquidation or reorganization.

     11.4   Fractional Shares.

     In the event of any adjustment in the number of shares covered by any
Option, any fractional shares resulting from such adjustment shall be
disregarded and each such Option shall cover only the number of full shares
resulting from such adjustment.

     11.5   Determination of Board to Be Final.

     All Article I, Section 11 adjustments shall be made by the Plan
Administrator, and its determination as to what adjustments shall be made, and
the extent thereof, shall be final, binding and conclusive. Unless an Optionee
agrees otherwise, any change or adjustment to an Incentive Stock Option shall be
made in such a manner so as not to constitute a "modification" as defined in
Section 424(h) of the Code and so as not to cause his or her Incentive Stock
Option issued hereunder to fail to continue to qualify as an "incentive stock
option" as defined in Section 422(b) of the Code.

     11.6   Limitations.

     The grant of Options shall in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

SECTION 12. AMENDMENT AND TERMINATION OF PLAN.

     12.1   Amendment of Plan.

     The Plan may be amended only by the Board in such respects as it shall deem
advisable; provided, however, that to the extent required for compliance with
Section 422 of the Code or any applicable law or regulation, stockholder
approval shall be required for any amendment that would (a) increase the total
number of shares available for issuance under the Plan, (b) modify the class of
persons eligible to receive Options, or (c) otherwise require stockholder
approval under any applicable law or regulation. Any amendment made to the Plan
that would constitute a "modification" to Incentive Stock Options outstanding on
the date of such amendment shall

                                       14



not, without the consent of the Optionee, be applicable to such outstanding
Incentive Stock Options but shall have prospective effect only.

     12.2   Termination of Plan.

     The Board may suspend or terminate the Plan at any time. The Plan shall
have no fixed expiration date; provided, however, that no Incentive Stock
Options may be granted more than 10 years after the later of (a) the Plan's
adoption by the Board of Directors of Immunex and (b) the adoption by the Board
of Directors of Immunex of any amendment to the Plan that constitutes the
adoption of a new plan for purposes of Section 422 of the Code.

     12.3   Consent of Optionee.

     The amendment or termination of the Plan or the amendment of an outstanding
Option shall not, without the Optionee's consent, impair or diminish any rights
or obligations under any Option theretofore granted to the Optionee under the
Plan. Except as otherwise provided in the Plan, no outstanding Option shall be
terminated without the consent of the Optionee. Any change or adjustment to an
outstanding Incentive Stock Option shall not, without the consent of the
Optionee, be made in a manner so as to constitute a "modification" that would
cause such Incentive Stock Option to fail to continue to qualify as an Incentive
Stock Option.

SECTION 13. GENERAL.

     13.1   Evidence of Options.

     Options granted under the Plan shall be evidenced by a written instrument
that shall contain such terms, conditions, limitations and restrictions as the
Plan Administrator shall deem advisable and that are not inconsistent with the
Plan.

     13.2   No Individual Rights.

     Nothing in the Plan or any Option granted under the Plan shall be deemed to
constitute an employment contract or confer or be deemed to confer on any
Optionee any right to continue in the employ of, or to continue any other
relationship with, the Company or any Related Corporation or limit in any way
the right of the Company or any Related Corporation of the

                                       15



Company to terminate an Optionee's employment or other relationship at any time,
with or without Cause.

         13.3   Registration.

         Notwithstanding any other provision of the Plan, the Company shall have
no obligation to issue or deliver any shares of Common Stock under the Plan or
make any other distribution of benefits under the Plan unless such issuance,
delivery or distribution would comply with all applicable laws (including,
without limitation, the requirements of the Securities Act), and the applicable
requirements of any securities exchange or similar entity.

         The Company shall be under no obligation to any Optionee to register
for offering or resale or to qualify for exemption under the Securities Act, or
to register or qualify under state securities laws, any shares of Common Stock,
security or interest in a security paid or issued under, or created by, the
Plan, or to continue in effect any such registrations or qualifications if made.
The Company may issue certificates for shares with such legends and subject to
such restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws.

         To the extent that the Plan or any instrument evidencing an Option
provides for issuance of stock certificates to reflect the issuance of shares of
Common Stock, the issuance may be effected on a noncertificated basis, to the
extent not prohibited by applicable law or the applicable rules of any stock
exchange.

         13.4   No Rights as a Stockholder.

         No Option shall entitle the Optionee to any cash dividend, voting or
other right of a stockholder unless and until the date of issuance under the
Plan of the shares that are the subject of such Option.

         13.5   Compliance With Laws and Regulations.

         Notwithstanding anything in the Plan to the contrary, the Plan
Administrator, in its sole discretion, may bifurcate the Plan so as to restrict,
limit or condition the use of any provision of the Plan to Optionees who are
officers or directors subject to Section 16 of the Exchange Act without so
restricting, limiting or conditioning the Plan with respect to other Optionees.

                                       16



Additionally, in interpreting and applying the provisions of the Plan, any
Option granted as an Incentive Stock Option pursuant to the Plan shall, to the
extent permitted by law, be construed as an "incentive stock option" within the
meaning of Section 422 of the Code.

         13.6   Optionees in Foreign Countries.

         The Plan Administrator shall have the authority to adopt such
modifications, procedures and subplans as may be necessary or desirable to
comply with provisions of the laws of foreign countries in which the Company or
its Related Corporations may operate to assure the viability of the benefits
from Options granted to Optionees employed in such countries and to meet the
objectives of the Plan.

         13.7   No Trust or Fund.

         The Plan is intended to constitute an "unfunded" plan. Nothing
contained herein shall require the Company to segregate any monies or other
property, or shares of Common Stock, or to create any trusts, or to make any
special deposits for any immediate or deferred amounts payable to any Optionee,
and no Optionee shall have any rights that are greater than those of a general
unsecured creditor of the Company.

         13.8   Severability.

         If any provision of the Plan or any Option is determined to be invalid,
illegal or unenforceable in any jurisdiction, or as to any person, or would
disqualify the Plan or any Option under any law deemed applicable by the Plan
Administrator, such provision shall be construed or deemed amended to conform to
applicable laws, or, if it cannot be so construed or deemed amended without, in
the Plan Administrator's determination, materially altering the intent of the
Plan or the Option, such provision shall be stricken as to such jurisdiction,
person or Option, and the remainder of the Plan and any such Option shall remain
in full force and effect.

         13.9   Choice of Law.

         The Plan and all determinations made and actions taken pursuant hereto,
to the extent not otherwise governed by the laws of the United States, shall be
governed by the laws of the State of Washington without giving effect to
principles of conflicts of laws.

                                       17



SECTION 14.     EFFECTIVE DATE.

         The Effective Date of the Original Plan was the date on which it was
adopted by the Board of Directors of Immunex, provided that it was approved by
Immunex's stockholders at any time within 12 months of such adoption.

SECTION 15.     ADDENDUM TO ARTICLE I OF THE PLAN.

         Notwithstanding anything in Article I of the Plan or any program
adopted under the Original Plan to the contrary, effective as of the Effective
Time (as defined in the Amended and Restated Agreement and Plan of Merger by and
between the Company, AMS Acquisition Inc. and Immunex dated as of December 16,
2001, as amended by that certain First Amendment to Amended and Restated
Agreement and Plan of Merger dated as of July 15, 2002 (as amended, the "Merger
Agreement")), the following provisions shall constitute an addendum (the
"Addendum") to Article I of the Plan:

         15.1.  At the Effective Time, each option granted pursuant Article I of
the Plan shall be treated in accordance with the applicable terms of the Merger
Agreement.

         15.2.  In the event that an optionee's employment with Immunex or the
Company is terminated by the optionee for Good Reason or by Immunex or the
Company without Cause during the fifteen (15) months following the Effective
Time, each option held by such optionee for Common Stock that was granted
pursuant to the Merger Agreement with respect to (a) a Cancelled Company Option
(as defined in the Merger Agreement) or (b) an option for common stock of
Immunex that was granted after December 16, 2001, shall immediately vest in full
and shall remain exercisable until the earlier of (x) the first anniversary of
the optionee's termination of employment or (y) the end of the term of such
option.

         15.3.  In the event that an optionee who is a nonemployee director of
Immunex immediately prior to the Effective Time ceases to be a director of
Immunex or the Company for any reason immediately prior to, at, or during the
fifteen (15) months following the Effective Time, each option held by such
optionee for Common Stock shall immediately vest in full and shall remain
exercisable until the earlier of (x) the first anniversary of the date such
optionee ceases to be a director of Immunex or the Company or (y) the end of the
term of such option.

                                       18



     15.4.  For purposes of this Addendum only, "Good Reason" shall mean the
occurrence on or after the Effective Time and without the optionee's consent of,
(a) a reduction in the optionee's annual base salary or wages, other than as
part of a general reduction applicable to substantially all employees of Immunex
or the Company employed in the United States or (ii) the relocation of the
optionee's principal place of employment to a location more than fifty (50)
miles from the optionee's principal place of employment prior to the Effective
Time.

     15.5.  For purposes of this Addendum only, "Cause" shall mean (a) the
willful and continued failure by the optionee to substantially perform the
optionee's duties with Immunex or the Company (other than such failure resulting
form the optionee's incapacity due to physical or mental illness) or (b) the
willful engaging by the optionee in conduct which is demonstrably and materially
injurious to Immunex or the Company, monetarily or otherwise. For purposes of
this definition, no act, or failure to act, on the optionee's part shall be
deemed willful unless done, or omitted to be done, by the optionee not in good
faith or without reasonable belief that the optionee's act, or failure to act,
was in the best interest of Immunex or the Company.

                                   ARTICLE II.

                    PROVISIONS APPLICABLE TO OPTIONS GRANTED
                          ON OR AFTER RESTATEMENT DATE

     The following provisions of this Article II shall govern awards granted
under the Plan on or after the Restatement Date:

SECTION 1.  PURPOSE.

     (a)    The purpose of Article II of the Plan is to provide a means by which
employees or directors of and consultants to Amgen Inc., a Delaware corporation
(the "Company"), and its Affiliates, as defined in Article II, paragraph 1(b),
directly, or indirectly through Trusts, may be given an opportunity to benefit
from increases in value of the stock of the Company through the granting of (i)
incentive stock options, (ii) nonqualified stock options, (iii) stock bonuses,
and (iv) rights to purchase restricted stock, all as defined below.

     (b)    The word "Affiliate" as used in Article II of the Plan means any
parent corporation or subsidiary corporation of the Company, as those terms are
defined in Sections

                                       19



424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended
(the "Code").

     (c)   The Company, by means of Article II of the Plan, seeks to retain the
services of persons now employed by or serving as directors or consultants to
the Company, to secure and retain the services of persons capable of filling
such positions, and to provide incentives for such persons to exert maximum
efforts for the success of the Company.

     (d)   The Company intends that the rights issued under Article II of the
Plan ("Stock Awards") shall, in the discretion of the Board of Directors of the
Company (the "Board") or any committee to which responsibility for
administration of the Plan has been delegated pursuant to Article II, paragraph
2(c), be either (i) stock options granted pursuant to Article II, Sections 5 or
6 hereof, including incentive stock options as that term is used in Section 422
of the Code ("Incentive Stock Options"), or options which do not qualify as
Incentive Stock Options ("Nonqualified Stock Options") (together hereinafter
referred to as "Options"), or (ii) stock bonuses or rights to purchase
restricted stock granted pursuant to Article II, Section 7 hereof.

     (e)   The word "Trust" as used in Article II of the Plan shall mean a trust
created for the benefit of the employee, director or consultant, his or her
spouse, or members of their immediate family. The word optionee shall mean the
person to whom the option is granted or the employee, director or consultant for
whose benefit the option is granted to a Trust, as the context shall require.

SECTION 2. ADMINISTRATION.

     (a)   The Plan shall be administered by the Board unless and until the
Board delegates administration to a committee, as provided in Article II,
paragraph 2(c).

     (b)   The Board shall have the power, subject to, and within the
limitations of, the express provisions of the Plan:

           (1)  To determine from time to time which of the persons eligible
under the Plan shall be granted Stock Awards; when and how Stock Awards shall be
granted; whether a Stock Award will be an Incentive Stock Option, a Nonqualified
Stock Option, a stock bonus, a right to purchase restricted stock, or a
combination of the foregoing; the provisions of each Stock Award granted (which
need not be identical), including the time or times when a person shall be
permitted to purchase or receive stock pursuant to a Stock Award; and the number
of

                                       20



shares with respect to which Stock Awards shall be granted to each such person.

          (2) To construe and interpret the Plan and Stock Awards granted under
it, and to establish, amend and revoke rules and regulations for its
administration. The Board, in the exercise of this power, may correct any
defect, omission or inconsistency in the Plan or in any Stock Award, in a manner
and to the extent it shall deem necessary or expedient to make the Plan fully
effective.

          (3) To amend the Plan as provided in Article II, Section 14.

          (4) Generally, to exercise such powers and to perform such acts as the
Board deems necessary or expedient to promote the best interests of the Company.

     (c)  The Board may delegate administration of the Plan to a committee
composed of not fewer than two (2) members of the Board (the "Committee"). One
or more of these members may be non-employee directors and outside directors, if
required and as defined by the provisions of Article II, paragraphs 2(e) and
2(f). If administration is delegated to a Committee, the Committee shall have,
in connection with the administration of the Plan, the powers theretofore
possessed by the Board (except amendment of any program adopted pursuant to
Article II, Section 6 or any Non-Discretionary Director Awards granted
thereunder shall only be by action taken by the Board or a committee of one or
more members of the Board to which such authority has been specifically
delegated by the Board), subject, however, to such resolutions, not inconsistent
with the provisions of Article II of the Plan, as may be adopted from time to
time by the Board. Notwithstanding anything else in this Article II, paragraph
2(c) to the contrary, at any time the Board or the Committee may delegate to a
committee of one or more members of the Board the authority to grant or amend
options to all employees, directors or consultants or any portion or class
thereof.

     (d)  Notwithstanding anything else in the Plan to the contrary, at any time
the Board or the Committee may authorize by duly adopted resolution one or more
Officers (as defined below) (each a "Delegated Officer") to take the actions
described in Article II, paragraph 2(b)(1) of the Plan with respect to Options
only, subject to, and within the limitations of, the express provisions of
Article II of the Plan; provided, however, that a Delegated Officer shall not
have the power to (1) grant any Options to himself, any non-employee director,
consultant, Trust, other Delegated Officer or Officer, (2) determine the time or
times when a person shall be permitted to purchase stock pursuant to the
exercise of an Option (i.e., vesting), (3)

                                       21



determine the exercise price of an Option, or (4) grant any Option to a parent
corporation of the Company, as defined in Section 424(e) of the Code. The
resolution authorizing a Delegated Officer to act as such shall specify the
total number of shares of Common Stock that a Delegated Officer may grant with
respect to Options. The exercise price (including any formula by which such
price or prices may be determined) and the time or times when a person shall be
permitted to purchase stock pursuant to the exercise of an Option shall,
however, be set by the Board or the Committee and not by a Delegated Officer to
the extent required by Delaware General Corporation Law Section 157 or any other
applicable law. The term "Officer" shall include any natural person who is
elected as a corporate officer of the Company by the Board.

     (e)   The term "non-employee director" shall mean a member of the Board who
(i) is not currently an officer of the Company or a parent or subsidiary of the
Company (as defined in Rule 16a-1(f) promulgated by the Securities and Exchange
Commission under Section 16 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) or an employee of the Company or a parent or subsidiary of
the Company; (ii) does not receive compensation from the Company or a parent or
subsidiary of the Company for services rendered in any capacity other than as a
member of the Board (including a consultant) in an amount required to be
disclosed to the Company's stockholders under Rule 404 of Regulation S-K
promulgated by the Securities and Exchange Commission ("Rule 404"); (iii) does
not possess an interest in any other transaction required to be disclosed under
Rule 404; or (iv) is not engaged in a business relationship required to be
disclosed under Rule 404, as all of these provisions are interpreted by the
Securities and Exchange Commission under Rule 16b-3 promulgated under the
Exchange Act.

     (f)   The term "outside director," as used in Article II of this Plan,
shall mean an administrator of the Plan, whether a member of the Board or of any
Committee to which responsibility for administration of the Plan has been
delegated pursuant to Article II, paragraph 2(c), who is considered to be an
"outside director" in accordance with the rules, regulations or interpretations
of Section 162(m) of the Code.

     (g)   Any requirement that an administrator of the Plan be a "non-employee
director" or "outside director" shall not apply if the Board or the Committee
expressly declares that such requirement shall not apply.

SECTION 3. SHARES SUBJECT TO THE PLAN.

                                       22



     (a)    Subject to the provisions of Article II, Section 11 relating to
adjustments upon changes in stock, the stock that may be issued pursuant to
Stock Awards granted under the Plan shall not exceed in the aggregate 19,273,852
shares of the Company's $.0001 par value common stock (the "Common Stock"). If
any Stock Award granted under the Plan shall for any reason expire or otherwise
terminate without having been exercised in full, the Common Stock not purchased
under such Stock Award shall again become available for the Plan. Shares
repurchased by the Company pursuant to any repurchase rights reserved by the
Company pursuant to the Plan shall not be available for subsequent issuance
under the Plan.

     (b)    The Common Stock subject to the Plan may be unissued shares or
reacquired shares, bought on the market or otherwise.

     (c)    An Incentive Stock Option may be granted to an eligible person under
the Plan only if the aggregate fair market value (determined at the time the
Incentive Stock Option is granted) of the Common Stock with respect to which
incentive stock options (as defined by the Code) are exercisable for the first
time by such optionee during any calendar year under all such plans of the
Company and its Affiliates does not exceed one hundred thousand dollars
($100,000). If it is determined that an entire Option or any portion thereof
does not qualify for treatment as an Incentive Stock Option by reason of
exceeding such maximum, such Option or the applicable portion shall be
considered a Nonqualified Stock Option.

SECTION 4.  ELIGIBILITY.

     (a)    Incentive Stock Options may be granted only to employees (including
officers) of the Company or its Affiliates. A director of the Company shall not
be eligible to receive Incentive Stock Options unless such director is also an
employee of the Company or any Affiliate. Stock Awards other than Incentive
Stock Options may be granted to employees (including officers) or directors of
or consultants to the Company or any Affiliate or to Trusts of any such
employee, director or consultant.

     (b)    A director shall in no event be eligible for the benefits of the
Plan (other than Non-Discretionary Director Awards, as defined in Article II,
Section 6) unless and until such director is expressly declared eligible to
participate in the Plan by action of the Board or the Committee, and only if, at
any time discretion is exercised by the Board or the Committee in the selection
of a director as a person to whom Stock Awards may be granted, or in the

                                       23



determination of the number of shares which may be covered by Stock Awards
granted to a director, the Plan complies with the requirements of Rule 16b-3
promulgated under the Exchange Act, as from time to time in effect. The Board
shall otherwise comply with the requirements of Rule 16b-3 promulgated under the
Exchange Act, as from time to time in effect. Notwithstanding the foregoing, the
restrictions set forth in this Article II, paragraph 4(b) shall not apply if the
Board or Committee expressly declares that such restrictions shall not apply.

     (c)   No person shall be eligible for the grant of an Incentive Stock
Option under the Plan if, at the time of grant, such person owns (or is deemed
to own pursuant to Section 424(d) of the Code) stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or of any of its Affiliates unless the exercise price of such Incentive
Stock Option is at least one hundred and ten percent (110%) of the fair market
value of the Common Stock at the date of grant and the Incentive Stock Option is
not exercisable after the expiration of five (5) years from the date of grant.

     (d)   Stock Awards shall be limited to a maximum of 649,455 shares of
Common Stock per person per calendar year.

SECTION 5. TERMS OF DISCRETIONARY STOCK OPTIONS.

     An option granted pursuant to this Article II, Section 5 (a "Discretionary
Stock Option") shall be in such form and shall contain such terms and conditions
as the Board or the Committee shall deem appropriate. The provisions of separate
Options need not be identical, but each Option shall include (through
incorporation of provisions hereof by reference in the Option or otherwise) the
substance of each of the following provisions:

     (a)   No Option shall be exercisable after the expiration of ten (10) years
from the date it was granted.

     (b)   The exercise price of each Incentive Stock Option and each
Nonqualified Stock Option shall be not less than one hundred percent (100%) of
the fair market value of the Common Stock subject to the Option on the date the
Option is granted.

     (c)   The purchase price of Common Stock acquired pursuant to an Option
shall be paid, to the extent permitted by applicable statutes and regulations,
either: (i) in cash at the time

                                       24



the Option is exercised; or (ii) at the discretion of the Board or the
Committee, either at the time of grant or exercise of the Option (A) by delivery
to the Company of shares of Common Stock that have been held for the period
required to avoid a charge to the Company's reported earnings and valued at the
fair market value on the date of exercise, (B) according to a deferred payment
or other arrangement with the person to whom the Option is granted or to whom
the Option is transferred pursuant to Article II, paragraph 5(d), or (C) in any
other form of legal consideration that may be acceptable to the Board or the
Committee in their discretion; including but not limited to payment of the
purchase price pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board which results in the receipt of cash (or a check)
by the Company before Common Stock is issued or the receipt of irrevocable
instruction to pay the aggregate exercise price to the Company from the sales
proceeds before Common Stock is issued.

     In the case of any deferred payment arrangement, interest shall be payable
at least annually and shall be charged at not less than the minimum rate of
interest necessary to avoid the treatment as interest, under any applicable
provisions of the Code, of any amounts other than amounts stated to be interest
under the deferred payment arrangement.

     (d)  An Option granted to a natural person shall be exercisable during the
lifetime of such person only by such person, provided that such person during
such person's lifetime may designate a Trust to be such person's beneficiary
with respect to any Incentive Stock Options and with respect to any Nonqualified
Stock Options, and such beneficiary shall, after the death of the person to whom
the Option was granted, have all the rights that such person has while living,
including the right to exercise the Option. In the absence of such designation,
after the death of the person to whom the Option is granted, the Option shall be
exercisable by the person or persons to whom the optionee's rights under such
Option pass by will or by the laws of descent and distribution.

     (e)  The total number of shares of Common Stock subject to an Option may,
but need not, be allotted in periodic installments (which may, but need not, be
equal). From time to time during each of such installment periods, the Option
may become exercisable ("vest") with respect to some or all of the shares
allotted to that period, and may be exercised with respect to some or all of the
shares allotted to such period and/or any prior period as to which the Option
was not fully exercised. During the remainder of the term of the Option (if its
term extends beyond the end of the installment periods), the Option may be
exercised from time to time with respect to any shares then remaining subject to
the Option. The provisions of this Article II,

                                       25



paragraph 5(e) are subject to any Option provisions governing the minimum number
of shares as to which an Option may be exercised.

     (f)  The Company may require any optionee, or any person to whom an Option
is transferred under Article II, paragraph 5(d), as a condition of exercising
any such Option: (i) to give written assurances satisfactory to the Company as
to such person's knowledge and experience in financial and business matters
and/or to employ a purchaser representative who has such knowledge and
experience in financial and business matters, and that such person is capable of
evaluating, alone or together with the purchaser representative, the merits and
risks of exercising the Option; and (ii) to give written assurances satisfactory
to the Company stating that such person is acquiring the Common Stock subject to
the Option for such person's own account and not with any present intention of
selling or otherwise distributing the Common Stock. These requirements, and any
assurances given pursuant to such requirements, shall be inoperative if: (x) the
issuance of the shares upon the exercise of the Option has been registered under
a then currently effective registration statement under the Securities Act of
1933, as amended (the "Securities Act"); or (y) as to any particular
requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable
securities law.

     (g)  An Option shall terminate three (3) months after termination of the
optionee's employment or relationship as a consultant or director with the
Company or an Affiliate, unless: (i) such termination is due to the optionee's
permanent and total disability, within the meaning of Section 422(c)(6) of the
Code and with such permanent and total disability being certified by the Social
Security Administration prior to such termination, in which case the Option may,
but need not, provide that it may be exercised at any time within one (1) year
following such termination of employment or relationship as a consultant or
director; (ii) the optionee dies while in the employ of or while serving as a
consultant or director to the Company or an Affiliate, or within not more than
three (3) months after termination of such employment or relationship as a
consultant or director, in which case the Option may, but need not, provide that
it may be exercised at any time within eighteen (18) months following the death
of the optionee by the person or persons to whom the optionee's rights under
such Option pass by will or by the laws of descent and distribution; or (iii)
the Option by its term specifies either (A) that it shall terminate sooner than
three (3) months after termination of the optionee's employment or relationship
as a consultant or director with the Company or an Affiliate; or (B) that it may
be exercised more than three (3) months after termination of the optionee's
employment or relationship as a consultant or director with the Company or an
Affiliate. This Article II,

                                       26



paragraph 5(g) shall not be construed to extend the term of any Option or to
permit anyone to exercise the Option after expiration of its term, nor shall it
be construed to increase the number of shares as to which any Option is
exercisable from the amount exercisable on the date of termination of the
optionee's employment or relationship as a consultant or director.

     (h)   The Option may, but need not, include a provision whereby the
optionee may elect at any time during the term of the optionee's employment or
relationship as a consultant or director with the Company or any Affiliate to
exercise the Option as to any part or all of the shares subject to the Option
prior to the stated vesting dates of the Option. Any shares so purchased from
any unvested installment or Option may be subject to a repurchase right in favor
of the Company or to any other restriction the Board or the Committee determines
to be appropriate.

     (i)   To the extent provided by the terms of an Option, each optionee may
satisfy any federal, state or local tax withholding obligation relating to the
exercise of such Option by any of the following means or by a combination of
such means: (i) tendering a cash payment; (ii) authorizing the Company to
withhold from the shares of the Common Stock otherwise issuable to the optionee
as a result of the exercise of the Option a number of shares having a fair
market value less than or equal to the amount of the Company's required minimum
statutory withholding; or (iii) delivering to the Company owned and unencumbered
shares of the Common Stock having a fair market value less than or equal to the
amount of the Company's required minimum statutory withholding.

SECTION 6. NON-DISCRETIONARY DIRECTOR AWARDS.

     The Board may from time to time adopt award programs under the Plan
providing for the grant of formula or non-discretionary Stock Awards to
directors of the Company who are not employees of the Company or any Affiliate
("Non-Discretionary Director Awards"). The terms and conditions of any such
program shall be established by the Board in its sole discretion, subject to the
terms and conditions of the Plan.

SECTION 7. TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

     Each stock bonus or restricted stock purchase agreement shall be in such
form and shall contain such terms and conditions as the Board or the Committee
shall deem appropriate. The

                                       27



terms and conditions of stock bonus or restricted stock purchase agreements may
change from time to time, and the terms and conditions of separate agreements
need not be identical, but each stock bonus or restricted stock purchase
agreement shall include (through incorporation of provisions hereof by reference
in the agreement or otherwise) the substance of each of the following provisions
as appropriate:

         (a) The purchase price under each stock purchase agreement shall be
such amount as the Board or Committee shall determine and designate in such
agreement. Notwithstanding the foregoing, the Board or the Committee may
determine that eligible participants in the Plan may be awarded stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit.

         (b) No rights under a stock bonus or restricted stock purchase
agreement shall be assignable by any participant under the Plan, either
voluntarily or by operation of law, except where such assignment is required by
law or expressly authorized by the terms of the applicable stock bonus or
restricted stock purchase agreement.

         (c) The purchase price of stock acquired pursuant to a stock purchase
agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the
discretion of the Board or the Committee, according to a deferred payment or
other arrangement with the person to whom the Common Stock is sold; or (iii) in
any other form of legal consideration that may be acceptable to the Board or the
Committee in their discretion; including but not limited to payment of the
purchase price pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board which results in the receipt of cash (or a check)
by the Company before Common Stock is issued or the receipt of irrevocable
instruction to pay the aggregate exercise price of the Company from the sales
proceeds before Common Stock is issued. Notwithstanding the foregoing, the Board
or the Committee to which administration of the Plan has been delegated may
award Common Stock pursuant to a stock bonus agreement in consideration for past
services actually rendered to the Company or for its benefit.

         (d) Shares of Common Stock sold or awarded under the Plan may, but need
not, be subject to a repurchase option in favor of the Company in accordance
with a vesting schedule to be determined by the Board or the Committee.

         (e) In the event a person  ceases to be an employee of or ceases to
serve as a director or  consultant  to the Company or an Affiliate, the Company
may repurchase or otherwise

                                       28



reacquire any or all of the shares of Common Stock held by that person which
have not vested as of the date of termination under the terms of the stock bonus
or restricted stock purchase agreement between the Company and such person.

         (f) To the extent provided by the terms of a stock bonus or restricted
stock purchase agreement, a participant may satisfy any federal, state or local
tax withholding obligation relating to the lapsing of a repurchase option in
favor of the Company or vesting of a stock bonus or a restricted stock award by
any of the following means or by a combination of such means: (i) tendering a
cash payment; (ii) authorizing the Company to withhold from the shares of the
Common Stock otherwise deliverable to a participant as a result of the lapsing
of a repurchase option in favor of the Company or the vesting of a stock bonus
or a restricted stock award a number of shares having a fair market value less
than or equal to the amount of the Company's required minimum statutory
withholding; or (iii) delivering to the Company owned and unencumbered shares of
the Common Stock having a fair market value less than or equal to the amount of
the Company's required minimum statutory withholding.

SECTION 8.   COVENANTS OF THE COMPANY.

         (a) During the terms of the Stock Awards granted under the Plan, the
Company shall keep available at all times the number of shares of Common Stock
required to satisfy such Stock Awards up to the number of shares of Common Stock
authorized under the Plan.

         (b) The Company shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of Common Stock under the Stock Awards granted under the
Plan; provided, however, that this undertaking shall not require the Company to
register under the Securities Act either the Plan, any Stock Award granted under
the Plan or any Common Stock issued or issuable pursuant to any such Stock
Award. If, after reasonable efforts, the Company is unable to obtain from any
such regulatory commission or agency the authority that counsel for the Company
deems necessary for the lawful issuance and sale of Common Stock under the Plan,
the Company shall be relieved from any liability for failure to issue and sell
Common Stock upon exercise of such Stock Awards unless and until such authority
is obtained.

SECTION 9.   USE OF PROCEEDS FROM COMMON STOCK.

         Proceeds from the sale of Common Stock pursuant to Stock Awards granted
under the

                                       29



Plan shall constitute general funds of the Company.

SECTION 10.  MISCELLANEOUS.

         (a) The Board or Committee shall have the power to accelerate the time
during which a Stock Award may be exercised or the time during which a Stock
Award or any part thereof will vest, notwithstanding the provisions in the Stock
Award stating the time during which it may be exercised or the time during which
it will vest. Each Discretionary Stock Option providing for vesting pursuant to
Article II, paragraph 5(e) shall also provide that if the employee's employment
or a director's or consultant's affiliation with the Company or an Affiliate of
the Company is terminated by reason of death or disability (within the meaning
of Title II or XVI of the Social Security Act or comparable statute applicable
to an Affiliate and with such permanent and total disability certified by (i)
the Social Security Administration, (ii) the comparable governmental authority
applicable to an Affiliate, (iii) such other body having the relevant
decision-making power applicable to an Affiliate or (iv) an independent medical
advisor appointed by the Company, as applicable, prior to such termination),
then the vesting schedule of Discretionary Stock Options granted to such
employee, director or consultant or to the Trusts of such employee, director or
consultant shall be accelerated by twelve months for each full year the employee
has been employed by or the director or consultant has been affiliated with the
Company and/or an Affiliate of the Company.

         (b) Neither an optionee nor any person to whom an Option is transferred
under the provisions of the Plan shall be deemed to be the holder of, or to have
any of the rights of a holder with respect to, any shares subject to such Option
unless and until such person has satisfied all requirements for exercise of the
Option pursuant to its terms.

         (c) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any eligible employee, consultant,
director, optionee or holder of Stock Awards under the Plan any right to
continue in the employ of the Company or any Affiliate or to continue acting as
a consultant or director or shall affect the right of the Company or any
Affiliate to terminate the employment or consulting relationship or directorship
of any eligible employee, consultant, director, optionee or holder of Stock
Awards under the Plan with or without cause. In the event that a holder of Stock
Awards under the Plan is permitted or otherwise entitled to take a leave of
absence, the Company shall have the unilateral right to (i) determine whether
such leave of absence will be treated as a termination of employment or
relationship as consultant or director for purposes hereof, and (ii) suspend or
otherwise delay

                                       30



the time or times at which exercisability or vesting would otherwise occur with
respect to any outstanding Stock Awards under the Plan.

SECTION 11.  ADJUSTMENTS UPON CHANGES IN COMMON STOCK.

         If any change is made in the Common Stock subject to the Plan, or
subject to any Stock Award granted under the Plan (through merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan and
outstanding Stock Awards will be appropriately adjusted in the class(es) and
maximum number of shares subject to the Plan, the maximum number of shares which
may be granted to a participant in a calendar year, the class(es) and number of
shares and price per share of stock subject to outstanding Stock Awards, and the
number of shares of Common Stock to be granted as Non-Discretionary Director
Awards, if any. Such adjustment shall be made by the Board or the Committee, the
determination of which shall be final, binding and conclusive. (The conversion
of any convertible securities of the Company shall not be treated as a
"transaction not involving the receipt of consideration".)

SECTION 12.  CHANGE OF CONTROL.

         (a) Notwithstanding anything to the contrary in this Plan, in the event
of a Change in Control (as hereinafter defined), then, to the extent permitted
by applicable law: (i) the time during which Stock Awards become vested shall
automatically be accelerated so that the unvested portions of all Stock Awards
shall be vested prior to the Change in Control and (ii) the time during which
the Options may be exercised shall automatically be accelerated to prior to the
Change in Control. Upon and following the acceleration of the vesting and
exercise periods, at the election of the holder of the Stock Award, the Stock
Award may be: (x) exercised (with respect to Options) or, if the surviving or
acquiring corporation agrees to assume the Stock Awards or substitute similar
stock awards, (y) assumed; or (z) replaced with substitute stock awards. Options
not exercised, substituted or assumed prior to or upon the Change in Control
shall be terminated.

         (b) For purposes of Article II of the Plan, a "Change of Control" shall
be deemed to have occurred at any of the following times:

                                       31



          (i)  upon the acquisition (other than from the Company) by any person,
entity or "group," within the meaning of Section 13(d)(3) or 14(d)(2) of the
Exchange Act (excluding, for this purpose, the Company or its affiliates, or any
employee benefit plan of the Company or its affiliates which acquires beneficial
ownership of voting securities of the Company), of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent
(50%) or more of either the then outstanding shares of Common Stock or the
combined voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; or

          (ii) at the time individuals who, as of July 15, 2002, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board, provided that any person becoming a director subsequent
to July 15, 2002, whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board (other than an election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the Directors of the
Company, as such terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall be, for purposes of Article II of the Plan,
considered as though such person were a member of the Incumbent Board; or

          (iii)immediately prior to the consummation by the Company of a
reorganization, merger, consolidation, (in each case, with respect to which
persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation do not, immediately thereafter, own more
than fifty percent (50%) of the combined voting power entitled to vote generally
in the election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities) or a liquidation or dissolution of
the Company or of the sale of all or substantially all of the assets of the
Company; or

          (iv) the occurrence of any other event which the Incumbent Board in
its sole discretion determines constitutes a Change of Control.

SECTION 13. QUALIFIED DOMESTIC RELATIONS ORDERS

          (a)  Anything in the Plan to the contrary notwithstanding, rights
under Stock Awards may be assigned to an Alternate Payee to the extent that a
QDRO so provides. (The terms

                                       32



"Alternate Payee" and "QDRO" are defined in Article II, paragraph 13(c) below.)
The assignment of a Stock Award to an Alternate Payee pursuant to a QDRO shall
not be treated as having caused a new grant. The transfer of an Incentive Stock
Option to an Alternate Payee may, however, cause it to fail to qualify as an
Incentive Stock Option. If a Stock Award is assigned to an Alternate Payee, the
Alternate Payee generally has the same rights as the grantee under the terms of
the Plan; provided however, that (i) the Stock Award shall be subject to the
same vesting terms and exercise period as if the Stock Award were still held by
the grantee and (ii) an Alternate Payee may not transfer a Stock Award.

          (b)  In the event of the Plan administrator's receipt of a domestic
relations order or other notice of adverse claim by an Alternate Payee of a
grantee of a Stock Award, transfer of the proceeds of the exercise of such Stock
Award, whether in the form of cash, stock or other property, may be suspended.
Such proceeds shall thereafter be transferred pursuant to the terms of a QDRO or
other agreement between the grantee and Alternate Payee. A grantee's ability to
exercise a Stock Award may be barred if the Plan administrator receives a court
order directing the Plan administrator not to permit exercise.

          (c)  The word "QDRO" as used in Article II of the Plan shall mean a
court order (i) that creates or recognizes the right of the spouse, former
spouse or child (an "Alternate Payee") of an individual who is granted a Stock
Award to an interest in such Stock Award relating to marital property rights or
support obligations and (ii) that the administrator of the Plan determines would
be a "qualified domestic relations order," as that term is defined in section
414(p) of the Code and section 206(d) of the Employee Retirement Income Security
Act ("ERISA"), but for the fact that the Plan is not a plan described in section
3(3) of ERISA.

SECTION 14.  AMENDMENT OF THE PLAN.

          (a)  The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Article II, Section 11 relating to adjustments
upon changes in the Common Stock, no amendment shall be effective unless
approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will:

               (i)  increase the number of shares reserved for Stock Awards
under the Plan;

               (ii) modify the requirements as to eligibility for participation
in the Plan (to

                                       33



the extent such modification requires stockholder approval in order for the Plan
to satisfy the requirements of Section 422(b) of the Code); or

               (iii) modify the Plan in any other way if such modification
requires stockholder approval in order for the Plan to satisfy the requirements
of Section 422(b) of the Code.

          (b)  The Board may in its sole discretion submit any other amendment
to the Plan for stockholder approval, including, but not limited to, amendments
to the Plan intended to satisfy the requirements of Section 162(m) of the Code
and the regulations promulgated thereunder regarding the exclusion of
performance-based compensation from the limit on corporate deductibility of
compensation to certain executive officers.

          (c)  It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to employee Incentive Stock
Options and/or to bring the Plan and/or Options granted under it into compliance
therewith.

          (d)  Rights and obligations under any Stock Award granted before
amendment of the Plan shall not be impaired by any amendment of the Plan,
unless: (i) the Company requests the consent of the person to whom the Stock
Award was granted; and (ii) such person consents in writing.

SECTION 15.  TERMINATION OR SUSPENSION OF THE PLAN.

          (a)  The Board may suspend or terminate the Plan at any time. No Stock
Awards may be granted under the Plan while the Plan is suspended or after it is
terminated. No Incentive Stock Options may be granted under the Plan after
February 22, 2009.

          (b)  Rights and obligations under any Stock Awards granted while the
Plan is in effect shall not be impaired by suspension or termination of the
Plan, except with the consent of the person to whom the Stock Award was granted.

                                       34



                           STOCK OPTION GRANT PROGRAM
                                       FOR
                         NONEMPLOYEE DIRECTORS UNDER THE
                               IMMUNEX CORPORATION
                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN

         The following provisions set forth the terms of the stock option grant
program (the "Program") for nonemployee directors of Immunex Corporation (the
"Company") under the Company's Amended and Restated 1999 Stock Option 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.   Administration

         The Board shall be the Plan Administrator of the Program. Subject to
the terms of the Program, the Plan Administrator shall have the power to
construe the provisions of the Program, to determine all questions arising
hereunder and to adopt and amend such rules and regulations for the
administration of the Program as it may deem desirable.

         2.   Eligibility

         Each member of the Board elected or appointed who is not otherwise an
employee of the Company, any Parent or Subsidiary, or a director appointed by
American Cyanamid Company or American Home Products Corporation pursuant to the
Amended and Restated Governance Agreement among American Cyanamid Company,
Lederle Oncology Corporation and Immunex Corporation dated as of December 15,
1992 (an "Eligible Director") shall be eligible to receive Initial Grants and
Annual Grants under the Program.

         3.   Initial Grants

         Subject to Sections 9 and 12 hereof, each Eligible Director who is
elected or appointed for the first time after the date of adoption of the
Program shall automatically receive the grant of an Option to purchase 30,000
shares on the day such Eligible Director is initially elected or appointed (an
"Initial Grant").

         4.   Annual Grants

         Subject to Sections 9 and 12 hereof, each Eligible Director continuing
service as an Eligible Director immediately following an annual meeting of
shareholders shall automatically receive an Option to purchase 20,000 shares
immediately following each year's annual meeting of shareholders as an annual
grant (an "Annual Grant"); provided, however, that an Eligible

                                        1



Director who received an Initial Grant on such date shall not receive an Annual
Grant until the next annual meeting.

         5.   Option Exercise Price

         The exercise price of an Option shall be the Fair Market Value of the
Common Stock on the effective date of an Initial or Annual Grant.

         6.   Vesting and Exercisability

         Each Option granted to an Eligible Director shall vest and become
exercisable in accordance with the following vesting schedule:



   Period of Eligible Director's Continuous Service as a     Portion of Total Option Which Is Vested
       Director With the Company From the Grant Date                     and Exercisable
   -----------------------------------------------------     ---------------------------------------
                                                             
                 Less than twelve months                                        0%

                      Twelve months                                            20%

                    Twenty-four months                                         40%

                    Thirty-six months                                          60%

                    Forty-eight months                                         80%

                 Sixty months or greater                                      100%


         Notwithstanding the foregoing, an Option granted under the Program
shall become 100% vested and exercisable on the date of termination of an
Eligible Director's service as a member of the Board on account of the Eligible
Director's death, provided that the Eligible Director has served as a member of
the Board for at least two years at the date of such Eligible Director's death.

         7.   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 any combination of (a) cash or check, (b) tendering
(either actually or, if and so long as the Common Stock is registered under
Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common
Stock already owned by the Eligible Director for at least six months (or any
minimum 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 promptly deliver to the Company the amount of sale or loan proceeds
to pay the

                                        2



Option exercise price and the Company to deliver the certificates for such
purchased shares directly to such broker, all in accordance with the regulations
of the Federal Reserve Board.

         8.   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 three months 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 termination of an Eligible Director's service
as a member of the Board on account of the Eligible Director's death, the vested
portion of any Option granted to such Eligible Director may be exercised 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 the Plan.

         (c)  In the event of the death of an Eligible Director subsequent to
the termination of an Eligible Director's services, but prior to the expiration
of the three-month exercise period referred to in Section 8(a) above, the vested
portion of the Option at the time of the termination of the Eligible Directors
services may be exercised within one year after the date of the termination of
the Eligible Director's services 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 the Plan.

         9.   Adjustments

       The number and class of shares covered by each outstanding Option and the
exercise price per share thereof (but not the total price) shall all be
proportionately adjusted for any stock dividends, stock splits,
recapitalizations, combinations or exchanges of shares, split-ups, split-offs,
spinoffs, or other similar changes in capitalization. Notwithstanding the
foregoing, if an automatic grant occurs within ninety days following any such
change in capitalization, the aggregate number and class of shares subject to
such automatic grant shall be proportionately adjusted to be the same number and
class of shares that would be subject to the automatic grant had it been
outstanding immediately prior to the date of such change in capitalization. Upon
the effective date of a dissolution or liquidation of the Company, or of a
reorganization, merger or consolidation of the Company with one or more
corporations that results in more than 70% of the outstanding voting shares of
the Company being owned by one or more affiliated corporations or other
affiliated entities, or of a transfer of all or substantially all the assets or
more than 70% of the then outstanding shares of the Company to another
corporation or other entity, the Program

                                        3



and all Options granted hereunder shall terminate. In the event of such
dissolution, liquidation, reorganization, merger, consolidation, transfer of
assets or transfer of stock, each Eligible Director shall be entitled, for a
period of twenty days prior to the effective date of such transaction, to
purchase the full number of shares under his or her Option which he or she
otherwise would have been entitled to purchase during the remaining term of such
Option.

         Adjustments under this Section 9 shall be made by the Plan
Administrator, whose determination shall be final. In the event of any
adjustment in the number of shares covered by any Option, any fractional shares
resulting from such adjustment shall be disregarded and each such Option shall
cover only the number of full shares resulting from such adjustment.

         10.  Compliance with Rule 16b-3

         It is the intention of the Company that the Program comply in all
respects with the requirements for a "formula plan" within the meaning
attributed to that term for purposes of Rule 16b-3 promulgated under Section
16(b) of the Exchange Act. Therefore, if any provision is later found not to be
in compliance with such requirements, that provision shall be deemed null and
void, and in all events the Program shall be construed in favor of its meeeting
such requirements.

         11.  Amendment, Suspension or Termination

         The Board may amend the provisions contained in the Program in such
respects as it deems advisable. The Board may also suspend or terminate the
Program. Any such amendment, suspension or termination shall not, without the
consent of the Eligible Director, impair or diminish any rights of an Eligible
Director 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.

         12.  Effective Date

         The Program shall become effective on the day the Board approves the
adoption of the Program.

         Adopted by the Board on February 8, 2001.

                                        4

EX-10.3

                                                                    EXHIBIT 10.3

                         AMGEN INC. AMENDED AND RESTATED
                        1999 EMPLOYEE STOCK PURCHASE PLAN

SECTION 1. PURPOSE

           The purposes of the Amgen Inc. Amended and Restated 1999 Employee
Stock Purchase Plan (the "Plan") are (a) to assist employees of Immunex
Corporation, a Washington corporation ("Immunex"), and its designated
subsidiaries in acquiring a stock ownership interest in Amgen Inc., a Delaware
corporation and parent corporation of Immunex (the "Company"), pursuant to a
plan that is intended to qualify as an "employee stock purchase plan" under
Section 423 of the Internal Revenue Code of 1986, as amended, and (b) to
encourage employees to remain in the employ of Immunex and its subsidiaries.
This Plan amends and restates in its entirety the Immunex Corporation 1999
Employee Stock Purchase Plan, as amended and restated.

SECTION 2. DEFINITIONS

           For purposes of the Plan, the following terms shall be defined as set
forth below.

           "Board" means the Board of Directors of the Company.

           "Code" means the Internal Revenue Code of 1986, as amended.

           "Committee" means the Compensation Committee of the Board.

           "Common Stock" means the common stock, par value $0.0001 per share,
of the Company.

           "Company" has the meaning set forth in Section 1.

           "Designated Subsidiary" has the meaning set forth under the
definition of "Eligible Employee" in this Section 2.

           "Eligible Compensation" means all salary and wages including
overtime.Regular cash compensation does not include cash bonuses, commissions,
severance pay, hiring and relocation bonuses, pay in lieu of vacations, sick
leave, gain from stock option exercises or any other special payments.

           "Eligible Employee" means any employee of Immunex or any domestic
Subsidiary Corporation or any other Subsidiary Corporation designated by the
Board or the Committee (each a "Designated Subsidiary"), who is in the employ of
Immunex (or any Designated Subsidiary) on one or more Offering Dates and who
meets the following criteria:

                (a) the employee does not, immediately after the option is
granted, own stock (as defined by the Code) possessing 5% or more of the total
combined voting power or value of all classes of stock of Immunex or of a Parent
Corporation or Subsidiary Corporation of Immunex;

                (b) the employee's customary employment is for 20 hours or more
per week; provided, however, that the Plan Administrator may increase or
decrease this minimum requirement for any future Offering so long as the maximum
number of hours does not exceed 20 hours,



                (c) if specified by the Plan Administrator for future Offerings,
minimum requirements for customary employment of a maximum of five months per
year;

                (d) the employee has been employed for at least three months as
of the Offering Date; provided, however, if specified by the Plan Administrator
for any future Offering, a minimum employment period that does not exceed two
years; and

                (e) the employee is not a highly compensated employee. For
purposes of the Plan, a "highly compensated employee" is any employee of Immunex
or a Designated Subsidiary who has a base salary in excess of $175,000 per year;
provided, however, that the Plan Administrator may increase or decrease this
amount for any future Offering within the limitations imposed by Code
Section 423.

If the Company permits any employee of a Designated Subsidiary to participate in
the Plan, then all employees of that Designated Subsidiary who meet the
requirements of this paragraph shall also be considered Eligible Employees.

           "Enrollment Period" has the meaning set forth in Section 7.1.

           "ESPP Broker" has the meaning set forth in Section 10.

           "ESPP Conversion Ratio" has the meaning set forth in Section 6.3.

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

           "Immunex" has the meaning set forth in Section 1.

           "Immunex Common Stock" means the common stock, par value $.01 per
share, of Immunex.

           "Merger Agreement" means the Amended and Restated Agreement and Plan
of Merger, by and between Amgen Inc., AMS Acquisition Inc. and Immunex
Corporation, dated as of December 16, 2001, as amended by that certain First
Amendment to Amended and Restated Agreement and Plan of Merger dated as of July
15, 2002.

           "Offering" has the meaning set forth in Section 5.1.

           "Offering Date" means the first day of an Offering.

           "Option" means an option granted under the Plan to an Eligible
Employee to purchase shares of Common Stock.

           "Parent Corporation" means any corporation, other than Immunex, in
an unbroken chain of corporations ending with Immunex, if, at the time of the
granting of the Option, each of the corporations, other than Immunex, owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain.

           "Participant" means any Eligible Employee who has elected to
participate in an Offering in accordance with the procedures set forth in
Section 7.1 and who has not withdrawn from the Plan or whose participation in
the Plan is not terminated.

           "Plan" has the meaning set forth in Section 1.

           "Plan Administrator" has the meaning set forth in Section 3.1.

                                       2



      "Purchase Date" means the last day of each Purchase Period.

      "Purchase Period" has the meaning set forth in Section 5.2.

      "Purchase Price" has the meaning set forth in Section 6.

      "Subscription" has the meaning set forth in Section 7.1.

      "Subsidiary Corporation" means any corporation, other than Immunex,
in an unbroken chain of corporations beginning with Immunex, if, at the time of
the granting of the Option, each of the corporations, other than the last
corporation in the unbroken chain, owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

SECTION 3. ADMINISTRATION

      3.1  Plan Administrator

      The Plan shall be administered by the Board or the Committee or, if and to
the extent the Board or the Committee designates an executive officer of the
Company to administer the Plan, by such executive officer (each, the "Plan
Administrator"). Any decisions made by the Plan Administrator shall be
applicable equally to all Eligible Employees.

      3.2  Administration and Interpretation by the Plan Administrator

      Subject to the provisions of the Plan, the Plan Administrator shall have
the authority, in its sole discretion, to determine all matters relating to
Options granted under the Plan, including all terms, conditions, restrictions
and limitations of Options; provided, however, that all Participants granted
Options pursuant to the Plan shall have the same rights and privileges within
the meaning of Code Section 423. The Plan Administrator shall also have
exclusive authority to interpret the Plan and may from time to time adopt, and
change, rules and regulations of general application for the Plan's
administration. The Plan Administrator's interpretation of the Plan and its
rules and regulations, and all actions taken and determinations made by the Plan
Administrator pursuant to the Plan, unless reserved to the Board or the
Committee, shall be conclusive and binding on all parties involved or affected.
The Plan Administrator may delegate administrative duties to such of the
Company's other officers or employees as the Plan Administrator so determines.

SECTION 4. STOCK SUBJECT TO PLAN

      Subject to adjustment from time to time as provided in Section 20, the
maximum number of shares of Common Stock which shall be available for issuance
under the Plan shall be 1,298,005/1/ shares. Shares issued under the Plan shall
be drawn from authorized and unissued shares or shares now held or subsequently
acquired by the Company.

__________________________
/1/ The original number of shares of Immunex Common Stock in the Plan was
500,000. This was adjusted to 3,000,000 as a result of a 2-for-1 stock split on
August 26, 1999 and a split March 20, 2000. This number was subsequently
adjusted to reflect the conversion of the shares of Immunex Common Stock that
remained available for issuance under the Plan as of the Effective Time (as
defined in the Merger Agreement) into shares of Common Stock in a manner
intended to comply with Section 424(a) of the Code.

                                       3



SECTION 5. OFFERING DATES

     5.1   Offerings

     (a)   Except as otherwise set forth below, the Plan shall be implemented by
a series of Offerings (each, an "Offering"). Offerings shall commence on May 1
and November 1 of each year and end on the next October 31 and April 30,
respectively, occurring thereafter (each, an "Offering").

     (b)   Notwithstanding the foregoing, the Plan Administrator may establish
(i) a different term for one or more Offerings and (ii) different commencing and
ending dates for such Offerings; provided, however, that an Offering may not
exceed five years; and provided, further, that if the Purchase Price may be less
than 85% of the fair market value of the Common Stock on the Purchase Date, the
Offering may not exceed one year.

     (c)   In the event the first or the last day of an Offering is not a
regular business day, then the first day of the Offering shall be deemed to be
the next regular business day and the last day of the Offering shall be deemed
to be the last preceding regular business day.

     5.2  Purchase Periods

          (a) Each Offering shall consist of one or more consecutive purchase
periods (each, a "Purchase Period"). The last day of each Purchase Period shall
be the Purchase Date for such Purchase Period. Each Purchase Period shall
commence on May 1 and November 1 of each year and end on the next October 31 and
April 30, respectively, occurring thereafter.

          (b) Notwithstanding the foregoing, the Board may establish (i) a
different term for one or more Purchase Periods and (ii) different commencing
and ending dates for any such Purchase Period.

          (c) In the event the first or last day of a Purchase Period is not a
regular business day, then the first day of the Purchase Period shall be deemed
to be the next regular business day and the last day of the Purchase Period
shall be deemed to be the last preceding regular business day.

     5.3  Governmental Approval; Stockholder Approval

     Notwithstanding any other provision of the Plan to the contrary, an
Option granted pursuant to the Plan shall be subject to (a) obtaining all
necessary governmental approvals and qualifications of the Plan and of the
issuance of Options and sale of Common Stock pursuant to the Plan and (b)
obtaining stockholder approval of the Plan.

SECTION 6. PURCHASE PRICE

     6.1   General Rule

     Subject to Section 6.3, the purchase price at which Common Stock may be
acquired in an Offering pursuant to the exercise of all or any portion of an
Option granted under the Plan (the "Purchase Price") shall be 85% of the lesser
of (a) the fair market

                                       4



value of the Common Stock on the Offering Date of such Offering and (b)the fair
market value of the Common Stock on the Purchase Date.

      6.2  Fair Market Value

      The fair market value of the Common Stock on the Offering Date or on the
Purchase Date shall be the closing price for the Common Stock as reported for
such day by the Nasdaq Stock Market, the New York Stock Exchange or other
trading market on which the Company's Common Stock may then be traded (the
"Exchange"). If no sales of the Common Stock were made on the Exchange on such
day, fair market value shall mean the closing price for the Common Stock as
reported for the next preceding day on which sales of the Stock were made on the
Exchange. If the Common Stock is not listed on an Exchange, the Board shall
designate an alternative method of determining the fair market value of the
Common Stock.

      6.3  Purchase Period Ending on October 31, 2002

      Notwithstanding Section 6.1, the Purchase Price with respect to the
Purchase Period commencing on May 1, 2002 and ending on October 31, 2002 shall
be 85% of the lesser of (a) the quotient obtained by dividing (i) the closing
price on May 1, 2002 of a share of Immunex Common Stock as reported by the
Nasdaq Stock Market, by (ii) the ESPP Conversion Ratio (as defined below), and
(b) the fair market value of a share of Common Stock on the Purchase Date. For
purposes of the above calculation, "ESPP Conversion Ratio" shall mean the
quotient obtained by dividing (x) the average of the closing trading prices of a
share of Immunex Common Stock on the Nasdaq Stock Market for the twenty (20)
consecutive trading days ending at 4:00 p.m. New York time on the fifth business
day immediately preceding the Closing Date (as defined in the Merger Agreement)
by (y) the average of the closing trading prices of a share of Common Stock on
the Nasdaq Stock Market for the twenty (20) consecutive trading days ending at
4:00 p.m. New York time on the fifth business day immediately preceding the
Closing Date.

SECTION 7. PARTICIPATION IN THE PLAN

      7.1  Initial Participation

      An Eligible Employee shall become a Participant on the first Offering Date
after satisfying the eligibility requirements and delivering to the Plan
Administrator during the enrollment period established by the Plan Administrator
(the "Enrollment Period") a subscription (the "Subscription"):

           (a)   indicating the Eligible Employee's election to participate in
the Plan;

           (b)   authorizing payroll deductions and stating the amount to be
deducted regularly from the Participant's pay; and

           (c)   authorizing the purchase of Common Stock for the Participant in
each Purchase Period.

      An Eligible Employee who does not deliver a Subscription as provided above
during the Enrollment Period shall not participate in the Plan for that
Offering, and shall

                                       5



not participate in the Plan for any subsequent Offering unless such Eligible
Employee subsequently enrolls in the Plan by delivering a Subscription to the
Plan Administrator during the Enrollment Period for such subsequent Offering.
The Plan Administrator may, from time to time, change the Enrollment Period for
any future Offering as it deems advisable in its sole discretion for the proper
administration of the Plan.

     Except as provided in Section 7.2, an employee who becomes eligible to
participate in the Plan after an Offering has commenced shall not be eligible to
participate in such Offering but may participate in any subsequent Offering,
provided that such employee is still an Eligible Employee as of the commencement
of any such subsequent Offering. Eligible Employees may not participate in more
than one Offering at a time.

     7.2  Alternative Initial Participation

     Notwithstanding any other provisions of the Plan, the Board or the
Committee may provide for any future Offering that any employee of Immunex or
any Designated Subsidiary who first meets the requirements of subparagraphs (a)
through (c) of the paragraph "Eligible Employee" in Section 2 during the course
of an Offering shall, on a date or dates specified in the Offering which
coincides with the day on which such person first meets such requirements or
occurs on a specified date thereafter, receive an Option under that Offering
which Option shall thereafter be deemed to be a part of that Offering. Such
Option shall have the same characteristics as any Options originally granted
under that Offering, except that:

     (i)  the date on which such Option is granted shall be the "Offering Date"
          of such Option for all purposes, including determining the Purchase
          Price of such Option; provided, however, that if the fair market value
          of the Common Stock on the date on which such Option is granted is
          less than the fair market value of Common Stock on the first day of
          the Offering, then, solely for the purpose of determining the Purchase
          Price of such Option, the first day of the Offering shall be the
          "Offering Date" for such Option;

     (ii) the Purchase Period(s) for such Option shall begin on its Offering
          Date and end coincident with the remaining Purchase Date(s) for such
          Offering; and

     (c)  the Board or the Committee may provide that if such person first meets
          such requirements within a specified period of time before the end of
          a Purchase Period for such Offering, he or she will not receive any
          Option for that Purchase Period.

     7.3  Continued Participation

     A Participant shall automatically participate in the next Offering until
such time as such Participant withdraws from the Plan pursuant to Section 11.1
or 11.2 or terminates employment as provided in Section 12.

                                       6



SECTION 8. LIMITATIONS ON RIGHT TO PURCHASE SHARES

      8.1  Number of Shares Purchased

      Subject to Section 8.3, the maximum number of shares of stock that may be
offered to a Participant on any Offering Date shall be equal to $15,000 divided
by the fair market value of one share of Common Stock on the applicable Offering
Date. Further, no Participant shall be entitled to purchase Common Stock under
the Plan (or any other employee stock purchase plan that is intended to meet the
requirements of Code Section 423 sponsored by the Company, Immunex, a Parent
Corporation or a Subsidiary Corporation) with a fair market value exceeding
$15,000, determined as of the Offering Date for each Offering (or such other
limit as may be imposed by the Code), in any calendar year in which a
Participant participates in the Plan (or other employee stock purchase plan
described in this Section 8.1). For any future Offering, the Board or the
Committee may specify a maximum number of shares which may be purchased by any
Participant as well as a maximum aggregate number of shares which may be
purchased by all Participants pursuant to such Offering. In addition, for any
future Offering with more than one Purchase Date, the Board or the Committee may
specify a maximum aggregate number of shares which may be purchased by all
Participants on any given Purchase Date under the Offering.

      8.2  Pro Rata Allocation

      In the event the number of shares of Common Stock that might be purchased
by all Participants in the Plan exceeds the number of shares of Common Stock
available in the Plan, the Plan Administrator shall make a pro rata allocation
of the remaining shares of Common Stock in as uniform a manner as shall be
practicable and as the Plan Administrator shall determine to be equitable.
Fractional shares may not be issued under the Plan unless the Plan Administrator
determines otherwise for any future Offering.

      8.3  Purchase Period Ending on October 31, 2002

      Notwithstanding the first sentence of Section 8.1, the maximum number of
shares of Common Stock that may be offered to any Participant with respect to
the Purchase Period commencing on May 1, 2002 and ending on October 31, 2002
shall be equal to $15,000, divided by the following quotient: (a) the closing
price on May 1, 2002 of a share of Immunex Common Stock as reported by the
Nasdaq Stock Market, divided by (b) the ESPP Conversion Ratio.

SECTION 9. PAYMENT OF PURCHASE PRICE

      9.1  General Rules

      Subject to Section 9.12, Common Stock that is acquired pursuant to the
exercise of all or any portion of an Option may be paid for only by means of
payroll deductions from the Participant's Eligible Compensation. Except as set
forth in this Section 9, the amount of compensation to be withheld from a
Participant's Eligible Compensation during each pay period shall be determined
by the Participant's Subscription.

      9.2  Changes in Withholding

      Unless otherwise determined by the Plan Administrator for any future
Offering, a Participant may not elect to increase or decrease the amount to be
withheld from his or

                                       7



her Eligible Compensation for an Offering; provided, however, that if such
elections are permitted for any future Offering, notice of such elections must
be delivered to the Plan Administrator in such form and in accordance with such
terms as the Plan Administrator may establish for the Offering.

      9.3  Percent Withheld

      The amount of payroll withholding for each Participant for purchases
pursuant to the Plan during any pay period shall be at least 1% but shall not
exceed 15% of the Participant's Eligible Compensation for such pay period, but
in no event shall exceed $15,000 per calendar year. Amounts shall be withheld in
whole percentages only.

      9.4  Payroll Deductions

     Payroll deductions shall commence on the first payday following the
Offering Date and shall continue through the last payday of the Offering unless
sooner altered or terminated as provided in the Plan.

      9.5  Memorandum Accounts

      Individual accounts shall be maintained for each Participant for
memorandum purposes only. All payroll deductions from a Participant's
compensation shall be credited to such account but shall be deposited with the
general funds of the Company. All payroll deductions received or held by Immunex
or the Company may be used by Immunex or the Company for any corporate purpose.

      9.6  No Interest

      No interest shall be paid on payroll deductions received or held by
Immunex or the Company.

      9.7  Acquisition of Common Stock

      On each Purchase Date of an Offering, each Participant shall automatically
acquire, pursuant to the exercise of the Participant's Option, the number of
shares of Common Stock arrived at by dividing the total amount of the
Participant's accumulated payroll deductions for the Purchase Period by the
Purchase Price; provided, however, that the number of shares of Common Stock
purchased by the Participant shall not exceed the number of whole shares of
Common Stock so determined, unless the Plan Administrator has determined for any
future Offering that fractional shares may be issued under the Plan; and
provided, further, that the number of shares of Common Stock purchased by the
Participant shall not exceed the number of shares for which Options have been
granted to the Participant pursuant to Section 8.1.

      9.8  Refund of Excess Amounts

      Any cash balance remaining in the Participant's account at the termination
of each Purchase Period shall be refunded to the Participant as soon as
practical after the Purchase Date without the payment of any interest; provided,
however, that if the Participant participates in the next Purchase Period, any
cash balance remaining in the Participant's account shall be applied to the
purchase of Common Stock in the new Purchase Period, provided such purchase
complies with Section 8.1.

                                       8



      9.9   Withholding Obligations

      At the time the Option is exercised, in whole or in part, or at the time
some or all of the Common Stock is disposed of, the Participant shall make
adequate provision for federal and state withholding obligations of Immunex or
the Company, if any, that arise upon exercise of the Option or upon disposition
of the Common Stock. Immunex or the Company may withhold from the Participant's
compensation the amount necessary to meet such withholding obligations.

      9.10  Termination of Participation

      No Common Stock shall be purchased on behalf of a Participant on a
Purchase Date if his or her participation in the Offering or the Plan has
terminated on or before such Purchase Date.

      9.11  Procedural Matters

      The Company may, from time to time, establish (a) limitations on the
frequency and/or number of any permitted changes in the amount withheld during
an Offering, as set forth in Section 9.2, (b) an exchange ratio applicable to
amounts withheld in a currency other than U.S. dollars, (c) payroll withholding
in excess of the amount designated by a Participant in order to adjust for
delays or mistakes in the Company's processing of properly completed withholding
elections and (d) such other limitations or procedures as deemed advisable by
the Company in the Company's sole discretion that are consistent with the Plan
and in accordance with the requirements of Code Section 423.

      9.12  Leaves of Absence

      During leaves of absence approved by the Company (or by Immunex previous
to the Closing Date (as defined in the Merger Agreement)) and meeting the
requirements of the applicable Treasury Regulations promulgated under the Code,
a Participant may elect to continue participation in the Plan by delivering cash
payments to the Plan Administrator on the Participant's normal paydays equal to
the amount of his or her payroll deduction under the Plan had the Participant
not taken a leave of absence. Currently, the Treasury Regulations provide that a
Participant may continue participation in the Plan only during the first 90 days
of a leave of absence unless the Participant's reemployment rights are
guaranteed by statute or contract.

SECTION 10. COMMON STOCK PURCHASED UNDER THE PLAN

      10.1  ESPP Broker

      If the Plan Administrator designates or approves a stock brokerage or
other financial services firm (the "ESPP Broker") to hold shares purchased under
the Plan for the accounts of Participants, the following procedures shall apply.
Promptly following each Purchase Date, the number of shares of Common Stock
purchased by each Participant shall be deposited into an account established in
the Participant's name with the ESPP Broker. Each Participant shall be the
beneficial owner of the Common Stock purchased under the Plan and shall have all
rights of beneficial ownership in such Common Stock. A Participant shall be free
to undertake a disposition of the shares of Common Stock in his or her account
at any time, but, in the absence of such a

                                       9



disposition, the shares of Common Stock must remain in the Participant's account
at the ESPP Broker until the holding period set forth in Code Section 423 has
been satisfied. With respect to shares of Common Stock for which the holding
period set forth above has been satisfied, the Participant may move those shares
of Common Stock to another brokerage account of the Participant's choosing or
request that a stock certificate be issued and delivered to him or her.
Dividends paid in the form of shares of Common Stock with respect to Common
Stock in a Participant's account shall be credited to such account. A
Participant who is not subject to payment of U.S. income taxes may move his or
her shares of Common Stock to another brokerage account of his or her choosing
or request that a stock certificate be delivered to him or her at any time,
without regard to the Code Section 423 holding period.

      10.2  Notice of Disposition

      By entering the Plan, each Participant agrees to promptly give the Company
notice of any Common Stock disposed of within the later of one year from the
Purchase Date and two years from the Offering Date for such Common Stock,
showing the number of such shares disposed of and the Purchase Date and Offering
Date for such Common Stock. This notice shall not be required if and so long as
the Company has a designated ESPP Broker.

SECTION 11. VOLUNTARY WITHDRAWAL

      11.1  Withdrawal From an Offering

      A Participant may withdraw from an Offering by signing and delivering to
the Plan Administrator a written notice of withdrawal on a form provided by the
Plan Administrator for such purpose. Such withdrawal must be elected at least
10 days prior to the end of the Purchase Period for which such withdrawal is to
be effective or by any other date specified by the Plan Administrator for any
future Offering. If a Participant withdraws after the Purchase Date for a
Purchase Period of an Offering, the withdrawal shall not affect Common Stock
acquired by the Participant in any earlier Purchase Periods. Unless otherwise
indicated, withdrawal from an Offering shall not result in a withdrawal from the
Plan or any succeeding Offering therein. A Participant is prohibited from again
participating in the same Offering at any time upon withdrawal from such
Offering. The Company may, from time to time, impose a requirement that the
notice of withdrawal be on file with the Plan Administrator for a reasonable
period prior to the effectiveness of the Participant's withdrawal.

      11.2  Withdrawal From the Plan

      A Participant may withdraw from the Plan by signing a written notice of
withdrawal on a form provided by the Plan Administrator for such purpose and
delivering such notice to the Plan Administrator. Such notice must be delivered
at least 10 days prior to the end of the Purchase Period for which such
withdrawal is to be effective or by any other date specified by the Plan
Administrator for any future Offering. In the event a Participant voluntarily
elects to withdraw from the Plan, the Participant may not resume participation
in the Plan during the same Offering, but may participate in any subsequent
Offering under the Plan by again satisfying the definition of Eligible Employee.
The Company may impose, from time to time, a requirement that the notice of
withdrawal be

                                       10



on file with the Plan Administrator for a reasonable period prior to the
effectiveness of the Participant's withdrawal.

      11.3  Return of Payroll Deductions

      Upon withdrawal from an Offering pursuant to Section 11.1 or from the
Plan pursuant to Section 11.2, the withdrawing Participant's accumulated payroll
deductions that have not been applied to the purchase of Common Stock shall be
returned as soon as practical after the withdrawal, without the payment of any
interest, to the Participant and the Participant's interest in the Offering
shall terminate. Such accumulated payroll deductions may not be applied to any
other Offering under the Plan.

SECTION 12. TERMINATION OF EMPLOYMENT

      Termination of a Participant's employment with Immunex or a Designated
Subsidiary or the Company for any reason, including retirement, death or any
other failure of a Participant to remain an employee of Immunex or a Designated
Subsidiary or the Company, shall immediately terminate the Participant's
participation in the Plan. The payroll deductions credited to the Participant's
account since the last Purchase Date shall, as soon as practical, be returned to
the Participant or, in the case of a Participant's death, to the Participant's
legal representative or designated beneficiary as provided in Section 13.2, and
all of the Participant's rights under the Plan shall terminate. Interest shall
not be paid on sums returned to a Participant pursuant to this Section 12.

SECTION 13. RESTRICTIONS ON ASSIGNMENT

      13.1  Transferability

      An Option granted under the Plan shall not be transferable and such Option
shall be exercisable during the Participant's lifetime only by the Participant.
The Company will not recognize, and shall be under no duty to recognize, any
assignment or purported assignment by a Participant of the Participant's
interest in the Plan, of his or her Option or of any rights under his or her
Option.

      13.2  Beneficiary Designation

      The Plan Administrator may permit a Participant to designate a beneficiary
who is to receive any shares and cash, if any, from the Participant's account
under the Plan in the event the Participant dies after the Purchase Date for an
Offering but prior to delivery to such Participant of such shares and cash. In
addition, the Plan Administrator may permit a Participant to designate a
beneficiary who is to receive any cash from the Participant's account under the
Plan in the event that the Participant dies before the Purchase Date for an
Offering. Such designation may be changed by the Participant at any time by
written notice to the Plan Administrator.

SECTION 14. NO RIGHTS AS STOCKHOLDER UNTIL SHARES ISSUED

      With respect to shares of Common Stock subject to an Option, a
Participant shall not be deemed to be a stockholder of the Company, and he or
she shall not have any of the rights or privileges of a stockholder. A
Participant shall have the rights and privileges of a stockholder of the Company
when, but not until, a certificate or its equivalent has been issued to the
Participant for the shares following exercise of the Participant's Option.

                                       11



SECTION 15. LIMITATIONS ON SALE OF COMMON STOCK PURCHASED UNDER THE PLAN

      The Plan is intended to provide Common Stock for investment and not for
resale. The Company does not, however, intend to restrict or influence any
Participant in the conduct of his or her own affairs. A Participant, therefore,
may sell Common Stock purchased under the Plan at any time he or she chooses,
subject to compliance with any applicable federal and state securities laws. A
Participant assumes the risk of any market fluctuations in the price of the
Common Stock.

SECTION 16. AMENDMENT OF THE PLAN

      The Board may amend the Plan in such respects as it shall deem advisable;
provided, however, that, to the extent required for compliance with Code Section
423 or any applicable law or regulation, stockholder approval will be required
for any amendment that will (a) increase the total number of shares as to which
Options may be granted under the Plan, (b) modify the class of employees
eligible to receive Options, or (c) otherwise require stockholder approval under
any applicable law or regulation.

SECTION 17. TERMINATION OF THE PLAN

      The Plan shall have no fixed termination date. Notwithstanding the
foregoing, the Board may suspend or terminate the Plan at any time. During any
period of suspension or upon termination of the Plan, no Options shall be
granted; provided, however, that suspension or termination of the Plan shall
have no effect on Options granted prior thereto.

SECTION 18. NO RIGHTS AS AN EMPLOYEE

      Nothing in the Plan shall be construed to give any person (including any
Eligible Employee or Participant) the right to remain in the employ of Immunex
or any of its affiliates or to affect the right of Immunex or any of its
affiliates to terminate the employment of any person (including any Eligible
Employee or Participant) at any time with or without cause.

SECTION 19. EFFECT UPON OTHER PLANS

      The adoption of the Plan shall not affect any other compensation or
incentive plans in effect for Immunex or any of its affiliates. Nothing in this
Plan shall be construed to limit the right of Immunex or any of its affiliates
to (a) establish any other forms of incentives or compensation for employees of
Immunex or any of its affiliates or (b) grant or assume options otherwise than
under this Plan in connection with any proper corporate purpose, including, but
not by way of limitation, the grant or assumption of options in connection with
the acquisition, by purchase, lease, merger, consolidation or otherwise, of the
business, stock or assets of any corporation, firm or association.

SECTION 20. ADJUSTMENTS

      20.1  Adjustment of Shares

      In the event that, at any time or from time to time, a stock dividend,
stock split (but not including the stock dividend approved by the board of
directors of Immunex on February 23, 1999), spin-off, combination or exchange of
shares, recapitalization,

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merger, consolidation, distribution to stockholders other than a normal cash
dividend, or other change in the Company's corporate or capital structure
results in (a) the outstanding shares, or any securities exchanged therefor or
received in their place, being exchanged for a different number or kind of
securities of the Company or of any other corporation or (b) new, different or
additional securities of the Company or of any other corporation being received
by the holders of shares of Common Stock, then (subject to any required action
by the Company's stockholders), the Board or the Committee, in its sole
discretion, shall make such equitable adjustments as it shall deem appropriate
in the circumstances in (i) the maximum number and kind of shares of Common
Stock subject to the Plan as set forth in Section 4 and (ii) the number and kind
of securities that are subject to any outstanding Option and the per share price
of such securities. The determination by the Board or the Committee as to the
terms of any of the foregoing adjustments shall be conclusive and binding.
Notwithstanding the foregoing, a dissolution, liquidation, merger or asset sale
of the Company shall not be governed by this Section 20.1 but shall be governed
by Sections 20.2 and 20.3, respectively.

      20.2  Merger or Asset Sale of Immunex or the Company

      In the event of a proposed sale of all or substantially all of the assets
of Immunex or the Company, or the merger of Immunex or the Company with or into
another corporation (but not including any internal corporate restructuring or
reorganization involving Immunex and the Company), each outstanding Option shall
be assumed or an equivalent option substituted by the successor corporation or a
parent or subsidiary corporation of the successor corporation. In the event that
the successor corporation refuses to assume or substitute for the Option, the
Offering then in progress shall be shortened by setting a new Purchase Date. The
new Purchase Date shall be a specified date before the date of the proposed sale
or merger of Immunex or the Company. The Board shall notify each Participant in
writing, at least 10 business days prior to the new Purchase Date, that the
Purchase Date for the Participant's Option has been changed to the new Purchase
Date and that the Participant's Option shall be exercised automatically on the
new Purchase Date, unless prior to such date the Participant has withdrawn from
the Offering or the Plan as provided in Section 11 hereof.

      20.3  Dissolution or Liquidation of Immunex or the Company

      In the event of the proposed dissolution or liquidation of Immunex or the
Company (but not including any internal corporate restructuring or
reorganization involving Immunex and the Company), the Offering then in progress
shall be shortened by setting a new Purchase Date and shall terminate
immediately prior to the consummation of such proposed dissolution or
liquidation, unless provided otherwise by the Board. The new Purchase Date shall
be a specified date before the date of the proposed dissolution or liquidation
of Immunex or the Company. The Board shall notify each Participant in writing,
at least 10 business days prior to the new Purchase Date, that the Purchase Date
for the Participant's Option has been changed to the new Purchase Date and that
the Participant's Option shall be exercised automatically on the new Purchase
Date, unless prior to such date the Participant has withdrawn from the Offering
or the Plan as provided in Section 11 hereof.

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      20.4  Limitations

      The grant of Options will in no way affect the Company's right to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets.

SECTION 21. REGISTRATION; CERTIFICATES FOR SHARES

      The Company shall be under no obligation to any Participant to register
for offering or resale under the Securities Act of 1933, as amended, or register
or qualify under state securities laws, any shares of Common Stock. The Company
may issue certificates for shares with such legends and subject to such
restrictions on transfer and stop-transfer instructions as counsel for the
Company deems necessary or desirable for compliance by the Company with federal
and state securities laws.

SECTION 22. EFFECTIVE DATE

      The Plan's effective date is the date on which it was approved by
Immunex's shareholders, which was April 29, 1999. The Plan was amended and
restated by the board of directors of Immunex on April 25, 2000 and was amended
and restated by the Board on July 15, 2002.

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