1990 NON-STATUTORY STOCK OPTION AGREEMENT

 EXHIBIT 10.68

                           AGOURON PHARMACEUTICALS, INC.
                           (a California Corporation)

                   1990 NON-STATUTORY STOCK OPTION AGREEMENT
                                      FOR
                      EMPLOYEES, OFFICERS AND DIRECTORS

     This Option Agreement is entered into between Agouron Pharmaceuticals, 
Inc., a California corporation and the Optionee whose name appears on the 
Notice of Grant of Stock Option to which this Agreement is an attachment.

1.     Recitals.

     1.01     The Board of Directors of the Company or its duly authorized 
delegates authorized the granting of this Option to Optionee pursuant to the 
Agouron Pharmaceuticals, Inc. 1990 Stock Option Plan.

     1.02     This Option Agreement is intended to constitute a non-statutory 
stock option, meaning an option which is not an "incentive stock option" 
within the meaning of Section 422 of Internal Revenue Code of 1986, as 
amended from time to time.

2.     Definitions.

     In addition to those words and phrases defined above and unless 
otherwise required by the context in which they appear, words and phrases 
having their initial letters capitalized shall have the following meanings:

     2.01     Act.  "Act" shall mean the Securities Exchange Act of 1934, as 
amended from time to time.

     2.02     Affiliate.  "Affiliate" shall mean any corporation defined as a 
"parent corporation" or a "subsidiary corporation" by Code Section 424(e) 
and (f), respectively.

     2.03     Agreement.  "Agreement" shall mean this 1990 Non-Statutory 
Stock Option Agreement (including any schedules, attachments, documents 
incorporated by reference, or modifications agreed to in writing by the 
Company and Optionee) which sets forth the Optionee's and the Company's 
rights and obligations with respect to the Option granted Optionee by the 
Board or its duly authorized delegates as described on the Notice of Grant.

     2.04     Board.  "Board" shall mean the Board of Directors of the 
Company.

     2.05     Code.  "Code" shall mean the Internal Revenue Code of 1986, as 
amended.

     2.06     Company.  "Company" shall mean Agouron Pharmaceuticals, Inc., a 
California corporation, and any successors or assigns.

     2.07     Date of Grant.  "Date of Grant" shall mean the Date of Grant 
set forth on the Notice of Grant.

     2.08     Disability.  "Disability" or "Disabled" shall mean the 
condition of being "disabled" within the meaning of Section 422(c)(6) of the 
Code or any successor provision. 

     2.09     Employee.  "Employee" shall mean any salaried employee of the 
Company or its Affiliates, including those employees who are officers of the 
Company or its Affiliates.

     2.10     Expiration Date.  "Expiration Date" shall mean the Expiration 
Date set forth on the Notice of Grant.

     2.11     Fair Market Value.  "Fair Market Value" of Stock on a given 
date shall mean an amount per share, as determined by the Board or its 
delegates by applying any reasonable valuation method determined without 
regard to any restriction other than a restriction which, by its terms, will 
never lapse.  Notwithstanding the preceding, if the Stock is traded upon an 
established stock exchange or exchanges or quoted on the over-the-counter 
market as reported by the National Association of Securities Dealers 
Automated Quotation Systems ("NASDAQ") National Market System, then the "Fair 
Market Value" of Stock on a given date per share shall be deemed to be the 
average of the highest and lowest selling price per share of the Stock on the 
principal stock exchange on which the Stock is then trading or on the over-
the-counter market as reported by NASDAQ National Market System on such 
date, or, if there was no trading of the Stock on that day, on the next 
preceding day on which there was such a trade; if the Stock is not traded 
upon an established stock exchange or quoted on the over-the-counter market 
as reported by NASDAQ National Market System but is quoted on the NASDAQ or 
a successor quotation system, the "Fair Market Value" of Stock on a given 
date shall be deemed to be the mean between the closing representative "bid" 
and "ask" prices per share of the Stock on such date as reported by the 
NASDAQ or such quotation system, or, if there shall have been no trading of 
the Stock on that day, on the next preceding day on which there was such 
trading.

     2.12     Notice of Grant of Stock Option.  "Notice of Grant of Stock 
Option" or "Notice of Grant" shall mean the Notice of Grant executed by the 
Company and the Optionee to which this Agreement is an attachment.

     2.13     Option.  "Option" shall mean the right of Optionee to purchase 
the number of shares of Stock set forth on the Notice of Grant in accordance 
with the terms and conditions of this Agreement.

     2.14     Optionee.  "Optionee" shall mean the person whose name is set 
forth on the Notice of Grant.

                                    -2-

     2.15     Option Price.  "Option Price" shall mean the price per share of 
Stock to be paid by the Optionee upon exercise of the Option, which amount 
is set forth on the Notice of Grant.

     2.16     Option Stock.  "Option Stock" shall mean the total number of 
shares of Stock the Optionee shall be entitled to purchase pursuant to this 
Agreement, which number of shares is set forth on the Notice of Grant.

     2.17     Plan.  "Plan" shall mean the 1990 Agouron Pharmaceuticals, Inc. 
Stock Option Plan, as amended from time to time.

     2.18     Reporting Person.  "Reporting Person" shall mean an Optionee 
who is required to file statements relating to his or her beneficial 
ownership of Stock with the SEC pursuant to Section 16(a) of the Act.

     2.19     Rule 16b-3.  "Rule 16b-3" shall mean Rule 16b-3, as amended from 
time to time, promulgated by the SEC under the Act, and any successor 
thereto.

     2.20     SEC.  "SEC" shall mean the Securities and Exchange Commission.

     2.21     Stock.  "Stock" shall mean the no par common stock of the 
Company.

     2.22     Vesting.  "Vesting" shall mean the date(s) when all or a portion 
of the Option Stock becomes available for exercise.

     2.23     Vesting Schedule.  "Vesting Schedule" shall mean the Vesting 
Schedule set forth on the Notice of Grant which indicates on what dates all 
or a portion of the Option Stock becomes available for exercise.

3.     Option.

     3.01     Grant.  The Company hereby grants to Optionee an Option to 
purchase all or any part of the Option Stock on the terms and conditions set 
forth in this Agreement.  The Date of Grant shall be the Date of Grant set 
forth on the Notice of Grant.

     3.02     Purchase Price.  The purchase price per share of Stock to be 
paid upon the exercise of this Option shall be the Option Price set forth on 
the Notice of Grant.

     3.03     Restrictions on Transfer.  This Option may be transferred to a 
trust for the benefit of the Optionee or members of his immediate family.  
Upon any attempt to sell, assign, encumber or otherwise transfer this Option 
in violation of this Agreement, or upon the levy of any attachment or 
similar process upon this Option, this Option shall immediately become null 
and void.

                                    -3-

     3.04     Modifications of Rights.  As set forth in Paragraph 6(l) of the 
Plan, the Board may modify (including, lowering the Option Price), extend or 
renew this Option (to the extent not previously exercised), or accept the 
surrender of this Option (to the extent not previously exercised) and 
authorize the granting of a new Stock option in substitution therefor; 
provided, however, that no modification of this Option shall, without the 
consent of the Optionee, alter or impair any existing rights or obligations 
of Optionee under this Option.

     3.05     Changes in Company's Equity Structure; Recapitalization of 
Company.  Upon the occurrence of the capital and/or recapitalization 
transactions described in Paragraph 6(j) of the Plan, this Option (to the 
extent not previously exercised) shall be adjusted or modified as provided 
in Paragraph 6(j) of the Plan.  Notwithstanding any provision of this 
Agreement, the Company reserves the right to:

(a)     make or enter into any adjustments, reclassifications, reorganizations 
or changes of its capital or business structure;

(b)     merge or consolidate with other entities; or

(c)     dissolve, liquidate or sell, or transfer all or any part of its 
business or assets.

     3.06     Shareholder's Rights.  Optionee shall have no rights as a 
shareholder with respect to any shares Optionee is entitled to purchase 
under this Option until the date of the issuance of a stock certificate for 
such shares.  No adjustment shall be made for dividends (ordinary or 
extraordinary, whether in cash, securities or other property) or 
distributions or other rights for which the record date is prior to the date 
of issuance of such certificate, except as provided in this Agreement or in 
the Plan.

4.     Employment Conditions.

     4.01     Employment Status.  Optionee shall be considered to be in the 
employment of the Company as long as Optionee remains an Employee of the 
Company or its Affiliates.  The Board exclusively shall determine: 

(a)     whether or when there has been a termination of Optionee's employment 
or term of corporate office;

(b)     if there has been a failure to comply with Optionee's covenant not to 
compete obligations; and 

(c)     the cause of such termination, 

which determination shall be final.

                                    -4-

     4.02     Covenant Not to Compete.  Unless otherwise permitted in 
writing, Optionee, who is an Employee of the Company or its Affiliates, shall 
devote his entire time, energy and skill to the service of the Company or its 
Affiliates, subject to vacation, sick leave and other approved absences.  
Failure of Optionee to comply with the covenant not to compete obligations 
stated above within thirty (30) days of written notice of such failure shall 
cause, on the thirtieth (30th) day after such written notice, the 
cancellation of Optionee's right to purchase Option Stock (to the extent not 
previously exercised) without further action by the Company.  The 
restriction contained in this Paragraph 4.02 shall only apply to Employees, 
and not to officers or directors who are not Employees or consultants for 
the Company.

     4.03     Termination for Cause.  Unless otherwise agreed to by the 
Board, if Optionee's employment or his position as an officer or director of 
the Company or its Affiliates is terminated for cause, the right of Optionee 
to purchase Option Stock shall only be exercisable for a period of thirty 
(30) days after the date of such termination.

5.     Exercise.

     5.01     Exercise Amounts.  Subject to the earlier termination of the 
right to exercise this Option as provided under this Agreement, including 
Paragraphs 4.02 and 4.03 above, the Optionee shall be entitled to exercise 
the amounts of Option Stock, in whole or in part, as set forth in the 
Vesting Schedule on the Notice of Grant.

     5.02     Additional Adjustments.  Notwithstanding the terms of Paragraph 
5.01 of this Agreement, the Board in its sole and exclusive discretion may 
provide for conditions for the exercise of this Option and/or modify the 
Vesting Schedule set forth on the Notice of Grant; provided, however, the 
Board may only modify the conditions for the exercise of this Option and/or 
modify the Vesting Schedule to provide for a more restrictive Vesting 
Schedule with the consent of Optionee, if such modification alters or 
impairs any existing rights or obligations of Optionee under this Option.  

     5.03     Cumulative Exercise Rights.  If the Optionee does not exercise 
in any one year period the full number of shares to which he is then 
entitled to exercise, he may exercise those shares in any subsequent year 
prior to the Expiration Date of this Option as set forth on the Notice of 
Grant, or such later date subsequently approved by the Board or its 
delegates.

     5.04     Expiration of Exercise Rights.  Subject to the provisions of 
Paragraph 5.08, in no event shall this Option be exercisable after the 
Expiration Date or such later date subsequently approved by the Board or its 
delegates.

     5.05     Fractional Shares.  This Option shall not be exercisable with 
respect to any fractional shares of the Stock.

     5.06     Exercise Procedure.  This Option shall be exercised by the 
giving of written notice of exercise to the Company which specifies the 
number of shares of Stock to be purchased, accompanied by payment (in 
accordance with the terms of Paragraph 6(d) of the 

                                    -5-

Plan) of the aggregate Option Price for the shares of Stock being purchased, 
such payment to be made in any combination of:

              (a)     United States cash currency;

              (b)     a cashier's or certified check to the order of the 
                      Company;

              (c)     a personal check acceptable to the Company;

              (d)     to the extent permitted by the Board, shares of Stock 
                      (including previously owned Stock or Stock issuable in 
                      connection with the Option exercise), properly endorsed 
                      to the Company, whose Fair Market Value on the date of 
                      exercise equals the aggregate Option Price of the 
                      Option being exercised; or

              (e)     to the extent agreed to by the Board, the Optionee's 
                      entering into an agreement with the Company whereby a 
                      portion of the Optionee's Options are terminated and 
                      where the "built-in gain" on any Options which are 
                      terminated as part of such agreement equals the 
                      aggregate Option Price of the Option being exercised. 
                      "Built-in gain" means the excess of the aggregate Fair 
                      Market Value of any Stock otherwise issuable on 
                      exercise of a terminated Option, over the aggregate 
                      Option Price otherwise due the Company on such 
                      exercise.

The Board (in accordance with the terms of Paragraph 6(d) of the Plan) may 
provide such assistance to the Optionee to facilitate the exercise of this 
Option as it deems appropriate; provided, however, that the Board, as a 
prerequisite to providing such assistance, may require satisfaction of any 
rules or conditions it deems appropriate.  Shares of Stock used to pay the 
Option Price shall be valued at their Fair Market Value on the date of 
exercise.  The Optionee's notice of exercise shall also be accompanied by 
payment (in accordance with the terms of Paragraph 6(p) of the Plan) of the 
amount of federal and state income and employment taxes that the Company is 
required to collect from Optionee because of the exercise of the Option.

     5.07     Exercise During Life.  Subject to the provisions of Paragraphs 
4.02, 4.03 and 5.08, during Optionee's lifetime, this Option shall be 
exercisable only by Optionee either:

              (a)     while Optionee is employed by or serves as an officer 
                      or director of the Company or its Affiliates;

              (b)     within three (3) months after the date on which 
                      Optionee's employment or term of corporate office 
                      terminates for reasons other than "termination for 
                      cause" as provided in Paragraph 4.03 of this Agreement; 
                      or

              (c)     within one (1) year after the date on which the 
                      Optionee's employment or term of corporate office 
                      terminates due to a Disability;

                                    -6-

provided, however, that in no event shall the period of exercise be extended 
beyond the Expiration Date or such later date subsequently approved by the 
Board or its delegates.  Unless the Board or its delegates otherwise agree, 
if Optionee is entitled to purchase shares of Stock after the termination of 
Optionee's employment or termination of his corporate office, the number of 
shares of Stock Optionee may so purchase shall be limited to the number of 
shares of Stock Optionee was entitled to purchase as of such date of 
termination.

     5.08     Exercise After Death.  If Optionee dies while employed by or 
while serving as an officer or director of the Company or its Affiliates or 
within a period of three (3) months after the date such employment or term 
of corporate office terminates, but prior to the complete exercise of this 
Option, the Option may be exercised within one (1) year from the date of 
Optionee's death, but:

              (a)     only by a personal representative of Optionee, or by 
                      any person or persons who shall have acquired the 
                      Option directly from the Optionee by bequest or 
                      inheritance; and

              (b)     only as to the number of shares of Stock that Optionee 
                      was entitled to purchase under this Option on the date 
                      of Optionee's death.

     5.09     Consultancy to the Company After Termination of Employment or 
Term of Corporate Office.  If Optionee acts as a consultant for the Company 
or its Affiliates after the termination of his employment or term of 
corporate office, then Optionee shall not be deemed to have terminated his 
employment or term of corporate office for the Company or its Affiliates for 
the purposes of Paragraphs 5.07 and 5.08 of this Agreement until he ceases 
to be a consultant for the Company or its Affiliates, provided he does not 
violate any covenant not to compete obligations contained in his consulting 
agreement with the Company or its Affiliates.

     5.10     Exercise of Option Prior to Vesting.  The Board, in its sole 
and exclusive discretion, may permit the Optionee to exercise this Option 
prior to the date this Option is otherwise exercisable, provided the Stock 
issued on such exercise is subject to repurchase rights which expire pro rata 
as the Option would otherwise have become exercisable.

     5.11     Non-Sequential Exercise Permitted.  Subject to the exercise 
limitations set forth herein, this Option shall be exercisable 
notwithstanding the fact that there is an outstanding incentive stock option 
or non-statutory stock option for the purchase of Stock of the Company which 
was granted before this Option was granted, and no subsequently-granted 
incentive stock option shall fail to be exercisable solely because this 
Option remains outstanding.

     5.12     Legends.  Certificates for shares of Stock acquired upon 
exercise of this Option may contain such legends and transfer restrictions 
as the Company shall deem reasonably necessary or desirable to:  

              (a)     assure the satisfaction of any liability that the 
                      Company may or will have incurred for withholding of 
                      any federal and state income and employment taxes; 

                                    -7-

              (b)     facilitate compliance by the Company with any federal 
                      or state laws or regulations, including, without 
                      limitation, legends restricting transfer of 
                      the Stock until there has been compliance with federal 
                      and state securities laws; 

              (c)     assure notice of the Company's repurchase rights under 
                      Paragraph 5.10 of this Agreement; or 

              (d)     assure notice of such other restrictions as may be 
                      imposed on the Stock under the terms of this Agreement.

6.     Conflict Between Plan and Agreement.

     This Agreement, including the Option and Optionee's rights hereunder, 
is subject to and governed by the Plan.  Any conflict between the terms and 
provisions of this Agreement and the terms and provisions of the Plan shall 
be governed by the terms and provisions of the Plan.

7.     Investment Intent.

     This Option is granted on the condition that Optionee's purchase of 
Stock shall be for investment purposes for Optionee's own account and not 
with a view to resale or distribution.  The Company shall not, upon the 
exercise of this Option, be required to issue or deliver shares of Stock or 
certificates therefor if, in the opinion of counsel for the Company, such 
issuance or delivery would be in violation of, or would not comply with, any 
applicable state or federal securities law, regulation or rule.

8.     Notices.

     8.01     In Writing.  All notices, demands, requests, declarations, 
service of process, or other communications permitted or required under this 
Agreement or applicable law shall be in writing.

     8.02     Delivery.  All such communications may be served personally or 
may be sent by registered or certified mail, return receipt requested, 
postage prepaid and addressed to either Optionee or the Company at the 
addresses appearing at the top of the Notice of Grant, or at such other 
address as either party shall have communicated to the other pursuant to 
this Paragraph 8.02.  All such communications shall be deemed effectively 
delivered upon personal service or three (3) days after deposit in the 
United States Mail.

                                    -8-

9.     Miscellaneous.

     9.01     Successors and Assigns.  Except as otherwise provided in this 
Agreement, this Agreement shall inure to the benefit of only the Company, 
Optionee and their respective successors or assigns.

     9.02     Status.  Nothing contained in this Agreement shall be construed 
as giving Optionee any right to be retained as an Employee, officer or 
director of the Company.

     9.03     Severability.  If any provision or provisions of this Agreement 
are adjudged to be, for any reason, unenforceable, illegal or void, the 
remainder of the provisions shall remain in full force and effect.

     9.04     Integration.  This Agreement and the Notice of Grant to which 
this Agreement is an attachment constitute the entire understanding of the 
parties concerning this Option.  Except as otherwise provided, any changes, 
modifications, variations, or subordinations pertaining to this Agreement 
and the Notice of Grant are invalid, unless stated in writing and executed 
by the Company and Optionee.

     9.05     Governing Law.  This Agreement and the Option granted hereby 
shall be governed by the laws of the State of California.

     9.06     Attorneys' Fees.  If either party brings an action or seeks to 
enforce or interpret any of the terms or provisions of this Agreement, the 
prevailing party shall be entitled to recover its reasonable attorneys' fees 
and costs, in addition to any other remedy it may be awarded.

     9.07     Counterparts.  This Agreement may be executed in counterparts, 
and the counterparts shall constitute the whole instrument.

     9.08     Titles for Convenience; Gender; and Plurals.  Titles of 
articles and paragraph headings are for convenience only and shall not affect 
the construction or interpretation of this Agreement, or any portion thereof.  
Whenever required by the context hereof, the singular shall include the 
plural, and vice versa; the masculine gender shall include the feminine and 
neuter, and vice versa.

                                    -9-

 

Basic Info X:

Name: 1990 NON-STATUTORY STOCK OPTION AGREEMENT
Type: Stock Option Agreement
Date: Jan. 28, 1997
Company: AGOURON PHARMACEUTICALS INC
State: California

Other info:

Organization:

  • The Board of Directors
  • Board of Directors of the Company
  • Fair Market Value
  • National Association of Securities Dealers Automated Quotation Systems
  • NASDAQ National Market System
  • Notice of Grant of Stock Option
  • Agouron Pharmaceuticals , Inc.
  • Securities and Exchange Commission
  • Date of Grant
  • Expiration of Exercise Rights
  • Exercise During Life
  • Company After Termination of Employment or Term of Corporate Office
  • Non-Sequential Exercise Permitted
  • the Notice of Grant
  • the State of California

Location:

  • California
  • Optionee
  • United States Mail

Person:

  • Optionee