EXHIBIT 99.2
EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED
AMENDMENT TO
CORVAS INTERNATIONAL, INC.
EMPLOYEE STOCK PURCHASE PLAN
Approved by the Board April 5, 2000
Ratified by the Stockholders June 14, 2000
WHEREAS, Corvas International, Inc. previously adopted its Employee
Stock Purchase Plan (the "Plan") and
WHEREAS, Paragraph 13 of the Plan provides that the Plan may be
amended by the Board contingent upon shareholder approval within twelve (12)
months before or after such amendment, such approval having been received on the
date noted above;
NOW, THEREFORE, the Plan is amended as follows:
1. Section 3(a) is deleted and replaced with the following:
"3. SHARES SUBJECT TO THE PLAN.
---------------------------
(a) Subject to the provisions of paragraph 12 relating to
adjustments upon changes in stock, the stock that may be sold pursuant to rights
granted under the Plan shall not exceed in the aggregate three hundred fifty
thousand (350,000) shares of the Company's common stock (the "Common Stock"). If
any right granted under the Plan shall for any reason terminate without having
been exercised, the Common Stock not purchased under such right shall again
become available for the Plan."
2. Section 14(a) is deleted and replaced with the following:
"14. TERMINATION OR SUSPENSION OF THE PLAN.
--------------------------------------
(a) The Board may suspend or terminate the Plan at any
time. No rights may be granted under the Plan while the Plan is suspended or
after it is terminated."
