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EXHIBIT 4.1
AMENDED AND RESTATED 1995 NON-EMPLOYEE
DIRECTOR STOCK OPTION PLAN AMENDMENT
The Amended and Restated 1995 Non-Employee Director Stock Option Plan
(the "Plan") of Texas Biotechnology Corporation (the "Company") is hereby
amended as follows effective March 6, 2000.
1. The first paragraph of Section 3 is amended to read as follows
in its entirety:
The stock subject to the Options and other provisions of the Plan shall
be shares of the Company's Common Stock, par value $.005 per share (the
"Common Stock"). The total amount of the Common Stock with respect to
which Options may be granted or issued pursuant to other provisions of
the Plan shall not exceed 500,000 shares in the aggregate; provided,
that the class and aggregate number of shares which may be subject to
the Options granted hereunder shall be subject to adjustment in
accordance with the provisions of Section 11 of this Plan. Such shares
may be treasury shares or authorized but unissued shares.
