GALAGEN INC, S-8, 1997-05-13

GALAGEN INC
S-8, 1997-05-13
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)

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<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1997

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
______________________

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________

GALAGEN INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 41-1719104
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

4001 LEXINGTON AVENUE NORTH 55126
ARDEN HILLS, MINNESOTA (Zip Code)
(Address of principal executive offices)

GALAGEN INC.
NON-STATUTORY STOCK OPTION AGREEMENTS

IAI Investment Funds VI, Inc. Arthur J. Benvenuto
IAI Investment Funds IV, Inc. Eileen F. Bostwick Arthur D. Collins, Jr.
IAI Investment Funds II, Inc. Michael E. Cady Stanley Falkow
Land O'Lakes, Inc. Gregg A. Waldon John Pappajohn
Robert A. Hoerr John G. Watson Winston R. Wallin
- -------------------------------------------------------------------------------
(Full title of the plan)

Robert A. Hoerr, M.D., Ph.D.
President and
Chief Executive Officer
GalaGen Inc.
4001 Lexington Avenue North
Arden Hills, Minnesota 55126
(Name and address of agent for service)

(612) 481-2105
(Telephone number, including area code, of agent for service)
______________________

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
Proposed
Title of Amount maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 185,644
$.01 par value shares See note 1 $1,512,294 $460
- ----------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------
</TABLE>
(1) As of the date of this filing, options are outstanding under the agreements
to purchase 185,644 shares of Common Stock of the Registrant, with exercise
prices ranging from $1.23 per share to $11.08 per share. The total
aggregate exercise price of such options is $1,512,294.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

GALAGEN INC.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents of GalaGen Inc. (the "Company") filed with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (File No. 0-27976), are,
as of their respective dates, incorporated in this Registration Statement by
reference and made a part hereof:

1. The Company's latest Annual Report on Form 10-K which contains, either
directly or by incorporation by reference, audited financial
statements for the Company's latest fiscal year for which such
statements have been filed.

2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the Annual Report referred to in (1) above.

3. The description of the Company's Common Stock which is contained in
the Registration Statement on Form 8-A (Registration No. 0-27976)
filed on March 13, 1996 (and declared effective on March 25, 1996)
under the Exchange Act and all amendments and reports filed for the
purpose of updating such description.

All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to
the date of this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all of the shares of Common Stock
offered have been sold or which deregisters all shares of the Common Stock then
remaining unsold shall be deemed to be incorporated by reference in and a part
of this Registration Statement from the date of filing of such documents.

Any statement contained in a document incorporated, or deemed to be
incorporated, by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or incorporated herein by reference or in any other
subsequently filed document that also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not Applicable.

II-1

<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Delaware law, a corporation may indemnify any person who was or
is a party or is threatened to be made a party to an action (other than an
action by or in the right of the corporation) by reason of his or her services
as a director or officer of the corporation, or his or her service, at the
corporation's request, as a director, officer, employee or agent of another
corporation or other enterprise, against expenses (including attorneys' fees)
that are actually and reasonably incurred by him or her ("Expenses"), and
judgments, fines and amounts paid in settlement that are actually and reasonably
incurred by him or her, in connection with the defense or settlement of such
action, provided that he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the corporation's best interests,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe that his or her conduct was unlawful. Although Delaware law permits
a corporation to indemnify any person referred to above against Expenses in
connection with the defense or settlement of an action by or in the right of the
corporation, provided that he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the corporation's best
interests, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the Court of Chancery (or
the court in which the action was brought) determines that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. The General Corporation Law of the State of
Delaware also provides for mandatory indemnification of any director, officer,
employee or agent against Expenses to the extent such person has been successful
in any proceeding covered by the statute. In addition, the General Corporation
Law of the State of Delaware provides for the general authorization of
advancement of a director's or officer's litigation Expenses in lieu of
requiring the authorization of such advancement by the board of directors in
specific cases, and that indemnification and advancement of Expenses provided by
the statute shall not be deemed exclusive of any other rights to which those
seeking indemnification of Expenses may be entitled under any bylaw, agreement
or otherwise.

The Company's Certificate of Incorporation and Bylaws currently
provide that the Company will indemnify directors, officers, employees and
agents in accordance with, and to the fullest extent permitted by, the
provisions of the Delaware General Corporation Law, as it may be amended from
time to time. The Certificate of Incorporation of the Company eliminates the
personal liability of a director to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director, except under certain
circumstances involving certain wrongful acts such as breach of a director's
duty of loyalty, acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for any unlawful acts
under Section 174 of the General Corporation Law of the State of Delaware, or
for any transaction from which a director derives an improper personal benefit.
Article V of the Bylaws of the Company provides for the broad indemnification of
the directors and officers of the Company and for advancement of litigation
expenses to the fullest extent required or permitted by current Delaware law.

The Company maintains a policy of directors and officers liability
insurance that reimburses the Company for expenses that it may incur in
conjunction with the foregoing indemnity provisions and that may provide direct
indemnification to officers and directors where the Company is unable to do so.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

EXHIBIT DESCRIPTION

4.1 Specimen Common Stock Certificate.(1)

II-2

<PAGE>

4.2 Warrant to purchase 13,541 shares of Common Stock of the Company
issued to Piper Jaffray Inc., dated January 26, 1993.(1)

4.3 Warrant to purchase 20,312 shares of Common Stock of the Company
issued to Gus Chafoulias, dated October 12, 1993.(1)

4.4 Warrant to purchase 20,312 shares of Common Stock of the Company
issued to John Pappajohn, dated October 12, 1993.(1)

4.5 Warrant to purchase 9,479 shares of Common Stock of the Company
issued to Cato Holding Company, dated June 21, 1994.(1)

4.6 Form of Common Stock Warrant to purchase shares of Common Stock
of the Company, issued in connection with the sale of Convertible
Promissory Notes.(1)

4.7 Warrant to purchase 17,144 shares of Series F-1 Convertible
Preferred Stock of the Company issued to Chiron Corporation,
dated March 29, 1995.(1)

4.8 Warrant to purchase 42,856 shares of Series F-2 Convertible
Preferred Stock of the Company issued to Chiron Corporation,
dated March 29, 1995.(1)

4.9 Warrant to purchase 60,000 shares of Series F-3 Convertible
Preferred Stock of the Company issued to Chiron Corporation,
dated March 29, 1995.(1)

4.10 Warrant to purchase 80,000 shares of Series F-3 Convertible
Preferred Stock of the Company issued to Chiron Corporation,
dated March 29, 1995.(1)

4.11 Warrant to purchase 18,250 shares of Common Stock of the Company
issued to IAI Investment Funds VI, Inc. (IAI Emerging Growth
Fund), dated January 30, 1996.(1)

4.12 Warrant to purchase 6,250 shares of Common Stock of the Company
issued to IAI Investment Funds IV, Inc. (IAI Regional Fund),
dated January 30, 1996.(1)

4.13 Warrant to purchase 25,000 shares of Common Stock of the Company
issued to John Pappajohn, dated February 2, 1996.(1)

4.14 Warrant to purchase 25,000 shares of Common Stock of the Company
issued to Edgewater Private Equity Fund, L.P., dated February 2,
1996.(1)

4.15 Warrant to purchase 10,000 shares of Common Stock of the Company
issued to Joseph Giamenco, dated February 2, 1996.(1)

4.16 Warrant to purchase 25,000 shares of Common Stock of the Company
issued to Gus A. Chafoulias, dated February 2, 1996.(1)

4.17 Warrant to purchase 25,000 shares of Common Stock of the Company
issued to JIBS Equities, dated February 2, 1996.(1)

4.18 Warrant to purchase 25,000 shares of Common Stock of the Company
issued to Land O'Lakes, Inc., dated February 2, 1996.(1)

II-3

<PAGE>

5.1 Opinion of Faegre & Benson LLP as to the legality of the shares
being registered.

23.1 Consent of Faegre & Benson LLP is contained in its opinion filed
as Exhibit 5 to this Registration Statement.

23.2 Consent of Ernst & Young LLP.

24.1 Power of Attorney (included in the Signature page to the
Registration Statement).

99.1 Schedule of GalaGen Inc. Non-Statutory Stock Options.

99.2 GalaGen Inc. Non-Statutory Stock Option Agreement-Form 1.

99.3 GalaGen Inc. Non-Statutory Stock Option Agreement-Form 2.

99.4 GalaGen Inc. Non-Statutory Stock Option Agreement-Form 3.

- -------------

(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's Registration Statement on Form S-1 (Registration No.
333-1032).

ITEM 9. UNDERTAKINGS.

A. The Company hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
Registration Statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

II-4

<PAGE>

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

B. The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

II-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the Company 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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Arden Hills, State of Minnesota, on
May 12, 1997.

GALAGEN INC.

By /s/ Robert A. Hoerr
----------------------------------------
Robert A. Hoerr
President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
Robert A. Hoerr, M.D. and Gregg A. Waldon, or either of them, such person's true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution for such person and in such persons' name, place and stead, in
any and all capacities, to sign the Registration Statement on Form S-8 of
GalaGen Inc. and any or all amendments (including post-effective amendments) to
the Registration Statement, and to file the same, with all exhibits hereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as such person might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on May 12, 1997.

Signature Title
- --------- -----

/s/ Robert A. Hoerr President and Chief Executive Officer
(Principal Executive Officer)

/s/ Gregg A. Waldon Vice President, Chief Financial Officer,
Secretary and Treasurer (Principal Financial
and Accounting Officer)

/s/ R. David Spreng Director

/s/ Arthur J. Benvenuto Director

/s/ Arthur D. Collins, Jr. Director

/s/ Ronald O. Ostby Director

/s/ John Pappajohn Director

/s/ Winston R. Wallin Director

<PAGE>

INDEX TO EXHIBITS

Method
Exhibit Description of Filing
- ------- ----------- ---------

4.1 Specimen Common Stock Certificate.(1)................ Incorporated by
Reference

4.2 Warrant to purchase 13,541 shares of Common Stock of
the Company issued to Piper Jaffray Inc., dated
January 26, 1993.(1)................................. Incorporated by
Reference

4.3 Warrant to purchase 20,312 shares of Common Stock of
the Company issued to Gus Chafoulias, dated
October 12, 1993.(1)................................. Incorporated by
Reference

4.4 Warrant to purchase 20,312 shares of Common Stock of
the Company issued to John Pappajohn, dated
October 12, 1993.(1)................................. Incorporated by
Reference

4.5 Warrant to purchase 9,479 shares of Common Stock of
the Company issued to Cato Holding Company, dated
June 21, 1994.(1).................................... Incorporated by
Reference

4.6 Form of Common Stock Warrant to purchase shares of
Common Stock of the Company, issued in connection
with the sale of Convertible Promissory Notes.(1).... Incorporated by
Reference

4.7 Warrant to purchase 17,144 shares of Series F-1
Convertible Preferred Stock of the Company issued to
Chiron Corporation, dated March 29, 1995.(1)......... Incorporated by
Reference

4.8 Warrant to purchase 42,856 shares of Series F-2
Convertible Preferred Stock of the Company issued to
Chiron Corporation, dated March 29, 1995.(1)......... Incorporated by
Reference

4.9 Warrant to purchase 60,000 shares of Series F-3
Convertible Preferred Stock of the Company issued to
Chiron Corporation, dated March 29, 1995.(1)......... Incorporated by
Reference

4.10 Warrant to purchase 80,000 shares of Series F-3
Convertible Preferred Stock of the Company issued to
Chiron Corporation, dated March 29, 1995.(1)......... Incorporated by
Reference

4.11 Warrant to purchase 18,250 shares of Common Stock of
the Company issued to IAI Investment Funds VI, Inc.
(IAI Emerging Growth Fund), dated January 30,
1996.(1)............................................. Incorporated by
Reference

4.12 Warrant to purchase 6,250 shares of Common Stock of
the Company issued to IAI Investment Funds IV, Inc.
(IAI Regional Fund), dated January 30, 1996.(1)...... Incorporated by
Reference

4.13 Warrant to purchase 25,000 shares of Common Stock of
the Company issued to John Pappajohn, dated
February 2, 1996.(1)................................. Incorporated by
Reference

<PAGE>

4.14 Warrant to purchase 25,000 shares of Common Stock of
the Company issued to Edgewater Private Equity Fund,
L.P., dated February 2, 1996.(1)..................... Incorporated by
Reference

4.15 Warrant to purchase 10,000 shares of Common Stock of
the Company issued to Joseph Giamenco, dated
February 2, 1996.(1)................................. Incorporated by
Reference

4.16 Warrant to purchase 25,000 shares of Common Stock of
the Company issued to Gus A. Chafoulias, dated
February 2, 1996.(1)................................. Incorporated by
Reference

4.17 Warrant to purchase 25,000 shares of Common Stock of
the Company issued to JIBS Equities, dated
February 2, 1996.(1)................................. Incorporated by
Reference

4.18 Warrant to purchase 25,000 shares of Common Stock of
the Company issued to Land O'Lakes, Inc., dated
February 2, 1996.(1)................................. Incorporated by
Reference

5.1 Opinion of Faegre & Benson LLP as to the legality of
the shares being registered.......................... Electronic
Transmission

23.1 Consent of Faegre & Benson LLP is contained in its
opinion filed as Exhibit 5 to this Registration
Statement.

23.2 Consent of Ernst & Young LLP......................... Electronic
Transmission

24.1 Power of Attorney (included in the Signature page to
the Registration Statement).......................... Electronic
Transmission

99.1 Schedule of GalaGen Inc. Non-Statutory Stock Options. Electronic
Transmission

99.2 GalaGen Inc. Non-Statutory Stock Option Agreement-
Form 1............................................... Electronic
Transmission

99.3 GalaGen Inc. Non-Statutory Stock Option Agreement-
Form 2............................................... Electronic
Transmission

99.4 GalaGen Inc. Non-Statutory Stock Option Agreement-
Form 3............................................... Electronic
Transmission
- ----------------
(1) Incorporated herein by reference to the same numbered Exhibit to the
Company's Registration Statement on Form S-1 (Registration No. 333-1032).

<PAGE>

Exhibit 5.1

Faegre & Benson LLP
2200 Norwest Center
90 South Seventh Street
Minneapolis, Minnesota 55402

May 13, 1997

GalaGen Inc.
4001 Lexington Avenue North
Arden Hills, Minnesota 55126

Ladies and Gentlemen:

In connection with the Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Registration Statement"), relating to
the offering of up to 185,644 shares of Common Stock, par value $.01 per share
(the "Shares"), of GalaGen Inc., a Delaware corporation (the "Company"),
pursuant to the Non-Statutory Stock Option Agreements, we have examined such
corporate records and other documents, including the Registration Statement, and
have reviewed such matters of law as we have deemed relevant hereto, and, based
upon such examination and review, it is our opinion that all necessary corporate
action on the part of the Company has been taken to authorize the issuance and
sale of the Shares and that, when issued and sold as contemplated in the
Registration Statement, the Shares will be legally and validly issued, fully
paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

FAEGRE & BENSON LLP

<PAGE>

Exhibit 23.2

Consent of Ernst & Young LLP

We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the GalaGen Inc. Non-Statutory Stock Option Agreements
of our report dated January 31, 1997 with respect to the financial statements
and schedules of GalaGen Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1996, filed with the Securities and Exchange
Commission.

Ernst & Young LLP

Minneapolis, Minnesota
May 9, 1997

<PAGE>

Exhibit 99.1

Non-Statutory Stock Options

Post IPO Original Grant 1st Amend 2nd Amend
Option Price Shares Form Date* Date** Date** Expire. Date Option Type
------------ -------- ---- -------------- --------- --------- ------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
IAI Investment Funds $ 3.6923 4,062 2 2/22/93 3/24/94 12/28/95 5 yr., 3 mo. NQO
VI, Inc. (Emerging
Growth Fund)

IAI Investment Funds $ 3.6923 6,500 2 2/22/93 3/24/94 12/28/95 5 yr., 3 mo. NQO
IV, Inc. (Regional Fund)

IAI Investment Funds $ 3.6923 1,354 2 2/22/93 3/24/94 12/28/95 5 yr., 3 mo. NQO
VI, Inc. (Midcap Fund)

IAI Investment Funds II, $ 3.6923 1,625 2 2/22/93 3/24/94 12/28/95 5 yr., 3 mo. NQO
Inc. (Stock Fund)

IAI Investment Funds VI, $11.0770 1,354 2 12/27/95 N/A N/A 5 yr., 3 mo. NQO
Inc. (Emerging Growth
Fund)

IAI Investment Funds $11.0770 1,354 2 12/27/95 N/A N/A 5 yr., 3 mo. NQO
IV, Inc. (Regional Fund)

Land O'Lakes, Inc. $ 1.2310 13,541 2 7/24/92 N/A N/A 5 yr., 3 mo. NQO

Land O'Lakes, Inc. $11.0770 2,708 2 12/27/95 N/A N/A 5 yr., 3 mo. NQO

Robert A. Hoerr $11.0770 52,812 3 12/27/95 N/A N/A 5 yr., 3 mo. NQO

Eileen F. Bostwick $ 5.3750 18,958 3 12/27/95 8/6/96 N/A 5 yr., 3 mo. NQO

Michael E. Cady $11.0770 16,250 3 12/27/95 N/A N/A 5 yr., 3 mo. NQO

Gregg A. Waldon $11.0770 13,541 3 12/27/95 N/A N/A 5 yr., 3 mo. NQO

John G. Watson $ 5.7500 38,045 3 9/30/96 N/A N/A 5 yr., 3 mo. NQO

Arthur J. Benvenuto $11.0770 2,708 1 12/27/95 N/A N/A 5 yr., 3 mo. NQO

Arthur D. Collins, Jr. $11.0770 2,708 1 12/27/95 N/A N/A 5 yr., 3 mo. NQO

Stanley Falkow $11.0770 2,708 1 12/27/95 N/A N/A 5 yr., 3 mo. NQO

John Pappajohn $11.0770 2,708 1 12/27/95 N/A N/A 5 yr., 3 mo. NQO

Winston R. Wallin $11.0770 2,708 1 12/27/95 N/A N/A 5 yr., 3 mo. NQO
--------
Total Outside Stock Plan 185,644

</TABLE>

* Options vest 20% per year beginning on the first anniversary of original
grant date, regardless of amendment date.
** Amendment date represents a new effective date for the stock option agreement
at which time the stock options were repriced.

<PAGE>

EXHIBIT 99.2

- -------------------------------------------------------------------------------
NOTICE OF GRANT OF STOCK OPTIONS GALAGEN INC.
AND OPTION AGREEMENT ID 41-1719104
4001 Lexington Avenue North
Arden Hills, MN 55126-2998
phone 612-481-2193

[ Name and OPTION NUMBER:
Address of PLAN: OSP
Optionee ]
ID:

- -------------------------------------------------------------------------------

Effective _____________, you have been granted a(n) Non-Qualified Stock Option
to buy ________ shares of GalaGen Inc. (the "Company") stock at $_______ per
share.

The total option price of the shares granted is $___________.

Shares in each period will become fully vested on the date shown.

Shares Vest Type Full Vest Expiration

By your signature and the Company's signature below, you and the Company
agree that these options are granted under and governed by the terms and
conditions of the Option Agreement, which is attached and made a part of this
document.

- -------------------------------------------------------------------------------

GalaGen Inc. Date

[Name of Optionee] Date

<PAGE>

GALAGEN INC.
STOCK OPTION AGREEMENT
FORM 1

The Company desires, by affording the Optionee an opportunity to purchase
shares of its Common Stock (hereinafter sometimes called the "Shares"), to
provide the Optionee with an added incentive to continue Optionee's services to
the Company and, through Optionee's proprietary interest, to increase Optionee's
personal participation in the success of the Company and its subsidiaries.

2. TERM OF OPTION. The term of the Option shall be for a period of
five (5) years and three (3) months from the date of grant as set forth in
the Notice of Grant (the "Option Date").

3. EXERCISE OF OPTION. This Option shall be exercisable during its
term in accordance with the Exercise Schedule set forth in the Notice of
Grant and subject to earlier termination as hereinafter provided.

4. ADJUSTMENTS. Notwithstanding any installment exercise provisions
of Section 3 above, this Option shall be exercisable in full, without regard
to any installment exercise provisions, for a period specified by the
Company, but not to exceed sixty (60) days, prior to the occurrence of any of
the following events: (i) dissolution or liquidation of the Company other
than in conjunction with a bankruptcy of the Company or any similar
occurrence, (ii) any merger, consolidation, acquisition, separation,
reorganization, or similar occurrence, where the Company will not be the
surviving entity or (iii) the transfer of substantially all of the assets of
the Company or 75% or more of the outstanding Stock of the Company. In the
event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split (reverse or other), other change in corporate structure
affecting the stock of the Company, or spin-off or other distribution of
assets to stockholders, the Board of Directors may make such adjustments in
the number and option price of shares subject to this Option as it may
determine to be appropriate, in its sole discretion, provided that the number
of shares subject to this Option shall always be a whole number.

5. NO RIGHT AS SHAREHOLDER. The Optionee shall have none of the
rights of a shareholder with respect to the Shares subject to this Option
until the Shares shall have been issued upon exercise of the Option.

<PAGE>

6. NON-TRANSFERABILITY. The Option shall not be transferable other
than by will or the laws of descent and distribution, and the Option may be
exercised during the lifetime of the Optionee only by the Optionee.

7. EFFECT OF TERMINATION OF BOARD MEMBERSHIP. If the Optionee ceases
to be a member of the Board by reason of Optionee's death prior to the
expiration of the Option, the Option rights may be subsequently exercised,
but only to the extent of the number of Shares (if any) for which the Option
is exercisable on the date of the Optionee's death, by Optionee's personal
representative or by the person or persons to whom Optionee's rights under
the Option shall pass, by will or by the laws of descent and distribution.
Any such exercise must, however, occur within twelve (12) months after the
Optionee's death, and in no event may any Option rights be exercised by
anyone after the expiration of the term of this Option.

If the Optionee shall cease to be a member of the Board for any reason
other than death prior to the expiration of this Option, then such Option
shall remain exercisable for a twelve (12) month period following the date of
such cessation of Board membership. The Option shall, during such twelve
(12) month period, be exercisable only to the extent of the number of shares
(if any) for which the Option is exercisable on the date of such cessation of
Board membership, and in no event may any Option rights be exercised by
anyone after the expiration of the term of this Option.

8. METHOD OF EXERCISING OPTION. Subject to the terms and conditions
of this Option Agreement, the Option may be exercised by written notice to
the Plan Administrator, Norwest Shareowner Services, at 161 North Concord
Exchange, South St. Paul, Minnesota 55075. Such notice shall state the
election to exercise the Option and the number of shares in respect of which
it is being exercised, and shall be signed by the person so exercising the
Option. Such notice shall be accompanied by payment of the full purchase
price of such shares, which payment shall be made in cash or by check or bank
draft payable to the Company, or, provided such form of payment does not
result in charge to earnings of the Company for financial accounting
purposes, by delivery of shares of Common Stock of the Company with a fair
market value equal to the purchase price or by a combination of cash and such
shares, whose fair market value shall equal the purchase price. For purposes
of this paragraph, the "fair market value" of the Common Stock of the Company
shall be established in the manner set forth in the Plan. In the event the
Option shall be exercised by any person other than the Optionee, such notice
shall be accompanied by appropriate proof of such right of such person to
exercise the Option.

9. TAX WITHHOLDING. The parties hereto recognize that the Company or
a parent or subsidiary thereof may be obligated to withhold federal and state
income taxes and social security or other taxes upon the Optionee's exercise
of the Option. The Optionee agrees that, at the time he or she exercises the
Option, if the Company or a parent or subsidiary thereof is required to
withhold such taxes, he or she will promptly pay in cash upon demand to the
Company, or the parent or subsidiary having such obligation, such amounts as
shall be necessary to satisfy such obligation; provided, however, that in
lieu of all or any part of such a cash payment, the Board may, but shall not
be required to, permit the Optionee to elect to cover all or any part of the
required withholdings, and to cover any additional withholdings up to the
amount needed to cover

<PAGE>

the Optionee's full FICA and federal, state and local income tax with respect
to income arising from the exercise of the Option, through a reduction of the
number of Shares delivered to the Optionee or through a subsequent return to
the Company of Shares delivered to the Optionee.

10. OPTION PLAN. This Option is subject to certain additional terms
and conditions set forth in the 1992 Stock Plan pursuant to which this Option
has been issued. A copy of the Plan is on file with the Treasurer of the
Company, and by acceptance hereof Optionee agrees to and accepts this Option
subject to the terms of the Plan. Except as otherwise defined herein,
defined terms used in this Agreement shall have the meaning ascribed thereto
in the Plan.

11. DISPUTES. As a condition of the granting of the Option herein
granted, the Optionee agrees, for the Optionee and the Optionee's personal
representatives, that any dispute or disagreement which may arise under or as
a result of or pursuant to this Agreement shall be determined by the
Compensation Committee of the Board of Directors of the Company, or the Board
if there is no such committee, in its sole discretion, and that any
interpretation by said Committee of the terms of this Agreement shall be
final, binding and conclusive.

12. BINDING EFFECT. This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

<PAGE>

Exhibit 99.3

[ Name and OPTION NUMBER:
Address of PLAN: OSP
Optionee ]
ID:

- -------------------------------------------------------------------------------

Effective _____________, you have been granted a(n) Non-Qualified Stock Option
to buy ________ shares of GalaGen Inc. (the "Company") stock at $_______ per
share.

The total option price of the shares granted is $___________.

Shares in each period will become fully vested on the date shown.

Shares Vest Type Full Vest Expiration

- -------------------------------------------------------------------------------

GalaGen Inc. Date

[Name of Optionee] Date

<PAGE>

GALAGEN INC.
STOCK OPTION AGREEMENT
FORM 2

1. GRANT OF OPTION. GalaGen Inc., a Delaware corporation (the
"Company"), hereby grants to the Optionee named in the Notice of Grant (the
"Optionee") an option (the "Option") to purchase shares of its Common Stock
as of the date, in the amount and at the price per share all as set forth in
the Notice of Grant. This Option is granted outside of the Company's 1992
Stock Plan (the "Plan") and is being granted to the Optionee in consideration
for providing its representative to the Company's Board of Directors.
Optionee's representative on the Board of Directors has waived the right to
receive the automatic grant to non-employee directors authorized in the Plan.
This Option is not intended to qualify as an "incentive stock option" as
that term is defined in Section 422 of the Internal Revenue Code.

The Company desires, by affording the Optionee an opportunity to
purchase shares of its Common Stock (hereinafter sometimes called the
"Shares"), to provide the Optionee with an added incentive to continue
Optionee's services to the Company and, through Optionee's proprietary
interest, to increase Optionee's personal participation in the success of the
Company and its subsidiaries.

2. TERM OF OPTION. The term of the Option shall be for a period of
five (5) years and three (3) months from the date of grant.

<PAGE>

6. NON-TRANSFERABILITY. The Option shall not be transferable by the
Optionee and is exercisable only by Optionee. Any attempt to assign,
transfer, pledge, hypothecate or otherwise dispose of this Option contrary to
the provisions thereof, or any attachment or similar process upon this
Option, shall be null and void and without effect.

7. EFFECT OF TERMINATION OF BOARD MEMBERSHIP. If the Optionee shall
cease to have a representative serving on the Board for any reason prior to
the expiration of this Option, then such Option shall remain exercisable for
a twelve (12) month period following the date of such cessation of Board
Membership. The Option shall, during such twelve (12) month period, be
exercisable only to the extent of the number of shares (if any) for which the
Option is exercisable on the date of such cessation of Board membership, and
in no event may any Option rights be exercised by Optionee after the
expiration of the term of this Option.

<PAGE>

10. DISPUTES. As a condition of the granting of the Option herein
granted, the Optionee agrees, for the Optionee and the Optionee's personal
representatives, that any dispute or disagreement which may arise under or as
a result of or pursuant to this Agreement shall be determined by the
Compensation Committee of the Board of Directors of the Company, or the Board
if there is no such committee, in its sole discretion, and that any
interpretation by said Committee of the terms of this Agreement shall be
final, binding and conclusive.

11. BINDING EFFECT. This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.

<PAGE>

EXHIBIT 99.4

[ Name and OPTION NUMBER:
Address of PLAN: OSP
Optionee ]
ID:

- -------------------------------------------------------------------------------

Effective _____________, you have been granted a(n) Non-Qualified Stock Option
to buy ________ shares of GalaGen Inc. (the "Company") stock at $_______ per
share.

The total option price of the shares granted is $___________.

Shares in each period will become fully vested on the date shown.

Shares Vest Type Full Vest Expiration

- -------------------------------------------------------------------------------

GalaGen Inc. Date

[Name of Optionee] Date

<PAGE>

GALAGEN INC.
STOCK OPTION AGREEMENT
FORM 3

The Company desires, by affording the Optionee an opportunity to
purchase shares of its Common Stock (hereinafter sometimes called the
"Shares"), to provide the Optionee with an added incentive to continue
Optionee's services to the Company and, through Optionee's proprietary
interest, to increase Optionee's personal participation in the success of the
Company and its subsidiaries.

2. TERM OF OPTION. The term of the Option shall be for a period of
five (5) years and three (3) months from the date of grant as set forth in
the Notice of Grant (the "Option Date").

<PAGE>

7. DEATH, DISABILITY OR RETIREMENT OF OPTIONEE. If the Optionee's
employment with the Company shall terminate by reason of death, Disability or
Retirement (as those terms are defined in the Plan), the Option may be
exercised (to the extent that the Optionee shall have been entitled to do so
at the date of his termination of employment by reason of death, Disability
or Retirement) by the Optionee, his or her legal representative, or, in the
case of death, by the person to whom the Option is transferred by will or the
applicable laws of descent and distribution at any time within 180 days after
the Optionee's termination of employment, but in no event later than the
expiration of the term specified in Section 2 hereof.

8. OTHER TERMINATION. In the event the employment of the Optionee
shall be terminated for any reason other than death, Disability or
Retirement, any unexercised Option may be exercised by the Optionee to the
extent it was exercisable at such termination, but may not be exercised after
ninety (90) days of such termination or the expiration of the stated term of
the Option, whichever period is the shorter; provided, however, that in the
event of termination for Cause (as that term is defined in the Plan), such
Option shall terminate immediately upon such termination of employment. So
long as the Optionee shall continue to be an employee of the Company or one
or more of its subsidiaries, the Option shall not be affected by any change
of duties or position. Nothing in this Option Agreement shall confer upon
the Optionee any right to continue in the employ of the Company or of any of
its subsidiaries or interfere in any way with the right of the Company or any
such subsidiary to terminate the employment of the Optionee at any time.

9. METHOD OF EXERCISING OPTION. Subject to the terms and conditions
of this Option Agreement, the Option may be exercised by written notice to
the Plan Administrator, Norwest Shareowner Services, at 161 North Concord
Exchange, South St. Paul, Minnesota 55075. Such notice shall state the
election to exercise the Option and the number of shares in respect of which
it is being exercised, and shall be signed by the person so exercising the
Option. Such notice shall be accompanied by payment of the full purchase
price of such shares, which payment shall be made in cash or by check or bank
draft payable to the Company, or, provided such form of payment does not
result in charge to earnings of the Company for financial accounting
purposes, by delivery of shares of Common Stock of the Company with a fair
market value equal to the purchase price or by a combination of cash and such
shares, whose fair market value shall equal the purchase price. For purposes
of this paragraph, the "fair market value" of the Common Stock of the Company
shall be established in the manner set forth in the Plan. In the event the
Option shall be exercised by any person other than the Optionee, such notice
shall be accompanied by appropriate proof of such right of such person to
exercise the Option.

10. TAX WITHHOLDING. The parties hereto recognize that the Company or
a parent or subsidiary thereof may be obligated to withhold federal and state
income taxes and social security

<PAGE>

or other taxes upon the Optionee's exercise of the Option. The Optionee
agrees that, at the time he or she exercises the Option, if the Company or a
parent or subsidiary thereof is required to withhold such taxes, he or she
will promptly pay in cash upon demand to the Company, or the parent or
subsidiary having such obligation, such amounts as shall be necessary to
satisfy such obligation; provided, however, that in lieu of all or any part
of such a cash payment, the Board may, but shall not be required to, permit
the Optionee to elect to cover all or any part of the required withholdings,
and to cover any additional withholdings up to the amount needed to cover the
Optionee's full FICA and federal, state and local income tax with respect to
income arising from the exercise of the Option, through a reduction of the
number of Shares delivered to the Optionee or through a subsequent return to
the Company of Shares delivered to the Optionee.

12. BINDING EFFECT. This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties hereto.