RIBOGENE INC / CA/
S-8, 1999-07-30
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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<PAGE>   1

     As filed with the Securities and Exchange Commission on July 30, 1999
                              Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933




                                 RiboGene, Inc
             (Exact name of registrant as specified in its charter)

       Delaware                                        94-3095154
(State of Incorporation)                   (I.R.S. Employer Identification No.




       26118 Research Road, Hayward, California 94545   (510) 732-5551
                    (Address of principal executive offices)



                     1998 Non-Officer Equity Incentive Plan
                     1997 Equity Incentive Plan, as amended


                     ---------------------------------------
                            (Full title of the plans)

       26118 Research Road, Hayward, California 94545   (510) 732-5551
 (Name, address, including zip code, and telephone number, including area code,
                              of agent for service)

                                   ----------


                                   Copies to:
                             Robert J. Brigham, Esq.
                               Cooley Godward LLP
                              Five Palo Alto Square
                               3000 El Camino Real
                           Palo Alto, California 94304
                                 (650) 843-5000



                                   ----------



<PAGE>   2

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================== ====================== ========================= ========================== =========================
 TITLE OF SECURITIES TO        AMOUNT TO BE           PROPOSED MAXIMUM          PROPOSED MAXIMUM        AMOUNT OF REGISTRATION
      BE REGISTERED             REGISTERED           OFFERING PRICE PER     AGGREGATE OFFERING PRICE             FEE
                                                           SHARE
<S>                        <C>                    <C>                       <C>                        <C>

Stock Options and             700,000 shares                   $1.75  (1)                $1.75(1)                 $422.41
Common Stock (par             600,000 shares                   $2.9375(2)        $1,762,500.00(2)                 $607.76
 value $.001)
========================== ====================== ========================= ========================== =========================
</TABLE>

 (1)     Estimated solely for the purpose of calculating the amount of the
         registration fee pursuant to Rule 457(h). The price per share and
         aggregate offering price are based upon the average of the bid and
         asked prices of Registrant's Common Stock on July 27, 1999 as reported
         on the American Stock Exchange.

(2)      The price per share and aggregate offering price are based upon the
         closing price of Registrant's Common Stock on December 3, 1998 as
         reported on the American Stock Exchange.

                                       2.
<PAGE>   3

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed by RiboGene, Inc., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission are incorporated by
reference into this Registration Statement:

         (a) The Company's Annual Report on Form 10-K filed pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for the year ended December 31, 1998.

         (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999.

         (c) The description of the Company's Common Stock which is contained in
a registration statement filed under the Exchange Act, including any amendment
or report 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 and 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part of this
registration statement from the date of the filing of such reports and
documents.

                            DESCRIPTION OF SECURITIES

Not applicable.

                     INTERESTS OF NAMED EXPERTS AND COUNSEL

Not applicable.

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Under Section 145 of the Delaware General Corporation Law, the Company
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). The Registrant's Certificate of
Incorporation and By-laws include provisions to (i) eliminate the personal
liability of its directors for monetary damages resulting from breaches of their
fiduciary duty to the extent permitted by Section 102(b)(7) of the General
Corporation Law of Delaware (the "Delaware Law") and (ii) require the Registrant
to indemnify its directors and officers to the fullest extent permitted by
Section 145 of the Delaware Law, including circumstances in which
indemnification is otherwise discretionary. Pursuant to Section 145 of the
Delaware Law, a corporation generally has the power to indemnify its present and
former directors, officers, employees and agents against expenses incurred by
them in connection with any suit to which they are, or are threatened to be
made, a party by reason of their serving in such positions so long as they acted
in good faith and in a manner they reasonably believed to be in, or not opposed
to, the best interests of a corporation, and, with respect to any criminal
action, they had no reasonably cause to believe their conduct was unlawful. The
Registrant believes that these provisions are necessary to attract and retain
qualified persons as directors and officers. These provisions do not eliminate
liability for breach of a director's duty of loyalty to the Registrant or its
stockholders, for acts or omissions not in good faith or involving intentional
misconduct or knowing violations of law, for any transaction from which the
director derived an improper personal benefit or for any willful or negligent
payment of any unlawful dividend or any unlawful stock purchase agreement or
redemption.

         The Registrant has entered into agreements with its directors and
executive officers that which provide for indemnification under certain
circumstances for acts and omissions which may not be covered by any directors'
and officers' liability insurance. The Registrant has purchased an insurance
policy covering the officers and directors of the Registrant with respect to
certain liabilities arising under the Securities Act or otherwise.



                       EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.



                                       1.
<PAGE>   4

                                    EXHIBITS


<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- --------
<S>               <C>

   5.1   Opinion of Cooley Godward LLP.

  23.1   Consent of Ernst & Young LLP, Independent Auditors.

  23.2   Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.

  24.1   Power of Attorney is contained on the signature pages.

  99.1   1997 Equity Incentive Plan, as amended (the "1997 Plan")

  99.2   Form of Stock Option Agreement used in connection with the 1997 Plan.

  99.3   1998 Non-Officer Equity Incentive Plan (the "1998 Plan")

  99.4   Form of Incentive Stock Option Agreement under the 1998 Plan

  99.5   Form of Nonstatutory Stock Option Agreement under the 1998 Plan

</TABLE>

                                  UNDERTAKINGS

1.       The undersigned registrant hereby undertakes:

         (a) 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 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) (Section 230.424(b) of this
chapter) if, in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement.

                  (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)(i) and (a)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the issuer pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference herein.

         (b) 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 herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.



                                       2.
<PAGE>   5

         (c) 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.

2.       The undersigned registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         registrant's annual report pursuant to Section 13(a) or Section 15(d)
         of the Exchange Act (and, where applicable, each filing of an employee
         benefit plan's annual report pursuant to 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.

3.       Insofar as indemnification for liabilities arising under the Securities
         Act may be permitted to directors, officers and controlling persons of
         the registrant pursuant to the foregoing provisions, or otherwise, the
         registrant has been advised that in the opinion of the Securities and
         Exchange 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 registrant of expenses incurred or paid
         by a director, officer or controlling person of the registrant 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 registrant 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.



                                       3.
<PAGE>   6

                                   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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Hayward, State of California, on July 30, 1999.

                                          RIBOGENE, INC.


                                           By: /s/ Charles J. Casamento
                                              --------------------------------
                                              Charles J. Casamento
                                              President, Chief Executive Officer
                                              and Chairman


                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Charles J. Casamento and Timothy E.
Morris, and each or any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, 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
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitutes or substitute, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE                          TITLE                                   DATE
<S>                                <C>                                     <C>
/s/ Charles J. Casamento           President, Chief Executive Officer      July 30, 1999
- --------------------------         and Chairman (Principal Executive
Charles J. Casamento               Officer)


/s/ Timothy E. Morris              Vice President, Finance &               July 30, 1999
- --------------------------         Administration and Chief Financial
Timothy E. Morris                  Officer (Principal Financial and
                                   Accounting Officer)


/s/ Digby W. Barrios               Director                                July 30, 1999
- --------------------------
Digby W. Barrios


/s/ Frank J. Sasinowski            Director                                July 30, 1999
- --------------------------
Frank J. Sasinowski


/s/ Jon S. Saxe                    Director                                July 30, 1999
- --------------------------
Jon S. Saxe


/s/ Roger Stoll                    Director                                July 30, 1999
- --------------------------
Roger Stoll
</TABLE>


                                       4.
<PAGE>   7

                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- --------
<S>      <C>

   5.1   Opinion of Cooley Godward LLP.

  23.1   Consent of Ernst & Young LLP, Independent Auditors.

  23.2   Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement.

  24.1   Power of Attorney is contained on the signature pages.

  99.1   1997 Equity Incentive Plan, as amended (the "1997 Plan")

  99.2   Form of Stock Option Agreement used in connection with the 1997 Plan.

  99.3   1998 Non-Officer Equity Incentive Plan (the "1998 Plan")

  99.4   Form of Incentive Stock Option Agreement under the 1998 Plan

  99.5   Form of Nonstatutory Stock Option Agreement under the 1998 Plan

</TABLE>

                                       5.

<PAGE>   1
                            Cooley Godward letterhead

July 30, 1999


RiboGene, Inc.
26118 Research Road
Hayward, CA  94545


Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection
with the filing by RiboGene, Inc. (the "Company") of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and Exchange
Commission covering the offering of up to 1,300,000 shares of the Company's
Common Stock, par value $.001, (the "Shares") pursuant to its 1997 Equity
Incentive Plan, as amended and its 1998 Non-Officer Equity Incentive Plan
(together, the "Plans").

In connection with this opinion, we have examined the Registration Statement and
related Prospectus, your Certificate of Incorporation and By-laws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.

On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plans, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable (except as to shares issued pursuant to certain deferred
payment arrangements, which will be fully paid and nonassessable when such
deferred payments are made in full).

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

Very truly yours,

COOLEY GODWARD LLP


By: /s/ Robert J. Brigham
   ---------------------------

<PAGE>   1

                                                                    Exhibit 23.1

              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) of RiboGene, Inc. pertaining to the 1998 Non-Officer Equity Incentive Plan
and the 1997 Equity Incentive Plan of our report dated February 12, 1999, with
respect to the financial statements of RiboGene, Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1998, filed with the
Securities and Exchange Commission.

                                              ERNST & YOUNG LLP
Palo Alto, California
July 29, 1999

<PAGE>   1
                                 RIBOGENE, INC.

                           1997 EQUITY INCENTIVE PLAN

               ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 8, 1998
                       APPROVED BY STOCKHOLDERS APRIL 1998
              AS AMENDED BY THE BOARD OF DIRECTORS ON JUNE 4, 1998
            AS AMENDED BY THE BOARD OF DIRECTORS ON JANUARY 26, 1999
                    APPROVED BY STOCKHOLDERS ON MAY 17, 1999


1.       PURPOSES.

         (a) The purpose of the 1997 Equity Incentive Plan (the "Plan") is to
provide a means by which selected Employees and Directors of and Consultants to
the Company and its Affiliates may be given an opportunity to benefit from
increases in value of the common stock of the Company ("Common Stock") through
the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options,
(iii) stock bonuses and (iv) rights to purchase restricted stock, all as defined
below.

         (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees, Directors or Consultants, to secure and retain
the services of new Employees, Directors and Consultants, and to provide
incentives for such persons to exert maximum efforts for the success of the
Company and its Affiliates.

         (c) The Company intends that the Stock Awards issued under the Plan
shall, in the discretion of the Board or any Committee to which responsibility
for administration of the Plan has been delegated pursuant to subsection 3(c),
be either (i) Options granted pursuant to Section 6 hereof, including Incentive
Stock Options and Nonstatutory Stock Options, or (ii) stock bonuses or rights to
purchase restricted stock granted pursuant to Section 7 hereof. All Options
shall be separately designated Incentive Stock Options or Nonstatutory Stock
Options at the time of grant, and a separate certificate or certificates will be
issued for shares purchased on exercise of each type of Option.

2.       DEFINITIONS.

         (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "CAUSE" means willful conduct that is materially injurious to the
Company (or any Affiliate) or any successor thereto, whether financial or
otherwise.

         (d) "CODE" means the Internal Revenue Code of 1986, as amended.

         (e) "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.


<PAGE>   2

         (f) "COMPANY" means RiboGene, Inc., a Delaware corporation.

         (g) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
who are paid only a director's fee by the Company or who are not compensated by
the Company for their services as Directors.

         (h) "CONTINUOUS SERVICE" means a person's continuous service for the
Company or an Affiliate of the Company, whether as an Employee, Director or
Consultant, is not interrupted or terminated. The Board, in its sole discretion,
may determine whether Continuous Service shall be considered interrupted in the
case of: (i) any leave of absence approved by the Board, including sick leave,
military leave, or any other personal leave; or (ii) transfers between locations
of the Company or between the Company, its Affiliates or their successors.

         (i) "DIRECTOR" means a member of the Board.

         (j) "EMPLOYEE" means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient to
constitute "employment" by the Company.

         (k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (l) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock of the Company determined as follows:

                  (1) If the Common Stock is listed on any established stock
exchange, or traded on the Nasdaq National Market or The Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or market (or the exchange or market with the greatest volume
of trading in Common Stock) on the day of determination (the last market trading
day prior to the day of determination if the day of determination is not a
market trading day), as reported in The Wall Street Journal or such other source
as the Board deems reliable;

                  (2) In the absence of such markets for the Common Stock, the
Fair Market Value shall be determined in good faith by the Board.

         (m) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

         (n) "LISTING DATE" means the first date upon which any security of the
Company is listed (or approved for listing) upon notice of issuance on any
securities exchange, or designated (or approved for designation) upon notice of
issuance as a national market security on an interdealer quotation system if
such securities exchange or interdealer quotation system has been certified in
accordance with the provisions of Section 25100(o) of the California Corporate
Securities Law of 1968.



                                       2
<PAGE>   3

         (o) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a
current Employee or Officer of the Company or its parent or subsidiary, does not
receive compensation (directly or indirectly) from the Company or its parent or
subsidiary for services rendered as a consultant or in any capacity other than
as a Director (except for an amount as to which disclosure would not be required
under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act
of 1933 ("Regulation S-K"), does not possess an interest in any other
transaction as to which disclosure would be required under Item 404(a) of
Regulation S-K, and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule 16b-3.

         (p) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an Incentive Stock Option.

         (q) "OFFICER" means a person who is an officer of the Company within
the meaning of Section 16 of the Exchange Act and the rules and regulations
promulgated thereunder.

         (r) "OPTION" means a stock option granted pursuant to the Plan.

         (s) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionee evidencing the terms and conditions of an individual Option
grant. Each Option Agreement shall be subject to the terms and conditions of the
Plan.

         (t) "OPTIONEE" means a person to whom an Option is granted pursuant to
the Plan.

         (u) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the meaning of
Treasury regulations promulgated under Section 162(m) of the Code), is not a
former employee of the Company or an "affiliated corporation" receiving
compensation for prior services (other than benefits under a tax qualified
pension plan), was not an officer of the Company or an "affiliated corporation"
at any time, and is not currently receiving direct or indirect remuneration from
the Company or an "affiliated corporation" for services in any capacity other
than as a Director, or (ii) is otherwise considered an "outside director" for
purposes of Section 162(m) of the Code.

         (v) "PLAN" means this 1997 Equity Incentive Plan.

         (w) "RULE 16b-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.

         (x) "STOCK AWARD" means any right granted under the Plan, including any
Option, any stock bonus, and any right to purchase restricted stock.

         (y) "STOCK AWARD AGREEMENT" means a written agreement between the
Company and a holder of a Stock Award evidencing the terms and conditions of an
individual Stock Award grant. Each Stock Award Agreement shall be subject to the
terms and conditions of the Plan.

3.       ADMINISTRATION.

                                       3
<PAGE>   4

         (a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(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 each Stock
Award shall be granted; whether a Stock Award will be an Incentive Stock Option,
a Nonstatutory 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 receive stock pursuant to a Stock Award; and the number of
shares with respect to which a Stock Award 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 Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

                  (3) To amend the Plan or a Stock Award as provided in Section
13.

                  (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 which are not in conflict with the provisions of the Plan.

         (c) The Board may delegate administration of the Plan to a committee or
committees ("Committee") of two or more members of the Board. In the discretion
of the Board, a Committee may consist solely of two (2) or more Outside
Directors, in accordance with Code Section 162(m), or solely of two (2) or more
Non-Employee Directors, in accordance with Rule 16b-3. 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 (and
references in this Plan to the Board shall thereafter be to the Committee),
subject, however, to such resolutions, not inconsistent with the provisions of
the Plan, as may be adopted from time to time by the Board. The Board may
abolish the Committee at any time and revest in the Board the administration of
the Plan.

4.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the provisions of Section 11 relating to adjustments
upon changes in stock, the stock that may be issued pursuant to Stock Awards
shall not exceed in the aggregate one million five hundred thousand shares
(1,500,000) shares of Common Stock. If any Stock Award shall for any reason
expire or otherwise terminate, in whole or in part, without having been
exercised in full, the stock not acquired under such Stock Award shall revert to
and again become available for issuance under the Plan.



                                       4
<PAGE>   5

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



5.       ELIGIBILITY.

         (a) Incentive Stock Options may be granted only to Employees. Stock
Awards other than Incentive Stock Options may be granted only to Employees,
Directors or Consultants.

         (b) No person shall be eligible for the grant of an Incentive Stock
Option 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 Option is at least one
hundred ten percent (110%) of the Fair Market Value of such stock at the date of
grant and the Option is not exercisable after the expiration of five (5) years
from the date of grant.

         (c) Subject to the provisions of Section 11 relating to adjustments
upon changes in stock, no person shall be eligible to be granted Stock Awards
covering more than three hundred thousand (300,000) shares of Common Stock in
any calendar year.

6.       OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board 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 Agreement or
otherwise) the substance of each of the following provisions:

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

         (b) PRICE. The exercise price of each Incentive Stock Option shall be
not less than one hundred percent (100%) of the Fair Market Value of the stock
subject to the Option on the date the Option is granted, and the exercise price
of each Nonstatutory Stock Option shall be not less than eighty-five percent
(85%) of the Fair Market Value of the stock subject to the Option on the date
the Option is granted. Notwithstanding the foregoing, an Option may be granted
with an exercise price lower than that set forth in the preceding sentence if
such Option is granted pursuant to an assumption or substitution for another
option in a manner satisfying the provisions of Section 424(a) of the Code.

         (c) CONSIDERATION. The purchase price of 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 Committee, at the time of the grant of the
Option, (A) by delivery to the Company of other Common Stock of the Company, (B)
according to a deferred payment or other arrangement (which may include, without
limiting the generality of the foregoing, the use of other Common Stock of the
Company) with the person to whom the Option is granted or to whom the Option is
transferred pursuant to subsection 6(d),



                                       5
<PAGE>   6

or (C) in any other form of legal consideration that may be acceptable to the
Board. In the case of any deferred payment arrangement, interest shall be
payable at least annually and shall be charged at 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. In addition, the "par value" of stock acquired
under an Option may not be paid pursuant to a deferred compensation arrangement.

         (d) TRANSFERABILITY. An Incentive Stock Option shall not be
transferable except by will or by the laws of descent and distribution, and
shall be exercisable during the lifetime of the person to whom the Incentive
Stock Option is granted only by such person. A Nonstatutory Stock Option may be
transferred to the extent provided in the Option Agreement; provided that if the
Option Agreement does not expressly permit transfer, then such Nonstatutory
Stock Option shall not be transferable except by will, by the laws of descent
and distribution or pursuant to a domestic relations order satisfying the
requirements of Rule 16b-3, and shall be exercisable during the lifetime of the
person to whom the Option is granted only by such person or any transferee
pursuant to a domestic relations order. Notwithstanding the foregoing, the
person to whom the Option is granted may, by delivering written notice to the
Company, in a form satisfactory to the Company, designate a third party who, in
the event of the death of the Optionee, shall thereafter be entitled to exercise
the Option.

         (e) VESTING. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that 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 became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.

         (f) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionee's
Continuous Service terminates (other than upon the Optionee's death or
disability) and subject to the provisions of Section 11, the Optionee may
exercise his or her Option within such period of time designated by the Board,
which shall in no event be later than the expiration of the term of the Option
as set forth in the Option Agreement (the "Post-Termination Exercise Period")
and only to the extent that the Optionee was entitled to exercise the Option on
the date Optionee's Continuous Service terminates. The Board may at any time,
with the consent of the Optionee, extend the Post-Termination Exercise Period
and provide for continued vesting; provided however, that any extension of such
period by the Board in excess of three (3) months from the date of termination
shall cause an Incentive Stock Option so extended to become a Nonstatutory Stock
Option, effective as of the date of Board action. If, at the date of
termination, the Optionee is not entitled to exercise his or her entire Option,
the shares covered by the unexercisable portion of the Option shall revert to
the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified in the Option Agreement or as otherwise
determined above, the Option shall terminate, and the shares covered by such
Option shall revert


                                       6
<PAGE>   7

to the Plan. Notwithstanding the foregoing, the Board shall have the power to
permit an Option to continue to vest during the Post-Termination Exercise
Period.

         (g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous
Service terminates as a result of the Optionee's disability, the Optionee may
exercise his or her Option (to the extent that the Optionee was entitled to
exercise it at the date of termination), but only within such period of time
ending on the earlier of (i) the date twelve (12) months following such
termination (or such longer or shorter period specified in the Option
Agreement), or (ii) the expiration of the term of the Option as set forth in the
Option Agreement. If, at the date of termination, the Optionee is not entitled
to exercise his or her entire Option, the shares covered by the unexercisable
portion of the Option shall revert to and again become available for issuance
under the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
shares covered by such Option shall revert to and again become available for
issuance under the Plan.

         (h) DEATH OF OPTIONEE. In the event of the death of an Optionee during,
or within a three (3)-month period after the termination of, the Optionee's
Continuous Service, the Option may be exercised to the extent vested by the
Optionee's estate, by a person who acquired the right to exercise the Option by
bequest or inheritance or by a person designated to exercise the option upon the
Optionee's death pursuant to subsection 6(d), but only within the period ending
on the earlier of (i) the date eighteen (18) months following the date of death
(or such longer or shorter period specified in the Option Agreement), or (ii)
the expiration of the term of such Option as set forth in the Option Agreement.
If, at the time of death, the Optionee was not entitled to exercise his or her
entire Option, the shares covered by the unexercisable portion of the Option
shall revert to and again become available for issuance under the Plan. If,
after death, the Option is not exercised within the time specified herein, the
Option shall terminate, and the shares covered by such Option shall revert to
and again become available for issuance under the Plan.

         (i) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionee may elect at any time while an Employee, Director or
Consultant to exercise the Option as to any part or all of the shares subject to
the Option prior to the full vesting of the Option. Any unvested shares so
purchased may be subject to a repurchase right in favor of the Company or to any
other restriction the Board determines to be appropriate.

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 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) PURCHASE PRICE. The purchase price under each restricted stock
purchase agreement shall be such amount as the Board or Committee shall
determine and designate in



                                       7
<PAGE>   8

such agreement, but in no event shall the purchase price be less than
eighty-five percent (85%) of the stock's Fair Market Value on the date such
award is made. Notwithstanding the foregoing, the Board or 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 for its benefit.

         (b) TRANSFERABILITY. No rights under a stock bonus or restricted stock
purchase agreement shall be transferable except by will or the laws of descent
and distribution or, if the agreement so provides, pursuant to a domestic
relations order satisfying the requirements of Rule 16b-3, so long as stock
awarded under such agreement remains subject to any restrictions pursuant to the
agreement.

         (c) CONSIDERATION. 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 Committee, according to a
deferred payment or other arrangement with the person to whom the stock is sold;
or (iii) in any other form of legal consideration that may be acceptable to the
Board or Committee in its discretion. Notwithstanding the foregoing, the Board
or Committee to which administration of the Plan has been delegated may award
stock pursuant to a stock bonus agreement in consideration for past services
actually rendered to the Company or for its benefit.

         (d) VESTING. Shares of 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 Committee.

         (e) TERMINATION OF CONTINUOUS SERVICE. In the event a Participant's
Continuous Service terminates, the Company may repurchase or otherwise reacquire
any or all of the shares of 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, subject to the
provisions of Section 11.

8.       COVENANTS OF THE COMPANY.

         (a) During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of stock required to satisfy such
Stock Awards.

         (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 under Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
of 1933, as amended (the "Securities Act") either the Plan, any Stock Award or
any 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 which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Stock Awards unless and until such authority is obtained.



                                       8
<PAGE>   9

9.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Stock Awards shall
constitute general funds of the Company.



10.      MISCELLANEOUS.

         (a) The Board shall have the power to accelerate the time at which a
Stock Award may first 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 at which it may first be exercised or the time during which it
will vest.

         (b) Neither an Employee, Director nor a Consultant nor any person to
whom a Stock Award is transferred in accordance with 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 Stock Award unless and until such person has satisfied
all requirements for exercise of the Stock Award pursuant to its terms.

         (c) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any Employee, Consultant or other
holder of Stock Awards any right to continue in the employ of the Company or any
its Affiliates, or to continue serving as a Consultant and Director, or shall
affect the right of the Company or any of its Affiliates to terminate the
employment of any Employee with or without notice and with or without cause, the
right to terminate the relationship of any Consultant pursuant to the terms of
such Consultant's agreement with the Company or any of its Affiliates or service
as a Director pursuant to the Company's By-Laws.

         (d) To the extent that the aggregate Fair Market Value (determined at
the time of grant) of stock with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds one hundred thousand dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.

         (e) The Company may require any person to whom a Stock Award is
granted, or any person to whom a Stock Award is transferred in accordance with
the Plan, as a condition of exercising or acquiring stock under any Stock Award,
(1) 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 reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (2) to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Stock Award for such person's own account and
not with any present intention of selling or otherwise distributing the stock.
The foregoing requirements, and any assurances given pursuant to such
requirements, shall be inoperative if


                                       9
<PAGE>   10

(i) the issuance of the shares upon the exercise or acquisition of stock under
the Stock Award has been registered under a then currently effective
registration statement under the Securities Act, or (ii) 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 laws. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws,
including, but not limited to, legends restricting the transfer of the stock.

         (f) To the extent provided by the terms of a Stock Award Agreement, the
person to whom a Stock Award is granted may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of stock
under a Stock Award by any of the following means or by a combination of such
means: (1) tendering a cash payment; (2) authorizing the Company to withhold
shares from the shares of the Common Stock otherwise issuable to the participant
as a result of the exercise or acquisition of stock under the Stock Award; or
(3) delivering to the Company owned and unencumbered shares of the Common Stock
of the Company.

11.      CHANGE IN CONTROL.

         (a) In the event of a Change in Control, (i) any surviving or acquiring
corporation shall assume Stock Awards outstanding under the Plan or shall
substitute similar Stock Awards for those outstanding under the Plan, or (ii) in
the event any surviving or acquiring corporation refuses to assume such Stock
Awards or to substitute similar Stock Awards for those outstanding under the
Plan, (A) with respect to Stock Awards held by persons then performing services
as Employees, Directors or Consultants, the vesting of such Stock Awards
(including the lapse of any repurchase right held by the Company with respect to
shares acquired by such persons under a Stock Award) and the time during which
such Stock Awards may be exercised shall be accelerated prior to such event, and
the Stock Awards terminated if not exercised after such acceleration and at or
prior to such event, and (B) with respect to any other Stock Awards outstanding
under the Plan, such Stock Awards shall be terminated if not exercised prior to
such event.

         (b) With respect to any person who was providing services as an
Employee, Director or Consultant immediately prior to the consummation of a
Change in Control, any assumed Stock Awards or substitute stock awards held by
such persons shall immediately become fully vested and exercisable for the
longer of twelve (12) months following such full vesting or the expiration of
any applicable underwriters' lock-up agreements and thereafter shall terminate,
but such period shall not be longer than the term of the Option; and any
repurchase right held by the acquiring or surviving corporation with respect to
shares acquired by such persons under a Stock Award shall lapse, if such
person's Continuous Service is terminated by the surviving or acquiring
corporation other than for Cause, death or disability within the thirteen (13)
months following a Change in Control.

         (c) With respect to any person whose Continuous Service is terminated
by the Company, other than for Cause, death or disability, within the sixty (60)
days prior to a Change in Control, any Stock Awards held by such persons shall
immediately become fully vested and


                                       10
<PAGE>   11

exercisable for the longer of twelve (12) months following such full vesting or
the expiration of any applicable underwriters' lock-up agreements and thereafter
shall terminate, but such period shall not be longer than the term of the
Option; and any repurchase right held by the Company with respect to shares
acquired by such persons under a Stock Award shall lapse.

         (d) With respect to any persons whose Continuous Service is not
terminated prior to thirteen (13) months after a Change in Control, then any
Stock Awards held by such persons shall immediately become fully vested and
exercisable for the longer of twelve (12) months following such full vesting or
the expiration of any applicable underwriters' lock-up agreements and thereafter
shall terminate, but such period shall not be longer than the term of the
Option; and any repurchase right held by the Company with respect to shares
acquired by such persons under a Stock Award shall lapse.

         (e) For purposes of this Section 11 only, termination of Continuous
Service by the acquiring or surviving corporation following a Change in Control
shall include a termination of Continuous Service by a person upon thirty (30)
days written notice to the acquiring or surviving corporation that is due to any
one of the following actions being taken without such person's express written
consent: (i) material reduction in job responsibilities given the person's
position with the Company and the person's prior responsibilities with the
Company; (ii) any reduction in the person's annual base compensation as in
effect immediately prior to such reduction; (iii) relocation of the person's
workplace to a facility or location more than twenty-five (25) miles from the
person's workplace immediately prior to such relocation; or (iv) any purported
termination by the acquiring or surviving corporation which is not effected for
death, disability, or Cause; or for which the grounds relied upon are not valid.

         (f) Notwithstanding the foregoing, the terms of a Stock Award Agreement
may provide for different terms to govern events described in this Section 11.
In the event the provisions of this Section 11 conflict with an employment
agreement or other agreement relating to the rights of the holder of a Stock
Award, the provisions of this Section 11 and the conflicting agreement shall be
construed to provide the greatest benefit to the holder of the Stock Award.

         (g) For purposes of this Plan, "Change in Control" means: (1) a
dissolution, liquidation, or sale of all or substantially all of the assets of
the Company; (2) a merger or consolidation in which the Company is not the
surviving corporation; (3) a reverse merger in which the Company is the
surviving corporation but the shares of the Company's common shares outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise; or (4) the
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or any Affiliate of the Company) of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least fifty percent
(50%) of the combined voting power entitled to vote in the election of
directors.

12.      ADJUSTMENTS UPON CHANGES IN STOCK.



                                       11
<PAGE>   12

         If any change is made in the stock subject to the Plan, or subject to
any Stock Award, without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, 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 will be appropriately adjusted in the class(es) and maximum
number of shares subject to the Plan and the maximum number of shares subject to
award to any person during any calendar year, and the outstanding Stock Awards
will be appropriately adjusted in the class(es) and number of shares and price
per share of stock subject to such outstanding Stock Awards. Such adjustments
shall be made by the Board or 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 by the Company.")

13.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a) The Board at any time, and from time to time, may amend the Plan.
However, except as provided in Section 11 relating to adjustments upon changes
in stock, no amendment shall be effective unless approved by the stockholders of
the Company to the extent stockholder approval is necessary for the Plan to
satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or
securities exchange listing requirements.

         (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 thereunder regarding the exclusion of performance-based
compensation from the limit on corporate deductibility of compensation paid 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 eligible
Employees, Directors or Consultants with the maximum benefits provided or to be
provided under the provisions of the Code and the regulations promulgated
thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock 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.

         (e) The Board at any time, and from time to time, may amend the terms
of any one or more Stock Award; provided, however, that the rights and
obligations under any Stock Award shall not be impaired by any such amendment
unless (i) the Company requests the consent of the person to whom the Stock
Award was granted and (ii) such person consents in writing.

14.      TERMINATION OR SUSPENSION OF THE PLAN.



                                       12
<PAGE>   13

         (a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate ten (10) years from the date the
Plan is adopted by the Board or approved by the stockholders of the Company,
whichever is earlier. No Stock Awards may be granted under the Plan while the
Plan is suspended or after it is terminated.

         (b) Rights and obligations under any Stock Award 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.

15.      STOCKHOLDER APPROVAL.

         No Stock Awards granted under the Plan shall be exercisable in whole or
part unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve (12) months before or after the
date the Plan is adopted by the Board.



                                       13

<PAGE>   1
                                 RIBOGENE, INC.
                           1997 EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


         Pursuant to the Grant Notice and this Stock Option Agreement, the
Company has granted you an option to purchase the number of shares of the
Company's common stock ("Common Stock") indicated in the Grant Notice at the
exercise price indicated in the Grant Notice. Defined terms not explicitly
defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.

         The details of your option are as follows:

         1. VESTING. Subject to the limitations contained herein, your option
will vest as provided in the Grant Notice, provided that vesting will cease upon
the termination of your Continuous Service.

         2.       METHOD OF PAYMENT.

                  (a) PAYMENT OPTIONS. Payment of the exercise price by cash or
check is due in full upon exercise of all or any part of your option, provided
that you may elect, to the extent permitted by applicable law and the Grant
Notice, to make payment of the exercise price under one of the following
alternatives:

                           (i)      Pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which, prior to the
issuance of Common Stock, results in either the receipt of cash (or check) by
the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds;

                           (ii)     Provided that at the time of exercise the
Company's Common Stock is publicly traded and quoted regularly in The Wall
Street Journal, by delivery of already-owned shares of Common Stock, held for
the period required to avoid a charge to the Company's reported earnings, and
owned free and clear of any liens, claims, encumbrances or security interests,
which Common Stock shall be valued at its fair market value on the date of
exercise; or

                           (iii)    Payment by a combination of the above
methods.

         3. WHOLE SHARES. Your option may only be exercised for whole shares.

         4. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, your option may not be exercised unless the shares issuable
upon exercise of your option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.




<PAGE>   2

         5. TERM. The term of your option commences on the Date of Grant and
expires upon the earliest of:

                           (i)      the Expiration Date indicated in the Grant
Notice;

                           (ii)     the tenth (10th) anniversary of the Date of
Grant;

                           (iii)    eighteen (18) months after your death, if
you die during, or within three (3) months after the termination of your
Continuous Service;

                           (iv)     twelve (12) months after the termination of
your Continuous Service due to disability;

                           (v)      the termination of your Continuous Service
for Cause; or

                           (vi)     three (3) months after the termination of
your Continuous Service for any other reason, provided that if during any part
of such three (3)-month period the option is not exercisable solely because of
the condition set forth in paragraph 4 (Securities Law Compliance), in which
event the option shall not expire until the earlier of the Expiration Date or
until it shall have been exercisable for an aggregate period of three (3) months
after the termination of Continuous Service.

                  For these purposes, "Cause" shall mean willful conduct that is
materially injurious to the Company (or any Affiliate) or any successor thereto,
whether financial or otherwise.

                  To obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on the
grant date of the option and ending on the day three (3) months before the date
of the option's exercise, you must be an employee of the Company, except in the
event of your death or permanent and total disability. The Company cannot
guarantee that your option will be treated as an "incentive stock option" if you
exercise your option more than three (3) months after the date your employment
with the Company terminates.

         6.       EXERCISE.

                  (a) You may exercise the vested portion of your option during
its term (and the unvested portion of your option if the Grant Notice so
permits) by delivering a Notice of Exercise (in the form attached to your Grant
Notice or other form designated by the Company) together with the exercise price
to the Secretary of the Company, or to such other person as the Company may
designate, during regular business hours, together with such additional
documents as the Company may then require.

                  (b) By exercising your option you agree that:

                           (i)      as a condition to any exercise of your
option, the Company may require you to enter an arrangement providing for the
payment by you to the Company of any tax withholding obligation of the Company
arising by reason of (1) the exercise of your


                                       2
<PAGE>   3

option; (2) the lapse of any substantial risk of forfeiture to which the shares
are subject at the time of exercise; or (3) the disposition of shares acquired
upon such exercise;

                           (ii)     you will notify the Company in writing
within fifteen (15) days after the date of any disposition of any of the shares
of the Common Stock issued upon exercise of an incentive stock option that
occurs within two (2) years after the Date of Grant or within one (1) year after
such shares of Common Stock are transferred upon exercise of your option; and

                           (iii)    the Company (or a representative of the
underwriters) may, in connection with the first underwritten registration of the
offering of any securities of the Company under the Act, require that you not
sell or otherwise transfer or dispose of any shares of Common Stock or other
securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date of the registration statement of the
Company filed under the Securities Act as may be requested by the Company or the
representative of the underwriters. You further agree that the Company may
impose stop-transfer instructions with respect to securities subject to the
foregoing restrictions until the end of such period.

         7. TRANSFERABILITY. Your option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your
option.

         8. OPTION NOT A SERVICE CONTRACT. Your option is not an employment
contract and nothing in your option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue your employment with the Company. In addition,
nothing in your option shall obligate the Company, its shareholders, Board of
Directors, officers or employees to continue any relationship which you might
have as a Director or Consultant for the Company.

         9. NOTICES. Any notices provided for in your option or the Plan shall
be given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

         10. GOVERNING PLAN DOCUMENT. Your option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
option, including without limitation the provisions of the Plan relating to
option provisions, and is further subject to all interpretations, amendments,
rules and regulations which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of
your option and those of the Plan, the provisions of the Plan shall control.


                                       3

<PAGE>   1
                                 RIBOGENE, INC.

                     1998 NON-OFFICER EQUITY INCENTIVE PLAN

                    AS ADOPTED EFFECTIVE ON DECEMBER 3, 1998
                        STOCKHOLDER APPROVAL NOT REQUIRED


1.       PURPOSES.

         (a) The purpose of the 1998 Non-Officer Equity Incentive Plan (the
"Plan") is to provide a means by which selected Employees and Consultants who
are not Officers or Directors may be given an opportunity to benefit from
increases in value of the common stock of the Company ("Common Stock") through
the granting of (i) Nonstatutory Stock Options, (ii) stock bonuses and (iii)
rights to purchase restricted stock, all as described below.

         (b) The Company, by means of the Plan, seeks to retain the services of
persons who are now Employees or Consultants and who are not Officers or
Directors, to secure and retain the services of new Employees and Consultants,
and to provide incentives for such persons to exert maximum efforts for the
success of the Company and its Affiliates.

         (c) The Company intends that the Stock Awards issued under the Plan
shall, in the discretion of the Board or any Committee to which responsibility
for administration of the Plan has been delegated pursuant to subsection 3(c),
be either (i) Nonstatutory Stock Options granted pursuant to Section 6 hereof,
or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to
Section 7 hereof.

2.       DEFINITIONS.

         (a) "AFFILIATE" means any parent corporation or subsidiary corporation,
whether now or hereafter existing, as those terms are defined in Sections 424(e)
and (f) respectively, of the Code.

         (b) "BOARD" means the Board of Directors of the Company.

         (c) "CAUSE" means willful conduct that is materially injurious to the
Company (or any Affiliate) or any successor thereto, whether financial or
otherwise.

         (d) "CODE" means the Internal Revenue Code of 1986, as amended.

         (e) "COMMITTEE" means a Committee appointed by the Board in accordance
with subsection 3(c) of the Plan.

         (f) "COMPANY" means RiboGene, Inc., a Delaware corporation.

         (g) "CONSULTANT" means any person, including an advisor, engaged by the
Company or an Affiliate to render consulting services and who is compensated for
such services, provided that the term "Consultant" shall not include Directors
or Officers.



                                       1.
<PAGE>   2

         (h) "CONTINUOUS SERVICE" means a person's continuous service for the
Company or an Affiliate of the Company, whether as an Employee or Consultant, is
not interrupted or terminated. The Board, in its sole discretion, may determine
whether Continuous Service shall be considered interrupted in the case of: (i)
any leave of absence approved by the Board, including sick leave, military
leave, or any other personal leave; or (ii) transfers between locations of the
Company or between the Company, its Affiliates or their successors.

         (i) "DIRECTOR" means a member of the Board.

         (j) "DISABILITY" means the permanent and total disability of a person
within the meaning of Section 22(e)(3) of the Code.

         (k) "EMPLOYEE" means any person employed by the Company or any
Affiliate of the Company; provided that the term "Employee" shall not include
Directors or Officers.

         (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

         (m) "FAIR MARKET VALUE" means, as of any date, the value of the Common
Stock of the Company determined as follows:

                  (1) If the Common Stock is listed on any established stock
exchange, or traded on the Nasdaq National Market or The Nasdaq SmallCap Market,
the Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as quoted
on such exchange or market (or the exchange or market with the greatest volume
of trading in Common Stock) on the day of determination (the last market trading
day prior to the day of determination if the day of determination is not a
market trading day), as reported in The Wall Street Journal or such other source
as the Board deems reliable;

                  (2) In the absence of such markets for the Common Stock, the
Fair Market Value shall be determined in good faith by the Board.

         (n) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code and
the regulations promulgated thereunder.

         (o) "OFFICER" means a person who is either a corporate officer of the
Company or an officer of the Company within the meaning of Section 16 of the
Exchange Act and the rules and regulations promulgated thereunder and any other
Employee of the Company whom the Board or the Committee classifies as an
"Officer" in its sole discretion.

         (p) "OPTION" means a Nonstatutory Stock Option granted pursuant to the
Plan.

         (q) "OPTION AGREEMENT" means a written agreement between the Company
and an Optionholder setting forth the terms and conditions of an individual
Option grant. Each Option Agreement shall be subject to the terms and conditions
of the Plan.

         (r) "OPTIONHOLDER" means a person to whom an Option is granted pursuant
to the Plan.



                                       2.
<PAGE>   3

         (s) "PLAN" means this 1998 Non-Officer Equity Incentive Plan.

         (t) "STOCK AWARD" means any right granted under the Plan, including any
Option, any stock bonus, and any right to purchase restricted stock.

         (u) "STOCK AWARD AGREEMENT" means a written agreement between the
Company and a holder of a Stock Award setting forth the terms and conditions of
an individual Stock Award grant. Each Stock Award Agreement shall be subject to
the terms and conditions of the Plan.

3.       ADMINISTRATION.

         (a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in subsection 3(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 each Stock
Award shall be granted; whether a Stock Award will be a Nonstatutory 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
receive stock pursuant to a Stock Award; and the number of shares with respect
to which a Stock Award 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 Agreement,
in a manner and to the extent it shall deem necessary or expedient to make the
Plan fully effective.

                  (3) To amend the Plan or a Stock Award as provided in Section
13.

                  (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 which are not in conflict with the provisions of the Plan.

         (c) The Board may delegate administration of the Plan to a committee or
committees ("Committee") of two or more members of the Board subject to such
terms and conditions as the Board may prescribe. 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 (and references in
this Plan to the Board shall thereafter be to the Committee), subject, however,
to such resolutions, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board may abolish the Committee at
any time and revest in the Board the administration of the Plan.

                                       3.
<PAGE>   4

4.       SHARES SUBJECT TO THE PLAN.

         (a) Subject to the provisions of Section 11 relating to adjustments
upon changes in stock, the stock that may be issued pursuant to Stock Awards
shall not exceed in the aggregate six hundred thousand shares (600,000) shares
of Common Stock. If any Stock Award shall for any reason expire or otherwise
terminate, in whole or in part, without having been exercised in full, the stock
not acquired under such Stock Award shall revert to and again become available
for issuance under the Plan. In addition, any unvested shares repurchased by the
Company pursuant to a repurchase right in favor of the Company shall revert to
and again become available for issuance under the Plan.

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

5.       ELIGIBILITY.

         Stock Awards may be granted only to Employees or Consultants as defined
in Section 2 hereof. An Employee or Consultant who has been granted a Stock
Award may, if he or she is otherwise eligible, be granted an additional Stock
Award or Stock Awards. Notwithstanding the foregoing, no Employee who is an
Officer of the Company or who is a member of the Board of Directors shall be
entitled to receive the grant of a Stock Award under the Plan.

         The Plan shall not confer upon any Optionholder any right with respect
to continuation of employment or consultancy by the Company, nor shall it
interfere in any way with the Optionholder's right or the Company's right to
terminate the Optionholder's employment at any time or the Optionholder's
consultancy pursuant to the terms of the Consultant's agreement with the
Company.

6.       OPTION PROVISIONS.

         Each Option shall be in such form and shall contain such terms and
conditions as the Board 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 Agreement or
otherwise) the substance of each of the following provisions:

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

         (b) PRICE. The exercise price of each Option shall be not less than
fifty percent (50%) of the Fair Market Value of the stock subject to the Option
on the date the Option is granted.

         (c) CONSIDERATION. The purchase price of 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 Committee, at the time of the grant of the Option
or at such later time prior to the time the Option is exercised, (A) by delivery
to the Company of other Common Stock of the Company, (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 subsection 6(d), or (C) in any other
form of legal consideration that may



                                       4.
<PAGE>   5

be acceptable to the Board. In the case of any deferred payment arrangement,
interest shall be compounded at least annually and shall be charged at 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. In addition, the "par value"
of stock acquired under an Option may not be paid pursuant to a deferred
compensation arrangement.

         (d) TRANSFERABILITY. Except as otherwise expressly provided in the
terms of the Option Agreement, the Option may not be sold, pledged, assigned,
hypothecated, transferred, or disposed of in any manner other than by will or by
the laws of descent or distribution and may be exercised, during the lifetime of
the Optionholder, only by the Optionholder. Notwithstanding the foregoing, the
Optionholder may, by delivering written notice to the Company, in a form
satisfactory to the Company, designate a third party who, in the event of the
death of the Optionholder, shall thereafter be entitled to exercise the Option.

         (e) VESTING. The total number of shares of stock subject to an Option
may, but need not, be allotted in periodic installments (which may, but need
not, be equal). The Option Agreement may provide that 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 became vested but was not fully
exercised. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or
other criteria) as the Board may deem appropriate. The provisions of this
subsection 6(e) are subject to any Option provisions governing the minimum
number of shares as to which an Option may be exercised.

         (f) TERMINATION OF CONTINUOUS SERVICE. In the event an Optionholder's
Continuous Service terminates for any reason other than death or Disability, and
subject to the provisions of Section 11, the Optionholder may exercise his or
her Option within such period of time designated by the Board, which shall in no
event be later than the expiration of the term of the Option as set forth in the
Option Agreement (the "Post-Termination Exercise Period") and only to the extent
that the Optionholder was entitled to exercise the Option on the date
Optionholder's Continuous Service terminates. The Board may at any time, with
the consent of the Optionholder, extend the Post-Termination Exercise Period and
provide for continued vesting. If, at the date of termination, the Optionholder
is not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to the Plan. If, after
termination, the Optionholder does not exercise his or her Option within the
time specified in the Option Agreement or as otherwise determined above, the
Option shall terminate, and the shares covered by such Option shall revert to
the Plan.

         (g) DISABILITY OF OPTIONHOLDER. In the event an Optionholder's
Continuous Service terminates as a result of the Optionholder's Disability, the
Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise it at the date of termination), but only within such
period of time ending on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period specified in the
Option Agreement), or (ii) the expiration of the term of the Option as set forth
in the Option Agreement. If, at the date of termination, the Optionholder is not
entitled to exercise his or her entire Option, the


                                       5.
<PAGE>   6

shares covered by the unexercisable portion of the Option shall revert to and
again become available for issuance under the Plan. If, after termination, the
Optionholder does not exercise his or her Option within the time specified
herein, the Option shall terminate, and the shares covered by such Option shall
revert to and again become available for issuance under the Plan.

         (h) DEATH OF OPTIONHOLDER. In the event of the death of an Optionholder
during, or within a three (3)-month period after the termination of, the
Optionholder's Continuous Service, the Option may be exercised to the extent
vested by the Optionholder's estate, by a person who acquired the right to
exercise the Option by bequest or inheritance or by a person designated to
exercise the option upon the Optionholder's death pursuant to subsection 6(d),
but only within the period ending on the earlier of (i) the date eighteen (18)
months following the date of death (or such longer or shorter period specified
in the Option Agreement), or (ii) the expiration of the term of such Option as
set forth in the Option Agreement. If, at the time of death, the Optionholder
was not entitled to exercise his or her entire Option, the shares covered by the
unexercisable portion of the Option shall revert to and again become available
for issuance under the Plan. If, after death, the Option is not exercised within
the time specified herein, the Option shall terminate, and the shares covered by
such Option shall revert to and again become available for issuance under the
Plan.

         (i) EARLY EXERCISE. The Option may, but need not, include a provision
whereby the Optionholder may elect at any time while an Employee or Consultant
to exercise the Option as to any part or all of the shares subject to the Option
prior to the full vesting of the Option. Any unvested shares so purchased may be
subject to a repurchase right in favor of the Company or to any other
restriction the Board determines to be appropriate. Any unvested shares so
repurchased by the Company shall revert to and again become available for
issuance under the Plan.

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 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) PURCHASE PRICE. The purchase price under each restricted stock
purchase agreement shall be such amount as the Board or Committee shall
determine and designate in such agreement, but in no event shall the purchase
price be less than fifty percent (50%) of the stock's Fair Market Value on the
date such award is made. Notwithstanding the foregoing, the Board or 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 for its benefit.

         (b) TRANSFERABILITY. Except as otherwise expressly provided in a stock
bonus or restricted stock purchase agreement, no rights shall be transferable
except by will or the laws of


                                       6.
<PAGE>   7

descent and distribution so long as stock awarded under such agreement remains
subject to any restrictions pursuant to the agreement.

         (c) CONSIDERATION. 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 Committee, according to a
deferred payment or other arrangement with the person to whom the stock is sold;
or (iii) in any other form of legal consideration that may be acceptable to the
Board or Committee in its discretion. Notwithstanding the foregoing, the Board
or Committee to which administration of the Plan has been delegated may award
stock pursuant to a stock bonus agreement in consideration for past services
actually rendered to the Company or for its benefit.

         (d) VESTING. Shares of 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 Committee.
Any unvested shares repurchased by the Company pursuant to such a repurchase
option shall revert to and again become available for issuance under the Plan.

         (e) TERMINATION OF CONTINUOUS SERVICE. In the event an Employee's or
Consultant's Continuous Service terminates, the Company may repurchase or
otherwise reacquire any or all of the shares of 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,
subject to the provisions of Section 11. Any unvested shares so repurchased by
the Company shall revert to and again become available for issuance under the
Plan.

8.       COVENANTS OF THE COMPANY.

         (a) During the terms of the Stock Awards, the Company shall keep
available at all times the number of shares of stock required to satisfy such
Stock Awards.

         (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 under Stock Awards; provided, however, that this
undertaking shall not require the Company to register under the Securities Act
of 1933, as amended (the "Securities Act") either the Plan, any Stock Award or
any 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 which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock upon exercise of
such Stock Awards unless and until such authority is obtained.

9.       USE OF PROCEEDS FROM STOCK.

         Proceeds from the sale of stock pursuant to Stock Awards shall
constitute general funds of the Company.



                                       7.
<PAGE>   8

10.      MISCELLANEOUS.

         (a) The Board shall have the power to accelerate the time at which a
Stock Award may first 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 at which it may first be exercised or the time during which it
will vest.

         (b) Neither an Employee nor a Consultant nor any person to whom a Stock
Award is transferred in accordance with 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 Stock Award unless and until such person has satisfied all
requirements for exercise of the Stock Award pursuant to its terms.

         (c) Nothing in the Plan or any instrument executed or Stock Award
granted pursuant thereto shall confer upon any Employee or Consultant or other
holder of Stock Awards any right to continue in the employ of the Company or any
its Affiliates, or to continue serving as a Consultant, or shall affect the
right of the Company or any of its Affiliates to terminate the employment of any
Employee with or without notice and with or without cause, the right to
terminate the relationship of any Consultant pursuant to the terms of such
Consultant's agreement with the Company or any of its Affiliates.

         (d) The Company may require any person to whom a Stock Award is
granted, or any person to whom a Stock Award is transferred in accordance with
the Plan, as a condition of exercising or acquiring stock under any Stock Award,
(1) 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 reasonably satisfactory to the Company who is
knowledgeable and experienced in financial and business matters, and that he or
she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; (2) to give
written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Stock Award for such person's own account and
not with any present intention of selling or otherwise distributing the stock;
and (3) such other representations reasonably required by the Company in order
to assure compliance with applicable governing law, including but not limited to
applicable securities laws. The foregoing requirements, and any assurances given
pursuant to such requirements, shall be inoperative to the extent determined by
the Company if (i) the issuance of the shares upon the exercise or acquisition
of stock under the Stock Award has been registered under a then currently
effective registration statement under the Securities Act, or (ii) 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 laws. The Company may, upon advice of counsel to the Company, place
legends on stock certificates issued under the Plan as such counsel deems
necessary or appropriate in order to comply with applicable securities laws (and
applicable laws and regulations), including, but not limited to, legends
restricting the transfer of the stock.

         (e) To the extent provided by the terms of a Stock Award Agreement, the
person to whom a Stock Award is granted may satisfy any federal, state or local
tax withholding obligation relating to the exercise or acquisition of stock
under a Stock Award by any of the following means or by a combination of such
means: (1) tendering a cash payment; (2) authorizing the



                                       8.
<PAGE>   9

Company to withhold shares from the shares of the Common Stock otherwise
issuable to the participant as a result of the exercise or acquisition of stock
under the Stock Award; or (3) delivering to the Company owned and unencumbered
shares of the Common Stock of the Company.

11.      CHANGE IN CONTROL.

         (a) In the event of a Change in Control, (i) any surviving or acquiring
corporation shall assume Stock Awards outstanding under the Plan or shall
substitute similar Stock Awards for those outstanding under the Plan, or (ii) in
the event any surviving or acquiring corporation refuses to assume such Stock
Awards or to substitute similar stock awards for those outstanding under the
Plan, (A) with respect to Stock Awards held by persons then performing services
as Employees or Consultants, the vesting of such Stock Awards (including the
lapse of any repurchase right held by the Company with respect to shares
acquired by such person under a Stock Award) and the time during which such
Stock Awards may be exercised shall be accelerated prior to such event, and the
Stock Awards terminated if not exercised, if applicable, after such acceleration
and at or prior to such event, and (B) with respect to any other Stock Awards
outstanding under the Plan, such Stock Awards which are Options shall be
terminated if not exercised prior to such event.

         (b) With respect to any person who was providing services as an
Employee or Consultant immediately prior to the consummation of a Change in
Control, if such person's Continuous Service is terminated by the surviving or
acquiring corporation other than for Cause, death or Disability within the
thirteen (13) months following a Change in Control, any assumed Stock Awards or
substitute stock awards held by such person shall immediately become fully
vested and/or exercisable for the longer of twelve (12) months following such
full vesting or the expiration of any applicable underwriters' lock-up
agreements and thereafter shall terminate, but such period shall not be longer
than the term of the Option; and any repurchase right held by the acquiring or
surviving corporation with respect to shares acquired by such person under a
Stock Award shall lapse.

         (c) With respect to any person whose Continuous Service is terminated
by the Company, other than for Cause, death or Disability, within the sixty (60)
days prior to a Change in Control, any Stock Awards held by such person shall
immediately become fully vested and/or exercisable for the longer of twelve (12)
months following such full vesting or the expiration of any applicable
underwriters' lock-up agreements and thereafter shall terminate, but such period
shall not be longer than the term of the Option, and any repurchase right held
by the Company with respect to shares acquired by such person under a Stock
Award shall lapse.

         (d) With respect to any person whose Continuous Service is not
terminated prior to thirteen (13) months after a Change in Control, then any
Stock Awards held by such person shall immediately become fully vested and/or
exercisable for the longer of twelve (12) months following such full vesting or
the expiration of any applicable underwriters' lock-up agreements and thereafter
shall terminate, but such period shall not be longer than the term of the
Option, and any repurchase right held by the Company with respect to shares
acquired by such person under a Stock Award shall lapse.



                                       9.
<PAGE>   10

         (e) For purposes of this Section 11 only, termination of Continuous
Service by the acquiring or surviving corporation following a Change in Control
shall include a termination of Continuous Service by a person upon thirty (30)
days written notice to the acquiring or surviving corporation that is due to any
one of the following actions being taken without such person's express written
consent: (i) material reduction in job responsibilities given the person's
position with the Company and the person's prior responsibilities with the
Company; (ii) any reduction in the person's annual base compensation as in
effect immediately prior to such reduction; (iii) relocation of the person's
workplace to a facility or location more than twenty-five (25) miles from the
person's workplace immediately prior to such relocation; or (iv) any purported
termination by the acquiring or surviving corporation which is not effected for
death, Disability, or Cause; or for which the grounds relied upon are not valid.

         (f) Notwithstanding the foregoing, the terms of a Stock Award Agreement
may provide for different terms to govern events described in this Section 11.
In the event the provisions of this Section 11 conflict with an employment
agreement or other agreement relating to the rights of the holder of a Stock
Award, the provisions of this Section 11 and the conflicting agreement shall be
construed to provide the greatest benefit to the holder of the Stock Award.

         (g) For purposes of this Plan, "Change in Control" means: (1) a
dissolution, liquidation, or sale of all or substantially all of the assets of
the Company; (2) a merger or consolidation in which the Company is not the
surviving corporation; (3) a reverse merger in which the Company is the
surviving corporation but the shares of the Company's common shares outstanding
immediately preceding the merger are converted by virtue of the merger into
other property, whether in the form of securities, cash or otherwise; or (4) the
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or any Affiliate of the Company) of the beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable
successor rule) of securities of the Company representing at least fifty percent
(50%) of the combined voting power entitled to vote in the election of
directors.

12.      ADJUSTMENTS UPON CHANGES IN STOCK.

         If any change is made in the stock subject to the Plan, or subject to
any Stock Award, without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, 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 will be appropriately adjusted in the class(es) and maximum
number of shares subject to the Plan and the maximum number of shares subject to
award to any person during any calendar year, and the outstanding Stock Awards
will be appropriately adjusted in the class(es) and number of shares and price
per share of stock subject to such outstanding Stock Awards. Such adjustments
shall be made by the Board or 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 by the Company.")



                                      10.
<PAGE>   11

13.      AMENDMENT OF THE PLAN AND STOCK AWARDS.

         (a) The Board at any time, and from time to time, may amend the Plan.

         (b) 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.

         (c) The Board at any time, and from time to time, may amend the terms
of any one or more Stock Award; provided, however, that the rights and
obligations under any Stock Award shall not be impaired by any such amendment
unless (i) the Company requests the consent of the person to whom the Stock
Award was granted and (ii) such person consents in writing.

14.      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.

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


                                      11.

<PAGE>   1
                                 RIBOGENE, INC.
                     1998 NON-OFFICER EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


         Pursuant to the Grant Notice and this Stock Option Agreement, the
Company has granted you an option to purchase the number of shares of the
Company's common stock ("Common Stock") indicated in the Grant Notice at the
exercise price indicated in the Grant Notice. Defined terms not explicitly
defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.

         The details of your option are as follows:

         1. VESTING. Subject to the limitations contained herein, your option
will vest as provided in the Grant Notice, provided that vesting will cease upon
the termination of your Continuous Service.

         2. METHOD OF PAYMENT.

                  (a) PAYMENT OPTIONS. Payment of the exercise price by cash or
check is due in full upon exercise of all or any part of your option, provided
that you may elect, to the extent permitted by applicable law and the Grant
Notice, to make payment of the exercise price under one of the following
alternatives:

                           (i)      Pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board which, prior to the
issuance of Common Stock, results in either the receipt of cash (or check) by
the Company or the receipt of irrevocable instructions to pay the aggregate
exercise price to the Company from the sales proceeds;

                           (ii)     Provided that at the time of exercise the
Company's Common Stock is publicly traded and quoted regularly in The Wall
Street Journal, by delivery of already-owned shares of Common Stock, held for
the period required to avoid a charge to the Company's reported earnings, and
owned free and clear of any liens, claims, encumbrances or security interests,
which Common Stock shall be valued at its fair market value on the date of
exercise; or

                           (iii)    Payment by a combination of the above
methods.

         3. WHOLE SHARES. Your option may only be exercised for whole shares.

         4. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, your option may not be exercised unless the shares issuable
upon exercise of your option are then registered under the Securities Act or, if
such shares are not then so registered, the Company has determined that such
exercise and issuance would be exempt from the registration requirements of the
Securities Act.

         5. TERM. The term of your option commences on the Date of Grant and
expires upon the earliest of:

                                       1.
<PAGE>   2

                           (i)      the Expiration Date indicated in the Grant
Notice;

                           (ii)     the tenth (10th) anniversary of the Date of
Grant;

                           (iii)    eighteen (18) months after your death, if
you die during, or within three (3) months after the termination of, your
Continuous Service;

                           (iv)     twelve (12) months after the termination of
your Continuous Service due to Disability;

                           (v)      the termination of your Continuous Service
                                    for Cause; or

                           (vi)     three (3) months after the termination of
your Continuous Service for any other reason, provided that if during any part
of such three (3)-month period the option is not exercisable solely because of
the condition set forth in paragraph 4 (Securities Law Compliance), in which
event the option shall not expire until the earlier of the Expiration Date or
until it shall have been exercisable for an aggregate period of three (3) months
after the termination of Continuous Service.

                  For these purposes, "Cause" shall mean willful conduct that is
materially injurious to the Company (or any Affiliate) or any successor thereto,
whether financial or otherwise.

                  To obtain the federal income tax advantages associated with an
"incentive stock option," the Code requires that at all times beginning on the
grant date of the option and ending on the day three (3) months before the date
of the option's exercise, you must be an employee of the Company, except in the
event of your death or permanent and total disability. The Company cannot
guarantee that your option will be treated as an "incentive stock option" if you
exercise your option more than three (3) months after the date your employment
with the Company terminates.

         6. EXERCISE.

                  (a) You may exercise the vested portion of your option during
its term (and the unvested portion of your option if the Grant Notice so
permits) by delivering a Notice of Exercise (in the form attached to your Grant
Notice or other form designated by the Company) together with the exercise price
to the Secretary of the Company, or to such other person as the Company may
designate, during regular business hours, together with such additional
documents as the Company may then require.

                  (b) By exercising your option you agree that as a condition to
any exercise of your option, the Company may require you to enter an arrangement
providing for the payment by you to the Company of any tax withholding
obligation of the Company arising by reason of (1) the exercise of your option;
(2) the lapse of any substantial risk of forfeiture to which the shares are
subject at the time of exercise; or (3) the disposition of shares acquired upon
such exercise.

                                       2.
<PAGE>   3
         7. TRANSFERABILITY. Your option is not transferable, except by will or
by the laws of descent and distribution, and is exercisable during your life
only by you. Notwithstanding the foregoing, by delivering written notice to the
Company, in a form satisfactory to the Company, you may designate a third party
who, in the event of your death, shall thereafter be entitled to exercise your
option.

         8. OPTION NOT A SERVICE CONTRACT. Your option is not an employment
contract and nothing in your option shall be deemed to create in any way
whatsoever any obligation on your part to continue in the employ of the Company,
or of the Company to continue your employment with the Company. In addition,
nothing in your option shall obligate the Company, its shareholders, Board of
Directors, officers or employees to continue any relationship which you might
have as a Director or Consultant for the Company.

         9. NOTICES. Any notices provided for in your option or the Plan shall
be given in writing and shall be deemed effectively given upon receipt or, in
the case of notices delivered by the Company to you, five (5) days after deposit
in the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company.

         10. GOVERNING PLAN DOCUMENT. Your option is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your
option, including without limitation the provisions of the Plan relating to
option provisions, and is further subject to all interpretations, amendments,
rules and regulations which may from time to time be promulgated and adopted
pursuant to the Plan. In the event of any conflict between the provisions of
your option and those of the Plan, the provisions of the Plan shall control.


<PAGE>   1
                                 RIBOGENE, INC.
                     1998 NON-OFFICER EQUITY INCENTIVE PLAN

                     NON-STATUTORY STOCK OPTION GRANT NOTICE


RIBOGENE, INC. (the "Company"), pursuant to its 1998 Non-Officer Equity
Incentive Plan (the "Plan"), hereby grants to Optionholder an option to purchase
the number of shares of the Company's common stock set forth below. This option
is a Nonstatutory Stock Option and is subject to all of the terms and conditions
as set forth herein and in Attachments I, II and III, which are incorporated
herein in their entirety.


Optionholder:              _________________________________

Date of Grant:             _________________________________

Vesting Commencement Date: _________________________________

Shares Subject to Option:  _________________________________

Exercise Price Per Share:  _________________________________

Expiration Date:           _________________________________

EXERCISE/VESTING SCHEDULE: 1/8th of the option shares shall vest on the date
                           that is six (6) months following the Vesting
                           Commencement Date, the remaining shares shall vest
                           in 42 equal monthly installments thereafter;
                           provided that the vesting of the option shares may
                           accelerate upon a Change in Control of the Company
                           as described in the Plan.

PAYMENT: Any or a combination of the following: (i) by cash or check, (ii)
pursuant to a Regulation T program, as set forth in the Stock Option Agreement
or (iii) delivering shares of previously-owned common stock, as set forth in the
Stock Option Agreement.

ADDITIONAL TERMS/ACKNOWLEDGEMENTS: The undersigned Optionholder acknowledges
receipt of, and understands and agrees to, this Grant Notice, the Stock Option
Agreement and the Plan. Optionholder further acknowledges that as of the Date of
Grant, this Grant Notice, the Stock Option Agreement and the Plan set forth the
entire understanding between Optionholder and the Company



<PAGE>   2

regarding the acquisition of stock in the Company and supersede all prior oral
and written agreements on that subject with the exception of (i) options
previously granted and delivered to Optionholder under the Plan and other
compensatory stock plans sponsored by the Company, and (ii) the following
agreements only:

         OTHER AGREEMENTS:
                           ------------------------------------------

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



RIBOGENE, INC.                      OPTIONHOLDER:


By:
    -------------------------             -------------------------
                                          Signature


Title:
      -----------------------


Date:                               Date:
      -----------------------             -------------------------



Attachment I:     Stock Option Agreement
Attachment II:    1998 Non-Officer Equity Incentive Plan
Attachment III:   Notice of Exercise



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