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<B><FONT SIZE=2><P ALIGN="RIGHT">As filed with the Securities and Exchange Commission on December 19, 2002</P>
<P ALIGN="RIGHT">Registration No. 333-________</FONT SIZE></P>
<P ALIGN="CENTER">SECURITIES AND EXCHANGE COMMISSION<BR>
</B>Washington, D.C. 20549<B><BR>
<BR>
FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</P>
</B><P ALIGN="CENTER">______________________</P>
<B><P ALIGN="CENTER">TRIPOS, INCORPORATED<BR>
</B>(Exact name of registrant as specified in its charter)</P></FONT>
<P ALIGN="RIGHT"><TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=534>
<TR><TD WIDTH="53%" VALIGN="TOP">
<P ALIGN="CENTER"><B>Utah</B></FONT></TD>
<TD WIDTH="47%" VALIGN="TOP">
<B><P ALIGN="CENTER">43-1454986</B></FONT></TD>
</TR>
<TR><TD WIDTH="53%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">(State or other jurisdiction<BR>
of incorporation or organization)</FONT></TD>
<TD WIDTH="47%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</P>

<B><P ALIGN="CENTER">1699 South Hanley Road, Suite 303, St. Louis, MO. 63144</B><BR>
(Address of principal executive offices) (Zip Code)</P>
<B><P ALIGN="CENTER">TRIPOS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN</B> <BR>
(Full title of the plan)</P>
<B><P ALIGN="CENTER">Dr. John P. McAlister<BR>
Chief Executive Officer and President</P>
<P ALIGN="CENTER">Tripos, Inc.</P>
<P ALIGN="CENTER">1699 South Hanley Road, Ste 303, St. Louis, MO. 63144</B><BR>
(Name and address of agent for service)</P>
<P ALIGN="CENTER">Telephone number, including area code, of agent for service: <B>(314) 647-1099</P>
</B><P ALIGN="CENTER">Copies to:</P>
<P ALIGN="CENTER">Roger D. Stern, Esq.</P>
<P ALIGN="CENTER">Wilson Sonsini Goodrich &amp; Rosati, PC<BR>
950 Page Mill Road<BR>
Palo Alto, California 94304</P></FONT>
<TABLE BORDER=0 CELLSPACING=1 CELLPADDING=7 WIDTH=804>
<TR><TD VALIGN="TOP" COLSPAN=5>
<P ALIGN="CENTER"><FONT SIZE=2>CALCULATION OF REGISTRATION FEE</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Title of Securities to be Registered</FONT></TD>
<TD WIDTH="16%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Amount to be Registered</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Proposed Maximum Offering Price Per Share</FONT></TD>
<TD WIDTH="21%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Proposed Maximum Aggregate Offering Price</FONT></TD>
<TD WIDTH="19%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="CENTER">Amount of Registration Fee</FONT></TD>
</TR>
<TR><TD WIDTH="26%" VALIGN="TOP" HEIGHT=29>
<FONT SIZE=2><P>Common Stock, $0.005 par value<SUP>(1)</SUP></FONT></TD>
<TD WIDTH="16%" VALIGN="TOP" HEIGHT=29>
<FONT SIZE=2><P ALIGN="CENTER">250,000 shares</FONT></TD>
<TD WIDTH="18%" VALIGN="TOP" HEIGHT=29>
<FONT SIZE=2><P ALIGN="CENTER">$5.73 <SUP>(2)</SUP></FONT></TD>
<TD WIDTH="21%" VALIGN="TOP" HEIGHT=29>
<FONT SIZE=2><P ALIGN="CENTER">$1,432,500 <SUP>(2)</SUP></FONT></TD>
<TD WIDTH="19%" VALIGN="TOP" HEIGHT=29>
<FONT SIZE=2><P ALIGN="CENTER">$131.79</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=5><DIR>
<DIR>

<FONT SIZE=1><P>1.&#9;</FONT><FONT SIZE=2>Includes one attached preferred stock purchase right per share. </P>
<P>2. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of 85% of the average of the high and low prices per share of the Common Stock on the National Market System on December 18, 2002.</P>
</FONT><P>3. <FONT SIZE=2>This Registration Statement shall also cover any additional shares of the Registrant's Common Stock that becomes issuable under the Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other or other similar transaction effected without the receipt of consideration that increases the number of the Registrants's outstanding shares of Common Stock.</DIR>
</DIR>
</FONT></TD>
</TR>
<TR><TD VALIGN="TOP" COLSPAN=5>
<P>&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="CENTER">&nbsp;</P>
<B><P ALIGN="CENTER">PART II </P>
<P ALIGN="CENTER">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</P>
<P>Item 3.&#9;&#9;Incorporation of Documents by Reference</P>
</B><P>&#9;The following documents and information previously filed with the Commission by Tripos, Inc. (the "Registrant") are hereby incorporated herein by reference:</P>

<UL>
<LI>The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the Commission on March 28, 2002; </LI>
<LI>The Registrant's Quarterly Report on Form&nbsp;10-Q for the fiscal quarters ended March 31, 2002 filed with the Commission on May 15, 2002; June 30, 2002 filed with the Commission on August 13, 2002 and September&nbsp;30, 2002 filed with the Commission on November&nbsp;14, 2002;</LI>
<LI>The Registrant's Definitive Proxy Statement on Schedule&nbsp;14A filed with the Commission on April&nbsp;4, 2002; </LI>
<LI>The Registrant's Current Reports filed on Form 8-K filed with the Commission on August 13, 2002 and November 14, 2002; </LI>
<LI>The Registrant's Revised Post-Effective Amendment No.2 to the Registration Statement on Form S-3 filed with the Commission on March 28, 2002; </LI>
<LI>The description of the Company's Common Stock, contained under the heading "Description of Capital Stock" in the Company's Registration Statement on Form 10 (No. 0-23666) filed with the Commission on March 16, 1994, including any amendment or report filed for the purpose of updating such description; and </LI>
<LI>The description of the Company's Preferred Share Purchase Rights, as contained in the Registration Statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").</LI></UL>

</FONT><P>&#9;<FONT SIZE=2>In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. </P>
<B><P>Item 4.&#9;&#9;Description of Securities</P>
</B><P>Inapplicable.</P>
<B><P>Item 5.&#9;&#9;Interests of Named Experts and Counsel</P>
</B><P>Inapplicable </P>
<B><P>Item 6.</B>&#9;&#9;<B>Indemnification of Directors and Officers</P>
</B><P>The Company's Articles of Incorporation (the "Articles") provide that, to the fullest extent permitted by the Utah Revised Business Corporation Act (the "Act") or any other applicable law in effect or as it may be amended, a director or officer of the Company shall not be personally liable to the Company or its shareholders for monetary damages for any action taken, or failure to take any action, as a director or officer. The provision is authorized by Section 16-10a-841 of the Utah Revised Business Corporation Act and is designed, among other things, to encourage qualified individuals to serve as directors and officers of Utah corporations by permitting Utah corporations to limit or eliminate directors' and officers' liability for monetary damages for breach of the duty of care. The provision is also consistent with other existing provisions of the Utah Revised Business Corporation Act permitting indemnification of directors and officers and other persons. The limitation may have no effect on claims arising under the federal securities laws. Notwithstanding the provisions described above, directors and officers remain liable for the amount of a financial benefit received by such director or officer to which he is not entitled, an intentional infliction of harm on the Company or its shareholders and an intentional violation of criminal law. The Articles also do not eliminate directors and officers liability under a separate provision of the Utah Revised Business Corporation Act, which makes directors and officers personally liable for unlawful payments of dividend or unlawful stock repurchases or redemption's. The provisions that eliminate liability as described above will apply to officers of the Company only if they are directors of the Company and are acting in their capacity as directors and will not apply to officers of the Company who are not directors. The Utah Revised Business Corporation Act contains provisions permitting and, in some situations, requiring Utah corporations, to provide indemnification to their directors and officers for losses and litigation expense incurred in connection with their service to the corporation in those capacities. The Company's Articles and Bylaws contain provisions requiring indemnification by the Company of its directors and officers to the fullest extent that is permitted by law. Indemnification includes advancement of reasonable expenses in certain circumstances. The Utah Revised Business Corporation act permits indemnification of a director or officer of a Utah corporation, in the case of a third party action, if the director or officer: (i) conducted himself in good faith; (ii) reasonably believed that his conduct was in, or not opposed to, the corporation's best interest, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. The Act further provides for mandatory indemnification of directors and officers who are successful on the merits or otherwise in the defense of any proceeding, or in the defense of any claim, issue or matter in the proceeding, to which he was a party because he is or was a director or officer of the Company, against reasonable expenses incurred by him in connection with such proceeding or claim. The Utah statute limits the indemnification that a corporation may provide to its directors and officers in a derivative action in which the director or officer is held liable to the corporation, or in any proceeding in which the director or officer is held liable on the basis of his improper receipt of a personal benefit. In addition, the Utah Revised Business Corporation Act and the Company's Bylaws authorize the Company to purchase insurance for its directors and officers insuring them against certain risks as to which the Company may be unable lawfully to indemnify them. The Company maintains insurance coverage for its directors and officers as well as insurance coverage to reimburse the Company for potential costs of its corporate indemnification of directors and officers. The Company has entered into agreements with its directors and officers providing contractually for indemnification consistent with its Articles and Bylaws. The Company also has entered into indemnification agreements with its directors and officers containing provisions that the Company believes are consistent with the specific indemnification provisions contained in the Utah Revised Business Corporation Act. The indemnification agreements require the Company to indemnify such directors and officers against expenses, including attorney's fees, judgments, fines and amounts paid in settlement that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature) and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. </P>
<B><P>Item 7.&#9;</B>&#9;<B>Exemption from Registration Claimed</P>
</B><P>Inapplicable</FONT>.</P>
<B><FONT SIZE=2><P>Item 8.</B>&#9;&#9;<B>Exhibits</P>
</B><P>&nbsp;</P>
<P></B><FONT SIZE=2>See Exhibit Index on page 6 hereof.&#9;</P>
<P>&nbsp;</P>
<B><P>Item 9.&#9;&#9;Undertakings</P>
<OL TYPE="a">
<OL TYPE="a">

</B><LI>The undersigned Registrant hereby undertakes:</LI></OL>
</OL>

<P>(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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.&#9;</P>
<P>(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.&#9;</P>
<P>(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.&#9;</P>
<P>(b)&#9;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&nbsp;13(a) or Section&nbsp;15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section&nbsp;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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.</P>
<P>(c)&#9;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 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.</P>
</FONT><P ALIGN="CENTER">&nbsp;</P>
<U><P ALIGN="CENTER">SIGNATURES</P>
</U><I><FONT SIZE=2><P ALIGN="JUSTIFY">&#9;&#9;</I>Pursuant to the requirements of the Securities Act of 1933, 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 County of St. Louis, State of Missouri, on the 19<SUP>th</SUP> day of December 2002.</P>
<P ALIGN="JUSTIFY">&#9;&#9;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=638>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">TRIPOS, INC.</FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">By: <U>/s/ John P. McAlister</U></FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">John P. McAlister</FONT></TD>
</TR>
<TR><TD WIDTH="45%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="55%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">President and Chief Executive Officer</FONT></TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">&#9;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=618>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P ALIGN="CENTER"><B><FONT SIZE=2>Signature</B></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Title</B></FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<B><FONT SIZE=2><P ALIGN="CENTER">Date</B></FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ John P. McAlister</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>President, Chief Executive</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P>December 19, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>John P. McAlister</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Officer and Director</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Principal Executive Officer</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ B. James Rubin</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Senior Vice President, Chief</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P>December 19, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>B. James Rubin&#9;</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Financial Officer and Secretary</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Principal Financial Officer</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ John D. Yingling</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Vice President, Chief Accounting</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P>December 19, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>John D. Yingling</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Officer and Assistant Secretary</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Principal Accounting Officer</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Ralph S. Lobdell</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Chairman of the Board</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P>December 19, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>Ralph S. Lobdell</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>of Directors</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Gary Meredith</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P>December 19, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>Gary Meredith</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Stewart Carrell</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P>December 19, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>Stewart Carrell</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Ferid Murad</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P>December 19, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>Ferid Murad</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<U><FONT SIZE=2><P>/s/ Alfred Alberts</U></FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<FONT SIZE=2><P>Director</FONT></TD>
<TD WIDTH="26%" VALIGN="TOP">
<FONT SIZE=2><P>December 19, 2002</FONT></TD>
</TR>
<TR><TD WIDTH="33%" VALIGN="TOP">
<FONT SIZE=2><P>Alfred Alberts</FONT></TD>
<TD WIDTH="41%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="26%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P>&nbsp;</P>
</FONT><P>&#9;&#9;</P>
<U><P>EXHIBIT INDEX</P>
<FONT SIZE=2><P ALIGN="JUSTIFY">Exhibit No.</U>&#9;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=14 WIDTH=698>
<TR><TD WIDTH="93%" VALIGN="TOP"><DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="LEFT"><FONT SIZE=2>&#9;4.1&#9;Amended and Restated Articles of Incorporation, dated January 26, 1996, incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. </P>
<P ALIGN="LEFT">&#9;</P>
<P ALIGN="LEFT">&#9;4.2&#9;Articles of Amendment to the Articles of Incorporation, dated February 4, 2000, incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000. </P>
<P ALIGN="LEFT">&#9;4.3&#9;Amended and Restated Bylaws, incorporated by reference to the Registrant's Registration Statement on Form 10 dated May 27, 1994.</P>
<P ALIGN="LEFT">&#9;</P>
<P ALIGN="LEFT">&#9;4.4&#9;Investor's Rights Agreement, dated February 4, 2000, between LION bioscience AG and Tripos, Inc., incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999. </P>
<P ALIGN="LEFT">&#9;4.5&#9;Rights Agreement, dated January 26, 1996, between Tripos, Inc. and Boatmen's Trust Company, as Rights Agent, incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995. </P>
<P ALIGN="LEFT">&#9;5.1&#9;Opinion of Wilson, Sonsini, Goodrich &amp; Rosati, PC as to the legality of the securities being registered.*</P>
<P ALIGN="LEFT">&#9;23.1&#9;Consent of Ernst &amp; Young LLP.*</P>
<P ALIGN="LEFT">&#9;</P>
<P ALIGN="LEFT">&#9;23.2&#9;Consent of Counsel (included in Exhibit 5.1).</P></DIR>
</DIR>
</DIR>
</DIR>

<OL>
<OL>

<P ALIGN="LEFT">99.1   Employee Stock Purchase Plan</LI></P>
<P ALIGN="LEFT">99.2   Form of Subscription Agreement </LI></P></OL>
</OL>

<P ALIGN="JUSTIFY">________________</P>
<P ALIGN="JUSTIFY">*&#9;Filed herewith</P>
<P ALIGN="JUSTIFY">** Previously filed</FONT></TD>
<TD WIDTH="7%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=2><P>.</P>
</FONT><P ALIGN="CENTER">&nbsp;</P>
<P ALIGN="CENTER">&nbsp;</P>
<FONT FACE="Courier New"><P ALIGN="RIGHT"><A NAME="mpTableOfContents"></P>
</FONT><P>Exhibit 4.1</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">Tripos, Inc. 2002 Employee Stock Purchase Plan</P>
<FONT SIZE=2><P ALIGN="CENTER">TRIPOS, INC.</P>
<P ALIGN="CENTER">TRIPOS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN</P>
</B></FONT><P ALIGN="JUSTIFY">&nbsp;</P>
<OL>

<B><U><FONT SIZE=2><LI>Purpose. </B></LI></OL>
<DIR>

</B></U><FONT SIZE=2><P>The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section&nbsp;423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.</P></DIR>

<OL>

<B><U><LI>Definitions.</LI></OL>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

</B></U><P ALIGN="JUSTIFY">(a)&#9;"<U>Board</U>" shall mean the Board of Directors of the Company.</P></DIR>
</DIR>
</DIR>
</DIR>

<P ALIGN="JUSTIFY">(b)&#9;"<U>Code</U>" shall mean the Internal Revenue Code of 1986, as amended.</P>
<P ALIGN="JUSTIFY">(c)&#9;"<U>Common Stock</U>" shall mean the Common Stock of the Company.</P>
<P ALIGN="JUSTIFY">(d)&#9;"<U>Company</U>" shall mean Tripos, Inc., a Utah corporation, and any Designated Subsidiary of the Company.</P>
<P ALIGN="JUSTIFY">(e)&#9;"<U>Compensation</U>" shall mean all base straight time gross earnings and commissions, exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.</P>
<P ALIGN="JUSTIFY">(f)&#9;"<U>Designated Subsidiary</U>" shall mean any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.</P>
<P ALIGN="JUSTIFY">(g)&#9;"<U>Employee</U>" shall mean any individual who is an Employee of the Company for tax purposes whose customary employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds ninety (90) days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.</P>
<P ALIGN="JUSTIFY">(h)&#9;"<U>Enrollment Date</U>" shall mean the first day of each Offering Period.</P>
<P ALIGN="JUSTIFY">(i)&#9;"<U>Exercise Date</U>" shall mean the last day of each Offering Period.</P>
<P ALIGN="JUSTIFY">(j)&#9;"<U>Fair Market Value</U>" shall mean, as of any date, the value of Common Stock determined as follows:</P><DIR>
<DIR>

<P ALIGN="JUSTIFY">(i)&#9;If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;</P>
<P ALIGN="JUSTIFY">(ii)&#9;If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;</P>
<P ALIGN="JUSTIFY">(iii)&#9;In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board; or</P></DIR>
</DIR>

<P ALIGN="JUSTIFY">(k)&#9;"<U>Offering Period</U>" shall mean a period of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day<B> </B>on or after July 1<B> </B>and terminating on the last Trading Day in the period ending the following January 1, or commencing on the first Trading Day on or after January 1 and terminating on the last Trading Day in the period ending the following July 1. The duration and timing of Offering Periods may be changed pursuant to Section&nbsp;4 of this Plan.</P>
<P ALIGN="JUSTIFY">(l)&#9;"<U>Plan</U>" shall mean this Employee Stock Purchase Plan.</P>
<P ALIGN="JUSTIFY">(m)&#9;"<U>Purchase Price</U>" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section&nbsp;20.</P>
<P ALIGN="JUSTIFY">(n)&#9;"<U>Reserves</U>" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.</P>
<P ALIGN="JUSTIFY">(o)&#9;"<U>Subsidiary</U>" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.</P>
<P ALIGN="JUSTIFY">(p)&#9;"<U>Trading Day</U>" shall mean a day on which national stock exchanges and the Nasdaq System are open for trading.</P>
<P>&nbsp;</P></DIR>
</DIR>

<OL>
<OL>

<B><U><LI>3.&#9;Eligibility.</LI>
</B></U><P ALIGN="JUSTIFY">(i)&#9;Any Employee (as defined in Section 2(g)), who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan.</P>
<P ALIGN="JUSTIFY">(ii)&#9;Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i)&nbsp;to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section&nbsp;424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii)&nbsp;to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.</P>
<P>&nbsp;</P>
<B><U><LI>4.&#9;Offering Periods. </LI>
</B></U><P>The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on January 1 and July 1 of each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance with Section&nbsp;20 hereof. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter. </P>
<P>&nbsp;</P>
<B><U><LI>5.&#9;Participation.</LI>
</B></U><P ALIGN="JUSTIFY">(a)&#9;<U>Offering Periods</U>. An Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions to this Plan and filing it with the Company's payroll office prior to the applicable Enrollment Date.</P>
<P ALIGN="JUSTIFY">(b)&#9;<U>Payroll Deductions</U>. Payroll deductions for a participant shall commence on the first payday following the Enrollment Date and shall end on the last payday in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section&nbsp;10 hereof.</P>
<P>&nbsp;</P>
<B><U><LI>6.&#9;Payroll Deductions.</LI>
</B></U><P ALIGN="JUSTIFY">(a)&#9;At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering Period.</P>
<P ALIGN="JUSTIFY">(b)&#9;All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account.</P>
<P ALIGN="JUSTIFY">(c)&#9;A participant may discontinue his or her participation in the Plan as provided in Section&nbsp;10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company's receipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant's subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section&nbsp;10 hereof.</P>
<P ALIGN="JUSTIFY">(d)&#9;Notwithstanding the foregoing, to the extent necessary to comply with Section&nbsp;423(b)(8) of the Code and Section&nbsp;3(b) hereof, a participant's payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section&nbsp;10 hereof.</P>
<P ALIGN="JUSTIFY">(e)&#9;At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee.</P>
<P>&nbsp;</P>
<B><U><LI>7.&#9;Grant of Option. </LI>
</B></U><P>On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's Common Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Offering Period more than five thousand (5,000) shares (subject to any adjustment pursuant to Section&nbsp;19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in Section&nbsp;8 hereof, unless the participant has withdrawn pursuant to Section&nbsp;10 hereof. The Employee may accept the grant of such option by turning in a completed and signed subscription agreement to the Company on or prior to the first day of the Offering Period. The administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock an employee may purchase during an Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.</P>
<P>&nbsp;</P>
<B><U><LI>8.&#9;Exercise of Option. </LI>
</B></U><P>Unless a participant withdraws from the Plan as provided in Section&nbsp;10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participant's account which are not sufficient to purchase a full share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section&nbsp;10 hereof. Any other monies left over in a participant's account after the Exercise Date shall be returned to the participant. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her.</P>
<P>&nbsp;</P>
<B><U><LI>9.&#9;Delivery. </LI>
</B></U><P>As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, the shares purchased upon exercise of his or her option.</P>
<B><U><LI>10.&#9;Withdrawal.</LI>
</B></U><P ALIGN="JUSTIFY">(a)&#9;A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company in the form of <U>Exhibit&nbsp;B</U> to this Plan. All of the participant's payroll deductions credited to his or her account shall be paid to such participant promptly after receipt of notice of withdrawal and such participant's option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.</P>
<P ALIGN="JUSTIFY">(b)&#9;A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.</P>
<P>&nbsp;</P>
<B><U><LI>11.&#9;Termination of Employment. </LI>
</B></U><P>Upon a participant's ceasing to be an Employee (as defined in Section 2(g) hereof), for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section&nbsp;15 hereof, and such participant's option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant's customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.</P>
<P>&nbsp;</P>
<B><U><LI>12.&#9;Interest. </LI>
</B></U><P>No interest shall accrue on the payroll deductions of a participant in the Plan.</P>
<B><U><LI>13.&#9;Stock.</LI>
</B></U><P ALIGN="JUSTIFY">(a)&#9;Subject to adjustment upon changes in capitalization of the Company as provided in Section&nbsp;19 hereof, the maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be two hundred and fifty thousand (250,000)&nbsp;shares, subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof. If, on a given Exercise Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.</P>
<P ALIGN="JUSTIFY">(b)&#9;The participant shall have no interest or voting right in shares covered by his option until such option has been exercised.</P>
<P ALIGN="JUSTIFY">(c)&#9;Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse.</P>
<P>&nbsp;</P>
<B><U><LI>14.&#9;Administration. </LI>
</B></U><P>The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.</P>
<P>&nbsp;</P>
<B><U><LI>15.&#9;Designation of Beneficiary.</LI>
</B></U><P ALIGN="JUSTIFY">(a)&#9;A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.</P>
<P ALIGN="JUSTIFY">(b)&#9;Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.</P>
<P>&nbsp;</P>
<B><U><LI>16.&#9;Transferability. </LI>
</B></U><P>Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section&nbsp;15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section&nbsp;10 hereof.</P>
<P>&nbsp;</P>
<B><U><LI>17.&#9;Use of Funds. </LI>
</B></U><P>All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.</P>
<P>&nbsp;</P>
<B><U><LI>18.&#9;Reports. </LI>
</B></U><P>Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.</P>
<P>&nbsp;</P>
<B><U><LI>19.&#9;Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.</LI>
</B></U><P ALIGN="JUSTIFY">(a)&#9;<U>Changes in Capitalization</U>. Subject to any required action by the stockholders of the Company, the Reserves, the maximum number of shares each participant may purchase per Offering Period (pursuant to Section&nbsp;7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.</P>
<P ALIGN="JUSTIFY">(b)&#9;<U>Dissolution or Liquidation</U>. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company's proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section&nbsp;10 hereof.</P>
<P ALIGN="JUSTIFY">(c)&#9;<U>Merger or Asset Sale</U>. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"). The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section&nbsp;10 hereof.</P>
<P>&nbsp;</P>
<B><U><LI>20.&#9;Amendment or Termination.</LI>
</B></U><P ALIGN="JUSTIFY">(a)&#9;The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section&nbsp;19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section&nbsp;19 and Section&nbsp;20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section&nbsp;423 of the Code (or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.</P>
<P ALIGN="JUSTIFY">(b)&#9;Without stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan.</P>
<P ALIGN="JUSTIFY">(c)&#9;In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:</P>
<P ALIGN="JUSTIFY">(i)&#9;altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;</P>
<P ALIGN="JUSTIFY">(ii)&#9;shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and</P>
<P ALIGN="JUSTIFY">(iii)&#9;allocating shares.</P>
<P>&nbsp;</P>
<P ALIGN="JUSTIFY">Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<B><U><LI>21.&#9;Notices. </LI>
</B></U><P>All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.</P>
<B><U><LI>22.&#9;Conditions Upon Issuance of Shares. </LI>
</B></U><P>Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.</P>
<P ALIGN="JUSTIFY">As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.</P>
<B><U><LI>23.&#9;Term of Plan. </LI></OL>
</OL>
<DIR>
<DIR>

</B></U><P>The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section&nbsp;20 hereof.</P></DIR>
</DIR>

<B><U><P ALIGN="CENTER">EXHIBIT&nbsp;A</P>
</U><P ALIGN="CENTER">TRIPOS, INC.</P>
<P ALIGN="CENTER">2002 EMPLOYEE STOCK PURCHASE PLAN</P>
<P ALIGN="CENTER">SUBSCRIPTION AGREEMENT</P>
</B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">_________ Original Application&#9;Enrollment Date: <U>&#9;</P>
</U><P ALIGN="JUSTIFY">_________ Change in Payroll Deduction Rate</P>
<P ALIGN="JUSTIFY">_________ Change of Beneficiary(ies)</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<OL>

<P ALIGN="JUSTIFY"><LI>_____________________________________ hereby elects to participate in the Tripos, Inc.&nbsp;2002 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.</LI></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><LI>I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 0% to 10%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.)</LI></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><LI>I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.</LI></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><LI>I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that my ability to exercise the option under this Subscription Agreement is subject to stockholder approval of the Employee Stock Purchase Plan.</LI></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><LI>Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse only): ______________________________.</LI></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><LI>I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares), I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares. <U>I hereby agree to notify the Company in writing within 30 days after the date of any disposition of shares and I will make adequate provision for Federal, state or other tax</U> <U>withholding obligations, if any, which arise upon the disposition of the Common Stock</U>. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year holding period, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1)&nbsp;the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2)&nbsp;15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.</LI></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><LI>I understand that under proposed Treasury regulations, all purchases under the Plan occurring after January 1, 2003 will be subject to employment tax withholding and hereby authorize the Company to satisfy such withholding obligations out of cash compensation otherwise due and payable to me.</LI></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><LI>I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.</LI></P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"><LI>In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:</LI></P></OL>
</FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=662>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P ALIGN="RIGHT"><FONT SIZE=2>NAME: (Please print)</FONT></TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">(First)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Middle)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Last)</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">Relationship:</FONT></TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">(Address)</FONT></TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">Employee's Social Security Number:</FONT></TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="RIGHT">Employee's Address:</FONT></TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>

<FONT SIZE=2><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.</P>
<P>&nbsp;</P>
<P>&nbsp;</P></FONT>
<TABLE CELLSPACING=0 BORDER=0 CELLPADDING=7 WIDTH=662>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P><FONT SIZE=2>Dated: ________________________</FONT></TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Signature of Employee </FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">_______________________________________</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<FONT SIZE=2><P ALIGN="JUSTIFY">Spouse's Signature (If beneficiary other than spouse)</FONT></TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
<TR><TD WIDTH="38%" VALIGN="TOP">
<P>&nbsp;</TD>
<TD WIDTH="62%" VALIGN="TOP">
<P>&nbsp;</TD>
</TR>
</TABLE>

<B><U><FONT SIZE=2><P ALIGN="CENTER">EXHIBIT&nbsp;B<FONT SIZE=2></P>
</U><P ALIGN="CENTER">TRIPOS, INC.</P>
<P ALIGN="CENTER">2002 EMPLOYEE STOCK PURCHASE PLAN</P>
<P ALIGN="CENTER">NOTICE OF WITHDRAWAL</B></P>
</B><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY"></B><FONT SIZE=2>The undersigned participant in the Offering Period of the Tripos, Inc. 2002 Employee Stock Purchase Plan which began on ___________, ______ (the "Enrollment Date") hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.</P>
<P ALIGN="JUSTIFY">&nbsp;</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P ALIGN="JUSTIFY">Name and Address of Participant:</P>
<U><P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&#9;</P>
<P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&#9;</P>
<P ALIGN="JUSTIFY">&#9;&#9;&#9;&#9;&#9;&#9;</P>
</U><P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">Signature:</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">_____________________________</P>
<P ALIGN="JUSTIFY">Date: _________________</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

</FONT><B><P ALIGN="CENTER"></A></P>
</B><FONT SIZE=2><P><B>Exhibit 5.1</B></P>
<P>&nbsp;</P>
<P ALIGN="CENTER">December 12, 2002</P>
<P>&#9;</P>
<P>Tripos, Inc.</P>
<P>1699 South Hanley Road</P>
<P>Suite 303</P>
<P>St. Louis, MO 63144&#9;</P>
<P>&#9;<B><U>Re: Registration Statement on Form S-8</P>
</B></U><P>Ladies and Gentlemen:</P>
<P>&#9;We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about December 16, 2002 (the "<I>Registration Statement"</I>) in connection with the registration under the Securities Act of 1933, as amended, of the 2002 Employee Stock Purchase Plan (as to 250,000 shares) (the "<I>Plan</I>" and the "<I>Shares</I>" as appropriate). As legal Counsel for Tripos, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares pursuant to the Plan.</P>
<P>&#9;It is our opinion that the Shares, when issued and sold in the manner described in the Plan and pursuant to the agreement that accompanies each grant under the Plan, will be legally and validly issued, fully paid and non assessable.</P>
<P>&#9;We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement and any amendments thereto.</P>
<P ALIGN="CENTER">&#9;</P>
<P>&#9;&#9;&#9;&#9;&#9;Very truly yours,</P><DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>
<DIR>

<P>Wilson Sonsini Goodrich &amp; Rosati</P></DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>
</DIR>

<P>&#9;&#9;&#9;&#9;&#9;Professional Corporation</P>
<P>&nbsp;</P>
<B><P ALIGN="CENTER">&nbsp;</P>
</B><P><B>Exhibit 23.1</B></P>
<P>&nbsp;</P>
<P>&nbsp;</P>
<P ALIGN="CENTER">Consent of Independent Auditors</P>
<P ALIGN="CENTER">&nbsp;</P>
<P>We consent to the incorporation by reference in Registration Statement (Form S-8 No. 333-_____) pertaining to the Tripos, Inc. 2002 Employee Stock Purchase Plan of our report dated February 5, 2002 (except Notes 16 and 18, as to which the date is February 8, 2002), with respect to the consolidated financial statements and schedule of Tripos, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission.</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">&nbsp;</P>
<P ALIGN="JUSTIFY">/s/ Ernst and Young, LLP </P>
<P ALIGN="JUSTIFY">St. Louis, Missouri</P>
<P ALIGN="JUSTIFY">December 19, 2002</P></FONT></BODY>
</HTML>
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{"company-data": {"conformed-name": "TRIPOS INC", "cik": "0000920691", "assigned-sic": "7372", "irs-number": "431454986", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102015", "film-number": "02863587"}, "business-address": {"street1": "1699 SOUTH HANLEY RD", "street2": "STE 303", "city": "ST LOUIS", "state": "MO", "zip": "63144", "phone": "3146471099"}, "mail-address": {"street1": "1699 SOUTH HANLEY RD", "street2": "STE 303", "city": "ST LOUIS", "state": "MO", "zip": "63144"}}
Orrick Normal Template rev. 5/15/97, the Legal MacPac
As filed with the Securities and Exchange Commission on December 19, 2002
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
TRIPOS, INCORPORATED
(Exact name of registrant as specified in its charter)
Utah
43-1454986
(State or other jurisdiction
of incorporation or organization)
(I.R.S. Employer Identification No.)
1699 South Hanley Road, Suite 303, St. Louis, MO. 63144
(Address of principal executive offices) (Zip Code)
TRIPOS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Dr. John P. McAlister
Chief Executive Officer and President
Tripos, Inc.
1699 South Hanley Road, Ste 303, St. Louis, MO. 63144
(Name and address of agent for service)
Telephone number, including area code, of agent for service:
(314) 647-1099
Copies to:
Roger D. Stern, Esq.
Wilson Sonsini Goodrich & Rosati, PC
950 Page Mill Road
Palo Alto, California 94304
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
Amount to be Registered
Proposed Maximum Offering Price Per Share
Proposed Maximum Aggregate Offering Price
Amount of Registration Fee
Common Stock, $0.005 par value
(1)
250,000 shares
$5.73
(2)
$1,432,500
(2)
$131.79
1.
Includes one attached preferred stock purchase right per share.
2. Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, on the basis of 85% of the average of the high and low prices per share of the Common Stock on the National Market System on December 18, 2002.
3.
This Registration Statement shall also cover any additional shares of the Registrant's Common Stock that becomes issuable under the Employee Stock Purchase Plan by reason of any stock dividend, stock split, recapitalization or other or other similar transaction effected without the receipt of consideration that increases the number of the Registrants's outstanding shares of Common Stock.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.		Incorporation of Documents by Reference
The following documents and information previously filed with the Commission by Tripos, Inc. (the "Registrant") are hereby incorporated herein by reference:
The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 filed with the Commission on March 28, 2002;
The Registrant's Quarterly Report on Form 10-Q for the fiscal quarters ended March 31, 2002 filed with the Commission on May 15, 2002; June 30, 2002 filed with the Commission on August 13, 2002 and September 30, 2002 filed with the Commission on November 14, 2002;
The Registrant's Definitive Proxy Statement on Schedule 14A filed with the Commission on April 4, 2002;
The Registrant's Current Reports filed on Form 8-K filed with the Commission on August 13, 2002 and November 14, 2002;
The Registrant's Revised Post-Effective Amendment No.2 to the Registration Statement on Form S-3 filed with the Commission on March 28, 2002;
The description of the Company's Common Stock, contained under the heading "Description of Capital Stock" in the Company's Registration Statement on Form 10 (No. 0-23666) filed with the Commission on March 16, 1994, including any amendment or report filed for the purpose of updating such description; and
The description of the Company's Preferred Share Purchase Rights, as contained in the Registration Statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
In addition, all documents subsequently filed with the Commission by the Registrant pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold under this Registration Statement, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents.
Item 4.		Description of Securities
Inapplicable.
Item 5.		Interests of Named Experts and Counsel
Inapplicable
Item 6.
Indemnification of Directors and Officers
The Company's Articles of Incorporation (the "Articles") provide that, to the fullest extent permitted by the Utah Revised Business Corporation Act (the "Act") or any other applicable law in effect or as it may be amended, a director or officer of the Company shall not be personally liable to the Company or its shareholders for monetary damages for any action taken, or failure to take any action, as a director or officer. The provision is authorized by Section 16-10a-841 of the Utah Revised Business Corporation Act and is designed, among other things, to encourage qualified individuals to serve as directors and officers of Utah corporations by permitting Utah corporations to limit or eliminate directors' and officers' liability for monetary damages for breach of the duty of care. The provision is also consistent with other existing provisions of the Utah Revised Business Corporation Act permitting indemnification of directors and officers and other persons. The limitation may have no effect on claims arising under the federal securities laws. Notwithstanding the provisions described above, directors and officers remain liable for the amount of a financial benefit received by such director or officer to which he is not entitled, an intentional infliction of harm on the Company or its shareholders and an intentional violation of criminal law. The Articles also do not eliminate directors and officers liability under a separate provision of the Utah Revised Business Corporation Act, which makes directors and officers personally liable for unlawful payments of dividend or unlawful stock repurchases or redemption's. The provisions that eliminate liability as described above will apply to officers of the Company only if they are directors of the Company and are acting in their capacity as directors and will not apply to officers of the Company who are not directors. The Utah Revised Business Corporation Act contains provisions permitting and, in some situations, requiring Utah corporations, to provide indemnification to their directors and officers for losses and litigation expense incurred in connection with their service to the corporation in those capacities. The Company's Articles and Bylaws contain provisions requiring indemnification by the Company of its directors and officers to the fullest extent that is permitted by law. Indemnification includes advancement of reasonable expenses in certain circumstances. The Utah Revised Business Corporation act permits indemnification of a director or officer of a Utah corporation, in the case of a third party action, if the director or officer: (i) conducted himself in good faith; (ii) reasonably believed that his conduct was in, or not opposed to, the corporation's best interest, and (iii) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. The Act further provides for mandatory indemnification of directors and officers who are successful on the merits or otherwise in the defense of any proceeding, or in the defense of any claim, issue or matter in the proceeding, to which he was a party because he is or was a director or officer of the Company, against reasonable expenses incurred by him in connection with such proceeding or claim. The Utah statute limits the indemnification that a corporation may provide to its directors and officers in a derivative action in which the director or officer is held liable to the corporation, or in any proceeding in which the director or officer is held liable on the basis of his improper receipt of a personal benefit. In addition, the Utah Revised Business Corporation Act and the Company's Bylaws authorize the Company to purchase insurance for its directors and officers insuring them against certain risks as to which the Company may be unable lawfully to indemnify them. The Company maintains insurance coverage for its directors and officers as well as insurance coverage to reimburse the Company for potential costs of its corporate indemnification of directors and officers. The Company has entered into agreements with its directors and officers providing contractually for indemnification consistent with its Articles and Bylaws. The Company also has entered into indemnification agreements with its directors and officers containing provisions that the Company believes are consistent with the specific indemnification provisions contained in the Utah Revised Business Corporation Act. The indemnification agreements require the Company to indemnify such directors and officers against expenses, including attorney's fees, judgments, fines and amounts paid in settlement that may arise by reason of their status or service as directors or officers (other than liabilities arising from willful misconduct of a culpable nature) and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Item 7.
Exemption from Registration Claimed
Inapplicable
.
Item 8.
Exhibits
See Exhibit Index on page 6 hereof.
Item 9.		Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement 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.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b)	The 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 therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)	Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 County of St. Louis, State of Missouri, on the 19
th
day of December 2002.
TRIPOS, INC.
By:
/s/ John P. McAlister
John P. McAlister
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ John P. McAlister
President, Chief Executive
December 19, 2002
John P. McAlister
Officer and Director
Principal Executive Officer
/s/ B. James Rubin
Senior Vice President, Chief
December 19, 2002
B. James Rubin
Financial Officer and Secretary
Principal Financial Officer
/s/ John D. Yingling
Vice President, Chief Accounting
December 19, 2002
John D. Yingling
Officer and Assistant Secretary
Principal Accounting Officer
/s/ Ralph S. Lobdell
Chairman of the Board
December 19, 2002
Ralph S. Lobdell
of Directors
/s/ Gary Meredith
Director
December 19, 2002
Gary Meredith
/s/ Stewart Carrell
Director
December 19, 2002
Stewart Carrell
/s/ Ferid Murad
Director
December 19, 2002
Ferid Murad
/s/ Alfred Alberts
Director
December 19, 2002
Alfred Alberts
EXHIBIT INDEX
Exhibit No.
4.1	Amended and Restated Articles of Incorporation, dated January 26, 1996, incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
4.2	Articles of Amendment to the Articles of Incorporation, dated February 4, 2000, incorporated by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
4.3	Amended and Restated Bylaws, incorporated by reference to the Registrant's Registration Statement on Form 10 dated May 27, 1994.
4.4	Investor's Rights Agreement, dated February 4, 2000, between LION bioscience AG and Tripos, Inc., incorporated by reference to Exhibit 4.1 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
4.5	Rights Agreement, dated January 26, 1996, between Tripos, Inc. and Boatmen's Trust Company, as Rights Agent, incorporated by reference to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1995.
5.1	Opinion of Wilson, Sonsini, Goodrich & Rosati, PC as to the legality of the securities being registered.*
23.1	Consent of Ernst & Young LLP.*
23.2	Consent of Counsel (included in Exhibit 5.1).
99.1   Employee Stock Purchase Plan
99.2   Form of Subscription Agreement
________________
*	Filed herewith
** Previously filed
.
Exhibit 4.1
Tripos, Inc. 2002 Employee Stock Purchase Plan
TRIPOS, INC.
TRIPOS, INC. 2002 EMPLOYEE STOCK PURCHASE PLAN
Purpose.
The purpose of the Plan is to provide employees of the Company and its Designated Subsidiaries with an opportunity to purchase Common Stock of the Company through accumulated payroll deductions. It is the intention of the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of the Plan, accordingly, shall be construed so as to extend and limit participation in a manner consistent with the requirements of that section of the Code.
Definitions.
(a)	"
Board
" shall mean the Board of Directors of the Company.
(b)	"
Code
" shall mean the Internal Revenue Code of 1986, as amended.
(c)	"
Common Stock
" shall mean the Common Stock of the Company.
(d)	"
Company
" shall mean Tripos, Inc., a Utah corporation, and any Designated Subsidiary of the Company.
(e)	"
Compensation
" shall mean all base straight time gross earnings and commissions, exclusive of payments for overtime, shift premium, incentive compensation, incentive payments, bonuses and other compensation.
(f)	"
Designated Subsidiary
" shall mean any Subsidiary that has been designated by the Board from time to time in its sole discretion as eligible to participate in the Plan.
(g)	"
Employee
" shall mean any individual who is an Employee of the Company for tax purposes whose customary employment with the Company is at least twenty (20) hours per week and more than five (5) months in any calendar year. For purposes of the Plan, the employment relationship shall be treated as continuing intact while the individual is on sick leave or other leave of absence approved by the Company. Where the period of leave exceeds ninety (90) days and the individual's right to reemployment is not guaranteed either by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave.
(h)	"
Enrollment Date
" shall mean the first day of each Offering Period.
(i)	"
Exercise Date
" shall mean the last day of each Offering Period.
(j)	"
Fair Market Value
" shall mean, as of any date, the value of Common Stock determined as follows:
(i)	If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or system for the last market trading day on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;
(ii)	If the Common Stock is regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of such determination, as reported in The Wall Street Journal or such other source as the Board deems reliable, or;
(iii)	In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Board; or
(k)	"
Offering Period
" shall mean a period of approximately six (6) months during which an option granted pursuant to the Plan may be exercised, commencing on the first Trading Day
on or after July 1
and terminating on the last Trading Day in the period ending the following January 1, or commencing on the first Trading Day on or after January 1 and terminating on the last Trading Day in the period ending the following July 1. The duration and timing of Offering Periods may be changed pursuant to Section 4 of this Plan.
(l)	"
Plan
" shall mean this Employee Stock Purchase Plan.
(m)	"
Purchase Price
" shall mean an amount equal to 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Exercise Date, whichever is lower; provided, however, that the Purchase Price may be adjusted by the Board pursuant to Section 20.
(n)	"
Reserves
" shall mean the number of shares of Common Stock covered by each option under the Plan which have not yet been exercised and the number of shares of Common Stock which have been authorized for issuance under the Plan but not yet placed under option.
(o)	"
Subsidiary
" shall mean a corporation, domestic or foreign, of which not less than 50% of the voting shares are held by the Company or a Subsidiary, whether or not such corporation now exists or is hereafter organized or acquired by the Company or a Subsidiary.
(p)	"
Trading Day
" shall mean a day on which national stock exchanges and the Nasdaq System are open for trading.
3.	Eligibility.
(i)	Any Employee (as defined in Section 2(g)), who shall be employed by the Company on a given Enrollment Date shall be eligible to participate in the Plan.
(ii)	Any provisions of the Plan to the contrary notwithstanding, no Employee shall be granted an option under the Plan (i) to the extent that, immediately after the grant, such Employee (or any other person whose stock would be attributed to such Employee pursuant to Section 424(d) of the Code) would own capital stock of the Company and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Subsidiary, or (ii) to the extent that his or her rights to purchase stock under all employee stock purchase plans of the Company and its subsidiaries accrues at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the fair market value of the shares at the time such option is granted) for each calendar year in which such option is outstanding at any time.
4.	Offering Periods.
The Plan shall be implemented by consecutive Offering Periods with a new Offering Period commencing on January 1 and July 1 of each year, or on such other date as the Board shall determine, and continuing thereafter until terminated in accordance with Section 20 hereof. The Board shall have the power to change the duration of Offering Periods (including the commencement dates thereof) with respect to future offerings without stockholder approval if such change is announced at least five (5) days prior to the scheduled beginning of the first Offering Period to be affected thereafter.
5.	Participation.
(a)
Offering Periods
. An Employee may become a participant in the Plan by completing a subscription agreement authorizing payroll deductions to this Plan and filing it with the Company's payroll office prior to the applicable Enrollment Date.
(b)
Payroll Deductions
. Payroll deductions for a participant shall commence on the first payday following the Enrollment Date and shall end on the last payday in the Offering Period to which such authorization is applicable, unless sooner terminated by the participant as provided in Section 10 hereof.
6.	Payroll Deductions.
(a)	At the time a participant files his or her subscription agreement, he or she shall elect to have payroll deductions made on each pay day during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which he or she receives on each pay day during the Offering Period.
(b)	All payroll deductions made for a participant shall be credited to his or her account under the Plan and shall be withheld in whole percentages only. A participant may not make any additional payments into such account.
(c)	A participant may discontinue his or her participation in the Plan as provided in Section 10 hereof, or may increase or decrease the rate of his or her payroll deductions during the Offering Period by completing or filing with the Company a new subscription agreement authorizing a change in payroll deduction rate. The Board may, in its discretion, limit the number of participation rate changes during any Offering Period. The change in rate shall be effective with the first full payroll period following five (5) business days after the Company's receipt of the new subscription agreement unless the Company elects to process a given change in participation more quickly. A participant's subscription agreement shall remain in effect for successive Offering Periods unless terminated as provided in Section 10 hereof.
(d)	Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period. Payroll deductions shall recommence at the rate provided in such participant's subscription agreement at the beginning of the first Offering Period which is scheduled to end in the following calendar year, unless terminated by the participant as provided in Section 10 hereof.
(e)	At the time the option is exercised, in whole or in part, or at the time some or all of the Company's Common Stock issued under the Plan is disposed of, the participant must make adequate provision for the Company's federal, state, or other tax withholding obligations, if any, which arise upon the exercise of the option or the disposition of the Common Stock. At any time, the Company may, but shall not be obligated to, withhold from the participant's compensation the amount necessary for the Company to meet applicable withholding obligations, including any withholding required to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by the Employee.
7.	Grant of Option.
On the Enrollment Date of each Offering Period, each eligible Employee participating in such Offering Period shall be granted an option to purchase on the Exercise Date of such Offering Period (at the applicable Purchase Price) up to a number of shares of the Company's Common Stock determined by dividing such Employee's payroll deductions accumulated prior to such Exercise Date and retained in the Participant's account as of the Exercise Date by the applicable Purchase Price; provided that in no event shall an Employee be permitted to purchase during each Offering Period more than five thousand (5,000) shares (subject to any adjustment pursuant to Section 19), and provided further that such purchase shall be subject to the limitations set forth in Sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The Employee may accept the grant of such option by turning in a completed and signed subscription agreement to the Company on or prior to the first day of the Offering Period. The administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of shares of the Company's Common Stock an employee may purchase during an Offering Period. Exercise of the option shall occur as provided in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10 hereof. The option shall expire on the last day of the Offering Period.
8.	Exercise of Option.
Unless a participant withdraws from the Plan as provided in Section 10 hereof, his or her option for the purchase of shares shall be exercised automatically on the Exercise Date, and the maximum number of full shares subject to option shall be purchased for such participant at the applicable Purchase Price with the accumulated payroll deductions in his or her account. No fractional shares shall be purchased; any payroll deductions accumulated in a participant's account which are not sufficient to purchase a full share shall be retained in the participant's account for the subsequent Offering Period, subject to earlier withdrawal by the participant as provided in Section 10 hereof. Any other monies left over in a participant's account after the Exercise Date shall be returned to the participant. During a participant's lifetime, a participant's option to purchase shares hereunder is exercisable only by him or her.
9.	Delivery.
As promptly as practicable after each Exercise Date on which a purchase of shares occurs, the Company shall arrange the delivery to each participant, as appropriate, the shares purchased upon exercise of his or her option.
10.	Withdrawal.
(a)	A participant may withdraw all but not less than all the payroll deductions credited to his or her account and not yet used to exercise his or her option under the Plan at any time by giving written notice to the Company in the form of
Exhibit B
to this Plan. All of the participant's payroll deductions credited to his or her account shall be paid to such participant promptly after receipt of notice of withdrawal and such participant's option for the Offering Period shall be automatically terminated, and no further payroll deductions for the purchase of shares shall be made for such Offering Period. If a participant withdraws from an Offering Period, payroll deductions shall not resume at the beginning of the succeeding Offering Period unless the participant delivers to the Company a new subscription agreement.
(b)	A participant's withdrawal from an Offering Period shall not have any effect upon his or her eligibility to participate in any similar plan which may hereafter be adopted by the Company or in succeeding Offering Periods which commence after the termination of the Offering Period from which the participant withdraws.
11.	Termination of Employment.
Upon a participant's ceasing to be an Employee (as defined in Section 2(g) hereof), for any reason, he or she shall be deemed to have elected to withdraw from the Plan and the payroll deductions credited to such participant's account during the Offering Period but not yet used to exercise the option shall be returned to such participant or, in the case of his or her death, to the person or persons entitled thereto under Section 15 hereof, and such participant's option shall be automatically terminated. The preceding sentence notwithstanding, a participant who receives payment in lieu of notice of termination of employment shall be treated as continuing to be an Employee for the participant's customary number of hours per week of employment during the period in which the participant is subject to such payment in lieu of notice.
12.	Interest.
No interest shall accrue on the payroll deductions of a participant in the Plan.
13.	Stock.
(a)	Subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof, the maximum number of shares of the Company's Common Stock which shall be made available for sale under the Plan shall be two hundred and fifty thousand (250,000) shares, subject to adjustment upon changes in capitalization of the Company as provided in Section 19 hereof. If, on a given Exercise Date, the number of shares with respect to which options are to be exercised exceeds the number of shares then available under the Plan, the Company shall make a pro rata allocation of the shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.
(b)	The participant shall have no interest or voting right in shares covered by his option until such option has been exercised.
(c)	Shares to be delivered to a participant under the Plan shall be registered in the name of the participant or in the name of the participant and his or her spouse.
14.	Administration.
The Plan shall be administered by the Board or a committee of members of the Board appointed by the Board. The Board or its committee shall have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to determine eligibility and to adjudicate all disputed claims filed under the Plan. Every finding, decision and determination made by the Board or its committee shall, to the full extent permitted by law, be final and binding upon all parties.
15.	Designation of Beneficiary.
(a)	A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to an Exercise Date on which the option is exercised but prior to delivery to such participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death prior to exercise of the option. If a participant is married and the designated beneficiary is not the spouse, spousal consent shall be required for such designation to be effective.
(b)	Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.
16.	Transferability.
Neither payroll deductions credited to a participant's account nor any rights with regard to the exercise of an option or to receive shares under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution or as provided in Section 15 hereof) by the participant. Any such attempt at assignment, transfer, pledge or other disposition shall be without effect, except that the Company may treat such act as an election to withdraw funds from an Offering Period in accordance with Section 10 hereof.
17.	Use of Funds.
All payroll deductions received or held by the Company under the Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such payroll deductions.
18.	Reports.
Individual accounts shall be maintained for each participant in the Plan. Statements of account shall be given to participating Employees at least annually, which statements shall set forth the amounts of payroll deductions, the Purchase Price, the number of shares purchased and the remaining cash balance, if any.
19.	Adjustments Upon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.
(a)
Changes in Capitalization
. Subject to any required action by the stockholders of the Company, the Reserves, the maximum number of shares each participant may purchase per Offering Period (pursuant to Section 7), as well as the price per share and the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been "effected without receipt of consideration." Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an option.
(b)
Dissolution or Liquidation
. In the event of the proposed dissolution or liquidation of the Company, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"), and shall terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Board. The New Exercise Date shall be before the date of the Company's proposed dissolution or liquidation. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.
(c)
Merger or Asset Sale
. In the event of a proposed sale of all or substantially all of the assets of the Company, or the merger of the Company with or into another corporation, each outstanding option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the option, the Offering Period then in progress shall be shortened by setting a new Exercise Date (the "New Exercise Date"). The New Exercise Date shall be before the date of the Company's proposed sale or merger. The Board shall notify each participant in writing, at least ten (10) business days prior to the New Exercise Date, that the Exercise Date for the participant's option has been changed to the New Exercise Date and that the participant's option shall be exercised automatically on the New Exercise Date, unless prior to such date the participant has withdrawn from the Offering Period as provided in Section 10 hereof.
20.	Amendment or Termination.
(a)	The Board of Directors of the Company may at any time and for any reason terminate or amend the Plan. Except as provided in Section 19 hereof, no such termination can affect options previously granted, provided that an Offering Period may be terminated by the Board of Directors on any Exercise Date if the Board determines that the termination of the Offering Period or the Plan is in the best interests of the Company and its stockholders. Except as provided in Section 19 and Section 20 hereof, no amendment may make any change in any option theretofore granted which adversely affects the rights of any participant. To the extent necessary to comply with Section 423 of the Code (or any other applicable law, regulation or stock exchange rule), the Company shall obtain shareholder approval in such a manner and to such a degree as required.
(b)	Without stockholder consent and without regard to whether any participant rights may be considered to have been "adversely affected," the Board (or its committee) shall be entitled to change the Offering Periods, limit the frequency and/or number of changes in the amount withheld during an Offering Period, establish the exchange ratio applicable to amounts withheld in a currency other than U.S. dollars, permit payroll withholding in excess of the amount designated by a participant in order to adjust for delays or mistakes in the Company's processing of properly completed withholding elections, establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to ensure that amounts applied toward the purchase of Common Stock for each participant properly correspond with amounts withheld from the participant's Compensation, and establish such other limitations or procedures as the Board (or its committee) determines in its sole discretion advisable which are consistent with the Plan.
(c)	In the event the Board determines that the ongoing operation of the Plan may result in unfavorable financial accounting consequences, the Board may, in its discretion and, to the extent necessary or desirable, modify or amend the Plan to reduce or eliminate such accounting consequence including, but not limited to:
(i)	altering the Purchase Price for any Offering Period including an Offering Period underway at the time of the change in Purchase Price;
(ii)	shortening any Offering Period so that Offering Period ends on a new Exercise Date, including an Offering Period underway at the time of the Board action; and
(iii)	allocating shares.
Such modifications or amendments shall not require stockholder approval or the consent of any Plan participants.
21.	Notices.
All notices or other communications by a participant to the Company under or in connection with the Plan shall be deemed to have been duly given when received in the form specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.
22.	Conditions Upon Issuance of Shares.
Shares shall not be issued with respect to an option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto shall comply with all applicable provisions of law, domestic or foreign, including, without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance.
As a condition to the exercise of an option, the Company may require the person exercising such option to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any of the aforementioned applicable provisions of law.
23.	Term of Plan.
The Plan shall become effective upon the earlier to occur of its adoption by the Board of Directors or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 20 hereof.
EXHIBIT A
TRIPOS, INC.
2002 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
_________ Original Application	Enrollment Date:
_________ Change in Payroll Deduction Rate
_________ Change of Beneficiary(ies)
_____________________________________ hereby elects to participate in the Tripos, Inc. 2002 Employee Stock Purchase Plan (the "Employee Stock Purchase Plan") and subscribes to purchase shares of the Company's Common Stock in accordance with this Subscription Agreement and the Employee Stock Purchase Plan.
I hereby authorize payroll deductions from each paycheck in the amount of ____% of my Compensation on each payday (from 0% to 10%) during the Offering Period in accordance with the Employee Stock Purchase Plan. (Please note that no fractional percentages are permitted.)
I understand that said payroll deductions shall be accumulated for the purchase of shares of Common Stock at the applicable Purchase Price determined in accordance with the Employee Stock Purchase Plan. I understand that if I do not withdraw from an Offering Period, any accumulated payroll deductions will be used to automatically exercise my option.
I have received a copy of the complete Employee Stock Purchase Plan. I understand that my participation in the Employee Stock Purchase Plan is in all respects subject to the terms of the Plan. I understand that my ability to exercise the option under this Subscription Agreement is subject to stockholder approval of the Employee Stock Purchase Plan.
Shares purchased for me under the Employee Stock Purchase Plan should be issued in the name(s) of (Employee or Employee and Spouse only): ______________________________.
I understand that if I dispose of any shares received by me pursuant to the Plan within 2 years after the Enrollment Date (the first day of the Offering Period during which I purchased such shares), I will be treated for federal income tax purposes as having received ordinary income at the time of such disposition in an amount equal to the excess of the fair market value of the shares at the time such shares were purchased by me over the price which I paid for the shares.
I hereby agree to notify the Company in writing within 30 days after the date of any disposition of shares and I will make adequate provision for Federal, state or other tax
withholding obligations, if any, which arise upon the disposition of the Common Stock
. The Company may, but will not be obligated to, withhold from my compensation the amount necessary to meet any applicable withholding obligation including any withholding necessary to make available to the Company any tax deductions or benefits attributable to sale or early disposition of Common Stock by me. If I dispose of such shares at any time after the expiration of the 2-year holding period, I understand that I will be treated for federal income tax purposes as having received income only at the time of such disposition, and that such income will be taxed as ordinary income only to the extent of an amount equal to the lesser of (1) the excess of the fair market value of the shares at the time of such disposition over the purchase price which I paid for the shares, or (2) 15% of the fair market value of the shares on the first day of the Offering Period. The remainder of the gain, if any, recognized on such disposition will be taxed as capital gain.
I understand that under proposed Treasury regulations, all purchases under the Plan occurring after January 1, 2003 will be subject to employment tax withholding and hereby authorize the Company to satisfy such withholding obligations out of cash compensation otherwise due and payable to me.
I hereby agree to be bound by the terms of the Employee Stock Purchase Plan. The effectiveness of this Subscription Agreement is dependent upon my eligibility to participate in the Employee Stock Purchase Plan.
In the event of my death, I hereby designate the following as my beneficiary(ies) to receive all payments and shares due me under the Employee Stock Purchase Plan:
NAME: (Please print)
_______________________________________
(First)          (Middle)          (Last)
Relationship:
_______________________________________
(Address)
_______________________________________
_______________________________________
_______________________________________
Employee's Social Security Number:
_______________________________________
Employee's Address:
_______________________________________
_______________________________________
_______________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated: ________________________
_______________________________________
Signature of Employee
_______________________________________
Spouse's Signature (If beneficiary other than spouse)
EXHIBIT B
TRIPOS, INC.
2002 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Tripos, Inc. 2002 Employee Stock Purchase Plan which began on ___________, ______ (the "Enrollment Date") hereby notifies the Company that he or she hereby withdraws from the Offering Period. He or she hereby directs the Company to pay to the undersigned as promptly as practicable all the payroll deductions credited to his or her account with respect to such Offering Period. The undersigned understands and agrees that his or her option for such Offering Period will be automatically terminated. The undersigned understands further that no further payroll deductions will be made for the purchase of shares in the current Offering Period and the undersigned shall be eligible to participate in succeeding Offering Periods only by delivering to the Company a new Subscription Agreement.
Name and Address of Participant:
Signature:
_____________________________
Date: _________________
Exhibit 5.1
December 12, 2002
Tripos, Inc.
1699 South Hanley Road
Suite 303
St. Louis, MO 63144
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or about December 16, 2002 (the "
Registration Statement"
) in connection with the registration under the Securities Act of 1933, as amended, of the 2002 Employee Stock Purchase Plan (as to 250,000 shares) (the "
Plan
" and the "
Shares
" as appropriate). As legal Counsel for Tripos, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the sale and issuance of the Shares pursuant to the Plan.
It is our opinion that the Shares, when issued and sold in the manner described in the Plan and pursuant to the agreement that accompanies each grant under the Plan, will be legally and validly issued, fully paid and non assessable.
We consent to the use of this opinion as an exhibit to said Registration Statement and further consent to the use of our name wherever appearing in said Registration Statement and any amendments thereto.
Very truly yours,
Wilson Sonsini Goodrich & Rosati
Professional Corporation
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in Registration Statement (Form S-8 No. 333-_____) pertaining to the Tripos, Inc. 2002 Employee Stock Purchase Plan of our report dated February 5, 2002 (except Notes 16 and 18, as to which the date is February 8, 2002), with respect to the consolidated financial statements and schedule of Tripos, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2001, filed with the Securities and Exchange Commission.
/s/ Ernst and Young, LLP
St. Louis, Missouri
December 19, 2002