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As filed with the Securities and Exchange Commission on June 28, 2001
                                                                                                                  Registration No. 333-
=======================================================================================================================================
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES
AND EXCHANGE COMMISSION</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>WASHINGTON,
D.C. 20549</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION
STATEMENT</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNDER</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE
SECURITIES ACT OF 1933</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SCIOS INC.</FONT></H1>

                                        (Exact name of registrant as specified in its charter)

              Delaware                                   SCIOS INC.                                  95-3701481
    (State or Other Jurisdiction                    820 West Maude Avenue                         (I.R.S. Employer
  of Incorporation or Organization)              Sunnyvale, California 94085                   Identification Number)
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(408)
616-8200</FONT></H1>

                                                   (Address, including ZIP code, and
                                                telephone number, including area code,
                                             of registrant's principal executive offices)


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SCIOS INC.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1992 EQUITY
INCENTIVE PLAN</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>and</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SCIOS INC.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1996
NON-OFFICER STOCK OPTION PLAN</FONT></H1>

                                                       (Full Title of the Plans)


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>John H.
Newman</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Senior Vice
President</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SCIOS INC.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>749 N. Mary Avenue</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Sunnyvale,
California 94085</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(408)
616-8200</FONT></H1>

                                       (Name, address, including ZIP code, and telephone number,
                                              including area code, of agent for service)


                                                               Copy to:
                                                      Kimberly L. Wilkinson, Esq.
                                                           LATHAM &amp;WATKINS
                                                   505 Montgomery Street, Suite 1900
                                                    San Francisco, California 94111
                                                            (415) 391-0600

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION
OF REGISTRATION FEE</FONT></H1>
<PRE>
============================================================================================================================
                                                              Proposed Maximum      Proposed Maximum
        Title of Securities to             Amount to be        Offering Price      Aggregate Offering       Amount of
            be Registered                 Registered(1)         Per Share (2)           Price(2)         Registration Fee
----------------------------------------------------------------------------------------------------------------------------
    Common Stock, $.001 Par Value        3,795,000 shares          $22.00             $83,490,000           $20,872.50
============================================================================================================================
</PRE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(1)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
The Scios Inc. 1992 Equity Incentive Plan authorizes the issuance of a maximum
of 6,500,000 shares of the Company&#146;s Common Stock in connection with stock
bonuses, restricted stock and upon the exercise of stock options, 1,500,000 of
which are being registered hereunder. The remaining 5,000,000 shares were
registered on two Registration Statements on Form S-8, the first filed August
31, 1992 (File No. 33-51590) for 3,500,000 shares and the second filed September
9, 1997 (File No. 333-35201) for 1,500,000 shares. The Scios Inc. 1996
Non-Officer Stock Option Plan authorizes the issuance of a maximum of 3,795,000
shares of the Company&#146;s Common Stock in connection with stock bonuses,
restricted stock and upon the exercise of stock options, 2,295,000 of which are
being registered hereunder. The remaining 1,500,000 shares were registered on
two Registration Statements on Form S-8, the first filed September 9, 1997 (File
No. 333-35201) for 700,000 shares and the second filed June 8, 1998 (File No.
333-56269) for 800,000 shares. No stock bonuses, restricted stock, stock options
or other awards have been granted with respect to the 3,795,000 shares being
registered hereunder.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(2)</FONT></TD>
<TD WIDTH=95%><FONT SIZE=3>
Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(h), as amended, and is based on the average of the high and low sale
prices of the Common Stock, as reported on The Nasdaq National Market on June
26, 2001.</FONT></TD>
</TR>
</TABLE>
<BR>

                 Proposed sale to take place as soon as practical after the Registration Statement becomes effective.
=======================================================================================================================================



<PAGE>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 1. Plan
Information</FONT></H2>

                  Not required to be filed with this Registration Statement.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 2.
Registrant Information and Employee Plan Annual Information</FONT></H2>

                  Not required to be filed with this Registration Statement.


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 3. Incorporation
of Documents by Reference</FONT></H2>

                  The following documents filed by Scios Inc., a Delaware corporation (the "Company" or the "Registrant") under the
Securities Exchange Act of 1934, as amended, with the SEC are incorporated herein by reference.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
Our prospectus supplement and accompanying prospectus filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended with the SEC on June 19, 2001,
including any subsequently filed prospectus supplement updating such
description; </FONT></P>

         (b)      Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 15, 2001;

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
The description of our Common Stock, par value $.001 per share, contained in our
Registration Statement on Form 8-A, filed with the SEC on June 19, 1990,
including any subsequently filed amendments and reports updating such
description. </FONT></P>

         (d)      All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Exchange Act since December 31,
                  2000.

                  In addition, all documents which we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after
the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and are a part hereof from the date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 4.
Description of Securities</FONT></H2>

                  Not applicable.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5. Interests
of Named Experts and Counsel</FONT></H2>

                  Not applicable.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 6.
Indemnification of Directors and Officers</FONT></H2>

         Under Section 145 of the General Corporation Law of the State of Delaware (DGCL), a corporation may indemnify its directors,
officers, employees and agents and its former directors, officers, employees and agents and those who serve, at the corporation's
request, in such capacities with another enterprise, against expenses (including attorney's fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or
having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner he or she
reasonably believed to be in (or not opposed to) the best interests of the corporation and, in the case of a criminal action, such
person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit
indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the
corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity
for costs the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter
has been successfully defended.

                  Article IV of our Amended and Restated Certificate of Incorporation, as amended, provides that we will indemnify our
directors and officers to the full extent permitted by law and that no director shall be liable for monetary damages to the
Registrant or its stockholders for any breach of fiduciary duty, except to the extent provided by applicable law (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for any unlawful payments or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL, or (iv) for any transaction from which such director derived an improper personal
benefit.  In addition, under indemnification agreements with our directors, we are obligated, to the fullest extent permissible by
the DGCL, as it currently exists or may be amended, to indemnify and hold harmless our directors, from and against all expense,
liability and loss reasonably incurred or suffered by such directors.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 7. Exemption
from Registration Claimed</FONT></H2>

                  Not applicable.



<PAGE>


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 8.
Exhibits</FONT></H2>

                  The following documents are filed as part of this Registration Statement.

      Exhibit Number                                               Description
      --------------                                               -----------

            4.1              1992 Equity Incentive Plan.
            5.1              Opinion of Latham &amp; Watkins regarding the legality of securities registered.
           23.1              Consent of Latham &amp; Watkins (included in its opinion filed as Exhibit 5.1).
           23.2              Consent of PricewaterhouseCoopers LLP, Independent Accountants.
           24.1              Powers of Attorney (included in the signature page to this Registration Statement).




<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9. Undertakings</FONT></H2>

                  (a)      We hereby undertake:

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

                           (i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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

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

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<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by us pursuant to Section&#160;13 or Section&#160;15(d) of the Exchange Act that
are incorporated by reference in the Registration Statement.</FONT></TD>
</TR>
</TABLE>
<BR>

                  (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)      We hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of our
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.

         (h)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,
officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the
SEC 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
one of our directors, officers or controlling persons 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, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.



<PAGE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES</FONT></H1>

                  Pursuant to the  requirements of the Securities Act of 1933, as amended,  we certify that we have reasonable  grounds
to believe that we meet all of the  requirements for filing on Form S-8 and have duly caused this  Registration  Statement to be signed
on our behalf by the undersigned,  thereunto duly authorized,  in the City of Sunnyvale,  State of California,  on this 28 day of June,
2001.

                                                          SCIOS INC.



                                                          By: /s/ Richard B. Brewer
                                                              -----------------------------------------------------
                                                                                        Richard B. Brewer
                                                                              President and Chief Executive Officer



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>POWER OF
ATTORNEY</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>KNOW ALL MEN
BY THESE PRESENTS:</FONT></H2>

                  That the undersigned officers and directors of Scios, Inc., a Delaware corporation, do hereby constitute and appoint
Richard B. Brewer, David W. Gryska and John H. Newman, and each of them, the lawful attorneys and agents, with full power and
authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority
to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any
and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof.  This power of attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this power of attorney as of the date indicated.



<PAGE>


                  Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
<PRE>
Signature                                Title                                                         Date
---------                                -----                                                         ----




/s/ Richard B. Brewer                    President and Chief Executive Officer                     June 28, 2001
---------------------------------
Richard B. Brewer                        (Principal Executive Officer)


/s/ David W. Gryska                      Senior Vice President,                                    June 28, 2001
---------------------------------
David W. Gryska                          Finance and Chief Financial Officer
                                         (Principal Financial and Accounting Officer)


/s/ Donald B. Rice                       Chairman of the Board                                     June 28, 2001
---------------------------------
Donald B. Rice


/s/ Samuel H. Armacost                   Director                                                  June 28, 2001
---------------------------------
Samuel H. Armacost


/s/ Randal J. Kirk                       Director                                                  June 28, 2001
---------------------------------
Randal J. Kirk


/s/ Charles A. Sanders                   Director                                                  June 28, 2001
---------------------------------
Charles A. Sanders


/s/ Solomon H. Snyder                    Director                                                  June 28, 2001
---------------------------------
Solomon H. Snyder


/s/ Burton E. Sobel                      Director                                                  June 28, 2001
---------------------------------
Burton E. Sobel


                                         Director                                                  June __, 2001
---------------------------------
Eugene L. Step
</PRE>





<PAGE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SCIOS INC.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1992 EQUITY
INCENTIVE PLAN</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Adopted
February 11, 1992</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Approved by
Stockholders May 5, 1992</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amended
February 3, 1997</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Approved By
Stockholders May 13, 1997</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amended
February 9, 1998</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Approved By
Stockholders May 12, 1998</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Amended
February 5, 2001</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Approved by
Stockholders May 8, 2001</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1. PURPOSES.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) The purpose of the 1992
Equity Incentive Plan (the &#147;Plan&#148;) is to provide a means by which
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to benefit from increases in value of the stock of
the Company through the granting of (i) Incentive Stock Options, (ii)
Supplemental Stock Options, (iii) stock bonuses, and (iv) rights to purchase
restricted stock, all as defined below. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) The Company, by means
of the Plan, seeks to retain the services of persons who are now Employees or
Directors of or Consultants to the Company, to secure and retain the services of
new Employees, Directors and Consultants, and to provide incentives for such
persons to exert maximum efforts for the success of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) The Company intends
that the Stock Awards issued under the Plan shall, in the discretion of the
Board or any Committee to which responsibility for administration of the Plan
has been delegated pursuant to subsection 3(c), be either (i) Options granted
pursuant to section 6 or 8 hereof, including Incentive Stock Options and
Supplemental Stock Options, or (ii) stock bonuses or rights to purchase
restricted stock granted pursuant to section 7 hereof. All Options shall be
separately designated Incentive Stock Options or Supplemental Stock Options at
the time of grant, and in such form as issued pursuant to section 6, and a
separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2. DEFINITIONS.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(a)</I>
<I>&#147;Affiliate&#148;</I> means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f) respectively, of the Code. </FONT></P>

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

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

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

(e)               "Company" means Scios Inc., a Delaware corporation.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(f)</I>
<I>&#147;Consultant&#148; </I>means any person, including an advisor, engaged by
the Company or an Affiliate to render services and who is compensated for such
services, provided that the term &#147;Consultant&#148; shall not include a
Director whose only services to the Company are provided in his capacity as a
Director. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(g)</I>
<I>&#147;Continuous Status as an Employee, Director or Consultant&#148;
</I>means that the service of an individual to the Company, whether as an
Employee, Director, or Consultant is not interrupted or terminated by the
Company or any Affiliate. The Board or the chief executive officer of the
Company may determine, in that party&#146;s sole discretion, whether Continuous
Status as an Employee, Director or Consultant shall be considered interrupted in
the case of: (i) any leave of absence approved by the Board or the chief
executive officer, including sick leave, military leave, or any other personal
leave; or (ii) transfers between locations of the Company or between the
Company, Affiliates or its successor. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(h)</I> <I>&#147;Covered
Employee&#148;</I> means the chief executive officer and the four (4) other
highest compensated officers of the Company for whom total compensation is
required to be reported to stockholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code. </FONT></P>

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

(j)               "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(k)</I>
<I>&#147;Employee&#148;</I> means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director&#146;s fee by the Company shall be sufficient
to constitute &#147;employment&#148; by the Company. </FONT></P>

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

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(m)</I>
<I>&#147;Incentive Stock Option&#148; </I>means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder. </FONT></P>

(n)               "Non-Employed  Director"  means a Director who is not an Employee or Consultant of the Company or an Affiliate of the
Company.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(o)</I>
<I>&#147;Non-Employee Director&#148; </I>means a Director who either (i) is not
a current Employee or Officer of the Company or its parent or subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act (&#147;Regulation S-K&#148;)), does not possess an interest in
any other transaction as to which disclosure would be required under Item 404(a)
of Regulation S-K, and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a &#147;non-employee director&#148; for purposes of Rule
16b-3. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(p)</I>
<I>&#147;Officer&#148; </I>means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder. </FONT></P>

(q)               "Option" means a stock option granted pursuant to the Plan.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(r)</I> <I>&#147;Option
Agreement&#148;</I> means a written agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. Each
Option Agreement shall be subject to the terms and conditions of the Plan. </FONT></P>

(s)               "Optionee" means an Employee, Director or Consultant who holds an outstanding Option.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(t)</I> <I>&#147;Outside
Director&#148;</I> means a Director who either (i)&#160;is not a current
employee of the Company or an &#147;affiliated corporation&#148; (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an &#147;affiliated
corporation&#148; receiving compensation for prior services (other than benefits
under a tax qualified pension plan), was not an officer of the Company or an
&#147;affiliated corporation&#148; at any time, and is not currently receiving
direct or indirect remuneration from the Company or an &#147;affiliated
corporation&#148; for services in any capacity other than as a Director, or
(ii)&#160;is otherwise considered an &#147;outside director&#148; for purposes
of Section 162(m) of the Code. </FONT></P>

(u)               "Plan" means this 1992 Equity Incentive Plan.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(v)</I> <I>&#147;Rule
16b-3&#148; </I>means Rule 16b-3 of the Exchange Act or any successor to Rule
16b-3, as in effect with respect to the Company at the time discretion is being
exercised regarding the Plan. </FONT></P>

(w)               "Securities Act" means the Securities Act of 1933, as amended, with respect to the Company at the time.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(x)</I> <I>&#147;Stock
Award&#148; </I>means any right granted under the Plan, including any Option,
any stock bonus and any right to purchase restricted stock. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>(y)</I> <I>&#147;Stock
Award Agreement&#148; </I>means a written agreement between the Company and a
holder of a Stock Award evidencing the terms and conditions of an individual
Stock Award grant. Each Stock Award Agreement shall be subject to the terms and
conditions of the Plan. </FONT></P>

(z)               "Supplemental Stock Option" means an Option not intended to qualify as an Incentive Stock Option.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.
ADMINISTRATION.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) The Plan shall be
administered by the Board unless and until the Board delegates administration to
a Committee, as provided in subsection 3(c). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) Subject to the
provisions of section 8, the Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) To determine from time
to time which of the persons eligible under the Plan shall be granted Stock
Awards; when and how Stock Awards shall be granted; whether a Stock Award will
be an Incentive Stock Option, a Supplemental Stock Option, a stock bonus, a
right to purchase restricted stock, or a combination of the foregoing; the
provisions of each Stock Award granted (which need not be identical), including
the time or times when a person shall be permitted to receive stock pursuant to
a Stock Award; and the number of shares with respect to which Stock Awards shall
be granted to each such person. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) To construe and
interpret the Plan and Stock Awards granted under it, and to establish, amend
and revoke rules and regulations for its administration. The Board, in the
exercise of this power, may correct any defect, omission or inconsistency in the
Plan or in any Stock Award Agreement, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective. </FONT></P>

(iii)     To amend the Plan of a Stock Award as provided in section 14.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iv) Generally, to exercise
such powers and to perform such acts as the Board deems necessary or expedient
to promote the best interests of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) The Board may delegate
administration of the Plan to a committee composed of not fewer than two (2)
members of the Board (the &#147;Committee&#148;), all of the members of which
Committee may be, in the discretion of the Board, Non-Employee Directors and/or
Outside Directors. If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a
subcommittee of two (2) or more Outside Directors any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or such a subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. Notwithstanding anything in
this section 3 to the contrary, the Board or the Committee may delegate to a
committee of one or more members of the Board the authority to grant Stock
Awards to eligible persons who (1) are not then subject to Section 16 of the
Exchange Act and/or (2) are either (i) not then Covered Employees and are not
expected to be Covered Employees at the time of recognition of income resulting
from such Stock Award, or (ii) not persons with respect to whom the Company
wishes to comply with Section 162(m) of the Code. The Board may abolish any such
committee at any time and revest in the Board the administration of the Plan. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. SHARES
SUBJECT TO THE PLAN.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) Subject to the
provisions of section 13 relating to adjustments upon changes in stock, the
stock that may be issued pursuant to Stock Awards shall not exceed in the
aggregate six million five hundred thousand (6,500,000) shares of the
Company&#146;s common stock. If any Stock Award shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in full,
the stock not acquired under such Stock Award shall revert to and again become
available for issuance under the Plan. </FONT></P>

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

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5. ELIGIBILITY.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) Incentive Stock Options
may be granted only to Employees. Stock Awards other than Incentive Stock
Options may be granted only to Employees, Directors or Consultants. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) No person shall be
eligible for the grant of an Incentive Stock Option if, at the time of grant,
such person owns (or is deemed to own pursuant to Section 424(d) of the Code)
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any of its Affiliates unless the
exercise price of such Incentive Stock Option is at least one hundred ten
percent (110%) of the fair market value of such stock at the date of grant and
the Incentive Stock Option is not exercisable after the expiration of five (5)
years from the date of grant. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) Subject to the
provisions of section 13 relating to adjustment upon changes in stock, no person
shall be eligible to be granted Options covering more than three hundred
thousand (300,000) shares of the Company&#146;s common stock in any calendar
year. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6. OPTION
PROVISIONS.</FONT></H2>

         Each  Option  shall be in such form and shall  contain  such terms and  conditions  as the Board shall deem  appropriate.  The
provisions of separate  Options need not be identical,  but each Option shall include (through  incorporation  of provisions  hereof by
reference in the Option or otherwise) the substance of each of the following provisions:

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

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(b)</B> <B>Price.</B>
The exercise price of each Incentive Stock Option shall be not less than one
hundred percent (100%) of the fair market value of the stock subject to the
Option on the date the Option is granted. The exercise price of each
Supplemental Stock Option shall be not less than eighty-five percent (85%) of
the fair market value of the stock subject to the Option on the date the Option
is granted. Notwithstanding the foregoing, an Option (whether an Incentive Stock
Option or a Supplemental Stock Option) may be granted with an exercise price
lower than that set forth in the preceding sentence if such Option is granted
pursuant to an assumption or substitution for another option in a manner
satisfying the provisions of Section 424(a) of the Code. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(c)</B>
<B>Consideration</B>. The purchase price of stock acquired pursuant to an Option
shall be paid, to the extent permitted by applicable statutes and regulations,
either (i) in cash at the time the Option is exercised, or (ii) at the
discretion of the Board or the Committee, at the time of grant of an Incentive
Stock Option or either at the time of the grant or exercise of a Supplemental
Stock Option, (A) by delivery to the Company of other common stock of the
Company, (B) according to a deferred payment arrangement, except that payment of
the common stock&#146;s &#147;par value&#148; (as defined in the Delaware
General Corporation Law) shall not be made by deferred payment, or other
arrangement (which may include, without limiting the generality of the
foregoing, the use of other common stock of the Company) with the person to whom
the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board. </FONT></P>

                                            In the case of any deferred  payment  arrangement,  interest  shall be  compounded at least
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>annually and shall be
charged at the minimum rate of interest necessary to avoid the treatment as
interest, under any applicable provisions of the Code, of any amounts other than
amounts stated to be interest under the deferred payment arrangement. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(d)</B>
<B>Transferability.</B> An Incentive Stock Option shall not be transferable
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the Incentive Stock Option
is granted only by such person. A Supplemental Stock Option shall not be
transferable except by will or by the laws of descent and distribution (and
shall be exercisable during the lifetime of the person to whom the Supplemental
Stock Option is granted only by such person) unless the applicable Option
Agreement expressly provides for other transferability. Notwithstanding the
foregoing, the person to whom an Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionee, shall thereafter be
entitled to exercise the Option. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(e)</B> <B>Vesting.</B>
The total number of shares of stock subject to an Option may, but need not, be
allotted in periodic installments (which may, but need not, be equal). The
Option Agreement may provide that from time to time during each of such
installment periods, the Option may become exercisable (&#147;vest&#148;) with
respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. During the remainder of the term of the Option (if its term extends
beyond the end of the installment periods), the option may be exercised from
time to time with respect to any shares then remaining subject to the Option.
The Option may be subject to such other terms and conditions on the time or
times when it may be exercised (which may be based on performance or other
criteria) as the Board may deem appropriate. The provisions of this subsection
6(e) are subject to any Option provisions governing the minimum number of shares
as to which an Option may be exercised. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(f)</B> <B>Termination
of Status as an Employee, Director or Consultant.</B> An Option shall terminate
three (3) months after termination of the Continuous Status as an Employee,
Director or Consultant with the Company or an Affiliate, unless (i) such
termination is due to such person&#146;s Disability, in which case the Option
may, but need not, provide that it may be exercised at any time within one (1)
year following termination of the Continuous Status as an Employee, Director or
Consultant, or (ii) the Optionee dies while in the employ of or while serving as
a Consultant or Director to the Company or an Affiliate, or within not more than
three (3) months after termination of the Continuous Status as an Employee,
Director or Consultant in which case the Option may, but need not, provide that
it may be exercised at any time within eighteen (18) months following the death
of the Optionee by the person or persons to whom the Optionee&#146;s rights
under such option pass by will or by the laws of descent and distribution; or
(iii) the Option by its terms specifies either (A) that it shall terminate
sooner than three (3) months after termination of the Continuous Status as an
Employee, Director or Consultant, or (B) that it may be exercised more than
three (3) months after termination of the Continuous Status as an Employee,
Director or Consultant with the Company or an Affiliate. This subsection 6(f)
shall not be construed to extend the term of any Option or to permit anyone to
exercise the Option after expiration of its term, nor shall it be construed to
increase the number of shares as to which any Option is exercisable from the
amount exercisable on the date of termination of the Continuous Status as an
Employee, Director or Consultant. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(g)</B> <B>Early
Exercise.</B> The Option may, but need not, include a provision whereby the
Optionee may elect at any time while an Employee, Director or Consultant to
exercise the Option as to any part or all of the shares subject to the Option
prior to the full vesting of the Option. Any unvested shares so purchased may be
subject to a repurchase right in favor of the Company or to any other
restriction the Board determines to be appropriate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(h)</B> <B>Re-Load
Options.</B> Without in any way limiting the authority of the Board or Committee
to make or not to make grants of Options hereunder, the Board or Committee shall
have the authority (but not an obligation) to include as part of any Option
Agreement a provision entitling the Optionee to a further Option (a
&#147;Re-Load Option&#148;) in the event the Optionee exercises the Option
evidenced by the Option Agreement, in whole or in part, by surrendering other
shares of common stock in accordance with this Plan and the terms and conditions
of the Option Agreement. Any such Re-Load Option (i) shall be for a number of
shares equal to the number of shares surrendered as part or all of the exercise
price of such Option; (ii) shall have an expiration date which is the same as
the expiration date of the Option the exercise of which gave rise to such
Re-Load Option; and (iii) shall have an exercise price which is equal to one
hundred percent (100%) of the fair market value of the common stock subject to
the Re-Load Option on the date of exercise of the original Option or, in the
case of a Re-Load Option which is an Incentive Stock Option and which is granted
to a 10% stockholder (as described in subsection 5(b)), shall have an exercise
price which is equal to one hundred ten percent (110%) of the fair market value
of the stock subject to the Re-Load Option on the date of exercise of the
original Option. </FONT></P>

                                    Any such Re-Load  Option may be an Incentive  Stock Option or a Supplemental  Stock Option,  as the
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Board or Committee may
designate at the time of the grant of the original Option, provided, however,
that the designation of any Re-Load Option as an Incentive Stock Option shall be
subject to the one hundred thousand dollar ($100,000) annual limitation on
exercisability of Incentive Stock Options described in subsection 12(d) of the
Plan and in Section 422(d) of the Code. There shall be no Re-Load Options on a
Re-Load Option. Any such Re-Load Option shall be subject to the availability of
sufficient shares under subsection 4(a) and the limits on the grants of Options
under subsection 5(c) and shall be subject to such other terms and conditions as
the Board or Committee may determine which are not inconsistent with the express
provisions of the Plan regarding the terms of Options. </FONT></P>

7.                TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

         Each stock bonus or restricted  stock purchase  agreement shall be in such form and shall contain such terms and conditions as
the Board or the Committee  shall deem  appropriate.  The terms and conditions of stock bonus or restricted  stock purchase  agreements
may change from time to time,  and the terms and  conditions  of separate  agreements  need not be  identical,  but each stock bonus or
restricted  stock  purchase  agreement  shall include  (through  incorporation  of  provisions  hereof by reference in the agreement or
otherwise) the substance of each of the following provisions as appropriate:

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(a)</B> <B>Purchase
Price.</B> The purchase price under each stock purchase agreement shall be such
amount as the Board or Committee shall determine and designate in such Stock
Award Agreement. Notwithstanding the foregoing, the Board or the Committee may
determine that eligible participants in the Plan may be awarded stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(b)</B>
<B>Transferability.</B> No rights under a stock bonus or restricted stock
purchase agreement shall be transferable, except by will or the laws of descent
and distribution, unless the applicable Stock Award Agreement expressly provides
for other transferability. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(c)</B>
<B>Consideration.</B> The purchase price of stock acquired pursuant to a stock
purchase agreement shall be paid either: (i) in cash at the time of purchase;
(ii) at the discretion of the Board or the Committee, according to a deferred
payment arrangement, except that payment of the common stock&#146;s &#147;par
value&#148; (as defined in the Delaware General Corporation Law) shall not be
made by deferred payment, or other arrangement with the person to whom the stock
is sold; or (iii) in any other form of legal consideration that may be
acceptable to the Board or the Committee in their discretion. Notwithstanding
the foregoing, the Board or the Committee to which administration of the Plan
has been delegated may award stock pursuant to a stock bonus agreement in
consideration for past services actually rendered to the Company or for its
benefit. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(d)</B> <B>Vesting.</B>
Shares of stock sold or awarded under the Plan may, but need not, be subject to
a repurchase option in favor of the Company in accordance with a vesting
schedule to be determined by the Board or the Committee. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(e)</B> <B>Termination
of Employment or Relationship as a Director or Consultant.</B> In the event a
Participant&#146;s Continuous Status as an Employee, Director or Consultant
terminates, the Company may repurchase or otherwise reacquire any or all of the
shares of stock held by that person which have not vested as of the date of
termination under the terms of the stock bonus or restricted stock purchase
agreement between the Company and such person. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>8.
NON-EMPLOYED DIRECTOR OPTIONS.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) Only Non-Employed
Directors shall be eligible to receive Options as provided for in this section
8. All Options granted pursuant to this section 8 shall be subject to all other
provisions of the Plan, as modified by this section 8. </FONT></P>

(b)               The following Non-Employed Director Options shall be granted under the Plan:

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i) Each person who is on
or after the date hereof elected for the first time to be a Non-Employed
Director shall, upon the date of his initial election to be a Non-Employed
Director by the Board or stockholders of the Company, automatically be granted a
Supplemental Stock Option to purchase ten thousand (10,000) shares of the
Company&#146;s common stock (subject to adjustment as provided in section 13
hereof) on such date. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) Each Non-Employed
Director who serves on the Company&#146;s Board of Directors shall automatically
be granted, at each annual meeting where the director is elected to the Board, a
Supplemental Stock Option to purchase ten thousand (10,000) shares of the
Company&#146;s common stock (subject to adjustment as provided in section 13
hereof). </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) The exercise price of
each Non-Employed Director Option shall be one hundred percent (100%) of the
fair market value of the stock subject to such Option on the date such Option is
granted. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) The term of each
Non-Employed Director Option commences on the date it is granted and, unless
sooner terminated as set forth herein, expires on the date (&#147;Expiration
Date&#148;) ten (10) years from the date of grant. The term of each Non-Employed
Director Option may terminate sooner than such Expiration Date if the
Optionee&#146;s service as a Non-Employed Director (or subsequent services as an
Employee) of the Company terminates for any reason or for no reason. In the
event of such termination of service, the Option shall terminate on the earlier
of the Expiration Date or the date twelve (12) months following the date of
termination of service; provided, however, that if such termination of service
is due to the Optionee&#146;s death, the Option shall terminate on the earlier
of the Expiration Date or eighteen (18) months following the date of the
Optionee&#146;s death. In any and all circumstances, a Non-Employed Director
Option may be exercised following termination of the Optionee&#146;s service to
the Company only as to that number of shares as to which it was exercisable on
the date of termination of such service under the provisions of subsections 8(f)
and 8(g). Notwithstanding the foregoing, if exercise within the foregoing
periods is prohibited under subsection 10(b) below, the term of the Option shall
be extended to a date thirty (30) days following the first date on which the
condition of subsection 10(b) of the Plan has been met, and the Option shall be
exercisable as to the number of shares that could have been exercised on the
date of termination of service had the condition of subsection 10(b) been
satisfied on that date. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e) Payment of the exercise
price of each Non-Employed Director Option is due in full in cash upon any
exercise when the number of shares being purchased upon such exercise is less
than 1,000 shares; but when the number of shares being purchased upon an
exercise is 1,000 or more shares, the Optionee may elect to make payment of the
exercise price under one of the following alternatives: </FONT></P>

(i)               Payment of the exercise price per share in cash at the time of exercise; or

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) Provided that at the
time of exercise the Company&#146;s common stock is publicly traded and quoted
regularly in <I>The Wall Street Journal</I>, payment by delivery of
already-owned shares of common stock of the Company owned by the Optionee for at
least six (6) months and owned free and clear of any liens, claims, encumbrances
or security interests, which common stock shall be valued at fair market value
on the date of exercise; or </FONT></P>

(iii)             Payment by a combination of the methods of payment specified in subsections 8(e)(i) and 8(e)(ii) above.

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(f)</B> <B>(i)</B>
Subject to the provisions of section 13, the Non-Employed Director Options
described in subsection 8(b) shall become exercisable in twelve equal monthly
installments from the date of grant; provided that shares shall become
exercisable only during period that the Optionee is a Non-Employed Director of
the Company. </FONT></P>

                   (ii)    Subject to the limitations  contained herein including,  without  limitation,  those contained in subsection
10(b) and section 16, each Option shall be exercisable with respect to each  installment on or after the date of vesting  applicable to
such  installment,  provided,  however,  that the minimum number of shares with respect to which a Non-Employed  Director Option may be
exercised at any one time is one hundred (100), except that the last exercise thereunder may be less than one hundred (100).

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(g) No Non-Employed
Director, individually or as a member of a group, and no beneficiary or other
person claiming under or through him, shall have any right, title or interest in
or to any option reserved for the purposes of the Plan except as to such shares
of common stock, if any, as shall have been reserved for him pursuant to an
option granted to him. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(h) It shall be a condition
precedent to the Company&#146;s obligation to issue or transfer shares to a
Non-Employed Director, or to evidence the removal of any restrictions on
transfer, that such Non-Employed Director make arrangements satisfactory to the
Company to insure that the amount of any federal or other withholding tax
required to be withheld with respect to such sale or transfer, or such removal
or lapse, is made available to the Company for timely payment of such tax. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>9.
CANCELLATION AND RE-GRANT OF OPTIONS.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) Except with respect to
Non-Employed Director Options, the Board or the Committee shall have the
authority to effect, at any time and from time to time, with the consent of the
affected holders of Options, (i) the repricing of any outstanding Options under
the Plan and/or (ii) the cancellation of any outstanding Options under the Plan
and the grant in substitution therefor of new Options under the Plan covering
the same or different numbers of shares of stock, but having an exercise price
per share not less than the minimum exercise price required pursuant to
subsections 5(b) and 6(b) on the new grant date. Notwithstanding the foregoing,
the Board or the Committee may grant an Option with an exercise price lower than
that set forth above if such Option and/or Stock Appreciation Right is granted
as part of a transaction to which section 424(a) of the Code applies. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) Shares subject to an
Option canceled under this Section 9 shall continue to be counted against the
maximum award of Options permitted to be granted pursuant to subsection 5(c) of
the Plan. The repricing of an Option under this Section 9, resulting in a
reduction of the exercise price, shall be deemed to be a cancellation of the
original Option and the grant of a substitute Option in the event of such
repricing, both the original and the substituted Options shall be counted
against the maximum awards of Options permitted to be granted pursuant to
subsection 5(c) of the Plan. The provisions of this subsection 9(b) shall be
applicable only to the extent required by Section 162(m) of the Code. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>10. COVENANTS
OF THE COMPANY.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) During the terms of the
Stock Awards, the Company shall keep available at all times the number of shares
of stock required to satisfy such Stock Awards up to the number of shares of
stock authorized under the Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) The Company shall seek
to obtain from each regulatory commission or agency having jurisdiction over the
Plan such authority as may be required to issue and sell shares of stock under
the Stock Awards; provided, however, that this undertaking shall not require the
Company to register under the Securities Act either the Plan, any Stock Award or
any stock issued or issuable pursuant to any such Stock Award. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock under such Stock
Awards unless and until such authority is obtained. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>11. USE OF
PROCEEDS FROM STOCK.</FONT></H2>

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

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>12.
MISCELLANEOUS.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) Except with respect to
Non-Employed Director Options, the Board shall have the power to accelerate the
time at which a Stock Award may first be exercised or the time during which a
Stock Award or any part thereof will vest, notwithstanding the provisions in the
Stock Award stating the time at which it may first be exercised or the time
during which it will vest. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) Neither an Optionee nor
any person to whom a Stock Award is transferred under subsection 6(d) or 7(b)
shall be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares subject to such Stock Award unless and until such
person has satisfied all requirements for exercise of the Stock Award pursuant
to its terms. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) Nothing in the Plan or
any instrument executed or Stock Award granted pursuant thereto shall confer
upon any Employee, Director, Consultant, Optionee, or other holder of Stock
Awards any right to continue in the employ of the Company or any Affiliate (or
to continue acting as a Director or Consultant) or shall affect the right of the
Company or any Affiliate to terminate the employment of any Employee, with or
without cause, or the right of the Company&#146;s Board of Directors and/or the
Company&#146;s stockholders to remove any Director as provided in the
Company&#146;s Bylaws and the provisions of the Delaware General Corporation Law
or the right to terminate the relationship of any Consultant subject to the
terms of such Consultant&#146;s agreement with the Company or Affiliate. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) To the extent that the
aggregate fair market value (determined at the time of grant) of stock with
respect to which Incentive Stock Options granted after 1986 are exercisable for
the first time by any Optionee during any calendar year under all plans of the
Company and its Affiliates exceeds one hundred thousand dollars ($100,000), the
Options or portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as Supplemental Stock Options. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><B>(e)</B>
<B>Withholding.</B> To the extent provided by the terms of a Stock Award
Agreement, the person to whom a Stock Award is granted may satisfy any federal,
state or local tax withholding obligation relating to the exercise of
acquisition of such Stock Award by any of the following means or by a
combination of such means: (1) tendering a cash payment; (2) authorizing the
Company to withhold shares from the shares of the common stock otherwise
issuable to the participant as a result of the exercise or acquisition of stock
under the Stock Award; or (3) delivering to the Company owned and unencumbered
shares of the common stock of the Company. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f) The Company may require
any person to whom a Stock Award is granted, or any person to whom a Stock Award
is transferred pursuant to subsection 6(d) or 7(b), as a condition of exercising
or acquiring stock under any Stock Award, (i)&#160;to give written assurances
satisfactory to the Company as to such person&#146;s knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Stock Award; and (ii)&#160;to give written assurances
satisfactory to the Company stating that such person is acquiring the stock
subject to the Stock Award for such person&#146;s own account and not with any
present intention of selling or otherwise distributing the stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if a.&#160;the issuance of the shares upon the exercise or
acquisition of stock under the Stock Award has been registered under a then
currently effective registration statement under the Securities Act, or
b.&#160;as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>13.
ADJUSTMENTS UPON CHANGES IN STOCK.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) If any change is made
in the stock subject to the Plan, or subject to any Stock Award, without the
receipt of consideration by the Company (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan will be
appropriately adjusted in the type(s) and the maximum number of securities
subject to the Plan pursuant to subsection 4(a) and the limitation of subsection
5(c), and the outstanding Stock Awards will be appropriately adjusted in the
type(s) and number of securities and price per share of stock subject to such
outstanding Stock Awards. Such adjustments shall be made by the Board or the
Committee, the determination of which shall be final, binding and conclusive.
(The conversion of any convertible securities of the Company shall not be
treated as a &#147;transaction not involving the receipt of consideration by the
Company.&#148;) </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) In the event of: (1) a
dissolution or liquidation of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; (3) a reverse merger in
which the Company is the surviving corporation but the shares of the
Company&#146;s common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise; or (4) any other capital reorganization in which
more than fifty percent (50%) of the shares of the Company entitled to vote are
exchanged, then, at the sole discretion of the Board and to the extent permitted
by applicable law: (i) any surviving corporation shall assume any Stock Awards
outstanding under the Plan or shall substitute similar Stock Awards for those
outstanding under the Plan, (ii) such Stock Awards shall continue in full force
and effect, or (iii) any outstanding unexercised rights under any Stock Awards
shall be terminated if not exercised prior to such event, provided, however,
that with respect to Stock Awards then held by persons performing services for
the Company or an Affiliate, the time during which such Stock Awards become
vested or may be exercised shall be accelerated prior to such termination. </FONT></P>

         (c)      In the event a change in control (as  hereinafter  defined)  occurs at the Company after the date of adoption of this
Plan and,  within one (1) year of such  change in  control,  (i) an  Optionee's  employment  with the  Company  and its  Affiliates  is
terminated  other  than for cause (as  hereinafter  defined),  or (ii) a  Non-Employee  Director's  directorship  with the  Company  is
terminated by the Company or by the  Non-Employee  Director for any reason or for no reason,  Options held by such terminated  Employee
or Director may be exercised in full following  such  termination  without regard to the vesting  limitations to which such Options are
otherwise  subject.  For the  purposes of the  foregoing,  a "change in control"  shall have  occurred if (i) any person (as defined in
Section 13 of the Exchange Act) acquires  shares,  other than  directly  from the Company,  and thereby  becomes the owner of more than
thirty  percent (30%) of the Company's  outstanding  shares (on a fully diluted  basis) or (ii) the Company enters into a merger (other
than one in connection with a voluntary change of corporate  domicile or similar  reorganization  or  recapitalization  transaction) in
which the  stockholders  of the Company  (determined  immediately  prior to the merger) do not own at least fifty  percent (50%) of the
outstanding  shares of the surviving  entity after the merger.  For purposes of the  foregoing,  a termination  shall be deemed to have
been made for "cause" in the event the  Optionee's  employment  is  terminated  for any of the following  reasons:  (A) the  Optionee's
continued  failure to  substantially  perform his duties with the Company or its Affiliates,  (B) the engaging by the Optionee in gross
misconduct  materially  and  demonstrably  injurious to the Company,  its  Affiliates  or their  Employees,  or (C) illicit drug use or
habitual alcohol use, or (D) the commission by the Optionee of any felony.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>14. AMENDMENT
OF THE PLAN.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) The Board at any time,
and from time to time, may amend the Plan, <I>provided, however,</I> that the
Board shall not amend the Plan more than once every six (6) months with respect
to the provisions of the section 8 of Plan (which relate to the amount, price
and timing of grants of Non-Employed Director Options), other than to comport
with changes in the Code, the Employee Retirement Income Security Act, or the
rules thereunder. However, except as provided in Section 13 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will: </FONT></P>

(i)               Increase the number of shares reserved for Stock Awards under the Plan;

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii) Modify the
requirements as to eligibility for participation in the Plan (to the extent such
modification requires stockholder approval in order for the Plan to satisfy the
requirements of Section 422 of the Code); or </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii) Modify the Plan in
any other way if such modification requires stockholder approval in order for
the Plan to satisfy the requirements of Section 422 of the Code. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) It is expressly
contemplated that the Board may amend the Plan in any respect the Board deems
necessary or advisable to provide Optionee with the maximum benefits provided or
to be provided under the provisions of the Code and the regulations promulgated
thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c) Rights and obligations
under any Stock Award granted before amendment of the Plan shall not be impaired
by any amendment of the Plan unless (i) the Company requests the consent of the
person to whom the Stock Award was granted and (ii) such person consents in
writing. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d) The Board at any time,
and from time to time, may amend the terms of any one or more Stock Award;
provided, however, that the rights and obligations under any Stock Award shall
not be impaired by any such amendment unless (i) the Company requests the
consent of the person to whom the Stock Award was granted and (ii) such person
consents in writing. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>15.
TERMINATION OR SUSPENSION OF THE PLAN.</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a) The Board may suspend
or terminate the Plan at any time. Unless sooner terminated, the Plan shall
terminate on February 2, 2007. No Stock Awards may be granted under the Plan
while the Plan is suspended or after it is terminated. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b) Rights and obligations
under any Stock Award granted while the Plan is in effect shall not be altered
or impaired by suspension or termination of the Plan, except with the consent of
the person to whom the Stock Award was granted. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>16. EFFECTIVE
DATE OF PLAN.</FONT></H2>

         The Plan shall become  effective as determined by the Board,  but no Stock Awards  granted under the Plan shall be exercisable
unless and until the Plan has been  approved by the  stockholders  of the Company,  and, if required,  an  appropriate  permit has been
issued by the Commissioner of Corporations of the State of California.




















<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 5.1</FONT></H2>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[Letterhead of
LATHAM &amp; WATKINS]</FONT></H1>

                                                             June 28, 2001

Scios Inc.
820 West Maude Avenue
Sunnyvale, California 94085

     Re: Registration Statement on Form S-8
         ----------------------------------

Ladies and Gentlemen:

         In  connection  with the  registration  of 3,795,000  shares of common  stock of the Company,  par value $0.001 per share (the
"Shares"),  issuable under the Company's 1992 Equity Incentive Plan and the Company's 1996 Non-Officer Stock Option Plan (the "Plans"),
under the Securities  Act of 1933, as amended (the "Act"),  by Scios Inc., a Delaware  corporation  (the  "Company"),  on Form S-8 (the
"Registration Statement"), you have requested our opinion with respect to the matters set forth below.

                  In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings
taken by the Company in connection with the authorization, issuance and sale of the Shares.  In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and instruments as we have deemed necessary or appropriate for purposes of this
opinion.

                  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

                  We are opining herein as to the effect on the subject transaction only the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies
within any state.

                  Subject to the foregoing, it is our opinion that the Shares have been duly authorized,  and, upon issuance,  delivery
and payment therefor in the manner  contemplated by the Plans and the Registration  Statement,  will be validly issued,  fully paid and
nonassessable.

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

                                                     Very truly yours,

                                                     /s/ Latham &amp; Watkins

<PAGE>


                                                     EXHIBIT 23.2

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CONSENT OF
INDEPENDENT ACCOUNTANTS</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
February&#160;7, 2001, except for Note 18b as to which the date is
March&#160;27, 2001, relating to the consolidated financial statements, which
appears in Scios Inc.&#145;s Annual Report on Form&#160;10-K for the year ended
December&#160;31, 2000. </FONT></P>

/s/ PricewaterhouseCoopers LLP


San Jose, California
June 28, 2001
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As filed with the Securities and Exchange Commission on June 28, 2001
                                                                                                                  Registration No. 333-
=======================================================================================================================================
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SCIOS INC.
(Exact name of registrant as specified in its charter)

              Delaware                                   SCIOS INC.                                  95-3701481
    (State or Other Jurisdiction                    820 West Maude Avenue                         (I.R.S. Employer
  of Incorporation or Organization)              Sunnyvale, California 94085                   Identification Number)
(408)
616-8200
(Address, including ZIP code, and
                                                telephone number, including area code,
                                             of registrant's principal executive offices)
SCIOS INC.
1992 EQUITY
INCENTIVE PLAN
and
SCIOS INC.
1996
NON-OFFICER STOCK OPTION PLAN
(Full Title of the Plans)
John H.
Newman
Senior Vice
President
SCIOS INC.
749 N. Mary Avenue
Sunnyvale,
California 94085
(408)
616-8200
(Name, address, including ZIP code, and telephone number,
                                              including area code, of agent for service)

                                                               Copy to:
                                                      Kimberly L. Wilkinson, Esq.
                                                           LATHAM &WATKINS
                                                   505 Montgomery Street, Suite 1900
                                                    San Francisco, California 94111
                                                            (415) 391-0600
CALCULATION
OF REGISTRATION FEE
============================================================================================================================
                                                              Proposed Maximum      Proposed Maximum
        Title of Securities to             Amount to be        Offering Price      Aggregate Offering       Amount of
            be Registered                 Registered(1)         Per Share (2)           Price(2)         Registration Fee
----------------------------------------------------------------------------------------------------------------------------
    Common Stock, $.001 Par Value        3,795,000 shares          $22.00             $83,490,000           $20,872.50
============================================================================================================================
(1)
The Scios Inc. 1992 Equity Incentive Plan authorizes the issuance of a maximum
of 6,500,000 shares of the Company's Common Stock in connection with stock
bonuses, restricted stock and upon the exercise of stock options, 1,500,000 of
which are being registered hereunder. The remaining 5,000,000 shares were
registered on two Registration Statements on Form S-8, the first filed August
31, 1992 (File No. 33-51590) for 3,500,000 shares and the second filed September
9, 1997 (File No. 333-35201) for 1,500,000 shares. The Scios Inc. 1996
Non-Officer Stock Option Plan authorizes the issuance of a maximum of 3,795,000
shares of the Company's Common Stock in connection with stock bonuses,
restricted stock and upon the exercise of stock options, 2,295,000 of which are
being registered hereunder. The remaining 1,500,000 shares were registered on
two Registration Statements on Form S-8, the first filed September 9, 1997 (File
No. 333-35201) for 700,000 shares and the second filed June 8, 1998 (File No.
333-56269) for 800,000 shares. No stock bonuses, restricted stock, stock options
or other awards have been granted with respect to the 3,795,000 shares being
registered hereunder.
(2)
Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(h), as amended, and is based on the average of the high and low sale
prices of the Common Stock, as reported on The Nasdaq National Market on June
26, 2001.
Proposed sale to take place as soon as practical after the Registration Statement becomes effective.
=======================================================================================================================================
PART I
Item 1. Plan
Information
Not required to be filed with this Registration Statement.
Item 2.
Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation
of Documents by Reference
The following documents filed by Scios Inc., a Delaware corporation (the "Company" or the "Registrant") under the
Securities Exchange Act of 1934, as amended, with the SEC are incorporated herein by reference.
(a)
Our prospectus supplement and accompanying prospectus filed pursuant to Rule
424(b) of the Securities Act of 1933, as amended with the SEC on June 19, 2001,
including any subsequently filed prospectus supplement updating such
description;
(b)      Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 15, 2001;
(c)
The description of our Common Stock, par value $.001 per share, contained in our
Registration Statement on Form 8-A, filed with the SEC on June 19, 1990,
including any subsequently filed amendments and reports updating such
description.
(d)      All other reports filed by the Company pursuant to Sections 13(a) and 15(d) of the Exchange Act since December 31,
                  2000.

                  In addition, all documents which we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, after
the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in
this Registration Statement and are a part hereof from the date of filing such documents.  Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4.
Description of Securities
Not applicable.
Item 5. Interests
of Named Experts and Counsel
Not applicable.
Item 6.
Indemnification of Directors and Officers
Under Section 145 of the General Corporation Law of the State of Delaware (DGCL), a corporation may indemnify its directors,
officers, employees and agents and its former directors, officers, employees and agents and those who serve, at the corporation's
request, in such capacities with another enterprise, against expenses (including attorney's fees), as well as judgments, fines and
settlements in nonderivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit or
proceeding in which they or any of them were or are made parties or are threatened to be made parties by reason of their serving or
having served in such capacity. The DGCL provides, however, that such person must have acted in good faith and in a manner he or she
reasonably believed to be in (or not opposed to) the best interests of the corporation and, in the case of a criminal action, such
person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the DGCL does not permit
indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the
corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity
for costs the court deems proper in light of liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter
has been successfully defended.

                  Article IV of our Amended and Restated Certificate of Incorporation, as amended, provides that we will indemnify our
directors and officers to the full extent permitted by law and that no director shall be liable for monetary damages to the
Registrant or its stockholders for any breach of fiduciary duty, except to the extent provided by applicable law (i) for any breach
of the director's duty of loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) for any unlawful payments or unlawful stock repurchases or
redemptions as provided in Section 174 of the DGCL, or (iv) for any transaction from which such director derived an improper personal
benefit.  In addition, under indemnification agreements with our directors, we are obligated, to the fullest extent permissible by
the DGCL, as it currently exists or may be amended, to indemnify and hold harmless our directors, from and against all expense,
liability and loss reasonably incurred or suffered by such directors.
Item 7. Exemption
from Registration Claimed
Not applicable.
Item 8.
Exhibits
The following documents are filed as part of this Registration Statement.

      Exhibit Number                                               Description
      --------------                                               -----------

            4.1              1992 Equity Incentive Plan.
            5.1              Opinion of Latham & Watkins regarding the legality of securities registered.
           23.1              Consent of Latham & Watkins (included in its opinion filed as Exhibit 5.1).
           23.2              Consent of PricewaterhouseCoopers LLP, Independent Accountants.
           24.1              Powers of Attorney (included in the signature page to this Registration Statement).
Item 9. Undertakings
(a)      We hereby undertake:

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

                           (i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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

                           (iii)    To include any material information with respect to the plan of distribution not previously
         disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the SEC
by us pursuant to Section 13 or Section 15(d) of the Exchange Act that
are incorporated by reference 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)      We hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of our
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.

         (h)      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors,
officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the
SEC 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
one of our directors, officers or controlling persons 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, we will, unless in the opinion of
our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by us 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, as amended,  we certify that we have reasonable  grounds
to believe that we meet all of the  requirements for filing on Form S-8 and have duly caused this  Registration  Statement to be signed
on our behalf by the undersigned,  thereunto duly authorized,  in the City of Sunnyvale,  State of California,  on this 28 day of June,
2001.

                                                          SCIOS INC.

                                                          By: /s/ Richard B. Brewer
                                                              -----------------------------------------------------
                                                                                        Richard B. Brewer
                                                                              President and Chief Executive Officer
POWER OF
ATTORNEY
KNOW ALL MEN
BY THESE PRESENTS:
That the undersigned officers and directors of Scios, Inc., a Delaware corporation, do hereby constitute and appoint
Richard B. Brewer, David W. Gryska and John H. Newman, and each of them, the lawful attorneys and agents, with full power and
authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of
them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as
amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration
Statement.  Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority
to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any
and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all
instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof,
and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or any of them, shall do or cause to be
done by virtue hereof.  This power of attorney may be signed in several counterparts.

                  IN WITNESS WHEREOF, each of the undersigned has executed this power of attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated.
Signature                                Title                                                         Date
---------                                -----                                                         ----

/s/ Richard B. Brewer                    President and Chief Executive Officer                     June 28, 2001
---------------------------------
Richard B. Brewer                        (Principal Executive Officer)

/s/ David W. Gryska                      Senior Vice President,                                    June 28, 2001
---------------------------------
David W. Gryska                          Finance and Chief Financial Officer
                                         (Principal Financial and Accounting Officer)

/s/ Donald B. Rice                       Chairman of the Board                                     June 28, 2001
---------------------------------
Donald B. Rice

/s/ Samuel H. Armacost                   Director                                                  June 28, 2001
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Samuel H. Armacost

/s/ Randal J. Kirk                       Director                                                  June 28, 2001
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Randal J. Kirk

/s/ Charles A. Sanders                   Director                                                  June 28, 2001
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Charles A. Sanders

/s/ Solomon H. Snyder                    Director                                                  June 28, 2001
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Solomon H. Snyder

/s/ Burton E. Sobel                      Director                                                  June 28, 2001
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Burton E. Sobel

                                         Director                                                  June __, 2001
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Eugene L. Step
SCIOS INC.
1992 EQUITY
INCENTIVE PLAN
Adopted
February 11, 1992
Approved by
Stockholders May 5, 1992
Amended
February 3, 1997
Approved By
Stockholders May 13, 1997
Amended
February 9, 1998
Approved By
Stockholders May 12, 1998
Amended
February 5, 2001
Approved by
Stockholders May 8, 2001
1. PURPOSES.
(a) The purpose of the 1992
Equity Incentive Plan (the "Plan") is to provide a means by which
Employees and Directors of and Consultants to the Company, and its Affiliates,
may be given an opportunity to benefit from increases in value of the stock of
the Company through the granting of (i) Incentive Stock Options, (ii)
Supplemental Stock Options, (iii) stock bonuses, and (iv) rights to purchase
restricted stock, all as defined below.
(b) The Company, by means
of the Plan, seeks to retain the services of persons who are now Employees or
Directors of or Consultants to the Company, to secure and retain the services of
new Employees, Directors and Consultants, and to provide incentives for such
persons to exert maximum efforts for the success of the Company.
(c) The Company intends
that the Stock Awards issued under the Plan shall, in the discretion of the
Board or any Committee to which responsibility for administration of the Plan
has been delegated pursuant to subsection 3(c), be either (i) Options granted
pursuant to section 6 or 8 hereof, including Incentive Stock Options and
Supplemental Stock Options, or (ii) stock bonuses or rights to purchase
restricted stock granted pursuant to section 7 hereof. All Options shall be
separately designated Incentive Stock Options or Supplemental Stock Options at
the time of grant, and in such form as issued pursuant to section 6, and a
separate certificate or certificates will be issued for shares purchased on
exercise of each type of Option.
2. DEFINITIONS.
(a)
"Affiliate"
means any parent corporation or subsidiary
corporation, whether now or hereafter existing, as those terms are defined in
Sections 424(e) and (f) respectively, of the Code.
(b)               "Board" means the Board of Directors of the Company.

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

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

(e)               "Company" means Scios Inc., a Delaware corporation.
(f)
"Consultant"
means any person, including an advisor, engaged by
the Company or an Affiliate to render services and who is compensated for such
services, provided that the term "Consultant" shall not include a
Director whose only services to the Company are provided in his capacity as a
Director.
(g)
"Continuous Status as an Employee, Director or Consultant"
means that the service of an individual to the Company, whether as an
Employee, Director, or Consultant is not interrupted or terminated by the
Company or any Affiliate. The Board or the chief executive officer of the
Company may determine, in that party's sole discretion, whether Continuous
Status as an Employee, Director or Consultant shall be considered interrupted in
the case of: (i) any leave of absence approved by the Board or the chief
executive officer, including sick leave, military leave, or any other personal
leave; or (ii) transfers between locations of the Company or between the
Company, Affiliates or its successor.
(h)
"Covered
Employee"
means the chief executive officer and the four (4) other
highest compensated officers of the Company for whom total compensation is
required to be reported to stockholders under the Exchange Act, as determined
for purposes of Section 162(m) of the Code.
(i)               "Director" means a member of the Board.

(j)               "Disability" means total and permanent disability as defined in Section 22(e)(3) of the Code.
(k)
"Employee"
means any person, including Officers and Directors,
employed by the Company or any Affiliate of the Company. Neither service as a
Director nor payment of a director's fee by the Company shall be sufficient
to constitute "employment" by the Company.
(l)               "Exchange Act" means the Securities Exchange Act of 1934, as amended.
(m)
"Incentive Stock Option"
means an Option intended to qualify as
an incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.
(n)               "Non-Employed  Director"  means a Director who is not an Employee or Consultant of the Company or an Affiliate of the
Company.
(o)
"Non-Employee Director"
means a Director who either (i) is not
a current Employee or Officer of the Company or its parent or subsidiary, does
not receive compensation (directly or indirectly) from the Company or its parent
or subsidiary for services rendered as a consultant or in any capacity other
than as a Director (except for an amount as to which disclosure would not be
required under Item 404(a) of Regulation S-K promulgated pursuant to the
Securities Act ("Regulation S-K")), does not possess an interest in
any other transaction as to which disclosure would be required under Item 404(a)
of Regulation S-K, and is not engaged in a business relationship as to which
disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is
otherwise considered a "non-employee director" for purposes of Rule
16b-3.
(p)
"Officer"
means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.
(q)               "Option" means a stock option granted pursuant to the Plan.
(r)
"Option
Agreement"
means a written agreement between the Company and an
Optionee evidencing the terms and conditions of an individual Option grant. Each
Option Agreement shall be subject to the terms and conditions of the Plan.
(s)               "Optionee" means an Employee, Director or Consultant who holds an outstanding Option.
(t)
"Outside
Director"
means a Director who either (i) is not a current
employee of the Company or an "affiliated corporation" (within the
meaning of the Treasury regulations promulgated under Section 162(m) of the
Code), is not a former employee of the Company or an "affiliated
corporation" receiving compensation for prior services (other than benefits
under a tax qualified pension plan), was not an officer of the Company or an
"affiliated corporation" at any time, and is not currently receiving
direct or indirect remuneration from the Company or an "affiliated
corporation" for services in any capacity other than as a Director, or
(ii) is otherwise considered an "outside director" for purposes
of Section 162(m) of the Code.
(u)               "Plan" means this 1992 Equity Incentive Plan.
(v)
"Rule
16b-3"
means Rule 16b-3 of the Exchange Act or any successor to Rule
16b-3, as in effect with respect to the Company at the time discretion is being
exercised regarding the Plan.
(w)               "Securities Act" means the Securities Act of 1933, as amended, with respect to the Company at the time.
(x)
"Stock
Award"
means any right granted under the Plan, including any Option,
any stock bonus and any right to purchase restricted stock.
(y)
"Stock
Award Agreement"
means a written agreement between the Company and a
holder of a Stock Award evidencing the terms and conditions of an individual
Stock Award grant. Each Stock Award Agreement shall be subject to the terms and
conditions of the Plan.
(z)               "Supplemental Stock Option" means an Option not intended to qualify as an Incentive Stock Option.
3.
ADMINISTRATION.
(a) The Plan shall be
administered by the Board unless and until the Board delegates administration to
a Committee, as provided in subsection 3(c).
(b) Subject to the
provisions of section 8, the Board shall have the power, subject to, and within
the limitations of, the express provisions of the Plan:
(i) To determine from time
to time which of the persons eligible under the Plan shall be granted Stock
Awards; when and how Stock Awards shall be granted; whether a Stock Award will
be an Incentive Stock Option, a Supplemental Stock Option, a stock bonus, a
right to purchase restricted stock, or a combination of the foregoing; the
provisions of each Stock Award granted (which need not be identical), including
the time or times when a person shall be permitted to receive stock pursuant to
a Stock Award; and the number of shares with respect to which Stock Awards shall
be granted to each such person.
(ii) To construe and
interpret the Plan and Stock Awards granted under it, and to establish, amend
and revoke rules and regulations for its administration. The Board, in the
exercise of this power, may correct any defect, omission or inconsistency in the
Plan or in any Stock Award Agreement, in a manner and to the extent it shall
deem necessary or expedient to make the Plan fully effective.
(iii)     To amend the Plan of a Stock Award as provided in section 14.
(iv) Generally, to exercise
such powers and to perform such acts as the Board deems necessary or expedient
to promote the best interests of the Company.
(c) The Board may delegate
administration of the Plan to a committee composed of not fewer than two (2)
members of the Board (the "Committee"), all of the members of which
Committee may be, in the discretion of the Board, Non-Employee Directors and/or
Outside Directors. If administration is delegated to a Committee, the Committee
shall have, in connection with the administration of the Plan, the powers
theretofore possessed by the Board, including the power to delegate to a
subcommittee of two (2) or more Outside Directors any of the administrative
powers the Committee is authorized to exercise (and references in this Plan to
the Board shall thereafter be to the Committee or such a subcommittee), subject,
however, to such resolutions, not inconsistent with the provisions of the Plan,
as may be adopted from time to time by the Board. Notwithstanding anything in
this section 3 to the contrary, the Board or the Committee may delegate to a
committee of one or more members of the Board the authority to grant Stock
Awards to eligible persons who (1) are not then subject to Section 16 of the
Exchange Act and/or (2) are either (i) not then Covered Employees and are not
expected to be Covered Employees at the time of recognition of income resulting
from such Stock Award, or (ii) not persons with respect to whom the Company
wishes to comply with Section 162(m) of the Code. The Board may abolish any such
committee at any time and revest in the Board the administration of the Plan.
4. SHARES
SUBJECT TO THE PLAN.
(a) Subject to the
provisions of section 13 relating to adjustments upon changes in stock, the
stock that may be issued pursuant to Stock Awards shall not exceed in the
aggregate six million five hundred thousand (6,500,000) shares of the
Company's common stock. If any Stock Award shall for any reason expire or
otherwise terminate, in whole or in part, without having been exercised in full,
the stock not acquired under such Stock Award shall revert to and again become
available for issuance under the Plan.
(b)               The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.
5. ELIGIBILITY.
(a) Incentive Stock Options
may be granted only to Employees. Stock Awards other than Incentive Stock
Options may be granted only to Employees, Directors or Consultants.
(b) No person shall be
eligible for the grant of an Incentive Stock Option if, at the time of grant,
such person owns (or is deemed to own pursuant to Section 424(d) of the Code)
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any of its Affiliates unless the
exercise price of such Incentive Stock Option is at least one hundred ten
percent (110%) of the fair market value of such stock at the date of grant and
the Incentive Stock Option is not exercisable after the expiration of five (5)
years from the date of grant.
(c) Subject to the
provisions of section 13 relating to adjustment upon changes in stock, no person
shall be eligible to be granted Options covering more than three hundred
thousand (300,000) shares of the Company's common stock in any calendar
year.
6. OPTION
PROVISIONS.
Each  Option  shall be in such form and shall  contain  such terms and  conditions  as the Board shall deem  appropriate.  The
provisions of separate  Options need not be identical,  but each Option shall include (through  incorporation  of provisions  hereof by
reference in the Option or otherwise) the substance of each of the following provisions:

(a)               Term.  No Option shall be exercisable after the expiration of ten (10) years from the date it was granted.
(b)
Price.
The exercise price of each Incentive Stock Option shall be not less than one
hundred percent (100%) of the fair market value of the stock subject to the
Option on the date the Option is granted. The exercise price of each
Supplemental Stock Option shall be not less than eighty-five percent (85%) of
the fair market value of the stock subject to the Option on the date the Option
is granted. Notwithstanding the foregoing, an Option (whether an Incentive Stock
Option or a Supplemental Stock Option) may be granted with an exercise price
lower than that set forth in the preceding sentence if such Option is granted
pursuant to an assumption or substitution for another option in a manner
satisfying the provisions of Section 424(a) of the Code.
(c)
Consideration
. The purchase price of stock acquired pursuant to an Option
shall be paid, to the extent permitted by applicable statutes and regulations,
either (i) in cash at the time the Option is exercised, or (ii) at the
discretion of the Board or the Committee, at the time of grant of an Incentive
Stock Option or either at the time of the grant or exercise of a Supplemental
Stock Option, (A) by delivery to the Company of other common stock of the
Company, (B) according to a deferred payment arrangement, except that payment of
the common stock's "par value" (as defined in the Delaware
General Corporation Law) shall not be made by deferred payment, or other
arrangement (which may include, without limiting the generality of the
foregoing, the use of other common stock of the Company) with the person to whom
the Option is granted or to whom the Option is transferred pursuant to
subsection 6(d), or (C) in any other form of legal consideration that may be
acceptable to the Board.
In the case of any deferred  payment  arrangement,  interest  shall be  compounded at least
annually and shall be
charged at the minimum rate of interest necessary to avoid the treatment as
interest, under any applicable provisions of the Code, of any amounts other than
amounts stated to be interest under the deferred payment arrangement.
(d)
Transferability.
An Incentive Stock Option shall not be transferable
except by will or by the laws of descent and distribution, and shall be
exercisable during the lifetime of the person to whom the Incentive Stock Option
is granted only by such person. A Supplemental Stock Option shall not be
transferable except by will or by the laws of descent and distribution (and
shall be exercisable during the lifetime of the person to whom the Supplemental
Stock Option is granted only by such person) unless the applicable Option
Agreement expressly provides for other transferability. Notwithstanding the
foregoing, the person to whom an Option is granted may, by delivering written
notice to the Company, in a form satisfactory to the Company, designate a third
party who, in the event of the death of the Optionee, shall thereafter be
entitled to exercise the Option.
(e)
Vesting.
The total number of shares of stock subject to an Option may, but need not, be
allotted in periodic installments (which may, but need not, be equal). The
Option Agreement may provide that from time to time during each of such
installment periods, the Option may become exercisable ("vest") with
respect to some or all of the shares allotted to that period, and may be
exercised with respect to some or all of the shares allotted to such period
and/or any prior period as to which the Option became vested but was not fully
exercised. During the remainder of the term of the Option (if its term extends
beyond the end of the installment periods), the option may be exercised from
time to time with respect to any shares then remaining subject to the Option.
The Option may be subject to such other terms and conditions on the time or
times when it may be exercised (which may be based on performance or other
criteria) as the Board may deem appropriate. The provisions of this subsection
6(e) are subject to any Option provisions governing the minimum number of shares
as to which an Option may be exercised.
(f)
Termination
of Status as an Employee, Director or Consultant.
An Option shall terminate
three (3) months after termination of the Continuous Status as an Employee,
Director or Consultant with the Company or an Affiliate, unless (i) such
termination is due to such person's Disability, in which case the Option
may, but need not, provide that it may be exercised at any time within one (1)
year following termination of the Continuous Status as an Employee, Director or
Consultant, or (ii) the Optionee dies while in the employ of or while serving as
a Consultant or Director to the Company or an Affiliate, or within not more than
three (3) months after termination of the Continuous Status as an Employee,
Director or Consultant in which case the Option may, but need not, provide that
it may be exercised at any time within eighteen (18) months following the death
of the Optionee by the person or persons to whom the Optionee's rights
under such option pass by will or by the laws of descent and distribution; or
(iii) the Option by its terms specifies either (A) that it shall terminate
sooner than three (3) months after termination of the Continuous Status as an
Employee, Director or Consultant, or (B) that it may be exercised more than
three (3) months after termination of the Continuous Status as an Employee,
Director or Consultant with the Company or an Affiliate. This subsection 6(f)
shall not be construed to extend the term of any Option or to permit anyone to
exercise the Option after expiration of its term, nor shall it be construed to
increase the number of shares as to which any Option is exercisable from the
amount exercisable on the date of termination of the Continuous Status as an
Employee, Director or Consultant.
(g)
Early
Exercise.
The Option may, but need not, include a provision whereby the
Optionee may elect at any time while an Employee, Director or Consultant to
exercise the Option as to any part or all of the shares subject to the Option
prior to the full vesting of the Option. Any unvested shares so purchased may be
subject to a repurchase right in favor of the Company or to any other
restriction the Board determines to be appropriate.
(h)
Re-Load
Options.
Without in any way limiting the authority of the Board or Committee
to make or not to make grants of Options hereunder, the Board or Committee shall
have the authority (but not an obligation) to include as part of any Option
Agreement a provision entitling the Optionee to a further Option (a
"Re-Load Option") in the event the Optionee exercises the Option
evidenced by the Option Agreement, in whole or in part, by surrendering other
shares of common stock in accordance with this Plan and the terms and conditions
of the Option Agreement. Any such Re-Load Option (i) shall be for a number of
shares equal to the number of shares surrendered as part or all of the exercise
price of such Option; (ii) shall have an expiration date which is the same as
the expiration date of the Option the exercise of which gave rise to such
Re-Load Option; and (iii) shall have an exercise price which is equal to one
hundred percent (100%) of the fair market value of the common stock subject to
the Re-Load Option on the date of exercise of the original Option or, in the
case of a Re-Load Option which is an Incentive Stock Option and which is granted
to a 10% stockholder (as described in subsection 5(b)), shall have an exercise
price which is equal to one hundred ten percent (110%) of the fair market value
of the stock subject to the Re-Load Option on the date of exercise of the
original Option.
Any such Re-Load  Option may be an Incentive  Stock Option or a Supplemental  Stock Option,  as the
Board or Committee may
designate at the time of the grant of the original Option, provided, however,
that the designation of any Re-Load Option as an Incentive Stock Option shall be
subject to the one hundred thousand dollar ($100,000) annual limitation on
exercisability of Incentive Stock Options described in subsection 12(d) of the
Plan and in Section 422(d) of the Code. There shall be no Re-Load Options on a
Re-Load Option. Any such Re-Load Option shall be subject to the availability of
sufficient shares under subsection 4(a) and the limits on the grants of Options
under subsection 5(c) and shall be subject to such other terms and conditions as
the Board or Committee may determine which are not inconsistent with the express
provisions of the Plan regarding the terms of Options.
7.                TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

         Each stock bonus or restricted  stock purchase  agreement shall be in such form and shall contain such terms and conditions as
the Board or the Committee  shall deem  appropriate.  The terms and conditions of stock bonus or restricted  stock purchase  agreements
may change from time to time,  and the terms and  conditions  of separate  agreements  need not be  identical,  but each stock bonus or
restricted  stock  purchase  agreement  shall include  (through  incorporation  of  provisions  hereof by reference in the agreement or
otherwise) the substance of each of the following provisions as appropriate:
(a)
Purchase
Price.
The purchase price under each stock purchase agreement shall be such
amount as the Board or Committee shall determine and designate in such Stock
Award Agreement. Notwithstanding the foregoing, the Board or the Committee may
determine that eligible participants in the Plan may be awarded stock pursuant
to a stock bonus agreement in consideration for past services actually rendered
to the Company or for its benefit.
(b)
Transferability.
No rights under a stock bonus or restricted stock
purchase agreement shall be transferable, except by will or the laws of descent
and distribution, unless the applicable Stock Award Agreement expressly provides
for other transferability.
(c)
Consideration.
The purchase price of stock acquired pursuant to a stock
purchase agreement shall be paid either: (i) in cash at the time of purchase;
(ii) at the discretion of the Board or the Committee, according to a deferred
payment arrangement, except that payment of the common stock's "par
value" (as defined in the Delaware General Corporation Law) shall not be
made by deferred payment, or other arrangement with the person to whom the stock
is sold; or (iii) in any other form of legal consideration that may be
acceptable to the Board or the Committee in their discretion. Notwithstanding
the foregoing, the Board or the Committee to which administration of the Plan
has been delegated may award stock pursuant to a stock bonus agreement in
consideration for past services actually rendered to the Company or for its
benefit.
(d)
Vesting.
Shares of stock sold or awarded under the Plan may, but need not, be subject to
a repurchase option in favor of the Company in accordance with a vesting
schedule to be determined by the Board or the Committee.
(e)
Termination
of Employment or Relationship as a Director or Consultant.
In the event a
Participant's Continuous Status as an Employee, Director or Consultant
terminates, the Company may repurchase or otherwise reacquire any or all of the
shares of stock held by that person which have not vested as of the date of
termination under the terms of the stock bonus or restricted stock purchase
agreement between the Company and such person.
8.
NON-EMPLOYED DIRECTOR OPTIONS.
(a) Only Non-Employed
Directors shall be eligible to receive Options as provided for in this section
8. All Options granted pursuant to this section 8 shall be subject to all other
provisions of the Plan, as modified by this section 8.
(b)               The following Non-Employed Director Options shall be granted under the Plan:
(i) Each person who is on
or after the date hereof elected for the first time to be a Non-Employed
Director shall, upon the date of his initial election to be a Non-Employed
Director by the Board or stockholders of the Company, automatically be granted a
Supplemental Stock Option to purchase ten thousand (10,000) shares of the
Company's common stock (subject to adjustment as provided in section 13
hereof) on such date.
(ii) Each Non-Employed
Director who serves on the Company's Board of Directors shall automatically
be granted, at each annual meeting where the director is elected to the Board, a
Supplemental Stock Option to purchase ten thousand (10,000) shares of the
Company's common stock (subject to adjustment as provided in section 13
hereof).
(c) The exercise price of
each Non-Employed Director Option shall be one hundred percent (100%) of the
fair market value of the stock subject to such Option on the date such Option is
granted.
(d) The term of each
Non-Employed Director Option commences on the date it is granted and, unless
sooner terminated as set forth herein, expires on the date ("Expiration
Date") ten (10) years from the date of grant. The term of each Non-Employed
Director Option may terminate sooner than such Expiration Date if the
Optionee's service as a Non-Employed Director (or subsequent services as an
Employee) of the Company terminates for any reason or for no reason. In the
event of such termination of service, the Option shall terminate on the earlier
of the Expiration Date or the date twelve (12) months following the date of
termination of service; provided, however, that if such termination of service
is due to the Optionee's death, the Option shall terminate on the earlier
of the Expiration Date or eighteen (18) months following the date of the
Optionee's death. In any and all circumstances, a Non-Employed Director
Option may be exercised following termination of the Optionee's service to
the Company only as to that number of shares as to which it was exercisable on
the date of termination of such service under the provisions of subsections 8(f)
and 8(g). Notwithstanding the foregoing, if exercise within the foregoing
periods is prohibited under subsection 10(b) below, the term of the Option shall
be extended to a date thirty (30) days following the first date on which the
condition of subsection 10(b) of the Plan has been met, and the Option shall be
exercisable as to the number of shares that could have been exercised on the
date of termination of service had the condition of subsection 10(b) been
satisfied on that date.
(e) Payment of the exercise
price of each Non-Employed Director Option is due in full in cash upon any
exercise when the number of shares being purchased upon such exercise is less
than 1,000 shares; but when the number of shares being purchased upon an
exercise is 1,000 or more shares, the Optionee may elect to make payment of the
exercise price under one of the following alternatives:
(i)               Payment of the exercise price per share in cash at the time of exercise; or
(ii) Provided that at the
time of exercise the Company's common stock is publicly traded and quoted
regularly in
The Wall Street Journal
, payment by delivery of
already-owned shares of common stock of the Company owned by the Optionee for at
least six (6) months and owned free and clear of any liens, claims, encumbrances
or security interests, which common stock shall be valued at fair market value
on the date of exercise; or
(iii)             Payment by a combination of the methods of payment specified in subsections 8(e)(i) and 8(e)(ii) above.
(f)
(i)
Subject to the provisions of section 13, the Non-Employed Director Options
described in subsection 8(b) shall become exercisable in twelve equal monthly
installments from the date of grant; provided that shares shall become
exercisable only during period that the Optionee is a Non-Employed Director of
the Company.
(ii)    Subject to the limitations  contained herein including,  without  limitation,  those contained in subsection
10(b) and section 16, each Option shall be exercisable with respect to each  installment on or after the date of vesting  applicable to
such  installment,  provided,  however,  that the minimum number of shares with respect to which a Non-Employed  Director Option may be
exercised at any one time is one hundred (100), except that the last exercise thereunder may be less than one hundred (100).
(g) No Non-Employed
Director, individually or as a member of a group, and no beneficiary or other
person claiming under or through him, shall have any right, title or interest in
or to any option reserved for the purposes of the Plan except as to such shares
of common stock, if any, as shall have been reserved for him pursuant to an
option granted to him.
(h) It shall be a condition
precedent to the Company's obligation to issue or transfer shares to a
Non-Employed Director, or to evidence the removal of any restrictions on
transfer, that such Non-Employed Director make arrangements satisfactory to the
Company to insure that the amount of any federal or other withholding tax
required to be withheld with respect to such sale or transfer, or such removal
or lapse, is made available to the Company for timely payment of such tax.
9.
CANCELLATION AND RE-GRANT OF OPTIONS.
(a) Except with respect to
Non-Employed Director Options, the Board or the Committee shall have the
authority to effect, at any time and from time to time, with the consent of the
affected holders of Options, (i) the repricing of any outstanding Options under
the Plan and/or (ii) the cancellation of any outstanding Options under the Plan
and the grant in substitution therefor of new Options under the Plan covering
the same or different numbers of shares of stock, but having an exercise price
per share not less than the minimum exercise price required pursuant to
subsections 5(b) and 6(b) on the new grant date. Notwithstanding the foregoing,
the Board or the Committee may grant an Option with an exercise price lower than
that set forth above if such Option and/or Stock Appreciation Right is granted
as part of a transaction to which section 424(a) of the Code applies.
(b) Shares subject to an
Option canceled under this Section 9 shall continue to be counted against the
maximum award of Options permitted to be granted pursuant to subsection 5(c) of
the Plan. The repricing of an Option under this Section 9, resulting in a
reduction of the exercise price, shall be deemed to be a cancellation of the
original Option and the grant of a substitute Option in the event of such
repricing, both the original and the substituted Options shall be counted
against the maximum awards of Options permitted to be granted pursuant to
subsection 5(c) of the Plan. The provisions of this subsection 9(b) shall be
applicable only to the extent required by Section 162(m) of the Code.
10. COVENANTS
OF THE COMPANY.
(a) During the terms of the
Stock Awards, the Company shall keep available at all times the number of shares
of stock required to satisfy such Stock Awards up to the number of shares of
stock authorized under the Plan.
(b) The Company shall seek
to obtain from each regulatory commission or agency having jurisdiction over the
Plan such authority as may be required to issue and sell shares of stock under
the Stock Awards; provided, however, that this undertaking shall not require the
Company to register under the Securities Act either the Plan, any Stock Award or
any stock issued or issuable pursuant to any such Stock Award. If, after
reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of stock under the Plan, the Company shall be
relieved from any liability for failure to issue and sell stock under such Stock
Awards unless and until such authority is obtained.
11. USE OF
PROCEEDS FROM STOCK.
Proceeds from the sale of stock pursuant to Stock Awards shall constitute general funds of the Company.
12.
MISCELLANEOUS.
(a) Except with respect to
Non-Employed Director Options, the Board shall have the power to accelerate the
time at which a Stock Award may first be exercised or the time during which a
Stock Award or any part thereof will vest, notwithstanding the provisions in the
Stock Award stating the time at which it may first be exercised or the time
during which it will vest.
(b) Neither an Optionee nor
any person to whom a Stock Award is transferred under subsection 6(d) or 7(b)
shall be deemed to be the holder of, or to have any of the rights of a holder
with respect to, any shares subject to such Stock Award unless and until such
person has satisfied all requirements for exercise of the Stock Award pursuant
to its terms.
(c) Nothing in the Plan or
any instrument executed or Stock Award granted pursuant thereto shall confer
upon any Employee, Director, Consultant, Optionee, or other holder of Stock
Awards any right to continue in the employ of the Company or any Affiliate (or
to continue acting as a Director or Consultant) or shall affect the right of the
Company or any Affiliate to terminate the employment of any Employee, with or
without cause, or the right of the Company's Board of Directors and/or the
Company's stockholders to remove any Director as provided in the
Company's Bylaws and the provisions of the Delaware General Corporation Law
or the right to terminate the relationship of any Consultant subject to the
terms of such Consultant's agreement with the Company or Affiliate.
(d) To the extent that the
aggregate fair market value (determined at the time of grant) of stock with
respect to which Incentive Stock Options granted after 1986 are exercisable for
the first time by any Optionee during any calendar year under all plans of the
Company and its Affiliates exceeds one hundred thousand dollars ($100,000), the
Options or portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as Supplemental Stock Options.
(e)
Withholding.
To the extent provided by the terms of a Stock Award
Agreement, the person to whom a Stock Award is granted may satisfy any federal,
state or local tax withholding obligation relating to the exercise of
acquisition of such Stock Award by any of the following means or by a
combination of such means: (1) tendering a cash payment; (2) authorizing the
Company to withhold shares from the shares of the common stock otherwise
issuable to the participant as a result of the exercise or acquisition of stock
under the Stock Award; or (3) delivering to the Company owned and unencumbered
shares of the common stock of the Company.
(f) The Company may require
any person to whom a Stock Award is granted, or any person to whom a Stock Award
is transferred pursuant to subsection 6(d) or 7(b), as a condition of exercising
or acquiring stock under any Stock Award, (i) to give written assurances
satisfactory to the Company as to such person's knowledge and experience in
financial and business matters and/or to employ a purchaser representative
reasonably satisfactory to the Company who is knowledgeable and experienced in
financial and business matters, and that he or she is capable of evaluating,
alone or together with the purchaser representative, the merits and risks of
exercising the Stock Award; and (ii) to give written assurances
satisfactory to the Company stating that such person is acquiring the stock
subject to the Stock Award for such person's own account and not with any
present intention of selling or otherwise distributing the stock. The foregoing
requirements, and any assurances given pursuant to such requirements, shall be
inoperative if a. the issuance of the shares upon the exercise or
acquisition of stock under the Stock Award has been registered under a then
currently effective registration statement under the Securities Act, or
b. as to any particular requirement, a determination is made by counsel for
the Company that such requirement need not be met in the circumstances under the
then applicable securities laws. The Company may, upon advice of counsel to the
Company, place legends on stock certificates issued under the Plan as such
counsel deems necessary or appropriate in order to comply with applicable
securities laws, including, but not limited to, legends restricting the transfer
of the stock.
13.
ADJUSTMENTS UPON CHANGES IN STOCK.
(a) If any change is made
in the stock subject to the Plan, or subject to any Stock Award, without the
receipt of consideration by the Company (through merger, consolidation,
reorganization, recapitalization, reincorporation, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares, change in corporate structure or other transaction
not involving the receipt of consideration by the Company), the Plan will be
appropriately adjusted in the type(s) and the maximum number of securities
subject to the Plan pursuant to subsection 4(a) and the limitation of subsection
5(c), and the outstanding Stock Awards will be appropriately adjusted in the
type(s) and number of securities and price per share of stock subject to such
outstanding Stock Awards. Such adjustments shall be made by the Board or the
Committee, the determination of which shall be final, binding and conclusive.
(The conversion of any convertible securities of the Company shall not be
treated as a "transaction not involving the receipt of consideration by the
Company.")
(b) In the event of: (1) a
dissolution or liquidation of the Company; (2) a merger or consolidation in
which the Company is not the surviving corporation; (3) a reverse merger in
which the Company is the surviving corporation but the shares of the
Company's common stock outstanding immediately preceding the merger are
converted by virtue of the merger into other property, whether in the form of
securities, cash or otherwise; or (4) any other capital reorganization in which
more than fifty percent (50%) of the shares of the Company entitled to vote are
exchanged, then, at the sole discretion of the Board and to the extent permitted
by applicable law: (i) any surviving corporation shall assume any Stock Awards
outstanding under the Plan or shall substitute similar Stock Awards for those
outstanding under the Plan, (ii) such Stock Awards shall continue in full force
and effect, or (iii) any outstanding unexercised rights under any Stock Awards
shall be terminated if not exercised prior to such event, provided, however,
that with respect to Stock Awards then held by persons performing services for
the Company or an Affiliate, the time during which such Stock Awards become
vested or may be exercised shall be accelerated prior to such termination.
(c)      In the event a change in control (as  hereinafter  defined)  occurs at the Company after the date of adoption of this
Plan and,  within one (1) year of such  change in  control,  (i) an  Optionee's  employment  with the  Company  and its  Affiliates  is
terminated  other  than for cause (as  hereinafter  defined),  or (ii) a  Non-Employee  Director's  directorship  with the  Company  is
terminated by the Company or by the  Non-Employee  Director for any reason or for no reason,  Options held by such terminated  Employee
or Director may be exercised in full following  such  termination  without regard to the vesting  limitations to which such Options are
otherwise  subject.  For the  purposes of the  foregoing,  a "change in control"  shall have  occurred if (i) any person (as defined in
Section 13 of the Exchange Act) acquires  shares,  other than  directly  from the Company,  and thereby  becomes the owner of more than
thirty  percent (30%) of the Company's  outstanding  shares (on a fully diluted  basis) or (ii) the Company enters into a merger (other
than one in connection with a voluntary change of corporate  domicile or similar  reorganization  or  recapitalization  transaction) in
which the  stockholders  of the Company  (determined  immediately  prior to the merger) do not own at least fifty  percent (50%) of the
outstanding  shares of the surviving  entity after the merger.  For purposes of the  foregoing,  a termination  shall be deemed to have
been made for "cause" in the event the  Optionee's  employment  is  terminated  for any of the following  reasons:  (A) the  Optionee's
continued  failure to  substantially  perform his duties with the Company or its Affiliates,  (B) the engaging by the Optionee in gross
misconduct  materially  and  demonstrably  injurious to the Company,  its  Affiliates  or their  Employees,  or (C) illicit drug use or
habitual alcohol use, or (D) the commission by the Optionee of any felony.
14. AMENDMENT
OF THE PLAN.
(a) The Board at any time,
and from time to time, may amend the Plan,
provided, however,
that the
Board shall not amend the Plan more than once every six (6) months with respect
to the provisions of the section 8 of Plan (which relate to the amount, price
and timing of grants of Non-Employed Director Options), other than to comport
with changes in the Code, the Employee Retirement Income Security Act, or the
rules thereunder. However, except as provided in Section 13 relating to
adjustments upon changes in stock, no amendment shall be effective unless
approved by the stockholders of the Company within twelve (12) months before or
after the adoption of the amendment, where the amendment will:
(i)               Increase the number of shares reserved for Stock Awards under the Plan;
(ii) Modify the
requirements as to eligibility for participation in the Plan (to the extent such
modification requires stockholder approval in order for the Plan to satisfy the
requirements of Section 422 of the Code); or
(iii) Modify the Plan in
any other way if such modification requires stockholder approval in order for
the Plan to satisfy the requirements of Section 422 of the Code.
(b) It is expressly
contemplated that the Board may amend the Plan in any respect the Board deems
necessary or advisable to provide Optionee with the maximum benefits provided or
to be provided under the provisions of the Code and the regulations promulgated
thereunder relating to Incentive Stock Options and/or to bring the Plan and/or
Incentive Stock Options granted under it into compliance therewith.
(c) Rights and obligations
under any Stock Award granted before amendment of the Plan shall not be impaired
by any amendment of the Plan unless (i) the Company requests the consent of the
person to whom the Stock Award was granted and (ii) such person consents in
writing.
(d) The Board at any time,
and from time to time, may amend the terms of any one or more Stock Award;
provided, however, that the rights and obligations under any Stock Award shall
not be impaired by any such amendment unless (i) the Company requests the
consent of the person to whom the Stock Award was granted and (ii) such person
consents in writing.
15.
TERMINATION OR SUSPENSION OF THE PLAN.
(a) The Board may suspend
or terminate the Plan at any time. Unless sooner terminated, the Plan shall
terminate on February 2, 2007. No Stock Awards may be granted under the Plan
while the Plan is suspended or after it is terminated.
(b) Rights and obligations
under any Stock Award granted while the Plan is in effect shall not be altered
or impaired by suspension or termination of the Plan, except with the consent of
the person to whom the Stock Award was granted.
16. EFFECTIVE
DATE OF PLAN.
The Plan shall become  effective as determined by the Board,  but no Stock Awards  granted under the Plan shall be exercisable
unless and until the Plan has been  approved by the  stockholders  of the Company,  and, if required,  an  appropriate  permit has been
issued by the Commissioner of Corporations of the State of California.
EXHIBIT 5.1
[Letterhead of
LATHAM & WATKINS]
June 28, 2001

Scios Inc.
820 West Maude Avenue
Sunnyvale, California 94085

     Re: Registration Statement on Form S-8
         ----------------------------------

Ladies and Gentlemen:

         In  connection  with the  registration  of 3,795,000  shares of common  stock of the Company,  par value $0.001 per share (the
"Shares"),  issuable under the Company's 1992 Equity Incentive Plan and the Company's 1996 Non-Officer Stock Option Plan (the "Plans"),
under the Securities  Act of 1933, as amended (the "Act"),  by Scios Inc., a Delaware  corporation  (the  "Company"),  on Form S-8 (the
"Registration Statement"), you have requested our opinion with respect to the matters set forth below.

                  In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings
taken by the Company in connection with the authorization, issuance and sale of the Shares.  In addition, we have made such legal and
factual examinations and inquiries, including an examination of originals or copies, certified or otherwise identified to our
satisfaction, of such documents, corporate records and instruments as we have deemed necessary or appropriate for purposes of this
opinion.

                  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies.

                  We are opining herein as to the effect on the subject transaction only the General Corporation Law of the State of
Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other
jurisdiction or, in the case of Delaware, any other laws, or as to any matters of municipal law or the laws of any local agencies
within any state.

                  Subject to the foregoing, it is our opinion that the Shares have been duly authorized,  and, upon issuance,  delivery
and payment therefor in the manner  contemplated by the Plans and the Registration  Statement,  will be validly issued,  fully paid and
nonassessable.

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

                                                     Very truly yours,

                                                     /s/ Latham & Watkins
EXHIBIT 23.2
CONSENT OF
INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation
by reference in this Registration Statement on Form S-8 of our report dated
February 7, 2001, except for Note 18b as to which the date is
March 27, 2001, relating to the consolidated financial statements, which
appears in Scios Inc.'s Annual Report on Form 10-K for the year ended
December 31, 2000.
/s/ PricewaterhouseCoopers LLP

San Jose, California
June 28, 2001