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As filed with the Securities and Exchange Commission on May 8, 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>2001
EMPLOYEE STOCK PURCHASE PLAN</FONT></H1>

                                                 (Full Title of the Plan)


<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

<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         375,000 shares           $24.34              $9,127,500             $2,282
============================================================================================================================
</PRE>
     Company's  Common Stock to eligible  employees.  On May 8th of each year hereafter,  the number of shares reserved for
     issuance under the Plan shall be automatically  increased by the lesser of: (i) 200,000 shares;  (ii) one percent (1%)
     of the Company's  outstanding  shares on May 8th of each year; or (iii) such lesser amount determined by the Company's
     Board of Directors.  375,000 shares are 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  ($24.34) of the high  ($25.42) and low ($23.25)  sale prices of the Common  Stock,  as reported on The
     Nasdaq National Market on May 4, 2001.
           Proposed sale to take place as soon as practical after the Registration Statement becomes effective.
===========================================================================================================================



<PAGE>




                                                          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 Annual Report on Form 10-K for the fiscal year ended  December 31, 2000,  filed with the SEC on March
                  30, 2001;

         (b)      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; and

         (c)      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              Scios Inc. 2001 Employee Stock Purchase 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.
           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 8th day of May, 2001.

                                                          SCIOS INC.



                                                          By:
                                                              -----------------------------------------------------
                                                                                  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 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.
<PRE>
Signature                                          Title                                          Date
---------                                          -----                                          ----
/s/ Richard B. Brewer                              President and Chief Executive Officer   May 8, 2001
------------------------------------------
Richard B. Brewer                                  (Principal Executive Officer)


/s/ David W. Gryska                                Senior Vice President, Finance and
------------------------------------------
David W. Gryska                                    Chief Financial Officer                 May 8, 2001
                                                   (Principal Accounting Officer)


/s/ Donald B. Rice                                 Chairman of the Board                   May 8, 2001
------------------------------------------
Donald B. Rice
/s/ Samuel H. Armacost                             Director                                May 8, 2001
------------------------------------------
Samuel H. Armacost
/s/ Randal J. Kirk                                 Director                                May 8, 2001
------------------------------------------
Randal J. Kirk
/s/ Charles A. Sanders                             Director                                May 8, 2001
------------------------------------------
Charles A. Sanders
/s/ Solomon H. Snyder                              Director                                May 8, 2001
------------------------------------------
Solomon H. Snyder
/s/ Burton E. Sobel                                Director                                May 8, 2001
------------------------------------------
Burton E. Sobel
/s/ Eugene L. Step                                 Director                                May 8, 2001
------------------------------------------
Eugene L. Step
</PRE>

<PAGE>




<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 4.1</FONT></H2>

<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>2001
EMPLOYEE STOCK PURCHASE PLAN</FONT></H1>

         The Scios Inc.  2001  Employee  Stock  Purchase  Plan has been  established  and operated in  accordance  with the
following provisions.

         1.       Purpose.  The purpose of this Plan is to maintain a competitive equity  compensation  program to attract,
                  -------
motivate,  retain,  and compensate present and future employees of the Company and its Participating  Subsidiaries;  and to
provide incentive for such employees to acquire a proprietary  interest (or increase an existing  proprietary  interest) in
the Company  through the purchase of Common  Stock,  and  therefore  more closely  align the interests of the employees and
shareowners  of the Company.  It is the  intention of the Company  that this Plan  qualify as an "Employee  Stock  Purchase
Plan" under Section 423 of the Code.  The  provisions of this Plan will,  accordingly,  be  administered,  interpreted  and
construed in a manner consistent with the requirements of Section 423 of the Code.

         2.       Definitions.  Capitalized terms not otherwise defined in this Plan have the following meanings:
                  -----------

         "Agent" means E*Trade or such successor agent as the Company may employ.

         "Board" means the Board of Directors of the Company.

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

         "Common Stock" means the Common Stock of the Company.

         "Company" means Scios Inc., a Delaware corporation, and any successor by merger, consolidation or otherwise.

         "Compensation"  means all cash  compensation  paid to an Employee by the  Company or a  Participating  Subsidiary,
including all salary,  wages  (including  amounts  elected to be deferred by the Employee,  but would  otherwise  have been
paid,  under any cash or deferred  arrangement  established by the Company or a  Participating  Subsidiary),  overtime pay,
commissions,  bonuses,  and other  remuneration paid directly to the Employee;  but excluding the cost of employee benefits
paid by the Company or a Participating  Subsidiary,  education or tuition reimbursements,  imputed income arising under any
Company or  Participating  Subsidiary  group insurance or benefit  program,  travel  expenses,  business and moving expense
reimbursements,  income received in connection with stock options,  contributions  made by the Company or any Participating
Subsidiary under any employee benefit plan, and similar items of compensation.

         "Continuous  Status as an  Employee"  means the  absence  of any  interruption  or  termination  of  service as an
Employee.  Continuous  Status as an Employee will not be considered  interrupted  in the case of a leave of absence  agreed
to in  writing by the  Company or a  Participating  Subsidiary,  provided  that such leave is for a period of not more than
ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute.

         "Contributions" means all amounts credited to the account of a Participant pursuant to this Plan.

         "Employee"  means  any  person,  including  an  Officer,  who  is  customarily  employed  by  the  Company  or any
Participating Subsidiary for at least twenty (20) hours per week and for more than five (5) months in any calendar year.

         "Eligible  Employee"  means an Employee  who is eligible  to  participate  in this Plan,  in  accordance  with the
provisions of Section 3.
              ---------

         "Enrollment Date" means the first day of each Enrollment Period of this Plan.

         "Enrollment  Period" for an Offering Period means the period  commencing on the May 1 or November 1 preceding such
Offering  Period and  terminating on the fifth (5th) Trading Day prior to the first  calendar day of such Offering  Period,
during which an Eligible Employee may elect to become a Participant in this Plan for such Offering Period.

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

         "Exercise Date" means a Purchase Date of an Offering Period.

         "Fair Market  Value" means the fair market value of a share of Common Stock,  as  determined  in  accordance  with
Section 7(b).
------------

         "Grant Date" means the first Trading Day of an Offering Period.

         "New Exercise Date" has the meaning set forth in Section 18(b).
                                                          -------------

         "Offering  Period" means one of the following  periods during which an option granted pursuant to this Plan may be
exercised:

                  (a)      The period  commencing  on any June 1 and  terminating  on the last  Trading Day  preceding  the
         twelve-month anniversary of the commencement of such period.

                  (b)      The period  commencing on any December 1 and  terminating  on the last Trading Day preceding the
         twelve-month anniversary of the commencement of such period.

                  Notwithstanding the foregoing,  the initial Offering Period under the Plan shall commence on May 16, 2001
and shall terminate on the last Trading Day preceding June 1, 2002.

         "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.

         "Parent"  means any  corporation  (other than the Company) in an unbroken  chain of  corporations  ending with the
Company if, on the relevant  date,  each of the  corporations  other than the Company owns stock  possessing  fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

         "Participant"  means an Eligible  Employee who has elected to  participate  in the Plan,  in  accordance  with the
provisions of Section 5.
              ---------

         "Participating  Subsidiary"  means, on the relevant date, any Subsidiary  designated by the Board. The Board shall
designate  from  among the  Subsidiaries,  as  determined  from time to time,  the  "Participating  Subsidiaries,"  and may
designate, or terminate the designation of, a Subsidiary without the approval of the stockholders of the Company.

         "Plan" means this Scios Inc. 2001 Employee Stock Purchase Plan.

         "Purchase  Dates" mean, with respect to an Offering  Period,  the last Trading Days in May and November  occurring
during such Offering Period.

         "Reserves" has the meaning set forth in Section 18(a).
                                                 -------------

         "Securities Act" means the Securities Act of 1933, as amended.

         "Subsidiary"  means any corporation  (other than the Company) in an unbroken chain of corporations  beginning with
the Company if, on the relevant date, each of the  corporations  other than the last corporation in the unbroken chain owns
stock  possessing  fifty  percent  (50%) or more of the total  combined  voting power of all classes of stock in one of the
other corporations in such chain.

         "Trading  Day" means a day on which the National  Stock  Exchanges  and the  National  Association  of  Securities
Dealers Automated Quotation (NASDAQ) System are open for trading.

         3.       Eligibility.
                  -----------

                  (a)      Any Employee who has been  continuously  employed by the Company or a  Participating  Subsidiary
who is  employed by the Company or a  Participating  Subsidiary  on the fifth  Trading  Day  preceding  the first day of an
Offering Period will be eligible to participate in this Plan during such Offering  Period,  subject to the  requirements of
Section 5 and the limitations imposed by Section 423(b) of the Code.
---------

                  (b)      Any provisions of this Plan to the contrary notwithstanding,  (i) no Employee will be granted an
option under this Plan if immediately  after the grant,  such Employee (or any other person whose stock would be attributed
to such  Employee  pursuant to Section  424(d) of the Code) would own stock  and/or  hold  outstanding  options to purchase
stock  possessing  five  percent  (5%) or more of the total  combined  voting power or value of all classes of stock of the
Company or of any Subsidiary or any Parent;  or (ii) as determined  under Section  423(b)(8) of the Code, an option granted
to an Employee  under this Plan shall not permit his or her rights to  purchase  stock under all  employee  stock  purchase
plans  (described  in Section  423 of the Code) of the Company  and its  Subsidiaries  and Parents to accrue at a rate that
exceeds  Twenty-Five  Thousand Dollars ($25,000) of the Fair Market Value of such stock (determined at the time such option
is granted) for each calendar year in which such option is outstanding at any time.

         4.       Implementation.  This Plan will be  implemented  by a series of  Offering  Periods,  as  specified  under
                  --------------
Section 2. The Board will have the power to change the  duration  and/or the  frequency  of Offering  Periods and  Exercise
---------
Dates with respect to future  offerings  without  shareholder  approval,  if such change is announced at least fifteen (15)
days prior to the scheduled beginning of the first Offering Period or Exercise Date to be affected.

         5.       Participation.
                  -------------

                  (a)      An Eligible  Employee may become a Participant in this Plan for any Offering Period by enrolling
during the  Enrollment  Period of such Offering  Period;  provided,  however,  that,  to become a Participant  in this Plan
during the Enrollment  Period for such Offering Period,  an Eligible  Employee must complete the written or electronic form
of  subscription  agreement  provided by the Company  during such  Enrollment  Period.  Each Eligible  Employee who enrolls
during the  Enrollment  Period of an Offering  Period and who is employed by the Company or a  Participating  Subsidiary on
the first  Trading  Day of such  Offering  Period  shall be  granted an option  with  respect  to such  Offering  Period in
accordance  with Section 7(b) and shall  participate  in such  Offering  Period.  Each election to enroll in this Plan will
                 ------------
identify the percentage of the  Participant's  Compensation to be paid as  Contributions by payroll  deduction  pursuant to
this Plan (as provided in Section 6), and will continue in effect until the  Participant  makes a new  enrollment  election
                          ---------
pursuant to the  provisions of this Section 5, or amends or terminates  his or her  participation  in this Plan pursuant to
                                    ---------
the provisions of Sections 6 and 10.
                  -----------------

                  (b)      A  Participant  who has been granted an option with respect to an Offering  Period in accordance
with this Section 7 and is participating in such Offering Period may not enroll in any subsequent  Offering Period,  unless
          ---------
such  subsequent  Offering  Period  commences  after  the  end  of  the  Offering  Period  in  which  such  Participant  is
participating,  or the Offering Period in which such  Participant is  participating  terminates in accordance with Section
                                                                                                                   --------
5(c) and such Participant is automatically enrolled in a Reset Offering Period.
----

                  (c)      If the Fair  Market  Value of a share of Common  Stock on the Grant Date of an  Offering  Period
(the "Reset  Offering  Period") is less than or equal to the Fair Market Value of a share of Common Stock on the Grant Date
of any prior Offering  Period,  such prior Offering Period shall terminate  immediately  following the Purchase Date of the
prior Offering  Period  preceding the Grant Date of the Reset  Offering  Period.  All  Participants  participating  in such
prior Offering Period shall terminate  participation  in such prior Offering  Period,  and all options with respect to such
prior Offering  Period shall  terminate,  effective  immediately  following the purchases of shares of Common Stock by such
Participants  on such Purchase Date.  Each such  Participant  who is eligible to  participate in the Reset Offering  Period
shall be  automatically  enrolled  in the Reset  Offering  Period and shall be  granted  an option for such Reset  Offering
Period and shall be treated as  electing  to make  Contributions  in the  amount of the  percentage  of such  Participant's
Compensation  elected with respect to the prior  Offering  Period and in effect on such Purchase  Date.  Any  Contributions
credited to such  Participant's  account after such  Participant's  purchase of shares of Common Stock on the Purchase Date
of the prior Offering Period will be paid to him or her as soon as  administratively  practicable after such termination of
participation;  provided,  however,  that, if such remaining  Contributions  are  insufficient  to purchase a full share of
Common Stock, such Contributions will be carried over and remain credited to such Participant's account.

         6.       Method of Payment of Contributions.
                  ----------------------------------

                  (a)      A Participant  will elect to deduct  automatically  on each payday during an Offering Period not
less than one percent (1%) nor more than fifteen percent (15%) (in whole percentages  only) of his or her Compensation,  to
be paid as Contributions  pursuant to this Plan. Such deductions shall be determined  based on the  Participant's  election
in effect  on the  payday on which  such  Compensation  is paid.  Payroll  deductions  will  commence  on the first  payday
following  the Grant  Date and shall end on the last  payday  during the  Offering  Period,  unless  (i) the  Participant's
participation  in such Offering Period  terminates  pursuant to Section 5(c) or (ii) the  Participant  amends or terminates
                                                                ------------
his or her  participation  in  this  Plan  pursuant  to the  provisions  of  Sections  6 and 10 of the  Plan.  All  payroll
                                                                             ------------------
deductions  made by a Participant  will be credited to his or her account  under this Plan. A Participant  may not make any
additional payments into such account.

                  (b)      A Participant may discontinue  his or her  participation  in this Plan as provided in Section 10
                                                                                                                 ----------
or, at any time during each  Offering  Period,  may  increase or decrease the rate of his or her  Contributions  by payroll
deductions  to any whole  percentage  of not less than one percent (1%) and not more than  fifteen  percent  (15%),  or may
suspend  Contributions  by payroll  deductions,  by making a  Contribution  increase,  decrease or  suspension  request.  A
Participant's  election to suspend  Contributions  during an Offering  Period shall not limit such  Participant's  right to
resume  payroll  deductions  at a later date during the  Offering  Period by electing an increase in  Contributions  to any
whole  percentage of not less than one percent (1%) and not more than fifteen  percent  (15%).  The  increase,  decrease or
suspension  in  Contributions  will  be  effective  as soon  as  administratively  practicable  following  the  date of the
Contribution increase, decrease or suspension request.

                  (c)      Notwithstanding  the foregoing,  to the extent necessary to comply with Section 423(b)(8) of the
Code and Section  3(b),  the  Company  may reduce a  Participant's  rate of  Contributions  to zero at such time during any
         -------------
Offering  Period.  Payroll  deductions will  re-commence at the rate provided by the Participant in his or her subscription
agreement  to the extent such  Contributions  may be applied to purchase  shares of Common  Stock in  accordance  with Code
Section 423(b)(8) and Section 3(b) and the Plan, unless terminated by the Participant as provided in Section 10.
                      ------------                                                                   ----------

         7.       Option Grants.
                  -------------

                  (a)      On the Grant Date of each Offering  Period,  each  Participant  in such Offering  Period will be
granted  an  option to  purchase,  on each  Exercise  Date of such  Offering  Period,  a number  of shares of Common  Stock
determined  by dividing  such  Participant's  Contributions  accumulated  prior to such  Exercise  Date and retained in the
Participant's  account as of the Exercise Date by the lesser of (i)  eighty-five  percent (85%) of the Fair Market Value of
a share of Common  Stock on the Grant  Date,  or (ii)  eighty-five  percent  (85%) of the Fair  Market  Value of a share of
Common Stock on the Exercise Date; and,  provided,  however,  that such Participant may not purchase more than 2,000 shares
of Common Stock under such option;  provided,  further,  that such  Participant  may not purchase more than 1,000 shares of
Common Stock under such option on any Purchase Date;  and,  provided,  further,  that such purchases will be subject to the
limitations set forth in Section 3(b) and Section 12.
                         ------------     ----------

                  (b)      The option price per share of the shares offered in a given  Offering  Period will be the lesser
of (i)  eighty-five  percent  (85%) of the  Fair  Market  Value of a share of  Common  Stock  on the  Grant  Date;  or (ii)
eighty-five  percent  (85%) of the Fair  Market  Value of a share of Common  Stock on the  Exercise  Date.  The Fair Market
Value of a share of Common Stock on a given date will be  determined by the Board in its  discretion,  based on the closing
price of the  Common  Stock for such date (or,  in the event  that the  Common  Stock is not  traded on such  date,  on the
immediately  preceding  Trading Day), as reported by the National  Association of Securities  Dealers  Automated  Quotation
(Nasdaq)  National  Market or, if such price is not reported,  the mean of the bid and asked prices per share of the Common
Stock as  reported by Nasdaq or, in the event the Common  Stock is listed on a stock  exchange,  the Fair Market  Value per
share will be the closing  price on such  exchange  on such date (or,  in the event that the Common  Stock is not traded on
such date, on the immediately preceding Trading Day), as reported in The Wall Street Journal.

         8.       Exercise of Option.
                  ------------------

                  (a)      Unless a  Participant  withdraws  from this Plan as provided in Section 10, his or her option to
                                                                                           ----------
purchase  shares of Common Stock will be exercised  automatically  on each  Exercise  Date of an Offering  Period,  and the
maximum number of full shares subject to the option will be purchased at the applicable  option price with the  accumulated
Contributions  in his or her  account.  The shares  purchased  upon  exercise of an option  hereunder  will be deemed to be
transferred  to the  Participant  on the Exercise  Date.  During his or her lifetime,  a  Participant's  option to purchase
shares hereunder is exercisable only by him or her.

                  (b)      Following  the  purchase  of shares of Common  Stock by a  Participant  on an  Exercise  Date in
accordance with subsection (a) above, any Contributions  remaining in such Participant's  account immediately following the
purchase of shares on such Exercise Date shall be returned to the Participant as soon as  administratively  practicable and
in no event  shall  such  remaining  Contributions  be  applied  towards  the  purchase  of shares of Common  Stock by such
Participant on any subsequent Exercise Date; provided,  however, that, if such remaining  Contributions are insufficient to
purchase a full share of Common Stock, such  Contributions  will be carried over and remain credited to such  Participant's
account.

         9.       Deposit of Shares.  As promptly as  practicable  after each Exercise  Date,  the Company will arrange for
                  -----------------
the deposit,  into each  Participant's  account with the broker  designated by the Company to administer  this Plan, of the
number of shares purchased upon exercise of his or her option.

         10.      Voluntary Withdrawal; Termination of Employment.
                  -----------------------------------------------

                  (a)      A Participant may withdraw all, but not less than all, of the  Contributions  credited to his or
her account  under this Plan at any time before the tenth (10th)  calendar day prior to an Exercise  Date, by notifying the
Company  in writing or  electronically  on a form  provided  by the  Company  for such  purpose.  All of the  Participant's
Contributions  credited  to his or her account  will be paid to him or her as soon as  administratively  practicable  after
receipt  of his  or her  notice  of  withdrawal;  the  Participant's  option  for  the  current  Offering  Period  will  be
automatically terminated; and no further Contributions for the purchase of shares will be made during the Offering Period.

                  (b)      Upon termination of a Participant's  Continuous  Status as an Employee prior to an Exercise Date
for any reason,  including  retirement or death, the  Contributions  credited to his or her account will be returned to the
Participant  or, in the case of his or her death,  to the person or persons  entitled  thereto  under  Section  14, and the
                                                                                                       -----------
Participant's option will be automatically terminated.

                  (c)      A  Participant's  withdrawal  from this Plan during an Offering  Period will not have any effect
upon his or her  eligibility to participate in this Plan during any succeeding  Offering Period or in any similar plan that
may hereafter be adopted by the Company.

         11.      Interest.  No interest will accrue on the Contributions of a Participant in this Plan.
                  --------

         12.      Common Stock.
                  ------------

                  (a)      The maximum number of shares of the Company's  Common Stock that will be made available for sale
under this Plan will be 175,000  shares,  plus an annual increase to be added on each  anniversary  date of the adoption of
the Plan  during the term of the Plan equal to the least of (i) 200,000  shares,  (ii) one  percent  (1%) of the  Company's
outstanding  shares on such  anniversary  date or (iii) a lesser amount  determined  by the Board,  in each case subject to
adjustment  upon  changes in  capitalization  of the  Company,  as provided in Section 18. Such shares may be newly  issued
                                                                               ----------
shares or shares  reacquired  in private  transactions  or open  market  purchases.  If and to the extent that any right to
purchase  reserved  shares shall not be exercised by any  Participant  for any reason,  or if such right to purchase  shall
terminate  as provided  herein,  shares that have not been so purchased  hereunder  shall again  become  available  for the
purposes of this Plan,  unless this Plan shall have been  terminated,  but all shares sold under this Plan,  regardless  of
source,  shall be counted  against the  limitation set forth above.  If the total number of shares that would  otherwise be
subject to options  granted  pursuant to Section 7(a) on the Grant Date of an Offering  Period exceeds the number of shares
                                         ------------
then  available  under  this Plan  (after  deduction  of all  shares  for which  options  have been  exercised  or are then
outstanding),  the  Company  will make a pro rata  allocation  of the shares  remaining  available  for option  grant in as
uniform a manner as will be  practicable  and as it will  determine to be equitable.  In such event,  the Company will give
written  notice of such reduction of the number of shares subject to the option to each  Participant  affected  thereby and
will similarly reduce the rate of Contributions, if necessary.

                  (b)      Participants  will have no interests or voting  rights in Common Stock  covered by their options
until such options have been exercised.

                  (c)      Shares to be delivered to a  Participant  under this Plan will be  registered in the name of the
Participant.

         13.      Administration.  The Board,  or a committee  appointed by the Board,  will supervise and administer  this
                  --------------
Plan and will  have  full  power  to  adopt,  amend  and  rescind  any  rules  deemed  desirable  and  appropriate  for the
administration  of this Plan and not  inconsistent  with this Plan,  to construe and interpret  this Plan,  and to make all
other determinations necessary or advisable for the administration of this Plan.

         14.      Designation of Beneficiary.
                  --------------------------

                  (a)      A Participant  may file a written  designation of a beneficiary who is to receive any shares and
cash, if any, from the  Participant's  account under this Plan in the event of such  Participant's  death. If a Participant
is married and the designated  beneficiary is not the spouse,  spousal consent will be required for such  designation to be
effective.

                  (b)      Such  designation of beneficiary  may be changed by the Participant  (and his or her spouse,  if
any) at any time by  written  notice.  In the event of the  death of a  Participant  and in the  absence  of a  beneficiary
validly  designated  under this Plan who is living at the time of such  Participant's  death, the Company will deliver such
shares  and/or  cash to the  executor  or  administrator  of the  estate  of the  Participant,  or if no such  executor  or
administrator  has been  appointed (to the  knowledge of the Company),  the Company,  in its  discretion,  may deliver such
shares  and/or  cash to the spouse or to any one or more  dependents  or  relatives  of the  Participant,  or if no spouse,
dependent or relative is known to the Company, then to such other person as the Company may designate.

         15.      Transferability.  Neither  Contributions  credited to a Participant's  account nor any rights with regard
                  ---------------
to the  exercise of an option or to receive  shares  under this Plan may be  assigned,  transferred,  pledged or  otherwise
disposed of in any way (other  than by will,  the laws of descent  and  distribution,  or as provided in Section 14) by the
                                                                                                         ----------
Participant.  Any such attempt at assignment,  transfer,  pledge or other  disposition will be without effect,  except that
the Company may treat such act as an election to withdraw funds in accordance with Section 10.
                                                                                   ----------

         16.      Use of Funds.  All  Contributions  received  or held by the  Company  under  this Plan may be used by the
                  ------------
Company for any  corporate  purpose,  and the Company will not be obligated to segregate  such  Contributions.  No interest
will accrue or be credited with respect to such Contributions.

         17.      Reports.  Individual  accounts  will be  maintained  for each  Participant  in this Plan.  Statements  of
                  -------
account will be made  available to  Participants  either in electronic or written  format by the Agent or Company  promptly
following each Exercise Date, which statements will set forth the amounts of  Contributions,  the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.

         18.      Adjustments Upon Changes in Capitalization; Corporate Transactions.
                  ------------------------------------------------------------------

                  (a)      Adjustment.  Subject to any required  action by the  shareowners  of the Company,  the number of
                           ----------
shares of Common Stock  covered by each option under this Plan that has not yet been  exercised and the number of shares of
Common  Stock  that  have  been  authorized  for  issuance  under  this  Plan but have not yet  been  placed  under  option
(collectively,  the  "Reserves"),  as well as the price per share of Common  Stock  covered by each option  under this Plan
that has not yet been  exercised,  will be  proportionately  adjusted  for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split,  reverse stock split, stock dividend,  combination or reclassification
of the Common Stock,  or any other increase or decrease in the number of shares of Common Stock  effected,  without receipt
of consideration by the Company;  provided,  however, that conversion of any convertible securities of the Company will not
be deemed to have been "effected  without  receipt of  consideration."  Such  adjustment  will be made by the Board,  whose
determination in that respect will be final,  binding and conclusive.  Except as expressly  provided herein, no issuance by
the Company of shares of stock of any class,  or  securities  convertible  into shares of stock of any class,  will affect,
and no  adjustment  by reason  thereof will be made with respect to, the number or price of shares of Common Stock  subject
to an option.

                  (b)      Corporate  Transactions.  In the  event  of  the  proposed  dissolution  or  liquidation  of the
                           -----------------------
Company,  the Offering  Period will  terminate  immediately  prior to the  consummation  of such  proposed  action,  unless
otherwise  provided  by the  Board.  In the  event of a  proposed  sale of all or  substantially  all of the  assets of the
Company, or the merger of the Company with or into another  corporation,  each option under this Plan will be assumed or an
equivalent  option  will be  substituted  by such  successor  corporation  or a  parent  or  subsidiary  of such  successor
corporation,  unless the Board  determines,  in the  exercise  of its sole  discretion  and in lieu of such  assumption  or
substitution,  to shorten the Offering  Period then in progress by setting a new Exercise Date (the "New  Exercise  Date").
If the Board shortens the Offering  Period then in progress in lieu of assumption or  substitution in the event of a merger
or sale of assets,  the Board will notify each  Participant  in writing,  at least ten (10) days prior to the New  Exercise
Date,  that the Exercise  Date for his or her option has been  changed to the New Exercise  Date and that his or her option
will be exercised  automatically  on the New Exercise  Date,  unless  prior to such date he or she has  withdrawn  from the
Offering  Period as  provided  in Section  10. For  purposes of this  Section,  an option  granted  under this Plan will be
                                  -----------
deemed to be assumed if, following the sale of assets or merger,  the option confers the right to purchase,  for each share
of option  stock  subject  to the option  immediately  prior to the sale of assets or merger,  the  consideration  (whether
stock,  cash or other securities or property)  received in the sale of assets or merger by holders of Common Stock for each
share of Common  Stock held on the  effective  date of the  transaction  (and,  if such  holders  were  offered a choice of
consideration,  the type of consideration  chosen by the holders of a majority of the outstanding  shares of Common Stock);
provided,  however, that if such consideration  received in the sale of assets or merger was not solely common stock of the
successor  corporation  or its parent (as defined in Section  424(e) of the Code),  the Board may,  with the consent of the
successor  corporation and the Participant,  provide for the consideration to be received upon exercise of the option to be
solely common stock of the successor  corporation  or its parent equal in fair market value to the per share  consideration
received by holders of Common Stock and the sale of assets or merger.

                  The Board may, if it so  determines  in the  exercise of its sole  discretion,  also make  provision  for
adjusting the Reserves,  as well as the price per share of Common Stock covered by each  outstanding  option,  in the event
that  the  Company  effects  one or more  reorganizations,  recapitalizations,  rights  offerings  or  other  increases  or
reductions of shares of its outstanding  Common Stock,  and in the event of the Company being  consolidated  with or merged
into any other corporation.

         19.      Amendment or Termination.
                  ------------------------

                  (a)      The Board may at any time terminate or amend this Plan; provided,  however, that (i) the Company
will obtain  shareowner  approval of any  amendment  that would  increase  the number of shares of Common Stock that may be
issued under the Plan or would make a change in the  designation of  corporations  whose  employees may be offered  options
under this Plan; (ii) except as provided in Section 18, no such  termination  may affect options  previously  granted,  nor
                                            ----------
may an amendment make any change in any option  theretofore  granted that adversely  affects the rights of any Participant;
and (iii) to the extent  necessary to comply with Rule 16b-3 under the Exchange  Act, or under  Section 423 of the Code (or
any successor rule or provision or any applicable law or regulation),  the Company will obtain shareowner  approval in such
a manner and to such a degree as so required.

                  (b)      Without  shareowner  consent  and  without  regard to  whether  any  Participant  rights  may be
considered to have been adversely  affected,  the Board (or its committee) will be entitled to change the Offering  Periods
and  Exercise  Dates,  limit the  frequency  and/or  number of changes in the amount  withheld  during an Offering  Period,
establish  the  exchange  ratio  applicable  to amounts  withheld in a currency  other than U.S.  dollars,  permit  payroll
withholding  in  excess of the  amount  designated  by a  Participant  in order to adjust  for  delays or  mistakes  in the
Company's  processing of properly  completed  withholding  elections,  establish  reasonable waiting and adjustment periods
and/or  accounting  and crediting  procedures to ensure that amounts  applied  toward the purchase of Common Stock for each
Participant  properly  correspond  with amounts  withheld from the  Participant's  Compensation,  and establish  such other
limitations or procedures as the Board (or its committee)  determines in its sole discretion  advisable that are consistent
with this Plan.

         20.      Notices.  All notices or other  communications  by a  Participant  to the Company  under or in connection
                  -------
with this Plan will be deemed to have been duly given when  received in the form  specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21.      Conditions  Upon  Issuance  of Shares.  Shares will not be issued  with  respect to an option  unless the
                  -------------------------------------
exercise of such option and the  issuance  and delivery of such shares  pursuant  thereto  will comply with all  applicable
provisions of law,  domestic or foreign,  including,  without  limitation,  the  Securities  Act of 1933,  as amended,  the
Exchange Act, the rules and regulations promulgated  thereunder,  and the requirements of any stock exchange upon which the
shares may then be listed,  and will be further  subject to the  approval of counsel for the Company  with  respect to such
compliance.

         As a condition  to the  exercise of an option,  the  Company  may  require  the person  exercising  such option to
represent  and  warrant at the time of any such  exercise  that the  shares are being  purchased  only for  investment  and
without any present  intention  to sell or  distribute  such shares if, in the opinion of counsel for the  Company,  such a
representation is required by any of the aforementioned applicable provisions of law.

         22.      Term of Plan;  Effective  Date.  This Plan will become  effective upon its approval by the shareowners of
                  ------------------------------
the Company.  It will continue in effect for a term of ten (10) years unless sooner terminated under Section 19.
                                                                                                     ----------

         23.      Additional  Restrictions  of Rule 16b-3.  The terms and conditions of options  granted  hereunder to, and
                  ---------------------------------------
the purchase of shares by,  persons  subject to Section 16 of the Exchange Act will comply with the  applicable  provisions
of Rule 16b-3.  This Plan will be deemed to contain,  and such options will  contain,  and the shares  issued upon exercise
thereof will be subject to, such  additional  conditions and  restrictions  as may be required by Rule 16b-3 to qualify for
the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

         24.      Equal Rights and Privileges.  All Eligible Employees of the Company (or of any Participating  Subsidiary)
                  ----------------------------
will have equal rights and  privileges  under this Plan so that this Plan  qualifies as an "employee  stock  purchase plan"
within the meaning of Section 423 of the Code or applicable  Treasury  regulations  thereunder.  Any provision of this Plan
that is inconsistent  with Section 423 or applicable  Treasury  regulations  will,  without further act or amendment by the
Company or the Board,  be reformed to comply with the equal rights and privileges  requirement of Section 423 or applicable
Treasury regulations.


                                                       * * * * * * *

                  I hereby  certify  that the Scios Inc.  2001  Employee  Stock  Purchase  Plan was adopted by the Board of
Directors of Scios Inc. on March 2, 2001.

         Executed at Sunnyvale, California on this 25th day of April, 2001.


                                                     /s/ John H. Newman
                                                     --------------------------------------------
                                                     Secretary


                                                       * * * * * * *

                  I hereby certify that the Scios Inc. 2001 Employee  Stock Purchase Plan was approved by the  shareholders
of Scios Inc. on May 8, 2001.

                  Executed at Sunnyvale, California on this 8th day of May, 2001.



                                                     /s/ John H. Newman
                                                     --------------------------------------------
                                                     Secretary




<PAGE>



<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>

                                                        May 8, 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 375,000 shares of common stock of the Company,  par value $0.001 per share
(the "Shares"),  issuable under the Company's Employee Stock Purchase Plan (the "Plan"),  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 Plan 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>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 23.2</FONT></H1>

<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
May 8, 2001
</BODY>
</HTML>
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{"company-data": {"conformed-name": "SCIOS INC", "cik": "0000726512", "assigned-sic": "2834", "irs-number": "953701481", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60412", "film-number": "1625405"}, "business-address": {"street1": "820 W MAUDE AVE", "city": "SUNNYVALE", "state": "CA", "zip": "94086", "phone": "4159661550"}, "mail-address": {"street1": "820 W MAUDE AVENUE", "city": "SUNNYVALE", "state": "CA", "zip": "94085"}, "former-company": [{"former-conformed-name": "SCIOS INC", "date-changed": "19920703"}, {"former-conformed-name": "CALIFORNIA BIOTECHNOLOGY INC", "date-changed": "19920302"}]}
As filed with the Securities and Exchange Commission on May 8, 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.
2001
EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
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
============================================================================================================================
                                                              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         375,000 shares           $24.34              $9,127,500             $2,282
============================================================================================================================
Company's  Common Stock to eligible  employees.  On May 8th of each year hereafter,  the number of shares reserved for
     issuance under the Plan shall be automatically  increased by the lesser of: (i) 200,000 shares;  (ii) one percent (1%)
     of the Company's  outstanding  shares on May 8th of each year; or (iii) such lesser amount determined by the Company's
     Board of Directors.  375,000 shares are 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  ($24.34) of the high  ($25.42) and low ($23.25)  sale prices of the Common  Stock,  as reported on The
     Nasdaq National Market on May 4, 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 Annual Report on Form 10-K for the fiscal year ended  December 31, 2000,  filed with the SEC on March
                  30, 2001;

         (b)      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; and

         (c)      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              Scios Inc. 2001 Employee Stock Purchase 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.
           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 8th day of May, 2001.

                                                          SCIOS INC.

                                                          By:
                                                              -----------------------------------------------------
                                                                                  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 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   May 8, 2001
------------------------------------------
Richard B. Brewer                                  (Principal Executive Officer)

/s/ David W. Gryska                                Senior Vice President, Finance and
------------------------------------------
David W. Gryska                                    Chief Financial Officer                 May 8, 2001
                                                   (Principal Accounting Officer)

/s/ Donald B. Rice                                 Chairman of the Board                   May 8, 2001
------------------------------------------
Donald B. Rice
/s/ Samuel H. Armacost                             Director                                May 8, 2001
------------------------------------------
Samuel H. Armacost
/s/ Randal J. Kirk                                 Director                                May 8, 2001
------------------------------------------
Randal J. Kirk
/s/ Charles A. Sanders                             Director                                May 8, 2001
------------------------------------------
Charles A. Sanders
/s/ Solomon H. Snyder                              Director                                May 8, 2001
------------------------------------------
Solomon H. Snyder
/s/ Burton E. Sobel                                Director                                May 8, 2001
------------------------------------------
Burton E. Sobel
/s/ Eugene L. Step                                 Director                                May 8, 2001
------------------------------------------
Eugene L. Step
EXHIBIT 4.1
SCIOS INC.
2001
EMPLOYEE STOCK PURCHASE PLAN
The Scios Inc.  2001  Employee  Stock  Purchase  Plan has been  established  and operated in  accordance  with the
following provisions.

         1.       Purpose.  The purpose of this Plan is to maintain a competitive equity  compensation  program to attract,
                  -------
motivate,  retain,  and compensate present and future employees of the Company and its Participating  Subsidiaries;  and to
provide incentive for such employees to acquire a proprietary  interest (or increase an existing  proprietary  interest) in
the Company  through the purchase of Common  Stock,  and  therefore  more closely  align the interests of the employees and
shareowners  of the Company.  It is the  intention of the Company  that this Plan  qualify as an "Employee  Stock  Purchase
Plan" under Section 423 of the Code.  The  provisions of this Plan will,  accordingly,  be  administered,  interpreted  and
construed in a manner consistent with the requirements of Section 423 of the Code.

         2.       Definitions.  Capitalized terms not otherwise defined in this Plan have the following meanings:
                  -----------

         "Agent" means E*Trade or such successor agent as the Company may employ.

         "Board" means the Board of Directors of the Company.

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

         "Common Stock" means the Common Stock of the Company.

         "Company" means Scios Inc., a Delaware corporation, and any successor by merger, consolidation or otherwise.

         "Compensation"  means all cash  compensation  paid to an Employee by the  Company or a  Participating  Subsidiary,
including all salary,  wages  (including  amounts  elected to be deferred by the Employee,  but would  otherwise  have been
paid,  under any cash or deferred  arrangement  established by the Company or a  Participating  Subsidiary),  overtime pay,
commissions,  bonuses,  and other  remuneration paid directly to the Employee;  but excluding the cost of employee benefits
paid by the Company or a Participating  Subsidiary,  education or tuition reimbursements,  imputed income arising under any
Company or  Participating  Subsidiary  group insurance or benefit  program,  travel  expenses,  business and moving expense
reimbursements,  income received in connection with stock options,  contributions  made by the Company or any Participating
Subsidiary under any employee benefit plan, and similar items of compensation.

         "Continuous  Status as an  Employee"  means the  absence  of any  interruption  or  termination  of  service as an
Employee.  Continuous  Status as an Employee will not be considered  interrupted  in the case of a leave of absence  agreed
to in  writing by the  Company or a  Participating  Subsidiary,  provided  that such leave is for a period of not more than
ninety (90) days or reemployment upon the expiration of such leave is guaranteed by contract or statute.

         "Contributions" means all amounts credited to the account of a Participant pursuant to this Plan.

         "Employee"  means  any  person,  including  an  Officer,  who  is  customarily  employed  by  the  Company  or any
Participating Subsidiary for at least twenty (20) hours per week and for more than five (5) months in any calendar year.

         "Eligible  Employee"  means an Employee  who is eligible  to  participate  in this Plan,  in  accordance  with the
provisions of Section 3.
              ---------

         "Enrollment Date" means the first day of each Enrollment Period of this Plan.

         "Enrollment  Period" for an Offering Period means the period  commencing on the May 1 or November 1 preceding such
Offering  Period and  terminating on the fifth (5th) Trading Day prior to the first  calendar day of such Offering  Period,
during which an Eligible Employee may elect to become a Participant in this Plan for such Offering Period.

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

         "Exercise Date" means a Purchase Date of an Offering Period.

         "Fair Market  Value" means the fair market value of a share of Common Stock,  as  determined  in  accordance  with
Section 7(b).
------------

         "Grant Date" means the first Trading Day of an Offering Period.

         "New Exercise Date" has the meaning set forth in Section 18(b).
                                                          -------------

         "Offering  Period" means one of the following  periods during which an option granted pursuant to this Plan may be
exercised:

                  (a)      The period  commencing  on any June 1 and  terminating  on the last  Trading Day  preceding  the
         twelve-month anniversary of the commencement of such period.

                  (b)      The period  commencing on any December 1 and  terminating  on the last Trading Day preceding the
         twelve-month anniversary of the commencement of such period.

                  Notwithstanding the foregoing,  the initial Offering Period under the Plan shall commence on May 16, 2001
and shall terminate on the last Trading Day preceding June 1, 2002.

         "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.

         "Parent"  means any  corporation  (other than the Company) in an unbroken  chain of  corporations  ending with the
Company if, on the relevant  date,  each of the  corporations  other than the Company owns stock  possessing  fifty percent
(50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

         "Participant"  means an Eligible  Employee who has elected to  participate  in the Plan,  in  accordance  with the
provisions of Section 5.
              ---------

         "Participating  Subsidiary"  means, on the relevant date, any Subsidiary  designated by the Board. The Board shall
designate  from  among the  Subsidiaries,  as  determined  from time to time,  the  "Participating  Subsidiaries,"  and may
designate, or terminate the designation of, a Subsidiary without the approval of the stockholders of the Company.

         "Plan" means this Scios Inc. 2001 Employee Stock Purchase Plan.

         "Purchase  Dates" mean, with respect to an Offering  Period,  the last Trading Days in May and November  occurring
during such Offering Period.

         "Reserves" has the meaning set forth in Section 18(a).
                                                 -------------

         "Securities Act" means the Securities Act of 1933, as amended.

         "Subsidiary"  means any corporation  (other than the Company) in an unbroken chain of corporations  beginning with
the Company if, on the relevant date, each of the  corporations  other than the last corporation in the unbroken chain owns
stock  possessing  fifty  percent  (50%) or more of the total  combined  voting power of all classes of stock in one of the
other corporations in such chain.

         "Trading  Day" means a day on which the National  Stock  Exchanges  and the  National  Association  of  Securities
Dealers Automated Quotation (NASDAQ) System are open for trading.

         3.       Eligibility.
                  -----------

                  (a)      Any Employee who has been  continuously  employed by the Company or a  Participating  Subsidiary
who is  employed by the Company or a  Participating  Subsidiary  on the fifth  Trading  Day  preceding  the first day of an
Offering Period will be eligible to participate in this Plan during such Offering  Period,  subject to the  requirements of
Section 5 and the limitations imposed by Section 423(b) of the Code.
---------

                  (b)      Any provisions of this Plan to the contrary notwithstanding,  (i) no Employee will be granted an
option under this Plan if immediately  after the grant,  such Employee (or any other person whose stock would be attributed
to such  Employee  pursuant to Section  424(d) of the Code) would own stock  and/or  hold  outstanding  options to purchase
stock  possessing  five  percent  (5%) or more of the total  combined  voting power or value of all classes of stock of the
Company or of any Subsidiary or any Parent;  or (ii) as determined  under Section  423(b)(8) of the Code, an option granted
to an Employee  under this Plan shall not permit his or her rights to  purchase  stock under all  employee  stock  purchase
plans  (described  in Section  423 of the Code) of the Company  and its  Subsidiaries  and Parents to accrue at a rate that
exceeds  Twenty-Five  Thousand Dollars ($25,000) of the Fair Market Value of such stock (determined at the time such option
is granted) for each calendar year in which such option is outstanding at any time.

         4.       Implementation.  This Plan will be  implemented  by a series of  Offering  Periods,  as  specified  under
                  --------------
Section 2. The Board will have the power to change the  duration  and/or the  frequency  of Offering  Periods and  Exercise
---------
Dates with respect to future  offerings  without  shareholder  approval,  if such change is announced at least fifteen (15)
days prior to the scheduled beginning of the first Offering Period or Exercise Date to be affected.

         5.       Participation.
                  -------------

                  (a)      An Eligible  Employee may become a Participant in this Plan for any Offering Period by enrolling
during the  Enrollment  Period of such Offering  Period;  provided,  however,  that,  to become a Participant  in this Plan
during the Enrollment  Period for such Offering Period,  an Eligible  Employee must complete the written or electronic form
of  subscription  agreement  provided by the Company  during such  Enrollment  Period.  Each Eligible  Employee who enrolls
during the  Enrollment  Period of an Offering  Period and who is employed by the Company or a  Participating  Subsidiary on
the first  Trading  Day of such  Offering  Period  shall be  granted an option  with  respect  to such  Offering  Period in
accordance  with Section 7(b) and shall  participate  in such  Offering  Period.  Each election to enroll in this Plan will
                 ------------
identify the percentage of the  Participant's  Compensation to be paid as  Contributions by payroll  deduction  pursuant to
this Plan (as provided in Section 6), and will continue in effect until the  Participant  makes a new  enrollment  election
                          ---------
pursuant to the  provisions of this Section 5, or amends or terminates  his or her  participation  in this Plan pursuant to
                                    ---------
the provisions of Sections 6 and 10.
                  -----------------

                  (b)      A  Participant  who has been granted an option with respect to an Offering  Period in accordance
with this Section 7 and is participating in such Offering Period may not enroll in any subsequent  Offering Period,  unless
          ---------
such  subsequent  Offering  Period  commences  after  the  end  of  the  Offering  Period  in  which  such  Participant  is
participating,  or the Offering Period in which such  Participant is  participating  terminates in accordance with Section
                                                                                                                   --------
5(c) and such Participant is automatically enrolled in a Reset Offering Period.
----

                  (c)      If the Fair  Market  Value of a share of Common  Stock on the Grant Date of an  Offering  Period
(the "Reset  Offering  Period") is less than or equal to the Fair Market Value of a share of Common Stock on the Grant Date
of any prior Offering  Period,  such prior Offering Period shall terminate  immediately  following the Purchase Date of the
prior Offering  Period  preceding the Grant Date of the Reset  Offering  Period.  All  Participants  participating  in such
prior Offering Period shall terminate  participation  in such prior Offering  Period,  and all options with respect to such
prior Offering  Period shall  terminate,  effective  immediately  following the purchases of shares of Common Stock by such
Participants  on such Purchase Date.  Each such  Participant  who is eligible to  participate in the Reset Offering  Period
shall be  automatically  enrolled  in the Reset  Offering  Period and shall be  granted  an option for such Reset  Offering
Period and shall be treated as  electing  to make  Contributions  in the  amount of the  percentage  of such  Participant's
Compensation  elected with respect to the prior  Offering  Period and in effect on such Purchase  Date.  Any  Contributions
credited to such  Participant's  account after such  Participant's  purchase of shares of Common Stock on the Purchase Date
of the prior Offering Period will be paid to him or her as soon as  administratively  practicable after such termination of
participation;  provided,  however,  that, if such remaining  Contributions  are  insufficient  to purchase a full share of
Common Stock, such Contributions will be carried over and remain credited to such Participant's account.

         6.       Method of Payment of Contributions.
                  ----------------------------------

                  (a)      A Participant  will elect to deduct  automatically  on each payday during an Offering Period not
less than one percent (1%) nor more than fifteen percent (15%) (in whole percentages  only) of his or her Compensation,  to
be paid as Contributions  pursuant to this Plan. Such deductions shall be determined  based on the  Participant's  election
in effect  on the  payday on which  such  Compensation  is paid.  Payroll  deductions  will  commence  on the first  payday
following  the Grant  Date and shall end on the last  payday  during the  Offering  Period,  unless  (i) the  Participant's
participation  in such Offering Period  terminates  pursuant to Section 5(c) or (ii) the  Participant  amends or terminates
                                                                ------------
his or her  participation  in  this  Plan  pursuant  to the  provisions  of  Sections  6 and 10 of the  Plan.  All  payroll
                                                                             ------------------
deductions  made by a Participant  will be credited to his or her account  under this Plan. A Participant  may not make any
additional payments into such account.

                  (b)      A Participant may discontinue  his or her  participation  in this Plan as provided in Section 10
                                                                                                                 ----------
or, at any time during each  Offering  Period,  may  increase or decrease the rate of his or her  Contributions  by payroll
deductions  to any whole  percentage  of not less than one percent (1%) and not more than  fifteen  percent  (15%),  or may
suspend  Contributions  by payroll  deductions,  by making a  Contribution  increase,  decrease or  suspension  request.  A
Participant's  election to suspend  Contributions  during an Offering  Period shall not limit such  Participant's  right to
resume  payroll  deductions  at a later date during the  Offering  Period by electing an increase in  Contributions  to any
whole  percentage of not less than one percent (1%) and not more than fifteen  percent  (15%).  The  increase,  decrease or
suspension  in  Contributions  will  be  effective  as soon  as  administratively  practicable  following  the  date of the
Contribution increase, decrease or suspension request.

                  (c)      Notwithstanding  the foregoing,  to the extent necessary to comply with Section 423(b)(8) of the
Code and Section  3(b),  the  Company  may reduce a  Participant's  rate of  Contributions  to zero at such time during any
         -------------
Offering  Period.  Payroll  deductions will  re-commence at the rate provided by the Participant in his or her subscription
agreement  to the extent such  Contributions  may be applied to purchase  shares of Common  Stock in  accordance  with Code
Section 423(b)(8) and Section 3(b) and the Plan, unless terminated by the Participant as provided in Section 10.
                      ------------                                                                   ----------

         7.       Option Grants.
                  -------------

                  (a)      On the Grant Date of each Offering  Period,  each  Participant  in such Offering  Period will be
granted  an  option to  purchase,  on each  Exercise  Date of such  Offering  Period,  a number  of shares of Common  Stock
determined  by dividing  such  Participant's  Contributions  accumulated  prior to such  Exercise  Date and retained in the
Participant's  account as of the Exercise Date by the lesser of (i)  eighty-five  percent (85%) of the Fair Market Value of
a share of Common  Stock on the Grant  Date,  or (ii)  eighty-five  percent  (85%) of the Fair  Market  Value of a share of
Common Stock on the Exercise Date; and,  provided,  however,  that such Participant may not purchase more than 2,000 shares
of Common Stock under such option;  provided,  further,  that such  Participant  may not purchase more than 1,000 shares of
Common Stock under such option on any Purchase Date;  and,  provided,  further,  that such purchases will be subject to the
limitations set forth in Section 3(b) and Section 12.
                         ------------     ----------

                  (b)      The option price per share of the shares offered in a given  Offering  Period will be the lesser
of (i)  eighty-five  percent  (85%) of the  Fair  Market  Value of a share of  Common  Stock  on the  Grant  Date;  or (ii)
eighty-five  percent  (85%) of the Fair  Market  Value of a share of Common  Stock on the  Exercise  Date.  The Fair Market
Value of a share of Common Stock on a given date will be  determined by the Board in its  discretion,  based on the closing
price of the  Common  Stock for such date (or,  in the event  that the  Common  Stock is not  traded on such  date,  on the
immediately  preceding  Trading Day), as reported by the National  Association of Securities  Dealers  Automated  Quotation
(Nasdaq)  National  Market or, if such price is not reported,  the mean of the bid and asked prices per share of the Common
Stock as  reported by Nasdaq or, in the event the Common  Stock is listed on a stock  exchange,  the Fair Market  Value per
share will be the closing  price on such  exchange  on such date (or,  in the event that the Common  Stock is not traded on
such date, on the immediately preceding Trading Day), as reported in The Wall Street Journal.

         8.       Exercise of Option.
                  ------------------

                  (a)      Unless a  Participant  withdraws  from this Plan as provided in Section 10, his or her option to
                                                                                           ----------
purchase  shares of Common Stock will be exercised  automatically  on each  Exercise  Date of an Offering  Period,  and the
maximum number of full shares subject to the option will be purchased at the applicable  option price with the  accumulated
Contributions  in his or her  account.  The shares  purchased  upon  exercise of an option  hereunder  will be deemed to be
transferred  to the  Participant  on the Exercise  Date.  During his or her lifetime,  a  Participant's  option to purchase
shares hereunder is exercisable only by him or her.

                  (b)      Following  the  purchase  of shares of Common  Stock by a  Participant  on an  Exercise  Date in
accordance with subsection (a) above, any Contributions  remaining in such Participant's  account immediately following the
purchase of shares on such Exercise Date shall be returned to the Participant as soon as  administratively  practicable and
in no event  shall  such  remaining  Contributions  be  applied  towards  the  purchase  of shares of Common  Stock by such
Participant on any subsequent Exercise Date; provided,  however, that, if such remaining  Contributions are insufficient to
purchase a full share of Common Stock, such  Contributions  will be carried over and remain credited to such  Participant's
account.

         9.       Deposit of Shares.  As promptly as  practicable  after each Exercise  Date,  the Company will arrange for
                  -----------------
the deposit,  into each  Participant's  account with the broker  designated by the Company to administer  this Plan, of the
number of shares purchased upon exercise of his or her option.

         10.      Voluntary Withdrawal; Termination of Employment.
                  -----------------------------------------------

                  (a)      A Participant may withdraw all, but not less than all, of the  Contributions  credited to his or
her account  under this Plan at any time before the tenth (10th)  calendar day prior to an Exercise  Date, by notifying the
Company  in writing or  electronically  on a form  provided  by the  Company  for such  purpose.  All of the  Participant's
Contributions  credited  to his or her account  will be paid to him or her as soon as  administratively  practicable  after
receipt  of his  or her  notice  of  withdrawal;  the  Participant's  option  for  the  current  Offering  Period  will  be
automatically terminated; and no further Contributions for the purchase of shares will be made during the Offering Period.

                  (b)      Upon termination of a Participant's  Continuous  Status as an Employee prior to an Exercise Date
for any reason,  including  retirement or death, the  Contributions  credited to his or her account will be returned to the
Participant  or, in the case of his or her death,  to the person or persons  entitled  thereto  under  Section  14, and the
                                                                                                       -----------
Participant's option will be automatically terminated.

                  (c)      A  Participant's  withdrawal  from this Plan during an Offering  Period will not have any effect
upon his or her  eligibility to participate in this Plan during any succeeding  Offering Period or in any similar plan that
may hereafter be adopted by the Company.

         11.      Interest.  No interest will accrue on the Contributions of a Participant in this Plan.
                  --------

         12.      Common Stock.
                  ------------

                  (a)      The maximum number of shares of the Company's  Common Stock that will be made available for sale
under this Plan will be 175,000  shares,  plus an annual increase to be added on each  anniversary  date of the adoption of
the Plan  during the term of the Plan equal to the least of (i) 200,000  shares,  (ii) one  percent  (1%) of the  Company's
outstanding  shares on such  anniversary  date or (iii) a lesser amount  determined  by the Board,  in each case subject to
adjustment  upon  changes in  capitalization  of the  Company,  as provided in Section 18. Such shares may be newly  issued
                                                                               ----------
shares or shares  reacquired  in private  transactions  or open  market  purchases.  If and to the extent that any right to
purchase  reserved  shares shall not be exercised by any  Participant  for any reason,  or if such right to purchase  shall
terminate  as provided  herein,  shares that have not been so purchased  hereunder  shall again  become  available  for the
purposes of this Plan,  unless this Plan shall have been  terminated,  but all shares sold under this Plan,  regardless  of
source,  shall be counted  against the  limitation set forth above.  If the total number of shares that would  otherwise be
subject to options  granted  pursuant to Section 7(a) on the Grant Date of an Offering  Period exceeds the number of shares
                                         ------------
then  available  under  this Plan  (after  deduction  of all  shares  for which  options  have been  exercised  or are then
outstanding),  the  Company  will make a pro rata  allocation  of the shares  remaining  available  for option  grant in as
uniform a manner as will be  practicable  and as it will  determine to be equitable.  In such event,  the Company will give
written  notice of such reduction of the number of shares subject to the option to each  Participant  affected  thereby and
will similarly reduce the rate of Contributions, if necessary.

                  (b)      Participants  will have no interests or voting  rights in Common Stock  covered by their options
until such options have been exercised.

                  (c)      Shares to be delivered to a  Participant  under this Plan will be  registered in the name of the
Participant.

         13.      Administration.  The Board,  or a committee  appointed by the Board,  will supervise and administer  this
                  --------------
Plan and will  have  full  power  to  adopt,  amend  and  rescind  any  rules  deemed  desirable  and  appropriate  for the
administration  of this Plan and not  inconsistent  with this Plan,  to construe and interpret  this Plan,  and to make all
other determinations necessary or advisable for the administration of this Plan.

         14.      Designation of Beneficiary.
                  --------------------------

                  (a)      A Participant  may file a written  designation of a beneficiary who is to receive any shares and
cash, if any, from the  Participant's  account under this Plan in the event of such  Participant's  death. If a Participant
is married and the designated  beneficiary is not the spouse,  spousal consent will be required for such  designation to be
effective.

                  (b)      Such  designation of beneficiary  may be changed by the Participant  (and his or her spouse,  if
any) at any time by  written  notice.  In the event of the  death of a  Participant  and in the  absence  of a  beneficiary
validly  designated  under this Plan who is living at the time of such  Participant's  death, the Company will deliver such
shares  and/or  cash to the  executor  or  administrator  of the  estate  of the  Participant,  or if no such  executor  or
administrator  has been  appointed (to the  knowledge of the Company),  the Company,  in its  discretion,  may deliver such
shares  and/or  cash to the spouse or to any one or more  dependents  or  relatives  of the  Participant,  or if no spouse,
dependent or relative is known to the Company, then to such other person as the Company may designate.

         15.      Transferability.  Neither  Contributions  credited to a Participant's  account nor any rights with regard
                  ---------------
to the  exercise of an option or to receive  shares  under this Plan may be  assigned,  transferred,  pledged or  otherwise
disposed of in any way (other  than by will,  the laws of descent  and  distribution,  or as provided in Section 14) by the
                                                                                                         ----------
Participant.  Any such attempt at assignment,  transfer,  pledge or other  disposition will be without effect,  except that
the Company may treat such act as an election to withdraw funds in accordance with Section 10.
                                                                                   ----------

         16.      Use of Funds.  All  Contributions  received  or held by the  Company  under  this Plan may be used by the
                  ------------
Company for any  corporate  purpose,  and the Company will not be obligated to segregate  such  Contributions.  No interest
will accrue or be credited with respect to such Contributions.

         17.      Reports.  Individual  accounts  will be  maintained  for each  Participant  in this Plan.  Statements  of
                  -------
account will be made  available to  Participants  either in electronic or written  format by the Agent or Company  promptly
following each Exercise Date, which statements will set forth the amounts of  Contributions,  the per share purchase price,
the number of shares purchased and the remaining cash balance, if any.

         18.      Adjustments Upon Changes in Capitalization; Corporate Transactions.
                  ------------------------------------------------------------------

                  (a)      Adjustment.  Subject to any required  action by the  shareowners  of the Company,  the number of
                           ----------
shares of Common Stock  covered by each option under this Plan that has not yet been  exercised and the number of shares of
Common  Stock  that  have  been  authorized  for  issuance  under  this  Plan but have not yet  been  placed  under  option
(collectively,  the  "Reserves"),  as well as the price per share of Common  Stock  covered by each option  under this Plan
that has not yet been  exercised,  will be  proportionately  adjusted  for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split,  reverse stock split, stock dividend,  combination or reclassification
of the Common Stock,  or any other increase or decrease in the number of shares of Common Stock  effected,  without receipt
of consideration by the Company;  provided,  however, that conversion of any convertible securities of the Company will not
be deemed to have been "effected  without  receipt of  consideration."  Such  adjustment  will be made by the Board,  whose
determination in that respect will be final,  binding and conclusive.  Except as expressly  provided herein, no issuance by
the Company of shares of stock of any class,  or  securities  convertible  into shares of stock of any class,  will affect,
and no  adjustment  by reason  thereof will be made with respect to, the number or price of shares of Common Stock  subject
to an option.

                  (b)      Corporate  Transactions.  In the  event  of  the  proposed  dissolution  or  liquidation  of the
                           -----------------------
Company,  the Offering  Period will  terminate  immediately  prior to the  consummation  of such  proposed  action,  unless
otherwise  provided  by the  Board.  In the  event of a  proposed  sale of all or  substantially  all of the  assets of the
Company, or the merger of the Company with or into another  corporation,  each option under this Plan will be assumed or an
equivalent  option  will be  substituted  by such  successor  corporation  or a  parent  or  subsidiary  of such  successor
corporation,  unless the Board  determines,  in the  exercise  of its sole  discretion  and in lieu of such  assumption  or
substitution,  to shorten the Offering  Period then in progress by setting a new Exercise Date (the "New  Exercise  Date").
If the Board shortens the Offering  Period then in progress in lieu of assumption or  substitution in the event of a merger
or sale of assets,  the Board will notify each  Participant  in writing,  at least ten (10) days prior to the New  Exercise
Date,  that the Exercise  Date for his or her option has been  changed to the New Exercise  Date and that his or her option
will be exercised  automatically  on the New Exercise  Date,  unless  prior to such date he or she has  withdrawn  from the
Offering  Period as  provided  in Section  10. For  purposes of this  Section,  an option  granted  under this Plan will be
                                  -----------
deemed to be assumed if, following the sale of assets or merger,  the option confers the right to purchase,  for each share
of option  stock  subject  to the option  immediately  prior to the sale of assets or merger,  the  consideration  (whether
stock,  cash or other securities or property)  received in the sale of assets or merger by holders of Common Stock for each
share of Common  Stock held on the  effective  date of the  transaction  (and,  if such  holders  were  offered a choice of
consideration,  the type of consideration  chosen by the holders of a majority of the outstanding  shares of Common Stock);
provided,  however, that if such consideration  received in the sale of assets or merger was not solely common stock of the
successor  corporation  or its parent (as defined in Section  424(e) of the Code),  the Board may,  with the consent of the
successor  corporation and the Participant,  provide for the consideration to be received upon exercise of the option to be
solely common stock of the successor  corporation  or its parent equal in fair market value to the per share  consideration
received by holders of Common Stock and the sale of assets or merger.

                  The Board may, if it so  determines  in the  exercise of its sole  discretion,  also make  provision  for
adjusting the Reserves,  as well as the price per share of Common Stock covered by each  outstanding  option,  in the event
that  the  Company  effects  one or more  reorganizations,  recapitalizations,  rights  offerings  or  other  increases  or
reductions of shares of its outstanding  Common Stock,  and in the event of the Company being  consolidated  with or merged
into any other corporation.

         19.      Amendment or Termination.
                  ------------------------

                  (a)      The Board may at any time terminate or amend this Plan; provided,  however, that (i) the Company
will obtain  shareowner  approval of any  amendment  that would  increase  the number of shares of Common Stock that may be
issued under the Plan or would make a change in the  designation of  corporations  whose  employees may be offered  options
under this Plan; (ii) except as provided in Section 18, no such  termination  may affect options  previously  granted,  nor
                                            ----------
may an amendment make any change in any option  theretofore  granted that adversely  affects the rights of any Participant;
and (iii) to the extent  necessary to comply with Rule 16b-3 under the Exchange  Act, or under  Section 423 of the Code (or
any successor rule or provision or any applicable law or regulation),  the Company will obtain shareowner  approval in such
a manner and to such a degree as so required.

                  (b)      Without  shareowner  consent  and  without  regard to  whether  any  Participant  rights  may be
considered to have been adversely  affected,  the Board (or its committee) will be entitled to change the Offering  Periods
and  Exercise  Dates,  limit the  frequency  and/or  number of changes in the amount  withheld  during an Offering  Period,
establish  the  exchange  ratio  applicable  to amounts  withheld in a currency  other than U.S.  dollars,  permit  payroll
withholding  in  excess of the  amount  designated  by a  Participant  in order to adjust  for  delays or  mistakes  in the
Company's  processing of properly  completed  withholding  elections,  establish  reasonable waiting and adjustment periods
and/or  accounting  and crediting  procedures to ensure that amounts  applied  toward the purchase of Common Stock for each
Participant  properly  correspond  with amounts  withheld from the  Participant's  Compensation,  and establish  such other
limitations or procedures as the Board (or its committee)  determines in its sole discretion  advisable that are consistent
with this Plan.

         20.      Notices.  All notices or other  communications  by a  Participant  to the Company  under or in connection
                  -------
with this Plan will be deemed to have been duly given when  received in the form  specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21.      Conditions  Upon  Issuance  of Shares.  Shares will not be issued  with  respect to an option  unless the
                  -------------------------------------
exercise of such option and the  issuance  and delivery of such shares  pursuant  thereto  will comply with all  applicable
provisions of law,  domestic or foreign,  including,  without  limitation,  the  Securities  Act of 1933,  as amended,  the
Exchange Act, the rules and regulations promulgated  thereunder,  and the requirements of any stock exchange upon which the
shares may then be listed,  and will be further  subject to the  approval of counsel for the Company  with  respect to such
compliance.

         As a condition  to the  exercise of an option,  the  Company  may  require  the person  exercising  such option to
represent  and  warrant at the time of any such  exercise  that the  shares are being  purchased  only for  investment  and
without any present  intention  to sell or  distribute  such shares if, in the opinion of counsel for the  Company,  such a
representation is required by any of the aforementioned applicable provisions of law.

         22.      Term of Plan;  Effective  Date.  This Plan will become  effective upon its approval by the shareowners of
                  ------------------------------
the Company.  It will continue in effect for a term of ten (10) years unless sooner terminated under Section 19.
                                                                                                     ----------

         23.      Additional  Restrictions  of Rule 16b-3.  The terms and conditions of options  granted  hereunder to, and
                  ---------------------------------------
the purchase of shares by,  persons  subject to Section 16 of the Exchange Act will comply with the  applicable  provisions
of Rule 16b-3.  This Plan will be deemed to contain,  and such options will  contain,  and the shares  issued upon exercise
thereof will be subject to, such  additional  conditions and  restrictions  as may be required by Rule 16b-3 to qualify for
the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

         24.      Equal Rights and Privileges.  All Eligible Employees of the Company (or of any Participating  Subsidiary)
                  ----------------------------
will have equal rights and  privileges  under this Plan so that this Plan  qualifies as an "employee  stock  purchase plan"
within the meaning of Section 423 of the Code or applicable  Treasury  regulations  thereunder.  Any provision of this Plan
that is inconsistent  with Section 423 or applicable  Treasury  regulations  will,  without further act or amendment by the
Company or the Board,  be reformed to comply with the equal rights and privileges  requirement of Section 423 or applicable
Treasury regulations.

                                                       * * * * * * *

                  I hereby  certify  that the Scios Inc.  2001  Employee  Stock  Purchase  Plan was adopted by the Board of
Directors of Scios Inc. on March 2, 2001.

         Executed at Sunnyvale, California on this 25th day of April, 2001.

                                                     /s/ John H. Newman
                                                     --------------------------------------------
                                                     Secretary

                                                       * * * * * * *

                  I hereby certify that the Scios Inc. 2001 Employee  Stock Purchase Plan was approved by the  shareholders
of Scios Inc. on May 8, 2001.

                  Executed at Sunnyvale, California on this 8th day of May, 2001.

                                                     /s/ John H. Newman
                                                     --------------------------------------------
                                                     Secretary
EXHIBIT 5.1
[Letterhead
of LATHAM & WATKINS]
May 8, 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 375,000 shares of common stock of the Company,  par value $0.001 per share
(the "Shares"),  issuable under the Company's Employee Stock Purchase Plan (the "Plan"),  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 Plan 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
May 8, 2001