INTRABIOTICS PHARMACEUTICALS INC /DE
EXHIBIT 10.34
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>6
<FILENAME>f83455exv10w34.txt
<DESCRIPTION>EXHIBIT 10.34
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.34

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NOTICE OF GRANT OF STOCK OPTIONS                INTRABIOTICS PHARMACEUTICALS INC
AND OPTION AGREEMENT                            ID: 94-3200380
                                                1245 Terra Bella Avenue
                                                Mountain View, CA  94043
                                                650-526-6800

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KATHLEEN D. LA PORTE                            OPTION NUMBER:  00000620
SPROUT GROUP                                    PLAN:           2002
3000 SAND HILL RD #3-170
MENLO PARK, CA USA 94025                        ID:             LAPORTE

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Effective 11/28/01, you have been granted a(n) Non-Qualified Stock Option to buy
25,000 shares of IntraBiotics Pharmaceuticals Inc (the Company) stock at $2.0000
per share.

The total option price of the shares granted is $50,000.00.

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

<TABLE>
<CAPTION>
                Shares          Vest Type       Full Vest       Expiration
                ------          ---------       ---------       ----------
<S>                          <C>                <C>             <C>
                10,185       On Vest Date       11/29/2001      11/28/2011
                14,815            Monthly       05/29/2003      11/28/2011
</TABLE>





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

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    /s/ Henry J. Fuchs, M.D.
-----------------------------------             --------------------------------
IntraBiotics Pharmaceuticals Inc                Date

    /s/ Kathleen D. La Porte                    June 17, 2002
-----------------------------------             --------------------------------
Kathleen D. La Porte                            Date





<PAGE>
                       INTRABIOTICS PHARMACEUTICALS, INC.
                             STOCK OPTION AGREEMENT
                           (NONSTATUTORY STOCK OPTION)
                             AMENDED AUGUST 1, 2002


      Pursuant to your Stock Option Grant Notice ("Grant Notice") and this Stock
Option Agreement, IntraBiotics Pharmaceuticals, Inc. (the "Company") has granted
you a nonstatutory stock option to purchase the number of shares of the
Company's Common Stock indicated in your Grant Notice at the exercise price
indicated in your Grant Notice.

      The details of your option are as follows:

      1. DEFINITIONS.

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

      (b) "CAUSE" means that, in the reasonable determination of the Company,
you:

            (i) have been indicted or convicted of any felony or any crime
involving dishonesty that is likely to inflict or has inflicted demonstrable and
material injury on the business of the Company;

            (ii) have participated in any fraud against the Company; or

            (iii) have intentionally damaged any property of the Company thereby
causing demonstrable and material injury to the business of the Company;

provided that Cause shall not exist based on conduct described in clause (ii) or
clause (iii) unless the conduct described in such clause has not been cured
within fifteen (15) days following your receipt of written notice from the
Company specifying the particulars of the conduct constituting Cause.

      (c) "CONTINUOUS SERVICE" means that your service with the Company or an
Affiliate, whether as an employee, director or consultant, is not interrupted or
terminated. Your Continuous Service shall not be deemed to have terminated
merely because of a change in the capacity in which you render service to the
Company or an Affiliate as an employee, consultant or director or a change in
the entity for which you render such service, provided that there is no
interruption or termination of your service. For example, a change in status
without interruption from an employee of the Company to a consultant of an
Affiliate or a director will not constitute an interruption of Continuous
Service. The Board of Directors or the chief executive officer of the Company,
in that party's sole discretion, may determine whether Continuous Service shall
be considered interrupted in the case of any leave of absence approved by that
party, including sick leave, military leave or any other personal leave.



                                       1.
<PAGE>

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

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

            (i) If the Common Stock is listed on any established stock exchange
or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair
Market Value of a share of Common Stock shall be the closing sales price for
such stock (or the closing bid, if no sales were reported) as quoted on such
exchange or market (or the exchange or market with the greatest volume of
trading in the Common Stock) on the last market trading day prior to the day of
determination, as reported in The Wall Street Journal or such other source as
the Board deems reliable.

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

      (f) "SECURITIES ACT" means the Securities Act of 1933, as amended.

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

      3. NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common
Stock subject to your option and your exercise price per share referenced in
your Grant Notice may be adjusted from time to time. If any change is made in
the Common Stock subject to your option, without the receipt of consideration by
the Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock
split, liquidating dividend, combination of shares, exchange of shares, change
in corporate structure or other transaction not involving the receipt of
consideration by the Company), your option will be appropriately adjusted in the
class(es) and number of securities and price per share of Common Stock subject
to your option. The Board of Directors shall make such adjustments, and its
determination shall be final, binding and conclusive. (The conversion of any
convertible securities of the Company shall not be treated as a transaction
"without receipt of consideration" by the Company.)

      4. METHOD OF PAYMENT. Payment of the exercise price is due in full upon
exercise of all or any part of your option. You may elect to make payment of the
exercise price in cash or by check or in any other manner PERMITTED BY YOUR
GRANT NOTICE, which may include one or more of the following:

            (a) In the Company's sole discretion at the time your option is
exercised and provided that at the time of exercise the Common Stock is publicly
traded and quoted regularly in The Wall Street Journal, pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve Board that,
prior to the issuance of Common Stock, results in either the


                                       2.
<PAGE>

receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds.

            (b) Provided that at the time of exercise the Common Stock is
publicly traded and quoted regularly in The Wall Street Journal, by delivery of
already-owned shares of Common Stock either that you have held for the period
required to avoid a charge to the Company's reported earnings (generally six
months) or that you did not acquire, directly or indirectly from the Company,
that are owned free and clear of any liens, claims, encumbrances or security
interests, and that are valued at Fair Market Value on the date of exercise.
"Delivery" for these purposes, in the sole discretion of the Company at the time
you exercise your option, shall include delivery to the Company of your
attestation of ownership of such shares of Common Stock in a form approved by
the Company. Notwithstanding the foregoing, you may not exercise your option by
tender to the Company of Common Stock to the extent such tender would violate
the provisions of any law, regulation or agreement restricting the redemption of
the Company's stock.

      5. WHOLE SHARES. You may exercise your option only for whole shares of
Common Stock.

      6. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary
contained herein, you may not exercise your option unless the shares of Common
Stock issuable upon such exercise are then registered under the Securities Act
or, if such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.

      7. TERM. You may not exercise your option before the commencement of its
term or after its term expires. The term of your option commences on the Date of
Grant and expires upon the EARLIEST of the following:

            (a) immediately upon termination of your Continuous Service for
Cause;

            (b) three (3) months after the termination of your Continuous
Service for any reason other than Cause, Disability or death, provided that if
during any part of such three- (3-) month period you may not exercise your
option solely because of the condition set forth in the preceding paragraph
relating to "Securities Law Compliance," your option shall not expire until the
earlier of the Expiration Date or until it shall have been exercisable for an
aggregate period of three (3) months after the termination of your Continuous
Service;

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



                                       3.
<PAGE>

            (d) eighteen (18) months after your death if you die either during
your Continuous Service or within three (3) months after your Continuous Service
terminates for any reason other than Cause;

            (e) the Expiration Date indicated in your Grant Notice; or

            (f) the day before the tenth (10th) anniversary of the Date of
Grant.

      8. EXERCISE.

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

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

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

      10. STOCKHOLDER RIGHTS. You shall not be deemed to be the holder of, or to
have any of the rights of a holder with respect to, any shares of Common Stock
subject to your option unless and until you have satisfied all requirements for
exercise of your option pursuant to its terms.

      11. OPTION NOT A SERVICE CONTRACT. Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment. In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective shareholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.

      12. WITHHOLDING OBLIGATIONS.

            (a) At the time you exercise your option, in whole or in part, or at
any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any


                                       4.
<PAGE>

other amounts payable to you, and otherwise agree to make adequate provision for
(including by means of a "cashless exercise" pursuant to a program developed
under Regulation T as promulgated by the Federal Reserve Board to the extent
permitted by the Company), any sums required to satisfy the federal, state,
local and foreign tax withholding obligations of the Company or an Affiliate, if
any, which arise in connection with your option.

            (b) Upon your request and subject to approval by the Company, in its
sole discretion, and compliance with any applicable conditions or restrictions
of law, the Company may withhold from fully vested shares of Common Stock
otherwise issuable to you upon the exercise of your option a number of whole
shares of Common Stock having a Fair Market Value, determined by the Company as
of the date of exercise, not in excess of the minimum amount of tax required to
be withheld by law. If the date of determination of any tax withholding
obligation is deferred to a date later than the date of exercise of your option,
share withholding pursuant to the preceding sentence shall not be permitted
unless you make a proper and timely election under Section 83(b) of the Code,
covering the aggregate number of shares of Common Stock acquired upon such
exercise with respect to which such determination is otherwise deferred, to
accelerate the determination of such tax withholding obligation to the date of
exercise of your option. Notwithstanding the filing of such election, shares of
Common Stock shall be withheld solely from fully vested shares of Common Stock
determined as of the date of exercise of your option that are otherwise issuable
to you upon such exercise. Any adverse consequences to you arising in connection
with such share withholding procedure shall be your sole responsibility.

            (c) You may not exercise your option unless the tax withholding
obligations of the Company and/or any Affiliate are satisfied. Accordingly, you
may not be able to exercise your option when desired even though your option is
vested, and the Company shall have no obligation to issue a certificate for such
shares of Common Stock or release such shares of Common Stock from any escrow
provided for herein.

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

      14. CHANGE IN CONTROL. In the event of (i) a sale, lease or other
disposition of all or substantially all of the assets of the Company, (ii) a
merger, consolidation or similar transaction involving (directly or indirectly)
the Company and, immediately after the consummation of such merger,
consolidation or similar transaction, the stockholders of the Company
immediately prior thereto do not own, directly or indirectly, outstanding voting
securities representing more than fifty percent (50%) of the combined
outstanding voting power of the surviving entity (or the parent of the surviving
entity) in such merger, consolidation or similar transaction or (iii) an
acquisition by any person, entity or group within the meaning of Section 13(d)
or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the
Company or an Affiliate) of the beneficial ownership (within the meaning of Rule
13d-3 promulgated under the


                                       5.
<PAGE>

Exchange Act, or comparable successor rule) of securities of the Company
representing at least fifty percent (50%) of the combined voting power of the
Company's then outstanding securities other than by virtue of a merger,
consolidation or similar transaction, then your option shall become fully vested
and immediately exercisable as of the effective date of such transaction.

      15. AMENDMENT OF STOCK OPTION. The Board at any time, and from time to
time, may amend the terms of your option; provided, however, that the rights
under your option shall not be impaired by any such amendment unless (i) the
Company requests your consent and (ii) you consent in writing.

      16. CHOICE OF LAW. The law of the State of Delaware shall govern all
questions concerning the construction, validity and interpretations of your
option, without regard to such state's conflict of laws rules.
















                                       6.

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