EXHIBIT
4.3


Form of Stock Appreciation Right
Award Agreement


under the


Sciele
Pharma, Inc. 2007 Stock Incentive Plan











SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






SAR Award
Agreement






Award No.
            


You
(the “Participant”) are hereby awarded Share Appreciation Rights subject
to the terms and conditions set forth in this agreement (the “Award
Agreement” or “Award”) and in the Sciele Pharma, Inc. 2007 Stock
Incentive Plan (“Plan”).  A copy
of the Plan is attached as Exhibit A. 
You should carefully review these documents, and consult with your
personal financial advisor, before exercising this Award.  This Award is conditioned on your execution
of this Award Agreement.


By
executing this Award Agreement, you agree to be bound by all of the Plan’s terms
and conditions as if they had been set out verbatim below.  In addition, you recognize and agree that all
determinations, interpretations, or other actions respecting the Plan and this
Award Agreement will be made by the Board of Directors (the “Board”) of
Sciele Pharma, Inc. (the “Company”) or any Committee appointed by the
Board to administer the Plan, and shall (in the absence of manifest bad faith
or fraud) be final, conclusive and binding on all parties, including you and
your successors in interest.  Capitalized
terms are defined in the Plan or in this Award Agreement.


1.             Specific
Terms.  This portion of
your Award is being granted pursuant to Section 7 of the Plan, and shall have
the following terms:


	
  Name of Participant

  	
   

  
	
   

  	
   

  
	
  Date of Award

  	
   

  
	
   

  	
   

  
	
  Number of Shares measuring the value of this SAR

  	
                         
  Shares (“SAR Shares”).

  
	
   

  	
   

  
	
  Base Price for SARs

  	
  $           .           
  per Share.

  
	
   

  	
   

  
	
  Vesting

  	
  At the rate of     % on each of
  the next        [monthly] [quarterly] [annual]
  anniversaries of the Award Date; subject to acceleration as provided in the
  Plan and in Section 2 below, and to your Continuous Service not ending before
  the vesting date.

  
	
   

  	
   

  
	
  Lifetime Transfers

  	
  o
  Allowed in accordance with Section 12(b) of the Plan.

   

  o
  Not allowed.

  



2.             Accelerated
Vesting; Change in Corporate Control.  To the extent you have not previously vested
in your rights with respect to this Award, your Award will become –


 















(a)                                  100% vested
if your Continuous Service ends due to your death or “disability” within the
meaning of Section 409A of the Code;


(b)                                 100% if your
Continuous Service ends due to an Involuntary Termination that occurs within
the twelve months following a Change in Control.


3.             Vesting
and Exercise of Your Award. 
No Shares will be issued and no cash will be paid to you before your
Award vests in accordance with Section 1 or 2 above and is exercised.  To the extent you have vested in this Award,
you may exercise it at any time and from time to time in accordance with the
Plan, using the exercise form attached hereto as Exhibit B.  The amount you receive upon exercise will
equal the product of –


(a)                                  the number
of SAR Shares that you designate for exercise, and


(b)                                 the excess
of 100% of the Fair Market Value of a Share on the date of exercise over the
Base Price stated in Section 1 above


4.             Form of
Payments to You.  The
Company will make any payment to you under this Award in the form of Shares,
with cash paid in lieu of fractional Shares. 
Any Shares that you receive will be free from vesting restrictions (but
subject to such legends as the Company determines to be appropriate).  Notwithstanding the foregoing, the Company
will not issue Share certificates to you unless you have made arrangements
satisfactory to the Compensation Committee to satisfy any applicable tax
withholding obligations.  You may satisfy
minimum withholding requirements through the surrender of Shares that are both
subject to this Award and that have a Fair Market  Value equal to the minimum statutory tax
withholding associated with the Shares giving rise to the taxable income.


5.             Failure
of Vesting Restrictions. 
By executing this Award, you acknowledge and agree that if your
Continuous Service terminates under circumstances that do not result in
accelerated vesting pursuant to Section 2 above, you will irrevocably forfeit
any and all unvested rights under this Award, and this Award will immediately
become null, void, and unenforceable.


6.             Investment
Purposes.  By executing
this Award, you represent and warrant to the Company that any Shares issued to
you pursuant to this Award will be for investment for your own account and not
with a view to, for resale in connection with, or with an intent of participating
directly or indirectly in, any distribution of such Shares within the meaning
of the Securities Act of 1933, as amended.


7.             Designation
of Beneficiary. 
Notwithstanding anything to the contrary contained herein or in the
Plan, following the execution of this Award Agreement, you may expressly
designate a beneficiary (the “Beneficiary”) to your interest in the SAR
awarded hereby.  You shall designate the
Beneficiary by completing and executing a designation of beneficiary agreement
substantially in the form attached hereto as Exhibit C (the “Designation
of Beneficiary”) and delivering an executed copy of the Designation of
Beneficiary to the Company.


8.             Restriction
of Transfer.  If lifetime
transfers are allowed under Section 1, your rights under this Award Agreement
may not be sold, pledged, or otherwise transferred without the prior written
consent of the Compensation Committee. Notwithstanding the foregoing, you may
transfer this Award -



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(i)                         by
instrument to an inter vivos or testamentary trust (or other entity) in which
each beneficiary is a permissible gift recipient, as such is set forth in
subsection (ii) of this Section, or


(ii)                      by gift to
charitable institutions or by gift or transfer for consideration to any of the
following relatives of yours (or to an inter vivos trust, testamentary trust or
other entity primarily for the benefit of any of the following relatives of
yours): any child, stepchild, grandchild, parent, stepparent, grandparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall
include adoptive relationships.


Any transferee of your rights shall
succeed and be subject to all of the terms of this Award Agreement and the
Plan.


9.             Conditions
on Issuance of Shares; Transfer Restrictions.  Notwithstanding any other provision of the
Plan or of this Award Agreement, the Committee may condition your receipt of
Shares on your execution of a shareholder agreement imposing terms generally applicable
to other similarly-situated employee-shareholders.


10.           Taxes.  Except to the extent otherwise specifically
provided in another document establishing contractual rights for you, by
signing this Award Agreement, you acknowledge that you shall be solely
responsible for the satisfaction of any taxes that may arise pursuant to this
Award (including taxes arising under Sections 409A or 4999 of the Code), and
that neither the Company nor the Administrator shall have any obligation
whatsoever to pay such taxes or otherwise indemnify or hold you harmless from
any or all of such taxes.


11.           Notices.  Any notice or communication required or
permitted by any provision of this Award Agreement to be given to you shall be
in writing and shall be delivered electronically, personally, or sent by
certified mail, return receipt requested, addressed to you at the last address
that the Company had for you on its records. 
Each party may, from time to time, by notice to the other party hereto,
specify a new address for delivery of notices relating to this Award
Agreement.  Any such notice shall be
deemed to be given as of the date such notice is personally delivered or
properly mailed.


12.           Binding Effect.  Except as otherwise provided in this Award
Agreement or in the Plan, every covenant, term, and provision of this Award
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, legatees, legal representatives, successors,
transferees, and assigns.


13.           Modifications.  This Award Agreement may be modified or
amended at any time, in accordance with Section 15 of the Plan and provided
that you must consent in writing to any modification that adversely affects any
rights or obligations under this Award Agreement (with such an affect being
presumed to arise from a modification that would trigger a Section 409A
violation of the Code).



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14.           Headings.  Section and other headings contained in this
Award Agreement are for reference purposes only and are not intended to
describe, interpret, define or limit the scope or intent of this Award
Agreement or any provision hereof.


15.           Severability.  Every provision of this Award Agreement and
of the Plan is intended to be severable. 
If any term hereof is illegal or invalid for any reason, such illegality
or invalidity shall not affect the validity or legality of the remaining terms
of this Award Agreement.


16.           Counterparts.  This Award Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and delivered
shall be an original, but all such counterparts shall together constitute one
and the same instrument.


17.           Plan Governs.  By signing this Award Agreement, you
acknowledge that you have received a copy of the Plan and that your Award
Agreement is subject to all the provisions contained in the Plan, the
provisions of which are made a part of this Award Agreement and your Award is
subject to all interpretations, amendments, rules and regulations which from
time to time may be promulgated and adopted pursuant to the Plan.  In the event of a conflict between the
provisions of this Award Agreement and those of the Plan, the provisions of the
Plan shall control.


18.             Investment Purposes.
By executing this Award Agreement, you represent and warrant that any Shares
issued to you pursuant to your SARS will be held for investment purposes only
for your own account, and not with a view to, for resale in connection with, or
with an intent in participating directly or indirectly in, any distribution of
such Shares within the meaning of the Securities Act of 1933, as amended.


19.           Not a Contract of
Employment.  By executing
this Award Agreement you acknowledge and agree that (i) any person who is
terminated before full vesting of an award, such as the one granted to you by
this Award, could claim that you were terminated to preclude vesting; (ii) you
promise never to make such a claim; (iii) nothing in this Award Agreement or
the Plan confers on you any right to continue an employment, service or
consulting relationship with the Company, nor shall it affect in any way your
right or the Company’s right to terminate your employment, service, or
consulting relationship at any time, with or without Cause; and (iv) the
Company would not have granted this Award to you but for these acknowledgements
and agreements.


20.           Employment Agreement
Provision  [OPTION IF EMPLOYEE
HAS AN EMPLOYMENT AGREEMENT]  By
executing this Award, you acknowledge and agree that your rights upon a
termination of employment before full vesting of this Award will be determined
under Section       of your employment agreement with
the Company and                     ,
dated as of               
     , 20  .


21.           Long-term Consideration
for Award.  [OPTIONAL] The
terms and conditions set forth in Exhibit D are hereby incorporated by
reference and made an integral part of this Award Agreement.  An invalidation of all or part of Exhibit D,
or your commencement of litigation to invalidate, modify, or alter the terms
and conditions set forth in Exhibit D, shall cause this Award to become null,
void, and unenforceable.


22.           Securities Law
Restrictions.  Regardless
of whether the offering and sale of Shares under the Plan have been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or 



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have been registered or
qualified under the securities laws of any state, the Company at its discretion
may impose restrictions upon the sale, pledge or other transfer of such Shares
(including the placement of appropriate legends on stock certificates or the
imposition of stop-transfer instructions) if, in the judgment of the Company,
such restrictions are necessary or desirable in order to achieve compliance
with the Securities Act or the securities laws of any state or any other law or
to enforce the intent of this Award.


23.           Governing Law.  The laws of the State of Delaware shall
govern the validity of this Award Agreement, the construction of its terms, and
the interpretation of the rights and duties of the parties hereto.


BY YOUR
SIGNATURE BELOW, along with the signature of the Company’s
representative, you and the Company agree that this Award is being made under
and governed by the terms and conditions of this Award and the Plan.


	
  

  	
  SCIELE PHARMA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
  The undersigned Participant hereby accepts the terms
  of this Award and the Plan.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Participant:

  	
   

  



 



 7














EXHIBIT A


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Plan
Document






(Intentionally
Omitted)











EXHIBIT B


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Form of
Share Appreciation Rights Exercise






	
  Attention:

  	
  Sciele Pharma, Inc.

  	
   

  
	
   

  	
  Five Concourse Parkway, Suite 1800

  	
   

  
	
   

  	
  Atlanta, GA 30328

  	
   

  



 


Dear Sir or Madam:


The undersigned
elects to exercise his/her Share Appreciation Rights with respect to                     
shares of Common Stock of Sciele Pharma, Inc. (the “Company”) under and
pursuant to an SAR Agreement dated as of                                       .


The undersigned
recognizes and agrees that the Company will satisfy its obligations arising
from this exercise notice through issuing shares of its Common Stock (net
of  shares of Common Stock having a Fair
Market Value equal to the minimum statutory taxes and withholding due; except
to the extent the undersigned pays cash herewith to settle such
obligations).  The name or names to be on
the stock certificate or certificates and the address and Social Security
Number of such person(s) shall be as follows:


	
  Name:

  	
   

  
	
   

  
	
  Address:

  	
   

  
	
   

  
	
  Social Security Number 

  	
   

  	
   

  
					



 


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
  SAR Holder

  
				



 











EXHIBIT C


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Designation
of Beneficiary






In connection with
the Awards designated below that I have received pursuant to the Plan, I hereby
designate the person specified below as the beneficiary upon my death of my
interest in Awards as defined in the Company’s 2007 Stock Incentive Plan (the “Plan”).  This designation shall remain in effect until
revoked in writing by me.


	
   

  	
  Name of
  Beneficiary:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Social Security
  No.:

  	
   

  	
   

  	
   

  



 


This beneficiary
designation relates to any and all of my rights under the following Award or
Awards:


o            any Award that I have received or
ever receive under the Plan.


o                                    the
                                  
Award that I received pursuant to an award agreement dated                   
    ,         
between myself and the Company.


I understand that
this designation operates to entitle the above named beneficiary, in the event
of my death, to any and all of my rights under the Award(s) designated above
from the date this form is delivered to the Company until such date as this
designation is revoked in writing by me, including by delivery to the Company
of a written designation of beneficiary executed by me on a later date.


	
   

  	
  Date:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name of Participant

  



 


	
  Sworn to before me this

  	
   

  
	
         day of                       ,
  200  

  	
   

  
	
   

  	
   

  	
   

  
	
  Notary Public

  	
   

  
	
  County of

  	
   

  	
   

  	
   

  
	
  State of

  	
   

  	
   

  	
   

  
					



 











EXHIBIT D


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Long-Term Consideration and


Company
Recovery for Breach






By signing and
accepting your Award Agreement, you recognize and agree that the Company’s key
consideration in granting this Award is securing your long-term commitment to
serve as its                   [include job title or description] who will advance and
promote the Company’s business interests and objectives.  Accordingly, you agree that this Award shall
be subject to the terms and conditions set forth in Section 25 of the Plan
(relating to the termination, rescission, and recapture if you violate certain
commitments made therein to the Company), as well as to the following terms and
conditions as material and indivisible consideration for this Award:


(a)           Fiduciary Duty.  During your employment with the Company you
shall devote your full energies, abilities, attention and business time to the
performance of your job responsibilities and shall not engage in any activity
which conflicts or interferes with, or in any way compromises, your performance
of such responsibilities.


(b)           Confidential Information.  You recognize that by virtue of your
employment with the Company, you will be granted otherwise prohibited access to
confidential information and proprietary data which are not known, and not readily
accessible to the Company’s competitors. 
This information (the “Confidential Information”) includes, but is not
limited to, current and prospective customers; the identity of key contacts at
such customers; customers’ particularized preferences and needs; marketing
strategies and plans; financial data; personnel data; compensation data;
proprietary procedures and processes; and other unique and specialized
practices, programs and plans of the Company and its customers and prospective
customers.  You recognize that this
Confidential Information constitutes a valuable property of the Company,
developed over a significant period of time and at substantial expense.  Accordingly, you agree that you shall not, at
any time during or after your employment with the Company, divulge such
Confidential Information or make use of it for your own purposes or the
purposes of any person or entity other than the Company.


(c)           Non-Solicitation of Customers.  You recognize that by virtue of your
employment with the Company you will be introduced to and involved in the
solicitation and servicing of existing customers of the Company and new
customers obtained by the Company during your employment.  You understand and agree that all efforts
expended in soliciting and servicing such customers shall be for the permanent
benefit of the Company.  You further
agree that during your employment with the Company you will not engage in any
conduct which could in any way jeopardize or disturb any of the Company’s
customer relationships.  You also
recognize the Company’s legitimate interest in protecting, for a reasonable
period of time after your employment with the Company, the Company’s
customers.  Accordingly, you agree that,
for a period beginning on the date hereof and ending one (1) year after
termination of your employment with the Company, regardless of the reason for
such termination, you shall not, directly or indirectly, without the prior
written consent of the Chairman of the Company, market, offer, sell or
otherwise furnish 











any products or services
similar to, or otherwise competitive with, those offered by the Company to any
customer of the Company.


(d)           Non-Solicitation of Employees.  You recognize the substantial expenditure of
time and effort which the Company devotes to the recruitment, hiring,
orientation, training and retention of its employees.  Accordingly, you agree that, for a period
beginning on the date hereof and ending two (2) years after termination of your
employment with the Company, regardless of the reason for such termination, you
shall not, directly or indirectly, for yourself or on behalf of any other
person or entity, solicit, offer employment to, hire or otherwise retain the
services of any employee of the Company.


(e)           Non-Competition.  Reserved


(f)           Survival of Commitments; Potential
Recapture of Award and Proceeds.  You
acknowledge and agree that the terms and conditions of this Section regarding
confidentiality and non-solicitation [and non-competition]
shall survive both (i) the termination of your employment with the Company for
any reason, and (ii) the termination of the Plan, for any reason.  You acknowledge and agree that the grant of
Share Appreciation Rights in this Award Agreement is just and adequate consideration
for the survival of the restrictions set forth herein, and that the Company may
pursue any or all of the following remedies if you either violate the terms of
this Section or succeed for any reason in invalidating any part of it (it being
understood that the invalidity of any term hereof would result in a failure of
consideration for the Award):


(i)                                   declaration
that the Award is null and void and of no further force or effect;


(ii)                                recapture of
any cash paid or Shares issued to you, or any designee or beneficiary of you,
pursuant to the Award;


(iii)                             recapture of
the proceeds, plus reasonable interest, with respect to any Shares that are
both issued pursuant to this Award and sold or otherwise disposed of by you, or
any designee or beneficiary of you.


The remedies provided
above are not intended to be exclusive, and the Company may seek such other
remedies as are provided by law, including equitable relief.


(g)          Acknowledgement.  You acknowledge and agree that your adherence
to the foregoing requirements will not prevent you from engaging in your chosen
occupation and earning a satisfactory livelihood following the termination of
your employment with the Company.