EXHIBIT
4.5


Form of Deferral Election
Agreement for Deferred Share Unit Awards


under the


Sciele
Pharma, Inc. 2007 Stock Incentive Plan











SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Deferral
Election Agreement for Deferred Share Units






DEFERRAL AGREEMENT (the “Deferral
Agreement”), made this         day of             ,
       , by and between                                         
(the “Participant”), and Sciele Pharma, Inc. (the “Company”).


WHEREAS, the Company has
established the Sciele Pharma, Inc. 2007 Stock Incentive Plan (the “Plan”), and
the Participant is eligible to participate in said Plan;


WHEREAS, Section 9(a) of the
Plan permits the Committee to authorize deferral compensation elections with
any deferred compensation being credited to Deferred Share Units (“DSUs”)  in accordance with Section 9 of the Plan;


NOW, THEREFORE, it is mutually
agreed as follows:


1.            Term of Election.  This Deferral Agreement and the provisions of
the Plan constitute the entire agreement between the parties, and will continue
in full force and effect until you execute a superseding Deferral Agreement, or
until revoked by you in a writing sent to and approved by the Committee, or
until you cease service with the Company, or until the Plan is terminated by
appropriate corporate action, whichever shall first occur.  This Deferral Agreement will become
effective:


(a)                                  on the
January 1st following the execution of this Deferral Agreement; or


(b)                                 on the first
day of the next calendar month following the execution of this Deferral
Agreement, but only if this Deferral Agreement is executed within the 30-day
period after you first becomes eligible to make a deferral election pursuant to
Section 9 of the Plan.


2.            Compensation being
Deferred.  You make the
following election (which shall supersede any prior election only to the extent
of an election made affirmatively herein) to defer the following amount of
fees/compensation for as long as this Deferral Agreement is in effect:


(a)                                          
percent (        %) of the amount otherwise
payable in cash.


(b)                                         
percent (        %) of the amount otherwise
payable in shares of the Company’s common stock.


(c)                                          
percent (        %) of any Restricted Share Units
(“RSUs”) in which the Participant earns a vested interest (but only if the
underlying Award Agreement specifically authorizes deferral elections).











3.             Crediting,
Vesting, and Distribution of Deferred Compensation.  The Company agrees to make DSU credits in
accordance with Section 9 of the Plan and the elections that you make in the
Distribution Election Agreement that is attached hereto as Exhibit A.


4.             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.  The Committee
shall nevertheless have the discretion –


(a)                                 to condition
any issuance of Shares on your satisfaction of applicable employment and withholding
taxes; and


(b)                                to
unilaterally interpret this Deferral Agreement and the Plan in any manner that
(i) conforms with the requirements of Section 409A of the Code, (ii) that voids
any election of yours to the extent it would violate Section 409A of the Code,
and (iii) for any distribution election that would violate Section 409A of the
Code, that defers distributions pursuant to the Award until the earliest to
occur of a distribution event that is allowable under Section 409A of the Code
or any distribution event that is both allowable under Section 409A of the Code
and is elected by you, subject to any valid second election to defer, that the
Committee permits second elections to defer in accordance with Section
409A(a)(4)(C).


Notwithstanding anything to the contrary in this
Deferral Agreement, if you are a “specified employee” (within the meaning of
Internal Revenue Code Section 409A) on the date of your  separation from service, then any payments or
benefits that otherwise would be payable under this Deferral Agreement within
the first 180 days following your separation from service (the “409A Suspension
Period”), shall instead be paid in a lump sum as soon as administratively
feasible after the 181st day following your separation from service.  Each payment under this Deferral Agreement
shall be considered a separate payment for purposes of Treasury Regulation
Sections 1.409A-1(b)(4) and 1.409A-2(b)(2). 
After the 409A Suspension Period, you will receive any remaining
payments and benefits due pursuant to this Deferral Agreement in accordance
with its terms (as if there had not been any suspension beforehand).


The Committee shall have the sole discretion
to interpret the requirements of the Code, including Section 409A, for purposes
of the Plan and this Deferral Agreement.


5.             Designation
of Beneficiary. 
Notwithstanding anything to the contrary contained herein or in the
Plan, following the execution of this Deferral Agreement, you may expressly
designate a beneficiary (the “Beneficiary”) to your rights and interest
under this Deferral Agreement.  You shall
designate the Beneficiary by completing and executing a designation of
beneficiary agreement substantially in the form attached hereto as Attachment
1 to Exhibit A “Designation of Beneficiary”) and delivering an
executed copy of the Designation of Beneficiary to the Company.


6.             Restrictions
on Transfer of Award. 
This Deferral Agreement may not be sold, pledged, or otherwise
transferred without the prior written consent of the Committee.  Notwithstanding the











foregoing,
you may transfer this Deferral Agreement (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 11, or
(ii) by gift to charitable institutions or by gift or transfer for
consideration to any of your relatives as follows (or to an inter vivos trust,
testamentary trust or other entity primarily for the benefit of any of your
relatives as follows): any child, stepchild, grandchild, parent, stepparent,
grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law, and including adoptive relationships. Any transferee of your
rights shall succeed to and be subject to all of the terms of this Award
Agreement and the Plan.


7.             Conditions
on Issuance of Shares; Transfer Restrictions.  Notwithstanding any other provision of the
Plan or of this Deferral Agreement: (i) 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; and
(ii) any Shares issued pursuant to this Deferral Agreement shall be
non-transferable until the first day of the seventh month following the
termination of your Continuous Service.


8.             Notices.  Any notice or communication required or
permitted by any provision of this Deferral 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 Deferral
Agreement.  Any such notice shall be
deemed to be given as of the date such notice is personally delivered or
properly mailed.


9.             Binding
Effect.  Except as
otherwise provided in this Deferral Agreement or in the Plan, every covenant,
term, and provision of this Deferral 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.


10.           Modifications.  This Deferral 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 or
materially affects your rights or obligations under this Deferral Agreement
(with such an affect being presumed to arise from a modification that would
trigger a violation of Section 409A of the Code).


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


12.           Severability.  Every provision of this Deferral 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 Deferral Agreement.


13.           Counterparts.  This Deferral 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.











14.           Plan Governs.  By signing this Deferral Agreement, you
acknowledge that you have received a copy of the Plan and that your Deferral
Agreement is subject to all the provisions contained in the Plan, the
provisions of which are made a part of this Deferral Agreement 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 Deferral Agreement and those of the Plan, the provisions of
the Plan shall control.


15.           Not a Contract of
Employment.  By executing
this Deferral Agreement you acknowledge and agree that nothing in this Deferral
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 the Company
would not have executed this Deferral Agreement but for these acknowledgements
and agreements.


16.           Governing Law.  The laws of the State of Delaware shall
govern the validity of this Deferral 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:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
					



 















EXHIBIT A


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Distribution
Election Agreement regarding Deferred Share Units






DISTRIBUTION
AGREEMENT, made this        
day of           ,
          , by and between                                         
(the “Participant”), and Sciele Pharma, Inc. (the “Company”), with respect to
compensation that you defer pursuant to the terms and conditions of the
Deferral Agreement (the “Deferral Agreement”) dated                    
      ,       
between the Participant and the Company.


WHEREAS,
the Company has established the Sciele Pharma, Inc. 2007 Stock Incentive
Plan(the “Plan”), and you have elected to defer compensation and thereby to
participate in said Plan and to accrue Deferred Share Units (“DSUs”) in
accordance with Section 9 of the Plan;


NOW
THEREFORE, it is mutually agreed as follows:


1.             Form and Time of Payment.  By the execution hereof, I agree to
participate in the Plan, upon the terms and conditions set forth therein, and,
in accordance therewith, elect to have my Account distributed to me in whole
Shares (with cash being paid in lieu of fractional Shares), upon the earliest of the events checked
below:


	
  Event

  	
   

  	
  Form of Distribution

  	
   

  	
  Time of Distribution

  
	
   

  o 
  Death

  	
   

  	
   

  o   One lump sum distribution.

   

  o   Substantially equal annual payments over a
  period of        years (up to 10).

  	
   

  	
   

  o   As soon as practicable.

   

  o   The next January 1st.

   

  o   Other:                       .

  
	
   

  o 
  Disability

  	
   

  	
   

  o   One lump sum distribution.

   

  o   Substantially equal annual payments over a
  period of        years (up to 10).

   

  	
   

  	
   

  o   As soon as practicable.

   

  o   The next January 1st.

   

  o   Other:                       .

  
	
   

  o 
  Other Separation from Service

  	
   

  	
   

  o   One lump sum distribution.

   

  o   Substantially equal annual payments over a
  period of        years (up to 10).

  	
   

  	
   

  o   As soon as practicable.

   

  o   The next January 1st.

   

  o   Other:                       .

  



 











 


	
  

  o 
  Change in Control

  	
   

  	
   

  o   One lump sum distribution.

   

  o   Substantially equal annual payments over a
  period of        years (up to 10).

  	
   

  	
   

  o   As soon as practicable.

   

  o   The next January 1st.

   

  o   Other:                       .

  
	
   

  o 
  Specified Date

  	
   

  	
   

  o   One lump sum distribution.

   

  o   Substantially equal annual payments over a
  period of        years (up to 10).

  	
   

  	
   

  Date:                 
         ,        .

  



 


2.             Designation of Beneficiary.  In the event of my death before I have
collected all of the benefits payable under the Plan, I hereby direct that any
remaining benefits payable under the Plan be distributed to the beneficiary or
beneficiaries I have designated pursuant to Attachment 1.


3.             Effect of Election.  I recognize and agree that the elections made
in Section 1 hereof apply to the entire value of my Account, and these
elections may only be changed at least one year in advance of the earliest date
on which payments would otherwise commence pursuant to Section 2 hereof, and
may only be changed pursuant to an election that conforms with the requirements
set forth in Section 9(c)(ii) of the Plan.


With respect to the elections made in Section 2
hereof, I may, by submitting an effective superseding Distribution Election
Form at any time and from time to time, prospectively change the beneficiary
designation and the manner of payment to a beneficiary.  Such elections shall, however, become
irrevocable upon my death.


4.             Taxes.  I recognize and agree that I am solely
responsible and liable for the satisfaction of all income taxes and penalties
that may arise in connection with my participation in the Plan (including any
taxes arising under Section 409A of the Code). 
The Company shall not have any obligation to indemnify or otherwise hold
me or any of my beneficiaries harmless from any or all of such taxes, but has
the discretion to take discretionary actions pursuant to Section 11(d) of the
Plan.


5.             Mutual Commitments.  The Company agrees to make payment of all
amounts due to me in accordance with the terms of the Plan and the elections I
make herein.  I agree to be bound by the
terms of the Plan, as in effect on the date hereof or properly amended
hereafter.


6.             Incorporation of Terms by
Reference. The terms of Sections 6 through 18 of the Deferral Agreement are
incorporated herein by reference, and shall apply to this Distribution
Agreement based on the understanding that references in such Sections to
Deferral Agreement shall refer to this Distribution Agreement for purposes
hereof.


[Signature Page to
Follow]











IN WITNESS WHEREOF,
the parties hereto have hereunto set their hands the day and year first
above-written.


	
   

  	
  SCIELE PHARMA, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
	
   

  	
  A duly authorized executive officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Printed Name:

  	
   

  	
   

  
					



 















Attachment
1


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN


Designation
of Death Beneficiary


In
the event of my death or “Disability” within the meaning of the Sciele Pharma,
Inc. 2007 Stock Incentive Plan (the “Plan”),
I hereby designate the following person to be my beneficiary for the Award(s)
(within the meaning of the Plan) identified below:


	
   

  	
  Name of Beneficiary:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Social Security No.:

  	
   

  



 


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


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


o            the                                     
Award that I received pursuant to an award agreement dated                   
     ,         
between me and Sciele Pharma, Inc. (the “Company”).


I
understand that this beneficiary designation operates to entitle the above-named
beneficiary to succeed, in the event of my death, to any and all of my rights
under the Award(s) designated above, and shall be effective from the date this
form is delivered to the Company until such date as I revoke this
designation.  A revocation shall occur
only if I deliver to an executive officer of the Company either (i) a written
revocation of this designation that is signed by me and notarized, or (ii) a
designation of death beneficiary, in the form set forth herein, that is
executed and notarized on a later date.


	
   

  	
  Date:

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  
	
   

  	
   

  
	
   

  	
  Your Name (printed):

  



 


Sworn to before me this


        day of                      ,
200   


                                                        


Notary Public


County of                                         


State of                                             



 1














EXHIBIT B


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Plan
Document






(Intentionally
Omitted)















EXHIBIT C


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



 1
 








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 Deferred Share Units 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.



 2