EXHIBIT
4.4


Form of Restricted Share Units
Award Agreement


under the


Sciele
Pharma, Inc. 2007 Stock Incentive Plan











SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Restricted
Share Unit Award Agreement






Award No.
              


You
are hereby awarded Restricted Share Units (the “RSUs”) subject to the
terms and conditions set forth in this Restricted Share Unit Award Agreement (“Award
Agreement”), and in the Sciele Pharma, Inc. 2007 Stock Incentive Plan (the “Plan”),
which is attached as Exhibit A.  You
should carefully review these documents and consult with your personal
financial advisor, in order to fully understand the implications of this Award
Agreement, including your tax consequences.


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 upon all parties, including you,
your heirs and representatives. 
Capitalized terms are defined in the Plan or in this Award Agreement.


1.             Specific
Terms.  Your RSUs have the
following terms:


	
  Name of Participant

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Number of RSUs Subject to Award

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Purchase Price per Share (if applicable)

  	
   

  	
  Not applicable.

  
	
   

  	
   

  	
   

  
	
  Award Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  At the rate of       %
  on each of the next [       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
  vesting.

  
	
   

  	
   

  	
   

  
	
  Deferral Election

  	
   

  	
  o Allowed
  in accordance with Section 8(g) and 9 of the Plan, according to the terms and
  conditions set forth in any deferral election and distribution election forms
  that the Committee may provide at your request.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 –











o                  100% vested if
your continuous service ends due to your death or “disability” within the
meaning of Section 409A of the Code;


o                  100% vested if
your continuous service with the Company ends due to an involuntary termination
that occurs within the twelve months following a Change in Control.


3.             Termination
of Continuous Service. 
This Award shall be canceled and become automatically null and void
immediately after termination of your Continuous Service for any reason, but
only to the extent you have not become vested, pursuant to the foregoing terms,
on or at the time your Continuous Service ends.


4.             Satisfaction
of Vesting Restrictions; Tax Withholding.  No Shares will be issued before you complete
the requirements that are necessary for you to vest in the Shares underlying
your RSUs.  As soon as practicable after
the later of (i) the date on which your RSUs vest in whole or in part or (ii)
the date or dates set forth in your deferral and distribution election forms
(if allowed under Section 1 and made by you), the Company will issue to you or
your duly-authorized transferee, free from vesting restrictions (but subject to
such legends as the Company determines to be appropriate), one Share for each
vested RSU with such number of Shares issued to you being reduced by a number
of Shares having a fair market value equal to the minimum statutory tax
withholding required in connection with the vesting of your RSUs, with cash
being withheld from your pay for any additional withholding and employment
taxes that applicable tax laws may require. 
Certificates shall not be delivered to you unless all applicable
employment and tax-withholding obligations have been satisfied.  Fractional shares will not be issued, and
cash will be paid in lieu thereof.


5.             Investment
Purposes. By executing this Award, you represent and warrant to
the Company that any Shares issued to you pursuant to your RSUs 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.


6.             Dividends.   Whenever Shares are delivered to you or your
duly-authorized transferee pursuant to the vesting of the Shares underlying
your Restricted Share Units, you or your duly-authorized transferee shall also
be entitled to receive, with respect to each Share issued, (i) a number of
Shares equal to the stock dividends which were declared and paid to the holders
of Shares between the Grant Date and the date such Share is issued, and (ii) a
number of Shares having a Fair Market Value (on the date of each cash dividend
payment date) equal to any cash dividends that were paid to the holders of
Shares based on a record date between the Grant Date and the date such Share is
issued.  To the extent that your
Continuous Service ends before vesting of the shares, you will forfeit all
dividends (whether paid in cash or in stock) attributable to all such shares.


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, if any, in this
Award and any underlying Shares.  You
shall designate the Beneficiary by completing and executing a designation of
beneficiary agreement substantially in the form attached hereto as Exhibit B
(the “Designation of Beneficiary”) and delivering an executed copy of
the Designation of Beneficiary to the Company.











8.             Restrictions
on Transfer of Award. Your rights under this Award Agreement may
not be sold, pledged, or otherwise transferred without the prior written
consent of the Committee.


9.             Income
Taxes and Deferred Compensation. 
You are solely responsible and liable for the satisfaction of all taxes
and penalties that may arise in connection with this Award (including any taxes
arising under Section 409A of the Code), and the Company shall not have any
obligation to indemnify or otherwise hold you harmless from any or all of such
taxes.  The Committee has the discretion
to unilaterally interpret this Award and the Plan in a 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, to make
distributions pursuant to the Award at 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, provided that the Committee
permits second elections to defer in accordance with Section 409A(a)(4)(C).  The Committee shall have the sole discretion
to interpret the requirements of the Code, including Section 409A, for purposes
of the Plan and this Award Agreement.


10.           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.


11.           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.


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


13.           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.


14.           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.


15.           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.











16.           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.


17.           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 he
or she was 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 rights of the
Company, to terminate your employment, service, or consulting relationship at
any time, with or without just cause; and (iv) the Company would not have
granted this Award to you but for these acknowledgements and agreements.


18.           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 the RSUs hereby awarded under and governed by
the terms and conditions of this Award Agreement and the Plan.


	
   

  	
  SCIELE PHARMA, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  The undersigned Participant hereby accepts the terms
  of

  
	
   

  	
  this Award Agreement and the Plan.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name of Participant:

  	
   

  	
   

  
						



 















EXHIBIT A


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Plan
Document






(Intentionally
Omitted)











EXHIBIT B


SCIELE PHARMA, INC.


2007
STOCK INCENTIVE PLAN






Designation
of Beneficiary






In connection with Awards granted pursuant to the
Plan, I hereby designate the person specified below as the beneficiary 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 will 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