EXHIBIT
4.2


Form of Stock Option Award
Agreement


under the


Sciele
Pharma, Inc. 2007 Stock Incentive Plan











SCIELE PHARMA, INC.


2007 STOCK INCENTIVE PLAN






Stock Option Award Agreement






Award No.
          


You are hereby awarded
the following stock option (the “Option”) to purchase Shares of Sciele
Pharma, Inc. (the “Company”), subject to the terms and conditions set
forth in this Stock Option Award Agreement (the “Award Agreement”) and
in the Sciele Pharma, Inc. 2007 Stock Incentive Plan (the “Plan”), which
is attached hereto as Exhibit A. 
You should carefully review the Plan and this Award Agreement, and
consult with your personal financial advisor, before exercising this Option.


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 Company’s Board of Directors or any Committee appointed by
the Board to administer the Plan, and shall (in the absence of material and
manifest bad faith or fraud) be final, conclusive and binding on all parties,
including you and your successors in interest. 
Terms that begin with initial capital letters have the special meanings
set forth in the Plan or in this Award Agreement (unless the context indicates
otherwise).


1.             Specific
Terms.  This Option shall
have, and be interpreted according to, the following terms, subject to the provisions
of the Plan in all instances:




	
  Your Name:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type of Stock
  Option:

  	
   

  	
  o  Incentive
  Stock Option (ISO)(1)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  o  Non-Incentive
  Stock Option(2)

  
	
   

  	
   

  	
   

  
	
  Number of Shares subject to Option:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Option Exercise Price per Share:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Grant Date:

  	
   

  	
   

  	
   

  
					






 


	
  Vesting Schedule:

  	
   

  	
   

  	
  (Establishes your rights to exercise this Option
  with respect to the Number of Shares stated above, subject to acceleration
  per Section 2 below and to any shareholder approval requirement set forth in
  the Plan.)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  o              
  % on Grant Date.

  



 






(1) If you directly or
indirectly own more than 10% of the voting power of all classes of stock of the
Company or of any Subsidiary, then the term of your ISO cannot exceed 5 years
and the exercise price must be at least 110% of the Fair Market Value (100% for
any other employee who is receiving ISO awards). Only employees may receive
ISOs.


(2) The
exercise price of a non-ISO must be at least 100% of the Fair Market Value of
the underlying Shares.











 


	
  

  	
  o

  	
   

  	
           %
  on each of the first     (#) annual (  quarterly/    monthly)
  anniversary dates of your Continuous Service after the Grant Date.

  
	
   

  	
   

  	
   

  	
   

  
	
  Lifetime Transfer:

  	
  o

  	
   

  	
  Allowed pursuant to Section 8 below only for
  Non-Incentive Stock Option.

  
	
   

  	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
  o

  	
   

  	
          
  years after Grant Date; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  o

  	
   

  	
  10 years after Grant Date

  



 


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 ends due to an Involuntary Termination that
occurs within the one-year period following a Change in Control.


3.             Term of
Option.  The term of the
Option will expire at 5:00 p.m. (E.D.T. or E.S.T., as applicable) on the
Expiration Date.  


4.             Manner of
Exercise.  The Option
shall be exercised in the manner set forth in the Plan, using the exercise form
attached hereto as Exhibit B.  The
amount of Shares for which the Option may be exercised is cumulative; that is,
if you fail to exercise the Option for all of the Shares vested under the
Option during any period set forth above, then any Shares subject to the Option
that are not exercised during such period may be exercised during any
subsequent period, until the expiration or termination of the Option pursuant
to Sections 2 and 6 of this Award Agreement and the terms of the Plan.  Fractional Shares may not be purchased.


5.             Special
ISO Provisions.  If
designated as an ISO, this Option shall be treated as an ISO to the extent
allowable under Section 422 of the Code, and shall otherwise be treated as a
Non-ISO.  If you sell or otherwise
dispose of Shares acquired upon the exercise of an ISO within 1 year from the
date such Shares were acquired or 2 years from the Grant Date, you agree to deliver
a written report to the Company within 10 days following the sale or other
disposition of such Shares detailing the net proceeds of such sale or
disposition.


6.             Termination
of Continuous Service.  If
your Continuous Service with the Company is terminated for any reason, this
Option shall terminate on the date on which you cease to have any right to
exercise the Option pursuant to the terms and conditions set forth in Section 6
of the Plan.


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 to your interest in the Option 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.             Restrictions
on Transfer of Awards. This Award Agreement may not be sold,
pledged, or otherwise transferred without the prior written consent of the
Committee.  Notwithstanding the
foregoing, you may transfer this Option (if allowed under Section 1 for a
Non-Incentive Stock Option) –


(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 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.  By signing this Award Agreement, you
acknowledge that you shall be solely responsible for the satisfaction of any
taxes that may arise (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.


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 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 e-mail or home 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 and
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).











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


22.           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 Option is 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






Form of
Exercise of Stock Option Award Agreement






Sciele Pharma, Inc.


	
  Attention:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


Dear Sir or Madam:


The undersigned elects to
exercise his/her Incentive Stock Option to purchase           
shares of Common Stock of Sciele Pharma, Inc. (the “Company”) under and
pursuant to a Stock Option Agreement dated as of                               .


1.             o Delivered herewith is a certified or bank cashier’s
or teller’s check and/or shares of Common Stock held by the undersigned for at
least six months*, valued at the closing sale price of the stock on the
business day prior to the date of exercise, as follows:


	
  $

  	
   

  	
  in cash or check

  
	
  $

  	
   

  	
  in the form of         
  shares of Common Stock,

  
	
   

  	
   

  	
   

  	
  valued at 

  	
  $

  	
   

  	
  per share

  
	
  $

  	
   

  	
  Total

  	
   

  



 


2.             o Delivered herewith are irrevocable instructions to a
broker approved by the Company to deliver promptly to the Company the amount of
sale or loan proceeds to pay the exercise price.**


If method 1 is chosen, the name or names to be on the
stock certificate or certificates and the address and Social Security Number of
such person(s) is as follows:


	
  Name:

  	
   

  
	
   

  
	
  Address:

  	
   

  
	
   

  
	
  Social Security Number 

  	
   

  	
   

  
					



 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
  Optionee

  
			



 


*The Committee may waive
the six months’ requirement in its discretion.


**The Committee must
approve this method in writing before your election











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