<PAGE>
                                                                    Exhibit 10.2

                         QUATRX PHARMACEUTICALS COMPANY

                            2005 STOCK INCENTIVE PLAN

                          NOTICE OF STOCK OPTION GRANT

[Optionee]

     You have been granted an option to purchase Common Stock of QuatRx
Pharmaceuticals Company (the "Company") pursuant to the Company's 2005 Stock
Incentive Plan as follows:

<TABLE>
<S>                               <C>
Board Approval Date:              <<BoardApprovalDate>>

Grant Date (Later of Board
Approval Date or Commencement
of Employment/Consulting):        <<GrantDate>>

Exercise Price per Share:         $<<ExercisePrice>>

Total Number of Shares Granted:   <<NoofShares>>

Total Exercise Price:             $<<TotalExercisePrice>>

Type of Option:                   <<Merge Record #>> Shares Incentive Stock
                                  Option

                                  <<Merge Record #>> Shares Nonstatutory Stock
                                  Option

Expiration Date:                  <<Merge Record #>>/<<ExpirDate>>

Vesting Commencement Date:        <<VestingCommenceDate>>

Vesting/Exercise Schedule:        So long as your employment or consulting
                                  relationship with the Company continues, the
                                  Shares underlying this Option shall vest and
                                  become exercisable in accordance with the
                                  following schedule: [___________ of the total
                                  number of Shares subject to the Option shall
                                  vest and become exercisable on the ________
                                  month anniversary of the Vesting Commencement
                                  Date and _______ of the total number of Shares
                                  subject to the Option shall vest and become
                                  exercisable on the same day of each month
                                  thereafter].
</TABLE>

<PAGE>

<TABLE>
<S>                               <C>
Termination Period:               The vested portion of this Option may be
                                  exercised for ninety (90) days after
                                  termination of employment or consulting
                                  relationship except as set out in Section 5 of
                                  the Stock Option Agreement (but in no event
                                  later than the Expiration Date). Optionee is
                                  responsible for keeping track of these
                                  exercise periods following termination for any
                                  reason of his or her service relationship with
                                  the Company. The Company will not provide
                                  further notice of such periods.

Transferability:                  This Option may not be transferred.
</TABLE>

     By your signature and the signature of the Company's representative below,
you and the Company agree that this option is granted under and governed by the
terms and conditions of the QuatRx Pharmaceuticals Company 2005 Stock Incentive
Plan and the Stock Option Agreement, both of which are attached and made a part
of this document.

     In addition, you agree and acknowledge that your rights to any Shares
underlying the Option will be earned only as you provide services to the Company
over time, that the grant of the Option is not as consideration for services you
rendered to the Company prior to your Vesting Commencement Date, and that
nothing in this Notice or the attached documents confers upon you any right to
continue your employment or consulting relationship with the Company for any
period of time, nor does it interfere in any way with your right or the
Company's right to terminate that relationship at any time, for any reason, with
or without cause.

                                        QuatRx Pharmaceuticals Company


                                        By:
-------------------------------------       ------------------------------------
[Optionee]                              Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       -2-

<PAGE>

                         QUATRX PHARMACEUTICALS COMPANY

                            2005 STOCK INCENTIVE PLAN

                             STOCK OPTION AGREEMENT

     1. GRANT OF OPTION. QuatRx Pharmaceuticals Company, a Delaware corporation
(the "Company"), hereby grants to [________] ("Optionee"), an option (the
"Option") to purchase the total number of shares of Common Stock (the "Shares")
set forth in the Notice of Stock Option Grant (the "Notice"), at the exercise
price per Share set forth in the Notice (the "Exercise Price") subject to the
terms, definitions and provisions of the QuatRx Pharmaceuticals Company 2005
Stock Incentive Plan (the "Plan") adopted by the Company, which is incorporated
in this Agreement by reference. Unless otherwise defined in this Agreement, the
terms used in this Agreement shall have the meanings defined in the Plan.

     2. DESIGNATION OF OPTION. This Option is intended to be an Incentive Stock
Option as defined in Section 422 of the Code only to the extent so designated in
the Notice, and to the extent it is not so designated or to the extent the
Option does not qualify as an Incentive Stock Option, it is intended to be a
Nonstatutory Stock Option.

     Notwithstanding the above, if designated as an Incentive Stock Option, in
the event that the Shares subject to this Option (and all other Incentive Stock
Options granted to Optionee by the Company or any Subsidiary, including under
other plans of the Company) that first become exercisable in any calendar year
have an aggregate Fair Market Value (determined for each Share as of the Grant
Date of the option covering such Share) in excess of $100,000, the Shares in
excess of $100,000 shall be treated as subject to a Nonstatutory Stock Option,
in accordance with Section 9(b) of the Plan.

     3. EXERCISE OF OPTION. This Option shall be exercisable during its term in
accordance with the Vesting/Exercise Schedule set out in the Notice and with the
provisions of Section 10 of the Plan as follows:

          (a) RIGHT TO EXERCISE.

               (i) This Option may not be exercised for a fraction of a share.

               (ii) In the event of Optionee's death, disability or other
termination of employment, the exercisability of the Option is governed by
Section 5 below, subject to the limitations contained in this Section 3.

               (iii) In no event may this Option be exercised after the
Expiration Date of the Option as set forth in the Notice.

<PAGE>

          (b) METHOD OF EXERCISE.

               (i) This Option shall be exercisable by execution and delivery of
the Exercise Notice and Restricted Stock Purchase Agreement attached hereto as
Exhibit A (the "Exercise Agreement") or of any other form of written or
electronic notice approved for such purpose by the Company which shall state
Optionee's election to exercise the Option, the number of Shares in respect of
which the Option is being exercised, and such other representations and
agreements as to the holder's investment intent with respect to such Shares as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by Optionee and shall be delivered to the Company
by such means as are determined by the Administrator in its discretion to
constitute adequate delivery. The written or electronic notice shall be
accompanied by payment of the Exercise Price and payment of all applicable
withholding taxes. As set forth in Section 10(a)(ii) of the Plan, this Option
shall be deemed to be exercised upon receipt by the Company of such written or
electronic notice accompanied by the Exercise Price and payment of all
applicable withholding taxes.

               (ii) The Company is not obligated, and will have no liability for
failure, to issue or deliver any Shares upon exercise of the Option unless such
issuance or delivery would comply with the Applicable Laws, with such compliance
determined by the Company in consultation with its legal counsel. This Option
may not be exercised until such time as the Plan has been approved by the
stockholders of the Company, or if the issuance of such Shares upon such
exercise or the method of payment of consideration for such shares would
constitute a violation of any applicable federal or state securities or other
law or regulation, including any rule under Part 221 of Title 12 of the Code of
Federal Regulations as promulgated by the Federal Reserve Board. As a condition
to the exercise of this Option, the Company may require Optionee to make any
representation and warranty to the Company as may be required by the Applicable
Laws. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to Optionee on the date on which the Option is exercised
with respect to such Shares.

     4. METHOD OF PAYMENT. Payment of the Exercise Price shall be by any of the
following, or a combination of the following, at the election of Optionee:

          (a) cash;

          (b) check or wire transfer (denominated in U.S. Dollars);

          (c) by surrender of other Shares which have a Fair Market Value on the
date of surrender equal to the aggregate Exercise Price of the Shares as to
which the Option is being exercised provided that prior to the date on which the
Company becomes subject to FAS 123R, such Shares shall, in the case of Shares
acquired by the Optionee upon the exercise of such Option, have been owned by
Optionee for more than six (6) months on the date of surrender (or such other
period of time as is necessary to avoid the Company's incurring adverse
accounting charges); or


                                       -2-

<PAGE>

          (d) consideration received by the Company under a broker-assisted sale
and remittance program acceptable to the Administrator; or

          (e) provided that it does not result in the Company's incurring any
adverse accounting charges with respect to an Option relative to Options not
having such term, by the Company's withholding from the Option a number of
Shares having as of the exercise date a Fair Market Value equal to the aggregate
exercise price applicable to the Shares being exercised.

     5. TERMINATION OF RELATIONSHIP. Following the date of Optionee's
Termination of Employment for any reason (the "Termination Date"), Optionee may
exercise the Option only as set forth in the Notice and this Section 5. To the
extent that Optionee is not entitled to exercise this Option as of the
Termination Date, or if Optionee does not exercise this Option within the
Termination Period set forth in the Notice or the termination periods set forth
below, the Option (to the extent not exercised) shall automatically terminate.
In no event, may any Option be exercised after the Expiration Date of the Option
as set forth in the Notice.

          (a) TERMINATION. In the event of Optionee's Termination of Employment
other than as a result of Optionee's disability or death, Optionee may exercise
this Option during the Termination Period set forth in the Notice to the extent
such Options were vested and exercisable at the Termination Date.

          (b) OTHER TERMINATIONS. In connection with any termination other than
a termination covered by Section 5(a), Optionee may exercise the Option only as
described below:

               (i) TERMINATION UPON DISABILITY OF OPTIONEE. Upon an Optionee's
Termination of Employment as a result of the Optionee's disability, all
outstanding Options granted to such Optionee that were vested and exercisable as
of the Termination Date may be exercised by the Optionee until one (1) year
following Optionee's Termination of Employment as a result of Optionee's
disability, including Total and Permanent Disability; provided however, that in
no event shall the Option be exercised after the Expiration Date of the Option
as set forth in the Notice.

               (ii) DEATH OF OPTIONEE. Upon an Optionee's Termination of
Employment as a result of the Optionee's death, all outstanding Options granted
to such Optionee that were vested and exercisable as of the date of the
Optionee's death may be exercised until the earlier of (A) one (1) year
following the Optionee's death or (B) the Expiration Date set forth in the
Notice. If an Option is held by the Optionee when he or she dies, the Option may
be exercised, to the extent the Option is vested and exercisable, by the
beneficiary designated by the Optionee (as provided in Section 15 of the Plan),
the executor or administrator of the Optionee's estate or, if none, by the
person(s) entitled to exercise the Option under the Optionee's will or the laws
of descent or distribution.

     6. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by him or her. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of Optionee.


                                       -3-

<PAGE>

     7. TAX CONSEQUENCES. Below is a brief summary as of the date of this Option
of certain of the federal tax consequences of exercise of this Option and
disposition of the Shares under the laws in effect as of the Grant Date. THIS
SUMMARY IS INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.
OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING
OF THE SHARES.

          (a) INCENTIVE STOCK OPTION.

               (i) TAX TREATMENT UPON EXERCISE AND SALE OF SHARES. If this
Option qualifies as an Incentive Stock Option, there will be no regular federal
income tax liability upon the exercise of the Option, although the excess, if
any, of the Fair Market Value of the Shares on the date of exercise over the
Exercise Price will be treated as an adjustment to the alternative minimum tax
for federal tax purposes and may subject Optionee to the alternative minimum tax
in the year of exercise. If Shares issued upon exercise of an Incentive Stock
Option are held for at least one year after exercise and are disposed of at
least two years after the Grant Date, any gain realized on disposition of the
Shares will also be treated as long-term capital gain for federal income tax
purposes. If Shares issued upon exercise of an Incentive Stock Option are
disposed of within such one-year period or within two years after the Grant
Date, any gain realized on such disposition will be treated as compensation
income (taxable at ordinary income rates) to the extent of the difference
between the Exercise Price and the lesser of (i) the Fair Market Value of the
Shares on the date of exercise, or (ii) the sale price of the Shares.

               (ii) NOTICE OF DISQUALIFYING DISPOSITIONS. With respect to any
Shares issued upon exercise of an Incentive Stock Option, if Optionee sells or
otherwise disposes of such Shares on or before the later of (i) the date two
years after the Grant Date, or (ii) the date one year after the date of
exercise, Optionee shall immediately notify the Company in writing of such
disposition. Optionee acknowledges and agrees that he or she may be subject to
income tax withholding by the Company on the compensation income recognized by
Optionee from the early disposition by payment in cash or out of the current
earnings paid to Optionee.

          (b) NONSTATUTORY STOCK OPTION. If this Option does not qualify as an
Incentive Stock Option, there may be a regular federal (and state) income tax
liability upon the exercise of the Option. Optionee will be treated as having
received compensation income (taxable at ordinary income tax rates) equal to the
excess, if any, of the Fair Market Value of the Shares on the date of exercise
over the Exercise Price. If Optionee is an Employee, the Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount equal to a percentage of this
compensation income at the time of exercise. If Shares issued upon exercise of a
Nonstatutory Stock Option are held for at least one year, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
income tax purposes.

     8. LOCK-UP AGREEMENT. In connection with the initial public offering of the
Company's securities and upon request of the Company or the underwriters
managing any underwritten offering of the Company's securities, Optionee hereby
agrees not to sell, make any short sale of, loan, grant any option for the
purchase of, or otherwise dispose of any securities of


                                       -4-

<PAGE>

the Company however and whenever acquired (other than those included in the
registration) without the prior written consent of the Company or such
underwriters, as the case may be, for such period of time (not to exceed 180
days but subject to extension or extensions as may be required by the
underwriters in order to publish research reports while complying with Rule 2711
of the National Association of Securities Dealers, Inc.) from the effective date
of such registration as may be requested by the Company or such managing
underwriters and to execute an agreement reflecting the foregoing as may be
requested by the underwriters at the time of the public offering.

     9. EFFECT OF AGREEMENT. Optionee acknowledges receipt of a copy of the Plan
and represents that he or she is familiar with the terms and provisions thereof
(and has had an opportunity to consult counsel regarding the Option terms), and
hereby accepts this Option and agrees to be bound by its contractual terms as
set forth herein and in the Plan. Optionee hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Administrator
regarding any questions relating to the Option. In the event of a conflict
between the terms and provisions of the Plan and the terms and provisions of the
Notice and this Agreement, the Plan terms and provisions shall prevail. The
Option, including the Plan, constitutes the entire agreement between Optionee
and the Company on the subject matter hereof and supersedes all proposals,
written or oral, and all other communications between the parties relating to
such subject matter.

                            [Signature Page Follows]


                                       -5-

<PAGE>

     This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original and all of which together shall constitute one
document.

[Optionee]                              QUARTRX PHARMACEUTICALS COMPANY


                                        By:
-------------------------------------       ------------------------------------
                                        Name:
Dated:                                        ----------------------------------
      -------------------------------   Title:
                                               ---------------------------------


                                       -6-

<PAGE>

                                    EXHIBIT A

                         QUATRX PHARMACEUTICALS COMPANY

                            2005 STOCK INCENTIVE PLAN

             EXERCISE NOTICE AND RESTRICTED STOCK PURCHASE AGREEMENT

     This Agreement ("Agreement") is made as of _______________, by and between
QuatRx Pharmaceuticals Company, a Delaware corporation (the "Company"), and
[________] ("Purchaser"). To the extent any capitalized terms used in this
Agreement are not defined, they shall have the meaning ascribed to them in the
Company's 2005 Stock Incentive Plan (the "Plan").

     1. EXERCISE OF OPTION. Subject to the terms and conditions hereof,
Purchaser hereby elects to exercise his or her option to purchase [_______]
shares of the Common Stock (the "Shares") of the Company under and pursuant to
the Plan and the Stock Option Agreement granted [_____ __], 2005 (the "Option
Agreement"). The purchase price for the Shares shall be $<<ExercisePrice>> per
Share for a total purchase price of $__________. The term "Shares" refers to the
purchased Shares and all securities received in replacement of the Shares or as
stock dividends or splits, all securities received in replacement of the Shares
in a recapitalization, merger, reorganization, exchange or the like, and all
new, substituted or additional securities or other properties to which Purchaser
is entitled by reason of Purchaser's ownership of the Shares.

     2. TIME AND PLACE OF EXERCISE. The purchase and sale of the Shares under
this Agreement shall occur at the principal office of the Company simultaneously
with the execution and delivery of this Agreement in accordance with the
provisions of Section 3(b) of the Option Agreement. On such date, the Company
will deliver to Purchaser a certificate representing the Shares to be purchased
by Purchaser (which shall be issued in Purchaser's name or, if requested by
Purchaser, in the name of the Purchaser and his or her spouse) against payment
of the exercise price therefor by Purchaser by any method listed in Section 4 of
the Option Agreement.

     3. LIMITATIONS ON TRANSFER. In addition to any other limitation on transfer
created by applicable securities laws, Purchaser shall not assign, encumber or
dispose of any interest in the Shares except in compliance with the provisions
below and applicable securities laws.

          (a) RIGHT OF FIRST REFUSAL. Before any Shares held by Purchaser or any
transferee of Purchaser (either being sometimes referred to herein as the
"Holder") may be sold or otherwise transferred (including transfer by gift or
operation of law), the Company or its assignee(s) shall have a right of first
refusal to purchase the Shares on the terms and conditions set forth in this
Section 3(a) (the "Right of First Refusal").

               (i) NOTICE OF PROPOSED TRANSFER. The Holder of the Shares shall
deliver to the Company a written notice (the "Notice") stating: (i) the Holder's
bona fide intention to sell or otherwise transfer such Shares; (ii) the name of
each proposed purchaser or

<PAGE>

other transferee ("Proposed Transferee"); (iii) the number of Shares to be
transferred to each Proposed Transferee; and (iv) the terms and conditions of
each proposed sale or transfer. The Holder shall offer the Shares at the same
price (the "Offered Price") and upon the same terms (or terms as similar as
reasonably possible) to the Company or its assignee(s).

               (ii) EXERCISE OF RIGHT OF FIRST REFUSAL. At any time within
thirty (30) days after receipt of the Notice, the Company and/or its assignee(s)
may, by giving written notice to the Holder, elect to purchase all, but not less
than all, of the Shares proposed to be transferred to any one or more of the
Proposed Transferees, at the purchase price determined in accordance with
subsection (iii) below.

               (iii) PURCHASE PRICE. The purchase price ("Purchase Price") for
the Shares purchased by the Company or its assignee(s) under this Section 3(a)
shall be the Offered Price. If the Offered Price includes consideration other
than cash, the cash equivalent value of the non-cash consideration shall be
determined by the Board of Directors of the Company in good faith.

               (iv) PAYMENT. Payment of the Purchase Price shall be made, at the
option of the Company or its assignee(s), in cash (by check), by cancellation of
all or a portion of any outstanding indebtedness, or by any combination thereof
within 30 days after receipt of the Notice or in the manner and at the times set
forth in the Notice.

               (v) HOLDER'S RIGHT TO TRANSFER. If all of the Shares proposed in
the Notice to be transferred to a given Proposed Transferee are not purchased by
the Company and/or its assignee(s) as provided in this Section 3(a), then the
Holder may sell or otherwise transfer such Shares to that Proposed Transferee at
the Offered Price or at a higher price, provided that such sale or other
transfer is consummated within 60 days after the date of the Notice and provided
further that any such sale or other transfer is effected in accordance with any
applicable securities laws and the Proposed Transferee agrees in writing that
the provisions of this Section 3 shall continue to apply to the Shares in the
hands of such Proposed Transferee. If the Shares described in the Notice are not
transferred to the Proposed Transferee within such period, or if the Holder
proposes to change the price or other terms to make them more favorable to the
Proposed Transferee, a new Notice shall be given to the Company, and the Company
and/or its assignees shall again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.

               (vi) EXCEPTION FOR CERTAIN FAMILY TRANSFERS. Anything to the
contrary contained in this Section 3(a) notwithstanding, the transfer of any or
all of the Shares during Purchaser's lifetime or on Purchaser's death by will or
intestacy to Purchaser's Immediate Family or a trust for the benefit of
Purchaser's Immediate Family shall be exempt from the provisions of this Section
3(a). "Immediate Family" as used herein shall mean spouse, lineal descendant or
antecedent, father, mother, brother or sister. In such case, the transferee or
other recipient shall receive and hold the Shares so transferred subject to the
provisions of this Section, and there shall be no further transfer of such
Shares except in accordance with the terms of this Section 3.


                                      -2-

<PAGE>

          (b) INVOLUNTARY TRANSFER.

               (i) COMPANY'S RIGHT TO PURCHASE UPON INVOLUNTARY TRANSFER. In the
event, at any time after the date of this Agreement, of any transfer by
operation of law or other involuntary transfer (including death or divorce, but
excluding a transfer to Immediate Family as set forth in Section 3(a)(vi) above)
of all or a portion of the Shares by the record holder thereof, the Company
shall have an option to purchase all of the Shares transferred at the greater of
the purchase price paid by Purchaser pursuant to this Agreement or the Fair
Market Value of the Shares on the date of transfer. Upon such a transfer, the
person acquiring the Shares shall promptly notify the Secretary of the Company
of such transfer. The right to purchase such Shares shall be provided to the
Company for a period of thirty (30) days following receipt by the Company of
written notice by the person acquiring the Shares.

               (ii) PRICE FOR INVOLUNTARY TRANSFER. With respect to any stock to
be transferred pursuant to Section 3(b)(i), the price per Share shall be a price
set by the Board of Directors of the Company that will reflect the current value
of the stock in terms of present earnings and future prospects of the Company.
The Company shall notify Purchaser or his or her executor of the price so
determined within thirty (30) days after receipt by it of written notice of the
transfer or proposed transfer of Shares. However, if the Purchaser does not
agree with the valuation as determined by the Board of Directors of the Company,
the Purchaser shall be entitled to have the valuation determined by an
independent appraiser to be mutually agreed upon by the Company and the
Purchaser and whose fees shall be borne equally by the Company and the
Purchaser.

          (c) ASSIGNMENT. The right of the Company to purchase any part of the
Shares may be assigned in whole or in part to any shareholder or shareholders of
the Company or other persons or organizations.

          (e) RESTRICTIONS BINDING ON TRANSFEREES. All transferees of Shares or
any interest therein will receive and hold such Shares or interest subject to
the provisions of this Agreement. Any sale or transfer of the Company's Shares
shall be void unless the provisions of this Agreement are satisfied.

          (f) TERMINATION OF RIGHTS. The right of first refusal granted the
Company by Section 3(a) above and the option to repurchase the Shares in the
event of an involuntary transfer granted the Company by Section 3(b) above shall
terminate upon the first sale of Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"). Upon termination of the right of first refusal
described in Section 3(a) above, a new certificate or certificates representing
the Shares not repurchased shall be issued, on request, without the legend
referred to in Section 5(a)(ii) herein and delivered to Purchaser.

     4. INVESTMENT AND TAXATION REPRESENTATIONS. In connection with the purchase
of the Shares, Purchaser represents to the Company the following:


                                      -3-

<PAGE>

          (a) Purchaser is aware of the Company's business affairs and financial
condition and has acquired sufficient information about the Company to reach an
informed and knowledgeable decision to acquire the Shares. Purchaser is
purchasing these securities for investment for his or her own account only and
not with a view to, or for resale in connection with, any "distribution" thereof
within the meaning of the Securities Act or under any applicable provision of
state law. Purchaser does not have any present intention to transfer the Shares
to any person or entity.

          (b) Purchaser understands that the Shares have not been registered
under the Securities Act by reason of a specific exemption therefrom, which
exemption depends upon, among other things, the bona fide nature of Purchaser's
investment intent as expressed herein.

          (c) Purchaser further acknowledges and understands that the securities
must be held indefinitely unless they are subsequently registered under the
Securities Act or an exemption from such registration is available. Purchaser
further acknowledges and understands that the Company is under no obligation to
register the securities. Purchaser understands that the certificate(s)
evidencing the securities will be imprinted with a legend which prohibits the
transfer of the securities unless they are registered or such registration is
not required in the opinion of counsel for the Company.

          (d) Purchaser is familiar with the provisions of Rules 144 and 701,
each promulgated under the Securities Act, which, in substance, permit limited
public resale of "restricted securities" acquired, directly or indirectly, from
the issuer of the securities (or from an affiliate of such issuer), in a
non-public offering subject to the satisfaction of certain conditions. Purchaser
understands that the Company provides no assurances as to whether he or she will
be able to resell any or all of the Shares pursuant to Rule 144 or Rule 701,
which rules require, among other things, that the Company be subject to the
reporting requirements of the Securities Exchange Act of 1934, as amended, that
resales of securities take place only after the holder of the Shares has held
the Shares for certain specified time periods, and under certain circumstances,
that resales of securities be limited in volume and take place only pursuant to
brokered transactions. Notwithstanding this paragraph (d), Purchaser
acknowledges and agrees to the restrictions set forth in paragraph (e) below.

          (e) Purchaser further understands that in the event all of the
applicable requirements of Rule 144 or 701 are not satisfied, registration under
the Securities Act, compliance with Regulation A, or some other registration
exemption will be required; and that, notwithstanding the fact that Rules 144
and 701 are not exclusive, the Staff of the Securities and Exchange Commission
has expressed its opinion that persons proposing to sell private placement
securities other than in a registered offering and otherwise than pursuant to
Rule 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons and their respective brokers who participate in such transactions do so
at their own risk.

          (f) Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser's purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted any tax consultants Purchaser
deems advisable in connection with the


                                      -4-

<PAGE>

purchase or disposition of the Shares and that Purchaser is not relying on the
Company for any tax advice.

     5. RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.

          (a) LEGENDS. The certificate or certificates representing the Shares
shall bear the following legends (as well as any legends required by applicable
state and federal corporate and securities laws):

               (i)  THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                    REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN
                    ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN
                    CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH
                    SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE
                    REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
                    COUNSEL FOR THE COMPANY THAT SUCH REGISTRATION IS NOT
                    REQUIRED UNDER THE SECURITIES ACT OF 1933.

               (ii) THE SHARES REPRESENTED BY THIS CERTIFICATE MAY BE
                    TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN
                    AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF
                    WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

          (b) STOP-TRANSFER NOTICES. Purchaser agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

          (c) REFUSAL TO TRANSFER. The Company shall not be required (i) to
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Agreement or (ii) to treat as owner
of such Shares or to accord the right to vote or pay dividends to any purchaser
or other transferee to whom such Shares shall have been so transferred.

     6. NO EMPLOYMENT RIGHTS. Nothing in this Agreement shall affect in any
manner whatsoever the right or power of the Company, or a parent or subsidiary
of the Company, to terminate Purchaser's employment or consulting relationship,
for any reason, with or without cause.

     7. LOCK-UP AGREEMENT. In connection with the initial public offering of the
Company's securities and upon request of the Company or the underwriters
managing any


                                      -5-

<PAGE>

underwritten offering of the Company's securities, Purchaser agrees not to sell,
make any short sale of, loan, grant any option for the purchase of, or otherwise
dispose of any securities of the Company however or whenever acquired (other
than those included in the registration) without the prior written consent of
the Company or such underwriters, as the case may be, for such period of time
(not to exceed 180 days but subject to extension or extensions as may be
required by the underwriters in order to publish research reports while
complying with Rule 2711 of the National Association of Securities Dealers,
Inc.) from the effective date of such registration as may be requested by the
Company or such managing underwriters and to execute an agreement reflecting the
foregoing as may be requested by the underwriters at the time of the public
offering.

     8. MISCELLANEOUS.

          (a) GOVERNING LAW. This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed, construed and interpreted in accordance with the laws of the State of
Delaware, without giving effect to principles of conflicts of law.

          (b) ENTIRE AGREEMENT; ENFORCEMENT OF RIGHTS. This Agreement sets forth
the entire agreement and understanding of the parties relating to the subject
matter herein and merges all prior discussions between them. No modification of
or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the parties to this
Agreement. The failure by either party to enforce any rights under this
Agreement shall not be construed as a waiver of any rights of such party.

          (c) SEVERABILITY. If one or more provisions of this Agreement are held
to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually
agreeable and enforceable replacement for such provision, then (i) such
provision shall be excluded from this Agreement, (ii) the balance of the
Agreement shall be interpreted as if such provision were so excluded and (iii)
the balance of the Agreement shall be enforceable in accordance with its terms.

          (d) CONSTRUCTION. This Agreement is the result of negotiations between
and has been reviewed by each of the parties hereto and their respective
counsel, if any; accordingly, this Agreement shall be deemed to be the product
of all of the parties hereto, and no ambiguity shall be construed in favor of or
against any one of the parties hereto.

          (e) NOTICES. Any notice required or permitted by this Agreement shall
be in writing and shall be deemed sufficient when delivered personally or sent
by telegram or fax or forty-eight (48) hours after being deposited in the U.S.
mail, as certified or registered mail, with postage prepaid, and addressed to
the party to be notified at such party's address as set forth below or as
subsequently modified by written notice.

          (f) COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


                                      -6-

<PAGE>

          (g) SUCCESSORS AND ASSIGNS. The rights and benefits of this Agreement
shall inure to the benefit of, and be enforceable by the Company's successors
and assigns. The rights and obligations of Purchaser under this Agreement may
only be assigned with the prior written consent of the Company.

                            [Signature Page Follows]


                                      -7-

<PAGE>

     The parties have executed this Exercise Notice and Restricted Stock
Purchase Agreement as of the date first set forth above.


                                        COMPANY:

                                        QUATRX PHARMACEUTICALS COMPANY


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        PURCHASER:

                                        [Optionee]


                                        ----------------------------------------
                                        (Signature)

                                        Address:
                                                 -------------------------------

                                                 -------------------------------


                                       -8-

<PAGE>

                                     RECEIPT

     The undersigned hereby acknowledges receipt of Certificate No. _____ for
__________ shares of Common Stock of QuatRx Pharmaceuticals Company.


Dated:                                  ----------------------------------------
       ---------------                  [Optionee]

<PAGE>

                                     RECEIPT

     QuatRx Pharmaceuticals Company (the "Company") hereby acknowledges receipt
of (check as applicable):

     ________   A check in the amount of $________

     ________   The cancellation of indebtedness in the amount of $________

     ________   Certificate No. _____ representing __________ shares of the
                Company's Common Stock with a fair market value of $_______

given by [Optionee] as consideration for Certificate No. _____ for _________
shares of Common Stock of the Company.

Dated:
       --------------

                                        QuatRx Pharmaceuticals Company


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                              (print)
                                        Title:
                                               ---------------------------------