EXHIBIT 10.7 STOCK OPTION AGREEMENTS/CHARLES O'KEE



 






Exhibit
10.7



NON-QUALIFIED STOCK OPTION AGREEMENT




          THIS
AGREEMENT, entered into on January 3, 2005 (the “Grant
Date”), is made by and between Catalyst Pharmaceutical Partners, Inc., a Florida corporation
(“Catalyst”) and Charles O’Keeffe, a consultant to Catalyst, hereinafter referred to as “Optionee”:




     WHEREAS, Catalyst is desirous of increasing the incentive of the Optionee whose contributions
are important to the continued success of Catalyst.



          NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and
valuable consideration, receipt of which is hereby acknowledged, Catalyst hereby grants the
Optionee the Non-qualified Stock Option provided for herein, upon the following terms and
conditions:




ARTICLE I




DEFINITIONS




          Whenever the following terms are used in this Agreement, they shall have the meaning specified
below unless the context clearly indicates to the contrary. The masculine pronoun shall include
the feminine and neuter, and the singular the plural, where the context so indicates.




Section 1.1 Board




          “Board” shall mean the Board of Directors of Catalyst.




Section 1.2 Common Stock




          “Common Stock” shall mean the common stock of Catalyst, par value $.01 per share.




Section 1.3 Code




          “Code” shall mean the Internal Revenue Code of 1986, as amended.




Section 1.4 Committee




          “Committee” shall mean the Compensation Committee of the Board, or another committee of the
Board, or the full Board, if no Committee has been named, to administer the grant of Options.




Section 1.5 Director




          “Director” shall mean a member of the Board.




 









 








Section 1.6 Exchange Act




          “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




Section 1.7 Grant Date




          “Grant Date” shall mean January ___, 2005.




Section 1.8 Option




          “Option” shall mean the non-qualified stock option to purchase Common Stock of Catalyst
granted under this Agreement.




Section 1.9 Rule 16b-3




          “Rule 16b-3” shall mean that certain Rule 16b-3 under the Exchange Act, as such Rule may be
amended from time to time.




Section 1.10 Securities Act




          “Securities Act” shall mean the Securities Act of 1933, as amended.




Section 1.11 Stock Option Administrator




          “Stock Option Administrator” shall mean the officer designated, from time to time, by the
Committee to serve as the Stock Option Administrator and any agents of the Stock Option
Administrator.




ARTICLE II




GRANT OF OPTION




Section 2.1 Grant of Option




          In consideration of the Optionee’s agreement to serve as a Director and act as a consultant to
Catalyst, and for other good and valuable consideration, on the date hereof Catalyst irrevocably
grants to the Optionee the option to purchase any part or all of an aggregate of 50,000 shares of
its Common Stock upon the terms and conditions set forth in this Agreement.




Section 2.2 Purchase Price




          The purchase price of the shares of Common Stock covered by the Option shall be $2.00 per
share without commission or other charge.




Section 2.3 Consideration to Catalyst




          In consideration of the granting of this Option by Catalyst, the Optionee agrees to render
faithful and efficient services to Catalyst, with such duties and responsibilities as Catalyst




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shall from time to time prescribe. Nothing in this Agreement shall confer upon the Optionee any
right to continue as a director or Consultant of Catalyst, or shall interfere with or restrict in
any way the rights of Catalyst, which are hereby expressly reserved, to discharge the Optionee at
any time for any reason whatsoever, with or without cause.




ARTICLE III




PERIOD OF EXERCISABILITY




Section 3.1 Commencement of Exercisability




          The Option shall become exercisable immediately.




Section 3.2 Duration of Exercisability




          The Option shall remain exercisable until they become unexercisable under Section 3.3.




Section 3.3 Expiration of Option




          The Option may not be exercised to any extent by anyone after the expiration of the earlier
of: (a) five (5) years from the date the Option was granted; or (ii) one year from the date of
Optionee’s death.




ARTICLE IV




EXERCISE OF OPTION




Section 4.1 Persons Eligible to Exercise




          During the lifetime of the Optionee, only the Optionee, or any person to whom the Option may
be transferred pursuant to Section 6.2 below, may exercise the Option or any portion thereof.
After the death of the Optionee, any exercisable portion of the Option may, prior to the time when
the Option becomes unexercisable under Section 3.3, be exercised by his personal representative or
by any person empowered to do so under the deceased Optionee’s will or under the then applicable
laws of descent and distribution.




Section 4.2 Partial Exercise




          Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be
exercised in whole or in part at any time prior to the time when the Option or portion thereof
becomes unexercisable under Section 3.3; provided, however, that each partial
exercise shall be for not less than one hundred (100) shares of Common Stock and shall be for whole
shares only.




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Section 4.3 Manner of Exercise




          The Option, or any exercisable portion thereof, may be exercised solely by delivery to the
Stock Option Administrator or an agent of the Stock Option Administrator, as designated by the
Committee from time to time, of all of the following prior to the time when the Option or such
portion becomes unexercisable under Section 3.3:





          (a) A written notice complying with the applicable rules established by the Committee
stating that the Option, or a portion thereof, is exercised. The notice shall be signed by
the Optionee or other person then entitled to exercise the Option or such portion. It shall
be accompanied by payment in cash equal to the product of the per share exercise price times
the number of shares of Common Stock with respect to which the option or portion is being
exercised;




          (b) A bona fide written representation and agreement, in a form satisfactory to the
Committee, signed by the Optionee or other person then entitled to exercise such Option or
portion, stating that the shares of Common Stock are being acquired for his own account, for
investment and without any present intention of distributing or reselling said shares or any
of them except as may be permitted under the Securities Act and then applicable rules and
regulations thereunder, and that the Optionee or other person then entitled to exercise such
Option or portion will indemnify Catalyst against and hold it free and harmless from any
loss, damage, expense or liability resulting to Catalyst if any sale or distribution of the
shares of Common Stock by such person is contrary to the representation and agreement
referred to above. The Committee may, in its absolute discretion, take whatever additional
actions it deems appropriate to insure the observance and performance of such representation
and agreement and to effect compliance with the Securities Act and any other federal or
state securities laws or regulations. Without limiting the generality of the foregoing, the
Committee may require an opinion of counsel acceptable to it to the effect that any
subsequent transfer of shares of Common Stock acquired on an Option exercise does not
violate the Securities Act, and may issue stop-transfer orders covering such shares. Share
certificates evidencing stock issued on exercise of this Option shall bear an appropriate
legend referring to the provisions of this subsection (b) and the agreements herein. The
written representation and agreement referred to in the first sentence of this subsection
(c) shall, however, not be required if the shares of Common Stock to be issued pursuant to
such exercise have been registered under the Securities Act, and such registration is then
effective in respect of such shares; and




          (c) Full payment to Catalyst of all amounts which, under federal, state or local tax
law, it is required to withhold upon exercise of the Option; and




          (d) In the event the Option or any portion thereof shall be exercised pursuant to
Section 4.1 by any person or persons other than the Optionee, appropriate proof of the right
of such person or persons to exercise the Option.



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Section 4.4 Conditions to Issuance of Stock Certificates




          The shares of Common Stock deliverable upon the exercise of the Option, or any portion
thereof, may be either previously authorized but unissued shares or issued shares which have then
been reacquired by Catalyst. Such shares of Common Stock shall be fully paid and nonassessable.
Catalyst shall not be required to issue or deliver any certificate or certificates for shares of
stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of
the following conditions:




          (a) The admission of such shares of Common Stock to listing on all stock exchanges on which
such class of stock is then listed; and




          (b) The completion of any registration or other qualification of such shares of Common Stock
under any state or federal law or under rulings or regulations of the Securities and Exchange
Commission or of any other governmental regulatory body, which the Committee shall, in its absolute
discretion, deem necessary or advisable; and




          (c) The obtaining of any approval or other clearance from any state or federal governmental
agency which the Committee shall, in its absolute discretion, determine to be necessary or
advisable; and




          (d) The receipt by Catalyst of full payment for such shares of Common Stock, including payment
of all amounts which, under federal, state or local tax law, Catalyst (or other employer
corporation) is required to withhold upon exercise of the Option; and




          (e) The lapse of such reasonable period of time following the exercise of the Option as the
Committee may from time to time establish for reasons of administrative convenience.




Section 4.5 Rights as Shareholder




          The holder of the Option shall not be, nor have any of the rights or privileges of, a
shareholder of Catalyst in respect of any shares of Common Stock purchasable upon the exercise of
any part of the Option unless and until certificates representing such shares of Common Stock shall
have been issued by Catalyst to such holder.




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ARTICLE V




EFFECT OF CHANGES IN CAPITALIZATION




Section 5.1 Recapitalization




          If the outstanding shares of Common Stock of Catalyst are increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities of Catalyst by
reason of any recapitalization, reclassification, reorganization (other than as described in
Section 5.2 below), stock split, reverse split, combination of shares, exchange of shares, stock
dividend or other distribution payable in capital stock of Catalyst, or other increase or decrease
in such shares effected without receipt of consideration by Catalyst, an appropriate and
proportionate adjustment shall be made by the Committee in the number and kind of shares of Common
Stock issuable upon exercise of this Option, and in the purchase price per share of this Option.




Section 5.2 Reorganization or Change in Control




          In the event of a Reorganization (as defined below) of Catalyst, this Option shall become
immediately vested and, to the extent applicable, exercisable for such period of time specified in
Section 3.3(a). For purposes of this Agreement a “Reorganization” of an entity shall be deemed to
occur if such entity is a party to a merger, consolidation, reorganization, or other business
combination with one or more entities in which said entity is not the surviving entity, if such
entity disposes of substantially all of its assets, or if such entity is a party to a spin-off,
split-off, split-up or similar transaction; provided, however, that the transaction shall not be a
Reorganization if Catalyst, any parent or any subsidiary is the surviving entity.




Section 5.3 Dissolution or Liquidation




          Upon the dissolution or liquidation of Catalyst, this Option shall terminate. In the event of
any termination of this Option under this Section 5.3, Optionee shall have the right, immediately
prior to the occurrence of such termination and during such reasonable period as the Committee in
its sole discretion shall determine and designate, to exercise this Option in whole or in part,
whether or not this Option was otherwise exercisable at the time such termination occurs and
without regard to any limitation on exercise imposed pursuant to Article III above.




Section 5.4 Adjustments




          Adjustments under this Article V related to stock or securities of Catalyst shall be made by
the Committee, whose determination in that respect shall be final, binding, and conclusive. No
fractional shares of Common Stock or units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be eliminated in each case
by rounding downward to the nearest whole share or unit.




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Section 5.5 No Limitations




          The grant of this Option hereunder shall not affect or limit in any way the right or power of
Catalyst to make adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to sell or transfer all or
any part of its business or assets.




ARTICLE VI




OTHER PROVISIONS




Section 6.1 Administration




          All actions taken and all interpretations and determinations made by the Committee in good
faith shall be final and binding upon the Optionee, Catalyst and all other interested persons. No
member of the Committee shall be personally liable for any action, determination or interpretation
made in good faith with respect to the Option. In its absolute discretion, the Board may at any
time and from time to time exercise any and all rights and duties of the Committee under the Plan
and this Agreement except with respect to matters which under Rule 16b-3 or Section 162(m) of the
Code, or any regulations or rules issued thereunder, are required to be determined in the sole
discretion of the Committee.




Section 6.2 Option Not Transferable




          This Option shall not be assignable or transferable by the Optionee, other than by will or the
laws of descent and distribution; provided, however, that this Option may be transferred or
assigned to (i) family members or entities (including trusts) established for the benefit of the
Optionee or the Optionee’s family members or (ii) any other person, as permitted by applicable
securities law. Any Option assigned or transferred pursuant to this Section 6.2 shall continue to
be subject to the same terms and conditions as were applicable to the Option immediately before the
transfer; provided, however, that any Option transferred for value may not be exercised under any
Registration Statement on Form S-8 and upon exercise of such transferred Option the holder will
only be entitled to receive shares of restricted stock that have not been registered under the
Securities Act.




Section 6.3 Shares to Be Reserved




          Catalyst shall at all times during the term of the Option reserve and keep available such
number of shares of Common Stock as will be sufficient to satisfy the requirements of this
Agreement.




Section 6.4 Notices




          Any notice to be given under the terms of this Agreement to Catalyst shall be addressed to
Catalyst in care of the officer designated as the Stock Option Administrator from time to time, and
any notice to be given to the Optionee shall be addressed to him at the address

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given beneath his signature hereto. By a notice given pursuant to this Section 6.4, either
party may hereafter designate a different address for notices to be given to him. Any notice which
is required to be given to the Optionee shall, if the Optionee is then deceased, be given to the
Optionee’s personal representative if such representative has previously informed Catalyst of his
status and address by written notice under this Section 6.4. Any notice shall be deemed duly given
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, deposited (with
postage prepaid) in a post office or branch post office regularly maintained by the United States
Postal Service; provided, however, that any notice to be given by the Optionee
relating to the exercise of the Option or any portion thereof shall be deemed duly given upon
receipt by the Stock Option Administrator or his office.




Section 6.5 Titles




          Titles are provided herein for convenience only and are not to serve as a basis for
interpretation or construction of this Agreement.




Section 6.6 Construction




          This Agreement shall be administered, interpreted and enforced under the internal laws of the
State of Florida without regard to conflicts of laws thereof.




Section 6.7 Conformity to Securities Laws




          The Optionee acknowledges that this Agreement is intended to conform to the extent necessary
with all provisions of the Securities Act and the Exchange Act and any and all regulations and
rules promulgated by the Securities and Exchange Commission thereunder, including, without
limitation, the applicable exemptive conditions of Rule 16b-3. Notwithstanding anything herein to
the contrary, the Option is granted and may be exercised, only in such a manner as to conform to
such laws, rules and regulations. To the extent permitted by applicable law, this Agreement shall
be deemed amended to the extent necessary to conform to such laws, rules and regulations.




Section 6.8 Amendments




          This Agreement may be amended without the consent of the Optionee provided that such amendment
would not impair any rights of the Optionee under this Agreement. No amendment of this Agreement
shall, without the consent of the Optionee, impair any rights of the Optionee under this Agreement.




[Signatures on Next Page]




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SIGNATURE PAGE




          IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto.



	 	 	 	 	 
	 	CATALYST PHARMACEUTICAL PARTNERS, INC.

 	 
	 	By:  	/s/ Patrick J. McEnany
 	 
	 	 	Name:  	Patrick J. McEnany 	 
	 	 	Title:  	CEO 	 
	 



	 	 	 	 	 
	 	OPTIONEE:

 	 
	 	/s/ Charles O’Keeffe
 	 
	 	Charles O’Keeffe 	 
	 	 	 
	 





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