Exhibit
      10.4.6

    


    INVENTIV
      HEALTH, INC.

    


    Notice
      of Grant of

    Stock
      Option

    


    Grantee:
          

    Grant
      Date:    ,
      20  

    


    You
      are
      granted, effective as of the above grant date (the “Option Grant Date”), an
      option (the “Option”) to purchase   
      shares
      of common stock, $0.001 par value (the “Options Shares”), of inVentiv Health,
      Inc. (the “Corporation”), pursuant to the inVentiv Health, Inc. 2006 Long-Term
      Incentive Plan (the “Plan”). The Option is subject to the terms and conditions
      set forth below and in the Plan, which is incorporated into and made a part
      of
      this Stock Option Agreement (this “Agreement”). Capitalized terms used in the
      Agreement have the same meaning as defined in the Plan.

    


    Shares
      issuable upon exercise of the Option in accordance with the terms hereof will
      be
      delivered electronically, and you are required to establish an account with
      a
      brokerage firm selected by the Company as a condition to such exercise.


    


    	1.  	
            Exercise
              Price:
              $ 
              per Option Share.

          


    


    	a.
              	
            Number
              of Option Shares: 

          


    


    	b.
              	
            Type
              of Option:
              Nonqualified Stock Option (i.e., an option which is not an incentive
              stock
              option under Section 422 of the Code).

          


    


    	c.
              	
            Vesting:
              The Option will vest as follows:

          


    


    	·  	
            the
              Option shall vest with respect to 25% of the Option Shares on the first
              anniversary of the Option Grant Date;

          


    


    	·  	
            the
              Option shall vest with respect to 25% of the Option Shares on the second
              anniversary of the Option Grant Date;

          


    


    	·  	
            the
              Option shall vest with respect to 25% of the Option Shares on the third
              anniversary of the Option Grant Date; and

          


    


    	·  	
            the
              Option shall vest with respect to 25% of the Option Shares on the fourth
              anniversary of the Option Grant Date. 

          


    


    	d.
              	
            [For
              executive officers who are Board members: The Option shall immediately
              become vested with respect to all Option Shares in the event that (i)
              a
              transaction or a series of related transactions is consummated involving
              (A) a sale, transfer or other disposition of all or substantially all
              of
              the Corporation's assets, (B) the consummation of a merger or
              consolidation of the Corporation or (C) a sale or exchange of capital
              stock of the Corporation, in any case as a result of which the
              stockholders of the Corporation immediately prior to such transaction
              or
              series of related transactions own, in the aggregate, less than a majority
              of the outstanding voting capital stock or equity interests of the
              surviving, resulting or transferee entity or (ii) you die or become
              disabled while you are employed by the
              Corporation.]

          


    


    [For
      other executive officers: In the event that your employment with the Corporation
      or its successor company (or a subsidiary thereof) is terminated “Without Cause”
(as defined in the existing Employment Agreement between the Company and you)
      upon or before six (6) months following a Change of Control (as defined in
      the
      Plan) of the Corporation in which the successor company assumes or substitutes
      for the Option, the Option shall immediately become vested with respect to
      all
      Option Shares.

    


    	e.
              	
            Any
              unexercised portion of the Option shall be cancelled and terminated
              without payment therefor if the Fair Market Value of one share of Common
              Stock as of the date of a Change of Control is less than the exercise
              price per Option Share set forth above.

          


    


    	2.  	
            Registration
              Under Federal and State Securities Laws:
              The Option may not be exercised and the Corporation is not required
              to
              deliver Option Shares unless such Option Shares have been registered
              under
              Federal and applicable state securities laws, or are then exempt from
              such
              registration requirements.

          


    


    	3.  	
            Forfeiture
              of Option:
              The unexercised portion of the Option is subject to forfeiture upon
              a
              determination by the Committee that you have engaged in any of the
              conduct
              described in the first sentence of Section 13.5 of the Plan and that
              the
              Option should be forfeited as a
              consequence.

          


    


    	4.  	
            Expiration
              Date:
              The vested portion of the Option expires three months after termination
              of
              service to the Corporation, except if your service terminates by reason
              of
              death or disability, in which case the vested portion of the Option
              expires one year after termination of service to the Corporation. Except
              as provided in Section 1.d, the portion of the Option that has not
              vested
              as of the date of termination of your provision of services to the
              Corporation will be forfeited and returned to the Corporation, and
              all
              rights of you or your heirs in and to such portion of the Option will
              terminate, unless the Committee determines otherwise in its sole and
              absolute discretion. Subject to earlier termination as provided in
              this
              Agreement and the Plan, the Option expires on the 10th
              anniversary of the Option Grant Date.

          


    


    	5.  	
            Tax
              Withholding.
              It is a condition to the award of the Option that you make arrangements
              satisfactory to the Corporation to satisfy all tax withholding amounts
              and
              other required deductions with respect to the Option and the Option
              Shares. You will be permitted to satisfy these obligations by (i) making
              a
              cash payment to the Corporation or (ii) directing the Corporation to
              sell
              vested Option Shares as to which the Option has been exercised in an
              amount sufficient to generate net proceeds equal to or exceeding the
              amount of such obligations. If you do not satisfy such obligations
              as and
              when the same become due, the Corporation will withhold a number of
              vested
              Option Shares as to which the Option has been exercised having a value,
              determined in the sole discretion of the Corporation, equal to the
              amount
              of the unsatisfied obligations and you will have no further interest
              in
              the withheld Option Shares or any proceeds thereof and will have no
              right
              to be compensated therefor.

          


    


    	6.  	
            Restrictions
              on Transfer:
              You are not permitted to sell,
              assign, transfer or otherwise encumber any portion of the Option, other
              than by will or the laws of descent and distribution, and
              any such attempted disposition or encumbrance shall be void and
              unenforceable against the Corporation, provided
              that you may assign or transfer the Option or a portion thereof with
              the
              consent of the Committee to (a) your spouse, children or grandchildren
              (including any adopted and step children or grandchildren), (b) to
              a trust
              or partnership for the benefit of one or more of you or the persons
              referred to in clause (a), or (c) for charitable donations; provided
              that
              the recipient shall be bound by and subject to all of the terms and
              conditions of the Plan and this Agreement and shall execute an agreement
              satisfactory to the Corporation evidencing such obligations; and provided
              further that you shall remain bound by the terms and conditions of
              the
              Plan.

          


    


    	7.  	
            Dispute
              Resolution.
              Any controversy or claim arising out of or relating to this award will
              be
              submitted to arbitration under the auspices of the American Arbitration
              Association in accordance with its Commercial Dispute Resolution
              Procedures and Rules and at its office in Wilmington, Delaware. The
              award
              of the arbitrator will be final and binding upon the parties, and judgment
              may be entered with respect to such award in any court of competent
              jurisdiction. The award or decision rendered by the arbitrator will
              be
              final, binding and conclusive and judgment may be entered upon such
              award
              by any court of competent jurisdiction.

          


    


    INVENTIV
      HEALTH, INC.