**Exhibit 10.4**

**ICAGEN, INC.**

**Nonstatutory Stock Option Agreement**

**Granted Under 2004 Stock Incentive Plan**

 

Thisagreement evidences the grant by Icagen, Inc., a Delaware corporation (the “Company”), on                     ,200     (the “Grant Date”) to                     , an [employee], [consultant], [director] of theCompany (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2004 Stock Incentive Plan (the “Plan”), a total of                     shares (the “Shares”) of common stock, $0.001 par value per share, of the Company (“Common Stock”) at$         per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on                     (the “Final Exercise Date”). 

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulationspromulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly underits terms. 

 

Thisoption becomes exercisable (“vest”) as to                                                                                .

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximumextent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

 

(a)Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full as follows: 

(1) in cash or by check, payable to the order of the Company; 

(2) by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to theCompany sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly

to the Company cash or a check sufficient to pay the exercise price and any required tax withholding; 

(3) with the approval of the Board, when the Common Stock is registered under the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at their fair market value asdetermined by (or in a manner approved by) the Board in good faith (“Fair Market Value”), provided (i) such method of payment is then permitted under applicable law and (ii) such Common Stock, if acquired directly from theCompany, was owned by the Participant at least six months prior to such delivery; 

(4) to the extent permittedby applicable law and by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board maydetermine; or 

(5) by any combination of the above permitted forms of payment. 

The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share[or for fewer than ten whole shares]. 

(b) Continuous Relationship with the Company Required. Except as otherwiseprovided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, theCompany or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”). 

(c) [FOR EXECUTIVE OFFICERS] Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participantfor any reason, then, except as provided in paragraph[s] (d) [and (e)] below, the right to exercise this option shall terminate              [days/years] [180 days for any grantmade during the first four years of employment; one year for any grant made during the fifth year of employment; two years for any grant made during the sixth year of employment; three years for any grant made during the seventh year of employment;four years for any grant made during the eighth year of employment; five years for any grant made during the ninth year of employment or beyond] after such cessation (but in no event after the Final Exercise Date), provided that this optionshall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition orconfidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

[FOR NON-EXECUTIVE OFFICERS AND OTHER PARTICIPANTS] Termination of Relationship with the Company. If the Participant ceases to be anEligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate 180 days after such cessation (but in no event after the Final Exercise Date),

 

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provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, ifthe Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, theright to exercise this option shall terminate immediately upon such violation. 

(d) Discharge for Cause. If theParticipant, prior to the Final Exercise Date, is discharged by the Company for “cause” (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such discharge. “Cause” shallmean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting,advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant shall be considered to have been discharged for“Cause” if the Company determines, within 30 days after the Participant’s resignation, that discharge for cause was warranted. 

(e) [Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or sheis an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (d) above, this option shall be exercisable, within the period of one year following the date of death or disabilityof the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or herdeath or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.] [TO BE DELETED FOR AN EXECUTIVE OFFICER WHO HAS BEEN EMPLOYED FOR GREATER THAN FOUR YEARS] 

 
4.Agreement in Connection with Public Offering. 
The Participant agrees, in connection with an underwritten public offering of the Company’s securities pursuant to a registration statement under the Securities Act, (i) not to sell, make shortsale of, loan, grant any options for the purchase of, or otherwise dispose of any shares of Common Stock held by the Participant (other than those shares included in the offering) without the prior written consent of the Company or the underwritersmanaging such initial underwritten public offering of the Company’s securities for such number of days (not to exceed 180 days) from the effective date of such registration statement as the Company or the managing underwriters may require, and(ii) to execute any agreement reflecting clause (i) above as may be requested by the Company or the managing underwriters at the time of such offering. 

 
5.Withholding. 
No Shareswill be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheldin respect of this option. When the Common Stock is registered under the Exchange Act, Participant may satisfy

 

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such tax obligations in whole or in part by delivery of shares of Common Stock owned by Participant valued at their Fair Market Value; provided, however, that the total tax withholding wherestock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that areapplicable to such supplemental taxable income). The Company may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to Participant. 

 
6.Nontransferability of Option. 
This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of theParticipant, this option shall be exercisable only by the Participant. 

 
7.Provisions of the Plan. 
This option is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this option. 

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument. 

 
    Icagen, Inc.Dated:     By:       Name:     Title:
 

 

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**PARTICIPANT’S ACCEPTANCE**

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledgesreceipt of a copy of the Company’s 2004 Stock Incentive Plan. 

 
PARTICIPANT: Address:     
 

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