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                                                                    EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT


         THIS AGREEMENT is made and entered into as of the 1st day of January,
2000, by and between HORIZON PHARMACEUTICALS, INC., a Delaware corporation (the
"Company") and _______________________ ("Executive").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to employ the Executive, and the Executive
desires to accept such employment, upon the terms and conditions hereinafter set
forth;


         NOW, THEREFORE, in consideration of the covenants and mutual agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby agree
as follows:

         1.       Employment. Throughout the Term (as defined in Section 2
                  below), the Company shall employ Executive as provided herein,
                  and Executive hereby accepts such employment. In accepting
                  such employment, Executive states that, to the best of his
                  knowledge, he is not now, and by accepting such employment,
                  will not be, under any restrictions in the performance of the
                  duties contemplated under this Agreement as a result of the
                  provisions of any prior employment agreement or non-compete or
                  similar agreement to which Executive is or was a party.

         2.       Term of Employment. The term of Executive's employment by the
                  Company hereunder shall commence on January 1, 2000 (the
                  "Effective Date") and shall continue thereafter unless sooner
                  terminated as a result of Executive's death or in accordance
                  with the provisions of Section 7 below (the "Term").

         3.       Duties. Throughout the Term, and except as otherwise expressly
                  provided herein, Executive shall be employed by the Company as
                  the ___________________ of the Company. In such capacity,
                  Executive shall devote his full time to the performance of his
                  duties as _________________ of the Company in accordance with
                  the Company's By-laws, this Agreement and the directions of
                  the Company's Board of Directors. Without limiting the
                  generality of the foregoing, throughout the Term Executive
                  shall faithfully perform his duties as _________________ at
                  all times so as to promote the best interests of the Company.

         4.       Compensation.

                  (a)      Salary. For any and all services performed by
                           Executive under this Agreement during the Term, in
                           whatever capacity, the Company shall pay



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                           to Executive an annual salary of ________________
                           dollars ($___________) per year (the "Salary") less
                           any and all applicable federal, state and local
                           payroll and withholding taxes. The Salary shall be
                           paid in the same increments as the Company's normal
                           payroll, but no less frequent than bi-monthly and
                           prorated, however, for any period of less than a full
                           month. The Salary will be reviewed annually by the
                           Compensation Committee of the Board and a
                           determination shall be made at that time as to the
                           appropriateness of an increase, if any, thereto.

                  b.       Bonus. In addition to the Salary, Executive shall be
                           eligible to receive from the Company an incentive
                           compensation bonus (the "Bonus") based on a
                           percentage of his Salary. The Bonus, if any, shall be
                           determined based on the achievement by the Company
                           and/or Executive of certain specific strategic plans
                           and goals (the "Performance Goals") during the
                           preceding calendar year (the "Measurement Period") as
                           shall be determined by the Board in consultation with
                           the Executive. The initial Performance Goals will be
                           established by the Board within ____ (__) days of
                           Executive's employment hereunder. Thereafter, the
                           Performance Goals for each Measurement Period shall
                           be established as promptly as possible in each such
                           Measurement Period. Following each Measurement
                           Period, the Compensation Committee of the Board shall
                           review the Performance Goals for the prior
                           Measurement Period in light of the Company's and/or
                           Executive's actual performance during such
                           Measurement Period as reflected on the Company's
                           audited financial statements. Achievement of various
                           levels of the Performance Goals shall result in the
                           following payments as a percentage of Salary:

<TABLE>
<CAPTION>
                                    <S>                        <C>
                                    Level of Achievement       Bonus as Percent of Salary
                                    --------------------       --------------------------
                                    <S>                        <C>
                                    Below Threshold                      __%
                                    Threshold Goal                       __%
                                    Target Goal                          __%
                                    Stretch Goal                         __%
</TABLE>

                                    Payment of each year's Bonus, if any, shall
                           be made within thirty (30) days after the Company's
                           and/or Executive's performance for the Measurement
                           Period is established by the Compensation Committee
                           on the basis of the Company's audited financial
                           statements. In addition, and at its sole discretion,
                           the Board may award additional compensation to
                           Executive based on Executive's contributions to the
                           Company.

5.       Benefits and Other Rights. In consideration for Executive's performance
         under this Agreement, the Company shall provide to Executive the
         following benefits:

         (a)      The Company will provide Executive with cash advances for or
                  reimbursement of all reasonable out-of-pocket business
                  expenses incurred



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                  by Executive in connection with his employment hereunder. Such
                  reimbursement, however, is conditioned upon Executive adhering
                  to any and all reasonable policies established by Company from
                  time to time with respect to such reimbursements or advances,
                  including, but not limited to, a requirement that Executive
                  submit supporting evidence of any such expenses to the
                  Company.

         (b)      The Company will provide Executive and his family with group
                  medical coverage under the terms of the Company's health
                  insurance plan, but subject to completion of normal waiting
                  periods. During any such waiting period, or in the event that
                  at the date of this Agreement the Company's group medical
                  coverage is not yet in effect, then, in either case, Company
                  will pay, or reimburse Executive for, the cost of COBRA
                  coverage for Executive and his family under his prior health
                  plan.

         (c)      During the Term the Executive shall be entitled to ____ (__)
                  weeks paid vacation, it being understood and agreed that
                  unused vacation shall not be carried over from one year to the
                  next.

6.       Options. The Company may, at its sole discretion, grant to the
         Executive options pursuant to the Company's 1997 Non Qualified Stock
         Option Plan (the "Option Plan"). In the event that options are granted
         the Executive pursuant to the Option Plan, the Company agrees that such
         options shall provide that upon a "Change of Control" (as herein
         defined) all such options shall become fully vested and immediately
         exercisable. For purposes of this Agreement, a Change of Control shall
         mean the occurrence of any of the following events: (a) a merger,
         consolidation or reorganization of the Company in which the Company
         does not survive as an independent entity; (b) a sale of all or
         substantially all of the assets of the Company; (c) the first purchase
         of shares of common stock of the Company pursuant to a tender or
         exchange offer for more than a majority of the Company's outstanding
         shares of common stock by any person other than John N. Kapoor or an
         entity affiliated with or controlled by John N. Kapoor; or (d) any
         change of control of a nature that, if the Company were a publicly
         owned company, would, in the opinion of the Board of Directors, be
         required to be reported under the federal securities laws; provided
         that such a change of control shall be deemed to have occurred if (i)
         any person, other than John N. Kapoor or an entity affiliated with or
         controlled by John N. Kapoor, is or becomes the beneficial owner,
         directly or indirectly, of securities of the Company representing at
         least a majority of the combined voting power of the Company's then
         outstanding securities; or (ii) during any period of two consecutive
         years, individuals who at the beginning of such period constitute the
         Board of Directors of the Company cease for any reason to constitute a
         majority thereof unless the election of any director, who was not a
         director at the beginning of the period, was approved by a vote of at
         least 80% of the directors then still in office who were directors at
         the beginning of the period.


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7.       Termination of the Term.

         (a)      The Company shall have the right to terminate the Term under
                  the following circumstances:

                  (i)      Executive shall die; or

                  (ii)     With or without Cause, effective upon written notice
                           to Executive by the Company.

         (b)      This Agreement may be terminated by the Executive at any time
                  upon sixty (60) days prior written notice to the Company.

         (c)      For purposes of this Agreement, "Cause" shall mean:

                  (i)      Executive shall be charged with the commission of a
                           felony or a crime involving dishonesty, fraud or
                           moral turpitude;

                  (ii)     Executive has engaged in acts of fraud, embezzlement,
                           theft or other dishonest acts against the Company;

                  (iii)    Executive commits an act which negatively impacts the
                           Company or its employees including, but not limited
                           to, engaging in competition with the Company,
                           disclosing confidential information or engaging in
                           sexual harassment, discrimination or other human
                           rights-type violations;

                  (iv)     Executive's gross neglect or willful misconduct in
                           the discharge of his duties and responsibilities; or

                  (v)      Executive's repeated refusal to follow the lawful
                           direction of the Board of Directors or supervising
                           officers.

8.       Effect of Expiration or Termination of the Term. Promptly following the
         termination of the Term, and except as otherwise expressly agreed to by
         the Company in writing, Executive shall

         (a)      immediately resign from any and all other positions or
                  committees which Executive holds or is a member of with the
                  Company or any subsidiary of the Company including, but not
                  limited to, as a director of the Company or any subsidiary of
                  the Company.

         (b)      provide the Company with all reasonable assistance necessary
                  to permit the Company to continue its business operations
                  without interruption and



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                  in a manner consistent with reasonable business practices;
                  provided, however, that such transition period shall not
                  exceed thirty (30) days after termination nor require more
                  than twenty (20) hours of Executive's time per week and
                  Executive shall be promptly reimbursed for all out of pocket
                  expenses.

         (c)      deliver to the Company possession of any and all property
                  owned or leased by the Company which may then be in
                  Executive's possession or under his control, including,
                  without limitation, any and all such keys, credit cards,
                  automobiles, equipment, supplies, books, records, files,
                  computer equipment, computer software and other such tangible
                  and intangible property of any description whatsoever. If,
                  following the expiration or termination of the Term, Executive
                  shall receive any mail addressed to the Company, then
                  Executive shall immediately deliver such mail, unopened and in
                  its original envelope or package, to the Company; and

         (d)      Other than as provided in this Section 8, upon a termination
                  of employment all other benefits and/or entitlements to
                  participate in programs or benefits, if any, will cease as of
                  the effective date, except medical insurance coverage that may
                  be continued at Executive's own expense as provided by
                  applicable law or written Company policy.

         (e)      Upon termination of Executive pursuant to ss.7(a)(ii) without
                  Cause, the Company shall (i) provide Executive with Salary
                  continuance, subject to ss.8(g), for ______ (___) months (a
                  "Salary Continuance"), plus (ii) a lump sum payment equal to
                  (______)% of the Bonus, if any, paid to Executive for the
                  immediately preceding calendar year, plus (iii) provide _____
                  (___) months of COBRA coverage for Executive which shall be
                  substantially equivalent to that provided by the Company prior
                  to termination, plus (iv) provide _______ (___) months of car
                  allowance at __________ dollars ($__________) per month,
                  pursuant to return of existing company vehicle at time of
                  termination, plus (v) all of Executive's then unvested options
                  previously issued pursuant to the Company Option Plan shall
                  immediately vest and be exercisable as herein provided.

         (f)      Upon termination of Executive pursuant to ss. 7(a)(i), ss.
                  7(a)(ii) with Cause or ss. 7(b), the Company shall pay
                  Executive or Executive's estate all Salary accrued but unpaid
                  as of the date of such termination.

         (g)      In the extent that Executive shall be entitled to receive a
                  Salary Continuance and COBRA benefit pursuant to ss.8(e), such
                  Salary Continuance and COBRA benefit shall continue only until
                  such time as Executive shall have accepted another full-time
                  position. In addition, in the event that Executive shall
                  perform consulting or other services for



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                  which he shall receive compensation, all compensation shall be
                  reported to the Company and shall be offset against any
                  remaining Salary Continuance payments. Failure of Executive to
                  promptly report the receipt of any compensation from a third
                  party or the acceptance of a new position shall entitle the
                  Company to terminate all remaining Salary Continuance and
                  COBRA benefits and to seek restitution for any payments made
                  to Executive subsequent to such job acceptance or compensation
                  receipt;

         (h)      Upon the expiration or termination of this Agreement for any
                  reason, Executive, or Executive's estate, will have a period
                  of 120 days from the date of such expiration or termination in
                  which to exercise any vested option.

         (i)      Any dollar amounts which are to be paid at the time of
                  termination under this Section 8, other than Salary
                  Continuance and COBRA payments, shall be paid within thirty
                  (30) days after the date of termination. Any Salary
                  Continuance or COBRA payments shall be made in accordance with
                  the usual payroll practice which were applicable prior to
                  termination. Any and all payments made pursuant to this
                  Agreement shall be net of any and all applicable federal,
                  state and local payroll and withholding taxes.

9.       Restrictive Covenants for Executive. Executive hereby covenants and
         agrees with the Company that for so long as Executive is employed by
         the Company and for a period (the "Restricted Period") of thirty-six
         (36) months thereafter, Executive shall not, without the prior written
         consent of the Company, which consent shall be within the sole and
         exclusive discretion of the Company, either directly or indirectly, on
         his own account or as an executive, consultant, agent, partner, joint
         venturer, owner, officer, director or shareholder of any other person,
         firm, corporation, partnership, limited liability company or other
         entity, or in any other capacity, in any way:

         (a)      Carry on, be engaged in or have any financial interest in any
                  business which is in competition with the business of the
                  Company. For purposes of this Section 9, a business shall be
                  deemed to be in competition with the Company if it involves
                  research and development work involving products which were,
                  at the time of termination, being marketed by the Company or
                  which at such time were under study by the Company and
                  expected to be marketed within six (6) months of the date of
                  termination. Nothing in this Section 9 shall be construed so
                  as to preclude Executive from investing in any publicly held
                  company, provided Executive's beneficial ownership of any
                  class of such company's securities does not exceed 5% of the
                  outstanding securities of such class;

         (b)      solicit any current supplier, customer or client of the
                  Company or any affiliate of the Company or anyone who was a
                  supplier, customer or client



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                  at any time during the twelve (12) month period immediately
                  preceding termination, excluding customers such as
                  wholesalers, managed care agencies, shippers, commercial and
                  investment banks, IR/PR agencies, scientific and computer
                  consultants, lawyers and manufacturers; as long as
                  manufacturers have extra capacity, provided, however, that
                  where minimum alternative allocation sources would not be
                  available, requests for exceptions to this restriction will be
                  determined by the Company on a case by case basis; or

         (c)      solicit, employ or engage any person who was an employee of
                  the Company or any affiliate of the Company at any time during
                  the twelve (12) month period immediately preceding
                  termination.

10.      Confidentiality. The Executive acknowledges that during the period of
         his employment by the Company, and in his performance of services
         hereunder, he will be placed in a relationship of trust and confidence
         regarding the Company and its affairs. In the course of and due to that
         relationship he will have contact with the Company's customers,
         suppliers, affiliates, and distributors and their personnel. In the
         course of the aforesaid relationship, he will have access to and will
         acquire confidential information relating to the business and
         operations of the Company, including, without limitation, information
         relating to processes, plans and methods of operation of the Company.
         The Executive acknowledges that any such information that is not a
         trade secret, nonetheless constitutes confidential information as
         between himself and the Company, that the disclosure thereof (or of any
         information which he knows relates to confidential, trade, or other
         secret aspects of the Company's business) would cause substantial loss
         to the goodwill of the Company, and will continue to be made known to
         Executive only because of the position of trust and confidence which he
         will continue to occupy hereunder. In view of the foregoing, and in
         consideration of the covenants and premises of this Agreement, the
         Executive agrees that he will not, at any time during the term of his
         employment, and for a period of twelve (12) months thereafter, disclose
         to any person, firm or company any trade secrets or confidential
         information or such ideas which he may have acquired or developed or
         may acquire or develop relating to the business of the Company while
         serving the Company.

11.      Remedies.

         (a)      The covenants of Executive set forth in Sections 9 and 10 are
                  separate and independent covenants for which valuable
                  consideration has been paid, the receipt, adequacy and
                  sufficiency of which are acknowledged by Executive, and have
                  also been made by Executive to induce the Company to enter
                  into this Agreement. Each of the aforesaid covenants may be
                  availed of, or relied upon, by the Company in any court of
                  competent jurisdiction, and shall form the basis of injunctive
                  relief and damages



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                  including expenses of litigation (including, but not limited
                  to, reasonable attorneys fees upon trial and appeal) suffered
                  by the Company arising out of any breach of the aforesaid
                  covenants by Executive. The covenants of Executive set forth
                  in this Section 11 are cumulative to each other and to all
                  other covenants of Executive in favor of the Company contained
                  in this Agreement and shall survive the termination of this
                  Agreement for the purposes intended.

         (b)      Each of the covenants contained in Sections 9 and 10 above
                  shall be construed as agreements which are independent of any
                  other provision of this Agreement, and the existence of any
                  claim or cause of action by any party hereto against any other
                  party hereto, of whatever nature, shall not constitute a
                  defense to the enforcement of such covenants. If any of such
                  covenants shall be deemed unenforceable by virtue of its scope
                  in terms of geographical area, length of time or otherwise,
                  but may be made enforceable by the imposition of limitations
                  thereon, Executive agrees that the same shall be enforceable
                  to the fullest extent permissible under the laws and public
                  policies of the jurisdiction in which enforcement is sought.
                  The parties hereto hereby authorize any court of competent
                  jurisdiction to modify or reduce the scope of such covenants
                  to the extent necessary to make such covenants enforceable.

         (c)      In the event that Executive believes that the Company is in
                  violation of a material obligation owed to Executive under
                  this Agreement, and the Executive has given notice of such
                  violation to the Company requesting that the Company cure such
                  violation, and within twenty (20) business days the Company
                  has not undertaken steps to cure such violation or to provide
                  information to Executive demonstrating that the Company is not
                  in violation of the Agreement, and as a result of such failure
                  to cure or dispute such violation, the Executive terminates
                  the Agreement in accordance with Section 7(b), Executive shall
                  not be barred from seeking employment with a competitor
                  notwithstanding the restriction of Section 8(a); provided,
                  however, that all other restrictions contained in this
                  Agreement, including, but not limited to, the covenants in
                  Section 8(b) and in Section 9, shall remain in full force and
                  effect.

12.      Enforcement Costs. If any legal action or other proceeding is brought
         for the enforcement of this Agreement, or because of an alleged
         dispute, breach, default or misrepresentation in connection with any
         provisions of this Agreement, the successful or prevailing party or
         parties shall be entitled to recover reasonable attorney's fees, court
         costs and all expenses even if not taxable as court costs (including,
         without limitation, all such fees, costs and expenses incident to
         appeal and other post-judgment proceedings), incurred in that action or
         proceeding, in addition to any other relief to which such party or
         parties may be entitled. Attorney's fees shall include, without
         limitation, paralegal fees, investigative fees,



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         administrative costs, sales and use taxes and all other charges billed
         by the attorney to the prevailing party.

13.      Notices. Any and all notices necessary or desirable to be served
         hereunder shall be in writing and shall be

         (a)      personally delivered, or

         (b)      sent by certified mail, postage prepaid, return receipt
                  requested, or guaranteed overnight delivery by a nationally
                  recognized express delivery company, in each case addressed to
                  the intended recipient at the address set forth below.

         (c)      For notices sent to the Company:

                                            Horizon Pharmaceuticals, Inc.
                                            660 Hembree Parkway, Suite 106
                                            Roswell, Georgia 30076

                                            Telephone No.: (770) 442-9707
                                            Facsimile No.: (770) 442-9594

         (d)      For notices sent to Executive:

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

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

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


         Either party hereto may amend the addresses for notices to such party
         hereunder by delivery of a written notice thereof served upon the other
         party hereto as provided herein. Any notice sent by certified mail as
         provided above shall be deemed delivered on the third (3rd) business
         day next following the postmark date which it bears.

14.      Entire Agreement. This Agreement sets forth the entire agreement of the
         parties hereto with respect to the subject matter hereof, and all prior
         negotiations, agreements and understandings are merged herein. This
         Agreement may not be modified or revised except pursuant to a written
         instrument signed by the party against whom enforcement is sought.

15.      Severability. The invalidity or unenforceability of any provision
         hereof shall not affect the enforceability of any other provision
         hereof, and except as otherwise provided in Section 11 above, any such
         invalid or unenforceable provision shall be severed from this
         Agreement.


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16.      Waiver. Failure to insist upon strict compliance with any of the terms
         or conditions hereof shall not be deemed a waiver or such term or
         condition, and the waiver or relinquishment of any right or remedy
         hereunder at any one or more times shall not be deemed a waiver or
         relinquishment of such right or remedy at any other time or times.

17.      Governing Law. This Agreement and the rights and obligations of the
         parties hereto shall be governed by and construed in accordance with
         the laws of the State of Illinois, without regard to its conflicts of
         laws provisions. Each party hereto hereby (a) agrees that any
         litigation which may be initiated with respect to this Agreement or to
         enforce rights granted hereunder shall be initiated in a court located
         in Cook County, -Illinois and (b) consents to personal jurisdiction of
         such courts for such purpose.

18.      Benefit and Assignability. This Agreement shall inure to the benefit of
         and be binding upon the Company and its successors and assigns. The
         rights and obligations of Executive hereunder are personal to him, and
         are not subject to voluntary or involuntary alienation, transfer,
         delegation or assignment.


         IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the day and year first above written.



                                    HORIZON PHARMACEUTICALS, INC.

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



                                    EXECUTIVE:

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