Exhibit 4.1

DIRECTOR STOCK OPTIONAGREEMENT

Under The 2007 EquityIncentive Plan Of Forest Laboratories, Inc.

In consideration ofservices to be rendered by you (the "Optionee") to ForestLaboratories, Inc., a Delaware corporation (the "Company"), as anon-employee director of the Company, you have been granted anoption (the "Option") under the Company’s 2007 EquityIncentive Plan (the "2007 Plan"), which is incorporated herein byreference, to purchase from the Company a number of shares ofCommon Stock of the Company (the "Shares") at the price per Shareas listed on the Optionee’s option grant information page(the "Information Page") on the website of the Stock PlanAdministrator (as defined in Section 8 below) subject to the termsand conditions of this Agreement and the 2007 Plan.

**1.	OPTIONTERMS.** The date of grant, the maximum number of Shares theOption entitles the Optionee to purchase, the option exercise priceper Share and the date or dates on which the Option will vest(*i.e.*, will become first exercisable) are identified on theInformation Page. No options granted under this Agreement shallqualify as incentive stock options and as a result all such optionsshall be non-incentive stock options ("non-ISOs").

**2.	TERM OF OPTIONAND EXERCISABILITY.** The Option shall expire ten years from thedate of the grant and, subject to the provisions of Paragraph 4hereof, shall become first exercisable as to the Shares covered bythe Option in one or more installments on the dates listed on theInformation Page. Notwithstanding the foregoing, the Option may notbe exercised as to less than 100 Shares at any time (or theremaining Shares covered by the Option, if less than 100 Shares);and the Option may not be exercised until fulfillment of allapplicable conditions precedent referred to in Paragraph 5 hereof.The exercise price of the Option shall be paid in full in cash atthe time of exercise or as set forth in clause (c) or (d) ofParagraph 3 hereof.

**3.	METHOD OFEXERCISING OPTION.** The Option may be exercised by the Optionee(or his or her permitted transferee as set forth in Paragraph 6hereof) by calling the Stock Plan Administrator or by accessing theStock Plan Administrator’s online benefit website. The Optionexercise shall specify the number of Shares as to which the Optionis being exercised. Payment of the exercise price for all of theShares as to which the Option is being exercised may be made: (a)by wire transfer, check or money order payable to the order of theStock Plan Administrator, (b) if permitted under theCompany’s policies then in effect, by authorizing the StockPlan Administrator to sell on behalf of the Optionee some or all ofthe Shares to be acquired upon the exercise of the Option and toremit to the Company a sufficient portion of the sale proceeds topay the exercise price for all of the Shares as to which the Optionis being exercised, any withholding or employment taxes and allapplicable fees, including brokerage fees**,** resulting fromsuch exercise and sale, (c) (subject to the following sentence) bydelivering Shares having a fair market value (as determined by the"Committee," as defined in Paragraph 13 hereof) as of the daypreceding the exercise date equal to the exercise price for all ofthe Shares as to which the Option is being exercised, either bydelivering physical certificates duly endorsed in blank fortransfer to the Company or by submitting certificates byattestation, or (d) by a combination of (i) cash and (ii)Shares as described in clause (c) above. Notwithstanding anythingto the contrary contained herein, Shares used in payment of theexercise price of the Option must (1) have been acquired by theOptionee for cash in the open market at least six months prior tothe Option exercise date, or (2) if acquired pursuant to a StockGrant granted under any equity incentive plan of the Company,including the 2007 Plan, must be owned by the Optionee and allconditions applicable to such Shares pursuant to the Stock Grantmust have been satisfied at least six months prior to the Optionexercise date, or (3) if acquired from the Company by settlement ofa Restricted Stock Unit, or by exercise of an option, StockAppreciation Right, or other similar award, must have been owned bythe Optionee for a period of at least six months prior to theOption exercise date.

Promptly followingthe Option exercise, the Stock Plan Administrator will instruct theCompany’s transfer agent and stock registrar to deliver forthe account of the Optionee (or his or her permitted transferee)the number of Shares with respect to which the Option wasexercised, less the number of Shares sold for purposes of paymentpursuant to clause (b) above and less the number of Sharesdelivered to the Company by attestation pursuant to clause (c) or(d) above. The Optionee shall not have any of the rights of astockholder with respect to the Shares issuable upon exercise ofthe Option until the Shares shall have been issued. In the eventthe Option shall be exercised (if permitted hereunder) by a personother than the Optionee, such permitted transferee shall provideappropriate proof of his or her right to exercise the Option to theStock Plan Administrator in accordance with its policies andprocedures. Shares issued upon the exercise of the Option asprovided herein shall be fully paid and non-assessable.

**4.	TERMINATION OFSERVICE.** In the event that the Optionee ceases to serve as adirector of the Company for any reason, the Option shall beexercisable (but only to the extent that the Option was vested andtherefore exercisable at the time he or she ceased to so serve as adirector) for the remainder of the Option term. Nothing in thisAgreement shall confer upon the Optionee any right to be nominatedfor election as a director or to continue to provide services as adirector of the Company.

**5.	CONDITIONPRECEDENT TO EXERCISE OF OPTION.** In the event that the exerciseof the Option or the issuance of the Shares upon exercise thereofshall be subject to, or shall require, any prior exchange listing,stockholder approval or other condition or act, pursuant to theapplicable laws, regulations or policies of any stock exchange,federal, state or local government or its agencies, then the Optionshall not be exercisable until the fulfillment of suchcondition.

**6.	NON-TRANSFERABILITY.** The Option shall not betransferable otherwise than by will or the laws of descent anddistribution and is exercisable during the lifetime of the Optioneeonly by him or her or his or her guardian or legal representativeand following his or her death will be exercisable by theOptionee’s estate, upon presentation to the Stock PlanAdministrator of letters testamentary or other documentationsatisfactory to the Stock Plan Administrator. Notwithstanding theforegoing, the Option may be transferred by gift during theOptionee’s life to one or more members of the Optionee'simmediate family, including trusts for the benefit of such familymembers and partnerships or limited liability companies in whichsuch family members are the only owners. In the event the Optioneetransfers his or her rights in the Option by gift as permitted bythis Paragraph, the Optionee shall provide the Stock PlanAdministrator notice of any such transfer in form and substancereasonably satisfactory to the Company and the Stock PlanAdministrator, and no transferee shall have any rights in theOption until such notice has been accepted by the Stock PlanAdministrator. A transferred Option shall be subject to all of thesame terms and conditions of the 2007 Plan and this Agreement as ifsuch Option had not been transferred. More particularly (butwithout limiting the generality of the foregoing), the Option maynot be assigned, transferred (except as provided above), pledged orhypothecated in any way, shall not be assignable by operation oflaw and shall not be subject to execution, attachment, pledge,hypothecation or other disposition and the levy of any execution,attachment or similar process upon the Option shall be null andvoid and without effect.

**7.	AVAILABLESHARES; LEGAL COMPLIANCE.** The Company shall at all times duringthe term of the Option reserve and keep available such number ofShares as will be sufficient to satisfy the requirements of thisAgreement, shall pay all original issue and transfer taxes withrespect to the issuance of such Shares and all other fees andexpenses necessarily incurred by the Company in connectiontherewith and will from time to time use its best efforts to complywith all laws and regulations which, in the opinion of counsel forthe Company, shall be applicable thereto.

**8.	ADMINISTRATION.** The Compensation Committee (the"Committee") shall have full authority and discretion, subject onlyto the express terms of the 2007 Plan, to decide all mattersrelating to the administration and interpretation of the 2007 Planand this Agreement, and the Optionee agrees to accept all suchCommittee determinations as final, conclusive and binding. TheCompany may retain a third-party plan administrator or maydesignate an internal department to assist in the administration ofthe 2007 Plan. The term "Stock Plan Administrator" as used hereinshall mean such third-party plan administrator or such internaldepartment as designated by the Company from time totime. 

**9.	COSTS.** TheCompany shall not charge the Optionee for any part of theCompany’s cost to administer and operate the 2007 Plan. Whilethe Company retains a third-party plan administrator to assist inthe administration of the 2007 Plan, the Optionee may be chargedfees by such third-party plan administrator in connection with theOptionee’s exercise of the Option, sale of Shares, or othertransactions which he or she effects through such third-party planadministrator.

**10.	AMENDMENT.** This Agreement shall be subject to theterms of the 2007 Plan, as may be amended by the Company from timeto time, except that no amendment of the 2007 Plan adopted afterthe date of this Agreement shall impair the Optionee’s rightshereunder without his or her consent. In addition to the foregoing,this Agreement may be amended by the Committee, provided that nosuch amendment shall impair the Optionee’s rights hereunderwithout his or her consent.

**11.	TAXES.**The Optionee must pay the Company upon demand any and all amountsdue for the purpose of satisfying the Company’s liability, ifany, to withhold federal, state or local income tax or employmenttax (plus interest or penalties thereon, if any, caused by a delayin making such payment) incurred by reason of the Optionee’sexercise of the Option or the sale of shares in connectiontherewith. If permitted under the 2007 Plan or the Company’spolicies then in effect, the Optionee may satisfy his or herobligation hereunder by authorizing the Stock Plan Administrator tosell on behalf of the Optionee an appropriate number of Sharesbeing issued on exercise of the Option to cover theOptionee’s obligations hereunder. In addition, the Companyshall, to the extent permitted by law, have the right to deductsuch amount from any payment of any kind otherwise due to theOptionee.

**12.	DATAPRIVACY.** By entering into this Agreement, the Optionee (a)authorizes the Company and its subsidiaries and the Stock PlanAdministrator or any agent of the Company providing recordkeepingservices for the 2007 Plan to disclose to each other suchinformation and data as either of them shall request in order tofacilitate the grant of options and the administration of the 2007Plan; (b) waives any data privacy rights the Optionee may have withrespect to such information; and (c) authorizes the Company and theStock Plan Administrator or any agent of the Company providingrecordkeeping services for the 2007 Plan to store and transmit suchinformation in electronic form.

**13.	NOTICES.**All notices and communications by the Optionee (or his or herpermitted transferee) in connection with this Agreement or theexercise of the Option granted hereunder shall be delivered to theStock Plan Administrator and to the Company. Notices to the StockPlan Administrator shall be delivered in accordance with itsestablished procedures as set forth on the website of the StockPlan Administrator and notices to the Company shall be delivered inwriting by electronic mail, nationally recognized overnight courieror certified mail, postage prepaid to the attention of Ms. RitaWeinberger, Finance Department, Forest Laboratories, Inc., 909Third Avenue, New York, New York 10022 (e-mail:rita.weinberger@frx.com). All notices and communications by theStock Plan Administrator or the Company to the Optionee (or his orher permitted transferee) in connection with this Agreement shallbe given in writing and shall be delivered electronically to theOptionee's e-mail address appearing on the records of the Company,or by nationally recognized overnight courier or certified mail,postage prepaid to the Optionee's residence or to such otheraddress as may be designated in writing by the Optionee.

**14.	ENTIREAGREEMENT AND WAIVER.** This Agreement and the 2007 Plan containthe entire understanding of the parties and supersede any priorunderstanding and agreements between them representing the subjectmatter hereof. To the extent that there is an inconsistency betweenthe terms of the 2007 Plan and this Agreement, the terms of the2007 Plan shall control. There are no other representations,agreements, arrangements or understandings, oral or written,between the parties hereto relating to the subject matter hereofwhich are not fully expressed herein or in the 2007 Plan. Anywaiver or any right or failure to perform under this Agreementshall be in writing signed by the party granting the waiver andshall not be deemed a waiver of any subsequent failure toperform.

**15.	SEVERABILITYAND VALIDITY.** The various provisions of this Agreement areseverable and any determination of invalidity or unenforceabilityof any one provision shall have no effect on the remainingprovisions.

**16.	GOVERNINGLAW.** The interpretation, enforceability and validity of thisAgreement shall be governed by the substantive laws (but not thechoice of law rules) of the State of New York.

**17.	HEADINGS.**Paragraph and other headings contained in this Agreement are forreference purposes only and are in no way intended to describe,interpret, define or limit the scope, extent or intent of theOption or any provision hereof.