Form of Nonstatutory Stock Option Agreement



 Exhibit 10.23 
  
 Achillion Pharmaceuticals, Inc. 
  
 Nonstatutory Stock Option Agreement 
 Granted
Under 2006 Stock Incentive Plan 
  
 1. Grant of Option. 
  
 This agreement evidences the grant by Achillion Pharmaceuticals, Inc. a
Delaware corporation (the “Company”), on [            ], 200[ ] (the “Grant Date”) to
[            ], an [employee,] [consultant,] [director] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided
herein and in the Company’s 2006 Stock Incentive Plan (the “Plan”), a total of [            ] shares (the “Shares”) of common stock,
[            ] 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 regulations promulgated 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 under its terms. 
  

2. Vesting Schedule. 
  
 This option will become exercisable (“vest”) as to % of the original number of Shares on the first anniversary of the Grant Date and as
to an additional % of the original number of Shares at the end of each successive [three-month] period following the [first] anniversary of the Grant Date until the [fourth] anniversary of the Grant Date. 
  
 The right of exercise shall be cumulative so that to the extent the option is
not exercised in any period to the maximum extent 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. 
  
 3. Exercise of Option.

  
 (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 in the manner provided in the Plan. A form of Notice of Stock Option Exercise is attached
as Exhibit A. 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
otherwise provided 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 or director of, or consultant
or advisor to, the Company 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) Termination of Relationship with the Company. If
the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the
Final Exercise Date), 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, if the 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, the right to exercise this option
shall terminate immediately upon written notice to the Participant from the Company describing such violation. 
  
 (d) 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 she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of
one year following the date of death or disability of 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 her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date. 
  
 (e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other
relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If the
Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such
term in such agreement. Otherwise, “Cause” shall mean 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. 
  
 4. Withholding. 
  
 No Shares will 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 withheld in respect of this option. 







 5. 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 the Participant, this option shall be exercisable only by the Participant. 
  
 6. 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. 
  

									
	 	 	 	 	 Achillion Pharmaceuticals, Inc.

				
	 Dated:
                    
	 	 	 	 By:
	 	 
					
	 	 	 	 	 	 	 	 	 Name:
                                        
                                       
 

	 	 	 	 	 	 	 	 	 Title:
                                        
                                        
    









 PARTICIPANT’S ACCEPTANCE 
  
 The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby
acknowledges receipt of a copy of the Company’s 2006 Stock Incentive Plan. 
  

			
	 PARTICIPANT:

	
	 
		
	 Address:
	 	 
		
	 	 	 









 Exhibit A 
  
 NOTICE OF STOCK OPTION EXERCISE 
  
 Date: [            ] 
  
 Achillion Pharmaceuticals, Inc. 
 300 George Street 
 New Haven, CT 06511 
  
 Attention: Treasurer 
  
 Dear Sir or Madam: 
  
 I am the holder of a Nonstatutory Stock Option granted to me under the Achillion Pharmaceuticals, Inc. (the “Company”) 2006 Stock Incentive Plan
on [            ] for the purchase of [            ] shares of Common Stock of the Company at a purchase price of
[$            ] per share. 
  
 I hereby exercise my option to purchase [            ] shares of Common Stock (the “Shares”), for which I have enclosed
[            ]in the amount of [            ] Please register my stock certificate as follows: 
  

					
	 Name(s):
	 	 	 	 
			
	 	 	 	 	 
			
	 Address:
	 	 	 	 
			
	 Tax I.D. #:
	 	 	 	 

  
 I represent, warrant
and covenant as follows: 
  
 1. I am purchasing the Shares for my own account for
investment only, and not with a view to, or for sale in connection with, any distribution of the Shares in violation of the Securities Act of 1933 (the “Securities Act”), or any rule or regulation under the Securities Act. 
  
 2. I have had such opportunity as I have deemed adequate to obtain from representatives of
the Company such information as is necessary to permit me to evaluate the merits and risks of my investment in the Company. 
  
 3. I have sufficient experience in business, financial and investment matters to be able to evaluate the risks involved in the purchase of the Shares and to make an
informed investment decision with respect to such purchase. 
  
 4. I can afford a
complete loss of the value of the Shares and am able to bear the economic risk of holding such Shares for an indefinite period. 







 Exhibit A 
  
 5. I understand that (i) the Shares have not been registered under the Securities Act and are “restricted securities” within
the meaning of Rule 144 under the Securities Act, (ii) the Shares cannot be sold, transferred or otherwise disposed of unless they are subsequently registered under the Securities Act or an exemption from registration is then available;
(iii) in any event, the exemption from registration under Rule 144 will not be available for at least one year and even then will not be available unless a public market then exists for the Common Stock, adequate information concerning the
Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and (iv) there is now no registration statement on file with the Securities and Exchange Commission with respect to any stock of the Company
and the Company has no obligation or current intention to register the Shares under the Securities Act. 
  

	
	 Very truly yours,

	
	  
	 (Signature)