(iv) On September 25, 2013 the Option shall become exercisable with respect to 20% ofthe total number of shares of Common Stock (rounded to the nearest whole share) originallycovered by the Option.(v) On September 25, 2014 the Option shall become exercisable with respect to all ofthe shares of Common Stock (rounded to the nearest whole share) then covered by the Option.The right of exercise of this Option shall be cumulative so that if the Option is notexercised to the maximum extent permissible as of an applicable date, it shall remain exercisable,with respect to all shares not so purchased as of such date at any time prior to the ExpirationDate or the earlier termination of this Option, as described below in this Section 3.Notwithstanding any other provision of this Agreement or the Plan, this Option may not be exercisedat any time on or after the Expiration Date, or earlier termination of the Option.(b) Method of Exercise. Subject to the terms and conditions set forth in thisAgreement, this Option shall be exercised by the Optionee’s delivery of written notice of exerciseto the Chief Financial Officer of the Company, specifying the number of shares to be purchased andthe purchase price to be paid therefor and accompanied by payment in full in accordance withSection 4 hereof. The written notice of exercise must also specify how the Optionee’s shares shouldbe registered (in the Optionee’s name only or in the Optionee’s and the Optionee’s spouse’s namesas community property or as joint tenants with right of survivorship). Such exercise shall beeffective upon receipt by the Treasurer of the Company of such written notice together with therequired payment. Payment will be received subject to collection. The Optionee may purchase lessthan the number of shares covered hereby, subject to the vesting schedule in Section 3(a) provided,however, that no partial exercise of this Option may be for any fractional share.(c) Continuous Business Relationship Required Non-Breach of Terms. Except asotherwise provided in this Section 3, this Option may not be exercised unless the Optionee, at thetime the Optionee exercises this Option, is, and has been at all times since the Grant Date, anemployee, officer or director of, or consultant or advisor to the Company (any of suchrelationships, a “Business Relationship”). For all purposes of this Agreement, (i) “employee” and“employment” shall be defined in accordance with the provisions of Treasury Regulation Section1.421-7(h) under the Code, or any successor regulations, (ii) a Business Relationship with a parentor subsidiary corporation of the Company shall be deemed to be a Business Relationship with theCompany, and (iii) if this Option shall be assumed or a new option substituted therefor in atransaction to which Section 424(a) of the Code applies, a Business Relationship with such assumingor substituting corporation (hereinafter a “Successor Corporation”) shall be considered for allpurposes of this Option to be a Business Relationship with the Company. As used herein, the terms“parent” and “subsidiary” mean “parent corporation” and “subsidiary corporation”, respectively, asthose terms are defined in Sections 424(e) and 424(f) or successor provisions of the Code.Notwithstanding the foregoing, if, in the judgment of the Company, the Optionee, prior to theExpiration Date or earlier termination of this Option, materially breaches the non-competition,non-solicitation or confidentiality provisions of any agreement between the Optionee and theCompany, the right to exercise this Option shall terminate immediately.
 
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(d) Exercise Period Upon Cessation of Business Relationship. If the Optionee ceasesto have a Business Relationship with the Company, for any reason, then, except as provided in thisSubsection (d) and Subsection (e) below, the right to exercise this Option shall terminate on thedate which is three (3) months after the date of cessation of the Business Relationship (but in noevent after the Expiration Date); provided, however, that this Option shall be exercisable only tothe extent that the Optionee was entitled to exercise this Option on the date of such cessation.Notwithstanding the foregoing, if, in the judgment of the Company, the Optionee, prior to theExpiration Date or earlier termination of this Option, is terminated by the Company for Cause ormaterially breaches the non-competition, non-solicitation or confidentiality provisions of anyagreement between the Optionee and the Company, the right to exercise this Option shall terminateimmediately.(e) Exercise Period Upon Death or Disability. If the Optionee is a natural person whodies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to theExpiration Date or earlier termination of this Option while he or she has a Business Relationshipwith the Company, or if the Optionee dies within three (3) months after the date on which theOptionee ceases to have a Business Relationship other than as the result of a voluntary resignationor discharge for Cause (as defined in Subsection (f) below) this Option shall terminate on the datethat is one (1) year following the date of death or disability of the Optionee (but in no eventafter the Expiration Date). In such circumstance, this Option shall be exercisable by the Optioneeor by the person to whom this Option is transferred by will or the laws of descent anddistribution; provided, however, that this Option shall be exercisable only to the extent that thisOption was exercisable by the Optionee on the date of his or her death or disability. Except asotherwise indicated by the context, the term “Optionee”, as used in this Agreement, shall includethe estate of the Optionee, the Optionee’s personal representative, or any other person whoacquires the right to exercise this Option by bequest or inheritance or otherwise by reason of thedeath of the Optionee or by reason of the Optionee’s incapacity. Notwithstanding the foregoing, if,in the judgment of the Company, the Optionee, prior to the Expiration Date or earlier terminationof this Option, materially breaches the non-competition, non-solicitation or confidentialityprovisions of any agreement between the Optionee and the Company, the right to exercise this Optionshall terminate immediately.4. Payment of Purchase Price.(a) Method of Payment. Payment of the purchase price for shares purchased uponexercise of this Option shall, subject to the Committee’s consent, be made in any of the followingways, unless prohibited by law: (a) in cash, (b) cash equivalent approved by the Committee, (c) ifapproved by the Committee, by tendering previously acquired Shares (or delivering a certificationof ownership of such Shares) having an aggregate Fair Market Value at the time of exercise equal tothe total Option Price (provided that the Shares which are tendered must have been held by theParticipant for a period of not less than six months prior to their tender to satisfy the OptionPrice), (d) by a cashless (broker-assisted) exercise as permitted under Federal Reserve Board’sRegulation T, subject to applicable securities law restrictions; or (e) by a combination of (a),(b), (c), and/or (d); or (f) any other method approved or accepted by the Committee in its solediscretion.
 
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(b) Valuation of Shares or Other Non-Cash Consideration Tendered in Payment of PurchasePrice. If shares of Common Stock are tendered in payment of the Option exercise price, “fairmarket value” shall be determined by the Committee in accordance with the methodology use fordetermining the fair market value of the Company’s Common Stock at the time of its issuance underthe Plan. If a recognized market value is not available, the fair market value of any othernon-cash consideration which may be delivered to the Company in exercise of this Option shall bedetermined in good faith by the Committee.(c) Delivery of Shares Tendered in Payment of Purchase Price. If the Optioneeexercises this Option by delivery of shares of Common Stock of the Company, the certificate orcertificates representing the shares of Common Stock of the Company to be delivered shall be dulyexecuted in blank by the Optionee or shall be accompanied by a stock power duly executed in blanksuitable for purposes of transferring such shares to the Company. Fractional shares of Common Stockof the Company will not be accepted in payment of the purchase price of shares acquired uponexercise of this Option.5. Delivery of Shares.(a) General. The Company shall, upon payment of the exercise price for the number ofshares purchased and paid for, make prompt delivery of such shares to the Optionee; provided,however, that if any law or regulation requires the Company to take any action with respect to suchshares before the issuance thereof, then the date of delivery of such shares shall be extended forthe period necessary to complete such action.(b) Listing, Registration, Qualification, Etc. This Option shall be subject to therequirement that if, at any time, counsel to the Company shall determine that the listing,registration or qualification of the shares subject hereto upon any securities exchange or underany state or federal law, or the consent or approval of any governmental or regulatory body, orthat the disclosure of non-public information or the satisfaction of any other condition isnecessary as a condition of, or in connection with, the issuance or purchase of shares hereunder,this Option may not be exercised, in whole or in part, unless such listing, registration,qualification, consent or approval, disclosure or satisfaction of such other condition shall havebeen effected or obtained on terms acceptable to the Board of Directors of the Company. Nothingherein shall be deemed to require the Company to apply for, effect or obtain such listing,registration, qualification, or disclosure, or to satisfy such other condition.6. Nontransferability of Option. Except as provided in Subsection (e) of Section 3hereof, this Option is personal and no rights granted hereunder may be transferred, assigned,pledged or hypothecated in any way (whether by operation of law or otherwise) nor shall any suchrights be subject to execution, attachment or similar process. Upon any attempt to transfer,assign, pledge, hypothecate or otherwise dispose of this Option or of such rights contrary to theprovisions hereof, or upon the levy of any attachment or similar process upon this Option or suchrights, this Option and such rights shall, at the election of the Company, become null and void.
 
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7. No Special Employment or Other Rights. Nothing contained in the Plan or thisAgreement shall be construed or deemed to confer upon the Optionee the right to continue anyemployment or Business Relationship with the Company or interfere with or limit the right ofthe Company to terminate the Optionee’s employment or Business Relationship at any time.8. Rights as a Stockholder. The Optionee shall have no rights as a stockholder withrespect to any shares which may be purchased by exercise of this Option (including, withoutlimitation, any rights to vote or to receive dividends or other distributions with respect to suchshares) unless and until a certificate representing such shares is duly issued and delivered to theOptionee. No adjustment shall be made for dividends or other rights for which the record date isprior to the date such stock certificate is issued.9. Mergers, Consolidations, Asset Sales, Liquidations, Etc.(a) Plan Provisions Control. Except as otherwise provided herein, in the event of aconsolidation or merger (other than a reincorporation transaction pursuant to which thestockholders of the Company after such transaction are the same as the stockholders of the Companybefore such transaction) or sale of all or substantially all of the assets of the Company in whichoutstanding shares of Common Stock are exchanged for securities, cash or other property of anyother corporation or business entity, or in the event of the liquidation of the Company, prior tothe Expiration Date or other termination of this Option, the Employee shall, with respect to thisOption or any unexercised portion hereof, be entitled to the rights and benefits, and be subject tothe limitations, set forth in Sections 4 and 15 of the Plan.(b) Acceleration of Vesting. Upon a Change of Control transaction (other than aChange of Control transaction between the Company and any entity the majority of the outstandingshares of capital stock of which are owned by the Company or any entity controlling, controlled by,or under common control with the Company) prior to the Expiration Date or the earlier terminationof this Option, the Optionee’s vesting schedule set forth in Section 3(a) hereof shall beaccelerated so that one hundred percent (100%) of the unexercisable portion of the shares of CommonStock covered by the Option shall become exercisable effective immediately prior to the Change ofControl transaction.10. Withholding of Taxes. The Company’s obligation to deliver shares upon theexercise of this Option shall be subject to the Optionee’s satisfaction of all applicable federal,state and local income and employment tax withholding requirements as described in Section 21 ofthe Plan. Without limiting the generality of the foregoing, if applicable, the Optionee agrees thatthe Company may withhold from the Optionee’s wages or other payments due to the Optionee theappropriate amount of federal, state and local withholding taxes attributable to the Optionee’sexercise of the Option. At the Company’s discretion, the amount required to be withheld (if any)may be withheld in cash from wages or other payments to the Optionee, or otherwise as may bepermitted under the Plan. The Optionee further agrees that, if the Company does not withhold anamount sufficient to satisfy the Company’s withholding obligation (if any) or if such obligation isnot otherwise satisfied, as determined by the Company, the Optionee will reimburse the Company ondemand, in cash, for the amount underwithheld.11. Reporting Obligations. It is understood and acknowledged by the Optionee that,even if the Company is not required to withhold taxes as described in Section 10, the Optionee mayrecognize income for federal income tax purposes upon exercise of the Option in whole orin part, and that the Company may have reporting obligations to federal, state and local taxauthorities with respect thereto.
 
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12. Investment Representations, Warranties and Covenants; Legends.(a) Representations. The Optionee represents, warrants and covenants that:(i) Any shares purchased upon exercise of this Option shall be acquired for theOptionee’s account for investment only and not with a view to, or for sale in connectionwith, any distribution of the shares in violation of the Securities Act of 1933, as amended(the “Securities Act”), or any rule or regulation under the Securities Act.(ii) The Optionee has had such opportunity as he or she has deemed adequate to obtainfrom representatives of the Company such information as is necessary to permit the Optioneeto evaluate the merits and risks of his or her investment in the Company.(iii) The Optionee is able to bear the economic risk of holding shares acquiredpursuant to the exercise of this Option for an indefinite period.(iv) The Optionee understands that (A) the shares acquired pursuant to the exercise ofthis Option will not be registered under the Securities Act and are “restricted securities”within the meaning of Rule 144 under the Securities Act; (B) such shares cannot be sold,transferred or otherwise disposed of unless they are subsequently registered under theSecurities Act or an exemption from registration is then available; (C) in any event, anexemption from registration under Rule 144 or otherwise under the Securities Act may not beavailable for at least one year and even then will not be available unless a public marketthen exists for the Common Stock, adequate information concerning the Company is thenavailable to the public and other terms and conditions of Rule 144 are complied with; and(D) there is now no registration statement on file with the Securities and ExchangeCommission with respect to any stock of the Company and the Company has no obligation toregister any shares acquired pursuant to the exercise of this Option under the SecuritiesAct.(v) The Optionee’s principal residence is at the address set forth below on thesignature page. The Optionee shall promptly notify the Company of any change in theOptionee’s principal residence.By making payment upon any exercise of this Option, in whole or in part, the Optionee shall bedeemed to have reaffirmed, as of the date of such payment, the representations made in this Section12.
 
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(b) Legends on Stock Certificates. All stock certificates representing shares ofCommon Stock issued to the Optionee upon exercise of this Option shall have affixed thereto legendssubstantially in the following forms, as applicable, in addition to any other legends required byapplicable state law:“The shares of stock represented by this certificate have not been registered underthe Securities Act of 1933, as amended, and may not be transferred, sold orotherwise disposed of in the absence of an effective registration statement withrespect to the shares evidenced by this certificate, filed and made effective underthe Securities Act of 1933, as amended, or an opinion of counsel satisfactory to theCompany to the effect that registration under such Act is not required.”“The shares of stock represented by this certificate have not been registered underany state law relating to the registration of securities for sale, and may not betransferred, sold or otherwise disposed of in the absence of an effectiveregistration statement with respect to the shares evidenced by this certificate,filed and made effective under the applicable state laws, or an opinion of counselsatisfactory to the Company to the effect that registration under such state laws isnot required.”“The shares of stock represented by this certificate are subject to certainrestrictions on transfer contained in a Nonqualified Stock Option Agreement, a copyof which will be furnished upon request by the issuer.”13. Transfer and Other Restrictions; Company’s Purchase Rights. Except as set forthin this Section 13, no disposition (whether by sale, exchange, gift, transfer or otherwise) may bemade of any shares acquired upon exercise of this Option, other than by will or the laws of descentand distribution.(a) Limitations on Certain Dispositions. In connection with any underwritten publicoffering by the Company of its equity securities pursuant to an effective registration statementfiled under the Securities Act, the Optionee shall not, without the prior written consent of theCompany’s managing underwriter, (i) lend, offer, pledge, assign, encumber, hypothecate, sell,contract to sell, sell any option or contract to purchase, purchase any option or contract to sell,grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly orindirectly, any shares of Common Stock or any securities convertible into or exercisable orexchangeable for Common Stock (whether such shares or any such securities are then owned by theOptionee or are thereafter acquired), or (ii) enter into any swap or other arrangement thattransfers to another, in whole or in part, any of the economic consequences of ownership of theCommon Stock, whether any such transaction described in clause (i) or (ii) above is to be settledby delivery of Common Stock or such other securities, in cash or otherwise. Such restriction (the“Market Stand-Off’) shall be in effect for a period equal to the lesser of (x) one hundred eighty(180) days following the effective date of a registration statement of the Company filed under theSecurities Act, subject to an extension of up to 18 days upon agreement of the managing underwriterand the Company, or (y) such shorter period as the managing underwriter shall agree to. TheCompany’s underwriters shall be beneficiaries of the agreement set forth in this Section 13(a).
 
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(b) Option to Purchase Upon Termination of Business Relationship.(i) Option. If the Optionee ceases to have a Business Relationship with theCompany for any reason, the Company shall have the option, exercisable at any time withinthirty (30) days after the later of the date on which the Optionee’s Business Relationshipterminates or the expiration of the applicable exercise period set forth in Section 3(d) or(e) above, to purchase all or any part of the Optionee’s shares purchased under this Option.The Company may assign, in whole or in part, this right to purchase in its sole discretion.The Company or its assignee(s) shall exercise the foregoing option by sending written noticeto the Optionee within the thirty (30)-day period, specifying the purchase date for such shares, which shall in no event be a date after the 15th day of the second monthfollowing the later of the close of the Company’s fiscal year or calendar year of the yearfollowing the year following the date of the notice described in this Subsection (b)(i).(ii) Purchase Price. The purchase price of any shares to be sold to theCompany and/or its assigns under this Subsection (b) shall be the fair market value thereofas determined by the Board of Directors as of the date on which the Optionee’s BusinessRelationship terminated; provided that, in the event such termination is for Cause, suchpurchase price shall be the lower of such fair market value and the exercise price per shareof the Option times the number of shares to be sold to the Company under this Subsection(c). Such purchase price shall be payable in a single lump sum payment at the time of suchpurchase.(iii) Settlement. The closing of a purchase and sale of shares under thisSubsection (b) shall take place at the principal office of the Company at such time and dateas shall be mutually agreed between the Company and the Optionee, subject to Section (b) (i)above. At the closing, the Optionee shall deliver to the Company (i) the certificate orcertificates representing the shares held by such Optionee, duly endorsed for transfer, or(ii) if such certificate or certificates are already in the Company’s possession, such dulyendorsed stock powers as the Company may request to permit it to record the repurchase bythe Company on the records of the Company. If the Company makes available the considerationfor such shares to be purchased pursuant to this Section 13(b), then after such time theperson from whom such shares are to be purchased shall no longer have any rights as a holderof such shares (other than the right to receive payment of such consideration in accordancewith the terms of this Agreement). Such shares shall have been deemed to have been purchasedin accordance with this Agreement, whether or not the certificate(s) therefor have beendelivered as required by this Agreement.14. Miscellaneous.(a) Except as otherwise expressly provided herein, this Agreement may not be amended orotherwise modified unless evidenced in writing and signed by the Company and the Optionee.
 
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(b) All notices under this Agreement shall be (i) delivered by hand, (ii) sent by commercialovernight courier service, (iii) sent by registered or certified mail, return receipt requested,and first-class postage prepaid, or (iv) by facsimile, to the parties at their respective addressesor facsimile numbers (as applicable) set forth beneath their names below or at suchother address or facsimile numbers as may be designated in a notice by either party to theother. Notwithstanding the foregoing, any notice sent to such an address in a country other thanthat from which the notice is sent may be sent by facsimile, telefax, telegram or commercial aircourier.(c) Any reference in this Agreement to a Section of the Code shall refer to that Section as itreads as of the date of this Agreement and as it may be amended from time to time, and to anysuccessor provision.(d) Any reference in this Agreement to the “Board” or “Board of Directors” shall refer to theBoard of Directors of the Company and/or any delegate of the Board of Directors of the Company, asapplicable from time to time.(e) Each provision of this Agreement shall be considered separable. The invalidity orunenforceability of any provision shall not affect the other provisions, and this Agreement shallbe construed in all respects as if such invalid or unenforceable provision were omitted.(f) Sections 10, 11, 12, and 13 hereof shall survive any termination of this Agreement.(g) This Agreement shall be governed by and construed in accordance with the laws of the Stateof Delaware, without regard to its conflicts of laws provisions.(h) The failure of the Company or the Optionee to insist upon strict performance of anyprovision hereunder, irrespective of the length of time for which such failure continues, shall notbe deemed a waiver of such party’s right to demand strict performance at any time in the future. Noconsent or waiver, express or implied, to or of any breach or default in the performance of anyobligation or provision hereunder shall constitute a consent or waiver to or of any other breach ordefault in the performance of the same or any other obligation hereunder.(i) This Agreement and the Plan constitute the entire understanding between the Optionee andthe Company regarding this Option. Any prior agreements, commitments or negotiations concerningthis Option are superseded.***[Signatures on following page]***
 
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           **WINSTON PHARMACEUTICALS, INC.**             By:                 Name:        Title:        Address:                                      Facsimile Number:             **Optionee’ s Acceptance**The undersigned hereby accepts the foregoing Option and agrees to the terms and conditions ofthis Agreement. The undersigned hereby acknowledges receipt of a copy of the WinstonPharmaceuticals, Inc. Omnibus Incentive Plan.           **[Name]**                        Signature                 Address:                                             Facsimile Number:             **Consent of Spouse**I, the spouse of the above-named Optionee, acknowledge and agree that I am bound by the termsof this Agreement and the Winston Pharmaceuticals, Inc. Omnibus Incentive Plan as to any and allinterests I may have in this Option or the Common Stock acquired by my spouse under this Option,including but not limited to, the Company’s rights under the Stockholders’ Agreement.                  Print Name  
 
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**NOTICE OF EXERCISE OF**