Exhibit
        10.1

      HUDSON
        HEALTH SCIENCES,
        INC.

      


      FORM
        OF AWARD AGREEMENT EVIDENCING

      THE
        GRANT OF A STOCK OPTION

      


      This
        Agreement (this "Agreement") made as of February 15, 2004 (the "Grant Date"),
        between Hudson Health Sciences, Inc., a Delaware corporation (the
        "Company"),
        and ________________
        ("Grantee"), having an address,
        ____________________________________________________.

      


      SECTION
        1. Grant
        of Option.
        The
        Company hereby grants to Grantee, as of the Grant Date, a Stock Option (the
        “Option”) to purchase an aggregate of __________ (__________) shares (the
        "Option Shares") of common stock of the Company, par value $0.001 per share
        (the
        "Common Stock"), at an exercise price of ______________ ($_____) per share
        (the
“Option Price”) subject to adjustment and the other terms and conditions set
        forth herein. 

      


      SECTION
        2. Exercise
        of Option.
        

      


      (a)
         General.
        (i) Subject
        to the earlier termination of the Option as provided herein, the Option may
        be
        exercised by written notice to the Company at any time and from time to time
        after the Grant Date; provided,
        however,
        that
        the Option shall not be exercisable for more than the number of shares which
        are
        vested in accordance herewith at the time of exercise. The exercise of this
        Option and the issuance of Option Shares upon such exercise shall be subject
        to
        compliance by the Company and Grantee with all applicable requirements of
        law.
        The inability of the Company to obtain approval from any regulatory body
        having
        authority deemed by the Company to be necessary to the lawful issuance and
        sale
        of any Common Stock pursuant to this Option shall relieve the Company of
        any
        liability with respect to the non-issuance or sale of the Common Stock as
        to
        which such approval shall not have been obtained. The Option shall be exercised
        by the delivery to the Company prior to the Expiration Date (as defined below)
        of (A) a written notice of intent to purchase a specific number of Option
        Shares
        subject to the option in accordance with the terms hereof and (B) payment
        in
        full of the aggregate Option Price of such specific number of Option Shares
        to
        be received.

      


      (ii) Payment
        of the Option Price may be made by any one or more of the following
        means:

      


      (A) cash,
        check, or wire transfer;

      


      (B) with
        the
        approval of the Company, Option Shares that have vested and are exercisable,
        valued at their fair market value on the date of exercise;

      


      (b)
         Vesting.
        The
        Options shall vest in ____ annual installments, with ___ vesting on the first
        anniversary date of this Agreement and the remaining ____ vesting on the
        second
        anniversary date of this Agreement.

      


      (c) Early
        Expiration of Option.
        In the
        event of Grantee's death, any vested portion of the Option granted hereunder
        that has not been exercised as of the date of such termination shall
        automatically expire, if not exercised beforehand, on the earlier of the
        ninetieth (90th)
        day
        following the date of such termination or the Expiration Date (as defined
        below).

      


      (d) Normal
        Expiration of Option.
        This
        Option shall not be exercisable after the tenth anniversary of the Grant
        Date
        (the "Expiration Date"). 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      SECTION
        3. Exercise
        of Option and Conditions to Exercise.
        This
        Option may not be exercised by Grantee unless the following conditions are
        met:

      


      (a) Notice.
        This
        Option shall be exercised by delivering written notice in the form attached
        hereto as Exhibit I to the Company at its principal office addressed to the
        attention of its Secretary. Such notice shall specify the number of shares
        of
        Common Stock with respect to which the Option is being exercised and shall
        be
        signed by Grantee. This Option may not be exercised for a fraction of a share
        of
        Common Stock;

      


      (b) Securities
        Requirements.
        Legal
        counsel for the Company must be satisfied at the time of exercise that the
        issuance of Option Shares upon exercise will be in compliance with the
        Securities Act of 1933, as amended (the "1933 Act") and applicable United
        States
        federal, state, local and foreign laws; and

      


      (c) Payment
        of Exercise Price.
        Grantee
        must pay at the time of exercise the full purchase price for the shares of
        Common Stock being acquired hereunder as described in Section 2(i) in cash
        or
        its equivalent, (ii) to the extent permitted by the Committee, in the form
        of
        unrestricted Common Stock already owned by Grantee valued at its fair market
        value on the date of exercise or (iii) pursuant to such other method as the
        Committee may approve from time to time. 

      


      SECTION
        4. Transferability.

      


      (a)
        General.
        This
        Option may not be sold, assigned, transferred, pledged, hypothecated or
        otherwise disposed of by Grantee, except by will or the laws of descent and
        distribution (in which case, the transferee shall succeed to the rights and
        obligations of Grantee hereunder) and is exercisable during Grantee's lifetime
        only by Grantee or his or her guardian or legal representative. If Grantee
        or
        anyone claiming under or through Grantee attempts to violate this Section
        4,
        such attempted violation shall be null and void and without effect, and the
        Company's obligation hereunder shall terminate. If at the time of Grantee's
        death this Option has not been fully exercised, Grantee's estate or any person
        who acquires the right to exercise this Option by bequest or inheritance
        or by
        reason of Grantee's death may exercise this Option in accordance with and
        with
        respect to the number of shares set forth in Section 3 above. The applicable
        requirements of Section 2 above must be satisfied in full at the time of
        any
        exercise.

      


      (b)
        Lock-up.
        Grantee
        hereby agrees to be subject to a lock-up period of 180 days or such longer
        period of time as may be requested by a managing underwriter in connection
        with
        and following any public offering, which may be imposed by the Company or
        the
        managing underwriter(s) of such offering; provided,
        that in
        the event of the death or Disability of Grantee, any heirs of Grantee shall
        not
        be bound by such lock-up. In addition, during such lock-up period Grantee
        will
        not directly or indirectly, through related parties or otherwise, purchase,
        trade, offer, pledge, sell, contract to sell or to purchase or sell “short” or
“short against the box” (as those terms are generally understood in the
        securities markets), or otherwise dispose of or acquire, any securities of
        the
        Company or options in respect of such securities.

      


      SECTION
        5. Administration.
        Any
        action taken or decision made by the Company or the Board or its delegates
        arising out of or in connection with the construction, administration,
        interpretation or effect of this Agreement shall lie within its sole and
        absolute discretion, as the case may be, and shall be final, conclusive and
        binding on Grantee and all persons claiming under or through Grantee. By
        accepting this grant, Grantee and each person claiming under or through Grantee
        shall be conclusively deemed to have indicated acceptance and ratification
        of,
        and consent to, any action taken under by the Company or the Board or its
        delegates.

      


      SECTION
        6. No
        Rights as Stockholder.
        Unless
        and until a certificate or certificates representing shares of Common Stock
        shall have been issued to Grantee (or any person acting under Section 4 above)
        pursuant to an exercise hereunder, Grantee shall not be or have any of the
        rights or privileges of a stockholder of the Company with respect to shares
        of
        Common Stock acquirable upon exercise of the Option. 

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      SECTION
        7. Investment
        Representation.
        Grantee
        hereby acknowledges that the shares of Common Stock which Grantee may acquire
        by
        exercising the Option shall be acquired for investment without a view to
        distribution, within the meaning of the 1933 Act, and shall not be sold,
        transferred, assigned, pledged or hypothecated in the absence of an effective
        registration statement for the shares of Common Stock under the 1933 Act
        and
        applicable states securities laws or an applicable exemption from the
        registration requirements of the 1933 Act and any applicable state securities
        laws. Grantee also agrees that the shares of Common Stock which Grantee may
        acquire by exercising the Option will not be sold or otherwise disposed of
        in
        any manner which would constitute a violation of any applicable securities
        laws,
        whether federal or state and that the certificate representing the shares
        of
        Common Stock shall contain a legend to such effect.

      


      SECTION
        8. Listing
        and Registration of Common Stock.
        The
        Company, in its discretion, may postpone the issuance and/or delivery of
        shares
        of Common Stock upon any exercise of this Option until completion of such
        stock
        exchange listing, or registration, or other qualification of such shares
        under
        any state and/or federal law, rule or regulation as the Company may reasonably
        in good faith consider appropriate.

      


      SECTION
        9. Notices.
        Any
        notice hereunder to the Company shall be addressed to the Company at 400
        Oyster
        Point Blvd., Suite 215, South San Francisco, CA, 94080, Attention: Secretary,
        and any notice hereunder to Grantee shall be addressed to Grantee at Grantee's
        last address on the records of the Company, subject to the right of either
        party
        to designate at any time hereafter in writing some other address. Any notice
        shall be deemed to have been duly given when delivered personally, one day
        following dispatch if sent by reputable overnight courier, fees prepaid,
        or
        three days following mailing if sent by registered mail, return receipt
        requested, postage prepaid and addressed as set forth above.

      


      SECTION
        10. Binding
        Effect.
        This
        Agreement shall be binding upon and inure to the benefit of any successors
        to
        the Company and all persons lawfully claiming under Grantee.

      


      SECTION
        11. Governing
        Law.
        This
        Agreement shall be governed by the substantive laws, but not the choice of
        law
        rules, of the State of Delaware.

      


      


      IN
        WITNESS WHEREOF, the Company and Grantee have executed this Agreement as
        of the
        date first above written.

       

      
        	 	 	 
	 	HUDSON
                HEALTH SCIENCES, INC.
	 
 	 
 	 
 
	 	 	 
	 	
                
Name:

	 	Title:


      

      


      Grantee
        has reviewed this Option Agreement in their entirety, has had an opportunity
        to
        obtain the advice of counsel prior to executing this Option Agreement and
        fully
        understands all provisions of this Option Agreement. Grantee hereby agrees
        to
        accept as binding, conclusive and final all decisions or interpretations
        of the
        Board upon any questions arising under this Agreement.

       

      
        	 	 	 
	 	 
	 	 	GRANTEE 
	 
 	 
 	 
 
	 	 	 
	 	
                
Name:





      
        
           

        

        
           

          
            

          

        

        
           

        

      


      EXHIBIT
        I

      


      NOTICE
        OF
        EXERCISE OF STOCK OPTION

      


      


      Reference
        is hereby made to the Award Agreement (the “Award Agreement”) dated as of
        [___________ ___, 20__], between [     ]
        and
        Hudson Health Sciences, Inc., a Delaware corporation (the “Company”). The
        undersigned hereby notifies the Company that the undersigned elects to purchase
        ___________ shares of the Company’s Common Stock (the “Purchased Shares”) at the
        option exercise price of $[___] per share (the “Exercise Price”) pursuant to
        that certain option (the “Option”) granted to me on [___________ ___,
        20__].

      


      Concurrently
        with the delivery of this Exercise Notice to the Secretary of the Company,
        the
        undersigned shall pay to the Company the Exercise Price for the Purchased
        Shares
        in accordance with the provisions of the undersigned’s agreement with the
        Company evidencing this Option and shall deliver whatever additional documents
        may be required by such agreement as a condition for exercise to effect the
        payment of the Exercise Price for the Purchased Shares if the Common Stock
        is
        registered under Section 12(g) of the Securities Exchange Act of
        1934).

      


      


      Date: ____________________

      


      


      _________________________________

      Grantee

      


      Address:
        ___________________________

      ___________________________________

      ___________________________________

      


      


      Print
        name in exact manner

      it
        is to
        appear on the 

      stock
        certificate:  ________________________

      


      Address
        to which certificate 

      is
        to be
        sent, if different

      from
        address
        above:                ________________________

      ________________________

      ________________________

      


      Social
        Security Number ________________________