Exhibit 10.3
 TRANSDEL PHARMACEUTICALS, INC.
RESTRICTED STOCK GRANT NOTICE
(2007 INCENTIVE STOCK OPTION AND AWARDS PLAN)
  Participant:
    
    Dr. John BonfiglioDate of Grant:
    
    October 20, 2010Vesting Commencement Date:
    
    October 20, 2010Number
of Shares Subject to Award:
    
    
    50,000
 Vesting Schedule:
     Additional Terms/Acknowledgements:




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TRANSDEL PHARMACEUTICALS, INC.
    
    
    
    PARTICIPANT:By:
    
    /s/ John Lomoro
    
    
    
    /s/ John BonfiglioName:
    
    John Lomoro
    
    
    
    Signature: Dr. John BonfiglioTitle:
    
    Chief Financial Officer
    
    
    
    Title:
    
    Chief Executive OfficerDate:  October 20, 2010
    
    
    
    Date: October 20, 2010
 ATTACHMENTS:
    
    
    Restricted Stock Agreement, 2007 Incentive Stock Option and Awards Plan, form of
Assignment Separate from Certificate and form of Joint Escrow Instructions




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TRANSDEL PHARMACEUTICALS, INC.
2007 INCENTIVE STOCK OPTION AND AWARDS PLAN
Restricted Stock Agreement
   Vesting
 Normal Vesting
 Acceleration of Vesting under Certain Circumstances




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Number of Shares and Consideration




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Securities Law Compliance
 Right of Reacquisition




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Restrictive Legends
  Transfers in Violation of Agreement
 Award not a Service Contract




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Adjustments for Changes in Capital Structure
 Withholding Obligations
   Tax Consequences




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ANY ELECTION UNDER
SECTION 83(b) YOU WISH TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE ON WHICH YOU
ACQUIRE THE SHARES. THIS TIME PERIOD CANNOT BE EXTENDED. YOU ACKNOWLEDGE THAT TIMELY FILING OF A
SECTION 83(b) ELECTION IS YOUR SOLE RESPONSIBILITY, EVEN IF YOU REQUEST THE COMPANY OR ITS
REPRESENTATIVE TO FILE SUCH ELECTION ON YOUR BEHALF.
  Notices
 Miscellaneous




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Governing Plan Document




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th
 TRANSDEL PHARMACEUTICALS, INC.
    
    
    
    RECIPIENT:/s/ John BonfiglioBy:
    
    /s/ John Lomoro
    
    
    
    Signature:
    
    John Bonfiglio, Ph.D.Name:
    
    John Lomoro
    
    
    
    Address:Title:
    
    Chief Financial Officer




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FORM OF ASSIGNMENT SEPARATE FROM CERTIFICATE
 
 Dated: __________________
    DR. JOHN BONFIGLIOSignature [Instruction: Please do not fill in any blanks other than the signature line. The purpose of this
Assignment is to enable the Company to exercise its Reacquisition Right set forth in the Award
without requiring additional signatures on your part.]




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JOINT ESCROW INSTRUCTIONS




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COMPANY:
    
    Transdel Pharmaceuticals, Inc.
4275 Executive Square, Suite 230
La Jolla, California 92037
Attn: Chief Financial OfficerRECIPIENT:
    
    Dr. John BonfiglioESCROW AGENT:
    
    Transdel Pharmaceuticals, Inc.
4275 Executive Square, Suite 230
La Jolla, California 92037
Attn: Corporate Secretary




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Very truly yours,
TRANSDEL PHARMACEUTICALS, INC.By:
    /s/John LomoroName:
    John LomoroTitle:
    Chief Financial OfficerRECIPIENT/s/ John BonfiglioSignature ESCROW AGENT:/s/ John LomoroSignature




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ELECTION UNDER SECTION 83(b)  OF THE INTERNAL REVENUE CODE OF 1986
  1.
    
    The name, address, taxpayer identification number and taxable year of the undersigned
are as follows:NAME OF TAXPAYER: Dr. John BonfiglioNAME OF SPOUSE: _____________________________________________________________ADDRESS: ___________________________
              
      ___________________________IDENTIFICATION NO. OF TAXPAYER:___________________________IDENTIFICATION NO. OF SPOUSE: ___________________________TAXABLE YEAR: 20102.
    
    The property with respect to which the election is made is described as follows:50,000 shares of the Common Stock of Transdel Pharmaceuticals, Inc., a Delaware
corporation (the Company).3.
    
    The date on which the property was transferred is: October 20, 20104.
    
    The property is subject to the following restrictions:Repurchase option at cost in favor of the Company upon termination of taxpayers
employment or consulting relationship.5.
    
    The fair market value at the time of transfer, determined without regard to any
restriction other than a restriction which by its terms will never lapse, of such
property is: $0.80.6.
    
    The amount (if any) paid for such property: none.
  The undersigned understands that the foregoing election may not be revoked except with the
consent of the Commissioner
 Dated: __________________TaxpayerDated: __________________Spouse of Taxpayer