**EXHIBIT 10.46 (E)****MEDICIS 2006 INCENTIVE AWARD PLAN****STOCK OPTION GRANT NOTICE**     Medicis Pharmaceutical Corporation, a Delaware corporation (the “***Company***”), pursuant to theits 2006 Incentive Award Plan attached hereto as Exhibit C (the “***Plan***”), hereby grants tothe individual listed below (the “***Participant***”), an option to purchase the number of shares of theCompany’s Class A common stock, par value $0.014 per share (“***Stock***”), set forth below (the“***Option***”). This Option is subject to all of the terms and conditions set forth herein and in theStock Option Agreement attached hereto as Exhibit A (the “***Stock Option Agreement***”) and thePlan, each of which are incorporated herein by reference. Unless otherwise defined herein or theStock Option Agreement, the terms defined in the Plan shall have the same defined meanings in thisStock Option Grant Notice (the “***Grant Notice***”).     **Participant:**              **Grant Date:**              **Exercise Price per Share:** $            **Total Number of Shares**    **Subject to the Option:**              **Expiration Date:**            **Type of Option:** o       Incentive Stock Option            o       Non-Qualified Stock Option **Vesting Schedule:** Subject to the terms and conditionsof the Plan, this Grant Notice and the Stock Option Agreement, this Option shall vest and become exercisable as to: (i) 10% of the total number of shares of Stock subject to the Option on                                        , 20                     ,  (ii) 10% of the total number of shares of Stock subject to the Option on                                        , 20                     ,  (iii) 20% of the total number of shares of Stock subject to the Option on                                        , 20                     ,  (iv) 30% of the total number of shares of Stock subject to the Option on                                        , 20                      , and  (v) 30% of the total number of shares of Stock subject to the Option on                                        , 20                     .   Notwithstanding the foregoing, the Option shall become fully vested andexercisable immediately prior to the occurrence of a Change in Control. Exceptas otherwise provided in a written agreement between the Participant and theCompany or any Subsidiary, in no event shall this Option vest and becomeexercisable for any additional shares of Stock following the Participant’sTermination of Employment, Termination of Consultancy, or Termination ofDirectorship, as applicable.*Remainder of page intentionally left blank.*
 

 
     By his or her signature below, the Participant agrees to be bound by the terms and conditionsof this Grant Notice, the Stock Option Agreement and the Plan. The Participant has reviewed thisGrant Notice, the Stock Option Agreement and the Plan in their entirety, has had an opportunity toobtain the advice of counsel prior to executing this Grant Notice and fully understands allprovisions of this Grant Notice, the Stock Option Agreement and the Plan. The Participant herebyagrees to accept as binding, conclusive and final all decisions or interpretations of theAdministrator upon any questions arising under or relating to this Grant Notice, the Stock OptionAgreement and the Plan.       **MEDICIS PHARMACEUTICAL CORPORATION:** **PARTICIPANT:**         By:      */S/ Mark A. Prygocki, Sr*. By:         Print Name:      Mark A. Prygocki, Sr. Print Name:         Title:      Address: 8125 North Hayden Road Address:           Scottsdale, Arizona 85258-2463                        Attachments: Stock Option Agreement (**Exhibit A**)      Form of Exercise Notice (**Exhibit B**)      Medicis 2006 Incentive Award Plan (**Exhibit C**)      Medicis 2006 Incentive Award Plan Prospectus (**Exhibit D**)    
 

 
**EXHIBIT A****TO STOCK OPTION GRANT NOTICE****STOCK OPTION AGREEMENT**     Pursuant to the Stock Option Grant Notice (the “***Grant Notice***”) to which this Stock OptionAgreement (this “***Agreement***”) is attached, Medicis Pharmaceutical Corporation, a Delawarecorporation (the “***Company***”), has granted to the Participant an option under the Medicis 2006Incentive Award Plan (the “***Plan***”) to purchase the number of shares of the Company’s Class A commonstock, par value $0.014 per share (“***Stock***”), indicated in the Grant Notice.**ARTICLE I****GENERAL**     1.1 Defined Terms. Wherever the following terms are used in this Agreement they shallhave the meanings specified below, unless the context clearly indicates otherwise. Capitalizedterms not specifically defined herein shall have the meanings specified in the Grant Notice or, ifnot defined therein, the Plan.          “***Misconduct***” shall mean (i) the commission of any act of fraud, embezzlement or dishonesty byParticipant that adversely affects the Company or any Subsidiary, (ii) any unauthorized use ordisclosure by Participant of confidential information or trade secrets of the Company or anySubsidiary that adversely affects the Company or any Subsidiary, (iii) any willful and continuedfailure by Participant to substantially perform his or her duties with the Company or anySubsidiary (other than any such failure resulting from Participant’s incapacity due to physical ormental illness), after a written demand for substantial performance is delivered to Participant bythe Board, which demand specifically identifies the manner in which the Board believes thatParticipant has not substantially performed such duties, or (iv) any willful and continued failureby Participant to substantially follow and comply with the specific and lawful directives of theBoard, as reasonably determined by the Board (other than any such failure resulting fromParticipant’s incapacity due to physical or mental illness), after a written demand for substantialperformance is delivered to Participant by the Board, which demand specifically identifies themanner in which the Board believes that Participant has not substantially performed suchdirectives. The foregoing definition shall not in any way preclude or restrict the right of theCompany (or any Subsidiary) to discharge or dismiss Participant or any other person in the serviceof the Company (or any Subsidiary) for any other acts or omissions, but such other acts oromissions shall not be deemed, for purposes of this Agreement, to constitute grounds fortermination for Misconduct.     1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditionsof the Plan, which are incorporated herein by reference.**ARTICLE II****GRANT OF OPTION**     2.1 Grant of Option. In consideration of the Participant’s past and/or continuedemployment with or service to the Company or a Parent or Subsidiary and for other good and valuableconsideration, effective as of the Grant Date set forth in the Grant Notice (the “***Grant Date***”), theCompany irrevocably grants to the Participant the Option to purchase any part or all of anaggregate of the number of shares of Stock set forth in the Grant Notice, upon the terms andconditions set forth in the Plan and this
 

 
Agreement. If the Option is designated as an Incentive Stock Option in the Grant Notice, theOption shall be an Incentive Stock Option to the maximum extent permitted by law.     2.2 Exercise Price. The exercise price of the shares of Stock subject to the Optionshall be as set forth in the Grant Notice, without commission or other charge; *provided*, *however*,that the exercise price per share of Stock subject to the Option shall not be less than 100% of theFair Market Value of a share of Stock on the Grant Date. Notwithstanding the foregoing, if thisOption is designated as an Incentive Stock Option and the Participant owns (within the meaning ofSection 424(d) of the Code) more than 10% of the total combined voting power of all classes ofstock of the Company or any “subsidiary corporation” of the Company or any “parent corporation” ofthe Company (each within the meaning of Section 424 of the Code), the exercise price per share ofStock subject to the Option shall not be less than 110% of the Fair Market Value of a share ofStock on the Grant Date.     2.3 Consideration to the Company; No Employment Rights. In consideration of the grantof the Option by the Company, the Participant agrees to render faithful and efficient services tothe Company or any Parent or Subsidiary. Nothing in the Plan or this Agreement shall confer uponthe Participant any right to continue in the employ or service of the Company or any Parent orSubsidiary or shall interfere with or restrict in any way the rights of the Company and its Parentsand Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate theemployment or services of the Participant at any time for no reason or for any reason whatsoever,with or without cause, except to the extent expressly provided otherwise in a written agreementbetween the Company, a Parent or a Subsidiary and the Participant.**ARTICLE III****PERIOD OF EXERCISABILITY**     3.1 Commencement of Exercisability.          (a) Subject to Sections 3.2, 3.3, and 7.9, the Option shall become vested and exercisable insuch number of shares of Stock and at such times as are set forth in the Grant Notice.          (b) No portion of the Option which has not become vested and exercisable at the date of theParticipant’s Termination of Employment, Termination of Directorship or Termination of Consultancy,as applicable, shall thereafter become vested and exercisable, except as may be otherwise providedby the Administrator or as set forth in a written agreement between the Company and theParticipant.     3.2 Duration of Exercisability. The installments provided for in the vesting scheduleset forth in the Grant Notice are cumulative. Each such installment which becomes vested andexercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested andexercisable until it becomes unexercisable under Section 3.3.     3.3 Expiration of Option. Subject to earlier termination pursuant to Section 5.1, theOption may not be exercised to any extent by anyone after the first to occur of the followingevents:          (a) The expiration of ten years from the Grant Date;          (b) If this Option is designated as an Incentive Stock Option and the Participant owned(within the meaning of Section 424(d) of the Code), on the Grant Date, more than 10% of the totalcombined voting power of all classes of stock of the Company or any “subsidiary corporation” of the
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Company or any “parent corporation” of the Company (each within the meaning of Section 424 ofthe Code), the expiration of five years from the Grant Date;          (c) The expiration of 90 days following the date of the Participant’s Termination ofEmployment, Termination of Directorship or Termination of Consultancy, as applicable, unless suchTermination of Employment, Termination of Directorship or Termination of Consultancy occurs byreason of the Participant’s death or Disability or the discharge of the Participant for Misconduct;          (d) The expiration of twelve months following the date of the Participant’s Termination ofEmployment, Termination of Directorship or Termination of Consultancy, as applicable, by reason ofthe Participant’s Disability;          (e) The expiration of 180 days from the date of the Participant’s Termination of Employment,Termination of Directorship or Termination of Consultancy, as applicable, by reason of theParticipant’s death; or          (f) The date of the Participant’s Termination of Employment, Termination of Directorship orTermination of Consultancy, as applicable, by the Company or any Parent or Subsidiary by reason ofthe discharge of the Participant for Misconduct.     3.4 Special Tax Consequences. In the event the Option is designated an IncentiveStock Option, the Participant acknowledges that, to the extent that the aggregate Fair Market Value(determined as of the Grant Date) of all shares of stock with respect to which incentive stockoptions granted by the Company (or any “subsidiary corporation” or any “parent corporation” of theCompany), including the Option, are exercisable for the first time by the Participant in anycalendar year exceeds $100,000, the Option and such other options shall be non-qualified stockoptions to the extent necessary to comply with the limitations imposed by Section 422(d) of theCode. The Participant further acknowledges that the rule set forth in the preceding sentence shallbe applied by taking the Option and other “incentive stock options” into account in the order inwhich they were granted, as determined under Section 422(d) of the Code and the TreasuryRegulations thereunder.**ARTICLE IV****EXERCISE OF OPTION**     4.1 Person Eligible to Exercise. Except as provided in Section 7.2, during thelifetime of the Participant, only the Participant may exercise the Option or any portion thereof.After the death of the Participant, any exercisable portion of the Option may, prior to the timewhen the Option becomes unexercisable under Section 3.3, be exercised by the Participant’s personalrepresentative or by any person empowered to do so under the deceased the Participant’s will orunder then applicable laws of descent and distribution.     4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, ifthen wholly exercisable, may be exercised in whole or in part at any time prior to the time whenthe Option or portion thereof becomes unexercisable under Section 3.3.     4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may beexercised solely by delivery to the Secretary of the Company or the Secretary’s office of all ofthe following prior to the time when the Option or such portion thereof becomes unexercisable underSection 3.3:
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          (a) An Exercise Notice in writing signed by the Participant or any other person then entitledto exercise the Option or portion thereof, stating that the Option or portion thereof is therebyexercised, such notice complying with all applicable rules established by the Administrator. Suchnotice shall be substantially in the form attached as Exhibit B to the Grant Notice (orsuch other form as is prescribed by the Administrator, which may include, without limitation,electronic notice provided through a third-party administrator);          (b) The receipt by the Company of full payment for the shares of Stock with respect to whichthe Option or portion thereof is exercised, including payment of any applicable withholding tax,which may be in one or more of the forms of consideration permitted under Section 4.4; and          (c) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 byany person or persons other than the Participant, appropriate proof of the right of such person orpersons to exercise the Option.     4.4 Method of Payment. Payment of the exercise price shall be by any of thefollowing, or a combination thereof, at the election of the Participant:          (a) cash;          (b) check;          (c) to the extent permitted under applicable laws, delivery of a notice that the Participanthas placed a market sell order with a broker with respect to shares of Stock then issuable uponexercise of the Option, and that the broker has been directed to pay a sufficient portion of thenet proceeds of the sale to the Company in satisfaction of the aggregate exercise price; *provided*,that payment of such proceeds is then made to the Company upon settlement of such sale;          (d) with the consent of the Administrator, through the delivery of shares of Stock which havebeen owned by the Participant for at least six months, duly endorsed for transfer to the Companywith a Fair Market Value on the date of exercise equal to the aggregate exercise price of theOption or exercised portion thereof; or          (e) any combination of the consideration provided in the foregoing.     4.5 Conditions to Issuance of Stock Certificates. The shares of Stock deliverableupon the exercise of the Option, or any portion thereof, may be either previously authorized butunissued shares or issued shares which have then been reacquired by the Company. Such shares shallbe fully paid and nonassessable. The Company shall not be required to issue or deliver any sharesof Stock purchased upon the exercise of the Option or portion thereof prior to fulfillment of allof the following conditions:          (a) The admission of such shares to listing on all stock exchanges on which such Stock is thenlisted;          (b) The completion of any registration or other qualification of such shares under any stateor federal law or under rulings or regulations of the Securities and Exchange Commission or of anyother governmental regulatory body, which the Administrator shall, in its absolute discretion, deemnecessary or advisable;
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          (c) The obtaining of any approval or other clearance from any state or federal governmentalagency which the Administrator shall, in its absolute discretion, determine to be necessary oradvisable;          (d) The receipt by the Company (or the Parent or Subsidiary employing the Participant) of fullpayment for such shares, including payment of any applicable withholding tax, which may be in oneor more of the forms of consideration permitted under Section 4.4; and          (e) The lapse of such reasonable period of time following the exercise of the Option as theAdministrator may from time to time establish for reasons of administrative convenience.     4.6 Rights as Stockholder. The Participant (or other person entitled to exercise theOption) shall not be, nor have any of the rights or privileges of, a stockholder of the Company inrespect of any shares of Stock purchasable upon the exercise of any part of the Option unless anduntil such shares shall have been issued by the Company to the Participant (or such other person)(as evidenced by the appropriate entry on the books of the Company or of a duly authorized transferagent of the Company). No adjustment will be made for a dividend or other right for which therecord date is prior to the date the shares of Stock are issued, except as provided in Section 11.3of the Plan.**ARTICLE V****FORFEITURE FOR FRAUD,**