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Exhibit 10.40
 NON-QUALIFIED EMPLOYEE  STOCK OPTION CERTIFICATE AGREEMENT
 THIS AGREEMENT MEDICIS PHARMACEUTICAL CORPORATION
 WHEREAS
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
 1. GRANT OF OPTION.
 2. PURCHASE PRICE.
 3. TIME OF EXERCISE OF OPTION.
 4. METHOD OF EXERCISE.




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5. TERMINATION OF OPTION.
 (a)
    
    upon the date which is ninety (90) days subsequent to the date on which the Optionees employment by the
Corporation is terminated (except if such termination be by reason of death or permanent and total disability or
for cause);(b)
    
    the expiration of twelve (12) months after the date on which the Optionees employment by the Corporation is
terminated, if such termination be by reason of Optionees permanent and total disability (as determined in the
absolute discretion of the Committee);(c)
    
    the expiration of one hundred eighty (180) days from the death of the Optionee while in the employ of the
Corporation, in which event the transferee of said option (or any unexercised portion thereof) pursuant to
Optionees Will or by laws of intestacy must exercise said option within one hundred eighty (180) days following
the date of the Optionees death; or(d)
    
    the date which is seven (7) years from the date of grant of the option.
 6. RECLASSIFICATION, CONSOLIDATION OR MERGER.




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7. RIGHTS PRIOR TO EXERCISE OF OPTION.
 8. SECURITIES, REGISTRATION AND RESTRICTIONS.
 9. PAYMENT OF WITHHOLDING TAX.
 10. MISCELLANEOUS.




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Exchange Act Outstanding Company Stock Company
Voting Securities
 Incumbent Board
 Business Combination




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11. BINDING EFFECT.
 12. FORFEITURE FOR FRAUD, DISHONESTY, UNLAWFUL COMPETITION AND OTHER HARMFUL ACTS.
 A.
        B.
 C.
        D.
 E.
 13. AGREEMENT REGARDING PRIOR OPTION GRANTS.
 14. MANDATORY ARBITRATION.




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A. CLAIMS COVERED BY MANDATORY ARBITRATION AGREEMENT.
 1.
    
    any alleged or actual contract, agreement, or covenant (oral, written,
or implied), including this Agreement, between Optionee and Corporation
relating to Optionees employment, the termination of Optionees
employment, directorship and/or consultancy or an option provided to
Optionee;2.
    
    any policy, compensation, or benefit plan of the Corporation, including
the Corporations stock option plan, unless the decision at issue was
made by an entity other than the Corporation, in which case the
agreement that arbitration is the exclusive remedy applies only to
Optionees claims against the Corporation;3.
    
    all federal, state, or local laws, regulations, statutes, or policies
prohibiting employment discrimination and/or harassment, (including,
without limitation, discrimination or harassment based on race, sex,
national origin, religion, age, or disability) and/or unlawful
retaliation;4.
    
    any public policy;5.
    
    any and all claims for personal, emotional, physical, or economic injury;6.
    
    any other rights, obligations, or duties arising out of constitutions,
statutes or common law, whether or not specifically referred to in this
Agreement, and whether similar to or dissimilar to rights, obligations,
or duties referred to in this Agreement, which are or may be granted to
any party to this Agreement by the laws of any state or country in which
either party resides or engages in the business of the Corporation.
 B. CLAIMS EXCLUDED FROM ARBITRATION AGREEMENT.
 1.
    
    any claim by the Optionee for workers compensation benefits;2.
    
    any claim by the Optionee for benefits under a benefit plan of the
Corporation which provides its own arbitration procedure;




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3.
    
    any claim by a party involving violation of rules, regulations, or laws
governing insider trading; and4.
    
    any claim prohibited from binding arbitration by applicable laws or
public policy; and.5.
    
    any claim brought before the Equal Employment Opportunity Commission,
however, notwithstanding the foregoing, Optionee agrees that Optionees
sole recovery for any damages shall be through the binding arbitration
process described herein.
 C. PROCEDURES.
 1.
    
    A written request for mediation/arbitration which contains a specific
statement of the acts complained of and the statutory or other violation
alleged, must be served by mail on the other party, and in duplicate
(with a copy of this Agreement attached) on the AAA Office in Phoenix,
Arizona or the AAA regional office in which Phoenix is located. The
Corporation shall be served at its principal place of business, and the
Optionee shall be served at the last home address shown in his/her
personnel file. The request shall set forth the names, addresses, and
telephone numbers of the parties; the amount in controversy, if any; the
remedy sought; and that the hearing location agreed upon is Phoenix,
Arizona. The request must be filed within the time limit established by
the applicable statute of limitations necessary to perfect an
administrative claim or initiate a lawsuit, whichever is sooner, if the
dispute involves statutory rights, and when statutory rights are not at
issue, within one year of the day on which the act complained of
occurred, or notice thereof was given, whichever occurs first.2.
    
    The parties shall attempt in good faith to select one person by
agreement to mediate the dispute. The mediator, after consultation with
the parties, will determine the mediation procedures to be followed. The
fees and expenses of the mediator, if any, will be paid by the
Corporation. If no mutual agreement can be reached as to such person,
then the dispute will be settled by binding arbitration under the
procedures set forth below. No mediation shall exceed two hours without
the Corporations written agreement to lengthen the mediation. Mediation
is not binding on either party.3.
    
    If the dispute is not resolved by discussion or mediation within thirty
(30) days of the request for mediation/arbitration, the AAA shall
administer the arbitration. The AAA shall appoint an arbitrator within
thirty (30) days of the AAAs receipt of notice that the matter was not,
or will not be, resolved through mediation. The arbitrator must be
licensed to practice law in the state in which the arbitration is
convened, and the arbitrator shall, by virtue of background and similar
experience, be knowledgeable in matters pertaining to stock option
agreements and employment relationships and disputes.4.
    
    The arbitrator may establish rules for the conduct of the arbitration
consistent with the terms of this agreement and the applicable AAA
rules. Each party shall have the presumptive right to take two (2)
depositions at their own expense. The arbitrator may order additional
depositions for good cause shown and such other discovery as the
arbitrator considers necessary. Each




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party shall be entitled to counsel
of its choice. All proceedings shall be deemed private and confidential
and shall not be disclosed to the public by either the arbitrator or the
parties to the arbitration, except as required by legal process or as
necessary to judicially challenge an arbitration award under the grounds
set forth below. The arbitrator shall have the authority to entertain
motions to dismiss and/or motions for summary judgment by any party and
shall apply the standards governing such motions under the Federal Rules
of Civil Procedure.5.
    
    In arbitrations governed by the Commercial Arbitration Rules of the AAA,
not earlier than thirty (30) nor more than forty-five (45) days after
appointment, the arbitrator shall conduct a preliminary hearing in
accordance with the AAA Guidelines for Expediting Large, Complex
Commercial Arbitrations. Not less than five (5) days prior to the
preliminary hearing, all parties to the arbitration shall serve upon all
other parties to the arbitration a written list of witnesses and
exhibits to be used in the arbitration hearing. Except for good cause
shown, no witness or exhibit may be utilized at the arbitration hearing
other than those set forth on such list. The arbitrator shall have the
power to compel production of documents at the hearing by subpoena. Each
party shall be entitled to counsel of its choice. All proceedings and
information provided at the hearings shall be deemed private and
confidential and shall not be disclosed to the public by either the
arbitrator or the parties to the arbitration. The arbitrator shall have
the authority to entertain motions to dismiss and/or motions for summary
judgment by any party and shall apply the standards governing such
motions under the Federal Rules of Civil Procedure.6.
    
    Also in arbitrations governed by the Commercial Arbitration Rules, the
arbitrator shall receive evidence in a single hearing which shall be
conducted in Phoenix, Arizona. The hearing shall be commenced not more
than sixty (60) days after the appointment of the arbitrator.7.
    
    In arbitrations governed by the Employment Dispute Rules, the arbitrator
shall conduct an Arbitration Management Conference with the parties not
later than sixty (60) days after appointment, and shall thereafter
conduct the Arbitration in Phoenix, Arizona at a time and date set after
consultation with the parties during the Management Conference.8.
    
    The arbitrator shall issue such award as is proper under the applicable
substantive law of Arizona or of the United States, as the case may be,
and the evidence. The arbitrator shall have no power or authority to add
to or, except as otherwise provided in Section D.4 hereof, to detract
from the Agreement of the parties. The arbitrator shall not have
authority to alter the terms or conditions of employment lawfully
established by the Corporation, nor modify or disregard the standards of
professional conduct and performance set by the Corporation in good
faith, but shall only determine whether the law has been violated by the
acts of either party as specifically alleged.9.
    
    The arbitrator shall issue a final award not more than twenty (20) days
following the conclusion of the hearing. The arbitrator shall have
authority to




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grant injunctive relief in a form substantially similar to
that which would otherwise be granted by a court of law. The arbitrator
shall issue a written opinion setting forth a statement of the grounds
for the award and the method of determining any damages, if any,
awarded. The award shall be final and binding on all parties and may be
entered as a judgment, under seal, and enforced, or injunctive relief
maybe sought, in any court of competent jurisdiction. Judicial
modification of the award shall be limited to situations in which the
arbitrator fails or refuses to apply controlling law or the valid and
enforceable terms of this Agreement.10.
    
    The arbitrator shall be entitled to receive reasonable compensation at
an hourly rate to be established by agreement between the arbitrator and
the AAA. All fees and expenses of the arbitration, including a
transcript if either party requests, will be borne by the parties
equally, except that in arbitrations governed by the Employment Dispute
Rules, the fees and expenses will be borne by the parties as follows:
Optionee shall pay an amount equivalent to the filing fee in Arizona
District Court, plus one-half of the expense of the transcript, and any
other amounts deemed fair and reasonable by the arbitrator; the
Corporation shall bear the remaining fees and expenses of the
arbitration. Each party will pay for the fees and expenses of its own
attorneys, experts, witnesses and the presentation of proof and
post-hearings briefs, unless the party prevails on a claim for which
attorneys fees are recoverable by statute or contract, and the
arbitrator awards such fees.11.
    
    Either party may bring an action in a court of competent jurisdiction to
compel arbitration under this agreement, to seek to vacate an
arbitration award, and to enforce an arbitration award. Except as
otherwise provided in this agreement, Optionee agrees that Optionee will
not initiate or prosecute any lawsuit in any way related to any claim
covered by this agreement.
 C. MISCELLANEOUS PROVISIONS.
  1.
    
    Notice will be effective on the fifth (5th) day after deposit with the
United States Postal Service by certified mail, return receipt
requested, properly addressed and with first class postage paid.2.
    
    The term Corporation includes all related entities, all directors,
officers, employees, agents, representatives, benefit plans, benefit
plan sponsors, fiduciaries, administrators, or affiliates of any of the
above, and all successors and assigns of any of the above excluding the
Optionee.3.
    
    If either party pursues a covered claim against the other by action,
method or legal proceeding other than arbitration as provided herein,
the responding party shall be entitled to dismissal or injunctive relief
regarding such action and shall be entitled to recover all costs,
losses, and attorneys fees related to such other action or proceeding.4.
    
    This is the complete agreement of the parties on the subject of
arbitration of disputes covered by this agreement and stock options.
This agreement supersedes any prior or contemporaneous oral, written or
implied




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understanding on the subject, shall survive the termination of
Optionees employment, and can only be revoked or modified by a writing
signed by the parties which specifically states an intent to revoke or
modify this Agreement. If any provision, or term in a provision, of this
Agreement is adjudged to be void or otherwise unenforceable in whole or
in part, such adjudication shall not affect the validity of the
remainder of the Agreement. To the extent that any provision of this
Agreement is held invalid or unenforceable because it is overbroad, that
provision shall not be void but shall be limited only to the extent
required by applicable law and enforced as so limited.5.
    
    This agreement is not, and shall not be construed to create, any
contract of employment, express or implied, nor does this agreement in
any way alter the at will status of Optionees employment.
 E. EMPLOYMENT AT WILL.
 F. CHOICE OF FORUM AND GOVERNING LAW.
 G. NON-WAIVER OF RIGHTS.




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Exhibit A
 Five Year  Cliff Vesting
 
 
 
  Shares
    
    Option price
    
    Fully Vested
    
    Expiration
 
 
 
 IN WITNESS WHEREOF
 MEDICIS PHARMACEUTICAL CORPORATIONBy:




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By: