Nonstatutory Stock Option Agreement Granted Under 2005 Stock Incentive Plan

Exhibit 10.39

CORNERSTONE BIOPHARMA HOLDINGS, INC.

Nonstatutory Stock Option Agreement
Granted Under 2005 Stock Incentive Plan

1. Grant of Option .

     This agreement evidences the grant by Cornerstone BioPharma Holdings, Inc., a Delaware corporation (the “Company”), on [Grant Date] (the “Grant Date”) to [Participant] (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2005 Stock Incentive Plan (the “Plan”), a total of [Number] shares (the “Shares”) of common stock, $0.0001 par value per share, of the Company (“Common Stock”) at $ [Option Price] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [Final Exercise Date] (the “Final Exercise Date”).

     It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule . ¹

3. Exercise of Option .

     (a)  Form of Exercise . Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share.

     (b)  Continuous Relationship with the Company Required . Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, or officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).

     (c)  Termination of Relationship with the Company . If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the

non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

     (d)  Exercise Period Upon Death or Disability . If the Participant dies or becomes disa