SCIELE PHARMA, INC. 2007 STOCK INCENTIVE PLAN Stock Option Award Agreement Award No

EXHIBIT 4.2

Form of Stock Option Award Agreement

under the

Sciele Pharma, Inc. 2007 Stock Incentive Plan

SCIELE PHARMA, INC.

2007 STOCK INCENTIVE PLAN

Stock Option Award Agreement

Award No.           

You are hereby awarded the following stock option (the “ Option ”) to purchase Shares of Sciele Pharma, Inc. (the “ Company ”), subject to the terms and conditions set forth in this Stock Option Award Agreement (the “ Award Agreement ”) and in the Sciele Pharma, Inc. 2007 Stock Incentive Plan (the “ Plan ”), which is attached hereto as Exhibit A .  You should carefully review the Plan and this Award Agreement, and consult with your personal financial advisor, before exercising this Option.

By executing this Award Agreement, you agree to be bound by all of the Plan’s terms and conditions as if they had been set out verbatim below.  In addition, you recognize and agree that all determinations, interpretations, or other actions respecting the Plan and this Award Agreement will be made by the Company’s Board of Directors or any Committee appointed by the Board to administer the Plan, and shall (in the absence of material and manifest bad faith or fraud) be final, conclusive and binding on all parties, including you and your successors in interest.  Terms that begin with initial capital letters have the special meanings set forth in the Plan or in this Award Agreement (unless the context indicates otherwise).

1.             Specific Terms .  This Option shall have, and be interpreted according to, the following terms, subject to the provisions of the Plan in all instances:

(1) If you directly or indirectly own more than 10% of the voting power of all classes of stock of the Company or of any Subsidiary, then the term of your ISO cannot exceed 5 years and the exercise price must be at least 110% of the Fair Market Value (100% for any other employee who is receiving ISO awards). Only employees may receive ISOs.

(2) The exercise price of a non-ISO must be at least 100% of the Fair Market Value of the underlying Shares.

2.             Accelerated Vesting; Change in Corporate Control .  To the extent you have not previously vested in your rights with respect to this Award, your Award will become –

o                   100% vested if your Continuous Service ends due to your death or “disability” within the meaning of Section 409A of the Code;

o                   100% vested if your Continuous Service ends due to an Involuntary Termination that occurs within the one-year period following a Change in Control.

3.             Term of Option .  The term of the Option will expire at 5:00 p.m. (E.D.T. or E.S.T., as applicable) on the Expiration Date. 

4.             Manner of Exercise .  The Option shall be exercised in the manner set forth in the Plan, using the exercise form attached hereto as Exhibit B .  The amount of Shares for which the Option may be exercised is cumulative; that is, if you fail to exercise the Option for all of the Shares vested under the Option during any period set forth above, then any Shares subject to the Option that are not exercised during such period may be exercised during any subsequent period, until the expiration or termination of the Option pursuant to Sections 2 and 6 of this Award Agreement and the terms of the Plan.  Fractional Shares may not be purchased.

5.             Special ISO Provisions .   If designated as an ISO, this Option shall be treated as an ISO to the extent allowable under Section 422 of the Code, and shall otherwise be treated as a Non-ISO.  If you sell or otherwise dispose of Shares acquired upon the exercise of an ISO within 1 year from the date such Shares were acquired or 2 years from the Grant Date, you agree to deliver a written report to the Company within 10 days following the sale or other disposition of such Shares detailing the net proceeds of such sale or disposition.

6.             Termination of Continuous Service .   If your Continuous Service with the Company is terminated for any reason, this Option shall terminate on the date on which you cease to have any right to exercise the Option pursuant to the terms and conditions set forth in Section 6 of the Plan.

7.             Designation of Beneficiary .  Notwithstanding anything to the contrary contained herein or in the Plan, following the execution of this Award Agreement, you may expressly designate a beneficiary to your interest in the Option awarded hereby.  You shall designate the Beneficiary by completing and executing a designation of beneficiary agreement substantially in the form attached hereto as Exhibit C (the “ Designation of Beneficiary ”) and delivering an executed copy of the Designation of Beneficiary to the Company.

8.             Restrictions on Transfer of Awards . This Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee.  Notwithstanding the foregoing, you may transfer this Option (if allowed under Section 1 for a Non-Incentive Stock Option) –

(i)                            by instrument to an inter vivos or testamentary trust (or other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in subsection (ii) of this Section, or

(ii)                         by gift to charitable institutions or by gift or transfer for consideration to any of the following relatives of yours (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of the following relatives of yours): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

Any transferee of your rights shall succeed and be