RESTRICTED STOCK PURCHASE AGREEMENT

 

                                                                  EXHIBIT 10.1

                         RESTRICTED STOCK PURCHASE AGREEMENT

    THIS RESTRICTED STOCK PURCHASE AGREEMENT (the "Agreement") is made this
____ day of ____________, 1996 (the "Effective Date"), by and among Triangle
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Dennis Liotta
("Stockholder," which term also includes his or her heirs, executors, guardians,
successors and assigns).

    WHEREAS, Stockholder has agreed to purchase from the Company and the
Company has agreed to sell to Stockholder, on the terms and conditions set forth
in this Agreement, 60,000 shares of the Company's Common Stock (the "Stock,"
which term for purposes of this Agreement also includes any additional shares of
Common Stock of the Company now owned or hereafter acquired by Stockholder) at
the purchase price of $0.01 per share (the "Purchase Price").

    NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement, the parties
hereby agree as follows:

         1. PURCHASE OF COMMON STOCK.

              (a)  PURCHASE.  Stockholder hereby purchases, and the Company
hereby sells to Stockholder, 60,000 shares of Stock at the Purchase Price.

              (b)  PAYMENT.  Concurrently with the execution of this Agreement,
Stockholder shall pay the Purchase Price for the 60,000 shares of Stock either
in cash or cash equivalent.

              (c)  DELIVERY OF CERTIFICATES.  The certificates representing the
Stock purchased hereunder shall be delivered to Stockholder promptly after the
date of this Agreement.

    2.   RESTRICTIONS ON TRANSFER.  Except as permitted by the terms of this
Agreement, Stockholder may not make any sale, exchange, transfer, assignment,
gift, pledge, encumbrance, hypothecation or alienation of any shares of the
Stock, or any interest in such shares, now held by or hereafter acquired by
Stockholder, whether voluntarily or involuntarily or by operation of law
(hereinafter collectively referred to as a "transfer").

    3.   PURCHASE OPTION.

              (a)  COMPANY PURCHASE OPTION.  The Company is hereby granted the
right (the "Purchase Option") from Stockholder, exercisable at any time during
the thirty

(30)-day period following the date Stockholder ceases for any reason to be a 
Service Provider to the Company, to repurchase any or all of the Stock in 
which Stockholder has not acquired a vested interest in accordance with the 
vesting provisions of Section 3(c) (such shares to be hereinafter called the 
"Unvested Stock").  The purchase price for the Unvested Stock that the 
Company repurchases from Stockholder shall be the portion of the Purchase 
Price paid by Stockholder for such Unvested Stock (the "Option Price").  For 
purposes of this Agreement, Stockholder shall be deemed to be a Service 
Provider to the Company for so long as Stockholder renders regular and 
on-going services to the Company or one or more of its parent or subsidiary 
corporations, whether as an employee, a non-employee member of the board of 
directors, an independent non-employee consultant or a non-employee member of 
the Company's Scientific Advisory Board.

              (b)  EXERCISE OF PURCHASE OPTION.  The Purchase Option, if
exercised by the Company, shall be exercised by written notice signed by an
officer of the Company and delivered or mailed to Stockholder, which notice
shall specify the time, place and date for settlement of such purchase.  The
Company may pay for the shares of Unvested Stock it has elected to repurchase
(i) by delivery to Stockholder or his or her executor of a check in the amount
of the Option Price, (ii) by cancellation by the Company of an amount of
Stockholder's indebtedness to the Company in the amount of the Option Price, or
(iii) by a combination of (i) and (ii) so that the combined payment and
cancellation of indebtedness equals the Option Price.

              (c)  TERMINATION OF THE PURCHASE OPTION.

                   (i)  The Purchase Option shall terminate with respect to any
Unvested Shares for which it is not timely exercised under Section 3(b).  In
addition, the Purchase Option shall terminate, and cease to be exercisable, with
respect to any and all Stock in which Stockholder vests in accordance with the
schedule below.  Accordingly, provided Stockholder continues to be a Service
Provider to the Company, Stockholder shall acquire a vested interest in, and the
Purchase Option shall lapse with respect to, the Stock in accordance with the
following provision:

              From and after the expiration of the nine (9) month
         period beginning on the Effective Date (the "Cliff Period"),
         Stockholder shall acquire a vested interest in, and the
         Purchase Option shall lapse with respect to, 25% of the
         Stock.  Thereafter, beginning on the first day following the
         Cliff Period, Stockholder shall acquire a vested interest
         in, and the Purchase Option shall lapse with respect to, the
         remaining Stock in a series of successive monthly
         installments each equal to 1/36 of the remaining Stock.

                                         -2-

              All Stock as to which the Purchase Option lapses shall, however,
continue to be subject to all the terms of this Agreement, including the right
of first refusal contained in Section 5 and the market stand-off provisions of
Section 8.

              (d)  FRACTIONAL SHARES.  No fractional shares shall be
repurchased by the Company.  Accordingly, should the Purchase Option extend to a
fractional share (in accordance with the vesting computation provisions of
Section 3(c)) at the time Stockholder ceases to be a Service Provider, then such
fractional share shall be added to any fractional share in which Stockholder is
at such time vested in order to make one whole vested share no longer subject to
the Purchase Option.

              (e)  NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Section
3 shall confer upon Stockholder any right to continue in the service of the
Company (or any parent or subsidiary of the Company) for any period of specific
duration or interfere with or otherwise restrict in any way the rights of the
Company (or any parent or subsidiary of the Company), which rights are hereby
expressly reserved, to terminate employment or any other role as a Service
Provider at any time for any reason whatsoever, with or without cause.

         4.   ESCROW.

              (a)  DEPOSIT.  Upon any issuance of Stock to Stockholder, the
certificates for such Stock shall be deposited in escrow with the Company to be
held in accordance with the provisions of this Section 4.  Each deposited
certificate shall be accompanied by a duly executed Assignment Separate from
Certificate in the form of EXHIBIT A.  The deposited certificates, together with
any other assets or securities from time to time deposited with the Company
pursuant to the requirements of this Agreement, shall remain in escrow until
such time or times as the certificates (or other assets and securities) are to
be released or otherwise surrendered for cancellation in accordance with Section
4(c) below.  Upon delivery of the certificates (or other assets and securities)
to the Company, Stockholder shall be issued an instrument of deposit
acknowledging the number of shares of Stock (or other assets and securities)
delivered in escrow to the Company.

              (b)  RECAPITALIZATION.  All regular cash dividends on the Stock
(or other securities at the time held in escrow) shall be paid directly to
Stockholder and shall not be held in escrow.  However, in the event of any stock
dividend, stock split, recapitalization or other change affecting the Company's
outstanding Common Stock as a class effected without receipt of consideration or
in the event of a Corporate Transaction (as defined in Section 9 below), any
new, substituted or additional securities or other property which is by reason
of such Corporate Transaction distributed with respect to the Stock shall be
immediately delivered to the Company to be held in escrow under this

                                         -3-

Section 4, but only to the extent the shares of Stock are at the time subject to
the escrow requirements of Section 4(a).

              (c)  RELEASE/SURRENDER.  The Stock, together with any other
assets or securities held in escrow hereunder, shall be subject to the following
terms and conditions relating to their release from escrow or their surrender to
the Company for repurchase and cancellation:

                   (i)  Should the Company elect to exercise the Purchase
Option under Section 3 with respect to any Unvested Shares, then the escrowed
certificates for such Unvested Shares (together with any other assets or
securities issued with respect thereto) shall be delivered to the Company for
cancellation, concurrently with the payment to Stockholder, in cash or cash
equivalent (including the cancellation of any purchase-money indebtedness), of
an amount equal to the portion of the Purchase Price previously paid for such
Unvested Shares, and Stockholder shall cease to have any further rights or
claims with respect to such Unvested Shares (or other assets or securities).

                   (ii) As the interest of Stockholder in the Stock (or any
other assets or securities issued with respect thereto) vests in accordance with
the provisions of Section 3, the certificates for such vested shares (as well as
all other vested assets and securities) shall be released from escrow and
delivered to Stockholder in accordance with the following schedule:

                        (A)  Subsequent releases of vested Stock (or other
vested assets and securities) from escrow shall be effected at annual intervals
thereafter, with the first such annual release to occur twelve (12) months after
the date of this Agreement.

                        (B)  Upon Stockholder's cessation of Service Provider
status, any escrowed Stock (or other assets or securities) in which Stockholder
is at the time vested shall be promptly released from escrow.

                        (C)  Upon any earlier termination of the Purchase
Option in accordance with the applicable provisions of Section 3, the Stock (or
other assets or securities) at the time held in escrow hereunder shall promptly
be released to Stockholder as fully vested shares or other property.

                   (iii) All Stock (or other assets or securities) released
from escrow in accordance with the provisions of Section 4(c)(ii) above shall
nevertheless remain subject to all other provisions of this Agreement, including
the market stand-off provisions of Section 8(c).

                                         -4-

         5.   RIGHT OF FIRST REFUSAL.

              (a)  NOTICE TO THE COMPANY AND INVESTOR.

                   (i)  In the event Stockholder desires to transfer any Stock
other than as specifically provided in Section 6 below, Stockholder must deliver
a notice in writing by certified mail ("Notice") to the Company stating (A) his
or her bona fide intention to sell or transfer such shares, (B) the number of
such shares to be sold or transferred, (C) the price, if any, for which he or
she proposes to sell or transfer such shares, and (D) the name of the proposed
purchaser or transferee.

                   (ii) In the event the proposed transfer is partially or
completely in exchange for assets other than cash, then such assets shall be
deemed to have a cash value in the amount determined by the Company's Board of
Directors in its sole good faith opinion, in which case such cash value
ascertained by the Board, when added to any cash to be exchanged and then
divided by the number of shares of Stock to be transferred, shall be deemed the
price per share set forth in the Notice.  In the event of a gift, property
settlement or other transfer in which the proposed purchaser or transferee is
not paying the full price for the Stock, which transfer is not otherwise
exempted from the terms of Section 5 hereof, the price shall be deemed to be the
fair market value of the Stock as determined in good faith by the Board of
Directors.

              (b)  COMPANY RIGHT OF FIRST REFUSAL.  The Company shall have an
exclusive, irrevocable option (the "Company Option"), at any time within thirty
(30) days of receipt of the Notice, to purchase some or all of the Stock to
which the Notice refers at the price per share specified in the Notice (as
determined in Section 5(a)(ii)).  The Company shall exercise the Company Option
by written notice signed by an officer of the Company and delivered or mailed to
Stockholder (the "Company Settlement Notice"), which notice shall specify the
time, place and date for settlement of such purchase.

              (c)  COMPANY SETTLEMENT.  Within ten (10) days of receipt of the
Company Settlement Notice, Stockholder must deliver to the Company all
certificates for the Stock being acquired by the Company which are not already
in the Company's custody, together with proper assignments in blank of the Stock
with signatures properly guaranteed and with such other documents as may be
required by the Company to provide reasonable assurance that each necessary
endorsement is genuine and effective, and the Company must thereupon deliver to
Stockholder full cash payment for the Stock being acquired, provided that if the
terms of payment set forth in the Notice were other than cash against delivery,
the Company shall pay for said shares on the same terms and conditions set forth
in such Notice.

                                         -5-

         6.   EXEMPT TRANSFERS.

              (a)  PERMITTED TRANSACTIONS.  The provisions of Section 5 of this
Agreement shall not apply to any transfer by gift to the ancestors, descendants,
siblings or spouse of Stockholder or to trusts for the benefit of such persons;
provided that the transferee shall furnish the Company with a written agreement
to be bound by and comply with all provisions of this Agreement.  Such
transferred Stock shall remain "Stock" hereunder, and such transferee shall also
be treated as "Stockholder" for the purposes of this Agreement.

              (b)  COMPANY REPURCHASE.  The provisions of Section 5 of this
Agreement shall not apply to the sale of any Stock to the Company or any Stock
acquired by the Company pursuant to its exercise of the Purchase Option.

         7.   SECURITIES LAW COMPLIANCE.

              (a)  REPRESENTATIONS AND WARRANTIES.  Stockholder hereby
represents and warrants that:

                   (i)  AUTHORIZATION.  This Agreement constitutes
Stockholder's valid and legally binding obligation, enforceable in accordance
with its terms.

                   (ii) PURCHASE ENTIRELY FOR OWN ACCOUNT.  This Agreement is
made with Stockholder in reliance upon Stockholder's representation to the
Company, which by Stockholder's execution of this Agreement Stockholder hereby
confirms, that the Common Stock to be received by Stockholder will be acquired
for investment for Stockholder's own account, not as a nominee or agent, and not
with a view to the resale or distribution of any part thereof, and that
Stockholder has no present intention of selling, granting any participation in,
or otherwise distributing the same.  By executing this Agreement, Stockholder
further represents that Stockholder does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to any of the
Securities.  Stockholder represents that he has full power and authority to
enter into this Agreement.

                   (iii) INVESTMENT EXPERIENCE.  Stockholder is an investor in
securities of companies in the development stage and acknowledges that he or she
is able to fend for himself or herself, can bear the economic risk of his or her
investment and has such knowledge and experience in financial or business
matters that he or she is capable of evaluating the merits and risks of the
investment in the Stock.

                   (iv) RESTRICTED SECURITIES.  Stockholder hereby confirms
that he or she has been informed that the shares of Stock are restricted
securities under the

                                         -6-

Securities Act of 1933, as amended (the "1933 Act"), and may not be resold or
transferred unless the shares are first registered under the Federal securities
laws or unless an exemption from such registration is available.  Accordingly,
Stockholder hereby acknowledges that he or she is prepared to hold the shares of
Stock for an indefinite period and that he or she is aware that Rule 144 of the
Securities and Exchange Commission issued under the 1933 Act is not presently
available to exempt the sale of the shares of Stock from the registration
requirements of the 1933 Act.

              (b)  DISPOSITION OF SHARES.  Stockholder hereby agrees that he or
she shall make no disposition of the shares of Stock unless and until:

                   (i)  He or she shall have notified the Company of the
proposed disposition and provided a written summary of the terms and conditions
of the proposed disposition;

                   (ii) He or she shall have complied with all requirements of
this Agreement applicable to the disposition of the shares of Stock; and

                   (iii) He or she shall have provided the Company with written
assurances, in form and substance satisfactory to the Company, that (i) the
proposed disposition does not require registration of the shares of Stock under
the 1933 Act or (ii) all appropriate action necessary for compliance with the
registration requirements of the 1933 Act or of any exemption from registration
available under the 1933 Act (including Rule 144) has been taken.

         The Company shall NOT be required (i) to transfer on its books any
shares of Stock which have been sold or transferred in violation of the
provisions of this Section 7 OR (ii) to treat as the owner of the shares of
Stock, or otherwise to accord voting or dividend rights to, any transferee to
whom the shares of Stock have been transferred in contravention of this
Agreement.

              (c)  LEGEND.  Each certificate representing the shares of Stock
owned by Stockholder shall be endorsed with the following legends:

                (i)  "THE SALE OR TRANSFER OF THE SECURITIES REPRESENTED BY
              THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF A
              CERTAIN RESTRICTED STOCK PURCHASE AGREEMENT BY AND BETWEEN THE
              REGISTERED HOLDER (OR HIS OR HER PREDECESSOR IN INTEREST) AND
              TRIANGLE PHARMACEUTICALS, INC.  A COPY OF SUCH AGREEMENT IS ON
              FILE AT THE PRINCIPAL OFFICE OF THE COMPANY."

                                         -7-

               (ii)  "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
              BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
              "ACT"), OR ANY STATE SECURITIES LAWS.  THESE SECURITIES HAVE BEEN
              ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR
              RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE
              REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE ACT, OR PURSUANT
              TO RULE 144 UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY
              TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT."

              (iii)  "THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON
              PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE 'GEORGIA SECURITIES
              ACT OF 1973,' AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A
              TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN
              EFFECTIVE REGISTRATION UNDER SUCH ACT."

              (iv)  Any legend required to be placed thereon by applicable
state securities laws.

         8.   SPECIAL PROVISIONS.

              (a)  STOCKHOLDER RIGHTS.  Until such time as the Company actually
exercises the Company Option under this Agreement, Stockholder (or any
successors in interest) shall have all the rights of a stockholder (including
voting and dividend rights) with respect to the Stock subject, however, to the
transfer restrictions of Section 2.

              (b)  SECTION 83(b) ELECTION.  Stockholder understands that under
Section 83 of the Internal Revenue Code of 1986, as amended (the "Code"), the
difference between the Purchase Price paid for the Stock and its fair market
value on the date any forfeiture restrictions applicable to such shares lapse
will be reportable as ordinary income at that time.  For this purpose, the term
"forfeiture restrictions" includes the right of the Company to repurchase the
Stock pursuant to the Purchase Option under Section 3 of this Agreement.
Stockholder understands that he or she may elect to be taxed at the time the
shares of Stock are acquired hereunder, rather than when and as such shares of
Stock cease to be subject to such forfeiture restrictions, by filing an election
under Section 83(b) of the Code with the Internal Revenue Service within thirty
(30) days after the date of purchase hereunder.  Even if the fair market value
of the Stock at the date of purchase equals the Purchase Price paid (and thus no
tax is

                                         -8-

payable), the election must be made to avoid adverse tax consequences in the
future.  The form for making this election is attached as EXHIBIT B hereto.
Stockholder understands that failure to make this filing within the thirty (30)
day period will result in the recognition of ordinary income by Stockholder as
the forfeiture restrictions lapse.  STOCKHOLDER ACKNOWLEDGES THAT IT IS
STOCKHOLDER'S SOLE RESPONSIBILITY, AND NOT THE COMPANY'S, TO FILE A TIMELY
ELECTION UNDER SECTION 83(b), EVEN IF STOCKHOLDER REQUESTS THE COMPANY OR ITS
REPRESENTATIVES TO MAKE THIS FILING ON HIS OR HER BEHALF.

              (c)  MARKET STAND-OFF AGREEMENT.  Stockholder hereby agrees that,
during the period of duration specified by the Company and an underwriter of
common stock or other securities of the Company, following the effective date of
a registration statement of the Company filed under the Act, it shall not, to
the extent requested by the Company and such underwriter, directly or indirectly
sell, offer to sell, contract to sell (including, without limitation, any short
sale), grant any option to purchase or otherwise transfer or dispose of (other
than to donees who agree to be similarly bound) any securities of the Company
held by it at any time during such period except common stock included in such
registration; provided, however, that:

                   (i)  such agreement shall not exceed 180 days for the first
such registration statement of the Company which covers common stock (or other
securities) to be sold on its behalf to the public in an underwritten offering;
and

                   (ii) such agreement shall not exceed 90 days for any
subsequent registration statement of the Company which covers common stock (or
other securities) to be sold on its behalf to the public in an underwritten
offering.

         In order to enforce the foregoing covenant, the Company may impose
stop-transfer instructions with respect to the Stock of Stockholder (and the
shares or securities of every other person subject to the foregoing restriction)
until the end of such period.

    9.   TERMINATION.  This Agreement shall terminate upon the occurrence of
any one of the following events (each, a "Corporate Transaction"):

              (a)  the liquidation, dissolution or indefinite cessation of the
business operations of the Company;

              (b)  the execution by the Company of a general assignment for the
benefit of creditors or the appointment of a receiver or trustee to take
possession of the property and assets of the Company; or

                                         -9-

              (c)  upon the effective date of a bona fide firm commitment
underwritten public offering of the Company's Common Stock registered under the
Securities Act of 1933 on Form S-1 (or any successor form designated by the
Securities and Exchange Commission).

    10.  MISCELLANEOUS PROVISIONS.

              (a)  NOTICE.  Any notice required or permitted to be given to a
party pursuant to the provisions of this Agreement shall be in writing and shall
be effective upon personal delivery or upon deposit in the U.S. mail (or
equivalent independent service), postage prepaid and properly addressed to the
party to be notified as set forth below such party's signature or at such other
address as such party may designate by ten (10) days' advance written notice to
the other parties hereto.

              (b)  SEVERABILITY.  In the event one or more of the provisions of
this Agreement should, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provisions of this Agreement, and this Agreement
shall be construed and interpreted in such manner as to be effective and valid
under applicable law.

              (c)  WAIVER OR MODIFICATION.  Any amendment or modification of
this Agreement shall be effective only if evidenced by a written instrument
executed by Stockholder and the Company.

              (d)  GOVERNING LAW.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware as applied in
contracts among Delaware residents entered into and performed entirely within
Delaware.

              (e)  ATTORNEYS' FEES.  In the event of any dispute involving the
terms hereof, the prevailing party shall be entitled to collect legal fees and
expenses from the other party.

              (f)  FURTHER ASSURANCES.  Each party agrees to act in accordance
herewith and not to take any action which is designed to avoid the intention
hereof.

              (g)  OWNERSHIP.  Stockholder represents and warrants that he or
she is the sole legal and beneficial owner of the shares of Common Stock subject
to this Agreement and that no other person has any interest (other than a
community property interest) in such shares.

              (h)  SUCCESSORS AND ASSIGNS.  This Agreement and the rights and
obligations of the parties hereunder shall inure to the benefit of, and be
binding upon, their respective successors, assigns and legal representatives.

                                         -10-

              (i)  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

                                         -11-

              (j)  SEPARATE COUNSEL.  Stockholder acknowledges and agrees that
he or she has been provided the opportunity and encouraged to consult with
counsel of his or her own choosing with respect to this Agreement and that
Brobeck, Phleger & Harrison solely represents the interests of the Company.

    IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.

                             COMPANY:

                             TRIANGLE PHARMACEUTICALS, INC., a Delaware
                             corporation

                             By:__________________________________________
                                  Dr. David Barry, Chairman and
                                  Chief Executive Officer

                   Address:  4 University Place
                             4611 University Drive
                             Durham, North Carolina 27707

                             STOCKHOLDER:

                             _____________________________________________
                             Dennis Liotta

                   Address:
                             ______________________________________________

                             ______________________________________________

               [SIGNATURE PAGE TO RESTRICTED STOCK PURCHASE AGREEMENT]

                                      EXHIBIT A

                         ASSIGNMENT SEPARATE FROM CERTIFICATE

    FOR VALUE RECEIVED, I, Dennis Liotta, hereby sell, assign and transfer unto
_______________________ _____________________ (_____________) shares of the
Common Stock of Triangle Pharmaceuticals, Inc., standing in my name on the books
of said corporation represented by Certificate No. ____ herewith and do hereby
irrevocably constitute and appoint _________________ attorney to transfer said
stock on the books of the within-named corporation with full power of
substitution in the premises.
Dated: _____________, 1996

                                  Signature:

                                  _____________________________________________
                                  Dennis Liotta

    This Assignment Separate from Certificate was executed in conjunction with
the terms of a Restricted Stock Purchase Agreement between the above assignor
and Triangle Pharmaceuticals, Inc. dated _____________, 1996.

                                         A-1

                                      EXHIBIT B

                                  REPURCHASE RIGHTS

This statement is being made under Section 83(b) of the Internal Revenue Code,
pursuant to Treas. Reg. Section 1.83-2.

(1) The person who performed the services is:

    Name:___________________________________
    Address:________________________________
    Taxpayer Ident. No.:____________________
    Taxable Year: Calendar Year 19__________

(2) The property with respect to which the election is being made is __________
    shares of the common stock of Triangle Pharmaceuticals, Inc.

(3) The property was issued on _______________, 19___.

(4) The property is subject to a repurchase right pursuant to which the issuer
    has the right to acquire the property at the original purchase price if for
    any reason shareholder's employment with or service for the issuer is
    terminated.  The issuer's repurchase right lapses on _________________,
    19__.

(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) is $_______ per share.

(6) The amount paid for such property is $________ per share.

(7) A copy of this statement was furnished to Triangle Pharmaceuticals, Inc.
    for whom the person rendered the service underlying the transfer of
    property.

(8) This statement is executed as of: _______________________________________

                                  _____________________________________________
                                  Service Provider

                                  _____________________________________________
                                  Spouse (if any)

                                         B-1

                                      EXHIBIT C

                                  CONSENT OF SPOUSE

    I, _______________________, the spouse of Dennis Liotta, the stockholder
referred to as "Stockholder" in the foregoing Restricted Stock Purchase
Agreement ("Agreement") of Triangle Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), acknowledge that I have reviewed the Agreement.  I
hereby appoint my spouse as my attorney-in-fact with respect to the exercise of
any rights under the Agreement and agree to be bound by the provisions of the
Agreement insofar as I may have any rights in the Agreement or any shares of the
Company under the community property laws of the state of our residence or
similar laws relating to marital property in effect in the state of our
residence as of the date of the signing of the Agreement or thereafter.

Dated:  _________________________

                                   ____________________________________________
                                  (Signature of Spouse)

                                   ____________________________________________
                                  (Print Name of Spouse)

                                         C-1 

Basic Info X:

Name: RESTRICTED STOCK PURCHASE AGREEMENT
Type: Stock Purchase Agreement
Date: Sept. 11, 1996
Company: TRIANGLE PHARMACEUTICALS INC
State: Delaware

Other info:

Date:

  • thirty 30

Organization:

  • Company 's Scientific Advisory Board
  • Company 's Board of Directors
  • Company Settlement Notice
  • Internal Revenue Service
  • Securities and Exchange Commission
  • the State of Delaware
  • Phleger & Harrison
  • University Place 4611 University Drive Durham
  • Common Stock of Triangle Pharmaceuticals , Inc.
  • Internal Revenue Code

Location:

  • U.S.
  • North Carolina
  • Delaware

Money:

  • $ 0.01

Person:

  • Brobeck
  • David Barry
  • Dennis Liotta

Percent:

  • 25 %