TRIANGLE PHARMACEUTICALS, INC.
                           NOTICE OF GRANT OF STOCK OPTION


          Notice is hereby given of the following option grant (the "Option") to
purchase shares of the Common Stock of Triangle Pharmaceuticals, Inc. (the
"Corporation"):


          OPTIONEE:
                   ------------------------------------------------------------
          GRANT DATE:
                      ---------------------------------------------------------
          VESTING COMMENCEMENT DATE:
                                     ------------------------------------------
          EXERCISE PRICE:  $                                           per share
                            -------------------------------------------
          NUMBER OF OPTION SHARES:                                        shares
                                   ---------------------------------------
          EXPIRATION DATE:
                          -----------------------------------------------------
          TYPE OF OPTION:             Incentive Stock Option
                              ------
                                      Non-Statutory Stock Option
                              ------
          EXERCISE SCHEDULE:






          Optionee understands and agrees that the Option is granted subject to
and in accordance with the terms of the Triangle Pharmaceuticals, Inc. 1996
Stock Incentive Plan (the "Plan").  Optionee further agrees to be bound by the
terms of the Plan and the terms of the Option as set forth in the Stock Option
Agreement attached hereto as Exhibit A.

          Optionee hereby acknowledges receipt of a copy of the official
prospectus for the Plan in the form attached hereto as Exhibit B.  A copy of the
Plan is available upon request made to the Corporate Secretary at the
Corporation's principal offices.

          NO EMPLOYMENT OR SERVICE CONTRACT.  Nothing in this Notice or in the
attached Stock Option Agreement or in the Plan shall confer upon Optionee any
right to continue in Service for any period of specific duration or interfere
with or otherwise restrict in any way the rights of the Corporation (or any
Parent or Subsidiary employing or retaining Optionee) or of




Optionee, which rights are hereby expressly reserved by each, to terminate
Optionee's Service at any time for any reason, with or without cause.

          DEFINITIONS.  All capitalized terms in this Notice shall have the
meaning assigned to them in this Notice or in the attached Stock Option
Agreement.

DATED: ______________________, 199__


                                   TRIANGLE PHARMACEUTICALS, INC.


                                   By:
                                       ---------------------------------------
                                   Title:
                                          ------------------------------------


                                   -------------------------------------------
                                   OPTIONEE

                                   Address:
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ATTACHMENTS
EXHIBIT A - STOCK OPTION AGREEMENT
EXHIBIT B - PLAN SUMMARY AND PROSPECTUS

                                          2



                                      EXHIBIT A

                                STOCK OPTION AGREEMENT  





                                      EXHIBIT B

                             PLAN SUMMARY AND PROSPECTUS