SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

Triangle Pharmaceuticals, Inc.(Name of Issuer)

Common Stock, par value $0.001 per share(Title of Class of Securities)

89589H 10 4(CUSIP Number)

Jose M. de Lasa
Senior Vice President, Secretary
and General Counsel
Abbott Laboratories
100 Abbott Park Road
Abbott Park, Illinois 60064-6049
(847) 937-6100

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 30, 2002(Date of Event which Requires Filing of this Statement)

        If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13-1(e), 13d-1(f) or 13d-1(g), check the following box.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

        *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

        The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP NO. 89589H 10 4

Page 1 of 3 Pages

1	NAME OF REPORTING PERSONS.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Abbott Laboratories # 36-0698440
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) (b)
3	SEC USE ONLY
4	SOURCE OF FUNDS 00
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
6	CITIZENSHIP OR PLACE OF ORGANIZATION Illinois

NUMBER OF SHARES NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
	7	SOLE VOTING POWER 7,938,244
	8	SHARED VOTING POWER - -0-
	9	SOLE DISPOSITIVE POWER 7,938,244
	10	SHARED DISPOSITIVE POWER - -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,938,244
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.3%
14	TYPE OF REPORTING PERSON CO

ITEM 4. PURPOSE OF THE TRANSACTION

        On July 30, 2002, Abbott and the Issuer agreed to the reacquisition by the Issuer of full product rights, including rights to all profits, for three drug candidates in clinical development, including Coviracil (emtricitabine) for HIV. A copy of a press release relating thereto is filed as an exhibit hereto. Also on July 30, 2002, Abbott and the Issuer entered into a First Amendment to Triangle Pharmaceuticals, Inc. Stockholder Rights Agreement (the "Amended Stockholder Agreement"), which amends the terms of the original Stockholder Agreement signed on June 2, 1999. The terms of the Amended Stockholder Agreement are summarized in Item 6 below.

        Abbott intends to sell some or all of its shares of Common Stock from time to time in the future, subject to market conditions and the terms and conditions of the Amended Stockholder Agreement.

        Abbott's representative on the Issuer's board of directors, Mr. James Tyree, has resigned as a director of the Issuer and Abbott is no longer entitled under the Stockholders Agreement to nominate a representative for election to the Issuer's board of directors.

        As described more fully below under Item 6, on August 2, 2002, Abbott entered into a Stock Voting Agreement (the "Voting Agreement") under which it has agreed to vote all of the shares of Common Stock owned by it in favor of approval of the Issuer's amended 1996 Stock Incentive Plan (the "Plan").

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO THE SECURITIES OF THE ISSUER

The Amended Stockholder Agreement

        The following summary of the terms of the Amended Stockholder Agreement does not purport to be complete and reference is made to the complete text of the Amended Stockholder Agreement, which is filed as an exhibit hereto.

        Transfer Restrictions.    Under the terms of the Amended Stockholder Agreement, Abbott may sell in any rolling 90 day period up to 2.5% of the number of the Issuer's then outstanding shares of Common Stock. In addition, Abbott will be permitted to sell an unlimited number of shares of Common Stock to qualified institutional buyers, as that term is defined in Rule 144 under the Securities Act of 1933, as amended ("QIBs"), in private placements or through block trades.

        Right of First Refusal.    In the case of block trades to QIBs, which individually or combined with Abbott's sales of Common Stock over the preceding 90 days would exceed 2.5% of the Issuer's then outstanding shares of Common Stock, the Issuer will be entitled to a right of first refusal to buy the shares of Common Stock proposed to be sold by Abbott. If the Issuer does not exercise its right of first refusal, Abbott will then have sixty days to sell such shares of Common Stock in a block trade for not less than the price specified in the notice to the Issuer.

        The Issuer will also have a right of first refusal if Abbott seeks to sell shares of Common Stock through a private transaction or block trades (1) to a buyer who is engaged in business in the pharmaceutical or biotechnology industries or who, to Abbott's knowledge, is acting in concert with or on behalf of such a person or (2) to a buyer who, to Abbott's knowledge after reasonable inquiry, has filed publicly any notice or form with the Securities and Exchange Commission stating an intent to change or influence control of the Issuer, including an intent to seek representation on the Issuer's board of directors.

        Terminated Provisions.    Section 1.3 (Underwriting), Section 3.4 (Market Stand-Off Agreement), Section 4 (Additional Purchase Rights), Section 6.2 (Continuing Rights) and Section 7.1 (Rights Agreement) of the original Stockholder Agreement have been terminated.

        Standstill Provisions.    Section 5.2 (Standstill Provisions) of the Stockholder Agreement has been terminated and replaced with a prohibition against Abbott becoming the beneficial owner of 15% or more of Triangle's outstanding shares of Common Stock until after June 30, 2005.

The Voting Agreement

        The following summary of the terms of the Amended Stockholder Agreement does not purport to be complete and reference is made to the complete text of the Voting Agreement, which is filed as an exhibit hereto.

        On August 2, 2002, Abbott entered into the Voting Agreement under which it has agreed to vote all of the shares of Common Stock owned beneficially or of record by it in favor of approval of an amendment to the Plan. The amendment to the Plan provides for an increase in the number of shares of Common Stock available for issuance under the Plan and an increase in the number of options which may be granted under the Plan to any one person in the aggregate per calendar year. Abbott has also granted its irrevocable proxy to Robert Amundsen, Jr. and R. Andrew Finkle to vote all shares of Common Stock owned beneficially or of record by Abbott in favor of approval of such amendment to the Plan. Abbott has also agreed not to sell any of the shares of Common Stock owned beneficially or of record by it until after the close of business on August 6, 2002, which is the first day after the August 5, 2002 record date for the special meeting of the Issuer's stockholders to be held for the purpose of voting on the amendment to the Plan (the "Special Meeting"). The Voting Agreement will terminate on the earlier of (i) the day after the date of the Special Meeting or (ii) if no such meeting shall have taken place before such date, December 31, 2002.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

(A)    First Amendment to Triangle Pharmaceuticals, Inc. Stockholder Rights Agreement dated as of July 30, 2002.

(B)    Press Release dated July 30, 2002.

(C)    Stock Voting Agreement dated as of August 2, 2002.

SIGNATURE

        After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: August 7, 2002
	ABBOTT LABORATORIES
	By:	/s/  JOSE M. DE LASA
	Name:	Jose M. de Lasa
	Title:	Senior Vice President, Secretary and General Counsel

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SIGNATURE

EX-99.A

                                                                       Exhibit A

                                 FIRST AMENDMENT
                                       TO
                         TRIANGLE PHARMACEUTICALS, INC.
                          STOCKHOLDER RIGHTS AGREEMENT

     This First Amendment (the "AMENDMENT") to the Triangle Pharmaceuticals,
Inc. Stockholder Rights Agreement (the "AGREEMENT") dated as of June 2, 1999, by
and between Triangle Pharmaceuticals, Inc., a Delaware corporation (the
"COMPANY"), and Abbott Laboratories, an Illinois corporation ("PURCHASER"), is
made and entered into as of the 30th day of July, 2002. Capitalized terms used
herein that are not otherwise defined herein shall have the meanings given them
in the Agreement.

                                    RECITALS

     WHEREAS, in connection with Purchaser's acquisition of certain shares of
Common Stock of the Company in June 1999, the Company and Purchaser entered into
the Agreement to provide Purchaser with certain rights related to the Common
Stock issued to Purchaser and certain other matters, as described therein;

     WHEREAS, the Company and Purchaser now desire to amend and supplement the
Agreement in the manner set forth below;

     WHEREAS, Section 8.1 of the Agreement provides that the Agreement may be
amended by a written agreement of the Company and Purchaser;

     NOW, THEREFORE, in consideration of the above and the mutual covenants
described below, the Company and Purchaser hereby agree to amend the Agreement
as follows:

     1.   Section 1.2 "COMPANY REGISTRATION" is hereby deleted and replaced in
its entirety as follows:

          Section 1.2 REGISTRABLE SECURITIES. "Registrable Securities" include
     such portion of the Shares which have not previously been registered or
     otherwise sold to the public.

     2.   Section 1.3 "UNDERWRITING" shall be deleted in its entirety.

     3.   Section 3.3 "RIGHT OF FIRST REFUSAL" is hereby deleted and replaced in
its entirety as follows:

     3.3  RIGHT OF FIRST REFUSAL.

          In the event Purchaser desires to transfer any or all of its
     Restricted Securities (i) in a private transaction or block sale to a buyer
     who is engaged in business in the pharmaceutical or biotechnology
     industries or, to the knowledge of Purchaser, is acting in concert with or
     on behalf of another party who is engaged in business in either of those



     industries, (ii) to a buyer who, to the knowledge of Purchaser after
     reasonable inquiry, has filed publicly any notice or form with the SEC of
     its intent to hold or acquire the Company's securities with the purpose of
     changing or influencing control of the Company, which shall include seeking
     representation on the Company's Board of Directors, or (iii) in a block
     trade to a "qualified institutional buyer," as that term is defined in Rule
     144A promulgated under the Securities Act ("QIB"), who is not a buyer under
     (i) or (ii) and which block trade, when combined with the number of the
     Company's securities sold or otherwise transferred by Purchaser within the
     preceding ninety (90) days, exceeds 2.5% of the Company's then outstanding
     Common Stock, Purchaser must deliver a notice in writing to the Company
     ("Notice") by overnight mail stating (A) its bona fide intention to sell or
     transfer such securities, (B) the total number of such Restricted
     Securities to be sold or transferred (including Restricted Securities
     within the Section 5.1 volume limitations that constitute part of the
     proposed sale or transfer), (C) the price, if any, for which Purchaser
     proposes to sell or transfer such Restricted Securities, and (D) the name
     of the proposed purchaser or transferee (except for a Notice provided in
     connection with (iii) above, in which case no proposed buyer need be
     identified). 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 Restricted Securities to be transferred, shall be
     deemed the price per security set forth in the Notice.

          The Company shall then have an exclusive, irrevocable option (the
     "Company Option"), at any time within ten (10) business days of receipt of
     the Notice, to purchase some or all of the Restricted Securities to which
     the Notice refers at the price per security specified in the Notice (as
     determined above). The Company shall exercise the Company Option by written
     notice signed by an officer of the Company and delivered or mailed to the
     Purchaser (the "Company Settlement Notice"), which notice shall specify the
     time, place and date for settlement of such purchase, such date to be not
     more than three (3) business days after the date of the Company Settlement
     Notice.

          On or before the third business day after the date of the Company
     Settlement Notice, the Purchaser must deliver to the Company all
     certificates or other related documentation for the securities being
     acquired by the Company which are not already in the Company's custody,
     together with proper assignments in blank of the Restricted Securities 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 the Purchaser full cash payment for the Restricted Securities
     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 securities as described in the Notice. In the event that Company
     notifies Purchaser that it is not interested in the purchase of the
     Restricted Securities or fails to give Purchaser timely notice of its
     interest, Purchaser shall be free to sell or transfer the Restricted
     Securities to any third party, subject to the restrictions in this
     Agreement. Notwithstanding the foregoing, in the event that the Company
     notifies

                                       2


     Purchaser that it is not interested in the purchase of Restricted
     Securities subject to a Notice provided in connection with a block trade to
     a QIB under (iii) above or fails to give Purchaser timely notice of its
     interest in such Restricted Securities, Purchaser then shall have sixty
     (60) days to sell the Restricted Securities in a block trade for not less
     than the price specified in the Notice. Any Restricted Securities included
     in the Notice and remaining unsold at the end of such sixty (60) day period
     may not be sold in a block trade to a QIB unless and until such time as
     Purchaser complies again with this section with regard to such further
     sales of such Restricted Securities. The Company may at any time freely
     assign the Company Option to any third party.

     4.   Section 3.4 "MARKET STAND-OFF AGREEMENT" shall be deleted in its
entirety.

     5.   Section 4 "ADDITIONAL PURCHASE RIGHTS" shall be deleted in its
entirety.

     6.   Section 5.1 "TRANSFER RESTRICTION" is hereby deleted and replaced in
its entirety as follows:

          5.1  TRANSFER RESTRICTION.

          (a)  Purchaser hereby agrees that neither it nor any Affiliate shall,
     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 any of the Restricted Securities on the
     open market without the prior written consent of the Company at any time
     when the number of shares of such Restricted Securities to be offered, sold
     or otherwise transferred as described above, combined with the number of
     the Company's securities sold or otherwise transferred by Purchaser within
     the preceding ninety (90) days, exceeds 2.5% of the total number of shares
     of the Common Stock of the Company then outstanding.

          (b)  Purchaser hereby agrees that neither it nor any Affiliate shall,
     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 any of the Restricted Securities in a
     private transaction without the prior written consent of the Company at any
     time when the number of shares of such Restricted Securities to be offered,
     sold or otherwise transferred as described above, combined with the number
     of the Company's securities sold or otherwise transferred by Purchaser
     within the preceding ninety (90) days, exceeds 2.5% of the total number of
     shares of the Common Stock of the Company then outstanding, provided that
     this limitation shall not apply to private transactions in which the buyer
     is a QIB.

          (c)  Purchaser hereby agrees that neither it nor any Affiliate shall,
     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 any of the Restricted Securities in a
     block trade without the prior written consent of the Company at any time
     when the number of shares of such Restricted Securities to be offered, sold
     or otherwise transferred as described above, combined with the number of
     the Company's securities

                                       3


     sold or otherwise transferred by Purchaser within the preceding ninety (90)
     days, exceeds 2.5% of the total number of shares of the Common Stock of the
     Company then outstanding, provided that this limitation shall not apply to
     block trades in which the buyer is a QIB.

          (d)  For purposes of subsections (a), (b) and (c) above, in computing
     the percentage of the Company's outstanding securities that Purchaser may
     transfer, all sales and other transfers by Purchaser during that period
     shall be taken into account, whether made pursuant to subsections (a), (b),
     (c) or otherwise. For the avoidance of doubt, if sales are proposed to
     occur under more than one of the foregoing subsections (or an exception to
     one of such subsections) at the same time, all of such proposed sales must
     be included in the calculation of the percentage of the Company's
     outstanding stock represented by such sales together with all other sales
     in the preceding ninety (90) days.

          (e)  In order to enforce the foregoing covenant, the Company may
     impose legends and/or stop-transfer instructions with respect to the
     Restricted Securities held by Purchaser (and the Restricted Securities of
     every other person subject to the foregoing restriction). Upon the written
     request of Purchaser prior to taking any action that would exceed the
     limits described above, the Company in its sole discretion may consent in
     writing to waive this covenant with respect to proposed transactions
     described in the request, provided that the Company shall continue to have
     a right of first refusal as provided in Section 3.3 hereof, if applicable,
     with regard to any transactions covered by such request. This right of
     first refusal shall apply to all shares of Restricted Securities covered by
     such request, even if some of such shares are within the volume limitations
     described in this section. The Company's consent to waive the restrictions
     of this covenant with regard to a particular transaction shall not
     constitute a waiver of this covenant with regard to any other transaction
     or proposed transaction.

     7.   Subsection (a) of Section 5.2 "STANDSTILL PROVISIONS" shall be deleted
and replaced in its entirety as follows:

          (a)  Commencing as of the Effective Date and through June 30, 2005
     (the "Standstill Period"), Purchaser (including all Affiliates) shall not
     acquire "Beneficial Ownership" (as hereinafter defined) of any additional
     shares of Common Stock of the Company, any securities convertible into or
     exchangeable for Common Stock, or any other right to acquire Common Stock
     except by way of stock dividends or other distributions or offerings made
     available to holders of Common Stock generally, from the Company or any
     other person or entity, if after giving effect to such acquisition of
     additional shares, the total Beneficial Ownership of Purchaser (together
     with all of its Affiliates) shall be fifteen percent (15%) or greater (the
     "Beneficial Ownership Limitation") of the Company's total Common Stock from
     time to time outstanding without the prior written consent of the Company,
     which consent may be withheld in its sole discretion; PROVIDED, HOWEVER,
     that in no event shall the Company's sale or issuance to Purchaser of
     Restricted Securities constitute a violation of this Section 5.2.

                                       4


     8.   Subsection (c) of Section 5.4 "DEFINITIONS" shall be amended by adding
the following proviso at the end: "; provided, however, that "Restricted
Securities" as used in Sections 3.3 and 5.1 herein shall mean all securities of
the Company, of any type or designation."

     9.   Section 6.2 "CONTINUING RIGHTS" shall be deleted in its entirety, and
Purchaser agrees that the Purchaser Representative currently serving on the
Company's Board of Directors shall resign upon execution of this Agreement, such
resignation to take effect immediately.

     10.  Section 7.1 "RIGHTS AGREEMENT" shall be deleted in its entirety.

     11.  Section 8.6 "NOTICES" shall be amended to read as follows in respect
of the Company:

          If to the Company:

               Triangle Pharmaceuticals, Inc.
               4 University Place
               4611 University Drive
               Durham, North Carolina 27707
               Telephone: 919-493-5980
               Facsimile: 919-493-5925
               Attention: Chief Operating Officer
                          General Counsel

          Copy to:

               Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, LLP
               2500 First Union Capitol Center
               Raleigh, North Carolina 27601
               Telephone: 919-821-1220
               Facsimile: 919-821-6800
               Attention: Gerald F. Roach, Esq.

     12.  The first paragraph of Exhibit B shall be amended by adding the
following clause at the end of the last sentence of that paragraph: "or (iii) in
connection with a private placement by Purchaser made in compliance with all
applicable rules and regulations of the SEC currently in effect."

     13.  Except as specifically amended by this Amendment, the terms and
conditions of the Agreement shall remain unimpaired, unaffected, and unchanged
in every particular as set forth in the Agreement.

     13.  This Amendment may be executed in counterparts, each of which shall be
deemed an original, but all such counterparts shall together constitute one and
the same instrument. Any counterpart hereof may be delivered via telecopier,
such counterpart to have the same effect as an original counterpart hereof.

                                       5


     14.  This Agreement shall be governed in all respects by and construed in
accordance with the substantive of the State of Delaware without regard to
conflicts of laws principles.

                                    * * * * *

                                       6


       [SIGNATURE PAGE TO FIRST AMENDMENT TO STOCKHOLDER RIGHTS AGREEMENT]

     IN WITNESS WHEREOF, the Company and Purchaser have caused this Amendment to
be executed as of the date first above written by their duly authorized
representatives.

                                        TRIANGLE PHARMACEUTICALS, INC.

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

                                        ABBOTT LABORATORIES

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


                                       7

EX-99.B

                                                                       Exhibit B

CONTACT:
Chris A. Rallis                              Robert F. Amundsen, Jr.
President and Chief Operating Officer        Chief Financial Officer
Triangle Pharmaceuticals, Inc.               Triangle Pharmaceuticals, Inc.
(919) 493-5980                               (919) 493-5980
www.tripharm.com                             www.tripharm.com
- ----------------                             ----------------

FOR IMMEDIATE RELEASE:
- ----------------------

           TRIANGLE PHARMACEUTICALS, INC. ANNOUNCES REACQUISITION OF
                    PRODUCT RIGHTS FROM ABBOTT LABORATORIES

            MUTUAL DECISION TO BENEFIT R&D EFFORTS OF BOTH COMPANIES

DURHAM, NORTH CAROLINA, JULY 30, 2002 - Triangle Pharmaceuticals, Inc. (Nasdaq:
VIRS) today announced that it has reacquired from Abbott Laboratories full
product rights, including rights to all profits, for four drug candidates in
clinical development, including Coviracil(R) (emtricitabine) for HIV.

"We have moved aggressively to reacquire full rights to our products not only
because of our enthusiasm for the compounds but also because we believe this is
a win-win outcome for Triangle and Abbott," said Chris Rallis, President and
Chief Operating Officer of Triangle. "For Triangle, we believe that the
reacquisition of the rights to Coviracil, amdoxovir and clevudine, all currently
in clinical development, allows us to maximize the potential return on
investment for the portfolio."

"The agreement with Triangle to end our alliance will enable Abbott to focus
exclusively on our core areas of expertise and scientific success in HIV and
hepatitis C research, which will include the delivery of a third-generation,
breakthrough protease inhibitor and the discovery and development of effective
therapies for hepatitis C, a disease with a high co-morbidity with HIV," said
John Leonard, Vice President of Global Pharmaceutical Development of Abbott
Laboratories.

Triangle and Abbott entered into a series of collaborative agreements in 1999
related to the development and commercialization of Triangle's products,
including a profit-sharing arrangement whereby each company would receive
roughly half of the profits from the sales of these products. Significant terms
related to the reacquisition of rights include the following:

- -    Triangle reacquired all worldwide rights, which include the rights to all
     profits from the sale of its drug candidates, including Coviracil for the
     treatment of HIV and hepatitis B, amdoxovir for the treatment of HIV, and
     clevudine for the treatment of hepatitis B.

- -    Triangle will no longer be required to provide Abbott a right of first
     discussion on all future compounds which Triangle develops.



- -    Triangle will have access to two unsecured lines of credit totaling $42.5
     million, subject to certain terms and conditions. Upon approval of
     Coviracil for the treatment of HIV in the United States, Abbott will make
     available to Triangle an unsecured line of credit of $30 million. Upon
     approval of Coviracil for the treatment of HIV in Europe, Abbott will make
     available to Triangle an unsecured line of credit of $12.5 million. The
     available lines of credit may be reduced by certain types of non-dilutive
     financing Triangle may receive from other parties.

- -    Under a new manufacturing and supply agreement, Abbott will manufacture
     initial launch quantities of Coviracil, expected to be sufficient for
     approximately the first year's sales, and will supply additional material
     through July 31, 2005, at Triangle's request. Abbott will also provide
     resources as needed to transfer the manufacturing process for Coviracil to
     a third-party manufacturer.

- -    In exchange for the above rights, Triangle will forego rights to all
     remaining milestone payments and the right to co-promote Abbott's HIV
     product, Kaletra(R), in the United States.

- -    Abbott will also receive a 1% royalty on the first $200 million of
     cumulative sales of Coviracil for the treatment of HIV.

- -    Abbott's representative on Triangle's Board of Directors will resign and
     Abbott's right to purchase additional Triangle shares will terminate.

"Triangle's reacquisition of these product rights allows us to optimally move
our antiviral development programs forward," said Rallis. "Our four drug
candidates in active clinical development - Coviracil for HIV, Coviracil for
hepatitis B, amdoxovir and clevudine - represent the cornerstone of a bright
future for Triangle. All four programs continue to show encouraging clinical
progress."

A conference call to discuss the information contained in this press release
will be held on Wednesday, July 31, 2002 at 11:00 a.m. EDT. Interested parties
in the U.S. may join the call toll free by dialing 1-877-679-9049. International
callers may join the call by dialing 1-952-556-2803. The call will be Webcast on
the Triangle Pharmaceuticals website at www.tripharm.com and archived for replay
on our site for one week after the call.

Triangle Pharmaceuticals, Inc. is a specialty pharmaceutical company engaged in
the development of new antiviral drug candidates, with a particular focus on
therapies for the human immunodeficiency virus (HIV) and the hepatitis B virus.
Triangle's proprietary drug candidates under development for HIV and/or
hepatitis include Coviracil(R) (emtricitabine), amdoxovir (formerly DAPD), and
clevudine (formerly L-FMAU). Triangle is also developing immunotherapies for
hepatitis B in collaboration with Dynavax Technologies Corporation (Dynavax)
utilizing Dynavax' immunostimulatory sequence (ISS) technology. More information
about Triangle's portfolio, management and product development strategy is
available on Triangle's website.



Statements in this press release that are not historical facts are
forward-looking statements and are subject to numerous risks and uncertainties,
including the risk that we may not be able to obtain adequate funding or support
to optimally progress our development programs. Moreover, future events or
changes in our drug development strategies may impact the timing and degree of
actual spending. Additionally, other risks include the fact that clinical trials
for our drug candidates may not proceed as planned and regulatory submissions
for those drug candidates may be delayed, the Company may be unable to
successfully complete pivotal clinical trials or its trials could be halted or
terminated by regulatory authorities, its regulatory submissions may be delayed,
its inability to commercialize amdoxovir and ISS-based therapies due to patent
rights held by third parties, its ability to obtain additional funding
(including the ability to access the Abbott lines of credit), its ability to
obtain patent protection and required regulatory approvals for its drug
candidates, the development of competitive products by others, the cost of
coactive therapy and the extent to which coactive therapy achieves market
acceptance, the Company's success in identifying new drug candidates, acquiring
rights to the candidates on favorable terms and developing any candidates to
which the Company acquires any rights, and that the Company's collaborations
with third parties may not prove successful. These and other risks are discussed
in detail from time to time in the Company's filings with the Securities and
Exchange Commission. As a result of these and other risks and uncertainties,
actual results may differ materially from those predicted in this press release.
The Company disclaims any obligations to update any forward-looking statements
in this press release.

EX-99.C

                                                                       Exhibit C

                             STOCK VOTING AGREEMENT

     STOCK VOTING AGREEMENT, dated as of August 2, 2002 (this "AGREEMENT"), by
and between the stockholder whose name and address is set forth on the signature
page hereto ("STOCKHOLDER") and Triangle Pharmaceuticals, Inc., a Delaware
corporation (the "COMPANY").

     WHEREAS, Stockholder owns, as of the date hereof, the number of shares of
the Company's Common Stock, $.001 par value per share (the "COMMON STOCK"), set
forth opposite its name on the signature page hereto (such shares of Common
Stock, together with any shares of Common Stock acquired after the date hereof
and prior to the termination hereof, hereinafter collectively referred to as the
"SHARES");

     WHEREAS, the Board of Directors of the Corporation has, today, amended the
Corporation's 1996 Stock Incentive Plan (the "Plan") to (i) provide for a
one-time increase of 3,000,000 shares of Common Stock available for issuance
under the Plan, and (ii) increase the number of options which may be granted to
any one person in the aggregate per calendar year to 1,500,000, all as set forth
in the amendment attached hereto as Exhibit A (the "PLAN AMENDMENT");

     WHEREAS, the Board of Directors of the Corporation has resolved and
directed that the Plan Amendment shall be subject to approval by the
stockholders of this Corporation at a special meeting to be convened for such
purpose as soon as practicable after the date hereof (the "SPECIAL MEETING");

     WHEREAS, the Stockholder, believing the Plan Amendment to be in the best
interests of the Corporation, wishes to approve the Plan Amendment and to
facilitate its approval by the requisite vote of the holders of Common Stock at
the Special Meeting by entering into this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, and intending to be
legally bound hereby, the parties agree as follows:

     1.   AGREEMENT TO VOTE.

          1.1  AGREEMENT TO VOTE. Stockholder hereby revokes any and all
previous proxies with respect to the Shares held of record or beneficially by
Stockholder and irrevocably agrees to vote and otherwise act, with respect to
all of the Shares, for (i) the approval of the Plan Amendment and (ii) any other
actions related to (i), and against any proposal or transaction which could
prevent or delay the approval of the Plan Amendment, at the Special Meeting or
any meeting or meetings of the stockholders of the Company, and any adjournment,
postponement or continuation thereof, at which the Plan Amendment or such other
related actions are submitted for the consideration and vote of the stockholders
of the Company. The foregoing shall remain in effect with respect to the Shares
until the termination of this Agreement. Stockholder shall execute such
additional documents as the Company may reasonably request to effectuate the
foregoing.



          1.2  PROXY. Stockholder hereby grants to, and appoints Robert
Amundsen, Jr. and R. Andrew Finkle, each of them individually, Stockholder's
irrevocable (until the termination of this Agreement) proxy and attorney-in-fact
(with full power of substitution) to vote the Shares as indicated in Section 1.1
above. Stockholder intends this proxy to be irrevocable (until the termination
of this Agreement) and coupled with an interest and will take such further
action and execute such other instruments as may be necessary to effectuate the
intent of this proxy.

     2.   REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Stockholder hereby
represents and warrants as follows:

          2.1  OWNERSHIP OF SHARES. Stockholder is the beneficial owner, and has
sole power to vote and dispose of the Shares. On the date hereof, the Shares
constitute all of the outstanding shares of Common Stock owned of record or
beneficially by Stockholder.

          2.2  AUTHORITY; BINDING AGREEMENT. Stockholder has the full legal
right, power and authority to enter into and perform all of Stockholder's
obligations under this Agreement. The execution and delivery of this Agreement
by Stockholder will not violate any other agreement to which Stockholder is a
party, including, without limitation, any voting agreement, stockholders'
agreement or voting trust. This Agreement has been duly executed and delivered
by Stockholder and constitutes a legal, valid and binding agreement of
Stockholder, enforceable in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and
similar laws now or hereafter in effect affecting creditors' rights and remedies
generally or general principles of equity. Neither the execution and delivery of
this Agreement nor the consummation by Stockholder of the transactions
contemplated hereby will (i) violate, or require any consent, approval or notice
under any provision of any judgment, order, decree, statute, law, rule or
regulation applicable to Stockholder or the Shares or (ii) constitute a
violation of, conflict with or constitute a default under, any contract,
commitment, agreement, understanding, arrangement or other restriction of any
kind to which Stockholder is a party or by which Stockholder is bound.

     3.   COVENANTS OF STOCKHOLDER.

          3.1  Except as permitted by the terms of this Agreement or in a manner
which would cause the Shares to be voted in accordance with Section 1 hereof,
Stockholder hereby covenants and agrees that prior to the termination of this
Agreement, Stockholder shall not, directly or indirectly grant any proxies or
powers of attorney with respect to any Shares, deposit any Shares into a voting
trust or enter into a voting agreement with respect to any Shares, or take and
action that would make any representation or warranty of Stockholder contained
herein untrue or incorrect or would result in breach by Stockholder of its
obligations under this Agreement.

          3.2  AGREEMENT TO RETAIN SHARES PENDING RECORD DATE. The Company has
established the close of business on Monday, August 5, 2002 as the record date
for the Special Meeting (the "RECORD DATE"). Between the date here of and the
close of business on the day after the Record Date, Stockholder shall not sell,
assign, or transfer, or authorize any brokerage firm or nominee holder of the
Shares to sell, assign, or transfer the Shares.



     4.   NOTIFICATIONS. The Stockholder shall, while this Agreement is in
effect, notify the Company promptly, but in no event later than two days, of any
shares of Common Stock acquired by Stockholder after the date hereof or disposed
of by Stockholder after the Record Date.

     5.   TERMINATION. This Agreement shall terminate on the earlier of (i) the
day after the date of the Special Meeting and any adjournment, postponement or
continuation thereof, at which the Plan Amendment or such other related actions
are submitted for the consideration and vote of the stockholders of the Company
or (ii) if no such meeting shall have taken place before such date, on December
31, 2002.

     6.   ACTION IN STOCKHOLDER CAPACITY ONLY. If the Stockholder is an officer
or director of the Company, or if a representative of the Stockholder is an
officer or director of the Company, the Stockholder does not make any agreement
or understanding herein as an officer or director of the Company; rather,
Stockholder signs solely in Stockholder's capacity as a record holder and
beneficial owner of the Shares, and nothing herein shall limit or affect any
actions taken in Stockholder's capacity as an officer or director of the
Company, including without limitation the exercise of such Stockholder's or
representative's duties as an officer or director.

     7.   MISCELLANEOUS.

     7.1  NOTICES. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be delivered
personally or by next-day courier or telecopied (with confirmation of receipt)
to the parties at the addresses specified below (or at such other address for a
party as shall be specified by like notice; provided that notices of a change of
address shall be effective only upon receipt thereof). Any such notice shall be
effective upon receipt, if personally delivered or telecopied or one day after
delivery to a courier for next-day delivery.

          IF TO THE COMPANY:

               Triangle Pharmaceuticals, Inc.
               4 University Place
               4611 University Drive
               Durham, North Carolina 27707
               Attn: R. Andrew Finkle, Esq.
               Fax Number: 919-402-1192

          WITH A COPY TO:

          Smith, Anderson, Blount, Dorsett,
            Mitchell & Jernigan, L.L.P.
          2500 First Union Capitol Center
          Raleigh, North Carolina 27601
          Attention: Gerald F. Roach, Esq.
          Fax Number: 919-821-6800



          IF TO STOCKHOLDER:

          To the address set forth on the signature page hereto.

     7.2  DEFINITIONS. For purposes of this Agreement:

          (a)  "beneficially own" with respect to any securities shall mean
having "beneficial ownership" of such securities (as determined pursuant to Rule
13d-3 of the Exchange Act), including pursuant to any agreement, arrangement or
understanding whether or not in writing. Without duplicative counting of the
same securities by the same holder, securities beneficially owned by a Person
shall include securities beneficially owned by all other Persons with such
Person would constitute a "group" as described in Section 13(d)(3) of the
Exchange Act.

          (b)  "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

          (c)  "Person" shall mean an individual, corporation, partnership,
joint venture, association, trust, unincorporated organization or other entity.

     7.3  ENTIRE AGREEMENT. This Agreement, together with the documents
expressly referred to herein, constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, among the
parties or any of them, with respect to the subject matter contained herein.

     7.4  AMENDMENTS. This Agreement may not be modified, amended, altered or
supplemented except upon the execution and delivery of a written agreement
executed by the parties hereto.

     7.5  ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any party hereto without the prior
written consent of the other party. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective personal
representatives, successors and permitted assigns; provided, however, that this
Agreement shall not be binding upon any party to whom the Stockholder transfers
or disposes any Shares in a bona fide transaction.

     7.6  GOVERNING LAW. This Agreement, and all matters relating hereto, shall
be governed by, and construed in accordance with the laws of the State of
Delaware, without giving effect to the principles of conflicts of laws thereof.

     7.7  INJUNCTIVE RELIEF; JURISDICTION. Stockholder agrees that irreparable
damage would occur and that the Company would not have any adequate remedy at
law in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the Company shall be entitled to an injunction or
injunctions to prevent breaches by Stockholder of this Agreement and to enforce
specifically the terms and provisions of this Agreement in any court of the
United States located in the State of North Carolina or in any North Carolina
state court (collectively, the "COURTS"),



this being in addition to any other remedy to which the Company may be entitled
at law or in equity. In addition, each of the parties hereto (i) irrevocably
consents to the submission of such party to the personal jurisdiction of the
Courts in the event that any dispute arises out of this Agreement or any of the
transactions contemplated hereby, (ii) agrees that such party will not attempt
to deny or defeat such personal jurisdiction by motion or other request for
leave from any of the Courts and (iii) agrees that such party will not bring any
action relating to this Agreement or any of the transactions contemplated hereby
in any court other than the Courts.

     7.8  COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same document.

     7.9  SEVERABILITY. Any term or provision of this Agreement which is invalid
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement or affecting the validity or enforceability of any of the terms or
provisions of this Agreement in any other jurisdiction. If any provision of this
Agreement is so broad as to be unenforceable, such provision shall be
interpreted to be only so broad as is enforceable.

                        [Signatures appear on next page]

                                   * * * * * *



                   [SIGNATURE PAGE TO STOCK VOTING AGREEMENT]

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date and year first above written.

                                        TRIANGLE PHARMACEUTICALS, INC.

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

STOCKHOLDER:                      *
            ----------------------

                                        Number of Shares of Common Stock held by
                                        Stockholder:

By:
   -------------------------------      ------------------------
Name:
Title:
Address:
Attention:
Fax Number:


- ----------
* Instructions: Each entity or person that is an affiliate of the Stockholder
which holds stock in the Company must execute a separate signature page.



                                                                       EXHIBIT A

                                    AMENDMENT
                                     TO THE
                         TRIANGLE PHARMACEUTICALS, INC.
                            1996 STOCK INCENTIVE PLAN

                                 AUGUST 2, 2002

     Pursuant to resolutions of the Board of Directors of Triangle
Pharmaceuticals, Inc. (the "Corporation") dated August 2, 2002, the
Corporation's 1996 Stock Incentive Plan (the "Plan") is hereby amended as
follows:

     Article One is hereby amended by adding a sentence at the end of Section
V.A., to read as follows:

               "In addition, the maximum number of shares of Common Stock
          reserved for issuance under the Plan is increased by 3,000,000 shares
          as of August 2, 2002, subject to stockholder approval at a special
          meeting of stockholders to be convened for such purpose."

     Article One, Section V(B) is hereby amended and restated in its entirety,
to read as follows:

               "No one person participating in the Plan may receive options,
          separately exercisable stock appreciation rights and direct stock
          issuances for more than 1,500,000 shares of Common Stock in the
          aggregate per calendar year, beginning with the 2002 calendar year.

     Except as provided in this Amendment, the terms and conditions of the Plan
shall remain unchanged.

                                        TRIANGLE PHARMACEUTICALS, INC.

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