PARENT VOTING AGREEMENTParent Voting Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS PARENT VOTING AGREEMENT ( this “Agreement”) is entered into as of April 9, 2007, by and between FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and certain Stockholders of INHIBITEX, INC., a Delaware corporation (“Parent”), whose signatures appear on the signature pages to this Agreement (each a “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
COMPANY VOTING AGREEMENTCompany Voting Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
COMPANY VOTING AGREEMENT (this “Agreement”) dated as of April 9, 2007, by and between INHIBITEX, INC., a Delaware corporation (“Parent”), and the Stockholders of FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the “Company”), whose signatures appear on the signature pages to this Agreement (each a “Stockholder”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).
SECURITY AGREEMENTSecurity Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of April 9, 2007, by FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (“FPI”) and FERMAVIR RESEARCH, INC., a Delaware corporation (“FRI”, each of FPI and FRI is referred to herein individually as a “Grantor” and collectively as the “Grantors”), and INHIBITEX, INC., a Delaware corporation (the “Purchaser” or the “Collateral Agent”), as Collateral Agent on behalf of the Holders (as defined herein).
NOTE PURCHASE AGREEMENT by and between FermaVir Pharmaceuticals, Inc., and Inhibitex, Inc. Dated as of April 9, 2007Note Purchase Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
NOTE PURCHASE AGREEMENT dated as of April 9, 2007, by and between FermaVir Pharmaceuticals., Inc., a Florida corporation (the “Company”), and Inhibitex, Inc., a Delaware corporation (the “Purchaser”).
AMENDMENT TO OPTION AGREEMENTOption Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
Amendment (the “Amendment”) to Option Agreement No. (the “Option Agreement”), dated as of April 9, 2007, by and between (the “Optionee”) and FermaVir Pharmaceuticals, Inc. (the “Company”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Option Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among INHIBITEX, INC. FROST ACQUISITION CORP. and FERMAVIR PHARMACEUTICALS, INC. Dated as of April 9, 2007Agreement and Plan of Merger and Reorganization • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • Florida
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION, dated as of April 9, 2007 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among INHIBITEX, INC., a Delaware corporation (“Parent”), FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the “Company”), and FROST ACQUISITION CORP., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”):
WARRANT STANDSTILL AGREEMENTWarrant Standstill Agreement • April 13th, 2007 • Fermavir Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
This AGREEMENT (the “Agreement”) is made as of the 3rd day of April, 2007, by (the “Holder”), in connection with such Holder’s ownership of Warrant Nos. (collectively, the “Warrants”) to purchase shares of common stock, par value $0.0001 (the “Common Stock”), of FermaVir Pharmaceuticals, Inc., a Florida corporation (the “Company”).
