0001193125-06-044016 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • March 2nd, 2006 • Viropharma Inc • Pharmaceutical preparations • Pennsylvania

THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), is made on this day of , , by and between VIROPHARMA INCORPORATED (the “Company”) and (the “Employee”).

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MASTER AGREEMENT BETWEEN VIROPHARMA INCORPORATED AND OSG NORWICH PHARMACEUTICALS, INC.
Master Agreement • March 2nd, 2006 • Viropharma Inc • Pharmaceutical preparations • Pennsylvania

THIS MASTER AGREEMENT (“Agreement”) is effective as of December 1, 2005 (“Effective Date”) by and between OSG NORWICH PHARMACEUTICALS, INC., incorporated under the laws of Country, with its principal place of business 6826 State Highway 12, Norwich, NY 13815 (“OSG”), and ViroPharma Incorporated, incorporated under the laws of Delaware, with its principle place of business at 397 Eagleview Boulevard, Exton, Pennsylvania (“ViroPharma”).

PROJECT AGREEMENT No. 1 BETWEEN VIROPHARMA INCORPORATED AND OSG NORWICH PHARMACEUTICALS, INC. (Vancocin)
Project Agreement • March 2nd, 2006 • Viropharma Inc • Pharmaceutical preparations

VIROPHARMA INCORPORATED (“ViroPharma”) and OSG NORWICH PHARMACEUTICALS, INC. (“OSG Norwich”) are entering into this Project Agreement No. 1 (“Project Agreement”) effective as of the 30th day of November 2005 (the “Project Agreement Effective Date”).

AMENDMENT NO. 1 TO MANUFACTURING AGREEMENT (VANCOCIN)
Manufacturing Agreement • March 2nd, 2006 • Viropharma Inc • Pharmaceutical preparations

This AMENDMENT NO. 1 dated as of November 2, 2005 (this “Amendment”) amends that certain Manufacturing Agreement dated as of November 9, 2004 (the “Manufacturing Agreement”) by and between ViroPharma Incorporated, a corporation organized and existing under the laws of the State of Delaware (“ViroPharma”), and Eli Lilly and Company, a corporation organized and existing under the laws of the State of Indiana (“Lilly”).

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