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                                                                   Exhibit 10.24

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933.

                 NON-EXCLUSIVE CABILLY PATENT LICENSE AGREEMENT
                         [Cabilly Coexpression Patents]

         This Non-Exclusive Cabilly Patent License Agreement ("Agreement") is
effective as of June 30, 2003 ("Effective Date") by and between Genentech, Inc.,
a Delaware corporation having its principal place of business at 1 DNA Way,
South San Francisco, CA 94080 (hereinafter "Genentech") and Inhibitex, Inc., a
Delaware corporation having its principal place of business at 1165 Sanctuary
Drive, Suite 400, Alpharetta, GA 30004 (hereinafter "Licensee").

WHEREAS:

A.       Genentech owns and controls certain patent rights relating to methods
         and compositions in the field of antibodies (the "Licensed Patents", as
         that term is defined below);

B.       Licensee is developing, and intends to commercialize, antibody products
         that bind to S. aureus Clumping Factor A ("CLFA") and wishes to acquire
         a non-exclusive license for such products under the Licensed Patents;
         and

C.       Genentech is willing to grant such a non-exclusive license to Licensee
         on the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the promises and the mutual covenants
recited herein, the Parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Unless otherwise specifically set forth herein, the following terms
shall have the following meanings:

         1.01.    "Affiliate" with respect to Licensee shall mean any
corporation or other entity which, directly or indirectly, controls, is
controlled by or is under common control with, a Party. For the purpose of this
Section 1.01 "control" shall mean (i) the ownership, directly or indirectly, of
at least fifty percent (50%) of the outstanding voting securities or other
ownership interest of an entity, or (ii) the possession, directly or indirectly,
of the power to manage, direct or cause the direction of the management and
policies of the corporation or other entity or the power to elect or appoint
fifty percent (50%) or more of the members of the governing body of the
corporation or other entity.

         1.02.    "Bulk Product" shall mean Licensed Product supplied in a form
other than Finished Product, which can be converted into Finished Product.

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         1.03.    "Calendar Quarter" shall mean each three month period
commencing January 1, April 1, July 1 and October 1 of each year during the term
of this Agreement.

         1.04.    "Chimera Patents" shall mean (i) U.S. Patent No. 4,816,567,
issued March 28, 1989 from U.S. patent application serial no. (USSN) 06/483,457,
and (ii) any claims directed to chimeric antibodies or any method of making or
using chimeric antibodies, which claims are found in any patent(s) issuing from
divisionals, continuations, or continuations-in-part of any application from
which U.S. Patent No. 4,816,567 claims priority, (iii) any claims directed to
chimeric antibodies or any method of making or using chimeric antibodies, which
claims are found in any patents that are reissues, reexaminations, or extensions
of any of the foregoing (i) and (ii), and (iv) foreign counterparts of any of
the foregoing (i), (ii), or (iii), but excluding from the foregoing (i), (ii),
(iii) and/or (iv), the Licensed Patents.

         1.05.    "Cost of Product" shall mean the cost of acquisition, if
purchased, or the cost of manufacture, the latter being the sum of direct
production costs and manufacturing overhead costs determined in accordance with
U.S. Generally Accepted Accounting Principles ("GAAP").

         1.06.    "Designee" shall mean a corporation or other entity designated
by and under written contract to Licensee to exercise the rights of Licensee
hereunder in concert with, or in place of and to the exclusion of, Licensee in
all or part of the Territory.

         1.07.    "Field of Use" shall mean the diagnosis, prevention or therapy
of human disease.

         1.08.    "Finished Product" shall mean any and all Licensed Product in
a form for use by an end user and not intended for further chemical or genetic
manipulation or transformation.

         1.09     "First Commercial Sale" shall mean the first sale of any
Licensed Product by Licensee or any of its Affiliates or Designees to a
non-affiliated third party. The sale shall be deemed to occur on the earlier of
(i) the date the Licensed Product is shipped to the third party, or (ii) the
date of the invoice to the third party for the Licensed Product.

         1.10.    "Licensed Patents" shall mean (i) U.S. Patent No. 6,331,415,
issued December 18, 2001, (ii) any patent(s) issuing from divisionals,
continuations, or continuations-in-part of any patent application from which
U.S. Patent No. 6,331,415 claims priority, and (iii) patents that are reissues,
reexaminations, extensions, or foreign counterparts of any of the foregoing (i)
or (ii), provided, however, that Licensed Patents shall not include Chimera
Patents.

         1.11.    "Licensed Product" shall mean any antibody that binds
specifically to CLFA, the making (or having made), using, selling, offering for
sale or importing of which, but for the license granted under this Agreement,
would infringe a Valid Claim of a patent included in Licensed Patents.

         1.12.    "Net Sales" shall mean the gross invoice or contract price to
third party customers for Finished Product. Finished Product used or consumed by
Licensee or its Affiliates or Designees as part of the delivery of services to
customers for which Licensee derives compensation shall be considered Net Sales
at the gross invoice or contract price of like Finished

                                       2
<PAGE>

Product which are sold to customers. If Licensed Product is sold in combination
with one or more active ingredients, Net Sales shall be calculated by
multiplying Net Sales of the combination product by the fraction A/(A+B) where A
is the sales price of the Finished Product in the combination when sold
separately and B is the total sales price of all other active ingredients in the
combination when sold separately. If the Finished Product and the other active
ingredients are not sold separately, the percentage of the total cost of the
combination product attributed to Cost of Product shall be multiplied times the
sales price of the combination product to arrive at Net Sales. For all Licensed
Product used or consumed by others than Licensee, Licensee shall be entitled to
deduct 5% from Net Sales in lieu of all other deductions such as taxes, shipping
charges, allowances and the like prior to calculating royalties due.

         Net Sales for Bulk Products shall be calculated by doubling the gross
invoice or contract price of Bulk Products sold to non-affiliated customers.

         The method of calculating Net Sales of materials in a form other than
Finished Product or Bulk Product that can be converted into Finished Product
shall be established by the Parties prior to the first sale or transfer of any
such material by Licensee, its Affiliates or Designees to a non-affiliated third
party.

         1.13.    "Party" shall mean either Genentech or Licensee, and when used
in the plural shall mean both Genentech and Licensee.

         1.14.    "Term" is defined in Section 7.01.

         1.15.    "Territory" shall mean the entire world.

         1.16.    "U.S." and "United States" shall mean the United States of
America, including its territories and possessions.

         1.17.    "Valid Claim" shall mean any claim of an issued and unexpired
patent within the Licensed Patents that has not been disclaimed, abandoned or
dedicated to the public or held unenforceable, unpatentable or invalid by a
decision of a court or governmental agency of competent jurisdiction, which
decision is unappealable or unappealed within the time allowed for appeal.

                                   ARTICLE II

                                      GRANT

         2.01.    License. Genentech hereby grants to Licensee and Licensee
hereby accepts a non-exclusive license under Licensed Patents during the Term to
make (and have made), use, sell, offer for sale, and import Licensed Product in
the Territory in the Field of Use. Licensee shall have a limited right to grant
sublicenses as provided in Section 2.02.

         2.02.    Right to Grant Sublicenses. Licensee shall only have the right
to grant sublicenses to its Affiliates and Designees of the rights granted
hereunder to Licensee to make (and have

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made), use, sell, offer for sale, and import Licensed Product, in all or part of
the Territory; provided that Licensee shall always be responsible for the
payment of royalties on Net Sales of Licensed Product by any such sublicensee
and for all other acts of such sublicensee as if such acts were those of the
Licensee. A sublicense granted under this Section 2.02 shall not be further
sublicensable or sublicensed by the licensee thereof. Licensee shall notify
Genentech in writing promptly after the grant of a sublicense hereunder
including in such notice the name and address of the sublicensee.

         2.03.    No Other License. Licensee understands and agrees that no
license under any patent or patent application other than Licensed Patents, or
under any know-how, is or shall be deemed to have been granted under this
Agreement, either expressly or by implication. By way of example only, and
without limitation, no license under Chimera Patents is granted hereunder.

                                   ARTICLE III

                         FEES, MILESTONES AND ROYALTIES

         3.01.    License Grant Fee. Licensee shall pay to Genentech a
non-creditable, non-refundable license grant fee of [ *** ] in three (3)
separate payments, a first payment of [ *** ] within ten (10) business days
after the Effective Date, a second payment of [ *** ] on November 1, 2003, and a
third payment of [ *** ] on the first anniversary of the Effective Date.

         3.02.    Development Milestone Fee. Within ten (10) business days after
receipt by Licensee, its Affiliates or Designee of the first marketing approval
for a Licensed Product from the United States Food and Drug Administration or
any successor agency or authority thereto ("FDA"), Licensee shall pay to
Genentech a non-creditable, non-refundable development milestone fee of [ *** ].

         3.03.    Earned Royalties. Licensee shall pay to Genentech a royalty
(a) of [ *** ] of the portion of aggregate annual Net Sales of all Licensed
Product that is less than or equal to [ *** ], and (b) of [ *** ] of the portion
of aggregate annual Net Sales of all Licensed Product that is greater than
[ ***].

         3.04.    Sales To or Between Licensee, Affiliates, and Designees. It is
the intent of the Parties that Net Sales shall be based on arm's length sales
transactions to non-affiliated third parties. No royalties shall be paid upon
sales of Licensed Product to or between any of Licensee, its Affiliates and
Designees for further sale; provided, however, that in such cases royalties
shall be paid upon such further sale of Licensed Product by Licensee, its
Affiliates or Designees to non-affiliated third parties. Once a royalty has been
paid to Genentech by Licensee, its Affiliates or Designees pursuant to Section
3.03 for Licensed Product, no further royalty shall be payable thereon.

         3.05.    No Non-Monetary Consideration. Without the prior written
consent of Genentech, Licensee, its Affiliates and Designees shall not solicit
or accept any consideration for the sale of any Licensed Product other than as
will be accurately reflected in Net Sales.

                                       4
<PAGE>

         3.06.    Credit Against Royalties. In the event that, for a Calendar
Quarter, the total sum of royalties payable by Licensee (royalties paid to third
parties and to Genentech) with respect of the sale of Licensed Product shall
exceed [ *** ] of Net Sales and aggregate annual Net Sales exceed [ *** ], then
Licensee shall be entitled to reduce the earned royalty percentage paid to
Genentech pursuant to Section 3.03 by [ *** ] of the percentage of such
royalties that exceeds [ *** ] of Net Sales, but in no event shall such earned
royalty paid to Genentech be less than [ *** ] of aggregate annual Net Sales. By
way of example only, and without limitation, if the total sum of royalties
payable by Licensee (to third parties and to Genentech) is [ *** ] of such Net
Sales of all Licensed Product for a Calendar Quarter, then Licensee is entitled
to reduce the royalty paid to Genentech from [ *** ] to [ *** ] of such Net
Sales for such Calendar Quarter.

                                   ARTICLE IV

                          RECORDS, REPORTS AND PAYMENTS

         4.01.    Records Retention. Licensee shall keep and shall cause its
Affiliates and Designees to keep true, complete and accurate records of all
sales of all Licensed Product in accordance with GAAP, or the equivalent, and in
sufficient detail to permit Genentech to confirm the accuracy of Licensee's
royalty calculations. At Genentech's request and expense, Licensee shall permit
not more than once in a twelve (12) month period an independent certified public
accountant appointed by Genentech and acceptable to Licensee to examine at
Licensee's principal place of business, upon reasonable notice and at reasonable
times, such records solely to the extent necessary to verify Licensee's
calculations. Licensee shall be responsible for providing access to such records
that in the ordinary course of business are in the possession or control of its
Affiliates and Designees. Such examination shall be limited to a period of time
no more than three (3) years immediately preceding the request for examination.
The report of any such examination shall be made simultaneously to Genentech and
Licensee and shall simply report the amount, if any, by which Licensee has
overpaid or underpaid its royalties. If Licensee's royalties are found to be in
error such that royalties to Genentech were underpaid, then Licensee shall
promptly pay the deficiency plus interest pursuant to Section 4.05 to Genentech;
and if royalties to Genentech were underpaid by more than five percent (5.0%),
then Licensee shall additionally reimburse Genentech for its reasonable costs
incurred in examining such records.

         4.02.    Reports. Within sixty (60) days after the end of each Calendar
Quarter following the First Commercial Sale of Licensed Product, Licensee shall
furnish to Genentech a written report of all sales of all Licensed Product
subject to royalty under Article III during such Calendar Quarter. Such report
shall include, without limitation, (i) the determination of Net Sales as
specified in Section 1.12, setting forth the amount of gross receipts, Net
Sales, and any deduction taken from gross receipts to arrive at Net Sales, for
each of Finished Product and Bulk

                                       5
<PAGE>

Product separately; and (ii) the royalty payment then due. Concurrently with
each report pursuant to this Section 4.02, Licensee shall make the royalty
payment then due.

         4.03.    Payments. Payments shall be in United States dollars and,
unless otherwise agreed in writing, shall be made by wire transfer of
immediately available funds to such account of Genentech in such bank as
Genentech may from time to time designate in writing. All royalty payments shall
be free and clear of any taxes, duties, levies, fees or charges, except for
withholding taxes. Licensee shall pay any withholding tax due on behalf
Genentech and such withholding taxes shall be deducted from all payments due
hereunder. The Parties shall cooperate to take advantage of the benefit of any
double taxation treaty(ies) that may be applicable.

         4.04.    Currency Conversion. Royalties due on Net Sales of Licensed
Product made in currency other than U.S. dollars shall be expressed in the
currency of the invoice issued in connection with the sale of such Licensed
Product together with the U.S. dollar equivalent of the royalty due, calculated
using the average rate of exchange published in Reuters during the applicable
Calendar Quarter.

         4.05.    Interest. All royalty payments not made when due shall bear
interest, calculated from the date such payment was due, at the annual rate of
two percent (2.0%) over the prime rate of interest as reported in the Wall
Street Journal on the day the payment was due.

                                    ARTICLE V

                  REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

         5.01.    Genentech represents and warrants that it has the right to
grant the license granted under this Agreement.

         5.02.    Nothing in this Agreement is or shall be construed as:

                  (i)      A warranty or representation by Genentech as to the
                  validity or scope of any claim or patent or patent application
                  within the Licensed Patents;

                  (ii)     A warranty or representation by Genentech that
                  anything made, used, sold, or otherwise disposed of under any
                  license granted in this Agreement is or will be free from
                  infringement of any patent rights or other intellectual
                  property right of any third party;

                  (iii)    A grant by Genentech, whether by implication,
                  estoppel, or otherwise, of any licenses or rights other than
                  that expressly granted under Section 2.01; or

                  (iv)     An obligation to bring or prosecute actions or suits
                  against any third party for infringement of any of the
                  Licensed Patents.

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<PAGE>

         5.03.    NO WARRANTY IS GIVEN WITH RESPECT TO THE LICENSED PATENTS,
EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR
OTHERWISE, AND THE PARTIES SPECIFICALLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF THE LICENSED
PATENTS, OR NON-INFRINGEMENT OF THE PATENT OR OTHER RIGHTS OF ANY THIRD PARTY.

                                   ARTICLE VI

                                    LIABILITY

         6.01.    Indemnification. Licensee shall indemnify, defend and hold
Genentech and its directors, officers, employees and agents harmless from and
against any and all liabilities, claims, demands, expenses (including, without
limitation, attorneys and professional fees and other costs of litigation),
losses or causes of action (each, a "Liability") arising out of or relating in
any way to (i) the possession, manufacture, use, sale or other disposition of
Licensed Product hereunder, whether based on breach of warranty, negligence,
product liability or otherwise, (ii) the exercise of any right granted to
Licensee pursuant to this Agreement, or (iii) any breach of this Agreement by
Licensee, except to the extent, in each case, that such Liability is caused by
the gross negligence or willful misconduct of Genentech as determined by a court
of competent jurisdiction; provided, however, that upon receiving notice of any
such Liability, Genentech shall promptly notify Licensee and permit Licensee to
handle and control the defense (including litigation and settlement) of such
Liability, at Licensee's sole expense, and Genentech shall reasonably cooperate
with the indemnifying Party in the defense of such Liability, at Licensee's sole
expense.

                                   ARTICLE VII

                              TERM AND TERMINATION

         7.01.    Term. The term of this Agreement will commence on the
Effective Date and remain in full force and effect until the expiration of the
last patent within the Licensed Patents (the "Term"), unless earlier terminated
in accordance with this Article VII.

         7.02     Termination without Breach. Licensee shall have the right to
terminate this Agreement upon ninety (90) days prior written notice to
Genentech.

         7.03.    Termination for Breach. Genentech shall have the right to
terminate this Agreement and the licenses granted hereunder upon written notice
to Licensee for a material breach of this Agreement if Licensee has failed to
cure such breach within thirty (30) days following notice thereof. Licensee's
failure to pay royalties and provide reports to Genentech under this Agreement
when due shall constitute a material breach.

         7.04.    Insolvency. Genentech may terminate this Agreement if, at any
time, Licensee shall file in any court pursuant to any statute of any individual
state or country, a petition in bankruptcy, insolvency or for reorganization or
for an agreement among creditors or for the

                                       7
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appointment of a receiver or trustee of Licensee or of its assets, or if
Licensee proposes a written agreement of composition or extension of its debts,
or if Licensee shall be served with an involuntary petition against it filed in
any insolvency proceeding, and such petition shall not be dismissed within sixty
(60) days after the filing thereof, or if Licensee shall propose or be a party
to any dissolution or liquidation, or if Licensee shall make an assignment for
the benefit of creditors. Any termination pursuant to this Section 7.04 shall be
effective immediately upon notice of such termination.

         7.05.    Effect of Termination. Termination of this Agreement in whole
or in part for any reason shall not relieve Licensee of its obligations to pay
all fees and royalties that shall have accrued hereunder prior to the effective
date of termination. Termination of this Agreement by or as to Licensee shall
result in the termination of the licenses granted to Licensee and to all
sublicensees of Licensee pursuant to this Agreement. The provisions of Article
IV, Article V, Article VI, Article VIII and this Section 7.05 shall survive
termination of the Agreement for any reason.

                                  ARTICLE VIII

                            MISCELLANEOUS PROVISIONS

         8.01.    Relationship of the Parties. Nothing in this Agreement is
intended or shall be deemed to constitute or give rise to a partnership, agency,
distributorship, employer-employee, joint venture, or fiduciary relationship
between the Parties. No Party shall incur any debts or make any commitments for
the other.

         8.02.    Patent Prosecution, Maintenance and Enforcement. Genentech
shall be solely responsible, at its sole discretion and expense, for the
prosecution, defense, and maintenance of Licensed Patents, and for enforcing
Licensed Patents against actual or suspected third party infringers.

         8.03.    Assignment. Neither Party shall assign any of its rights or
obligations hereunder except: (i) as incident to the merger, consolidation,
reorganization or acquisition of stock or assets affecting substantially all of
the assets or voting control of the assigning Party; (ii) to any corporation or
other entity to which it may transfer substantially all of its assets related to
the Licensed Product; (iii) to any wholly owned subsidiary if the assigning
Party remains liable and responsible for the performance and observance of all
of the subsidiary's duties and obligations hereunder; or (iv) with the prior
written consent of the other Party (which consent shall not be unreasonably
withheld); provided however, that assignment in the context of insolvency or
bankruptcy of Licensee shall require prior written consent of Genentech. This
Agreement shall be binding upon the successors and permitted assigns of the
Parties, and the name of a Party appearing herein shall be deemed to include the
names of such Party's successor's and permitted assigns to the extent necessary
to carry out the intent of this Agreement. Any assignment not in accordance with
this Section 8.03 shall be void.

         8.04.    Further Acts and Instruments. Upon request by either Party,
the other Party agrees to execute, acknowledge and deliver such further
instruments, and to do all such other acts, as

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may be reasonably necessary or appropriate in order to carry out the purposes
and intent of this Agreement.

         8.05.    Trade Names and Trademarks. Except as otherwise provided
herein, no right, expressed or implied, is granted by this Agreement to use in
any manner the name "Genentech" or any other trade name or trademark of
Genentech in connection with the performance of this Agreement. Except as
otherwise provided herein, no right, expressed or implied, is granted by this
Agreement to use in any manner the name "Inhibitex" or any other trade name or
trademark of Licensee in connection with the performance of this Agreement.

         8.06.    Entire Agreement. This Agreement constitutes and contains the
entire understanding and agreement of the Parties with respect to the subject
matter hereof, and cancels and supersedes any and all prior negotiations,
correspondence, understandings and agreements, whether verbal or written,
between the Parties respecting the subject matter hereof. No waiver,
modification, or amendment of any provision of this Agreement shall be valid or
effective unless made in writing and signed by a duly authorized representative
of each of the Parties.

         8.07.    Severability. In the event any one or more of the provisions
of this Agreement should for any reason be held by any court or authority having
jurisdiction over this Agreement or either of the Parties to be invalid, illegal
or unenforceable, such provision or provisions shall be validly reformed to as
nearly as possible approximate the intent of the Parties and, if unreformable,
shall be divisible and deleted in such jurisdiction; elsewhere, this Agreement
shall not be affected so long as the Parties are still able to realize the
principal benefits bargained for in this Agreement.

         8.08.    Waiver. The waiver by a Party of any breach of or default
under any of the provisions of this Agreement or the failure of a Party to
enforce any of the provisions of this Agreement or to exercise any right
hereunder shall not constitute or be construed as a waiver of any other breach
or default or as a waiver of any such rights or provisions hereunder.

         8.09.    Choice of Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of California without
regard to conflict of laws provisions. This Agreement shall be construed as if
drafted equally by the Parties, and in construing this Agreement no presumption
shall operate in either Party's favor as a result of the role of it or its
counsel in drafting or negotiating the terms or provisions hereof.

         8.10.    Notices. Any notice, request, consent, or other document
required or permitted to be given under this Agreement or otherwise relating to
this Agreement shall be in writing and shall be deemed to have been sufficiently
given if delivered in person, transmitted by facsimile (with a confirming copy
sent by overnight courier), or sent by overnight courier or registered mail to
the Party to whom it is directed at its address shown below or such other
address as such Party shall have last given by notice to the other Party. Any
such notice, requests, delivery, approval or consent shall be deemed received on
the date of hand delivery or transmission by facsimile (provided that such date
is a business day, otherwise it shall be deemed received on the next business
day), one (1) business day after dispatch by overnight courier, or five (5)
business days after dispatch of the registered mail.

                                       9
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                  If to Licensee, addressed to:
                  Inhibitex, Inc.
                  1165 Sanctuary Drive, Suite 400
                  Alpharetta, GA 30004
                  Attn: President

                  Facsimile: (678) 746-1100

                  If to Genentech, addressed to:
                  Genentech, Inc.
                  1 DNA Way
                  South San Francisco, CA 94080
                  Attn: Corporate Secretary

                  Facsimile: (650) 952-9881

         8.11.    Confidentiality. Each Party shall be free to disclose the
existence of this Agreement (but not its terms) to any third party. Neither
Party shall disclose any of the terms (including, but not limited to, the
financial terms) of this Agreement to any third party without the prior written
consent of the other Party; provided, however, that each Party shall be free to
disclose any of the terms of this Agreement (i) to the extent that a Party
reasonably believes it is required to do so by securities or other applicable
laws, regulations, or rules (including the regulations or rules of any relevant
stock exchange), (ii) pursuant to a legal proceeding or order of a court or
governmental agency, (iii) to actual or prospective sublicensees, (iv) to City
of Hope National Medical Center (in the case of Genentech), (v) to its
accountants, attorneys and other professional advisors, or (vi) in connection
with a financing, merger, consolidation, acquisition or a permitted assignment
of this Agreement, provided that in the case of any disclosure under (iii),
(iv), (v), or (vi) above, the recipient(s) are obligated and do so undertake to
keep such terms of this Agreement confidential to the same extent as said Party,
and provided that in the case of disclosure under (ii), the disclosing Party
will use reasonable efforts to secure confidential treatment of such terms of
this Agreement required to be disclosed.

         8.12.    Counterparts. This Agreement may be executed simultaneously 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.

                            [signature page follows]

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<PAGE>

         IN WITNESS WHEREOF, Genentech and Licensee have caused this Agreement
to be executed by their duly authorized representatives.

         GENENTECH, INC.

         By:   [ILLEGIBLE]
            ---------------------------

         Title: VP
         Date: June 30, 2003

         INHIBITEX, INC.

         By:  /s/ Robert Schweiger
            ---------------------------
              Robert Schweiger
         Title: VP Business Dev.
         Date: June 30, 2003

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