Exhibit 10.3


    Exhibit
      10.3

     

    


    TECHNOLOGY
      ACQUISITION AGREEMENT

    


    ThisTECHNOLOGY
      ACQUISITION AGREEMENT(the
      “Agreement”)
      is
      dated effective as of March 16, 2006 (the “Effective
      Date”)
      by and
      among FermaVir
      Pharmaceuticals, Inc.,
      a
      Florida corporation (“Fermavir”)
      and
Fermavir
      Research, Inc.,
      a
      Delaware corporation (“Fermavir
      Research”,
      and
      together with Fermavir referred herein as the “Company”),
      on the
      one hand, and Chris
      McGuigan,
      a
      resident of Wales, Erik
      DeClercq,
      a
      resident of Belgium and Jan
      Balzarini,
      a
      resident of Belgium (collectively, “Holders”),
      on the
      other hand, with reference to the facts and circumstances set forth in the
      Recitals below.

     

    RECITALS

     

    A. Fermavir
      Research is a wholly owned subsidiary of Fermavir as a result of the
      shareholders of Fermavir Research, including Mr. McGuigan, exchanging shares
      of
      Fermavir Research for shares of Fermavir on August 16, 2005 (the “Exchange”).

     

    B. At
      the
      time of the Exchange Fermavir had raised $2,118,000 of capital in a private
      placement (“Initial
      Financing”),
      and
      has applied a portion of the net proceeds thereof to pay obligations of Fermavir
      incurred to acquire the Core Technology (as defined below), Core Technology
      Development (define below) and general working capital.

     

    C. The
      Company will apply the remaining proceeds from the Initial Financing and will
      seek additional equity or debt financing to fund the Core Technology
      Development, proved that certain key milestones have been achieved.


     

    D. The
      execution of this Agreement is a condition of the execution of a Restricted
      Stock Purchase Option Agreement by Mr. McGuigan, which gives the Company the
      option to acquire 926,100 shares of Fermavir owned by Mr. McGuigan, in the
      event
      a critical milestone is not met, as well as the agreement of Messrs. DeClercq
      and Balzarini that certain options granted to them by the Company may be
      cancelled by the Company at its option if the same critical milestone has not
      been achieved (collectively the “Company’s Option”).

     

    E. Subject
      to the terms and conditions of this Agreement, Company desires to grant to
      the
      Holders an option to acquire the Core Technology from Company in the event
      that
      the Company exercises the Company’s Option.

     

    F. The
      parties are executing this Agreement to memorialize their understanding
      regarding the foregoing.

     

    AGREEMENT

     

    NOW,
      THEREFORE,
      in
      consideration of the above Recitals, the mutual promises and covenants set
      forth
      herein, and other good and valuable consideration, the sufficiency and receipt
      of which is hereby acknowledged, the parties, intending to be legally bound,
      agree as follows:

    


    
      
         

      

      
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    ARTICLE
      1

    


    DEFINITIONS

    


    1.1 Definitions. The
      terms
      below when used herein shall have the following meanings:

    


    (a) “Acquisition
      Option”shall
      have the meaning given in Section 2.1 below.

    


    (b) “Affiliate”
      with respect to any Person shall mean any other Person directly or indirectly
      controlling, controlled by or under common control with such
      Person.

    


    (c) “Agreement”
      shall mean this Agreement and all exhibits and schedules hereto, as the same
      may
      from time to time be amended or supplemented by one or more instruments executed
      by the Parties hereto.

    


    (d) “Company
      Records”
      shall
      have the meaning given in Section 3.3 below.

    


    (e) “Core
      Technology”
      shall
      mean all intellectual property and technology underlying the Fermavir
      Technology, all divisionals, continuations, continuations-in-part,
      substitutions, conversions, prolongations, extensions, reissues, reexaminations,
      or renewals thereof, and any and all Improvements, trade secrets, know how
      or
      other proprietary rights related thereto.

    


    (f) “Core
      Technology Development”
      shall
      mean Company’s research and development relating to the Core
      Technology.

    


    (g) “Development
      Period”
      shall
      mean the two (2) year period between the Closing and the second anniversary
      of
      the Closing.

    


    (h) “Development
      Report”
      shall
      have the meaning given in Section 3.3(b) below.

    


    (i) “Direct
      Offering Expenses”
      shall
      mean the sum of commissions, agent and underwriter expense reimbursements,
      legal, accounting, expert and due diligence expenses, filing, printing and
      listing fees borne by the issuer of securities in any financing.

    


    (j) “Exercise
      Date”shall
      mean the date the Exercise Notice has been delivered to Company.

    


    (k) “Exercise
      Notice”shall
      have the meaning given in Section 2.2 below.

    


    (l) “Exercise
      Period”shall
      mean, subject tolling pursuant to Section 3.3 below, the thirty (30) day period
      immediately following the Company’s exercise of the Company’s
      Option.

     

    
      
         

      

      
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    (m) “Fermavir
      Technology”shall
      mean all “Licensed Products,” Licensed Subject Matter,” “Patent Rights” and
“Technology Rights” or other rights granted directly or indirectly by University
      Cardiff Consultants Limited to Fermavir Research pursuant to that Patent and
      Technology License Agreement made February 2, 2005, as amended.

    


    (n) “Improvements”
      shall
      mean any improvement, refinement, enhancement or other modification of the
      Fermavir Technology that Company develops during the Development Period.


    


    (o) “Liabilities”
      shall mean claims, liabilities and obligations of every nature or kind, whether
      accrued, absolute, contingent or otherwise and whether asserted or unasserted,
      known or unknown and whether due or to become due.

    


    (p) “Parties”
      shall mean Company and the Holders.

    


    (q) “Person”
      shall mean an individual, corporation, partnership, joint venture, trust or
      unincorporated organization or a federal, state, city, municipal or foreign
      government or an agency or political subdivision thereof.

    


    ARTICLE
      2

    


    GRANT
      OF ACQUISITION OPTION

    


    2.1 Grant
      of Acquisition Option.
      Subject
      to the terms and conditions herein, Company hereby grants to the Holders an
      option (the “Acquisition
      Option”)
      to
      acquire the Core Technology from Company. The option may be exercised if Company
      exercises the Company’s Option.

    


    2.2 Exercise
      of Option. Provided
      that the condition set forth in Section 2.1 above has been met, the Holders
      may
      exercise the Acquisition Option during the Exercise Period by delivering nominal
      consideration equal to $1.00 to the Company and written notice (the “Exercise
      Notice”)
      signed
      by at least two of the Holders to either Fermavir or Fermavir Research in any
      manner permitted under Section 4.4 below. The Company shall then have 10 days
      (the “Cure
      Period”)
      to
      retract its exercise of the Company’s Option. In the event that the Company
      fails to retract, or otherwise states in writing that they do not wish to
      retract, the Company’s Option within the Cure Period, the exercise of the
      Acquisition Option shall become effective as of the end of the last day of
      the
      Cure Period. The Acquisition may only be exercised in whole and not in
      part.

    


    2.3 Intentionally
      deleted. 

    


    2.4 Core
      Technology Assignment.
      Within
      thirty (30) days after the Exercise Notice has become effective, Company shall
      transfer, in exchange for the consideration set forth in Section 2.3, all
      rights, title and interest in and to the Core Technology, without any
      encumbrance or lien (but subject to any development or research right or
      licenses granted by the Company prior to the Exercise Date and the payment
      of
      the Purchase Note), and deliver the Core Technology, including any documentation
      thereto, to the Holders or any assignee of the Holders,including, without
      limitation, University Cardiff Consultants Limited, as directed in the Exercise
      Notice. To the extent any of the rights, title and interest in and to Core
      Technology cannot be assigned by Company to Holders, Company will grant to
      Holders or any assignee of the Holders an exclusive, royalty-free, transferable,
      irrevocable, worldwide license (with rights to sublicense through multiple
      tiers
      of sublicensees) to practice such non-assignable rights, title and interest.
      To
      the extent any of the rights, title and interest in and to the Core Technology
      can be neither assigned nor licensed by Company to Holders, Company will
      irrevocably waive and agree never to assert such non-assignable and
      non-licensable rights, title and interest against Holders or any of Holders’
successors in interest to such non-assignable and non-licensable rights, title
      and interest.


    
      
         

      

      
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    2.5 Cooperation
      in Perfecting Rights to Core Technology

     

    (a) Company
      agrees to perform, within one hundred twenty (120) days after the assignment
      of
      the Core Technology set forth in Section 2.4, all acts and deliver all documents
      deemed necessary by Holders to permit and assist Holders, in obtaining and
      enforcing the full benefits, enjoyment, rights and title throughout the world
      in
      the Core Technology. Such acts may include, but are not limited to, execution
      of
      documents and assistance or cooperation (i) in the filing, prosecution,
      registration and memorialization of assignment of the Core Technology and any
      applicable patents, copyrights, mask work, or other applications and (ii) in
      the
      enforcement of any ownership rights in and to the Core Technology and any
      applicable patents, copyrights, mask work, moral rights, trade secrets, or
      other
      proprietary rights.

     

    (b) In
      the
      event that Holders are unable for any reason to secure Company's signature
      to
      any document required to evidence Holders’ ownership in and to the Core
      Technology or to file, prosecute, register, or memorialize the assignment of
      the
      Core Technology or any patent, copyright, mask work or other applications or
      to
      enforce any patent, copyright, mask work, moral right, trade secret or other
      proprietary rights related to the Core Technology, Company hereby irrevocably
      designates and appoints each Shareholder, severally and not jointly, as
      Company's agent and attorney-in-fact to act for and on Company's behalf and
      instead of Company, (i) to execute, file, prosecute, register and memorialize
      the assignment of any such application, (ii) to execute and file any
      documentation required for such enforcement, and (iii) to do all other lawfully
      permitted acts to further the transfer of all right, title, and interest in
      and
      to the Core Technology to Holders after delivery of the Exercise Notice, and
      the
      filing, prosecution, registration, memorialization of assignment, issuance,
      and
      enforcement of any ownership right in and to the Core Technology, any patents,
      copyrights, mask works, moral rights, trade secrets or other rights relating
      to
      the Core Technology, all with the same legal force and effect as if executed
      by
      Company.

     

    


    ARTICLE
      3

    


    OWNERSHIP
      AND OBLIGATIONS OF COMPANY

    


    3.1 Ownership
      of Core Technology.
      Subject
      to the Acquisition Option, Company is and shall remain at all times, during
      the
      term of this Agreement, the sole and exclusive owner of the Core Technology
      and
      neither the Holders nor any third party shall have any right or interest
      therein.

     

    
      
         

      

      
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    3.2 Maintenance
      and Enforcement of Ownership Rights.

    


    (a) Maintenance.
      During
      the term of this Agreement, Company shall prepare, file, prosecute and maintain
      any and all patent applications and patents, and other intellectual property
      rights, relating to the Core Technology. If Company fails to take any action
      reasonably necessary to prepare, file, prosecute or maintain patents and patent
      applications, and other intellectual property rights relating to the Core
      Technology, the Holders may take such action on behalf of Company and at
      Company’s expense after first providing Company with thirty (30) days written
      notice of its intention to do so. Company shall promptly reimburse the Holders
      for all reasonable out-of-pocket expenses the Holders have incurred, or may
      incur in the future, for such preparation, filing, prosecution and
      maintenance.

    


    (b) Enforcement.
      During
      the term of this Agreement, Company shall actively prosecute actions and/or
      lawsuits against third parties for infringement of Company’s rights in the Core
      Technology. All costs and expenses associated with such actions and lawsuits
      shall be borne by Company, which shall be solely entitled to the full amount
      any
      recovery received as a result thereof, whether by adjudication or settlement.
      

    


    (c) Notice
      to Holders.
      Company
      agrees to notify the Holders promptly in the event Company becomes aware of
      any
      infringement of any right of Company in the Core Technology. Moreover, Company
      shall keep the Holders informed of the status of any prosecution of actions
      or
      lawsuits against third parties for infringement.

    


    3.3 Reports
      and Records.

    


    (a) Record
      Keeping.
      During
      the Development Period, Company shall keep complete, accurate and authentic
      accounts, notes, data and records, including, without limitation, any and all
      ideas for technical solutions, designs, drawings, schematics, technical data,
      prototypes, inventions, or other intellectual property, relating to the Core
      Technology Development (collectively, “Company
      Records”).
      

    


    (b) Reports.
      Simultaneously with exercising the Company’s Option, the Company shall furnish
      the Holders with a report (the “Development
      Report”)
      setting
      forth: (i) the Core Technology Development performed by Company during the
      Development Period and a description (including patents and patent filings)
      of
      the Core Technology; and (ii) any other information the Holders may reasonably
      request to be included in such Development Report.

    


    (c) Audit
      Rights.
      To
      ensure compliance with the terms of this Agreement, the Holders shall have
      the
      right to inspect and audit Company Records (including the Development Report)
      and Company’s bookkeeping records relating to the Core Technology with the
      assistance of professional consulting, law and accounting firms that are
      reasonably acceptable to Company. All representatives of such firms involved
      in
      the inspection and audit shall be required to sign reasonable nondisclosure
      agreements and to abide by reasonable site security requirements when carrying
      out the inspection and audit. The inspection and audit shall be conducted during
      normal business hours at Company’s offices in such a manner as not unreasonably
      to interfere with Company’s normal business activities. Any such inspection and
      audit shall be at the Holders’ sole expense.

     

    
      
         

      

      
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    (d) New
      Development Report.
      If any
      inspection and audit of the Development Report discloses material discrepancies
      as to the Core Technology, then (i) Company shall pay to the Holders the
      reasonable fees and expenses charged by the professional consulting, law,
      accounting firms and (ii) the Parties shall promptly engage a mutually agreeable
      independent party to provide a final Development Report. The finding by such
      independent party shall be binding upon the Parties. Company shall pay the
      expenses arising from the work performed by such independent party.

    


    (e) Tolling
      of Exercise Period.
      The
      Parties agree that the Exercise Period shall be tolled for the duration of
      any
      audit pursuant to sub-section (c) above, and any engagement by an independent
      party and preparation of a final Development Report pursuant to sub-section
      (d)
      above.

    


    3.4 Termination.
      The
      Company’s obligations under this Article 3 shall terminate and be of no further
      force or effect upon the later of: (a) the transfer of the Core Technology
      under
      Sections 2.3 and 2.4 hereof, if the Acquisition Option; or (b) end of the
      Exercise Period, if the Acquisition Option is not exercised.

    


    ARTICLE
      4

    


    MISCELLANEOUS
      PROVISIONS

    


    4.1 Governing
      Law.
      The
      interpretation and construction of this Agreement, and all matters relating
      hereto, shall be governed by the laws of the State of New York applicable to
      agreements executed and to be performed solely within such State without regard
      to conflicts of laws.

    


    4.2 Jurisdiction.
      Any
      judicial proceeding brought against any of the parties to this Agreement on
      any
      dispute arising out of this Agreement or any matter related hereto may be
      brought in the courts of the State of New York, or in the United States District
      Court for the Eastern or Southern District of New York, and, by execution and
      delivery of this Agreement, each of the parties to this Agreement accepts the
      exclusive jurisdiction of such courts, and irrevocably agrees to be bound by
      any
      judgment rendered thereby in connection with this Agreement. The prevailing
      party or parties in any such litigation shall be entitled to receive from the
      losing party or parties all costs and expenses, including reasonable counsel
      fees, incurred by the prevailing party or parties.

    


    4.3 Captions.
      The
      Article and Section captions used herein for reference purposes only, and shall
      not in any way affect the meaning or interpretation of this
      Agreement.

     

    
      
         

      

      
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    4.4 Notices.
      Any
      notice or other communication required or permitted hereunder shall be deemed
      sufficiently given when delivered in person, one business day after delivery
      to
      a reputa-ble overnight carrier, four business days if delivered by regis-tered
      or certified mail, postage prepaid or when sent by telecopy with a copy
      following by hand or overnight carrier or mailed, certified or registered mail,
      postage prepaid, addressed as follows: 

    


    If
      to the
      Company:

    


    FermaVir
      Pharmaceuticals, Inc.

    Fermavir
      Research, Inc.

    420
      Lexington Avenue, Suite 445

    New
      York,
      NY 10170

    Attn:
      President

    


    with
      a
      required copy to: 

    


    Jeffrey
      Fessler, Esq.

    Sichenzia
      Ross Friedman Ference LLP

    1065
      Avenue of the Americas, 21st Floor

    New
      York,
      NY 10018

    


    If
      to
      Holders: 

    


    Chris
      McGuigan

    Cardiff
      University 

    Redwood
      Building 

    King
      Edward VII Avenue

    Cardiff
      CF10 3XF Wales, United Kingdom

    


    Erik
      DeClercq

    Rega
      Institute

    Minderbroeders
      Straat 10

    B-3000
      Leuven, Belgium

    


    Jan
      Balzarini

    Rega
      Institute

    Minderbroeders
      Straat 10

    B-3000
      Leuven, Belguim

     

    4.5 Parties
      in Interest.
      With
      the exception of the Holders’ right to request transfer of the Core Technology
      to and to effectuate the acquisition of the Core Technology through an assignee,
      this Agreement may not be transferred, assigned, pledged or hypothecated by
      any
      party hereto, other than by operation of law. This Agreement shall be binding
      upon and shall inure to the benefit of the parties hereto and their respective
      heirs, executors, administrators, successors and assigns.

     

    
      
         

      

      
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    4.6 Counterparts.
      This
      Agreement may be executed in two or more counterparts and delivered by facsimile
      all of which taken together shall constitute one instrument.

    


    4.7 Entire
      Agreement.
      The
      Exchange Agreement and this Agreement, including the exhibits hereto and the
      other documents referred to herein which form a part hereof, contain the entire
      understanding of the parties hereto with respect to the subject matter contained
      herein and therein. This Agreement supersedes all prior agreements and
      understandings between the parties with respect to such subject
      matter.

    


    4.8 Amendments.
      This
      Agreement may not be changed orally, but only by an agreement in writing signed
      by Company and the Holders.

    


    4.9 Severability.
      In case
      any provision in this Agreement shall be held invalid, illegal or unenforceable,
      the validity, legality and enforceability of the remaining provisions hereof
      will not in any way be affected or impaired thereby.

    


    4.10 Third
      Party Beneficiaries.
      Each
      party hereto intends that this Agreement shall not benefit or create any right
      or cause of action in or on behalf of any person other than the parties
      hereof.

    


    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, undersigned parties have executed this Technology Acquisition
      Agreement, as of the day and year first above written.

     

     

    
      	“FERMAVIR:”	 	FermaVir Pharmaceuticals,
              Inc.
	 	 	a Florida corporation
	 	 	 
	 	 	By: /s/
              Geoffrey W. Henson
	 	 	
              Name: Geoffrey
                W. Henson 

            
	 	 	
              Title: President

            
	 	 	 
	 	 	 
	“FERMAVIR
              RESEARCH:”	 	FermaVir Research,
              Inc.
	 	 	a Delaware corporation
	 	 	 
	 	 	By: /s/
              Geoffrey W. Henson
	 	 	
              Name: Geoffrey
                W. Henson

            
	 	 	
              Title: President

            
	 	 	 
	 	 	 
	“HOLDERS:”	 	
              /s/
                Chris McGuigan

              Chris
                McGuigan

            
	 	 	 
	 	 	
              /s/
                Erik De Clercq

              Erik
                De Clercq

            
	 	 	 
	 	 	
              /s/
                Jan Balzarini

              Jan
                Balzarini

            


    

     

    
      
         

      

      
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