Exhibit 10.1


    Exhibit
      10.1


     

    
      EXECUTIVE
        EMPLOYMENT AGREEMENT

       

      This
        EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated effective as of March
        28,
        2006 (the "Effective Date") is made and entered into by and between Frederick
        Larcombe, an individual (the "Executive") FermaVir Pharmaceuticals, Inc.,
        a
        company incorporated under the laws of the state of Florida (the
        "Company").

      


      WITNESSETH:

      


      The
        Company desires to employ the Executive, and the Executive wishes to accept
        such
        employment with the Company, upon the terms and conditions set forth in this
        Agreement.

      


      In
        consideration of the mutual promises and agreements set forth herein and
        other
        good and valuable consideration, the receipt and sufficiency of which are
        hereby
        acknowledged, the parties hereto, intending to be legally bound, agree
        as
        follows:

      


      1.
        Employment.

      


      The
        Company hereby agrees to employ Executive, and Executive hereby accepts such
        employment and agrees to perform Executive's duties and responsibilities
        in
        accordance with the terms and conditions hereinafter set forth.

      


      1.1
        Duties and Responsibilities.

      


      Executive
        shall serve as Chief Financial Officer of Company. During the Employment
        Term
        (as defined below), Executive shall perform all duties and accept all
        responsibilities incident to such position and other appropriate duties as
        may
        be assigned to Executive by the Chief Executive Officer and Company's Board
        of
        Directors ("Board") from time to time, including service as an officer,
        director, employee or consultant to the Company's subsidiaries, affiliates
        and
        joint ventures. The Company shall retain full direction and control of the
        manner, means and methods by which Executive performs the services for which
        he
        is employed hereunder. The Executive shall typically work one day per week.
        However, it is acknowledged that the exact number of days the Executive will
        work in any given week may vary significantly, but, over an extended period
        of
        time, will average one day per week. Except for vacation, personal or sick
        days,
        or holidays, the Executive shall typically work during Company's normal business
        hours which are 9:00 a.m. to 5:30 p.m daily.

      


      1.2
        Place
        of Business.

      


      Executive
        acknowledges that the Company is headquartered in the Borough of Manhattan
        of
        the City of New York, New York. The Executive will perform his principal
        duties
        and responsibilities in the Company's New York office.

      


      1.3
        Employment Term.

      


      The
        term
        of Executive's employment under this Agreement shall commence as of the
        Effective Date and shall continue for one (1) year, unless earlier terminated
        in
        accordance with Section 4 hereof. The term of Executive's employment shall
        be
        automatically renewed for successive one (1) year periods until the Executive
        or
        the Company delivers to the other party a written notice of their intent
        not to
        renew the "Employment Term," (a "Non-Renewal Notice") such written notice
        to be
        delivered at least sixty (60) days prior to the expiration of the then-effective
        "Employment Term" as that term is defined below. The period commencing as
        of the
        Effective Date and ending one (1) year thereafter or such later date (the
        "Expiration Date") to which the term of Executive's employment under the
        Agreement shall have been extended by mutual written agreement is referred
        to
        herein as the "Employment Term."

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      1.4
        Extent of Service.

      


      During
        the Employment Term, Executive agrees to use Executive's best efforts to
        carry
        out the duties and responsibilities under Section 1.1 hereof and, subject
        to the
        constraints described in Section 1.1, to devote substantially all Executive's
        business time, attention and energy thereto. Executive further agrees not
        to
        work either on a part-time or independent contracting basis for any other
        business or enterprise during the Employment Term, except as Chief Financial
        Officer for Xenomics, Inc. or Callisto Pharmaceuticals, Inc. on a part-time
        basis, without the prior written consent of the Board, which consent shall
        not
        be unreasonably withheld.

      


      1.5
        Base
        Salary.

      


      The
        Company shall pay Executive a base salary (the "Base Salary") at the annual
        rate
        of $40,000 (U.S.), payable at such times as the Company customarily pays
        its
        other senior level executives (but in any event no less often than monthly).
        The
        Base Salary shall be subject to all state, Federal, and local payroll tax
        withholding and any other withholdings required by law. The Base Salary is
        subject to periodic increases in accordance with Company's policies and/or
        practices for senior level executives, but no less frequently than every
        twelve
        (12) months. 

      


      1.6
        Incentive Compensation.

      


      In
        addition to the Base Salary, Executive shall be eligible to earn a cash bonus
        of
        up to twenty percent (20%) of the Base Salary for the first twelve-month
        period
        during the Employment Term ("Annual Bonus") at the discretion of the Board
        or,
        if the Board organizes a compensation committee, such committee (the
        "Committee"). Within three (3) months after the Effective Date, the Board
        or the
        Committee shall agree upon goals required for Executive to earn the Annual
        Bonus. Executive's bonus, if any, shall be subject to all applicable tax
        and
        payroll withholdings. The amount of the Annual Bonus is not subject to
        decreases, but is subject to periodic increases in accordance with Company's
        policies and/or practices for senior level executives, but no less frequently
        than every twelve (12) months.

      


      1.7
        Options.

      


      
        	
                (a)

              	
                Executive
                  shall be eligible to participate in the Company’s 2005 Equity Compensation
                  Incentive Plan (the "Plan"). The Board of Directors of the Company
                  will
                  make an initial grant of options to the Executive as
                  follows:

              


      

      


      
        	 	
                (i)

              	
                The
                  number of initial option shares granted to Executive is 60,000
                  shares of
                  Company's common stock.

              


      

      


      
        	 	
                (ii)

              	
                The
                  exercise price at which Executive can purchase initial option shares
                  is
                  equal to the closing price of the Company's common stock on the
                  Effective
                  Date.

              


      

      


      
        	 	
                (iii)

              	
                The
                  option is exercisable only to the extent vested in accordance with
                  the
                  schedule set forth in paragraph 1.7(a)(iv), below, and the
                  Plan.

              


      

      


      
        	 	
                (iv)

              	
                Initial
                  option shares granted shall vest in the amount of 5,000 per month
                  beginning on the Effective Date and continuing until the Employment
                  Term.

                 

              


      

      
        	 	
                (v)

              	
                The
                  option shall expire, and be of no further force or effect, on the
                  tenth
                  anniversary of the Effective Date or, earlier in the event of disability,
                  death or other termination of service as set forth in the
                  Plan.

              


      

      


      
        	 	
                (vi)

              	
                In
                  the event the Executive voluntarily terminates his employment with
                  the
                  Company in order to be a full-time employee with Xenomics, Inc.,
                  the
                  exercise period of any vested options shall be automatically extended
                  to
                  the later of the longest period permitted by the Company’s stock option
                  plans or ten years following the Termination
                  Date.

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (b) The
        option agreement will contain a provision that in the event there shall have
        been a Change in Control of the Company while the Executive is an employee
        of
        the Company and the Executive’s employment by the Company thereafter shall have
        been terminated by the Company (the “Termination Date”) or by the Executive for
        Good Reason, within two years of the date upon which the Change in Control
        shall
        have occurred, unless such termination is as a result of (i) the Executive’s
        death; (ii) the Executive’s Disability; (iii) the Executive’s Retirement
        (termination in accordance with the Company’s Retirement Plan applicable
        to its
        employees or in accordance with any other retirement arrangements which have
        been entered into with the Executive) or (iv) the Executive’s termination for
        Cause or Misconduct, all unvested stock options shall immediately and
        irrevocably vest and the exercise period of such options shall be automatically
        extended to the later of the longest period permitted by the Company’s stock
        option plans or ten years following the Termination Date. For purposes of
        the
        option agreement, a “Change in Control” shall be deemed to have occurred if (i)
        there shall be consummated (A) any consolidation or merger of the Company
        in
        which the Company is not the continuing or surviving corporation or pursuant
        to
        which shares of the Company’s Common Stock would be converted into cash,
        securities or other property, other than a merger of the Company in which
        the
        holders of the Company’s Common Stock immediately prior to the merger have
        substantially the same proportionate ownership of common stock of the surviving
        corporation immediately after the merger, or (B) any sale, lease, exchange
        or
        other transfer (in one transaction or a series of related transactions) of
        all
        or substantially all the assets of the Company; or (ii) the stockholders
        of the
        Company shall approve any plan or proposal for the liquidation or dissolution
        of
        the Company, or (iii) any person (as such term is used in Sections 13(d)
        and
        14(d)(2) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other
        than the Company or any employee benefit plan sponsored by the Company, shall
        become the beneficial owner (within the meaning of Rule 13d-3 under the Exchange
        Act) of securities of the Company representing 20% or more of the combined
        voting power of the Company’s then outstanding securities ordinarily (and apart
        from rights accruing in special circumstances) having the right to vote in
        the
        election of directors, as a result of a tender or exchange offer, open market
        purchases, privately negotiated purchases or otherwise, or (iv) at any time
        during a period of two consecutive years, individuals who at the beginning
        of
        such period constituted the Board of Directors of the Company shall cease
        for
        any reason to constitute at least a majority thereof, unless the election
        or the
        nomination for election by the Company’s stockholders of each new director
        during such two-year period was approved by a vote of at least two-thirds
        of the
        directors then still in office who were directors at the beginning of such
        two-year period

      


      1.8
        Other
        Benefits.

      


      During
        the Employment Term, Executive shall be entitled to health care coverage
        (medical, dental, and hospitalization) for Executive and his family consistent
        with the Company’s policy. In addition, Executive shall be entitled to
        participate in all employee benefit plans and programs made available to
        the
        Company's senior level executives as a group or to its employees generally,
        as
        such plans or programs may be in effect from time to time (the "Benefit
        Coverages"), including, without limitation, short-term and long-term disability
        and life insurance plans, accidental death and dismemberment protection and
        travel accident insurance. Executive shall be provided office space and staff
        assistance appropriate for Executive's position and adequate for the performance
        of his duties and responsibilities. Executive shall be indemnified by the
        Company to the fullest extent possible allowed under applicable state laws
        and
        be a named insured under the Company's Directors' and Officers' Liability
        insurance program.

      


      1.9
        Reimbursement of Expenses.

      


      Executive
        shall be provided with reimbursement of expenses related to Executive's
        employment by the Company on a basis no less favorable than that which may
        be
        authorized from time to time by the Board, in its sole discretion, for senior
        level executives as a group.

      


      1.10
        No
        Other Compensation.

      


      Except
        as
        expressly provided in Sections 1.4 through 1.9, and under Section 4 below,
        Executive shall not be entitled to any other compensation or benefits for
        services to the Company in any capacity and for services as an officer,
        director, employee and consultant for Company's subsidiaries, affiliates
        and
        joint ventures.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      2.
        Confidential Information.

      


      Executive
        recognizes and acknowledges that by reason of Executive's employment by and
        service to the Company before, during and, if applicable, after the Employment
        Term, Executive will have access to certain confidential and proprietary
        information relating to the Company's business, which may include, but is
        not
        limited to, trade secrets, trade "know-how," product development techniques
        and
        plans, formulas, customer lists and addresses, financing services, funding
        programs, cost and pricing information, marketing and sales techniques, strategy
        and programs, computer programs and software and financial information
        (collectively referred to herein as "Confidential Information"). Executive
        acknowledges that such Confidential Information is a valuable and unique
        asset
        of the Company and Executive covenants that he will not, unless expressly
        authorized in writing by the Company, at any time during the course of
        Executive's employment use any Confidential Information or divulge or disclose
        any Confidential Information to any person, firm or corporation except in
        connection with the performance of Executive's duties for and on behalf of
        the
        Company and in a manner consistent with the Company's policies regarding
        Confidential Information. Executive also covenants that at any time after the
        termination of such employment, directly or indirectly, he will not use any
        Confidential Information or divulge or disclose any Confidential Information
        to
        any person, firm or corporation, unless such information is in the public
        domain
        through no fault of Executive or except in connection with any arbitration
        or
        litigation between the Company and the Executive, when required to do so
        by law
        or governmental regulation pursuant to subpoena or by a court of law, by
        any
        governmental agency having supervisory authority over the business of the
        Company or by any administrative or legislative body (including a committee
        thereof) with apparent jurisdiction to order Executive to divulge, disclose
        or
        make accessible such information. All written Confidential Information
        (including, without limitation, in any computer or other electronic format)
        which comes into Executive's possession during the course of Executive's
        employment shall remain the property of the Company. Unless expressly authorized
        in writing by the Company, Executive shall not remove any written Confidential
        Information from the Company's premises, except in connection with the
        performance of Executive's duties for and on behalf of the Company and in
        a
        manner consistent with the Company's policies regarding Confidential
        Information. Upon termination of Executive's employment, the Executive agrees
        to
        immediately return to the Company all written Confidential Information
        (including, without limitation, in any computer or other electronic format)
        in
        Executive's possession.

      


      3.
        Non-Competition; Non-Solicitation.

      


      3.1
        Non-Compete.

      


      The
        Executive hereby covenants and agrees that during the term of this Agreement
        and, in the event of (a) Voluntary Termination (as defined below), or (b)
        termination by Company for Cause (as defined below) or Misconduct (as defined
        below), or (c) the expiration of the Employment Term as a result of Executive
        giving Company a Non-Renewal Notice for a period of one year following the
        end
        of the Employment Term, the Executive will not, without the prior written
        consent of the Company, directly or indirectly, on his own behalf or in the
        service or on behalf of others, whether or not for compensation, engage in
        any
        business activity, or have any interest in any person, firm, corporation
        or
        business, through a subsidiary or parent entity or other entity (whether
        as a
        shareholder, agent, joint venturer, security holder, trustee, partner,
        consultant, creditor lending credit or money for the purpose of establishing
        or
        operating any such business, partner or otherwise) with any Competing Business
        in the Covered Area.

      


      For
        the
        purpose of this Section 3.1, (i) "Competing Business" means any medical or
        health care company, any contract manufacturer, any research laboratory or
        other
        company or entity (whether or not organized for profit) has, or is seeking
        to
        develop, one or more products or therapies that is related to the treatment
        of
        viral diseases). "Covered Area" means all geographical areas of the United
        States, United Kingdom and other foreign jurisdictions where Company then
        has
        offices and/or sells its products directly or indirectly through distributors
        and/or other sales agents. Notwithstanding the foregoing, the Executive may
        own
        shares of companies whose securities are publicly traded, so long as ownership
        of such securities do not constitute more than one percent (1%) of the
        outstanding securities of any such company.

      


      3.2
        Non-Solicitation.

      


      The
        Executive further agrees that as long as the Agreement remains in effect
        and, in
        the event of (a) Voluntary Termination, or (b) termination by Company for
        Cause,
        Misconduct or as a result of a Non-Renewal Notice given by the Company or
        Executive for a period of one (1) year from its termination, the Executive
        will
        not divert any business of the Company and/or its affiliates or any customers
        or
        suppliers of the Company and/or the Company's and/or its affiliates' business
        to
        any other person, entity or competitor, or induce or attempt to induce, directly
        or indirectly, any person to leave his or her employment with the Company
        and/or
        its affiliates.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.3
        Remedies.

      


      The
        Executive acknowledges and agrees that his obligations provided herein are
        necessary and reasonable in order to protect the Company and its affiliates
        and
        their respective business and the Executive expressly agrees that monetary
        damages would be inadequate to compensate the Company and/or its affiliates
        for
        any breach by the Executive of his covenants and agreements set forth herein.
        Accordingly, the Executive agrees and acknowledges that any such violation
        or
        threatened violation of this Section 3 will cause irreparable injury to the
        Company and that, in addition to any other remedies that may be available,
        in
        law, in equity or otherwise, the Company and its affiliates shall be entitled
        to
        obtain injunctive relief against the threatened breach of this Section 3
        or the
        continuation of any such breach by the Executive without the necessity of
        proving actual damages.

      


      4.
        Termination.

      


      4.1
        By
        Company.

      


      The
        Company, acting by duly adopted resolutions of the Board, may, in its discretion
        and at its option, terminate the Executive's employment with or without Cause
        or
        Misconduct, and without prejudice to any other right or remedy to which the
        Company or Executive may be entitled at law or in equity or under this
        Agreement. In the event the Company desires to terminate the Executive's
        employment without Cause or Misconduct, the duly adopted resolutions of the
        Board and the Company shall give the Executive not less than sixty (60) days
        advance written notice of such termination. Termination of Executive's
        employment hereunder shall be deemed to be "for Cause" in the event that
        Executive violates his duties under any provisions of this Agreement after
        there
        has been delivered to Executive a written demand for performance from the
        Company which describes the basis for the Company's belief that Executive
        has
        not substantially performed his duties. Termination of Executive's employment
        hereunder shall be deemed to be "for Misconduct", if Executive is found to
        be in
        material breach of the provisions of Sections 2 or 3 of this Agreement, is
        guilty of any felony or an act of fraud or embezzlement, is guilty of willful
        misconduct or gross neglect, misappropriation, concealment or conversion
        of any
        money or property of the Company, or reckless conduct which endangers the
        safety
        of other persons or property during the course of employment or while on
        premises leased or owned by the Company.

      


      4.2
        Good
        Reason.

      


      For
        purposes of this Agreement "Good Reason" shall mean any of the following
        events
        unless it occurs with the Executive’s express prior written
        consent:

      


      
        	
                (i)

              	
                The
                  assignment to Executive of any duties or the significant reduction
                  of
                  Executive's duties, either of which is materially inconsistent
                  with
                  Executive's position with the Company and responsibilities in effect
                  immediately prior to such assignment, or the removal of Executive
                  from
                  such position and responsibilities;

              


      

      


      
        	
                (ii)

              	
                A
                  material reduction by the Company in the compensation of Executive,
                  without the Executive's written consent, as in effect immediately
                  prior to
                  such reduction;

              


      

      


      
        	
                (iii)

              	
                A
                  material reduction by the Company in the kind or level of benefits
                  to
                  which Executive is entitled immediately prior to such reduction
                  with the
                  result that Executive's overall benefits package is significantly
                  reduced;
                  

              


      

      


      
        	
                (iv)

              	
                Change
                  where the Executive is expected to perform his principal duties
                  as defined
                  in Section 1.2 to a location more than fifty-five (55) miles from
                  or
                  beyond a normal commutation from the Executive's present
                  residence.

              


      

      


      
        	
                (v)

              	
                Any
                  termination of Executive by the Company which is not effected for
                  Misconduct, Cause or as a result of a Non Renewal Notice given
                  by the
                  Company or Executive, or any purported termination for Misconduct
                  or Cause
                  for which the grounds relied upon are determined by a court of
                  competent
                  jurisdiction not to be valid, unless Executive, following such
                  purported
                  termination, receives all compensation, including vesting of all
                  unvested
                  stock options and restricted stock within five business days of
                  such
                  determination;

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                (vi)

              	
                Company's
                  violation of any material provision of this agreement, unless the
                  grounds
                  relied upon are determined by a court of competent jurisdiction
                  not to be
                  valid.

              


      

      


      The
        Executive may terminate his or her employment for Good Reason during the
        term of
        this Agreement and become entitled to the compensation provided in Section
        4.5(c). Termination by the Executive pursuant to this Section shall be
        communicated in writing to the Company and the Company's Board of Directors
        specifying the facts and circumstances serving as the basis for such
        termination.

      


      4.3
        By
        Executive's Death or Disability.

      


      This
        Agreement shall also be terminated upon the Executive's death and/or a finding
        of permanent physical or mental disability, such disability expected to result
        in death or to be of a continuous duration of no less than three (3) months,
        and
        the Executive is unable to perform his usual and essential duties for the
        Company.

      


      4.4
        Voluntary Termination.

      


      Executive
        may voluntarily terminate the Employment Term upon sixty (60) days' prior
        written notice for any reason; provided, however, that no further payments
        shall
        be due under this Agreement in that event except that Executive shall be
        entitled to any benefits due under any compensation or benefit plan provided
        by
        the Company for executives or otherwise outside of this Agreement.

      


      4.5
        Compensation on Termination.

      


      (a)
        Cause
        or Misconduct.

      


      In
        the
        event the Company terminates Executive for Cause or Misconduct, Executive
        shall
        not be entitled to any compensation other than Base Salary accrued through
        the
        date of termination. Such termination shall also immediately cease the vesting
        of all outstanding unvested options and restricted stock held on the date
        of
        termination and all such unvested options shall thereupon expire.

      


      (b)
        Voluntary Termination.

      


      In
        the
        event Executive resigns from the Company voluntarily, Executive shall not
        be
        entitled to any compensation other than Base Salary accrued through the
        effective date of his resignation.

      


      (c)
        Good
        Reason.

      


      In
        the
        event Executive’s employment is terminated by the Executive pursuant to Section
        4.2, the Company shall pay to Executive within fifteen (15) days after such
        termination:

      


      
        	 	
                (i)

              	
                Accrued
                  Base Salary as of the date of
                  termination;

              


      

      


      
        	 	
                (ii)

              	
                Reimbursement
                  of business related expenses;

              


      

      


      
        	 	
                (iii)

              	
                Executive's
                  Base Salary for ninety (90) calendar days from the date of termination;
                  and

              


      

      


      
        	 	
                (iv)

              	
                A
                  pro rata portion of any Annual Bonus to which Executive would otherwise
                  be
                  entitled for the year of
                  termination.

              


      

      


      
        	 	
                (v)

              	
                For
                  a period of three (3) months after termination, the Company shall
                  continue
                  to make available to Executive and to pay, consistent with the
                  Company’s
                  policy, for all health, dental, vision, life, dependent life, long-term
                  disability, accidental death and dismemberment and other similar
                  insurance
                  plans existing on the date of Executive's
                  termination

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      (d)
        Death
        or Disability.

      


      In
        the
        event of termination by reason of Executive's death and/or permanent disability,
        Executive or his executors, legal representatives or administrators, as
        applicable, shall be entitled to an amount equal to Executive's Base Salary
        accrued through the date of termination, plus a pro rata share of any annual
        bonus to which Executive would otherwise be entitled for the year during
        which
        death or permanent disability occurs.

      


      5.
        General Provisions.

      


      5.1
        Modification; No Waiver.

      


      No
        modification, amendment or discharge of this Agreement shall be valid unless
        the
        same is in writing and signed by all parties hereto. Failure of any party
        at any
        time to enforce any provisions of this Agreement or any rights or to exercise
        any elections shall in no way be considered to be a waiver of such provisions,
        rights or elections and shall in no way affect the validity of this Agreement.
        The exercise by any party of any of its rights or any of its elections under
        this Agreement shall not preclude or prejudice such party from exercising
        the
        same or any other right it may have under this Agreement irrespective of
        any
        previous action taken.

      


      5.2
        Notices.

      


      All
        notices and other communications required or permitted hereunder or necessary
        or
        convenient in connection herewith shall be in writing and shall be deemed
        to
        have been given when hand delivered or mailed by registered or certified
        mail as
        follows (provided that notice of change of address shall be deemed given
        only
        when received):

       

      
        
          	
                  If
                    to the Company, to:

                	
                  FermaVir
                    Pharmaceuticals, Inc.

                
	 	
                  420
                    Lexington Avenue - Suite 445

                
	 	
                  New
                    York, NY 10170

                
	 	
                  Attention:
                    Chief Executive Officer

                
	 	 
	
                  With
                    a required copy to:

                	
                  Jeffrey
                    Fessler

                
	 	
                  Sichenzia
                    Ross Friedman Ference LLP

                
	 	
                  1065
                    Avenue of the Americas

                
	 	
                  New
                    York, NY 10018

                
	 	 
	
                  If
                    to Executive, to:

                	
                  Frederick
                    Larcombe

                
	 	
                  107
                    Mill Pond Road

                
	 	
                  Belle
                    Mead, NJ 08502

                
	 	 
	
                  With
                    a required copy to:

                	
                  Russell
                    Berman

                
	 	
                  Kronish
                    Lieb Weiner & Hellman LLP

                
	 	
                  1114
                    Avenue of the Americas - 46th Floor

                
	 	
                  New
                    York, NY 10036-7798

                


        

      

      


      Or
        to
        such other names or addresses as the Company or Executive, as the case may
        be,
        shall designate by notice to each other person entitled to receive notices
        in
        the manner specified in this Section.

      


      5.3
        Governing Law.

      


      This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      5.4
        Further Assurances.

      


      Each
        party to this Agreement shall execute all instruments and documents and take
        all
        actions as may be reasonably required to effectuate this Agreement.

      


      5.5
        Severability.

      


      Should
        any one or more of the provisions of this Agreement or of any agreement entered
        into pursuant to this Agreement be determined to be illegal or unenforceable,
        then such illegal or unenforceable provision shall be modified by the proper
        court or arbitrator to the extent necessary and possible to make such provision
        enforceable, and such modified provision and all other provisions of this
        Agreement and of each other agreement entered into pursuant to this Agreement
        shall be given effect separately from the provisions or portion thereof
        determined to be illegal or unenforceable and shall not be affected
        thereby.

      


      5.6
        Successors and Assigns.

      


      Executive
        may not assign this Agreement without the prior written consent of the Company.
        The Company may assign its rights without the written consent of Executive,
        so
        long as the Company or its assignee complies with the other material terms
        of
        this Agreement. The rights and obligations of the Company under this Agreement
        shall inure to the benefit of and be binding upon the successors and permitted
        assigns of the Company, and the Executive's rights under this Agreement shall
        inure to the benefit of and be binding upon his heirs and executors. The
        Company's subsidiaries and controlled affiliates shall be express third party
        beneficiaries of this Agreement.

      


      5.7
        Entire Agreement.

      


      This
        Agreement supersedes all prior agreements and understandings between the
        parties, oral or written. No modification, termination or attempted waiver
        shall
        be valid unless in writing, signed by the party against whom such modification,
        termination or waiver is sought to be enforced.

      


      5.8
        Counterparts; Facsimile.

      


      This
        Agreement may be executed in one or more counterparts, each of which shall
        for
        all purposes be deemed to be an original, and all of which taken together
        shall
        constitute one and the same instrument. This Agreement may be executed by
        facsimile with original signatures to follow.

      


      IN
        WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed
        this Agreement as of the date first written above.

       

      

        
          	
                  "COMPANY:"

                	
                  FermaVir
                    Pharmaceuticals, Inc.

                	 
	 	 	 
	 	 	 
	 	
                  /s/
                    Geoffrey W. Henson

                	 
	 	
                  Name: 
                    Geoffrey
                    W. Henson

                	
                   

                
	 	
                  Title:   
                    Chief
                    Executive Officer

                	
                   

                
	 	 	 
	 	 	 
	
                  "EXECUTIVE:"

                	 	 
	 	
                  /s/
                    Frederick Larcombe

                	 
	 	
                  Frederick
                    Larcombe