Confidential
      Materials omitted and filed separately with the

                Securities
      and Exchange Commission.  Asterisks denote
      omissions.

              	
                Exhibit
      10.2

              


      

    

     

    Master
Agreement for

    Clinical
Trials Management Services

    


    This
Master Agreement for Clinical Trials Management Services (the “Agreement”) is
made and entered into on  September 16, 2009, (the “Effective Date”),
by and between Idenix
Pharmaceuticals, Inc., with offices at 60 Hampshire Street, Cambridge, MA
02139, USA (hereinafter referred to as “Sponsor”) and Pharmaceutical Research Associates,
Inc., a Commonwealth of Virginia corporation, together with its
Affiliates, with offices at 4130 ParkLake Avenue, Suite 400, Raleigh, NC 27612
(hereinafter referred to as “PRA”), both hereinafter referred as
"Parties".

    


    PRA is
engaged in the business of providing services related to the design,
implementation and management of clinical development programs for the
pharmaceutical, biotechnology and medical device industries; and

    


    Sponsor
desires to engage PRA to perform such services in connection with certain
pharmaceutical products under development by or under control of
Sponsor;

    


    Therefore,
in consideration of the premises and mutual promises and undertakings herein,
the receipt and sufficiency of which are hereby acknowledged, the Parties
intending to be legally bound do hereby agree as follows:

    


    
      	
              1.0

            	
              Definitions

            


    

    


    
      	
               
      

            	
              a.

            	
              Affiliates:  With
      respect to either party, an Affiliate is any
      entity that is controlled by, controls, or is under common control with
      the party named above.  For purposes of this Agreement,
      Novartis Pharma AG shall not be considered an Affiliate of
      Idenix.

            


    

    


    
      	
               
      

            	
              b.

            	
              Amendment: A
      written specification of changes to a Task Order that is agreed to by the
      Parties and authorized by signature of each party’s authorized
      representative(s), in a format substantially similar to Exhibit B attached
      hereto.

            


    

    


    
      	
               
      

            	
              c.

            	
              Budget for
      Services: A component of a Task Order that outlines the estimated
      cost of the Services based upon the Project
  Specifications.

            


    

    


    
      	
               
      

            	
              d.

            	
              Institutional Review
      Board (“IRB”):  Any board, committee, or other group
      formally designated by an institution to review, to approve the initiation
      of, and to conduct periodic review of, biomedical research involving human
      subjects.  The primary purpose of such review is to assure the
      protection of the rights and welfare of human subjects.  The
      term has the same meaning as the phrase institutional review committee,
      independent ethics committee or ethics
  committee.

            


    

    
      


      
        	
                 
      

              	
                e.

              	
                Early Development
      Services: A Study performed at a facility or external investigative
      site for Phase I to Phase IIa clinical trials (excluding oncology studies)
      as designated in a Task
Order.

              


      

    

     

    
      
        
          
            	 
      	
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      1 of 41

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  

                	
                  Master Agreement for Clinical Trials Management
      Services       
  

                
	
                  IDENIX PHARMACEUTICALS,
      Inc.        

                
	 
      


        

      

    

    


    
      	
               
      

            	
              f.

            	
              GCP or Good Clinical
      Practice: The standard defined in the ICH Harmonised Tripartite
      Guideline For Good Clinical Practice E6(R1) Current Step 4 version dated
      10 June 1996 (including the Post Step 4 corrections) together with, for
      Services performed in the European Union, such other Good Clinical
      Practice requirements as are specified in Directive 2001/20/EC of the
      European Parliament and the Council of 4 April 2001 relating to medicinal
      products for human use and in guidance published by the European
      Commission pursuant to such Directive; and for Services performed in other
      jurisdictions, any analogous laws and/or
  regulations.

            


    

    


    
      	
               
      

            	
              g.

            	
              Institution:
      Any public or private entity or agency or medical or dental facility where
      clinical trials are conducted.

            


    

    


    
      	
               
      

            	
              h.

            	
              Investigator(s):
      A person or persons responsible for the conduct of the clinical trial at a
      Trial Site. If a trial is conducted by a team of individuals at a Trial
      Site, the Investigator is the responsible leader of the team and may be
      called the principal investigator.

            


    

    


    
      	
               
      

            	
              i.

            	
              Key Personnel:
      The key PRA personnel assigned to the Services including the Project
      Manager and others as agreed to by the
Parties.

            


    

    


    
      	
               
      

            	
              j.

            	
              Milestone:  An
      event associated with a specific date, for which a payment will be due, as
      set out in the Payment Schedule of any Task
  Order.

            


    

    


    
      	
               
      

            	
              k.

            	
              Pass-Through
      Budget: A component of a Task Order that outlines the estimated
      costs of pass-through expenses for goods and services incurred by PRA on
      behalf of Sponsor, in connection with the performance of the
      Services.

            


    

    


    
      	
               
      

            	
              l.

            	
              Payment
      Schedule:  A component of a Task Order that describes the
      timing of payments due to be made for Services delivered and pass-through
      expenses incurred.

            


    

    


    
      	
               
      

            	
              m.

            	
              PRA Project
      Manager: The PRA representative assigned to lead the PRA project
      team, act as the principal liaison between PRA and Sponsor, and provide
      general oversight in the delivery of Services with regard to a specific
      Task Order.

            


    

    


    
      	
               
      

            	
              n.

            	
              Project
      Schedule: A component of a Task Order that outlines the project
      milestones, estimated timelines and completion date for the Services based
      upon the Project Specifications.

            


    

    


    
      	
               
      

            	
              o.

            	
              Project
      Specifications: A component of a Task Order that outlines the
      specific Services to be provided, assumptions used in preparing the Budget
      for Services, Pass-Through Budget and Project Schedule, and assignment of
      project-related responsibilities between the
  Parties.

            


    

    


    
      	
               
      

            	
              p.

            	
              Services: The
      services to be provided by PRA and its Subcontractors (if applicable)
      under this Agreement as specifically outlined in a Task Order or otherwise
      authorized by Sponsor.

            


    

    
       

      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
               
      

            	
              q.

            	
              Study: A
      clinical trial performed at one or more investigative sites under the
      supervision of one or more Investigator(s) pursuant to a study
      protocol.

            


    

    


    
      	
               
      

            	
              r.

            	
              Subcontractor:
      An individual or company engaged by PRA to conduct some elements of a Task
      Order, including without limitation, clinical laboratories, patient
      recruitment services, interactive voice recognition systems and other
      services.

            


    

    


    
      	
               
      

            	
              s.

            	
              Task Order: A
      written specification of Services to be performed by PRA under this
      Agreement, including, but not limited to, the Project Specifications,
      Project Schedule, Contact Information, Budget for Services, Pass-Through
      Budget, and Payment Schedule.

            


    

    


    
      	
               
      

            	
              t.

            	
              Trial
      Site(s):   The location(s) where trial-related
      activities are actually conducted.

            


    

    


    
      	
              2.0

            	
              Services

            


    

    


    PRA,
itself or through one of its Affiliates or Subcontractors (if applicable), will
perform the Services as specified in this Agreement and any associated Task
Order(s), in accordance with the terms and conditions of this
Agreement.  PRA will use reasonable efforts to perform the Services
described in any Task Order issued hereunder and to meet all obligations and
deadlines described in such Task Orders.  PRA's inability to meet an
obligation and/or established deadline for reasons not within the control of
PRA, any PRA Affiliate or Subcontractor will not constitute a breach of this
Agreement.  The Parties will agree on all Services to be provided and
the performance of those Services will be authorized in writing through the
execution of a Task Order.  PRA will not begin work on any Services
without an executed Task Order authorizing the Services.

    


    
      	
              2.1

            	
              Task
      Orders

            


    

    


    PRA will
provide Services as specified in one or more Task Orders, which will be prepared
in a format substantially similar to the Form of Task Order, attached hereto as
Exhibit A or A-1, as appropriate.  Each Task Order will include
detailed information with respect to a specific project, including Project
Specifications, Project Schedule, Budget for Services, Pass-Through Budget,
Payment Schedule and Designation of Key Personnel.  Task Orders will
become effective when signed by an authorized representative of both
Parties.

    


    
      	
               
      

            	
              a.

            	
              Project
      Specifications.  The Task Order will provide Project
      Specifications, which may include without limitation, a description of the
      study protocol, Trial Sites, subjects, case report forms (“CRFs”), reports
      and Services to be provided by PRA.  Sponsor agrees that the
      Project Specifications in each Task Order consist of descriptions,
      assumptions and assignment of responsibilities provided to PRA by Sponsor
      and/or agreed to by Sponsor, that PRA has relied upon this information in
      preparing the timelines and budgets outlined in the Task Order, and that
      the accuracy and completeness of the Project Specifications are the
      responsibility of Sponsor.

            


    

    
       

      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
               
      

            	
              b.

            	
              Project
      Schedule.  The Task Order will include major project
      milestones and target dates for completion of each
      Milestone.  The Parties agree that the timelines in the Project
      Schedule are reasonable based upon the Project
      Specifications.  Sponsor will  make all reasonable
      efforts to respond fully and promptly to PRA’s requests for information,
      approvals and other actions, which are reasonably necessary for PRA’s
      completion of the Services as outlined in the Project
      Schedule.  Sponsor agrees that any failure to respond to such
      requests from PRA, which results in delay or contributes in any material
      way to the failure of PRA to meet the timelines specified within the
      Project Schedule, may result in changes to the Task Order that are
      reasonably related to the delay, with a corresponding impact on the
      Project Schedule and Budget for Services which will be documented in
      accordance with Section 2.2 below.

            


    

    


    
      	
               
      

            	
              c.

            	
              Budget for
      Services.  Each Task Order will include a Budget for the
      Services to be performed by PRA and will include, without limitation, the
      costs related to the Services to be provided.  PRA will not
      exceed the total cost outlined in the Budget for Services without the
      prior approval of Sponsor, unless specifically authorized by an Amendment,
      as set out in Section 2.2 below.  Sponsor agrees that the Budget
      for Services presented in each Task Order is an estimate based upon the
      Project Specifications and Project Schedule.  Any changes to the
      Project Specifications, including without limitation, a request by Sponsor
      for compression of the timelines or extensions of the timelines for any
      reason, may result in changes to the Task Order, which will be documented
      in accordance with Section 2.2
below.

            


    

    


    
      	
               
      

            	
              d.

            	
              Pass-Through
      Budget.  Each Task Order may include a Pass-Through
      Budget, which will contain an estimate of anticipated pass-through
      expenses to be incurred on Sponsor’s behalf in connection with performance
      of the Services.  Sponsor agrees that the Pass-Through Budget
      contains an estimate based on the Project Specifications, the Project
      Schedule, and information supplied by third party suppliers, and that such
      costs cannot be predicted with complete certainty at the outset of a
      Study.  Sponsor will reimburse all of PRA’s actual direct costs
      for pass-through expenses incurred in performance of the Services, in
      accordance with Section 3.4 below.  Amounts included in the
      Pass-Through Budget for any Task Order will not include social taxes or
      other amounts which may be due and payable by PRA to local governmental
      authorities as a consequence of making payments to Investigators, since
      these costs cannot be predicted at the outset of a Study. Sponsor will be
      notified of all such taxes when assessed, and will be responsible for all
      such amounts payable in the same manner as the investigator
      fees.  PRA will promptly notify Sponsor in writing of any
      increases or decreases in the Pass-Through Budget upon receipt of such
      information from third party suppliers or other sources, as the case may
      be, and such information will be included in an Amendment to the
      applicable Task Order.

            


    

    


    
      	
               
      

            	
              e.

            	
              Payment
      Schedule.  Each Task Order will contain a Payment
      Schedule, which will specify the manner and timing of all payments for
      Services and pass-through expenses described in the Task
      Order.  Any changes to the Project Specifications, and
      corresponding changes to the Budget for Services or Pass-Through Budget,
      will be reflected in a corresponding change in the Payment
      Schedule.

            


    

     

    
      
        
          
            	 
      	
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                  Master Agreement for Clinical Trials Management
      Services       
  

                
	
                  IDENIX PHARMACEUTICALS,
      Inc.        

                
	 
      


        

      

    

     

    
      	
               
      

            	
              f.

            	
              Contact Information
      and Designation of Key Personnel.  Each Task Order will
      identify the Key Personnel as the Parties may agree are to be
      included.

            


    

    


    
      	
              2.2

            	
              Amendments

            


    

    


    Any
changes to a Task Order, including but not limited to changes to the Project
Specifications, Project Schedule, Budget for Services or Pass-Through Budget,
will be agreed upon in writing by the Parties and documented in an Amendment to
the Task Order in a form substantially similar to that attached hereto as
Exhibit B.  Sponsor agrees that PRA will not perform any out-of-scope
work described in an Amendment until it is approved in writing by both
Parties.

    


    
      	
               
      

            	
              a.

            	
              Unanticipated
      Changes.  Sponsor agrees that some changes in costs
      associated with clinical research resulting from, for example, changes to
      Project Specifications resulting from modifications to the study protocol,
      delays in receipt of study drugs from Sponsor, changes in amounts charged
      by third party suppliers or poor subject enrollment due to changes in
      clinical practices, cannot be reasonably anticipated in advance. Upon
      identification by either party of changes to the project assumptions or
      other unanticipated changes to the Project Specifications, the Parties
      will negotiate in good faith an Amendment to accommodate increases or
      decreases to the Project Budget, Project Schedule or Payment Schedule that
      are reasonably associated with any such adjustments.  Amendments
      will be documented in accordance with the terms of this Section
      2.2.  Such unanticipated changes may include, but are not
      limited to, any of the following:

            


    

    


    
      	
               
      

            	
              i.

            	
              delays
      in receiving from Sponsor technical information or Sponsor's acceptance of
      documents submitted by PRA in the performance of its duties under this
      Agreement or any Task Order, or any other delay on the part of
      Sponsor;

            


    

    
      	
               
      

            	
              ii.

            	
              delay
      in receipt of regulatory approval from a regulatory agency, IRB or Ethics
      Committee;

            


    

    
      	
               
      

            	
              iii.

            	
              delay
      in performance by a Subcontractor not selected by
  PRA;

            


    

    
      	
               
      

            	
              iv.

            	
              delay
      in shipment of study drug, clinical samples and/or clinical
      supplies;

            


    

    
      	
               
      

            	
              v.

            	
              delay
      due to changes in standard of care imposed by law, regulation or changes
      in medical practice affecting participating
  sites;

            


    

    
      	
               
      

            	
              vi.

            	
              delay
      by reason of force majeure as defined
herein;

            


    

    
      	
               
      

            	
              vii.

            	
              Sponsor
      requested changes to the Services or
protocol;

            


    

    
      	
               
      

            	
              viii.

            	
              delays
      due to questions received by either party from regulatory agencies or
      ethics committees regarding submission materials that relate to
      characteristics of the study drug or protocol
  design;

            


    

    
      	
               
      

            	
              ix.

            	
              delays
      due to any changes in applicable law or regulatory environment;
      or

            


    

    
      	
               
      

            	
              x.

            	
              changes
      for any other reason agreed upon in writing by
  Sponsor.

            


    

     

    
      
        
          
            	 
      	
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                  Master Agreement for Clinical Trials Management
      Services       
  

                
	
                  IDENIX PHARMACEUTICALS,
      Inc.        

                
	 
      


        

      

    

     

    
      	
              2.3

            	
              Project
      Staffing

            


    

    


    In
performing the Services, PRA will assign personnel who are adequately trained,
qualified and experienced to conduct the work as specified in a Task
Order.  Sponsor may make reasonable requests for replacement of
assigned personnel for cause, such as unsatisfactory performance or
interpersonal conflicts.  PRA will promptly respond to any such
request and make reasonable efforts to correct the situation in order to improve
performance, or to provide a replacement, at its own expense, within a mutually
agreeable timeframe.

    


    
      	
               
      

            	
              a.

            	
              Key
      Personnel.  PRA will assign a PRA Project Manager and
      other employees whose participation in a project is required for the
      duration of the project, who will serve as Key Personnel.  Key
      Personnel may include, without limitation, Lead Clinical Research
      Associates, Lead Data Managers, Medical Monitors and Lead
      Biostatisticians.  PRA will provide [**] days notice to Sponsor,
      whenever practical, of any changes to the Key Personnel.  PRA
      will provide project-specific training to replacement Key Personnel at its
      own expense.

            


    

    


    
      	
               
      

            	
              b.

            	
              Project
      Team.  PRA will assign non-Key Personnel at its sole
      discretion, from one or more of its offices located worldwide, as needed
      to perform the Services in accordance with the Task
  Order.

            


    

    


    
      	
               
      

            	
              c.

            	
              Use of Contract
      Employees.  PRA may, at its own discretion, assign some
      elements of the Services to contract employees.  PRA agrees that
      any contract employees used to perform the Services will be adequately
      qualified, experienced and trained as required to perform the Services in
      the same manner as PRA qualifies and trains its own
      employees.  PRA will remain responsible for satisfactory
      performance of all Services performed by contract
    employees.

            


    

    


    
      	
              2.4

            	
              Use
      of Subcontractors

            


    

    


    PRA may
use Subcontractors to conduct some elements of a Task Order.  PRA will
notify Sponsor in advance of its use of Subcontractors.  PRA shall not
subcontract or assign any Services or its obligations under this Agreement or a
Task Order without the prior written consent of Sponsor. In the event that
Sponsor objects, for reasonable cause, to any such PRA Subcontractors, PRA will
replace the Subcontractor within a mutually agreeable timeframe.

    


    
      	
               
      

            	
              a.

            	
              Sponsor-Selected
      Subcontractors.  In the event that Sponsor requires PRA
      to use a specific Subcontractor, PRA will not be responsible for the
      performance of the Subcontractor, and Sponsor will manage the performance
      of the Subcontractor and be responsible for any delays or changes to the
      Project Schedule or Project Budget that result from the performance of the
      Subcontractor.  PRA will notify Sponsor promptly of any
      performance issues arising out of the use of any such
      Subcontractors.  If Sponsor engages a Subcontractor, but
      requires that PRA manage or oversee the performance of the Subcontractor,
      then Sponsor will supply PRA with a copy of the relevant contract with the
      Subcontractor.

            


    

    


    
      	
               
      

            	
              b.

            	
              PRA-Selected
      Subcontractors.  For Subcontractors selected and
      contracted directly by PRA, PRA will be responsible for requiring that any
      subcontractor performing Services will comply with all the terms and
      conditions of this Agreement and the relevant Task Order and agrees to
      manage the performance of the
Subcontractor.

            


    

    
       

      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
              2.5

            	
              Applicable
      Standards

            


    

    


    The
Parties agree that PRA will provide the operational systems, processes and
standard operating procedures to be used in performance of the Services unless
specified otherwise in the Project Specifications.  All Services will
be conducted in accordance with GCP and applicable laws and
regulations.

    


    
      	
              2.6

            	
              Sponsor-Provided
      Systems

            


    

    


    In the
event that Sponsor requires PRA to use Sponsor’s information systems and
associated processes, Sponsor will be responsible for all reasonable costs
associated with installation and operation of the systems, including costs for
hardware and software licenses, and for training of PRA personnel assigned to
the project in the use of Sponsor system(s).

    


    
      	
              3.0

            	
              PAYMENT

            


    

    


    The
Parties agree that the fees and other reimbursements that PRA will receive for
performing the Services hereunder will be outlined in each Task Order and are
subject to the following terms and conditions.

    


    
      	
              3.1

            	
              Compensation
      for Services

            


    

     

    
      For
Services provided, Sponsor will pay PRA in accordance with the terms in this
section of the
Agreement and each applicable Task Order.  The timing and frequency of
payments will be
governed by the payment schedule detailed in each Task
Order.

    

    


    
      	
              3.2

            	
              Pass-Through
      Budget

            


    

    


    
      	
               
      

            	
              a.

            	
              Pass-Through
      Expenses.  In order to provide
      funding for pass-through expenses, exclusive of investigator grants
      described below, Sponsor will make an advance payment to PRA of an amount
      agreed to by the parties in the Task Order immediately upon execution of a
      Task Order.  PRA will submit to Sponsor monthly invoices for
      amounts incurred during the relevant billing period.  The
      advance payment will be retained by PRA until the completion of the
      Services, at which time a reconciliation of expenses will be done to
      ensure that Sponsor pays for only those expenses actually incurred. The
      above advance payment will then be applied to the final invoice, if
      unpaid, and any remaining advance payment will be refunded to Sponsor
      within [**] days from the date of the final
      reconciliation.

            


    

    


    
      	
               
      

            	
              b.

            	
              Subject
      to the prior written approval of Sponsor, Sponsor shall reimburse PRA for
      reasonable out-of-pockets costs and expenses related to travel that are
      actually incurred and paid by PRA and necessary for the performance of the
      Services described above.  Payment of such costs and expenses
      shall be contingent upon the provision by PRA of a summary of receipts or
      reasonably detailed supporting
documentation

            


    

    
       

      
        
          
            
              	 
      	
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                  Master Agreement for Clinical Trials Management
      Services       
  

                
	
                  IDENIX PHARMACEUTICALS,
      Inc.        

                
	 
      


        

      

    

     

    
      	
              3.3 

            	
              Investigator
      Grants and Reconciliation.

            


    

    


    
      	
               
      

            	
              In
      order to provide for timely payments to Investigators, Sponsor will make
      an advance payment to PRA of an amount agreed to by the parties upon
      execution of a Task Order.  PRA will submit to Sponsor quarterly
      invoices in advance for estimated amounts to be paid to Investigators to
      be incurred in the upcoming quarter to ensure that adequate funds are
      available to pay such expenses.  Sponsor agrees that PRA will
      not make payments to Investigators without sufficient funds
      available.  The advance payment will be retained by PRA until
      the completion of the Services, at which time a reconciliation of expenses
      will be done to ensure that Sponsor pays for only those expenses actually
      incurred. The above advance payment will then be applied to the final
      invoice, if unpaid, and any remaining advance payment will be refunded to
      Sponsor within [**] days from the date of the final reconciliation.

            


    

    


    
      	
              3.4

            	
              Invoices

            


    

    


    
      	
               
      

            	
              a.

            	
              Invoices
      for Services and pass-through expenses will be submitted in accordance
      with the Payment Schedule associated with the relevant Task Order and will
      be prepared monthly, or as frequently as necessary.  Any final
      payments specified in the Task Order will be invoiced upon completion of
      the project and delivery to Sponsor of any final study databases, reports
      or other deliverables as specified in the Project
      Specifications.  If a final payment is specified in a Task
      Order, it will be due within [**] days of Sponsor’s receipt of invoice
      unless Sponsor notifies PRA in writing of any deficiencies in the
      Services.  PRA will correct any such deficiencies within [**]
      days of notice and will resubmit the final invoice to Sponsor immediately
      upon final shipment of the corrected project
    deliverable(s).

            


    

    


    
      	
               
      

            	
              b.

            	
              All
      invoices under this Agreement will be forwarded to the Sponsor
      representative designated in the relevant Task
  Order.

            


    

    


    
      	
               
      

            	
              c.

            	
              All
      payments under this Agreement will be remitted to the PRA affiliate named
      in the Task Order, to the address and in the manner set forth in the
      Payment Schedule of the applicable Task
Order.

            


    

    


    
      	
              3.5

            	
              Payment
      Terms

            


    

    


    Sponsor
agrees to pay for Services and pass-through expenses in accordance with the
Payment Schedule outlined in each Task Order or associated
Amendment.  Sponsor will pay for all Services, pass-through expenses
and other correctly invoiced items within [**] days of receipt of
invoice.  All payments will be made in the currency noted in the
Payment Schedule of the Task Order.  All fees for Services and
pass-through expenses are exclusive of VAT (including non-refundable VAT), local
taxes, charges or remittance fees, which Sponsor will pay when
applicable.  PRA reserves the right to charge interest against any
unpaid overdue balance a the rate of [**] percent ([**]%) per month, except
against amounts reasonably withheld by Sponsor due to PRA’s failure to provide
Services in accordance with the applicable Task Order.

     

    
      
        
          
            	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
              3.6

            	
              Project
      Delays

            


    

    


    
      	
               
      

            	
              a.

            	
              Postponement
      of Early Development Services is addressed in Exhibit A-1 attached
      hereto.

            


    

    


    
      	
               
      

            	
              b.

            	
              For
      product registration studies, in the event that Sponsor requests temporary
      cessation of work due to clinical holds imposed by regulatory authorities
      or any other reason, Sponsor agrees that certain activities, such as site
      maintenance and database maintenance, may continue during the delay and
      Sponsor will pay the expenses associated with this
      maintenance.  In addition, during the period of delay, Sponsor
      will have the option to request that PRA hold the Key Personnel, for up to
      [**] days, so that they remain available to re-initiate work immediately
      upon notice by Sponsor.  During such period, Sponsor will pay to
      PRA a monthly fee equal to the [**].  In the event of a project
      delay where Sponsor does not agree to hold the Key Personnel, PRA may
      re-assign the staff to other
projects.

            


    

    


    
      	
               
      

            	
              c.

            	
              The
      Parties will cooperate with one another in fulfilling their respective
      obligations under this Agreement and each Task Order issued hereunder. The
      Parties agree that, in certain instances, timely and complete performance
      depends upon cooperation between PRA and Sponsor. Therefore, in the event
      PRA does not meet a Milestone which is attributable
  to:

            


    

    


    
      	
               
      

            	
              i.

            	
              Any
      event or circumstance described in Section 2.2(a);
  or

            


    

    


    
      	
               
      

            	
              ii.

            	
              Sponsor’s
      failure to cooperate with PRA in the performance of Services undertaken by
      PRA within the timelines and budget provided for in the affected Task
      Order; or

            


    

    


    
      	
               
      

            	
              iii.

            	
              Sponsor’s
      failure to perform its obligations under this Agreement, or any affected
      Task Order,

            


    

    


    then PRA
will not be accountable for such delay and the Parties will make appropriate
modifications to the Project Specifications, Project Schedule, Budget for
Services and/or Pass-Through Budgets attached to the affected Task Order,
pursuant to Section 2.2.

    


    
      	
              3.7

            	
              Currency
      Management.

            


    

    The
Parties agree that neither should receive a material benefit or detriment from
currency exchange rate fluctuation between the currencies in which costs are
incurred, and the currencies for pricing or invoicing and payment.

     

    
      
        
          
            	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    a. Fees
for Services.  Sponsor acknowledges that, due to fluctuations in
currency exchange rates, PRA’s actual fees may be greater or lesser than the
budgeted amounts contained in a Task Order.  If the fees for Services
in currencies other than the currency used in the Budget for Services exceed
$[**] PRA may calculate a foreign currency exchange adjustment.

    


    b.
Expenses. For pass-through expenses and investigator payments, conversion from
the currency in which the payment is made to the contract currency will occur at
the time the transaction is processed using daily exchange rates provided by
TheFinancials.com. These transaction dates and exchange rates used will be
provided with each invoice for pass through expenses and upon request for
investigator payments.

    


    c. In
Early Development Services the Study budget will be agreed upon in the currency
of the country where the Study will be performed, provided however, if an
exchange rate fluctuation mechanism is applicable the mechanism will be set out
in the Task Order.

    


    
      	
              4.0

            	
              Term
      and Termination

            


    

    


    
      	
              4.1

            	
              Term

            


    

    


    Unless
earlier terminated according to Section 4.2, 4.3, or 4.4 below, this Agreement
will remain in effect for an initial term of two (2) years from the Effective
Date, and thereafter will renew automatically for successive terms of one (1)
year unless either party notifies the other party of termination of the
Agreement no later than sixty (60) days prior to renewal hereof.  In
the event of non-renewal by either party, the term of this Agreement applicable
under any outstanding Task Order will continue until completion of the Services
described in such Task Order or appropriate termination of the Task
Order.

    


    
      	
              4.2

            	
              Termination
      without Cause

            


    

    


    The
Sponsor may terminate the Agreement or any Task Order issued hereunder pursuant
to CCMO Guidelines 2009 and upon sixty (60) days written notice to PRA. Should
Sponsor terminate this Agreement or a Task Order without cause, the termination
process and associated fees will be as follows:

    


    
      	
               
      

            	
              a.

            	
              Sponsor
      and PRA will meet within thirty (30) days of PRA’s receipt of such
      termination notice to develop a plan for (a) closing down administration
      of this Agreement or (b) closing down the Study which is the subject of
      the terminated Task Order, which will include transferring any remaining
      tasks or other responsibilities to Sponsor or its
  designee.

            


    

    


    
      	
               
      

            	
              b.

            	
              Sponsor
      will pay five (5%) of the remaining unpaid total Budget for Services
      attached to the terminated Task Order, or such other amount as is
      specified in a Task Order, as a termination fee for early termination of a
      Task Order provided that in no instance shall such amount be in excess of
      $[**] U.S.D. Any and all deposits previously paid by Sponsor shall be
      returned to Sponsor within [**] days of such
  termination.

            


    

    
       

      
        
          
            
              	 	
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      10 of 41

                    


            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
               
      

            	
              c.

            	
              In
      addition to the termination fee described in this Section, Sponsor will
      also pay to PRA the actual costs incurred in providing the Services and
      the pass-through expenses incurred in the performance of the terminated
      Task Order, as well as the actual costs and the pass-through expenses
      incurred in the course of winding down or closing out the terminated Task
      Order.

            


    

    


    
      	
              4.3

            	
              Termination
      by Sponsor for Cause

            


    

    


    Failure
of PRA to comply with any of the material terms or conditions of this Agreement
or any Task Order will entitle Sponsor to give written notice of default via
certified/return receipt mail or overnight courier to ensure receipt by
PRA.  If PRA does not cure the default within [**] days of receipt of
notice (or for such reasonable amount of time thereafter if the default is not
susceptible of cure within [**] days), this Agreement may be terminated by
Sponsor, which will not be obligated to pay the early termination fees pursuant
to Section 4.2 above.  Provided, however, that Sponsor will pay PRA
for all Services rendered and pass-through expenses incurred pursuant to this
Agreement or any terminated Task Order.  Assuming termination is not
based upon PRA’s failure to comply with any of the material terms or conditions
of this Agreement or any Task Order, Sponsor will also pay for Services and
pass-through expenses necessary to conduct an orderly winding down of the
administration of this Agreement, or any terminated Task Order, which amount
will not exceed the remaining unpaid balance of the Budget for Services of the
Task Order, unless special circumstances warrant otherwise.  As soon
as practicable following receipt of notice of termination under this Section
4.3, PRA will submit an itemized accounting of pass-through expenses and costs
incurred, costs anticipated, and payments received in order to determine a
balance to be paid by either party to the other.  Such balance will be
paid by Sponsor within [**] days of completion of work. Any and all advance
payments previously paid by Sponsor and not used by PRA shall be returned to
Sponsor within [**] days of such termination.


    


    
      	
              4.4

            	
              Termination
      by PRA for Cause

            


    

    


    Failure
of Sponsor to comply with any of the material terms or conditions of this
Agreement or to respond to PRA’s inquiries or requests for information will
entitle PRA to give written notice of default via certified/return receipt mail
or overnight courier to ensure receipt by Sponsor.  If Sponsor does
not cure the default within [**] days of receipt of notice (or for such
reasonable amount of time thereafter, if the default is not susceptible of cure
within [**] days), this Agreement may be terminated by PRA, which will cease
performance of Services.  The cessation of Services in accordance with
this Section will not be a default of performance obligations by PRA, nor will
it be a breach of this Agreement or any Task Order.  Sponsor will pay
to PRA all amounts due and owing for Services performed, pass-through expenses
incurred, costs associated with winding down activities and the early
termination fee, described in Section 4.2 above, as well as any late fees which
may be due, pursuant to Section 3.5 above.

    
       

      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

    

    


    If in the
reasonable assessment of PRA, its continued performance of the Services
contemplated by this Agreement or any Task Order could constitute a potential or
actual violation of legal, regulatory, ethical or scientific standards, then PRA
may terminate this Agreement or any Task Order by giving written notice stating
the effective date (which may not be less than sixty [60] days from the notice
date) of such termination.  The parties shall use all reasonable
efforts to rectify the alleged violation prior to the end of the sixty (60) day
notice period.

    


    
      	
              4.5

            	
              Termination
      for Other Reasons

            


    

    


    Either
party may terminate this Agreement and all Task Orders hereunder, effective
immediately upon written notice to the other party, if the other party: (i)
files a voluntary petition in bankruptcy or has an involuntary bankruptcy
petition filed against it, which is not dismissed within thirty (30) days after
its institution, (ii) is adjudged as bankrupt, (iii) becomes insolvent,
(iv) has a receiver, trustee, conservator or liquidator appointed for all or a
substantial part of its assets, (v) ceases to do business, (vi) commences any
dissolution, liquidation or winding up, or (vii) makes an assignment of its
assets for the benefit of its creditors.

    


    
      	
              4.6

            	
              Survival

            


    

    


    Expiration
or termination of this Agreement will not relieve the Parties of any obligation
accruing prior to such expiration or termination.  In addition, the
Sections on Payment, Term and Termination, Representations and Warranties,
Debarment Certification, Disposition of Computer Files and Study Materials,
Ownership and Confidentiality, Indemnification, and Employees as well as any
other sections which by their nature should survive, will survive expiration or
termination of this Agreement for ten (10) years.

    


    
      	
              5.0

            	
              Representations
      and Warranties

            


    

    


    
      	
              5.1

            	
              Acknowledgments

            


    

    


    Sponsor
acknowledges and agrees that the results of the Services to be provided
hereunder are inherently uncertain and that, accordingly, there can be no
assurance, representation or warranty by PRA that the drug, compound, device or
other material which is the subject of research covered by this Agreement or any
Task Order issued hereunder can, either during the term of this Agreement or
thereafter, will be successfully developed or, if so developed, will receive the
required approval by the United States Food and Drug Administration (“FDA”) or
other regulatory authority.


    


    5.2           Mutual
Representations

    


    Each of
the Parties represents, warrants and covenants to the other that: (a) it is a
corporation duly incorporated, validly existing and in good standing; (b) it has
taken all necessary actions on its part to authorize the execution, delivery and
performance of the obligations undertaken in this Agreement, and no other
corporate actions are necessary with respect thereto; (c) it is not a party to
any agreement or understanding and knows of no law or regulation that would
prohibit it from entering into and performing this Agreement; (d) when executed
and delivered by it, this Agreement will constitute a legal, valid and binding
obligation of it, enforceable against it in accordance with this Agreement’s
terms; (e) it is duly licensed, authorized or qualified to do business and is in
good standing in every jurisdiction in which a license, authorization or
qualification is required for it to perform its obligations under this
Agreement; (f) it will perform its obligations hereunder in accordance with
current industry standards, the terms of this Agreement and any Task Order
issued hereunder; (g) it will perform its obligations hereunder in accordance
with all applicable federal, international, state or local law or regulation;
(h) performance of its obligations hereunder will not infringe or violate the
rights of any third party including but not limited to property, contractual,
employment, trademark, trade
secrets, copyright, patent, proprietary information and non-disclosure rights;
and (i) it will not enter into any other agreements which would interfere or
prevent performance of the obligations described herein.

     

    
      
        
          
            	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
              5.3

            	
              Representations
      and Warranties of Sponsor

            


    

    


    
      	
               
      

            	
              a.

            	
              Sponsor
      represents and warrants that it has the right, title and interest in the
      drug, compound, device or other material which is the subject of research
      covered by this Agreement or any Task Order (whether such right, title and
      interest is held solely by Sponsor or jointly with others) and that it has
      the legal right, authority and power to enter into this Agreement, and to
      perform any clinical trial which is the subject of a Task Order issued
      hereunder.

            


    

    


    
      	
               
      

            	
              b.

            	
              If
      Sponsor requires PRA to use MedDRA to code, analyze or report data for a
      Study, Sponsor represents and warrants that it has a current and valid
      license agreement with the Maintenance and Support Services Organization
      (“MSSO”) to use MedDRA.  Furthermore, if PRA is required to use
      WHO Drug, WHO Herbal or WHO ART for coding of data, Sponsor warrants and
      represents that it has a current and valid license agreement with The
      Uppsala Monitoring Centre for the dictionaries which PRA will be required
      to use.  If Sponsor does not currently have such licenses, it
      represents and warrants that such licenses will be in place prior to PRA’s
      delivery of data which is coded using these dictionaries. PRA will not be
      liable to Sponsor for use of data coded without proper licensing, and
      Sponsor will hold PRA harmless in these
  occasions.

            


    

    


    
      	
               
      

            	
              c.

            	
              Sponsor
      further warrants and represents that for any software application,
      computer system or program that is required to be used by PRA in the
      performance of Services to which PRA does not hold a license at the
      commencement of this Agreement or the relevant Task Order, Sponsor will
      have acquired and will maintain current and valid licenses which are
      necessary for the use of such applications or programs, and that PRA’s use
      of such applications or programs will not subject PRA to any liability for
      such use.

            


    

    


    
      	
              5.4

            	
              Representations
      and Warranties of PRA

            


    

    


    
      	
               
      

            	
              a.

            	
              PRA
      represents and warrants that the personnel assigned to perform Services
      rendered under this Agreement will be capable professionally. PRA
      represents and warrants that the Services provided under this Agreement
      will be of commercially reasonable quality in accordance with any
      specifications or requirements set forth in a Task Order and will be
      performed in a professional, diligent and safe manner in accordance with
      industry standards.

            


    

    
       

      
        
          
            
              	 
      	
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                  Master Agreement for Clinical Trials Management
      Services       
  

                
	
                  IDENIX PHARMACEUTICALS,
      Inc.        

                
	 
      


        

      

    

    


    
      	
               
      

            	
              b.

            	
              PRA
      further represents and warrants that it will make available to Sponsor or
      to the responsible regulatory authority relevant records, programs, and
      data as may be reasonably requested by Sponsor for purposes related to
      filing and prosecution of Sponsor's related new drug
      applications.

            


    

    


    
      	
               
      

            	
              c.

            	
              PRA's sole obligation
      for material breach of a representation and warranty set out in this
      Section will be to correct or replace that portion of the Services that
      fails to materially conform
thereto.

            


    

    


    
      	
               
      

            	
              d.

            	
              On [**] basis PRA shall
      submit to Sponsor financial statements, including but not limited to, a
      balance sheet, a statement of operations and a statement of cash flows and
      all notes thereto (the "Statements").  The Statements shall be
      audited and such proof of audit shall be provided to Sponsor. 
      Sponsor shall review such Statements and return them to PRA within
      [**] days
      of receipt.  The Statements are considered PRA Information and
      subject to the provisions of Section 10.2
  below.

            


    

    


    5.5           No
Other Warranties

    


    The
parties’ warranties and representations contained in this Agreement are in lieu
of all other warranties expressed or implied.

    


    
      	
              6.0

            	
              Debarment
      Certification

            


    

    
      	
               
      

            	
              a.

            	
              PRA
      certifies that it has not been debarred under Section 306 of the Federal
      Food, Drug, and Cosmetic Act, 21 U.S.C. §335a(a) or
      (b) or any equivalent local law or regulation.  In the event
      that PRA becomes debarred, PRA agrees to notify Sponsor
      immediately.

            


    

    


    
      	
               
      

            	
              b.

            	
              PRA
      certifies that it has not and will not use in any capacity the services of
      any individual, corporation, partnership, or association which has been
      debarred under Section 306 of the Federal Food, Drug and Cosmetic Act, 21
      U.S.C §335a (a) or
      (b) or any equivalent local law or regulation.  In the event
      that PRA becomes aware of or receives notice of the debarment of any
      individual, corporation, partnership, or association providing services to
      PRA, which relate to the Services being provided under this Agreement, PRA
      agrees to notify Sponsor
immediately.

            


    

    
       

      
        
          
            
              	 
      	
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                  Master Agreement for Clinical Trials Management
      Services       
  

                
	
                  IDENIX PHARMACEUTICALS,
      Inc.        

                
	 
      


        

      

    

     

    
      	
              7.0

            	
              Inspections

            


    

    


    
      	
              7.1

            	
              Inspection
      by Sponsor

            


    

    


    During
the term of this Agreement, PRA will permit representatives of Sponsor who are
not competitors of PRA to examine, at a reasonable time during normal business
hours and subject to at least [**] days prior written notice to PRA: (i) the
facilities where the Services are being, will be or have been conducted; (ii)
instrumentation and procedures being used by PRA to complete any Task Order;
(iii) related study documentation, the data generated for a Task Order,
including notes, schedules, written reports or other work product which may
document work done and results achieved, as well as quality assurance records;
and (iv) any other relevant information necessary for Sponsor to confirm that
the Services are being or will be or have been conducted in conformance with
applicable standard operating procedures, the specific Task Orders, this
Agreement and in compliance with applicable laws and regulations.  PRA
will provide copies of any materials reasonably requested by Sponsor during such
inspection.

    


    
      	
              7.2

            	
              Inspection
      by Regulatory Authorities

            


    

    


    During
the term of this Agreement, each party will permit regulatory authorities to
examine, (i) the facilities where the Services are being conducted; (ii) study
documentation; and (iii) any other relevant information, including information
that may be designated by one or both of the Parties as confidential, reasonably
necessary for regulatory authorities to confirm that the Services are being
conducted in compliance with applicable laws and regulations.  Each
party will immediately notify the other if any regulatory authority schedules,
or without scheduling, begins an inspection that relates to the Services or the
Parties’ respective obligations hereunder.

    


    If any
one of Sponsor’s Task Orders is the subject of any part of an inspection,
Sponsor shall be informed of the inspection immediately, and shall be accorded
the opportunity to be present for such inspection, if time
permits.  If the regulatory agency issues a written inspectional
observation of PRA’s facilities or its general laboratory practices, which may
be involved in the Services, or on any part of a Sponsor’s Task Order, a copy of
this written observation along with PRA’s response will be provide to Sponsor
immediately.

    


    
      	
              7.3 

            	
              Inspections
      of Trial Site(s) by PRA

            


    

    


    In
connection with PRA’s provision of Services as specified in this Agreement and
any associated Task Order, PRA may conduct monitoring visits and/or inspections
of Trial Sites.  Based on PRA’s observations during such Trial Site
visits and inspections, PRA may decide: (i) that enrollment should be suspended
at the Trial Site; (ii) that a Trial Site’s non-compliance needs to be reported
to Sponsor and/or regulatory authorities; and/or (iii) Trial Site’s
participation in a Study needs to be terminated.  Upon such a
determination, PRA will present to Sponsor a basis for its decision. If Sponsor
disagrees with the basis for PRA’s decision, PRA will assign its contract with
the Trial Site to Sponsor and Sponsor agrees to accept such assignment and to be
responsible for all contractual duties and obligations to the Trial
Site.

    


    
      	
              8.0

            	
              Disposition
      of Computer Files and Study
Materials

            


    

    


    PRA will
take reasonable and customary precautions, including periodic backup of computer
files, to prevent the loss or alteration of Sponsor's study data, documentation,
and correspondence.  In no event shall PRA dispose of any data or
other information obtained or generated in the course of providing the Services
hereunder without giving Sponsor [**] days’ prior written notice of its intent
to do so.  Upon termination of this Agreement, and notice to Sponsor
PRA will dispose of Sponsor computer-stored files and study materials according
to PRA's internal standard operating procedures; with evidence of destruction
provided to Sponsor. Sponsor may communicate any special request for the
disposition of materials in writing to PRA.  Sponsor will bear all
costs incurred by PRA in complying with any such written instructions furnished
by Sponsor.  PRA will provide a written estimate to Sponsor, and
Sponsor will provide written approval, of all such costs prior to any action by
PRA.

    
       

      
        
          
            
              	 
      	
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                  Master Agreement for Clinical Trials Management
      Services       
  

                
	
                  IDENIX PHARMACEUTICALS,
      Inc.        

                
	 
      


        

      

    

    


    
      	
              9.0

            	
              Ownership
      of data and intellectual property

            


    

    


    All data
(including without limitation, written, printed, graphic, video and audio
material, and information contained in any computer database or computer
readable form) generated by PRA in the course of conducting the Services (the
“Data”) and related to the Services will be Sponsor’s property.  Any
copyrightable work created in connection with performance of the Services and
contained in the Data will be considered work made for hire, whether published
or unpublished, and all rights therein will be the property of Sponsor as
employer, author and owner of copyright in such work.

    


    PRA
understands and agrees that the underlying rights to the intellectual property
and materials that are the subject of each Task Order, including, without
limitation, all intellectual property rights in Sponsor’s drug candidates or
products, are owned solely by Sponsor.  Neither PRA, its Affiliates
nor any of their respective Subcontractors will acquire any rights of any kind
whatsoever with respect to Sponsor’s drug candidates or products as a result of
conducting Services hereunder.  All rights to any know-how, trade
secrets, developments, discoveries, inventions or improvements (whether or not
patentable) conceived or reduced to practice in the performance of work
conducted under this Agreement by PRA’s or its Affiliates’ employees, or
independent contractors, either solely or jointly with employees, agents,
consultants or other representatives of Sponsor (the “Intellectual Property”),
will be owned solely by Sponsor.  PRA, its Affiliates and their
respective employees and Subcontractors will sign and deliver to Sponsor all
writings and do all such things as may be necessary or appropriate to vest in
Sponsor all right, title and interest in and to such Intellectual
Property.  PRA will promptly disclose to Sponsor any such Intellectual
Property arising under this Agreement.  Sponsor may, in its sole
discretion, file and prosecute in its name and at its expense, patent
applications on any patentable inventions within the Intellectual
Property.  Upon the request of Sponsor, and at the sole expense of
Sponsor, PRA will assist Sponsor in the preparation, filing and prosecution of
such patent applications and will execute and deliver any and all instruments
necessary to effectuate the ownership of such patent applications and to enable
Sponsor to file and prosecute such patent applications in any
country.

    


    Notwithstanding
the foregoing, Sponsor agrees that PRA possesses or may in the future possess
analytical methods, computer technical expertise and software, which have been
independently developed by PRA and which will remain the sole and exclusive
property of PRA, except to the extent that improvements or modifications
include, incorporate or are based upon Sponsor's information. Improvements or
enhancements made to PRA’s processes or methods which are independently
developed incidental to the provision of Services hereunder will remain the sole
property of PRA. Sponsor may use this information of PRA free of charge for
interpretation purposes or regulatory authorities’ purposes or for any purposes
that are appropriate within the scope of this Agreement. Any improvement on
information of Sponsor will remain the sole property of Sponsor.

     

    
      
        
          
            	 
      	
                    CONFIDENTIAL

                  	
                    Page
      16 of 41

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
              10.0 

            	
              Confidential
      Information

            


    

    


    
      	
              10.1

            	
              Sponsor
      Confidential Information

            


    

    


    
      	
               
      

            	
              a.

            	
              Sponsor
      may disclose confidential information to PRA during the course of this
      Agreement.  All information provided by or on behalf of Sponsor
      or data collected by PRA during the performance of the Services is deemed
      to be the confidential information of Sponsor and is hereinafter referred
      to as “Sponsor Information”.  PRA will not disclose Sponsor
      Information to any person other than its employees, agents, Investigators,
      Trial Sites and independent contractors involved in the Services or use
      any such information for any purpose other than the performance of
      Services without the prior written consent of
  Sponsor.

            


    

    


    
      	
               
      

            	
              b.

            	
              PRA
      will ensure that it and its Affiliates’ employees, agents, Investigators,
      Trial Sites and independent contractors involved in the Services will
      comply with terms substantively similar to the confidentiality provisions
      of this Agreement.  PRA will disclose only the Sponsor
      Information to those of its employees, agents, Investigators, Trial Sites
      and independent contractors who reasonably need to know the Sponsor
      Information.  PRA further agrees to take all practicable steps
      to ensure that the Sponsor Information will not be used by its directors,
      officers or employees, except on like terms of confidentiality as
      aforesaid, and will be kept fully private and confidential by
      them.

            


    

    


    
      	
               
      

            	
              c.

            	
              PRA
      will exercise due care to prevent the unauthorized disclosure and use of
      Sponsor Information associated with the Services.  PRA agrees
      that it will use any Sponsor Information only for purposes of providing
      Services to Sponsor hereunder and for no other purpose without the prior
      written consent of Sponsor.

            


    

    


    
      	
               
      

            	
              d.

            	
              This
      confidentiality, nondisclosure and nonuse provision will not apply to
      Sponsor Information that PRA can demonstrate by competent
      evidence:

            


    

    


    
      	
               
      

            	
              i.

            	
              was
      known by PRA before initiation of the Services or which is independently
      discovered, after the initiation of the Services, without the aid,
      application or use of Sponsor Information, as evidenced by written
      records;

            


    

    


    
      	
               
      

            	
              ii.

            	
              was
      in the public domain at the initiation of the Services or subsequently
      became publicly available through no fault or action of PRA;
      or

            


    

    


    
      	
               
      

            	
              iii.

            	
              was
      disclosed to PRA on a non-confidential basis by a third party authorized
      to disclose it.

            


    

     

    
      
        
          
            	 
      	
                    CONFIDENTIAL

                  	
                    Page
      17 of 41

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
               
      

            	
              e.

            	
              In
      no event will either party be prohibited from disclosing confidential
      information of the other party to the extent required by law to be
      disclosed, provided that the disclosing party provides the non-disclosing
      party with written notice thereof, prior to disclosure, to the extent
      reasonably practicable, discloses only what is required to be disclosed by
      law or regulation, and, at the non-disclosing party’s request and expense,
      cooperates with the non-disclosing party’s efforts to obtain a protective
      order or other confidential treatment of the confidential information
      required to be disclosed.

            


    

    


    
      	
               
      

            	
              f.

            	
              Subject
      to CCMO Guidelines 2009, PRA shall not publish any articles or make any
      presentations relating to the Services, Sponsor Information or referring
      to data generated as part of the Services, in whole or in part, without
      the prior written consent of
Sponsor.

            


    

    


    
      	
              10.2

            	
              PRA
      Confidential Information

            


    

    


    Sponsor
agrees that all business processes, contract terms, prices, procedures,
policies, methodologies, systems, computer programs, software, applications,
databases, proposals and other documentation generally used by PRA and not
developed solely for Sponsor are the exclusive proprietary and confidential
property of PRA (hereinafter “PRA Information”) or the third parties from whom
PRA has secured the right of use.  Sponsor agrees that all PRA
Information, along with any improvement, alteration or enhancement made thereto
during the course of the Services, will be the exclusive proprietary and
confidential property of PRA, and will be subject to the same degree of
protection as is required of PRA to protect Sponsor Information.

    


    
      	
              10.3

            	
               

            	
              Return or Destruction of
      Information

            


    

    


    At the
conclusion of a Study, PRA will deliver to Sponsor all Sponsor Information in
its possession unless Sponsor directs otherwise.  Upon the written
request of the Sponsor, PRA shall either destroy; with evidence of destruction
provided to Sponsor or return to the Sponsor the Sponsor
Information.  PRA shall use all reasonable efforts to destroy all
notes, summaries, analyses and reports made by PRA’s employees, agents and
consultants containing such Sponsor Information.  Provided, however,
that PRA shall be entitled to retain in confidence under this Agreement,
including without limitation Paragraph 2: (i) one (1) archived copy of Sponsor
Information and all materials created by PRA and containing Sponsor Information,
including without limitation notes and memoranda, solely for the purpose of
administering PRA’s obligations under this Agreement; and (ii) Sponsor
Information contained in PRA’s electronic back-up files that are created in the
normal course of business pursuant to PRA’s standard protocol for preserving its
electronic records.

    


    
      	
              11.0

            	
              Publicity

            


    

    


    Sponsor
may use, refer to and disseminate reprints of scientific, medical and other
published articles which disclose the name of PRA consistent with applicable
international copyright laws, provided such use does not constitute an
endorsement of any commercial product or service by PRA.  Neither
party will disclose publicly or utilize in any advertising or promotional
materials or media the existence of this Agreement or its association with the
other, or use of the other party’s name or the name of any of the other party’s
Affiliates, divisions, subsidiaries, products or investigations without the
prior written permission of the other party.  Further, either party
may make such public disclosures as it determines, based on advice of counsel,
are reasonably necessary to comply with laws or regulations.

    
       

      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
                      Page
      18 of 41

                    


            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
              12.0

            	
              Indemnification

            


    

    


    
      	
              12.1

            	
              Sponsor’s
      Agreement

            


    

    


    
      	
               
      

            	
              a.

            	
              Sponsor
      will indemnify, defend and hold harmless PRA, its Affiliates, and their
      officers, directors, agents, employees, and independent contractors
      approved by Sponsor (each an “Indemnitee”) against any claim, suit,
      action, proceeding, arbitration or investigation, pending or threatened by
      a third party (each a “Claim”) against Indemnitees based on, relating to
      or in connection with the Services and other work conducted under this
      Agreement, including but not limited to court costs, reasonable legal
      fees, awards or settlements.  PRA will promptly notify Sponsor
      upon receipt of notice of any Claim (provided that the failure to give
      such notice will not relieve Sponsor of its obligations under this Section
      except to the extent, if at all, it is prejudiced thereby) and will permit
      Sponsor's attorneys and personnel, at Sponsor's discretion and cost, to
      handle and control the defense of any such Claim.  In the event
      that representation of PRA and Sponsor by the same counsel is a conflict
      of interest for such counsel, PRA may select its own independent counsel,
      at Sponsor’s expense, without relieving Sponsor of its obligations under
      this Section.

            


    

    


    
      	
               
      

            	
              b.

            	
              Under
      no circumstances, however, will Sponsor accept liability, settle or
      otherwise compromise any Claims without prior written consent of
      PRA.  PRA will fully cooperate and aid in any such
      defense.

            


    

    


    
      	
               
      

            	
              c.

            	
              Sponsor
      will not indemnify, defend, or hold harmless PRA against any Claim to the
      extent that such Claim arose as a result of PRA’s negligence, bad faith,
      recklessness, intentional misconduct or material breach of this Agreement
      or any Task Order hereunder, or failure to act on the part of Sponsor, its
      subsidiaries, employees, agents, or subcontractors during the term of this
      Agreement.  Under such circumstances PRA will repay to Sponsor
      all reasonable defense costs incurred by Sponsor on its
      behalf.

            


    

     

    
      	
              12.2

            	
              PRA’s
      Agreement

            


    

    


    
      	
               
      

            	
              a.

            	
              PRA
      will indemnify, defend and hold harmless Sponsor and its employees,
      officers, and directors against any and all losses, costs, expenses and
      damages, including but not limited to reasonable attorney’s fees, based on
      a personal injury resulting from PRA’s negligence, intentional misconduct,
      or material breach of this Agreement or any Task Order
      hereunder.  Sponsor will promptly notify PRA upon receipt of
      notice of any claim for which it intends to seek indemnification
      hereunder, provided that the failure to give such notice will not relieve
      PRA of its obligations under this Section except to the extent, if at all,
      it is prejudiced thereby.  Sponsor will permit PRA’s attorneys
      and personnel, at PRA’s discretion and cost, to handle and control the
      defense of any such claim.  In the event that representation of
      Sponsor and PRA by the same counsel is a conflict of interest for such
      counsel, Sponsor may select its own independent counsel, at PRA’s expense,
      without relieving PRA of its obligations under this
    Section.

            


    

     

    
      
        
          
            	 
      	
                    CONFIDENTIAL

                  	
                    Page
      19 of 41

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
               
      

            	
              b.

            	
              Under
      no circumstances, however, will PRA accept liability, settle or otherwise
      compromise any claims subject to indemnification under this Section
      without prior written consent of Sponsor.  Sponsor will fully
      cooperate and aid in any such
defense.

            


    

    


    
      	
               
      

            	
              c.

            	
              PRA
      does not agree, and will have no obligation to indemnify, defend or hold
      harmless Sponsor against any claim to the extent that such claim arose as
      a result of Sponsor’s negligence, recklessness, intentional misconduct or
      material breach of this Agreement or any Task Order
      hereunder.  Under such circumstances Sponsor will repay to PRA
      all reasonable defense costs incurred by PRA on its
  behalf.

            


    

    


    
      	
              12.3

            	
              Limits
      of Liability

            


    

    


    PRA's
liability for direct damages hereunder will not exceed two times the total fees
payable by Sponsor to PRA under the applicable Task Order.  In no
event will PRA be liable to Sponsor for any indirect, incidental, special, or
consequential damages or lost profits arising out of or related to its provision
of Services to Sponsor, even if PRA has been advised of the possibility of such
damages, except to the extent that such damages result from the negligence, bad
faith, recklessness or intentional misconduct of PRA, its employees, independent
contractors or agents.

    


    
      	
              12.4

            	
              Insurance

            


    

    


    
      	
               
      

            	
              a.

            	
              Sponsor
      Insurance.  During the term of this Agreement, and for a period
      of [**] following the termination of this Agreement or completion of each
      Task Order, Sponsor shall maintain in full force and effect a policy or
      policies or self-insurance of:

            


    

    


    
      	
               
      

            	
              i.

            	
              general
      liability insurance (with product liability endorsements) with limits of
      not less than [**] Dollars ($[**]);

            


    

    


    
      	
               
      

            	
              ii.

            	
              products
      liability with limits of not less than [**] Dollars ($[**]);
      and

            


    

    


    
      	
               
      

            	
              iii.

            	
              clinical
      trials insurance in compliance with local compulsory
      requirements

            


    

    


    PRA may
from time to time request evidence confirming such insurance.

    


    
      	
               
      

            	
              b.

            	
              PRA
      Insurance.  PRA shall at all times during the term of this
      Agreement and any extended terms thereof, provide and maintain at its own
      expense, the following types of
insurance:

            


    

    


    
      	
               
      

            	
              i.

            	
              Professional
      Liability: Professional Liability covering all professional acts, errors
      and omissions in an amount of not less than [**] Dollars ($[**]) per
      occurrence and in the aggregate.

            


    

     

    
      
        
          
            	 
      	
                    CONFIDENTIAL

                  	
                    Page 20
      of 41

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          	
                  

                	
                  Master Agreement for Clinical Trials Management
      Services       
  

                
	
                  IDENIX PHARMACEUTICALS,
      Inc.        

                
	 
      


        

      

    

     

    
      	
               
      

            	
              ii.

            	
              General
      Liability: Commercial General Liability insurance against claims for
      bodily injury and property damage in an amount of not less than [**]
      Dollars ($[**]) per occurrence and in the
  aggregate.

            


    

    


    
      	
               
      

            	
              iii.

            	
              Workers
      Compensation and Employers’ Liability: To comply with the statutory
      requirements of the state(s) in which the Services are
      performed.  The policy shall include Employers’ Liability for
      not less than [**] Dollars ($[**]) per
accident.

            


    

    


    
      	
               
      

            	
              c.

            	
              General
      Terms

            


    

    


    
      	
               
      

            	
              i.

            	
              All
      policies shall be issued by one or more insurance companies rated A- VII
      or better by the BEST Rating guide or its
  equivalent.

            


    

    


    
      	
               
      

            	
              ii.

            	
              Such
      insurance may be provided on a claims-made basis (with the exception of
      workers compensation and employers’ liability), however, such insurance
      shall have a retroactive date prior to the date that any work will be
      performed pursuant to the Agreement, and shall be maintained (or shall
      have an extended reporting period) of at least [**] after the termination
      of this Agreement.

            


    

    


    
      	
               
      

            	
              iii.

            	
              In
      the event that such policies are cancelled, terminated or altered, the
      insured party shall endeavor to provide at least thirty (30) days prior
      written notice to the other party.

            


    

    


    
      	
               
      

            	
              iv.

            	
              It
      is agreed and understood that the above limits are minimum required
      amounts and are not limitations of
liability.

            


    

    


    
      	
              13.0

            	
              Independent
      Contractor Relationship

            


    

    


    PRA and
Sponsor are independent contractors.  Nothing in this Agreement will
be construed to create the relationship of partners, joint venturers, or
employer and employee between PRA and Sponsor or PRA's
employees.  Neither party, nor its employees, or independent
contractors will have authority to act on behalf of or bind the other party in
any manner whatsoever unless otherwise authorized in this Agreement or a
specific Task Order or in a separate writing signed by both
Parties.

    


    
      	
              14.0

            	
              Employees

            


    

    


    Neither
party, during the term of this Agreement and for [**] thereafter, will, without
the prior written consent of the other party, directly or indirectly solicit for
employment or contract, attempt to employ or contract with or assist any other
entity in employing, contracting with or soliciting for employment or contract
any employee or executive who is at that time employed/contracted by the other
party and who had been employed/contracted by the other party in connection with
one or more Task Orders issued hereunder.  Provided, however, that the
foregoing provision will not prevent either party from conducting solicitation
via a general advertisement for employment that is not specifically directed to
any such employee or from employing any such person who responds to such
solicitation.

    
       

      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
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      21 of 41

                    


            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
              15.0

            	
              Notices

            


    

    


    Except as
otherwise provided, all communications and notices required under this Agreement
will be mailed by first class mail or sent via nationally recognized overnight
courier to the addresses set forth below, or to such other addresses as the
Parties from time to time specify in writing.                                                              

    


    
      
        
          
            	If
      to Sponsor:	If
      to PRA:
	 	 
	
                    Idenix
      Pharmaceuticals, Inc.

                  	
                    Pharmaceutical
      Research Associates, Inc.

                  
	
                    60
      Hampshire Street

                  	
                    4130
      ParkLake Avenue

                  
	
                    Cambridge,
      MA 02139

                  	
                    Suite
      400

                  
	
                    USA

                  	
                    Raleigh,
      NC  27612

                  


          

        

      

    

    


    
      	
              16.0

            	
              Force
      Majeure

            


    

    


    If the
performance of this Agreement by PRA or Sponsor is prevented, restricted,
interfered with or delayed (either totally or in part) by reason of any cause
beyond the control of the Parties (including, but not limited to, acts of God,
explosion, disease, weather, war, insurrection, terrorism, civil strike, riots
or extensive power failure), the party so affected will, upon giving notice to
the other party as soon as is practical, be excused from such performance to the
extent of such prevention, restriction, interference or delay, provided that the
affected party will use reasonable efforts to avoid or remove such causes of
non-performance and will continue performance whenever such causes are
removed.

    


    
      	
              17.0

            	
              Governing
      Law

            


    

    


    This
Agreement will be governed in all respects by the laws of the State of Delaware,
United States of America without regard to its conflict of laws
principles.

    


    PRA is
and for the duration of this Agreement shall be in compliance with all federal,
state, local and foreign laws, governmental regulations, rules and requirements
and binding administrative and court orders (collectively "Laws") applicable to
PRA, including all Laws applicable to its provision of the
Services.

    


    
      	
              18.0

            	
              Severability

            


    

    


    If any of
the provisions or a portion of any provision of this Agreement is held to be
unenforceable or invalid by a court of competent jurisdiction, the validity and
enforceability of the enforceable portion of any such provision and/or the
remaining provisions will not be affected thereby.


     

    
      
        
          
            	 
      	
                    CONFIDENTIAL

                  	
                    Page 22
      of 41

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
              19.0

            	
              Assignment

            


    

    


    This
Agreement shall inure to the benefit and be binding upon the successors and
assigns of PRA and the Sponsor.  Sponsor may assign its rights and/or
obligations hereunder without the prior consent of PRA. PRA shall not assign its
rights and/or obligations under this Agreement without the prior written consent
of Sponsor, unless the assignment is in connection with the sale of all or
substantially all of its assets.

    


    
      	
              20.0

            	
              Waiver

            


    

    


    No waiver
of any term, provision or condition of this Agreement whether by conduct or
otherwise in any one or more instances will be deemed to be construed as a
further or continuing waiver of such term, provision or condition or of any
other term, provision or condition of this Agreement.

    


    
      	
              21.0

            	
              Entire
      Agreement

            


    

    


    This
Agreement, including all Exhibits hereto contains the full understanding of the
Parties with respect to the Services and supersedes all existing Agreements and
all other oral, written or other communications between the Parties concerning
the subject matter hereof. This Agreement will not be modified in any way except
in writing and signed by a duly authorized representative of Sponsor and an
authorized officer of PRA.

     

    
      	
              22.0

            	
              English
      Language

            


    

    


    The
Parties hereto confirm that this Agreement as well as any other documents
relating hereto, including notices, have been and shall be drawn up in the
English language only.

    


    
      	
              23.0

            	
              Counterparts

            


    

    


    This
Agreement may be executed in several counterparts, each of which will be deemed
an original (including facsimile counterparts), but all of which will constitute
one and the same instrument.

    


    
      	
              24.0

            	
              Arbitration

            


    

    


    In the
event a dispute relating to this Agreement or any Task Order arises between the
Parties, the Parties will use all reasonable efforts to resolve the dispute
through direct discussions for a period of [**] days.  The senior
management of each party is committed to respond to any such
dispute.  Subsequent to such [**] period either party may, but will
not be required to, resort to binding arbitration procedures.  If
arbitration is being conducted it will take place within the State of
Delaware.

    


    The
undersigned have executed this Agreement as of the day and year noted
below.

     

    
      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
                      Page 23
      of 41

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      
        
          
            
              
                	
                        Pharmaceutical
      Research Associates, Inc.

                      	 	
                        Idenix
      Pharmaceuticals, Inc.

                      
	 
      	 	 
      
	
                        /s/ Colin Shannon

                      	 	
                        /s/ Douglas L. Mayers

                      
	
                        Name

                      	 	
                        Name

                      
	
                        C.O.O.

                      	 	
                        Exec. VP and CMO

                      
	
                        Title

                      	 	
                        Title

                      
	
                        28 Sept. 2009

                      	 	
                            6 October
      2009

                      
	
                        Date

                      	 	
                        Date

                      


              

            

          

        

      

    

    


    LIST
OF EXHIBITS

    


    
      	
              Exhibit
      A:

            	
              Form
      of Task Order – Product Registration

            
	
              Exhibit
      A-1:

            	
              Form
      of Task Order – Phase I Early Development

            
	
              Exhibit
      A-2:

            	
              Form
      of Task Order – Laboratory Services

            
	
              Exhibit
      B:

            	
              Form
      of Amendment

            


    

     

    
      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
                      Page 24
      of 41

                    


            

          

        

      



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

    

     

    EXHIBIT
A:

    


    FORM
OF TASK ORDER (Product Registration)

     

    Task
Order Number:_____

     

    Sponsor
Project Number: _________

     

    This Task Order is made and entered
into on <Month> <Day>, <Year>, the Effective Date, by and
between Idenix Pharmaceuticals,
Inc., with offices at 60 Hampshire Street, Cambridge, MA 02139, USA
(hereinafter referred to as “Sponsor”) and Pharmaceutical Research Associates,
Inc., a corporation of the Commonwealth of Virginia, with offices at 4130
ParkLake Avenue, Suite 400, Raleigh, NC  27612 (hereinafter referred
to as “PRA”).

    


    WHEREAS, Sponsor and PRA have
entered into that certain Master Agreement for Clinical Trials Management
Services dated the <day> of <month>, 200_ (hereinafter referred to
as the “Master Agreement”); and

    


    WHEREAS, pursuant to the
Master Agreement, PRA has agreed to perform certain Services in accordance with
Task Orders from time to time entered into by the Parties, as more fully
provided in Section 2 of the Master Agreement, and Sponsor and PRA now desire to
enter into such a Task Order.

    


    WHEREAS, PRA and Sponsor
desire that PRA provide certain Services with respect to a
___________________________________________________________, (the “Study”) for
the study of the drug ___________________________ (“Study Drug”) as set out in
the Protocol titled: ________________, which is incorporated herein by
reference.

    


    NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties hereby agree
as follows:

    


    1.      Project
Specifications.  PRA will perform the services described in the
Project Specifications, attached hereto as Appendix A, in accordance with the
Project Schedule, attached hereto as Appendix B and any other documents attached
to this Task Order (“Services”).

    


    2.      Compensation.  For
performance of these Services, Sponsor will pay to PRA the amounts described in
the Budget for Services and Pass-Through Budget set forth in Appendix C, which
amounts will be payable pursuant to the Payment Schedule set forth in Appendix
D.

    


    3.      Term and
Termination.  The term of this Task Order will commence upon
its execution by PRA and Sponsor and will continue until completion of the
Services described in Appendix A, provided, however, that either party may
terminate this Task Order in accordance with Section 4, Term and Termination, of
the Master Agreement.

    


    4.      Designated Contact Persons
and Key Personnel.  The PRA Project Manager and Key Personnel
who will oversee the Services in accordance with the Master Agreement are
identified in Appendix E, Designated Contact Persons and Key
Personnel.

    
       

      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
                      Page 25
      of 41

                    


            

          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    5.      Incorporation by Reference;
Conflict.  The provisions of the Master Agreement are hereby
expressly incorporated by reference into and made a part of this Task
Order.   In the event of a conflict between the terms and
conditions of this Task Order and those of the Master Agreement, the terms of
the Master Agreement will take precedence and control.

    


    IN WITNESS WHEREOF, the
parties have hereunto signed this Task Order effective as of the day and year
first written above.

    


    
      
        
          
            
              	
                      Pharmaceutical
      Research Associates, Inc.

                    	 	
                      Idenix
      Pharmaceuticals, Inc.

                    
	 
      	 	 
      
	  
      	 	
                       

                    
	
                      Name

                    	 	
                      Name

                    
	 
      	 	
                       

                    
	
                      Title

                    	 	
                      Title

                    
	 
      	 	
                       

                    
	
                      Date

                    	 	
                      Date

                    


            

          

        

      

    

    


    List
of Appendices

    
      	
              Appendix
      A:

            	
              Project
      Specifications

            
	
              Appendix
      B:

            	
              Project
      Schedule

            
	
              Appendix
      C:

            	
              Budget
      for Services and Pass-Through Budget

            
	
              Appendix
      D:

            	
              Payment
      Schedule

            
	
              Appendix
      E:

            	
              Designated
      Contact Persons and Key Personnel
Designation

            


    

     

    
      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
                      Page 26
      of 41

                    


            

          

        

      



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

      EXHIBIT
A-1

    

    


    FORM
OF TASK ORDER (Early Development Services)

     

    Task
Order Number:_____

     

    Sponsor
Project Number: _________

     

    This Task Order is made and entered
into on <Month> <Day>, <Year>, the Effective Date, by and
between Idenix Pharmaceuticals,
Inc., with offices at 60 Hampshire Street, Cambridge, MA 02139, USA
(hereinafter referred to as “Sponsor”) and Pharmaceutical Research Associates,
Inc., a corporation of the Commonwealth of Virginia, with offices at 4130
ParkLake Avenue, Suite 400, Raleigh, NC  27612 (hereinafter referred
to as “PRA”).

    


    WHEREAS, Sponsor and PRA have
entered into that certain Master Agreement for Clinical Trials Management
Services dated the <day> of <month>, 200_ (hereinafter referred to
as the “Master Agreement”); and

    


    WHEREAS, pursuant to the
Master Agreement, PRA has agreed to perform certain Services in accordance with
Task Orders from time to time entered into by the Parties, as more fully
provided in Section 2 of the Master Agreement, and Sponsor and PRA now desire to
enter into such a Task Order.

    


    WHEREAS, PRA and Sponsor
desire that PRA provide certain Services with respect to a
___________________________________________________________, (the “Study”) for
the study of the drug ___________________________ (“Study Drug”) as set out in
the Protocol titled: ________________, which is incorporated herein by
reference.

    


    NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties hereby agree
as follows:

    


    1.      Project
Specifications.  PRA will perform the services described in the
Project Specifications, attached hereto as Appendix A, in accordance with the
Project Schedule, attached hereto as Appendix B and any other documents attached
to this Task Order (“Services”).

    


    2.      Compensation.  For
performance of these Services, Sponsor will pay to PRA the amounts described in
the Budget for Services and Pass-Through Budget set forth in Appendix C, which
amounts will be payable pursuant to the Payment Schedule set forth in Appendix
D.

    


    3.      Term and
Termination.  The term of this Task Order will commence upon
its execution by PRA and Sponsor and will continue until completion of the
Services described in Appendix A, provided, however, that either party may
terminate this Task Order in accordance with Section 4, Term and Termination, of
the Master Agreement.

    


    4.      Designated Contact Persons
and Key Personnel.  The PRA Project Manager and Key Personnel
who will oversee the Services in accordance with the Master Agreement are
identified in Appendix E, Designated Contact Persons and Key Personnel
Designation.

     

    
      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
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      of 41

                    


            

          

        

      



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

    

     

    5.      Incorporation by Reference;
Conflict.  The provisions of the Master Agreement are hereby
expressly incorporated by reference into and made a part of this Task
Order.   In the event of a conflict between the terms and
conditions of this Task Order and those of the Master Agreement, the terms of
the Master Agreement will take precedence and control except as specified in
Section 6 Additional Terms below.

    


    
      	
               
      

            	
              6.

            	
               Additional
      Terms.

            


    

    


    (a)           Non-completers
in Early Development Services

    


    In the
event that either (a) PRA withdraws a subject from the Study, or (b) a subject
voluntarily withdraws, for any non drug-related reason after enrolment but
before receiving Study medication, such subject will be considered a
non-completer. Non-completers will be replaced at the costs of PRA.

    


    
      	
              (b)

            	
              Dropouts
      in Early Development Services

            


    

    


    In the
event that a subject is withdrawn from a Study for a drug-related reason, the
subject is considered a dropout. Dropouts will be replaced at the costs of
Sponsor, in case Sponsor deems this necessary. The compensation for a dropout
will include but will not be limited to, the pro rata costs per subject accrued
to the moment of termination. If a dropout will be replaced, the timelines will
be adapted upon mutual written agreement.

    


    (c)           Study
Medication

    


    Any
remaining medication at the end of the clinical phase of the Study will be
retained by PRA for a period of [**] months, after this period upon Sponsor’s
instructions and sole discretion, PRA will either destroy the remaining
medication with evidence of destruction provided to Sponsor, provided however,
PRA will notify the Sponsor at least [**] prior to the date that the medication
is due to be destroyed or if Sponsor requests in writing, the medication will be
sent by PRA to the Sponsor at Sponsor's expense, in compliance with all
applicable laws and regulations and using proper industry standards to ensure a
safe and non-perishable delivery. Storage may be continued by PRA beyond the
specified time at Sponsor's expense and PRA shall take commercially reasonable
precautions to safeguard Test Articles entrusted to PRA’s control.

    


    (d)                 Termination
and Fees.

    


    In the
event this Task Order is terminated by Sponsor before the Study has completed,
the fees to be paid by Sponsor will be calculated according to the chart set out
below; the parties hereby agree that in no event shall such fees exceed $[**]
U.S.D. In the event this fee applies then Section 4.2 (b) of the Master
Agreement will not be applied.

    


    
      
        
          
            	
                    Timing

                  	 
      	
                    Costs

                  
	
                    [**]
      weeks prior to First Subject, First Dosing (FSFD)

                  	 
      	
                    Services
      Performed [**]% of the remaining contract value

                  
	 
      	 
      	 
      
	
                    [**]
      weeks of FSFD

                  	 
      	
                    Services
      Performed [**]% of the remaining contract value

                  
	 
      	 
      	 
      
	
                    During
      Study or within [**] weeks of FSFD

                  	 
      	
                    Services
      Performed [**]% of the remaining contract
value

                  


          

        

      

    

     

    
      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    Any
amounts received by PRA but not expended for any of the following will be
refunded to Sponsor:

    


    
      	
               
      

            	
              (a)

            	
              any
      fees for subjects that have not been
recruited;

            


    

    
      	
               
      

            	
              (b)

            	
              any
      travel expenses where not incurred;

            


    

    
      	
               
      

            	
              (c)

            	
              any
      food and beverage expenses;

            


    

    
      	
               
      

            	
              (d)

            	
              any
      charges for lab tests or supplies not taken;
  and

            


    

    
      	
               
      

            	
              (e)

            	
              any
      other charge deemed to be pass through that with reasonable notice can be
      cancelled.

            


    

    


    (e)           Postponement

    


    If
Sponsor wishes to postpone this Study, all of the terms and fees set out in this
Agreement will apply, provided, however, that if PRA is able to reschedule the
Study at a time which is acceptable to Sponsor, it will not be required to pay
for the actual costs incurred, to the extent that the deliverables or services
are applicable to the postponed study.

    


    Upon
postponement of this Study, or part of this Study, PRA will calculate the
compensation to be paid by Sponsor as a price [**]; the total Clinical value
divided by [**]. The parties hereby agree that in no event shall such
postponement fees exceed in the aggregate $[**] U.S.D.

    


    
      
        
          
            	
                    Timing

                  	 
      	
                    Costs

                  
	
                    4-6
      weeks

                  	 
      	
                    [**]

                  
	
                    2-4
      weeks

                  	 
      	
                    [**]

                  
	
                    0-2
      weeks

                  	 
      	
                    [**]

                  


          

        

      

    

    


    A
postponement fee will never be higher than a cancellation fee.

    


    (f)           Data Protection [Only EU: Delete this clause if PRA
does not act as data controller or processor]

    


    Company
will act as Sponsor’s authorized representative in the Netherlands for the
purposes of Article 4(2) of the Data Protection Directive 95/46/EC, as amended
from time to time, and as evidenced by the letter of appointment at Appendix
F.

     

    
      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

    

     

    (g)           Legal Representative [Only EU: Delete this clause if PRA
does not act as legal representative]

    


    The role
of Sponsor is transferred to PRA by Sponsor, pursuant to the terms of Directive
2001/20/EC and 2001/83/EC of the European Parliament and of the Council of 4
April 2001 on the approximation of the laws, regulations and administrative
provisions of the Member states relating to the implementation of good clinical
practice in the conduct of clinical trials on medicinal products for human
use.  The conditions under which PRA accepts this designation are set
forth in Appendix F, attached hereto and incorporated herein by
reference.

    


    IN WITNESS WHEREOF, the
parties have hereunto signed this Task Order effective as of the day and year
first written above.

    


    
      
        
          
            
              	
                      Pharmaceutical
      Research Associates, Inc.

                    	 	
                      Idenix
      Pharmaceuticals, Inc.

                    
	 
      	 	 
      
	 
      	 	
                       

                    
	
                      Name

                    	 	
                      Name

                    
	 
      	 	
                       

                    
	
                      Title

                    	 	
                      Title

                    
	 
      	 	
                       

                    
	
                      Date

                    	 	
                      Date

                    


            

          

        

      

    

    


    List
of Appendices

    
      	
              Appendix
      A:

            	
              Project
      Specifications

            
	
              Appendix
      B:

            	
              Project
      Schedule

            
	
              Appendix
      C:

            	
              Budget
      for Services and Pass-Through Budget

            
	
              Appendix
      D:

            	
              Payment
      Schedule

            
	
              Appendix
      E:

            	
              Designated
      Contact Persons and Key Personnel
Designation

            


    

     

    
      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    ATTACHMENT
A -2:

    FORM
OF TASK ORDER Laboratory Services

     

    Task
Order Number:_____

     

    Sponsor
Project Number: _________

     

    This Task Order is made and entered
into this <day> day of <month>, 200_, by and between Idenix Pharmaceuticals, Inc.,
with offices at 60 Hampshire Street, Cambridge, MA 02139, USA (hereinafter
referred to as “Sponsor”) and Pharmaceutical Research Associates,
Inc., a corporation of the Commonwealth of Virginia, with offices at 4130
ParkLake Avenue, Suite 400, Raleigh, NC  27612 (hereinafter referred
to as “PRA”).

    


    WHEREAS, Sponsor and PRA have
entered into that certain Master Agreement for Clinical Trials Management
Services dated the <day> of <month>, 200_ (hereinafter referred to
as the “Master Agreement”); and

    


    WHEREAS, pursuant to the
Master Agreement, PRA has agreed to perform certain Services in accordance with
Task Orders from time to time entered into by the Parties, as more fully
provided in Section 2 of the Master Agreement, and Sponsor and PRA now desire to
enter into such a Task Order.

    


    WHEREAS, PRA and Sponsor
desire that PRA provide certain Services with respect to a
___________________________________________________________, (the “Study”) for
the study of the drug ___________________________ (“Study Drug”) as set out in
the Protocol titled: ________________, which is incorporated herein by
reference.

    


    NOW, THEREFORE, in
consideration of the mutual covenants contained herein, the parties hereby agree
as follows:

    


    1.      Project
Specifications.  PRA shall perform the services described in
the Project Specifications, attached hereto as Appendix A, in accordance with
the Project Schedule, attached hereto as Appendix B and any other documents
attached to this Task Order (“Services”).

    


    2.      Compensation.  For
performance of these Services, Sponsor shall pay to PRA the amounts described in
the Budget Estimate for Services and the Pass-Through Budget set forth in
Appendix C, which amounts shall be payable pursuant to the Payment Schedule set
forth in Appendix D.

    


    3.      Milestone Payments.
Payments shall be aligned to milestones as listed below:

    


    
      	
               
      

            	
              -

            	
              [**]
      upon signing of the Task Order.

            


    

    


    
      	
               
      

            	
              -

            	
              [**]
      on a monthly basis, corrected for the actual number of
      Services

            


    

    


    4.      Term and
Termination.  The term of this Task Order shall commence upon
its execution by PRA and Sponsor and shall continue until completion of the
Services described in Appendix A, provided, however, that either party may
terminate this Task Order in accordance with Section 4, Term and Termination, of
the Master Agreement.

     

    
      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    5.      Designated Contact Persons
and Key Personnel.  The PRA Project Manager and Key Personnel
who shall oversee the Services in accordance with the Master Agreement are
identified in Appendix E, Designated Contact Persons and Key Personnel
Designation.

    


    6.      Incorporation by Reference;
Conflict.  The provisions of the Master Agreement are hereby
expressly incorporated by reference into and made a part of this Task
Order.   In the event of a conflict between the terms and
conditions of this Task Order and those of the Master Agreement, the terms of
the Master Agreement shall take precedence and control, except as specified in
Section 7 below.

    


    
      	
               
      

            	
              7.

            	
               Additional
      Terms.

            


    

    


    Termination and Cancellation
Fees.

    


    In the event this Task Order is
terminated by Sponsor prior to the start of the laboratory study or during the
study, then the following Cancellation Fee set forth will be applied. The
parties hereby agree that in no event shall such termination and cancellation
fees exceed in the aggregate $[**] U.S.D.

    


    Cancellation
Fees.

    


    
      
        	
                Cancellation
      >4 weeks before laboratory services have started (first analysis (of
      each batch))

              	 
      	
                [**]

              
	
                Cancellation
      >2 but <4 weeks before start laboratory SERVICES

              	 
      	
                [**]

              
	
                Cancellation
      >0 but <2 weeks before start laboratory Services

              	 
      	
                [**]

              
	
                After
      start of Services

              	 
      	
                [**]

              


      

    

    


    In case
the laboratory services are divided into separate sub-studies (for example
analysis of different batches), the cancellation fee will be calculated based on
the part or parts of the services that fall in the above-mentioned timeframes.
In all cases, Sponsor has the right to offer replacement projects. In such case,
both Parties will, in good faith, negotiate an adjusted cancellation fee,
depending on size and the timing of the replacement projects.

    


    Postponement.

    


    In the
event that Sponsor postpones the laboratory study at PRA’s facilities, before
the commencement of the laboratory study, then all of the terms and fees set
above will apply, provided, however, that if PRA is able to reschedule the Study
at a time which is acceptable to Sponsor, it will not be required to pay for the
actual costs incurred, to the extent that the deliverables or services are
applicable to the postponed study.

     

    
      
        
          
            
              	 
      	
                      CONFIDENTIAL

                    	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    IN WITNESS WHEREOF, the
parties have hereunto signed this Task Order effective as of the day and year
first written above.

    


    
      
        
          
            
              	
                      Pharmaceutical
      Research Associates, Inc.

                    	 	
                      Idenix
      Pharmaceuticals, Inc.

                    
	 
      	 	 
      
	 
      	 	
                       

                    
	
                      Name

                    	 	
                      Name

                    
	 
      	 	
                       

                    
	
                      Title

                    	 	
                      Title

                    
	 
      	 	
                       

                    
	
                      Date

                    	 	
                      Date

                    


            

          

        

      

    

    


    List
of Appendices

    
      	
              Appendix
      A:

            	
              Project
      Specifications

            
	
              Appendix
      B:

            	
              Project
      Schedule

            
	
              Appendix
      C:

            	
              Budget
      Estimate for Services and Pass-Through Budget

            
	
              Appendix
      D:

            	
              Payment
      Schedule

            
	
              Appendix
      E:

            	
              Designated
      Contact Persons and Key Personnel
Designation

            


    

     

    
      
        
          
            
              	 
      	
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      of 41

                    


            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    EXHIBIT
B

    


    FORM
OF AMENDMENT

    


    AMENDMENT #  
  

    


    Agreement
No          , Protocol
#

    


    THIS AMENDMENT #1 (“Amendment
#1”), dated <Month> <Day>, <Year> (the “Effective Date”), by
and between Pharmaceutical
Research Associates, Inc., together with its affiliates, with offices at
4130 ParkLake Avenue, Suite 400, Raleigh, NC 27612 (“PRA”) and Idenix Pharmaceuticals, Inc.,
with offices at 60 Hampshire Street, Cambridge, MA 02139,
USA  (“Sponsor”).

    


    WITNESSETH:

    


    WHEREAS, under the terms of a
certain Agreement for Clinical Trials Management Services (the “Agreement”),
dated the ___ day
of _______, 200_ by and between the parties, Sponsor agreed to retain PRA, and
PRA agreed to be retained by Sponsor, to perform the Services as more
particularly described in the Agreement pursuant to the terms of Task Orders to
be issued from time to time; and

    


    WHEREAS, the parties hereto
have entered into certain additional agreements with respect to modification of
the Agreement, and which they desire to memorialize in this Amendment
#_;

    


    NOW, THEREFORE, in
consideration of the premises and of the following mutual promises, covenants
and conditions hereinafter set forth, the parties hereto agree as
follows:

    


    1.           Project
Specifications.  [Use the following if work is to be added to
the existing scope of work.  If the old scope no longer applies, and a
completely new Scope of work is necessary, the old specifications should be
stricken and replaced by the new ones.]  The Services to be provided
by PRA pursuant to the Agreement are hereby amended by inclusion of the Services
described in Amendment Appendix __, “Additional Project Specifications”, which
is attached hereto and incorporated herein by reference.

    


    2.           Project
Schedule.  The Project Schedule, attached to the Agreement as
Appendix __, is hereby stricken and replaced by the Amended Project Schedule,
attached hereto as Amendment Appendix__, “Amended Project Schedule”, which is
incorporated herein by reference.

    


    3.           Budget and Payment
Schedule.  [Each revised Budget should show the following, on
one chart:  Budget from the original contract, new amounts added or
subtracted, and new total budget.  This should follow the format of
the original contract.]   Therefore, the following changes to the
Agreement are hereby made:

     

    
      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    
      	
               
      

            	
              a.

            	
              The
      Budget for Services, attached to the Agreement as Appendix _, is hereby
      stricken and replaced by the “Amended Budget”, attached hereto as
      Amendment Appendix _, which is incorporated herein by
      reference.

            


    

    


    
      	
               
      

            	
              b.

            	
              The
      Payment Schedule, attached to the Agreement as Appendix __, is hereby
      stricken and replaced by the “Amended Payment Schedule”, attached hereto
      as Amendment Appendix __, which is incorporated herein by
      reference.

            


    

    


    4.           Designated Contact Persons and Key
Personnel.   [If there have been changes to the designated
people or Key Personnel members, use the following]  The staff
assigned to this Study have changed.  Therefore, the Designated
Contact Persons and Key Personnel, attached to the Agreement in Appendix __, is
hereby stricken and replaced by the “Amended Designated Contact Persons and Key
Personnel” attached hereto as Amendment Appendix __, which is incorporated
herein by reference.

    


    5.           Ratification of Balance of
Agreement.  In all other respects, the terms of the Agreement
are hereby ratified and affirmed by each of the parties hereto.

    


    6.           Headings.  The
headings in this Amendment #1 are for convenience of reference only and will not
affect its interpretation.

    


    IN
WITNESS WHEREOF, the parties hereto, each by a duly authorized representative,
have executed this Amendment #1 as of the date first written above.

    


    
      
        
          
            
              
                
                  
                    	
                            PHARMACEUTICAL
      RESEARCH

                          	 
      	
                            IDENIX
      PHARMACEUTICALS, Inc.

                          
	
                            ASSOCIATES,
      INC.

                          	 
      	 
      
	 
      	 
      	 
      
	
                            By:

                          	  
      	 
      	
                            By:

                          	 
      
	 
      	 
      	 
      	 
      	
                            Authorized
      Signature

                          
	 
      	 
      	 
      	 
      	 
      
	
                            Title:

                          	
                            Vice
      President of Operations

                          	 
      	
                            Title:

                          	 
      
	 
      	 
      	 
      	 
      	 
      
	
                            Date:

                          	  
      	 
      	
                            Date:

                          	 
      


                  

                

              

            

          

        

      

    

    


    List of
Appendices:

    


    Amendment
Appendix A: Additional Project Specifications

    Amendment
Appendix B: Amended Project Schedule

    Amendment
Appendix C: Amended Budget

    Amendment
Appendix D: Amended Payment Schedule

    Amendment
Appendix E: Amended Contact Persons and Key Personnel

     

    
      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

    

     

    AMENDMENT
APPENDIX A

    Additional
Project Specifications

    IDENIX
PHARMACEUTICALS, Inc.

    Project
ID

    


    Idenix
Pharmaceuticals Inc. has requested additional services not in the original
contract.  The following table outlines the rationale behind the
change in the project services and what activities are affected by each
change.

    


    
      
        
          
            
              	 
      	
                      Requested
      Change

                    	 	
                      Affected
      Budget Items Due To Increased

                       (Decreased) Hours

                    
	
                      1.

                    	
                       ·

                    	 	
                       ·

                    


            

          

        

      

    

    


    In
addition to the above changes in effort (hours of work) that result in changes
in costs for Services, there may be some cost increases that are associated with
PRA’s policy on applying inflation costs to projects extending into the next
calendar year.

     

    
      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    Amendment
Appendix b

    Amended
Project Schedule

    


    IDENIX
PHARMACEUTICALS, Inc.

    <PROJECT
ID>

    


    
      
        
          
            
              
                
                  
                    	
                            Activity

                          	 	
                            Contract
      Target

                            Date

                          	 	
                            New
      Target

                            Date

                          
	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      


                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    Amendment
Appendix c

    Amended
Budget

    


    Amended
Costs for Services

    IDENIX
PHARMACEUTICALS, Inc.

    <PROJECT
ID>

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    ACTIVITY

                                                                  	 	
                                                                    Original
      Contract Value

                                                                  	 	
                                                                    Contract
      Amendment #X Cost

                                                                  	 	
                                                                    Revised
      Contract Value

                                                                  
	 	
                                                                    HOURS

                                                                  	 	
                                                                    COST

                                                                  	 	
                                                                    TOTAL COST (USD)

                                                                  	 	
                                                                    HOURS

                                                                  	 	
                                                                    COST

                                                                  	 	
                                                                    TOTAL

                                                                    COST (USD)

                                                                  	 	
                                                                    HOURS

                                                                  	 	
                                                                    COST

                                                                  	 	
                                                                    TOTAL

                                                                    COST (USD)

                                                                  
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Grand
      Total Services

                                                                  	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Discount

                                                                  	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      
	
                                                                    Net
      Total Services

                                                                  	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      	 	 
      


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

    

     

    
      Amended Pass Through
Expenses

      IDENIX PHARMACEUTICALS,
Inc.

      <Project
ID>

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      	
                                                               

                                                            	 	
                                                              Original Contract Value 

                                                            	 	
                                                              Contract Amendment #X Cost

                                                            	 	
                                                              Revised Contract Value

                                                            
	
                                                              EXPENSE

                                                            	 	
                                                              COST

                                                            	 	
                                                              TOTAL

                                                              COST (USD)

                                                            	 	
                                                              COST

                                                            	 	
                                                              TOTAL COST (USD)

                                                            	 	
                                                              COST

                                                            	 	
                                                              TOTAL COST (USD)

                                                            
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand Total Expenses	 	 	 	 	 	 	 	 	 	 


                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              	 
      	
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                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    Amendment
Appendix D

    Amended
Payment Schedule

    


    IDENIX
PHARMACEUTICALS, Inc.

    <PROJECT
ID>

    
      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Milestone

                                  	 
      	
                                    Payment

                                    Date

                                  	 
      	
                                    Original

                                    Payment

                                    Amount

                                  	 
      	
                                    Percent

                                  	 
      	
                                    Amendment

                                    #X

                                  	 
      	
                                    Revised

                                    Payment

                                    Date

                                  	 
      	
                                    Revised

                                    Payment

                                    Amount

                                  	 
      	
                                    Percent

                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                    Total

                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
              
                
                  	 
      	
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                          Page 40
      of 41

                        


                

              

            

          

        

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
       

      
        
          
            	
                    

                  	
                    Master Agreement for Clinical Trials Management
      Services       
  

                  
	
                    IDENIX PHARMACEUTICALS,
      Inc.        

                  
	 
      


          

        

      

       

    

    Amendment
Appendix E

    Amended
Contact Persons and Key Personnel

    


    For
PRA:

    


    For
Client:

    
       

      
        
          
            
              	 
      	
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