Third Amendment to Second Amended and Restated Stockholders' Agreement



 EXHIBIT 4.11 
 THIRD AMENDMENT TO THE 
 SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT 
 THIS THIRD AMENDMENT (the “Amendment”) TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of August 4, 2004,
as amended (the “Stockholders’ Agreement”), is entered into as of June 1, 2006 by and among Pharmasset, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s
capital stock (collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Stockholders’ Agreement. 
 RECITALS 
 WHEREAS, the Board of Directors of
the Company has approved an amendment to the Company’s Equity Incentive Plan, which increases the number of shares available for grants by 1,600,000 additional shares of the Company’s Common Stock from 3,675,522 to 5,275,522 shares;

 WHEREAS, a same increase is being made concurrently to the number of shares of Common Stock set forth in clause (ii) of the
definition of “Excluded Securities” in the Certificate of Incorporation; 
 WHEREAS, the Company and the Stockholders desire to
amend the definition of “New Shares” set forth in Section 1.1 of the Stockholders’ Agreement; 
 NOW, THEREFORE, in
consideration of the mutual promises and covenants hereinafter set forth, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree to amend the Stockholders’ Agreement as follows: 
 Definition. (a) The definition of the term “New Shares” set forth in Section 1.1 of the Stockholders’ Agreement is hereby
amended by deleting clause (iii) thereof and replacing it in its entirety with the following: 
 “(iii) up to 5,275,522 shares of
Common Stock (appropriately adjusted to take account of any stock split, stock dividend, combination of shares, recapitalization or other similar event) issuable to officers, directors, employees and consultants of the Company or a subsidiary
pursuant to the exercise of options granted or shares of Common Stock directly issued under the Equity Incentive Plan, subject to vesting, and such options and other rights to acquire Common Stock granted thereunder;” 
 Governing Law. This Amendment shall be governed by and construed under the laws of the State of Delaware (without giving effect to any conflicts
or choice of laws provisions which would cause the application of the domestic substantive laws of any other jurisdiction). 







 Effective Date. This Amendment shall become effective as of the date first written above (the
“Effective Date”) upon receipt by the Company of counterparts of this Amendment duly executed by (i) the Majority Investors and (ii) the Stockholders holding a majority of the outstanding shares of the Common Stock that are
subject to this Agreement and the Preferred Stock (on an as-if-converted basis) owned by such Stockholders. Each Stockholder shall be bound by this Amendment whether or not such Stockholder shall have consented to this Amendment. 
 Miscellaneous. From and after the Effective Date of this Amendment, each reference in the Stockholders’ Agreement to “this
Agreement”, “hereof”, “hereunder”, or words of like import in any and all agreements, instruments, documents, notes, certificates and other writings of any kind and nature shall be deemed to refer to the Stockholders’
Agreement as amended by this Amendment. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together constitute one instrument. The headings in this Amendment are for purposes of
reference only and shall not limit or otherwise effect the meaning hereof. 
 [Signatures on Following Pages] 
  

 2 








 IN WITNESS WHEREOF, the parties hereto have executed this Third Amendment to the Second Amended and
Restated Stockholders’ Agreement as of the date set forth in the first paragraph hereof. 
  

									
	 COMPANY:
  
 PHARMASSET, INC.
	 		 	STOCKHOLDERS:
				
		 		 		 	/s/ Raymond F. Schinazi, Ph.D.
		 		 		 	Raymond F. Schinazi, Ph.D.
	By:	 	/s/ P. Schaefer Price	 		 		 	
	Name:	 	P. Schaefer Price	 		 		 	
	Title:	 	President and Chief Executive Officer	 		 		 	
				
		 		 		 	RFS PARTNERS, L.P.
					
		 		 		 	By:	 	RFS & Associates, LLC
		 		 		 		 	
		 		 		 	By:	 	/s/ Raymond F. Schinazi
		 		 		 	Name:	 	Raymond F. Schinazi
		 		 		 	Title:	 	Manager
				
		 		 		 	 RAYMOND F. SCHINAZI 2005
 QUALIFIED
ANNUITY TRUST

		 		 		 		 	
		 		 		 	By:	 	/s/ Raymond F. Schinazi
		 		 		 	Name:	 	Raymond F. Schinazi
		 		 		 	Title:	 	Trustee
				
		 		 		 	/s/ Chung K. Chu, Ph.D.
		 		 		 	Chung K. Chu, Ph.D.
				
		 		 		 	IDENIX PHARMACEUTICALS, INC.
		 		 		 		 	
		 		 		 	By:	 	  
		 		 		 	Name:	 	
		 		 		 	Title:	 	
		 		 		 		 	
		 		 		 		 	
		 		 		 		 	
		 		 		 	  
		 		 		 	Dennis Liotta, Ph.D.
		 		 		 		 	
		 		 		 		 	
		 		 		 	/s/ Jean-Pierre Sommadossi, Ph.D.
		 		 		 	Jean-Pierre Sommadossi, Ph.D.

  

 Signature Page to Third Amendment to 
 Second Amended and Restated Stockholders’ Agreement 









									
		 		 		 	STOCKHOLDERS (Cont’d):
		 		 		 		 	
		 		 		 	 JEAN-PIERRE SOMMADOSSI 2004
 QUALIFIED ANNUITY TRUST NO. 2

		 		 		 		 	
		 		 		 	By:	 	/s/ Jean-Pierre Sommadossi, Ph.D.
		 		 		 	Name:	 	Jean-Pierre Sommadossi, Ph.D.
		 		 		 	Title:	 	Trustee
				
		 		 		 	/s/ Carol Lynn Schinazi
		 		 		 	Carol Lynn Schinazi
				
		 		 		 	  
		 		 		 	Rebecca Elizabeth Schinazi
				
		 		 		 	/s/ Jaime L. Rabi
		 		 		 	Jaime L. Rabi
				
		 		 		 	  
		 		 		 	Jaclyn H. Chu
				
		 		 		 	/s/ Susan Chu Walley
		 		 		 	Susan Chu Walley
		 		 		 	
				
		 		 		 	HOFFMANN-LA ROCHE INC.
					
		 		 		 	By:	 	/s/ Frederick C. Kentz, III
		 		 		 	Name:	 	Frederick C. Kentz, III
		 		 		 	Title:	 	Vice President & General Counsel

  

 Signature Page to Third Amendment to 
 Second Amended and Restated Stockholders’ Agreement 









									
		 		 		 	STOCKHOLDERS (Cont’d):
		 		 		 		 	
		 		 		 	 BURRILL LIFE SCIENCES
 CAPITAL
FUND, L.P.

		 		 		 		 	
		 		 		 	 By: Burrill & Company (Life Sciences GP),
 LLC, its General Partner

		 		 		 		 	
		 		 		 	By:	 	/s/ G. Steven Burrill
		 		 		 	Name:	 	G. Steven Burrill
		 		 		 	Title:	 	CEO
				
		 		 		 	 BURRILL INDIANA LIFE SCIENCES
 CAPITAL FUND, L.P.

		 		 		 		 	
		 		 		 	 By: Burrill and Company (Indiana GP),
 LLC,
its General Partner

		 		 		 		 	
		 		 		 	By:	 	/s/ G. Steven Burrill
		 		 		 	Name:	 	G. Steven Burrill
		 		 		 	Title:	 	CEO
				
		 		 		 	MPM BIOVENTURES III, L.P.
		 		 		 		 	
		 		 		 	 By: MPM BioVentures III GP, L.P., its
 General Partner

		 		 		 		 	
		 		 		 	 By: MPM BioVentures III LLC, its
 General
Partner

		 		 		 		 	
		 		 		 	By:	 	/s/ Ansbert Gädicke
		 		 		 	Name:	 	
		 		 		 	Title:	 	

  

 Signature Page to Third Amendment to 
 Second Amended and Restated Stockholders’ Agreement 









									
		 		 		 	STOCKHOLDERS (Cont’d):
		 		 		 		 	
		 		 		 	BB BIOVENTURES L.P.
		 		 		 		 	
		 		 		 	By:	 	 BAB BioVentures L.P., its
 General
Partner

		 		 		 		 	
		 		 		 	By:	 	 BAB BioVentures, N.V., its
 General
Partner

		 		 		 		 	
		 		 		 	By:	 	/s/ Ansbert Gädicke
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 		 	 MPM BIOVENTURES PARALLEL
 FUND,
L.P.

		 		 		 		 	
		 		 		 	By:	 	 MPM BioVentures I LP, its
 General
Partner

		 		 		 		 	
		 		 		 	By:	 	 MPM BioVentures I LLC, its
 General
Partner

		 		 		 		 	
		 		 		 	By:	 	/s/ Ansbert Gädicke
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 		 	 MPM ASSET MANAGEMENT
 INVESTORS
1999 LLC

		 		 		 		 	
		 		 		 	By:	 	/s/ Ansbert Gädicke
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 		 	MPM BIOVENTURES III-QP, L.P.
		 		 		 		 	
		 		 		 	 By: MPM BioVentures III GP, L.P., its
 General Partner

		 		 		 		 	
		 		 		 	 By: MPM BioVentures III LLC, its
 General
Partner

		 		 		 	By:	 	/s/ Ansbert Gädicke
		 		 		 	Name:	 	
		 		 		 	Title:	 	

  

 Signature Page to Third Amendment to 
 Second Amended and Restated Stockholders’ Agreement 









									
		 		 		 	STOCKHOLDERS (Cont’d):
		 		 		 		 	
		 		 		 	 MPM BIOVENTURES III GMBH & CO.
 BETEILIGUNGS KG

		 		 		 		 	
		 		 		 	 By: MPM BioVentures III GP, L.P., in its
 capacity as the Managing Limited Partner

		 		 		 		 	
		 		 		 	 By: MPM BioVentures III LLC, its
 General
Partner

		 		 		 		 	
		 		 		 	By:	 	/s/ Ansbert Gädicke
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 		 	 MPM BIOVENTURES III PARALLEL
 FUND,
L.P.

		 		 		 		 	
		 		 		 	 By: MPM BioVentures III GP, L.P., its
 General Partner

		 		 		 		 	
		 		 		 	 By: MPM BioVentures III LLC, its
 General
Partner

		 		 		 		 	
		 		 		 	By:	 	/s/ Ansbert Gädicke
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 		 	 MPM ASSET MANAGEMENT
 INVESTORS
2004 BVIII LLC

		 		 		 		 	
		 		 		 	By:	 	/s/ Ansbert Gädicke
		 		 		 	Name:	 	
		 		 		 	Title:	 	

  

 Signature Page to Third Amendment to 
 Second Amended and Restated Stockholders’ Agreement 









									
		 		 		 	STOCKHOLDERS (Cont’d):
		 		 		 		 	
		 		 		 	 TVM V LIFE SCIENCE VENTURES
 GMBH & CO. KG

		 		 		 		 	
		 		 		 	By:	 	/s/ John J. Dibello
		 		 		 	Name:	 	John J. Dibello
		 		 		 	Title:	 	Managing Limited Partner
		 		 		 		 	
		 		 		 	By:	 	/s/ David Poltack
		 		 		 	Name:	 	David Poltack
		 		 		 	Title:	 	Managing Limited Partner
				
		 		 		 	TVM IV GMBH & CO. KG
		 		 		 		 	
		 		 		 	By:	 	/s/ John J. Dibello
		 		 		 	Name:	 	John J. Dibello
		 		 		 	Title:	 	Managing Limited Partner
		 		 		 		 	
		 		 		 	By:	 	/s/ David Poltack
		 		 		 	Name:	 	David Poltack
		 		 		 	Title:	 	Managing Limited Partner
				
		 		 		 	 MDS LIFE SCIENCES TECHNOLOGY
 FUND
II NC LIMITED PARTNERSHIP

		 		 		 		 	
		 		 		 	 By: MDS LSTF II (NCGP) Inc., its
 General
Partner

		 		 		 	By:	 	  
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 		 	 MDS LIFE SCIENCES TECHNOLOGY
 FUND
II QUEBEC LIMITED
 PARTNERSHIP

		 		 		 		 	
		 		 		 	 By: MDS LSTF II (QGP) Inc., its
 General
Partner

		 		 		 	By:	 	  
		 		 		 	Name:	 	
		 		 		 	Title:	 	

  

 Signature Page to Third Amendment to 
 Second Amended and Restated Stockholders’ Agreement 









									
		 		 		 	STOCKHOLDERS (Cont’d):
		 		 		 		 	
		 		 		 	 MLII CO-INVESTMENT FUND NC
 LIMITED
PARTNERSHIP

		 		 		 		 	
		 		 		 	 By: MLII (NCGP) Inc., its
 General
Partner

		 		 		 	By:	 	  
		 		 		 	Name:	 	
		 		 		 	Title:	 	
				
		 		 		 	CDIB BIOSCIENCE VENTURES I, INC.
		 		 		 		 	
		 		 		 	By:	 	Benny T. Hu
		 		 		 	Name:	 	Benny T. Hu
		 		 		 	Title:	 	Chairman

  

 Signature Page to Third Amendment to 
 Second Amended and Restated Stockholders’ Agreement