Exhibit 10.2


AGREEMENT

OF

TERMINATION


AGREEMENT OF TERMINATION,
made this 13th day of March 2007 (the “Agreement”), by and between FermaVir
Pharmaceuticals, Inc. (“FermaVir”), 
FermaVir Research, Inc., (“FermaVir Research” and together with
FermaVir, the “Company”),  Chris
McGuigan, Erik DeClercq and Jan Balzarini (collectively, the “Shareholders”).  The Company and the Shareholders collectively
shall be referred to as the “Parties.”


WHEREAS, the
Parties hereto entered into a Technology Acquisition Agreement dated as of
March 16, 2006 (the “Technology Acquisition Agreement”), which, among other
things, contains certain rights, obligations, and duties of the Parties; and


WHEREAS, the
Parties desire to mutually terminate the Technology Acquisition Agreement;


NOW THEREFORE, in
consideration of the mutual covenants and other good and valuable
considerations hereinafter contained, the Parties agree as follows:


1.                                       Recitals.  The above recitals are incorporated into this
Agreement.


2.                                      Mutual
Termination of the Technology Acquisition Agreement.  The Technology Acquisition Agreement is
hereby terminated so as to be rendered null and void and of no further force
and effect, and the Parties (and their assignees) are hereby relieved of all of
their respective obligations thereunder.


3.                                       Mutual
Consent.  The Parties hereto, and
each of them, do hereby: (i) acknowledge that they have reviewed or caused to
be reviewed the Technology Acquisition Agreement; (ii) acknowledge that they
have reviewed or caused to be reviewed this Agreement; and (iii)
unconditionally consent to the termination of the Technology Acquisition
Agreement.


5.                                       Merger.  All understandings and agreements heretofore
had between the Parties, except as set forth herein, are null and voice and of
no force and effect.


6.                                       Duplicate
Originals; Counterparts.  This
Agreement may be executed in any number of duplicate originals and each
duplicate original shall be deemed to be an original.  This Agreement may be executed in several counterparts,
each of which counterparts shall be deemed an original instrument and all of
which together shall constitute a single agreement.


7.                                       Governing
Law.  This Agreement shall be
interpreted and the rights and liabilities of the Parties determined in
accordance with the laws of the State of New York, excluding its conflict of
laws rules.













 


IN WITNESS WHEREOF, the Parties hereto have executed
this Agreement of Termination as of the day and year first written above.


	
  

  	
   

  	
  FERMAVIR
  PHARMACEUTICALS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Geoffrey
  W. Henson

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Geoffrey W. Henson

  
	
   

  	
   

  	
   

  	
  Title:Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FERMAVIR RESEARCH, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Geoffrey
  W. Henson

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Geoffrey W. Henson

  
	
   

  	
   

  	
   

  	
  Title:President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHAREHOLDERS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Chris McGuigan

  	
   

  
	
   

  	
   

  	
  Chris McGuigan

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Erik
  DeClercq

  	
   

  
	
   

  	
   

  	
  Erik DeClercq

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Jan
  Balzarini

  	
   

  
	
   

  	
   

  	
  Jan Balzarini

  
							



 



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