Exhibit 10.1


AGREEMENT

OF

TERMINATION


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


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


WHEREAS, the
Parties desire to mutually terminate the Repurchase Option Agreement;


WHEREAS, each of
the Parties desires to release each of the other Parties from any and all
claims in connection with or relating to the Repurchase Option 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 Repurchase Option Agreement.  The Repurchase Option 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 Repurchase Option Agreement; (ii) acknowledge that they have
reviewed or caused to be reviewed this Agreement; and (iii) unconditionally
consent to the termination of the Repurchase Option 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SHAREHOLDER

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Chris McGuigan

  	
   

  
	
   

  	
   

  	
  Chris McGuigan

  
						



 



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