Exhibit
4.1


NEITHER
THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
AVAILABLE.


No.


Original Issuance:  January     , 2007


Warrants             


FERMAVIR PHARMACEUTICALS, INC.


WARRANTS


FermaVir Pharmaceuticals, Inc., a Florida corporation (“FermaVir”), certifies that, for  value 
received,                            ,
or registered assigns (the “Holder”), is
the owner of                                            (       )
Warrants of  FermaVir (the “Warrants”).  Each
Warrant entitles the Holder to purchase from FermaVir at any time prior to the
Expiration Date (as defined below) one share of the common stock of FermaVir
(the “Common Stock”) for $1.00 per
share subject to adjustment as hereafter set forth (the “Exercise
Price”), on the terms and conditions hereinafter provided.   The Exercise Price and the number of shares
of Common Stock purchasable upon exercise of each Warrant are subject to
adjustment as provided in this Certificate. The Warrants have been issued as
part of an authorized class of           
warrants of like tenor.


1.             Expiration Date; Exercise


1.1           Expiration Date.  The
Warrants shall expire on January     , 2017 (the “Expiration Date”).


1.2           Manner of Exercise.  The
Warrants are exercisable by delivery to FermaVir of the following (the “Exercise Documents”): (a) this Certificate
(b) a written notice of election to exercise the Warrants; and (c) payment of
the Exercise Price in cash, by check or by “net” exercise as contemplated by
Section 1.3 of this Certificate.  Within
three business days following receipt of the foregoing, FermaVir shall execute
and deliver to the Holder: (a) a certificate or certificates representing the
aggregate number of shares of Common Stock purchased by the Holder, and (b) if
less than all of the Warrants evidenced by this Certificate are exercised, a
new certificate evidencing the Warrants not so exercised.













1.3           Net
Exercise.  In lieu of the payment methods set forth in
Section 1.2 above, the Holder may elect to exchange all or some of the
Warrant for the number of shares of Common Stock computed using the following
formula:


X
= Y (A-B)


A


Where X = the number of shares of Common
Stock to be issued to Holder.


Y = the number of shares of Common Stock
purchasable under the Warrants being exchanged (as adjusted to the date of such
calculation).


A = the Market Price on the date of receipt by
FermaVir of the exercise documents.


B = the Exercise Price of
the Warrants being exchanged (as adjusted in accordance with the terms of
Section 2 hereof).


The
“Market Price” on any trading day
shall be deemed to be the average of the last reported sale price of the Common
Stock for the five trading days immediately preceding such day, or, in the case
no such reported sales take place on any day, the last reported sale price on
the preceding trading day on which there was a last reported sales price, as
officially reported by the principal securities exchange in which the shares of
Common Stock are listed or admitted to trading or by the Nasdaq Stock Market,
or if the Common Stock is not listed or admitted to trading on any national
securities exchange or the Nasdaq Stock Market, the last sale price, or if
there is no last sale price, the closing bid price, as furnished by the
National Association of Securities Dealers, Inc. (such as through the OTC
Bulletin Board) or a similar organization or if Nasdaq is no longer reporting
such information.  If the Market Price
cannot be determined pursuant to the sentence above, the Market Price shall be
determined in good faith (using customary valuation methods) by the Board of
Directors of FermaVir based on the information best available to it, including
recent arms-length sales of Common Stock to unaffiliated persons.


1.4           Restriction on “Net” Exercise. 
Notwithstanding any other provision of this Certificate, Holder shall
not be permitted to effect a “net” exercise of the Warrants if on the date of
exercise the resale of the underlying shares by Holder has been registered
under the Securities Act of 1933, as amended, (the “Securities Act”) pursuant to a registration statement which
is then in effect, and on such date the Holder shall be permitted to resell
such shares pursuant to such registration statement.


1.5           Warrant Exercise Limitation. 
Notwithstanding any other provision of this Certificate, or the total
number of shares of Common Stock otherwise available for purchase by Holder
hereunder, if as of the date of exercise FermaVir has a class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as amended,
Holder may not exercise any Warrants under this Section 1 if immediately
following such exercise Holder would beneficially own 5% or more of the
outstanding Common Stock of FermaVir. 
For this purpose, a representation of the Holder that following such
exercise it would not beneficially own 4.99% or more of the outstanding Common
Stock of FermaVir shall be conclusive and binding upon FermaVir.



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2.             Certain Adjustments.


2.1           Stock Dividends and Splits. If FermaVir, at any time while this Warrant
is outstanding: (A) pays a stock dividend or otherwise make a distribution or
distributions on shares of its Common Stock or any other equity or equity
equivalent securities payable in shares of Common Stock (which, for avoidance
of doubt, shall not include any shares of Common Stock issued by FermaVir
pursuant to this Warrant), (B) subdivides outstanding shares of Common Stock
into a larger number of shares, (C) combines (including by way of reverse stock
split) outstanding shares of Common Stock into a smaller number of shares, or
(D) issues by reclassification of shares of the Common Stock any shares of
capital stock of FermaVir, then in each case the Exercise Price shall be
multiplied by a fraction of which the numerator shall be the number of shares
of Common Stock (excluding treasury shares, if any) outstanding immediately
before such event and of which the denominator shall be the number of shares of
Common Stock outstanding immediately after such event and the number of shares
issuable upon exercise of this Warrant shall be proportionately adjusted.  Any adjustment made pursuant to this Section
2.1 shall become effective immediately after the record date for the
determination of stockholders entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of
a subdivision, combination or re-classification.


2.2           Subsequent Equity Sales.


(a)           If FermaVir or any Subsidiary thereof, as applicable, at any time while
this Warrant is outstanding, shall offer, sell, grant any option to purchase or
offer, sell or grant any right to reprice its securities, or otherwise dispose
of or issue (or announce any offer, sale, grant or any option to purchase or other
disposition) any Common Stock or Common Stock Equivalents entitling any Person
to acquire shares of Common Stock, at an effective price per share less than
the then Exercise Price (such lower price, the “Base Share Price” and
such issuances collectively, a “Dilutive Issuance”), as adjusted
hereunder (if the holder of the Common Stock or Common Stock Equivalents so
issued shall at any time, whether by operation of purchase price adjustments,
reset provisions, floating conversion, exercise or exchange prices or
otherwise, or due to warrants, options or rights per share which is issued in
connection with such issuance, be entitled to receive shares of Common Stock at
an effective price per share which is less than the Exercise Price, such
issuance shall be deemed to have occurred for less than the Exercise Price on
such date of the Dilutive Issuance), then the Exercise Price shall be reduced
and only reduced to equal the Base Share Price and the number of Warrant Shares
issuable hereunder shall be increased such that the aggregate Exercise Price
payable hereunder, after taking into account the decrease in the Exercise
Price, shall be equal to the aggregate Exercise Price prior to such adjustment.


(b)           Such adjustments shall be made whenever such Common Stock or Common
Stock Equivalents are issued. 
Notwithstanding the foregoing, no adjustments shall be made, paid or
issued under this Section 2 in respect of an Exempt Issuance (defined below).  FermaVir shall notify the Holder in writing,
no later than the Trading Day following the issuance of any Common Stock or
Common Stock Equivalents subject to this section, indicating therein the
applicable issuance price, or of applicable reset price, exchange price,
conversion price and other pricing terms (such notice the “Dilutive Issuance
Notice”).  For purposes of
clarification, whether or not FermaVir provides a Dilutive Issuance Notice



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pursuant to this Section 2.2, upon the occurrence of
any Dilutive Issuance, as applicable, after the date of such Dilutive Issuance,
as applicable, the Holder is entitled to receive a number of Warrant Shares
based upon the Base Share Price, regardless of whether the Holder accurately
refers to the Base Share Price in the Notice of Exercise.


(c)           “Exempt Issuance”
means the issuance of (a) shares of Common Stock or options to employees,
officers, directors or consultants of the Company (including shares of Common
Stock issued pursuant to the exercise of such options) pursuant to any stock or
option plan duly adopted by a majority of the non-employee members of the Board
of Directors of the Company or a majority of the members of a committee of
non-employee directors established for such purpose, (b) securities upon the
exercise or exchange of or conversion of any securities issued hereunder and/or
securities exercisable or exchangeable for or convertible into shares of Common
Stock issued and outstanding on November 30, 2006, provided that such
securities have not been amended since November 30, 2006 to increase the number
of such securities or to decrease the exercise, exchange or conversion price of
any such securities below $1.00 per share (subject to adjustment for reverse
and forward stock splits and the like), or (c) securities issued pursuant to
acquisitions or strategic transactions approved by a majority of the
disinterested directors, provided any such issuance shall only be to a person
which is, itself or through its subsidiaries, an operating company in a
business synergistic with the business of the Company and in which the Company
receives benefits in addition to the investment of funds, but shall not include
a transaction in which the Company is issuing securities primarily for the
purpose of raising capital or to an entity whose primary business is investing
in securities.


2.3           Pro Rata Distributions.  If
FermaVir, at any time prior to the Termination Date, shall distribute to all
holders of Common Stock (and not to Holders of the Warrants) evidences of its
indebtedness or assets (including cash and cash dividends) or rights or warrants
to subscribe for or purchase any security other than the Common Stock (which
shall be subject to Section 3(b)), then in each such case the Exercise Price
shall be adjusted by multiplying the Exercise Price in effect immediately prior
to the record date fixed for determination of stockholders entitled to receive
such distribution by a fraction of which the denominator shall be the VWAP
determined as of the record date mentioned above, and of which the numerator
shall be such VWAP on such record date less the then per share fair market
value at such record date of the portion of such assets or evidence of
indebtedness so distributed applicable to one outstanding share of the Common
Stock as determined by the Board of Directors in good faith.  In either case the adjustments shall be
described in a statement provided to the Holder of the portion of assets or
evidences of indebtedness so distributed or such subscription rights applicable
to one share of Common Stock.  Such
adjustment shall be made whenever any such distribution is made and shall
become effective immediately after the record date mentioned above.


2.4           Fundamental Transaction. If, at any time while this Warrant is
outstanding, (A) FermaVir effects any merger or consolidation of FermaVir with or
into another Person, (B) FermaVir effects any sale of all or substantially all
of its assets in one or a series of related transactions, (C) any tender offer
or exchange offer (whether by FermaVir or another Person) is completed pursuant
to which holders of Common Stock are permitted to tender or exchange their
shares for other securities, cash or property, or (D) FermaVir effects any
reclassification of the Common Stock or any compulsory share exchange pursuant
to which the Common Stock is



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effectively converted into
or exchanged for other securities, cash or property (in any such case, a “Fundamental
Transaction”), then, upon any subsequent exercise of this Warrant, the
Holder shall have the right to receive, for each Warrant Share that would have
been issuable upon such exercise immediately prior to the occurrence of such
Fundamental Transaction, at the option of the Holder, (a) upon exercise of this
Warrant, the number of shares of Common Stock of the successor or acquiring
corporation or of FermaVir, if it is the surviving corporation, and any
additional consideration (the “Alternate Consideration”) receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a Holder of the number of shares of Common Stock
for which this Warrant is exercisable immediately prior to such event or (b) if
FermaVir is acquired in an all cash transaction, cash equal to the value of
this Warrant as determined in accordance with the Black-Scholes option pricing
formula.  For purposes of any such
exercise, the determination of the Exercise Price shall be appropriately
adjusted to apply to such Alternate Consideration based on the amount of
Alternate Consideration issuable in respect of one share of Common Stock in such
Fundamental Transaction, and FermaVir shall apportion the Exercise Price among
the Alternate Consideration in a reasonable manner reflecting the relative
value of any different components of the Alternate Consideration.  If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a Fundamental
Transaction, then the Holder shall be given the same choice as to the Alternate
Consideration it receives upon any exercise of this Warrant following such
Fundamental Transaction.  To the extent
necessary to effectuate the foregoing provisions, any successor to FermaVir or
surviving entity in such Fundamental Transaction shall issue to the Holder a
new warrant consistent with the foregoing provisions and evidencing the Holder’s
right to exercise such warrant into Alternate Consideration. The terms of any
agreement pursuant to which a Fundamental Transaction is effected shall include
terms requiring any such successor or surviving entity to comply with the
provisions of this Section 2.4 and insuring that this Warrant (or any such
replacement security) will be similarly adjusted upon any subsequent
transaction analogous to a Fundamental Transaction.


2.5           Calculations. All calculations under this Section 2 shall
be made to the nearest cent or the nearest 1/100th of a share, as the case may
be. For purposes of this Section 2, the number of shares of Common Stock deemed
to be issued and outstanding as of a given date shall be the sum of the number
of shares of Common Stock (excluding treasury shares, if any) issued and
outstanding.


2.6           Voluntary Adjustment By FermaVir. FermaVir may at any time during the term of
this Warrant reduce the then current Exercise Price to any amount and for any
period of time deemed appropriate by the Board of Directors of FermaVir.


2.7           Notice to Holders.


(a)           Adjustment to Exercise Price. Whenever the Exercise Price is adjusted
pursuant to this Section 2, FermaVir shall promptly mail to each Holder a
notice setting forth the Exercise Price after such adjustment and setting forth
a brief statement of the facts requiring such adjustment. If FermaVir issues a
variable rate security, despite the prohibition thereon in the Purchase
Agreement, FermaVir shall be deemed to have issued Common Stock or Common Stock
Equivalents at the lowest possible conversion or exercise price at which such
securities may be converted or exercised in the case of a Variable Rate
Transaction (as defined in the Purchase Agreement).



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(b)           Notice to Allow Exercise by Holder. If (i) FermaVir shall declare a dividend
(or any other distribution) on the Common Stock; (ii) FermaVir shall declare a
special nonrecurring cash dividend on or a redemption of the Common Stock;
(iii) FermaVir shall authorize the granting to all holders of the Common Stock
rights or warrants to subscribe for or purchase any shares of capital stock of
any class or of any rights; (iv) the approval of any stockholders of FermaVir
shall be required in connection with any reclassification of the Common Stock,
any consolidation or merger to which FermaVir is a party, any sale or transfer
of all or substantially all of the assets of FermaVir, of any compulsory share
exchange whereby the Common Stock is converted into other securities, cash or
property; (v) FermaVir shall authorize the voluntary or involuntary
dissolution, liquidation or winding up of the affairs of FermaVir; then, in
each case, FermaVir shall cause to be mailed to the Holder at its last address
as it shall appear upon the Warrant Register of FermaVir, at least 20 calendar
days prior to the applicable record or effective date hereinafter specified, a
notice stating (A) the date on which a record is to be taken for the purpose of
such dividend, distribution, redemption, rights or warrants, or if a record is
not to be taken, the date as of which the holders of the Common Stock of record
to be entitled to such dividend, distributions, redemption, rights or warrants
are to be determined or (B) the date on which such reclassification,
consolidation, merger, sale, transfer or share exchange is expected to become
effective or close, and the date as of which it is expected that holders of the
Common Stock of record shall be entitled to exchange their shares of the Common
Stock for securities, cash or other property deliverable upon such
reclassification, consolidation, merger, sale, transfer or share exchange;
provided that the failure to mail such notice or any defect therein or in the
mailing thereof shall not affect the validity of the corporate action required
to be specified in such notice.  The
Holder is entitled to exercise this Warrant during the 20-day period commencing
on the date of such notice to the effective date of the event triggering such
notice.


3.             Reservation of Shares. 
FermaVir shall at all times reserve and keep available out of its
authorized but unissued shares of Common Stock, such number of shares of Common
Stock as shall from time to time be issuable upon exercise of the
Warrants.  If at any time the number of authorized
but unissued shares of Common Stock shall not be sufficient to permit the
exercise of the Warrants, FermaVir shall promptly seek such corporate action as
may necessary to increase its authorized but unissued shares of Common Stock to
such number of shares as shall be sufficient for such purpose.


4.             Certificate as to Adjustments.  In
each case of any adjustment in the Exercise Price, or number or type of shares
issuable upon exercise of these Warrants, the Chief Financial Officer of
FermaVir shall compute such adjustment in accordance with the terms of these
Warrants and prepare a certificate setting forth such adjustment and showing in
detail the facts upon which such adjustment is based, including a statement of
the adjusted Exercise Price.  FermaVir
shall promptly send (by facsimile and by either first class mail, postage
prepaid or overnight delivery) a copy of each such certificate to the Holder.


5.             Loss or Mutilation.  Upon
receipt of evidence reasonably satisfactory to FermaVir of the ownership of and
the loss, theft, destruction or mutilation of this Certificate, and of
indemnity reasonably satisfactory to it, and (in the case of mutilation) upon
surrender and cancellation of these Warrants, FermaVir will execute and deliver
in lieu thereof a new Certificate of like tenor as the lost, stolen, destroyed
or mutilated Certificate.



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6.             Representations and Warranties of
FermaVir.  FermaVir hereby represents and warrants to
Holder that:


6.1           Due
Authorization.  All corporate action
on the part of FermaVir, its officers, directors and shareholders necessary for
(a) the authorization, execution and delivery of, and the performance of all
obligations of FermaVir under, these Warrants, and (b) the authorization,
issuance, reservation for issuance and delivery of all of the Common Stock
issuable upon exercise of these Warrants, has been duly taken.  These Warrants constitute a valid and binding
obligation of FermaVir enforceable in accordance with their terms, subject, as
to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium,
reorganization and similar laws affecting creditors’ rights generally and to
general equitable principles.


6.2           Organization. 
FermaVir is a corporation duly organized, validly existing and in good
standing under the laws of the State referenced in the first paragraph of this
Certificate and has all requisite corporate power to own, lease and operate its
property and to carry on its business as now being conducted and as currently
proposed to be conducted.


6.3           Valid Issuance of Stock.  Any
shares of Common Stock issued upon exercise of these Warrants will be duly and
validly issued, fully paid and non-assessable.


6.4           Governmental Consents.  All
consents, approvals, orders, authorizations or registrations, qualifications,
declarations or filings with any federal or state governmental authority on the
part of FermaVir required in connection with the consummation of the
transactions contemplated herein have been obtained.


7.             Representations
and Warranties of Holder. 
Holder hereby represents and warrants to FermaVir that:


7.1           Holder
is acquiring the Warrants for its own account, for investment purposes only.


7.2           Holder understands that an investment in the
Warrants involves a high degree of risk, and Holder has the financial ability
to bear the economic risk of this investment in the Warrants, including a
complete loss of such investment. Holder has adequate means for providing for
its current financial needs and has no need for liquidity with respect to this
investment.


7.3           Holder has such knowledge and experience in
financial and business matters that it is capable of evaluating the merits and
risks of an investment in the Warrants and in protecting its own interest in
connection with this transaction.


7.4           Holder understands that the Warrants have not
been registered under the Securities Act or under any state securities
laws.  Holder is familiar with the
provisions of the Securities Act and Rule 144 thereunder and understands that
the restrictions on transfer on the Warrants may result in Holder being
required to hold the Warrants for an indefinite period of time.


7.5           Holder agrees not to sell, transfer, assign,
gift, create a security interest in, or otherwise dispose of, with or without
consideration (collectively, “Transfer”)
any of the Warrants except pursuant to an effective registration statement
under the Securities Act or an exemption from registration.  As a further condition to any such Transfer,
except in the event that such Transfer is



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made
pursuant to an effective registration statement under the Securities Act, if in
the reasonable opinion of counsel to FermaVir any Transfer of the Warrants by
the contemplated transferee thereof would not be exempt from the registration
and prospectus delivery requirements of the Securities Act, FermaVir may require
the contemplated transferee to furnish FermaVir with an investment letter
setting forth such information and agreements as may be reasonably requested by
FermaVir to ensure compliance by such transferee with the Securities Act.


8.             Notices of Record Date.


In the event:


8.1           FermaVir
shall take a record of the holders of its Common Stock (or other stock or
securities at the time receivable upon the exercise of these Warrants), for the
purpose of entitling them to receive any dividend or other distribution, or any
right to subscribe for or purchase any shares of stock of any class or any
other securities or to receive any other right; or


8.2           of any consolidation or merger of FermaVir
with or into another corporation, any capital reorganization of FermaVir, any reclassification
of the capital stock of FermaVir, or any conveyance of all or substantially all
of the assets of FermaVir to another corporation in which holders of FermaVir’s
stock are to receive stock, securities or property of another corporation; or


8.3           of any voluntary dissolution, liquidation or
winding-up of FermaVir; or


8.4           of any redemption or conversion of all outstanding Common Stock;


then, and in each
such case, FermaVir will mail or cause to be mailed to the Holder a notice
specifying, as the case may be, (a) the date on which a record is to be taken
for the purpose of such dividend, distribution or right, or (b) the date on
which such reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation, winding-up, redemption or conversion is to take
place, and the time, if any is to be fixed, as of which the holders of record
of Common Stock (or such stock or securities as at the time are receivable upon
the exercise of these Warrants), shall be entitled to exchange their shares of
Common Stock (or such other stock or securities), for securities or other
property deliverable upon such reorganization, reclassification, consolidation,
merger, conveyance, dissolution, liquidation or winding-up.  FermaVir shall use all reasonable efforts to
ensure such notice shall be delivered at least 5 days prior to the date therein
specified.


9.             Nontransferability.  Holder may not sell or transfer any Warrants
to any person without registration under the Securities Act or providing an opinion
of counsel acceptable to FermaVir that such transfer may lawfully be made
without such registration.  Any such
purported transfer shall not be effective as between such purported transferee
and FermaVir.


10.          Severability.  If
any term, provision, covenant or restriction of these Warrants is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of these
Warrants shall remain in full force and effect and shall in no way be affected,
impaired or invalidated.


11.          Notices.  All
notices, requests, consents and other communications required hereunder shall
be in writing and shall be effective when delivered or, if delivered by
registered or certified mail,



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postage
prepaid, return receipt requested, shall be effective on the third day
following deposit in United States mail: to the Holder, at the Holder’s address
of record in the Company’s warrant register; and if addressed to FermaVir, at
FermaVir Pharmaceuticals, Inc., 420 Lexington Avenue, Suite 445, New York, NY
10170, or such other address as FermaVir may designate in writing.


12.          No Rights as Shareholder.  The
Holder shall have no rights as a shareholder of FermaVir with respect to the
shares issuable upon exercise of the Warrants until the receipt by FermaVir of
all of the Exercise Documents.


	
  

  	
   

  	
  FERMAVIR PHARMACEUTICALS, INC.

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Geoffrey W. Henson, Chief Executive Officer

  	
   

  
								



 



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EXHIBIT “A”

NOTICE OF EXERCISE

(To
be signed only upon exercise of the Warrants)


To:          FermaVir Pharmaceuticals, Inc.


The
undersigned hereby elects to purchase shares of Common Stock (the “Warrant Shares”) of FermaVir Pharmaceuticals, Inc. (“FermaVir”), pursuant to the terms of the enclosed warrant
certificate (the “Certificate”).
The undersigned tenders herewith payment of the exercise price pursuant to the
terms of the Certificate.


The undersigned hereby represents and warrants
to, and agrees with, FermaVir as follows:


1.             Holder is acquiring
the Warrant Shares for its own account, for investment purposes only.


2.             Holder understands that an
investment in the Warrant Shares involves a high degree of risk, and Holder has
the financial ability to bear the economic risk of this investment in the
Warrant Shares, including a complete loss of such investment. Holder has
adequate means for providing for its current financial needs and has no need
for liquidity with respect to this investment.


3.             Holder has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks of an investment in the Warrant Shares and in protecting
its own interest in connection with this transaction.


4.             Holder understands that the Warrant
Shares have not been registered under the Securities Act or under any state
securities laws.  Holder is familiar with
the provisions of the Securities Act and Rule 144 thereunder and understands
that the restrictions on transfer on the Warrant Shares may result in Holder
being required to hold the Warrant Shares for an indefinite period of time.


5.             Holder agrees not to sell,
transfer, assign, gift, create a security interest in, or otherwise dispose of,
with or without consideration (collectively, “Transfer”)
any of the Warrant Shares except pursuant to an effective registration
statement under the Securities Act or an exemption from registration.  As a further condition to any such Transfer,
except in the event that such Transfer is made pursuant to an effective
registration statement under the Securities Act, if in the reasonable opinion
of counsel to FermaVir any Transfer of the Warrant Shares by the contemplated
transferee thereof would not be exempt from the registration and prospectus
delivery requirements of the Securities Act, FermaVir may require the
contemplated transferee to furnish FermaVir with an investment letter setting
forth such information and agreements as may be reasonably requested by
FermaVir to ensure compliance by such transferee with the Securities Act.











Each certificate evidencing the Warrant Shares will
bear the following legend:


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE
ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


6.             Immediately
following this exercise of Warrants, if as of the date of exercise
FermaVir  has a class  of securities registered under Section 12 of
the Securities Exchange Act of 1934, as amended, the undersigned will not beneficially
own five percent (5%) or more of the then outstanding Common Stock of FermaVir
(based on the number of shares outstanding set forth in the most recent
periodic report filed by FermaVir with the Securities and Exchange Commission
and any additional shares which have been issued since that date of which
Holder is aware have been issued).


Number
of Warrants Exercised:                                 


Net
Exercise            Yes        
No


Dated:                                           



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