<PAGE>

                                                                   EXHIBIT 10.32

Portions of this exhibit were omitted and filed separately with the Secretary of
the Commission pursuant to an application for confidential treatment filed with
the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.
Such portions are marked by a series of asterisks.


                     FIRST AMENDED AND RESTATED AGREEMENT
                     ------------------------------------



This First Amended and Restated Agreement (this "Agreement") is made as of 27
February, 2001 by and between Sanofi-Synthelabo, a corporation organized and
existing under the laws of France, having its principal office at 174 Avenue de
France, 75635, Paris, France, Cedex 13, France (hereinafter referred to as
"Licensor") on the one hand, and ViroPharma Incorporated, a corporation
organized and existing under the laws of Delaware, having its principal offices
at 405 Eagleview Boulevard, Exton, PA 19341 - USA (hereinafter referred to as
"Licensee") on the other hand.


                                  WITNESSETH
                                  ----------

WHEREAS, Sanofi, the predecessor-in-interest to Licensor, and Licensee entered
into that certain Agreement dated December 22, 1995, as amended on February 21,
1997 (as so amended, the "Original Agreement"); and

WHEREAS, by operation of law, Licensor assumed Sanofi's rights and obligations
under the Original Agreement on May 18, 1999; and

WHEREAS, Licensor and Licensee desire to amend and restate the Original
Agreement in its entirety as set forth herein.

NOW, THEREFORE, in consideration of the above premises and of the mutual
covenants hereinafter contained, Licensee and Licensor hereby agree as follows:

ARTICLE 1 - DEFINITIONS
-----------------------

The following terms as used in this Agreement shall have the following meaning
unless otherwise indicated:

1.1  Party or Parties shall mean respectively, either Licensee or Licensor as
     the context requires, or both Licensee and Licensor.

1.2  Agreement shall mean this Agreement in its entirety including the
     Schedules attached hereto.

1.3  Affiliate(s) shall mean either a corporation or other business entity,
     whether de jure or de facto, which, directly or indirectly, is owned by or
     is under common ownership with a Party hereto to the extent of at least
     fifty percent (50%) of the equity (or such lesser percentage which is the
     maximum allowed to be owned by a foreign corporation in a particular
     jurisdiction) having the power to vote on or direct the affairs of the
     entity and any person, firm partnership, corporation or other entity
     actually controlled by, controlling or under common control with a Party to
     this Agreement.

1.4  Products shall mean any preparation in finished product form for use to
     treat or prevent a Selected Indication and containing one of the Compounds
     as an active ingredient.
<PAGE>

1.5  Compounds means the chemical compounds that are covered by any of the
     Patents.

1.6  Selected Indications means the prevention or treatment of picornavirus
     infections.

1.7  Territory shall mean the United States of America and Canada, including
     their territories, commonwealths and possessions.

1.8  Trademarks shall mean the trademarks jointly selected by Licensor and
     Licensee as listed in Schedule 1 attached hereto (as the same may be
     amended from time to time by the Parties hereafter) under which the
     Products will be marketed in the Territory, which will be registered by,
     and in the name of, Licensor.

1.9  Patents shall mean the patents and patent applications owned or controlled
     by Licensor relating to the Compounds, as listed in Schedule 2 attached
     hereto, and any additions, divisions, continuations, continuations-in-part,
     amendments, amalgamations, reissues and re-examination of such applications
     or patents, including any extensions and renewals thereof, in whatever form
     and by whatever legal title they are granted (e.g., supplementary
     protection certificate).

1.10 Know-How and Technical Data shall mean all the know-how, scientific,
     commercial and technical data and other information presently available or
     which may become available from time to time, from Licensor or any of its
     Affiliates in the Territory, including but not limited to secret and
     confidential formulae, processes, procedures, methods and specifications
     concerning the Compounds, which will be disclosed by Licensor to Licensee
     for exclusive use in the Territory, and more generally any further
     information which are available and which Licensor feels is required by
     Licensee to assist in the performance of its obligation under this
     Agreement.

1.11 Intellectual Property Rights shall collectively mean the Patents, the
     Trademarks and the Know-How and Technical Data.

1.12 Registrations shall mean the New Drug Applications, Product License
     Applications or equivalent filings, which will be filed by the Licensee
     with the competent health authorities of the Territory at its own costs and
     expense, and any other authorization of any competent authority in the
     Territory allowing the manufacture and the marketing of the Products in the
     Territory.  When "Registrations" is used in connection with the Licensor,
     Registrations shall mean the equivalent regulatory filings in such
     jurisdictions outside the Territory.

1.13 Net Sales shall mean the invoiced sales of the Products after deducting:

     (a) customary trade discounts; reasonable quantity and cash discounts;

     (b) allowances or credits to customers on account of rejection or return of
         Products or on account of retroactive price reductions affecting
         Products;

     (c) freight and insurance included in the price; and

     (d) value added, sales, use or turnover taxes, and excise taxes or customs
         duties or local charges or taxes, included in the invoiced amount.


ARTICLE 2 - GRANT OF RIGHTS
---------------------------

2.1  Subject to all the terms and conditions of this Agreement, Licensor hereby
     grants to

                                       2
<PAGE>

     Licensee under the Intellectual Property Rights the sole and exclusive
     right and license to (a) develop, make, have made and use the Compounds and
     the Products for the Selected Indications in the Territory, and (b) to
     market and sell the Products for the Selected Indications in the Territory.
     Notwithstanding the foregoing, Licensee shall not be in breach of this
     Agreement for using the Compounds or the Products outside of the Territory,
     (i) provided that such use is solely for the Development Work (as defined
     below), including but not limited to conducting clinical trials, and
     Licensee receives Licensor's consent, such consent not to be unreasonably
     withheld (provided further that if Licensor does not respond to Licensee's
     request for Licensor's consent within thirty (30) days after the date of
     Licensee's request, then such consent shall be deemed given by Licensor),
     and (ii) to permit its sublicensees to manufacture Compounds or Products,
     provided that such manufacturing sublicensees are either identified on
     Schedule 3 attached hereto or are approved by Licensor as described in
     Section 2.2 below.

2.2  Licensor has consented to Licensee's use of the manufacturing sublicensees
     identified on Schedule 3 attached hereto, and Licensor hereby authorizes
     Licensee to appoint additional sublicensees in the Territory for the
     performance of its obligations hereunder, provided that (a) Licensee's
     selection of a Marketing Partner is subject to Section 4.4 below (and not
     this Section 2.2), and (b) Licensee's selection of additional third parties
     to manufacture Compounds and/or Products shall be subject to Licensor's
     consent of Licensee's use of such third party, such consent not to be
     unreasonably withheld. If Licensor does not respond to Licensee's request
     for Licensor's consent of any such additional third party to manufacture
     Compounds and/or Products within thirty (30) days after the date of
     Licensee's request, then such consent shall be deemed given by Licensor.

2.3  No sublicense agreement nor any of its provisions or agreement with a
     Marketing Partner (as defined below) shall relieve Licensee from any of its
     obligations to Licensor under this Agreement.

2.4  No sublicense agreement or agreement with a Marketing Partner negotiated by
     Licensee shall be inconsistent with the terms and conditions herein
     contained.

2.5  Licensee shall have a right of first refusal in the Territory to acquire
     the exclusive right (a) to include within the definition of Compounds
     hereunder all chemical compounds that are structurally related to or
     derived from the Compounds and which are not covered by any of the Patents
     (the "Analogues"), and to include within the definition of Patents
     hereunder all patent(s) and patent application(s) owned or controlled by
     Licensor relating to the Analogues, and (b) to include within the
     definition of Selected Indications hereunder any indication that is not
     included in the definition of "Selected Indications" as of the date of this
     Agreement (the "Other Indications").  Licensor shall notify Licensee of
     Licensor's receipt from a third party of a bona-fide offer in respect of
     the Analogues and/or the Other Indications, including the name of the
     offeror (the "Offeror") and the material terms and conditions of the offer
     (the "Offer"). Licensee shall have ninety (90) days after its receipt of
     such notice to review such Offer, and to notify Licensor that Licensee is
     willing to acquire the exclusive rights to the Analogues in the Territory,
     and/or to expand the definition of Selected Indications to include the
     Other Indications, under the terms of the Offer.  If Licensee elects not to
     exercise such right of first refusal prior to the end of such ninety (90)
     day period, then Licensor shall be free to grant such Offeror the right to
     use the Analogues under the patent(s) or patent application(s) applicable
     thereto, and/or to use the Compounds or the Analogues for the treatment of
     the Other Indications, under terms and conditions that are no more
     favorable to the Offeror, and no less favorable to Licensor, than the terms
     and conditions of the Offer.


ARTICLE 3 - DEVELOPMENT WORK
----------------------------

                                       3
<PAGE>

3.1  Licensee shall use its commercially reasonable efforts to develop and
     register the Products for the Selected Indications in the Territory at its
     sole expense ("Development Work").

3.2  If, within one (1) year after the United Stated Food and Drug
     Administration ("FDA") accepts of Licensee's filing of its Registration for
     a Product, Licensor has not commenced the registration process, or
     initiated clinical development activities, for such Product within the
     European Union, Licensee will attempt in good faith to secure a licensee
     therefor. If Licensor does not enter into a license agreement for the
     commercialization of such Product within one (1) year after the first
     commercial sale of such Product in the United States, Licensor shall notify
     Licensee and the Parties shall undertake good faith negotiations to expand
     Licensee's Territory upon mutually agreeable terms. For the avoidance of
     doubt, the Parties agree that there is no obligation on either Party to
     conclude an agreement for the expansion of the Territory.

3.3  (a) Licensor shall have the exclusive right to use all information and data
         developed by or on behalf of Licensee or any of its sublicensees
         (including but not limited to Licensee's Marketing Partner, as defined
         below) under this Agreement for applying for Registrations of the
         Products outside of the Territory. Upon Licensor's request, Licensee
         will provide reasonable scientific consulting support free of charge,
         subject to the provisions of Article 5 below relating to "Royalties",
         to Licensor for the preparation of such Registrations, and Licensee
         shall deliver to Licensor an electronic copy (in pdf format) of all
         portions of Licensee's New Drug Application for a Product submitted by
         Licensee to the FDA in electronic form, and a paper copy of all
         remaining portions.

     (b) Licensee shall have the exclusive right for each Product developed by
         or on behalf of Licensor to use all information and data developed by
         or on behalf of Licensor for applying for Registrations of the Products
         in the Territory.

3.4  Each Party shall have and retain sole and exclusive title to all inventions
     and discoveries which are made, conceived, reduced to practice or generated
     by its own employees or agents in the course of, or as a result of,
     activities pursuant to this Agreement.  Licensor shall have an exclusive
     unrestricted right outside the Territory, to make, have made, use, market
     and sell products containing inventions and discoveries relating to the
     Compounds and/or the Products developed under this Agreement by Licensee,
     or developed on behalf of Licensee by (a) its Marketing Partner, or (b) any
     of Licensee's other sublicensees  and to which Licensee has the right to
     grant an exclusive, unrestricted license to Licensor (provided that
     Licensee shall use its good faith effort to secure from such sublicensees
     sufficient rights to such discoveries and inventions to enable Licensor to
     make, have made, use, market and sell products containing such inventions
     and discoveries outside the Territory) (collectively, the "Licensee
     Discoveries and Inventions"), subject to royalty payment as provided in
     Article 5 below, provided that no other remuneration shall be due to
     Licensee by Licensor for such use.


ARTICLE 4 -MARKETING
--------------------

4.1  Promptly after Licensee's successful completion of the applicable
     Development Work, Licensee shall apply for Registrations of the Products
     for the Selected Indications in the Territory.

4.2  Licensee shall have right to market the Products in the Territory (a)
     either on an exclusive basis or (b) in joint marketing with a third party.
     Such marketing operations shall be

                                       4
<PAGE>

     performed by Licensee in accordance with current laws, rules and
     regulations applicable in the Territory with respect to the promotion and
     the sale of pharmaceutical products.

4.3  If Licensee has opted for case (a) in Section 4.2 above, it undertakes to
     use its commercially reasonable efforts to find markets, notably through
     serious trade canvassing and reasonable advertising, for the Products in
     the Territory for the Selected Indication(s) for which a Registration is
     approved by the FDA, and Licensee shall provide Licensor with semi-annual
     reports on Licensee's development and marketing activities.

4.4  If Licensee has opted for case (b) in Section 4.2 above, Licensee shall
     seek to select a marketing partner ********** (a "Marketing Partner"). If
     Licensee is unable to engage a third party that qualifies hereunder as a
     "Marketing Partner," then Licensee may select an alternative marketing
     partner under Section 4.2(b) above, but any third party selected by
     Licensee under Section 4.2(b) above that does not qualify as a "Marketing
     Partner" hereunder shall be subject to Licensor's consent, such consent not
     to be unreasonably withheld.  Licensee shall use, and Licensee's agreement
     with its Marketing Partner shall require the Marketing Partner to use,
     commercially reasonable efforts to develop, register and commercialize the
     Product for the Selected Indication(s) for which a Registration is approved
     by the FDA.  Licensor shall be free to market the Products directly, or
     through any company it may designate in any country outside the Territory.
     Licensee shall provide Licensor with semi-annual reports on Licensee's
     development and marketing activities.

4.5  It is hereby expressly understood that if Licensor decides to grant a
     license on the Products outside of the Territory, Licensor shall ensure
     that this appointed licensee shall refrain from marketing, selling or
     distributing the Products into the Territory to the extent permitted by
     applicable law.


ARTICLE 5 - ROYALTIES
---------------------

5.1  (a) From and after the date that Licensee delivers to Licensor a
     signed copy of an agreement between Licensee and a Marketing Partner, then:

             (i)  in consideration of the Patents license rights granted to
             Licensee hereunder, Licensee shall pay to Licensor, in addition to
             the stock issued under the Stock Purchase Agreement dated the date
             hereof, a royalty on Net Sales in the Territory, until the
             expiration, lapse, abandonment or invalidation of the last Patent
             covering the Products or any extension thereto, if any, determined
             as follows:

             Net Sales Per Calendar Year:    Royalty Rate:
             ----------------------------    -------------

             **********                      **********

             (ii)  in consideration of the Trademark license rights granted to
             Licensee hereunder and Licensee's use of Know-How and Technical
             Data, Licensee shall pay to Licensor a royalty of ********** on Net
             Sales in the Territory until the expiration or termination of this
             Agreement;

             (iii) in consideration of the Development Work performed by
             Licensee under this Agreement, Licensor shall pay to Licensee a
             royalty of ********** on Net Sales made by Licensor or any of its
             sub-licensees, as the case may be, outside of the Territory; and

                                       5
<PAGE>

             (iv)  Licensor shall pay Licensee ********** within 90 days of the
             submission of the first Registration for a Product for approval in
             Japan.

     (b) Notwithstanding Section 5.1(a) above, the provisions of Section 5.1(c)
         shall apply in determining the royalty rates thereafter applicable to
         both Licensee and Licensor if:

             (i)   Licensee does not enter into a marketing agreement with a
             Marketing Partner (a "Marketing Agreement") within three (3) years
             after the date of this Agreement; or

             (ii)  If Licensee terminates its Marketing Agreement for any
             reason, and does not enter into a new Marketing Agreement within
             one (1) year after the effective date of such termination.


     (c) If Licensee does not select a Marketing Partner, then:

             (i)   in consideration of the Patents license rights granted to
             Licensee hereunder, Licensee shall pay to Licensor a royalty of
             ********** on Net Sales in the Territory, until the expiration,
             lapse, abandonment or invalidation of the last Patent covering the
             Products or any extension thereto, if any;

             (ii)  in consideration of the Trademark license rights granted to
             Licensee hereunder and Licensee's use of Know-How and Technical
             Data, Licensee shall pay to Licensor a royalty of ********** on Net
             Sales in the Territory until the expiration or termination of this
             Agreement;

             (iii) in consideration of the Development Work performed by
             Licensee under this Agreement, Licensor shall pay to Licensee a
             royalty of ********** on Net Sales made by Licensor or any of its
             sub-licensees, as the case may be, in the European Union; and

             (iv)  in consideration of the Development Work performed by
             Licensee under this Agreement, Licensor shall pay to Licensee a
             royalty on Net Sales made by Licensor or any of its sub-licensee,
             as the case may be, in Japan or outside the European Union, of
             **********; in addition, Licensor shall pay Licensee **********
             within 90 days of the submission of the first Registration for a
             Product for approval in Japan.

5.2  (a) In the event that during the term of this Agreement, Licensee is
         willing to market and sell a Product which comprises a Compound and at
         least one other additional therapeutically or prophylactically active
         ingredient which is not a Compound (the "Additional Active Ingredient")
         (a Product comprised of a Compound and an Additional Active Ingredient
         is hereinafter referred to as a "Combination Product"), it shall so
         notify Licensor. Unless Licensor acquires the right to commercialize
         the Additional Active Ingredient together with the Compound outside the
         Territory pursuant to Section 5.2(b) below, Licensee's right to market
         the Combination Product is subject to Licensor's consent as described
         in Section 5.2(c) below.

     (b) If Licensee owns or otherwise possesses the right to sublicense the use
         of the Additional Active Ingredient, Licensee shall undertake good
         faith negotiations with Licensor to permit Licensor to commercialize
         the Additional Active Ingredient together with the Compound outside the
         Territory upon mutually agreeable terms. If a third party owns or
         otherwise possesses the right to sublicense the use of the

                                       6
<PAGE>

         Additional Active Ingredient, Licensee shall use its commercially
         reasonable efforts to induce such third party to undertake good faith
         negotiations with Licensor to permit Licensor to commercialize the
         Additional Active Ingredient outside the Territory together with the
         Compound upon mutually agreeable terms. For the avoidance of doubt, the
         Parties agree that there is no obligation on either Licensee or such
         third party to conclude with Licensor an agreement that permits
         Licensor to commercialize the Additional Active Ingredient together
         with the Compound outside the Territory.

     (c) If, after reasonable and good faith negotiations, Licensor is unable to
         secure from Licensee (if Licensee owns or otherwise possesses the right
         to sublicense the use of the Additional Active Ingredient) or a third
         party (if such third party owns or otherwise possesses the right to
         sublicense the use of the Additional Active Ingredient) the right to
         commercialize the Additional Active Ingredient outside the Territory
         together with the Compound, then Licensor may withhold its consent
         described in Section 5.2(a) from Licensee, but such consent shall not
         be unreasonably withheld.

     (d) If Licensee markets and sells any Combination Product, then the Parties
         shall discuss in good faith royalties on Net Sales of said Combination
         Product which shall be based on the relative values of Compound and the
         Additional Active Ingredient, provided however that, in no event shall
         the royalty rate applicable to any Combination Product exceed the
         royalty rates otherwise specified in this Article 5.

5.3  In the event that a governmental agency in any country of the Territory
     grants or compels Licensee or Licensor to grant license rights to any third
     party for the Products, Licensee shall have the benefit in such country of
     the terms granted to such third party, to the extent that such terms are
     more favorable than those of this Agreement.

5.4  Each Party shall keep special accounts in which shall appear any and all
     elements necessary for an accurate assessment of its Net Sales on a country
     by country basis.  Such special accounts shall be made available to the
     other Party upon its request.  Any payment to be paid for the purpose of
     this Article 5 shall be made in US dollars by bank wire within 60 (sixty)
     days after the end of the quarter, provided that Licensor shall use the
     average of the daily rates for the calendar quarter invoiced as issued by
     the Banque de France in computing the exchange rate.

5.5  Taxes (exclusive of penalties and interest) required to be paid or
     withheld on payments made hereunder shall be deducted from any amount
     otherwise due, or, if such taxes are paid by Licensee, Licensor shall
     reimburse Licensee for the taxes (exclusive of penalties and interest),
     provided that receipts acknowledging payment thereon shall be submitted to
     the Licensor promptly whenever taxes are so paid or deducted.

5.6  Licensor acknowledges its receipt of USD 1,000,000 from Licensee upon
     execution of the Original Agreement, and USD 1,200,000 pursuant to Section
     3.2(b) of the Original Agreement. Licensee acknowledges its receipt of USD
     400,000 from Licensor pursuant to Section 6.2(a)(ii) of the Original
     Agreement.


ARTICLE 6 - MANUFACTURING AND TRADEMARKS
----------------------------------------

6.1  Subject to Section 2.2 above, Licensee, or any of its sublicensees, as the
     case may be, shall manufacture or have manufactured the Products in the
     Territory, provided, however, that Licensor shall be free to manufacture or
     have manufactured the Products in the Territory so long as they are
     marketed outside the Territory.

                                       7
<PAGE>

6.2  (a) Licensee covenants that the Products will be manufactured complying
         with their specifications, in accordance with existing production and
         control requirements for pharmaceutical products and with current laws,
         rules and regulations applicable to drug substances in the Territory,
         including but not limited to Good Manufacturing Practices.

     (b) Licensor covenants that, if it is requested to manufacture the Products
         for Licensee upon terms and conditions to be mutually agreed upon, the
         Products will be manufactured complying with Licensee's specifications,
         in accordance with existing production and control requirements for
         pharmaceutical products and with current laws, rules and regulations
         applicable to drug substances in the Territory, including but not
         limited to Good Manufacturing Practices.

6.3  (a) Licensor shall have the right, at Licensor's sole cost and expense,
         during normal business hours and upon reasonable prior written notice,
         to have an observer inspect any  manufacturing facility used for the
         production or packaging of Compound and/or Products, in order to ensure
         that the manufacture thereof complies with the terms of this Agreement;
         provided, however, that there shall be no interference with the
         --------  -------
         relevant operations by Licensor's observers. Such observers will at all
         times comply with the applicable safety and security rules of the
         manufacturer.  Licensor shall have the right, upon reasonable prior
         written notice to Licensee, to examine all technical records related to
         the manufacture of Compound and/or Products and to request and receive
         reasonable samples of the Compound and Products.

     (b) Licensee shall promptly notify Licensor of any inspections related to
         the Compound or Products by the relevant government agencies having
         competent jurisdiction, and shall promptly inform Licensor about any
         material observations related to the Compound or Products.

6.4  Licensee shall notify Licensor of any steps taken by Licensee with the
     regulatory authorities in the Territory in order to change, alter or modify
     the preparation and formulation of the Products.

6.5  Licensee shall be responsible for the control of printed packaging in the
     Territory.  Each packaging shall mention the wording "Under license from
     SANOFI-SYNTHELABO", or such other statement that Licensor may reasonably
     request, including without limitation references to patent numbers,
     provided that such wording otherwise complies with all applicable laws and
     regulatory requirements for such labeling.

6.6  (a) Licensee undertakes to inform Licensor and shall cause its
         Marketing Partner and its sublicensee(s) to inform Licensor of any
         remarks which may have been made by government inspectors during their
         visit to any facilities involved in the manufacture of the Products,
         and on any appropriate actions taken in response hereto.

     (b) Each Party hereto shall, and shall cause of their sublicensees to
         (including, in the case of Licensee, its Marketing Partner),
         immediately notify the other in writing as soon as it becomes aware of
         any defect or condition that may render a Compound or Product subject
         to a recall or product correction pursuant to any country's law, rules
         and regulations. Additionally, the Parties and their sublicensees
         (including, in the case of Licensee, its Marketing Partner) shall share
         all data on Compounds' or Products' complaints including but not
         limited to, complaints or information regarding performance and/or
         allegations or reports of any adverse effects on a patient from use of
         the Products or Compounds, as soon as such data is available,

                                       8
<PAGE>

         and in accordance with any adverse events protocol of the Party for the
         U.S.

6.7  (a) Licensee shall execute and deliver to Licensor, in such form as
         Licensor shall reasonably request, any and all documents which may be
         necessary or desirable to assist Licensor in registering or renewing
         the Trademarks, or in recording Licensee as a registered user of the
         Trademarks, if necessary.  Licensee shall bear all costs of selecting
         the Trademarks. Licensor shall bear all costs of registering,
         maintaining and renewing the Trademarks, and shall reimburse Licensee
         for all reasonable costs incurred by it in connection therewith.

     (b) Licensee agrees not to register or attempt to register in the
         Territory any trade name, trademark, service mark, certification mark
         or logo that is confusingly similar to, or that contains elements that
         are confusingly similar to, any Trademarks.

     (c) Licensee shall comply with all notice and marking requirements under
         applicable intellectual property laws that are necessary or advisable
         for the protection and enforcement of the Intellectual Property Rights.

     (d) Prior to the first commercial sale of a Product, and from time to time
         thereafter at the request of Licensee, Licensor shall adopt, after
         consultation with Licensee, the guidelines for correct Trademark usage
         (as the same may be amended from time to time, the "Guidelines"). When
         adopted, the Guidelines shall be deemed to be an Schedule to, and part
         of, this Agreement. Licensee agrees to conform to the Guidelines with
         respect to the manner of use of the Trademarks. Upon Licensor's
         request, such request not to be made more than two times in any
         calendar year, or if the Trademarks will not be used by Licensee in
         accordance with the Guidelines, Licensee shall submit to Licensor
         samples of any packaging or promotional materials bearing the
         Trademark. Licensor shall have 15 days after receipt of such samples to
         notify Licensee in writing of any improper usage of the Trademark
         therein and Licensee shall make reasonable modifications to correct
         such improper Trademark usage. Following such modifications, or if
         Licensor has not issued a notification as provided above, Licensee may
         use such promotional and packaging materials in connection with the
         Products, and may modify the same provided that there is no change in
         the usage of the Trademark. The parties acknowledge and agree that
         while Licensee shall control the commercialization of the Products in
         the Territory, Licensor owns the Trademark and that Licensor may
         require modifications to packaging and promotional materials to the
         extent necessary to ensure correct Trademark usage. The Guidelines are
         conclusively deemed to be correct Trademark usage. Except as expressly
         provided herein, the use of the Trademark hereunder shall give Licensee
         no property interest in, or right to, such Trademark. All use by
         Licensee of the Trademark shall inure solely to Licensor.

ARTICLE 7 - REPRESENTATION AND WARRANTIES
-----------------------------------------

7.1  Licensor hereby represents:

     (a) that it has full rights and authority to enter into this Agreement;

     (b) that as of the date of this Agreement, it is the owner of the
         Intellectual Property Rights in the Territory and/or it has the right
         to use and license such Intellectual Property Rights in the Territory;

     (c) that it has not entered into any agreement with any third party in the
         Territory which is in conflict with the rights granted to Licensee
         pursuant to this Agreement;

                                       9
<PAGE>

         and

     (d) that it has no present knowledge that any of the Patents and the Know-
         How and Technical Data rights are invalid, or that their exercise would
         infringe the rights of third party.

7.2  Licensee hereby represents and warrants:

     (a) that it has the full right and authority to enter into this Agreement
         and that it shall use the Intellectual Property Rights for the sole
         purpose of this Agreement, in accordance with its terms and conditions;
         and

     (b) that it shall develop, manufacture and market the Products in the
         Territory, in accordance with the terms and conditions herein
         contained, and any applicable law, rules and regulations in full force
         in the Territory, including but not limited to Good Laboratory
         Practices, Good Clinical Practices and Good Manufacturing Practices.


ARTICLE 8 - LIABILITY
---------------------

8.1  Except to the extent caused by the use of any Compound in clinical trials
     prior to the date of the Original Agreement, Licensor shall assume no
     liability for toxic effects or other injuries which may be suffered by
     Licensee's or its sublicensee(s)'s employees in connection with the
     handling or storage of Compounds used in the Development Work and the
     manufacture of the Products pursuant to this Agreement and subject to the
     terms and conditions hereof.

8.2  Subject to the terms and conditions of this Agreement, Licensor shall
     assume no liability for any damage occasioned by Compounds or Products to
     Licensee's facilities and equipment, to its sublicensee(s)'s facilities and
     equipment, or to goods or products belonging to third parties which are
     stored in their warehouses.

8.3  Licensee shall take, or shall cause its sublicensee(s) to take, a general
     liability insurance policy covering all manufacturing operations performed
     under this Agreement.

8.4  Licensee undertakes to indemnify and hold harmless Licensor against any
     and all liability, loss, claims, cost, expenses or damages related to (a)
     the development of the Products by Licensee or any of its sublicensees
     (including its Marketing Partner), or any act or omission of Licensee or
     any of its sublicensees (including its Marketing Partner) in the
     development of the Products, including but not limited to any injury
     (whether to body, property, character or reputation) sustained by any
     person or to any person or to property, and for any violation of municipal,
     state, or federal laws or regulations of the United States of America
     and/or Canada, (b) the manufacture (whether or not defective) and marketing
     of the Compounds or the Products by Licensee or any of its sublicensee(s),
     or (c) the breach of any covenant, representation or warranty of Licensee
     in this Agreement, provided that such indemnities shall not apply to the
     extent such claims are covered by Licensor's indemnity set forth in Article
     8.5 below.  If Licensor is sued in any court or tribunal for damages by
     reasons of any of the acts described above, then Licensee shall defend such
     action or cause it to be defended, at its own expense, and shall pay and
     discharge any judgment as may be rendered, to the extent (i) Licensor gives
     Licensee notice of any such law suit (including a copy thereof served upon
     Licensee) within thirty (30) days after such law suit was served upon
     Licensor, (ii) Licensor and its employees fully cooperate with Licensee and
     its legal representatives, and (iii) Licensor does not withhold its
     approval of the settlement of any claim, liability or action by

                                       10
<PAGE>

     Licensee, provided that such settlement does not impose any penalty,
     obligation or limitation on Licensor. If Licensee fails or neglects to so
     defend, then Licensor may defend the same and any expenses, including
     reasonable attorney fees, incurred or any judgment required to be paid,
     shall be promptly reimbursed upon Licensor's demand. Licensee shall not be
     required to indemnify Licensor for any liability, loss, cost, expense or
     damage, incurred by Licensor to the extent it results from Licensor's own
     acts, omissions or negligence. This Section 8.4 shall survive termination
     of this Agreement.

8.5  Licensor undertakes to indemnify and hold harmless Licensee against any
     and all liability, loss, claims, costs, expense or damages to which
     Licensee may be or may become subject as a result of (a) adverse effects of
     the Products and/or the Compounds, only if Licensor manufactures any of the
     Products and/or the Compounds, and provided that such adverse effects are
     not due to any acts, omissions or negligence on the part of Licensee or of
     any of its sublicensee(s) in the development, manufacture, marketing or
     other usage or storage or handling of the Compounds and/or the Products, or
     (b) the breach of any covenant, representation or warranty of Licensor in
     this Agreement, provided that such indemnities shall not apply to the
     extent such claims are covered by Licensee's indemnity set forth in Article
     8.4 above.  If Licensee is sued in any court or tribunal for damages by
     reasons of any of the acts described above, then Licensor shall defend such
     action or cause it to be defended at its own expense, and shall pay and
     discharge any judgments as may be rendered, to the extent (i) Licensee
     gives Licensor notice of any such law suit (including a copy thereof served
     upon Licensee) within thirty (30) days after such law suit was served upon
     Licensee, (ii) Licensee and its employees fully cooperate with Licensor and
     its legal representatives, and (iii) Licensee does not withhold its
     approval of the settlement of any claim, liability or action by Licensor,
     provided that such settlement does not impose any penalty, obligation or
     limitation on Licensee.  If Licensor fails or neglects to so defend, then
     Licensee may defend the same and any expense including reasonable attorney
     fees, incurred or any judgment required to be paid, shall be promptly
     reimbursed upon Licensee's demand. This clause shall survive termination of
     this Agreement.  This Section 8.5 shall survive termination of this
     Agreement.

8.6  Notwithstanding anything to the contrary in this Agreement, (a) neither
     Party shall have any liability to the other Party for any indirect or
     consequential losses or damages incurred hereunder by such other Party,
     including without limitation, loss of profits, and (b) neither Party shall
     have any liability to the other Party in the event that (i) any
     Registration is withdrawn by a regulatory authority through no fault of the
     first Party, or (ii) a Party withdraws an Unsafe Product (as defined in
     Section 12.3 below) from the market in its Territory.  This Section 8.6
     shall survive termination of this Agreement.

8.7  Licensee and Licensor agree that any information related to side effects of
     the Products which are known to them will promptly and fully be made known
     to the other Party.


ARTICLE 9 - PATENT PROSECUTION AND MAINTENANCE; DEFENSE OF PATENTS AND KNOW-HOW
-------------------------------------------------------------------------------
AND TECHNICAL DATA
------------------

9.1  From and after the date of this Agreement, Licensee shall bear the costs
     incurred in connection with the prosecution and maintenance of the Patents
     in the Territory identified in Schedule 1, Section A.  If Licensee elects
     not to maintain, in any country in the Territory, any of the Patents in the
     Territory identified in Schedule 1, Section A, then Licensee shall give
     Licensor notice thereof within a reasonable period after such election and
     prior to taking or failing to take any action that may prevent obtaining or
     maintaining enforceable patent rights.  If, in such event, Licensor desires
     to file, prosecute, or maintain a patent application or a patent in that
     country, then Licensor may do so in

                                       11
<PAGE>

     Licensor's name and at Licensor's sole expense.

9.2  From and after the date of this Agreement, Licensor shall bear the costs
     incurred in connection with the prosecution and maintenance of the Patents
     in the Territory identified in Schedule 1, Section B and of any patent
     filed in any country outside of the Territory that are the counterparts to
     the Patents identified in Schedule 1, Section B. If Licensor elects not to
     maintain, (a) in any country in the Territory, any of the Patents in the
     Territory identified in Schedule 1, Section B, or (b) in any country of the
     world outside of the Territory, any of its patents that are the
     counterparts to the Patents identified in Schedule 1, Section B, then
     Licensor shall give Licensee notice thereof within a reasonable period
     after such election and prior to taking or failing to take any action that
     may prevent obtaining or maintaining enforceable patent rights. If, in such
     event, Licensee desires to file, prosecute, or maintain a patent
     application or a patent in that country, then Licensee may do so in
     Licensor's name on behalf of Licensor and at Licensee's sole expense.

9.3  If either Party becomes aware of any infringement of any Intellectual
     Property Rights, then such Party shall promptly notify the other Party of
     such infringement and Licensor shall promptly (a) undertake proceedings in
     its own name and at its own expense to restrain or bring other action
     against such infringement and shall notify Licensee of such proceedings, or
     (b) authorize and agree to cooperate with Licensee to permit Licensee to
     undertake proceedings, at Licensee's expense, to restrain or bring other
     action against such infringement. Each Party shall be entitled to be
     represented at such proceedings by counsel at such Party's expense. Any
     recovery by Licensee or Licensor hereunder shall first be used to reimburse
     the expenses incurred by the Party undertaking such proceedings and any
     remaining amount shall be treated as a component of such Party's annual Net
     Sales of Products, unless the Parties shall otherwise agree. Neither Party
     shall enter into a settlement of any such proceedings that would compromise
     the other Party's rights under this Agreement, without the prior written
     consent of the other Party.

9.4  If, in Licensee's reasonable judgment and after consultation with Licensor,
     Licensee's use of the Intellectual Property Rights or the import, export,
     manufacture, use, sale or offer for sale of a Product or Compound would
     infringe on the rights of a third party (other than any such infringement
     that arises solely as a result of Licensee's use of a Product or Compound
     in a Combination Product) unless Licensee obtained a license from such
     third party and paid a royalty or other amounts under such license, then
     Licensor shall use commercially reasonable efforts to obtain from such
     third party the right for Licensee to continue its use of the Intellectual
     Property Rights and the right to import, export, manufacture, use, sell and
     offer for sale the Products and the Compounds. Licensee's obligation to pay
     royalties under Section 5 shall be reduced by the amount of the royalty or
     other amounts actually paid by Licensee to such third party.

ARTICLE 10 NON COMPETE COVENANT
-------------------------------

10.1 In the frame of good cooperation between the Parties under this Agreement,
     and for their mutual interest, Licensee undertakes not to commercially
     market or manufacture for commercial marketing, directly or indirectly,
     during the term of this Agreement while Licensee is the sole and exclusive
     person or entity practicing, directly or indirectly, the Patents and/or
     Trademarks in the Territory, any product that directly competes with the
     Product in the Selected Indications. In the event of an early termination
     of this Agreement (a) by Licensor due to a material breach by Licensee, or
     (b) by Licensee pursuant to Section 12.2 below, and in each case provided
     that a Patent is then in force covering a Product that is then being
     marketed, Licensee, directly or indirectly, undertakes not to commercially
     market or manufacture for commercial marketing, for a period of two (2)
     years from the effective date of said termination or until the expiration

                                       12
<PAGE>

     of a Patent covering such Product, whichever is earlier, any product that
     directly competes with such Product in the Selected Indications.

ARTICLE 11 - DURATION
---------------------

11.1  Subject to Section 11.3 below, this Agreement, unless previously
      terminated pursuant to the terms and conditions herein contained and/or
      unless otherwise agreed upon between the Parties, shall be effective as of
      the date first above written, and shall remain in force until either (a)
      the expiration of the last Patent covering any of the Compounds and/or the
      Products in any country of the Territory, or (b) ten (10) years as from
      the first launch of the Products in any country of the Territory by
      Licensee or its sublicensee(s), whichever is later.

11.2  This Agreement shall thereafter be automatically renewed for successive
      five year periods unless either Party has notified the other of its
      decision not to renew it by written notice sent to the other at least six
      (6) months before the end of the then-current term of this Agreement.

11.3  Notwithstanding any other provisions of this Agreement, the license to use
      Licensor's Trademarks in accordance with the Guidelines, and subject to
      Licensee's obligation to pay royalties to Licensor, both as set forth
      above, is separate from other licensed rights hereunder and shall not
      expire or be terminable unless: (a) requested by Licensee; or (b) this
      Agreement is terminated (i) by Licensor due to a material breach by
      Licensee (including but not limited to Licensee's material breach of the
      Guidelines for trademark usage which breaching activity has not
      discontinued by Licensee within 60 days after Licensee's receipt of
      written notice of such breach by Licensor), (ii) by Licensee pursuant to
      Section 12.2 below, (iii) with respect to any Unsafe Product pursuant to
      Section 12.3 below (in which case the license to use Licensor's Trademarks
      shall be terminable solely with respect to such Unsafe Product), or (iv)
      by Licensor pursuant to Section 12.4 below.

ARTICLE  12 - TERMINATION OR DISCONTINUATION
--------------------------------------------

12.1  In the event that either of the Parties commits any breach or violation of
      its material obligations hereunder and does not remedy said violation or
      breach within thirty (30) days of the non-breaching Party's written
      notice, the non-breaching Party shall have the right to early terminate
      this Agreement immediately and without prejudice to a claim for damages,
      by giving notice to such breaching Party, provided that the notice of
      termination is given within three (3) months after the default and prior
      to correction of the default.

12.2  This Agreement may be terminated upon the written request of either Party,
      but only after prior consultation with the other Party, upon the
      reasonable determination by the terminating Party, prior to the first
      commercial marketing of a Product, that no further Development Work of any
      of the Compounds is possible or practicable due to material and adverse
      scientific, health, safety or regulatory issues; provided that Licensor
      shall not terminate this Agreement under this Section 12.2 prior to the
      first commercial marketing of a Product if any of the Compounds is then
      under development by Licensee.

12.3  If, after the first commercial marketing of a Product, a Product is
      required by the relevant regulatory authority in a particular jurisdiction
      in the Territory to be permanently and completely withdrawn from the
      market for serious adverse health or other safety reasons (an "Unsafe
      Product"), then upon the written request of either Party, but only after
      prior consultation with the other Party, this Agreement may be terminated,
      on a country by country basis solely as to the particular Unsafe Product.

                                       13
<PAGE>

12.4  This Agreement may be discontinued or terminated by Licensor:

      (a)   by giving Licensee a sixty (60) day prior written notice in the
            event that there is a change in control of Licensee, which would
            materially and adversely affect the development, manufacturing and
            marketing of the Products in the Territory, control being understood
            as either the ownership of the majority of the voting stock of
            Licensee, or the right through ownership or contract to appoint at
            least the majority of the members of the board of directors of
            Licensee,

      (b)   without prior written notice to Licensee in the event that Licensee
            is subject to, or applies for any kind of bankruptcy proceedings,
            including without limitation the appointment of a receiver or of a
            liquidator, the distribution and/or liquidation of part or all of
            Licensee's assets or the application for any kind of protection
            against its creditors.

12.5  Upon termination or expiration of this Agreement for whatever reason,
      Licensor will have free access and use of the dossiers used by Licensee
      for the submission of the Registrations in the Territory.

      (a)   From and after the expiration or termination of this Agreement for
            any reason:

            (i)    Licensee shall immediately cease the use of the Trademarks,
                   the Patents and the Know-How and Technical Data granted under
                   this Agreement and consequently shall cease and/or have
                   ceased any development, manufacturing and marketing of the
                   Products in the Territory;

            (ii)   Licensor shall immediately cease the use of the Licensee
                   Discoveries and Inventions;

            (iii)  Licensee shall return to Licensor any and all confidential
                   documents, information, details of methods, protocols, photo
                   negatives, scientific, technical and commercial reports,
                   which have been disclosed to Licensee under this Agreement;

            (iv)   The Parties shall remain bound by the obligations of secrecy
                   set out in this Agreement and Licensee shall not make any
                   direct or indirect commercial or industrial use of the
                   Compounds and/or of the Products and/or of the Trademarks,
                   the Patents and/or the Know-How and Technical Data.

      (b)   From and after the termination of this Agreement (i) pursuant to
            Section 12.4, (ii) by Licensor due to a material, uncured breach by
            Licensee pursuant to Section 12.1, or (iii) by Licensee pursuant to
            Section 12.2 or as to any Unsafe Product pursuant to Section 12.3,
            Licensee shall, in accordance with applicable law, immediately
            assign or deliver or turn over to Licensor or any person or company
            designated by Licensor without any charge, all relevant
            Registrations and applications therefor pending or already obtained
            from the authorities in the Territory, governmental or otherwise,
            concerning the right to develop, manufacture and market the Products
            (or Unsafe Product in the case of a termination by Licensee under
            Section 12.3) in the Territory (including all those rights which are
            already directly or indirectly in the possession of Licensee or
            those which Licensee has the right to possess) and to provide
            reasonable assistance to Licensor in meeting all relevant
            obligations to concerned authorities in respect of Licensee's
            activities related to such Registrations and applications for
            Registrations.

                                       14
<PAGE>

12.6  Licensee and its sublicensees shall be permitted to sell all Products
      which they have on hand on the date of such expiration or termination,
      provided that Licensee shall pay the royalty that would have otherwise
      been due thereon under the terms of the Agreement.


ARTICLE  13 - CONFIDENTIALITY
-----------------------------

13.1  The text of the present Agreement will not be disclosed, either in its
      entirety or in part, by either of the Parties, to a third party or to the
      public, other than to a Party's Affiliates, parent companies, branch
      offices, accountants and financial and legal advisors or prospective
      investors or prospective marketing partners, subject to a secrecy
      commitment of said persons or entities, without the prior written consent
      of the other Party, unless such a disclosure is required by applicable
      law, in which case the Party from whom the disclosure is legally required
      will immediately advise the other Party hereto accordingly in writing.
      Licensor acknowledges that Licensee shall file this Agreement with the
      United Stated Securities and Exchange Commission.

13.2  Except as provided above, during the term of this Agreement and for a
      period of five (5) years thereafter, Licensor and Licensee shall not
      reveal or disclose to any third party any confidential information
      received from the other Party without first obtaining the written consent
      of the disclosing Party, except as may be required for the purposes of
      investigating, developing, manufacturing or marketing the Compounds and/or
      the Products or for securing essential or desirable authorizations,
      privileges or rights from governmental agencies, or as may be necessary to
      file or prosecute patent applications concerning the Compounds and/or the
      Products or to carry out any litigation concerning the Compounds and/or
      the Products.

13.3  The foregoing provisions shall not apply to any information which:

      (a)  is public knowledge or becomes public knowledge through no fault of
           the receiving Party, or

      (b)  has been properly provided to the receiving Party, without
           restriction, by an independent third party, or

      (c)  was already properly in the possession of the receiving Party at the
           time of receipt from the disclosing Party, or

      (d)  has to be disclosed to any governmental agency, authority or officer
           in the Territory, in connection with the development, manufacture,
           use and marketing of the Products, or

      (e)  is required by applicable law.

13.4  Licensee covenants and agrees in addition to see that this obligation is
      observed by any and all persons involved in the development, manufacture
      and marketing of the Products.


ARTICLE 14 - FORCE MAJEURE
--------------------------

14.1  Notwithstanding any other provision hereof, Licensee or Licensor shall be
      excused from delays in the performance of, or failure to perform, any of
      their obligations under this Agreement, due to and for the duration of an
      event beyond their reasonable control and not due to a fault on their
      part, including, without limitation: strikes, lockouts, shortage of
      supplies, Act of Government, Act of God, any other event of the same
      gender, and any

                                       15
<PAGE>

      other cause beyond the reasonable control of the Parties, provided that
      the Party so excused shall recommence performance of this Agreement with
      the utmost dispatch as soon as possible.

14.2  Should any such cause for failure or delay in the performance of a
      material term of this Agreement last for more than sixty (60) consecutive
      days, the other Party may, after the expiration of such period and if such
      failure or delay still exits, give notice in writing as provided herein to
      the Party so excused either accepting continued suspension of such Party's
      performance for a period reasonable in the circumstances, or terminating
      this Agreement.

14.3  The Party wishing to be so excused from its obligations, shall notify the
      other Party without delay of the circumstances and effects of such an
      event and consult therewith on suitable interim arrangements which may
      include mutually agreeable amendments to this Agreement.


ARTICLE 15 - MISCELLANEOUS
--------------------------

15.1  This Agreement shall inure to the benefit of and shall be binding upon,
      the Parties and their respective successors. Licensee may not assign its
      rights or obligations under this Agreement without the prior written
      consent of Licensor which shall not be unreasonably withheld, except to
      its Affiliates. Licensor has the right to assign its rights and/or
      obligations hereunder. Notwithstanding the preceding sentences, but
      subject to Section 12.4(a) above, in connection with the merger,
      acquisition, other change in control of Licensee, Licensee may assign its
      rights and obligations under this Agreement in whole or in part to
      Licensee's transferee or successor in interest without the prior written
      consent of Licensor.

15.2  All times and delays set forth or referred to herein are of the essence of
      this Agreement.

15.3  The captions of the provisions of this Agreement are for convenience of
      reference only and do not form a part of or govern construction of any
      part hereof.

15.4  The status of the Parties under this Agreement shall be that of
      independent contractors and neither Party shall be deemed or construed to
      be an employee, agent, partner or legal representative of the other Party
      for any purpose whatsoever. Neither Party shall have the right or
      authority to assume or otherwise create any obligation or responsibility,
      express or implied, on behalf or in the name of the other Party or to bind
      the other Party in any manner or thing whatsoever.

15.5  This Agreement embodies the entire understanding of the Parties with
      respect to such subject matter, and supersedes all previous agreement
      between them. No amendment or modification of this Agreement shall be
      valid and binding upon the Parties unless in writing and signed on behalf
      of each Party by its duly authorized officers.

15.6  Should either Party fail to enforce any provision of this Agreement, or
      fail to exercise, or waive, any right in respect thereto, such failure or
      waiver shall not be construed as constituting a waiver or constituting
      waiver of its rights to enforce such provision or right or any other
      provision or right.

15.7  In the event any provision of this Agreement is invalid, illegal or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby. If any of
      the terms or provisions of this Agreement are in conflict with any
      applicable statute or rule of law, then such terms or provisions shall be

                                       16
<PAGE>

      deemed inoperative to the extent that they may conflict therewith and
      shall be deemed to be modified to conform with such statute or rule of
      law. In the event that the terms and conditions of this Agreement are
      materially altered as a result of this Article 15.7, the Parties will
      renegotiate in good faith the terms and conditions of this Agreement to
      resolve any inequities.

15.8  Any notice, payment or report required or permitted under this Agreement
      shall be delivered by facsimile, expedited courier, hand or registered or
      certified mail to the following addresses

        (a)  if to Licensor:
             ---------------

                      Sanofi-Synthelabo
                      174 avenue de France - 75013 PARIS
                      Cedex 13
                      Facsimile:  33 01 53 77 49 94
                      Attention:  Director Licensing

with a copy to:
                      Sanofi-Synthelabo
                      174 avenue de France - 75013 PARIS
                      Cedex 13
                      Facsimile:  33 01 53 77 49 78
                      Attention:  Senior Vice President and General Counsel

and with a copy to:   Sanofi-Synthelabo - Accounting Department, for notice
                      relating to payments and sales statements only.

 (b)  if to Licensee:
      ---------------

                      ViroPharma Incorporated
                      405 Eagleview Boulevard
                      Exton, PA 19341
                      Facsimile:  610 458 7380
                      Attention:  Vice President, Research & Development

with a copy to:       ViroPharma Incorporated
                      405 Eagleview Boulevard
                      Exton, PA 19341
                      Facsimile:  610 458 7380
                      Attention:  General Counsel

or to such other person or address as shall hereafter furnished by written
notice to the other Party.


ARTICLE 16 - ARBITRATION / GOVERNING LAW
----------------------------------------

16.1  This Agreement shall be construed in accordance with and governed by the
      laws of the State of New York, without regard to the choice of laws
      principles that might otherwise be applied in such jurisdiction; provided,
      however that Article 16.2 below shall be governed by the Federal
      Arbitration Act, Title 9, United States Code, and the Convention on the
      Recognition and Enforcement of Foreign Arbitral Awards of June 10, 1958.

16.2  All disputes, questions, controversies, claims or differences arising out
      of or in relation to or in connection with this Agreement and which cannot
      be settled amicably, or for breach

                                       17
<PAGE>

      thereof, shall be finally settled under the Rules of Arbitration of the
      International Chamber of Commerce by three arbitrators appointed in
      accordance with the said Rules, with proceedings conducted in the English
      language in Paris. The president of the arbitral tribunal will not be a
      citizen of the United States of America or the Republic of France. The
      arbitral Tribunal shall apply to the merits of the dispute the provisions
      of this Agreement and in case of silence of such provisions, the Laws of
      the State of New York.

                                       18
<PAGE>

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in duplicate by their duly authorized representatives as of the date first
written above.


SANOFI-SYNTHELABO                        VIROPHARMA INCORPORATED


By:      /s/ Jean-Pierre Kerjouan          /s/ Michel de Rosen
       ------------------------------    ----------------------
                                         Michel de Rosen
Name:    Jean-Pierre Kerjouan            President and Chief Executive Officer
       ------------------------------

Title: Senior Vice President and
       General Counsel
       ------------------------------

By:      /s/ Jean-Claude Leroy
       ------------------------------

Name:    Jean-Claude Leroy
       ------------------------------

Title: Senior Vice President Strategy
       And Business Development
       ------------------------------

                                       19
<PAGE>

                                  SCHEDULE 1
                                  ----------

                                  TRADEMARKS

                                    PICOVIR

                                     NUVIX

                                    VIRNAX

                                       20
<PAGE>

                                   SCHEDULE 2
                                   ----------

                                    PATENTS
<TABLE>
<CAPTION>

A.
                         PATENT         FILING    GRANT
COUNTRY                  (Application)  DATE      DATE       STATUS
-----------------------  ------------   --------  --------   --------
<S>                      <C>            <C>       <C>        <C>
U.S.                        5,175,177   07/17/91  12/29/92   in force

U.S.                        5,643,929   05/19/95  07/01/97   in force

U.S.                        5,175,178   06/04/90  12/29/92   in force

U.S.                        5,567,719   06/07/95  10/22/96   in force

U.S.                        5,650,419   08/30/96  07/22/97   in force

U.S.                        5,821,257   03/31/98  10/13/98   in force

U.S.                        4,857,539   06/16/87  08/15/89   in force

U.S.                        5,110,821   06/07/90  05/05/92   in force

U.S.                        5,514,679   05/13/94  05/07/96   in force

Canada                     (2,190,129)  05/11/95  11/23/95*  pending

Canada                     (2,074,004)  07/16/92  01/18/93*  pending

Canada                     (2,022,425)  08/01/90  02/19/91*  pending

Canada                     (2,022,691)  08/03/90  02/22/91*  pending

Canada                      1,280,753   06/24/86  02/26/91   in force

B.

                         PATENT         FILING    GRANT
COUNTRY                  (Application)  DATE      DATE       STATUS
---------------------------------------------------------------------

U.S.                        5,464,848   10/01/93  11/07/95   in force

U.S.                        5,453,433   05/13/94  09/26/95   in force

Canada                     (2,094,012)  04/14/93  10/16/93*  pending

Canada                     (2,190,130)  05/10/95  11/23/95*  pending
---------------------------------------------------------------------
</TABLE>
*  Date that patent application was "Laid-Open"

                                       21
<PAGE>

                                  SCHEDULE 3

                          MANUFACTURING  SUBLICENSEES
                          ---------------------------


Patheon, Inc.

PCAS (formerly SELOC France)

Fabbrica Italiana Sintetici S.p.A.

                                       22