<PAGE>

                                                                   EXHIBIT 10.39

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.

                                    AGREEMENT

                                     between

                               LONZA BIOLOGICS PLC

                                       and

                                  INHIBITEX INC

<PAGE>

THIS AGREEMENT is made the 5th day of November 2004

BETWEEN

1.       LONZA BIOLOGICS PLC, the registered office of which is at 228 Bath
         Road, Slough, Berkshire SL1 4DX, England ("LB") and

2.       INHIBITEX INC of 1165 Sanctuary Parkway, Suite 400, Alpharetta, GA
         30004, ("Customer").

WHEREAS

A.       Customer has created the Cell Line as defined herein; and

B.       LB has expertise in the evaluation and production of monoclonal
         antibodies for therapeutic use using such Cell Lines; and

C.       Customer wishes to contract LB for Services relating to the Cell Line
         as described in this Agreement, and

D.       LB is prepared to perform such Services for Customer on the terms and
         conditions set out herein.

NOW IT IS AGREED AS FOLLOWS:

1.       The following terms shall have the following meanings unless the
         context requires otherwise:

         "Affiliate"                            means any Company, partnership
                                                or other entity which directly
                                                or indirectly Controls, is
                                                Controlled by or is under common
                                                Control with the relevant party
                                                to this Agreement. "Control"
                                                means the ownership of more than
                                                fifty per cent (50%) of the
                                                issued share capital or the
                                                legal power to direct or cause
                                                the direction of the general
                                                management and policies of the
                                                party in question;

         "Agreement"                            means this agreement
                                                incorporating Schedules 1
                                                (Product Specification), 2
                                                (Services), 3 (Price and Terms
                                                of Payment) and Schedule 4
                                                (Inhibitex Patents) as amended
                                                or varied from time to time by
                                                written agreement of the
                                                parties;

         "Batch"                                means the total Product obtained
                                                from one fermentation and
                                                associated purification using
                                                the Process and carried out in
                                                accordance with cGMP;

         "Cell Line"                            means the cell line, particulars
                                                of which are set out in Schedule
                                                1;

         "cGMP"                                 means Good Manufacturing
                                                Practices and General Biologics
                                                Products Standards as
                                                promulgated under


                                        2

<PAGE>


                                                the US Federal Food Drug and
                                                Cosmetic Act at 21CFR (Chapters
                                                210, 211, 600 and 610) and the
                                                Guide to Good Manufacturing
                                                Practices for Medicinal Products
                                                as promulgated under European
                                                Directive 91/356/EEC. For the
                                                avoidance of doubt, LB's
                                                operational quality standards
                                                are defined in internal GMP
                                                policy documents;

         "cGMP Product"                         means Product which is required
                                                under Schedule 2 to be
                                                manufactured in accordance with
                                                cGMP;

         cGMP run(s)                            means the 2000 (two thousand)
                                                liter fermentation run(s) to be
                                                performed under this Agreement

         "Customer"                             means Inhibitex Inc and its
                                                successors in title and lawful
                                                assigns;

         "Customer Information"                 means all technical and other
                                                information not known to LB or
                                                not in the public domain
                                                relating to the Cell Line, the
                                                Process (including for the
                                                avoidance of doubt improvements
                                                or modifications thereto from
                                                time to time) and the Product,
                                                from time to time supplied by
                                                the Customer to LB;

         "Customer Materials"                   means the Materials supplied by
                                                Customer to LB (if any) and
                                                identified as such by Schedule 1
                                                hereto;

         "Customer Patent Rights"               means all patents and patent
                                                applications of any kind
                                                throughout the world owned by or
                                                licensed to Customer that are
                                                necessary or useful in
                                                performance of the Services
                                                excluding the LB Patent Rights;

         "Deliver", "Delivered" or "Delivery"   has the meaning given to it in
                                                Clause 4.1;

         "FDA"                                  means the United States Food and
                                                Drug Administration;

         "LB"                                   means Lonza Biologics plc and
                                                its Affiliates and successors in
                                                title and lawful assigns;

         "LB Know-How"                          means all technical and other
                                                information relating directly or
                                                indirectly to the Process known
                                                to LB from time to time other
                                                than Customer Information and
                                                information in the public
                                                domain;

         "LB Patent Rights"                     means all patents and patent
                                                applications of any kind
                                                throughout the world relating to
                                                the Process which from time to
                                                time LB is the owner of or is
                                                entitled to use;

         "Price"                                means the price specified in
                                                Schedule 3 for the Services;

         "Process"                              means the process for the
                                                production of the Product from
                                                the Cell Line, including any
                                                improvements or modifications
                                                thereto from time to time;



                                        3

<PAGE>


         "Product"                              means all or any part of the
                                                product manufactured using the
                                                Process (including any sample
                                                thereof), particulars of which
                                                are set out in Schedule 1 and
                                                includes all derivatives thereof
                                                made by LB;

         "Services"                             means all or any part of the
                                                services which are the subject
                                                of the Agreement (including,
                                                without limitation, cell culture
                                                evaluation, purification
                                                evaluation, assay evaluation and
                                                qualification, a 130 liter pilot
                                                run, master, working and
                                                extended cell bank creation,
                                                sample and bulk production, and
                                                characterization, cGMP
                                                manufacture), particulars of
                                                which are set out in Schedule 2;

         "Specification"                        means the specification for
                                                Product, particulars of which
                                                are set out in Schedule 1;

         "Terms of Payment"                     means the terms of payment
                                                specified in Schedule 3;

         "Testing Laboratories"                 means any third party instructed
                                                by LB to carry out tests on the
                                                Cell Line or the Product.

         References to the singular number include the plural and vice versa,
         references to Clauses and Schedules are references to clauses and
         schedules to this Agreement.

2        CUSTOMER OBLIGATIONS, WARRANTIES AND INDEMNITIES

2.1      Customer shall pay the Price set out in Schedule 3 for provision of the
         Services together with any additional costs and expenses that fall due
         under this Agreement in accordance with the Terms of Payment, provided
         that any such additional costs and expenses are agreed to in advance by
         Customer. Resin for the cGMP run shall be procured by LB and billed to
         Customer at LB's cost with no mark up or premium added. Customer shall
         pay for the Resins prior to the start of the cGMP run. LB shall use the
         Resins only in the performance of the Services. The Resins shall at all
         times remain the property of Customer, and at the Customer's request
         and option, LB shall destroy or return to the Customer all of the
         Resins at the termination of this Agreement.

2.2      Immediately following the date of the Agreement the Customer shall
         supply to LB the Customer Information, together with full details of
         any hazards relating to the Cell Line and/or the Customer Materials,
         their storage and use. On review of this Customer Information, the Cell
         Line and/or the Customer Materials shall be provided to LB at LB's
         request. Property in the Cell Line and/or the Customer Materials and/or
         the Customer Information supplied to LB shall remain vested in the
         Customer.

2.3      The Customer hereby grants LB the non-exclusive right to use the Cell
         Line, the Customer Materials and the Customer Information only for the
         purpose of the Agreement.

2.4      The Customer warrants to LB that:

         2.4.1    Customer has the right to enter into this Agreement;

         2.4.2    Customer has and shall at all times throughout the term of
                  this Agreement have the right to supply the Cell Line, the
                  other Customer Materials and the Customer Information to LB
                  and the necessary rights to licence or permit LB to use the
                  same only for the purpose of the Services;


                                        4

<PAGE>

         2.4.3    To the best of the Customer's knowledge and belief as of the
                  date of this Agreement the patents and patent applications and
                  corresponding international applications and patents listed on
                  Schedule 4 relating to any of the Cell Line, the other
                  Customer Materials, Customer Information and Customer Patent
                  Rights not owned by Customer are licensed to Customer under a
                  licence which will permit their use by LB to perform the
                  Services;

         2.4.4    to the best of Customer's knowledge and belief as of the date
                  of this Agreement, the use by LB of the Cell Line, other
                  Customer Materials, Customer Information and Customer Patent
                  Rights for the Services (including without limitation the
                  manufacture of the Product) will not infringe any intellectual
                  property rights of any third party other than third parties
                  from whom customer is a sublicensee through LB (provided,
                  however, that LB shall waive any breach of this warranty which
                  arises if a court of competent jurisdiction determines that
                  the use by LB of the Cell Line, other Customer Materials,
                  Customer Information or Customer Patent Rights for the
                  Services infringes the intellectual property rights of a third
                  party, provided that and for so long as Customer actually
                  indemnifies LB pursuant to Clauses 2.5 and 2.6); this warranty
                  is limited to the Cell Line, other Customer Materials,
                  Customer Information and Customer Patent Rights; Customer
                  makes no warranty as to the Process or the Services; and

         2.4.5    Customer will promptly notify LB in writing if it receives or
                  is notified of a claim from a third party that the Cell Line,
                  other Customer Materials, Customer Information or the Customer
                  Patent Rights or that the use by LB thereof for the provision
                  of the Services infringes any intellectual property rights of
                  such third party.

Clause 2.4 is in lieu of all conditions, warranties and statements in respect of
the Cell Line, Customer Information, Customer Patent Rights and/or Customer
Materials whether expressed or implied by statute, custom of the trade or
otherwise (including but without limitation any such condition, warranty or
statement relating to the description or quality of the Cell Line, Customer
Patent Rights, Customer Materials and Customer Information, their fitness or
suitability for a particular purpose or use under any conditions whether or not
known to Customer) and any such condition, warranty or statement is hereby
excluded.

2.5      The Customer undertakes to indemnify and to maintain LB promptly
         indemnified against any direct loss, damage, costs and expenses
         (including court costs and legal fees), that LB may suffer arising
         directly out of any breach of the warranties given by the Customer
         under Clause 2.4 above or any claims alleging LB's use of the Cell
         Line, the Customer Materials or the Customer Information infringes any
         rights (including, without limitation, any intellectual or industrial
         property rights) vested in any third party (other than third parties
         from whom Customer is a sublicense through LB) (whether or not the
         Customer knows or ought to have known about the same).

2.6      The Customer shall further indemnify and maintain LB promptly
         indemnified against all claims, actions, costs, expenses (including
         court costs and legal fees on a full indemnity basis) or other
         liabilities whatsoever in respect of:

         2.6.1    any product liability in respect of Product, except to the
                  extent such liability is caused by (1) the negligent or
                  willful act or omission of LB in the production and/or supply
                  of Product or provision of Services, or (2) breach of any
                  warranty by LB, or (3) breach of a term of this Agreement by
                  LB; and

         2.6.2    any negligent or willful act or omission of the Customer in
                  relation to the use, processing, storage or sale of the
                  Product.

2.7 Customer shall not be liable for the following loss or damage howsoever
caused (even if foreseeable or in the contemplation of LB or the Customer):


                                        5

<PAGE>
         2.7.1    loss of profits, business or revenue whether suffered by LB or
any other person; or

         2.7.2    special, indirect or consequential loss, whether suffered by
LB or any other person; and

         2.7.3    any loss arising from any claim made against LB by any other
person.

2.8 Customer shall obtain and maintain clinical trial insurance with a reputable
and solvent insurance provider in the amount of five million dollars per event
or linked events. Customer shall supply LB with a copy of such insurance policy
on reasonable request and shall not terminate or amend (other than amending to
increase the level of cover) such policy without prior written notice to LB.

2.9 The obligations of the Customer under this Clause 2 shall survive the
termination for whatever reason of the Agreement.

3        PROVISION OF THE SERVICES

         3.1.1    LB shall diligently carry out the Services as provided in
                  Schedule 2, shall initiate the first cGMP run prior to the end
                  of March 2005, and shall use all reasonable efforts to achieve
                  the estimated timescales and Specifications set out in that
                  Schedule, with the aim of ensuring that the Product is
                  accepted by the FDA for use in a Phase III clinical trial.

         3.1.2    If due to the negligence or willful misconduct of LB:

                  (i)      the Product does not meet the Specification; or

                  (ii)     the Product meets the Specification but for other
                  reasons cannot be used in a clinical trial;

                  then the Customer shall be under no obligation to pay for the
                  cGMP batch that produced such Product (in which case LB shall
                  refund amounts already paid by Customer in respect of such
                  batch), and shall at its discretion have the option of
                  terminating this Agreement in accordance with the principles
                  of Clause 8.1 below (including making a pro-rata payment in
                  respect of Services performed other than the cGMP batch that
                  produced such Product) or requiring LB to repeat the
                  appropriate cGMP batch, for which the Customer shall pay LB in
                  accordance with the payment terms set out in Schedule 3
                  applicable to a cGMP batch. In the event Customer requires LB
                  to replace such Product, LB shall use all reasonable efforts
                  to do so with the minimum delay having regard to its
                  commitments to third parties in the timing of such
                  replacement.

                  If failure to meet Specification is due to acts or omissions
                  of both LB and Customer, then the cost to replace Product
                  shall be apportioned to the extent fault lies with each party.

         3.1.3    If for reasons related to the inherent qualities of the Cell
                  Line or Product:

                  (i)      the Product does not meet the Specification; or

                  (ii)     the Product meets the Specification but for other
                  reasons cannot be used in a clinical trial; then the Customer
                  shall pay to LB the sum of [ *** ] for the cGMP batch that
                  produced such Product.


                                        6

<PAGE>

                  If the Services cannot be completed for scientific or
                  technical reasons not the fault of either party then the
                  provisions of section 8.1 (termination) shall apply.

         3.1.4    For the cGMP runs (Stages 8 and 16) Customer shall perform the
                  potency testing as set forth in Schedule 1 within thirty (30)
                  days of sample receipt from LB. LB shall perform the remaining
                  tests as set forth in Schedule 1 within thirty (30) days of
                  completion of the run. Each party is entitled to audit the
                  other party's test procedures. Prior to the start of the cGMP
                  run the parties shall agree on the tests to be run and on the
                  test results necessary for the Product to meet Specification.
                  Costs incurred by Customer in auditing LB's tests shall be
                  born by Customer. Costs incurred by LB in auditing Customer's
                  test shall be born by LB. The Price shall include the actual
                  costs incurred by LB in auditing Customer's test.

         3.1.5    LB shall commence the first cGMP batch (Stage 8) within 15
                  weeks of the completion of Stage 6 (bulk fill of 130L pilot
                  batch) but in no event later than March 31, 2005. If due to
                  any delays or actions or inactions caused solely by LB and not
                  specifically related to Customer's Material this first cGMP
                  batch is not commenced by such date, then the Customer shall
                  be entitled to terminate this Agreement in accordance with
                  Clause 8.1.

         3.1.6    If LB is unable to perform any or all of the Services for a
                  period of at least thirty (30) days due to restrictions placed
                  upon LB by the FDA or any other regulatory authority, Customer
                  may terminate this Agreement in accordance with Clause 8.1
                  below.

         3.1.7    Prior to the start of the cGMP run each party shall designate
                  in writing a Project Manager who shall be the primary contact
                  for each party during the provision of the Services. Prior to
                  the start of the cGMP Run the parties shall enter into a
                  written Quality Agreement which shall be attached as an
                  appendix hereto and incorporated by reference as a part of
                  this agreement.

         3.1.8    In accordance with the Quality Agreement, LB shall make
                  available to Customer such data and documentation as may be
                  necessary for Customer to include in its regulatory filings
                  with the FDA. LB shall cooperate as reasonably requested by
                  Customer, at Customer's expense, in support of Customer's
                  regulatory filings. Any such filings shall be the sole and
                  exclusive property of Customer.

         3.1.9    The parties shall comply with all terms of the Quality
                  Agreement.

3.2      LB shall comply with the International Committee for Harmonisation
         regulatory requirements and all applicable local, state and federal
         regulatory requirements including but not limited to FDA regulations
         from time to time applicable to the Services as set out in Schedule 2.

3.3      LB hereby undertakes not to use the Cell Line, the Customer Materials
         or the Customer Information (or any part thereof) for any purpose
         except as set forth in this Agreement.

3.4      LB shall:

         3.4.1    at all times keep the Cell Line and/or the Customer Materials
                  secure and safe from loss and damage in such manner as LB
                  stores its own material of similar nature;

         3.4.2    not part with possession of the Cell Line and/or the Customer
                  Materials or the Product, save for the purpose of tests at the
                  Testing Laboratories; and



                                        7

<PAGE>

         3.4.3    procure that all Testing Laboratories are subject to
                  obligations of confidence substantially in the form of those
                  obligations of confidence imposed on LB under this Agreement.

3.5      In providing the Services LB shall employ its most current, most
         efficient and best available LB Know How and LB Patent Rights.

4        DELIVERY, TRANSPORTATION OF PRODUCT AND CUSTOMER TESTS

4.1      Product shall be Delivered EXW (ex-works) LB premises (as defined by
         Incoterms 2000) which means (a) when LB places Product at the disposal
         of Customer at LB's premises not cleared for export and not loaded onto
         any collecting vehicle and (b) risk and title to Product pass to
         Customer upon Delivery ("Deliver," "Delivery," or "Delivered," as
         appropriate). Subject to Clause 4.2, unless otherwise instructed by
         Customer, LB shall not Deliver Product to Customer or place Product at
         the disposal of Customer until after Customer has received the
         Certificate of Analysis and approved (in writing) Product for Delivery.
         Transportation of Product, whether or not under any arrangements made
         by LB on behalf of Customer, shall be made at the sole risk and expense
         of the Customer. Notwithstanding the forgoing, Delivery by LB shall not
         be interpreted as the agreement by Customer that the Product meets the
         Specification.

4.2      At Customer's request, LB will Deliver Product in quarantine prior to
         delivery of the Certificate of Analysis. Such request shall be
         accompanied by Customer's written acknowledgement that the Product has
         been Delivered without the transmittal to Customer of a Certificate of
         Analysis and, that accordingly the Product cannot be administered to
         humans until transmittal of the Certificate of Analysis, and that
         Customer nevertheless accepts full risk of loss, title and ownership of
         the Product. The Delivery of Product in quarantine shall be subject to
         such testing requirements as LB may reasonably require.

4.3      Unless otherwise agreed in writing, LB shall package and label Product
         for Delivery in accordance with its standard operating procedures. It
         shall be the responsibility of the Customer to inform LB in writing in
         advance of any special packaging and labeling requirements for Product.
         Customer shall be responsible for validating any special packaging or
         vessels requested by Customer. All actual additional costs and expenses
         of whatever nature incurred by LB in complying with such special
         written requirements shall be charged to the Customer in addition to
         the Price.

4.4      If requested in writing by the Customer, LB will (acting as agent for
         Customer) arrange for insurance of Product whilst held by LB after
         Delivery (awaiting transportation) for a maximum of thirty (30) days on
         terms equivalent to those under which LB insures product prior to
         Delivery. All actual additional costs and expenses of whatever nature
         incurred by LB in arranging such insurance shall be charged to the
         Customer in addition to the Price.

4.5      If requested in writing by the Customer, LB will (acting as agent of
         the Customer for such purpose) arrange the transportation of Product
         from LB's premises to the destination indicated by the Customer
         together with insurance cover for Product in transit at its invoiced
         value. All actual additional costs and expenses of whatever nature
         incurred by LB in arranging such transportation and insurance shall be
         charged to the Customer in addition to the Price.

4.6      Where LB has made arrangements for the transportation of Product, the
         Customer shall diligently examine the Product as soon as practicable
         after receipt. Notice of all claims (time being of the essence) arising
         out of:

         4.6.1    visible damage to or total or partial loss of Product in
                  transit shall be given in writing to LB and the carrier within
                  five (5) working days of receipt by Customer; or


                                        8

<PAGE>

         4.6.2    non-Delivery shall be given in writing to LB within ten (10)
                  days after Customer's receipt of LB's dispatch notice.

4.7      The Customer shall make damaged Product and associated packaging
         materials available for inspection and shall comply with the
         requirements of any insurance policy covering the Product notified by
         LB to the Customer. LB shall offer the Customer all reasonable
         assistance (at the cost and expense of the Customer) in pursuing any
         claims arising out of the transportation of Product.

4.8      If there is any dispute concerning whether Product returned to LB fails
         to meet Specification or whether such failure is due (in whole or in
         part) to acts or omissions of LB, the Customer, or any third party
         after Delivery, or if there is any dispute in relation to clauses 3.1.2
         and/or 3.1.3, such dispute shall be referred for decision to an
         independent expert (acting as an expert and not as an arbitrator) to be
         appointed by agreement between LB and the Customer or, in the absence
         of agreement by the President for the time being of Biotechnology
         Industry Organization. The costs of such independent expert shall be
         borne equally between LB and the Customer. The decision of such
         independent expert shall be in writing and, save for manifest error on
         the face of the decision, shall be binding on both LB and the Customer.

4.9      The provisions of clauses 3.1.2, 3.1.3 and 4.8 shall be the sole remedy
         available to the Customer in respect of Product that fails to meet
         Specification. This limitation of remedy applies only to Customer's
         remedy with respect to its procurement of such Product and the
         provisions of Article 6 shall nevertheless apply.

5        PRICE AND TERMS OF PAYMENT

5.1      Unless otherwise indicated in writing by LB, all prices and charges are
         exclusive of Value Added Tax or of any other applicable taxes, levies,
         imposts, duties and fees of whatever nature imposed by or under the
         authority of any government or public authority, which shall be paid by
         the Customer (other than taxes on LB's income). All invoices are
         strictly net and payment must be made within thirty (30) days of date
         of invoice. Payment shall be made without deduction, deferment,
         set-off, lien or counterclaim of any nature.

5.2      In default of payment on due date:

         5.2.1    interest shall accrue on any amount overdue at the prime
                  lending rate in the United States, interest to accrue on a day
                  to day basis both before and after judgment; and

         5.2.2    LB shall, at its sole discretion, and without prejudice to any
                  other of its accrued rights, be entitled to suspend the
                  provision of the Services or to treat this Agreement as
                  repudiated on not less than thirty (30) days' prior notice in
                  writing to Customer given at any time thereafter.

6        LB WARRANTIES AND INDEMNITY

6.1      LB warrants that:

         6.1.1    the Services shall be performed in accordance with the terms
                  of section 3 and the Quality Agreement and schedule 1 of this
                  Agreement, and the cGMP batch (Stages 8 and 16) shall in
                  addition be performed in accordance with LB's standard
                  operating procedures and cGMP.


                                        9

<PAGE>

         6.1.2    unencumbered title (save for any unlicensed third party
                  intellectual property rights which may exist) to Product will
                  be conveyed to Customer upon Delivery;

         6.1.3    as of the date of this Agreement the LB Know How and LB Patent
                  Rights are owned by LB or LB is otherwise entitled to use them
                  for the purposes of providing Services under this Agreement
                  and during the term of this Agreement LB shall not do or cause
                  anything to be done which would adversely affect their
                  ownership or entitlement to use the same for those purposes;

         6.1.4    LB has the necessary corporate authorisations to enter into
                  this Agreement;

         6.1.5    as of the date of this Agreement to the best of LB's knowledge
                  and belief, the use by LB of the Process (excluding any
                  modifications or steps made or developed by Customer, the
                  Customer Materials, Customer Information and Customer Patent
                  Rights) and LB Patent Rights and LB Know How for the
                  performance of the Services as provided herein will not
                  infringe any rights (including without limitation any
                  intellectual or industrial property rights) vested in any
                  third party; and

         6.1.6    LB will notify Customer in writing immediately if it receives
                  or is notified of a claim from a third party that the use by
                  LB of the Process and/or the LB Know How or the LB Patent
                  Rights for Services infringes any intellectual property rights
                  vested in such third party.

6.2      This Agreement including but not limited to Clause 6.1 is in lieu of
         all conditions, warranties and statements in respect of the Services
         and/or the Product whether expressed or implied by statute, custom of
         the trade or otherwise (including but without limitation any such
         condition, warranty or statement relating to the description or quality
         of the Product, its fitness or suitability for a particular purpose or
         use under any conditions whether or not known to LB) and any such
         condition, warranty or statement is hereby excluded.

6.3      LB undertakes to indemnify and to maintain Customer promptly
         indemnified against any direct loss, damage, costs and expenses
         (including court costs and legal fees) that Customer may suffer arising
         directly out of any breach of the warranties given by LB in Clause 6.1
         or any claims alleging that LB's use of LB Know-How (excluding use of
         LB Know-How with Customer Materials or Customer Information) infringes
         any rights (including without limitation any intellectual or industrial
         rights) vested in a third party (whether or not LB knows or ought to
         have known the same).

6.4      LB shall further indemnify and maintain Customer promptly indemnified
         against all claims, actions, costs, expenses (including court costs and
         legal fees on a full indemnity basis) or other liabilities whatsoever
         in respect of:

         6.4.1    any clinical trial liability or product liability in respect
                  of Product, except to the extent such liability is caused by
                  the negligent or willful act or omission of Customer in the
                  provision of the Customer Materials or Customer Information to
                  LB; and

         6.4.2    any negligent or willful act or omission of LB in relation to
                  the processing, or storage of the Product or provision of the
                  Services.

6.5      LB's aggregate liability for direct damages arising out of or in
         connection with this Agreement or the transactions contemplated hereby
         shall not exceed [ * * * ], except that the foregoing limitation shall
         not apply in the case of (a) breach of Clause 7 (Confidentiality) by
         LB, (b) personal injury or death caused by the negligence of LB, or (c)
         grossly negligent or intentionally wrongful acts or omissions of LB.
         The foregoing limitation shall also not apply to claims arising under,
         or LB's breach of, Clause 6.1 (LB Warranties and Indemnity); provided,
         however, that LB's aggregate liability for direct damages arising out
         of or in connection with claims arising

                                       10

<PAGE>


         under, or LB's breach of, Clause 6.1 (LB Warranties and Indemnity),
         shall not exceed [ *** ].

6.6      NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL,
         PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING
         LOST PROFITS, LOST DATA, LOST REVENUES, AND LOSS OF BUSINESS
         OPPORTUNITY, WHETHER OR NOT THE OTHER PARTY WAS AWARE OR SHOULD HAVE
         BEEN AWARE OF THE POSSIBILITY OF THESE DAMAGES, EXCEPT THAT THE
         FOREGOING LIMITATION SHALL NOT APPLY IN THE CASE OF (a) BREACH OF
         CLAUSE 7 (CONFIDENTIALITY) BY EITHER PARTY, (b) PERSONAL INJURY OR
         DEATH, OR (c) NEGLIGENT OR INTENTIONALLY WRONGFUL ACTS OR OMISSIONS.

6.7 LB shall obtain and maintain product liability insurance with a reputable
and solvent insurance provider in the amount of not less than [ * * * ] per
event or linked. LB shall supply Customer with a copy of such insurance policy
on reasonable request and shall not terminate or amend (other than amending to
increase the level of cover) such policy without prior written notice to
Customer.

6.8 Nothing contained in this Agreement shall purport to exclude or restrict any
liability for death or personal injury resulting directly from negligence by LB
in carrying out the Services or any liability for breach of the implied
undertakings of LB as to title.

6.9 The obligations of LB and of the Customer under this Clause 6 shall survive
the termination for whatever reason of the Agreement.

7.       CONFIDENTIALITY

7.1      The Customer acknowledges that LB Know-How and LB acknowledges that
         Customer Information with which it is supplied by the other pursuant to
         the Agreement is supplied, subject to Clause 7.5, in circumstances
         imparting an obligation of confidence and each agrees to keep such LB
         Know-How or such Customer Information secret and confidential and to
         respect the other's proprietary rights therein and not at any time for
         any reason whatsoever to disclose or permit such LB Know-How or LB
         Information or such Customer Information to be disclosed to any third
         party save as expressly provided herein.

7.2      The Customer and LB shall each procure that all their respective
         employees, consultants, contractors and persons for whom it is
         responsible having access to confidential LB Know-How or LB Information
         or confidential Customer Information shall be subject to the same
         obligations of confidence as the principals pursuant to Clauses 7.1 and
         7.3 and shall be bound by secrecy agreements in support of such
         obligations.

7.3      LB and the Customer each undertake not to disclose or permit to be
         disclosed to any third party (including any contractors or consultants
         not previously approved in writing by LB, such approval not to be
         unreasonably withheld or delayed), or otherwise make use of or permit
         to be made use of (a) any trade secrets or confidential information
         relating to the technology, business affairs or finances of the other,
         any subsidiary, holding company or subsidiary or any such holding
         company of the other, or of any suppliers, agents, distributors,
         licensees or other customers of the other which comes into its
         possession under this Agreement. or (b) the commercial terms of this
         Agreement except to the extent that the same is required to be
         disclosed pursuant to subpoena, court order, judicial process or
         otherwise by law, provided the Receiving Party provides prompt notice
         to the Disclosing Party of such requirement in order to give the
         Disclosing Party an opportunity to timely seek a protective order or
         other appropriate judicial relief. In the event the Disclosing Party is
         unable to obtain a protective order or other appropriate judicial
         relief, the Receiving Party shall disclose only that portion of the
         Disclosing Party's Confidential Information which

                                       11

<PAGE>


         is legally required to be disclosed, and ensure that all such
         Confidential Information of the Disclosing Party shall be redacted to
         the fullest extent permitted by law prior to such disclosure and that
         the Disclosing Party shall be given an opportunity to review the
         Confidential Information prior to its disclosure.

7.4      The obligations of confidence referred to in this Clause 7 shall not
         extend to any information which:

         7.4.1    is or becomes generally available to the public otherwise than
                  by reason of a breach by the Receiving Party of the provisions
                  of this Clause 7;

         7.4.2    is known to the Receiving Party and is at its free disposal
                  prior to its receipt from the Disclosing Party;

         7.4.3    is subsequently disclosed to the Receiving Party without being
                  made subject to an obligation of confidence by a third party;

         7.4.4    LB or the Customer may be required to disclose under any
                  statutory, regulatory or similar legislative requirement
                  including but not limited to the U.S. Securities and Exchange
                  Commission requirements for registrations to sell securities
                  to the public , subject to the imposition of obligations of
                  secrecy wherever possible in that relation; or

         7.4.5    is developed by any servant or agent of the Receiving Party
                  without access to or use or knowledge of the information by
                  the Disclosing Party.

7.5      The Customer and LB acknowledge that:

         7.5.1    without prejudice to any other rights and remedies that the
                  parties may have, the parties agree that the Confidential
                  Information is valuable and that damages may not be an
                  adequate remedy for any breach of the provisions of Clauses
                  7.1, 7.2, 7.3 and 7.4. The parties agree that the relevant
                  party will be entitled without proof of special damage to the
                  remedies of an injunction and other equitable relief for any
                  actual or threatened breach by the other party;

         7.5.2    the Customer shall not at any time have any right, title,
                  licence or interest in or to LB Know-How, the LB Patent Rights
                  or any other intellectual property rights relating to the
                  Process which are vested in LB or to which LB is otherwise
                  entitled except as otherwise agreed in writing by the parties;
                  and

         7.5.3    LB acknowledges that save as provided herein LB shall not at
                  any time have any right, title, licence or interest in or to
                  the Customer Information, Customer Patent Rights or any other
                  intellectual property rights vested in Customer or to which
                  the Customer is entitled.

7.6      Ownership of any technique, process, apparatus, material, product,
         data, formula, software, design, trade secret, Confidential
         Information, improvement, know-how, or invention, whether patentable or
         not, made in performing the services will, save as set out in this
         section 7.6 follow the United States laws of inventorship, and
         inventors shall be the owners.

7.6.1    In the event that LB develops an invention which relates exclusively to
         the LB Process, Know-how or Patent Rights, and not to Customer
         Material, Information or Patent Rights, LB shall own all right, title
         and interest in and to such invention.

7.6.2    In the event that LB develops an invention which relates exclusively to
         the Customer Material, Information or Patent Rights, and not to the LB
         Process, Know-how or Patent Rights, LB shall promptly provide written
         notice to Customer of such invention and will,

                                       12

<PAGE>


         upon request of Customer, assign such invention to Customer on
         commercially reasonable terms to be negotiated in good faith between
         the parties. For the avoidance of doubt an invention shall not relate
         exclusively to the Customer material if such invention is capable of
         application by LB to materials other than Customer Material.

7.6.3    In the event that LB develops an invention using the Customer Material
         for which no Customer employee is an inventor and which is an invention
         not described in either section 7.6.1 or 7.6.2 above, then LB shall,
         upon request by Customer, grant a nonexclusive license to Customer of
         such invention on commercially reasonable terms to be negotiated in
         good faith by the parties.

7.6.4    In the event that Customer develops an invention relating to the LB
         Process, Know-how or Information during its interaction with LB in the
         performance of the Services, then Customer shall, upon request by LB,
         grant a nonexclusive license to LB of such invention on commercially
         reasonable terms to be negotiated in good faith by the parties.

7.6.5    All notices described in this section 7.6 shall include a detailed
         description of the invention.

7.7      The obligations of LB and the Customer under this Clause 7 shall
         survive the termination for whatever reason of the Agreement.

8.       TERMINATION

8.1      If the parties agree at any stage in the provision of the Services that
         it will not be possible to successfully complete the Services for
         scientific or technical reasons not the fault of either party, a thirty
         (30) day period shall be allowed for good faith discussion and attempts
         to resolve such problems. If such problems are not resolved within such
         period, or if the parties do not agree that scientific or technical
         reasons prohibit successful completion of the Services, LB and the
         Customer shall each have the right to terminate the Agreement forthwith
         by notice in writing. In the event of such termination, the Customer
         shall pay to LB a termination sum calculated by reference to all the
         Services performed by LB prior to such termination including a pro rata
         proportion of the Price for any stage of the Services which is in
         process at the date of termination including the costs of terminating
         any third party commitments entered into pursuant to the Agreement,
         such sum not to exceed the Price.

8.2      Customer may in its sole discretion terminate the Services at any time
         for any reason by giving not less than (thirty) 30 days' notice in
         writing to LB. In the event of termination pursuant to this Clause 8.2
         and subject to Clauses 8.3 and 8.4 the Customer shall pay LB a
         termination sum calculated by reference to the Services actually
         performed by LB prior to termination including a pro rata proportion of
         the Price for any stage of the Services which is in process at the date
         of termination including costs of terminating any third party
         commitments entered into pursuant to this Agreement, such sum not to
         exceed the Price. plus:

         8.2.1    in the event notice to terminate Services pursuant to this
                  Clause 8.2 is issued to LB six (6) months or less before LB's
                  then estimated start date for Stage 8 or Stage 16, or at any
                  time during such Stages, Customer shall pay LB a sum equal to
                  the full price of that stage or those stages in question,
                  which payment shall fall due to LB thirty days from the date
                  of termination of such Services. (For the avoidance of doubt,
                  per Schedule 3 the first cGMP run, i.e. Stage 8, is already
                  planned to start no later than the end of March 2005;
                  therefore this clause will require full payment if the first
                  cGMP run is cancelled) ; or

         8.2.2    in the event notice to terminate Services pursuant to this
                  Clause 8.2 is issued to LB more than six (6) months but not
                  more than twelve (12) months before LB's then estimated start
                  date for Stage 8, Customer shall pay LB a sum equal to 85%


                                       13


<PAGE>


                  (eighty-five percent) of the full price of Stage 8, which
                  payment shall fall due to LB thirty days from the date of
                  termination of such Services; or

         8.2.3    in the event notice to terminate Services pursuant to this
                  Clause 8.2 is issued to LB more than six (6) but not more than
                  nine (9) months before LB's then estimated start date for
                  Stage 16, Customer shall pay LB a sum equal to twenty five
                  percent (25%) of the full price of that stage or those stages
                  in question; which payment shall fall due to LB thirty days
                  from the date of termination of such Services.

         8.2.4    in the event notice to terminate Services pursuant to this
                  Clause 8.2 is issued to LB more than nine (9) months before
                  LB's then estimated start date for Stage 16 then no payment
                  shall be due to LB (For the avoidance of doubt, per Schedule
                  3, the second cGMP run, i.e. Stage 16 is now planned to start
                  by the end of December 2005; therefore if Customer cancels
                  this run prior to the end of March 2005 then no payment shall
                  be owed to LB for the second cGMP run) .

         LB shall use reasonable efforts to mitigate loss and the obligation to
         make payment under Clause 8.1 or clause 8.2 shall be reduced
         (retrospectively, and hence LB shall make an appropriate refund to
         Customer) to the extent that LB mitigates its loss in this regard (and
         LB shall promptly notify the Customer of any such mitigation). This
         provision shall not entitle the Customer to be refunded an amount
         greater than that paid by customer to LB pursuant to this Clause 8.

8.3      For the avoidance of doubt activities relating to the start or
         commencement of a run shall be deemed to commence with the date of
         removal of the vial of cells for the performance of the fermentation
         from frozen storage.

8.4      The parties may each terminate the Agreement forthwith by notice in
         writing to the other party upon the occurrence of any of the following
         events:

         8.4.1    if the other commits a material breach of the Agreement (which
                  shall include a breach of the warranties set out in Clauses 2
                  and 6 respectively) which in the case of a breach capable of
                  remedy is not remedied within thirty (30) days of the receipt
                  by the other of written notice identifying the breach and
                  requiring its remedy; or

         8.4.2    if the other ceases for any reason to carry on business or
                  compounds with or convenes a meeting of its creditors or has a
                  receiver or manager appointed in respect of its assets to
                  which this agreement pertains or is the subject of an
                  application for an administration order or of any proposal for
                  a voluntary arrangement or enters into liquidation (whether
                  compulsorily or voluntarily) or undergoes any analogous act or
                  proceedings under foreign law.

8.5      Upon the termination of the Agreement for whatever reason:

         8.5.1    LB shall promptly return to the Customer all Customer
                  Information and shall dispose of or return to the Customer the
                  Customer Materials (and where supplied by Customer the Cell
                  Line) and any materials therefrom, as directed by the
                  Customer;

         8.5.2    the Customer shall promptly return to LB all LB Know-How it
                  has received from LB;

         8.5.3    the Customer shall not thereafter use or exploit the LB Patent
                  Rights or the LB Know-How in any way whatsoever unless subject
                  to a separate written license or agreement;

         8.5.4    LB and the Customer shall do all such acts and things and
                  shall sign and execute all such documents as necessary to
                  evidence compliance with this Clause 8.5.


                                       14
<PAGE>


8.6      Termination of this Agreement for whatever reason shall not affect the
         accrued rights of either LB or the Customer arising under or out of
         this Agreement and all provisions which are expressed to survive the
         Agreement shall remain in full force and effect.

8.6.1    The term of this Agreement shall commence on the date first written
         above and shall expire upon completion of the Services and payment
         therefor, unless earlier terminated as provided herein.

8.7      During the course of this Agreement, and at any time prior to 31st
         December 2007, Customer may request and if requested, LB shall provide
         to Customer a license and technology transfer agreement for relevant
         technical know-how related to the Process, excluding the content of
         LB's proprietary feed additives, to allow Customer or its designee to
         duplicate the Process, under a technology transfer agreement mutually
         agreed upon, subject to commercially reasonable pricing and other terms
         associated with technology transfer. The financial terms for the
         technology transfer shall be negotiated in good faith by the parties,
         and the total fee for such technology transfer will depend on the
         extent of LB's proprietary know-how used in the Process. For the
         avoidance of doubt, the terms of any such technology transfer do not
         include a licence to LB's proprietary glutamine synthetase (GS) gene
         expression system.

8.8      If prior to 31st December 2006, LB and Customer agree that additional
         cGMP product is to be produced by LB for Customer then the terms for
         such further production at the 2000L scale shall include a price not to
         exceed the Price under this Agreement. All other terms of that
         agreement will be substantially as set forth in this Agreement.

8.9      Should the Customer seek future commercial supply of the Product at
         2000L or 5000L scale Lonza will enter into good faith negotiations in
         respect of such supply. The price for such supply will be dependent
         upon selected scale, total product requirements and campaign size.

9.       FORCE MAJEURE

9.1      If LB is prevented or delayed in the performance of any of its
         obligations under the Agreement by Force Majeure and shall give written
         notice thereof to the Customer specifying the matters constituting
         Force Majeure together with such evidence as LB reasonably can give and
         specifying the period for which it is estimated that such prevention or
         delay will continue, LB shall be excused from the performance or the
         punctual performance of such obligations as the case may be from the
         date of such notice for so long as such cause of prevention or delay
         shall continue.

9.2      The expression "Force Majeure" shall be deemed to include any cause
         affecting the performance by LB of the Agreement arising from or
         attributable to acts, events, acts of God, omissions or accidents
         beyond the reasonable control of LB or which LB could not reasonably
         prevent or mitigate; provided, however that unanticipated scientific or
         technical problems shall not constitute Force Majeure. Customer shall
         have the right to terminate this Agreement if a force majeure event
         continues for a period longer than two months.

10.      GOVERNING LAW, JURISDICTION AND ENFORCEABILITY

10.1     The construction, validity and performance of the Agreement shall be
         governed by the laws of the United States and the State of New York,
         and LB and the Customer submit to the non-exclusive jurisdiction of the
         Courts.

10.2     No failure or delay on the part of either LB or the Customer to
         exercise or enforce any rights conferred on it by the Agreement shall
         be construed or operate as a waiver thereof nor shall any single or
         partial exercise of any right, power or privilege or further exercise
         thereof operate so as to bar the exercise or enforcement thereof at any
         time or times thereafter.



                                       15
<PAGE>

10.3     The illegality or invalidity of any provision (or any part thereof) of
         the Agreement or these Standard Terms shall not affect the legality,
         validity or enforceability of the remainder of its provisions or the
         other parts of such provision as the case may be.

11.      NOTICES

11.1     Any notice or other communication to be given under this Agreement
         shall be delivered personally or sent by facsimile transmission and by
         first class pre-paid post addressed as follows:

         11.1.1   If to Lonza Biologics to: Lonza Biologics plc
                                            228 Bath Road
                                            Slough
                                            Berkshire SL1 4DX
                                            England
                                            Facsimile: 01753 777001
                  For the attention of: The Head of Legal Services

         11.1.2   If to the Customer to: Inhibitex Inc
                                         1165 Sanctuary Parkway
                                         Suite 400
                                         Alpharetta
                                         GA 30004, USA
                                         Facsimile: (678) 746 1299
                  For the attention of:  Robert Schweiger

         or to such other destination as either party hereto may hereafter
         notify to the other in accordance with the provisions of this Clause
         11.

11.2     All such notices or other communications shall be deemed to have been
         served as follows:

         11.2.1   if delivered personally, at the time of such delivery;

         11.2.2   if sent by facsimile, upon receipt of the transmission
                  confirmation slip showing completion of the transmission;

         11.2.3   if sent by first class pre-paid post, ten (10) business days
                  (Saturdays, Sundays and Bank or other public holidays
                  excluded) after being placed in the post.

12.      MISCELLANEOUS

12.1     Neither party shall be entitled to assign, transfer, charge or in any
         way make over the benefit and/or the burden of this Agreement without
         the prior written consent of the other which consent shall not be
         unreasonably withheld or delayed, save that either party shall be
         entitled without the prior written consent of the other to assign,
         transfer, charge, sub-contract, deal with or in any other manner make
         over the benefit and/or burden of this Agreement to any company with
         which such party may merge or to any company to which such party may
         transfer or license its assets and undertakings.

12.2     The text of any press release or other communication to be published by
         or in the media concerning the subject matter of the Agreement shall
         require the prior written approval of LB and the Customer.

12.3     The Agreement embodies the entire understanding of LB and the Customer
         and there are no promises, terms, conditions or obligations, oral or
         written, expressed on implied,

                                       16
<PAGE>


         other than those contained in the Agreement. The terms of the Agreement
         shall supersede all previous agreements (if any) which may exist or
         have existed between LB and the Customer relating to the Services.

12.4     No variation of or addition to this Agreement or any part thereof shall
         be effective unless in writing and signed on behalf of both parties.
         Notwithstanding the above the parties hereby confirm that amendments to
         the Specification shall be effective if reduced to writing and signed
         by the quality and/or regulatory representative of both parties, which
         quality and/or regulatory representative shall be nominated from time
         to time by each party

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first above written.

                                               LONZA BIOLOGICS PLC

Signed for and on behalf of                    /s/ G.T. Klement
Nov. 5, 2004                                   -------------------------------
                                               G.T. Klement

                                               Head of LBP
                                               -------------------------------
                                               TITLE

                                               INHIBITEX INC

Signed for and on behalf of                    /s/ Robert Schweiger
Nov. 5, 2004                                   -------------------------------
                                               Robert Schweiger

                                               VP Business Development
                                               -------------------------------
                                               TITLE

                                       17
<PAGE>

                                   SCHEDULE 1

[ * * * ]

                                       18
<PAGE>

[ * * * ]

                                       19
<PAGE>

[ * * * ]

                                       20
<PAGE>

[ * * * ]

                                       21
<PAGE>

[ * * * ]

                                       22
<PAGE>

[ * * * ]

                                       23
<PAGE>

                                   SCHEDULE 2


[ * * * ]

                                       24
<PAGE>

[ * * * ]

                                       25
<PAGE>

[ * * * ]

                                       26
<PAGE>

[ * * * ]

                                       27
<PAGE>

[ * * * ]

                                       28
<PAGE>

[ * * * ]

                                       29
<PAGE>

[ * * * ]

                                       30
<PAGE>

[ * * * ]

                                       31
<PAGE>

[ * * * ]

                                       32
<PAGE>

[ * * * ]

                                       33

<PAGE>

[ * * * ]

                                       34

<PAGE>

[ * * * ]

                                       35

<PAGE>

[ * * * ]

                                       36
<PAGE>

[ * * * ]

                                       37

<PAGE>

[ * * * ]

                                       38

<PAGE>

[ * * * ]

                                       39

<PAGE>

[ * * * ]

                                       40

<PAGE>

[ * * * ]

                                       41

<PAGE>

[ * * * ]

                                       42

<PAGE>

[ * * * ]

                                       43

<PAGE>

                                   SCHEDULE 3

                           Price and Terms of Payment

1.       Price

In consideration for LB carrying out the Services as detailed in Schedule 2 the
Customer shall pay LB as follows:

<TABLE>
<CAPTION>
                                                                                               PRICE(1)
        STAGE                                                                            (UK (pound) STERLING)
<S>                                                                                      <C>
Stage 1         [ * * * ]                                                                [ * * * ]
                                                                                         Individual invoice
                                                                                         may be issued
                                                                                         for each sub-stage.

Stage 2         [ * * * ]                                                                [ * * * ]

Stage 3         [ * * * ]                                                                [ * * * ]

Stage 4         [ * * * ]                                                                [ * * * ] plus
                                                                                         testing laboratory
                                                                                         charges actually
                                                                                         incurred by LB
                                                                                         estimated to be [ * * * ]

Stage 5         [ * * * ]                                                                [ * * * ] plus
                                                                                         testing laboratory
                                                                                         charges estimated
                                                                                         to be [ * * * ]

Stage 6         [ * * * ]                                                                [ * * * ]

Stage 7         [ * * * ]                                                                [ * * * ]

Stage 8         [ * * * ]                                                                [ * * * ]

Stage 9         [ * * * ]                                                                (pound)[ * * * ] plus
                                                                                         testing laboratory
                                                                                         charges actually
                                                                                         incurred by LB
                                                                                         estimated to be [ * * * ]

Stage 10        [ * * * ]                                                                [ * * * ]

Stage 11        [ * * * ]                                                                [ * * * ] per time
                                                                                         point

Stage 12        [ * * * ]                                                                [ * * * ]

Stage 13        [ * * * ]                                                                [ * * * ] per time
                                                                                         point
</TABLE>

                                44

<PAGE>
<TABLE>
<S>                                                                                      <C>
Stage 14        [ * * * ]                                                                Depending on Scope
                                                                                         for IND preparation

                                                                                         Estimated  to be [* * * ]

Stage 15        [ * * * ]                                                                [ * * * ]

Stage 16        [ * * * ]                                                                [ * * * ]

</TABLE>

Notes:

(1)      [ * * * ]

(2)      [ * * * ]

(3)      [ * * * ]

(4)      [ * * * ]

(5)      [ * * * ]

(6)      [ * * * ]

                                       45

<PAGE>

2.       Payment

         Payment by the Customer of the Price for each Stage shall be made
         against LB's invoices as follows(1):

         2.1      For Stage 1
                  50% upon commencement of Stage 1.
                  50% upon completion of Stage 1.

         2.2      For Stage 2
                  50% upon commencement of Stage 2.
                  50% upon completion of Stage 2.

         2.3      For Stage 3
                  50% upon commencement of Stage 3.
                  50% upon completion of Stage 3.

         2.4      For Stage 4
                  50% upon commencement of Stage 4.
                  50% upon completion of Stage 4.

         2.5      For Stage 5
                  50% upon commencement of Stage 5.
                  50% upon completion of Stage 5.

         2.6      For Stage 6
                  50% upon commencement of Stage 6.
                  50% upon completion of Stage 6.

         2.7      For Stage 7
                  50% upon commencement of Stage 7.
                  50% upon completion of Stage 7.

         2.8      For Stage 8
                  50% upon removal of an ampoule of MCB out of freeze.
                  50% upon completion of Stage 8.

         2.9      For Stage 9
                  50% upon commencement of Stage 9.
                  50%  upon completion of Stage 9.
                  Testing Laboratory charges will be invoiced separately.

         2.10     For Stage 10
                  50% upon commencement of Stage 10.
                  50% upon completion of Stage 10.
                  Testing Laboratory charges will be invoiced separately.

2.11     For Stage 11
                  50% upon commencement of Stage 11.
                  50% upon completion of Stage 11.

2.12     For Stage 12
         100% payment per issued time point

         2.13     For Stage 13
                  100% payment per issued time point

         2.14     For Stage 14
                  Price depends on scope of work(6)

         2.15     For Stage 15

                                       46

<PAGE>

                  50% upon commencement of Stage 15
50% upon completion of Stage 15

2.16     For Stage 16
                  50% upon removal of an ampoule of MCB out of freeze.
                  50% upon completion of Stage 16.

Notes: see "1 Price", above, in this Schedule 3.

                                       47

<PAGE>

                                   SCHEDULE 4

                                Inhibitex Patents

1.       U.S. 6,008,341 (ClfA DNA); U.S. 6,177,084 (ClfA protein)

2.       U.S. 6,635,473 (SdrG DNA)

3.       U.S. 10/056,052 (ClfA monoclonal application)

The Inhibitex Patents also include divisional and continuation applications as
well as all corresponding international applications.

                                       48