exv10w1






Exhibit 10.1




SETTLEMENT AGREEMENT




     This Settlement Agreement (this “Agreement”) is made and is effective as of the 1st day of
June, 2008 (the “Effective Date”), by and among:



     The Board of Trustees of the University of Alabama on behalf of one of its Divisions, the
University of Alabama at Birmingham, a body corporate and state agency organized and existing under
the laws of the State of Alabama with its principal place of business at 1530 Third Avenue South,
AB 1070, Birmingham, Alabama 35294-0110 (“UAB”);



     The UAB Research Foundation, a 501(c) not-for-profit charitable foundation organized and
existing under the laws of the State of Alabama with its principal place of business at 1530 Third
Avenue South, AB 770, Birmingham, Alabama 35294 and an organization affiliated with UAB (“UABRF”);



     Emory University, a nonprofit Georgia corporation with offices located at 1599 Clifton Road,
NE, 4th Floor, Atlanta, Georgia 30322 (“Emory”);



     Idenix Pharmaceuticals, Inc. (formerly known as Novirio Pharmaceuticals, Inc.), a for profit
corporation organized and existing under the laws of the State of Delaware with its principal place
of business at 60 Hampshire Street, Cambridge, Massachusetts 02139 ( “Idenix”);



     Jean-Pierre Sommadossi, Ph.D., an individual who resides in the State of Massachusetts
(“Sommadossi”);



     Université Montpellier II, a French government/municipal establishment with principal offices
at 2 Place Eugène Bataillon, 34095 Montpellier, Cedex 5, France, (“Montpellier”); and



     Centre National de la Recherche Scientifique et Technological Public Establishment, with
principal offices at 3 Rue Michel-Ange 75794, Paris, Cedex 16, France, (“CNRS”).



     Each of UAB, UABRF, Emory, Idenix, Sommadossi, Montpellier, and CNRS are referred to in this
Agreement as a “Party” and collectively, as the “Parties”.



RECITALS




     WHEREAS, UABRF and Idenix are parties to a License Agreement dated June 20, 1998, which was
subsequently amended by UABRF and Idenix on June 20, 1998 and July 16, 1999 (the “1998 License
Agreement”);



     WHEREAS, pursuant to an Agreement for Commercialization of Anti-Viral Compounds, dated June 3,
1994 between and among UABRF, Emory and CNRS (hereinafter sometimes referred to as the “1994
Inter-Institutional Agreement”), UABRF is the sole and exclusive agent



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of Emory and CNRS in connection with the rights licensed* pursuant to the 1998
License Agreement;



     WHEREAS, a dispute has arisen between UABRF and Idenix with respect to whether commercial
products containing LdT (“LdT” also known as telbivudine) are covered by the 1998 License Agreement
(the “License Dispute”);



     WHEREAS, UAB and UABRF have a contractual relationship with former UAB employee Abdesselam
Faraj (“Faraj”) in which Faraj has assigned to UABRF his purported inventorship rights in the use
of LdT for treating Hepatitis B virus infections (“HBV infections”);



     WHEREAS, on January 7, 2007, UAB and UABRF filed an action in the U.S. District Court Northern
District of Alabama file number CV-07 BE-0101-S against Idenix, CNRS (identified therein as Centre
National de la Recherche) and Montpellier (the “Lawsuit”) asserting certain federal and Alabama
state law claims against the defendants relating to LdT (the “Lawsuit Claims”) (collectively, the
License Dispute and the Lawsuit Claims, are referred to in this Agreement as the “Claims”);



     WHEREAS, UAB, UABRF and Emory, on the one hand, and Idenix, Sommadossi, Montpellier and CNRS,
on the other, have agreed to settle finally and irrevocably their disputes and differences;



     WHEREAS, Idenix has developed LdT-containing products and has obtained regulatory approval to
market such products in the United States and other countries;



     WHEREAS, Novartis Pharma AG (“Novartis”) owns a majority of the outstanding shares of Idenix,
and, in consideration of certain royalty obligations and contingent milestone payments to be made
to Idenix by Novartis, Idenix has contractually transferred to Novartis the worldwide marketing
rights for LdT-containing products;



     WHEREAS, Idenix has confidentially disclosed such royalty and milestone provisions of its
agreement with Novartis to representatives of UABRF and Emory; and



     WHEREAS, Idenix, CNRS and Montpellier are co-owners of certain patents that describe and claim
compositions and uses of LdT for the treatment of HBV infections, which patents are the subject of
the Lawsuit Claims, and each of CNRS and Montpellier have exclusively licensed its rights in those
patents to Idenix.





 




			
	*	 	There has been a dispute between Emory and Idenix
regarding the scope of UAB’s authority to license certain patent rights (the
“FDOC Dispute”). The FDOC dispute has been resolved. See Section 5(F) below.
The recital to which this footnote is appended shall not be construed as an
admission by either Idenix or Emory with respect to the issue identified in
Section 5(F).




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     NOW, THEREFORE, for good and valuable consideration, including the releases, covenants,
representations and promises made in this Agreement, the sufficiency of which is hereby
acknowledged by all of the Parties, the Parties to this Agreement agree as follows:


1. Exclusion of LdT from the License Agreement. For purposes of this Agreement and
subject to its terms and conditions, LdT is not a Licensed Product or part of Licensed Technology
or Intellectual Property Rights, as those terms are defined in the 1998 License Agreement, and no
royalty or other payments, except as set forth in this Agreement, are or will be due to any of the
Parties as a result of the activities of Idenix or its Affiliates† or licensees with
respect to LdT.



2. Payments. In full consideration of the obligations of UAB, UABRF and Emory
hereunder, including the releases and covenants referred to in Section 5 below, Idenix agrees as
set forth below:





	 	A.	 	Within five (5) days of the execution of this Agreement by all of the Parties,
Idenix shall pay to UABRF in immediately available funds the sum of Four Million and
No/100 Dollars ($4,000,000). UABRF shall have the option to have such amount paid to
it directly by wire transfer and in such event shall promptly provide wiring
information to Idenix.
	 
	 	B.	 	Subject to the minimum payment obligations set forth in Section 2.C and subject
to the provisions of Section 2.D and 2.G, Idenix shall pay UABRF twenty percent (20%)
of the royalty payments (but not the milestone payments), including any late fees
received by Idenix from Novartis relating to royalty payments, received from Novartis
for worldwide sales of products containing LdT. Payments by Idenix to UABRF shall be
made within thirty (30) days of Idenix’s receipt of payment from Novartis in each
quarter in which Novartis has made royalty payments to Idenix. Idenix will provide
prompt notice to UABRF if Novartis fails to make any payment on or before the date such
payments are due under the currently existing agreements between Idenix and Novartis.
Idenix also agrees to use reasonable commercial efforts to collect any such payments
from Novartis. Idenix shall make late payments in accordance with Section 2.J and the
due date for such late payments shall be within thirty (30) days of Idenix’s receipt of
late payments from Novartis.







 




			
	†	 	“Affiliate,” as used in this Agreement, means any
corporation, company, partnership, joint venture, firm and/or entity which
controls, is controlled by or is under common control with a Party. For
purposes of this definition, “control” shall mean (i) in the case of corporate
entities, direct or indirect ownership of at least fifty percent (50%) of the
stock or shares entitled to vote for the election of directors, and (ii) in the
case of non-corporate entities, direct or indirect ownership of at least fifty
percent (50%) of the equity interest with power to direct the management and
policies of such non-corporate entities.




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	 	C.	 	In the event that the payments that Idenix makes to UABRF pursuant to the
preceding Section 2.B do not reach the minimum payment obligations set forth below,
then Idenix shall, within thirty (30) days following each of the dates specified, pay
UABRF the difference between such payments and the minimum payment amount. Payments
made pursuant to the preceding Section 2.B (excluding any amount paid under Section
2.J) shall be fully creditable against such minimums, and in the event that payments
during one period exceed the minimum obligation for that period, the excess may be
credited against subsequent minimum obligations for later periods:





	 	 	 	 	 
	Period Ending	 	Minimum Payment
	December 30, 2010
	 	$	2,000,000	 
	December 30, 2013
	 	$	2,000,000	 
	December 30, 2016
	 	$	2,000,000	 
	December 30, 2018
	 	$	5,000,000	 







	 	D.	 	Subject to the provisions of Section 2.G, all payment obligations of Idenix
under this Agreement shall end on August 10, 2019, with the exception of obligations
that have accrued before that date and remain unpaid on that date.
	 
	 	E.	 	All payments pursuant to this Section 2 shall be paid to UABRF at the address
shown on the first page of this Agreement. All amounts due to be paid to UABRF
pursuant to this Agreement shall be made in United States dollars. Any and all amounts
received by Idenix or generated in foreign currency shall be converted into United
States dollars at the official rate of exchange from such currency to United States
dollars at the rate quoted in the Wall Street Journal (United States edition). Such
conversion shall occur on a business day no earlier than three (3) business days before
payment is made to UABRF.
	 
	 	F.	 	This Agreement shall apply to all sales of LdT-containing products which are
authorized by Idenix or Novartis, regardless of the actual entity that sells the
products. Idenix shall pay UABRF in a manner and in an amount that is equivalent to
and shall not be lower than the amount that would have been due had the sales been made
by Novartis. This obligation includes, but is not limited to, the following:






	 	(i)	 	In the event that Idenix or an Affiliate other than Novartis
sells LdT-containing products, then in lieu of the payments referred to in
Section 2.B,




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	 	 	 	Idenix shall pay UABRF a percentage of its net sales of LdT-containing
products equivalent to the payments that UABRF would have received had
Novartis made the sales, which payments shall be fully creditable against
minimum payment obligations in the same manner as set forth in Section 2.C.






	 	(ii)	 	In the event that a third party that is not an Affiliate of
Idenix or Novartis is authorized by Idenix or Novartis to sell LdT-containing
products, then Idenix agrees that the payments to UABRF pursuant to Section 2
shall be the same as they would have been had the sales been made by Novartis
instead of by the authorized third party. Notwithstanding the foregoing, it is
understood and agreed that, if Idenix or Novartis have LdT-containing products
made by a contract manufacturer, the payments shall be based on the sales that
Idenix or Novartis makes to their customers, and not on the contract
manufacturer’s sales to them.
	 
	 	(iii)	 	In the event that Novartis and Idenix alter their agreements
or relationship with each other in a way that affects their obligations to each
other with respect to LdT-containing products, then the payments due to UABRF
shall be equal to the amount that would have been payable before the alteration
of the Novartis and Idenix agreements or relationship.
	 
	 	(iv)	 	For purposes of this Section 2.F, net sales shall mean gross
sales of LdT-containing products by Idenix or its Affiliates or sublicensees to
independent third parties, less the following items that do not exceed
reasonable and customary amounts in the country in which such sale occurred:
(i) trade, cash and quantity discounts actually allowed and taken; (ii)
excises, sales taxes or other taxes imposed upon and paid with respect to such
sales (excluding national, state or local taxes based on income); (iii)
freight, insurance and other transportation charges incurred in shipping such
product to third parties; (iv) amounts repaid or credited by reason of
rejections, defects, recalls or returns or because of retroactive price
reductions; and (v) rebates paid pursuant to government regulations.






	 	G.	 	Termination of Idenix’s Payment Obligations






	 	(i)	 	Termination Upon Withdrawal Of LdT Products From All Markets






a. Voluntary Withdrawal — In the event that LdT-containing products
are withdrawn from all markets based on reasonable concerns about the safety
of the products or because of a substantial limitation (short of
cancellation)



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of market approval by a regulatory authority in a Major Market and are no
longer available for purchase from Idenix, Novartis or any licensee,
Affiliate or designee of Idenix or Novartis in any market worldwide, then,
notwithstanding other provisions of this Agreement, but subject to Section
2.G.(i)d below, the future payment obligations under Section 2.C following
such withdrawal shall terminate except that a pro-rata portion of the next
scheduled Minimum Payment shall be paid to UABRF pursuant to the calculations
set forth in Section 2.G.(ii) below.




b. Withdrawal Based on Cancellation of Regulatory Approval — In the
event of cancellation of marketing approval of LdT-containing products by a
regulatory authority in a Major Market, Idenix‡ shall have the
right to withdraw such products from all markets and, if it does so and such
products are no longer available for purchase from Idenix, Novartis or any
licensee, Affiliate or designee of Idenix or Novartis in any market
worldwide, then, notwithstanding other provisions of this Agreement, the
future payment obligations under Section 2.C following such withdrawal shall
terminate except that a pro-rata portion of the next scheduled Minimum
Payment shall be paid to UABRF pursuant to the calculations set forth in
Section 2.G.(ii) below.




c. As used in this Agreement, “Major Market” means China, South Korea,
Japan, the U,S.A, and the following countries belonging to the European
Union: France, Germany, Italy, Spain and the United Kingdom.




d. In the event that Idenix voluntarily withdraws LdT-containing products
from all markets pursuant to Section 2.G.(i)a above, and UABRF disputes such
withdrawal, then the Parties shall submit the dispute to a panel of three
independent medical/regulatory experts for resolution. Idenix shall appoint
one of such experts, UABRF shall appoint one of such experts, and the two
Party-appointed experts shall appoint the third expert, who shall serve as
the chair. The panel shall review written information provided by the
Parties and shall render its decision within thirty (30) days of receipt of
such information. The decision of the panel shall be binding. The question
for the panel shall be whether the decision to withdraw the product from all
markets was reasonable based on the safety concerns or the substantial
limitation of market approval by a regulatory authority in a Major Market.





 




			
	‡	 	When reference is made in Section 2.G.(i) to Idenix’s
withdrawal of product, it is understood to include withdrawal by Novartis (to
which Idenix has granted commercialization rights) and licensees, Affiliates
and designees of Idenix or Novartis.




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In the event that the panel determines that the withdrawal of the product was
not reasonably based on safety concerns or the substantial limitation of
market approval by a regulatory authority in a Major Market, then Idenix’s
minimum payment obligations shall continue, but in no event shall Idenix,
Novartis or any licensee, Affiliate or designee of Idenix or Novartis be
required to sell such product.




	 	(ii)	 	Within thirty (30) days of the withdrawal of LdT-containing
products from the market, Idenix shall pay UABRF the pro-rata portion of the
next Minimum Payment due after such withdrawal, calculated according to the
following formula:.






Payment Due = (M X A/B) — (TP — TM)




Wherein “M” represents the amount of the next scheduled Minimum Payment
following product withdrawal;




“A” represents the number of days from and including the Effective Date date
up to, but not including, the date of product withdrawal;




“B” represents the total number of days from and including the Effective Date
up to, but not including, the date of the next scheduled Minimum Payment;




“TP” represents the total amount of payments made by Idenix to
UABRF prior to the date of product withdrawal; and




“TM” represents the total minimum payment obligation under Section
2.C up to the date of product withdrawal,




provided, however, that if the above formula yields a negative number, then
the Payment Due shall be zero.




By way of illustration only, if product withdrawal occurs on December 30,
2014 and Idenix has made total payments of $4,500,000 to UABRF at that time,
the remaining Payment Due would be




Payment Due = ($2,000,000 X (2403/3134)) — ($4,500,000 — $4,000,000)



  = $1,037,102.47




	 	H.	 	Idenix shall keep books and records sufficient to verify the accuracy and
completeness of the reports and payments made to UABRF pursuant to Section 2 of this
Agreement. Such reports shall indicate the royalty payments and late fees




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	 	 	 	received by Idenix from Novartis during the applicable reporting period and the
amount due UABRF. Idenix’s books and records shall be kept for a period of not less
than six (6) years after they are created. UABRF shall have the right, not more
than once in any twelve (12) month period, to have Idenix’s books and records
audited by a qualified, independent accounting firm of its choosing, and reasonably
acceptable to Idenix, under appropriate confidentiality provisions, to ascertain the
accuracy of the reports and payments under this Agreement and compliance by Idenix
with its obligations pursuant to this Agreement. It is understood that UABRF’s
independent accounting firm may have access to the reports that Novartis submits to
Idenix, but that this Section H does not entitle UABRF’s accounting firm to have
access to the books and records of Novartis. Such audit shall be conducted on ten
(10) days advance notice during normal business hours and in a manner that does not
interfere unreasonably with Idenix’ business. Such independent accounting firm
shall disclose to UABRF only the accuracy of the reports provided by Idenix and
shall not report the information contained in the reports submitted by Novartis to
Idenix; provided that if Idenix rejects the auditor’s final analysis or conclusion
in whole or in part, then UABRF shall, after agreeing to confidentiality conditions
comparable to those applicable to the auditor, be permitted the right to inspect,
the documents that are relevant to understanding the dispute between Idenix and the
auditor. If Idenix has underpaid or underreported any amount due under this
Agreement by more than five percent (5%), Idenix shall promptly pay to UABRF the
amount so underpaid or underreported and shall also reimburse UABRF its full costs
and expenses incurred with respect to the audit.






	 	I.	 	It is understood that UABRF shall receive the payments from Idenix under this
Agreement on behalf of itself, UAB and Emory and Faraj and that Idenix shall have no
liability or responsibility to any of those entities in the event of a dispute
concerning the allocation of payments.






	 	J.	 	Late Payments. Idenix shall pay interest to the UABRF on the aggregate amount
of any payments that are not paid on or before the date such payments are due under
this Agreement at a rate per annum equal to the lesser of one percent (1%) per month or
the highest rate permitted by applicable Law, compounded monthly, calculated on the
number of days such payments are paid, provided, however, that if the payment or its
amount is subject to a good-faith dispute, then such dispute shall be resolved in
accordance with Section 19 below, and this paragraph shall not apply, unless the
arbitration panel determines that there was no good-faith basis for the failure to make
the payment in a timely way.




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3. Sommadossi’s Rights. Idenix and Sommadossi agree and acknowledge that Sommadossi
has no rights to any consideration or payments received by UABRF pursuant to this Agreement.



4. Dismissal of Lawsuit. Upon execution of this Agreement by the Parties and
execution and delivery of the releases and covenants not to sue referred to in Section 5
below, and receipt by UABRF of the payment required in Section 2.A above, UAB and UABRF
agree to file within seven (7) days a Dismissal with prejudice of all of the Lawsuit Claims.
To the extent that the consents of Idenix, CNRS or Montpellier are required with respect to
such Dismissal, they shall provide it.



5. Releases, Covenants Not to Sue and Acknowledgement. Upon execution of this
Agreement, the Parties shall simultaneously deliver the following fully executed releases
and covenants not to sue to the other designated Parties:





	 	A.	 	UAB, UABRF and Emory will execute and deliver to Idenix, CNRS
and Montpellier the release and covenant not to sue in the form set forth in
attached Exhibit A (the “UAB/UABRF/Emory Release and Covenant”);
	 
	 	B.	 	UAB and UABRF will deliver to Idenix, CNRS and Montpellier the
release and covenant not to sue executed by Faraj in the form set forth in
attached Exhibit B (the “Faraj Release and Covenant”);
	 
	 	C.	 	Idenix and Sommadossi will execute and deliver to UAB, UABRF
and Emory the release and covenant not to sue in the form set forth in attached
Exhibit C (the “Idenix/Sommadossi Release and Covenant”);
	 
	 	D.	 	CNRS and Montpellier shall execute and deliver to UAB, UABRF
and Emory the release and covenant not to sue in the form set forth in attached
Exhibit D (the “CNRS/Montpellier Release and Covenant”);
	 
	 	E.	 	Idenix, CNRS and Montpellier shall execute and deliver to Faraj
the release and covenant not to sue in the form set forth in attached Exhibit E
(the “Idenix/CNRS/Montpellier Release and Covenant”);
	 
	 	F.	 	Acknowledgment Concerning FDOC; Emory Acknowledgement
concerning 1998 License Agreement. Idenix acknowledges and agrees that it
has no right or proprietary interest under the 1998 License Agreement in or to
the compound FDOC, including L-FDOC or D-FDOC or their salts, esters, prodrugs,
racemic mixtures, stereoisomers, enantiomerically enriched mixtures and
purified enantiomers, and specifically including (+)-ß-D-FDOC and prodrugs and
nucleotide prodrugs and stabilized nucleotide prodrugs of (+)-ß-D-FDOC as
disclosed in US 6,525,033 and




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	 	 	 	PCT/US96/10026 and including any methods involving use of FDOC. To the
extent that the 1998 License Agreement may arguably be interpreted to include
rights in FDOC, Idenix confirms and acknowledges that any such interpretation
is inaccurate and agrees not to urge or advocate any such interpretation.
Subject to the preceding language concerning FDOC and the aforementioned
related compounds, Emory acknowledges and agrees that any other patent rights
or other proprietary subject matter owned or controlled by Emory that was
identified as licensed to Idenix by the terms of the 1998 License Agreement
was, in fact, validly and effectively licensed to Idenix pursuant to the
terms of the 1998 License Agreement, and Emory agrees not to urge or advocate
any contrary interpretation of the 1998 License Agreement or the 1994
Inter-Institutional Agreement between Emory and UABRF.




6. Unauthorized Sales. Idenix or its Affiliates (including Novartis) shall take
legally and commercially reasonable steps to prevent the unauthorized manufacture or sale of
LdT-containing products that infringe one or more of the five patents involved in the
Lawsuit or a foreign counterpart thereof when such manufacture and sale substantially
compete with sales by Idenix or Novartis or an Affiliate or licensee of Idenix or Novartis
in a Major Market. Should UAB, UABRF or Emory become aware of such unauthorized manufacture
or sale, then such Party shall promptly notify Idenix and provide all relevant facts
concerning such infringement known to it. In the event that Idenix recovers damages for
past infringement or receives payment in settlement of such dispute, then, after deducting
the reasonable costs of litigation and settlement negotiations, Idenix shall pay to UABRF
the lesser of one-half of the net payment received or a portion of the net payment received
equivalent to the payment that UABRF would have received pursuant to Section 2.B above, had
the unauthorized manufacturer or seller been an authorized manufacturer or seller. Idenix
shall have sole control over any such litigation and settlement and shall have the sole
discretion to settle any dispute, except that it cannot settle any dispute that admits fault
or liability by UAB, UABRF or Emory or which requires the payment of money by UAB, UABRF or
Emory without their consent.



7. No Admission. Neither this Agreement nor any of the terms of this Agreement shall
constitute or be construed as evidence of any admission by any of the Parties of the
validity of any of the claims of any other Party. Each Party expressly denies any liability
or fault. Except for purposes of enforcing this Agreement or asserting any claim for the
breach of any promise, obligation, or representation made or undertaken in this Agreement,
neither this Agreement nor any of their respective terms shall be offered in evidence in any
action or proceeding, or be utilized in any manner whatsoever, as an admission or concession
of liability or wrongdoing of any kind or nature on the part of any of the Parties.




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8. Ownership of Claims. Each Party represents and certifies that no claims it has,
may have, or may have had which are within the scope of the releases and covenants provided
for in Section 5 and in attached Exhibits A, B, C, D, and E of this Agreement have been
sold, transferred, or assigned to any other person or entity.



9. No Statements Made. None of the Parties has made any statement, representation,
warranty or certification to the other Parties, other than those made expressly in this
Agreement to induce the other Parties to execute this Agreement or their respective releases
and covenants.



10. Correction of Inventorship. In the event that a court or administrative agency
of competent jurisdiction determines that Faraj is an inventor of subject matter claimed in
any of the five patents at issue in the Lawsuit or any foreign counterpart of such patent,
or any continuation, continuation-in-part, divisional or reissue of such patent, then Idenix
shall have a royalty-free, irrevocable exclusive license, with right to sublicense, rights
that UAB and UABRF shall have in such patents, and UAB and UABRF shall execute such
documents and otherwise cooperate with Idenix, and shall use its best reasonable efforts to
secure Faraj’s cooperation, in an expeditious manner to correct inventorship.



11. Abandonment of UAB Continuation Application. Within ten (10) days following
execution of this Agreement, UAB and UABRF shall expressly abandon U.S. Patent Application
No. 11/180,964, filed July 12, 2005, which published as U.S. Patent Application Publication
US 2005/0277616 A1 and any related patent application that purports to claim compositions or
methods for treating HBV infections with LdT or with a subgenus of compounds that includes
LdT, and UAB and UABRF agree not to submit such claims or substantially similar claims in
any other application.



12. Full Understanding. The Parties acknowledge that they have discussed this
Agreement with their respective attorneys and that they understand and agree to be bound by
its terms.



13. Authority. Each Party represents that it has full authority and/or has been duly
authorized to execute this Agreement and the releases and covenants referred to in this
Agreement.



14. Entire Agreement. This Agreement (including all Exhibits attached hereto)
contains the entire understanding among the Parties concerning the Claims and it supersedes
any and all prior agreements, statements, representations, or negotiations of the Parties
(and of their employees, attorneys, or other representatives) with respect to the Claims.




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15. Amendment. This Agreement may not be changed, modified, or altered except by an
agreement in writing signed by the Parties to such change, modification, or alteration.



16. Assignment. This Agreement and the rights and obligations hereunder may not be
assigned to any other person or entity without the prior written approval of the other
Parties; provided, however, that Idenix may assign its rights and obligations under this
Agreement to a successor to substantially the entire business of Idenix to which this
Agreement pertains.



17. Binding Effect. This Agreement shall be binding upon and inure to the benefit
of the Parties and, as applicable, their respective successors and permitted assigns.



18. Governing Law. This Agreement shall be construed and interpreted in accordance
with, and subject to, the laws of the State of Alabama, without regard to its conflicts of
law rules.



19. Dispute Resolution. Except as otherwise set forth in Section 2.G.(i)d, the
Parties agree that any dispute or conflict arising out of or relating to this Agreement or
to a breach thereof, including its interpretation, performance or termination, shall be
resolved pursuant to the provisions of this Section. The Parties shall first try to settle
such dispute or conflict amicably between themselves. In the event that the dispute or
conflict is not resolved within sixty (60) days after one Party notifies one or more other
Parties in writing concerning a dispute or conflict, then the dispute or conflict shall be
referred to an executive officer of each Party involved for resolving by negotiation in good
faith as soon as practicable but no later than sixty (60) days after its referral. In the
event the Parties are still unable to resolve the dispute or conflict by negotiation, the
dispute or conflict may then be submitted by a Party to a mediator, mutually agreed to by
the affected Parties, for nonbinding mediation. The Parties shall cooperate with the
mediator in an effort to resolve such dispute. If the dispute is not resolved pursuant to
the above described procedures, then the dispute shall be resolved in a binding arbitration
which may only be initiated sixty (60) days after its submission to the mediator. The
arbitration shall be conducted by three (3) arbitrators, one to be appointed by the Party or
Parties initiating the arbitration, one to be appointed by the Party or Parties against
which arbitration is initiated, and the third to be appointed by the other two arbitrators.
The arbitration shall be conducted in accordance with the commercial rules of the American
Arbitration Association then in effect, which shall administer the arbitration. The
arbitration, including the rendering of the award, shall take place in Raleigh, North
Carolina, and shall be the exclusive forum for resolving such dispute. The decision of the
arbitrators shall be final and binding upon the affected Parties. The costs of the
arbitration (but not either side’s attorneys’ fees or other expenses) shall be equally
divided between, on the one


12









 






 hand, the Party or Parties initiating arbitration, and, on the other hand, the Party or
Parties against which arbitration is initiated.



20. Notices. Any notice, request, approval or consent required to be given under
this Agreement will be sufficiently given if in writing and delivered to a Party in person,
by recognized overnight courier or mailed in the postal service operating in the
jurisdiction in which such Party is located or resides, postage prepaid to the address
appearing on page one of this Agreement, or at such other address as each Party so
designates in accordance with these criteria. Notice shall be deemed effective upon receipt
if delivered in person or by overnight courier or five (5) business days after mailing with
the applicable postal service.



21. Waiver. No waiver of a provision, breach or default shall apply to any other
provision or subsequent breach or default or be deemed continuous.



22. Force Majeure. No Party shall be responsible for delays resulting from causes
beyond the reasonable control of such Party, including, without limitation, fire, explosion,
flood, war, strikes and riots, provided that such non performing Party uses commercially
reasonable efforts to avoid or remove such causes of non performance and promptly continues
performance under this Agreement whenever such causes are removed.



23. Interpretation; Headings; Severability. This Agreement is the result of
negotiations and shall not be construed more strictly against one Party than any other
Party. The captions or headings in this Agreement are solely for descriptive purposes and do
not alter, modify, add to, or subtract from the substantive provisions of this Agreement.
If any provision of this Agreement is found to be unlawful or unenforceable, such provision
shall be deemed severed from the Agreement and in no way affect the validity or
enforceability of the remaining provisions of this Agreement.



24. Confidentiality. This Agreement and its terms shall be confidential and shall
not be publicly disclosed without the express written consent of the other Parties.
Notwithstanding the foregoing, a Party may disclose such terms as, in the opinion of
counsel, are reasonably required by U.S. or foreign laws or regulations or as may be
required by an order of a court or governmental agency, in which case, the Party that is
required to make such disclosure shall promptly inform the other Parties and shall take
steps to protect the confidentiality of the disclosure to the extent reasonably possible. A
Party may disclose this Agreement or its terms to a potential investor, successor or
assignee, provided that such investor, successor or assignee agrees in writing to preserve
the confidentiality of such information. One or more Parties may issue a press release
disclosing the fact that the disputes have been settled, provided that the terms of
settlement


13









 






 are not disclosed. To the extent any information becomes public without a breach of any
legal obligation, it may be freely used by any party.



25. Counterparts; Signatures. This Agreement may be executed in counterparts, and
all such counterparts together shall constitute the entire agreement of the Parties, and a
facsimile or PDF signature shall have the same force and effect as an original.



[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



14









 








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



	 	 	 	 	 
	 	UAB:




The Board of Trustees of the University of Alabama for

the University of Alabama at Birmingham

 	 
	 	By:  	/s/
Richard Margison 	 
	 	 	Name:  	Richard Margison 	 
	 	 	Its: 	Vice President for
Financing Affairs and Admin. 	 
	 



	 	 	 	 	 
	 	UABRF:




The UAB Research Foundation

 	 
	 	By:  	/s/
David Winwood 	 
	 	 	Name:  	David Winwood 	 
	 	 	Its: 	Chief Executive
Officer 	 



15









 






	 	 	 	 	 



	 	 	 	 	 
	 	EMORY:




Emory University

 	 
	 	By:  	/s/ 	 
	 	 	Name:  	 	 
	 	 	Its: 	 	 



16









 






	 	 	 	 	 



	 	 	 	 	 
	 	IDENIX:




Idenix Pharmaceuticals, Inc.

 	 
	 	By:  	/s/
John F. Weidenbruch 	 
	 	 	Name:  	John F. Weidenbruch 	 
	 	 	Its: 	Executive Vice
President and General Counsel 	 
	 
	 	SOMMADOSSI:

 	 
	 	By:  	/s/ Jean-Pierre Sommadossi
 	 
	 	 	Jean Pierre Sommadossi, Ph. D. 	 
	 	 	 	 



17









 






	 	 	 	 	 



	 	 	 	 	 
	 	MONTPELLIER:




Universite Montpellier II

 	 
	 	By:  	/s/
Daniela Herin 	 
	 	 	Name:  	Daniela Herin 	 
	 	 	Its: 	La Présidente 	 



18









 






	 	 	 	 	 



	 	 	 	 	 
	 	CNRS:




Centre National de la Recherche Scientifique et

Technological Public Establishment

 	 
	 	By:  	/s/
Arnold Migus 	 
	 	 	Name:  	Arnold Migus 	 
	 	 	Its: 	Le Directeur
général 	 
	 




19











 





EXHIBIT A




UAB/UABRF/EMORY RELEASE AND COVENANT




     This Release and Covenant Not to Sue (this “Release and Covenant”) is made and delivered
pursuant to the Settlement Agreement dated the 30th day of
July, 2008 by and among The Board of
Trustees of the University of Alabama on behalf of one of its Divisions, the University of Alabama
at Birmingham (“UAB”), The UAB Research Foundation (“UABRF”), Emory University (“Emory”), Idenix
Pharmaceuticals, Inc. (formerly known as Novirio Pharmaceuticals, Inc.) (“Idenix”), Jean-Pierre
Sommadossi, Ph.D., (“Sommadossi”), Université Montpellier II (“Montpellier”) and Centre National de
la Recherche Scientifique et Technological Public Establishment (“CNRS”) and is effective as of the
Effective Date of the Settlement Agreement.



     This Release and Covenant is made in connection with, and in consideration for, at the least,
the rights, benefits and/or duties contained in the Settlement Agreement and/or Exhibits attached
thereto.



     1. Release



     Each of UAB, UABRF and Emory, and their agents, Affiliates (as defined in the 1998 Agreement),
heirs, officers, employees, directors, successors and assigns irrevocably release, remise, acquit
and forever discharge: (i) Sommadossi, his representatives and heirs (collectively, “Sommadossi
Releasees”), (ii) Idenix, its subsidiaries and all of its and their predecessors-in-interest and
successors-in-interest, and Idenix’s affiliates and each of Idenix’s and Idenix’s affiliates’ past
and present shareholders, officers, directors, employees, representatives, agents, successors and
permitted assigns (collectively, “Idenix Releasees”), (iii) CNRS and CNRS’s affiliates and each of
CNRS’s and CNRS’s affiliates’ past and present shareholders, trustees, officers, directors,
employees, representatives, agents, successors and permitted assigns (collectively, “CNRS
Releasees”); and (iv) Montpellier and Montpellier’s affiliates and each of Montpellier’s and
Montpellier’s affiliates’ past and present shareholders, trustees, officers, directors, employees,
representatives, agents, successors and permitted assigns (collectively, “Montpellier Releasees”),
from any and all claims, demands, actions, causes of action, losses and expenses (including
attorneys’ fees and costs) of whatever kind or nature, legal or equitable, existing or contingent,
whether known or unknown, and whether asserted or unasserted, that arise from, relate to or are
based upon any act, event, or occurrence preceding the Effective Date of the Settlement Agreement
relating to or arising out of the 1998 License Agreement or the Lawsuit (as those terms are defined
in the Settlement Agreement) and all other claims or potential claims that each of UAB, UABRF
and/or Emory knew or could have known about upon reasonable investigation



 









 







prior to the Effective Date of the Settlement Agreement. All of the claims released above are
referred to as the “Released Claims”.



     2. Covenant-not-to-sue



     Except as and only to the extent required by law or by order of a court or administrative
agency of competent jurisdiction, each of UAB, UABRF and Emory covenant not to, directly or
indirectly, file, commence, support, assist, aid, undertake or maintain any action, including an
action commencing arbitration, against any of Sommadossi Releasees, Idenix Releasees, CNRS
Releasees, or Montpellier Releasees on any claims or causes of action (including, but not limited
to, actions challenging the validity, enforceability or inventorship of the five patents involved
in the Lawsuit or any continuation, divisional, reissue or foreign counterpart thereof ) relating
to or arising from the Released Claims, provided that, in the event Idenix brings an infringement
action against UAB, UABRF or Emory or their licensees for infringement of any of the five patents
based on any activity other than the use of LdT to treat Hepatitis B, then UAB, UABRF or Emory
shall be free to assert all defenses (except challenges to inventorship, which are expressly barred
by this settlement), and to directly or indirectly support, assist and aid such licensees in the
assertion of such defenses, provided further that Idenix’s acknowledgement of UAB’s, UABRF’s and
Emory’s right to assert such defenses shall not constitute a waiver by Idenix of any defense,
rebuttal or response to such defense.



     UAB, UABRF and Emory further covenant not to, directly or indirectly, file, commence, support,
assist, aid, undertake or maintain any action, including an action commencing arbitration, against
any of Sommadossi Releasees, Idenix Releasees, CNRS Releasees, or Montpellier Releasees to recover
any payment or other relief under the 1998 License Agreement based on the manufacture, use, sale,
offer for sale or importation of LdT-containing products by the Idenix Releasees, their licensees
or customers, except to the extent that such LdT-containing product contains at least one other
active pharmaceutical ingredient that is a Licensed Product, as that term is defined in the 1998
License Agreement.



     3. Ownership of Claims



     Each of UAB, UABRF and Emory represent and certify that as of the Effective Date of the
Settlement Agreement no claims any of them has, may have, or may have had which is within the scope
of this Release and Covenant have been sold, transferred, or assigned to any other person or
entity.



     4. Successors in Interest



     This covenant shall be binding upon any successors in interest to the entities executing this
Release and Covenant.



 









 





     IN WITNESS WHEREOF, each of UAB, UABRF and Emory have duly executed this Release and Covenant
by its duly authorized representative.




	 	 	 	 	 	 	 	 
	UAB:
 	 	UABRF:

 	 
	The Board of Trustees of the University 

of Alabama for the University of

Alabama at Birmingham

 	 	The UAB Research Foundation
 	 
	By:  	/s/
Richard Margison 	 	By:  	/s/
David Winwood 	 
	 	Name:  	Richard Margison 	 	 	Name:  	David Winwood 	 
	 	Its: 	Vice President for
Financial Affairs and Admin. 	 	 	Its: 	Chief Executive
Officer 	 
	 
	 
	EMORY:



Emory University

 	 	 	 
	By:  	/s/ 	 	  	 	 
	 	Name:  	 	 	 	  	 	 
	 	Its: 	 	 	 	 	 	 



 









 







EXHIBIT B




FARAJ RELEASE AND COVENANT





     This Release and Covenant Not to Sue (this “Release and Covenant”) is made and delivered
pursuant to the Settlement Agreement dated the 30th day of
July, 2008 by and among The Board of
Trustees of the University of Alabama on behalf of one of its Divisions, the University of Alabama
at Birmingham (“UAB”), The UAB Research Foundation (“UABRF”), Emory University (“Emory”), Idenix
Pharmaceuticals, Inc. (formerly known as Novirio Pharmaceuticals, Inc.) (“Idenix”), Jean-Pierre
Sommadossi, Ph.D., (“Sommadossi”), Université Montpellier II (“Montpellier”) and Centre National de
la Recherche Scientifique et Technological Public Establishment (“CNRS”) and is effective as of the
Effective Date of the Settlement Agreement.



     This Release and Covenant is made by Abdesselam Faraj, Ph.D., an individual who resides in
France (“Faraj”), in connection with, and in consideration for, at the least, proceeds agreed to be
provided to him by UABRF and other benefits that he shall receive as a result of the Settlement
Agreement, the sufficiency of which is hereby acknowledged.



     1. Release



     Faraj, and his agents, heirs, and assigns irrevocably releases, remises, acquits and forever
discharges: (i) Sommadossi, his representatives and heirs (collectively, “Sommadossi Releasees”),
(ii) Idenix, its subsidiaries and all of its and their predecessors-in-interest and
successors-in-interest, and Idenix’s affiliates and each of Idenix’s and Idenix’s affiliates’ past
and present shareholders, officers, directors, employees, representatives, agents, successors and
permitted assigns (collectively, “Idenix Releasees”), (iii) CNRS and CNRS’s affiliates and each of
CNRS’s and CNRS’s affiliates’ past and present shareholders, trustees, officers, directors,
employees, representatives, agents, successors and permitted assigns (collectively, “CNRS
Releasees”); and (iv) Montpellier and Montpellier’s affiliates and each of Montpellier’s and
Montpellier’s affiliates’ past and present shareholders, trustees, officers, directors, employees,
representatives, agents, successors and permitted assigns (collectively, “Montpellier Releasees”),
from any and all claims, demands, actions, causes of action, losses and expenses (including
attorneys’ fees and costs) of whatever kind or nature, legal or equitable, existing or contingent,
whether known or unknown, and whether asserted or unasserted, that arise from, relate to or are
based upon any act, event, or occurrence preceding the Effective Date of the Settlement Agreement
relating to or arising out of the Lawsuit (as defined in the Settlement Agreement) and all other
claims or potential claims that Faraj knew or could have known about upon reasonable investigation
prior to the Effective Date of the Settlement Agreement. All of the claims released above are
referred to as the “Released Claims”.



 









 





     2. Covenant-not-to-sue



     Except as and only to the extent required by law or by order of a court or administrative
agency of competent jurisdiction, Faraj covenants not to, directly or indirectly, file, commence,
support, assist, aid, undertake or maintain any action against any of Sommadossi Releasees, Idenix
Releasees, CNRS Releasees, or Montpellier Releasees on any claims or causes of action relating to
or arising from the Released Claims, including, but not limited to, actions challenging the
validity, enforceability or inventorship of the five patents involved in the Lawsuit or any
continuation, continuation-in-part, divisional, reissue or foreign counterpart thereof.



     3. Ownership of Claims



     Faraj represents and certifies that as of the Effective Date of the Settlement Agreement no
claim he has, may have, or may have had which is within the scope of this Release and Covenant have
been sold, transferred, or assigned to any other person or entity except that it is understood and
acknowledged that Faraj previously assigned to UAB whatever rights he may have had as an inventor
of the patents involved in the lawsuit



     IN WITNESS WHEREOF, Faraj has duly executed this Release and Covenant.



	 	 	 	 	 
	 	FARAJ:

 	 
	 	By:  	/s/
Abdesslem Faraj 	 
	 	 	Abdesslem Faraj, Ph.D. 	 
	 	 	 	 



 









 






EXHIBIT C




IDENIX/SOMMADOSSI RELEASE AND COVENANT





     This Release and Covenant Not to Sue (this “Release and Covenant”) is made and delivered
pursuant to the Settlement Agreement dated the 30th day of
July, 2008 by and among The Board of
Trustees of the University of Alabama on behalf of one of its Divisions, the University of Alabama
at Birmingham (“UAB”), The UAB Research Foundation (“UABRF”), Emory University (“Emory”), Idenix
Pharmaceuticals, Inc. (formerly known as Novirio Pharmaceuticals, Inc.) (“Idenix”), Jean-Pierre
Sommadossi, Ph.D., (“Sommadossi”), Université Montpellier II (“Montpellier”) and Centre National de
la Recherche Scientifique et Technological Public Establishment (“CNRS”) and is effective as of the
Effective Date of the Settlement Agreement.



     This Release and Covenant is made by Idenix and Sommadossi in connection with, and in
consideration for, at the least, the rights, benefits and/or duties contained in the Settlement
Agreement and/or Exhibits attached thereto.



     1. Release



     Each of Idenix and Sommadossi, and their agents, Affiliates (as defined in the 1998
Agreement), heirs, officers, employees, directors, successors and assignsirrevocably release,
remise, acquit and forever discharge (i) UAB; (ii) UABRF; (iii) Emory, and (iv) each of UAB’s,
UABRF’s and Emory’s respective trustees, principals, shareholders, directors, officers, employees,
representatives, agents, successors or permitted assigns (collectively, the “Releasees”), from any
and all claims, demands, actions, causes of action, losses and expenses (including attorneys’ fees
and costs) of whatever kind or nature, legal or equitable, existing or contingent, whether known or
unknown, and whether asserted or unasserted, that arise from, relate to or are based upon any act,
event, or occurrence preceding the Effective Date of the Settlement Agreement relating to or
arising out of the 1998 License Agreement or the Lawsuit (as defined in the Settlement Agreement)
and all other claims or potential claims that each of Idenix and/or Sommadossi knew or could have
known about upon reasonable investigation prior to the Effective Date of the Settlement Agreement.
All of the claims released above are referred to as the “Released Claims”.



     2. Covenant-not-to-sue



     Except as and only to the extent required by law or by order of a court or administrative
agency of competent jurisdiction, each of Idenix and Sommadossi covenant not to, directly or
indirectly, file, commence, support, assist, aid, undertake or maintain any action against UAB,
UABRF, Emory or any of the Releasees, on any claims or causes of action relating to or arising from
the Released Claims, except to enforce their rights under the Settlement Agreement.



 









 





     3. Ownership of Claims



     Each of Idenix and Sommadossi represent and certify that as of the Effective Date of the
Settlement Agreement no claims it or he has, may have, or may have had which is within the scope of
this Release and Covenant have been sold, transferred, or assigned to any other person or entity.



     4. Successors in Interest



     This covenant shall be binding upon any successors in interest to the parties executing this
Release and Covenant.



     IN WITNESS WHEREOF, Idenix, by its duly authorized representative, and Sommadossi have duly
executed this Release and Covenant.



	 	 	 	 	 
	 	IDENIX:



Idenix Pharmaceuticals, Inc.

 	 
	 	By:  	/s/
John F. Weidenbruch 	 
	 	 	Name:  	John F. Weidenbruch 	 
	 	 	Its: 	Executive Vice
President and General counsel 	 
	 
	 	SOMMADOSSI:

 	 
	 	By:  	/s/
Jean Pierre Sommadossi 	 
	 	 	Jean Pierre Sommadossi, Ph. D. 	 
	 	 	 	 



 









 







EXHIBIT D




CNRS/MONTPELLIER RELEASE AND COVENANT





     This Release and Covenant Not to Sue (this “Release and Covenant”) is made and delivered
pursuant to the Settlement Agreement dated the 30th day of
July, 2008 by and among The Board of
Trustees of the University of Alabama on behalf of one of its Divisions, the University of Alabama
at Birmingham (“UAB”), The UAB Research Foundation (“UABRF”), Emory University (“Emory”), Idenix
Pharmaceuticals, Inc. (formerly known as Novirio Pharmaceuticals, Inc.) (“Idenix”), Jean-Pierre
Sommadossi, Ph.D., (“Sommadossi”), Université Montpellier II (“Montpellier”) and Centre National de
la Recherche Scientifique et Technological Public Establishment (“CNRS”) and is effective as of the
Effective Date of the Settlement Agreement.



     This Release and Covenant is made by CNRS and Montpellier in connection with, and in
consideration for, at the least, the rights, benefits and/or duties contained in the Settlement
Agreement and/or Exhibits attached thereto.



     1. Release



     Each of CNRS and Montpellier and their agents, Affiliates (as defined in the 1998 Agreement),
heirs, officers, employees, directors, successors and assigns irrevocably release, remise, acquit
and forever discharge (i) UAB; (ii) UABRF; (iii) Emory, and (iv) each of UAB’s, UABRF’s and Emory’s
respective trustees, principals, shareholders, directors, officers, employees, representatives,
agents, successors or permitted assigns (collectively, the “Releasees”), from any and all claims,
demands, actions, causes of action, losses and expenses (including attorneys’ fees and costs) of
whatever kind or nature, legal or equitable, existing or contingent, whether known or unknown, and
whether asserted or unasserted, that arise from, relate to or are based upon any act, event, or
occurrence preceding the Effective Date of the Settlement Agreement relating to or arising out of
the 1998 License Agreement or the Lawsuit (as defined in the Settlement Agreement) and all other
claims or potential claims that each of CNRS and/or Montpellier knew or could have known about upon
reasonable investigation prior to the Effective Date of the Settlement Agreement. All of the
claims released above are referred to as the “Released Claims”.



     2. Covenant-not-to-sue



     Except as and only to the extent required by law or by order of a court or administrative
agency of competent jurisdiction, each of CNRS and Montpellier covenant not to, directly or
indirectly, file, commence, support, assist, aid, undertake or maintain any action against UAB,
UABRF, Emory or any of the Releasees, on any claims or causes of action relating to or arising from
the Released Claims, except to enforce their rights under the Settlement Agreement.



 









 





     3. Ownership of Claims



     CNRS and Montpellier represent and certify that as of the Effective Date of the Settlement
Agreement no claims they have, may have, or may have had which is within the scope of this Release
and Covenant have been sold, transferred, or assigned to any other person or entity.



     4. Successors in Interest



     This covenant shall be binding upon any successors in interest to the entities executing this
Release and Covenant.



     IN WITNESS WHEREOF, each of CNRS and Montpellier have duly executed this Release and Covenant
by its duly authorized representative.



	 	 	 	 	 
	 	CNRS:



Centre National de la Recherche Scientifique et

Technological Public Establishment

 	 
	 	By:  	/s/
Arnold Migus 	 
	 	 	Name:  	Arnold Migus 	 
	 	 	Its: 	Le Directeur
général 	 



 









 







	 	 	 	 	 
	 	MONTPELLIER:



Université Montpellier II

 	 
	 	By:  	/s/
Daniela Herin 	 
	 	 	Name:  	Daniela Herin 	 
	 	 	Its: 	La Présidente 	 



 









 







EXHIBIT E




IDENIX/CNRS/MONTPELLIER/SOMMADOSSI RELEASE AND COVENANT





     This Release and Covenant Not to Sue (this “Release and Covenant”) is made and delivered
pursuant to the Settlement Agreement dated the 30th day of
July, 2008 by and among The Board of
Trustees of the University of Alabama on behalf of one of its Divisions, the University of Alabama
at Birmingham (“UAB”), The UAB Research Foundation (“UABRF”), Emory University (“Emory”), Idenix
Pharmaceuticals, Inc. (formerly known as Novirio Pharmaceuticals, Inc.) (“Idenix”), Jean-Pierre
Sommadossi, Ph.D., (“Sommadossi”), Université Montpellier II (“Montpellier”) and Centre National de
la Recherche Scientifique et Technological Public Establishment (“CNRS”) and is effective as of the
Effective Date of the Settlement Agreement.



     This Release and Covenant is made by Idenix, CNRS, Montpellier and Sommadossi in connection
with, and in consideration for, at the least, the rights, benefits and/or duties contained in the
Settlement Agreement and/or Exhibits attached thereto.



     1. Release



     Each of Idenix, CNRS, Montpellier and Sommadossi and their agents, Affiliates (as defined in
the 1998 Agreement), heirs, officers, employees, directors, successors and assigns irrevocably
release, remise, acquit and forever discharge Dr. Abdesselam Faraj, an individual residing in                     
(“Faraj”) from any and all claims, demands, actions, causes of action, losses and expenses
(including attorneys’ fees and costs) of whatever kind or nature, legal or equitable, existing or
contingent, whether known or unknown, and whether asserted or unasserted, that arise from, relate
to or are based upon any act, event, or occurrence preceding the Effective Date of the Settlement
Agreement relating to or arising out of the Lawsuit (as defined in the Settlement Agreement) and
all other claims or potential claims that each of Idenix, CNRS, Montpellier and/or Sommadossi knew
or could have known about upon reasonable investigation prior to the Effective Date of the
Settlement Agreement. All of the claims released above are referred to as the “Released Claims”.



     2. Covenant-not-to-sue



     Except as and only to the extent required by law or by order of a court or administrative
agency of competent jurisdiction, each of Idenix, CNRS, Montpellier and Sommadossi covenant not to,
directly or indirectly, file, commence, support, assist, aid, undertake or maintain any action
against Faraj on any claims or causes of action relating to or arising from the Released Claims,
except to enforce their rights under the Settlement Agreement.



     3. Ownership of Claims



 









 





     Each of Idenix, CNRS, Montpellier and Sommadossi represent and certify that as of the
Effective Date of the Settlement Agreement no claims they have, may have, or may have had which is
within the scope of this Release and Covenant have been sold, transferred, or assigned to any other
person or entity.



     4. Successors in Interest



     This covenant shall be binding upon any successors in interest to the entities executing this
Release and Covenant.



     IN WITNESS WHEREOF, Idenix, CNRS and Montpellier by their duly authorized representatives,
have duly executed this Release and Covenant.



	 	 	 	 	 
	 	IDENIX:



Idenix Pharmaceuticals, Inc.

 	 
	 	By:  	/s/
John F. Weidenbruch 	 
	 	 	Name:  	John F. Weidenbruch 	 
	 	 	Its: 	Executive Vice
President and General Counsel 	 



 









 






	 	 	 	 	 
	 	CNRS:



Centre National de la Recherche Scientifique et

Technological Public Establishment

 	 
	 	By:  	/s/
Arnold Migus 	 
	 	 	Name:  	Arnold Migus 	 
	 	 	Its: 	Le Directeur
général 	 



 









 






	 	 	 	 	 
	 	MONTPELLIER:



Université Montpellier II

 	 
	 	By:  	/s/
Daniela Herin 	 
	 	 	Name:  	Daniela Herin 	 
	 	 	Its: 	La Présidente 	 



 









 







	 	 	 	 	 
	 	SOMMADOSSI:

 	 
	 	By:  	/s/ Jean Pierre Sommadossi
 	 
	 	 	Jean Pierre Sommadossi, Ph. D.