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January 4, 2006




James Egan, Esq.

6408 Garnett Drive

Chevy Chase, Maryland 20815





			
	     Re:	 	Modification of Employment Agreement (the “Employment Agreement”) dated May 8, 2003 by and between James Egan and Idenix Pharmaceuticals, Inc. (the “Company”)





Dear Jamie:



This letter confirms our mutual agreement to modify your Employment Agreement with respect to the
benefits payable to you in connection with the termination of your employment with Idenix (the
“Modification”). This Modification and the termination of your employment with Idenix will have
effect as of the date hereof (the “Termination Date”).



We acknowledge that the benefits payable to you pursuant to Section 5.A. of the Employment
Agreement are due to you. However, you have requested an amendment to the Employment Agreement to
comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and we have
agreed such that the payment of the lump sum amount equal to your base salary ($265,000) plus
target 2005 bonus ($92,750) will be payable to you on August 1, 2006. Except as so modified, the
terms and conditions of all the other benefits payable to you pursuant to Section 5.A. of the
Employment Agreement, including the requirement under Section 8 thereof that you execute the
release attached thereto, remain unchanged and in full force and effect.



Additionally, pursuant to this letter, you acknowledge that: (i) all transactions in which you
have engaged with respect to the ownership of Idenix common stock are reported on Forms 3 and 4
which have been subsequently filed with the Securities and Exchange Commission; (ii) you will be
considered an “affiliate” of the Company under Rule 144 of the Securities Act of 1933 as amended
until the date which is three months after your Termination Date; and (iii) as of the Termination
Date, you will no longer be subject to the Company’s Insider Trading Policy.



The Company understands that you have requested this Modification for tax reasons. Please note
that it is solely your responsibility and not that of the Company to determine the tax consequences
of any payments or options made or granted to you pursuant to the Employment Agreement, this
Modification, and/or any agreements granting you options to purchase Idenix stock, and that for
advice as to your specific circumstances, the tax consequences of any of these agreements and the
application of Section 409A of the Code to any such payments or options, you should rely on your
tax advisors. You shall be responsible for all applicable taxes with respect to such payments and
options under applicable law. You acknowledge that you are not relying upon the advice or
representation of Idenix with respect to the tax treatment of any of the payments or options made
or granted to



 









 





James Egan, Esq.

January 4, 2006

Page 2 of 2






you pursuant to the Employment Agreement, this Modification, and/or any agreements granting you
options to purchase Idenix stock.



On or before the Termination Date, you are requested to return to Idenix all computer and remote
access equipment that has been provided to you by the Company. The Company agrees to assign to you
the cellular telephone number that you currently possess.



There are two copies of this letter enclosed. If the terms set forth herein accurately reflect our
mutual understanding and agreement, please sign each copy and return one copy to me for our
corporate files.



Best regards.



Very truly yours,






/s/ Paul Fanning



Paul Fanning
Vice President, Human Resources




Acknowledged and accepted this

4th day of January 2006







/s/James Egan

 

James Egan








cc: Jean-Pierre Sommadossi




















 60 Hampshire Street · Cambridge, MA 02139 USA · Phone 617.995.9800 · Fax 617.995.9801 · www.idenix.com