**SECOND AMENDMENT TO LOAN AGREEMENT**This **SECOND AMENDMENT TO LOAN AGREEMENT**(the “Second Amendment”), dated August 3, 2009, by andbetween the Development Authority of Fulton County (the “Lender”), a public corporation created andexisting under the laws of the State of Georgia, and Inhibitex, Inc., a Georgia corporation (the“Borrower”).**W I T N E S S E T H:****WHEREAS,**the Georgia Department of Community Affairs (the “Department”) made a RegionalEconomic Business Assistance grant to the Lender for $2,500,000 (the “Inhibitex REBA Grant”), datedMarch 30, 2004, for the benefit of the Borrower with a grant award number of 04pd-060-3-4206 (the“Inhibitex REBA Award”); and**WHEREAS**, under the terms of the Inhibitex REBA Award, the Lender agreed to lend to theBorrower $2,500,000 (the “Loan”) to finance part of the costs of acquiring, constructing andinstalling laboratory space to be located within the research and headquarters facility on WestsideParkway in Alpharetta, Georgia (the “Project”), which facility was to be leased to the Borrower byCousins Properties, Inc.; and**WHEREAS,**the Lender and the Borrower entered into a Loan Agreement (the “Original LoanAgreement”), dated December 28, 2004, setting forth the terms and conditions of the Loan; and**WHEREAS,**the Inhibitex REBA Grant is reimbursable by the Lender to the Department pursuant tothe conditions of the Inhibitex REBA Award; and**WHEREAS,**to secure its obligation to repay the Inhibitex REBA Grant, the Lender collaterallyassigned all of its right, title, and interest in the Original Loan Agreement, a Leasehold Deed toSecure Debt, dated December 28, 2004, from the Borrower to the Lender, and a Security Agreement,dated as of December 28, 2004, between the Borrower and the Lender (which instruments along withthe Note, as defined below, are collectively referred to as the “Loan Documents”), to theDepartment, pursuant to the terms of an Assignment (the “Original Assignment”), dated December 28,2004; and**WHEREAS,**under the Original Loan Agreement, Borrower was required to repay the Loan over tenyears in quarterly installments, but with an acceleration clause that shortened the repayment termto three years if a Public Offering (as defined in the Original Loan Agreement) occurred before theseventh anniversary of the first quarterly installment due under the Original Loan Agreement; and**WHEREAS,**a Public Offering occurred before the seventh anniversary of the first quarterlyinstallment due under the Original Loan Agreement, and, pursuant to a notice from the Department,the term of the Loan was reduced to three years, making the quarterly repayments equal to$208,333.33; and
 
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**WHEREAS,**the Borrower requested and the Georgia Department of Economic Development (“GDED”),the Department and the Lender approved, a modification to the Original Loan Agreement so the thenremaining balance of $1,250,000 would be amortized over four years instead of 18 months. Thisrequest was implemented and reflected in a First Amendment to the Loan Agreement (the Original LoanAgreement, as amended by the First Amendment, shall be referred to as the “Amended Loan Agreement”)and a First Amendment to the Assignment, both dated March 15, 2007; and**WHEREAS,**in a letter dated January 30, 2009, the Borrower has requested that the Loan terms beagain modified to allow two payments of $78,125 to be made on January 1, 2009, and January 1, 2010,with the remaining balance amortized over two years with quarterly payments of $60,764, asreflected in the attached amortization schedule. This request is based upon the Borrower’s need topreserve cash for the next two years so that its ongoing research and clinical trials may goforward despite a tightening of available commercial credit; and**WHEREAS,**the GDED has endorsed this modification of the Loan; and**WHEREAS**, the Lender and the Borrower wish to amend the Amended Loan Agreement to reflect therecited changes;**NOW, THEREFORE**, for and in consideration of the foregoing premises, the agreements containedherein, the sum of Ten Dollars ($10.00) paid by each party to the other, and other good andvaluable consideration, all of which the parties hereto acknowledge receiving as legally sufficientconsideration at or prior to the execution of this Second Amendment, the parties hereto agree asfollows:**Section 1**. The second sentence of Paragraph 5(a) of the Amended Loan Agreement is herebydeleted in its entirety and replaced with the following:The Borrower shall make one payment of $78,125 on January 1, 2009, and onepayment of $78,125 on January 1, 2010, and, beginning January 1, 2011, and continuingon the first day of each successive quarter make 8 equal installments of $60,764, witha final payment of all unpaid principal and all other amounts due under the LoanDocuments being due and payable on January 1, 2013. The Borrower shall execute anddeliver to the Department (as assignee) a promissory note, evidencing the remainingbalance of the Loan (the “Note”), which will contain the above repayment terms, amongother things and the terms of which must be satisfactory to the Department.**Section 2**. Except as expressly supplemented and amended by this Second Amendment, the AmendedLoan Agreement is and shall remain unchanged and in full force and effect in accordance with itsterms. Nothing in this Second Amendment is intended, or shall be construed, to constitute anovation or an accord and satisfaction of the Amended Loan Agreement or the other Loan Documents,the Loan, the Inhibitex REBA Award, or the Inhibitex REBA Grant or any indebtedness evidenced byany of them or to modify, affect, or impair the perfection or continuity of the Lender’s interestsin any real or personal property that is collateral for the Loan.**Section 3**. This Second Amendment may be executed in several counterparts, each of which shallbe an original and all of which shall constitute but one and the same instrument.
 
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**SIGNATURES AND SEALS****IN WITNESS WHEREOF**, the Lender has executed this Second Amendment by causing its name to behereunto subscribed by its Chairman and by causing the corporate seal of the Lender to be impressedhereon and attested by its Secretary; and the Borrower has executed this Second Amendment bycausing its name to be hereunto subscribed by its President and CEO, all being done as of the dayand year first above written.