**Exhibit 10.50****EXECUTIVE EMPLOYMENT AGREEMENT**     THIS AGREEMENT, dated as of **September 20, 2007**, is between Inhibitex, Inc., a Delawarecorporation (the “Company”), and **Geoff Henson**(the “Executive”).     WHEREAS, the Company desires to secure the Executive’s employment in an executive capacity andto compensate him for such employment; and     WHEREAS, the Executive is willing to be employed by the Company upon the terms and subject tothe conditions contained in this Agreement.     NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and forother good and valuable consideration, the adequacy and receipt of which are hereby acknowledged,the parties agree as follows:     Section 1. Position, Duties and Responsibilities.          (a) During the Term (as defined in Section 2), the Executive shall serve as the **Senior VicePresident, Drug Development**of the Company consistent with the by-laws of the Company, and shall beresponsible for the duties identified in the attached Appendix I, such other duties as areattendant to such offices and such other managerial duties and responsibilities with the Company,its affiliates, subsidiaries or divisions consistent with such position as may be assigned by theChief Executive Officer (“CEO”) or Board of Directors of the Company (the “Board”). The Executiveshall devote his full energies, interest, abilities and productive time to the business and affairsof the Company and to promoting its best interests. The Executive acknowledges and agrees thatalthough his duties shall be performed from the Company’s offices in the Atlanta, Georgiametropolitan area or at such other places as shall be necessary according to the needs, businessand opportunities of the Company, the performance by the Executive of his duties hereunder mayrequire substantial travel from time to time by the Executive. The Executive further agrees that,during the Term, the Company shall be the Executive’s sole employer.          (b) Executive understands that the provisions of any employee handbooks, personnel manuals andany and all other written statements of or regarding personnel policies, practices or proceduresthat are or may be issued by the Company (the “Company Policies”) do not and shall not constitute acontract of employment and do not and shall not create any vested rights; and that any suchprovisions may be changed, revised, modified, suspended, canceled, or eliminated by the Company atany time, in its sole discretion, with or without notice.          (c) Executive shall comply with all applicable Company Policies, which may be in effect fromtime to time during the Term. Copies of all such Company Policies may be examined in the HumanResource Department of the Company. If a provision in any policy conflicts with this Agreement, theterms of this Agreement shall prevail.          (d) For up to a one (1) year period following any termination of the Executive’s employment,upon the request of the Company, the Executive shall reasonably cooperate with the Company in allmatters relating to the winding up of pending work on behalf of the Company and the orderlytransfer of work to other
 

 
employees of the Company. The Executive shall also cooperate in the defense of any actionbrought by any third party against the Company that relates in any way to the Executive’s acts oromissions while employed by the Company. The Company shall reimburse the Executive for hisreasonable out-of-pocket costs incurred in connection with such cooperation.  Section 2. Term of Employment.     The initial term (the “Initial Term”) of this Agreement shall commence on **September 20, 2007**and continue through **September 19, 2008**(the “Initial Expiration Date”). On each anniversary ofthe Initial Expiration Date, this Agreement will continue to be renewed automatically for anadditional one (1) year period (the “Extended Term”) (without any action by either party) on thelast day of the Initial Term and on each anniversary thereof, unless the Executive’s employmentunder this Agreement is earlier terminated in accordance with Section 4. Executive may elect notto renew his or her employment under this Agreement for any reason upon sixty (60) days writtennotice. For purposes of this Agreement, “Term” means the Initial Term and, as extended, theExtended Term.  Section 3. Compensation; Benefits; Expenses.          (a) Base Salary. For all services rendered by the Executive hereunder during theTerm, the Company shall pay the Executive an annual salary equal to **Two Hundred Forty Thousand**dollars (**$240,000**), less standard deductions and withholdings, payable in equal installments at thetimes and pursuant to the procedures regularly established for the payment of salaries generally toemployees, and as they may be amended by the Company during the Term. The Executive’s salary willbe reviewed from time to time by the Chief Executive Officer and a committee of the Board, orotherwise in accordance with the Company’s established procedures for adjusting salaries, and besubject to increases (but not decrease, except pursuant to an across-the-board salary reduction asdescribed in Section 4(a)(iv)(B)) pursuant to such procedures.          (b) Incentive Compensation. The Executive shall be eligible to participate in suchbonus and incentive (including stock option and other equity-based) compensation plans of theCompany, if any, in which other executives of the Company are generally eligible to participate, asthe Board or a Committee thereof shall determine from time to time in its sole discretion, subjectto and in accordance with the terms and provisions of such plans. Subject to the terms andconditions of such bonus and incentive compensation plans, the Executive shall be eligible forannual cash incentive compensation of up to 30% of the then annual gross salary.          (c) Benefits. The Company shall provide the Executive with the right to participatein and to receive benefits from the group life, group disability and medical plans and all similarbenefits made generally available to similarly situated executives of the Company. The amount andextent of benefits to which the Executive is entitled shall be governed by the specific benefitplan or plans, as such may be amended from time to time.          (d) Stock Options. The Executive will be granted employee stock options to purchase140,000 shares of the Company’s common stock, par value $0.001 per share, on the terms set forth ina the related agreement(s) entered into by the
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Executive and the Company. The Executive may be entitled to future equity grants, from timeto time, as determined by the Compensation Committee of the Board.          (e) Reimbursement of Expenses. It is contemplated that in connection with theExecutive’s Employment hereunder, he or she may be required to incur business, entertainment andtravel expenses. The Company agrees to promptly (twice monthly) reimburse the Executive in full forall reasonable out-of-pocket business, entertainment and other related expenses (including allreasonable expenses of travel and living expenses while away from home on business or at therequest of, and in service of, the Company) incurred or expended by his incident to theperformance of his duties hereunder, provided that the Executive properly account for such expensesin accordance with the policies and procedures established by the Board and applicable to theexecutives of the Company.          (f) Vacation; Personal Days. During the Term, the Executive shall be entitled to five(5) weeks vacation with pay during each calendar year of his employment hereunder provided thatthe vacation days taken do not materially interfere with the operations of the Company. Suchvacation may be taken in the Executive’s discretion, at such time or times as are not inconsistentwith the reasonable business needs of the Company. The Executive shall also be entitled to allpaid holidays and personal days provided by the Company to its executives. Vacation, holiday andpersonal days shall additionally be subject to applicable Company Policies.     Section 4. Termination.          (a) The Executive’s employment under this Agreement may be terminated under the followingcircumstances:          (i) Death. The Executive’s employment shall immediately terminate upon hisdeath.          (ii) Disability. In the event the Executive shall be unable to renderservices or perform his duties hereunder by reason of “Disability,” as such term isdefined in the Company’s Long-Term Disability Plan, as the same shall be amended fromtime to time; the Company shall have the right to terminate this Agreement immediatelyupon notice to the Executive.          (iii) Termination of Employment by the Company for Cause. The Company mayterminate the employment of the Executive immediately for Cause (as hereinafter defined).The term “Cause,” as used herein, shall mean (1) the Executive’s willful misconduct,gross negligence, dishonesty or fraud in the performance of his duties hereunder, (2) thematerial breach of this Agreement by the Executive after notice of such breach and areasonable opportunity to cure, (3) the Executive’s willful refusal or failure to performhis duties hereunder or under any lawful directive of the Board or his superior officer,as the case may be, which is consistent with his title and position after notice of suchfailure and a reasonable opportunity to cure, or (4) the conviction, plea of guilty ornolocontendere of the Executive in respect of any felony or other crimeinvolving moral turpitude, dishonesty, theft or unethical business conduct.
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          (iv) Termination of Employment by Executive for Good Reason. The Executive may resign and terminate his employment hereunder forGood Reason (as defined below) by providing a written notice thereof within sixty (60)days from the occurrence of the event that the Executive is deeming Good Reason. Forpurposes of this Agreement, “Good Reason” shall mean there has occurred, without theexpress written consent of the Executive:(A) the assignment to the Executive of any duties materially inconsistentwith his status as a senior executive of the Company or a substantialdiminution in the nature or status of his responsibilities;(B) a reduction by the Company in the Executive’s Base Salary as in effecton the date hereof or as the same may be increased from time to timeexcept for across-the-board salary reductions similarly affecting allexecutives of the Company;(C) (1) the relocation of the Company’s principal executive offices to alocation outside the Atlanta, Georgia metropolitan area or (2) theCompany’s requiring the Executive to perform his duties anywhere otherthan the Company’s principal executive offices; provided that requiredtravel on the Company’s business to an extent substantially consistentwith the Executive’s responsibilities shall not constitute “Good Reason”;(D) the failure by the Company to continue in effect any materialcompensation plan in which the Executive was participating or the failureby the Company to continue the Executive’s participation therein, unlessan equitable arrangement (embodied in an ongoing substitute or alternativeplan) has been made with respect to such plan or participation unless suchchange or discontinuation similarly affects all executives of the Company;(E) the failure by the Company to continue to provide the Executive withbenefits substantially similar to those enjoyed by the Executive under theCompany’s employee stock ownership, life insurance, medical,health-and-accident, or disability plans in which the Executive wasparticipating, the taking of any action by the Company which woulddirectly or indirectly materially reduce any of such benefits or deprivethe Executive of any other material fringe benefits enjoyed by theExecutive, or the failure by the Company to provide the Executive with thenumber of paid vacation days to which the Executive is entitled on thebasis of years of service with the Company in accordance with theCompany’s normal vacation policy, except for across-the-board changes insuch benefits similarly affecting all executives and/or employees of theCompany; or(F) the failure of the Company to obtain a satisfactory agreement from anysuccessor to assume and agree to perform this Agreement, as contemplatedin Section 16 hereof.
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          (v) Terminations other than for Cause, Good Reason, Disability or uponDeath. In addition to the foregoing, either party may terminate this Agreement atany time, by providing thirty (30) days prior written notice of his or its desire toterminate.          (b) Notice of Termination. Any termination of the Executive’s employment by theCompany or by the Executive (other than a termination pursuant to Section 4(a)(i) above) shall becommunicated by written notice of termination to the other party.          (c) Date of Termination. “Date of Termination” shall mean (i) if the Executive’semployment is terminated by his death, the date of his death or (ii) in all other circumstances,the date specified in the notice of termination.     Section 5. Compensation Upon Termination.          (a) Compensation Upon Termination Upon Death. In the event of the death of theExecutive during the Term, the Executive’s designated beneficiary, or, in the absence of suchdesignation, the estate or other legal representative of the Executive (collectively, the “Estate”)shall be paid, within thirty (30) days of the Executive’s death, an amount equal to the sum of theExecutive’s unpaid salary and any bonuses or other compensation declared by the Board of Directorsor a committee but unpaid through the Date of Termination. The Estate shall be entitled to otherdeath benefits in accordance with the terms of the Company’s benefit programs and plans.          (b) Compensation Upon Termination for Disability. If the Executive’s employmenthereunder is terminated for Disability, the Executive shall be entitled to receive (if entitledthereto) disability compensation and benefits in accordance with the Company’s benefit programs andplans. In addition, Executive shall be entitled to received unpaid salary and any bonuses or othercompensation declared by the Board of Directors or a committee but unpaid through the Date ofTermination, as soon as practicable following termination of employment, but in no event more thantwo and one half months after the year in which his termination occurs.          (c) Compensation Upon Termination for Cause. If the Executive’s employment isterminated by the Company for Cause, the Company shall pay the Executive his salary through theDate of Termination as soon as practicable following termination of employment, but in no eventmore than two and one half months after the year in which his termination occurs, and the Companyshall have no further obligations to the Executive under this Agreement.          (d) Compensation Upon Termination Upon a Change in Control (other than for Cause,Disability or upon Death).          (i) If the Executive’s employment is terminated by the Executive for Good Reason orby the Company within one (1) year after the consummation of a Change in Control (ashereafter defined) or in contemplation of a Change of Control that is reasonably likelyto occur for any reason other than pursuant to Section 4(a)(i), 4(a)(ii) or 4(a)(iii)hereof, the Company shall pay to the Executive (or in the event of the Executive’s death,the Executive’s estate) a lump-sum cash amount equal to the sum of (x) the Executive’sunpaid
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salary through the Date of Termination; plus (y) any bonus compensationgranted by the Board of Directors or its committee and unpaid through the Date ofTermination; provided, however, that any bonus compensation conditionedupon the satisfaction of performance goals shall not be paid unless such performancegoals have been satisfied; plus (z) the product of (A) a fraction the numeratorof which is the number of months in the Change in Control Severance Period (as hereafterdefined) and the denominator of which is 12 and (B) the sum of (1) Executive’s annualbase salary as then in effect and (2) the bonus or incentive compensation paid to theExecutive in respect of the most recent fiscal year prior to the year in which the Changein Control occurs. In addition, Executive shall receive a lump sum payment equal to thepresent value of the premium payments that would be made by the Company if Executive wereto continue to be covered under the Company’s group health, life and disability insurancefor the Change in Control Severance Period, which amount shall be determined by theCompany in its sole discretion. The “Change in Control Severance Period” shall beeighteen (18) months, commencing on the Date of Termination. In no event shall anyamount payable under this Section 5(d)(i) be paid later than two and one half monthsafter the year in which Executive’s termination occurs; provided however, that in theevent that any payment made pursuant to this Section 5(d)(i) is deemed to constitute a“deferral of compensation” under Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”), notwithstanding any other provisions herein, Executive shall notreceive payment of any of the lump sum amounts described in this Section 5(d)(i) untilthe earlier of (A) six months following Executive’s “separation from service” with theCompany (as such phrase is defined in Section 409A of the Code) or (B) Executive’s death.          (ii) Notwithstanding any other provision herein to the contrary, in the event thatthe Executive becomes entitled to any payments under Section 5(d)(i) (“TerminationPayments”) and any portion of such Termination Payments, when combined with any otherpayments or benefits provided to the Executive (including, without limiting thegenerality of the foregoing, by reason of any stock options), in the absence of thisSection 5(d)(ii), would be subject to the tax (the “Excise Tax”) imposed by Section 4999of the Code, then (subject to Section 5(d)(iii) hereof) the amount payable to theExecutive under Section 5(d)(i) shall be reduced such that none of the amounts payable tothe Executive under Section 5(d)(i) and any other payments or benefits received or to bereceived by the Executive in connection with a Change in Control or the termination ofthe Executive’s employment (whether pursuant to the terms of this Agreement or any otherplan, arrangement or agreement with the Company, any person whose actions result in aChange in Control or any person having such a relationship with the Company or suchperson as to require attribution of stock ownership between the parties under Section318(a) of the Code) shall be treated as “parachute payments” within the meaning ofSection 280G(b)(2) of the Code. For purposes of applying the foregoing sentence, if inthe opinion of tax counsel selected by the Company’s independent auditors prior to theChange in Control and reasonably acceptable to the Executive, such payments or benefits(in whole or in part) represent reasonable compensation for services actually renderedwithin the meaning of Section 280G(b)(4) of the Code, then such amounts shall be excludedfrom any such calculation. Furthermore, in
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determining the maximum amount of the payments to the Executive which would notconstitute a parachute payment within the meaning of Sections 280G(b)(1) and (4), thevalue of any non-cash benefits or any deferred payment or benefit shall be determined bythe Company’s independent auditors in accordance with the principles of Sections280G(d)(3) and (4) of the Code or any applicable proposed or final Treasury Regulationspromulgated under the Code.          (iii) If the net after-tax amount of the Termination Payments which would be payableto the Executive in the absence of the reduction described in Section 5(d)(ii) aboveexceeds the net after-tax amount of the Termination Payments which would be payable tothe Executive if the reduction described in Section 5(d)(ii) above were applicable, thenthe reduction to the Executive’s Termination Payments described in Section 5(d)(ii) aboveshall not be applicable. For purposes of computing such net after-tax amounts, theTermination Payments shall be treated as subject to Federal income tax and any state andlocal income taxes (based upon the residence of the Executive at the time the firstamount of Termination Payments is to be paid hereunder) at the highest marginal rate ofincome tax imposed upon individuals (but without assuming any reduction in Federal incometaxes that could be obtained from the deduction of any such state or local taxes if paidin such year), shall be subject only to the Medicare portion of the F.I.C.A tax and, incalculating the net after-tax amount of the Termination Payments which would otherwise bepayable to the Executive if the reduction described in Section 5(d)(ii) above were notapplicable, any applicable Excise Tax, and all such taxes shall be computed based uponthe tax rates in effect for the calendar year in which the first amount of TerminationPayments are to be paid hereunder. The determination of the net after-tax amounts willbe made by the Company’s independent auditors prior to the Change in Control, whosedetermination will be binding on both the Executive and the Company.For purposes of this Agreement, a “Change in Control” of the Company shall mean (A) theconsummation of a merger or consolidation of the Company in which the stockholders of the Companyimmediately prior to such merger or consolidation would not, immediately after the merger orconsolidation, beneficially own (as such term is defined in Rule 13d-3 under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, shares representingin the aggregate 45% or more of the combined voting power of the securities of the corporationissuing cash or securities in the merger or consolidation (or of its ultimate parent corporation,if any); (B) the stockholders of the Company approve a plan of complete liquidation or dissolutionof the Company, or there is consummated an agreement for the sale or disposition by the Company ofall or substantially all of the Company’s assets, other than a sale or disposition by the Companyof all or substantially all of the Company’s assets to an entity, at least 45% of the combinedvoting power of the voting securities of which are owned by persons in substantially the sameproportion as their ownership of the Company immediately prior to such sale; (C) during any periodof two (2) consecutive years, individuals who at the beginning of such period constitute the Board,including for this purpose any new director whose election or nomination for election by theCompany’s stockholders was approved by a vote of at least two-thirds of the directors then still inoffice who were directors at the beginning of the period or whose election or
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nomination for election was previously so approved but excluding for this purposes any such newdirector whose initial assumption of office occurs as a result of either an actual or threatenedelection contest (as such terms are used in Rule 14a-11 of Regulation 14A under the Exchange Act)or other actual or threatened solicitation of proxies or consents by or on behalf of an individual,corporation, partnership, group, association or other entity or Person (as such term is used inSections 13(d) and 14(d) of the Exchange Act) other than the Board, cease for any reason toconstitute a majority thereof; or (D) such other similar transaction not specifically identifiedabove, which in the sole discretion of the Board of Directors (or committee thereof) effectivelyconstitutes a change in control of the Company.          (e) Compensation Upon All Other Terminations. If the Company terminates thisAgreement for any reason other than pursuant to Section 4(a)(i), 4(a)(ii), 4(a)(iii) or Section5(d) or if Executive terminates his employment for Good Reason, then the Company shall payExecutive a lump sum equal to the sum of (w) Executive’s unpaid salary through the Date ofTermination; plus (x) any bonus compensation granted by the Board of Directors or itscommittee through the Date of Termination; provided, however, that any bonuscompensation conditioned upon the satisfaction of performance goals shall not be paid unless suchperformance goals are actually satisfied; plus (y) the Executive’s salary for the SeverancePeriod if such salary would have continued to be paid during the Severance Period, as determined bythe Company in its sole discretion; plus (z) the product of (1) a fraction the numerator ofwhich is the number of months in the Severance Period and the denominator of which is 12 and (2)the bonus or incentive compensation paid to the Executive in respect of the most recent fiscal yearprior to the year in which the Date of Termination occurs. In addition, Executive shall receive alump sum payment equal to the present value of the premium payments that would be made by theCompany if Executive were to continue to be covered under the Company’s group health, life anddisability insurance for the Severance Period, which amount shall be determined by the Company inits sole discretion. If Executive voluntarily terminates this Agreement other than for GoodReason, then the Company shall pay Executive his salary and any earned but unpaid bonuses throughthe Date of Termination in a lump sum, and the Company shall have no further obligations to theExecutive under this Agreement. The “Severance Period” shall be twelve (12) months, commencing onthe Date of Termination. All amounts payable under this Section 5(e) by reason of Executive’stermination for Good Reason shall be paid in cash in a lump-sum on the date that is six months plusone day after the Date of Termination, or upon Executive’s death, if earlier. All amounts payableunder this Section 5(e) for any other reason shall be paid no later than two and one half monthsafter the year in which Executive’s termination occurs; provided however, that in the event thatany payment made pursuant to this Section 5(e) is deemed to constitute a “deferral of compensation”under Section 409A of the Code, notwithstanding any other provisions herein, Executive shall notreceive payment of any of the lump sum amounts described in this Section 5(e) until the earlier of(A) six months following Executive’s “separation from service” with the Company (as such phrase isdefined in Section 409A of the Code) or (B) Executive’s death.          (f) Notwithstanding anything else contained herein, the obligation of the Company to make anyseverance payments to the Executive hereunder shall be conditioned upon the execution and deliveryby the Executive of a release from liability in favor of the Company substantially in the formattached hereto as Appendix II.
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     Section 6. Confidentiality.          (a) Each Item, Trade Secret and piece of Confidential Information (in each case, as definedbelow) that has come or comes into Executive’s possession by reason of his employment are theproperty of the Company and shall not be used by Executive in any way except in the course of hisemployment by, and for the benefit of the Company. Executive will not remove any Items frompremises owned or leased by the Company except as his duties shall require, and upon termination ofhis employment, all Items (including any copies or excerpts thereof) will be turned over toExecutive’s supervisor at the Company.          (b) Executive will preserve as confidential all Confidential Information that has been or maybe obtained by him. Executive will not, without written authority from the Company, use for hisown benefit or purposes, or disclose to others, either during his employment or for two (2) yearsthereafter, any Confidential Information or any copy or notes made from any Item embodyingConfidential Information except as required by his employment with the Company or to the extentdisclosure is or may be required by a statute, by a court of law, by any governmental agency havingsupervisory authority over the business of the Company or by any administrative or legislative body(including a committee thereof) with jurisdiction to order him to divulge, disclose or makeaccessible such information, provided, however, that the Executive shall give the Company notice ofany such request or demand for such information upon his receipt of same and the Executive shallreasonably cooperate with the Company in any application the Company may make seeking a protectiveorder barring disclosure by the Executive. Executive understands that his obligations with respectto Confidential Information shall continue for two years after termination of his employment withthe Company. These restrictions concerning use and disclosure of Confidential Information shallnot apply to information which is or becomes publicly known by lawful means, or comes intoExecutive’s possession from sources not under an obligation of confidentiality to the Company.          (c) Executive agrees to hold in confidence all Trade Secrets of the Company that came into hisknowledge during or in connection with his employment by the Company and shall not disclose,publish or make use of at any time after the date hereof such Trade Secrets without the priorwritten consent of the Company for as long as the information remains a Trade Secret.          (d) Executive understands that any entrusting of Confidential Information or Trade Secrets tohim by the Company is done in reliance on a confidential relationship arising out of his employmentwith the Company. Executive further understands that Confidential Information or Trade Secretsthat he may acquire or to which he may have access, especially with regard to research anddevelopment projects and scientific findings, data formulae, designs, formulation, processesintellectual property rights, know-how, the identity of suppliers, customers and patients, methodsof manufacture, and cost and pricing data is of great value to the Company.          (e) Executive agrees that following termination of his employment with the Company Executivewill, if possible, make every effort to contact the Company’s General Counsel as if Executive isserved with a subpoena or other legal process asking for a deposition, testimony or otherstatement, or other potential evidence
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to be used in connection with any lawsuit to which the Company is a party or involvingExecutive’s employment with the Company or any Confidential Information or Trade Secret of theCompany.          (f) For purposes of this Agreement: (i) “Confidential Information” means information relatingto the present or planned business of the Company which has not been released publicly byauthorized representatives of the Company. Executive understands that Confidential Information mayinclude, for example, discoveries, scientific data, inventions, know-how and products, customer,patient, supplier and competitor information, sales, pricing, cost, and financial data, research,development, marketing and sales programs and strategies, manufacturing, marketing and servicetechniques, processes and practices, and regulatory strategies. Executive understands further thatConfidential Information also includes all information received by the Company under an obligationof confidentially to a third party; (ii) “Items” include documents, reports, drawings, photographs,designs, specifications, formulae, plans, samples, research or development information, prototypes,tools, equipment, proposals, marketing or sales plans, customer information, customer lists,patient lists, patient information, regulatory files, financial data, costs, pricing information,supplier information, written, printed or graphic matter, or other information and materials thatconcern the Company’s business that come into Executive’s possession or about which Executive hasknowledge by reason of his employment; and (iii) “Trade Secrets” include all information, includinga formula pattern, process, compilation, program, device, method, or technique that (A) derivesindependent economic value, actual or potential, from not being generally known to, and not beingreadily ascertainable by proper means by other persons who can obtain economic value from itsdisclosure or use, (B) is the subject of efforts that are reasonable under the circumstances tomaintain its secrecy; and (C) otherwise satisfies the requirements of the Georgia Trade SecretsAct.     Section 7. Proprietary Information.          (a) All Inventions (as defined below) related to the present or planned business of theCompany, which have been or are conceived or reduced to practice by Executive, either alone or withothers, during the period of his employment or during a period of one (1) year after termination ofsuch employment, whether or not done during his regular working hours, are the sole property of theCompany. The provisions of this paragraph shall not apply to an invention for which no equipment,supplies, facilities or confidential or trade secret information of the Company was used and whichwas developed entirely on Executive’s own time, unless (a) the invention relates to (i) thebusiness of the Company, or (ii) the Executive’s actual or demonstrably anticipated research ordevelopment for the Company, or (b) the invention results from any work performed by Executive forthe Company.          (b) Executive will disclose promptly and in writing to the Company, through his supervisor,all Inventions which are covered by this agreement, and Executive agrees to assign to the Companyor its nominee all his right, title, and interest in and to such Inventions. Executive agrees notto disclose any of these Inventions to others, without the express consent of the Company.Executive will, at any time during or after his employment, on request of the Company, executespecific assignments in favor of the Company or its nominee of his interest in and to any of theInventions covered by this agreement, as well as execute all papers, render all assistance, and
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perform all lawful acts which the Company considers necessary or advisable for thepreparation, filing, prosecution, issuance, procurement, maintenance or enforcement of patentapplications and patents of the United States and foreign countries for these Inventions, and forthe transfer of any interest Executive may have. Executive will execute any and all papers anddocuments required to vest title in the Company or its nominee in the above Inventions, patentapplications, patents, and interests. Executive understands that if he is not employed by theCompany at the time he is requested to execute any document under this Section 7(b), Executiveshall receive fifty dollars ($50.00) for the execution of each document, and one hundred fiftydollars ($150.00) per day of each day or portion thereof spent at the request of the Company in theperformance of acts pursuant to this Section 7(b), plus reimbursement for any out-of-pocketexpenses incurred by Executive at the Company’s request in such performance. Executive furtherunderstands that the absence of a request by the Company for information, or for the making of anoath, or for the execution of any document, shall in no way be construed to constitute a waiver ofthe Company’s rights under this agreement. Should the Company be unable to secure the Executive’ssignature on any document necessary to apply for, prosecute, obtain, or enforce any patent,copyright, or other right or protection relating to any Invention, whether due to the Executive’smental or physical incapacity or any other cause, the Executive hereby irrevocably designates andappoints the Company and each of its duly authorized officers and agents as the Executive’s agentand attorney in fact, to act for and in the Executive’s behalf and stead and to execute and fileany such document, and to do all other lawfully permitted acts to further the prosecution,issuance, and enforcement of patents, copyrights, or other rights or protections with the sameforce and effect as if executed and delivered by the Executive.          (c) Executive has disclosed to the Company all continuing obligations which he has withrespect to the assignment of Inventions to any previous employers, and Executive claims no previousunpatented Inventions as his own, except for those which have been reduced to practice and whichare shown on a schedule, if any, attached to this agreement. Executive understands that theCompany does not seek any confidential or trade secret information which Executive may haveacquired from a previous employer, and Executive will not disclose to or utilize any suchinformation on behalf of the Company.          (d) All writings and other works which may be copyrighted (including computer programs) whichare related to the present or planned business of the Company and are prepared by Executive duringhis employment by the Company shall be, to the extent permitted by law, works made for hire, andthe authorship and copyright of the work shall be in the Company’s name. To the extent that suchwritings and works are not works for hire, Executive agrees to the wavier of “moral rights” in suchwritings and works, and to assign to the Company all Executive’s right, title and interest in andto such writings and works, including copyright.          (e) Executive will permit the Company and its agents to use and distribute any pictorialimages which are taken of him during his employment by the Company as often as desired for anylawful purpose. Executive waives all rights of prior inspection or approval and release theCompany and its agents from any and all claims or demands which Executive may have on account ofthe lawful use of publication of such pictorial images.
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          (f) For purposes of this Agreement, “Invention” shall mean all ideas, potential marketing andsales relationships, inventions, experiments, copyrightable expression, research, plans forproducts or services, marketing plans, reports, strategies, processes, computer software(including, without limitation, source code), computer programs, original works of authorship,characters, know-how, trade secrets, information, data, developments, discoveries, improvements,modifications, technology, algorithms, database schema, designs, and drawings, whether or notsubject to patent or copyright protection, made, conceived, expressed, developed, or actually orconstructively reduced to practice by the Executive solely or jointly with others prior to orduring the Term, which refer to, are suggested by, or result from any work which (i) the Executivehas performed prior to the Term of this Agreement, (ii) the Executive may perform during hisemployment, or (iii) from any information obtained from the Company or any affiliate of theCompany, and shall not be limited to the meaning of “Invention” under the United States patentlaws.Section 8. Agreement Not to Compete.          (a) While employed by the Company and for a period equal to the greater of (x) one (1) yearand (y) the severance period (or the deemed severance period set forth in clause z(A) of the firstsentence of Section 5(d)(i) in the event of a termination of employment upon a Change of Control)thereafter, the Executive shall not, directly or indirectly, anywhere in the United States:          (i) render services which are substantially similar to the services performed byExecutive for the Company during the last year of the Term of this Agreement to anyperson, corporation, partnership or other entity which competes with the Company (or anysubsidiary) in the business of developing antibody-based immunotherapeutics to prevent ortreat infections caused by staphylococcal organisms; developing small molecules for thetreatment of herpes zoster or cytomegalovirus disease; or developing HIV integraseinhibitors. The Company recognizes that there are some companies who provide manyproducts and services, some of which may be competitive and some which may not be.Accordingly, this covenant only prohibits Executive from performing the same orsubstantially the same services for that section, division, group, subsidiary, affiliateor operating unit of a competitor that actually develops those compounds named in Section8(a) (i) (A), (B) or (C).          (ii) solicit for employment any employee of the Company who was employed by theCompany (or any subsidiary) during the Executive’s employment with the Company and withwhom the Executive had contact during the last year of his employment with the Company.          (b) If any of the restrictions contained in this Section 8 shall be deemed by any court ofcompetent jurisdiction to be unenforceable by reason of the extent, duration or geographical scopethereof, or otherwise, then the parties agree that such court shall modify such restriction, onlyto the extent necessary to render it enforceable and, in its reduced form, such restriction shallthen be enforced, and in its reduced form this Section 8 shall be enforceable in the mannercontemplated hereby.          (c) The Executive and the Company agree to revise the specific
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description of the Company’s line of business set forth in Section 8(a) as appropriate toreflect any material change in the Company’s business due to an in-licensing, merger, acquisitionor similar strategic transaction.Section 9. Company Resources.     Executive may not use any of the Company’s (or any affiliate’s) equipment for personalpurposes without written permission from the Company. The Executive may not give access to theCompany’s (or any affiliate’s) offices or files to any person not in the employ of the Companywithout written permission of the Company.Section 10. Injunctive Relief.     Executive understands and agrees that the Company will suffer irreparable harm in the eventthat the Executive breaches any of the Executive’s obligations under Sections 6, 7, 8 or 9 hereofand that monetary damages will be inadequate to compensate the Company for such breach.Accordingly, the Executive agrees that, in the event of a breach or threatened breach by theExecutive of any of the provisions of Sections 6, 7, 8 or 9 hereof, the Company shall be entitledto seek appropriate injunctive relief, in addition to any other in addition to any other rights,remedies or damages available to the Company at law or in equity.Section 11. Severability.     In the event any of the provisions of this Agreement shall be held by a court or othertribunal of competent jurisdiction to be unenforceable, the other provisions of this Agreementshall remain in full force and effect.Section 12. Survival.     Sections 1(d) and 4 through 16 shall survive the termination of this Agreement for any reason.Section 13. Representations, Warranties, and Covenants.     Executive represents, warrants, and covenants that the Executive’s performance of all theterms of this Agreement and any services to be rendered as an employee of the Company do not andwill not breach any fiduciary or other duty or any covenant, agreement or understanding (including,without limitation, any agreement relating to any proprietary information, knowledge or dataacquired by the Executive in confidence, trust or otherwise prior to the Executive’s employment bythe Company) to which the Executive is a party or by the terms of which the Executive may be bound.The Executive further covenants and agrees not to enter into any agreement or understanding,either written or oral, in conflict with the provisions of this Agreement.Section 14. Accounting for Profits; Indemnification.     Executive covenants and agrees that, if the Executive shall violate any of the Executive’scovenants or agreements contained in Sections 6, 7, 8 or 9 hereof, the Company shall be entitled toan accounting and repayment of all profits, compensation, royalties, commissions, remunerations orbenefits which the Executive directly or
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indirectly shall have realized or may realize relating to, growing out of or in connectionwith any such violation; such remedy shall be in addition to and not in limitation of anyinjunctive relief or other rights or remedies to which the Company is or may be entitled at law orin equity or otherwise under this Agreement. The Executive hereby agrees to defend, indemnify andhold harmless the Company against and in respect of: (a) any and all losses and damages resultingfrom, relating or incident to, or arising out of any misrepresentation or breach by the Executiveof any of the Executive’s representations, warranties, covenants or agreements made or contained inthis Agreement; and (b) any and all actions, suits, proceedings, claims, demands, judgments, costsand expenses (including reasonable attorneys’ fees) incident to the foregoing.Section 15. General.     This Agreement may be modified only in writing signed by the parties hereto. Failure toenforce any provision of the Agreement shall not constitute a waiver of any term herein. TheExecutive agrees that he will not assign, transfer, or otherwise dispose of, whether voluntarily orinvoluntarily, or by operation of law, any rights or obligations under this Agreement. Anypurported assignment, transfer, or disposition shall be null and void. Nothing in this Agreementshall prevent the consolidation of the Company with, or its merger into, any other corporation, orthe sale by the Company of all or substantially all of its properties or assets, or the assignmentby the Company of this Agreement and the performance of its obligations hereunder. Subject to theforegoing, this Agreement shall be binding upon and shall inure to the benefit of the parties andtheir respective heirs, legal representatives, successors, and permitted assigns, and shall notbenefit any person or entity other than those enumerated above. The use of any gender herein shallbe applicable to all genders.Section 16. Executive Acknowledgment.     Executive acknowledges (a) that he has consulted with or has had the opportunity to consultwith independent counsel of her own choice concerning this Agreement and has been advised to do soby the Company, and (b) that he has read and understands the Agreement, is fully aware of its legaleffect, and has entered into it freely based on his own judgment.[Signatures appear on the following page.]
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AGREED TO BY:       INHIBITEX, INC.            Geoff Henson Russell H. Plumb    President & CEO  
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**Appendix I****Job Description**