**Exhibit 10.1**

**FERMAVIR PHARMACEUTICALS, INC.**

**AMENDMENTAGREEMENT**

This AmendmentAgreement dated as of March 19, 2007 (the “Amendment”) by and between                           (the “Investor”) and FermaVir Pharmaceuticals, Inc., a Floridacorporation (the “Company”), amends certain provisions of Warrant No.             expiring December 21, 2016, issued by the Company to the Investor (the “PriorWarrant”).  Capitalized terms that areused and not defined in this Amendment that are defined in the Prior Warrantshall have the respective definitions set forth in the Prior Warrants.

**WITNESSETH****:**

WHEREAS, the Prior Warrant includes an anti-dilutionprovision which provides that in the event the Company shall offer, sell, grant any option topurchase or offer, sell or grant any right to reprice its securities, orotherwise dispose of or issue (or announce any offer, sale, grant or any optionto purchase or other disposition) any Common Stock or Common Stock Equivalentsentitling any Person to acquire shares of Common Stock, at an effective priceper share less than the then Exercise Price of the Prior Warrant (the “BaseShare Price”), then the Exercise Price shall be reduced and only reduced toequal the Base Share Price and the number of Warrant Shares issuable thereundershall be increased such that the aggregate Exercise Price payable thereunder,after taking into account the decrease in the Exercise Price, shall be equal tothe aggregate Exercise Price prior to such adjustment;

WHEREAS, the Investor and the Company have come toan agreement as to the Investor  deletingthe anti-dilution provision from the Prior Warrant in exchange for adjustingthe Exercise Price of the Prior Warrant;

NOW,THEREFORE, in consideration of and for the mutual promises and covenants containedherein, and for other good and valuable consideration, the receipt of which ishereby acknowledged, the parties agree as follow

SECTION 1.

1.1           Exercise Price.  Theexercise price of $1.00 set forth in the first paragraph of the Prior Warrantis hereby amended to $0.525.

1.2           OtherAmendments.  Section 2.2 of the Prior Warrant is hereby deletedin its entirety.

SECTION 2.

2.1           Effect on Prior Agreements.  Exceptas amended hereby, the terms and provisions of the Prior Warrant shall remainin full force and effect, and the Prior Warrant is in all respects ratified andconfirmed. On and after the date of this Amendment, each reference

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in the Prior Note or Prior Warrant, as the case may be, to the “Warrant”,“hereinaf­ter”, “herein”, “herein­after”, “hereunder”, “hereof”, or words oflike import shall mean and be a reference to the Prior Warrant as amended bythis Amendment.

SECTION 3.

3.1           Indemnity.  TheInvestor agrees to indemnify and hold harmless the Company, its officers anddirectors, employees and its affiliates and each other person, if any, whocontrols any thereof, against any loss, liability, claim, damage and expensewhatsoever (including, but not limited to, any and all expenses whatsoeverreasonably incurred in investigating, preparing or defending against anylitigation commenced or threatened or any claim whatsoever) arising out of orbased upon any false representation or warranty or breach or failure by theInvestor to comply with any covenant or agreement made by the Investor hereinor in any other document furnished by the Investor to any of the foregoing inconnection with this transaction.

3.2           Modification.  Neither this Agreement nor any provisionshereof shall be modified, discharged or terminated except by an instrument inwriting signed by the party against whom any waiver, change, discharge ortermination is sought.

3.3           Notices.  Any notice, demand or other communicationwhich any party hereto may be required, or may elect, to give to anyoneinterested hereunder shall be sufficiently given if (a) deposited, postageprepaid, in a United States mail letter box, registered or certified mail,return receipt requested, addressed to such address as may be given herein, or(b) delivered personally at such address.

3.4           Counterparts.  This Agreement may be executed through theuse of separate signature pages or in any number of counterparts, and each ofsuch counterparts shall, for all purposes, constitute one agreement binding onall parties, notwithstanding that all parties are not signatories to the samecounterpart.

3.5           Binding Effect.  Except as otherwise provided herein, thisAgreement shall be binding upon and inure to the  benefit of the parties and their heirs,executors, administrators, successors, legal representatives and assigns.  If the Investor is more than one person, theobligation of the Investor shall be joint and several and the agreements,representations, warranties and acknowledgments herein contained shall bedeemed to be made by and be binding upon each such person and his heirs,executors, administrators and successors.

3.6           Entire Agreement.  This Agreement and the documents referencedherein contain the entire agreement of the parties and there are norepresentations, covenants or other agreements except as stated or referred toherein and therein.

3.7           Assignability.  This Agreement is not transferable orassignable by the Investor.

3.8           Applicable Law.  This Agreement shall be governed by andconstrued in accordance with the laws of the State of New York, without giving effectto conflicts of law principles.

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3.9           Pronouns.  The use herein of the masculine pronouns “him”or “his” or similar terms shall be deemed to include the feminine and neutergenders as well and the use herein of the singular pronoun shall be deemed toinclude the plural as well.

INWITNESS WHEREOF, the Parties hereto have executed this Amendment as of the dayand year first written above.
|        | FERMAVIR PHARMACEUTICALS, INC. |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            |   |
|   |                           | Name: | Geoffrey W. Henson |
|   |                           | Title: | Chief Executive Officer |
|   |                           |   |   |
|   |                           |   |   |
|   | INVESTOR                       |
|   |                           |   |   |
|   |                           |   |   |
|   |                           |   |   |
|   |                           |   |
|   | Name:                          |
|        |                                |  |  |  |

 

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