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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549




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FORM 10-K/ A

AMENDMENT NO. 1




|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR
    15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,
2003

OR



|  |                                                                                             
|- | --------------------------------------------------------------------------------------------
|o | TRANSITION REPORT PURSUANT TO SECTION 13
    OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From
 to

Commission file No. 000-30369


VIROLOGIC, INC.

(Exact name of registrant as specified in its
charter)


|                                                                   |  |                                         
|------------------------------------------------------------------ |  | ----------------------------------------
|DELAWARE                                                           |  | 94-3234479                              
|(State or other jurisdiction of
    incorporation or organization) |  | (I.R.S. Employer
    identification no.)
|                                                                  
|345 Oyster Point Blvd
    South San Francisco, California          |  | 94080                                   
|(Address of principal executive
    offices)                       |  | (Zip code)                              

Registrants Telephone Number, Including
Area Code:

(650) 635-1100


Securities Registered Pursuant to
Section 12(b) of the Act:

None


Securities Registered Pursuant to
Section 12(g) of the Act:

|                              |  |                                          
|----------------------------- |  | -----------------------------------------
|Title of Each Class           |  | Name of Each Exchange on Which Registered
|                              |  |                                          
|Common Stock $0.001 par value |  | Nasdaq National Market                   

Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.    Yes þ        No o

Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of
Regulation S-K (Section 229.405 of this chapter) is
not contained herein, and will not be contained, to the best of
Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K
o.

Indicate by check mark whether the registrant is
an accelerated filer (as defined in Rule 12b-2 of the
Act).    Yes o        No þ

The aggregate market value of the voting stock
held by non-affiliates of the Registrant as of June 30,
2003 was $28,663,200.*

The number of shares outstanding of the
Registrants Common Stock was 53,426,494 as of
April 22, 2004.




|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|* | Excludes 9,678,888 shares of Common Stock
    held by directors, officers and stockholders whose beneficial
    ownership exceeds 5% of the Registrants Common Stock
    outstanding. The number of shares owned by such persons was
    determined based upon information supplied by such persons and
    upon Schedules 13D and 13G, if any, filed with the SEC.
    Exclusion of shares held by any person should not be construed
    to indicate that such person possesses the power, direct or
    indirect, to direct or cause the direction of the management or
    policies of the Registrant, that such person is controlled by or
    under common control with the Registrant, or that such persons
    are affiliates for any other purpose.



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EXPLANATORY NOTE:This Amendment No. 1 on Form 10-K/ A (Amendment
No. 1) amends the Registrants Annual Report on
Form 10-K, as filed by the Registrant on March 26,
2004 (the Report), and is being filed solely to
replace Part III, Item 10 through Item 14. The
reference on the cover of the Report to the incorporation by
reference of Registrants Definitive Proxy Statement into
Part III of the Report is hereby amended to delete that
reference. Except as otherwise stated herein, no other
information contained in the original Report has been updated by
this Amendment No. 1.

2



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VIROLOGIC, INC.

ANNUAL REPORT ON FORM 10-K/ A


FOR THE FISCAL YEAR ENDED DECEMBER 31,
2003


Amendment No. 1


TABLE OF CONTENTS

|             |  |                                                                                                        |  |   
|------------ |  | ------------------------------------------------------------------------------------------------------ |  | --
|PART III     |  |                                                                                                        |  |   
|Item 10.     |  | Directors and Executive
    Officers of the Registrant                                                 |  | 4 
|Item 11.     |  | Executive Compensation                                                                                 |  | 5 
|Item 12.     |  | Security Ownership of
    Certain Beneficial Owners and Management and Related Stockholder
    Matters |  | 9 
|Item 13.     |  | Certain Relationships and
    Related Transactions                                                     |  | 11
|Item 14.     |  | Principal Accountant Fees
    and Services                                                             |  | 11
|Signatures   |  | 13                                                                                                    
|EXHIBIT 31.1
|EXHIBIT 31.2



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This Amendment No. 1 contains certain
forward-looking statements within the meaning of the safe
harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements, which sometimes include
words such as expect, goal,
may, anticipate, should,
continue, or will, reflect our
expectations and assumptions as of the date of the Report based
on currently available operating, financial and competitive
information. Actual results could differ materially from those
in the forward-looking statements as a result of a number of
factors, including our ability to raise additional capital, the
market acceptance of our resistance testing products, the
effectiveness of our competitors existing products and new
products, the ability to effectively manage growth and the risks
associated with our dependence on patents and proprietary
rights. These factors and others are more fully described in
Risk Factors Related to Our Business and elsewhere
in our Report, as amended. We assume no obligation to update any
forward-looking statements.




PART III






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

Information regarding our executive officers and
our code of ethics is located in Part I, Item 1 of
this Annual Report, as amended, under the caption
Executive Officers.

The following table sets forth information about
our directors as of April 22, 2004:

|                   |  |     |    |          |  |                                               
|------------------ |  | --- | -- | -------- |  | ----------------------------------------------
|Name               |  | Age |    | Position
|                   |  |     |    |         
|William D. Young   |  |     | 59 |          |  | Chairman, Chief Executive Officer and Director
|William J. Jenkins |  |     | 56 |          |  | Director                                      
|Edmon R. Jennings  |  |     | 57 |          |  | Director                                      
|Cristina H. Kepner |  |     | 57 |          |  | Director                                      
|David H. Persing   |  |     | 48 |          |  | Director                                      

WILLIAM D. YOUNG has served as the Companys
Chief Executive Officer since November 1999 and has served as
the Chairman of the Board since May 1999. From March 1997 to
October 1999, Mr. Young was Chief Operating Officer at
Genentech, Inc., a biotechnology company. As COO at Genentech,
Mr. Young was responsible for all of the companys
development, operations and commercial functions. Mr. Young
joined Genentech in 1980 as Director of Manufacturing and
Process Sciences and held various positions prior to becoming
COO. Prior to joining Genentech, Mr. Young was employed by
Eli Lilly and Company for 14 years. Mr. Young is a
member of the Board of Directors of Biogen IDEC, Inc., Human
Genome Sciences and VaxGen, Inc. He received his BS in chemical
engineering from Purdue University and his MBA from Indiana
University.

WILLIAM J. JENKINS, MD has served on the
Companys Board of Directors since September 2000.
Dr. Jenkins has been a consultant and advisor to
pharmaceutical companies and investment and venture capital
firms in the health sector since 1999. From 1997 to 1999, he
served as Head of Clinical Development and Regulatory Affairs
for Ciba-Geigy, and later for post-merger Novartis Pharma AG.
Prior to that, Dr. Jenkins was head of worldwide clinical
research at Glaxo and a Deputy Head in the U.K. Drug Regulatory
Agency. Dr. Jenkins is a member of the Board of Directors
of Tanox, Inc., BTG plc, Nicholas Piramal India Limited, and
Eurand Pharmaceutical Holdings B.V. Dr. Jenkins received
his MD from Cambridge University and has a specialist
accreditation in internal medicine and gastroenterology.

EDMON R. JENNINGS has served on the
Companys Board of Directors since May 2001. Since July
2003, Mr. Jennings has served as President and CEO of
Angiogenix, Inc., a biopharmaceutical company. From February
2000 to June 2003, Mr. Jennings was Chief Commercialization
Officer at Pain Therapeutics, Inc., a medical research and
development company. From 1985 to 2000, Mr. Jennings held
senior management positions at Genentech, Inc., including Vice
President of Corporate Development, Vice President of Sales and
Marketing and Vice President of Sales. Prior to Genentech, for
twelve years Mr. Jennings held positions with Bristol-Myers
Oncology and Bristol Laboratories, both of which were divisions
of Bristol-Myers (now Bristol-

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Myers Squibb), a pharmaceutical company.
Mr. Jennings received his BA in liberal arts from the
University of Michigan at Ann Arbor.


CRISTINA H. KEPNER has served on the
Companys Board of Directors since May 1996.
Ms. Kepner is Advisor at Invemed Associates LLC, an
investment banking firm. From 1978 to December 2000,
Ms. Kepner was a Director, Executive Vice President and
Corporate Finance Director at Invemed Associates LLC.
Ms. Kepner is Chairman of the Board of Directors of Quipp,
Inc. and also serves on the Board of Directors of Cepheid. She
received her BA from Pace University.

DAVID H. PERSING, MD, PHD has served on the
Companys Board of Directors since December 2000.
Dr. Persing received his BA degree in Biochemistry from
San Jose State University, and his MD and PhD (Biochemistry
and Biophysics) concurrently from the University of California,
San Francisco. After completion of his residency in
Clinical Pathology and fellowship training at Yale University in
1989, Dr. Persing was appointed to the medical and research
staff of the Mayo Clinic, where he became Director of the
Molecular Microbiology Laboratory and an Associate Professor at
the Mayo Medical School. In August 1999, Dr. Persing became
employed at Corixa Corporation, a research and development-based
biotechnology company, where he is Vice President of Discovery
Research, as well as a Principal Investigator in the Infectious
Disease Research Institute, a non-profit research
organization.

Audit Committee

The Audit Committee of the Board of Directors of
the Company oversees the Companys corporate accounting and
financial reporting process. Three directors comprise the Audit
Committee: Cristina H. Kepner (Chair), William J. Jenkins and
Edmon R. Jennings. The Board of Directors annually reviews the
Nasdaq Stock Markets listing standards definition of
independence for Audit Committee members, and has determined
that all members of the Companys Audit Committee are
independent (as independence is currently defined in
Rule 4350(d)(2)(A)(i) and (ii) of the Nasdaq listing
standards). The Board of Directors has determined that Cristina
H. Kepner qualifies as an audit committee financial
expert, as defined in the applicable rules of the United
States Securities and Exchange Commission (SEC).

Section 16(a) Beneficial Ownership
Reporting Compliance

Section 16(a) of the Securities Exchange Act
of 1934 (the 1934 Act) requires the
Companys directors and executive officers, and persons who
own more than ten percent of a registered class of the
Companys equity securities, to file with the SEC initial
reports of ownership and reports of changes in ownership of
Common Stock and other equity securities of the Company.
Officers, directors and greater than ten percent stockholders
are required by SEC regulation to furnish the Company with
copies of all Section 16(a) forms they file.

To the Companys knowledge, based solely on
a review of the copies of such reports furnished to the Company
and written representations that no other reports were required,
during the fiscal year ended December 31, 2003 all
Section 16(a) filing requirements were complied with,
except that one report on Form 4, covering one option
grant, was filed late for each of Tien T. Bui, Kathy L. Hibbs,
Christos J. Petropoulos, Jeannette M. Whitcomb, Karen J. Wilson
and William D. Young; and a report on Form 3 for Jeannette
M. Whitcomb, following her appointment as an executive officer
of the Company, was filed late.






|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

Compensation of Directors

Each non-employee director of the Company
receives a fee of $1,500 for each Board of Directors meeting
attended and a fee of $500 for each committee meeting attended
by committee members. In the fiscal year ended December 31,
2003, the total compensation paid to non-employee directors was
$44,500. The members of the Board of Directors are also eligible
for reimbursement of their expenses incurred in connection with
attendance at Board meetings in accordance with Company policy.

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All directors of the Company are eligible to
participate in the Companys 2000 Equity Incentive Plan.
Option grants to non-employee directors are discretionary.
However, in June 2000, the Board adopted a policy pursuant to
which it grants stock options to its non-employee directors on
an annual basis. During the fiscal year ended December 31,
2003, the Company granted each of its four non-employee
directors options to purchase up to an aggregate of
15,000 shares of the Common Stock at an exercise price per
share of $1.27 (the fair value of the Common Stock on the date
of grant). These options vest monthly over a one-year period;
provided that the vesting may accelerate and all shares subject
to the options may become immediately exercisable in the event
of a change in control of the Company.

Compensation of Executive Officers



| |                        
| | -----------------------
| | Summary of Compensation

The following table shows for the fiscal years
ended December 31, 2003, 2002, and 2001, compensation
awarded or paid to, or earned by the Companys Chief
Executive Officer and its other four most highly compensated
executive officers at December 31, 2003 (the Named
Executive Officers):

SUMMARY COMPENSATION TABLE

|                             |                           |      |      |                     |  |              |         |              |     |              |   |              |     |  |   |       |     |  |         |         |     |  |       |       | 
|---------------------------- | ------------------------- | ---- | ---- | ------------------- |  | ------------ | ------- | ------------ | --- | ------------ | - | ------------ | --- |  | - | ----- | --- |  | ------- | ------- | --- |  | ----- | ----- | 
|                             |                           |      |      |                     |  | Long Term    |         |             
|                             |                           |      |      | Annual Compensation |  | Compensation |         |             
|                             |                           |      |      |                     |  |              |         |             
|                             |                           |      |      |                     |  | Awards       |         |             
|                             |                           |      |      |                     |  | Securities   |         |             
|                             |                           |      |      |                     |  | Other Annual |         | Underlying   |     | All Other   
|                             |                           |      |      | Salary              |  | Bonus        |         | Compensation |     | Options/SARs |   | Compensation
|Name and Principal Position  |                           | Year |      | ($)                 |  | ($)          |         | ($)          |     | (#)          |   | ($)(2)      
|                             |                           |      |      |                     |  |              |         |              |     |              |   |             
|William D. Young             |                           |      | 2003 |                     |  |              | 280,000 |              |     |              |  |              |     |  |  |       |     |  | 300,000 |         |     |  | 3,000 |      
|                             | Chief Executive Officer   |      |      | 2002                |  |              |         | 326,154      |     |              |   |             |     |  |   |      |     |  |         | 170,000 |     |  |       | 2,750 | 
|                             |                           |      |      | 2001                |  |              |         | 330,000      |     |              |   |             | (1) |  |   |      |     |  |         | 267,500 | (3) |  |       | 2,625 | 
|Christos J. Petropoulos, PhD |                           |      | 2003 |                     |  |              | 171,000 |              |     |              |  |              |     |  |  |       |     |  | 50,000  |         |     |  | 2,600 |      
|                             | Vice President, Research  |      |      | 2002                |  |              |         | 188,538      |     |              |   |             |     |  |   |      |     |  |         | 30,000  |     |  |       | 2,599 | 
|                             | and Development           |      |      | 2001                |  |              |         | 190,000      |     |              |   |             | (1) |  |   | 7,878 | (4) |  |         | 76,250  | (5) |  |       | 2,123 | 
|Karen J. Wilson              |                           |      | 2003 |                     |  |              | 166,500 |              |     |              |  |              |     |  |  |       |     |  | 50,000  |         |     |  | 3,000 |      
|                             | Vice President, Chief     |      |      | 2002                |  |              |         | 183,577      |     |              |   |             |     |  |   |      |     |  |         | 25,000  |     |  |       | 2,750 | 
|                             | Financial Officer         |      |      | 2001                |  |              |         | 183,827      | (6) |              |   |             | (1) |  |   |      |     |  |         | 126,250 | (5) |  |       | 2,625 | 
|Kathy L. Hibbs               |                           |      | 2003 |                     |  |              | 166,500 |              |     |              |  |              |     |  |  |       |     |  | 50,000  |         |     |  | 2,081 |      
|                             | Vice President, General   |      |      | 2002                |  |              |         | 183,577      |     |              |   |             |     |  |   |      |     |  |         | 25,000  |     |  |       | 2,750 | 
|                             | Counsel                   |      |      | 2001                |  |              |         | 128,788      | (7) |              |   |             | (1) |  |   |      |     |  |         | 107,500 | (8) |  |       | 2,625 | 
|Tien T. Bui                  |                           |      | 2003 |                     |  |              | 161,180 |              |     |              |  |              |     |  |  |       |     |  | 70,000  |         |     |  | 3,000 |      
|                             | Vice President, Sales and |      |      | 2002                |  |              |         | 170,321      |     |              |   |             |     |  |   |      |     |  |         | 35,000  |     |  |       | 2,750 | 
|                             | Marketing                 |      |      | 2001                |  |              |         | 144,560      |     |              |   |             | (1) |  |   |      |     |  |         | 28,500  | (8) |  |       | 2,625 | 



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|    |                                                                                                                                                                                                                                                                                                                                                                                  
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | In the first half of 2002, the Company expected
    to pay to each of the Named Executive Officers a cash bonus for
    services performed in 2001, although the Named Executive
    Officers had agreed to the deferral of consideration for such
    bonuses. The 2001 cash bonuses were contingent upon final
    approval by the Compensation Committee, which did not occur.
|   
|(2) | Consists of the Companys matching payments
    under its 401(k) plan in the form of shares of Common Stock of
    the Company.                                                                                                                                                                                                                                                  
|   
|(3) | Includes options to purchase up to
    52,500 shares of Common Stock which were granted in 2002 in
    recognition of services performed during 2001.                                                                                                                                                                                                                            
|   
|(4) | Consists of loan forgiveness in the amount of
    $7,878.                                                                                                                                                                                                                                                                                                                        
|   
|(5) | Includes options to purchase up to
    26,250 shares of Common Stock which were granted in 2002 in
    recognition of services performed during 2001.                                                                                                                                                                                                                            

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|    |                                                                                                                                                      
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------
|(6) | Ms. Wilson joined the Company and became an
    executive officer on January 3, 2001. Her annualized salary
    in 2001 was $185,000.                
|   
|(7) | Ms. Hibbs joined the Company and became an
    executive officer on April 16, 2001. Her annualized salary
    in 2001 was $185,000.                  
|   
|(8) | Includes options to purchase up to
    22,500 shares of Common Stock which were granted in 2002 in
    recognition of services performed during 2001.

STOCK OPTION GRANTS AND EXERCISES

The Company grants options to its executive
officers under its 2000 Equity Incentive Plan. As of
February 29, 2004, options to purchase a total of
4,107,879 shares were outstanding under the 2000 Equity
Incentive Plan and options to
purchase 1,526,554 shares remained available for grant
thereunder.

The following tables show for the fiscal year
ended December 31, 2003, certain information regarding
options granted to, exercised by, and held at year-end by, the
Named Executive Officers:

Option/SAR Grants in Last Fiscal
Year

The following table sets forth information
concerning stock options granted to Named Executive Officers
during 2003:

|                             |  |            |         |              |  |           |      |            |  |                              |      |     |  |  |         |  |  |   |         |  |  |   |         | 
|---------------------------- |  | ---------- | ------- | ------------ |  | --------- | ---- | ---------- |  | ---------------------------- | ---- | --- |  |  | ------- |  |  | - | ------- |  |  | - | ------- | 
|                             |  |            |         |              |  |           |      |            |  |                             
|                             |  |            |         | Percentage   |  |           |      |            |  | Potential Realizable Value  
|                             |  | Number of  |         | of Total     |  |           |      |            |  | at Assumed Annual Rates of  
|                             |  | Securities |         | Options      |  |           |      |            |  | Stock Price Appreciation for
|                             |  | Underlying |         | Granted to   |  | Exercise  |      |            |  | Option Term                 
|                             |  | Options    |         | Employees    |  | Price Per |      | Expiration |  |                             
|Name                         |  | Granted    |         | in Year 2003 |  | Share     |      | Date       |  | 5%                           |      | 10%
|                             |  |            |         |              |  |           |      |            |  |                              |      |    
|William D. Young             |  |            | 300,000 |              |  |           | 24.3 | %          |  | $                            | 1.51 |     |  |  | 6-19-13 |  |  | $ | 284,889 |  |  | $ | 721,965 | 
|Christos J. Petropoulos, PhD |  |            | 50,000  |              |  |           | 4.1  | %          |  | $                            | 1.51 |     |  |  | 6-19-13 |  |  | $ | 47,482  |  |  | $ | 120,328 | 
|Karen J. Wilson              |  |            | 50,000  |              |  |           | 4.1  | %          |  | $                            | 1.51 |     |  |  | 6-19-13 |  |  | $ | 47,482  |  |  | $ | 120,328 | 
|Kathy L. Hibbs               |  |            | 50,000  |              |  |           | 4.1  | %          |  | $                            | 1.51 |     |  |  | 6-19-13 |  |  | $ | 47,482  |  |  | $ | 120,328 | 
|Tien T. Bui                  |  |            | 70,000  |              |  |           | 5.7  | %          |  | $                            | 1.51 |     |  |  | 6-19-13 |  |  | $ | 66,474  |  |  | $ | 168,459 | 

The figures in the table above represent options
granted under the 2000 Equity Incentive Plan. Options generally
vest over a four-year period, 25% after one year and
2.083% per month thereafter. We granted options to
purchase 1,408,382 shares of the Common Stock in 2003.
The percentage of total options in the table above was
calculated based on options to purchase an aggregate of
1,233,382 shares of the Common Stock granted to the
Companys employees in 2003. All options were granted at an
exercise price equal to the fair value of the Common Stock on
the date of grant.

The potential realizable value is based on the
term of the option at its time of grant. It is calculated by
assuming that the stock price on the date of grant appreciates
at the indicated annual rate, compounded annually for the entire
term of the option and that the option is exercised and sold on
the last day of its term for the appreciated stock price. These
amounts represent certain assumed rates of appreciation only, in
accordance with the rules of the SEC, and do not reflect the
Companys estimate or projection of future stock price
performance. Actual gains, if any, are dependent on the actual
future performance of the Common Stock and no gain to the
optionee is possible unless the stock price increases over the
option term, which will benefit all stockholders.

FISCAL YEAR-END OPTION VALUES

The following table sets forth information
concerning the number and value of exercisable and unexercisable
options held by each of the Named Executive Officers as of
December 31, 2003. None of our Named Executive Officers
exercised options during 2003. The value of unexercised
in-the-money options at December 31, 2003 represents an
amount equal to the difference between the closing price of the
Common Stock on December 31, 2003 of $3.76 per share
and the option exercise price, multiplied by the number of

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unexercised in-the-money options. An option is
in-the-money if the fair value of the underlying shares exceeds
the exercise price of the options.


|                             |  |                         |         |                              |  |             |         |               |  |   |         |  |  |   |         | 
|---------------------------- |  | ----------------------- | ------- | ---------------------------- |  | ----------- | ------- | ------------- |  | - | ------- |  |  | - | ------- | 
|                             |  |                         |         |                              |  |            
|                             |  | Number of Securities    |         |                             
|                             |  | Underlying Unexercised  |         | Value of Unexercised In-the-
|                             |  | Options at December 31, |         | Money Options at            
|                             |  | 2003                    |         | December 31, 2003           
|                             |  |                         |         |                             
|Name                         |  | Exercisable             |         | Unexercisable                |  | Exercisable |         | Unexercisable
|                             |  |                         |         |                              |  |             |         |              
|William D. Young(1)          |  |                         | 688,436 |                              |  |             | 711,564 |               |  | $ | 424,401 |  |  | $ | 953,474 | 
|Christos J. Petropoulos, PhD |  |                         | 110,444 |                              |  |             | 83,412  |               |  | $ | 77,292  |  |  | $ | 135,105 | 
|Karen J. Wilson              |  |                         | 108,749 |                              |  |             | 92,501  |               |  | $ | 49,766  |  |  | $ | 131,822 | 
|Kathy L. Hibbs               |  |                         | 90,624  |                              |  |             | 91,876  |               |  | $ | 150,909 |  |  | $ | 183,866 | 
|Tien T. Bui                  |  |                         | 61,436  |                              |  |             | 97,064  |               |  | $ | 47,821  |  |  | $ | 181,344 | 



---



|    |                                                                                                                                                                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | As of December 31, 2003, 250,000 of the
    shares subject to options held by William D. Young would, if
    exercised, be subject to a repurchase right in the
    Companys favor that lapses over time as described in
    Employment and Severance Agreements  William D.
    Young.

EMPLOYMENT AND SEVERANCE AGREEMENTS

William D. Young

We have an agreement with William D. Young
governing his employment as the Companys Chief Executive
Officer. Our employment agreement provides for an initial base
salary of $300,000 per year, plus a yearly incentive bonus
as part of the Companys bonus program based on objectives
established by the Board of Directors after consultation with
Mr. Young, plus a yearly special bonus of between $50,000
and $100,000, grossed up for tax purposes. In addition, the
agreement contains a non-solicitation agreement. Mr. Young
recommended that his salary be reduced as part of the November
2002 business restructuring. The Compensation Committee of the
Board of Directors determined, and Mr. Young agreed, that
Mr. Youngs base salary would be reduced by $50,000 to
$280,000 beginning in November 2002 and that no bonuses would be
paid for services performed by Mr. Young during 2002 or
2003 pursuant to this agreement.

As required by the agreement, prior to the
commencement of Mr. Youngs employment, we also
granted him a stock bonus award of 150,000 fully vested shares
of the Common Stock, in consideration of his past service as the
Companys Chairman of the Board prior to becoming the
Companys Chief Executive Officer. The agreement also
provides for the following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a cash bonus in the gross amount of $180,000,
    granted on January 15, 2000, and an additional cash bonus
    in the gross amount of $180,000, granted on April 15, 2000;                                                                                                                                                                                                                                          
|
| |  | an incentive stock option under the
    Companys 2000 Equity Incentive Plan covering
    150,000 shares of the Common Stock, providing for vesting
    as to 30,000 shares on December 31, 1999 and as to an
    additional 2,500 shares at the end of each month thereafter;                                                                                                                                       
|
| |  | a non-statutory stock option, granted outside of
    the Companys 2000 Equity Incentive Plan, covering
    250,000 shares of the Common Stock, providing for vesting
    as to 25% after the first year of employment and the remaining
    75% in equal installments over the next three years; and                                                                                                                
|
| |  | a non-statutory stock option, granted outside of
    the Companys 2000 Equity Incentive Plan, covering
    250,000 shares of the Common Stock. This option vests 100%
    after five years of employment, unless the Company undergoes a
    merger or acquisition where the per share valuation of the
    Common Stock is imputed to be more than $18.50, in which case
    125,000 shares shall immediately vest.

8



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##### Table of Contents



These options may be exercised prior to vesting,
but any unvested portions acquired will be subject to a
repurchase right by the Company that will expire gradually in
accordance with the vesting schedule. Any of these options may
be exercised either by cash or by delivery of a promissory note,
and each of the options immediately becomes fully vested if,
within one year of a change in the Companys control or
liquidation, Mr. Young is terminated without cause or
resigns for good reason.

Our agreement with Mr. Young specifies that
Mr. Youngs employment is at-will. If we terminate his
employment for any reason other than for cause, however, or if
his employment is terminated as a result of death or permanent
disability, we have also agreed to continue to pay him, or his
estate, his base salary, at the level in effect at the time of
termination, for an additional 12 months. Also, we have
agreed that in any of these events the vesting of his options
shall accelerate, either for an additional 12 months or,
after he has been employed for more than two years, in full.

Executive Severance Agreements

We have entered into severance agreements with
each of our Named Executive Officers other than William D.
Young. These severance agreements provide that if the executive
is terminated without cause or constructively terminated within
three months prior to or twenty-four months after a change in
control then the executive will receive a one time cash
severance payment equal to twelve months of the executives
base salary plus an amount equal to the bonus that the executive
received for the prior year.

Compensation Committee Interlocks and Insider
Participation

During the fiscal year ended December 31,
2003, the following individuals served as members of the
Companys Compensation Committee: William J. Jenkins
(Chair), Cristina H. Kepner and David H. Persing. During that
fiscal year, none of the Companys executive officers
served as a member of the Board of Directors or compensation
committee of any entity that has one or more executive officers
serving on the Companys Board of Directors or Compensation
Committee.






|         |                                                                                                       
|-------- | ------------------------------------------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholder
    Matters

Security Ownership of Certain Beneficial
Owners and Management

The following table sets forth certain
information regarding the ownership of the Common Stock as of
February 15, 2004 by: (i) each director;
(ii) each of the executive officers named in the Summary
Compensation Table; (iii) all executive officers and
directors of the Company as a group; and (iv) all those
known by the Company to be beneficial owners of more than five
percent of its Common Stock.

Beneficial ownership is determined according to
the rules of the SEC, and generally means that a person has
beneficial ownership of a security and warrants if he or she
possesses sole or shared voting or investment power of that
security, and includes options and warrants that are currently
exercisable or exercisable within 60 days of
February 15, 2004. Some of the information with respect to
beneficial ownership has been furnished to the Company by each
director, officer or 5% or more stockholder, as the case may be.
Except as otherwise indicated, the Company believes that the
beneficial owners of the Common Stock listed below, based on the
information each of them has given to the Company, have sole
investment and voting power with respect to their shares, except
where community property laws may apply.

This table lists applicable percentage ownership
based on 53,395,467 shares of Common Stock outstanding as
of February 15, 2004. This number does not include
2,468,468 shares of Common Stock issuable upon conversion
of outstanding non-voting Series A Preferred Stock. Options
and warrants to purchase shares of the Common Stock that are
exercisable within 60 days of February 15, 2004, are
deemed to be beneficially owned by the persons holding these
options and warrants for the purpose of computing percentage
ownership of that person, but are not treated as outstanding for
the purpose of computing any other persons ownership
percentage. Shares underlying options, warrants and convertible
securities that are deemed beneficially owned are listed in this
table separately in the column labeled Shares Subject to
Options,

9



---



##### Table of Contents



Warrants and Convertible Securities. These
shares are included in the number of shares listed in the column
labeled Total Number.


|                                                                        |  |                              |           |              |  |                  |           |  |  |  |      |  
|----------------------------------------------------------------------- |  | ---------------------------- | --------- | ------------ |  | ---------------- | --------- |  |  |  | ---- | -
|                                                                        |  |                             
|                                                                        |  | Shares Beneficially Owned(1)
|                                                                        |  |                             
|                                                                        |  |                              |           | Shares       |  |                 
|                                                                        |  |                              |           | Subject to   |  |                 
|                                                                        |  |                              |           | Options,     |  |                 
|                                                                        |  |                              |           | Warrants and |  | Percent of Class
|                                                                        |  | Total                        |           | Convertible  |  | Beneficially    
|Name of Beneficial Owner                                                |  | Number                       |           | Securities   |  | Owned           
|                                                                        |  |                              |           |              |  |                 
|5% Stockholders                                                         |  |                              |           |              |  |                  |           |  |  |  |      |  
|BB Biotech AG(2)                                                        |  |                              | 6,717,423 |              |  |                  | 990,993   |  |  |  | 12.4 | %
|Zesiger Capital Group LLC(3)                                            |  |                              | 4,693,155 |              |  |                  | 532,689   |  |  |  | 8.7  | %
|                                                                       
|Directors and Executive Officers                                        |  |                              |           |              |  |                  |           |  |  |  |      |  
|William D. Young                                                        |  |                              | 908,319   |              |  |                  | 715,624   |  |  |  | 1.7  | %
|Christos J. Petropoulos, PhD                                            |  |                              | 209,078   |              |  |                  | 117,189   |  |  |  | *    |  
|Karen J. Wilson                                                         |  |                              | 133,049   |              |  |                  | 118,332   |  |  |  | *    |  
|Kathy L. Hibbs                                                          |  |                              | 102,449   |              |  |                  | 97,499    |  |  |  | *    |  
|Cristina H. Kepner                                                      |  |                              | 100,850   |              |  |                  | 65,000    |  |  |  | *    |  
|Tien T. Bui                                                             |  |                              | 77,850    |              |  |                  | 66,083    |  |  |  | *    |  
|David H. Persing, MD, PhD                                               |  |                              | 75,000    |              |  |                  | 65,000    |  |  |  | *    |  
|William J. Jenkins, MD                                                  |  |                              | 65,000    |              |  |                  | 65,000    |  |  |  | *    |  
|Edmon R. Jennings                                                       |  |                              | 55,405    |              |  |                  | 54,305    |  |  |  | *    |  
|All directors and executive officers as a
    group
    (11 persons)(4) |  |                              | 1,907,661 |              |  |                  | 1,447,055 |  |  |  | 3.5  | %



---

|  |                                                 
|- | ------------------------------------------------
|* | Represents beneficial ownership of less than 1%.



|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | This table is based upon information supplied by
    officers, directors and principal stockholders and Schedules 13D
    and 13G filed with the SEC. Unless otherwise indicated, the
    address of each person in this table is c/o ViroLogic,
    Inc., 345 Oyster Point Boulevard, South San Francisco,
    California 94080.                                                                                                                                                                                                                                                               
|   
|(2) | Total number of shares beneficially owned
    includes 3,605,004 shares held by Biotech Growth N.V.
    (BioGrowth) and 2,121,426 held by Biotech Target
    N.V. (BioTarget). Also includes 990,993 shares
    that BioTarget may acquire upon exercise of outstanding
    warrants. BioGrowth and BioTarget are fully-owned subsidiaries
    of BB Biotech AG. The business address for BB Biotech AG is
    Vordergasse 3, CH-8200 Schaffhausen, Switzerland and the
    business address for BioGrowth and BioTarget is De Ruyterkade
    62, Willemstad, Curacao, Netherlands Antilles.
|   
|(3) | Total number of shares beneficially owned
    includes 532,689 shares acquirable upon exercise of
    outstanding warrants. These shares are held by entities for whom
    Zesiger Capital Group LLC acts as an investment advisor. None of
    these entities holds 5% or more of the total number of shares
    outstanding. Zesiger Capital Group LLC disclaims beneficial
    ownership of all 4,693,155 shares. The business address for
    Zesiger Capital Group LLC is 320 Park Avenue, New York, NY
    10022.                                                                         
|   
|(4) | Includes 180,661 shares beneficially owned
    as of February 15, 2004 by two executive officers not
    listed separately in the table above (of which 83,023 are shares
    that may be acquired by these two executive officers within
    60 days of February 15, 2004, by exercising vested
    stock options they hold).                                                                                                                                                                                                                                                                  

10



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##### Table of Contents



Equity Compensation Plan Information

The following table sets forth certain
information as of December 31, 2003 regarding our equity
compensation plans:

|                                                               |  |                      |           |                   |  |                           |      |  |  |  |           | 
|-------------------------------------------------------------- |  | -------------------- | --------- | ----------------- |  | ------------------------- | ---- |  |  |  | --------- | 
|                                                               |  |                      |           |                   |  | Number of Securities     
|                                                               |  | Number of Securities |           | Weighted-average  |  | Remaining Available for  
|                                                               |  | to be Issued upon    |           | Exercise Price of |  | Future Issuance under    
|                                                               |  | Exercise of          |           | Outstanding       |  | Equity Compensation Plans
|                                                               |  | Outstanding Options, |           | Options, Warrants |  | (excluding securities    
|                                                               |  | Warrants and Rights  |           | and Rights        |  | reflected in column (a)) 
|Plan Category                                                  |  | (a)                  |           | (b)               |  | (c)                      
|                                                               |  |                      |           |                   |  |                          
|Equity compensation plans approved by security
    holders     |  |                      | 4,164,389 |                   |  |                           | 3.29 |  |  |  | 1,732,684 | 
|Equity compensation plans not approved by
    security holders |  |                      | 500,000   | (1)               |  |                           | 3.14 |  |  |  |          | 
|Total                                                          |  |                      | 4,664,389 |                   |  |                           | 3.27 |  |  |  | 1,732,684 | 



---

|    |                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Consists of non-statutory stock options granted
    to William D. Young outside of the Companys 2000 Equity
    Incentive Plan pursuant to the terms of an employment agreement
    between Mr. Young and the Company described in Item 11
    above under Employment and Severance Agreements.






|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

Indemnity Agreements

The Company has entered into indemnity agreements
with all of its officers and directors which provide, among
other things, that the Company will indemnify such officer or
director, under the circumstances and to the extent provided for
therein, for expenses, damages, judgments, fines and settlements
he or she may be required to pay in actions or proceedings which
he or she is or may be made a party by reason of his or her
position as a director, officer or other agent of the Company,
and otherwise to the fullest extent permitted under Delaware law
and the Companys Bylaws. We also intend to enter into
these agreements with the Companys future directors and
officers.

Stock Option Exercisability Restriction
Agreements

In November 2002, we entered into agreements with
several of our executive officers, pursuant to which these
officers agreed to forgo the exercisability of certain stock
options held by them until the Companys stockholders
approved an amendment to the Companys Certificate of
Incorporation to increase the authorized number of shares of
Common Stock of the Company from 60,000,000 shares to
100,000,000 shares. The amendment was approved by the
stockholders at a special meeting held on February 4, 2003,
and as a result, the restrictions on exercisability of the
options subject to the foregoing agreements were removed as of
February 4, 2003.

Employment and Severance Agreements

Information regarding Employment and Severance
Agreements is located in Part III, Item 11 of this
Annual Report, as amended, under the caption Employment
and Severance Agreements.






|         |                                           
|-------- | ------------------------------------------
|Item 14. | Principal Accountant Fees and
    Services

Audit Fees

Fees for audit services totaled approximately
$0.4 million in 2003 and $0.2 million in 2002,
including fees associated with the annual audit, the reviews of
the Companys quarterly reports on Form 10-Q, and
other SEC filings.

11



---



##### Table of Contents



Audit-Related Fees

There were no fees for audit-related services in
2003 and 2002.

Tax Fees

Fees for tax services, including tax compliance
and tax advice, totaled approximately $52,000 in 2003 and
$45,000 in 2002.

All Other Fees

There were no fees for other services not
included above in 2003 and 2002.

All fees described above were approved by the
Audit Committee.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy for the
pre-approval of audit, review and attest services, as well as
permitted non-audit services to be performed by the
Companys independent auditor. The engagement to perform
services may be approved on an explicit case-by-case basis
before the independent auditor is engaged to provide each
service or the engagement may be pre-approved on a collective
basis. These services may include audit services, audit-related
services, tax services and other services. The Audit Committee
has delegated specific pre-approval authority to
Ms. Kepner, the Chair of the Audit Committee. These
pre-approvals are reported to the Audit Committee at its next
scheduled meeting.

12



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |                
| | ---------------
| | ViroLogic, Inc.



| |     |                     
| | --- | --------------------
| | By: | /s/ WILLIAM D. YOUNG

| |                        
| | -----------------------
| |                        
| | William D. Young       
| | Chief Executive Officer

Date: April 23, 2004

Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the
following persons on behalf of the Registrant and in the
capacities and on the dates indicated.

|                                     |  |                                                                                             |  |                |  | 
|------------------------------------ |  | ------------------------------------------------------------------------------------------- |  | -------------- |  | 
|                                     |  |                                                                                             |  |               
|Signatures                           |  | Title                                                                                       |  | Date          
|                                     |  |                                                                                             |  |               
|/s/ WILLIAM D. YOUNGWilliam D. Young |  | Chairman, Chief Executive Officer and Director
    (Principal Executive Officer)            |  | April 23, 2004
|/s/ KAREN J. WILSONKaren J. Wilson   |  | Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer) |  | April 23, 2004
|*Edmon R. Jennings                   |  | Director                                                                                    |  | April 23, 2004
|*William J. Jenkins, M.D.            |  | Director                                                                                    |  | April 23, 2004
|*Cristina H. Kepner                  |  | Director                                                                                    |  | April 23, 2004
|*David H. Persing, M.D., Ph.D.       |  | Director                                                                                    |  | April 23, 2004
|                                    
|*By:                                 |  | /s/ WILLIAM D. YOUNGWilliam D. YoungAttorney-in-fact                                        |  |                |  | 

13



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##### Table of Contents



EXHIBIT INDEX

|         |      |         |  |  |      |  |  |                                                                                                                                                
|-------- | ---- | ------- |  |  | ---- |  |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit  |      | Exhibit |  | 
|Footnote |      | Number  |  | 
|         |      |         |  | 
|         | (10) |         |  |  | 3.1  |  |  | Amended and Restated Certificate of
    Incorporation, as currently in effect.                                                                 
|         | (4)  |         |  |  | 3.2  |  |  | Bylaws, as currently in effect.                                                                                                                
|         | (3)  |         |  |  | 4.1  |  |  | Reference is made to Exhibits 3.1 and 3.2.                                                                                                     
|         | (1)  |         |  |  | 4.2  |  |  | Specimen Stock Certificate.                                                                                                                    
|         | (1)  |         |  |  | 4.3  |  |  | Amended and Restated Investors Rights Agreement
    by and among the Company and certain stockholders of the Company
    dated August 23, 1999.
|         | (1)  |         |  |  | 4.4  |  |  | Form of Indemnity Agreement between the Company
    and its directors and officers.                                                            
|         | (1)  |         |  |  | 4.5  |  |  | Warrant Agreement by and between ViroLogic and
    Lease Management Services, Inc. dated as of October 16,
    1996.                           
|         | (1)  |         |  |  | 4.6  |  |  | Warrant Agreement by and between ViroLogic and
    MMC/ GATX Partnership No. 1 dated as of January 30,
    1998.                               
|         | (1)  |         |  |  | 4.7  |  |  | Form of Warrant to purchase Common Stock.                                                                                                      
|         | (1)  |         |  |  | 4.8  |  |  | Form of Warrant to purchase Common Stock.                                                                                                      
|         | (1)  |         |  |  | 4.9  |  |  | Form of Warrant to purchase Series A
    Preferred Stock (automatically converted to warrants to purchase
    Common Stock in May 2000).       
|         | (1)  |         |  |  | 4.10 |  |  | Form of Warrant to purchase Series A
    Preferred Stock (automatically converted to warrants to purchase
    Common Stock in May 2000).       
|         | (1)  |         |  |  | 4.11 |  |  | Form of Warrant to purchase Series B
    Preferred Stock (automatically converted to warrants to purchase
    Common Stock in May 2000).       
|         | (1)  |        |  |  | 4.13 |  |  | Form of Stock Option Agreement under the 2000
    Equity Incentive Plan for options granted prior to May 1,
    2000.                          
|         | (1)  |        |  |  | 4.14 |  |  | Form of Stock Option Agreement Pursuant to the
    2000 Equity Incentive Plan for options granted after May 1,
    2000.                       
|         | (1)  |         |  |  | 4.15 |  |  | Form of Warrant to Purchase Series C
    Preferred Stock (automatically converted to warrants to purchase
    Common Stock in May 2000).       
|         | (6)  |         |  |  | 4.16 |  |  | Form of (Common) Stock Purchase Warrant issued to
    holders of Series A Redeemable Convertible Preferred Stock.                              
|         | (7)  |         |  |  | 4.17 |  |  | Form of (Common) Stock Purchase Warrant issued to
    holders of Series B Redeemable Convertible Preferred Stock.                              
|         | (7)  |         |  |  | 4.18 |  |  | Form of (Common) Stock Purchase Warrant issued to
    holders of Series A Redeemable Convertible Preferred Stock.                              
|         | (9)  |         |  |  | 4.19 |  |  | Form of Stock Purchase Warrant issued to
    purchasers of Series C Preferred Stock.                                                           
|         | (9)  |         |  |  | 4.20 |  |  | Form of Stock Purchase Warrant issued to
    purchasers of Series B Preferred Stock.                                                           
|         | (2)  | *       |  |  | 10.1 |  |  | Agreement with Roche Molecular Systems, Inc.
    dated July 29, 1997.                                                                          
|         | (1)  |         |  |  | 10.2 |  |  | Office Lease by and between ViroLogic and Oyster
    Point Tech Center LLC dated as of May 25, 1999.                                           
|         | (1)  |         |  |  | 10.3 |  |  | Office Lease by and between ViroLogic and
    Trammell Crow Northern California Development, Inc. dated as of
    November 23, 1999.           
|         | (1)  |         |  |  | 10.4 |  |  | Loan and Security Agreement by and between
    ViroLogic and MMC/ GATX Partnership No. 1 dated as of
    January 30, 1998.                     
|         | (1)  |        |  |  | 10.5 |  |  | Employment Agreement by and between ViroLogic and
    William D. Young dated September 29, 1999.                                               
|         | (1)  |        |  |  | 10.6 |  |  | 2000 Employee Stock Purchase Plan and related
    offering documents.                                                                          
|         | (1)  |         |  |  | 10.7 |  |  | Equipment Financing Agreement dated
    March 28, 2000 with Pentech Financial Services, Inc.                                                   
|         | (2)  |        |  |  | 10.8 |  |  | ViroLogic, Inc. 2000 Equity Incentive Plan, as
    amended.                                                                                    
|         | (3)  |        |  |  | 10.9 |  |  | Form of Executive Severance Benefits Agreement.                                                                                                



---



##### Table of Contents



|         |      |         |  |  |       |  |  |                                                                                                                                                                                                                
|-------- | ---- | ------- |  |  | ----- |  |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit  |      | Exhibit |  | 
|Footnote |      | Number  |  | 
|         |      |         |  | 
|         | (3)  |         |  |  | 10.10 |  |  | Master Lease Agreement dated September 14,
    2000 by and between ViroLogic, Inc. and General Electric Capital
    Corporation.                                                                               
|         | (4)  |         |  |  | 10.11 |  |  | Equipment Financing Agreement by and between
    ViroLogic and De Lage Landen Financial Services, Inc. dated as
    of January 29, 2001.                                                                       
|         | (5)  |         |  |  | 10.12 |  |  | Equipment Schedule No. 4 to Master
    Lease Agreement dated as of August 14, 2000 by and between
    ViroLogic and General Electric Capital Corporation.                                                      
|         | (5)  |         |  |  | 10.13 |  |  | Sublease by and between ViroLogic, Inc. and Raven
    Biotechnologies, Inc.                                                                                                                                    
|         | (6)  |         |  |  | 10.14 |  |  | First Registration Rights Agreement, dated as of
    June 29, 2001, by and between ViroLogic, Inc. and each of
    the Purchasers.                                                                             
|         | (6)  |         |  |  | 10.15 |  |  | Second Registration Rights Agreement, dated as of
    June 29, 2001 by and between ViroLogic, Inc. and each of
    the Purchasers.                                                                             
|         | (11) |         |  |  | 10.16 |  |  | Equipment Schedule No. 5 to Master
    Lease Agreement dated as of August 14, 2000 by and between
    ViroLogic and General Electric Capital Corporation.                                                      
|         | (8)  |         |  |  | 10.17 |  |  | Equipment Lease, dated as of April 21, 2002,
    by and between ViroLogic and Citicapital                                                                                                                      
|         | (8)  |         |  |  | 10.18 |  |  | Sublease, dated as of June 1, 2002, by and
    between ViroLogic, Inc. and diaDexus, Inc.                                                                                                                      
|         | (9)  |         |  |  | 10.19 |  |  | Securities Purchase Agreement, dated as of
    November 14, 2002, by and among ViroLogic, Inc. and each of
    the Purchasers.                                                                                 
|         | (9)  |         |  |  | 10.20 |  |  | Exchange Agreement, dated as of November 14,
    2002, by and among ViroLogic, Inc. and the Series B Holders.                                                                                                  
|         | (9)  |         |  |  | 10.21 |  |  | Stock Purchase Agreement, dated as of
    November 19, 2002, by and among ViroLogic, Inc. and Pfizer
    Ireland Pharmaceuticals.                                                                              
|         | (9)  |         |  |  | 10.22 |  |  | Registration Rights Agreement, dated as of
    November 19, 2002, by and between ViroLogic, Inc. and each
    of the Purchasers.                                                                               
|         | (12) |         |  |  | 10.23 |  |  | First Amendment to Sublease, dated as of
    August 21, 2003, by and between diaDexus, Inc and
    ViroLogic, Inc.                                                                                             
|         | **   |         |  |  | 23.1  |  |  | Consent of Ernst & Young LLP,
    Independent Auditors.                                                                                                                                                        
|         |      |         |  |  | 24.1  |  |  | Power of Attorney is contained on the signature
    page to Registrants Annual Report on Form 10-K for
    the year ended December 31, 2003, as filed with the
    Commission on March 26, 2004.              
|         |      |         |  |  | 31.1  |  |  | Certification of Chief Executive Officer pursuant
    to Rule 13a-14(A) or Rule 15d-14(A) promulgated under
    the Securities Exchange Act of 1934.                                                           
|         |      |         |  |  | 31.2  |  |  | Certification of Chief Financial Officer pursuant
    to Rule 13a-14(A) or Rule 15d-14(A) promulgated under
    the Securities Exchange Act of 1934.                                                           
|         | **   |         |  |  | 32.1  |  |  | Certification of Chief Executive Officer and
    Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350 and Rule 13a-14(B) or Rule 15d-14(B)
    promulgated under the Securities Exchange Act of 1934.




| |   |                                                              
| | - | -------------------------------------------------------------
| |  | Indicates management or compensatory plan or
    arrangement.



| |   |                                                                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | * | Certain confidential portions deleted pursuant to
    Order Granting Application Under the Securities Act of 1933 and
    Rule 406 Thereunder Respecting Confidential Treatment dated
    May 1, 2000.



| |    |                  
| | -- | -----------------
| | ** | Previously filed.



| |     |                                                                                                                                                                                    
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Filed as an exhibit to the Registrants
    Registration Statement on Form S-1 (No. 333-30896) or
    amendments thereto and incorporated herein by reference.                     
|
| | (2) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    September 30, 2000 and incorporated herein by reference.                       
|
| | (3) | Filed as an exhibit to the Registrants
    Annual Report on Form 10-K for the year ended
    December 31, 2000 filed with the Commission and
    incorporated herein by reference.
|
| | (4) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    March 31, 2001 and incorporated herein by reference.                           



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##### Table of Contents





| |     |                                                                                                                                                        
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------
| | (5) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2001 and incorporated herein by reference.
|
| | (6) | Filed as an exhibit to our Current Report on
    Form 8-K filed on July 6, 2001 and incorporated herein
    by reference.                              
|
| | (7) | Filed as an exhibit to our Current Report on
    Form 8-K filed on March 26, 2002 and incorporated
    herein by reference.                            
|
| | (8) | Filed as an exhibit to the Registrants
    Quarterly Report on Form 10-Q for the quarter ended
    June 30, 2002 and incorporated herein by reference.
|
| | (9) | Filed as an exhibit to our Current Report on
    Form 8-K filed on November 25, 2002 and incorporated
    herein by reference.                         



|     |                                                                                                                                                                   
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(10) | Filed as an exhibit to our Registration Statement
    on Form S-3 (No. 333-102995) and incorporated herein by
    reference.                                      
|    
|(11) | Filed as an exhibit to our Annual Report on
    Form 10-K for the year ended December 31, 2001 filed
    with the Commission and incorporated herein by reference.
|    
|(12) | Filed as an exhibit to our Quarterly Report on
    Form 10-Q for the quarter ended September 30, 2003 and
    incorporated herein by reference.