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                                                                   Exhibit 10.19

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
ASTERISKS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS
AMENDED.

                                LICENSE AGREEMENT

                                     BETWEEN

                         THE TEXAS A&M UNIVERSITY SYSTEM

                                       AND

                                 INHIBITEX, INC.

         THIS LICENSE AGREEMENT is made and entered into by and between The
Texas A&M University System (hereinafter referred to as "SYSTEM") with principal
offices in College Station, Texas, and Inhibitex, Inc. (hereinafter referred to
as "INHIBITEX"), a Delaware corporation with principal offices in Alpharetta,
Georgia.

                                   WITNESSETH:

         WHEREAS, SYSTEM is the owner, or the exclusive licensee, of certain
intellectual property related to Extracellular Matrix Binding Proteins; and

         WHEREAS, SYSTEM desires that such intellectual property should be
commercialized for the public benefit and welfare; and

         WHEREAS, INHIBITEX holds rights in related patent applications and
patents owned by SYSTEM, under a sublicense from the SYSTEM's licensee to such
related technologies, the AM Fund I, L.P.; and

         WHEREAS, in addition to value that the subject intellectual property
may hold in the production of commercial products, the intellectual property may
enhance the value of the company, and may complement other assets in the
portfolio of patent rights held by the company; and

         WHEREAS, INHIBITEX has represented that it has certain marketing,
engineering and financial capabilities, and that it shall commit itself to a
thorough and diligent program of development and commercialization of SYSTEM's
intellectual property so that the public utilization shall result therefrom; and

         WHEREAS, SYSTEM is willing to grant to INHIBITEX, and INHIBITEX is
willing to accept, a license to use SYSTEM intellectual property, upon the terms
and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual covenants and premises
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows.

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                             ARTICLE I - DEFINITIONS

1.01     "PATENT RIGHTS" shall mean the SYSTEM's rights by assignment or by
         license in the following:

         (a)      United States Patent Application 09/200,650 entitled,
                  "Extracellular Matrix-Binding Proteins from Staphylococcus
                  Aureus," filed on November 25, 1998; and

         (b)      PCT/US Application 98/25246 entitled, "Extracellular
                  Matrix-Binding Proteins from Staphylococcus Aureus," filed on
                  November 25, 1998; and

         (c)      United States Patent Application 09/095,272 entitled, "Methods
                  for Inhibiting Platelet Aggregation and Thrombosis," filed on
                  June 10, 1998; and

         (d)      United States Provisional Patent Application 60/098,449
                  entitled, "Staphylococcal Adhesions for Donor Select and Donor
                  Stimulation Strategies, "filed on August 31, 1998; converted
                  August 1999 and also filed as a PCT application in August
                  1999; and

         (e)      United States Provisional Patent Application 60/098,439
                  entitled, "Multi-component Vaccines," filed on August 31,
                  1998; converted August 1999 and also filed as a PCT
                  application in August 1999; and

         (f)      United States Provisional Patent Application 60/098,443
                  entitled, "MSCRAMMS from Staphylococcal Epidermidis as Targets
                  from Immunopreventive and Immunotherapeutic Measures," filed
                  on August 31, 1998 and refilled on January 25, 1999 as
                  Provisional Application 60/117,119 as "Polypeptides and
                  Polynucleotides from coagulase-negative staphylococci"; and

         (g)      United States Provisional Application 60/133,334 entitled,
                  "Ace, a Collagen Binding MSCRAMM for Enterococcus Faesalis as
                  a Target for Immunopreventative Therapeutic Strategies,"
                  filed May 10, 1999; and

         (h)      United States Provisional Patent Application 69/132,404 field
                  April 28, 1999 entitled, "The Fibronogen-Binding MSCRAMM
                  (ClfA) of S. Aureus Inhibits Polymorphonuclear Attachment to
                  Fibrinogen"; and

         (i)      any patent(s) issuing from the foregoing application(s); any
                  divisionals, continuations, or continuations-in-part of the
                  foregoing applications; all equivalent foreign patent
                  applications which claim priority under such application(s);
                  any patent(s) issuing from the foregoing application(s); and
                  all extensions or reissues of any such patent(s).

1.03     "LICENSED PRODUCT" or "LICENSED PRODUCTS" shall mean any product,
         process, or composition of matter which is within the scope of any
         Valid Claim under the PATENT RIGHTS. As used herein, Valid Claim shall
         mean and include a claim of an unexpired patent, or one whose
         expiration date has been extended by law, so long as such claim shall
         not have been held invalid in an unappealed or unappealable decision or
         a court or other authority of competent jurisdiction.

1.04     "EFFECTIVE DATE" shall mean the date this Agreement is executed by both
         parties hereto.

                                  Page 2 of 15

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1.05     "NET SALES" shall mean INHIBITEX's billings, or sublicensee(s)'s
         billings for sales of LICENSED PRODUCTS hereunder less the sum of the
         following:

         (a)      sales taxes, tariff duties and/or use taxes directly imposed
                  with reference to particular sales;

         (b)      outbound transportation prepaid or allowed; and

         (c)      amounts allowed or credited on returns.

         No deductions shall be made for commissions paid to individuals whether
         they are with independent sales agencies or regularly employed by
         INHIBITEX and on its payroll, or for the cost of collections. LICENSED
         PRODUCTS shall be considered "sold" when billed out or invoiced.
         Receipts from transactions which are not made at arm's length shall be
         assigned the value they would have had in similar commercial sales made
         at arm's length.

                           ARTICLE II - LICENSE GRANT

2.01     Grant. Except as outlined in paragraphs 2.02, 2.03, and 2.04, SYSTEM
         hereby grants to INHIBITEX the exclusive license and right under
         SYSTEM's rights in PATENT RIGHTS to make, have made, use, and sell the
         LICENSED PRODUCTS, and to grant sublicenses of the same scope, to the
         end of the term of this Agreement as prescribed in paragraph 7.01.

2.02     Reservation. SYSTEM, on behalf of itself, reserves an irrevocable,
         nonexclusive, nontransferable, royalty-free right to PATENT RIGHTS for
         its research and educational purposes only, and not for commercial
         purposes.

2.03     Reservation for Rice University, SYSTEM, on behalf of Rice University,
         reserves an irrevocable, nonexclusive, nontransferable, royalty-free
         right to the patent application within PATENT RIGHTS, and any
         subsequent patents issuing therefrom, identified as United States
         Patent Application 09/095,272 entitled, "Methods for Inhibiting
         Platelet Aggregation and Thrombosis," filed on June 10, 1998, for
         research and educational purposes only at Rice University and not for
         commercial purposes.

2.04     U.S. Government Rights. In light of the funding which led to the
         development of the technology described in the PATENT RIGHTS, the U.S.
         Government holds certain rights in the PATENT RIGHTS, as set forth in
         37CFR410.14(a).

                                  Page 3 of 15

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                           ARTICLE III - CONSIDERATION

3.01     Commercial Development and Sales. In consideration of the license grant
         made to INHIBITEX by SYSTEM herein, INHIBITEX agrees to use
         commercially reasonable efforts to accomplish commercial development of
         LICENSED PRODUCTS. INHIBITEX or its sublicense(s) shall record first
         NET SALES no later than December 31, 2006, unless failure to reach this
         development milestone is due to commercial circumstances beyond its
         control, such as but not limited to unforeseen delays in U.S.
         Government regulatory approval; or unexpected technical, manufacturing
         scale up, clinical trial or regulatory issues. Once product sales
         begin, INHIBITEX shall record NET SALES every consecutive Calendar
         Year.

3.02     License Fee. In light of the funding which INHIBITEX has provided for
         research at SYSTEM, and in light of the support INHIBITEX has and is
         providing for U.S and international patent protection, SYSTEM hereby
         waives any requirement for payment of a License Fee.

3.03     Running Royalty Rate. In consideration for the license granted herein,
         INHIBITEX shall remit to SYSTEM a royalty on NET SALES as follows:

         (a)      [ *** ] of NET SALES of LICENSED PRODUCTS which are claimed in
                  patents comprising PATENT RIGHTS in which SYSTEM is the sole
                  entity with authority to enter into license agreements for
                  such patent(s), either by ownership, or by assignment or
                  exclusive license; and

         (b)      [ *** ] of NET SALES of LICENSED PRODUCTS which are claimed in
                  patents comprising PATENT RIGHTS wherein SYSTEM and a second
                  party have authority to enter into license agreements for such
                  patent(s), either by ownership, or by assignment or exclusive
                  license; and

         (c)      [ *** ] of NET SALES of LICENSED PRODUCTS which are claimed in
                  patents comprising PATENT RIGHTS wherein SYSTEM and two or
                  more parties have authority to enter into license agreements
                  for such patent(s), either by ownership, or by assignment or
                  exclusive license.

3.04     Minimum Annual Consideration. In order to maintain this exclusive
         license to PATENT RIGHTS, INHIBITEX shall pay to SYSTEM Minimum Annual
         Consideration in accordance with the following schedule:

                  Calendar Years 2002 and 2003                     $20,000.00
                  Calendar Year 2004 and every year thereafter
                    through the expiration of the Agreement        $25,000.00

         In the event that the requirement for the Minimum Annual Consideration
         comes due before first NET SALES are recorded, then the Minimum Annual
         Consideration for the subject Calendar Year shall be waived as long as
         INHIBITEX is providing research support of like amount to the SYSTEM
         for the same Calendar Year. Once NET SALES

                                  Page 4 of 15

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         begins, in the event that INHIBITEX does not achieve any NET SALES
         during any specified Calendar Year, or that running royalties for the
         Calendar Year do not achieve the required minimum, INHIBITEX's royalty
         payment for the last quarter of the Calendar Year shall include payment
         of the balance needed to achieve the Minimum Annual Consideration for
         the Calendar Year. In the event that this Agreement expires of is
         terminated prior to the end of a Calendar Year, the Minimum Annual
         Consideration shall be prorated for that year.

3.05     Patent Expense Reimbursement. As additional consideration for the
         license granted herein, INHIBITEX shall reimburse SYSTEM for its
         documented expenses incurred after the EFFECTIVE DATE in the
         prosecution and maintenance of the PATENT RIGHTS as further described
         in Article VI. Reimbursement of SYSTEM documented expenses shall be
         provided by INHIBITEX to SYSTEM no later than thirty (30) days
         following INHIBITEX's receipt of SYSTEM's statement of expenses.

3.06     Research Sponsorship. INHIBITEX shall provide to The Institute of
         Biosciences and Technology of The Texas A&M University System Health
         Science Center, a component of SYSTEM, research funding of [ *** ] for
         the period September 1, 1999 through August 31, 2000. INHIBITEX may,
         but is not required to, annually renew the research contract, subject
         to approval of a Statement of Work and Budget to be submitted for its
         consideration.

                             ARTICLE IV- SUBLICENSES

4.01     Sublicenses. INHIBITEX may grant sublicenses hereunder to persons,
         firms or corporations under such terms and conditions as it may
         arrange. As set forth in paragraph 1.05, sales made by sublicense(s)
         shall be subject to the royalty set forth in paragraph 3.03. Beginning
         on January 1, 2006, or when INHIBITEX first becomes profitable as
         determined by generally accepted accounting principles, whichever comes
         first, if INHIBITEX negotiates for up-front license fees or other fees
         for the grant of a sublicense to PATENT RIGHTS in addition to royalty
         consideration, or receives periodic fee payments after this date, then
         INHIBITEX shall provide to SYSTEM [ *** ] of the portion of such fees
         recorded from such sublicense that are attributable to PATENT RIGHTS.
         The portion attributable to the PATENT RIGHTS shall be determined
         mutually and in good faith. Any payments due to SYSTEM under this
         paragraph 4.01 shall be included with INHIBITEX's payments and reports
         under the provisions of ARTICLE VI hereof for the quarterly period in
         which any such considerations are received by INHIBITEX.

4.02     Reporting. INHIBITEX shall notify SYSTEM of the grant of sublicense to
         any third party and shall provide SYSTEM with copies of all executed
         sublicenses and of such sublicensee's quarterly reports as are
         pertinent to calculation of SYSTEM's consideration hereunder.

                                  Page 5 of 15

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4.03     Non-cash transactions. INHIBITEX shall not accept anything of value in
         lieu of money payment under a sublicense without the express written
         consent of SYSTEM.

4.04     Sublicense obligations. INHIBITEX agrees that any sublicenses granted
         by it shall provide that the obligations to SYSTEM of Article X, and
         paragraphs 12.02 and 12.03 of this Agreement shall be binding upon the
         sublicensee(s) as if it were a party to this Agreement. INHIBITEX
         further agrees to include or attach copies of these Articles and
         paragraphs to sublicense agreements.

                               ARTICLE V - PATENTS

5.01     Patent Filing and Prosecution. SYSTEM shall prosecute to completion the
         U.S. Patent Applications identified in and comprising PATENT RIGHTS.
         "Prosecution to completion" shall mean prosecution of the original and
         any continuing or divisional applications to issuance or to a final
         rejection. SYSTEM is not required to, but may at its discretion, pursue
         an appeal to the Board of Patent Appeals and Interferences, or the
         Federal Circuit Courts, or similar action in foreign countries. SYSTEM
         shall maintain any U.S. patent resulting from the prosecution described
         hereinabove. In the event that INHIBITEX determines not to continue
         reimbursement of SYSTEM's expenses for the prosecution to completion or
         maintenance of U.S. Patent Applications comprising PATENT RIGHTS,
         INHIBITEX will inform SYSTEM of its decision in sufficient time for
         SYSTEM to make decisions regarding its desire to continue prosecution.
         In such case, SYSTEM shall have the right to continue the prosecution
         or maintenance at its own expense. However, any such applications or
         patents funded by SYSTEM thereafter shall be excluded from PATENT
         RIGHTS.

5.02     Foreign Patent Applications. At its sole discretion and expense,
         INHIBITEX may authorize SYSTEM to file and prosecute foreign patent
         applications corresponding to U.S. patent applications filed pursuant
         to paragraph 5.01.

         (a)      Election not to file. INHIBITEX will inform SYSTEM no later
                  than nine (9) months following the date of filing of such U.S.
                  applications as to its selection of foreign countries in which
                  it desires SYSTEM to seek corresponding patent protection. The
                  SYSTEM shall then have the right to file corresponding foreign
                  patent applications at its own expense in those foreign
                  countries not selected by INHIBITEX. However, such
                  applications filed at SYSTEM's expense shall be excluded from
                  PATENT RIGHTS.

         (b)      Prosecution and Maintenance of Foreign Patents. Should
                  INHIBITEX select a country in which to file corresponding
                  foreign patent applications(s) and subsequently elects not to
                  continue to reimburse the SYSTEM for its diligent prosecution
                  and maintenance of such foreign patent(s) or patent
                  application(s), it shall so notify the SYSTEM at least three
                  (3) months prior to taking (or not taking) any action which
                  would result in abandonment, withdrawal or lapse of

                                  Page 6 of 15

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                  such foreign patent(s) or application(s). The SYSTEM shall
                  then have the right to continue maintenance of prosecution of
                  such foreign patent(s) or application(s) at its own expense.
                  However, expenses incurred prior to the point of INHIBITEX
                  taking (or not taking) such action shall remain the
                  responsibility of LICENSEE and such foreign patent(s) or
                  applications(s) shall be excluded from PATENT RIGHTS.

5.03     Financial Responsibility. INHIBITEX, upon receipt of a supporting
         invoice from SYSTEM, shall reimburse SYSTEM for all expenses incurred
         by SYSTEM in filing, prosecuting, and maintaining the aforementioned
         patent application(s) and patent(s) under the PATENT RIGHTS, in
         accordance with paragraphs 5.01, and 5.02, hereinabove. INHIBITEX shall
         provide payment as reimbursement of SYSTEM's documented expenses
         incurred in filing, prosecuting or maintaining patent application(s) or
         patent(s) as described hereinabove within thirty (30) days of receipt
         of SYSTEM's supporting invoice.

5.04     Information. SYSTEM shall keep INHIBITEX promptly and fully informed of
         the course of patent prosecution or other proceedings. SYSTEM shall
         disclose to INHIBITEX the complete texts of all patent applications
         filed by SYSTEM under the PATENT RIGHTS as well as all information
         received concerning office actions, the institution or possible
         institution of any interference, opposition, re-examination, reissue,
         revocation, nullification or any other official proceeding involving
         PATENT RIGHTS. SYSTEM shall provide to INHIBITEX the timely and
         reasonable opportunity to provide input to the development of the
         patent application and any official proceedings thereafter.

                        ARTICLE VI - PAYMENTS AND REPORTS

6.01     When Royalty Payments are due. Royalty Payments shall be made
         quarterly. Royalty Payments shall be made to SYSTEM, in College
         Station, Texas, not later than sixty (60) days after the last day of
         the calendar quarter in which they accrue.

6.02     Royalty reports. With each quarterly payment, INHIBITEX shall provide a
         royalty and sales report with sufficient details to allow SYSTEM to
         calculate the royalty due that quarter. No quarterly reports are due
         until sales of LICENSED PRODUCTS begin. After product sales begin,
         quarterly reports shall be provided even if no royalties accrued during
         the quarter.

6.03     Currency. Payments shall be in United States dollars. If any currency
         conversion shall be required in connection with the payment of
         royalties hereunder, such conversion shall be made using the exchange
         rate prevailing at the Chase Manhattan Bank (N.A.) on the last business
         day of the calendar quarter reporting period to which royalty payments
         relate.

                                  Page 7 of 15

<PAGE>

6.04     Inspection of books and records. At its own expense, SYSTEM may
         annually inspect INHIBITEX's books and records as needed to determine
         royalties payable. INHIBITEX shall maintain such books and records for
         at least three (3) years following the dates of the underlying
         transactions. Any such inspections shall be in confidence and conducted
         during ordinary business hours, and SYSTEM will provide INHIBITEX prior
         notice of two (2) weeks before making such inspections. SYSTEM may
         employ a Certified Public Accountant for this purpose.

6.05     Interest charges. Overdue royalty payments shall bear interest until
         payment at a per annum rate five percent (5%) above the prime rate in
         effect at the Chase Manhattan Bank (N.A.) on the due date or the
         highest rate allowed by law, whichever is lower. The payment of such
         interest shall not foreclose SYSTEM from exercising any other rights it
         may have as a consequence of the lateness of any payment.

6.06     Commercialization Report. Within sixty (60) days following the close of
         each Calendar Year, INHIBITEX shall deliver to SYSTEM a written report
         as to INHIBITEX's efforts and accomplishments during the preceding year
         in commercializing LICENSED PRODUCTS, as well as its commercialization
         plans for the coming year.

                            ARTICLE VII- TERMINATION

7.01     Expiration. This Agreement, unless sooner terminated as provided
         herein, shall remain in effect until (a) failure of SYSTEM to obtain
         one or more issued patent under PATENT RIGHTS, (b) expiration of the
         last to expire patent(s) under the PATENT RIGHTS, or (c) final and
         unappealed determination by a court of competent jurisdiction that all
         patent applications and patents comprising PATENT RIGHTS are invalid
         and unenforceable.

7.02     Termination by INHIBITEX. INHIBITEX may terminate this Agreement by
         providing written notice to SYSTEM at least sixty (60) days before the
         termination is to take effect.

7.03     Termination by SYSTEM. If INHIBITEX defaults in making payments under
         this Agreement or otherwise materially breaches this Agreement, SYSTEM
         may give INHIBITEX written notice of the breach. INHIBITEX shall have a
         period of sixty (60) days from receipt of the notice to cure the
         breach. If INHIBITEX does not cure the breach within this period,
         SYSTEM may terminate this Agreement by giving written notice of its
         election to do so.

7.04     Financial condition. If INHIBITEX: (a) ceases to carry on its business,
         (b) becomes "insolvent" (as such term is defined in the United States
         Bankruptcy Code, as amended from time to time), (c) fails to pay its
         debts in the ordinary course of business under conditions indicating
         insolvency, or (d) voluntarily seeks, consents to or acquiesces in the
         benefits of any bankruptcy or similar debtor-relief laws, then SYSTEM
         may terminate this Agreement without prejudice to any other remedy to
         which SYSTEM may be entitled

                                  Page 8 of 15

<PAGE>

         at law or in equity or elsewhere under this Agreement, by giving
         written notice of termination to INHIBITEX.

7.05     Return of rights. Should this Agreement be terminated under paragraphs
         7.02, 7.03, or 7.04 above, any and all rights, licenses and claims
         hereunder shall be returned by INHIBITEX to SYSTEM.

7.06     Return of Rights in Individual Technologies. INHIBITEX and SYSTEM
         recognize and acknowledge that PATENT RIGHTS may claim technologies
         that ultimately may comprise more than one potential commercial
         product. Furthermore, INHIBITEX and SYSTEM recognize that INHIBITEX, in
         its normal business operations, may choose to pursue development and
         commercialization of one or more potential products with greater
         diligence than other, including but not limited abandonment of pursuit
         of commercialization of one or more technologies claimed in PATENT
         TIHTS. Furthermore, while SYSTEM recognizes the importance of the body
         of related technologies to INGIBITEX'S business and development
         efforts, SYSTEM's public mission requires that it assure that potential
         products are developed to the maximum public benefit. Accordingly, at
         any time following the second anniversary of EFFECTIVE DATE, in the
         event that SYSTEM believes that INHIBITEX has failed to devote
         reasonable business efforts to the development and commercialization of
         certain technology or products claimed in one of more of the patents
         comprising PATENT RIGHTS, it may send notice to INHIBITEX requesting
         that the License Agreement be amended to return to SYSTEM those rights
         previously granted to INHIBITEX in such enumerated PATENT RIGHTS.
         INHIBITEX shall consider SYSTEM's request in good faith and unless it
         can prove diligence consistent with reasonable judgement in business
         developments for the cited technology or product claimed in such
         enumerated PATENT RIGHTS, shall return such SYSTEM's rights in such
         PATENT RIGHTS to SYSTEM, the parties shall submit the question to
         non-binding arbitration. It is understood that the principles set forth
         in this paragraph 7.06 are applicable to one or more patent
         applications or patents, and not to individual claims of the patent
         applications or patents; as further clarification, diligence respecting
         any claim of a subject patent application or patent would constitute
         diligence to the patent application or patent as a whole.

7.07     Other matters surviving termination. All accrued obligations and
         claims, including royalty obligations and claims or causes of action
         for breach of this Agreement, shall survive termination of this
         Agreement. Obligations of confidentiality shall survive termination of
         this Agreement. This section controls in the case of a conflict with
         any other section of this Agreement.

                                  Page 9 of 15

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               ARTICLE VIII - ENFORCEMENT OF LICENSED TECHNOLOGY.

8.01     Notice of infringement. SYSTEM and INHIBITEX shall promptly notify one
         another in writing of any alleged infringement of any PATENT RIGHTS.
         Within thirty (30) days after receipt of such notice, SYSTEM and
         INHIBITEX shall meet and formulate a strategy for resolving the alleged
         infringement.

8.02     Legal process. INHIBITEX shall have the right, but no obligation, to
         pursue legal process to redress the alleged infringement. Upon SYSTEM's
         written consent, INHIBITEX may bring such process in the name of SYSTEM
         and may make SYSTEM a party plaintiff or otherwise appropriate
         participant in such process. In the event that INHIBITEX desires to
         bring such process in the name of SYSTEM, INHIBITEX shall pay SYSTEM's
         legal expenses incurred in bringing such process in the name of SYSTEM,
         and shall indemnify SYSTEM against any order for costs that may be made
         against SYSTEM as a result of SYSTEM being named as a party in such
         proceedings. In the event SYSTEM elects to participate substantively in
         the litigation it shall do so at its own expense.

8.03     Monetary Recovery. Any monetary recovery for an infringement in a suit
         brought by INHIBITEX shall be applied in the following manner: first,
         to INHIBITEX's documented legal expenses; second, [ *** ] to INHIBITEX
         and [ *** ] to SYSTEM.

8.04     Cooperation. SYSTEM and INHIBITEX shall cooperate in any legal process
         concerning alleged infringement of PATENT RIGHTS. Each party shall, to
         the fullest extent possible, make available its employees, records,
         information and the like as relevant to the legal process.

8.05     Action by licensor. Should INHIBITEX choose not to pursue legal action
         to redress the alleged infringement, SYSTEM may do so at its own
         expense. Any monetary recovery resulting from pursuit of redress solely
         by SYSTEM shall be considered SYSTEM's recovery with no obligations to
         INHIBITEX.

                   ARTICLE IX - OBLIGATIONS OF CONFIDENTIALITY

9.01     Confidential information identified. These obligations of
         confidentiality cover all information which any party to this Agreement
         discloses to the other party, provided that the information concerns or
         arises out of this Agreement and is made in a written document marked
         "Confidential." This information is called the "CONFIDENTIAL
         INFORMATION" in this section. However, the following classes of
         information are specifically excluded from this definition of
         "CONFIDENTIAL INFORMATION":

         (a)      Information which is available to the public at the time it is
                  disclosed,

                                  Page 10 of 15

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         (b)      Information which becomes available to the public without a
                  breach of this Agreement,

         (c)      Information which the recipient already possesses at the time
                  it is disclosed,

         (d)      Information which is internally developed by the recipient
                  independently of and wholly without knowledge of the
                  CONFIDENTIAL INFORMATION, and

         (e)      Information which is lawfully disclosed to the recipient by a
                  third party which makes such disclosure without a breach of
                  any secrecy Agreement.

9.02     Secrecy. The recipient shall hold the CONFIDENTIAL INFORMATION in
         confidence and shall not disclose it nor permit it to be disclosed to
         any other party, with the exception that INHIBITEX may disclose
         CONFIDENTIAL INFORMATION disclosed by SYSTEM hereunder to sublicense(s)
         or potential sublicensee(s), consultants, its Board of Directors and
         Scientific Advisory Boards as long such parties agree to be bound by
         similar terms of confidentiality. The recipient shall use the
         CONFIDENTIAL INFORMATION solely for the purposes of this Agreement. The
         recipient's obligation to maintain the CONFIDENTIAL INFORMATION in
         confidence shall expire after five (5) years from the date of
         disclosure.

9.03     Governmental Disclosure. It is understood and agreed that the recipient
         of any CONFIDENTIAL INFORMATION shall not be precluded from disclosing
         such CONFIDENTIAL INFORMATION if such disclosure is made in response to
         a valid order of a court or other governmental body of the United
         States or any political subdivision thereof, or by order of the
         Attorney General of the State of Texas; provided, however, that the
         recipient first shall have given notice to the disclosing party
         sufficient to allow the other party to seek protection from such order.
         Furthermore, it is understood and agreed that nothing in this Agreement
         shall prevent either party from disclosing information to the United
         States or any State of foreign government, or to any agency or
         representative thereof, which is required to be disclosed by law or
         regulation or to satisfy any governmental regulation relating to the
         use of the LICENSED PRODUCTS. It is understood and agreed that
         disclosure of CONFIDENTIAL INFORMATION may be made to the U.S. Patent
         and Trademark Office, and to comparable foreign offices, for purposes
         of securing and prosecuting patent application(s) under the PATENT
         RIGHTS.

9.04     Protective Measures. To protect the confidentiality of the CONFIDENTIAL
         INFORMATION, the recipient shall take the same measure which it takes
         to protect the confidentiality of its own confidential information, and
         shall take those measures which a prudent business person would take to
         protect valuable, secret, proprietary information.

                                  Page 11 of 15

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            ARTICLE X - LIABILITY, INDEMNIFICATION & REPRESENTATIONS

10.01    Patent Infringement Indemnification. INHIBITEX shall at all times
         during the term of this Agreement and thereafter, indemnify, defend and
         hold harmless SYSTEM, Rice University, their regents, officers,
         employees, and affiliates, against any claim, proceeding, demand,
         liability, or expense (including legal expenses and reasonable
         attorney's fees) which relates to any action brought by a third party
         alleging infringement of a domestic or foreign patent as a result of
         the activities of INHIBITEX or sublicensee(s) under this Agreement.

10.02    Product Liability and Indemnification. INHIBITEX shall at all times
         during the term of this Agreement and thereafter, indemnify, defend and
         hold harmless SYSTEM, Rice University, their regents, officers,
         employees, and affiliates, against any claim, proceeding, demand,
         liability, or expenses (including legal expenses and reasonable
         attorney's fees) which relates to injury to persons or property, or
         against any other claim, proceeding, demand, expense and liability of
         any kind whatsoever resulting from the production, manufacture, sale,
         use, lease, consumption or advertisement of LICENSED PRODUCTS or
         arising from any obligation of INHIBITEX or sublicensee(s) under this
         Agreement.

10.03    Representation. SYSTEM represents that it owns and has title, either
         solely or jointly, to the PATENT RIGHTS, or holds a license to the
         PATENT RIGHTS, and has the full right and power to grant the license to
         its interests in such PATENT RIGHTS as set forth in paragraph 2.01, and
         that there are no outstanding agreements, assignments, or encumbrances
         inconsistent with the provisions of this Agreement. SYSTEM MAKES NO
         OTHER REPRESENTATIONS AND EXTENDS NO OTHER WARRANTIES OF ANY KIND,
         EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
         MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DOES SYSTEM
         ASSUME ANY OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL
         PROPERTY RIGHTS OR ANY OTHER RIGHTS OF THIRD PARTIES DUE TO INHIBITEX'S
         ACTIVITIES UNDER THIS AGREEMENT.

10.04    Representation Regarding AtheroGenics, Inc. SYSTEM represents that it
         previously entered into a Letter Agreement with AtheroGenics, Inc.,
         wherein AtheroGenics, Inc. funded U.S. Patent Application 06/049,333
         (converted to U.S. Patent Application 09/095,272) as consideration for
         an option to negotiate for rights in any resulting patents. By letter
         dated August 19, 1998, a copy of which is included as Exhibit A hereto,
         AtheroGenics, Inc. has requested that SYSTEM instead license the
         subject intellectual property to INHIBITEX.

10.05    Representation Regarding Rice University. SYSTEM represents that is has
         entered into a Memorandum of Agreement dated September 10, 1998 with
         Rice University wherein Rice University has licensed its interest in
         U.S. Patent Application 09/095,272 to the SYSTEM.

                                  Page 12 of 15

<PAGE>

10.06    Representation Regarding BioResearch Ireland. SYSTEM represents that a
         subset of PATENT RIGHTS is jointly owned by BioResearch Ireland, and
         that SYSTEM has not secured exclusive licenses to the rights of
         BioResearch Ireland in such jointly owned PATENT RIGHTS. SYSTEM has
         received communication from INHIBITEX that such rights of BioResearch
         Ireland have been licensed directly between the parties, such
         arrangement confirmed by BioResearch Ireland in letter dated December
         7, 1999, and included as Attachment B hereto.

10.07    Representation Regarding United States Provisional Application
         60/133,334. SYSTEM represents that continued development and
         improvement of the technology comprising United States Provisional
         Application 60/133,334, entitled, "Ace, a Collagen Binding MSCRAMM for
         Enterococcus Faesalis as a Target for Immuno-preventative Therapeutic
         Strategies," may involve collaboration with researchers at the
         University of Texas Health Science Center at Houston, Texas ("Center").
         Furthermore, at such time as the subject provisional patent may be
         converted to a full utility patent, inventors from the Center may be
         included as co-inventors for the subject technology. In such case,
         while the SYSTEM would seek to obtain exclusive rights in the Center's
         interest in such technology through a Memorandum of Understanding
         ("MOU") with the Center, the SYSTEM makes no representation that such
         MOU will be certain or that it will succeed in obtaining exclusive
         interest in the Center's rights in any such patent application.

                              ARTICLE XI - NOTICES

11.01    Notices. Payments, notices, or other communications required by this
         Agreement shall be sufficiently made or given if mailed by certified
         First Class United States mail, postage pre-paid, or by commercial
         carrier (e.g., Federal Express, Airborne, etc.) when such carrier
         maintains receipt or record of delivery, addressed to the address
         stated below, or to the last address specified in writing by the
         intended recipient.

         (a)      If to SYSTEM:

                  Executive Director
                  Technology Licensing Office
                  The Texas A&M University System
                  310 WERC
                  College Station, Texas 77843-3369

         (b)      If to INHIBITEX:

                  William D. Johnston, Ph.D.
                  President and CEO
                  Inhibitex. Inc.
                  8995 Westside Parkway
                  Alpharetta, GA 30004

                                  Page 13 of 15

<PAGE>

                     ARTICLE XII - MISCELLANEOUS PROVISIONS

12.01    Export Controls. It is understood that SYSTEM is subject to United
         States laws and regulations controlling the export of technical data,
         computer software, laboratory prototypes and other commodities, and
         that its obligations hereunder are contingent on compliance with
         applicable United States export laws and regulations. The transfer of
         certain technical data and commodities may require a license from the
         cognizant agency of the United States Government and/or written
         assurances by INHIBITEX that INHIBITEX shall not export data or
         commodities to certain foreign countries without prior approval of such
         agency. SYSTEM neither represents that a license shall not be required
         nor that, if required, it shall be issued.

12.02    Non-Use of Names. INHIBITEX shall not use the names of The Texas A&M
         University System, Rice University, nor of any of their employees or
         components, nor any adaptation thereof, in any advertising, promotional
         or sales literature without the prior written consent obtained from
         SYSTEM in each case, except that INHIBITEX may state that it is
         licensed by SYSTEM under one or more of the patents and/or applications
         comprising the PATENT RIGHTS.

12.03    Trademarks. INHIBITEX shall have the right to select, own and use its
         own trademark(s) on the LICENSED PRODUCTS. However, nothing herein
         shall be construed as granting to INHIBITEX any license or other right
         under any trade name, trademark, or service mark owned or licensed by
         SYSTEM. Conversely, SYSTEM shall have no rights to trade names,
         trademarks, or service marks owned by INHIBITEX.

12.04    Assignment of this Agreement. This Agreement, with the rights and
         privileges that it creates, is assignable only with the written consent
         of both parties.

12.05    Funding. It is understood that royalty and other payments due SYSTEM as
         specified in Article III are just returns to SYSTEM in consideration of
         the grant made to INHIBITEX, and shall not be construed in any manner
         to be funding for additional research.

12.06    Force majeure. Each party shall be excused from any breach of this
         Agreement, which is proximately caused by government regulation, war,
         strike, act of God, or other similar circumstance normally deemed
         outside the control of well-managed businesses.

12.07    Execution and modification. This Agreement will become binding only
         when signed by both parties. It may be modified or amended only by a
         writing signed by the parties.

12.08    Entire Agreement. This Agreement contains the entire understanding of
         the parties with respect to the PATENT RIGHTS and supersedes all other
         written and oral agreements between the parties with respect to the
         PATENT RIGHTS.

                                  Page 14 of 15

<PAGE>

12.09    Headings. Headings appear solely for convenience of reference. Such
         headings are not part of this Agreement and shall not be used to
         construe it.

12.10    Provisions. If any provision or provisions of this Agreement shall be
         held to be invalid, illegal, or unenforceable, the validity, legality
         and enforceability of the remaining provisions shall not in any way be
         affected or impaired thereby.

         IN WITNESS WHEREOF, the parties have caused this Agreement to become
effective as of the date last executed below by a signatory to this Agreement.

INHIBITEX, INC.                           THE TEXAS A&M UNIVERSITY SYSTEM

   /s/ William D. Johnston                   /s/ Tom D. Kale
----------------------------------        -------------------------------------
William D. Johnston                       Tom D. Kale
President & CEO                           Vice Chancellor for Business Services

Date: 1/19/00                             Date: 2/4/00

                                  Page 15 of 15