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                                                                   EXHIBIT 10.32

                          IDENIX PHARMACEUTICALS, INC.

                            2004 STOCK INCENTIVE PLAN

1.    Purpose

      The purpose of this 2004 Stock Incentive Plan (the "Plan") of Idenix
Pharmaceuticals, a Delaware corporation (the "Company"), is to advance the
interests of the Company's stockholders by enhancing the Company's ability to
attract, retain and motivate persons who make (or are expected to make)
important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better
aligning the interests of such persons with those of the Company's stockholders.
Except where the context otherwise requires, the term "Company" shall include
any of the Company's present or future parent or subsidiary corporations as
defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder (the "Code") and any other
business venture (including, without limitation, joint venture or limited
liability company) in which the Company has a controlling interest, as
determined by the Board of Directors of the Company (the "Board").

2.    Eligibility

      All of the Company's employees, officers, directors, consultants and
advisors are eligible to be granted options, restricted stock awards, or other
stock-based awards (each, an "Award") under the Plan. Each person who has been
granted an Award under the Plan shall be deemed a "Participant."

3.    Administration and Delegation

      (a)   Administration by the Compensation Committee. Unless otherwise
determined by the Board, the Plan will be administered by the Compensation
Committee of the Board, provided, however, both the Compensation Committee and
the Board shall each have authority to grant Awards and to adopt, amend and
repeal such administrative rules, guidelines and practices relating to the Plan
as it shall deem advisable. The Board and the Compensation Committee may correct
any defect, supply any omission or reconcile any inconsistency in the Plan or
any Award in the manner and to the extent it shall deem expedient to carry the
Plan into effect and it shall be the sole and final judge of such expediency.
All decisions by the Board and/or the Compensation Committee shall be made in
their respective sole discretion and shall be final and binding on all persons
having or claiming any interest in the Plan or in any Award. No director or
person acting pursuant to the authority delegated to the Compensation Committee
shall be liable for any action or determination relating to or under the Plan
made in good faith. References in the Plan to the Compensation Committee shall
be deemed references to the Board to the extent such reference is being made in
connection with a grant of an Award by the Board.

      (b)   Appointment of Committees. To the extent permitted by applicable
law, the Compensation Committee may delegate any or all of its powers under the
Plan to one or more committees or subcommittees of the Compensation Committee (a
"Committee"). All references in the Plan to the "Compensation Committee " shall
mean the Compensation Committee or a Committee of the Compensation Committee to
the extent that the Compensation Committee 's powers or authority under the Plan
have been delegated to such Committee.

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4.    Stock Available for Awards

      (a)   Number of Shares. Subject to adjustment under Section 8, Awards may
be made under the Plan for up to 800,000 shares of common stock, $0.001 par
value per share, of the Company (the "Common Stock"). In addition to the
foregoing limitation, no more than 300,000 shares of Common Stock (subject to
adjustment pursuant to Section 9 hereof) may be issued pursuant to all Awards
other than Options and SARs (each as defined herein). If any Award expires or is
terminated, surrendered or canceled without having been fully exercised or is
forfeited in whole or in part (including as the result of shares of Common Stock
subject to such Award being repurchased by the Company at the original issuance
price pursuant to a contractual repurchase right) or results in any Common Stock
not being issued, the unused Common Stock covered by such Award shall again be
available for the grant of Awards under the Plan, subject, however, in the case
of Incentive Stock Options, to any limitations under the Code. Shares issued
under the Plan may consist in whole or in part of authorized but unissued shares
or treasury shares.

      (b)   Per-Participant Limit. Subject to adjustment under Section 8, for
Options and SARs granted after the Common Stock is registered under the
Securities Exchange Act of 1934 (the "Exchange Act"), the maximum number of
shares of Common Stock with respect to which Awards may be granted to any
Participant under the Plan shall be 800,000 per calendar year. The
per-Participant limit described in this Section 4(b) shall be construed and
applied consistently with Section 162(m) of the Code ("Section 162(m)").

5.    Stock Options

      (a)   General. The Compensation Committee may grant options to purchase
Common Stock (each, an "Option") and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the
conditions and limitations applicable to the exercise of each Option, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable. An Option which is not intended to be an
Incentive Stock Option (as hereinafter defined) shall be designated a
"Nonstatutory Stock Option."

      (b)   Incentive Stock Options. An Option that the Compensation Committee
intends to be an "incentive stock option" as defined in Section 422 of the Code
(an "Incentive Stock Option") shall only be granted to employees of Idenix
Pharmaceuticals, Inc., and its present or future parent or subsidiary
corporations as defined in Sections 424(e) or (f) of the Code, and any other
entities the employees of which are eligible to receive Incentive Stock Options
under the Code, and shall be subject to and shall be construed consistently with
the requirements of Section 422 of the Code. The Company shall have no liability
to a Participant, or any other party, if an Option (or any part thereof) that is
intended to be an Incentive Stock Option is not an Incentive Stock Option.

      (c)   Exercise Price. The Compensation Committee shall establish the
exercise price at the time each Option is granted and specify it in the
applicable option agreement, provided, however, in no event shall the exercise
price be less than the fair market value of the Company's Common Stock on the
date of grant as determined by (or in a manner approved by) the Compensation
Committee in good faith ("Fair Market Value").

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      (d)   Duration of Options. Each Option shall be exercisable at such times
and subject to such terms and conditions as the Compensation Committee may
specify in the applicable option agreement, provided that the duration of any
such Option shall not exceed 10 years.

      (e)   Exercise of Option. Options may be exercised by delivery to the
Company of a written notice of exercise signed by the proper person or by any
other form of notice (including electronic notice) approved by the Compensation
Committee together with payment in full as specified in Section 5(f) for the
number of shares for which the Option is exercised.

      (f)   Payment Upon Exercise. Common Stock purchased upon the exercise of
an Option granted under the Plan shall be paid for as follows:

            (1)   in cash or by check, payable to the order of the Company;

            (2)   except as the Compensation Committee may, in its sole
discretion, otherwise provide in an option agreement, by (i) delivery of an
irrevocable and unconditional undertaking by a creditworthy broker to deliver
promptly to the Company sufficient funds to pay the exercise price and any
required tax withholding or (ii) delivery by the Participant to the Company of a
copy of irrevocable and unconditional instructions to a creditworthy broker to
deliver promptly to the Company cash or a check sufficient to pay the exercise
price and any required tax withholding;

            (3)   when the Common Stock is registered under the Exchange Act, by
delivery of shares of Common Stock owned by the Participant valued at their Fair
Market Value, provided (i) such method of payment is then permitted under
applicable law and (ii) such Common Stock, if acquired directly from the
Company, was owned by the Participant at least six months prior to such
delivery;

            (4)   to the extent permitted by applicable law and by the
Compensation Committee , in its sole discretion by payment of such other lawful
consideration as the Compensation Committee may determine; or

            (5)   by any combination of the above permitted forms of payment.

      (g)   Substitute Options. In connection with a merger or consolidation of
an entity with the Company or the acquisition by the Company of property or
stock of an entity, the Compensation Committee may grant Options in substitution
for any options or other stock or stock-based awards granted by such entity or
an affiliate thereof. Substitute Options may be granted on such terms as the
Compensation Committee deems appropriate in the circumstances, notwithstanding
any limitations on Options contained in the other sections of this Section 5 or
in Section 2.

6.    Restricted Stock

      (a)   Grants. The Compensation Committee may grant Awards entitling
recipients to acquire shares of Common Stock, subject to the right of the
Company to repurchase all or part of such shares at their issue price or other
stated or formula price (or to require forfeiture of such shares if issued at no
cost) from the recipient in the event that conditions specified by the
Compensation Committee in the applicable Award are not satisfied prior to the
end of the applicable restriction period or periods established by the
Compensation Committee for such Award (each, a "Restricted Stock Award").

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      (b)   Terms and Conditions. The Compensation Committee shall determine the
terms and conditions of any such Restricted Stock Award, including the
conditions for repurchase (or forfeiture) and the issue price, if any.

      (c)   Stock Certificates. Any stock certificates issued in respect of a
Restricted Stock Award shall be registered in the name of the Participant and,
unless otherwise determined by the Compensation Committee , deposited by the
Participant, together with a stock power endorsed in blank, with the Company (or
its designee). At the expiration of the applicable restriction periods, the
Company (or such designee) shall deliver the certificates no longer subject to
such restrictions to the Participant or if the Participant has died, to the
beneficiary designated, in a manner determined by the Compensation Committee ,
by a Participant to receive amounts due or exercise rights of the Participant in
the event of the Participant's death (the "Designated Beneficiary"). In the
absence of an effective designation by a Participant, Designated Beneficiary
shall mean the Participant's estate.

7.    Stock Appreciation Rights.

      (a)   Nature of Stock Appreciation Rights. A Stock Appreciation Right, or
SAR, is an Award entitling the holder on exercise to receive an amount in cash
or Common Stock or a combination thereof (such form to be determined by the
Compensation Committee ) determined in whole or in part by reference to
appreciation, from and after the date of grant, in the fair market value of a
share of Common Stock. SARs may be based solely on appreciation in the fair
market value of Common Stock or on a comparison of such appreciation with some
other measure of market growth such as (but not limited to) appreciation in a
recognized market index. The date as of which such appreciation or other measure
is determined shall be the exercise date unless another date is specified by the
Compensation Committee in the SAR Award. The exercise price of a SAR shall in no
event be less than the Fair Market Value of the Common Stock on the date of
grant. The duration of a SAR shall not exceed 10 years.

      (b)   Grants. Stock Appreciation Rights may be granted in tandem with, or
independently of, Options granted under the Plan.

      (c)   Rules Applicable to Tandem Awards. When Stock Appreciation Rights
are expressly granted in tandem with Options, (i) the Stock Appreciation Right
will be exercisable only at such time or times, and to the extent, that the
related Option is exercisable and will be exercisable in accordance with the
procedure required for exercise of the related Option; (ii) the Stock
Appreciation Right will terminate and no longer be exercisable upon the
termination or exercise of the related Option, except that a Stock Appreciation
Right granted with respect to less than the full number of shares covered by an
Option will not be reduced until the number of shares as to which the related
Option has been exercised or has terminated exceeds the number of shares not
covered by the Stock Appreciation Right; (iii) the Option will terminate and no
longer be exercisable upon the exercise of the related Stock Appreciation Right;
and (iv) the Stock Appreciation Right will be transferable only with the related
Option.

      (d)   Exercise of Independent Stock Appreciation Rights. A Stock
Appreciation Right not expressly granted in tandem with an Option will become
exercisable at such time or times, and on such conditions, as the Compensation
Committee may specify in the SAR Award.

      (e)   Exercise. Any exercise of a Stock Appreciation Right must be in
writing, signed by the proper person and delivered or mailed to the Company,
accompanied by any other documents required by the Compensation Committee.

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8.    Other Stock-Based Awards

      Other Awards of shares of Common Stock, and other Awards that are valued
in whole or in part by reference to, or are otherwise based on, shares of Common
Stock or other property, may be granted hereunder to Participants ("Other Stock
Unit Awards"), including without limitation Awards entitling recipients to
receive shares of Common Stock to be delivered in the future. Such Other Stock
Unit Awards shall also be available as a form of payment in the settlement of
other Awards granted under the Plan or as payment in lieu of compensation to
which a Participant is otherwise entitled. Other Stock Unit Awards may be paid
in shares of Common Stock or cash, as the Compensation Committee shall
determine. Subject to the provisions of the Plan, the Compensation Committee
shall determine the conditions of each Other Stock Unit Awards, including any
purchase price applicable thereto. At the time any Award is granted, the
Compensation Committee may provide that, at the time Common Stock would
otherwise be delivered pursuant to the Award, the Participant will instead
receive an instrument evidencing the Participant's right to future delivery of
the Common Stock.

9.    Adjustments for Changes in Common Stock and Certain Other Events

      (a)   Changes in Capitalization. In the event of any stock split, reverse
stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization
or event, or any distribution to holders of Common Stock other than an ordinary
cash dividend, (i) the number and class of securities available under this Plan,
(ii) the per-Participant limit set forth in Section 4(b), (iii) the number and
class of securities and exercise price per share subject to each outstanding
Option, (iv) the repurchase price per share subject to each outstanding
Restricted Stock Award, and (v) the share- and per-share-related provisions of
each outstanding Stock Appreciation Right and Other Stock Unit Award, shall be
appropriately adjusted by the Company (or substituted Awards may be made, if
applicable) to the extent the Compensation Committee shall determine, in good
faith, that such an adjustment (or substitution) is necessary and appropriate.
If this Section 9(a) applies and Section 9(c) also applies to any event, Section
9(c) shall be applicable to such event, and this Section 9(a) shall not be
applicable.

      (b)   Liquidation or Dissolution. In the event of a proposed liquidation
or dissolution of the Company, the Compensation Committee shall upon written
notice to the Participants provide that all then unexercised Options will (i)
become exercisable in full as of a specified time at least 10 business days
prior to the effective date of such liquidation or dissolution and (ii)
terminate effective upon such liquidation or dissolution, except to the extent
exercised before such effective date. The Compensation Committee may specify the
effect of a liquidation or dissolution on any Restricted Stock Award or other
Award granted under the Plan at the time of the grant of such Award.

      (c)   Reorganization Events

            (1)   Definition. A "Reorganization Event" shall mean: (a) any
                  merger or consolidation of the Company with or into another
                  entity as a result of which all of the Common Stock of the
                  Company is converted into or exchanged for the right to
                  receive cash, securities or other property or (b) any exchange
                  of all of the Common Stock of the Company for cash, securities
                  or other property pursuant to a share exchange transaction.

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            (2)   Consequences of a Reorganization Event on Options. Upon the
                  occurrence of a Reorganization Event, or the execution by the
                  Company of any agreement with respect to a Reorganization
                  Event, the Compensation Committee shall provide that all
                  outstanding Options shall be assumed, or equivalent options
                  shall be substituted, by the acquiring or succeeding
                  corporation (or an affiliate thereof). For purposes hereof, an
                  Option shall be considered to be assumed if, following
                  consummation of the Reorganization Event, the Option confers
                  the right to purchase, for each share of Common Stock subject
                  to the Option immediately prior to the consummation of the
                  Reorganization Event, the consideration (whether cash,
                  securities or other property) received as a result of the
                  Reorganization Event by holders of Common Stock for each share
                  of Common Stock held immediately prior to the consummation of
                  the Reorganization Event (and if holders were offered a choice
                  of consideration, the type of consideration chosen by the
                  holders of a majority of the outstanding shares of Common
                  Stock); provided, however, that if the consideration received
                  as a result of the Reorganization Event is not solely common
                  stock of the acquiring or succeeding corporation (or an
                  affiliate thereof), the Company may, with the consent of the
                  acquiring or succeeding corporation, provide for the
                  consideration to be received upon the exercise of Options to
                  consist solely of common stock of the acquiring or succeeding
                  corporation (or an affiliate thereof) equivalent in fair
                  market value to the per share consideration received by
                  holders of outstanding shares of Common Stock as a result of
                  the Reorganization Event.

      Notwithstanding the foregoing, if the acquiring or succeeding corporation
(or an affiliate thereof) does not agree to assume, or substitute for, such
Options, then the Compensation Committee shall, upon written notice to the
Participants, provide that all then unexercised Options will become exercisable
in full as of a specified time prior to the Reorganization Event and will
terminate immediately prior to the consummation of such Reorganization Event,
except to the extent exercised by the Participants before the consummation of
such Reorganization Event; provided, however, that in the event of a
Reorganization Event under the terms of which holders of Common Stock will
receive upon consummation thereof a cash payment for each share of Common Stock
surrendered pursuant to such Reorganization Event (the "Acquisition Price"),
then the Compensation Committee may instead provide that all outstanding Options
shall terminate upon consummation of such Reorganization Event and that each
Participant shall receive, in exchange therefor, a cash payment equal to the
amount (if any) by which (A) the Acquisition Price multiplied by the number of
shares of Common Stock subject to such outstanding Options (whether or not then
exercisable), exceeds (B) the aggregate exercise price of such Options. To the
extent all or any portion of an Option becomes exercisable solely as a result of
the first sentence of this paragraph, upon exercise of such Option the
Participant shall receive shares subject to a right of repurchase by the Company
or its successor at the Option exercise price. Such repurchase right (1) shall
lapse at the same rate as the Option would have become exercisable under its
terms and (2) shall not apply to any shares subject to the Option that were
exercisable under its terms without regard to the first sentence of this
paragraph.

            (3)   Consequences of a Reorganization Event on Restricted Stock
                  Awards. Upon the occurrence of a Reorganization Event, the
                  repurchase and other rights of the Company under each
                  outstanding Restricted Stock Award shall inure to the benefit
                  of the Company's successor and shall apply to the cash,
                  securities or other property which the Common Stock was
                  converted into or exchanged for

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                  pursuant to such Reorganization Event in the same manner and
                  to the same extent as they applied to the Common Stock subject
                  to such Restricted Stock Award.

            (4)   Consequences of a Reorganization Event on Other Awards. The
                  Compensation Committee shall specify the effect of a
                  Reorganization Event on any other Award granted under the Plan
                  at the time of the grant of such Award.

10.   General Provisions Applicable to Awards

      (a)   Transferability of Awards. Except as the Compensation Committee may
otherwise determine or provide in an Award, Awards shall not be sold, assigned,
transferred, pledged or otherwise encumbered by the person to whom they are
granted, either voluntarily or by operation of law, except by will or the laws
of descent and distribution, and, during the life of the Participant, shall be
exercisable only by the Participant. References to a Participant, to the extent
relevant in the context, shall include references to authorized transferees.

      (b)   Documentation. Each Award shall be evidenced in such form (written,
electronic or otherwise) as the Compensation Committee shall determine. Each
Award may contain terms and conditions in addition to those set forth in the
Plan.

      (c)   Compensation Committee Discretion. Except as otherwise provided by
the Plan, each Award may be made alone or in addition or in relation to any
other Award. The terms of each Award need not be identical, and the Compensation
Committee need not treat Participants uniformly.

      (d)   Termination of Status. The Compensation Committee shall, in the
applicable agreement with respect to an Award, determine the effect on an Award
of the disability, death, retirement, authorized leave of absence or other
change in the employment or other status of a Participant and the extent to
which, and the period during which, the Participant, the Participant's legal
representative, conservator, guardian or Designated Beneficiary may exercise
rights under the Award.

      (e)   Withholding. Each Participant shall pay to the Company, or make
provision satisfactory to the Compensation Committee for payment of, any taxes
required by law to be withheld in connection with Awards to such Participant no
later than the date of the event creating the tax liability. Except as the
Compensation Committee may otherwise provide in an Award, when the Common Stock
is registered under the Exchange Act, Participants may satisfy such tax
obligations in whole or in part by delivery of shares of Common Stock, including
shares retained from the Award creating the tax obligation, valued at their Fair
Market Value; provided, however, that the total tax withholding where stock is
being used to satisfy such tax obligations cannot exceed the Company's minimum
statutory withholding obligations (based on minimum statutory withholding rates
for federal and state tax purposes, including payroll taxes, that are applicable
to such supplemental taxable income). The Company may, to the extent permitted
by law, deduct any such tax obligations from any payment of any kind otherwise
due to a Participant.

      (f)   Amendment of Award. The Compensation Committee may amend, modify or
terminate any outstanding Award, including but not limited to, substituting
therefor another Award of the same or a different type, changing the date of
exercise or realization, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participant's consent to such
action shall be required unless

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the Compensation Committee determines that the action, taking into account any
related action, would not materially and adversely affect the Participant.

      (g)   Conditions on Delivery of Stock. The Company will not be obligated
to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all
conditions of the Award have been met or removed to the satisfaction of the
Company, (ii) in the opinion of the Company's counsel, all other legal matters
in connection with the issuance and delivery of such shares have been satisfied,
including any applicable securities laws and any applicable stock exchange or
stock market rules and regulations, and (iii) the Participant has executed and
delivered to the Company such representations or agreements as the Company may
consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.

      (h)   Acceleration. The Compensation Committee may at any time provide
that any Award shall become immediately exercisable in full or in part, free of
some or all restrictions or conditions, or otherwise realizable in full or in
part, as the case may be.

11.   Miscellaneous

      (a)   No Right To Employment or Other Status. No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to continued employment or any other
relationship with the Company. The Company expressly reserves the right at any
time to dismiss or otherwise terminate its relationship with a Participant free
from any liability or claim under the Plan, except as expressly provided in the
applicable Award.

      (b)   No Rights As Stockholder. Subject to the provisions of the
applicable Award, no Participant or Designated Beneficiary shall have any rights
as a stockholder with respect to any shares of Common Stock to be distributed
with respect to an Award until becoming the record holder of such shares.
Notwithstanding the foregoing, in the event the Company effects a split of the
Common Stock by means of a stock dividend and the exercise price of and the
number of shares subject to such Option are adjusted as of the date of the
distribution of the dividend (rather than as of the record date for such
dividend), then an optionee who exercises an Option between the record date and
the distribution date for such stock dividend shall be entitled to receive, on
the distribution date, the stock dividend with respect to the shares of Common
Stock acquired upon such Option exercise, notwithstanding the fact that such
shares were not outstanding as of the close of business on the record date for
such stock dividend.

      (c)   Effective Date and Term of Plan. The Plan shall become effective on
the date on which it is adopted by the Compensation Committee . No Awards shall
be granted under the Plan after the completion of ten years from the earlier of
(i) the date on which the Plan was adopted by the Compensation Committee or (ii)
the date the Plan was approved by the Company's stockholders, but Awards
previously granted may extend beyond that date.

      (d)   Amendment of Plan. The Compensation Committee may amend, suspend or
terminate the Plan or any portion thereof at any time, provided that to the
extent required by Section 162(m), no Award granted to a Participant that is
intended to comply with Section 162(m) after the date of such amendment shall
become exercisable, realizable or vested, as applicable to such Award, unless
and until such amendment shall have been approved by the Company's stockholders
as required by Section 162(m) (including the vote required under Section
162(m)).

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      (e)   Authorization of Sub-Plans. The Compensation Committee may from time
to time establish one or more sub-plans under the Plan for purposes of
satisfying applicable blue sky, securities or tax laws of various jurisdictions.
The Compensation Committee shall establish such sub-plans by adopting
supplements to this Plan containing (i) such limitations on the Compensation
Committee 's discretion under the Plan as the Compensation Committee deems
necessary or desirable or (ii) such additional terms and conditions not
otherwise inconsistent with the Plan as the Compensation Committee shall deem
necessary or desirable. All supplements adopted by the Compensation Committee
shall be deemed to be part of the Plan, but each supplement shall apply only to
Participants within the affected jurisdiction and the Company shall not be
required to provide copies of any supplement to Participants in any jurisdiction
which is not the subject of such supplement.

      (f)   Governing Law. The provisions of the Plan and all Awards made
hereunder shall be governed by and interpreted in accordance with the laws of
the State of Delaware, without regard to any applicable conflicts of law.

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                        APPROVED BY THE BOARD OF DIRECTORS ON FEBRUARY 20, 2004

                        APPROVED BY THE STOCKHOLDERS ON [_____], 2004

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