Form of Warrant issued to Trilogy Capital Partners, Inc.


     

     

    Exhibit
      4.1

     

    NEITHER
      THESE WARRANTS NOR THE COMMON STOCK ISSUABLE UPON EXERCISE OF THESE WARRANTS
      HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
      OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD, PLEDGED OR
      TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH
      SECURITIES UNDER THE ACT OR UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS
      AVAILABLE.

    
       

       

       

      
        	
                1,000,000
                  Warrants

              	
                December
                  12, 2005

              


      

      


      FERMAVIR
        PHARMACEUTICALS, INC.

      


      WARRANTS

      


      


      


      FermaVir
        Pharmaceuticals, Inc., a Florida corporation (“FMVR”),
        certifies that, for value received, Trilogy Capital Partners, Inc.
        (“Trilogy”),
        or
        registered assigns (the “Holder”),
        is
        the owner of One Million (1,000,000) Warrants of FMVR (the “Warrants”).
        Each
        Warrant entitles the Holder to purchase from FMVR at any time prior to the
        Expiration Date (as defined below) one share of the common stock of FMVR
        (the
“Common
        Stock”)
        for
        $1.50 per share (the “Exercise
        Price”),
        on
        the terms and conditions hereinafter provided. The Exercise Price and the
        number
        of shares of Common Stock purchasable upon exercise of each Warrant are subject
        to adjustment as provided in this Certificate. 

       

      1. Vesting;
        Expiration Date; Exercise

       

      1.1 Vesting.
        The Warrants shall vest and become exercisable as of the date of this
        Certificate.

       

      1.2 Expiration
        Date. The Warrants shall expire on December 11, 2008 (the “Expiration
        Date”).

       

      1.3 Manner
        of Exercise. The Warrants are exercisable by delivery to FMVR of the
        following (the “Exercise
        Documents”):
        (a)
        this Certificate (b) a written notice of election to exercise the Warrants;
        and
        (c) payment of the Exercise Price in cash, by check or by “net” exercise as
        contemplated by Section 1.4 of this Certificate. Within three business days
        following receipt of the foregoing, FMVR shall execute and deliver to the
        Holder: (a) a certificate or certificates representing the aggregate number
        of
        shares of Common Stock purchased by the Holder, and (b) if less than all
        of the
        Warrants evidenced by this Certificate are exercised, a new certificate
        evidencing the Warrants not so exercised.

       

      1.4 Net
        Exercise. In lieu of the payment methods set forth in Section 1.3 above, the
        Holder may elect to exchange all or some of the Warrant for the number of
        shares
        of Common Stock computed using the following formula:

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      X
        = Y
        (A-B)

      A

       

      Where
        X =
        the number of shares of Common Stock to be issued to Holder.

       

      Y
        = the
        number of shares of Common Stock purchasable under the Warrants being exchanged
        (as adjusted to the date of such calculation).

       

      A
        = the
        Market Price on the date of receipt by FMVR of the exercise
        documents.

       

      B
        = the
        Exercise Price of the Warrants being exchanged (as adjusted in accordance
        with
        the terms of Section 2 hereof).

       

      The
        “Market
        Price”
on
        any
        trading day shall be deemed to be the last reported sale price of the Common
        Stock on such day, or, in the case no such reported sales take place on such
        day, the last reported sale price on the preceding trading day on which there
        was a last reported sales price, as officially reported by the principal
        securities exchange in which the shares of Common Stock are listed or admitted
        to trading or by the Nasdaq Stock Market, or if the Common Stock is not listed
        or admitted to trading on any national securities exchange or the Nasdaq
        Stock
        Market, the last sale price, or if there is no last sale price, the closing
        bid
        price, as furnished by the National Association of Securities Dealers, Inc.
        (such as through the OTC Bulletin Board) or a similar organization or if
        Nasdaq
        is no longer reporting such information. If the Market Price cannot be
        determined pursuant to the sentence above, the Market Price shall be determined
        in good faith (using customary valuation methods) by the Board of Directors
        of
        FMVR based on the information best available to it, including recent arms-length
        sales of Common Stock to unaffiliated persons.

       

      1.5 Warrant
        Exercise Limitation. Notwithstanding any other provision of this Agreement,
        if as of the date of exercise FMVR has a class of securities registered under
        Section 12 of the Securities Exchange Act of 1934, as amended, Holder may
        not
        exercise Warrants under this Section 1 to the extent that immediately following
        such exercise Holder would beneficially own 5% or more of the outstanding
        Common
        Stock of FMVR. For this purpose, a representation of the Holder that following
        such exercise it would not beneficially own 5% or more of the outstanding
        Common
        Stock of FMVR shall be conclusive and binding upon FMVR.

       

      1.6 Restriction
        on “Net” Exercise. Notwithstanding any other provision of this Certificate,
        Holder shall only be permitted to effect a “net” exercise of the Warrants if on
        the date of exercise (a) the Holder has not been provided an opportunity
        to
        include the shares of Common Stock issuable upon exercise of the Warrants
        in a
        Registration Statement pursuant to Section 9.2; or (b) (i) the Holder has
        been
        provided an opportunity to include the shares of Common Stock issuable upon
        the
        exercise of the Warrants in a Registration Statement pursuant to Section
        9.2,
        (ii) Holder has notified the Company that it wishes to include such shares
        in
        such Registration Statement, and (iii) Holder is not then permitted to sell
        the
        shares underlying the Warrants pursuant to such Registration Statement.


       

      2.  
        Adjustments
        of Exercise Price and Number and Kind of Conversion Shares

       

      2.1 In
        the
        event that FMVR shall at any time hereafter (a) pay a dividend in Common
        Stock
        or securities convertible into Common Stock; (b) subdivide or split its
        outstanding Common Stock; (c) combine its outstanding Common Stock into a
        smaller number of shares; then the number of shares to

       

      
        
          
          

        

        
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      be
        issued
        immediately after the occurrence of any such event shall be adjusted so that
        the
        Holder thereafter may receive the number of shares of Common Stock it would
        have
        owned immediately following such action if it had exercised the Warrants
        immediately prior to such action and the Exercise Price shall be adjusted
        to
        reflect such proportionate increases or decreases in the number of
        shares.

       

      2.2 In
        case
        of any reclassification of the outstanding shares of Common Stock (other
        than a
        change covered by Section 2.1 hereof or a change which solely affects the
        par
        value of such shares) or in the case of any merger or consolidation or merger
        in
        which FMVR is not the continuing corporation and which results in any
        reclassification or capital reorganization of the outstanding shares), the
        Holder shall have the right thereafter (until the Expiration Date) to receive
        upon the exercise hereof, for the same aggregate Exercise Price payable
        hereunder immediately prior to such event, the kind and amount of shares
        of
        stock or other securities or property receivable upon such reclassification,
        capital reorganization, merger or consolidation, by a Holder of the number
        of
        shares of Common Stock obtainable upon the exercise of the Warrants immediately
        prior to such event; and if any reclassification also results in a change
        in
        shares covered by Section 2.1, then such adjustment shall be made pursuant
        to
        both this Section 2.2 and Section 2.1 (without duplication). The provisions
        of
        this Section 2.2 shall similarly apply to successive reclassifications, capital
        reorganizations and mergers or consolidations, sales or other
        transfers.

       

      3.  
        Reservation
        of Shares. FMVR
        shall at all times reserve and keep available out of its authorized but unissued
        shares of Common Stock, such number of shares of Common Stock as shall from
        time
        to time be issuable upon exercise of the Warrants. If at any time the number
        of
        authorized but unissued shares of Common Stock shall not be sufficient to
        permit
        the exercise of the Warrants, FMVR shall promptly seek such corporate action
        as
        may necessary to increase its authorized but unissued shares of Common Stock
        to
        such number of shares as shall be sufficient for such purpose.

       

      4.  
        Certificate
        as to Adjustments. In
        each case of any adjustment in the Exercise Price, or number or type of shares
        issuable upon exercise of these Warrants, the Chief Financial Officer of
        FMVR
        shall compute such adjustment in accordance with the terms of these Warrants
        and
        prepare a certificate setting forth such adjustment and showing in detail
        the
        facts upon which such adjustment is based, including a statement of the adjusted
        Exercise Price. FMVR shall promptly send (by facsimile and by either first
        class
        mail, postage prepaid or overnight delivery) a copy of each such certificate
        to
        the Holder.

       

      5.  
        Loss
        or Mutilation. Upon
        receipt of evidence reasonably satisfactory to FMVR of the ownership of and
        the
        loss, theft, destruction or mutilation of this Certificate, and of indemnity
        reasonably satisfactory to it, and (in the case of mutilation) upon surrender
        and cancellation of these Warrants, FMVR will execute and deliver in lieu
        thereof a new Certificate of like tenor as the lost, stolen, destroyed or
        mutilated Certificate.

       

      6.  
        Representations
        and Warranties of FMVR. FMVR
        hereby represents and warrants to Holder that:

       

      6.1 Due
        Authorization. All corporate action on the part of FMVR, its officers,
        directors and shareholders necessary for (a) the authorization, execution
        and
        delivery of, and the performance of all obligations of FMVR under, these
        Warrants, and (b) the authorization, issuance, reservation for issuance and
        delivery of all of the Common Stock issuable upon exercise of these Warrants,
        has been duly taken. These Warrants constitute a valid and binding obligation
        of
        FMVR enforceable in accordance with their

       

      
        
          
          

        

        
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      terms,
        subject, as to enforcement of remedies, to applicable bankruptcy, insolvency,
        moratorium, reorganization and similar laws affecting creditors’ rights
        generally and to general equitable principles.

       

      6.2 Organization.
        FMVR is a corporation duly organized, validly existing and in good standing
        under the laws of the State referenced in the first paragraph of this
        Certificate and has all requisite corporate power to own, lease and operate
        its
        property and to carry on its business as now being conducted and as currently
        proposed to be conducted.

       

      6.3 Valid
        Issuance of Stock. Any shares of Common Stock issued upon exercise of these
        Warrants will be duly and validly issued, fully paid and
        non-assessable.

       

      6.4 Governmental
        Consents. All consents, approvals, orders, authorizations or registrations,
        qualifications, declarations or filings with any federal or state governmental
        authority on the part of FMVR required in connection with the consummation
        of
        the transactions contemplated herein have been obtained.

       

      7.  
        Representations
        and Warranties of Trilogy.
        Trilogy hereby represents and warrants to FMVR that:

       

      7.1 Trilogy
        is acquiring the Warrants for its own account, for investment purposes
        only.

       

      7.2 Trilogy
        understands that an investment in the Warrants involves a high degree of
        risk,
        and Trilogy has the financial ability to bear the economic risk of this
        investment in the Warrants, including a complete loss of such investment.
        Trilogy has adequate means for providing for its current financial needs
        and has
        no need for liquidity with respect to this investment.

       

      7.3 Trilogy
        has such knowledge and experience in financial and business matters that
        it is
        capable of evaluating the merits and risks of an investment in the Warrants
        and
        in protecting its own interest in connection with this transaction.

       

      7.4 Trilogy
        understands that the Warrants have not been registered under the Securities
        Act
        of 1933, as amended (the “Securities
        Act”)
        or
        under any state securities laws. Trilogy is familiar with the provisions
        of the
        Securities Act and Rule 144 thereunder and understands that the restrictions
        on
        transfer on the Warrants may result in Trilogy being required to hold the
        Warrants for an indefinite period of time.

       

      7.5 Trilogy
        agrees not to sell, transfer, assign, gift, create a security interest in,
        or
        otherwise dispose of, with or without consideration (collectively, “Transfer”)
        any of
        the Warrants except pursuant to an effective registration statement under
        the
        Securities Act or an exemption from registration. As a further condition
        to any
        such Transfer, except in the event that such Transfer is made pursuant to
        an
        effective registration statement under the Securities Act, if in the reasonable
        opinion of counsel to FMVR any Transfer of the Warrants by the contemplated
        transferee thereof would not be exempt from the registration and prospectus
        delivery requirements of the Securities Act, FMVR may require the contemplated
        transferee to furnish FMVR with an investment letter setting forth such
        information and agreements as may be reasonably requested by FMVR to ensure
        compliance by such transferee with the Securities Act.

       

      
        
          
          

        

        
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      8.  
        Notices
        of Record Date

       

      In
        the
        event:

       

      8.1 FMVR
        shall take a record of the holders of its Common Stock (or other stock or
        securities at the time receivable upon the exercise of these Warrants), for
        the
        purpose of entitling them to receive any dividend or other distribution,
        or any
        right to subscribe for or purchase any shares of stock of any class or any
        other
        securities or to receive any other right; or

       

      8.2 of
        any
        consolidation or merger of FMVR with or into another corporation, any capital
        reorganization of FMVR, any reclassification of the capital stock of FMVR,
        or
        any conveyance of all or substantially all of the assets of FMVR to another
        corporation in which holders of FMVR’s stock are to receive stock, securities or
        property of another corporation; or

       

      8.3 of
        any
        voluntary dissolution, liquidation or winding-up of FMVR; or

       

      8.4 of
        any
        redemption or conversion of all outstanding Common Stock;

       

      then,
        and
        in each such case, FMVR will mail or cause to be mailed to the Holder a notice
        specifying, as the case may be, (a) the date on which a record is to be taken
        for the purpose of such dividend, distribution or right, or (b) the date
        on
        which such reorganization, reclassification, consolidation, merger, conveyance,
        dissolution, liquidation, winding-up, redemption or conversion is to take
        place,
        and the time, if any is to be fixed, as of which the holders of record of
        Common
        Stock (or such stock or securities as at the time are receivable upon the
        exercise of these Warrants), shall be entitled to exchange their shares of
        Common Stock (or such other stock or securities), for securities or other
        property deliverable upon such reorganization, reclassification, consolidation,
        merger, conveyance, dissolution, liquidation or winding-up. FMVR shall use
        all
        reasonable efforts to ensure such notice shall be delivered at least 15 days
        prior to the date therein specified. 

       

      9.  
        Registration
        Rights.
        

       

      9.1 Definitions.
        For purposes of this Section 9, the following terms shall have the meanings
        set
        forth below:

       

      9.1.1  
        A
        “Blackout
        Event”
means
        any of the following: (a) the possession by FMVR of material information
        that is
        not ripe for disclosure in a registration statement or prospectus, as determined
        reasonably and in good faith by the Chief Executive Officer or the Board
        of
        Directors of FMVR or that disclosure of such information in the Registration
        Statement or the prospectus constituting a part thereof would be materially
        detrimental to the business and affairs of FMVR; or (b) any material engagement
        or activity by FMVR which would, in the reasonable and good faith determination
        of the Chief Executive Officer or the Board of Directors of FMVR, be materially
        adversely affected by disclosure in a registration statement or prospectus
        at
        such time. 

       

      9.1.2  
        “Exchange
        Act”
shall
        mean the Securities Exchange Act of 1934, as amended.

       

      
        
          
          

        

        
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      9.1.3  
        “Included
        Shares”
shall
        mean any Registrable Shares included in a Registration.

       

      9.1.4  
        “Registrable
        Shares”
shall
        mean the shares of Common Stock (or such stock or securities as at the time
        are
        receivable upon the exercise of these Warrants) issuable upon exercise of
        the
        Warrants and any other warrants and or other securities issued to Trilogy
        in
        connection with performing investor relations services for FMVR, and shares
        or
        securities issued as a result of stock split, stock dividend or reclassification
        of such shares.

       

      9.1.5  
        “Registration”
shall
        mean a registration of securities under the Securities Act pursuant to Section
        9.2 or 9.3 of this Agreement. 

       

      9.1.6  
        “Registration
        Period”
with
        respect to any Registration Statement the period commencing the effective
        date
        of the Registration Statement and ending upon withdrawal or termination of
        the
        Registration Statement.

       

      9.1.7  
        “Registration
        Statement”
shall
        mean the registration statement, as amended from time to time, filed with
        the
        SEC in connection with a Registration. 

       

      9.1.8  
        “SEC”
shall
        mean the Securities and Exchange Commission.

       

      9.2 Demand
        Registration. No later than January
        26, 2006, FMVR shall prepare and file with the SEC a Registration Statement
        for
        the purpose of registering the sale of the Registrable Shares under the
        Securities Act, and shall use its commercially reasonable efforts to cause
        the
        Registration Statement to become effective within 60 days of the date of
        filing.
Once
        effective, FMVR shall prepare and file with the SEC such amendments and
        supplements to the Registration Statement and the prospectus forming a part
        thereof as may be necessary to keep the Registration Statement effective
        until
        the earliest date on which (a) all the Included Shares have been disposed
        of
        pursuant to the Registration Statement, or (b) all of the Included Shares
        then
        held by Holder may be sold under the provisions of Rule 144 without limitation
        as to volume, whether pursuant to Rule 144(k) or otherwise. 

       

      9.3 Piggyback
        Registration. Unless the Registrable Shares are then included in a
        Registration Statement or can be sold under the provisions of Rule 144 without
        limitation as to volume, whether pursuant to Rule 144(k) or otherwise, if
        FMVR
        shall determine to register any Common Stock under the Securities Act for
        sale
        in connection with a public offering of Common Stock (other than pursuant
        to an
        employee benefit plan or a merger, acquisition or similar transaction), FMVR
        will give written notice thereof to Holder and will include in such Registration
        Statement any of the Registrable Shares which Holder may request be included
        (“Included
        Shares”)
        by a
        writing delivered to FMVR within 15 days after the notice given by FMVR to
        Holder; provided, however, that if the offering is to be firmly underwritten,
        and the representative of the underwriters of the offering refuse in writing
        to
        include in the offering all of the shares of Common Stock requested by FMVR
        and
        others, the shares to be included shall be allocated first to FMVR and any
        shareholder who initiated such Registration and then among the others based
        on
        the respective number of shares of Common Stock held by such persons. If
        FMVR
        decides not to, and does not, file a Registration Statement with respect
        to such
        Registration, or after filing determines to withdraw the same before the
        effective date thereof, FMVR will promptly so inform Holder, and FMVR will
        not
        be obligated to complete the registration of the Included Shares included
        therein. 

       

      9.4 Certain
        Covenants. In connection with any Registration: 

       

      
        
          
          

        

        
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      9.4.1  
        FMVR
        shall take all lawful action such that the Registration Statement, any amendment
        thereto and the prospectus forming a part thereof does not contain an untrue
        statement of a material fact or omit to state a material fact required to
        be
        stated therein or necessary to make the statements therein, in light of the
        circumstances under which they are made, not misleading. Upon becoming aware
        of
        the occurrence of any event or the discovery of any facts during the
        Registration Period that make any statement of a material fact made in the
        Registration Statement or the related prospectus untrue in any material respect
        or which material fact is omitted from the Registration Statement or related
        prospectus that requires the making of any changes in the Registration Statement
        or related prospectus so that it will not contain any untrue statement of
        a
        material fact or omit to state a material fact necessary to make the statements
        therein, in light of the circumstances under which they are made, not misleading
        (taking into account any prior amendments or supplements), FMVR shall promptly
        notify Holder, and, subject to the provisions of Section 9.5, as soon as
        reasonably practicable prepare (but, subject to Section 9.5, in no event
        more
        than five business days in the case of a supplement or seven business days
        in
        the case of a post-effective amendment) and file with the SEC a supplement
        or
        post-effective amendment to the Registration Statement or the related prospectus
        or file any other required document so that, as thereafter delivered to a
        purchaser of Shares from Holder, such prospectus will not contain any untrue
        statement of a material fact or omit to state a material fact necessary to
        make
        the statements therein, in light of the circumstances under which they were
        made, not misleading.

       

      9.4.2  
        At
        least
        three business days prior to the filing with the SEC of the Registration
        Statement (or any amendment thereto) or the prospectus forming a part thereof
        (or any supplement thereto), FMVR shall provide draft copies thereof to Holder
        and shall consider incorporating into such documents such comments as Holder
        (and its counsel) may propose to be incorporated therein. Notwithstanding
        the
        foregoing, no prospectus supplement, the form of which has previously been
        provided to Holder, need be delivered in draft form to Holder.

       

      9.4.3  
        FMVR
        shall promptly notify Holder upon the occurrence of any of the following
        events
        in respect of the Registration Statement or the prospectus forming a part
        thereof: (a) the receipt of any request for additional information from the
        SEC
        or any other federal or state governmental authority, the response to which
        would require any amendments or supplements to the Registration Statement
        or
        related prospectus; (b) the issuance by the SEC or any other federal or state
        governmental authority of any stop order suspending the effectiveness of
        the
        Registration Statement or the initiation of any proceedings for that purpose;
        or
        (c) the receipt of any notification with respect to the suspension of the
        qualification or exemption from qualification of any of the Shares for sale
        in
        any jurisdiction or the initiation or threatening of any proceeding for such
        purpose.

       

      9.4.4  
        FMVR
        shall furnish to Holder with respect to the Included Shares registered under
        the
        Registration Statement (and to each underwriter, if any, of such Shares)
        such
        number of copies of prospectuses and such other documents as Holder may
        reasonably request, in order to facilitate the public sale or other disposition
        of all or any of the Included Shares by Holder pursuant to the Registration
        Statement.

       

      9.4.5  
        In
        connection with any registration pursuant to Section 9.2, FMVR shall file
        or
        cause to be filed such documents as are required to be filed by FMVR for
        normal
        Blue Sky clearance in states specified in writing by Holder; provided,
        however,
        that
        FMVR shall not be required to qualify to do business or consent to service
        of
        process in any jurisdiction in which it is not now so qualified or has not
        so
        consented.

       

      
        
          
          

        

        
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      9.4.6  
        FMVR
        shall bear and pay all expenses incurred by it and Holder (other than
        underwriting discounts, brokerage fees and commissions and fees and expenses
        of
        more than one law firm) in connection with the registration of the Shares
        pursuant to the Registration Statement. 

       

      9.4.7  
        As
        a
        condition to including Registrable Shares in a Registration Statement, Holder
        must provide to FMVR such information regarding itself, the Registrable Shares
        held by it and the intended method of distribution of such Shares as shall
        be
        required to effect the registration of the Registrable Shares and, if the
        offering is being underwritten, Holder must provide such powers of attorney,
        indemnities and other documents as may be reasonably requested by the managing
        underwriter.

       

      9.4.8 Following
        the effectiveness of the Registration Statement, upon receipt from FMVR of
        a
        notice that the Registration Statement contains an untrue statement of material
        fact or omits to state any material fact required to be stated therein or
        necessary to make the statements therein not misleading in light of the
        circumstances under which they were made, Holder will immediately discontinue
        disposition of Included Shares pursuant to the Registration Statement until
        FMVR
        notifies Holder that it may resume sales of Included Shares and, if necessary,
        provides to Holder copies of the supplemental or amended prospectus.


       

      9.5
        Blackout
        Event. FMVR shall not be obligated to file a post-effective amendment or
        supplement to the Registration Statement or the prospectus constituting a
        part
        thereof during the continuance of a Blackout Event; provided, however, that
        no
        Blackout Event may be deemed to exist for more than 60 days. Without the
        express
        written consent of Holder, if required to permit the continued sale of Shares
        by
        Holder, a post-effective amendment or supplement to Registration Statement
        or
        the prospectus constituting a part thereof must be filed no later than the
        61st
        day
        following commencement of a Blackout Event.

       

      9.6 Rule
        144. With a view to making available to Holder the benefits of Rule 144,
        FMVR agrees, until such time as Holder can sell all remaining Registrable
        Shares
        under the provisions Rule 144(k), to:

       

      9.6.1.1       
        comply
        with the provisions of paragraph (c)(1) of Rule 144; and

       

      9.6.1.2       
        file
        with
        the SEC in a timely manner all reports and other documents required to be
        filed
        by FMVR pursuant to Section 13 or 15(d) under the Exchange Act; and, if at
        any
        time it is not required to file such reports but in the past had been required
        to or did file such reports, it will, upon the request of a Purchaser, make
        available other information as required by, and so long as necessary to permit
        sales of its Shares pursuant to, Rule 144.

       

      9.7 FMVR
        Indemnification. FMVR agrees to indemnify and hold harmless Holder, and its
        officers, directors and agents, and
        each
        person, if any, who controls Holder within the meaning of Section 15 of the
        Securities Act or Section 20 of the Exchange Act from and against any and
        all
        losses, claims, damages and liabilities caused by (a) any violation or alleged
        violation by FMVR of the Securities Act, Exchange Act, any state securities
        laws
        or any rule or regulation promulgated under the Securities Act, Exchange
        Act or
        any state securities laws, (b) any untrue statement or alleged untrue statement
        of a material fact contained in any registration statement or prospectus
        relating to the Included Shares (as amended or supplemented if FMVR shall
        have
        furnished any amendments or supplements thereto) or any preliminary prospectus,
        or (c) caused by any omission or alleged omission to state therein a
        material

       

      
        
          
          

        

        
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      fact
        required to be stated therein or necessary to make the statements therein
        not
        misleading in light of the circumstances under which they were made, except
        insofar as such losses, claims, damages or liabilities are caused by any
        such
        untrue statement or omission or alleged untrue statement or omission based
        upon
        information furnished in writing to FMVR by Holder or on Holder’s behalf
        expressly for use therein.

       

      9.8 Holder
        Indemnification. Holder agrees to indemnify and hold harmless FMVR, its
        officers, directors and agents and each person, if any, who controls FMVR
        within
        the meaning of either Section 15 of the Securities Act or Section 20 of the
        Exchange Act to the same extent as the foregoing indemnity from FMVR to Holder,
        but only with respect to information furnished in writing by Holder or on
        Holder’s behalf expressly for use in any registration statement or prospectus
        relating to the Registrable Shares, or any amendment or supplement thereto,
        or
        any preliminary prospectus. 

       

      9.9 Indemnification
        Procedures. In case any proceeding (including any governmental
        investigation) shall be instituted involving any person in respect of which
        indemnity may be sought pursuant to this Section 9, such person (an
“Indemnified
        Party”)
        shall
        promptly notify the person against whom such indemnity may be sought (the
        “Indemnifying
        Party”)
        in
        writing and the Indemnifying Party shall assume the defense thereof, including
        the employment of counsel reasonably satisfactory to such Indemnified Party,
        and
        shall assume the payment of all fees and expenses; provided that the failure
        of
        any Indemnified Party so to notify the Indemnifying Party shall not relieve
        the
        Indemnifying Party of its obligations hereunder except to the extent (and
        only
        to the extent that) that the Indemnifying Party is materially prejudiced
        by such
        failure to notify. In any such proceeding, any Indemnified Party shall have
        the
        right to retain its own counsel, but the fees and expenses of such counsel
        shall
        be at the expense of such Indemnified Party unless (a) the Indemnifying Party
        and the Indemnified Party shall have mutually agreed to the retention of
        such
        counsel or (b) in the reasonable judgment of such Indemnified Party
        representation of both parties by the same counsel would be inappropriate
        due to
        actual or potential differing interests between them. It is understood that
        the
        Indemnifying Party shall not, in connection with any proceeding or related
        proceedings in the same jurisdiction, be liable for the reasonable fees and
        expenses of more than one separate firm of attorneys (in addition to any
        local
        counsel) at any time for all such Indemnified Parties (including in the case
        of
        Holder, all of its officers, directors and controlling persons) and that
        all
        such fees and expenses shall be reimbursed as they are incurred. In the case
        of
        any such separate firm for the Indemnified Parties, the Indemnified Parties
        shall designate such firm in writing to the Indemnifying Party. The Indemnifying
        Party shall not be liable for any settlement of any proceeding effected without
        its written consent (which consent shall not be unreasonably withheld or
        delayed), but if settled with such consent, or if there be a final judgment
        for
        the plaintiff, the Indemnifying Party shall indemnify and hold harmless such
        Indemnified Parties from and against any loss or liability (to the extent
        stated
        above) by reason of such settlement or judgment. No Indemnifying Party shall,
        without the prior written consent of the Indemnified Party, effect any
        settlement of any pending or threatened proceeding in respect of which any
        Indemnified Party is or could have been a party and indemnity could have
        been
        sought hereunder by such Indemnified Party, unless such settlement includes
        an
        unconditional release of such Indemnified Party from all liability arising
        out
        of such proceeding.

       

      9.10 Contribution.
        To the extent any indemnification by an Indemnifying Party is prohibited
        or
        limited by law, the Indemnifying Party agrees to make the maximum contribution
        with respect to any amounts for which, he, she or it would otherwise be liable
        under this Section 9 to the fullest extent permitted by law; provided, however,
        that (a) no contribution shall be made under circumstances where a party
        would
        not have been liable for indemnification under this Section 9 and (b) no
        seller
        of

       

      
        
          
          

        

        
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      Registrable
        Securities guilty of fraudulent misrepresentation (within the meaning used
        in
        the Securities Act) shall be entitled to contribution from any party who
        was not
        guilty of such fraudulent misrepresentation.

       

      10. Nontransferability.
        Trilogy may not sell or transfer any Warrants to any person other than a
        director, officer, employee, manager or affiliate of Trilogy (or a person
        controlled by one or more directors, officers, employees, managers or affiliates
        of Trilogy) or
        to a person or entity that assists Trilogy in providing services to FMVR
        pursuant to the Letter of Engagement dated December 12, 2005 as the same
        may be
        amended from time to time, without
        the consent
        of FMVR.

       

      11. Severability.
        If
        any term, provision, covenant or restriction of these Warrants is held by
        a
        court of competent jurisdiction to be invalid, void or unenforceable, the
        remainder of the terms, provisions, covenants and restrictions of these Warrants
        shall remain in full force and effect and shall in no way be affected, impaired
        or invalidated.

       

      12. Notices.
        All
        notices, requests, consents and other communications required hereunder shall
        be
        in writing and shall be effective when delivered or, if delivered by registered
        or certified mail, postage prepaid, return receipt requested, shall be effective
        on the third day following deposit in United States mail: to the Holder,
        at
        Trilogy Capital Partners, Inc., 11726 San Vicente Boulevard, Suite 235, Los
        Angeles, CA 90049; and if addressed to FMVR, at FermaVir Pharmaceuticals,
        Inc.,
        420 Lexington Avenue, Suite 445, New York, NY 10170, or such other address
        as
        Holder or FMVR may designate in writing.

       

      13. No
        Rights as Shareholder. The
        Holder shall have no rights as a shareholder of FMVR with respect to the
        shares
        issuable upon exercise of the Warrants until the receipt by FMVR of all of
        the
        Exercise Documents.

       

      
        	 	 	 
	 	FermaVir
                Pharmaceuticals, Inc.
	 
 	 
 	 
 
	 	By:  	/s/
                Geoffrey W. Henson
	 	
                

              
	 	
                Geoffrey
                  W. Henson, President and CEO

              


      

       

      
        
          
          

        

        
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      EXHIBIT
        “A”

       

      NOTICE
        OF EXERCISE

       

      (To
        be signed only upon exercise of the Warrants)

       

      


       

      To:      
        FermaVir
        Pharmaceuticals, Inc.

       

      The
        undersigned hereby elects to purchase shares of Common Stock (the “Warrant
        Shares”)
        of
        FermaVir
        Pharmaceuticals, Inc.
        (“FMVR”),
        pursuant to the terms of the enclosed warrant certificate (the “Certificate”).
        The
        undersigned tenders herewith payment of the exercise price pursuant to the
        terms
        of the Certificate. 

       

      The
        undersigned hereby represents and warrants to, and agrees with, FMVR as follows:
        

       

      1.       
        Holder
        is
        acquiring the Warrant Shares for its own account, for investment purposes
        only.

       

      2.       
        Holder
        understands that an investment in the Warrant Shares involves a high degree
        of
        risk, and Holder has the financial ability to bear the economic risk of this
        investment in the Warrant Shares, including a complete loss of such investment.
        Holder has adequate means for providing for its current financial needs and
        has
        no need for liquidity with respect to this investment.

       

      3.       
        Holder
        has such knowledge and experience in financial and business matters that
        it is
        capable of evaluating the merits and risks of an investment in the Warrant
        Shares and in protecting its own interest in connection with this
        transaction.

       

      4.       
        Holder
        understands that the Warrant Shares have not been registered under the
        Securities Act or under any state securities laws. Holder is familiar with
        the
        provisions of the Securities Act and Rule 144 thereunder and understands
        that
        the restrictions on transfer on the Warrant Shares may result in Holder being
        required to hold the Warrant Shares for an indefinite period of
        time.

       

      5.       
        Holder
        agrees not to sell, transfer, assign, gift, create a security interest in,
        or
        otherwise dispose of, with or without consideration (collectively, “Transfer”)
        any of
        the Warrant Shares except pursuant to an effective registration statement
        under
        the Securities Act or an exemption from registration. As a further condition
        to
        any such Transfer, except in the event that such Transfer is made pursuant
        to an
        effective registration statement under the Securities Act, if in the reasonable
        opinion of counsel to FMVR any Transfer of the Warrant Shares by the
        contemplated transferee thereof would not be exempt from the registration
        and
        prospectus delivery requirements of the Securities Act, FMVR may require
        the
        contemplated transferee to furnish FMVR with an investment letter setting
        forth
        such information and agreements as may be reasonably requested by FMVR to
        ensure
        compliance by such transferee with the Securities Act.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Each
        certificate evidencing the Warrant Shares will bear the following
        legend:

       

      “THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
        MAY NOT BE EXERCISED, SOLD, PLEDGED OR TRANSFERRED IN THE ABSENCE OF AN
        EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE ACT OR UNLESS
        AN
        EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

       

      6.       
        Immediately
        following this exercise of Warrants, if as of the date of exercise FMVR has
        a
        class of securities registered under Section 12 of the Securities Exchange
        Act
        of 1934, as amended, the undersigned will not beneficially own five percent
        (5%)
        or more of the then outstanding Common Stock of FMVR (based on the number
        of
        shares outstanding set forth in the most recent periodic report filed by
        FMVR
        with the Securities and Exchange Commission and any additional shares which
        have
        been issued since that date of which Holder is aware have been
        issued).

       

       

       

      Number
        of Warrants Exercised: ______________

       

      Net
        Exercise ____ Yes ___ No 

       

      Dated:
        ____________________   

      


      


      __________________________________________

       

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