Exhibit
10.3


AMENDMENT TO
OPTION AGREEMENT


Amendment (the “Amendment”) to Option Agreement No.              (the
“Option Agreement”), dated as of April 9, 2007, by and between              (the
“Optionee”) and FermaVir Pharmaceuticals, Inc. (the “Company”).  All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided to such
terms in the Option Agreement.


W
I  T  N  E  S  S  E  T  H
:


WHEREAS, the parties wish
to amend the Option Agreement to (i) immediately vest all option grants under
the Option Agreement and (ii) change the expiration date of such Options to the
earlier of (a) three (3) years after the date on which the Optionee’s service
on the Board of Directors of Inhibitex, Inc. terminates and (b) January 31,
2017.


NOW, THEREFORE, in
consideration of the mutual covenants set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowl­edged,
the parties hereto, intending to be legally bound, hereby agree as follows:


ARTICLE ONE



AMENDMENT TO OPTION AGREEMENT


SECTION
1.1  Amendment to Option Agreement.  By executing this Agreement, the Company and
Optionee hereby agree and acknowledge that Section 1 of the Option Agreement is
hereby replaced in its entirety with the following:


“Vesting,
Term and Exercise of Option.  Subject
to the provisions of this Agreement, this option may be exercised for up to the
number of vested Optioned Shares by you or the representative of your estate on
or prior to the earlier of (i) three (3) years after the date on which the
Optionee’s service on the Board of Directors of Inhibitex, Inc. terminates and
(ii) January 31, 2017.  The Optioned
Shares shall be vested immediately.”


ARTICLE TWO


MISCELLANEOUS


SECTION 2.1  Counterparts.  This Agreement may be executed in any number
of counterparts and by the different parties hereto on sepa­rate counterparts,
each of which counterparts when executed and delivered (including delivery by
way of facsimile) shall be an original, but all of which shall together
constitute one and the same instrument.


SECTION 2.2  Governing Law.  This Agreement shall be governed by, and
construed and enforced in accordance with, the internal laws of the State of
New York, excluding conflict of law principles that would cause the application
of laws of any other jurisdiction.













SECTION 3.3  Effective Date.  This Agreement shall become effective (the “Effective
Date”) as of the date of this Agreement.


SECTION 3.4  Effect of
Amendment.  From and after the
Effective Date, the  Option Agreement and
all references to the Option Agreement pursuant to the Option Agreement and the
other documents referenced therein shall be deemed to be references to the
Option Agreement as modified hereby. 
This Agreement is limited as specified and shall not constitute a modifi­cation,
amendment, acceptance or waiver of any other provision of the Option Agreement
or any other document referenced therein or herein.


SECTION 3.5  Headings.  The article, section and subsection headings
in this Agreement are for convenience only and shall not constitute a part of
this Agreement for any other purpose and shall not be deemed to limit or affect
any of the provisions hereof.


SECTION 3.6  Further
Assurances.  From and after the date
of this Agreement, upon the request of any party hereto, each party shall
execute and deliver such instruments, documents and other writings as may be
reasonably necessary or desirable to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement.


*              *              *              *              *



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IN WITNESSES WHEREOF, the
parties hereto have caused their duly authorized officers to execute and
deliver this Agreement as of the date first above written.


	
  FERMAVIR PHARMACEUTICALS,
  INC.

  
	
   

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  
	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  :

  
				



 



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