Exhibit
10.2


SECURITY AGREEMENT


This SECURITY AGREEMENT (this “Agreement”), dated as
of April 9, 2007, by FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (“FPI”)
and FERMAVIR RESEARCH, INC., a Delaware corporation (“FRI”, each of FPI and FRI
is referred to herein individually as a “Grantor” and collectively as the “Grantors”),
and INHIBITEX, INC., a Delaware corporation (the “Purchaser” or the “Collateral
Agent”), as Collateral Agent on behalf of the Holders (as defined herein).


W I T N E
S S E T H:


WHEREAS, pursuant to that certain Note Purchase
Agreement dated as of the date hereof (the “Note Purchase Agreement”) by and
between FPI and the Collateral Agent, as Purchaser, the Purchaser has agreed to
acquire senior secured promissory notes from FPI; and


WHEREAS, FRI is a wholly-owned subsidiary of FPI and
the funds obtained from the issuance of the Notes will be used in connection
with its business activities;


WHEREAS, pursuant to the Note Purchase Agreement, any
transferee of the Notes has agreed to appoint the Purchaser as collateral agent
with respect to the indebtedness thereunder, and the Collateral Agent has
agreed to act in such capacity; and


WHEREAS, in order to induce the Holders to enter into
the Note Purchase Agreement and the other Investment Documents (as defined in
the Note Purchase Agreement), Grantors have agreed to grant a continuing Lien
on the Collateral (as hereinafter defined) to secure the Obligations.


NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:


1.             Definitions.  Terms defined in the Note Purchase Agreement
and not otherwise defined in this Agreement shall have the meanings defined for
those terms in the Note Purchase Agreement. 
Terms defined in the Uniform Commercial Code as enacted in the State of
New York (as amended from time to time, the “New York Commercial Code”) and not
otherwise defined in this Agreement or in the Credit Agreement shall have the
meanings defined for those terms in the New York Commercial Code.  In addition, as used in this Agreement, the
following terms shall have the meanings respectively set forth after each:


“Agreement” means this Security Agreement, and
any extensions, modifications, renewals, restatements, supplements or
amendments hereof.


“Collateral” means and includes all present and
future right, title and interest of Grantors in or to any property or assets
whatsoever, and all rights and powers of Grantors to transfer any interest in
or to any personal property or assets whatsoever, including, without
limitation, any and all of the following personal property:













(1)           accounts;


(2)           chattel paper (including,
without limitation, tangible chattel paper and electronic chattel paper);


(3)           goods (including,
without limitation, equipment, inventory and fixtures);


(4)           instruments (including,
without limitation, promissory notes);


(5)           investment property;


(6)           documents;


(7)           deposit accounts;


(8)           general intangibles (including,
without limitation, payment intangibles);


(9)           supporting obligations;


(10)         other assets (including,
without limitation, all books and records, inventions, discoveries, trade
secrets, intellectual property rights, patents, trademarks, trade names,
service marks and copyrights, registrations of and applications relating to any
of the foregoing, and all associated goodwill); and


(11)         to the extent not listed
above as original collateral, proceeds and products of, and accessions to, the
foregoing.


“Debtor Relief Laws” means the Bankruptcy Code
of the United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.


“Secured Obligations” means any and all present
and future Obligations of every kind or nature of Grantors at any time and from
time to time owed to the Secured Parties or any one or more of them, whether
due or to become due, matured or unmatured, liquidated or unliquidated, or
contingent or noncontingent, including Obligations of performance as
well as Obligations of payment, and including interest that accrues
after the commencement of any proceeding under any Debtor Relief Law by or
against Grantors, whether or not allowed as a claim in such proceeding.



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“Secured Parties” means the Collateral Agent,
acting as the Collateral Agent or on behalf of the Holders, and each of them,
and any one or more of them.  Subject to
the terms of the Note Purchase Agreement and the Notes, any right, remedy, privilege
or power of the Secured Parties shall be exercised by the Collateral Agent.


2.             Further Assurances.  At any time and from time to time at the
request of the Secured Parties, Grantors shall execute and deliver, or cause to
be executed and delivered, to the Secured Parties all such instruments and
documents in form and substance satisfactory to the Secured Parties as shall be
reasonably necessary fully perfect, when filed and/or recorded, the Secured
Parties’ security interests granted pursuant to Section 3 of this
Agreement.  At any time and from time to
time, the Secured Parties shall be entitled to file and/or record any or all
such financing statements, instruments and documents held by it, and any or all
such further financing statements, documents and instruments, and to take all
such other actions, as the Secured Parties may deem appropriate to perfect and
to maintain perfected the security interests granted in Section 3 of this
Agreement.  With respect to any
Collateral consisting of certificated securities, instruments, documents, certificates
of title or the like, as to which the Secured Parties’ security interest need
be perfected by, or the priority thereof need be assured by, possession of such
Collateral, Grantors will upon demand of the Secured Parties deliver possession
of same in pledge to the Secured Parties. 
With respect to any Collateral consisting of securities, instruments,
partnership, limited liability company or joint venture interests or the like,
Grantors hereby consent and agree that the issuers of, or obligors on, any such
Collateral, or any registrar or transfer agent or trustee for any such
Collateral, shall be entitled to accept the provisions of this Agreement as
conclusive evidence of the right of the Secured Parties to effect any transfer
or exercise any right hereunder or with respect to any such Collateral,
notwithstanding any other notice or direction to the contrary heretofore or
hereafter given by Grantors or any other Person to such issuers or such
obligors or to any such registrar or transfer agent or trustee.


3.             Security Agreement.  For valuable consideration, Grantors hereby
assign and pledge to the Secured Parties, and grant to the Secured Parties a
security interest in, all presently existing and hereafter acquired Collateral,
as security for the timely payment and performance of the Secured Obligations,
and each of them.  This Agreement is a
continuing and irrevocable agreement and all the rights, powers, privileges and
remedies hereunder shall apply to any and all of the Secured Obligations,
including, without limitation, those arising under successive transactions
which shall either continue the Secured Obligations, increase or decrease them,
or from time to time create new Secured Obligations after all or any prior
Secured Obligations have been satisfied, and notwithstanding the bankruptcy of
Company or any other Person or any other event or proceeding affecting any
Person.


4.             Grantors’
Representations, Warranties and Agreements. 
Each Grantor represents, warrants and agrees that: (a) it will pay, prior
to delinquency, all taxes, charges, Liens and assessments against the
Collateral, except such as are expressly permitted by the Note Purchase
Agreement or are timely contested in good faith, and upon its failure to pay or
so contest such taxes, charges, Liens and assessments, the Secured Parties at
their option may pay any of them, and the Secured Parties shall be the sole
judge of the legality or validity thereof and the amount necessary to discharge
the same; (b) the Collateral will not be used for any unlawful purpose or in
violation of any law, regulation or ordinance; (c) it will take all steps to
preserve



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and protect the Collateral; (d) it will maintain, with responsible
insurance companies, insurance covering the Collateral against such insurable losses
as is required by the Note Purchase Agreement and as is consistent with sound
business practice; and (e) it will promptly notify the Secured Parties in
writing in the event of any substantial or material damage to the Collateral
from any source whatsoever.


5.             Secured Parties’
Rights Re Collateral.  At any time
(whether or not an Event of Default has occurred), without notice or demand and
at the expense of Grantors, the Secured Parties may, to the extent it may be
necessary or desirable to protect the security hereunder, but the Secured
Parties shall not be obligated to: (a) enter upon any premises on which
Collateral is situated upon reasonable notice and examine the same or (b) upon
the occurrence of and during the continuation of an Event of Default, perform
any obligation under this Agreement or any obligation of any other Person under
the Note Purchase Agreement.  Each
Grantor shall maintain books and records pertaining to the Collateral in such
detail, form and scope as is consistent with industry practices.  The Secured Parties shall at all times on
reasonable notice have full access to and the right to audit any and all of
Grantors’ books and records pertaining to the Collateral, and to confirm and
verify the value of the Collateral and to do whatever else the Secured Parties
reasonably may deem necessary or desirable to protect their interests.  The Secured Parties shall be under no duty or
obligation whatsoever to take any action to preserve any rights of or against
any prior or other parties in connection with the Collateral, to exercise any
voting rights or managerial rights with respect to any Collateral, whether or
not an Event of Default shall have occurred, or to make or give any
presentments, demands for performance, notices of non performance, protests,
notices of protests, notices of dishonor or notices of any other nature
whatsoever in connection with the Collateral or the Secured Obligations.  The Secured Parties shall be under no duty or
obligation whatsoever to take any action to protect or preserve the Collateral
or any rights of a Grantor therein, or to make collections or enforce payment
thereon, or to participate in any foreclosure or other proceeding in connection
therewith.


6.             Possession of
Collateral by the Secured Parties. 
All the Collateral now, heretofore or hereafter delivered to the Secured
Parties shall be held by the Secured Parties in their possession, custody and
control.  Nothing herein shall obligate
the Secured Parties to invest any Collateral or obtain any particular return
thereon.  Upon the occurrence and during
the continuance of an Event of Default, whenever any of the Collateral is in
the Secured Parties’ possession, custody or control, the Secured Parties may
use, operate and consume the Collateral, whether for the purpose of preserving
and/or protecting the Collateral, or for the purpose of performing any of a
Grantor’s obligations with respect thereto, or otherwise.  The Secured Parties may at any time deliver
or redeliver the Collateral or any part thereof to a Grantor, and the receipt
of any of the same by such Grantor shall be complete and full acquittance for
the Collateral so delivered, and the Secured Parties thereafter shall be
discharged from any liability or responsibility therefor.  So long as the Secured Parties exercise
reasonable care with respect to any Collateral in its possession, custody or
control, the Secured Parties shall have no liability for any loss of or damage
to such Collateral, and in no event shall the Secured Parties have liability for
any diminution in value of Collateral occasioned by economic or market
conditions or events.  The Secured
Parties shall be deemed to have exercised reasonable care within the meaning of
the preceding sentence if the Collateral in the possession, custody or control
of the Secured Parties is



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accorded treatment substantially equal to that which the Secured
Parties accords their own property, it being understood that the Secured
Parties shall not have any responsibility for (a) ascertaining or taking action
with respect to calls, conversions, exchanges, maturities, tenders or other
matters relating to any Collateral, whether or not the Secured Parties have or
are deemed to have knowledge of such matters, or (b) taking any necessary steps
to preserve rights against any Person with respect to any Collateral.


7.             Rights Upon Event
of Default.  Upon the occurrence and
during the continuance of an Event of Default, the Secured Parties shall have,
in any jurisdiction where enforcement hereof is sought, in addition to all
other rights and remedies that the Secured Parties may have under applicable
law or in equity or under this Agreement or under the Note Purchase Agreement,
all rights and remedies of a secured party under the New York Commercial Code
as enacted in any jurisdiction, and, in addition, the following rights and
remedies, all of which may be exercised with or without notice to the Grantors
(except as expressly provided herein) and without affecting the Obligations of
FPI hereunder or under the Note Purchase Agreement, or the enforceability of
the Liens and security interests created hereby:  (a) to foreclose the Liens and security
interests created hereunder or under any other agreement relating to any
Collateral by any available judicial procedure or without judicial process; (b)
to enter any premises where any Collateral may be located for the purpose of
securing, protecting, inventorying, appraising, inspecting, repairing,
preserving, storing, preparing, processing, taking possession of or removing
the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or
any part thereof, either at public or private sale or at any broker’s board, in
lot or in bulk, for cash, on credit or otherwise, with or without
representations or warranties and upon such terms as shall be acceptable to the
Secured Parties; (d) to notify obligors on the Collateral that the Collateral
has been assigned to the Secured Parties and that all payments thereon are to
be made directly and exclusively to the Secured Parties; (e) to enter into any
extension, reorganization, deposit, merger or consolidation agreement, or any
other agreement relating to or affecting the Collateral, and in connection
therewith the Secured Parties may deposit or surrender control of the Collateral
and/or accept other property in exchange for the Collateral; (f) to settle,
compromise or release, on terms acceptable to the Secured Parties, in whole or
in part, any amounts owing on the Collateral and/or any disputes with respect
thereto; (g) to extend the time of payment, make allowances and adjustments and
issue credits in connection with the Collateral in the name of the Secured
Parties or in the name of Grantors; (h) to enforce payment and prosecute any
action or proceeding with respect to any or all of the Collateral and take or
bring, in the name of the Secured Parties or in the name of a Grantor, any and
all steps, actions, suits or proceedings deemed by the Secured Parties
necessary or desirable to effect collection of or to realize upon the Collateral,
including, without limitation, any judicial or nonjudicial foreclosure
thereof or thereon, and each Grantor specifically consents to any nonjudicial
foreclosure of any or all of the Collateral or any other action taken by the
Secured Parties which may release any obligor from personal liability on any of
the Collateral, and to the extent permitted by applicable law, each Grantor
waives any right not expressly provided for in this Agreement to receive notice
of any public or private judicial or nonjudicial sale or foreclosure of any
security or any of the Collateral; and any money or other property received by
the Secured Parties in exchange for or on account of the Collateral, whether
representing collections or proceeds of Collateral, and whether resulting from
voluntary payments or foreclosure proceedings or other legal action taken by
the Secured Parties or a Grantor may be applied by the Secured Parties without
notice to



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Grantors to the Secured Obligations in such order and manner as the
Secured Parties in their sole discretion shall determine; (i) to insure,
process and preserve the Collateral; (j) to exercise all rights, remedies,
powers or privileges provided under the Note Purchase Agreement; (k) to
receive, open and dispose of all mail addressed to Company and notify postal
authorities to change the address for delivery thereof to such address as the
Secured Parties may designate; provided that the Secured Parties agree
that they will promptly deliver over to Grantors such mail as does not relate
to the Collateral; and (l) to exercise all other rights, powers, privileges and
remedies of an owner of the Collateral; all at the Secured Parties’ sole option
and as the Secured Parties in their sole discretion may deem advisable.  Grantors will, at the Secured Parties’
request, assemble the Collateral and make it available to the Secured Parties
at places which the Secured Parties may designate, whether at the premises of
Company or elsewhere, and will make available to the Secured Parties, free of
cost, all premises, equipment and facilities of Grantors for the purpose of the
Secured Parties’ taking possession of the Collateral or storing same or
removing or putting the Collateral in salable form or selling or disposing of
same.


Upon the occurrence and during the continuance of an
Event of Default, the Secured Parties also shall have the right, without notice
or demand, either in person, by agent or by a receiver to be appointed by a
court, and without regard to the adequacy of any security for the Secured
Obligations, to take possession of the Collateral or any part thereof and to
collect and receive the rents, issues, profits, income and proceeds
thereof.  Taking possession of the
Collateral shall not cure or waive any Event of Default or notice thereof or
invalidate any act done pursuant to such notice.  The rights, remedies and powers of any
receiver appointed by a court shall be as ordered by said court.


Any public or private sale or other disposition of the
Collateral may be held at any office of the Secured Parties, or at Grantors’
place of business, or at any other place permitted by applicable law, and
without the necessity of the Collateral’s being within the view of prospective
purchasers.  The Secured Parties may
direct the order and manner of sale of the Collateral, or portions thereof, as
it in its sole and absolute discretion may determine, and Company expressly
waives any right to direct the order and manner of sale of any Collateral.  To the extent permitted by applicable law,
the Secured Parties or any Person on the Secured Parties’ behalf may bid and
purchase at any such sale or other disposition. 
The net cash proceeds resulting from the collection, liquidation, sale,
lease or other disposition of the Collateral shall be applied, first, to the
expenses (including, without limitation, attorneys’ fees and disbursements) of
retaking, holding, storing, processing and preparing for sale or lease,
selling, leasing, collecting, liquidating and the like, and then to the
satisfaction of the Secured Obligations in such order as shall be determined by
the Secured Parties in their sole and absolute discretion.  Grantors and any other Person then obligated
therefor shall pay to the Secured Parties on demand any deficiency with regard
thereto which may remain after such sale, disposition, collection or
liquidation of the Collateral.


Unless the Collateral is perishable or threatens to
decline speedily in value or is of a type customarily sold on a recognized
market, the Secured Parties shall send or otherwise make available to Grantors
notice of the time and place of any public sale thereof or of the time on or
after which any private sale thereof is to be made.  The requirement of sending notice
conclusively shall be met if such notice is given in the manner contemplated by
the Note



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Purchase Agreement at least ten days before the date
of the sale.  Each Grantor expressly
waives any right to receive notice of any public or private sale of any
Collateral or other security for the Secured Obligations except as expressly
provided for in this paragraph.


With respect to any Collateral consisting of
securities, partnership or limited liability company interests, joint venture
interests, Investments or the like, and whether or not any of such Collateral
has been effectively registered under the Securities Act of 1933, as amended,
or other applicable laws, the Secured Parties may, in their sole and absolute
discretion, sell all or any part of such Collateral at private sale in such
manner and under such circumstances as the Secured Parties may deem necessary
or advisable in order that the sale may be lawfully conducted.  Without limiting the foregoing, the Secured
Parties may (i) approach and negotiate with a limited number of potential
purchasers, and (ii) restrict the prospective bidders or purchasers to persons
who will represent and agree that they are purchasing such Collateral for their
own account for investment and not with a view to the distribution or resale
thereof.  In the event that any such
Collateral is sold at private sale, Grantors agree that if such Collateral is
sold for a price which the Secured Parties in good faith believe to be
reasonable under the circumstances then existing, then (a) the sale shall be
deemed to be commercially reasonable in all respects, (b) Grantors shall not be
entitled to a credit against the Secured Obligations in an amount in excess of
the purchase price, and (c) the Secured Parties shall not incur any liability
or responsibility to Grantors in connection therewith, notwithstanding the
possibility that a substantially higher price might have been realized at a
public sale.  Grantors recognize that a
ready market may not exist for such Collateral if it is not regularly traded on
a recognized securities exchange, and that a sale by the Secured Parties of any
such Collateral for an amount substantially less than a pro rata share of the
fair market value of the issuer’s assets minus liabilities may be commercially
reasonable in view of the difficulties that may be encountered in attempting to
sell a large amount of such Collateral or Collateral that is privately traded.


Upon consummation of any sale of Collateral hereunder,
the Secured Parties shall have the right to assign, transfer and deliver to the
purchaser or purchasers thereof the Collateral so sold.  Each such purchaser at any such sale shall
hold the Collateral so sold absolutely free from any claim or right upon the
part of Grantors or any other Person, and each Grantor hereby waives (to the
extent permitted by applicable laws) all rights of redemption, stay and
appraisal which it now has or may at any time in the future have under any rule
of law or statute now existing or hereafter enacted.  If the sale of all or any part of the Collateral
is made on credit or for future delivery, the Secured Parties shall not be
required to apply any portion of the sale price to the Secured Obligations
until such amount actually is received by the Secured Parties, and any
Collateral so sold may be retained by the Secured Parties until the sale price
is paid in full by the purchaser or purchasers thereof.  The Secured Parties shall not incur any
liability in case any such purchaser or purchasers shall fail to pay for the
Collateral so sold, and, in case of any such failure, the Collateral may be
sold again.


8.             Voting Rights;
Dividends; etc.  With respect to any
Collateral consisting of securities, partnership or limited liability company
interests, joint venture interests, Investments or the like (referred to
collectively and individually in this Section 8 and in Section 9 as the “Investment
Collateral”), so long as no Event of Default occurs and remains continuing:



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(a)           Voting Rights.  Company shall be entitled to exercise any and
all voting and other consensual rights pertaining to the Investment Collateral,
or any part thereof, for any purpose not inconsistent with the terms of this
Agreement, the Note Purchase Agreement; provided, however, that
Company shall not exercise, or shall refrain from exercising, any such right if
it would result in an Event of Default.


(b)           Dividend and
Distribution Rights.  Except as
otherwise provided in the Note Purchase Agreement, Grantors shall be entitled
to receive and to retain and use any and all dividends or distributions paid in
respect of the Investment Collateral; provided, however, that any
and all such dividends or distributions received in the form of capital stock,
certificated securities, warrants, options or rights to acquire capital stock
or certificated securities forthwith shall be, and the certificates
representing such capital stock or certificated securities, if any, forthwith
shall be delivered to the Secured Parties to hold as pledged Collateral and
shall, if received by a Grantor, be received in trust for the benefit of the
Secured Parties, be segregated from the other property of Grantors, and
forthwith be delivered to the Secured Parties as pledged Collateral in the same
form as so received (with any necessary endorsements).


9.             Rights During
Event of Default. With respect to any Investment Collateral, so long as an
Event of Default has occurred and is continuing:


(a)           Voting, Dividend,
and Distribution Rights.  At the
option of the Secured Parties, all rights of a Grantor to exercise the voting
and other consensual rights which it would otherwise be entitled to exercise
pursuant to Section 8(a) above, and to receive the dividends and distributions
which it would otherwise be authorized to receive and retain pursuant to
Section 8(b) above, shall cease, and all such rights thereupon shall become
vested in the Secured Parties which thereupon shall have the sole right to
exercise such voting and other consensual rights and to receive and to hold as
pledged Collateral such dividends and distributions.


(b)           Dividends and
Distributions Held in Trust.  All
dividends and other distributions which are received by a Grantor contrary to
the provisions of this Agreement shall be received in trust for the benefit of
the Secured Parties, shall be segregated from other funds of such Grantor, and
forthwith shall be paid over to the Secured Parties as pledged Collateral in
the same form as so received (with any necessary endorsements).


(c)           Irrevocable Proxy.  Each Grantor does hereby revoke all previous
proxies with regard to the Investment Collateral and appoint the Secured
Parties as its proxyholder to attend and vote at any and all meetings of the
shareholders or other equity holders of the Persons that issued the Investment
Collateral and any adjournments thereof, held on or after the date of the
giving of this proxy and prior to the termination of this proxy, and to execute
any and all written consents of shareholders or other equity holders of such
Persons executed on or after the date of the giving of this proxy and prior to
the termination of this proxy, with the same effect as if such Grantor had
personally attended the meetings or had personally voted its shares or other
interests or had



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personally signed the
written consents; provided, however, that the proxyholder shall
have rights hereunder only upon the occurrence and during the continuance of an
Event of Default.  Each Grantor hereby
authorizes the Secured Parties to substitute another Person as the proxyholder
and, upon the occurrence and during the continuance of any Event of Default,
hereby authorizes the proxyholder to file this proxy and any substitution
instrument with the secretary or other appropriate official of the appropriate
Person.  This proxy is coupled with an
interest and is irrevocable until such time as all Secured Obligations have been
indefeasibly paid and performed in full.


10.           Attorney in Fact.  Each Grantor hereby irrevocably nominates and
appoints the Secured Parties as its attorney-in fact for the following
purposes:  (a) to do all acts and things
which the Secured Parties may deem necessary or advisable to perfect and
continue perfected the security interests created by this Agreement and, upon
the occurrence and during the continuance of an Event of Default, to preserve,
process, develop, maintain and protect the Collateral; (b) upon the occurrence
and during the continuance of an Event of Default, to do any and every act
which Company is obligated to do under this Agreement, at the expense of
Company and without any obligation to do so; (c) to prepare, sign, file and/or
record, for Company, in the name of Company, any financing statement,
application for registration, or like paper, and to take any other action
deemed by the Secured Parties necessary or desirable in order to perfect or
maintain perfected the security interests granted hereby; and (d) upon the
occurrence and during the continuance of an Event of Default, to execute any
and all papers and instruments and do all other things necessary or desirable
to preserve and protect the Collateral and to protect the Secured Parties’
security interests therein; provided, however, that the Secured
Parties shall be under no obligation whatsoever to take any of the foregoing
actions, and, absent gross negligence or actual malice on the part of the
Secured Parties, the Secured Parties shall have no liability or responsibility
for any act taken or omission with respect thereto.


11.           Costs and Expenses.  Each Grantor agrees to pay to the Secured
Parties all costs and expenses (including, without limitation, attorneys’ fees
and disbursements) incurred by the Secured Parties in the enforcement or
attempted enforcement of this Agreement, whether or not an action is filed in
connection therewith, and in connection with any waiver or amendment of any
term or provision hereof.  All advances,
charges, costs and expenses, including, without limitation, attorneys’
fees and disbursements, incurred or paid by the Secured Parties in exercising
any right, privilege, power or remedy conferred by this Agreement (including,
without limitation, the right to perform any Secured Obligation of a Grantor
under the Note Purchase Agreement), or in the enforcement or attempted
enforcement thereof, shall be secured hereby and shall become a part of the
Secured Obligations and shall be paid to the Secured Parties by Grantors,
immediately upon demand, together with interest thereon at the Default Rate.


12.           Statute of
Limitations and Other Laws.  Until
the Secured Obligations shall have been indefeasibly paid and performed in
full, to the extent permitted by applicable law, the power of sale and all
other rights, privileges, powers and remedies granted to the Secured Parties
hereunder shall continue to exist and may be exercised by the Secured Parties
at any time and from time to time irrespective of the fact that any of the
Secured Obligations may have become barred by any statute of limitations.  Each Grantor expressly waives the benefit of
any and all statutes of limitation, and any and all laws providing for
exemption of property from



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execution or for valuation and appraisal upon foreclosure, to the
maximum extent permitted by applicable law.


13.           Other Agreements.  Nothing herein shall in any way modify or
limit the effect of terms or conditions set forth in any other security or
other agreement executed by Grantors or in connection with the Secured
Obligations, but each and every term and condition hereof shall be in addition
thereto.  All provisions contained in the
Note Purchase Agreement are fully applicable to this Agreement and are
incorporated herein by this reference.


14.           Understandings With
Respect to Waivers and Consents. 
Each Grantor warrants and agrees that each of the waivers and consents
set forth herein are made after consultation with legal counsel and with full
knowledge of their significance and consequences, with the understanding that
events giving rise to any defense or right waived may diminish, destroy or
otherwise adversely affect rights which Grantors otherwise may have against the
Secured Parties or others, or against Collateral, and that, under the
circumstances, the waivers and consents herein given are reasonable and not
contrary to public policy or law.  If any
of the waivers or consents herein are determined to be contrary to any
applicable law or public policy, such waivers and consents shall be effective
to the maximum extent permitted by law.


15.           Release of Grantors.  This Agreement shall be released when all
Secured Obligations of Grantors hereunder have been paid in full in cash or
otherwise performed in full and when no portion of the Commitments remains
outstanding.  Upon such release of
Grantors’ Secured Obligations hereunder, Secured Parties shall return any
Collateral to Grantors, or to the Person or Persons legally entitled thereto,
and shall endorse, execute, deliver, record and file all instruments and
documents, and do all other acts and things, reasonably required for the return
of the Collateral to Grantors, or to the Person or Persons legally entitled
thereto, and to evidence or document the release of Secured Parties’ interests
arising under this Agreement, all as reasonably requested by, and at the sole
expense of, Grantors.


16.           GOVERNING
LAW.  THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTIONS 5-1401 AND
5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) THEREOF.


[signature
pages follow]



 10














IN WITNESS WHEREOF, each Grantor has executed this
Agreement by its duly authorized officers as of the date first written above.


	
  

  	
  FERMAVIR PHARMACEUTICALS, INC.

  
	
   

  	
  a Florida corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey W. Henson

  	
   

  
	
   

  	
  Name: Geoffrey W. Henson

  
	
   

  	
  Title: Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  FERMAVIR RESEARCH, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Geoffrey W. Henson

  	
   

  
	
   

  	
  Name: Geoffrey W. Henson

  
	
   

  	
  Title:  Chief
  Executive Officer