EX-10.49(c)






Filed by Inhibitex, Inc. Pursuant to Rule 425

Under the Securities Act of 1933

and Deemed Filed Pursuant to Rule 14a-12

Under the Securities Exchange Act of 1934

Subject Company: Fermavir Pharmaceuticals Inc.

Exchange Act File No. 333-116480




THIS NOTE HAS NOT BEEN REGISTERED UNDER ANY SECURITIES LAWS, AND MAY NOT BE SOLD OR OTHERWISE
DISPOSED OF UNLESS THE COMPANY HAS RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL
APPLICABLE SECURITIES LAWS.



FERMAVIR PHARMACEUTICALS, INC.




12% SENIOR SECURED PROMISSORY NOTE




	 	 	 
	$     

	 	New York, New York

April 9, 2007






FOR VALUE RECEIVED, the undersigned, FermaVir Pharmaceuticals, Inc., a Florida corporation
(the “Company”), hereby promises to pay to the order of Inhibitex, Inc., a Delaware corporation
(and together with its registered assigns, the “Holders”), the principal sum of      Dollars
($     ,000) on the Maturity Date (as defined below), with interest on the principal amount of this
Note from time to time as provided herein.



1.



Note Purchase Agreement. This Senior Secured Promissory Note (this “Note”) is issued
pursuant to the Note Purchase Agreement (the “Note Purchase Agreement”), dated as of April 9, 2007,
by and between the Company and the Purchaser, and is subject to the terms thereof. This Note,
together with any promissory notes issued pursuant to the Note Purchase Agreement or Sections 11 or
12 hereof, are hereinafter referred to as the “Notes.” The Holders are entitled to the benefits of
this Note and the Note Purchase Agreement, as it relates to this Note, and may enforce the
agreements of the Company contained in this Note and the Note Purchase Agreement and exercise the
remedies provided for in this Note and the Note Purchase Agreement or otherwise available in
respect hereto and thereto. Capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Note Purchase Agreement. All amounts payable under this
Note shall be in United States dollars, unless otherwise agreed by the parties.



2. Interest.



(a) Generally. The Company promises to pay interest (“Interest”) on the principal
amount of this Note at the rate of 12.00% per annum (the “Interest Rate”). Interest on this Note
shall accrue from and including      , 2007 through and until repayment of the principal
amount of this Note and payment of all Interest in full and shall be computed on the basis of the
actual number of days elapsed over a year of 365 days.



(b) Default Rate of Interest. Upon and during the occurrence of an Event of Default
(as defined in the Note Purchase Agreement), this Note shall bear interest, from the date of the
occurrence of such Event of Default until such Event of Default is cured or waived, payable on
demand in immediately available funds, at a rate equal to the sum of (i) the Interest Rate and (ii)
an additional 2.00% per annum (such sum being referred to herein as the “Default Rate”).



(c) No Usurious Interest. In the event that any interest rate(s) provided for in this
Section 2 shall be determined to be unlawful, such interest rate(s) shall be computed at the
highest rate permitted by applicable law. Any payment by the Company of any interest amount in
excess of that permitted by law shall be considered a mistake, with the excess being applied to the
principal amount of this Note without prepayment premium or penalty; if no such principal amount is
outstanding, such excess shall be returned to the Company.



3. Principal. The outstanding principal and accrued and unpaid interest under this
Note shall become due and payable on the Maturity Date. The “Maturity Date” shall mean the
earliest to occur of (a) December 31, 2007, (b) ninety (90) days after the termination of the
Merger Agreement by Parent (as defined therein) pursuant to Section 7.1(f) thereof, (c) one hundred
twenty (120) days after the termination of the Merger Agreement by the Company pursuant to Section
7.1(e) thereof and (d) the consummation of an Acquisition Proposal other than the one contemplated
by the Merger Agreement after termination of the Merger Agreement by Parent pursuant to Section
7.1(c) thereof.



4. Redemption. This Note as well as the rights and obligations of the Company are
subject to the redemption provisions contained in Section 11.1 of the Note Purchase Agreement.



5. Amendment. Amendments and modifications of this Note may be made only in the
manner provided in Section 12.5 of the Note Purchase Agreement.



6. Security. This Note shall at all times be secured by certain collateral, pursuant
to the terms of the Collateral Documents. This Note and the obligations hereunder are senior
secured obligations of the Company and rank senior to all funded indebtedness of the Company.



7. Use of Proceeds. The Company shall use the principal amount of this Note in
accordance with the permitted uses described in Section 7.4 of the Note Purchase Agreement.



8. Suits for Enforcement. Subject to the provisions of Article IX of the Note
Purchase Agreement, upon the occurrence of any one or more Events of Default, the Holder of this
Note may proceed to protect and enforce its rights hereunder by suit in equity, action at law or by
other appropriate proceeding, whether for the specific performance of any covenant or agreement
contained in the Note Purchase Agreement or this Note or in aid of the exercise of any power
granted in the Note Purchase Agreement or this Note, or may proceed to enforce the payment of this
Note, or to enforce any other legal or equitable right of the Holders of this Note.



9. Remedies Cumulative. No remedy herein conferred upon the Holders is intended to be
exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or in equity or
by statute or otherwise.



10. Remedies Not Waived. No course of dealing between the Company and the Holders or
any delay on the part of the Holders in exercising any rights hereunder shall operate as a waiver
of any right.



11. Transfer.



(a) The term “Holders” as used herein shall also include any transferee of this Note whose
name has been recorded or is required to be recorded by the Company in the Note Register (as
defined below). Each transferee of this Note acknowledges that this Note has not been registered
under the Securities Act, and may be transferred only pursuant to an effective registration under
the Securities Act or pursuant to an applicable exemption from the registration requirements of the
Securities Act and in accordance with the procedures provided in the Note Purchase Agreement.



(b) The Company shall maintain a register (the “Note Register”) in its principal office for
the purpose of registering the Note and any transfer or partial transfer thereof, which register
shall reflect and identify, at all times, the ownership of record of any interest in the Note. Upon
the issuance of this Note, the Company shall record the name and address of the initial purchasers
of this Note in the Note Register as the first Holders. Upon surrender for registration of
transfer or exchange of this Note at the principal offices of the Company, the Company shall, at
its expense, execute and deliver one or more new Notes of like tenor in accordance with and subject
to the procedures for transfer and exchange set forth in the Note Purchase Agreement.



(c) Subject to Sections 11(a) and 11(b) hereof and the limitations contained in Section 12 of
the Note Purchase Agreement, this Note may be transferred or assigned, in whole or in part, by the
Holders only with the prior written consent of the Company, which shall not be unreasonably
withheld.



12. Replacement of Note. On receipt by the Company of an affidavit of an authorized
representative of the Holders stating the circumstances of the loss, theft, destruction or
mutilation of this Note (and in the case of any such mutilation, on surrender and cancellation of
such Note), the Company, at the Holders’ expense, will promptly execute and deliver, in lieu
thereof, a new Note of like tenor. If required by the Company, such Holders must provide indemnity
sufficient in the reasonable judgment of the Company to protect the Company from any loss which the
Company may suffer if a lost, stolen or destroyed Note is replaced.



13. Covenants Bind Successors and Assigns. All the covenants, stipulations, promises
and agreements in this Note contained by or on behalf of the Company shall bind its successors and
assigns, whether so expressed or not. Each Holder shall be deemed to have made in favor of the
Company the representations and warranties set forth in Article VI of the Note Purchase Agreement
as of the date such Holder acquires this Note for value.



14. Notices. All notices, demands and other communications provided for or permitted
hereunder shall be made in writing and shall be by registered or certified first-class mail, return
receipt requested, telecopier (with receipt confirmed), courier service or personal delivery at the
addresses and in the manner specified in Section 12.3 of the Note Purchase Agreement. All such
notices and communications shall be deemed to have been duly given: if personally delivered, when
delivered by hand; if delivered by commercial overnight courier service, when delivered by courier;
if mailed, five (5) Business Days after being deposited in the mail, postage prepaid; or if
telecopied, when receipt is acknowledged.



15. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY, CONSTRUED IN ACCORDANCE WITH, AND
ENFORCED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF
LAW OF SUCH STATE (INCLUDING GIVING EFFECT TO GENERAL OBLIGATIONS LAW SECTION 5-1401).



16. JURISDICTION, JURY TRIAL WAIVER, ETC.



(a) EACH PARTY TO THIS NOTE HEREBY IRREVOCABLY AGREES THAT ANY LEGAL ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS NOTE OR ANY AGREEMENTS OR TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA
FOR THE SOUTHERN DISTRICT OF NEW YORK AND HEREBY EXPRESSLY SUBMITS TO THE PERSONAL JURISDICTION AND
VENUE OF SUCH COURTS FOR THE PURPOSES THEREOF AND EXPRESSLY WAIVES ANY CLAIM OF IMPROPER VENUE AND
ANY CLAIM THAT SUCH COURTS ARE AN INCONVENIENT FORUM. EACH PARTY HEREBY IRREVOCABLY CONSENTS TO
THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING
BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS ADDRESS
SET FORTH IN SECTION 13.2 OF THE NOTE PURCHASE AGREEMENT, SUCH SERVICE TO BECOME EFFECTIVE TEN (10)
DAYS AFTER SUCH MAILING.



(b) EACH PARTY TO THIS NOTE HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION
OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS NOTE OR ANY OF THE OTHER INVESTMENT
DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND
OBLIGATIONS. THE COMPANY (I) CERTIFIES THAT NEITHER THE HOLDERS NOR ANY REPRESENTATIVE, AGENT OR
ATTORNEY OF THE HOLDERS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE HOLDERS WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (II) ACKNOWLEDGES THAT THE HOLDERS
HAVE BEEN INDUCED TO PURCHASE THIS NOTE BY, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS
CONTAINED HEREIN.



17. Severability. If any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect
for any reason, the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions hereof shall not be in any way impaired, unless the
provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the
remaining provisions hereof. The Company and the Holders further agree to replace such invalid,
illegal or unenforceable provision of this Note with a valid, legal and enforceable provision that
will achieve, to the extent possible, the economic, business and other purposes of such invalid,
illegal or unenforceable provision.



18. Headings. The headings in this Note are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.



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IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written
above.




FERMAVIR PHARMACEUTICALS, INC.




By:

Name:

Title:





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