EXHIBIT 10.1
SECOND AMENDMENT TO
FOURTH AMENDED AND RESTATED
MASTER RIGHTS AGREEMENT
This Second Amendment ("Amendment") to the Fourth Amended and
Restated Master Rights Agreement ("Master Agreement") dated as of December 19,
2003 among Inhibitex, Inc., a Delaware corporation (the "Company"), and the
investors signatory thereto, is made and effective as of this 27th day of May
2004.
W I T N E S S E T H:
WHEREAS, the Master Agreement provides the investors signatory thereto
with certain rights with respect to the Company;
WHEREAS, the parties now wish to amend the Master Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the parties hereby agree as follows:
1. Terms used herein and not otherwise defined herein shall have the
meanings ascribed to them in the Master Agreement.
2. Section 1.1(m) of the Master Agreement is deleted and replaced in its
entirety with the following:
"Initial Public Offering" means a consummated firmly underwritten public
offering of the Company's Common Stock on a Form S-1 Registration
Statement, or any similar form of registration statement, adopted by the
Commission from and after the date hereof, filed with the Commission under
the Securities Act (as defined below) with respect to which the price to
the public in such offering is approved by the pricing committee of the
Company's Board of Directors and is not less than $7.00 per share, which
pricing committee consists of representatives of each of the Series C
Stock, Series D Stock and Series E Stock."
3. Except as amended hereby, the Master Agreement remains unchanged.
This Amendment was approved by resolution of the Board of Directors of the
Company at a meeting duly held May 26, 2004 and the consent by class vote of at
least 66 2/3%
of the outstanding (i) Series B, (ii) Series C and (iii) Series D and Series E,
dated as of May 26, 2004.
