Exhibit 10.7 FIRST AMENDMENT TO SERIES D CONVERTIBLE PREFERRED STOCK PURCHASE WARRANT This First Amendment ("Amendment") to the Series D Convertible Preferred Stock Purchase Warrants ("Warrants") of Inhibitex, Inc., a Delaware corporation (the...

                                                                    Exhibit 10.7

                               FIRST AMENDMENT TO
                      SERIES D CONVERTIBLE PREFERRED STOCK
                                PURCHASE WARRANT

                  This First Amendment ("Amendment") to the Series D Convertible
Preferred Stock Purchase Warrants ("Warrants") of Inhibitex, Inc., a Delaware
corporation (the "Company"), issued from time to time to the Holders (as defined
therein), is made and effective as of this 20th day of February 2004.

                              W I T N E S S E T H:

         WHEREAS, the Warrants contain an expiration date and automatic net
exercise provision which is effective upon the closing of certain underwritten
public offerings;

         WHEREAS, the parties now wish to amend the Warrants to revise the
definition of such underwritten public offerings;

         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 Warrants.

         2. The Warrants are each amended by deleting the first sentence of
Section 8 thereof and replacing it with the following:

         "This Warrant shall expire at the close of business on the fifth
         anniversary of the date hereof, or effective upon the closing of a firm
         commitment underwritten public offering of shares of Common Stock in
         which (i) the Company receives gross proceeds of at least $35,000,000
         before underwriting discounts, commissions and fees and (ii) the price
         to the public in such offering is approved by the pricing committee of
         the Company's board of directors, which pricing committee consists of
         at least one representative of each of the Company's Series C
         Convertible Preferred Stock, Series D Preferred Stock and Series E
         Convertible Preferred Stock, whichever is earlier, and shall be void
         thereafter."

         3. Except as amended hereby, the Warrants remain unchanged.



This Amendment was approved by resolution of the Board of Directors of the
Company at a meeting duly held February 20, 2004 and the consent of the Holders
of at least 66 2/3% of the number of shares of Series D Preferred Stock issuable
upon the exercise of the Warrants, dated as of February 20, 2004.