0001193125-04-045582 Sample Contracts

OPTION AGREEMENT between SCHERING CORPORATION and VIROPHARMA INCORPORATED
Option Agreement • March 19th, 2004 • Viropharma Inc • Pharmaceutical preparations • New York
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EXCHANGE AGREEMENT
Exchange Agreement • March 19th, 2004 • Viropharma Inc • Pharmaceutical preparations • Delaware

THIS EXCHANGE AGREEMENT (this “Agreement”), dated as of October 2, 2003 (the “Effective Date”), is made by and between Everspring Master Fund Ltd. (“Everspring”) and ViroPharma Incorporated (the “Company”).

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Contract
First Amended and Restated Agreement • March 19th, 2004 • Viropharma Inc • Pharmaceutical preparations

Portions of this exhibit were omitted and filed separately with the Secretary of the Commission pursuant to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934. Such portions are marked by a series of asterisks.

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SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT
Severance Agreement • March 19th, 2004 • Viropharma Inc • Pharmaceutical preparations • Pennsylvania

THIS AMENDED AND RESTATED AGREEMENT dated as of September 1, 2003 is made by and between ViroPharma Incorporated (the “Company”), and Claude Nash (the “Employee”).

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