0001193125-07-045568 Sample Contracts

THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • March 2nd, 2007 • Pharmasset Inc • Pharmaceutical preparations • Delaware

THIS THIRD AMENDMENT (the “Amendment”) TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT dated as of August 4, 2004, as amended (the “Stockholders’ Agreement”), is entered into as of June 1, 2006 by and among Pharmasset, Inc., a Delaware corporation (the “Company”), and the undersigned holders of the Company’s capital stock (collectively, the “Stockholders”). Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Stockholders’ Agreement.

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FORM OF INDEMNITY AGREEMENT
Indemnity Agreement • March 2nd, 2007 • Pharmasset Inc • Pharmaceutical preparations • Delaware

This Agreement is made and entered into as of , by and between Pharmasset, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”):

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