0001193125-07-064290 Sample Contracts

ViroPharma Incorporated $225,000,000 2.00% Convertible Senior Notes Due 2017
Underwriting Agreement • March 26th, 2007 • Viropharma Inc • Pharmaceutical preparations • New York

ViroPharma Incorporated, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $225,000,000 principal amount of the 2.00% Convertible Senior Notes due 2017, convertible into shares of Common Stock, par value $0.002 per share (the “Stock”) of the Company specified above (the “Firm Securities”) and, at the election of the Underwriters, up to an aggregate of $25,000,000 additional aggregate principal amount of such Convertible Senior Notes (the “Optional Securities”) (the Firm Securities and the Optional Securities which the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Securities”).

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AMENDMENT TO CONFIRMATION
Amendment to Confirmation • March 26th, 2007 • Viropharma Inc • Pharmaceutical preparations • New York

THIS AMENDMENT (this “Amendment”) is made as of this 22nd day of March 2007, between Credit Suisse International (“Dealer”) and ViroPharma Incorporated (“Issuer”).

AMENDMENT TO CONFIRMATION
Amendment to Confirmation • March 26th, 2007 • Viropharma Inc • Pharmaceutical preparations • New York

THIS AMENDMENT (this “Amendment”) is made as of this 22nd day of March 2007, between Wells Fargo, National Association (“Dealer”) and ViroPharma Incorporated (“Issuer”).

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