0001193125-07-088615 Sample Contracts

Pharmasset, Inc. Common Stock UNDERWRITING AGREEMENT dated April 25, 2007 Banc of America Securities LLC UBS Securities LLC
Underwriting Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • New York

Agreement, as to which no opinion need be rendered) will not (a) result in a violation of the Company’s certificate of incorporation or by-laws; (b) result in a violation of Generally Applicable Law, or any order, writ, judgment, injunction, decree, determination or award listed in Schedule A to such opinion, or (c) result in a breach of, a default under or the acceleration of (or entitle any party to accelerate) the maturity of any obligation of the Company under, or result in require the creation of any lien upon or security interest in any property of the Company pursuant to the terms of, any agreement or document listed in Schedule A to such opinion.

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COLLABORATION AGREEMENT
Collaboration Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • Delaware

This COLLABORATION AGREEMENT (the “Agreement”), having a date of October 29, 2004 (the “Effective Date”), is made by and between, on the one hand, F. HOFFMANN-LA ROCHE LTD, a Swiss corporation, having its principal place of business at Grenzacherstrasse 124, CH-4070, Basel, Switzerland and HOFFMANN-LA ROCHE INC., a New Jersey corporation, having its principal place of business at 340 Kingsland Street, Nutley, New Jersey 07110 (collectively “Roche”) and, on the other hand, PHARMASSET, INC., a Delaware corporation, having its principal place of business at 1860 Montreal Road, Tucker, Georgia 30084 (“Pharmasset”).

LICENSE AGREEMENT by and between PHARMASSET, INC. and RFS PHARMA LLC Dated as of February 10, 2006
License Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • Georgia

This LICENSE AGREEMENT (this “Agreement”), dated as of February 4, 2006 (the “Effective Date”), is made by and between Pharmasset, Inc., a Delaware corporation having its principal place of business at 303-A College Road East, Princeton, New Jersey 08540 (“Pharmasset”), and RFS Pharma LLC, a Georgia limited liability company having its principal place of business at 2881 Peachtree Road N.E., Atlanta, Georgia 30305 (“RFSP”). Pharmasset and RFSP are each referred to individually as a “Party” and together as the “Parties.”

EXCLUSIVE PATENT AND KNOW HOW LICENSE AGREEMENT BY AND BETWEEN PHARMASSET, LTD (LICENSOR) AND PRIMAGEN HOLDING B.V. (LICENSEE)
Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations

Certain portions of this Exhibit have been omitted pursuant to a request for confidentiality. Such omitted portions, which are marked with brackets and asterisks [***], have been separately filed with the Commission.

NON-EXCLUSIVE SUBLICENSE AGREEMENT Between Apath, L.L.C. And Pharmasset, Inc. For HCV REPLICON And RELATED INTELLECTUAL PROPERTY
Non-Exclusive Sublicense Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • New York

THIS NON-EXCLUSIVE SUBLICENSE AGREEMENT (“Agreement”) is made and entered into August 26, 2005 (the “Effective Date”) by and between Apath, L.L.C., a limited liability company of the State of Missouri, with a business address at 893 N. Warson Road, St. Louis, Missouri 63141 (“Apath”); and Pharmasset, Inc., a Delaware company, with a business address at 303A College Road East, Princeton, New Jersey 08540 (“Pharmasset”). Apath and Pharmasset are hereinafter referred to individually as a “Party” or collectively as “Parties.”

LICENSE AGREEMENT BETWEEN BUKWANG PHARM. CO., LTD. AND PHARMASSET, INC.
License Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • Georgia

THIS LICENSE AGREEMENT is executed as of June 23, 2005, by and between BUKWANG PHARM. CO., LTD., with its principal offices at 398-1, Daebang-Dong, Dongjak-Ku, Seoul 156-020, Korea (“Bukwang”), and PHARMASSET, INC., with principal offices located at 1860 Montreal Road, Tucker, Georgia 30084, U.S.A. (“Pharmasset”).

WAIVER AND FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • April 24th, 2007 • Pharmasset Inc • Pharmaceutical preparations • Delaware

THIS WAIVER AND FOURTH AMENDMENT (the “Waiver and 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 the Effective Date (as defined below) 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 Waiver and Amendment shall have the meanings set forth in the Stockholders’ Agreement.

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