LICENSE AGREEMENT



                                     BETWEEN



                         THE TEXAS A&M UNIVERSITY SYSTEM



                                       AND



                                 INHIBITEX, INC.



         THIS LICENSE AGREEMENT is made and entered into by and between The

Texas A&M University System (hereinafter referred to as "SYSTEM") with principal

offices in College Station, Texas, and Inhibitex, Inc. (hereinafter referred to

as "INHIBITEX"), a Delaware corporation with principal offices in Alpharetta,

Georgia.



                                   WITNESSETH:



         WHEREAS, SYSTEM is the owner, or the exclusive licensee, of certain

intellectual property related to Extracellular Matrix Binding Proteins; and



         WHEREAS, SYSTEM desires that such intellectual property should be

commercialized for the public benefit and welfare; and



         WHEREAS, INHIBITEX holds rights in related patent applications and

patents owned by SYSTEM, under a sublicense from the SYSTEM's licensee to such

related technologies, the AM Fund I, L.P.; and



         WHEREAS, in addition to value that the subject intellectual property

may hold in the production of commercial products, the intellectual property may

enhance the value of the company, and may complement other assets in the

portfolio of patent rights held by the company; and



         WHEREAS, INHIBITEX has represented that it has certain marketing,

engineering and financial capabilities, and that it shall commit itself to a

thorough and diligent program of development and commercialization of SYSTEM's

intellectual property so that the public utilization shall result therefrom; and



         WHEREAS, SYSTEM is willing to grant to INHIBITEX, and INHIBITEX is

willing to accept, a license to use SYSTEM intellectual property, upon the terms

and conditions set forth below.



         NOW, THEREFORE, in consideration of the mutual covenants and premises

contained herein, the receipt and sufficiency of which is hereby acknowledged,

the parties hereto agree as follows.



{PAGE}



                             ARTICLE I - DEFINITIONS



1.01     "PATENT RIGHTS" shall mean the SYSTEM's rights by assignment or by

         license in the following:



         (a)      United States Patent Application 09/200,650 entitled,

                  "Extracellular Matrix-Binding Proteins from Staphylococcus

                  Aureus," filed on November 25, 1998; and



         (b)      PCT/US Application 98/25246 entitled, "Extracellular

                  Matrix-Binding Proteins from Staphylococcus Aureus," filed on

                  November 25, 1998; and



         (c)      United States Patent Application 09/095,272 entitled, "Methods

                  for Inhibiting Platelet Aggregation and Thrombosis," filed on

                  June 10, 1998; and



         (d)      United States Provisional Patent Application 60/098,449

                  entitled, "Staphylococcal Adhesions for Donor Select and Donor

                  Stimulation Strategies, "filed on August 31, 1998; converted

                  August 1999 and also filed as a PCT application in August

                  1999; and



         (e)      United States Provisional Patent Application 60/098,439

                  entitled, "Multi-component Vaccines," filed on August 31,

                  1998; converted August 1999 and also filed as a PCT

                  application in August 1999; and



         (f)      United States Provisional Patent Application 60/098,443

                  entitled, "MSCRAMMS from Staphylococcal Epidermidis as Targets

                  from Immunopreventive and Immunotherapeutic Measures," filed

                  on August 31, 1998 and refilled on January 25, 1999 as

                  Provisional Application 60/117,119 as "Polypeptides and

                  Polynucleotides from coagulase-negative staphylococci"; and



         (g)      United States Provisional Application 60/133,334 entitled,

                  "Ace, a Collagen Binding MSCRAMM for Enterococcus Faesalis as

                  a Target for Immunopreventative Therapeutic Strategies,"

                  filed May 10, 1999; and



         (h)      United States Provisional Patent Application 69/132,404 field

                  April 28, 1999 entitled, "The Fibronogen-Binding MSCRAMM

                  (ClfA) of S. Aureus Inhibits Polymorphonuclear Attachment to

                  Fibrinogen"; and



         (i)      any patent(s) issuing from the foregoing application(s); any

                  divisionals, continuations, or continuations-in-part of the

                  foregoing applications; all equivalent foreign patent

                  applications which claim priority under such application(s);

                  any patent(s) issuing from the foregoing application(s); and

                  all extensions or reissues of any such patent(s).



1.03     "LICENSED PRODUCT" or "LICENSED PRODUCTS" shall mean any product,

         process, or composition of matter which is within the scope of any

         Valid Claim under the PATENT RIGHTS. As used herein, Valid Claim shall

         mean and include a claim of an unexpired patent, or one whose

         expiration date has been extended by law, so long as such claim shall

         not have been held invalid in an unappealed or unappealable decision or

         a court or other authority of competent jurisdiction.



1.04     "EFFECTIVE DATE" shall mean the date this Agreement is executed by both

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