LICENSE AGREEMENT



This License Agreement ("Agreement") is made effective as of the last signature

date below, ("Effective Date"), by and between the University of Iowa Research

Foundation, an Iowa corporation having its principal place of business at 214

Technology Innovation Center, Iowa City, IA 52242 ("UIRF"), and Inhibitex, a

Delaware corporation having a principal place of business at 1165 Sanctuary

Parkway, Suite 400, Alpharetta, GA 30004 ("Licensee").



                                   WITNESSETH



WHEREAS, under the patent policy of The University of Iowa (UI), all inventions

arising during the normal course of research and teaching at the UI are assigned

to the UIRF to obtain patent or other appropriate intellectual property

protection and license said technology;



WHEREAS, UIRF is owner by assignment from Prof. Mark F. Stinski of his invention

and of U.S. Patent Nos. 5,168,062 and 5,385,839, issued December 1, 1992, and

January 31, 1995 respectively, titled TRANSFER VECTORS AND MICROORGANISMS

CONTAINING HUMAN CYTOMEGALOVIRUS (HCMV) IMMEDIATE-EARLY PROMOTER-REGULATORY DNA

SEQUENCE (no foreign filings have been undertaken by the UIRF);



WHEREAS, the development of this invention was sponsored by the National

Institute of Allergy and Infectious Diseases and as a consequence this license

is subject to overriding obligations to the Federal Government under 35 U.S.C.

Section 200-212 and applicable regulations;



WHEREAS, Licensee desires a non-exclusive license to the above United States

patents for their use in the production of proteins;



WHEREAS, UIRF wishes to grant such a license in accordance with the terms of

this Agreement.



NOW THEREFORE, the parties agree as follows:



                            ARTICLE I -- DEFINITIONS



1.1      Licensed Patents shall mean U.S. Patent Nos. 5,168,062 and 5,385,839

titled TRANSFER VECTORS AND MICROORGANISMS CONTAINING HUMAN CYTOMEGALOVIRUS

(HCMV) IMMEDIATE-EARLY PROMOTER REGULATORY DNA SEQUENCE, by Prof. Mark F.

Stinski, issued December 1, 1992 and January 31, 1995 respectively, or any U.S.

patents issuing thereon, including any continuations, continuations-in-part,

divisions, reissues, reexaminations and extensions thereof and patents

corresponding thereto.



1.2      Licensed Products shall mean and include any and all protein or peptide

based products or biological materials, including antibodies, or other processes

and products in the Licensed Field, the making, using, selling or importing of

which would, but for this Agreement, constitute an infringement of one or more

Valid Claims of the Licensed Patents.



1.3      Valid Claim shall mean any claim in an unexpired patent included within

Licensed Patents which claim has not been disclaimed or held invalid or

unenforceable by an unappealed or unappealable decision of a court.



{PAGE}



1.4      Licensed Field shall mean the use of the Licensed Patents and the

making, having made, using, selling or importing of the Licensed Products in the

PRODUCTION OF PROTEINS by cell culture. Licensed Field specifically excludes any

use of the Licensed Patents or use and/or sale of Licensed Products for gene

therapy applications and including genetic immunization or DNA-based vaccines.



1.5      Licensed Territory shall mean any country in which the making, using,

selling or importing of Licensed Products would, but for the license granted in

this Agreement, infringe one or more Valid Claims of the Licensed Patents.



1.6      Net Sales shall mean the gross amount received by Licensee and/or its

Affiliates from the sales of Licensed Products within the Licensed Field in the

Licensed Territory to third party customers less:



         a) normal and customary rebates, cash and trade discounts actually

         allowed;



         b) credits allowed for returned or damaged goods;



         c) insurance and transportation costs; and



         d) sales, excise, value added, import and export taxes, and any tariffs

         and duties imposed on the transaction, if separately invoiced.



On sales between Licensee and/or its Affiliates for resale, the royalty shall be

paid on the resale.



1.7      Earned Royalties shall mean royalties paid or payable by Licensee to

UIRF as determined with respect to Net Sales.



1.8      Affiliate means any corporation or other business entity in which

Licensee owns or controls, directly or indirectly, at least fifty percent (50%)

of the outstanding stock or other voting rights entitled to elect directors, or

in which Licensee is owned or controlled directly or indirectly by at least

fifty percent (50%) of the outstanding stock or other voting rights entitled to

elect directors.



1.9      For purposes of this Agreement, Partner shall mean any third party

other than Affiliate with which Licensee has an arrangement providing the third

party the right to manufacture, use, develop, promote, distribute, market, sell

or import Licensed Products in conjunction with Licensee in the Licensed Field

in the Licensed Territory.



                             ARTICLE II -- THE GRANT



2.1      UIRF hereby grants to Licensee and its Affiliates, subject to the terms

and conditions hereof, a non-exclusive license under Licensed Patents to make,

have made, use, import, have imported, sell, offer to sell and have sold the

Licensed Products within the Licensed Field in the Licensed Territory.



2.2      The license granted in Section 2.1 above extends to a Partner as

defined in Section 1.9 only to the extent that said license is limited to the

Partner's right to manufacture, use, develop, promote, distribute, market, sell

or import Licensed Products within the Licensed Field in conjunction with

Licensee. Within thirty (30) days of the execution of this Agreement, or in the

case of Licensee's new Partner Agreements, within thirty (30) days of the

execution of the Partner Agreement, Licensee shall notify its Partner(s) that

this License grants to the Partner only limited rights under the Licensed Patent

for the Licensed Field and that the Partner will need a separate license from

the UIRF for the Partner's use, manufacture, development, promotion,

distribution or marketing of any additional products which are not made in

conjunction with Licensee. Licensee shall promptly send copies to UIRF of all

such notifications sent to such Partners, specifying the Licensed Products that

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