SUBLEASE AGREEMENT - Amended and Restated



1.       Parties. This sublease agreement (the "Sublease"), entered into this

         1st day of January, 2001 is made by and between ATHEROGENICS, INC., a

         Corporation formed under the laws of the State of Georgia (hereinafter

         called "Sublessor"), and INHIBITEX, INC., a Corporation formed under

         the laws of the State of Delaware (hereinafter referred to as

         "Sublessee").



2.       Subleased Premises. Sublessor hereby subleases to Sublessee and

         Sublessee hereby subleases from Sublessor for the Term (hereinafter

         defined), at the Rental, and upon all of the terms and conditions set

         forth in this Sublease, that certain office space containing

         approximately 12,414 rentable square feet (including approximately

         1,464 of rentable feet designated as the "ACF") more particularly

         described on Exhibit A (herein defined as the "Subleased Premises"),

         together with all other rights, benefits and privileges of a Sublessor

         as tenant under the Prime Lease including, without limitation, the

         right of use and enjoyment in common with others, of the common areas

         and facilities appurtenant to and serving the Subleased Premises, and

         no other furniture, fixtures, machinery, equipment or other furnishings

         of Sublessor. The Subleased Premises comprise portions of the Science

         and Administration Facility (and its related parking area) (hereinafter

         referred to as the "Leased Property"), having a street address of 8995

         Westside Parkway, Alpharetta, Georgia, 30004. Sublessor is the tenant

         of the Leased Property by virtue of a certain Prime Lease dated June

         19, 1998 ("Prime Lease"), with Cousins Properties, Inc. ("Prime

         Landlord"), which is attached hereto as Exhibit B and incorporated

         herein by reference in its entirety. Sublessee agrees that it will

         occupy the Subleased Premises in accordance with the terms of the Prime

         Lease and will not suffer to be done or omit to do, any action which

         may result in a violation of or a default under any of the terms an

         conditions of the Prime Lease, or render the Sublessor liable for any

         damage, charge or expense thereunder. This Sublease is and shall be at

         all times subject and subordinate to each and every one of the terms

         and conditions of the Prime Lease, except for those provisions of the

         Prime Lease which are directly contradicted by or inapplicable to the

         Sublease, in which event the terms of this Sublease shall control over

         the Prime Lease and the Sublessee shall comply with the applicable

         terms and provisions of the Prime Lease (e.g., the Rental amount is

         governed by paragraph 4 below)) which is incorporated herein by

         reference as though fully set forth. Sublessee's rights under this

         Sublease shall be contingent upon Sublessor's rights under the Prime

         Lease, and in the event the Prime Lease is terminated for any reason,

         then the Sublease shall be terminated and Sublessor shall have no

         liability to Sublessee as a result of said termination. Sublessor

         covenants that it has the right, power and authority to enter into and

         fulfill the obligations of this Sublease. Provided that Inhibitex is

         not in default hereunder, Sublessor shall take all reasonable actions

         and pay all monies due under the Prime Lease, in order to keep the

         Prime Lease in full force and effect. Nothing herein shall be construed

         in any way to affect the rights and obligations of the Prime Landlord,

         and no contractual relationship is intended hereby directly between

         Sublessee and Prime Landlord. Sublessor shall reasonably assist

         Sublessee in obtaining any consents or approvals of the

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