COMPANY VOTING AGREEMENT

COMPANY VOTING AGREEMENT (this Agreement) dated as of April 9, 2007, by and between INHIBITEX, INC., a Delaware corporation (Parent), and the Stockholders of FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (the Company), whose signatures appear on the signature pages to this Agreement (each a Stockholder).  Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement (as defined herein).

W I T N E S S E T H:

WHEREAS, each Stockholder is a holder of record and the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act)) of certain shares of common stock of the Company;

WHEREAS, Parent, the Company and Frost Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (Merger Sub), have entered into an Agreement and Plan of Merger and Reorganization dated as of April 9, 2007, as may be amended in accordance with its terms (the Merger Agreement), providing for the merger of the Company with and into Merger Sub, with Merger Sub being the surviving corporation and continuing as a wholly owned subsidiary of Parent (the Merger);

WHEREAS, in the Merger, the outstanding shares of common stock of the Company are to be converted into the right to receive shares of common stock of Parent as specified in the Merger Agreement; and

WHEREAS, in order to induce Parent to enter into the Merger Agreement, each Stockholder is entering into this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I
DEFINITIONS

1.1           Certain Definitions.  For purposes of this Agreement:

(a)           The terms Acquisition Inquiry, and Acquisition Proposal shall have the respective meanings assigned to those terms in the Merger Agreement.

(b)           Company Common Stock shall mean the common stock, par value $0.0001 per share, of the Company.

(c)           Stockholder shall be deemed to Own or to have acquired Ownership of a security if Stockholder:  (i) is the record owner of such security; or (ii) is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of such security.

(d)           Person shall mean any (i) individual, (ii) corporation, limited liability company, partnership or other entity, or (iii) governmental authority.

(e)           Subject Securities shall mean:  (i) all securities of the Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock) Owned by each Stockholder as of the date of this Agreement; and (ii) all additional securities of the Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which each Stockholder acquires Ownership during the period from the date of this Agreement through the Voting Covenant Expiration Date.

(f)            A Person shall be deemed to have a effected a Transfer of a security if such Person directly or indirectly:  (i) sells, pledges, encumbers, grants an option with respect to, transfers, hypothecates or disposes of such security or any interest in or option on such security to any Person other than Parent; (ii) enters into an agreement or commitment contemplating the possible sale of, pledge of, encumbrance of, grant of an option with respect to, transfer of or disposition of such security or any interest therein to any Person other than Parent; or (iii) reduces such Persons beneficial ownership of, interest in, control over or risk relating to or economic consequences of ownership of such security.

(g)           Voting Covenant Expiration Date shall mean the earlier of the date upon which the Merger Agreement is terminated, or the date upon which the Merger is consummated.

ARTICLE II
TRANSFER OF SUBJECT SECURITIES AND VOTING RIGHTS

2.1           Restriction on Transfer of Subject Securities.  Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, each Stockholder shall not, directly or indirectly, cause or permit any Transfer of any of the Subject Securities to be effected.

2.2           Restriction on Transfer of Voting Rights.  Subject to Section 2.3, during the period from the date of this Agreement through the Voting Covenant Expiration Date, each Stockholder shall ensure that:  (a) none of the Subject Securities is deposited into a voting trust; and (b) no proxy is granted, and no voting agreement or similar agreement is entered into, with respect to any of the Subject Securities.

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