SECURITY AGREEMENT

This SECURITY AGREEMENT (this Agreement), dated as of April 9, 2007, by FERMAVIR PHARMACEUTICALS, INC., a Florida corporation (FPI) and FERMAVIR RESEARCH, INC., a Delaware corporation (FRI, each of FPI and FRI is referred to herein individually as a Grantor and collectively as the Grantors), and INHIBITEX, INC., a Delaware corporation (the Purchaser or the Collateral Agent), as Collateral Agent on behalf of the Holders (as defined herein).

W I T N E S S E T H:

WHEREAS, pursuant to that certain Note Purchase Agreement dated as of the date hereof (the Note Purchase Agreement) by and between FPI and the Collateral Agent, as Purchaser, the Purchaser has agreed to acquire senior secured promissory notes from FPI; and

WHEREAS, FRI is a wholly-owned subsidiary of FPI and the funds obtained from the issuance of the Notes will be used in connection with its business activities;

WHEREAS, pursuant to the Note Purchase Agreement, any transferee of the Notes has agreed to appoint the Purchaser as collateral agent with respect to the indebtedness thereunder, and the Collateral Agent has agreed to act in such capacity; and

WHEREAS, in order to induce the Holders to enter into the Note Purchase Agreement and the other Investment Documents (as defined in the Note Purchase Agreement), Grantors have agreed to grant a continuing Lien on the Collateral (as hereinafter defined) to secure the Obligations.

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Definitions.  Terms defined in the Note Purchase Agreement and not otherwise defined in this Agreement shall have the meanings defined for those terms in the Note Purchase Agreement.  Terms defined in the Uniform Commercial Code as enacted in the State of New York (as amended from time to time, the New York Commercial Code) and not otherwise defined in this Agreement or in the Credit Agreement shall have the meanings defined for those terms in the New York Commercial Code.  In addition, as used in this Agreement, the following terms shall have the meanings respectively set forth after each:

Agreement means this Security Agreement, and any extensions, modifications, renewals, restatements, supplements or amendments hereof.

Collateral means and includes all present and future right, title and interest of Grantors in or to any property or assets whatsoever, and all rights and powers of Grantors to transfer any interest in or to any personal property or assets whatsoever, including, without limitation, any and all of the following personal property:

(1)           accounts;

(2)           chattel paper (including, without limitation, tangible chattel paper and electronic chattel paper);

(3)           goods (including, without limitation, equipment, inventory and fixtures);

(4)           instruments (including, without limitation, promissory notes);

(5)           investment property;

(6)           documents;

(7)           deposit accounts;

(8)           general intangibles (including, without limitation, payment intangibles);

(9)           supporting obligations;

(10)         other assets (including, without limitation, all books and records, inventions, discoveries, trade secrets, intellectual property rights, patents, trademarks, trade names, service marks and copyrights, registrations of and applications relating to any of the foregoing, and all associated goodwill); and

(11)         to the extent not listed above as original collateral, proceeds and products of, and accessions to, the foregoing.

Debtor Relief Laws means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

Secured Obligations means any and all present and future Obligations of every kind or nature of Grantors at any time and from time to time owed to the Secured Parties or any one or more of them, whether due or to become due, matured or unmatured, liquidated or unliquidated, or contingent or noncontingent, including Obligations of performance as well as Obligations of payment, and including interest that accrues after the commencement of any proceeding under any Debtor Relief Law by or against Grantors, whether or not allowed as a claim in such proceeding.

2

Secured Parties means the Collateral Agent, acting as the Collateral Agent or on behalf of the Holders, and each of them, and any one or more of them.  Subject to the terms of the Note Purchase Agreement and the Notes, any right, remedy, privilege or power of the Secured Parties shall be exercised by the Collateral Agent.

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