COMMON STOCK PURCHASE AGREEMENT





                  THIS COMMON STOCK PURCHASE AGREEMENT (the "Agreement") is

entered into as of June 19, 2001 by and among ATHEROGENICS, INC., a Georgia

corporation ("AtheroGenics"), and the purchasers listed on Schedule I hereto

(individually a "Purchaser" and collectively the "Purchasers").



                  WHEREAS, AtheroGenics desires to sell and the Purchasers

desire to purchase shares of common stock, no par value per share, of

AtheroGenics ("Common Stock"), for the consideration and upon the terms and

conditions hereinafter set forth;



                  NOW, THEREFORE, in consideration of the foregoing and the

mutual covenants and agreements hereinafter set forth, the parties hereto agree

as follows:



                  1.       Sale and Purchase of Common Shares.



                           (a)      Sale and Purchase. Subject to the terms and

conditions hereof, AtheroGenics hereby agrees to sell, and the Purchasers,

severally and not jointly, hereby agree to purchase, on the date hereof (the

"Closing Date") shares of Common Stock (the "Common Shares") at a price per

Common Share (the "Share Price") equal to Five Dollars and Seventy-Five Cents

($5.75). Schedule I hereto sets forth the number of shares to be purchased by

each Purchaser opposite such Purchaser's name. The total purchase price to be

paid by each Purchaser shall be equal to the number of Common Shares to be

purchased by such Purchaser multiplied by the Share Price, and is set forth

opposite each Purchaser's name as that Purchaser's "purchase commitment" on

Schedule I hereto. The total aggregate number of Common Shares to be purchased

by all of the Purchasers shall not exceed 3,585,000 shares.



                           (b)      Closing. The purchase and sale of the Common

Shares shall take place at the offices of Long Aldridge & Norman LLP, 303

Peachtree Street, N.E., Suite 5300, Atlanta, Georgia 30308, at 1:00 p.m. Eastern

Time, on June 19, 2001 or at such other time and place as AtheroGenics and

Purchasers who have agreed to purchase a majority of the Common Shares listed in

Schedule I mutually agree upon (which time and place are referred to in this

Agreement as the "Closing"). At the Closing, the Purchaser will purchase the

number of shares apportioned to it on Schedule I against delivery to Purchaser

(or its designated custodian) by AtheroGenics of a certificate representing such

Common Shares. The full purchase price for such Common Shares shall be paid,

subject to delivery of the above-mentioned certificate, by wire transfer of

immediately available funds to AtheroGenics.



                  2.       Representations and Warranties of AtheroGenics.

AtheroGenics hereby represents, warrants and agrees, as follows:





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                           (a)      Organization, Good Standing and

Qualification. AtheroGenics is a corporation duly organized and validly existing

under the laws of the State of Georgia, and has full corporate power and

corporate authority to carry on its business as it is now being conducted, to

execute and deliver this Agreement and to consummate the transactions

contemplated hereby. AtheroGenics is currently in the process of preparing, and

warrants the completion and filing in reasonable due course of, its 2000 federal

corporate income tax return and 2000/2001 Georgia corporate income/net worth tax

return. An estimated tax payment of $3,500 has been submitted to the Georgia

Department of Revenue for estimated amounts due under the Georgia tax return.

Upon the filing of the Georgia tax return and payment of any additional amounts

due, if any, AtheroGenics will be in good standing under the laws of the State

of Georgia. AtheroGenics does not believe that there are any material amounts

owing under the foregoing tax returns that have not previously been paid.

AtheroGenics is qualified in each jurisdiction in which the failure to so

qualify would have a material adverse effect on the business, assets, financial

conditions, results, or operations of AtheroGenics ("Material Adverse Effect").

AtheroGenics has no subsidiaries.



                           (b)      Immediately before the Closing, the

capitalization of AtheroGenics will consist of 105,000,000 shares of capital

stock in the following amounts and classes: (i) 100,000,000 shares are

designated Common Stock, of which 24,124,948 shares of Common Stock were

outstanding and were duly authorized, validly issued, fully paid and

nonassessable and were issued in material compliance with applicable Federal and

state securities laws, including exemptions therefrom and none of such issuances

were made in violation of any preemptive right and (ii) 5,000,000 shares are

designated preferred stock, no par value per share, none of which were

outstanding on June 1, 2001 or are outstanding on the date hereof. AtheroGenics

has no other classes of stock authorized or outstanding.



                           (c)      As of the date of this Agreement, options

and warrants to purchase 2,706,935 and 250,290 shares of Common Stock,

respectively, were outstanding, and when such options and warrants are exercised

and the prescribed exercise price paid, the shares of Common Stock issued with

respect to such options and warrants will be duly authorized, validly issued,

fully paid and nonassessable and were issued in material compliance with

applicable Federal and state securities laws, including exemptions therefrom and

none of such issuances were made in violation of any preemptive right. Except as

set forth above and other than (i) 1,264,084 shares of Common Stock reserved for

issuance under AtheroGenics' 1995 Stock Option Plan of which 267,800 shares have

not been issued, (ii) 3,724,416 shares of Common Stock reserved for issuance

under AtheroGenics' Equity Ownership Plan of which 2,956,800 shares have not

been issued, and (iii) 2,000,000 shares of Common Stock reserved for issuance

under AtheroGenics' 2001 Equity Ownership Plan none of which have been issued,

there are no existing options, warrants, calls, commitments or rights of any

character to purchase or otherwise acquire from AtheroGenics shares of capital

stock of any class, no outstanding securities of AtheroGenics that are

convertible into shares of capital stock of AtheroGenics of any class, and no

options, warrants or rights to purchase from AtheroGenics any such convertible

securities. AtheroGenics has no outstanding contractual or other obligation to

repurchase, redeem or otherwise acquire any outstanding shares of its capital

stock. The issued and outstanding shares of Common Stock have not been, and the

Common Shares to be issued to Purchasers hereunder will not be, issued





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in violation of any preemptive or other rights of any person, whether arising by

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