DEALER MANAGER AGREEMENT

[], 2004

PIPER JAFFRAY & CO.

Piper Jaffray Tower

222 South Ninth Street

Minneapolis, MN 55402

Ladies/Gentlemen:

1. General. ViroPharma Incorporated, a Delaware corporation (the Company), proposes to offer to exchange $127,900,000 aggregate principal amount of its outstanding 6.0% Convertible Existing Notes due 2007 (the Existing Notes) that are convertible into common stock, par value $0.002 per share, (the Shares) of the Company for $99,122,500 aggregate principal amount of 6.0% Convertible Senior Plus Cash Notes_SM due 2009 (the Plus Cash Notes). The Plus Cash Notes issued in the Exchange Offer are to be issued pursuant to an Indenture, to be dated as of [], 2004, as amended or modified from time to time (the Indenture), between the Company and U.S. Bank National Association, as Trustee (the Trustee). Capitalized terms used herein without definition shall have their respective meanings set forth in or pursuant to the Registration Statement (as defined herein), notwithstanding that such terms as used herein are not capitalized in the Registration Statement.

2. Engagement as Dealer Manager. By this Dealer Manager Agreement (the Agreement), the Company hereby engages and appoints you as the exclusive Dealer Manager for the Exchange Offer and authorizes you to act as such in connection with the Exchange Offer.

As Dealer Manager you agree, in accordance with your customary practice, to use reasonable efforts to perform in connection with the Exchange Offer those services as are customarily performed by investment banking concerns in connection with similar offers, including, without limitation, soliciting from individuals and institutions the tender of the Existing Notes pursuant to and in accordance with the terms and conditions of the Exchange Offer. You shall act as an independent contractor in connection with the Exchange Offer with duties solely to the Company, and nothing herein contained shall constitute you as an agent of the Company in connection with the solicitation of the tender of Existing Notes pursuant to and in accordance with the terms and conditions of the Exchange Offer; provided, however, that the Company hereby authorizes the Dealer Manager and/or one or more registered brokers or dealers chosen by the Dealer Manager, to act as the Companys agent in making the Exchange Offer to residents of any jurisdiction in which such agent designation may be necessary to comply with applicable law. Nothing in this Agreement shall constitute the Dealer Manager a partner or joint venturer with the Company or its subsidiary, VCO, Incorporated (subsidiary). On the basis of the representations and warranties and agreements of the Company contained herein and subject to and in accordance with the terms and conditions hereof and of the Exchange Offer, the Dealer Manager agrees to act in such capacity.

3. Registration Statement, Prospectus and Offering Materials.

(a) The Company has prepared and filed with the Securities and Exchange Commission (the Commission), under the Securities Act of 1933, as amended (the Securities Act), the Trust Indenture Act of 1939, as amended (the TIA), and applicable rules and regulations (the Rules and Regulations) of the Commission under the Securities Act, the TIA and the Securities Exchange Act of 1934, as amended (the Exchange Act), a registration statement on Form S-4 (File No. 333-[]) and the amendments thereto, including a Prospectus (as defined below), covering the registration of the offer and sale of the Plus Cash Notes in the Exchange Offer; the Shares issuable upon conversion of the Plus Cash Notes issued in the Exchange Offer; the Shares that may be issued solely at the Companys option as payment of interest (including any Make-Whole Payment) on the Plus Cash Notes issued in the Exchange Offer; and the Shares issuable solely at the Companys option as payment of the Plus Cash Amount. The term Registration Statement as used in this Agreement shall mean such registration statement, including financial statements, schedules and exhibits, in the form in which it becomes effective and, in the event of any amendment thereto or the filing of any abbreviated registration statement pursuant to Rule 462(b) of the Rules and Regulations relating thereto after the effective date of such registration statement, shall also mean (from and after the effectiveness of such amendment or the filing of such abbreviated registration statement) such registration statement as so amended, together with any such abbreviated registration statement. The term Prospectus as used in this Agreement shall mean the final prospectus included in the Registration Statement. Notwithstanding the foregoing, if any revised prospectus shall be provided to you by the Company for use in connection with the Exchange Offer that differs from the prospectus referred to in the immediately preceding sentence (whether or not such revised Prospectus is required to be filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations), the term Prospectus shall refer to such revised prospectus from and after the time it is first provided to you for such use. Any reference to the Registration Statement or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 13 of Form S-4 under the Securities Act, as of the date of the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the Exchange Act) and the Rules and Regulations of the Commission thereunder, which, upon filing, are incorporated by reference therein, as required by Item 11 of Form S-4. As used in this Agreement, the term Incorporated Documents means the documents which at the time are incorporated by reference in the Registration Statement, the Prospectus or any amendment or supplement thereto. The terms supplement and amendment or supplemented and amended as used herein with respect to the Prospectus shall include all documents deemed to be incorporated by reference in the Prospectus that are filed subsequent to the date of the Prospectus and prior to the termination of the Exchange Offer by the Company with the Commission pursuant to the Exchange Act and the Rules and Regulations of the Commission thereunder.

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(b) The Company has prepared and filed, or agrees that prior to or on the date of commencement of the Exchange Offer (the Commencement Date) it will file, with the Commission under the Exchange Act and the Rules and Regulations of the Commission promulgated thereunder a Statement on Schedule TO with respect to the Exchange Offer, including the exhibits thereto and any documents incorporated by reference therein. The term Schedule TO as used in this Agreement shall mean such Schedule TO, including any amendment or supplement thereto.

(c) The Registration Statement, Prospectus, Schedule TO, the related letters from the Dealer Manager to securities brokers, dealers, commercial banks, trust companies and other nominees that have been approved for use by the Company, which approval shall not be unreasonably withheld, letters to beneficial owners of Existing Notes, the Letter of Transmittal and any newspaper announcements, if any, press releases and other exchange offer solicitation materials and information the Company may prepare, approve, publicly disseminate, provide to registered or beneficial holders of Existing Notes or authorize for public dissemination or use by registered or beneficial holders of Existing Notes in connection with the Exchange Offer, are collectively referred to as the Exchange Offer Materials.

4. Use of Exchange Offer Materials.

(a) The Exchange Offer Materials have been or will be prepared and approved by, and are the sole responsibility of, the Company. The Company shall disseminate or, to the extent permitted by law use its best efforts to disseminate, the Exchange Offer Materials to each registered holder of any Existing Notes, as soon as is practicable on the Commencement Date, pursuant to Rule 13e-4 under the Exchange Act, and comply with its obligations thereunder. Thereafter, to the extent practicable, until three days prior to the expiration date of the Exchange Offer (the Expiration Date), the Company shall use its best efforts to cause copies of such Exchange Offer Materials and a return envelope to be mailed to each person who becomes a holder of record of any Existing Notes. The Company acknowledges and agrees that you may use the Exchange Offer Materials, as specified herein without assuming any responsibility for independent verification on your part other than information about the Dealer Manager supplied by you in writing; and the Company represents and warrants to you that you may rely on the accuracy and completeness of any information delivered to you by or on behalf of the Company without assuming any responsibility for independent verification of such information and without performing or receiving any appraisal or evaluation of the assets or liabilities of the Company.

(b) The Company agrees to provide you with as many copies as you may reasonably request of the Exchange Offer Materials. The Company agrees that within a reasonable time prior to using or filing with the Commission or any governmental or regulatory entity or agency (an Other Agency), including the National Association of Securities Dealers, Inc. (the NASD), of any Exchange Offer Materials, it will submit copies of such materials to you and your counsel and will give reasonable consideration to your and your counsels comments, if any, thereon. The Company agrees prior to the termination of the Exchange Offer, before amending or supplementing the Registration Statement or the Prospectus, to furnish copies of drafts to, and consult with, you and your counsel within a reasonable time in advance of

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filing with the Commission of any amendment or supplement to the Registration Statement, the Prospectus or the other Exchange Offer Materials and will give reasonable consideration to your and your counsels comments, if any, thereon.

(c) The Company has furnished or shall use its best efforts to furnish to you, or cause the transfer agents or registrars for the Existing Notes to furnish to you, as soon as practicable after the date hereof (to the extent not previously furnished), cards or lists in reasonable quantities or copies thereof showing the names of persons who were the holders of record or, to the extent available, the beneficial owners of the Existing Notes as of a recent date, together with their addresses and the aggregate principal amount at maturity of the Existing Notes held by them. Additionally, the Company shall update, or cause the transfer agents or registrars referred to above to update, such information from time to time during the term of this Agreement as may be reasonably requested by you. Except as otherwise provided herein, you agree to use such information only in connection with the Exchange Offer and in connection with the offer of additional Plus Cash Notes for cash (the New Money Offering) pursuant to the terms of a placement agreement, dated as of [                    ], 2004, between the Company and Piper Jaffray & Co. (the Placement Agreement).

(d) The Company authorizes the Dealer Manager to use the Exchange Offer Materials in connection with the Exchange Offer for such period of time as any such materials are required by law to be delivered in connection therewith. The Dealer Manager shall not have any obligation to cause any Exchange Offer Materials to be transmitted generally to the holders of Existing Notes.

(e) The Company authorizes the Dealer Manager to communicate with the information agent identified in the Prospectus (the Information Agent) or the exchange agent identified in the Prospectus (the Exchange Agent) appointed by the Company to act in such capacity in connection with the Exchange Offer. The Company will arrange for the Information Agent and/or Exchange Agent to advise you, as necessary and at least daily, as to such matters relating to the Exchange Offer as you may reasonably request.

(f) The Company agrees that any reference to the Dealer Manager in any Exchange Offer Materials or in any newspaper announcement or press release or other document or communication is subject to the Dealer Managers prior consent, which consent shall not be unreasonably withheld.

5. Withdrawal. In the event that the Company: (i) uses or permits the use of, or files with the Commission or any Other Agency, any Exchange Offer Materials or any amendment or supplement to the Registration Statement or the Prospectus, and such document (a) has not been submitted to you previously for your and your counsels comments; or (b) has been so submitted, and you or your counsel have made comments which have not been reflected in a manner reasonably satisfactory to you or your counsel; (ii) breaches, in any material respect, any of its representations, warranties, agreements or covenants herein; or (iii) amends or revises the Exchange Offer in a manner not reasonably acceptable to you, then you shall be entitled to withdraw as Dealer Manager in connection with the Exchange Offer without any liability or penalty to you and without loss of any right to indemnification or contribution provided in

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Section 11 or to the payment of all fees and expenses payable under Sections 6 and 7 below which have accrued to the date of such withdrawal (it being agreed that in the event of any such withdrawal, for the purpose of determining the fees payable to you pursuant to Section 6, the aggregate principal amount of Existing Notes tendered pursuant to the Exchange Offer as of the close of business on the date of such withdrawal that are thereafter acquired by the Company or its subsidiary or affiliates pursuant to the Exchange Offer or otherwise on or before the Expiration Date shall be deemed to have been acquired as of the date of such withdrawal).

6. Fees. As compensation for your services in connection with the Exchange Offer, the Company will pay you a graduated fee determined in accordance with the fee schedule set forth below as of the Expiration Date with regard to the Existing Notes validly tendered and accepted for exchange pursuant to the Exchange Offer:

(a) 1.50% of the aggregate principal amount of Existing Notes exchanged up to $38,400,000 in aggregate principal amount; plus

(b) 1.65% of the aggregate principal amount of Existing Notes exchanged in excess of $38,400,000 and up to $76,700,000 in aggregate principal amount; plus

(c) 1.90% of the aggregate principal amount of Existing Notes exchanged in excess of $76,700,000 and up to $115,100,000 in aggregate principal amount; plus

(d) 0.00% of the aggregate principal amount of the Existing Notes exchanged in excess of $115,100,000.

The total fee due and payable by the Company on the date when the Exchange Offer is consummated (the Closing Date) will be paid in cash in accordance with the fee structure above. The maximum cumulative fee payable by the Company pursuant to this Section 6 to you in connection with the Exchange Offer is $1,937,550.

7. Expenses. The Company agrees that it will pay the costs and expenses incident to the performance of its obligations hereunder whether or not any Plus Cash Notes are issued in exchange for Existing Notes in the Exchange Offer, including, without limitation (i) all costs and expenses incurred by dealers and brokers (including yourself), commercial banks, trust companies and nominees for their customary mailing and handling expenses incurred in forwarding the Exchange Offer Materials to their customers, (ii) the filing fees and expenses, if any, incurred with respect to any filing with The Nasdaq National Market (Nasdaq), (iii) the filing fees incident to securing any required review by the NASD, of the terms of the Exchange Offer, (iv) all costs and expenses incident to the preparation, issuance, execution and delivery of the Plus Cash Notes upon exchange of the Existing Notes, (v) all costs and expenses incident to the preparation, printing and filing under the Securities Act of the Registration Statement and the Prospectus (including, without limitation, in each case all exhibits, amendments and supplements thereto), (vi) all costs and expenses incident to the qualification of the Plus Cash Notes under state securities laws in accordance with the provisions of Section 9(c) hereof, the filing fees incident to any necessary filings under state securities laws and all costs and expenses in connection with the preparation of the Blue Sky Survey and any supplement thereto (including,

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