SETTLEMENT AGREEMENT AND RELEASE



               THIS SETTLEMENT AGREEMENT AND RELEASE (this "Settlement

Agreement") is made this August 1, 2002, by and among VIROPHARMA INCORPORATED, a

Delaware corporation ("ViroPharma"), VCO INCORPORATED, a Delaware corporation

and wholly-owned subsidiary of ViroPharma ("VCO"), and AVENTIS PHARMACEUTICALS,

INC., a Delaware corporation ("Aventis"). For convenience, each of ViroPharma,

VCO and Aventis may be referred to in this Settlement Agreement as a "Party" and

collectively as "Parties."



                                   Background



               ViroPharma and Aventis are parties to that certain Copromotion

and Codevelopment Agreement, effective as of September 9, 2001, as amended (the

"Copromotion Agreement"). ViroPharma and Aventis are also parties to that

certain Stock Purchase Agreement, dated as of September 9, 2001 (the "Stock

Purchase Agreement"). Pursuant to that certain Sublicense and Subcontract

Agreement between ViroPharma and VCO, dated December 31, 2001 (the "VCO

Subcontract Agreement"), ViroPharma subcontracted and sublicensed to VCO certain

of ViroPharma's obligations and rights under the Copromotion Agreement.



               As a result of developments that have occurred since the

Effective Date of the Copromotion Agreement, the Parties have determined in good

faith to terminate such Copromotion Agreement and the Stock Purchase Agreement

without the payment of a termination fee.



               In consideration of the mutual covenants and releases contained

in this Settlement Agreement and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties, intending

to be legally bound, hereby agree as follows:



               1. Certain Capitalized Terms. Capitalized terms used in this

Settlement Agreement shall have the respective meanings ascribed to such terms

in the Copromotion Agreement and in this Settlement Agreement.



               2. Settlement and Termination of the Copromotion Agreement and

Stock Purchase Agreement. ViroPharma and Aventis hereby settle and resolve all

claims that they may have against each other under the Copromotion Agreement and

terminate each of the Copromotion Agreement and Stock Purchase Agreement in all

respects (including, without limitation, Sections 13.10 and 13.11 of the

Copromotion Agreement) effective as of the date of this Settlement Agreement,

and no further amounts shall be due or payable by Aventis or ViroPharma to the

other under or in connection with either or both of the Copromotion Agreement or

the Stock Purchase Agreement and neither Aventis nor ViroPharma shall have any

continuing or further obligation with respect to any representation, warranty,

obligation, covenant or agreement under either or both of the Copromotion

Agreement or the Stock Purchase Agreement except in each case as otherwise

provided in (a) Section 1 of this Settlement Agreement with respect to certain

capitalized terms, (b) Section 5 of this Settlement Agreement, and (c) Section

10(a) of this Settlement Agreement.



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               3. Mutual Releases.



                    (a) By ViroPharma.  Subject to Section 3(c) of this

Settlement Agreement, ViroPharma, for itself and anyone claiming by, through or

under ViroPharma, including, without limitation, VCO, hereby knowingly and

voluntarily releases and forever discharges Aventis and its Affiliates, and

their past and present shareholders, partners, directors, officers, employees,

agents and attorneys of any of the foregoing, and the predecessors, successors,

assigns, heirs and personal representatives of any of the foregoing, and all

insurers of any of the foregoing (collectively with Aventis, the "Aventis

Parties") of and from any and all claims, duties, obligations, liabilities,

debts, demands, expenses, costs, actions, and causes of action, whether at law

or in equity, known or unknown, accrued or unaccrued, matured or unmatured,

individually or derivatively, that ViroPharma or anyone claiming by, through or

under ViroPharma had, may have, or now have under, or that might subsequently

accrue or arise out of, or concern, either or both of the Copromotion Agreement

and the Stock Purchase Agreement.



                    (b) By Aventis.  Subject to Section 3(c) of this Settlement

Agreement, Aventis, for itself and anyone claiming by, through or under Aventis,

hereby knowingly and voluntarily releases and forever discharges ViroPharma and

its Affiliates, and their past and present shareholders, partners, directors,

officers, employees, agents and attorneys of any of the foregoing, and the

predecessors, successors, assigns, heirs and personal representatives of any of

the foregoing, and all insurers of any of the foregoing (collectively with

ViroPharma, the "ViroPharma Parties") of and from any and all claims, duties,

obligations, liabilities, debts, demands, expenses, costs, actions, and causes

of action, whether at law or in equity, known or unknown, accrued or unaccrued,

matured or unmatured, individually or derivatively, that Aventis or anyone

claiming by, through or under Aventis had, may have, or now have under, or that

might subsequently accrue or arise out of, or concern, either or both of the

Copromotion Agreement and the Stock Purchase Agreement.



                    (c) Exceptions. Nothing contained in this Settlement

Agreement shall settle, release, discharge or otherwise affect any of the

Parties' respective representations, warranties, obligations, agreements and

covenants under this Settlement Agreement.



               4. No Admission. The entry into this Settlement Agreement by

ViroPharma and VCO, on the one hand, and Aventis, on the other hand, does not

constitute an admission by any of them as to the merit or lack of merit of any

claims brought or that could have been brought against the other or any defenses

asserted or that could have been asserted with respect thereto, nor does it

constitute an admission by any of the Parties for any other purpose. Rather,

each of the Parties is entering into this Settlement Agreement without making

any admissions, and is doing so solely to avoid the expense that would be

involved in proceeding any further with their dispute regarding the Copromotion

Agreement.



                                      -2-



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               5. Payment for ViroPharma Commercialization and Development

Expenses; Details and Calls; Accelerated Refund; and Stock Purchase.



                    (a)  Payment for Commercialization and Development Expenses.

Notwithstanding anything to the contrary in this Settlement Agreement, Sections

8.5.1, 8.5.2, 8.5.3, 8.5.4, 8.6, 8.8, 8.9 and 8.10 of the Copromotion Agreement

shall survive the termination of the Copromotion Agreement until the date that

the Parties make final payment pursuant to Section 8.5.4 of the Copromotion

Agreement with respect to the period ending on the date of this Settlement

Agreement, and Section 8.11 shall survive until the third anniversary of this

Settlement Agreement.



                    (b)  Detail of Aventis Product. With respect to the

continued Detailing of Aventis Products after the date of this Settlement

Agreement the following shall apply:



                         (i)    Continued Detailing of Aventis Products.

Article 9 of the Copromotion Agreement shall survive the termination of the

Copromotion Agreement until August 31, 2002, and, for the sake of clarity,

ViroPharma shall continue to have the right and license to perform Details and

Calls with respect to the Aventis Products in accordance with the terms and

subject to the conditions set forth in Article 9 of the Copromotion Agreement

and to perform all other activities described therein (and VCO may continue to

act as ViroPharma's sublicensee and contractor under the VCO Subcontract

Agreement with respect thereto) until August 31, 2002.



                         (ii)   Payment for Details and Calls Through August 31,

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