filed with the Commission pursuant to Rule 24b-2 under the Securities Exchange

Act of 1934.  Such portions are marked by asterisks.



                    COPROMOTION AND CODEVELOPMENT AGREEMENT



This Copromotion and Codevelopment Agreement (together with all Exhibits, this

"Agreement"), effective as of September 9, 2001, is made by and between

ViroPharma Incorporated, a Delaware corporation (hereinafter "ViroPharma"), with

primary offices located at 405 Eagleview Boulevard, Exton, PA 19341, and Aventis

Pharmaceuticals Inc., a Delaware corporation (hereinafter "Aventis"), with

offices located at Route 202-206, P.O. Box 6800, Bridgewater, New Jersey 08807.

ViroPharma and Aventis may be referred to herein as a "Party" or collectively as

"Parties."



WHEREAS, ViroPharma has certain exclusive rights under the SaSy Patents and the

ViroPharma Patents and the Trademarks in the Territory (as each is hereinafter

defined); and



WHEREAS, ViroPharma intends to seek regulatory approval to market, distribute

and sell VP Products (as hereinafter defined) in the Territory; and



WHEREAS, ViroPharma and Aventis each desire to collaborate with the other in the

development and marketing of VP Products in the Territory pursuant to the terms

set forth in this Agreement.



NOW, THEREFORE, for and in consideration of the foregoing and the

representations, covenants and agreements contained herein, ViroPharma and

Aventis, intending to be legally bound, hereby agree as follows:



1.   DEFINITIONS.



     1.1  "13D Group" means any group of Persons formed for the purpose of

          acquiring, holding, voting or disposing of Voting Securities which

          would be required under Section 13(d) of the Exchange Act and the

          rules and regulations thereunder to file a statement on Schedule 13D

          with the SEC as a "person" within the meaning of Section 13(d)(3) of

          the Exchange Act. Ownership of Voting Securities shall be determined

          in accordance with Rule l3d-3 of the Exchange Act as currently in

          effect.



     1.2  "Additional Indications" means either or both of:



          1.2.1  Prevention of VRI in patients with asthma and reduction in

                 associated lower respiratory tract morbidity (the "Asthma

                 Indication"); or

________________________________________________________________________________



                                                                          Page 1

{PAGE}



          1.2.2  Prevention of VRI in patients with chronic obstructive

                 pulmonary disease and reduction in associated lower respiratory

                 tract morbidity (the "COPD Indication").



     1.3  "Adverse Drug Experience" means any of: an "adverse drug experience,"

          a "life-threatening adverse drug experience," a "serious adverse drug

          experience," or an "unexpected adverse drug experience," as those

          terms are defined at either 21 C.F.R. (S) 312.32 or 21 C.F.R.

                               ------

          (S) 314.80.



     1.4  "Affiliate" means any person or entity that directly or indirectly

          controls or is controlled by or is under common control with

          ViroPharma or Aventis, as the case may be, but only for so long as

          said control shall continue. As used herein the term "control" means:



          1.4.1  the direct or indirect ownership of over fifty percent (50%) of

                 the outstanding voting securities of an entity or person (or,

                 such lesser percentage which is the maximum allowed to be owned

                 by a foreign corporation in a particular jurisdiction), or



          1.4.2  the right to receive over fifty percent (50%) of the profits or

                 earnings of an entity or person (or, such lesser percentage

                 which is the maximum allowed to be owned by a foreign

                 corporation in a particular jurisdiction), or



          1.4.3  such other relationship as in fact gives such individual or

                 entity the power or ability to control the management, business

                 and affairs of an entity or person.



     1.5  "Assigned Sales Force Effort" shall mean the number and type of PDEs

          to be performed by a Party for a VP Product in the Territory in each

          month during any Calendar Quarter, as assigned by the Marketing

          Subcommittee under the then applicable Commercialization Plan and

          Budget and in accordance with Section 5.4.



     1.6  "Aventis Competitor" means:



          1.6.1  an entity which, together with its Affiliates is among the top

                 twenty (20) pharmaceutical products companies in North America

                 based on annual revenues from North American sales of

                 pharmaceutical products in the Calendar Year immediately

                 preceding the Change of Control of ViroPharma, as reported by

                 IMS Health Incorporated;



          1.6.2  an entity that sells a pharmaceutical product which is a direct

                 competitor of one of Aventis' top (15) pharmaceutical products

                 based on annual global revenues from such pharmaceutical

                 product, provided that such competing product has achieved a

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