Inhibitex (INHX)

Item 1.01 Entry into a Material Definitive Agreement.

On October 22, 2009, Inhibitex, Inc. (the "Company") entered into Stock and Warrant Purchase Agreements ("Purchase Agreements") with QVT funds, as lead investor, and co-investors including OrbiMed Advisors, New Enterprise Associates and Great Point Partners, as well as several other existing investors, pursuant to which the Company agreed to sell, at a price of $1.28 per share, an aggregate of 17,968,747 shares of its common stock, and warrants to purchase an aggregate of 8,085,932 shares of its common stock at an exercise price of $1.46 per share. The purchase price of $1.28 per share reflects the consolidated closing bid price of one share of the Company’s common stock on the Nasdaq Capital Market on October 22, 2009, plus $0.06 (reflecting the purchase price of one warrant). The warrants, when issued at the closing of the offering, will be immediately exercisable and will have a four year term.

The aggregate offering price of the shares of common stock and warrants agreed to be sold in the offering is approximately $23 million. MTS Securities, LLC, an affiliate of MTS Health Partners, acted as the Company’s exclusive placement agent for this transaction.

The closing of this offering is expected to occur on October 28, 2009, subject to customary closing conditions.

The offering was made only to accredited investors, as such term is defined in accordance with the Securities Act of 1933, as amended (the "Securities Act"). The shares of common stock and the warrants issued to the investors have not been registered under the Securities Act or any state securities laws. The Company is relying on the exemption from the registration requirements of the Securities Act by virtue of Section 4(2) thereof.

Pursuant to the terms of the Purchase Agreements, the Company has agreed to file with the Securities and Exchange Commission, within 30 days after the closing of the offering, a registration statement on Form S-3 to register for resale the shares of common stock issued in the offering and the shares of common stock issuable upon the exercise of the warrants issued in the offering, and to file additional registration statements relating thereto in certain circumstances. Pursuant to the terms of the Purchase Agreements, the Company has also agreed to indemnify the selling stockholders under the registration statements from certain liabilities, and to pay each of the investors in the offering liquidated damages equal to 1% (up to a maximum of 10%) of the aggregate purchase price paid by such investor in the offering if: the Company does not file a registration statement by the date required under the Purchase Agreements; a registration statement is not declared effective by the date required under the Purchase Agreements; or a registration statement becomes unavailable to the selling stockholders in certain circumstances. In addition, the Company has agreed to reimburse QVT Fund, LP, the lead investor in the offering, for all reasonable fees and expenses incurred by it in connection with the transactions contemplated by the Purchase Agreements, up to a maximum aggregate amount of $30,000.

As of the date of the Purchase Agreements, New Enterprise Associates 10, Limited Partnership ("NEA 10") and New Enterprise Associates 11, Limited Partnership ("NEA 11"), individually or with their affiliates, held more than 5% of the Company’s outstanding capital stock. M. James Barrett, a member of the Company’s board of directors, is a general partner of the general partner of NEA 10 and is a manager of the general partner of NEA 11.

The foregoing is a summary of the terms of the agreement and does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Stock and Warrant Purchase Agreement, which is attached hereto as Exhibit 10.53, and the Form of Warrant, which is attached hereto as Exhibit 10.54.

Item 1.01 Entry into a Material Definitive Agreement.

On February 27, 2007, the Compensation Committee approved certain criteria upon which management incentive cash compensation earned in the 2008 fiscal year will be based. The specific criteria include: advancement of the clinical development of the Company’s product candidate FV-100; advancement of the development of the Company's HIV and HCV preclinical programs or compounds; the attainment of certain business development activities or financial milestones; and other criteria that the Company does not publish because doing so would disclose confidential business information.

The objectives are weight-adjusted and the amount of any incentive cash compensation awarded will be based on the Committee’s assessment of the level of achievement (measured both in time and success) of the specific criteria as a percentage that may be less than, equal to or exceed 100% in aggregate. The objectives include up to 40% in additional weighting associated with goals or criteria considered by the Compensation Committee to be particularly challenging or unexpected that, if achieved, would be expected to provide substantial added benefit to the Company and its stockholders. As a result, the aggregate weight ascribed to some of the objectives for 2008 could be as high as 140%.

Annual incentive cash compensation of executive officers of the Company, which include the principal executive officer and the other named executive officers is determined based on the percentage level of the criteria achieved as determined by the Compensation Committee as described above. Accordingly, annual incentive cash compensation for a particular year for each employee in this group is determined by multiplying the amount of his or her base salary for that year, times an amount up to his or her contractual target bonus percentage times the percentage level of achievement of the criteria as determined by the Compensation Committee. The Compensation Committee has the discretion to increase or decrease a particular executive's bonus amount above his or her contractual target bonus percentage based on such executive's underlying performance.

Item 1.01 Entry into a Material Definitive Agreement.

On September 19, 2007, the stockholders of Inhibitex, Inc. (the "Company") approved the Company's Amended and Restated 2004 Stock Incentive Plan (the "Amended Plan"). A copy of the Amended Plan is included as Exhibit 10.2.1 hereto. The Amended Plan provides for an increase the number of shares of common stock available for awards to be granted under the Amended Plan by 2,800,000 and includes some clarifying language.

The foregoing summary of the amendments set forth in the Amended Plan is qualified in its entirety by reference to the full text of the Amended Plan, which is included as Exhibit 10.2.1 hereto.

In addition, on September 19, 2007, the Company amended its form of employee stock option agreement, which was previously filed as Exhibit 99.3 to the Current Report on Form 8-K filed on February 14, 2006 to provide that stock options issued to employees on or after such date will expire ten years from the date of grant (the "Amended Stock Option Agreement"). A copy of the Amended Stock Option Agreement is included as Exhibit 10.2.3 hereto.

Item 1.01 Entry into a Material Definitive Agreement.

On September 11, 2007, the Company entered into an exclusive worldwide license agreement with the University of Georgia Research Foundation (UGARF) for intellectual property covering a series of HIV integrase inhibitors in exchange for an upfront license fee of approximately $750,000 in cash and approximately 226,000 shares of the Company’s common stock, future milestone payments and royalties on future net sales. The license agreement also includes intellectual property related to a series of HCV polymerase inhibitors. In addition, Inhibitex entered into a sponsored research agreement with UGARF to provide up to three years of financial support for specified research and development activities to be performed at the University of Georgia related to the licensed programs.

Item 1.01 Entry into a Material Definitive Agreement.

Agreement and Plan of Merger and Reorganization

On April 9, 2007, Inhibitex, Inc. ("Inhibitex") entered into a definitive Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with FermaVir Pharmaceuticals, Inc. ("FermaVir"). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, FermaVir will merge with and into Frost Acquisition Corp., a wholly-owned subsidiary of Inhibitex (the "Merger"). As a result of the Merger, FermaVir will become a wholly-owned subsidiary of Inhibitex and each outstanding share of FermaVir common stock will be converted into the right to receive 0.55 of one share of Inhibitex common stock as set forth in the Merger Agreement. Under the terms of the Merger Agreement at closing, Inhibitex will issue, and FermaVir stockholders will receive in a tax-free exchange, shares of Inhibitex common stock such that FermaVir stockholders will own approximately 27 percent of the combined company on a pro forma basis and Inhibitex stockholders will continue to own approximately 73 percent. Consummation of the Merger is subject to customary closing conditions, including approval by the stockholders of Inhibitex and FermaVir, respectively. A copy of the Merger Agreement is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement.

In accordance with the terms of the Agreement and Plan of Merger and Reorganization, two Voting Agreements were entered into as of April 9, 2007: one between Inhibitex and certain stockholders of FermaVir who hold in the aggregate approximately 32% of the outstanding voting stock of FermaVir, the form of which is attached hereto as Exhibit 2.2, and one between FermaVir and certain stockholders of Inhibitex who hold in the aggregate approximately 34% of the outstanding voting stock of Inhibitex, the form of which is attached hereto as Exhibit 2.3. The Voting Agreements place certain restrictions on the transfer of the shares of Inhibitex and FermaVir held by the respective signatory stockholders and effect covenants on the voting of such shares in favor of approving the issuance of shares by Inhibitex or the Merger, as the case may be, and against any actions that could adversely affect consummation of the Merger. The foregoing description of the Voting Agreements is qualified in its entirety by reference to the full text of the Voting Agreements.

Note Purchase Agreement

On April 9, 2007, Inhibitex entered into a Note Purchase Agreement with FermaVir, pursuant to which Inhibitex has committed to lend up to $1.5 million to FermaVir at an interest rate of 12 percent. The note is secured by all of the assets of FermaVir. All borrowings are repayable no later than December 31, 2007. A copy of the Note Purchase Agreement, Form of Note, and Security Agreement are attached hereto as Exhibit 10.49(a-c) and are incorporated herein by reference. The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the full text of the Note Purchase Agreement.


Additional Information about the Merger and Where to Find It

In connection with the proposed merger, Inhibitex and Fermavir intend to file relevant materials with the Securities and Exchange Commission (the "SEC"), including a registration statement on Form S-4 that will contain a prospectus and a joint proxy statement. Investors and security holders of Inhibitex and Fermavir are urged to read these materials when they become available because they will contain important information about Inhibitex, Fermavir and the merger. The proxy statement, prospectus and other relevant materials (when they become available), and any other documents filed by Inhibitex and Fermavir with the SEC, may be obtained free of charge at the SEC’s web site at www.sec.gov . In addition, investors and security holders may obtain free copies of the documents filed with the SEC by Inhibitex by directing a written request to: Inhibitex, Inc., 9005 Westside Parkway, Alpharetta, GA 30004, Attention: Investor Relations; and documents filed with the SEC by Fermavir by directing a written request to Fermavir Pharmaceuticals, Inc., 420 Lexington Avenue, Suite 445, New York, N.Y. 10170, Attention: Investor Relations. Investors and security holders are urged to read the proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the merger.

Participants in the Solicitation

Inhibitex and Fermavir and their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies from the stockholders of Inhibitex and Fermavir in connection with the proposed transaction. Information regarding the special interests of these directors and executive officers in the merger transaction will be included in the proxy statement/prospectus referred to above. Additional information regarding the directors and executive officers of Inhibitex is also included in Inhibitex’s Annual Report on Form 10-K for year ended December 31, 2005 and in its proxy statement for its 2006 annual meeting of stockholders. This document is available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Inhibitex at the address set forth above. Additional information regarding the directors and executive officers of Fermavir is also included in Fermavir’s Annual Report on Form 10-KSB, as amended, for the year ended April 30, 2006. This document is available free of charge at the SEC’s web site (www.sec.gov) and from Investor Relations at Fermavir at the address set forth above.

Item 1.01 Entry into a Material Definitive Agreement.

On April 10, 2007, Inhibitex, Inc. issued a press release announcing a definitive agreement to acquire FermaVir Pharmaceuticals, Inc. A copy of the press release is furnished as Exhibit 99.1 to this report.