ViroPharma (VPHM)

ELECTION OF CLASS I DIRECTORS

Our board of directors currently consists of seven (7) directors. The board consists of three classes of directors, with each director serving a three-year term. Each year, one class of directors comes up for election. At the annual meeting, stockholders will vote on the election of three Class I directors. The Class I directors elected at the annual meeting of stockholders will serve until the 2012 annual meeting of stockholders and until each such director’s successor has been elected and qualified, except if the director resigns, is removed or dies before such time.

The Class I nominees for election to the board of directors at the annual meeting are Paul A. Brooke, Michael R. Dougherty and Robert J. Glaser. The Class II director presently is Dr. William D. Claypool. The Class III directors presently are John R. Leone, Vincent J. Milano and Howard H. Pien.

The affirmative vote of a plurality of shares of the common stock present or represented by proxy at the annual meeting and entitled to vote is required for the election of each of Paul A. Brooke, Michael R. Dougherty and Robert J. Glaser. If any of these nominees should become unable or unwilling to accept nomination or election, a circumstance which we do not expect, the proxy holders intend to vote for any alternate nominees designated by the board of directors or, in the discretion of the board, the position(s) may be left vacant.

Described below is certain information regarding each director, including the nominees. Each of the members of the board of directors, including the director nominees, is independent under applicable NASDAQ rules other than Mr. Milano who currently serves as our Chief Executive Officer. The Class I director nominees were recommended by the unanimous consent of the nominating and corporate governance committee and nominated by the unanimous vote of the entire board of directors.

ELECTION OF CLASS III DIRECTORS

Our board of directors currently consists of eight (8) directors. The board consists of three classes of directors, with each director serving a three-year term. Each year, one class of directors comes up for election. At the annual meeting, stockholders will vote on the election of three Class III directors. The Class III directors elected at the annual meeting of stockholders will serve until the 2011 annual meeting of stockholders and until each such director’s successor has been elected and qualified, except if the director resigns, is removed or dies before such time.

The Class III nominees for election to the board of directors at the annual meeting are John R. Leone, Vincent J. Milano and Howard H. Pien. The Class I directors presently are Paul A. Brooke, Robert J. Glaser and Michael R. Dougherty. The Class II directors presently are Dr. William D. Claypool and Michel de Rosen.

The affirmative vote of a plurality of shares of the common stock present or represented by proxy at the annual meeting and entitled to vote is required for the election of each of John R. Leone, Vincent J. Milano and Howard H. Pien. If any of these nominees should become unable or unwilling to accept nomination or election, a circumstance which we do not expect, the proxy holders intend to vote for any alternate nominees designated by the board of directors or, in the discretion of the board, the position(s) may be left vacant.

Described below is certain information regarding each director, including the nominees. Each of the members of the board of directors, including the director nominees, is independent under applicable NASDAQ rules other than Mr. de Rosen who served as our Chief Executive Officer until March 31, 2008 and Mr. Milano who currently serves as our Chief Executive Officer. The Class III director nominees were recommended by the unanimous vote of the independent directors and nominated by the unanimous vote of the entire board of directors.

ELECTION OF CLASS II DIRECTORS

Our board of directors currently consists of seven (7) directors. The board consists of three classes of directors, with each director serving a three-year term. Each year, one class of directors comes up for election. At the annual meeting, stockholders will vote on the election of two (2) Class II directors. The Class II directors elected at the annual meeting of stockholders will serve until the 2010 annual meeting of stockholders and until each such director’s successor has been elected and qualified, except if the director resigns, is removed or dies before such time.

The Class II nominees for election to the board of directors at the annual meeting are Michel de Rosen and Dr. William D. Claypool. The Class III members presently are Howard H. Pien and John R. Leone. Class I members presently are Paul A. Brooke, Robert J. Glaser and Michael R. Dougherty.

The affirmative vote of a plurality of shares of the common stock present or represented by proxy at the annual meeting and entitled to vote is required for the election of each of Mr. de Rosen and Dr. Claypool. If any of these nominees should become unable or unwilling to accept nomination or election, a circumstance which we do not expect, the proxy holders intend to vote for any alternate nominees designated by the board of directors or, in the discretion of the board, the position(s) may be left vacant.

Described below is certain information regarding each director, including the nominees. Each of the members of the board of directors, including the director nominees, is independent under NASDAQ rules other than Mr. de Rosen who is our Chief Executive Officer. The Class II director nominees were recommended by the unanimous vote of the independent directors and nominated by the unanimous vote of the entire board of directors.

ELECTION OF CLASS I DIRECTORS

Our board of directors currently consists of 7 directors. The board consists of three classes of directors, with each director serving a three-year term. Each year, one class of directors is subject to stockholder vote. At the annual meeting, stockholders will vote on the election of three Class I directors. The Class I directors elected at the annual meeting will serve until the 2009 annual meeting of stockholders and until each such director’s successor has been elected and qualified, except if the director resigns, is removed or dies before such time.

The Class I nominees for election to the board of directors at the annual meeting are Paul A. Brooke, Robert J. Glaser and Michael R. Dougherty. Class II members presently are Michel de Rosen and William D. Claypool, M.D. The Class III members presently are Frank Baldino, Jr., Ph.D. and John R. Leone. Dr. Baldino is leaving the board immediately following the annual meeting.

The affirmative vote of a plurality of shares of the common stock present or represented by proxy at the annual meeting and entitled to vote is required for the election of each of Messrs. Brooke, Glaser and Dougherty. If any of these nominees should become unable or unwilling to accept nomination or election, a circumstance which we do not expect, the proxy holders intend to vote for any alternate nominees designated by the board of directors or, in the discretion of the board, the position(s) may be left vacant.

Described below is certain information regarding each director, including the nominees. Each of the members of the board of directors is independent as defined by the rules of the NASDAQ Stock Market other than Mr. de Rosen who is our Chief Executive Officer. The Class I nominees were recommended by the unanimous vote of the independent directors and nominated by the unanimous vote of the entire board of directors.