X0202 4 2005-04-28 0 0000946840 VIROPHARMA INC VPHM 0001244390 Baker Bros. Capital (GP), LLC 667 MADISON AVENUE NEW YORK NY 10021 0 0 1 0 0001087939 BAKER JULIAN 667 MADISON AVENUE NEW YORK NY 10021 0 0 1 0 0001087940 BAKER FELIX 667 MADISON AVENUE NEW YORK NY 10021 0 0 1 0 Common Stock 2005-04-28 4 P 0 570 1.7898 A 1175 I See footnote Common Stock 2005-05-10 4 P 0 71 2.6517 A 1246 I See footnote 6.0% Convertible Senior Secured Notes due 2009 2.50 2005-05-10 4 P 0 29000 A 2009-10-18 Common Stock 11600 658000 I See footnote In addition to Baker Bros. Capital (GP), LLC, this Form 4 is being filed jointly by Julian C. Baker and Felix J. Baker, each of whom has the same business address as Baker Bros. Capital (GP), LLC and may be deemed to have a pecuniary interest in securities owned by it. Because of certain relationships with other security holders of the Issuer, the Reporting Persons are filing solely for informational purposes as if they were a member of a group with such shareholders. (Continued in footnote 2.) However, the Reporting Persons disclaim that they and any other person or persons, in fact constitute a "group" for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, or Rule 13d-5 thereunder or that they are the beneficial owners of securities owned by any such other persons, and each of them disclaims beneficial ownership of securities reported herein except to the extent of their pecuniary interest, if any, therein. Represents 291 shares of common stock purchased directly by Baker Bros. Investments, L.P., and 279 shares of common stock purchased directly by Baker Bros. Investments II, L.P. Represents 599 shares of common stock owned directly by Baker Bros. Investments, L.P., and 576 shares of common stock owned directly by Baker Bros. Investments II, L.P. Represents securities owned directly by Baker Bros. Investments, L.P., and Baker Bros. Investments II, L.P. Baker Bros. Investments, L.P. and Baker Bros. Investments II, L.P., are each limited partnerships of which the sole general partner is Baker Bros. Capital, L.P., a limited partnership of which the sole general partner is Baker Bros. Capital (GP), LLC. Felix J. Baker and Julian C. Baker are the controlling members of Baker Bros. Capital (GP), LLC. Represents 36 shares of common stock purchased directly by Baker Bros. Investments, L.P., and 35 shares of common stock purchased directly by Baker Bros. Investments II, L.P. Represents 635 shares of common stock owned directly by Baker Bros. Investments, L.P., and 611 shares of common stock owned directly by Baker Bros. Investments II, L.P. Represents 15,000 principal amount of notes purchased directly by Baker Bros. Investments, L.P., and 14,000 principal amount of notes purchased directly by Baker Bros. Investments II, L.P. Immediately. 130.50% of the principal amount. Represents 415,000 principal amount of notes owned directly by Baker Bros. Investments, L.P. and 243,000 principal amount of notes owned directly by Baker Bros. Investments II, L.P. /s/ Julian C. Baker, as Managing Member of Baker Bros. Capital (GP), LLC 2005-05-12 /s/ Julian C. Baker 2005-05-12 /s/ Felix J. Baker 2005-05-12