From 10-Q

Large accelerated filer:

Accelerated filer:

Non-accelerated filer:

¨ (Do not check if a smaller reporting company)

Smaller reporting company:

0001193125-12-344076.txt : 20120808 0001193125-12-344076.hdr.sgml : 20120808 20120808162114 ACCESSION NUMBER: 0001193125-12-344076 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120808 DATE AS OF CHANGE: 20120808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDENIX PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001093649 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 450478605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-49839 FILM NUMBER: 121017118 BUSINESS ADDRESS: STREET 1: 60 HAMPSHIRE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 BUSINESS PHONE: 617-995-9800 MAIL ADDRESS: STREET 1: 60 HAMPSHIRE STREET CITY: CAMBRIDGE STATE: MA ZIP: 02139 FORMER COMPANY: FORMER CONFORMED NAME: NOVIRIO PHARMACEUTICALS LTD DATE OF NAME CHANGE: 19990820 10-Q 1 d334226d10q.htm FROM 10-Q From 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2012

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-49839

Idenix Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware		45-0478605
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

60 Hampshire Street Cambridge, MA		02139
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (617) 995-9800

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of August 7, 2012, the number of shares of the registrant’s common stock, par value $0.001 per share, outstanding was 130,572,823 shares.


	Page

Part I-Financial Information

Item 1. Financial Statements

Unaudited Condensed Consolidated Balance Sheets at June 30, 2012 and December 31, 2011		3

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2012 and 2011		4

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2012 and 2011		5

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011		6

Notes to the Unaudited Condensed Consolidated Financial Statements		7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

Item 3. Quantitative and Qualitative Disclosures About Market Risk		31

Item 4. Controls and Procedures		31

Part II-Other Information

Item 1. Legal Proceedings		32

Item 1A. Risk Factors		32

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		50

Item 3. Defaults Upon Senior Securities		50

Item 4. Mine Safety Disclosures		50

Item 5. Other Information		50

Item 6. Exhibits		50

Signatures		51

Exhibit Index		52

Exhibit 10.1: 2012 Stock Incentive Plan

Exhibit 10.2: Incentive Stock Option Agreement

Exhibit 10.3: Nonstatutory Stock Option Agreement

Exhibit 10.4: Termination and Revised Relationship Agreement, dated July 31, 2012, between the Registrant, Idenix (Cayman) Limited and Novartis Pharma AG

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

EX-101 INSTANCE DOCUMENT

EX-101 SCHEMA DOCUMENT

EX-101 CALCULATION LINKBASE DOCUMENT

EX-101 DEFINITION LINKBASE DOCUMENT

EX-101 LABELS LINKBASE DOCUMENT

EX-101 PRESENTATION LINKBASE DOCUMENT

IDENIX PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

(UNAUDITED)


	June 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	79,309		$	118,271
Restricted cash		—			411
Receivables from related party		1,300			1,157
Other current assets		2,579			3,999

Total current assets		83,188			123,838
Intangible asset, net		8,140			8,708
Property and equipment, net		4,088			4,696
Restricted cash		750			750
Other assets		3,673			3,052

Total assets	$	99,839		$	141,044

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,512		$	2,886
Accrued expenses		9,993			8,413
Deferred revenue		—			36,068
Deferred revenue, related party		2,772			2,897
Other current liabilities		536			261

Total current liabilities		15,813			50,525
Other long-term liabilities		10,204			10,640
Deferred revenue, net of current portion		4,272			4,272
Deferred revenue, related party, net of current portion		21,947			24,382

Total liabilities		52,236			89,819
Commitments and contingencies (Note 9)
Stockholders’ equity:
Common stock, $0.001 par value; 200,000,000 shares authorized at June 30, 2012 and December 31, 2011; 108,438,933 and 107,218,463 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively		108			107
Additional paid-in capital		737,042			726,468
Accumulated other comprehensive income		113			365
Accumulated deficit		(689,660	)		(675,715	)

Total stockholders’ equity		47,603			51,225

Total liabilities and stockholders’ equity	$	99,839		$	141,044

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDENIX PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	Three Months Ended June 30,
	2012			2011
Revenues:
Collaboration revenue—related party	$	1,438		$	388
Other revenue		—			656

Total revenues		1,438			1,044
Operating expenses:
Cost of revenues		623			590
Research and development		20,542			10,257
General and administrative		5,861			4,480

Total operating expenses		27,026			15,327

Loss from operations		(25,588	)		(14,283	)
Other income, net		193			374

Loss before income taxes		(25,395	)		(13,909	)
Income tax expense		—			—

Net loss	$	(25,395	)	$	(13,909	)

Basic and diluted net loss per common share	$	(0.23	)	$	(0.15	)
Shares used in computing basic and diluted net loss per common share		108,372			92,737

Comprehensive loss:
Net loss	$	(25,395	)	$	(13,909	)
Changes in other comprehensive income:
Foreign currency translation adjustment		(460	)		115

Comprehensive loss	$	(25,855	)	$	(13,794	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDENIX PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE LOSS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

(UNAUDITED)


	Six Months Ended June 30,
	2012			2011
Revenues:
Collaboration revenue—related party	$	1,015		$	3,733
Other revenue		36,068			1,312

Total revenues		37,083			5,045
Operating expenses:
Cost of revenues		1,793			1,136
Research and development		39,135			18,339
General and administrative		10,635			8,394

Total operating expenses		51,563			27,869

Loss from operations		(14,480	)		(22,824	)
Other income, net		536			680

Loss before income taxes		(13,944	)		(22,144	)
Income tax expense		(1	)		(1	)

Net loss	$	(13,945	)	$	(22,145	)

Basic and diluted net loss per common share	$	(0.13	)	$	(0.27	)
Shares used in computing basic and diluted net loss per common share		108,061			82,982

Comprehensive loss:
Net loss	$	(13,945	)	$	(22,145	)
Changes in other comprehensive income:
Foreign currency translation adjustment		(252	)		393

Comprehensive loss	$	(14,197	)	$	(21,752	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDENIX PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(UNAUDITED)


	Six Months Ended June 30,
	2012			2011
Cash flows from operating activities:
Net loss	$	(13,945	)	$	(22,145	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,624			2,088
Share-based compensation expense		1,918			1,229
Revenue adjustment for contingently issuable shares		3,061			22
Other		(1	)		160
Changes in operating assets and liabilities:
Receivables from related party		(143	)		(329	)
Other assets		680			(1,275	)
Accounts payable		(373	)		(176	)
Accrued expenses and other current liabilities		1,906			(4,466	)
Deferred revenue		(36,068	)		(1,312	)
Deferred revenue, related party		(1,562	)		(1,562	)
Other liabilities		(424	)		(253	)

Net cash used in operating activities		(43,327	)		(28,019	)

Cash flows from investing activities:
Purchases of property and equipment		(486	)		(420	)
Release of restricted cash		411			—

Net cash used in investing activities		(75	)		(420	)

Cash flows from financing activities:
Proceeds from exercise of common stock options		4,308			220
Proceeds from issuance of common stock to related party		291			5,056
Proceeds from issuance of common stock, net of offering costs		—			55,169

Net cash provided by financing activities		4,599			60,445
Effect of changes in exchange rates on cash and cash equivalents		(159	)		232

Net increase (decrease) in cash and cash equivalents		(38,962	)		32,238
Cash and cash equivalents at beginning of period		118,271			46,115

Cash and cash equivalents at end of period	$	79,309		$	78,353

Supplemental disclosure of cash flow information:
Change in value of shares of common stock contingently issuable or issued to related party	$	4,058		$	(32	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. BUSINESS OVERVIEW

Overview

We entered into a collaboration with Novartis Pharma AG, or Novartis, relating to the worldwide development and commercialization of our drug candidates in May 2003, which we refer to as the development and commercialization agreement. In July 2012, we and Novartis materially amended the collaboration and executed a termination and revised relationship agreement, which we refer to as the termination agreement. In May 2003, we also entered into the stockholders’ agreement with Novartis, which we refer to as the stockholders’ agreement. In July 2012, we amended this agreement, which we refer to as the second amended and restated stockholders’ agreement. These agreements are described more fully in Note 4.

We have incurred losses in each year since our inception and at June 30, 2012, we had an accumulated deficit of $689.7 million. We expect to incur losses over the next several years as we continue to expand our drug discovery and development efforts. As a result of continuing losses, we may seek additional funding through a combination of public or private financing, collaborative relationships or other arrangements and we may seek a partner who will assist in the future development and commercialization of our drug candidates. In July 2012, we filed a universal, automatically effective, well-known seasoned issuer shelf registration statement with the Securities and Exchange Commission, or SEC, for the issuance, in one or more public offerings, of common stock, debt securities and other securities at prices and on terms to be determined at the time of the applicable offering. In August 2012, we issued approximately 25.3 million shares of our common stock under this new shelf registration and received $190.6 million in net proceeds. Additional funding may not be available to us or, if available, may not be on terms favorable to us. Further, any additional equity financing may be dilutive to stockholders, other than Novartis, which has the right to maintain its current ownership level. Following the completion of our offering in August 2012, Novartis owned approximately 25% of our common stock. In accordance with the terms of the second amended and restated stockholders’ agreement, Novartis has the right to purchase from us up to 7.8 million shares of our common stock for 30 days following this offering in order to maintain its ownership level immediately prior to the offering, which was approximately 31%.

We believe that our current cash, cash equivalents and the net proceeds of $190.6 million from our underwritten offering will be sufficient to sustain operations through at least March 31, 2014. If we are unable to obtain adequate financing on a timely basis, we could be required to delay, reduce or eliminate one or more of our drug development programs, enter into new collaborative, strategic alliances or licensing arrangements that may not be favorable to us and reduce the number of our employees. We are subject to risks common to companies in the biopharmaceutical industry including, but not limited to, the successful development of products, clinical trial uncertainty, regulatory approval, fluctuations in operating results and financial risks, potential need for additional funding, protection of proprietary technology and patent risks, compliance with government regulations, dependence on key personnel and collaboration partners, competition, technological and medical risks and management of growth.

Basis of Presentation

The condensed consolidated financial statements reflect the operations of Idenix Pharmaceuticals, Inc. and our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared by us in accordance with generally accepted accounting principles in the United States of America, or GAAP, for interim reporting. Accordingly, these interim financial statements do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011, which are included in our Annual Report on Form 10-K filed with the SEC on March 6,

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

2012. These interim financial statements are unaudited, but in the opinion of management, reflect all adjustments (including normal recurring accruals) necessary for a fair statement of the financial position and results of operations for the interim periods presented. The year ended consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by GAAP.

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, judgments and methodologies, including those related to revenue recognition, our collaborative relationships, clinical trial expenses, impairment and amortization of long-lived assets including intangible assets, share-based compensation, income taxes including the valuation allowance for deferred tax assets, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the fiscal year ending December 31, 2012.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The amendments in this update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Although we are still evaluating the impact of this standard, we do not expect its adoption to have a material impact on our financial position or results of our operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, or SAB No. 101, as amended by SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and for revenue arrangements entered into after June 30, 2003, in accordance with the revenue recognition guidance of the FASB. For multiple-element revenue arrangements entered into or materially modified after January 1, 2011, we recognize revenue under Accounting Standard Update No. 2009-13, Multiple-Deliverable Revenue Arrangements, or ASU No. 2009-13. We record revenue provided that there is persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Our revenues are generated primarily through collaborative research, development and/or commercialization agreements. The terms of these agreements typically have included payments to us for non-refundable license fees, milestones, collaborative research and development funding and royalties received from our collaboration partners.

Collaboration Revenue—Related Party

Development and Commercialization Agreement

We entered into the development and commercialization agreement with Novartis which related to the worldwide development and commercialization of our drug candidates in May 2003. In July 2012, the development and commercialization agreement was materially amended and the termination agreement was entered into between us and Novartis. The termination agreement is described in detail in Note 4.

Under the development and commercialization agreement, we have received non-refundable license fees, milestones, collaborative research and development funding and royalty payments. This arrangement had several joint committees in which we and Novartis participated. We participated in these committees as a means to govern or protect our interests. The

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

committees spanned the period from early development of a drug candidate through commercialization of any drug candidate licensed by Novartis. As a result of applying the provisions of SAB No. 101, which was the applicable revenue guidance at the time the collaboration was entered into, our revenue recognition policy attributed revenue to the development period of the drug candidates licensed under the development and commercialization agreement. We did not attribute revenue to our involvement in the committees following the commercialization of the licensed products as we determined that our participation on the committees, as such participation relates to the commercialization of drug candidates, was protective. Our determination was based in part on the fact that our expertise is, and has been, the discovery and development of drugs for the treatment of human viral diseases. Novartis, on the other hand, has the considerable commercialization expertise and infrastructure necessary for the commercialization of such drug candidates. Accordingly, we believe our obligation post commercialization was inconsequential.

We recognized non-refundable payments over the performance period of our continuing obligations. This period was estimated based on current judgments related to the product development timeline of our licensed drug candidates and was estimated to be through May 2021. This policy is described more fully in Note 4.

Upon the grant of options and stock awards under stock incentive plans, with the exception of the 1998 equity incentive plan, as amended, or the 1998 plan, the fair value of our common stock that would be issuable to Novartis, less the exercise price, was recorded as a reduction of the non-refundable payments associated with the Novartis collaboration. The amount was attributed proportionately between cumulative revenue recognized through the current date and the remaining amount of deferred revenue. This policy is described more fully in Note 4.

Royalty revenue consisted of revenue earned under the development and commercialization agreement with Novartis for sales of Tyzeka^®/Sebivo^®, which was recognized when reported from Novartis. Royalty revenue was equal to a percentage of Tyzeka^®/Sebivo^® net sales, with such percentage increasing according to specified tiers of net sales. The royalty percentage varied based on the specified territory and the aggregate dollar amount of net sales.

Termination Agreement

In July 2012, we and Novartis materially amended the development and commercialization agreement that was established in May 2003, which is considered a material modification under ASU No. 2009-13. As of July 2012, we will recognize revenue related to the termination agreement with Novartis under ASU No. 2009-13 which: a) provides updated guidance on when multiple elements exist, how the elements in an arrangement should be separated and how the arrangement considerations should be allocated to the separate elements; b) requires an entity to allocate arrangement considerations to each element based on a fair value hierarchy, where the selling price for an element is based on vendor-specific objective evidence, or VSOE, if available, or third-party evidence, or TPE, if available and VSOE is not available, or the best estimate of selling price, or BESP, if neither VSOE or TPE is available; and c) eliminates the use of the residual method and requires an entity to allocate arrangement considerations using the selling price hierarchy.

We evaluate all deliverables within an arrangement to determine whether or not they provide value to the licensee on a stand-alone basis. If the delivered elements have value to the licensee on a stand-alone basis, the deliverables are separated into units of accounting. If VSOE or TPE is not available to determine the fair value of a deliverable, we determine the BESP associated with the deliverable. The arrangement consideration, including upfront license fees and funding for research and development, is allocated to the separate units based on their relative fair values. Based on the value allocated to each unit of accounting within an arrangement, upfront fees and other guaranteed payments are allocated to each unit based on relative value. The appropriate revenue recognition method is applied to each unit and revenue is accordingly recognized as each unit is delivered.

Other Revenue

In February 2009, we licensed our non-nucleoside reverse transcriptase inhibitor, or NNRTI, compounds to GlaxoSmithKline, or GSK. This agreement, which we refer to as the ViiV license agreement, was assigned to ViiV Healthcare Company, or ViiV, which is an affiliate of GSK. Under the ViiV license agreement, we granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including human immunodeficiency virus type-1, or HIV, and acquired immune deficiency syndrome, or AIDS. This agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

concluded that this arrangement should be accounted for as a single unit of accounting and recognized as revenue using the contingency adjusted performance method. Under this agreement, we received a non-refundable license fee payment and milestone payments from ViiV. These milestone payments did not meet our revenue recognition criteria for immediate recognition. The non-refundable license fee payment and milestone payments received under the ViiV license agreement were recorded as deferred revenue and were being recognized as revenue over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received.

In February 2011, ViiV informed us that the Food and Drug Administration, or FDA, placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with a maturity date of 90 days or less at the date of purchase to be cash equivalents.

In connection with certain of our operating lease commitments, we issued letters of credit collateralized by cash deposits that were classified as restricted cash on the condensed consolidated balance sheets. Restricted cash amounts have been classified as current or non-current based on the expected release date of the restrictions. In the first quarter of 2012, a $0.4 million letter of credit was cancelled and released due to the termination of an operating lease in December 2011.

Fair Value Measurements

Our financial statements include assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions.

At June 30, 2012 and December 31, 2011, we had $54.7 million and $102.6 million, respectively, invested in money market funds. Our money market investments have calculated net asset values and are therefore classified as Level 2. There were no Level 3 assets held at fair value at June 30, 2012 or at December 31, 2011. There were no gross unrealized gains or losses for the three and six months ended June 30, 2012 or 2011.

Share-Based Compensation

We recognize share-based compensation for employees and directors using a fair value based method that results in expense being recognized in our condensed consolidated financial statements.

3. NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and other potential common shares then outstanding. Potential common shares consist of common shares issuable upon the assumed exercise of outstanding stock options (using the treasury stock method) and the issuance of contingently issuable shares subject to Novartis’ stock subscription rights (Note 4) and restricted stock awards.

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
	(In Thousands, Except						(In Thousands, Except
	per Share Data)						per Share Data)
Basic and diluted net loss per common share:
Net loss	$	(25,395	)	$	(13,909	)	$	(13,945	)	$	(22,145	)
Basic and diluted weighted average number of common shares outstanding		108,372			92,737			108,061			82,982
Basic and diluted net loss per common share	$	(0.23	)	$	(0.15	)	$	(0.13	)	$	(0.27	)

The following potential common shares were excluded from the calculation of diluted net loss per common share because their effect was anti-dilutive:


	Three and Six Months Ended
	June 30,
	2012		2011
	(In Thousands)
Options		7,874		7,935
Contingently issuable shares to related party		2,138		1,759

		10,012		9,694

In addition to the contingently issuable shares to related party listed in the table above, Novartis could be entitled to additional shares under its stock subscription rights which would be anti-dilutive in future periods based on our current stock price.

4. NOVARTIS RELATIONSHIP

Collaboration with Novartis

We entered into the development and commercialization agreement with Novartis relating to the worldwide development and commercialization of our drug candidates in May 2003. In July 2012, we and Novartis materially amended the collaboration and executed the termination agreement.

The collaboration entered into in May 2003 included the following agreements and transactions:

•

the development and commercialization agreement, under which we collaborated with Novartis to develop, manufacture and commercialize drug candidates which Novartis licensed from us;

•

the manufacturing and supply agreement, under which Novartis manufactured for us the active pharmaceutical ingredient for the clinical development and, under certain circumstances, commercial supply of drug candidates Novartis licensed from us and for the finishing and packaging of licensed products;

•

the stock purchase agreement, under which Novartis purchased approximately 54% of our then outstanding capital stock from certain stockholders for $255.0 million in cash, with an additional aggregate amount of up to $357.0 million contingently payable to these stockholders if we achieved predetermined milestones with respect to the development of specific HCV drug candidates, including valopicitabine, which we ceased developing in July 2007;

•

the stockholders’ agreement, which was subsequently amended and restated in July 2004 and amended in April 2011, which provided Novartis with, among other things, registration rights, certain corporate governance rights including board representation and participation rights in future issuances of our securities; and

•

a letter agreement, which was subsequently amended in January 2009 and April 2011. We refer to the letter agreement, as amended, as the letter agreement. The letter agreement provided Novartis with rights regarding the appointment and removal of our chief financial officer and other matters.

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

On July 31, 2012, we entered into the termination agreement and second amended and restated stockholders’ agreement with Novartis, whereby we materially amended the collaboration previously entered into in May 2003 as described below.

Termination Agreement

Termination of Novartis’ Option to License our Development Stage Drug Candidates

Under the development and commercialization agreement, Novartis had an option to license any of our development-stage drug candidates after demonstration of activity and safety in a proof-of-concept clinical trial so long as Novartis maintained at least 30% ownership of our voting stock. If Novartis licensed a drug candidate, it was obligated to fund a portion of the development expenses that we incurred in accordance with development plans agreed upon by the parties. Under the development and commercialization agreement, we granted Novartis an exclusive worldwide license to market and sell drug candidates that Novartis chose to license from us. The commercialization rights under the development and commercialization agreement also included our right to co-promote and co-market all licensed products in the United States, United Kingdom, France, Germany, Italy and Spain. In other countries, we would receive a royalty payment from Novartis based on net product sales.

Under the development and commercialization agreement, we granted Novartis an exclusive worldwide license to develop, market and sell Tyzeka^®/Sebivo^®, valtorcitabine and valopicitabine. Under this agreement, we have received $117.2 million of non-refundable payments from Novartis related to these drug candidates that have been recorded as deferred revenue. The $117.2 million of deferred payments were being recognized over the development period of the licensed drug candidates, which represented the period of our continuing obligations, in accordance with revenue recognition guidance that was applicable at the time the collaboration was entered into. We estimated this period to be through May 2021 based on current judgments related to the product development timeline of our licensed drug candidates. Significant judgments and estimates are involved in determining the estimated development period and different assumptions could yield materially different results. Related to the deferred revenue, we recognized $0.8 million as revenue during each of the three months ended June 30, 2012 and 2011 and we recognized $1.6 million as revenue during each of the six months ended June 30, 2012 and 2011. These amounts were impacted by Novartis’ stock subscription rights described below.

Pursuant to the termination agreement, Novartis’ option right to license our current and future development-stage drug candidates in any therapeutic area has terminated. In exchange, we have agreed to pay Novartis a royalty based on worldwide product sales of our HCV drug products, unless such drug products are prescribed in combination with Novartis’ HCV drug products. The royalty percentage will vary based on our commercialized HCV drug product, but range from the high single digits to the low double digit percentages. Royalties are payable until the later to occur of: a) expiration of the last-to-expire of specified patent rights in a country; or b) ten years after the first commercial sale of a product in such country, provided that if royalties are payable on a product after the expiration of the patent rights in a country, each of the respective royalty rates for such product in such country would be reduced by one-half.

Novartis’ Non-Exclusive License to Conduct Combination Trials

Pursuant to the termination agreement, we granted Novartis a non-exclusive license to conduct clinical trials evaluating a combination of any of our and Novartis’ HCV drug candidates after the HCV drug candidates have completed dose-ranging studies, subject to meeting certain criteria. Under certain circumstances Novartis may conduct a dose ranging study with respect to our HCV drug candidates. With respect to any combination trial, certain criteria must first be met prior to the commencement of such combination clinical trial, including, but not limited to: a) the Novartis HCV drug candidate at issue cannot be subject to any clinical hold imposed by a regulatory authority; and b) a drug-drug interaction study between the Novartis HCV drug candidate and our HCV drug candidate must be conducted by either Novartis or us. If the parties cannot agree to the initiation of a combination trial, an independent data safety monitoring board will determine whether or not the combination trial should be initiated based on the safety profile of each HCV drug candidate. We have agreed to supply Novartis with our HCV drug candidates for use in such combination trials. We and Novartis have agreed to use commercially reasonable efforts to, in good faith, enter into a supply agreement and other relevant agreements in connection with any such combination trial. Novartis’ ability to initiate combination trials expires on the seven year anniversary of the execution of the termination agreement, or July 2019, although any then existing combination study commenced prior to such expiration date may continue after the expiration date.

Product Sales of Tyzeka^®/Sebivo^® for the Treatment of the Hepatitis B Virus

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

We recognized $1.3 million and $1.2 million as royalty revenue from Novartis’ sales of Tyzeka^®/Sebivo^® during the three months ended June 30, 2012 and 2011, respectively, and we recognized $2.5 million and $2.2 million as royalty revenue from Novartis’ sales of Tyzeka^®/Sebivo^® during the six months ended June 30, 2012 and 2011, respectively. The receivables from related party balances of $1.3 million and $1.2 million at June 30, 2012 and December 31, 2011, respectively, consisted of royalties associated with product sales of Tyzeka^®/Sebivo^® from Novartis.

Under the termination agreement executed in July 2012, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo^® (telbivudine) for the treatment of HBV. Novartis is committed to reimburse us for contractual payments to third-parties in connection with intellectual property related to Tyzeka^®/Sebivo^®. Idenix will otherwise be responsible for any payments to third-parties in connection with intellectual property necessary to sell Tyzeka^®/Sebivo^®.

Termination or Breach by Either Party

If either we or Novartis materially breaches the termination agreement and does not cure such breach within 30 days, the non-breaching party may terminate this agreement in its entirety. Either party may also terminate this agreement, effective immediately, if the other party files for bankruptcy, is dissolved, or has a receiver appointed for substantially all of its property. Novartis may also terminate this agreement for convenience. If Novartis terminates this agreement either because of a material breach by us that has not been cured or because we have filed for bankruptcy, Novartis may, at its election, retain the licenses granted to it by us under the termination agreement to conduct clinical trials evaluating a combination of any of our HCV drug candidates and any of Novartis’ HCV drug candidates and we would remain obligated to make royalty payments to Novartis on sales of our HCV drug products. If we terminate this agreement either because of a material breach by Novartis that has not been cured or because Novartis has filed for bankruptcy, or if Novartis terminates this agreement for convenience, the licenses granted to Novartis to conduct combination trials terminate and we would remain obligated to make royalty payments to Novartis on sales of our HCV drug products.

Indemnification

We have agreed to indemnify Novartis and its affiliates against losses suffered as a result of our development, manufacture and commercialization of our HCV products. We have also agreed to indemnify Novartis and its affiliates against losses suffered as a result of any breach of representations and warranties in the termination agreement, the development and commercialization agreement and the stock purchase agreement. Under these agreements with Novartis, we made numerous representations and warranties to Novartis regarding our drug candidates for the treatment of HBV and HCV, including representations regarding ownership of related inventions and discoveries. In the event of a breach of any such representation or warranty by us, Novartis has the right to seek indemnification from us and, under certain circumstances, our stockholders who sold shares to Novartis in 2003, which includes certain of our directors and officers, for damages suffered by Novartis as a result of such breach. The amounts for which we and our stockholders could be liable to Novartis could be substantial.

Future Agreements and Possible Competition with Novartis

Following the receipt of certain data related to a combination trial and upon Novartis’ request, we and Novartis are obligated to use, in good faith, commercially reasonable efforts to negotiate a future agreement for the development, manufacture and commercialization of such combination therapy for the treatment of HCV. Any future arrangement may set forth any co-promotion and co-marketing rights we may retain and any net benefit to us and Novartis attributable to such rights. Neither party is obligated to negotiate for a period longer than 180 days. Under the termination agreement, Novartis has a non-exclusive license to conduct clinical trials evaluating a combination of any of our HCV drug candidates and any of Novartis’ HCV drug candidates after certain criteria have been met. If Novartis obtains regulatory approval to co-label a Novartis HCV drug product with one or more of our HCV drug products, Novartis could market and sell a combination that may compete with our drug candidates and/or combination products that we market and sell in the future.

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

Stock Purchase Agreement

In May 2003, Novartis purchased approximately 54% of our then outstanding capital stock from our stockholders. In connection with Novartis’ purchase of stock from our stockholders, we, Novartis and substantially all of our stockholders at that time entered into the stockholders’ agreement which was amended and restated in 2004 and amended in April 2011 in connection with an underwritten offering of our common stock. The stockholders received $255.0 million in cash from Novartis with an additional aggregate amount of up to $357.0 million contingently payable to these stockholders if we achieve predetermined development milestones relating to specific HCV drug candidates. These contingent payments were not terminated in July 2012.

Second Amended and Restated Stockholders’ Agreement

On July 31, 2012, we, Novartis and certain other stockholders entered into a second amended and restated stockholders’ agreement which includes the terms as described below.

Novartis’ Registration Rights

Under the second amended and restated stockholders’ agreement, Novartis maintains its rights to cause us to register for resale, under the Securities Act of 1933, as amended, shares held by Novartis and/or its affiliates.

Corporate Governance Rights

Under the stockholders’ agreement, we had agreed to use our reasonable best efforts to nominate for election as directors at least two designees of Novartis for so long as Novartis and its affiliates owned at least 30% of our voting stock and at least one designee of Novartis for so long as Novartis and its affiliates owned at least 19.4% of our voting stock. Furthermore, Novartis had approval rights over a number of corporate actions that we or our subsidiaries may take, including the authorization or issuance of additional shares of capital stock and significant acquisitions and dispositions, as long as Novartis and its affiliates continued to own at least 19.4% of our voting stock. Under the second amended and restated stockholders’ agreement executed in July 2012, we have agreed to use our reasonable best efforts to nominate for election one designee of Novartis for so long as Novartis and its affiliates own at least 15% of our voting stock. Novartis maintains its rights to appoint a non-voting observer to any committee of our board of directors. All other corporate governance rights, including the letter agreement, were terminated pursuant to the second amended and restated stockholders’ agreement.

Novartis’ Stock Subscription Rights

Under the stockholders’ agreement, Novartis had the right to purchase, at par value of $0.001 per share, such number of shares as was required to maintain its percentage ownership of our voting stock if we issued shares of capital stock in connection with the acquisition or in-licensing of technology through the issuance of up to 5% of our stock in any 24-month period. These purchase rights have been terminated under the second amended and restated stockholders’ agreement.

In addition to the right to purchase shares of our stock at par value as described above under the stockholders’ agreement, if we issued any shares of capital stock, other than in certain situations, Novartis had the right to purchase such number of shares required to maintain its percentage ownership of our voting stock for the same consideration per share paid by others acquiring our stock. Under the second amended and restated stockholders’ agreement, if we issue any shares of our capital stock, other than in limited situations, Novartis continues to have the right to purchase such number of shares required to maintain its percentage ownership of our voting stock for either the same consideration per share paid by others acquiring our stock or, in specified situations, for a 10% premium to the consideration per share paid by others acquiring our stock.

Upon the grant of options and stock awards under our stock incentive plans, with the exception of the 1998 plan, the fair value of our common stock that would be issuable to Novartis, less the exercise price, is recorded as a reduction of the non-refundable payments associated with the Novartis collaboration. The amount is attributed proportionately between cumulative revenue recognized through the current date and the remaining amount of deferred revenue. Novartis will retain these rights under the second amended and restated stockholders’ agreement that was executed in July 2012.

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

In connection with the closing of our initial public offering in July 2004, Novartis terminated a common stock subscription right with respect to approximately 1.4 million shares of common stock issuable by us as a result of the exercise of stock options granted after May 8, 2003 pursuant to the 1998 plan. In exchange for Novartis’ termination of such right, we issued 1.1 million shares of common stock to Novartis for a purchase price of $0.001 per share. The fair value of these shares was determined to be $15.4 million at the time of issuance. As a result of the issuance of these shares, Novartis’ rights to purchase additional shares as a result of future option grants and stock issuances under the 1998 plan were terminated and no additional adjustments to revenue and deferred revenue will be required. The stock subscription rights under the 1998 plan, as we granted options that were subject to this stock subscription right, the fair value of our common stock that would be issuable to Novartis, less par value, was recorded as an adjustment of the non-refundable payments received from Novartis. We remain subject to potential revenue adjustments with respect to grants of options and stock awards under our stock incentive plans other than the 1998 plan.

As of June 30, 2012, the aggregate impact of Novartis’ stock subscription rights has reduced the non-refundable payments by $26.9 million, which has been recorded as additional paid-in capital. Of this amount, $6.6 million has been recorded as a reduction of deferred revenue with the remaining amount of $20.3 million recorded as a reduction of license fee revenue. For the three months ended June 30, 2012, the impact of Novartis’ stock subscription rights has increased additional paid-in capital by $0.7 million, reduced deferred revenue by $0.1 million and reduced license fee revenue by $0.6 million. For the three months ended June 30, 2011, the impact of Novartis’ stock subscription rights has increased additional paid-in capital by $2.2 million, decreased deferred revenue by $0.7 million and decreased license fee revenue by $1.5 million. For the six months ended June 30, 2012, the impact of Novartis’ stock subscription rights has increased additional paid-in capital by $4.0 million, reduced deferred revenue by $1.0 million and reduced license fee revenue by $3.0 million. For the six months ended June 30, 2011, there was no cumulative significant impact of Novartis’ stock subscription rights to additional paid-in capital, deferred revenue or license fee revenue as the value of Novartis’ stock subscription rights at June 30, 2011 was comparable with the value at December 31, 2010.

Prior to July 2012, any financing requiring the issuance of additional shares of capital stock had to first be approved by Novartis so long as Novartis owned at least 19.4% of our voting stock. This right was terminated in July 2012 under the second amended and restated stockholders’ agreement with Novartis and therefore Novartis’ approval was not required for the underwritten offering in August 2012. We received Novartis’ approval for the following offerings in 2011:

•

in April 2011, we received approval from Novartis to issue capital shares so long as the issuance of shares did not reduce Novartis’ interest in Idenix below 30%. In April 2011, we issued approximately 21.1 million shares of our common stock pursuant to a September 2008 shelf registration statement and approximately 1.8 million shares of our common stock to Novartis pursuant to a private placement agreement. The net proceeds of both transactions were $60.2 million. Upon completion of this offering, we fully utilized the shelf registration statement and Novartis owned approximately 35% of our outstanding common stock. In conjunction with the issuance of common stock in April 2011, we amended the collaboration with Novartis to provide that: a) Novartis retained the exclusive option to obtain rights to drug candidates developed by us so long as Novartis maintained ownership of at least 30% of our common stock, rather than ownership of at least 40% as was the case prior to the amendment; b) we would use reasonable best efforts to nominate for election as directors at least two designees of Novartis so long as Novartis maintained ownership of at least 30% of our common stock, rather than ownership of at least 35% as was the case prior to the amendment; and c) Novartis’ consent was required for the selection and appointment of our chief financial officer so long as Novartis owned at least 30% of our common stock, rather than ownership of at least 40% as was the case prior to the amendment; and

•

in November 2011, we received approval from Novartis to issue capital shares so long as the issuance of shares did not reduce Novartis’ interest in Idenix below 31%. In October 2011, we filed a universal shelf registration statement with the SEC which will allow us to offer and sell from time to time up to a maximum of $150.0 million of shares of common stock, at prices and terms to be determined at the time of sale. Pursuant to this shelf registration statement, in November 2011, we issued approximately 10.8 million shares of our common stock pursuant to an underwritten offering and received $65.8 million in net proceeds. Novartis did not participate in this offering.

5. VIIV HEALTHCARE COMPANY AND GLAXOSMITHKLINE COLLABORATION

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

In February 2009, we entered into the ViiV license agreement which granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including HIV/AIDS. We also entered into a stock purchase agreement with GSK in February 2009, which we refer to as the GSK stock purchase agreement. Under this agreement, GSK purchased approximately 2.5 million shares of our common stock at an aggregate purchase price of $17.0 million, or a per share price of $6.87. These agreements became effective in March 2009.

In March 2009, we received $34.0 million related to this collaboration, which consisted of a $17.0 million license fee payment under the ViiV license agreement and $17.0 million under the GSK stock purchase agreement described above. In 2010, we received a $6.5 million milestone payment related to the achievement of a preclinical operational milestone and a $20.0 million milestone payment for the initiation of a phase IIb clinical study of ‘761. Pursuant to the ViiV license agreement, we were eligible to receive up to $390.0 million in additional milestone payments as well as double-digit tiered royalties on worldwide product sales.

The ViiV license agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We concluded that this arrangement should be accounted for as a single unit of accounting and recognized using the contingency adjusted performance method. The milestone payments did not meet our revenue recognition criteria for immediate recognition and were recognized over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received. The parties had agreed that if ViiV, its affiliates or its sublicenses desired to develop ‘761 for an indication other than HIV, or if ViiV intended to develop any other licensed compound for any indication, the parties would mutually agree on a separate schedule of milestone and royalty payments prior to the start of development.

In February 2011, ViiV informed us that the FDA placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.

6. INTANGIBLE ASSET, NET

Our intangible asset relates to a settlement agreement entered into by and among us along with our former chief executive officer in his individual capacity, the Universite Montpellier II, or the University of Montpellier, Le Centre National de la Recherche Scientifique, or CNRS, the Board of Trustees of the University of Alabama on behalf of the University of Alabama at Birmingham, or UAB, the University of Alabama at Birmingham Research Foundation, or UABRF, and Emory University as described more fully in Note 9. The settlement agreement, entered into in July 2008 and effective as of June 1, 2008, included a full release of all claims, contractual or otherwise, by the parties.

Pursuant to the settlement agreement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis based on worldwide sales of telbivudine, subject to minimum payment obligations aggregating $11.0 million. We are amortizing $15.0 million related to this settlement payment to UAB and related entities over the life of the agreement, or August 2019.

The following table is a rollforward of our intangible asset as shown in our condensed consolidated balance sheets:

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)


	June 30, 2012			December 31, 2011
	(In Thousands)
Beginning balance	$	8,708		$	9,843
Amortization expense		(568	)		(1,135	)

Ending balance	$	8,140		$	8,708

As of June 30, 2012 and December 31, 2011, accumulated amortization was $6.9 million and $6.3 million, respectively.

Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo^® (telbivudine) for the treatment of HBV. As a result, we expect to record an impairment charge of $8.1 million during the three month period ending September 30, 2012 as the carrying value of the intangible asset will no longer be recoverable.

7. ACCRUED EXPENSES

Accrued expenses consisted of the following:


	June 30, 2012		December 31, 2011
	(In Thousands)
Research and development contract costs	$	3,898	$	2,425
Payroll and benefits		2,627		3,267
Professional fees		1,347		592
Short-term portion of accrued settlement payment		929		874
Other		1,192		1,255

	$	9,993	$	8,413

8. SHARE-BASED COMPENSATION

The following table shows share-based compensation expense as included in our condensed consolidated statements of operations:


	Three Months Ended June 30,				Six Months Ended June 30,
	2012		2011		2012		2011
	(In Thousands)				(In Thousands)
Research and development	$	484	$	280	$	783	$	551
General and administrative		703		352		1,135		678

Total share-based compensation expense	$	1,187	$	632	$	1,918	$	1,229

The table below illustrates the fair value per share and Black-Scholes option pricing model with the following assumptions used for grants issued:

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)


	Three Months Ended June 30,						Six Months Ended June 30,
	2012			2011			2012			2011
Weighted average fair value of options	$	5.92		$	2.84		$	7.54		$	2.14
Risk-free interest rate		0.73	%		1.66	%		0.87	%		2.09	%
Expected dividend yield		—			—			—			—
Expected option term (in years)		5.32			5.20			5.32			5.20
Expected volatility		81.4	%		74.4	%		79.3	%		75.0	%

The expected option term and expected volatility were determined by examining the expected option term and expected volatilities of similarly sized biotechnology companies as well as expected term and expected volatility of our own stock.

On March 1, 2012, our board of directors adopted and on June 7, 2012, our stockholders approved the 2012 stock incentive plan, or 2012 plan. The 2012 plan allows for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, performance share awards, restricted stock awards and restricted stock unit awards, or awards. Up to 10.0 million shares of our common stock may be issued pursuant to awards granted under the 2012 plan, plus an additional amount up to 0.5 million shares of our common stock previously authorized for issuance under our 2005 stock incentive plan, or 2005 plan. The 2012 plan replaced our 2005 plan and we will not make new grants under the 2005 plan although all outstanding options granted through June 7, 2012 under the 2005 plan will remain in effect.

The following table summarizes option activity under the equity incentive plans:


	Number of Shares			Weighted Average Exercise Price per Share
Options outstanding at December 31, 2011		7,578,612		$	6.25
Granted		1,605,325		$	11.71
Cancelled		(174,495	)	$	9.84
Exercised		(1,135,577	)	$	3.79

Options outstanding at June 30, 2012		7,873,865		$	7.64

Options exercisable at June 30, 2012		5,228,456		$	7.51

We had an aggregate of $13.6 million of share-based compensation expense as of June 30, 2012 remaining to be amortized over a weighted average expected term of 2.84 years.

9. COMMITMENTS AND CONTINGENCIES

Product and Drug Candidates

In connection with the resolution of matters relating to certain of our HCV drug candidates, in May 2004, we entered into a settlement agreement with UAB which provides for a milestone payment of $1.0 million to UAB upon receipt of regulatory approval in the United States to market and sell certain HCV products invented or discovered by our former chief executive officer during the period from November 1, 1999 to November 1, 2000. This settlement agreement also provides that we will pay UAB an amount equal to 0.5% of worldwide net sales of such HCV products with a minimum sales-based payment equal to $12.0 million. Currently, there are no such HCV products approved and therefore there was no related liability recorded as of June 30, 2012.

We have potential payment obligations under the license agreement with the Universita degli Studi di Cagliari, or the University of Cagliari, pursuant to which we have the exclusive worldwide right to make, use and sell certain HCV and HIV technologies. We made certain payments to the University of Cagliari under these arrangements based on the payments we received under the ViiV and GSK collaboration. As a result of the termination of the ViiV license agreement, we will not receive any additional milestone or royalty payments under the ViiV license agreement and therefore do not expect to make future payments to the University of Cagliari for the patent and patent applications related to ‘761. We are also liable for certain payments to the University of Cagliari if we receive license fees or milestone payments with respect to such technology from a collaborator.

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

Pursuant to the license agreement between us and UAB, we were granted an exclusive license to the rights that UABRF, an affiliate of UAB, Emory University and CNRS have to a 1995 U.S. patent application and progeny thereof and counterpart patent applications in Europe, Canada, Japan and Australia that cover the use of certain synthetic nucleosides for the treatment of HBV. In July 2008, we entered into a settlement agreement with UAB, UABRF and Emory University relating to our telbivudine technology. Pursuant to this settlement agreement, all contractual disputes relating to patents covering the use of certain synthetic nucleosides for the treatment of HBV and all litigation matters relating to patents and patent applications related to the use of ß-L-2’-deoxy-nucleosides for the treatment of HBV assigned to one or more of Idenix, CNRS and the University of Montpellier and which cover the use of telbivudine (Tyzeka^®/Sebivo^®) for the treatment of HBV have been resolved. UAB also agreed to abandon certain continuation patent applications it filed in July 2005. Under the terms of the settlement agreement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis from worldwide sales of telbivudine, subject to minimum payment obligations aggregating $11.0 million. Our payment obligations under the settlement agreement will expire in August 2019. The settlement agreement was effective on June 1, 2008 and included mutual releases of all claims and covenants not to sue among the parties. It also included a release from a third-party scientist who had claimed to have inventorship rights in certain Idenix/CNRS/University of Montpellier patents. Included in the condensed consolidated balance sheet as of June 30, 2012 was a $7.9 million liability related to this settlement agreement. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo^® (telbivudine) for the treatment of HBV. Novartis is required to reimburse us for our contractual payments to UABRF in connection with our intellectual property related to Tyzeka^®/Sebivo^®.

In May 2003, we and Novartis entered into an amended and restated agreement with CNRS and the University of Montpellier pursuant to which we worked in collaboration with scientists from CNRS and the University of Montpellier to discover and develop technologies relating to antiviral substances, including telbivudine. This cooperative agreement expired in December 2006, but we retain rights to exploit the patents derived from the collaboration. Under the cooperative agreement, we are obligated to make royalty payments for products derived from such patents, including products for HBV, HCV and HIV. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo^® (telbivudine) for the treatment of HBV. Novartis is required to reimburse us for our contractual payments to CNRS and the University of Montpellier, subject to our assignment to Novartis of our patent rights under the amended and restated agreement with CNRS and the University of Montpellier within 12 months of the execution of the termination agreement, in connection with our intellectual property related to Tyzeka^®/Sebivo^®.

Legal Contingency

We have been involved in a dispute with the City of Cambridge, Massachusetts and its License Commission pertaining to the level of noise emitted from certain rooftop equipment at our research facility located at 60 Hampshire Street in Cambridge. The License Commission has claimed that we are in violation of the local noise ordinance pertaining to sound emissions, based on a complaint from neighbors living adjacent to the property. We have contested this alleged violation before the License Commission, as well as the Middlesex County, Massachusetts, Superior Court. In July 2010, the License Commission granted us a special variance from the requirements of the local noise ordinance for a period of one-year, effective as of July 1, 2010. In August 2011, the License Commission granted an extension of the July 2010 variance until August 2012. In June 2012, the License Commission granted an extension of the July 2010 variance until the end of our lease term, which is December 2013. We may, however, be required to cease certain activities at the building if: a) the noise emitted from certain rooftop equipment at our research facility exceeds the levels permitted by the special variance; or b) a future legal challenge to the position of the City of Cambridge and the License Commission is unsuccessful. In any such event, we could be required to relocate to another facility which could interrupt some of our business activities and could be time consuming and costly. No estimate of a potential loss can be made and therefore we have not recorded a liability associated with this potential contingent matter.

IDENIX PHARMACEUTICALS, INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—CONTINUED

(UNAUDITED)

Indemnification

We have agreed to indemnify Novartis and its affiliates against losses suffered as a result of any breach of representations and warranties in the termination agreement, development and commercialization agreement and a stock purchase agreement entered into with Novartis in 2003. Under these agreements with Novartis, we made numerous representations and warranties to Novartis regarding our HBV and HCV drug candidates, including representations regarding our ownership of the inventions and discoveries. If one or more of these representations or warranties were subsequently determined not to be true at the time they were made to Novartis, we would be in breach of one or both of these agreements. In the event of such a breach, Novartis has the right to seek indemnification from us and, under certain circumstances, us and our stockholders who sold shares to Novartis in 2003, which include some of our directors and officers, for damages suffered by Novartis as a result of such breach. While it is possible that we may be required to make payments pursuant to the indemnification obligations we have under these agreements, we cannot reasonably estimate the amount of such payments or the likelihood that such payments would be required.

Under the ViiV license agreement and the GSK stock purchase agreement, we have agreed to indemnify ViiV as sublicensee, GSK and their affiliates against losses suffered as a result of our breach of representations and warranties in these agreements. We made numerous representations and warranties to both parties regarding our NNRTI program, including ‘761, as well as representations regarding our ownership of inventions and discoveries. If one or more of these representations or warranties were not true at the time we made them, we would be in breach of these agreements. In the event of a breach, the parties have the right to seek indemnification from us for damages suffered as a result of such breach. While it is possible that we may be required to make payments pursuant to the indemnification obligations we have under these agreements, we cannot reasonably estimate the amount of such payments or the likelihood that such payments would be required.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This report contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. For this purpose, any statements contained herein regarding our strategy, future operations, financial position, future revenues, projected costs and expenses, prospects, plans and objectives of management, other than statements of historical facts, are forward-looking statements. The words “anticipate”, “believe”, “estimate”, “intend”, “may”, “plan”, “will”, “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Such statements reflect our current views with respect to future events. Because these forward-looking statements involve known and unknown risks and uncertainties, actual results, performance or achievements could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons, including those discussed under “Critical Accounting Policies and Estimates”, “Risk Factors”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report on Form 10-Q. We cannot guarantee any future results, levels of activity, performance or achievements. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Quarterly Report on Form 10-Q as anticipated, believed, estimated or expected. The forward-looking statements contained in this Quarterly Report on Form 10-Q represent our estimates as of the date of this Quarterly Report on Form 10-Q (unless another date is indicated) and should not be relied upon as representing our expectations as of any other date. While we may elect to update these forward-looking statements, we specifically disclaim any obligation to do so.

Overview

Idenix Pharmaceuticals, Inc., which we refer to together with our wholly owned subsidiaries as Idenix, we, us or our, is a biopharmaceutical company engaged in the discovery and development of drugs for the treatment of human viral diseases with operations in the United States and France. Currently, our primary research and development focus is on the treatment of patients with hepatitis C virus, or HCV. Our HCV discovery program is focused on nucleoside/nucleotide polymerase inhibitors and NS5A inhibitors. Our strategic goal is to develop all oral combinations of direct-acting antiviral, or DAA, drug candidates that should eliminate the need for interferon and/or ribavirin with the current treatment for HCV. Our objective is to develop low dose, once- or twice-daily agents with broad genotypic activity that have low potential for drug-drug interaction, high tolerability and are designed for use in multiple combination regimens. We may seek to build a combination development strategy, both internally and with partners, to advance the future of HCV treatments. We believe that nucleosides/nucleotides will have a significant role in a combination DAA strategy for the treatment of HCV and therefore we are currently concentrating a substantial amount of our discovery efforts on this class of drugs. We believe we have strong nucleoside/nucleotide scientific expertise within our organization and should be able to leverage our intellectual patent portfolio to develop additional novel nucleoside/nucleotide drug candidates.

The following table summarizes key information regarding our pipeline of HCV drug candidates as well as Tyzeka^®/Sebivo^®:

Indication

Product/Drug

Candidates/Programs

Description

HCV

Nucleoside/Nucleotide Polymerase

Inhibitors (IDX184)

In July of 2011, we initiated the phase IIb clinical trial of IDX184 in treatment-naïve HCV genotype 1-infected patients under partial clinical hold, which is described in more detail below. In January 2012, we reported an interim analysis of the first 31 patients following 28 days of treatment which demonstrated that the side effect profile of IDX184 with pegylated interferon and ribavirin, or Peg-IFN/RBV, was consistent with that seen with Peg-IFN/RBV alone. At 12 weeks, the complete early virologic response (cEVR < 25 IU/mL) was 93% for the 100 mg IDX184 arm (n=15) and 81% for the 50 mg IDX184 arm (n=16) of the study (intent-to-treat analysis). We provided an interim analysis of the first 31 patients following 28 days of treatment to the U.S. Food and Drug Administration, or FDA, and the partial clinical hold was removed in February 2012. As a result of the removal, we can evaluate IDX184 in future interferon-free combination regimens with other DAAs. In addition, the FDA allowed us to truncate the phase IIb study from 100 patients, as in the original protocol, to a total of 60 patients, and to expand the enrollment criteria. In May 2012, we completed enrollment of the second cohort of 36 patients. Of the first cohort of 31 patients enrolled in the study, those who achieved an extended rapid virologic response, or eRVR, (n=18), defined as having undetectable levels of virus at four weeks and 12 weeks, were randomized to stop treatment after either 12 weeks (n=9) or 36 weeks (n=9) of Peg-IFN/RBV. Of the nine patients who completed their 12-week Peg-IFN/RBV extended treatment phase, 100% of patients (4/4) in the 100 mg arm and 80% of patients (4/5) in the 50 mg arm achieved a sustained virologic response four weeks after the completion of treatment (SVR4). An independent data safety monitoring board recently reviewed the safety data for this study and confirmed that IDX184 with Peg-IFN/RBV continues to have a side effect profile similar to that of Peg-IFN/RBV alone.


		Nucleoside/Nucleotide Polymerase Inhibitors (IDX19368)		In July 2012, we submitted an investigational new drug application, or IND, for IDX19368, our lead candidate for our next generation nucleotide polymerase inhibitor program. The IND is currently under the standard FDA review. We expect to initiate clinical trials in the third quarter of 2012. We are also evaluating other nucleotide prodrugs in preclinical testing.

		NS5A Inhibitors (IDX719)		In January 2012, we initiated a phase I clinical study of IDX719. The first part of the study evaluated the safety, pharmacokinetics and food effect of IDX719 in 48 healthy volunteers at single doses ranging from 5 to 100 mg. Eight healthy volunteers received 100 mg of IDX719 daily for seven days. All doses were well tolerated and pharmacokinetic data supports once-daily dosing in future studies. In the second quarter of 2012, we completed the second part of the phase I study, single-ascending doses of IDX719 in HCV genotype 1, 2 and 3-infected patients. IDX719 was well tolerated and demonstrated potent pan-genotypic antiviral activity with more than 3.0 log₁₀ viral load reductions achieved in the 100 mg dose group. In June 2012, we also completed a three-day proof-of-concept study designed to evaluate 64 treatment-naïve HCV genotype 1, 2, 3 or 4-infected patients. HCV genotype 1 patients were randomized to receive placebo, 25 mg QD (once-daily), 50 mg QD, 50 mg BID (twice-daily) or 100 mg QD for three days. HCV genotype 2, 3 and 4 patients were randomized to receive placebo, 50 mg BID or 100 mg QD for three days. IDX719 was well tolerated with no treatment emergent serious adverse events reported. Treatment with IDX719 exhibited potent pan-genotypic activity across genotypes: • in genotype 1 patients (n=28), mean maximal viral load reductions were 3.2 log₁₀ IU/mL in the 25 mg QD arm, 3.7 log₁₀ IU/mL in the 50 mg QD arm, 3.2 log₁₀ IU/mL in the 50 mg BID arm and 3.5 log₁₀ IU/mL in the 100 mg QD arm; • in genotype 2 patients (n=8), the mean maximal viral load reduction was 2.0 log₁₀ IU/mL in both the 50 mg BID and 100 mg QD dose arms with a greater variability in responses among these patients (range: 0.3 – 4.1 log₁₀ IU/mL). We are currently conducting pharmacokinetic and sequencing analyses to further characterize these results; • in genotype 3 patients (n=8), mean maximal viral load reductions were 3.3 log₁₀ IU/mL in the 50 mg BID arm and 3.4 log₁₀ IU/mL in the 100 mg QD arm; and • in genotype 4 patients (n=7), mean maximal viral load reductions were 3.9 log₁₀ IU/mL in the 50 mg BID dose arm and 3.4 log₁₀ IU/mL in the 100 mg QD dose arm. In July 2012, the FDA granted Fast Track designation for IDX719. With a Fast Track designation, there is an opportunity for more frequent interactions with the FDA and the possibility of a priority review, which would reduce the length of the standard FDA review period.

HBV

Tyzeka^®/Sebivo^® (telbivudine)

(L-nucleoside)

Novartis Pharma AG, or Novartis, had worldwide development, commercialization and manufacturing rights and obligations related to telbivudine (Tyzeka^®/Sebivo^®). We received royalty payments equal to a percentage of net sales of Tyzeka^®/Sebivo^® prior to July 2012. Refer to the Novartis Collaboration heading below for details on the restructuring of the collaboration and the Tyzeka^®/Sebivo^® royalties.

In September 2010, the FDA placed two of our HCV drug candidates, IDX184 and IDX320, on clinical hold. The hold was imposed following a 14-day drug-drug interaction study of a combination of IDX184 and IDX320 in 20 healthy volunteers. We discontinued the clinical development of IDX320. In February 2011, the program was placed on partial clinical hold, which allowed us to initiate a phase IIb 12-week clinical trial of IDX184 in HCV-infected patients in July 2011. In February 2012, the FDA removed the partial clinical hold on IDX184. As a result of the removal of the partial clinical hold, we can evaluate IDX184 in future interferon-free combination regimens with other DAAs.

All of our drug candidates are currently in preclinical or clinical development. To commercialize any of our drug candidates, we will be required to obtain marketing authorization approvals after successfully completing preclinical studies and clinical trials of such drug candidates. Our current estimates for additional research and development expenses are subject to risks and uncertainties associated with research, development, clinical trials and the FDA and foreign regulatory review and approval processes. The time and cost to complete development of our drug candidates may vary significantly and depends upon a number of factors, including the requirements mandated by the FDA and other regulatory agencies, the success of our clinical trials, the availability of financial resources, and our future collaborations, if any.

We have incurred significant losses each year since our inception in May 1998 and at June 30, 2012, we had an accumulated deficit of $689.7 million. Historically, we have generated losses principally from costs associated with research and development activities, including clinical trial costs, and general and administrative activities. As a result of planned expenditures for future discovery and development activities, we expect to incur additional losses for the foreseeable future. We believe that our current cash, cash equivalents and the net proceeds of $190.6 million from our underwritten offering in August 2012 will be sufficient to sustain operations through at least March 31, 2014.

Novartis Collaboration

We entered into a collaboration with Novartis relating to the worldwide development and commercialization of our drug candidates in May 2003, which we refer to as the development and commercialization agreement. In July 2012, we and Novartis materially amended the collaboration and executed a termination and revised relationship agreement, which we refer to as the termination agreement.

Under the development and commercialization agreement, Novartis had an option to license any of our development-stage drug candidates after demonstration of activity and safety in a proof-of-concept clinical trial so long as Novartis maintained at least 30% ownership of our voting stock. Pursuant to the termination agreement executed in July 2012, Novartis’ option right to license our current and future development-stage drug candidates in any therapeutic area has terminated. In exchange, we have agreed to pay Novartis a royalty based on worldwide product sales of our HCV drug products, unless such drug products are prescribed in combination with Novartis’ HCV drug products. The royalty percentage will vary based on our commercialized HCV drug product and range from the high single digits to the low double digit percentages. Royalties are payable until the later to occur of: a) expiration of the last-to-expire of specified patent rights in a country; or b) ten years after the first commercial sale of a product in such country, provided that if royalties are payable on a product after the expiration of the patent rights in a country, each of the respective royalty rates for such product in such country would be reduced by one-half.

Pursuant to the termination agreement, we granted Novartis a non-exclusive license to conduct clinical trials evaluating a combination of any of our and Novartis’ HCV drug candidates after the HCV drug candidates have completed dose-ranging studies, subject to meeting certain criteria. Under certain circumstances Novartis may conduct a dose ranging study with respect to our HCV drug candidates. With respect to any combination trial, certain criteria must first be met prior to the commencement of such combination clinical trial. If the parties cannot agree to the initiation of a combination trial, an independent data safety monitoring board will determine whether or not the combination trial should be initiated based on the safety profile of each HCV drug candidate. We have agreed to supply Novartis with our HCV drug candidates for use in such combination trials. We and Novartis have agreed to use commercially reasonable efforts to, in good faith, enter into a supply agreement and other relevant agreements in connection with any such combination trial. Novartis’ ability to initiate combination trials expires on the seven year anniversary of the execution of the termination agreement, or July 2019, although any then existing combination study commenced prior to such expiration date may continue after the expiration date.

In 2003 under the development and commercialization agreement, Novartis licensed telbivudine (Tyzeka^®/Sebivo^®) from us for the treatment of the hepatitis B virus, or HBV. In September 2007, we and Novartis entered into an amendment to the development and commercialization agreement pursuant to which we transferred to Novartis worldwide development, commercialization and manufacturing rights and obligations pertaining to Tyzeka^®/Sebivo^®. Subsequently, we began receiving royalty payments equal to a percentage of net sales of Tyzeka^®/Sebivo^®. Under the termination agreement executed in July 2012, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product, sales of Tyzeka^®/Sebivo^® for the treatment of HBV. Novartis is committed to reimburse us for our contractual payments to third-parties in connection with intellectual property related to Tyzeka^®/Sebivo^®. We will otherwise be responsible for any payments to third-parties in connection with intellectual property necessary to sell Tyzeka^®/Sebivo^®.

On July 31, 2012, we, Novartis and certain other stockholders entered into a second amended and restated stockholders’ agreement, which we refer to as the second amended and restated stockholder’s agreement. Under the second amended and restated stockholders’ agreement, Novartis maintains its rights to cause us to register for resale, under the Securities Act of 1933, as amended, shares held by Novartis and/or its affiliates. Under the second amended and restated stockholders’ agreement, we have agreed to use our reasonable best efforts to nominate for election one designee of Novartis for so long as Novartis and its affiliates own at least 15% of our voting stock.

ViiV Healthcare Company and GlaxoSmithKline Collaboration

In February 2009, we licensed our non-nucleoside reverse transcriptase inhibitor, or NNRTI, compounds to GlaxoSmithKline, or GSK. This agreement, which we refer to as the ViiV license agreement, was assigned to ViiV Healthcare Company, or ViiV, which is an affiliate of GSK. The ViiV license agreement granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including human immunodeficiency virus type-1, or HIV, and acquired immune deficiency syndrome, or AIDS. In February 2009, we also entered into a stock purchase agreement with GSK, which we refer to as the GSK stock purchase agreement. Under this agreement, GSK purchased approximately 2.5 million shares of our common stock at an aggregate purchase price of $17.0 million, or a per share price of $6.87. These agreements became effective in March 2009.

In March 2009, we received a $34.0 million payment related to this collaboration, which consisted of a $17.0 million license fee payment under the ViiV license agreement and the $17.0 million under the GSK stock purchase agreement described above. In 2010, we received a $6.5 million milestone payment for the achievement of a preclinical operational milestone and a $20.0 million milestone payment for the initiation of a phase IIb clinical study of ‘761.

In February 2011, ViiV informed us that the FDA placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.

Results of Operations

Comparison of Three Months Ended June 30, 2012 and 2011

Revenues

Revenues for the three months ended June 30, 2012 and 2011 were as follows:


	Three Months Ended June 30,
	2012		2011
	(In Thousands)
Collaboration revenue—related party:
License fee revenue	$	138	$	(782	)
Royalty revenue		1,300		1,170

		1,438		388

Other revenue:
Collaboration revenue		—		656

Total revenues	$	1,438	$	1,044

Collaboration revenue — related party consisted of revenues associated with our collaboration with Novartis for the worldwide development and commercialization of our drug candidates. Collaboration revenue — related party was comprised of the following:

•

license and other fees received from Novartis for the license of our HBV and HCV drug candidates, net of changes for Novartis’ stock subscription rights, which were being recognized over the development period of our licensed drug candidates; and

•

royalty payments associated with product sales of Tyzeka^®/Sebivo^® made by Novartis.

Collaboration revenue — related party was $1.4 million in the three months ended June 30, 2012 as compared to $0.4 million in the same period in 2011. The $1.0 million increase was due to additional revenue recognized in 2012 related to the impact of Novartis’ stock subscription rights. Under the stockholders’ agreement and the second amended and restated stockholders’ agreement, Novartis has the right to maintain its percentage ownership in Idenix by purchasing shares of our common stock when stock options are exercised under certain stock plans. As of June 30, 2012 and 2011, the cumulative effect of the fair market value of our common stock that would be issuable to Novartis under this stock subscription right, less the exercise price that would be paid by Novartis, impacted the condensed consolidated statements of operations as a reduction of the revenue associated with the Novartis collaboration. For the three months ended June 30, 2012, we recorded $0.8 million of revenue related to the Novartis collaboration and a charge against revenue of $0.7 million due to this stock subscription right.

There was no collaboration revenue recognized under the ViiV license agreement in the three months ended June 30, 2012 as compared to $0.7 million in the same period in 2011. As discussed above, the ViiV license agreement was terminated on March 15, 2012 and therefore no additional revenue will be recognized in 2012.

Cost of Revenues

Cost of revenues were $0.6 million in the three months ended June 30, 2012 which was unchanged as compared to the same period in 2011.

Research and Development Expenses

Research and development expenses were $20.5 million in the three months ended June 30, 2012 as compared to $10.3 million in the same period in 2011. The increase of $10.2 million was primarily due to $7.4 million of expenses related to our phase IIb clinical trial of IDX184 and our clinical trials of IDX719 in 2012. Additionally, expenses increased $2.7 million related to preclinical costs of IDX19368.

General and Administrative Expenses

General and administrative expenses were $5.9 million in the three months ended June 30, 2012 as compared to $4.5 million in the same period in 2011. The increase of $1.4 million was mainly due to additional professional and legal expenses.

Other Income, Net

Other income, net was $0.2 million in the three months ended June 30, 2012 and was primarily comprised of research and development credits. This amount was substantially unchanged as compared to the same period in 2011.

Income Tax Expense

There was no income tax expense in the three months ended June 30, 2012 which was unchanged as compared to the same period in 2011.

Comparison of Six Months Ended June 30, 2012 and 2011

Revenues

Revenues for the six months ended June 30, 2012 and 2011 were as follows:


	Six Months Ended June 30,
	2012			2011
	(In Thousands)
Collaboration revenue—related party:
License fee revenue	$	(1,499	)	$	1,540
Royalty revenue		2,514			2,193

		1,015			3,733

Other revenue:
Collaboration revenue		36,068			1,312

Total revenues	$	37,083		$	5,045

Collaboration revenue — related party was $1.0 million in the six months ended June 30, 2012 as compared to $3.7 million in the same period in 2011. The $2.7 million decrease was due to less revenue recognized in 2012 related to the impact of Novartis’ stock subscription rights. Under the stockholders’ agreement and the second amended and restated stockholders’ agreement, Novartis has the right to maintain its percentage ownership in Idenix by purchasing shares of our common stock when stock options are exercised under certain stock plans. As of June 30, 2012, the cumulative effect of the fair market value of our common stock that would be issuable to Novartis under this stock subscription right, less the exercise price that would be paid by Novartis, impacted the condensed consolidated statements of operations as a reduction of the revenue associated with the Novartis collaboration. For the six months ended June 30, 2012, we recorded $1.6 million of revenue related to the Novartis collaboration and a charge against revenue of $3.1 million due to this stock subscription right resulting in net contra-revenue related to Novartis of $1.5 million license fee revenue as shown in the table above.

Collaboration revenue recognized under the ViiV license agreement was $36.1 million in the six months ended June 30, 2012 as compared to $1.3 million in the same period in 2011. The ViiV license agreement was terminated on March 15, 2012 and as a result we recognized the deferred revenue balance of $36.1 million as other collaboration revenue in the first quarter of 2012.

As a result of entering into the termination agreement and the second amended and restated stockholders’ agreements in July 2012, we expect the amount of license fee revenue recognized and included in the condensed consolidated statements of operations to be impacted. Additionally, we will no longer receive royalty or milestone payments from Novartis based upon product sales of Tyzeka^®/Sebivo^® (telbivudine) for the treatment of HBV.

Cost of Revenues

Cost of revenues were $1.8 million in the six months ended June 30, 2012 as compared to $1.1 million in the same period in 2011. The increase of $0.7 million is due to the recognition of deferred expenses related to the termination of the ViiV license agreement on March 15, 2012.

Research and Development Expenses

Research and development expenses were $39.1 million in the six months ended June 30, 2012 as compared to $18.3 million in the same period in 2011. The increase of $20.8 million was primarily due to $14.8 million of expenses related to our phase IIb clinical trial of IDX184 and our clinical trials of IDX719 in 2012. Additionally, expenses increased $6.1 million related to preclinical costs of IDX19368. Salaries and personnel related costs also increased due to the absence of a $0.6 million adjustment that was recorded in 2011 related to the 2010 bonus liability. These amounts were offset by $1.5 million of expenses for a proof-of-concept study of IDX375 in 2011.

We expect our research and development expenses for 2012 to be higher than the amount incurred in 2011 mainly due to the continued development of IDX184 and IDX719 and to the advancement of our other HCV drug candidates into clinical testing in 2012. We may seek a partner that will assist in the further development and commercialization of our drug candidates, which would reduce future costs.

We will continue to devote substantial resources to our research and development activities, expand our research pipeline and engage in future development activities as we continue to advance our drug candidates and explore collaborations with other entities that we believe will create shareholder value.

General and Administrative Expenses

General and administrative expenses were $10.6 million in the six months ended June 30, 2012 as compared to $8.4 million in the same period in 2011. The increase of $2.2 million was mainly due to $1.9 million of additional legal expenses and the absence of a $0.3 million adjustment that was recorded in 2011 related to the 2010 bonus liability.

We expect our general and administrative expenses in 2012 to be slightly higher than those incurred in 2011 due to expected higher legal costs.

Other Income, Net

Other income, net was $0.5 million in the six months ended June 30, 2012 and was primarily comprised of research and development credits. This amount was substantially unchanged as compared to the same period in 2011.

Income Tax Expense

Income tax expense was less than $0.1 million in the six months ended June 30, 2012 which was substantially unchanged as compared to the same period in 2011.

Liquidity and Capital Resources

Since our inception in 1998, we have financed our operations with proceeds obtained in connection with license and development arrangements and equity financings. The proceeds include:

•

license, milestone, royalty and other payments from Novartis;

•

license, milestone and stock purchase payments from ViiV and GSK;

•

reimbursements from Novartis for costs we have incurred subsequent to May 8, 2003 in connection with the development of Tyzeka^®/Sebivo^®, valtorcitabine and valopicitabine;

•

sales of Tyzeka^® in the United States through September 30, 2007;

•

net proceeds from Sumitomo Pharmaceuticals Co., Ltd., or Sumitomo, for reimbursement of development costs;

•

net proceeds from private placements of our convertible preferred stock in 1998, 1999 and 2001;

•

net proceeds from public or underwritten offerings in July 2004, October 2005, August 2009, April 2010, April 2011, November 2011 and August 2012;

•

net proceeds from private placements of our common stock concurrent with our public offerings in 2004, 2005 and April 2011; and

•

proceeds from the exercise of stock options granted pursuant to our equity compensation plans.

Prior to July 2012, any financing requiring the issuance of additional shares of capital stock had to first be approved by Novartis so long as Novartis continues to own at least 19.4% of our voting stock. This right was terminated in July 2012 under the second amended and restated stockholders’ agreement with Novartis and therefore Novartis’ approval was not required for the underwritten offering in August 2012. We received Novartis’ approval for the following offerings in 2011:

•

in November 2011, we received approval from Novartis to issue capital shares so long as the issuance of shares did not reduce Novartis’ interest in Idenix below 31%. In October 2011, we filed a universal shelf registration statement with the Securities and Exchange Commission, or SEC, which will allow us to offer and sell from time to time up to a maximum of $150.0 million of shares of common stock, at prices and terms to be determined at the time of sale. Pursuant to this shelf registration statement, in November 2011, we issued approximately 10.8 million shares of our common stock pursuant to an underwritten offering and received $65.8 million in net proceeds. Novartis did not participate in this offering.

We have incurred losses in each year since our inception and at June 30, 2012, we had an accumulated deficit of $689.7 million. We expect to report a net loss for the next several years as we continue to expand our drug discovery and development efforts. As a result, we may seek additional funding through a combination of public or private financing, collaborative relationships or other arrangements and we may seek a partner who will assist in the future development and commercialization of our drug candidates. In July 2012, we filed a universal, automatically effective, well-known seasoned issuer shelf registration statement with the SEC for the issuance, in one or more public offerings, of common stock, debt securities and other securities at prices and on terms to be determined at the time of the applicable offering. In August 2012, we issued approximately 25.3 million shares of our common stock under this new shelf registration and received $190.6 million in net proceeds. Additional funding may not be available to us or, if available, may not be on terms favorable to us. Further, any additional equity financing may be dilutive to stockholders, other than Novartis, which has the right to maintain its current ownership level.

We believe that our current cash, cash equivalents and the net proceeds of $190.6 from our underwritten offering will be sufficient to sustain operations through at least March 31, 2014. If we are unable to obtain adequate financing on a timely basis, we could be required to delay, reduce or eliminate one or more of our drug development programs, enter into new collaborative, strategic alliances or licensing arrangements that may not be favorable to us and reduce the number of our employees.

We had total cash and cash equivalents of $79.3 million and $118.3 million as of June 30, 2012 and December 31, 2011, respectively. Our investment policy seeks to manage these assets to achieve our goals of preserving principal and maintaining adequate liquidity. As of June 30, 2012, all of our investments were in money market funds.

Net cash used in operating activities was $43.3 million and $28.0 million in the six months ended June 30, 2012 and 2011, respectively. The $15.3 million net change was primarily due to $23.7 million higher operating expenses in 2012 offset by a $6.2 million increase in accounts payable and accrued expenses.

Net cash used in investing activities was $0.1 million and $0.4 million in the six months ended June 30, 2012 and 2011, respectively. The decrease in cash used in 2012 is due to the cancellation and release of a $0.4 million letter of credit related to the termination of an operating lease in December 2011.

Net cash provided by financing activities was $4.6 million and $60.4 million in the six months ended June 30, 2012 and 2011, respectively. The decrease of $55.8 million was primarily due to the receipt of proceeds of $60.2 million related to an underwritten offering and a private placement in April 2011. Partially offsetting this decrease was an increase in proceeds from the exercise of stock options of $4.1 million in 2012 compared to 2011.

Contractual Obligations and Commitments

Set forth below is a description of our contractual obligations as of June 30, 2012:


	Payments Due by Period
	Total		Less Than 1 Year		1-3 Years		4-5 Years		After 5 Years
Contractual Obligations	(In Thousands)
Operating leases	$	5,035	$	2,029	$	1,898	$	1,108	$	—
Settlement payments and other agreements		1,729		1,235		456		38		—
Long-term obligations		7,387		—		—		2,000		5,387

Total contractual obligations	$	14,151	$	3,264	$	2,354	$	3,146	$	5,387

Included in the table above is $7.9 million related to a settlement agreement we entered into in July 2008 with the University of Alabama at Birmingham, or UAB, the University of Alabama at Birmingham Research Foundation, or UABRF, an affiliate of UAB, and Emory University relating to our telbivudine technology. Pursuant to this settlement agreement, all contractual disputes relating to patents covering the use of certain synthetic nucleosides for the treatment of HBV and all litigation matters relating to patents and patent applications related to the use of ß-L-2’-deoxy-nucleosides for the treatment of HBV assigned to one or more of Idenix, Le Centre National de la Recherche Scientifique, or CNRS, and the Universite Montpellier II, or the University of Montpellier, and which cover the use of telbivudine (Tyzeka^®/Sebivo^®) for the treatment of HBV have been resolved. Under the terms of the settlement agreement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis based on worldwide sales of telbivudine, subject to minimum payment obligations aggregating $11.0 million. Our payment obligations under the settlement agreement will expire in August 2019. The settlement agreement was effective on June 1, 2008 and included mutual releases of all claims and covenants not to sue among the parties. It also included a release from a third-party scientist who had claimed to have inventorship rights in certain Idenix/CNRS/University of Montpellier patents. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo^® (telbivudine) for the treatment of HBV. Novartis is required to reimburse us for our contractual payments to UABRF in connection with our intellectual property related to Tyzeka^®/Sebivo^®.

In connection with our operating lease for office and laboratory space, we have a letter of credit with a commercial bank for $0.8 million which expires on December 31, 2013.

As of June 30, 2012, we had $2.7 million of long-term liabilities recorded. These liabilities and certain potential payment obligations relating to our HBV and HCV product and drug candidates that are described below are excluded from the contractual obligations table above as we cannot make a reliable estimate of the period in which the cash payments may be made.

In May 2004, we entered into a settlement agreement with UAB which provides for a milestone payment of $1.0 million to UAB upon receipt of regulatory approval in the United States to market and sell certain HCV products invented or discovered by our former chief executive officer during the period from November 1, 1999 to November 1, 2000. This settlement agreement also provides that if such HCV products were approved and commercialized, we will pay UAB an amount equal to 0.5% of worldwide net sales of such HCV products with a minimum sales-based payment equal to $12.0 million. Currently, there are no such HCV products approved and therefore there was no related liability recorded as of June 30, 2012.

We have potential payment obligations under the license agreement with the Universita degli Studi di Cagliari, or the University of Cagliari, pursuant to which we have the exclusive worldwide right to make, use and sell certain HCV and other technologies. We made certain payments to the University of Cagliari under these arrangements based on the payments we received under the ViiV and GSK collaboration. As a result of the termination of the ViiV license agreement, we will not receive any additional milestone or royalty payments under the ViiV license transaction and therefore do not expect to make future payments to the University of Cagliari for the patent and patent applications related to ‘761. We are also liable for certain payments to the University of Cagliari if we receive license fees or milestone payments with respect to such technology from a collaborator.

In March 2003, we entered into a final settlement agreement with Sumitomo, under which the rights to develop and commercialize telbivudine in Japan, China, South Korea and Taiwan previously granted to Sumitomo were returned to us. This agreement with Sumitomo became effective upon consummation of our collaboration with Novartis in May 2003. This agreement provides for a $5.0 million milestone payment to Sumitomo if and when the first commercial sale of telbivudine occurs in Japan. As part of the termination agreement, Novartis will reimburse us for any such payment made to Sumitomo.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of the condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, accrued expenses and share-based compensation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Our significant accounting policies are more fully described in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Changes in interest rates may impact our financial position, operating results or cash flows. The primary objective of our investment activities is to preserve capital while maintaining liquidity until it is required to fund operations. To minimize risk, we maintain our operating cash in commercial bank accounts. We invest our cash in high quality financial instruments, primarily money market funds. Due to the nature of these instruments, we do not believe that we have a material exposure to interest rate risk.

Foreign Currency Exchange Rate Risk

Our foreign currency transactions include a subsidiary in France that is denominated in euros. As a result of these foreign currency transactions, our financial position, results of operations and cash flows can be affected by market fluctuations in foreign currency exchange rates. We have not entered into any derivative financial instruments to reduce the risk of fluctuations in currency exchange rates.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

We have conducted an evaluation under the supervision and with the participation of our management, including our chief executive officer and chief financial officer (our principal executive officer and principal financial officer, respectively), regarding the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this report. Based on such evaluation, our chief executive officer and chief financial officer concluded that, as of June 30, 2012, our disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2011 and Note 9 of this quarterly report for discussions of our legal proceedings.

Item 1A. Risk Factors

Factors Related to Our Business

Our product candidates may exhibit undesirable side effects when used alone or in combination with other approved pharmaceutical products or investigational agents, which may delay or preclude their further development or regulatory approval, or limit their use if approved.

Throughout the drug development process, we must continually demonstrate the safety and tolerability of our product candidates in order to obtain regulatory approval to advance their clinical development or to market them. Even if our product candidates demonstrate biologic activity and clinical efficacy, any unacceptable adverse side effects or toxicities, when administered alone or in the presence of other pharmaceutical products or investigational agents, which can arise at any stage of development, may outweigh their potential benefit. For instance, in September 2010, two of our drug candidates for the treatment of HCV, IDX184 and IDX320, were placed on clinical hold by the FDA following a 14-day drug-drug interaction study of a combination of IDX184 and IDX320 in healthy volunteers. In future preclinical studies and clinical trials our product candidates may demonstrate unacceptable safety profiles or unacceptable drug-drug interactions, which could result in the delay or termination of their development, prevent regulatory approval or limit their market acceptance if they are ultimately approved.

We have a limited operating history and have incurred a cumulative loss since inception. If we do not generate significant revenues, we will not be profitable.

We have incurred significant losses each year since our inception in May 1998. We expect to report a net loss for the next several years as we continue to expand our drug discovery and development efforts. Telbivudine (Tyzeka^®/Sebivo^®), our only product to reach commercialization, is marketed by Novartis and we received royalty payments associated with sales of this product prior to July 2012. As of July 2012, under the termination agreement entered into with Novartis, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo^® (telbivudine) for the treatment of HBV. We will not be able to generate revenues from other product sales until we successfully complete clinical development and receive regulatory approval for one of our other drug candidates, and we or a collaboration partner successfully introduce such product commercially. We expect to incur annual operating losses and expect that the net loss we will incur will fluctuate from quarter to quarter and such fluctuations may be substantial. To generate product revenue, regulatory approval for products we successfully develop must be obtained and we and/or one of our existing or future collaboration partners must effectively manufacture, market and sell such products. Even if we successfully commercialize drug candidates that receive regulatory approval, we may not be able to realize revenues at a level that would allow us to achieve or sustain profitability. Accordingly, we may never generate significant revenue and, even if we do generate significant revenue, we may never achieve profitability.

We will need additional capital to fund our operations, including the development, manufacture and potential commercialization of our drug candidates. If we do not have or cannot raise additional capital when needed, we will be unable to develop and ultimately commercialize our drug candidates successfully.

We believe our cash and cash equivalents balance at June 30, 2012 together with the net proceeds of $190.6 million from our August 2012 offering will be sufficient to sustain operations through at least March 31, 2014. Our drug development programs and the potential commercialization of our drug candidates will require substantial cash to fund expenses that we will incur in connection with preclinical studies and clinical trials, regulatory review and future manufacturing and sales and marketing efforts.

Our need for additional funding will depend in part on whether we enter into development and commercialization agreements with third-parties and receive related license fees, milestone payments and development expense reimbursement payments thereunder with respect to our drug candidates.

Our future capital needs will also depend generally on many other factors, including:

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the amount of revenue that we may be able to realize from commercialization and sale of drug candidates, if any, which are approved by regulatory authorities;

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the scope and results of our preclinical studies and clinical trials;

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the progress of our current preclinical and clinical development programs for HCV;

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the cost of obtaining, maintaining and defending patents on our drug candidates and our processes;

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the cost, timing and outcome of regulatory reviews;

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any costs associated with changes in rules and regulations promulgated by the FDA related to the drug development process and/or clinical trials, including but not limited to increased costs associated with the evolving standard of care treatment regimens;

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the commercial potential of our drug candidates;

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the rate of technological advances in our markets;

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the cost of acquiring or in-licensing new discovery compounds, technologies, drug candidates or other business assets;

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the magnitude of our general and administrative expenses;

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any costs related to litigation in which we may be involved or related to any claims made against us;

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any costs we may incur under current and future licensing arrangements; and

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the costs of commercializing and launching other products, if any, which are successfully developed and approved for commercial sale by regulatory authorities.

We expect that we will incur significant costs to complete the clinical trials and other studies required to enable us to submit regulatory applications with the FDA and/or the European Medicines Agency, or EMA, for our drug candidates as we continue development of each of our drug candidates. The time and cost to complete clinical development of our drug candidates may vary as a result of a number of factors.

We may seek additional capital through a combination of public and private equity offerings, debt financings and collaborative, strategic alliance and licensing arrangements. Such additional financing may not be available when we need it or may not be available on terms that are favorable to us. In July 2012, we filed a universal, automatically effective, well-known seasoned issuer shelf registration with the SEC for the issuance, in one or more public offerings, of common stock, debt securities and other securities at prices and on terms to be determined at the time of the applicable offering.

If we raise additional capital through the sale of our common stock, existing stockholders, other than Novartis, which has the right to maintain a certain level of ownership, will experience dilution of their current level of ownership of our common stock and the terms of the financing may adversely affect the holdings or rights of our stockholders. If we are unable to obtain adequate financing on a timely basis, we could be required to delay, reduce or eliminate one or more of our

drug development programs or to enter into new collaborative, strategic alliances or licensing arrangements that may not be favorable to us. More generally, if we are unable to obtain adequate funding, we may be required to scale back, suspend or terminate our business operations.

Our research and development efforts may not result in additional drug candidates being discovered on anticipated timelines, which could limit our ability to generate revenues.

Some of our research and development programs are at preclinical stages. Additional drug candidates that we may develop or acquire will require significant research, development, preclinical studies and clinical trials, regulatory approval and commitment of resources before any commercialization may occur. We cannot predict whether our research will lead to the discovery of any additional drug candidates that could generate revenues for us.

Our failure to successfully acquire or develop and market additional drug candidates or approved drugs would impair our ability to grow.

As part of our strategy, we intend to establish a franchise in the HCV market by developing multiple drug candidates for this therapeutic indication. The success of this strategy depends upon the development and commercialization of additional drug candidates that we successfully discover, license or otherwise acquire.

Drug candidates we discover, license or acquire, including IDX184, IDX719 and IDX19368, will require additional and likely substantial development, including formulation optimization, extensive clinical testing and approval by the FDA and applicable foreign regulatory authorities.

All drug candidates are prone to the risks of failure which are inherent in pharmaceutical drug development, including the possibility that the drug candidate will not be shown to be sufficiently safe and effective for approval by regulatory authorities.

Proposing, negotiating and implementing the acquisition or in-license of drug candidates may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing and sales resources, may compete with us for the acquisition of drug candidates. We may not be able to acquire the rights to additional drug candidates on terms that we find acceptable.

Our investments are subject to general credit, liquidity, market and interest rate risks.

As of June 30, 2012, all of our cash and cash equivalents were invested in money market funds. Our investment policy seeks to manage these assets to achieve our goals of preserving principal and maintaining adequate liquidity. Should our investments cease paying or reduce the amount of interest paid to us, our interest income would suffer. In addition, general credit, liquidity, market and interest risks associated with our investment portfolio may have an adverse effect on our financial condition.

The commercial markets which we intend to enter are subject to intense competition. If we are unable to compete effectively, our drug candidates may be rendered noncompetitive or obsolete.

We are engaged in segments of the pharmaceutical industry that are highly competitive and rapidly changing. Many large pharmaceutical and biotechnology companies, academic institutions, governmental agencies and other public and private research organizations are commercializing or pursuing the development of products that target viral diseases, including the same diseases we are targeting.

We face intense competition from existing products and we expect to face increasing competition as new products enter the market and advanced technologies become available. For the treatment of HCV, Peg-IFN/RBV, Incivek (telaprevir) and Victrelis (boceprevir) are approved by the FDA for commercial sale. Increased costs associated with the evolving standard of care treatment regimens and the cure rates of patients using one of these approved drugs and future approved combinations of DAAs, may be such that our development and discovery efforts in the area of HCV may be rendered noncompetitive.

We believe that a significant number of drug candidates that are currently under development may become available in the future for the treatment of HCV. Our competitors’ products may be more effective, have fewer side effects, have lower costs or be better marketed and sold than any of our products. Additionally, products that our competitors successfully develop for the treatment of HCV may be marketed prior to any HCV product we or our collaboration partners successfully develop. Many of our competitors have:

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significantly greater financial, technical and human resources than we have and may be better equipped to discover, develop, manufacture and commercialize products;

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more extensive experience in conducting preclinical studies and clinical trials, obtaining regulatory approvals and manufacturing and marketing pharmaceutical products;

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products that have been approved or drug candidates that are in late-stage development; and

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collaborative arrangements in our target markets with leading companies and research institutions.

Under the termination agreement, Novartis has a non-exclusive license for a period of seven years from July 2012 to conduct clinical trials evaluating a combination of any of our HCV drug candidates and any of Novartis’ HCV drug candidates after each drug candidate has completed a dose-ranging study. If Novartis obtains regulatory approval to co-label a Novartis HCV drug with one or more of our HCV drugs, Novartis could market and sell a combination that may compete with our drug candidates and/or combination products that we market and sell in the future. In addition, Novartis may market, sell, promote or license other competitive products. Novartis has significantly greater financial, technical and human resources than we have, is better equipped to discover, develop, manufacture and commercialize products, and has more extensive experience in preclinical studies and clinical trials, obtaining regulatory approvals and manufacturing and marketing pharmaceutical products. In the event that Novartis competes with us, our business could be materially and adversely affected.

Competitive products may render our products obsolete or noncompetitive before we can recover the expenses of developing and commercializing our drug candidates. Furthermore, the development of new treatment methods and/or the widespread adoption or increased utilization of vaccines for the diseases we are targeting could render our drug candidates noncompetitive, obsolete or uneconomical.

With respect to drug candidates, if any, that we may successfully develop and obtain approval to commercialize, we will face competition based on the safety and effectiveness of our products, the timing and scope of regulatory approvals, the availability and cost of supply, marketing and sales capabilities, reimbursement coverage, price, patent position and other factors. Our competitors may develop or commercialize more effective or more affordable products or obtain more effective patent protection than we do. Accordingly, our competitors may commercialize products more rapidly or effectively than we do, which could adversely affect our competitive position and business.

Biotechnology and related pharmaceutical technologies have undergone and continue to be subject to rapid and significant change. Our future will depend in large part on our ability to maintain a competitive position with respect to these technologies.

If biopharmaceutical companies involved in HCV drug development continue to consolidate, competition may increase and our business may be harmed.

In late 2011 and early 2012, several acquisitions of smaller biopharmaceutical companies by larger biopharmaceutical companies took place at substantial premiums over the market capitalizations of the target companies, including the acquisitions of Anadys Pharmaceuticals, Pharmasset, Inc. and Inhibitex Pharmaceuticals, by F. Hoffman-LaRoche & Co., Gilead Sciences, Inc. and Bristol-Myers Squibb Company, respectively. If such consolidation continues to take place, we may face competitive pressures to a far greater degree than had those consolidations not occurred, resulting from the greater resources the larger pharmaceutical companies can invest in their HCV development pipelines.

If we are not able to attract and retain key management and scientific personnel and advisors, we may not successfully develop our drug candidates or achieve our other business objectives.

The growth of our business and our success depends in large part on our ability to attract and retain key management and research and development personnel. Our key personnel include our senior officers, many of whom have very specialized scientific, medical or operational knowledge. The loss of the service of any of the key members of our senior management team may significantly delay or prevent our discovery of additional drug candidates, the development of our drug candidates and achievement of our other business objectives. Our ability to attract and retain qualified personnel, consultants and advisors is critical to our success.

We face intense competition for qualified individuals from numerous pharmaceutical and biotechnology companies, academic institutions, governmental entities and other research institutions. We may be unable to attract and retain these individuals and our failure to do so would have an adverse effect on our business.

Our business has a substantial risk of product liability claims. If we are unable to obtain or maintain appropriate levels of insurance, a product liability claim against us could adversely affect our business.

Our business exposes us to significant potential product liability risks that are inherent in the development, manufacturing and marketing of human therapeutic products. Product liability claims could result in a recall of products or a change in the therapeutic indications for which such products may be used. In addition, product liability claims may distract our management and key personnel from our core business, require us to spend significant time and money in litigation or require us to pay significant damages, which could prevent or interfere with commercialization efforts and could adversely affect our business. Claims of this nature would also adversely affect our reputation, which could damage our position in the marketplace.

For Tyzeka^®/Sebivo^®, product liability claims could be made against us based on the use of our product prior to October 1, 2007, at which time we transferred to Novartis our worldwide development, commercialization and manufacturing rights and obligations related to Tyzeka^®/Sebivo^®. For Tyzeka^®/Sebivo^® and our drug candidates, product liability claims could be made against us based on the use of our drug candidates in clinical trials we conducted prior to 2007. We have obtained product liability insurance for Tyzeka^®/Sebivo^® and maintain clinical trial insurance for our drug candidates in development. Such insurance may not provide adequate coverage against potential liabilities. In addition, clinical trial and product liability insurance is becoming increasingly expensive. As a result, we may be unable to maintain or increase current amounts of product liability and clinical trial insurance coverage, obtain product liability insurance for other products, if any, that we seek to commercialize, obtain additional clinical trial insurance or obtain sufficient insurance at a reasonable cost. If we are unable to obtain or maintain sufficient insurance coverage on reasonable terms or to otherwise protect against potential product liability claims, we may be unable to commercialize our products or conduct the clinical trials necessary to develop our drug candidates. A successful product liability claim brought against us in excess of our insurance coverage may require us to pay substantial amounts in damages. This could adversely affect our cash position and results of operations.

Our insurance policies are expensive and protect us only from some business risks, which will leave us exposed to significant, uninsured liabilities.

We do not carry insurance for all categories of risk that our business may encounter. We currently maintain general liability, property, workers’ compensation, products liability, directors’ and officers’ and employment practices insurance policies. We do not know, however, if we will be able to maintain existing insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our cash position and results of operations.

If the estimates we make, and the assumptions on which we rely, in preparing our financial statements prove inaccurate, our actual results may vary from those reflected in our projections and accruals.

Our financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses, the amounts of charges accrued by us and related disclosures of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. There can be no assurance, however, that our estimates, or the assumptions underlying them, will not change.

Prior to our July 2012 termination agreement with Novartis, one of these estimates was our estimate of the development period over which we amortized non-refundable payments from Novartis, which we reviewed on a quarterly basis. We estimated this period to be through May 2021 based on current judgments related to the product development timeline of our licensed drug candidates. When the estimated development period changed, we adjusted periodic revenue that was being recognized and recorded the remaining unrecognized non-refundable payments over the remaining development period during which our performance obligations were completed. Significant judgments and estimates were involved in determining the estimated development period and different assumptions could yield materially different financial results.

If we fail to design and maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, current and potential stockholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.

As directed by Section 404 of the Sarbanes-Oxley Act of 2002, the SEC adopted rules requiring public companies to include a report in Annual Reports on Form 10-K that contains an assessment by management of the effectiveness of the company’s internal controls over financial reporting. In addition, the company’s independent registered public accounting firm must attest to the effectiveness of our internal controls over financial reporting.

We have completed an assessment and will continue to review in the future our internal controls over financial reporting in an effort to ensure compliance with the Section 404 requirements. The manner by which companies implement, maintain and enhance these requirements including internal control reforms, if any, to comply with Section 404, and how registered independent public accounting firms apply these requirements and test companies’ internal controls, is subject to change and will evolve over time. As a result, notwithstanding our efforts, it is possible that either our management or our independent registered public accounting firm may in the future determine that our internal controls over financial reporting are not effective.

A determination that our internal controls over financial reporting are ineffective could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively impact the market price of our stock, increase the volatility of our stock price and adversely affect our ability to raise additional funding.

Our business is subject to international economic, political and other risks that could negatively affect our results of operations or financial position.

Our business is subject to risks associated with doing business internationally, including:

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changes in a specific country’s or region’s political or economic conditions, including Western Europe, in particular;

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potential negative consequences from changes in tax laws affecting our ability to repatriate profits;

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difficulty in staffing and managing operations overseas;

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unfavorable labor regulations applicable to our operations in France;

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changes in foreign currency exchange rates; and

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the need to ensure compliance with the numerous regulatory and legal requirements applicable to our business in each of these jurisdictions and to maintain an effective compliance program to ensure compliance.

Our operating results may be impacted by the health of the North American and European economies. Our business and financial performance may be adversely affected by current and future economic conditions that cause a decline in business and consumer spending, including a reduction in the availability of credit, rising interest rates, financial market volatility and recession.

We may be required to relocate one of our principal research facilities, which could interrupt our business activities and result in significant expense.

We have been involved in a dispute with the City of Cambridge, Massachusetts and its License Commission pertaining to the level of noise emitted from certain rooftop equipment at our research facility located at 60 Hampshire Street in Cambridge. The License Commission has claimed that we are in violation of the local noise ordinance pertaining to sound emissions, based on a complaint from neighbors living adjacent to the property. We have contested this alleged violation before the License Commission, as well as the Middlesex County, Massachusetts, Superior Court. In July 2010, the License Commission granted us a special variance from the requirements of the local noise ordinance for a period of one-year, effective as of July 1, 2010. In August 2011, the License Commission granted an extension of the July 2010 variance until August 2012. In June 2012, the License Commission granted an extension of the July 2010 variance until the end of the lease term, which is December 2013. We may, however, be required to cease certain activities at the building if: a) the noise emitted from certain rooftop equipment at our research facility exceeds the levels permitted by the special variance; or b) any future legal challenge to the position of the City of Cambridge and the License Commission is unsuccessful. In any such event, we could be required to relocate to another facility which could interrupt some of our business activities and could be time consuming and costly.

Factors Related to Development, Clinical Testing and Regulatory Approval of Our Drug Candidates

All of our drug candidates are in development. Our drug candidates remain subject to clinical testing and regulatory approval. If we are unable to develop our drug candidates, we will not be successful.

To date, we have limited experience marketing, distributing and selling any products. The success of our business depends primarily upon our ability, or that of any future collaboration partner, to successfully commercialize other products we may successfully develop.

Our drug candidates are in various stages of development. All of our drug candidates require regulatory review and approval prior to commercialization. Approval by regulatory authorities requires, among other things, that our drug candidates satisfy rigorous standards of safety, including efficacy and assessments of the toxicity and carcinogenicity of the drug candidates we are developing. To satisfy these standards, we must engage in expensive and lengthy testing. Notwithstanding the efforts to satisfy these regulatory standards, our drug candidates may not:

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offer therapeutic or other improvements over existing drugs;

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be proven safe and effective in clinical trials;

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meet applicable regulatory standards;

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be capable of being produced in commercial quantities at acceptable costs; or

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be successfully commercialized.

Commercial availability of our drug candidates is dependent upon successful clinical development and receipt of requisite regulatory approvals. Clinical data often are susceptible to varying interpretations. Many companies that have believed that their drug candidates performed satisfactorily in clinical trials in terms of both safety and efficacy have nonetheless failed to obtain regulatory approval for commercial sale. Furthermore, the FDA and other regulatory authorities may request additional information including data from additional clinical trials, which may significantly delay any approval and these regulatory agencies ultimately may not grant marketing approval for any of our drug candidates.

If our clinical trials are not successful, we will not obtain regulatory approval for the commercial sale of our drug candidates.

To obtain regulatory approval for the commercial sale of our drug candidates, we will be required to demonstrate through preclinical studies and clinical trials that our drug candidates are safe and effective. Preclinical studies and clinical trials are lengthy and expensive and the historical rate of failure for drug candidates is high. The results from preclinical studies of a drug candidate may not predict the results that will be obtained in human clinical trials.

We, the FDA or other applicable regulatory authorities may prohibit the initiation or suspend clinical trials of a drug candidate at any time if we or they believe the persons participating in such clinical trials are being exposed to unacceptable health risks or for other reasons. The observation of adverse side effects in a clinical trial may result in the FDA or foreign regulatory authorities refusing to approve a particular drug candidate for any or all indications of use. Additionally, adverse or inconclusive clinical trial results concerning any of our drug candidates could require us to conduct additional clinical trials, result in increased costs, significantly delay the submission of applications seeking marketing approval for such drug candidates, result in a narrower indication than was originally sought or result in a decision to discontinue development of such drug candidates. Even if we successfully complete our clinical trials with respect to our drug candidates, we may not receive regulatory approval for such candidates.

Clinical trials require sufficient patient enrollment, which is a function of many factors, including the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites, the availability of effective treatments for the relevant disease, the eligibility criteria for the clinical trial and other clinical trials evaluating other investigational agents for the same or similar uses, which may compete with us for patient enrollment. Delays in patient enrollment can result in increased costs and longer development times.

We cannot predict whether we will encounter additional problems with any of our completed, ongoing or planned clinical trials that will cause us or regulatory authorities to delay or suspend our clinical trials, delay or suspend patient enrollment into our clinical trials or delay the analysis of data from our completed or ongoing clinical trials. Delays in the development of our drug candidates would delay our ability to seek and potentially obtain regulatory approvals, increase expenses associated with clinical development and likely increase the volatility of the price of our common stock. Any of the following could suspend, terminate or delay the completion of our ongoing, or the initiation of our planned, clinical trials:

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discussions with the FDA or comparable foreign authorities regarding the scope or design of our clinical trials;

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delays in obtaining, or the inability to obtain, required approvals from, or suspensions or termination by, institutional review boards or other governing entities at clinical sites selected for participation in our clinical trials;

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delays in enrolling participants into clinical trials;

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lower than anticipated retention of participants in clinical trials;

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insufficient supply or deficient quality of drug candidate materials or other materials necessary to conduct our clinical trials;

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serious or unexpected drug-related side effects experienced by participants in our clinical trials; or

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negative results of clinical trials.

If the results of our own or any future partner’s ongoing or planned clinical trials for our drug candidates are not available when we expect or if we encounter any delay in the analysis of data from our preclinical studies and clinical trials:

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we may be unable to commence human clinical trials of any drug candidates; or

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we may not have the financial resources to continue the research and development of our drug candidates.

If our drug candidates fail to obtain United States and/or foreign regulatory approval, we and any future partners will be unable to commercialize our drug candidates.

Each of our drug candidates is subject to extensive governmental regulations relating to development, clinical trials, manufacturing and commercialization. Rigorous preclinical studies and clinical trials and an extensive regulatory approval process are required in the United States and in many foreign jurisdictions prior to the commercial sale of any drug candidates. Before any drug candidate can be approved for sale, we, or any collaboration partners must demonstrate that it can be manufactured in accordance with the FDA’s current good manufacturing practices, or cGMP, requirements. In addition, facilities where the principal commercial supply of a product is to be manufactured must pass FDA inspection prior to approval. Satisfaction of these and other regulatory requirements is costly, time consuming, uncertain and subject to unanticipated delays. It is possible that none of the drug candidates we are currently developing will obtain the appropriate regulatory approvals necessary to permit commercial distribution.

The time required for FDA review and other approvals is uncertain and typically takes a number of years, depending upon the complexity of the drug candidate. Analysis of data obtained from preclinical studies and clinical trials is subject to confirmation and interpretation by regulatory authorities, which could delay, limit or prevent regulatory approval. We or one of our future partners may also encounter unanticipated delays or increased costs due to government regulation from future legislation or administrative action, changes in FDA policy during the period of product development, clinical trials and FDA regulatory review.

Any delay in obtaining or failure to obtain required approvals could materially adversely affect our ability or that of any partner to generate revenues from a particular drug candidate. For example, in 2010, we discontinued the clinical development of IDX320 as a result of the FDA placing a clinical hold on IDX184 and IDX320. The clinical hold on IDX184 was subsequently removed by the FDA. Also in February 2011, ViiV informed us that the FDA placed ‘761, our product candidate for the treatment of HIV which we licensed to ViiV in 2009, on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Furthermore, any regulatory approval to market a product may be subject to limitations on the indicated uses for which we or any partner may market the product. These restrictions may limit the size of the market for the product. Additionally, drug candidates we or any future partners successfully develop could be subject to post market surveillance and testing.

We are also subject to numerous foreign regulatory requirements governing the conduct of clinical trials, and we, with any partners, are subject to numerous foreign regulatory requirements relating to manufacturing and marketing authorization, pricing and third-party reimbursement. The foreign regulatory approval processes include all of the risks associated with FDA approval described above as well as risks attributable to the satisfaction of local regulations in foreign jurisdictions. Approval by any one regulatory authority does not assure approval by regulatory authorities in other jurisdictions. Many foreign regulatory authorities, including those in the European Union and in China, have different approval procedures than those required by the FDA and may impose additional testing requirements for our drug candidates. Any failure or delay in obtaining such marketing authorizations for our drug candidates would have a material adverse effect on our business.

Our products will be subject to ongoing regulatory review even after approval to market such products is obtained. If we or any future partners fail to comply with applicable United States and foreign regulations, we or such partners could lose approvals that we or our partners have been granted and our business would be seriously harmed.

Even after approval, any drug product that we or any collaboration partners successfully develop will remain subject to continuing regulatory review, including the review of clinical results, which are reported after our product becomes commercially available. The marketing claims we or any collaboration partners are permitted to make in labeling or advertising regarding our marketed drugs in the United States will be limited to those specified in any FDA approval, and in other markets such as the European Union, to the corresponding regulatory approvals. Any manufacturer we or any collaboration partners use to make approved products will be subject to periodic review and inspection by the FDA or other similar regulatory authorities in the European Union and other jurisdictions. We and any collaboration partners are required to report any serious and unexpected adverse experiences and certain quality problems with our products and make other periodic reports to the FDA or other similar regulatory authorities in the European Union and other jurisdictions. The subsequent discovery of previously unknown problems with the drug, manufacturer or facility may result in restrictions on the drug manufacturer or facility, including withdrawal of the drug from the market. We do not have, and currently do not intend to develop, the ability to manufacture material at commercial scale or for our clinical trials. Our reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured products ourselves, including reliance on such manufacturers for regulatory compliance. Certain changes to an approved product, including the way it is manufactured or promoted, often require prior approval from regulatory authorities before the modified product may be marketed.

If we or any collaboration partners fail to comply with applicable continuing regulatory requirements, we or such collaboration partners may be subject to civil penalties, suspension or withdrawal of any regulatory approval obtained, product recalls and seizures, injunctions, operating restrictions and criminal prosecutions and penalties.

If we or any future partners fail to comply with ongoing regulatory requirements after receipt of approval to commercialize a product, we or such partners may be subject to significant sanctions imposed by the FDA, EMA or other United States and foreign regulatory authorities.

The research, testing, manufacturing and marketing of drug candidates and products are subject to extensive regulation by numerous regulatory authorities in the United States and other countries. Failure to comply with these requirements may subject a company to administrative or judicially imposed sanctions. These enforcement actions may include, without limitation:

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warning letters and other regulatory authority communications objecting to matters such as promotional materials and requiring corrective action such as revised communications to healthcare practitioners;

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civil penalties;

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criminal penalties;

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injunctions;

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product seizure or detention;

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product recalls;

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total or partial suspension of manufacturing; and

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FDA refusal to review or approve pending new drug applications or supplements to new drug applications for previously approved products and/or similar rejections of marketing applications or supplements by foreign regulatory authorities.

The imposition of one or more of these sanctions on us or one of our future partners could have a material adverse effect on our business.

If we do not comply with laws regulating the protection of the environment and health and human safety, our business could be adversely affected.

Our research and development activities involve the controlled use of hazardous materials, chemicals and various radioactive compounds. Although we believe that our safety procedures for handling and disposing of these materials comply with the standards prescribed by state and federal laws and regulations, the risk of accidental contamination or injury from these materials cannot be eliminated. If an accident occurs, we could be held liable for resulting damages, which could be substantial. We are also subject to numerous environmental, health and workplace safety laws and regulations, including those governing laboratory procedures, exposure to bloodborne pathogens and the handling of biohazardous materials. Although we maintain workers’ compensation insurance to cover us for costs we may incur due to injuries to our employees resulting from the use of these materials and environmental liability insurance to cover us for costs associated with environmental or toxic tort claims that may be asserted against us, this insurance may not provide adequate coverage against all potential liabilities. Additional federal, state, foreign and local laws and regulations affecting our operations may be adopted in the future. We may incur substantial costs to comply with these laws or regulations. Additionally, we may incur substantial fines or penalties if we violate any of these laws or regulations.

Growing availability of specialty pharmaceuticals may lead to increased focus of cost containment.

Specialty pharmaceuticals refer to medicines that treat rare or life-threatening conditions that have smaller patient populations, such as certain types of cancer, multiple sclerosis, HBV, HCV and HIV. The growing availability and use of innovative specialty pharmaceuticals, combined with their relative higher cost as compared to other types of pharmaceutical products, is beginning to generate significant payer interest in developing cost containment strategies targeted to this sector. While the impact on our payers’ efforts to control access and pricing of specialty pharmaceuticals has been limited to date, our portfolio of specialty products, combined with the increasing use of health technology assessment in markets around the world and the deteriorating finances of governments, may lead to a more significant adverse business impact in the future.

Factors Related to Our Relationship with Novartis

If we breach any of the numerous representations and warranties we made to Novartis under the development and commercialization agreement, the termination agreement or the stock purchase agreement, Novartis has the right to seek indemnification from us for damages it suffers as a result of such breach. These amounts could be substantial.

We have agreed to indemnify Novartis and its affiliates against losses suffered as a result of our breach of representations and warranties in the development and commercialization agreement, the termination agreement and the stock purchase agreement. Under these agreements, we made numerous representations and warranties to Novartis regarding our HCV and HBV drug candidates, including representations regarding our ownership of and licensed rights to the inventions and discoveries relating to such drug candidates. If one or more of our representations or warranties were subsequently determined not to be true at the time we made them to Novartis, we would be in breach of these agreements. In the event of a breach by us, Novartis has the right to seek indemnification from us and, under certain circumstances, our stockholders who sold shares to Novartis, which include some of our directors and officers, for damages suffered by Novartis as a result of such breach. The amounts for which we could become liable to Novartis could be substantial.

In May 2004, we entered into a settlement agreement with UAB, relating to our ownership of our former chief executive officer’s inventorship interest in certain of our patents and patent applications, including patent applications covering our HCV drug candidates. Under the terms of the settlement agreement, we agreed to make payments to UAB, including an initial payment made in 2004 in the amount of $2.0 million, as well as regulatory milestone payments and payments relating to net sales of certain products. Novartis may seek to recover from us and, under certain circumstances, our stockholders who sold shares to Novartis, which include many of our officers and directors, the losses it suffers as a result of any breach of the representations and warranties we made relating to our HCV drug candidates and may assert that such losses include the settlement payments.

In July 2008, we, our former chief executive officer, in his individual capacity, the University of Montpellier and CNRS entered into a settlement agreement with UAB, UABRF, and Emory University. Pursuant to this settlement agreement, all contractual disputes relating to patents covering the use of certain synthetic nucleosides for the treatment of HBV and all litigation matters relating to patents and patent applications related to the use of ß-L-2’-deoxy-nucleosides for the treatment of HBV assigned to one or more of Idenix, CNRS, and the University of Montpellier and which cover the use of telbivudine (Tyzeka^®/Sebivo^®) for the treatment of HBV have been resolved. Under the terms of the settlement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis based on worldwide sales of telbivudine, subject to minimum payment obligations aggregating $11.0 million. Novartis may seek to recover from us and, under certain circumstances, those of our officers, directors and other stockholders who sold shares to Novartis, losses it suffers as a result of any breach of the representations and warranties we made to Novartis relating to our HBV drug candidates and may assert that such losses include the settlement payments. Under the termination agreement we entered into with Novartis in July 2012, Novartis is required to reimburse us for our contractual payments we make to UABRF under the settlement agreement following the execution of the termination agreement.

If we issue capital stock, in certain situations, Novartis will be able to purchase a pro rata portion of shares that we may issue to maintain its percentage ownership in Idenix.

Novartis has the right, subject to limited exceptions noted below, to purchase a pro rata portion of shares of capital stock that we issue. The price that Novartis pays for these securities would be either the price that we offer such securities to third-parties, including the price paid by persons who acquire shares of our capital stock pursuant to awards granted under stock compensation or equity incentive plans or, in specified situations, for a 10% premium to the consideration per share paid by others acquiring our stock. Novartis’ right to purchase a pro rata portion does not include:

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securities issuable in connection with any stock split, reverse stock split, stock dividend or recapitalization that we undertake that affects all holders of our common stock proportionately;

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shares of common stock issuable upon exercise of stock options and other awards pursuant to our 1998 equity incentive plan; and

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securities issuable in connection with our acquisition of all the capital stock or all or substantially all of the assets of another entity.

Except as noted above, Novartis’ right to purchase shares includes a right to purchase securities that are convertible into, or exchangeable for, our common stock, provided that Novartis’ right to purchase stock in connection with options or other convertible securities issued to any of our directors, officers, employees or consultants pursuant to any stock compensation or equity incentive plan will not be triggered until the underlying equity security has been issued to the director, officer, employee or consultant. Novartis waived its right to purchase additional shares of our common stock as a result of the shares of common stock we issued to GSK, in 2009. Additionally, Novartis did not purchase shares of our common stock pursuant to our underwritten offerings in August 2009, April 2010 or November 2011. We issued 1.8 million shares of our common stock to Novartis pursuant to a private placement agreement in conjunction with our underwritten offering in April 2011. Novartis’ ownership was subsequently diluted from approximately 53% prior to the August 2009 offering to approximately 25% following the completion of our offering in August 2012. In accordance with the terms of the second amended and restated stockholders’ agreement, Novartis has the right to purchase from us up to 7.8 million shares of our common stock for 30 days following this offering in order to maintain its ownership level immediately prior to the offering, which was approximately 31%.

The safety or efficacy profile of any of our HCV clinical candidates may differ in combination with other existing or future drugs used to treat HCV, including those being developed by Novartis, and therefore may preclude the further development or approval of our HCV clinical candidates, which could materially harm our business.

Phase II and phase III clinical trials of other DAAs similar to IDX184 and IDX719 are now being conducted in combination with the current standard of care and increasingly, with other DAAs in clinical development. Therefore, the clinical development and commercialization pathway for IDX184 or IDX719, or any other product candidate we may develop in the future for the treatment of HCV, will require that it be evaluated during clinical trials in combination with other existing or future antivirals. When combined with other HCV therapies, IDX184 or IDX719 may demonstrate unexpected side effects even if IDX184 or IDX719 demonstrate meaningful therapeutic benefits equal to or better than our competitors’ compounds, an acceptable safety profile, and a dose amenable to combination therapy in phase I and other early-stage clinical trials. Under limited circumstances, Novartis has rights to combine its HCV clinical candidates, including alisporivir, with our HCV clinical candidates, including IDX184, IDX719 and IDX19368. Novartis may elect to perform certain combination trials with our HCV clinical candidates and its clinical candidates. We believe the optimized treatment of HCV will involve the combination of three or more antiviral compounds. We cannot assure that any of our HCV clinical candidates will be amenable for use in combination with some, or any, existing therapies or those in clinical development, including HCV clinical candidates developed by Novartis now or in the future.

If we enter into a future commercialization agreement with Novartis and Novartis terminates or fails to perform its obligations under such agreement, we may not be able to successfully commercialize our drug candidates licensed to Novartis under such agreement and the development and commercialization of our other drug candidates could be delayed, curtailed or terminated.

negotiate for a period longer than 180 days. We may not be able to obtain terms that are favorable to us, including obtaining co-promotion and co-marketing rights or a reasonable royalty for future sales of combination therapies including our HCV drug candidates. If we do enter into such an agreement, we will likely depend upon the success of the efforts of Novartis to manufacture, market and sell such combination therapies, if any, that are successfully developed. We will have limited control over the resources that Novartis may devote to such manufacturing and commercialization efforts and, if Novartis does not devote sufficient time and resources to such efforts, we may not realize the commercial or financial benefits we anticipate, and our results of operations may be adversely affected.

If Novartis were to breach or terminate a future commercialization agreement with us, the development or commercialization of the affected drug candidate or product could be delayed, curtailed or terminated because we may not have sufficient resources or capabilities, financial or otherwise, to continue development and commercialization of the drug candidate, and we may not be successful in entering into a collaboration with another third-party.

Factors Related to Our Dependence on Third-Parties Other Than Novartis

If we seek to enter into collaboration agreements for any drug candidates and we are not successful in establishing such collaborations, we may not be able to continue development of those drug candidates.

Our drug development programs and product commercialization efforts will require substantial additional cash to fund expenses to be incurred in connection with these activities. We may seek to enter into collaboration agreements with other pharmaceutical companies to fund all or part of the costs of drug development and commercialization of drug candidates. We may seek a partner who will assist in the future development and commercialization of our drug candidates for the treatment of HCV. The terms and conditions of our termination agreement with Novartis may discourage other third-parties from entering into future collaboration agreements and relationships with us. We may not be able to enter into collaboration agreements and the terms of any such collaboration agreements may not be favorable to us. If we are not successful in our efforts to enter into a collaboration arrangement with respect to a drug candidate, we may not have sufficient funds to develop such drug candidate or any other drug candidate internally.

If we do not have sufficient funds to develop our drug candidates, we will not be able to bring these drug candidates to market and generate revenue. As a result, our business will be adversely affected. In addition, the inability to enter into collaboration agreements could delay or preclude the development, manufacture and/or commercialization of a drug candidate and could have a material adverse effect on our financial condition and results of operations because:

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we may be required to expend our own funds to advance the drug candidate to commercialization;

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revenue from product sales could be delayed; or

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we may elect not to develop or commercialize the drug candidate.

Our collaborations with outside scientists may be subject to restriction and change.

We work with chemists and biologists at academic and other institutions that assist us in our research and development efforts. Many of our drug candidates were discovered with the research and development assistance of these chemists and biologists. Many of the scientists who have contributed to the discovery and development of our drug candidates are not our employees and may have other commitments that would limit their future availability to us. Although our scientific advisors and collaborators generally agree not to do competing work, if a conflict of interest between their work for us and their work for another entity arises, we may lose their services.

We have depended on third-party manufacturers to manufacture products for us. If in the future we manufacture any of our products, we will be required to incur significant costs and devote significant efforts to establish these capabilities.

We have relied upon third-parties to produce material for preclinical and clinical studies and may continue to do so in the future. Although we believe that we will not have any material supply issues, we cannot be certain that we will be able to obtain long-term supply arrangements of those materials on acceptable terms. We also expect to rely on third-parties to produce materials required for clinical trials and for the commercial production of certain of our products if we succeed in obtaining necessary regulatory approvals. If we are unable to arrange for third-party manufacturing, or to do so on commercially reasonable terms, we may not be able to complete development of our products or market them.

Reliance on third-party manufacturers entails risks to which we would not be subject if we manufactured products ourselves, including reliance on the third-party for regulatory compliance and quality assurance, the possibility of breach by the third-party of agreements related to supply because of factors beyond our control and the possibility of termination or nonrenewal of the agreement by the third-party, based on its own business priorities, at a time that is costly or damaging to us.

In addition, the FDA and other regulatory authorities require that our products be manufactured according to cGMP regulations. Any failure by us or our third-party manufacturers to comply with cGMPs and/or our failure to scale up our manufacturing processes could lead to a delay in, or failure to obtain, regulatory approval. In addition, such failure could be the basis for action by the FDA to withdraw approvals for drug candidates previously granted to us and for other regulatory action.

Factors Related to Patents and Licenses

If we are unable to adequately protect our patents and licenses related to our drug candidates, or if we infringe the rights of others, it may not be possible to successfully commercialize products that we develop.

Our success will depend in part on our ability to obtain and maintain patent protection both in the United States and in other countries for any products we successfully develop. The patents and patent applications in our patent portfolio are either owned by us, exclusively licensed to us, or co-owned by us and others and exclusively licensed to us. Our ability to protect any products we successfully develop from unauthorized or infringing use by third-parties depends substantially on our ability to obtain and maintain valid and enforceable patents. Due to evolving legal standards relating to the patentability, validity and enforceability of patents covering pharmaceutical inventions and the scope of claims made under these patents, our ability to obtain and enforce patents is uncertain and involves complex legal and factual questions. Accordingly, rights under any issued patents may not provide us with sufficient protection for any products we successfully develop or provide sufficient protection to afford us a commercial advantage against our competitors or their competitive products or processes. In addition, we cannot guarantee that any patents will be issued from any pending or future patent applications owned by or licensed to us. Even if patents have been issued or will be issued, we cannot guarantee that the claims of these patents are, or will be, valid or enforceable, or provide us with any significant protection against competitive products or otherwise be commercially valuable to us. The U.S. Congress passed the Leahy-Smith America Invents Act, or the America Invents Act, which was signed into law in September 2011. The America Invents Act reforms U.S. patent law in part by changing the standard for patent approval from a “first to invent” standard to a “first inventor to file” standard and developing a post-grant review system. This new legislation affects U.S. patent law in a manner that may impact our ability to obtain or maintain patent protection for current or future inventions in the U.S. or otherwise cause uncertainty as to our patent protection.

We may not have identified all patents, published applications or published literature that may affect our business, either by blocking our ability to commercialize our drug candidates, by preventing the patentability of our drug candidates by us, our licensors or co-owners, or by covering the same or similar technologies that may invalidate our patents, limiting the scope of our future patent claims or adversely affecting our ability to market our drug candidates. For example, patent applications are maintained in confidence for at least 18 months after their filing. In some cases, patent applications remain confidential in the U.S. Patent and Trademark Office, which we refer to as the USPTO, for the entire time prior to issuance of a U.S. patent. Patent applications filed in countries outside the United States are not typically published until at least 18 months from their first filing date. Similarly, publication of discoveries in the scientific or patent literature often lags behind actual discoveries. Therefore, we cannot be certain that we or our licensors or co-owners were the first to invent, or the first inventors to file, patent applications on our product or drug candidates or for their uses. In the event that another party has filed a U.S. patent application covering the same invention as one of our patent applications or patents, we may have to participate in an adversarial proceeding, known as an interference, declared by the USPTO to determine priority of invention in the United States. In late February 2012, an interference was declared by the USPTO concerning a patent application co-owned by us and a patent owned by Gilead Pharmasset LLC. The application and patent claim to certain nucleoside compounds useful in treating HCV. We cannot predict whether we will prevail. Our co-owned application at issue in the interference is not relevant to our compound IDX184 or any other compounds we currently have under development. An interference is based upon complex specialized U.S. patent law and we expect the interference proceeding could be expensive and time consuming, but we do not believe it will be relevant to any of our current clinical candidates, including IDX184.

The costs of these proceedings could be substantial and it is possible that our efforts could be unsuccessful, potentially resulting in loss of our U.S. patent application at issue in the interference, which as noted above is not relevant to IDX184 or any other compounds we currently have under development. The laws of some foreign jurisdictions do not protect intellectual property rights to the same extent as in the United States and many companies have encountered significant difficulties in protecting and defending such rights in foreign jurisdictions. If we encounter such difficulties in protecting, or are otherwise precluded from effectively protecting, our intellectual property rights in foreign jurisdictions, our business prospects could be substantially harmed.

Since our HBV product, telbivudine, was a known compound before the filing of our patent applications covering the use of this drug candidate to treat HBV, we cannot obtain patent protection on telbivudine itself. As a result, we have obtained and maintain patents granted on the method of using telbivudine as a medical therapy for the treatment of HBV. In the termination agreement, we have agreed to transfer all our rights to patents and patent applications associated with telbivudine to Novartis.

In July 2008, we entered into a settlement agreement with UAB, UABRF and Emory University relating to our telbivudine technology. Pursuant to this settlement agreement, all contractual disputes relating to patents covering the use of certain synthetic nucleosides for the treatment of HBV and all litigation matters relating to patents and patent applications related to the use of ß-L-2’-deoxy-nucleosides for the treatment of HBV assigned to one or more of Idenix, CNRS and the University of Montpellier and which cover the use of telbivudine (Tyzeka^®/Sebivo^®) for the treatment of HBV have been resolved. UAB also agreed to abandon certain continuation patent applications it filed in July 2005. Under the terms of the settlement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis based on worldwide sales of telbivudine, subject to minimum payment obligations in the aggregate of $11.0 million. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo^® (telbivudine) for the treatment of HBV. Novartis is committed to reimburse us for our contractual payment obligations due to third-parties, including UABRF, in connection with intellectual property related to Tyzeka^®/Sebivo^®.

In accordance with our patent strategy, we are attempting to obtain patent protection for our HCV drug candidates, including IDX184, IDX719 and IDX19368. We have filed U.S. and foreign patent applications for our drug candidates, and in some jurisdictions have obtained patent protection, related to IDX184 itself, as well as to methods of treating HCV with IDX184. Further, we are prosecuting U.S. and foreign patent applications, and have been granted U.S. and foreign patents, claiming methods of treating HCV with nucleoside/nucleotide polymerase inhibitors.

We are aware that a number of other companies have filed patent applications attempting to cover broad classes of compounds and their use to treat HCV or infection by any member of the Flaviviridae virus family to which HCV belongs. These classes of compounds might relate to nucleoside polymerase inhibitors associated with IDX184, IDX 19368 and/or our NS5A inhibitor, IDX719. The companies include Merck & Co., Inc., Isis Pharmaceuticals, Inc., Ribapharm, Inc. (a wholly-owned subsidiary of Valeant Pharmaceuticals International), Genelabs Technologies, Inc., Gilead Sciences, Inc., Bristol-Myers Squibb Company, Enanta Pharmaceuticals, Inc., Presidio Pharmaceuticals, Inc. and Biota, Inc. (a subsidiary of Biota Holdings Ltd.). A foreign country may grant patent rights covering one or more of our drug candidates to one or more other companies. If that occurs, we may need to challenge the third-party patent rights, and if we do not challenge or are not successful with the challenge, we will need to obtain a license that might not be available to us on commercially reasonable terms or at all. The USPTO may grant patent rights covering one or more of our drug candidates to one or more other companies. If that occurs, we may need to challenge the third-party patent rights, and if we do not challenge or are not successful with the challenge, we will need to obtain a license that might not be available at all or on commercially reasonable terms. Given the breadth of our patent portfolio to HCV nucleosides/nucleotides, we expect many competitors to challenge our patents in, for example, Europe, Canada, Australia or the United States at the appropriate time. We cannot predict whether these challenges will occur, or, if they do, exactly when they will occur. We also cannot predict the outcome of any of these challenges, and they may be expensive and time consuming.

In June 2012, Gilead Sciences, Inc. filed suit against us in Canadian Federal Court seeking to invalidate one of our issued Canadian patents. Our patent, which is the subject of the Canadian litigation, covers similar subject matter to that patent application at issue in the U.S. interference and is not relevant to IDX184 or any other compounds we currently have under development. In July 2012, we were put on notice that Gilead Sciences, Ltd. is considering filing a claim of invalidity against one of our issued Norwegian patents before the District Court of Oslo. Our patent at issue in the potential Norwegian litigation covers similar subject matter to that patent application at issue in the U.S. interference and is not relevant to IDX184 or any other compounds we currently have under development. Gilead Sciences, Inc. may make similar claims or bring additional legal proceedings in other jurisdictions where we have granted patents. While we cannot predict whether we will prevail, we intend to vigorously defend these actions and any others like it brought by any third-party. We expect these litigation proceedings could be expensive and time consuming, but we do not believe they will be relevant to any of our current clinical candidates, including IDX184.

A number of companies have filed patent applications and have obtained patents covering certain compositions and methods for the treatment, diagnosis and/or screening of HCV that could materially affect the ability to develop and commercialize current drug candidates and other drug candidates we may develop in the future. For example, we are aware that Apath, LLC has obtained broad patents covering HCV proteins, nucleic acids, diagnostics and drug screens. If we need to use these patented materials or methods to develop any of our HCV drug candidates and the materials or methods fall outside certain safe harbors in the laws governing patent infringement, we will need to buy these products from a licensee of the company authorized to sell such products or we will require a license from one or more companies, which may not be available to us on commercially reasonable terms or at all. This could materially affect or preclude our ability to develop and sell our HCV drug candidates.

If we find that any drug candidates we are developing should be used in combination with a product covered by a patent held by another company or institution, and that a labeling instruction is required in product packaging recommending that combination, we could be accused of, or held liable for, infringement or inducement of infringement of certain third-party patents claims covering the product recommended for co-administration with our product. In that case, we may be required to obtain a license from the other company or institution to provide the required or desired package labeling, which may not be available on commercially reasonable terms or at all.

Litigation and disputes related to intellectual property matters occur frequently in the biopharmaceutical industry. Litigation regarding patents, patent applications and other proprietary rights may be expensive and time consuming. If we are unsuccessful in litigation concerning patents or patent applications owned or co-owned by us or licensed to us, we may not be able to protect our products from competition or we may be precluded from selling our products. If we are involved in such litigation, it could cause delays in bringing drug candidates to market and harm our ability to operate. Such litigation could take place in the United States in a federal court or in the USPTO. The litigation could also take place in a foreign country, in either the courts or the patent office of that country.

Our success will depend in part on our ability to uphold and enforce patents or patent applications owned or co-owned by us or licensed to us, which cover products we successfully develop. Proceedings involving our patents or patent applications could result in adverse decisions regarding:

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ownership of patents and patent applications;

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rights concerning our licenses;

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the patentability of our inventions relating to our products and drug candidates; and/or

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the enforceability, validity or scope of protection offered by our patents relating to our products and drug candidates.

Even if we are successful in these proceedings, we may incur substantial costs and divert management’s time and attention in pursuing these proceedings, which could have a material adverse effect on us.

In May 2004, we and our former chief executive officer entered into a settlement agreement with UAB resolving a dispute regarding ownership of inventions and discoveries made by our former chief executive officer during the period from November 1999 to November 2002, at which time our former chief executive officer was on sabbatical and then unpaid leave from his position at UAB. The patent applications we filed with respect to such inventions and discoveries include the patent applications covering valopicitabine and IDX184.

Under the terms of the settlement agreement with UAB, we agreed to make a $2.0 million initial payment to UAB, as well as other contingent payments based upon the commercial launch of other HCV products discovered or invented by our former chief executive officer during his sabbatical and unpaid leave. In addition, UAB and UABRF have each agreed that neither of them has any right, title or ownership interest in these inventions and discoveries. Under the development and commercialization agreement, termination agreement and stock purchase agreement, we made numerous representations and warranties to Novartis regarding our HCV program, including representations regarding our ownership of the inventions and discoveries. If one or more of our representations or warranties were subsequently determined not to be true at the time we made them to Novartis, we would be in breach of these agreements. In the event of a breach by us, Novartis has the right to seek indemnification from us and, under certain circumstances, our stockholders who sold shares to Novartis, which include many of our directors and officers, for damages suffered by Novartis as a result of such breach. The amounts for which we could be liable to Novartis could be substantial.

Our success will also depend in part on our ability to avoid infringement of the patent rights of others. If it is determined that we do infringe a patent right of another, we may be required to seek a license (which may not be available on commercially reasonable terms or at all), defend an infringement action or challenge the validity of the patents in court. Patent litigation is costly and time consuming. We may not have sufficient resources to bring these actions to a successful conclusion. In addition, if we are not successful in infringement litigation and we do not license or develop non-infringing technology, we may:

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incur substantial monetary damages;

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encounter significant delays in bringing our drug candidates to market; and/or

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be precluded from participating in the manufacture, use or sale of our drug candidates or methods of treatment requiring licenses.

Confidentiality agreements with employees and others may not adequately prevent disclosure of trade secrets and other proprietary information.

To protect our proprietary technology and processes, we also rely in part on confidentiality agreements with our corporate collaborators, employees, consultants, outside scientific collaborators and sponsored researchers and other advisors. These agreements may not effectively prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. In addition, others may independently discover our trade secrets and confidential information and in such cases we could not assert any trade secret rights against such parties. Costly and time consuming litigation could be necessary to enforce and determine the scope of our proprietary rights and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

If any of our agreements that grant us the exclusive right to make, use and sell our drug candidates are terminated, we and/or future collaboration partners may be unable to develop or commercialize our drug candidates.

We, together with Novartis, entered into an amended and restated agreement with CNRS and the University of Montpellier, co-owners of the patents and patent applications covering Tyzeka^®/Sebivo^® and valtorcitabine. This agreement covers both the cooperative research program and the terms of our exclusive right to exploit the results of the cooperative research, including Tyzeka^®/Sebivo^® and valtorcitabine. The cooperative research program with CNRS and the University of Montpellier ended in December 2006 although many of the terms remain in effect for the duration of the patent life of the affected products. We and Novartis have also entered into two agreements with the University of Cagliari, the co-owner of the patents and patent applications covering some of our HCV drug candidates and certain other drug candidates. One agreement with the University of Cagliari covers our cooperative research program and the other agreement is an exclusive license to develop and sell jointly created drug candidates. Our relationship with Cagliari ended in December 2010 although many of the terms remain in effect for the duration of the patent life of the affected products. Under the amended and restated agreement with CNRS and the University of Montpellier and the license agreement, as amended, with the University of Cagliari, we obtained from our co-owners the exclusive right to exploit these drug candidates. Subject to certain rights afforded to Novartis as they relate to the license agreement with the University of Cagliari and CNRS, respectively, these agreements can be terminated by either party in circumstances such as the occurrence of an uncured breach by the non-terminating party. The termination of our rights, including patent rights, under the agreement with CNRS and the University of Montpellier or the license agreement, as amended, with the University of Cagliari would have a material adverse effect on our business and could prevent us from developing a drug candidate or selling a product. In addition, these agreements provide that we pay certain costs of patent prosecution, maintenance and enforcement. These costs could be substantial. Our inability or failure to pay these costs could result in the termination of the agreements or certain rights under them.

Under our amended and restated agreement with CNRS and the University of Montpellier and our license agreement, as amended, with the University of Cagliari, we and Novartis have the right to exploit and license certain co-owned drug candidates. However, our agreements with CNRS and the University of Montpellier and with the University of Cagliari are currently governed by, and will be interpreted and enforced under, French and Italian law, respectively, which are different in substantial respects from United States law and which may be unfavorable to us in material respects. Under French law, co-owners of intellectual property cannot exploit, assign or license their individual rights without the permission of the co-owners. Similarly, under Italian law, co-owners of intellectual property cannot exploit or license their individual rights without the permission of the co-owners. Accordingly, if our agreements with the University of Cagliari terminate based on a breach, we may not be able to exploit, license or otherwise convey to Novartis or other third-parties our rights in certain products or drug candidates for a desired commercial purpose without the consent of the co-owner, which could materially affect our business and prevent us from developing certain drug candidates and selling our products.

Under United States law, a patent co-owner has the right to prevent another co-owner from suing infringers by refusing to join voluntarily in a suit to enforce a patent. Our amended and restated agreement with CNRS and the University of Montpellier and our license agreement, as amended, with the University of Cagliari provide that such parties will cooperate to enforce our jointly owned patents on our products or drug candidates. If these agreements terminate or the parties’ cooperation is not given or is withdrawn, or they refuse to join in litigation that requires their participation, we may not be able to enforce these patent rights or protect our markets.

Factors Related to Our Common Stock

Our common stock may have a volatile trading price.

The market price of our common stock could be subject to significant fluctuations. Some of the factors that may cause the market price of our common stock to fluctuate include:

•

the results of ongoing and planned clinical trials of our drug candidates;

•

developments in the market with respect to competing products or more generally the treatment of HCV;

•

the results of preclinical studies and planned clinical trials of our other discovery-stage programs;

•

future sales of, and the trading volume in, our common stock;

•

the timing and success of the launch of products, if any, we successfully develop;

•

the decision by Novartis to initiate a combination trial with one of our HCV drug candidates;

•

the entry into key agreements, including those related to the acquisition or in-licensing of new programs, or the termination of key agreements;

•

the results and timing of regulatory actions relating to the approval of our drug candidates, including any decision by the regulatory authorities to place a clinical hold on our drug candidates;

•

the initiation of, material developments in or conclusion of litigation to enforce or defend any of our intellectual property rights;

•

the initiation of, material developments in or conclusion of litigation to defend products liability claims;

•

the failure of any of our drug candidates, if approved, to achieve commercial success;

•

the results of clinical trials conducted by others on drugs that would compete with our drug candidates;

•

issues in manufacturing our drug candidates or any approved products;

•

the loss of key employees;

•

adverse publicity related to our company, our products or our product candidates;

•

changes in estimates or recommendations by securities analysts who cover our common stock;

•

future financings through the issuance of equity or debt securities or otherwise;

•

changes in the structure of health care payment systems;

•

our cash position and period-to-period fluctuations in our financial results; and

•

general and industry-specific economic conditions.

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of our common stock.

We do not anticipate paying cash dividends, so you must rely on stock price appreciation for any return on your investment.

We anticipate retaining any future earnings for reinvestment in our research and development programs. Therefore, we do not anticipate paying cash dividends in the future. As a result, only appreciation of the price of our common stock will provide a return to stockholders. Investors seeking cash dividends should not invest in our common stock.

Sales of additional shares of our common stock could result in dilution to existing stockholders and cause the price of our common stock to decline.

Sales of substantial amounts of our common stock in the public market or the availability of such shares for sale, could adversely affect the price of our common stock. In addition, the issuance of common stock upon exercise of outstanding options could be dilutive and may cause the market price for a share of our common stock to decline. As of August 7, 2012, we had 130,572,823 shares of common stock issued and outstanding, together with outstanding options to purchase 7,699,975 shares of common stock with a weighted average exercise price of $7.62 per share.

Novartis has rights, subject to certain conditions, to require us to file registration statements covering their shares or to include its shares in registration statements that we may file for ourselves.

Novartis’ ownership of our common stock could delay or prevent a change in corporate control.

Following the completion of our offering in August 2012, Novartis owned approximately 25% of our common stock. In accordance with the terms of the second amended and restated stockholders’ agreement, Novartis has the right to purchase from us up to 7.8 million shares of our common stock for 30 days following this offering in order to maintain its ownership level immediately prior to the offering, which was approximately 31%. This concentration of ownership may harm the market price of our common stock by:

•

delaying, deferring or preventing a change in control of our company;

•

impeding a merger, consolidation, takeover or other business combination involving our company; or

•

discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company.

An investment in our common stock may decline in value as a result of announcements of business developments by us or our competitors.

The market price of our common stock is subject to substantial volatility as a result of announcements by us or other companies in our industry. As a result, purchasers of our common stock may not be able to sell their shares of common stock at or above the price at which they purchased such stock. Announcements which may subject the price of our common stock to substantial volatility include but are not limited to:

•

the termination agreement with Novartis or the decision by Novartis to initiate a joint combination trial with one of our HCV drug candidates;

•

the termination of the ViiV license agreement;

•

the results of our clinical trials pertaining to any of our drug candidates;

•

the results of discovery, preclinical studies and clinical trials by us or our competitors;

•

the acquisition of technologies, drug candidates or products by us or our competitors;

•

the development of new technologies, drug candidates or products by us or our competitors;

•

regulatory actions with respect to our drug candidates or products or those of our competitors, including those relating to clinical trials, such as clinical holds imposed by regulatory authorities, marketing authorizations, pricing and reimbursement;

•

the timing and success of launches of any product we successfully develop;

•

the market acceptance of any products we successfully develop;

•

significant changes to our existing business model;

•

the initiation of, material developments in or conclusion of litigation to enforce or defend any of our intellectual property rights; and

•

significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors.

In addition, if we fail to reach an important research, development or commercialization milestone or result by a publicly expected deadline, even if by only a small margin, there could be a significant impact on the market price of our common stock. Additionally, as we approach the announcement of important clinical data or other significant information and as we announce such results and information, we expect the price of our common stock to be particularly volatile and negative results would have a substantial negative impact on the price of our common stock.

We could be subject to class action litigation due to stock price volatility, which, if such litigation occurs, will distract our management and could result in substantial costs or large judgments against us.

The stock market frequently experiences extreme price and volume fluctuations. In addition, the market prices of securities of companies in the biotechnology and pharmaceutical industry have been extremely volatile and have experienced fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. These fluctuations could adversely affect the market price of our common stock. In the past, securities class action litigation has often been brought against companies following periods of volatility in the market prices of their securities. Due to the volatility in our stock price, we may be the target of similar litigation in the future.

Securities litigation could result in substantial costs and divert our management’s attention and resources, which could cause serious harm to our business, operating results and financial condition.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

None.

Item 5.

Other Information

None.

Item 6.

Exhibits

See Exhibit Index on the page immediately preceding the exhibits for a list of the exhibits filed as a part of this Quarterly Report, which Exhibit Index is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Date: August 8, 2012	By:	/s/ RONALD C. RENAUD, JR.
		Ronald C. Renaud, Jr.
		President and Chief Executive Officer and Director (Principal Executive Officer)

Date: August 8, 2012	By:	/s/ DANIELLA BECKMAN
		Daniella Beckman
		Chief Financial Officer and Treasurer (Principal Financial Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Description

	10.1	2012 Stock Incentive Plan

	10.2	Incentive Stock Option Agreement

	10.3	Nonstatutory Stock Option Agreement

	10.4+	Termination and Revised Relationship Agreement, dated July 31, 2012, between the Registrant, Idenix (Cayman) Limited and Novartis Pharma AG

	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.

	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	101	INSTANCE DOCUMENT

	101	SCHEMA DOCUMENT

	101	CALCULATION LINKBASE DOCUMENT

	101	DEFINITION LINKBASE DOCUMENT

	101	LABELS LINKBASE DOCUMENT

	101	PRESENTATION LINKBASE DOCUMENT

+	Confidential treatment requested as to certain portions, which portions have been separately filed with the Securities and Exchange Commission

EX-10.1 2 d334226dex101.htm EX-10.1 EX-10.1

Exhibit 10.1

IDENIX PHARMACEUTICALS, INC.

2012 STOCK INCENTIVE PLAN

1. Purpose

The purpose of this 2012 Stock Incentive Plan (the “Plan”) of Idenix Pharmaceuticals, Inc. a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the “Code”) and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors of the Company (the “Board”).

2. Eligibility

All of the Company’s employees, officers, directors, consultants and advisors are eligible to be granted Awards under the Plan. Each person who is granted an Award under the Plan is deemed a “Participant.” “Award” means Options (as defined in Section 5), SARs (as defined in Section 7), Restricted Stock (as defined in Section 8), Restricted Stock Units (as defined in Section 8) and Other Stock-Based Awards (as defined in Section 9).

3. Administration and Delegation

(a) Administration by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for any action or determination relating to or under this Plan made in good faith.

(b) Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board” shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee or officers.

(c) Delegation to Officers. To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to grant Options and other Awards that constitute rights under Delaware law (subject to any limitations under the Plan) to employees or officers of the Company and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of such Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to such Awards that the officers may grant; provided further, however, that no officer shall be authorized to grant such Awards to any “executive officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act). The Board may not delegate authority under this Section 3(c) to grant Restricted Stock, unless Delaware law then permits such delegation.

(d) Awards to Non-Employee Directors. Discretionary Awards to non-employee directors may be granted and administered only by a Committee, all of the members of which are independent directors as defined by Section 5605(a)(2) of the NASDAQ Marketplace Rules.

4. Stock Available for Awards

(a) Number of Shares; Share Counting.

(1) Authorized Number of Shares. Subject to adjustment under Section 10, Awards may be made under the Plan for up to 10,000,000 shares of common stock, 0.001 par value per share, of the Company (the “Common Stock”), plus the number of shares of Common Stock (up to 529,089) previously authorized for issuance under the Company’s 2005 Stock Incentive Plan, as amended, (i) which are not subject to outstanding awards on June 7, 2012 or (ii) which again become available for the grant of future award as a result of the subsequent forfeiture, lapse or expiration of awards granted pursuant to the 2005 Stock Incentive Plan, as amended, and outstanding on June 7, 2012. Any or all Awards granted under the Plan may be in the form of Incentive Stock Options (as defined in Section 5(b)). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.

(2) Fungible Share Pool. Subject to adjustment under Section 10, any Award that is not a Full-Value Award shall be counted against the share limits specified in Section 4(a)(1) as one share for each share of Common Stock subject to such Award and any Award that is a Full-Value Award shall be counted against the share limits specified in Section 4(a)(1) as 1.26 shares for each one share of Common Stock subject to such Full-Value Award. “Full-Value Award” means any Award (other than Options or SARs) with a per share price or per unit purchase price lower than 100% of Fair Market Value (as defined below) on the date of grant. To the extent a share that was subject to an Award that counted as one share is returned to the Plan pursuant to Section

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4(a)(3), each applicable share reserve will be credited with one share. To the extent that a share that was subject to an Award that counts as 1.26 shares is returned to the Plan pursuant to Section 4(a)(3), each applicable share reserve will be credited with 1.26 shares

(3) Share Counting. For purposes of counting the number of shares available for the grant of Awards under the Plan and under the sublimits contained in Sections 4(b)(2) and 4(b)(3):

(A) all shares of Common Stock covered by SARs shall be counted against the number of shares available for the grant of Awards under the Plan and against the sublimits listed in the first clause of this Section 4(a)(3); provided, however, that if the Company grants an SAR in tandem with an Option for the same number of shares of Common Stock and provides that only one such Award may be exercised (a “Tandem SAR”), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and the expiration of one in connection with the other’s exercise will not restore shares to the Plan;

(B) if any Award (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued the unused Common Stock covered by such Award shall again be available for the grant of Awards; provided, however, that (1) in the case of Incentive Stock Options, the foregoing shall be subject to any limitations under the Code, (2) in the case of the exercise of an SAR, the number of shares counted against the shares available under the Plan and against the sublimits listed in the first clause of this Section 4(a)(3) shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR upon exercise and (3) the shares covered by a Tandem SAR shall not again become available for grant upon the expiration or termination of such Tandem SAR;

(C) shares of Common Stock delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase shares of Common Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards; and

(D) shares of Common Stock repurchased by the Company on the open market using the proceeds from the exercise of an Award shall not increase the number of shares available for future grant of Awards.

(b) Sub-limits. Subject to adjustment under Section 10, the following sub-limits on the number of shares subject to Awards shall apply:

(1) Section 162(m) Per-Participant Limit. The maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan shall be 700,000 per calendar year. For purposes of the foregoing limit, the combination of an Option in tandem with an SAR shall be treated as a single Award. The per Participant limit described in this Section 4(b)(1) shall be construed and applied consistently with Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder (“Section 162(m)”).

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(c) Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a)(1) or any sublimits contained in the Plan, except as may be required by reason of Section 422 and related provisions of the Code.

5. Stock Options

(a) General. The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.

(b) Incentive Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of the Code (an “Incentive Stock Option”) shall only be granted to employees of Idenix Pharmaceuticals, Inc., any of Idenix Pharmaceuticals, Inc.’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Stock Option shall be designated a “Nonstatutory Stock Option.” The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.

(c) Exercise Price. The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock as determined by (or in a manner approved by) the Board (“Fair Market Value”) on the date the Option is granted; provided that if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such future date.

(d) Duration of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement; provided, however, that no Option will be granted with a term in excess of 10 years.

(e) Exercise of Options. Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with payment in full (in the manner specified in Section 5(f)) of the exercise price for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

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(f) Payment Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

(1) in cash or by check, payable to the order of the Company;

(2) except as may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

(3) to the extent provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair Market Value, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;

(4) to the extent provided for in the applicable Nonstatutory Option agreement or approved by the Board in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise.

(5) to the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or

(6) by any combination of the above permitted forms of payment.

(g) Limitation on Repricing. The Company may not (except as provided for under Section 10): (1) amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Option, (2) cancel any outstanding option (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled option, (3) cancel in exchange for a cash payment any outstanding Option with an exercise price per share above the then-current Fair Market Value, other than pursuant to Section 10, or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ Stock Market (“NASDAQ”).

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6. Intentionally Omitted

7. Stock Appreciation Rights

(a) General. The Board may grant Awards consisting of stock appreciation rights (“SARs”) entitling the holder, upon exercise, to receive an amount of Common Stock determined by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock over the measurement price established pursuant to Section 7(b). The date as of which such appreciation is determined shall be the exercise date.

(b) Measurement Price. The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted; provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date.

(c) Duration of SARs. Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement; provided, however, that no SAR will be granted with a term in excess of 10 years.

(d) Exercise of SARs. SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board.

(e) Limitation on Repricing. The Company may not (except as provided for under Section 10): (1) amend any outstanding SAR granted under the Plan to provide a measurement price per share that is lower than the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current Fair Market Value, other than pursuant to Section 10, or (4) take any other action under the Plan that constitutes a “repricing” within the meaning of the rules of the NASDAQ.

8. Restricted Stock; Restricted Stock Units

(a) General. The Board may grant Awards entitling recipients to acquire shares of Common Stock (“Restricted Stock”), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests (“Restricted Stock Units”) (Restricted Stock and Restricted Stock Units are each referred to herein as a “Restricted Stock Award”).

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(b) Terms and Conditions for All Restricted Stock Awards. The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

(1) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock (“Accrued Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.

(2) Stock Certificates. The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.

(d) Additional Provisions Relating to Restricted Stock Units.

(1) Settlement. Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code.

(2) Voting Rights. A Participant shall have no voting rights with respect to any Restricted Stock Units.

(3) Dividend Equivalents. The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock (“Dividend Equivalents”). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement.

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9. Other Stock-Based Awards

(a) General. Other Awards of shares of Common Stock, and other Awards that are valued in whole or in part by reference to, or are otherwise based on, shares of Common Stock or other property, may be granted hereunder to Participants (“Other Stock-Based-Awards”). Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine.

(b) Terms and Conditions. Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto.

10. Adjustments for Changes in Common Stock and Certain Other Events

(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the share counting rules and sublimits set forth in Sections 4(a) and 4(b), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

(b) Reorganization Events.

(1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

(2) Consequences of a Reorganization Event on Awards Other than Restricted Stock.

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(A) In connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock on such terms as the Board determines (except to the extent specifically provided otherwise in an applicable Award agreement or another agreement between the Company and the Participant): (i) provide that such Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that all of the Participant’s unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to Participants with respect to each Award held by a Participant equal to (A) the number of shares of Common Stock subject to the vested portion of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 10(b)(2), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.

(B) Notwithstanding the terms of Section 10(b)(2)(A), in the case of outstanding Restricted Stock Units that are subject to Section 409A of the Code: (i) if the applicable Restricted Stock Unit agreement provides that the Restricted Stock Units shall be settled upon a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes such a “change in control event”, then no assumption or substitution shall be permitted pursuant to Section 10(b)(2)(A)(i) and the Restricted Stock Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and (ii) the Board may only undertake the actions set forth in clauses (iii), (iv) or (v) of Section 10(b)(2)(A) if the Reorganization Event constitutes a “change in control event” as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and such action is permitted or required by Section 409A of the Code; if the Reorganization Event is not a “change in control event” as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the Restricted Stock Units pursuant to clause (i) of Section 10(b)(2)(A), then the unvested Restricted Stock Units shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.

(C) For purposes of Section 10(b)(2)(A)(i), an Award (other than Restricted Stock) shall be considered assumed if, following consummation of the Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award,

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for each share of Common Stock subject to the Award immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the Award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

(3) Consequences of a Reorganization Event on Restricted Stock. Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company with respect to outstanding Restricted Stock shall inure to the benefit of the Company’s successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to such Restricted Stock; provided, however, that the Board may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, either initially or by amendment. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.

(1) Definition. A “Change in Control Event” shall mean:

(A) the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act) 50% or more of either (x) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (A), the following acquisitions shall not constitute a Change in Control Event: (1) any acquisition directly from the Company or (2) any acquisition by any corporation pursuant to a Business Combination (as defined below) which complies with clauses (x) and (y) of subsection (C) of this definition; or

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(B) a change in the composition of the Board that results in the Continuing Directors (as defined below) no longer constituting a majority of the Board (or, if applicable, the Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date a member of the Board (x) who was a member of the Board on the date of the initial adoption of the Plan by the Board or (y) who was nominated or elected subsequent to such date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose election to the Board was recommended or endorsed by at least a majority of the directors who were Continuing Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause (y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a person other than the Board; or

(C) the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless, immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person (excluding any employee benefit plan (or related trust) maintained or sponsored by the Company or by the Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or

(D) the liquidation or dissolution of the Company.

(2) Effect on Options and SARs. Except to the extent specifically provided to the contrary in the instrument evidencing any Option or SAR or any other agreement between a Participant and the Company, all Options and SARs then outstanding shall automatically become immediately exercisable in full in the instance where such Option or SAR is not assumed or substituted as set forth in Section 10(b) following a Change in Control Event where the Participant’s employment with the Company has been terminated within one year of the Change in Control Event.

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(3) Effect on Restricted Stock. Except to the extent specifically provided to the contrary in the instrument evidencing the Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then-outstanding shall automatically be deemed terminated or satisfied in the instance where such Award is not assumed or substituted as set forth in Section 10(b) following a Change in Control Event where the Participant’s employment with the Company has been terminated within one year of the Change in Control Event.

(4) Effect on Restricted Stock Units. Effective immediately prior to a Change in Control Event, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock Unit Award or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock Units then outstanding shall automatically be deemed terminated and satisfied in the instance where such Award is not assumed or substituted as set forth in Section 10(b); provided, however, that for any Restricted Stock Units that are not exempt from Section 409A of the Code, if the Change in Control Event does not also constitute a “change in control event” within in the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), then the unvested Restricted Stock Units shall terminate without any payment in exchange therefor.

(5) Effect on Other Stock-Based Awards. The Board may specify in an Award agreement at the time of grant or otherwise the effect of a Change in Control on an Other Stock-Based Award.

(6) Section 409A. The definition of Change in Control Event for purposes of the Plan is intended to conform to the description of “Change in Control Events” in Treasury Regulation Section 1.409A-3(i)(5), or in subsequent IRS guidance describing what constitutes a change in control event for purposes of Section 409A of the Code when the Award is subject to Section 409A. Accordingly, no Change in Control Event will be deemed to provide for acceleration of payment of Awards that are subject to Section 409A of the Code with respect to a transaction or event described in this Section 10(c) unless the transaction or event would constitute a “Change in Control Event” as described in Treasury Regulation section 1.409A-3(i)(5), or in subsequent IRS guidance under Section 409A of the Code.

11. General Provisions Applicable to Awards

(a) Transferability of Awards. Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant; provided, however, that, except with respect to Awards that are subject to Section 409A of the Code, the Board may permit or provide in an Award for the transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) for the registration of the sale of the Common Stock subject to such Award to such proposed transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until such time as such

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permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 11(a) shall be deemed to restrict a transfer to the Company.

(b) Documentation. Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

(c) Board Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

(d) Termination of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

(e) Withholding. The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

(f) Amendment of Award. Except as otherwise provided herein, the Board may amend, modify or terminate any outstanding Award. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under the Plan or (ii) the change is permitted under Section 10.

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(g) Conditions on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations and any applicable stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(h) Acceleration. The Board may at any time provide that any Award shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

(i) Performance Awards.

(1) Grants. Restricted Stock Awards and Other Stock-Based Awards under the Plan may be made subject to the achievement of performance goals pursuant to this Section 11(i) (“Performance Awards”). No Performance Awards shall vest prior to the first anniversary of the date of grant.

(2) Committee. Grants of Performance Awards to any Covered Employee (as defined below) intended to qualify as “performance-based compensation” under Section 162(m) (“Performance-Based Compensation”) shall be made only by a Committee (or a subcommittee of a Committee) comprised solely of two or more directors eligible to serve on a committee making Awards qualifying as “performance-based compensation” under Section 162(m). In the case of such Awards granted to Covered Employees, references to the Board or to a Committee shall be treated as referring to such Committee (or subcommittee). “Covered Employee” shall mean any person who is, or whom the Committee, in its discretion, determines may be, a “covered employee” under Section 162(m)(3) of the Code.

(3) Performance Measures. For any Award that is intended to qualify as Performance-Based Compensation, the Committee shall specify that the degree of granting, vesting and/or payout shall be subject to the achievement of one or more objective performance measures established by the Committee, which shall be based on the relative or absolute attainment of specified levels of one or any combination of the following, which may be determined pursuant to generally accepted accounting principles (“GAAP”) or on a non-GAAP basis, as determined by the Committee: product sales, net income, earnings before or after discontinued operations, interest, taxes, depreciation and/or amortization, operating profit before or after discontinued operations and/or taxes, sales, sales growth, earnings growth, cash flow or cash position, gross margins, stock price, market share, return on sales, assets, equity or investment, improvement of financial ratings; achievement of balance sheet or income statement objectives or total stockholder return, entry into an arrangement or agreement with a third party for the development, commercialization, marketing or distribution of products, services or technologies, or for conducting a research program to discover and develop a product, service or technology, and/or the achievement of milestones under such arrangement or agreement, including events that trigger an obligation or payment right; achievement of domestic and international regulatory milestones, including the submission of

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filings required to advance products, services and technologies in clinical development and the achievement of approvals by regulatory authorities relating to the commercialization of products, services and technologies; the achievement of discovery, preclinical and clinical stage scientific objectives, discoveries or inventions for products, services and technologies under research and development; the entry into or completion of a phase of clinical development for any product, service or technology, such as the entry into or completion of phase 1, 2 and/or 3 clinical trials; the consummation of debt or equity financing transactions, or acquisitions of businesses, technologies and assets; or the achievement of qualitative or quantitative performance measures set forth in operating plans approved by our board of directors from time to time. Such goals may reflect absolute entity or business unit performance or a relative comparison to the performance of a peer group of entities or other external measure of the selected performance criteria and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. The Committee may specify that such performance measures shall be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the writedown of any asset, (vi) fluctuation in foreign currency exchange rates, and (vi) charges for restructuring and rationalization programs. Such performance measures: (i) may vary by Participant and may be different for different Awards; (ii) may be particular to a Participant or the department, branch, line of business, subsidiary or other unit in which the Participant works and may cover such period as may be specified by the Committee; and (iii) shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m). Awards that are not intended to qualify as Performance-Based Compensation may be based on these or such other performance measures as the Board may determine.

(4) Adjustments. Notwithstanding any provision of the Plan, with respect to any Performance Award that is intended to qualify as Performance-Based Compensation, the Committee may adjust downwards, but not upwards, the cash or number of shares payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance measures except in the case of the death or disability of the Participant or a change in control of the Company.

(5) Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Performance Awards shall be paid to the Participant only if and when shares become free from the restrictions on transferability or forfeitability that apply to such shares.

(6) Other. The Committee shall have the power to impose such other restrictions on Performance Awards as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Performance-Based Compensation.

12. Miscellaneous

(a) No Right To Employment or Other Status. No person shall have any claim or right to be granted an Award by virtue of the adoption of the Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

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(b) No Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.

(c) Effective Date and Term of Plan. The Plan shall become effective on the date the Plan is approved by the Company’s stockholders (the “Effective Date”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.

(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that (i) to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until the Company’s stockholders approve such amendment in the manner required by Section 162(m); (ii) no amendment that would require stockholder approval under the rules of NASDAQ may be made effective unless and until the Company’s stockholders approve such amendment; and (iii) if the NASDAQ amends its corporate governance rules so that such rules no longer require stockholder approval of NASDAQ “material amendments” to equity compensation plans, then, from and after the effective date of such amendment to the NASDAQ rules, no amendment to the Plan (A) materially increasing the number of shares authorized under the Plan (other than pursuant to Section 4(c) or 10), (B) expanding the types of Awards that may be granted under the Plan, or (C) materially expanding the class of participants eligible to participate in the Plan shall be effective unless and until the Company’s stockholders approve such amendment. In addition, if at any time the approval of the Company’s stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 12(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Plan.

(e) Authorization of Sub-Plans (including for Grants to non-U.S. Employees). The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement.

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(f) Compliance with Section 409A of the Code. Except as provided in individual Award agreements initially or by amendment, if and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that section.

(g) Limitations on Liability. Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, employee or agent of the Company. The Company will indemnify and hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning the Plan unless arising out of such person’s own fraud or bad faith.

(h) Governing Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than the State of Delaware.

Approved by the Board of Directors on March 1, 2012

Approved by the Stockholders on June 7, 2012

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EX-10.2 3 d334226dex102.htm EX-10.2 EX-10.2

Exhibit 10.2

Idenix Pharmaceuticals, Inc.

Incentive Stock Option Agreement

Granted Under 2012 Stock Incentive Plan

1. Grant of Option.

This agreement evidences the grant by Idenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on , 2012 (the “Grant Date”) to [ ] (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2012 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, 0.001 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [10years-1 day] (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.

This Option will become exercisable (“vest”) ratably on a monthly basis over a period of 48 months beginning of the last day of the month in which the grant occurs and continuing thereafter on the last day of each of the next 47 successive months.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 3 hereof or the Plan.

3. Exercise of Option.

(a) Form of Exercise. Each election to exercise this option shall be in writing, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, and payment in full in the manner provided in the Plan. The Participant may purchase less than the number of shares covered hereby, provided that no partial exercise of this option may be for any fractional share or for fewer than ten whole shares.

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer of, or consultant or advisor to, the Company or any parent or subsidiary of the Company as defined in Section 424(e) or (f) of the Code (an “Eligible Participant”).

(c) Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d) and (e) below, the right to exercise this option shall terminate 180 days after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon occurrence of such violation.

(d) Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment. If the Participant is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

4. Tax Matters.

(a) Withholding. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

(b) Disqualifying Disposition. If the Participant disposes of Shares acquired upon exercise of this option within two years from the Grant Date or one year after such Shares were acquired pursuant to exercise of this option, the Participant shall notify the Company in writing of such disposition.

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5. Transfer Restrictions.

This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution, and, during the lifetime of the Participant, this option shall be exercisable only by the Participant.

6. Provisions of the Plan.

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.


Idenix Pharmaceuticals, Inc.

By:

		Name:

		Title:

- 3 -

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2012 Stock Incentive Plan.


PARTICIPANT:



Address:

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EX-10.3 4 d334226dex103.htm EX-10.3 EX-10.3

Exhibit 10.3

Idenix Pharmaceuticals, Inc.

Nonstatutory Stock Option Agreement

Granted Under 2012 Stock Incentive Plan

1. Grant of Option.

This agreement evidences the grant by Idenix Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on , 2012 (the “Grant Date”) to [ ], an [employee], [consultant], [director] of the Company (the “Participant”), of an option to purchase, in whole or in part, on the terms provided herein and in the Company’s 2012 Stock Incentive Plan (the “Plan”), a total of [ ] shares (the “Shares”) of common stock, 0.001 par value per share, of the Company (“Common Stock”) at $[ ] per Share. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on [10years-1 day] (the “Final Exercise Date”).

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2. Vesting Schedule.

3. Exercise of Option.

(b) Continuous Relationship with the Company Required. Except as otherwise provided in this Section 3, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee or officer or director of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).

(e) Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If the Participant is party to an employment, consulting or severance agreement with the Company that contains a definition of “cause” for termination of employment or other relationship, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment or other relationship shall be considered to have been terminated for “Cause” if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

4. Withholding.

No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option.

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5. Transfer Restrictions.

6. Provisions of the Plan.

This option is subject to the provisions of the Plan (including the provisions relating to amendments to the Plan), a copy of which is furnished to the Participant with this option.

IN WITNESS WHEREOF, the Company has caused this option to be executed under its corporate seal by its duly authorized officer. This option shall take effect as a sealed instrument.


Idenix Pharmaceuticals, Inc.

By:

		Name:

		Title:

- 3 -

PARTICIPANT’S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company’s 2012 Stock Incentive Plan.


PARTICIPANT:



Address:

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EX-10.4 5 d334226dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

EXECUTION VERSION

Confidential materials omitted and filed separately with the Securities and Exchange commission. Asterisks denote omissions.

TERMINATION AND REVISED RELATIONSHIP AGREEMENT

This Termination and Revised Relationship Agreement (this “Agreement”), effective as of July 31, 2012 (the “Effective Date”), is made by and among Idenix Pharmaceuticals, Inc., with offices at 60 Hampshire Street, Cambridge Massachusetts 02139, USA (“Idenix US”), Idenix (Cayman) Limited with offices c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9001, Cayman Islands (“Idenix Cayman” and together with Idenix US, “Idenix”) and Novartis Pharma AG with offices at Forum 1, Novartis Campus, 4056 Basel, Switzerland (“Novartis”). Idenix and Novartis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

BACKGROUND

A. Novartis and Idenix are parties to the Terminated Agreements (as defined below) related to the development, manufacture and commercialization of certain products for the treatment of, among other things, HBV, HCV and HIV (each as defined below);

B. Novartis and Idenix US are parties to the Amended and Restated Stockholders Agreement among Idenix US, Novartis and the stockholders identified on the signature pages thereto, dated July 27, 2004, as amended by Amendment No. 1 dated as of April 6, 2011 (the “Existing Stockholders Agreement”);

C. The Parties desire to terminate the Terminated Agreements and to amend and restate the Existing Stockholders Agreement concurrently with the execution of this Agreement (such agreement as amended and restated, the “Stockholders Agreement”);

D. In consideration for Novartis relinquishing its rights under the Terminated Agreements and certain rights under the Existing Stockholders Agreement, Idenix is willing to (i) continue Novartis’ license and other rights with respect to LdT Products, (ii) grant Novartis certain rights with respect to the development, manufacturing and commercialization of Products (as defined below) and (iii) make certain payments to Novartis, all as provided herein; and

E. Novartis desires to receive such license, rights and payments.

NOW, THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, it is agreed by and between the Parties as follows:

ARTICLE 1

DEFINITIONS

As used herein, the following terms will have the meanings set forth below:

1.1 “Accounting Standards”. Accounting Standards shall mean, with respect to Idenix, U.S. GAAP, and shall mean, with respect to Novartis, IFRS, in each case, as generally and consistently applied throughout the Party’s organization. Each Party shall promptly notify the other in the event that it changes the Accounting Standards pursuant to which its records are maintained, it being understood that each Party may only use internationally recognized accounting principles (e.g., IFRS, US GAAP, etc).

1.2 “Adjusted Net Sales”. Adjusted Net Sales shall mean for a given Calendar Quarter, on an Idenix HCV Product-by-Idenix HCV Product and country-by-country basis, the product of (i) Net Sales of such Idenix HCV Product in such country, multiplied by (ii) the applicable Adjustment Factor.

1.3 “Adjustment Factor”. Adjustment Factor shall mean for a given Calendar Quarter, on an Idenix HCV Product-by-Idenix HCV Product and country-by-country basis, the amount equal to [**], where:

[**]

The Adjustment Factor shall be determined as follows: (i) for each of the countries for which Co-Prescription data is available from the relevant Data Source (other than Brazil, Russia, India and China (the “BRIC Countries”)), the Adjustment Factor shall be based on Prescriptions and Co-Prescriptions for the applicable Idenix HCV Product in such country, reported by the Data Source; (ii) for each of Brazil, Russia, India and China, the Adjustment Factor shall be based on Prescriptions and Co-Prescriptions for the applicable Idenix HCV Product in such country, reported by the Data Source; and (iii) for any other country (a “No Data Country”), the Adjustment Factor for a given Calendar Quarter shall be equal to the weighted average of the Adjustment Factors for the countries described in the foregoing clause (i), where the components of such weighted average are calculated as follows:

[**];

provided, that, in no event shall any BRIC country be a No Data Country.

1.4 “Affiliate”. Affiliate shall mean any corporation, company, partnership, joint venture and/or firm that controls, is controlled by, or is under common control with a Party. For purposes of this definition of “Affiliate”, “control” shall mean (a) in the case of corporate entities, direct or indirect ownership of at least fifty percent (50%) of the stock or shares having the right to vote for the election of directors, and (b) in the case of non-corporate entities, direct or indirect ownership of at least fifty percent (50%) of the equity interest with the power to direct the management and policies of such non-corporate entities. The Parties acknowledge that in the case of certain entities organized under the laws of certain countries outside the United States, the maximum percentage ownership permitted by law for a foreign investor may be less than fifty percent (50%), and that in such case such lower percentage shall be substituted in the preceding sentence; provided that such foreign investor has the power to direct the management and policies of such entity.

1.5 “Alisporivir”. Alisporivir shall mean the Novartis cyclophilin inhibitor for the treatment of HCV, also known as Alisporivir and DEBIO25.

1.6 “Business Day”. Business Day shall mean a day on which banking institutions in both New York, New York and Basel, Switzerland are open for business.

1.7 “Calendar Quarter”. Calendar Quarter shall mean the respective periods of three (3) consecutive calendar months ending on March 31, June 30, September 30 and December 31 of each calendar year.

1.8 “Clinical Hold”. Clinical Hold shall mean a complete or partial clinical hold as described in the “Guidance for Industry: Submitting and Reviewing Complete Responses to Clinical Holds”, dated October 2000, revision 1, as available at http://www.fda.gov/RegulatoryInformation/Guidances/ucm127537.htm as of the Effective Date.

1.9 “CNRS”. CNRS shall mean Le Centre National de la Recherche Scientifique.

1.10 “CNRS Agreement”. CNRS Agreement shall mean the Restated and Amended Cooperative Agreement among Idenix SARL, CNRS, UM II and Novartis, dated January 1, 1999, as amended May 17, 2001, and April 11, 2002, and as amended and restated in March 2003.

1.11 “Co-Label”. Co-Label shall mean, with respect to a Novartis HCV Product and an Idenix HCV Product, (a) the right granted by applicable Regulatory Authorities to label such Novartis HCV Product stating that it can be used or administered with such Idenix HCV Product to treat patients infected with HCV, or (b) the right granted by applicable Regulatory Authorities to label such Idenix HCV Product stating that it can be used or administered with such Novartis HCV Product to treat patients infected with HCV, provided that, in each such case, Co-Label excludes Combination Therapy.

1.12 “Combination Therapy”. Combination Therapy shall mean either (a) a fixed dose product containing more than one (1) active pharmaceutical ingredient or (b) separate co-administration products packaged and sold together in combination.

1.13 “Commercialize” or “Commercialization”. Commercialize or Commercialization shall mean any and all activities directed to marketing, promoting, distributing, importing, offering for sale and/or selling a Product, which may include pre-launch market preparation, and sampling.

1.14 “Commercially Reasonable Efforts”. Commercially Reasonable Efforts shall mean, with respect to the efforts to be expended by a Party with respect to any objective, reasonable, diligent, good faith efforts to accomplish such objective as such Party would normally use to accomplish a similar objective under similar circumstances.

1.15 “Completion”. Completion, with respect to (a) a Dose Ranging Clinical Trial, shall mean the last dosing of the last patient in such Dose Ranging Clinical Trial with the relevant Idenix HCV Product or Novartis HCV Product; and (b) (i) an HCV Combination Clinical Trial, (ii) a Drug-Drug Interaction Study or (iii) POC Study, as applicable, shall mean such time as the final database for such HCV Combination Clinical Trial, Drug-Drug Interaction Study or POC Study, as applicable, is locked.

1.16 “Confidential Information”. Confidential Information shall mean all Know-How or other information, including, without limitation, proprietary information and materials (whether or not patentable) regarding a Party’s technology, products, business information or objectives, that is designated as confidential by the disclosing Party or is treated as confidential by the disclosing Party in the regular course of business.

1.17 “Control” or “Controlled”. Control or Controlled shall mean, with respect to any intellectual property right or other intangible property, the possession (whether by license (other than a license granted pursuant to this Agreement) or ownership, or by control over an Affiliate having possession by license or ownership) by a Party, of the ability to grant to the other Party access and/or a license or sublicense as provided herein without violating the terms of any agreement with any Third Party.

1.18 “Co-Prescribed”. Co-Prescribed shall mean, with respect to an Idenix HCV Product(s) that is Co-Labeled with a Novartis HCV Product(s) or a Novartis HCV Product(s) that is Co-Labeled with an Idenix HCV Product(s), that such Idenix HCV Product(s) and such Novartis HCV Product(s) are prescribed by the same doctor to the same patient at the same time (each such prescription, a “Co-Prescription”).

1.19 “Cost of Goods” or “COGs”. Cost of Goods or COGs shall mean:

1.19.1 in the case of items purchased by a Party or any of its Affiliates or licensees from Third Parties, the reasonable Out-of-Pocket Costs actually incurred by such Party or any of its Affiliates or licensees in purchasing such items and all Out-of-Pocket Costs actually incurred by such Party or any of its Affiliates or licensees in managing or overseeing the Third Party manufacture; and

1.19.2 in the case of items manufactured by a Party or its Affiliates or licensees, costs incurred by such Party or its Affiliate or licensees in the actual manufacturing of a Product, established on a regular, standard basis in accordance with generally accepted cost accounting procedures and Accounting Standards as consistently applied by such Party, its Affiliates or licensees, expressed on a per unit basis. The Parties agree that COGS pursuant to this Section 1.19.2 shall be determined pursuant to a fully transparent detailed cost calculation and agreed upon in advance by both Parties.

As used in this Section 1.19.2, COGS shall include the following elements:

(a) Costs of material used for manufacturing of the Product, including costs of raw materials, excipients, consumables, intermediates needed for the manufacturing process, costs of packaging material, labels and other printed materials (the parties will determine and agree in advance upon the material yield rate);

(b) Direct labor cost of production employees (including basic wages, labor and related payroll taxes and benefits) incurred or spent in the actual manufacturing of Product; and

(c) Overheads reasonably allocated to the manufacturing of the Product using an appropriate allocation key; provided, that the costs of underutilization or idle capacity are not to be included in the COGS and overheads shall not include general corporate activities, including, by way of example only, executive management, investor relations, business development, legal affairs, human resources and finance. For purposes of this Agreement, COGS shall not include any charges otherwise allocable to COGS under the Accounting Standards, if such charges are related to the acquisition of Idenix.

1.20 “Cover”, “Covered” or “Covering”. Cover, Covered or Covering shall mean, with respect to a Patent Right, that, in the absence of a license granted to a Person under a Valid Claim included in such Patent Right, the practice by such Person of an invention claimed in such Patent Right would infringe such Valid Claim (or, in the case of a Patent Right that is a Patent Application, would infringe a Valid Claim in such Patent Application if it were to issue as a Patent).

1.21 “Data and Safety Monitoring Board”. Data and Safety Monitoring Board shall mean an independent group of experts to be appointed by Novartis and Idenix for the purpose of monitoring patient safety and treatment efficacy data during an ongoing clinical trial. Any Data and Safety Monitoring Board shall (i) be managed jointly by Novartis and Idenix, (ii) have either four (4) or six (6) members, with half of the members being appointed by Idenix and the other half of the members being appointed by Novartis, and (iii) act by majority vote of its members.

1.22 “Data Source”. Data Source shall mean, with respect to a country, IMS Health Incorporated (or any successor) or an Affiliate thereof or another mutually agreed upon source of prescription data (such as a syndicated research provider).

1.23 “Develop” or “Development”. Develop or Development shall mean, with respect to a Product (a) preclinical and clinical drug development activities, including test method development and stability testing, toxicology, formulation, quality assurance/quality control development, statistical analysis, clinical trials and regulatory affairs, product approval and registration and (b) all other activities relating to developing the ability to Manufacture such Product, including, without limitation, bulk production, and Manufacturing process development until commencement of the Manufacture of such Product intended for commercial sale.

1.24 “Diligent Efforts”. Diligent Efforts shall mean, with respect to the efforts to be expended by a Party with respect to any objective, reasonable, diligent, good faith efforts to accomplish such objective as such Party would normally use to accomplish a similar objective under similar circumstances, it being understood and agreed that with respect to the research or Development of any Product, such efforts shall be substantially equivalent to those efforts and resources commonly used by a Party for a product owned by it or to which it has rights, which product is at a similar stage in its development or product life and is of similar market potential taking into account efficacy, safety, approved labeling, the competitiveness of alternative products in the marketplace, the patent and other proprietary position of the product, the likelihood of regulatory approval given the regulatory structure involved, the profitability of the product, alternative products and other relevant factors. Diligent Efforts shall be determined on a Product-by-Product basis, and it is anticipated that the level of effort will change over time, reflecting changes in the status of the Product involved.

1.25 “DLCA”. DLCA shall mean the Development, License and Commercialization Agreement between Idenix and Novartis dated May 8, 2003, as amended by Amendment No. 1 dated as of 30 April 2004, Amendment No. 2 dated as of 21 December 2004, Amendment No. 3 dated 27 February 2006, Amendment No. 4 dated 28 September 2007 (“Amendment No. 4 of the DLCA”), Amendment No. 5 dated January 28, 2009 and Amendment No. 6 dated April 6, 2011.

1.26 “Dose Ranging Clinical Trial”. Dose Ranging Clinical Trial shall mean, with respect to an Idenix HCV Product or Novartis HCV Product, a clinical trial in patients conducted in accordance with a protocol designed to ascertain dose ranging of such Idenix HCV Product or Novartis HCV Product.

1.27 “Drug-Drug Interaction Study”. Drug-Drug Interaction Study shall mean, with respect to an Idenix HCV Product and a Novartis HCV Product, a clinical trial to evaluate such Idenix HCV Product with such Novartis HCV Product in healthy volunteers after the Completion of a Dose Ranging Clinical Trial with respect to such Idenix HCV Product and the Completion of a Dose Ranging Clinical Trial with respect to such Novartis HCV Product.

1.28 “EMA”. EMA shall mean the European Medicines Agency or any successor agency thereto.

1.29 “Executive Officers”. Executive Officers shall mean the Chief Executive Officer of Idenix (or a senior executive officer of Idenix designated by Idenix’s Chief Executive Officer) and the Head of Partnering and Emerging Businesses of Novartis (or a senior executive officer of Novartis designated by the Head of Partnering and Emerging Businesses of Novartis, or by a senior executive officer of Novartis of similar level of responsibility).

1.30 “FDA”. FDA shall mean the United States Food and Drug Administration or any successor agency thereto.

1.31 “First Commercial Sale”. First Commercial Sale shall mean, with respect to an Idenix HCV Product in a country, the first sale of such Idenix HCV Product by Idenix or one of its Affiliates, licensees or sublicensees to a Third Party in accordance with the laws and regulations of such country on arm’s length commercial terms which are reasonably expected to be substantially similar to future terms of sale of such Idenix HCV Product to Third Parties for commercial use by patients in such country. Sales for test marketing, clinical trial purposes or compassionate or similar use shall not be considered to constitute a First Commercial Sale.

1.32 “GAAP”. GAAP shall mean generally accepted accounting principles in the United States.

1.33 “HBV”. HBV shall mean hepatitis B virus.

1.34 “HCV”. HCV shall mean hepatitis C virus.

1.35 “HCV Combination Trial Period”. HCV Combination Trial Period shall mean the period commencing on the Effective Date and ending on the seventh (7^th) anniversary of the Effective Date.

1.36 “HCV Compound”. HCV Compound shall mean any compound used or which is intended for use in the HCV Field.

1.37 “HCV Field”. HCV Field shall mean the treatment of HCV.

1.38 “HCV Product”. HCV Product shall mean a pharmaceutical product, in galenic form containing an HCV Compound.

1.39 “HIV”. HIV shall mean human immunodeficiency virus.

1.40 “Idenix HCV Compound.” Idenix HCV Compound shall mean an HCV Compound Controlled by Idenix, including IDX184.

1.41 “Idenix HCV Product”. Idenix HCV Product shall mean an HCV Product that contains an Idenix HCV Compound.

1.42 “Idenix Intellectual Property”. Idenix Intellectual Property shall mean Idenix Know-How and Idenix Patent Rights, collectively.

1.43 “Idenix Know-How”. Idenix Know-How shall mean any Know-How that (a) either (i) is Controlled by Idenix on the Effective Date or (ii) comes within Idenix’s Control during the Term, and (b) relates to the Development, Manufacture and/or Commercialization of the relevant Product[s]; provided, however, that Idenix Know-How in any event excludes Idenix’s rights in Joint Know-How.

1.44 “Idenix Patent Rights”. Idenix Patent Rights shall mean Patent Rights that (a) Cover Idenix Know-How and (b) are Controlled by Idenix; provided, however, that Idenix Patent Rights in any event excludes Idenix’s rights in Joint Patent Rights.

1.45 “IDX184”. IDX184 shall have the meaning set forth in Exhibit A.

1.46 “IFRS”. IFRS shall mean International Financial Reporting Standards, consistently applied.

1.47 “IND”. IND shall mean an Investigational New Drug Application filed with the FDA under 21 C.F.R. Part 312 or similar non-United States application or submission in any country or group of countries for permission to conduct human clinical investigations.

1.48 “Joint Intellectual Property”. Joint Intellectual Property shall mean Joint Know-How and Joint Patent Rights, collectively.

1.49 “Joint Inventions”. Joint Inventions shall mean inventions made jointly by employees, agents and consultants of Novartis or its Affiliates, on the one hand, and employees, agents and consultants of Idenix or its Affiliates, on the other hand, in connection with their collaborative activities pursuant to this Agreement or the DLCA.

1.50 “Joint Know-How”. Joint Know-How shall mean any Know-How that is or was developed or acquired jointly by employees, agents and consultants of Novartis or its Affiliates, on the one hand, and employees, agents and consultants of Idenix or its Affiliates, on the other hand, in connection with their collaborative activities pursuant to this Agreement or the DLCA, including Joint Inventions.

1.51 “Joint Patent Rights”. Joint Patent Rights shall mean Patent Rights that Cover Joint Know-How.

1.52 “Know-How”. Know-How shall mean, with respect to a Product, any information or materials, whether or not proprietary or patentable and whether stored or transmitted in oral, documentary, electronic or other form, Controlled by a Party during the Term that is necessary or useful for the Development, Commercialization or Manufacture of such Product by the other Party as expressly provided hereunder. Know-How may include, without limitation, ideas, concepts, formulas, methods, procedures, designs, compositions, plans, documents, data, inventions, discoveries, developments, works of authorship, biological materials, and any information relating to research and development plans, experiments, results, compounds, therapeutic leads, candidates and products, clinical and preclinical data, trade secrets and Manufacturing, marketing, financial, regulatory, personnel and other business information and plans, and any scientific, clinical, regulatory, marketing, financial and commercial information or data; in each case, to the extent necessary or useful for the Development, Commercialization or Manufacture of such Product.

1.53 “Law”. Law shall mean any law, statute, rule, regulation, ordinance or other pronouncement having the effect of law of any federal, national, multinational, state, provincial, county, city or other political subdivision, domestic or foreign.

1.54 “LdC”. LdC shall mean beta-L-deoxy-cytidine, as more specifically described in Exhibit B, including prodrugs (e.g., valtorcitabine), active metabolites, polymorphs, salts, hydrates, solvates, enantiomers, and/or esters having the same active moiety as beta-L-deoxy-cytidine.

1.55 “LdT”. LdT shall mean beta-L-deoxy-thymidine (also known as telbuvidine), as more specifically described in Exhibit C, including prodrugs, active metabolites, polymorphs, salts, hydrates, solvates, enantiomers, and/or esters having the same active moiety as beta-L-deoxy-thymidine.

1.56 “LdT Product”. LdT Product shall mean a product containing LdT as the sole active ingredient or as one of two or more active ingredients (other than a product containing as the sole active ingredients LdT and LdC in a fixed dose combination formulation).

1.57 “LdT Product Patent Rights”. LdT Product Patent Rights shall mean those Patent Rights identified in Exhibit Y, Z or AA to Amendment No. 4 of the DLCA where Idenix is the patent owner, co-owner or licensee, including, for the avoidance of doubt, pediatric exclusivity terms.

1.58 “Major EU Countries”. Major EU Countries shall mean the United Kingdom, France, Germany, Italy and Spain, and their respective territories and possessions.

1.59 “Manufacture” or “Manufacturing”. Manufacture or Manufacturing shall mean, with respect to a Product, any and all operations involved or relating to the manufacturing, quality control testing (including in-process, release and stability testing), releasing packaging and/or labeling, for clinical and/or commercial purposes, of, as applicable, such Product.

1.60 “Net Sales”. Net Sales shall mean, with respect to the relevant Product, the gross invoiced sales price of such Product by the relevant Party, its Affiliates, licensees and sublicensees to Third Parties, less the following deductions to the extent included in the gross invoiced sales price for such Product or otherwise directly paid or incurred by such Party, its Affiliates, licensees or sublicensees with respect to the sale of such Product, all as calculated in accordance with applicable Accounting Standards:

1.60.1 normal and customary trade and quantity discounts actually allowed and properly taken directly with respect to sales of such Product;

1.60.2 amounts repaid or credited by reason of rejections, recalls, returns, rebates and allowances;

1.60.3 chargebacks and other amounts paid on sale or dispensing of such Product;

1.60.4 retroactive price reductions that are actually allowed or granted;

1.60.5 tariffs, duties, excise, sales, value-added or other taxes (other than taxes based on income);

1.60.6 cash discounts for timely payment;

1.60.7 delayed ship order credits; and

1.60.8 discounts pursuant to patient discount programs and coupon discounts.

In the case of any sale of Products for consideration other than cash, such as barter or countertrade, Net Sales shall be calculated on the fair market value of the consideration received.

Net Sales shall only include the amounts invoiced on the first arm’s length sale to a Third Party (who is not a licensee or sublicensee) and sales between or among a Party and its Affiliates, licensees and sublicensees shall be disregarded for purposes of calculating Net Sales.

The following three paragraphs shall apply to the calculation of Net Sales:

In the event a pharmaceutical product (for purposes of this paragraph, the “Relevant Product”) comprises an Idenix HCV Compound(s) and an additional active pharmaceutical ingredient(s) sold in a country as a Combination Therapy, and both a pharmaceutical product comprising such Idenix HCV Compound(s) as the sole active ingredient(s) and a pharmaceutical product containing such additional active pharmaceutical ingredient(s) as the sole active ingredient(s) are sold separately in such country, the Net Sales for the Relevant Product in such country shall be calculated by multiplying Net Sales of such Relevant Product in such country (as would otherwise be determined in accordance with the definition of “Net Sales” as set forth in this Section 1.60 (i.e., without giving effect to this paragraph or the immediately following two paragraphs) by the fraction A/(A+B), where A is the gross invoiced sales price in such country of the pharmaceutical product comprising the Idenix

HCV Compound(s) as the sole active ingredient(s) and B is the gross invoiced sales price in such country of the pharmaceutical product comprising the additional active pharmaceutical ingredient(s) as the sole active ingredient(s).

In the event a Product (for purposes of this paragraph, the “Relevant Product”) comprises an Idenix HCV Compound(s) and an additional active pharmaceutical ingredient(s) sold in a country as a Combination Therapy, and a pharmaceutical product comprising the Idenix HCV Compound(s) as the sole active ingredient(s) is sold separately in such country, but a pharmaceutical product comprising the additional active pharmaceutical ingredient(s) as the sole active ingredient(s) is not sold separately in such country, the Net Sales for the Relevant Product in such country shall be calculated by multiplying Net Sales in such country (as would otherwise be determined in accordance with the definition of “Net Sales” in this Section 1.60 (i.e., without giving effect to this paragraph or the immediately preceding or following paragraphs) by the fraction C/D, where C is the gross invoiced sales price in such country of the Product comprising the Idenix HCV Compound(s) as the sole active ingredient(s) and D is the gross invoiced sales price in such country of the Relevant Product comprising both the Idenix HCV Compound(s) and the additional active pharmaceutical ingredient(s).

In the event a Product (for purposes of this paragraph, the “Relevant Product”) comprises an Idenix HCV Compound(s) and an additional active pharmaceutical ingredient(s) sold in a country in combination for use as Combination Therapy, and neither of the two paragraphs above applies, then Net Sales for the Relevant Product in such country shall be calculated by multiplying Net Sales in such country (as would otherwise be determined in accordance with the definition of “Net Sales” in this Section 1.60 (i.e., without giving effect to this paragraph or the immediately preceding two paragraphs) by E/(E + F), where E reflects the relative value contributed by Idenix HCV Compound and F reflects the relative value contributed by the other active pharmaceutical ingredient(s), as mutually agreed by the Parties (each Party’s agreement not to be unreasonably withheld or delayed.)

1.61 “Novartis HCV Studies Intellectual Property”. Novartis HCV Studies Intellectual Property shall mean Novartis HCV Studies Know-How and Novartis HCV Studies Patent Rights.

1.62 “Novartis HCV Studies Know-How”. Novartis HCV Studies Know-How shall mean any Know-How that (a) arises out of any (i) HCV Combination Clinical Trial, (ii) pre-clinical study under Section 4.1.1(a), (iii) Drug-Drug Interaction Study, or (iv) Dose Ranging Clinical Trial performed by Novartis pursuant to Article 5, and (b) is Controlled by Novartis.

1.63 “Novartis HCV Studies Patent Rights”. Novartis HCV Studies Patent Rights shall mean Patent Rights that (a) Cover Novartis HCV Studies Know-How and (b) are Controlled by Novartis.

1.64 “Novartis HCV Compound.” Novartis HCV Compound shall mean an HCV Compound Controlled by Novartis.

1.65 “Novartis HCV Product”. Novartis HCV Product shall mean an HCV Product that contains a Novartis HCV Compound, but not an Idenix HCV Compound.

1.66 “Out-of-Pocket Costs”. Out-of-Pocket Costs shall mean costs and expenses paid to Third Parties (or payable to Third Parties and accrued in accordance with the relevant Accounting Standards) by either Party and/or its Affiliates.

1.67 “Patent Rights”. Patent Rights shall mean patents and all substitutions, divisions, continuations, continuations-in-part, reissues, reexaminations and extensions thereof and supplemental protection certificates relating thereto, and all counterparts thereof or substantial equivalents in any country (collectively, “Patents”) and any applications for any of the foregoing (“Patent Applications”).

1.68 “Person”. Person shall mean any natural person, corporation, firm, business trust, joint venture, association, organization, company, partnership or other business entity, or any government, or any agency or political subdivisions thereof.

1.69 “Phase 2 Clinical Trial”. Phase 2 Clinical Trial shall mean a clinical trial that would satisfy the requirements of 21 CFR § 312.21(b).

1.70 “POC Study”. POC Study shall mean a [**] to [**] day clinical study of an Idenix HCV Product in patients infected with HCV.

1.71 “Prescriptions”. Prescriptions shall mean, with respect to an Idenix HCV Product in a given country during a given period, the number of prescriptions written by doctors for such Idenix HCV Product in such country during such period.

1.72 “Product”. Product shall mean, as applicable, the relevant Idenix HCV Product, the relevant Novartis HCV Product, or the relevant LdT Product; provided, however, that, for the sake of clarity, (a) with respect to payments by Idenix pursuant to Section 6.2, “Product” shall mean the relevant Idenix HCV Product; and (b) with respect to Exhibit D, “Product” shall mean the relevant LdT Product.

1.73 “Regulatory Approval”. Regulatory Approval shall mean, with respect to a Product in a country, the approval of the applicable Regulatory Authority necessary for the marketing and sale of such Product in such country.

1.74 “Regulatory Authority”. Regulatory Authority shall mean any federal, national, multinational, state, provincial or local regulatory agency, department, bureau or other governmental entity with authority over the marketing, pricing and/or sale of a pharmaceutical product in a country, including without limitation FDA in the United States and EMA in the Major EU Countries.

1.75 “Regulatory Prohibition”. Regulatory Prohibition shall mean, with respect to any Novartis HCV Compound or Novartis HCV Product, including Alisporivir, proposed to be used with any Idenix HCV Compound or Idenix HCV Product in an HCV Combination Clinical Trial or a Drug-Drug Interaction Study, (x) any prohibition imposed by a Regulatory Authority on the use of such Novartis HCV Compound or Novartis HCV Product with such Idenix HCV Compound or Idenix HCV Product, or (y) any Clinical Hold on such Novartis HCV Compound or Novartis HCV Product; provided, however, that, solely with respect to Alisporivir, Regulatory Prohibition shall exclude any such prohibition that solely prohibits the use of Alisporivir in

combination only with a pegylated interferon; i.e., Regulatory Prohibition includes, without limitation, a prohibition on the use of Alisporivir alone, a prohibition on the use of Alisporivir with any compound other than a pegylated interferon or a prohibition on the use of Alisporivir, a pegylated interferon and another compound(s) in combination.

1.76 “Stock Purchase Agreement”. Stock Purchase Agreement shall mean the Stock Purchase Agreement by and among Novartis, Idenix US and certain holders of equity securities of Idenix US, dated as of March 21, 2003.

1.77 “Subsidiary[ies]”. Subsidiary[ies] shall mean, with respect to a Person, any and all corporations, partnerships, joint ventures, associations and other entities controlled by such Person directly or indirectly through one or more intermediaries.

1.78 “Terminated Agreements”. Terminated Agreements shall mean the agreements set forth on Exhibit E.

1.79 “Third Party”. Third Party shall mean any Person other than a Party and its Affiliates.

1.80 “UAB”. UAB shall mean UAB Research Foundation.

1.81 “UM II”. UM II shall mean L’Université Montpellier II.

1.82 “Valid Claim”. Valid Claim shall mean a claim (a) of any issued, unexpired Patent that has not been revoked or held unenforceable or invalid by a decision of a court or governmental agency of competent jurisdiction from which no appeal can be taken, or with respect to which an appeal is not taken within the time allowed for appeal, and that has not been disclaimed or admitted to be invalid or unenforceable through reissue, disclaimer or otherwise, or (b) of any Patent Application that has not been cancelled, withdrawn or abandoned or been pending for more than [**] years.

1.83 Additional Terms. In addition to the foregoing, the following terms shall have the meaning defined in the corresponding Section below:


Definition		Section Defined
1974 Convention		12.1
AAA		12.6.2
Amendment No. 4 of the DLCA		1.25
Agreement		Preamble
Auditor		6.4
Breaching Party		11.2


Definition		Section Defined
BRIC Countries		1.3
Cagliari License Agreement		Exhibit F
Claimed Infringement		Exhibit D
Combination		5.1
Consents		8.1.4
Consolidated Net Sales Report		Exhibit D
Contract		8.1.3(b)
Co-Prescription		1.18
Effective Date		Preamble
Existing Stockholders Agreement		Background
Governmental Entity		8.1.4
HCV Combination Clinical Trial		5.1
Idenix		Preamble
Idenix Cayman		Preamble
Idenix Co-Owned LdT Product Patent Rights		Exhibit D
Idenix Inventions		5.6
Idenix US		Preamble
Indemnified Party		10.3.1
Indemnifying Party		10.3.1
Insolvent Party		11.3
Invalidity Claim		Exhibit D
Judgment		8.1.3(a)
Losses		10.1


Definition		Section Defined
No Data Country		1.3
Non-Breaching Party		11.2
Novartis		Preamble
Novartis Inventions		5.6
Paragraph IV Notice		Exhibit D
Party, Parties		Preamble
Patents		1.67
Patent Applications		1.67
Proposed Resolution Deadline		12.6.2(b)
Relevant Product		1.60
Severed Clause		12.3
Stockholders Agreement		Background
Sumitomo Settlement Agreement		Exhibit D
Term		11.1
Title 11		12.12
UAB Settlement Agreement		Exhibit D

1.84 Construction. In construing this Agreement, unless expressly specified otherwise:

1.84.1 references to Sections, Articles and Exhibits are to sections and articles of, and exhibits to, this Agreement;

1.84.2 the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof;

1.84.3 except where the context otherwise requires, use of any gender includes any other gender, and use of the singular includes the plural and vice versa;

1.84.4 any list or examples following the word “including” shall be interpreted without limitation to the generality of the preceding words; and

1.84.5 except where the context otherwise requires, the word “or” is used in the inclusive sense.

ARTICLE 2

TERMINATION OF TERMINATED AGREEMENTS

AND WAIVER OF RIGHTS

2.1 Termination of Terminated Agreements. Subject to Section 2.2, as of the Effective Date, (a) the Terminated Agreements set forth in Part I of Exhibit E are hereby terminated immediately and in their entirety (including those provisions stated to survive termination), (b) the Terminated Agreements shall have no further force or effect, and (c) all rights and obligations of Idenix and Novartis, and/or any of their respective Affiliates, as applicable, under the Terminated Agreements shall cease and terminate immediately.

2.2 Survival of Certain Provisions of Terminated Agreements. Notwithstanding the foregoing, (a) Sections 2(b), 2(c), 2(d), 2(e), 3(c), 3(e)(ii), 3(e)(iii), 5(a) (solely with respect to the last paragraph in such section), 5(b), 6(b), 6(c), 10, 11 and 12 of Amendment No. 4 of the DLCA shall survive termination of the DLCA with respect to the allocation of liabilities set forth therein, and Section 11.5 of the DLCA shall apply with respect to the indemnities in Sections 10 and 11 of Amendment No. 4 of the DLCA; (b) Sections 9 and 13 of Amendment No. 4 of the DLCA shall survive termination of the DLCA; and (c) those sections of the DLCA not mentioned in the foregoing but expressly referenced in this Agreement shall survive solely for the purposes of, and to the extent referenced in, this Agreement.

2.3 Third Party Agreements.

2.3.1 Novartis hereby waives its rights (a) under Section 5.1 of the Cagliari License Agreement to exercise Idenix’s right to prosecute and maintain patents and patent applications constituting part of the Intellectual Property Rights (as defined in the Cagliari License Agreement) and (b) under Section 5.2 of the Cagliari License Agreement to exercise Idenix’s right to institute an action against a third party for infringement of the Intellectual Property Rights (as defined in the Cagliari License Agreement). Idenix may notify its counterparty of such waiver.

2.3.2 The Parties acknowledge that, to the extent such rights remain in effect, Novartis retains its rights under the CNRS Agreement as set forth in (a) Articles 7 and 12 of the CNRS Agreement and (b) Articles 1, 2 and 3 and Section 4.3 of Annex 3 of the CNRS Agreement; provided, that Novartis hereby waives its rights under the CNRS Agreement to prosecute and enforce Patent Rights that are unrelated to LdT Products. Idenix may notify its counterparties of such waiver.

2.3.3 Idenix shall have the right to amend the agreements listed in Exhibit F, provided that such amendments do not adversely effect the rights granted to Novartis hereunder.

2.4 Novartis Pharmaceuticals Corporation Agreements. The Parties acknowledge that the agreements listed in Part II of Exhibit E were terminated prior to the Effective Date.

ARTICLE 3

LDT PRODUCTS

3.1 License for LdT Products. Subject to the terms and conditions of this Agreement, Idenix hereby grants Novartis the license and rights set forth in Exhibit D with respect to LdT Products. Novartis and Idenix shall comply with the obligations set forth in Exhibit D.

3.2 Payments and Reports. In consideration of the rights granted to Novartis with respect to LdT Products, Novartis shall pay to Idenix the payments set forth in Exhibit D and provide the reports set forth in Exhibit D, in each case, at the times and in accordance with the terms and conditions set forth therein.

ARTICLE 4

HCV PRODUCT LICENSE GRANTS

4.1 Licenses to Novartis. Subject to the terms and conditions of this Agreement, Idenix hereby grants to Novartis:

4.1.1 during the HCV Combination Trial Period, a royalty-free and fully-paid up, non-exclusive, sublicenseable (only to Novartis’ Affiliates and to Third Party subcontractors of Novartis or its Affiliates solely to the extent such subcontractors are performing the relevant activities on behalf of Novartis or its Affiliates), worldwide right and license, under Idenix’s rights in the Idenix Intellectual Property and in the Joint Intellectual Property, to use the Idenix HCV Products in the HCV Field for the purpose of conducting (a) pre-clinical studies with respect to any Idenix HCV Product for the sole purpose of conducting Dose Ranging Clinical Trials, HCV Combination Clinical Trials and Drug-Drug Interaction Studies and (b) Dose Ranging Clinical Trials, HCV Combination Clinical Trials and Drug-Drug Interaction Studies, each of (a) and (b) in accordance with ARTICLE 5; and

4.1.2 subject to Novartis’ receiving Regulatory Approval for the relevant Novartis HCV Product that was the subject of an HCV Combination Clinical Trial conducted in accordance with ARTICLE 5, a non-exclusive, royalty-bearing (in accordance with Section 6.2.2), sublicenseable worldwide right and license, under Idenix’s rights in the Idenix Intellectual Property and in the Joint Intellectual Property, to Co-Label (including, for the avoidance of doubt, the right to market and promote) such Novartis HCV Product for use with the relevant Idenix HCV Product that was the subject of such HCV Combination Clinical Trial for the treatment of HCV. Such license to Co-Label shall be sublicenseable only to Novartis’ Affiliates and to Third Party subcontractors of Novartis or its Affiliates solely to the extent such subcontractors are performing the relevant activities on behalf of Novartis or its Affiliates. For the avoidance of doubt, nothing in this Section 4.1.2 shall restrict the right of Novartis and its Affiliates to Manufacture, Develop or Commercialize, or to grant licenses (with the further right to grant sublicenses) under any Know-How, Patent Rights or other intellectual property rights Controlled by Novartis to Manufacture, Develop or Commercialize, any Novartis HCV Product which is Co-Labeled with an Idenix HCV Product.

For the avoidance of doubt, (a) nothing in this Agreement shall be deemed to grant Novartis the right to Develop, Manufacture or Commercialize (except as expressly provided in Sections 4.1.1 and 4.1.2 and ARTICLE 5) any Idenix HCV Product or to incorporate any Idenix compound into any pharmaceutical product; (b) Novartis’ rights under Section 4.1.1 shall expire upon the expiration of the HCV Combination Trial Period, except with respect to those HCV Combination Clinical Trials commenced (i.e., first patient dosed) in accordance with this Agreement prior to the expiration of the HCV Combination Trial Period, which rights shall expire following the Completion of the relevant HCV Combination Clinical Trials; and (c) Novartis’ rights under Section 4.1.2 shall only apply with respect to Co-Labeling of Products for which an HCV Combination Clinical Trial was commenced prior to the expiration of the HCV Combination Trial Period.

4.2 Sublicenses. Each Party shall be jointly and severally responsible with each of its licensees or sublicensees and Affiliates for failure by such licensee, sublicensee or Affiliate to comply with, and such Party guarantees to the other Party the compliance by each of its licensees, sublicensees and Affiliates with, all relevant restrictions, limitations and obligations in this Agreement.

4.3 License to Idenix. Subject to the terms and conditions of this Agreement, Novartis hereby grants to Idenix, a perpetual, royalty free, fully paid up, worldwide, irrevocable (except as provided in Section 11.5.1(b)), sublicenseable, non-exclusive license under the Novartis HCV Studies Intellectual Property, to research, Develop, Manufacture and Commercialize Idenix HCV Products. For the avoidance of doubt, nothing in this Agreement shall be deemed to grant Idenix the right to research, Develop, Manufacture or Commercialize any Novartis HCV Product or to incorporate any Novartis compound into any pharmaceutical product. Novartis shall promptly disclose to Idenix all material Novartis HCV Studies Know-How which are subject to the foregoing license.

4.4 Survival of Licenses. Upon the expiration of Novartis’ payment obligations under Section 6.2 with respect to each Idenix HCV Product in each country, the licenses granted to Novartis pursuant to Section 4.1.2 shall be perpetual and fully paid-up with respect to such Idenix HCV Product in such country.

4.5 No Other Rights; No Implied Licenses. Only the licenses granted or retained pursuant to the express terms of this Agreement shall be of any legal force or effect. No other license rights shall be created by implication, estoppel or otherwise. Without limiting the foregoing, except for the rights expressly set forth in this Agreement, neither Party shall have any rights to any compounds or products owned or controlled by the other Party or its Affiliates or under any Know-How, Patent Rights or other intellectual property rights, in each case to the extent owned or controlled by the other Party or its Affiliates. Notwithstanding anything to the contrary herein, Novartis will have no rights to or under any Know-How, Patent Rights or other intellectual property rights of any acquirer of Idenix, or any Affiliate of such acquirer, except for the licenses and rights expressly granted to Novartis under this Agreement with respect to (a) any Idenix HCV Compound Controlled by Idenix prior to the closing of such acquisition of Idenix; (b) any Idenix HCV Product that contains an Idenix HCV Compound described in clause (a); (c) any Idenix Know-How which is Controlled by Idenix prior to the closing of such acquisition of Idenix that relates to the Development, Manufacture and/or Commercialization of an Idenix

HCV Product described in clause (b); and (d) any Idenix Patent Right that Covers the Idenix Know-How described in clause (c). The foregoing shall not limit a Party’s rights with respect to Joint Intellectual Property, except as expressly set forth in this Agreement.

ARTICLE 5

CLINICAL TRIALS

5.1 Right to Conduct Trials. In furtherance of the licenses granted pursuant to ARTICLE IV, during the HCV Combination Trial Period Novartis shall have the right, in accordance with the procedures in this ARTICLE 5, to elect to conduct clinical trials in which a patient infected with HCV is treated with a Novartis HCV Product and an Idenix HCV Product (whether with or without one or more additional compounds or pharmaceutical products) where, if such trials were successfully completed, such Novartis HCV Product could be Co-Labeled with such Idenix HCV Product (each such clinical trial, an “HCV Combination Clinical Trial”, and such activities a “Combination”), including, for the avoidance of doubt, any and all clinical trials necessary or advisable to seek Regulatory Approvals for the applicable Novartis HCV Product. In no event may Novartis use an Idenix HCV Product, nor conduct an HCV Combination Clinical Trial, to have lifted, or attempt to have lifted, a Clinical Hold from a Novartis HCV Product or Novartis HCV Compound or to change a full Clinical Hold to a partial Clinical Hold for a Novartis HCV Product or Novartis HCV Compound.

5.2 Dose Ranging Clinical Trials; Drug-Drug Interaction Studies; Development Plans.

5.2.1 During the HCV Combination Trial Period, Idenix shall promptly provide written notice to Novartis following Completion of a POC Study with respect to any Idenix HCV Product, which notice shall include a statement as to whether Idenix, in good faith, is evaluating the continued Development of the applicable Idenix HCV Product. In addition, Idenix shall promptly provide written notice to Novartis following commencement of the first Phase 2 Clinical Trial after the Completion of a POC Study with respect to any Idenix HCV Product, which notice shall include a statement as to whether or not such Phase 2 Clinical Trial is, or includes a component which is, a Dose Ranging Clinical Trial for such Idenix HCV Product. Idenix shall also respond to reasonable requests by Novartis from time to time with an update as to the Development status of any Idenix HCV Product.

(a) Within [**] days after the Completion of a Dose Ranging Clinical Trial conducted by Idenix or any Affiliate of Idenix on any Idenix HCV Product, Idenix shall provide to Novartis a copy of the relevant data and results generated from such Dose Ranging Clinical Trial with respect to the Idenix HCV Product that was the subject of such Dose Ranging Clinical Trial and the maximum safe and tolerable dosage and maximum safe and tolerable treatment duration of such Idenix HCV Product.

(b) If, (i) such first Phase 2 Clinical Trial after the Completion of a POC Study with respect to such Idenix HCV Product is not, and does not include a component which is, a Dose Ranging Clinical Trial of such Idenix HCV Product, or (ii) following Completion of such POC Study, Idenix fails to use Diligent Efforts with respect to Development or Commercialization of the applicable Idenix HCV Product for

[**] consecutive months at any time after the Completion of the POC Study, then, in each such case (i.e., (i) or (ii)), Novartis may elect to conduct a Dose Ranging Clinical Trial of such Idenix HCV Product, in which case Novartis shall provide Idenix with a reasonably detailed development plan with respect to such Dose Ranging Clinical Trial to be conducted by Novartis and Novartis shall be solely responsible for such activities and all costs and expenses associated therewith.

5.2.2 If Novartis is interested in conducting a Drug-Drug Interaction Study with a Novartis HCV Product and an Idenix HCV Product, Novartis shall provide Idenix with a reasonably detailed development plan with respect to the Drug-Drug Interaction Study(ies) to be conducted by Novartis.

5.2.3 If Novartis is interested in conducting an HCV Combination Clinical Trial(s) with a Novartis HCV Product and an Idenix HCV Product to treat patients infected with HCV, Novartis shall provide Idenix with a reasonably detailed development plan with respect to the HCV Combination Clinical Trial(s) to be conducted by Novartis.

5.2.4 Neither Party may conduct a Drug-Drug Interaction Study with a Novartis HCV Compound or Novartis HCV Product which is subject to a Regulatory Prohibition.

5.2.5 In the event that Idenix delivers written notice to Novartis of its intention to abandon Development of an Idenix HCV Product, Novartis shall have a period of [**] months following receipt of such notice to provide Idenix with a reasonably detailed development plan with respect to a Dose Ranging Clinical Trial, Drug-Drug Interaction Study and/or HCV Combination Clinical Trial(s) which Novartis intends to conduct, and if Novartis fails to do so it will no longer have the right to conduct Dose Ranging Clinical Trials, Drug-Drug Interaction Studies or HCV Combination Clinical Trials using such Idenix HCV Product.

5.2.6 Novartis shall deliver any development plan required to be delivered by Novartis pursuant to this Section 5.2 at least [**] days before the earlier of the commencement, or the anticipated commencement, of the relevant Dose Ranging Clinical Trial, Drug-Drug Interaction Study or HCV Combination Clinical Trial. Idenix shall have the right to review and comment on any development plan delivered by Novartis pursuant to this Section 5.2, and Novartis shall consider in good faith any such comments received within [**] days after receipt of such development plan by Idenix and prior to commencing any HCV Combination Clinical Trial(s), Drug-Drug Interaction Study or Dose Ranging Clinical Trial.

5.2.7 In no event shall a Party dose subjects in a Drug-Drug Interaction Study or an HCV Combination Clinical Trial with a dose of the relevant Idenix HCV Product that is greater than the maximum safe and tolerable dose for such Idenix HCV Product determined through the Dose Ranging Clinical Trial conducted in accordance with Section 5.2.1 or with such Idenix HCV Product for a duration that is longer than the maximum safe and tolerable treatment duration determined through the Dose Ranging Clinical Trial conducted in accordance with Section 5.2.1. The Parties agree and acknowledge that the Dose Ranging Clinical Trial for IDX184 was conducted prior to the Effective Date, and therefore no Dose Ranging Clinical Trial for IDX184 need be conducted in accordance with Section 5.2.1 of this Agreement, and that the maximum safe and tolerable dose for IDX184 is [**] and the maximum safe and tolerable treatment duration for IDX184 is [**].

5.3 Conduct of Clinical Trials.

5.3.1 Novartis may conduct the activities set forth in any development plan with respect to a Dose Ranging Clinical Trial, a Drug-Drug Interaction Study or an HCV Combination Clinical Trial involving an Idenix HCV Product described in Section 5.2 (and any ancillary activities reasonably related thereto), and Novartis shall be solely responsible for such activities and all costs and expenses associated therewith; provided, that (a) if permitted by applicable Law, at Novartis’ election, a separate IND may be filed by Novartis to conduct such study(ies) or if not so permitted or Novartis does not so elect, Novartis shall be entitled to rely on and reference any IND held by Idenix or its Affiliates with respect to the applicable Idenix HCV Product and only for the purposes of conducting the relevant study(ies); (b) without limiting the foregoing clause (a), Idenix hereby grants Novartis a right of reference to its regulatory filings made in connection with the applicable Idenix HCV Product, solely for purposes of Novartis’ regulatory filings in connection with such study(ies) and the Development, Manufacture and/or Commercialization of any Novartis HCV Product which is the subject of such study(ies), and Idenix agrees to use Commercially Reasonable Efforts to assist Novartis, at Novartis’ reasonable request and expense, with respect to such regulatory filings; (c) Idenix, at its sole expense, shall provide Novartis with analytical support in any Drug-Drug Interaction Study(ies) of the relevant Idenix HCV Product with the relevant Novartis HCV Product; (d) Idenix shall provide Novartis with copies of the investigator brochure for such Idenix HCV Product; (e) Idenix shall promptly, on request, provide Novartis with copies of all correspondence with Regulatory Authorities (other than (i) commercially sensitive information, (ii) trade secrets and (iii) other information which is not applicable or relevant to the use of the relevant Idenix HCV Product) relating to such Idenix HCV Product; (f) Idenix shall promptly, upon request, provide Novartis with relevant data from prior clinical trials involving the relevant Idenix HCV Product (other than (i) commercially sensitive information, (ii) trade secrets and (iii) other information which is not applicable or relevant to the use of such Idenix HCV Product), including reports sent to any data and safety monitoring board; (g) Idenix shall otherwise use Commercially Reasonable Efforts to assist Novartis, at Novartis’ reasonable request and expense, with respect to such study(ies); and (h) Novartis shall promptly (within no more than [**] days) after the completion of each material activity set forth in the applicable development plan or the completion of any pre-clinical study conducted under Section 4.1.1, share with Idenix the material results of such activity or study.

5.3.2 Notwithstanding anything herein to the contrary, in the event that any pre-clinical study(ies), Dose Ranging Clinical Trials or Drug-Drug Interaction Study conducted by Novartis pursuant to Section 4.1.1 above or any HCV Combination Clinical Trial(s) produces unexpected negative results, Novartis shall share such results with Idenix immediately.

5.3.3 Neither Party may make any submission of any clinical data of the other Party to any Regulatory Authority, any data and safety monitoring board or any clinical investigators, without, to the extent possible, providing prior notice of such submission to the other Party and offering to include such other Party in the relevant interactions with such Regulatory Authority, data and safety monitoring board or clinical investigator, and each Party shall be responsible for any submissions of its clinical data as may be required by applicable law.

5.4 Limitations on HCV Combination Clinical Trials.

5.4.1 With Respect to Alisporivir. Novartis shall not conduct any HCV Combination Clinical Trial with Alisporivir and any Idenix HCV Product unless (a) no Regulatory Authority has imposed a Regulatory Prohibition on the use of Alisporivir; (b) a Dose-Ranging Clinical Trial has been conducted and Completed with Alisporivir; (c) a Drug-Drug Interaction Study has been conducted and Completed with Alisporivir and the relevant Idenix HCV Product and data has been shared between the Parties with respect to such study (and no such Drug-Drug Interaction Study shall be conducted until a Dose-Ranging Clinical Trial has been Completed with Alisporivir and a Dose-Ranging Clinical Trial has been Completed with the relevant Idenix HCV Product); (d) the latest investigator brochure for Alisporivir has been provided to Idenix at least [**] days prior to the commencement of such HCV Combination Clinical Trial; (e) all correspondence with Regulatory Authorities (other than (i) commercially sensitive information, (ii) trade secrets and (iii) other information which is not applicable or relevant to the use of Alisporivir) relating to Alisporivir have been provided to Idenix at least [**] days prior to the commencement of such HCV Combination Clinical Trial; (f) relevant data from prior clinical trials involving Alisporivir have been provided to Idenix (other than (i) commercially sensitive information, (ii) trade secrets and (iii) other information which is not applicable or relevant to the use of Alisporivir), including reports sent to independent data and safety monitoring board(s) at least [**] days prior to the commencement of such HCV Combination Clinical Trial; and (g) either (i) Idenix’s chief medical officer and Novartis’ global program head for hepatitis (or the successor role) agree that each of Alisporivir and the relevant Idenix HCV Product has a safety profile which allows initiation of such HCV Combination Trial or (ii) if such mutual agreement cannot be reached, a Data and Safety Monitoring Board shall determine, by a majority vote, that each of Alisporivir and the relevant Idenix HCV Product has a safety profile which would allow initiation of such HCV Combination Trial. With respect to subclause (c) above, the Drug-Drug Interaction Study may be conducted by either Party, with the results of such study to be shared with the other Party within [**] days following the Completion of such study. The other Party may review and comment on data which is shared with such Party in respect of such Drug-Drug Interaction Study, including with respect to acceptable dosing regimens for such combination, but the Party conducting such Drug-Drug Interaction Study will have the right in its sole discretion to make any relevant determinations in respect of such clinical study (subject to Section 5.2 and the last sentence of Section 5.1). The expenses of such clinical study shall be borne by the Party which conducts such clinical study.

5.4.2 With Respect to Other Novartis HCV Products and Compounds. With respect to all other Novartis HCV Products or Novartis HCV Compounds other than Alisporivir, Novartis shall not conduct any HCV Combination Clinical Trial with such Novartis HCV Product or Novartis HCV Compound and any Idenix HCV Product unless (a) no Regulatory Authority has imposed a Regulatory Prohibition on the use of such Novartis HCV Product or Novartis HCV Compound; (b) a Dose-Ranging Clinical Trial has been conducted and Completed with such Novartis HCV Product or Novartis HCV Compound; (c) a Drug-Drug Interaction Study has been conducted and Completed with such Novartis HCV Product or Novartis HCV Compound and the relevant Idenix HCV Product and data has been shared between the Parties with respect to such study (and no such Drug-Drug Interaction Study shall be conducted until a Dose-Ranging Clinical Trial has been Completed with such Novartis HCV Product or Novartis HCV Compound and a Dose-Ranging Clinical Trial has been Completed with the relevant Idenix

HCV Product); (d) the latest investigator brochure for such Novartis HCV Product or Novartis HCV Compound has been provided to Idenix at least [**] days prior to the commencement of such HCV Combination Clinical Trial; (e) all correspondence with Regulatory Authorities (other than (i) commercially sensitive information, (ii) trade secrets and (iii) other information which is not applicable or relevant to the use of such Novartis HCV Product or Novartis HCV Compound) relating to such Novartis HCV Product or Novartis HCV Compound have been provided to Idenix at least [**] days prior to the commencement of such HCV Combination Clinical Trial; and (f) relevant data from prior clinical trials involving such Novartis HCV Product or Novartis HCV Compound have been provided to Idenix (other than (i) commercially sensitive information, (ii) trade secrets and (iii) other information which is not applicable or relevant to the use of such Novartis HCV Product or Novartis HCV Compound), including reports sent to independent data and safety monitoring board(s) at least [**] days prior to the commencement of such HCV Combination Clinical Trial. With respect to subclause (c) above, the Drug-Drug Interaction Study may be conducted by either Party, with the results of such study to be shared with the other Party within [**] days following the Completion of such study. The other Party may review and comment on data which is shared with such Party in respect of such Drug-Drug Interaction Study, including with respect to acceptable dosing regimens for such combination, but the Party conducting such Drug-Drug Interaction Study will have the right in its sole discretion to make any relevant determinations in respect of such clinical study (subject to Section 5.2 and the last sentence of Section 5.1). The expenses of such clinical study shall be borne by the Party which conducts such clinical study.

5.5 Agreements.

5.5.1 Supply and Quality Agreements. At Novartis’ request in connection with any Dose Ranging Clinical Trial, Drug-Drug Interaction Study, HCV Combination Clinical Trial or any other activities that are contemplated by this ARTICLE V to be conducted by Novartis, the Parties shall, in good faith, use Commercially Reasonable Efforts to negotiate and enter into a supply agreement and, if necessary, a quality agreement pursuant to which Idenix will supply reasonable quantities of the applicable Idenix HCV Product to Novartis to perform HCV Combination Clinical Trials, at a price equal to [**] percent ([**]%) of COGs for such Idenix HCV Product, on the terms and conditions set forth in the Term Sheet attached hereto as Exhibit G.

5.5.2 Pharmacovigilance Agreement. Prior to the commencement of the first HCV Combination Clinical Trial, the first Drug-Drug Interaction Study conducted by either Party, or the first Dose Ranging Clinical Trial conducted by Novartis on an Idenix HCV Product, hereunder, the Parties shall, in good faith, use Commercially Reasonable Efforts to negotiate and enter into a pharmacovigilance agreement pursuant to which the Parties shall share all safety data with respect to the applicable Novartis HCV Product and Idenix HCV Product, which either Party may use to comply with any regulatory obligation.

5.5.3 Development, Manufacturing and Commercialization Agreement. Following Novartis’ receipt, and Novartis’ provision to Idenix, of end of treatment data from at least one HCV Combination Clinical Trial with respect to an Idenix HCV Product and a Novartis HCV Product, if Novartis requests in writing, the Parties shall, in good faith negotiate a development, manufacturing and commercialization agreement under which Idenix would grant

Novartis the right to develop, manufacture and commercialize such Idenix HCV Product and such Novartis HCV Product as a Combination Therapy consisting of such Idenix HCV Product (or a compound therein) and such Novartis HCV Product (or a compound therein); provided, however, that neither Party shall have an obligation to negotiate such an agreement for more than one hundred eighty (180) days after Idenix’s receipt of Novartis notice requesting such a negotiation.

5.6 Intellectual Property Ownership. Ownership of all inventions, know-how, Patent Rights and any other intellectual property arising from a pre-clinical study under Section 4.1.1(a), Dose Ranging Clinical Trial, HCV Combination Clinical Trial or Drug-Drug Interaction Study conducted hereunder shall be based on inventorship, as determined in accordance with the rules of inventorship under United States patent laws. Specifically: (i) inventions invented solely by or on behalf of a Party shall be owned solely by such Party; and (ii) inventions invented jointly by or on behalf of the Parties shall be owned jointly by the Parties, with each Party owning an undivided half interest, without a duty of accounting or an obligation to seek consent from the other Party for the exploitation or license thereof (subject to the licenses granted in this Agreement). Notwithstanding the foregoing, the Parties hereby agree that any inventions, know-how, Patent Rights and any other intellectual property arising from a pre-clinical study under Section 4.1.1(a), Dose Ranging Clinical Trial, HCV Combination Clinical Trial or Drug-Drug Interaction Study conducted by or on behalf of a Party or its Affiliates hereunder: (a) that are primarily related to a Novartis HCV Product (the “Novartis Inventions”) shall be owned solely by Novartis and (b) that are primarily related to an Idenix HCV Product (the “Idenix Inventions”) shall be owned solely by Idenix. Idenix, on behalf of itself and its Affiliates, hereby assigns all of its rights title and interest in the Novartis Inventions to Novartis. Novartis, on behalf of itself and its Affiliates, hereby assigns all of its rights, title and interest in the Idenix Inventions to Idenix. Each Party shall sign or use Commercially Reasonable Efforts to have signed all legal documents necessary to perfect such assignments.

5.7 Dispute Resolution. In the event of any dispute with respect to any clinical or medical matters covered by this Article V, the Parties shall negotiate in good faith to seek to resolve such dispute. If such dispute is not resolved within [**] days following the initiation of such good faith discussions, either Party may elect to have the dispute submitted to a Data and Safety Monitoring Board for resolution and neither Party shall take action with respect to the disputed matter until such dispute is resolved by such Data and Safety Monitoring Board. The Parties shall establish the Data and Safety Monitoring Board promptly after the first such dispute arises.

5.8 Licenses Granted by Idenix. The granting of a license under any relevant Idenix Intellectual Property by Idenix or its Affiliates shall not reduce Idenix’s obligations set forth in this Article V.

ARTICLE 6

PAYMENT TERMS

6.1 Intentionally Omitted.

6.2 Payments by Idenix.

6.2.1 Patent Royalties. In consideration of the release by Novartis of its rights, licenses and options under the Terminated Agreements and the amendment by Novartis of the Existing Stockholders Agreement, Idenix shall pay Novartis the following payments if, at the time of sale of such Idenix HCV Product (on a country-by-country basis), such Idenix HCV Product is Covered by a Valid Claim of any Idenix Patent Right in such country (which payments shall be subject to offsetting payments by Novartis to Idenix in consideration of the rights granted by Idenix to Novartis to conduct HCV Combination Clinical Trials, which offsetting payments are incorporated in this Section 6.2.1 through the determination of Adjusted Net Sales and the methodology for calculating payments by Idenix to Novartis):

(a) subject to clause (b), [**]% of Adjusted Net Sales of any Idenix HCV Product containing IDX184, whether such Idenix HCV Product has IDX184 as its sole active ingredient or is a Combination Therapy containing IDX184 along with any other active ingredient(s) which are not Controlled by Idenix or any of its Affiliates;

(b) [**]% of Adjusted Net Sales of any Idenix HCV Product which is a Combination Therapy containing two or more Idenix HCV Compounds (including, if applicable, IDX184); and

(c) subject to clause (b), [**]% of Adjusted Net Sales of any Idenix HCV Product containing an Idenix HCV Compound other than IDX184, whether such Idenix HCV Product has such Idenix HCV Compound as its sole active ingredient or is a Combination Therapy containing such Idenix HCV Compound along with any other active ingredient(s) which are not Controlled by Idenix or any of its Affiliates.

6.2.2 Know-How Royalties. In consideration of the release by Novartis of its rights, licenses and options under the Terminated Agreements and the amendment by Novartis of the Existing Stockholders Agreement, Idenix shall pay Novartis the following payments for sales made within ten (10) years after First Commercial Sale (on a country-by-country basis) of such Idenix HCV Product if, at the time of such sale in such country, such Idenix HCV Product is not Covered by a Valid Claim of any Idenix Patent Right in such country (which payments shall be subject to offsetting payments by Novartis to Idenix in consideration of the rights granted by Idenix to Novartis to conduct HCV Combination Clinical Trials, which offsetting payments are incorporated in this Section 6.2.2 through the determination of Adjusted Net Sales and the methodology for calculating payments by Idenix to Novartis):

(b) [**]% of Adjusted Net Sales of any Idenix HCV Product which is a Combination Therapy containing two or more Idenix HCV Compounds (including, if applicable, IDX184); and

Examples of the calculations of the payments to be made pursuant to the provisions of this Section 6.2 are set forth in Exhibit H.

6.3 Reporting of Net Sales.

6.3.1 Reporting by Idenix. During any period while royalties are due under Section 6.2, Idenix shall provide to Novartis quarterly reports detailing its Net Sales (and adjustments thereto) with respect to each Idenix HCV Product with respect to which royalties are due in accordance with Section 6.2, on a country-by-country basis. Such reports shall be due within [**] days after the end of the relevant Calendar Quarter. Royalties shall be paid by Idenix no later than [**] days after the end of the relevant Calendar Quarter. The format for such reports shall be mutually agreed by the Parties in good faith; provided, that such reports shall include, at a minimum, both Net Sales and gross sales on a country-by-country and Idenix HCV Product-by-Idenix HCV Product basis, in the applicable local currency(ies) for such sales and in United States Dollars and the calculation of royalties with respect thereto.

6.3.2 Tracking and Reporting of Prescriptions for Co-Labeled Products. Idenix shall be responsible for tracking Prescriptions and Co-Prescriptions of Idenix HCV Products Co-Labeled and Co-Prescribed with Novartis HCV Products or Idenix HCV Products (based on data provided by the relevant Data Sources) with respect to which royalties are due in accordance with Section 6.2, on a country-by-country basis. During any period while royalties are due under Section 6.2, Idenix shall provide to Novartis quarterly reports detailing sales of each Idenix HCV Product with respect to which royalties are due in accordance with Section 6.2, on a country-by-country basis, including all relevant Prescription and Co-Prescription data based upon which such royalties are calculated. Such reports shall be due within [**] days after the end of the relevant Calendar Quarter. The format for such reports shall be mutually agreed by the Parties in good faith. Idenix shall bear all the Out-of-Pocket Costs borne by it for the tracking and reporting described in this Section 6.3.2.

6.4 Audits. Each Party shall keep, and shall cause its Affiliates, licensees and sublicensees to keep, complete and accurate records of the underlying Net Sales data relating to the reports and payments required by Section 6.2 or Exhibit D (including any Prescription or Co-Prescription Data collected by Idenix pursuant to Section 6.3.2). Each Party will [**] have the right to have an internationally-recognized independent, certified public accountant, selected by such Party and reasonably acceptable to the other Party (the “Auditor”), review any such records of the other Party, its Affiliates, licensees and sublicensees in the location[s] where such records are maintained by the other Party, its Affiliates, licensees and sublicensees upon reasonable

notice and during regular business hours and under obligations of confidence, for the sole purpose of verifying the basis and accuracy of payments made under Section 6.2 or Exhibit D within the prior [**] month period. Before beginning its audit, the Auditor shall execute an undertaking reasonably acceptable to the audited Party by which the Auditor agrees to keep confidential all information reviewed during the audit. The Auditor shall have the right to disclose to the auditing Party only its conclusions regarding any payments owed under this Agreement. If the review of such records reveals that the audited Party has failed to accurately report information pursuant to Section 6.3 with respect to Adjusted Net Sales described in Section 6.2, or pursuant to Exhibit D with respect to payments pursuant to Exhibit D, then the audited Party shall promptly pay to the auditing Party any resulting amounts due under Section 6.2 or Exhibit D, together with interest calculated in the manner provided in Section 6.9. The auditing Party shall be responsible for the costs of any such review; provided, however, that if the audited Party’s under-reporting results in an under-payment and any such under-payment is greater than [**] percent ([**]%) of the amounts actually due for the reviewed period under Section 6.2 or Exhibit D, as applicable, the audited Party shall pay all of the costs of such review.

6.5 Tax Matters. The Parties shall use all reasonable and legal efforts to reduce or optimize tax withholding, to the extent permitted by applicable Law, on payments made pursuant to this Agreement. Each Party agrees to cooperate in good faith to provide the other Party with such documents and certifications as are reasonably necessary to enable such other Party to minimize any withholding tax obligations and/or liabilities. The Parties will reasonably cooperate in providing one another with documentation of the payment of any withholding taxes paid pursuant to this Section 6.5 and in completing and filing documents required under the provisions of any applicable tax laws or under any other applicable Law in connection with the making of any required tax payment or withholding payment, or in connection with any claim to a refund of or credit for any such payment.

6.6 United States Dollars. All dollar ($) amounts specified in this Agreement are United States Dollar amounts. All payments shall be made in United States Dollars.

6.7 Currency Exchange. With respect to Net Sales invoiced and/or expense incurred, all amounts shall be expressed in United States Dollars. When conversion of payments from any foreign currency is required to be undertaken by Novartis, the United States Dollar equivalent shall be calculated using Novartis’ then-current standard exchange rate methodology as applied in its external reporting. When conversion of payments from any foreign currency is required to be undertaken by Idenix, the United States Dollar equivalent shall be calculated using Idenix’s then-current standard exchange rate methodology as applied in its external reporting.

6.8 Certain Payment Procedures. Either Party may designate an Affiliate thereof as the recipient of any amounts payable hereunder to such Party. If at any time legal restrictions in any country prevent the prompt remittance of any payments due pursuant to this Agreement, the paying Party shall have the right and option to make such payments by depositing the amount thereof in local currency to the receiving Party’s account in a bank or depository in such country designated by the receiving Party, or, if none is designated by the receiving Party within [**] days, in a recognized banking institution selected by the paying Party, its Affiliates, licensees or sublicensees, as the case may be, and identified in a written notice given to the receiving Party.

6.9 Late Payments. The paying Party shall pay interest to the receiving Party on the aggregate amount of any payments that are not paid on or before the date such payments are due under this Agreement at a rate per annum equal to the lesser of [**] percent ([**]%) per month or the highest rate permitted by applicable Law, compounded monthly, calculated on the number of days such payments are paid after the date such payments are due.

ARTICLE 7

INTELLECTUAL PROPERTY PROTECTION

7.1 Prosecution and Maintenance of Joint Patent Rights.

7.1.1 With respect to any Joint Patent Rights, the Parties shall consult with each other regarding the filing, prosecution and maintenance of any Patents and Patent Applications, and responsibility for such activities shall be the obligation of Novartis. Novartis shall undertake such filings, prosecutions and maintenance in the names of both Parties as co-owners. Each of Novartis and Idenix shall bear one-half (¹/₂) of all Out-of-Pocket Costs (including legal fees and expenses) with respect to such Joint Patent Rights. Novartis shall have the following obligations with respect to the filing, prosecution and maintenance of Patent Applications and Patents on any such Joint Patent Rights: (i) Novartis shall permit Idenix to review and comment at least [**] weeks prior to the filing of any priority Patent Application by Novartis; (ii) Novartis shall notify Idenix within [**] days after the filing of a Patent Application by Novartis; (iii) Novartis shall notify Idenix within [**] months from the filing of the priority Patent Application whether and in which countries it intends to file convention Patent Applications; (iv) Novartis shall provide Idenix promptly with copies of all communications received from or filed in patent offices with respect to such filings; and (v) Novartis shall provide Idenix, a reasonable time prior to taking or failing to take action that would affect the scope or validity of rights under any Patent Applications or Patents (including but not limited to substantially narrowing or canceling any claim without reserving the right to file a continuing or divisional Patent Application, abandoning any Patent or not filing or perfecting the filing of any Patent Application in any country), with notice of such proposed action or inaction so that Idenix has a reasonable opportunity to review and make comments, and take such actions as may be appropriate in the circumstances. In the event that Novartis materially breaches the foregoing obligations and such breach is not cured within [**] days of a written notice from Idenix to Novartis describing such breach, or in the event that Novartis fails to undertake the filing of a Patent Application within [**] days of a written request by Idenix to do so, Idenix may assume Novartis’ responsibility for filing, prosecution and maintenance of any such Joint Patent Right. Notwithstanding the foregoing, Novartis may withdraw from or abandon any Patent or Patent Application relating to any Joint Patent Rights on [**] days prior notice to Idenix, providing a free-of-charge option to assume the prosecution or maintenance thereof; the Out-of-Pocket Costs (including legal fees and expenses) incurred thereafter shall be borne entirely by Idenix if Idenix assumes such option. The Parties agree that any of the periods of time specified in this Section 7.1 shall be shortened as may be required to ensure that rights in the relevant Joint Patent Right are not lost.

7.1.2 Cooperation. Each Party agrees to cooperate with the other with respect to the preparation, filing, prosecution and maintenance of Patents and Patent Applications pursuant to this Section 7.1, including, without limitation, the execution of all such documents and instruments and the performance of such acts (and causing its relevant employees to execute

such documents and instruments and to perform such acts) as may be reasonably necessary in order to permit the other Party to continue any preparation, filing, prosecution or maintenance of Joint Patent Rights that such Party has elected not to pursue as provided for in Section 7.1.1. The Parties shall agree on which of the Joint Patent Rights for which to seek an extension of term and the Parties shall bear the costs thereof in the same manner as the Parties bear the expenses for the filing, prosecution and maintenance of such Patent Rights in accordance with the provisions of this Section 7.1.

7.1.3 Regulatory Matters and Extensions. Each Party shall provide to the other Party prompt notice of the issuance of any Joint Patent Right, giving the date of issue and patent number for each such Joint Patent Right. Similarly, the Parties shall provide to each other prompt notice of Patent term extensions with respect to any Joint Patent Right in any country. The Parties shall determine whether to proceed in the filing of appropriate listing documents for Joint Patent Rights, and Parties shall cooperate in the preparation and filing of any Joint Patent Right listings. The Parties shall agree on which of the Joint Patent Rights for which to seek an extension of term, and the Parties shall cooperate and bear the costs thereof in the same manner as the Parties bear the expenses for the filing, prosecution and maintenance of such Joint Patent Rights in accordance with the provisions of this Section 7.1.

7.2 Third Party Infringement. If either Party or its Affiliates shall learn that any Third Party is violating the Joint Intellectual Property, then the Party (or its Affiliate) becoming so informed shall promptly notify the other Party in writing of this claim or assertion and shall provide such other Party with all available evidence supporting such known or suspected infringement or unauthorized use. The Parties shall cooperate and shall mutually agree upon an appropriate course of action with respect to the institution and direction of legal proceedings against any Third Parties who are infringing the Joint Intellectual Property.

ARTICLE 8

REPRESENTATIONS AND WARRANTIES

8.1 Representations and Warranties of Idenix. Idenix US and Idenix Cayman hereby jointly and severally represent and warrant, as of the Effective Date, to Novartis as follows; provided, however, that, the Parties agree and acknowledge that Idenix Cayman is not a party to the Stockholders Agreement and that the representations and warranties below shall not be construed as applying to Idenix Cayman with respect to the Stockholders Agreement:

8.1.1 Organization, Good Standing and Qualification. Each of Idenix US and Idenix Cayman is, respectively, a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and a company duly organized, validly existing and in good standing under the laws of the Cayman Islands. Each of Idenix US and Idenix Cayman has all requisite corporate power and corporate authority to own and operate its properties and assets, to carry on its business as now conducted and as currently proposed to be conducted, to enter into this Agreement and the Stockholders Agreement and to carry out its obligations hereunder and thereunder. Each of Idenix US and Idenix Cayman is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of its business or property makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to materially adversely affect the ability of Idenix US and Idenix Cayman to consummate the transactions contemplated hereby and thereby.

8.1.2 Authorization, Execution and Delivery. All corporate action on the part of each of Idenix US, Idenix Cayman and their respective officers and directors necessary for the (i) authorization, execution and delivery of this Agreement and the Stockholders Agreement, and (ii) performance of the obligations of each of Idenix US and Idenix Cayman contemplated hereby and thereby, in the case of clauses (i) and (ii) above, have been taken. This Agreement and the Stockholders Agreement have been validly executed, delivered and authorized by each of Idenix US and Idenix Cayman. This Agreement and the Stockholders Agreement, assuming they each constitute a valid and legally binding obligation of Novartis, each constitute a valid and legally binding obligation of each of Idenix US and Idenix Cayman, enforceable against each of Idenix US and Idenix Cayman in accordance with their terms, except as the enforcement hereof or thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally or (B) equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

8.1.3 No Conflict. Neither the execution, delivery and performance by Idenix US or Idenix Cayman of this Agreement and the Stockholders Agreement, nor the consummation by Idenix US or Idenix Cayman of the transactions contemplated hereby and thereby, nor the compliance by Idenix US or Idenix Cayman with any of the provisions hereof or thereof, will:

(a) violate or conflict with any Law applicable to Idenix US, Idenix Cayman or any of their respective Subsidiaries, or any judgment, injunction, ruling, charge, order or decree (“Judgment”) applicable to Idenix US, Idenix Cayman or any of their respective Subsidiaries;

(b) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under any material agreement, document, instrument, contract (whether oral or written), license, note, indenture, mortgage, lease, sublease or other legally binding instrument (“Contract”) to which Idenix US or Idenix Cayman is a party or under which Idenix US, Idenix Cayman or any of their respective assets, is bound or affected; or

(c) conflict with or violate any provision of the current applicable Restated Certificate or Amended and Restated By-laws of Idenix US, or of the Certificate of Incorporation, Memorandum of Association or Articles of Association of Idenix Cayman.

8.1.4 Consents. No consents, approvals or authorizations (“Consents”) of, (i) or registration, qualification, designation, declaration, notification or filing with, any federal, state, local, municipal or foreign court of competent jurisdiction, governmental agency, authority, instrumentality, regulatory body, stock market or stock exchange (each a “Governmental Entity”) or (ii) any party to any Contract to which Idenix US, Idenix Cayman or any of their respective Subsidiaries is a party or by which it is bound, in the case of clauses (i) and (ii) above,

is required in connection with the valid execution, delivery or performance of this Agreement and the Stockholders Agreement by Idenix US or Idenix Cayman, or the consummation of the transactions contemplated hereby and thereby, except such Consents of, (x) or registrations, qualifications, designations, declarations, notifications or filings with, any Governmental Entity or (y) any parties to any Contract to which Idenix US, Idenix Cayman or any of their respective Subsidiaries, is a party or by which Idenix US or Idenix Cayman is bound, in the case of clauses (x) and (y), the failure of which Consents to obtain, or registrations, qualifications, designations, declarations, notifications or filings to make, would not be reasonably likely to materially and adversely affect the ability of the Parties to consummate the transactions contemplated hereby and thereby.

8.1.5 Patent Rights. To the best of its knowledge the Patent Rights listed in Exhibits Y, Z, and AA of Amendment No. 4 of the DLCA are a complete list of all Patent Rights owned, co-owned or licensed in by Idenix and its Affiliates, or under their Control, relating to LdT Products as of September 28, 2007. The Patent Rights listed in Exhibit I are a complete list of all Patent Rights owned, co-owned or licensed in by Idenix and its Affiliates, or under their Control, relating to LdT Products as of the Effective Date.

8.2 Representations and Warranties of Novartis. Novartis hereby represents and warrants, as of the Effective Date, to Idenix as follows:

8.2.1 Organization, Good Standing and Qualification. Novartis is an aktiengesellschaft duly organized, validly existing and in compliance with the laws of Switzerland. Novartis has all requisite corporate power and corporate authority to own and operate its properties and assets, to carry on its business as now conducted and as currently proposed to be conducted, to enter into this Agreement and the Stockholders Agreement and to carry out its obligations hereunder and thereunder. Novartis is duly qualified to transact business and is in good standing in each jurisdiction in which the nature of its business or property makes such qualification necessary, except where the failure to be so qualified would not reasonably be expected to materially adversely affect the ability of Novartis to consummate the transactions contemplated hereby and thereby.

8.2.2 Authorization, Execution and Delivery. All corporate action on the part of Novartis and its officers and directors necessary for the (i) authorization, execution and delivery of this Agreement and the Stockholders Agreement, and (ii) performance of the obligations of Novartis contemplated hereby and thereby, in the case of clauses (i) and (ii) above, have been taken. This Agreement and the Stockholders Agreement have been validly executed, delivered and authorized by Novartis. This Agreement, assuming it constitutes a valid and legally binding obligation of each of Idenix US and Idenix Cayman, and the Stockholders Agreement, assuming it constitutes a valid and legally binding obligation of Idenix US, each constitute a valid and legally binding obligation of Novartis, enforceable against Novartis in accordance with their terms, except as the enforcement hereof or thereof may be limited by (A) applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally or (B) equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses.

8.2.3 No Conflict. Neither the execution, delivery and performance by Novartis of this Agreement and the Stockholders Agreement, nor the consummation by Novartis of the transactions contemplated hereby and thereby, nor the compliance by Novartis with any of the provisions hereof and thereof, will:

(a) violate or conflict with any Law applicable to Novartis or any of its Subsidiaries, or Judgment applicable to Novartis or any of its Subsidiaries;

(b) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under any material Contract to which Novartis is a party or under which Novartis or any of its Subsidiaries is bound or affected; or

8.2.4 Consents. No Consents of, (i) or registration, qualification, designation, declaration, notification or filing with, any Governmental Entity or (ii) any party to any Contract to which Novartis is a party or by which it is bound, in the case of clauses (i) and (ii) above, is required in connection with the valid execution, delivery or performance of this Agreement and the Stockholders Agreement by Novartis or the consummation of the transactions contemplated hereby and thereby, except such Consents of, (x) or registrations, qualifications, designations, declarations, notifications or filings with, any Governmental Entity or (y) any parties to any Contract to which Novartis is a party or by which Novartis is bound, in the case of clauses (x) and (y), the failure of which Consents to obtain, or registrations, qualifications, designations, declarations, notifications or filings to make, would not be reasonably likely to materially and adversely affect the ability of the Parties to consummate the transactions contemplated hereby and thereby.

8.3 Disclaimer of Representations and Warranties. Nothing in this Agreement shall be construed as a representation made or warranty given by either Party that any Patents will issue based on pending Patent Applications or that any such pending Patent Applications or Patents issued thereon will be valid. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTIONS 8.1 OR 8.2, NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE OTHER PARTY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

ARTICLE 9

CONFIDENTIALITY

9.1 Confidentiality Obligations. All Confidential Information disclosed by a Party to the other Party during the term of the DLCA or the term of this Agreement shall not be used by the receiving Party except in connection with the activities contemplated by this Agreement or the Stockholders Agreement, shall be maintained in confidence by the receiving Party (except to the extent reasonably necessary for Regulatory Approval of the Products or for the filing,

prosecution and maintenance of Patent Rights, in each case consistent with the terms of this Agreement), and shall not otherwise be disclosed by the receiving Party to any other person, firm, or agency, governmental or private, without the prior written consent of the disclosing Party, except to the extent that the Confidential Information (as determined by competent documentation):

(a) was known or used by the receiving Party prior to its date of disclosure to the receiving Party; or

(b) either before or after the date of the disclosure to the receiving Party, is lawfully disclosed to the receiving Party by sources other than the disclosing Party rightfully in possession of such Confidential Information; or

(c) either before or after the date of the disclosure to the receiving Party, becomes published or generally known to the public (including information known to the public through the sale of products in the ordinary course of business), without the receiving Party or its Affiliates, licensees or sublicensees violating this ARTICLE 9; or

(d) is independently developed by or for the receiving Party without reference to or reliance upon the disclosing Party’s Confidential Information.

Notwithstanding anything set forth herein to the contrary, this ARTICLE 9 shall not prohibit the receiving Party from disclosing Confidential Information of the disclosing Party that is required to be disclosed by the receiving Party to comply with applicable Laws, to defend or prosecute litigation or to comply with governmental regulations; provided that, to the extent practicable, the receiving Party provides prior written notice of such disclosure to the disclosing Party and assists the disclosing Party in its reasonable and lawful efforts to avoid and/or minimize the degree of such disclosure. Notwithstanding anything set forth herein to the contrary, this ARTICLE 9 shall not prohibit Idenix or Idenix SARL from disclosing the terms of this Agreement to Universita di Cagliari, CNRS, UM II and UAB as required under the agreements between or among Idenix, Idenix SARL and/or such parties that are set forth on Exhibit F, as such agreements may be amended from time to time as permitted hereunder.

9.2 Employee and Advisor Obligations. Each Party agrees that it shall provide Confidential Information received from the other Party only (a) to its employees, consultants and advisors, and to the employees, consultants and advisors of such Party’s Affiliates, who have a need to know and have an obligation to treat such information and materials as confidential under terms no less restrictive than those set forth herein, or (b) as otherwise expressly permitted by this Agreement.

9.3 Term. All obligations of confidentiality imposed under this ARTICLE 9 shall expire [**] years following termination or expiration of this Agreement.

9.4 Publications. With respect to scientific publications of any information obtained by a Party pursuant to ARTICLE 5 (i.e., from the other Party or pursuant to any HCV Combination Clinical Trial or Drug-Drug Interaction Study conducted hereunder), each Party shall first submit to the other Party an early draft of all such publications, whether they are to be presented orally or in written form, at least [**] days prior to submission for publication. Each

Party shall review each such proposed publication in order to avoid the unauthorized disclosure of a Party’s Confidential Information and to preserve the patentability of inventions arising from the collaboration. If, as soon as reasonably possible but no longer than [**] days following receipt of an advance copy of a Party’s proposed publication, the other Party informs such Party that its proposed publication contains Confidential Information of the other Party which the publishing Party is not authorized to disclose, then such Party shall delete such Confidential Information from its proposed publication. If, as soon as reasonably possible but no longer than [**] days following receipt of an advance copy of a Party’s proposed publication, the other Party informs such Party that its proposed publication could be expected to have a material adverse effect on any Patent Rights or Know-How of such other Party, then such Party shall delay such proposed publication for a period of reasonable length to permit the timely preparation and first filing of Patent Application[s] on the information involved.

9.5 Publicity. Neither Party shall issue any press release or public announcement or public filing relating to any Products Controlled by the other Party or this Agreement without the prior approval of the other Party, which approval shall not be unreasonably withheld, except that a Party may issue such a press release or public announcement or public filing if required by Law, including without limitation by the rules or regulations of the United States Securities and Exchange Commission or similar regulatory agency in a country other than the United States or of any stock exchange or Nasdaq; provided that the other Party has received prior notice of such intended press release or public announcement or public filing if practicable under the circumstances and the Party subject to the requirement includes in such press release or public announcement or public filing only such information relating to such Product[s] or this Agreement as is required by such Law. The rights of approval and notice granted to a Party in accordance with the preceding sentence shall only apply for the first time that specific information is to be disclosed, and shall not apply to the subsequent disclosure of substantially similar information that has previously been disclosed.

ARTICLE 10

INDEMNIFICATION

10.1 By Idenix. Idenix shall defend, indemnify and hold harmless Novartis, its Affiliates and their respective directors, officers, employees and agents, at Idenix’s cost and expense, from and against any liabilities, losses, costs, damages, fees or expenses (including reasonable fees and expenses of legal counsel) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (i) any breach by Idenix of any of its representations, warranties or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct of Idenix or its Affiliates, licensees or sublicensees, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Agreement, or (iii) the Development, Manufacture or Commercialization of any Idenix HCV Product, excluding any Losses arising out of any HCV Combination Clinical Trial, Dose Ranging Clinical Trial or Drug-Drug Interaction Study conducted hereunder except to the extent the cause of such Losses arises from proper administration of the relevant Idenix HCV Product included in such HCV Combination Clinical Trial.

10.2 By Novartis. Novartis shall defend, indemnify and hold harmless Idenix, its Affiliates and their respective directors, officers, employees and agents, at Novartis’ cost and expense, from and against any Losses relating to or in connection with a Third Party claim to the extent arising out of (i) any breach by Novartis of any of its representations, warranties or obligations pursuant to this Agreement, (ii) the negligence or willful misconduct of Novartis or its Affiliates, licensees or sublicensees, or any of their respective directors, officers, employees and agents, in the performance of obligations or exercise of rights under this Agreement, (iii) the Development, Manufacture or Commercialization of any Novartis HCV Product, or (iv) any HCV Combination Clinical Trial, Dose Ranging Clinical Trial, or Drug-Drug Interaction Study conducted hereunder except to the extent the cause of such Losses arises from the proper administration of the relevant Idenix HCV Product included in such HCV Combination Clinical Trial.

10.3 Claims for Indemnification with respect to Third Parties.

10.3.1 With regard to any Third Party claim (for which indemnification may be sought under Section 10.1 or 10.2) against a person entitled to indemnification under Section 10.1 or 10.2 (an “Indemnified Party”), the Indemnified Party shall give prompt written notification to the person from whom indemnification is sought (the “Indemnifying Party”) of the commencement of any action, suit or proceeding relating to such Third Party claim or, if earlier, upon the assertion of any such claim by a Third Party (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a Third Party claim as provided in this Section 10.3 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such failure to give notice).

10.3.2 Within [**] days after delivery of such notification, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, assume control of the defense of such action, suit, proceeding or claim with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not assume control of such defense, the Indemnified Party shall control such defense.

10.3.3 The Party not controlling such defense may participate therein at its own expense; provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided further, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties.

10.3.4 The Party controlling such defense shall keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto.

10.3.5 The Indemnified Party shall not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not agree to any settlement of such action, suit, proceeding or claim or consent to any judgment in respect thereof that does not

include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior written consent of the Indemnified Party.

10.4 University of Alabama proceedings and Dr. Matthes proceedings. Idenix shall retain sole responsibility for the defense and costs of and (if any) payment of damages arising from any existing, pending or future proceedings related to the University of Alabama relating to LdT, or related to Dr. Matthes in Germany, in each case relating to LdT Products.

ARTICLE 11

TERM AND TERMINATION

11.1 Term. Unless terminated earlier in accordance with this ARTICLE 11, the term of this Agreement shall commence on the Effective Date and continue so long as either Party has rights or obligations under this Agreement (the “Term”).

11.2 Termination for Material Breach. Upon any material breach of this Agreement by a Party (the “Breaching Party”), the other Party (the “Non-Breaching Party”) may, by providing thirty (30) days’ prior written notice to the Breaching Party, terminate this Agreement in its entirety. Such termination shall become effective at the end of the aforementioned thirty (30) day notice period unless the Breaching Party cures such breach during such notice period. Notwithstanding the foregoing, if such breach, by its nature, is incurable, the Non-Breaching Party may terminate this Agreement to the extent permitted above immediately upon written notice to the Breaching Party.

11.3 Termination for Insolvency. Either Party may terminate this Agreement in its entirety upon thirty (30) days’ prior written notice to the other Party (the “Insolvent Party”) if the Insolvent Party files in any court pursuant to any statute of any government in any country a petition in bankruptcy or insolvency or for reorganization or for an arrangement or for the appointment of a receiver or trustee of the Insolvent Party or of its assets; or if any Person proposes a written agreement of composition for extension of the Insolvent Party’s debts; or if the Insolvent Party shall be served with an involuntary petition against it, filed in any insolvency proceeding, and such petition shall not be dismissed within sixty (60) days after filing thereof; or if the Insolvent Party shall be a party to any dissolution or liquidation; or if the Insolvent Party shall make a general assignment for the benefit of its creditors; or if the Insolvent Party is subject to any final order regarding bankruptcy or insolvency which can be expected to have a material adverse effect on the Development or Commercialization of the Products.

11.4 Termination for Convenience. Novartis may terminate this Agreement by providing thirty (30) days’ prior written notice to Idenix.

11.5 Effects of Termination.

11.5.1 Subject to Section 11.6, upon termination of this Agreement by Novartis pursuant to Section 11.2 or Section 11.3:

(a) at the election of Novartis, all licenses granted hereunder by Idenix to Novartis pursuant to ARTICLES IV and V and the related payment terms provided in ARTICLE VI shall remain in effect in accordance with their terms; provided, that if such election is not made on or before the effective date of termination, all such licenses and payment terms shall terminate;

(b) The license granted under Section 4.3 by Novartis to Idenix shall terminate; and

(c) Idenix shall promptly return to Novartis all records and materials in Idenix’s possession or control containing Confidential Information of Novartis.

11.5.2 Subject to Section 11.6, upon termination of this Agreement by Idenix pursuant to Section 11.2 or Section 11.3, or by Novartis pursuant to Section 11.4:

(a) all licenses granted by Idenix to Novartis hereunder pursuant to ARTICLES IV and V shall terminate;

(b) the license granted under Section 4.3 by Novartis to Idenix shall remain in effect in accordance with its terms; and

(c) Novartis shall promptly return to Idenix all records and materials in Novartis’ possession or control containing Confidential Information of Idenix.

11.6 Survival. In the event of any expiration or termination of this Agreement, (a) all financial obligations under ARTICLE 6 and Exhibit D owed prior to the effective date of such expiration or termination shall remain in effect and (b) the provisions set forth in ARTICLE 2, ARTICLE 3, Section 4.2, Section 4.4, Section 4.5, Section 5.6, ARTICLE 6, ARTICLE 7, Section 8.3, ARTICLE 9, ARTICLE 10, Section 11.5, Section 11.6, Section 11.7, ARTICLE 12 and Exhibit D shall survive such expiration or termination.

11.7 Non-Exclusive Remedy. Termination of this Agreement and any benefit accruing to a Non-Breaching Party from any reduction in the royalties, in accordance with Section 11.5.3, that a Breaching Party was entitled to receive under this Agreement prior to termination, shall be in addition to, and shall not prejudice, the Parties’ remedies at law or in equity.

ARTICLE 12

MISCELLANEOUS

12.1 Choice of Law. This Agreement shall be governed by and interpreted under the laws of the State of New York, excluding: (a) its conflicts of laws principles; (b) the United Nations Convention on Contracts for the International Sale of Goods; (c) the 1974 Convention on the Limitation Period in the International Sale of Goods (the “1974 Convention”); and (d) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980.

12.2 Notices. Any notice or report required or permitted to be given or made under this Agreement by one of the Parties to the other shall be in writing and shall be deemed to have been delivered upon personal delivery or (a) in the case of notices provided between Parties in the continental United States, four (4) days after deposit in the mail or the Business Day next following deposit with a reputable overnight courier and (b) in the case of notices provided by

telecopy (which notice shall be followed immediately by an additional notice pursuant to clause (a) above if the notice is of a default hereunder), upon completion of transmissions to the addressee’s telecopier, as follows (or at such other addresses or facsimile numbers as may have been furnished in writing by one of the Parties to the other as provided in this Section 12.2):


If to Idenix:		Idenix Pharmaceuticals, Inc. 60 Hampshire Street Cambridge, MA 02139 U.S.A. Attention: General Counsel Facsimile No.: (617) 995-9800

With a copy to:		Idenix (Cayman) Limited c/o Walkers Corporate Services Limited Walker House 87 Mary Street George Town Grand Cayman KY1-9001 Cayman Islands Attention: Secretary Facsimile No.: (345) 949-7886

If to Novartis:		Novartis Pharma AG Lichtstrasse 35 CH – 4056 Basel Switzerland Attention: Head of Partnering and Emerging Businesses Facsimile No.: [41] 61 324 2100

With a copy to:		Novartis Corporation 230 Park Avenue, 21st Floor New York, New York 10169 Attention: General Counsel Facsimile: (212) 830-2491

12.3 Severability. If, under applicable law or regulation, any provision hereof is invalid or unenforceable, or otherwise directly or indirectly affects the validity of any other material provision[s] of this Agreement (“Severed Clause”), then, it is mutually agreed that this Agreement shall endure except for the Severed Clause. The Parties shall consult and use their best efforts to agree upon a valid and enforceable provision which shall be a reasonable substitute for such Severed Clause in light of the intent of this Agreement.

12.4 Captions. All captions herein are for convenience only and shall not be interpreted as having any substantive meaning.

12.5 Integration. This Agreement, the Stock Purchase Agreement and the Stockholders Agreement (including any exhibits and other attachments hereto and thereto) constitute the entire agreement between the Parties with respect to the within subject matter and supersedes all previous agreements, whether written or oral. Unless otherwise expressly indicated, references herein to articles, sections, subsections, paragraphs and the like are to such items within this Agreement. This Agreement may be amended only in writing signed by properly authorized representatives of each of Idenix and Novartis.

12.6 Dispute Resolution. The Parties shall negotiate in good faith and use reasonable efforts to settle any dispute arising from or related to this Agreement or the breach thereof. If the Parties do not fully settle, and at any time a Party wishes to pursue the matter, each such dispute shall be resolved as follows:

12.6.1 Executive Officers. Either Party may request in writing that such dispute be referred to the Executive Officers for resolution. Within [**] Business Days following a written request by either Party, the Executive Officers shall meet to attempt to resolve such dispute.

12.6.2 Arbitration. If the Executive Officers do not resolve such dispute within [**] Business Days after either Party requests such a meeting, either Party may make a written demand for formal dispute resolution and such dispute shall be settled by arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, in each case, not inconsistent with the terms of this Agreement, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

(a) The arbitration shall be conducted in English in New York, New York, if initiated by Idenix, or Boston, Massachusetts, if initiated by Novartis, by a panel of three (3) persons experienced in the pharmaceutical business: within [**] days after initiation of arbitration, each Party shall select one (1) person to act as arbitrators and the two (2) Party-selected arbitrators shall select a third arbitrator within [**] days of their appointment. If the arbitrators selected by the Parties are unable or fail to agree upon the third arbitrator, the third arbitrator shall be appointed by the AAA as soon as practicable.

(b) Within [**] days after the designation of the arbitrators pursuant to Section 12.6.2(a) (the “Proposed Resolution Deadline”), each Party shall submit to the arbitrators and to the other Party a statement of all disputed issues and a proposed ruling on the merits of each such issue together with a brief or other written memorandum supporting the merits of its resolution.

(c) The arbitrators and the Parties shall then meet within [**] days after the Proposed Resolution Deadline, at which time each Party shall have [**] to argue in support of its proposed resolution. The Parties shall not call any witnesses in support of their arguments. The Parties shall have the right to be represented by counsel.

(d) The arbitrators shall use their best efforts to rule on the dispute within [**] Business Days thereafter. The arbitrators shall resolve the dispute by a vote of the majority of the arbitrators selecting one of the two (2) proposed resolutions in its entirety, without substitution, deletion, addition or amendment. Such selected resolution shall be binding and conclusive upon the Parties. All rulings of the arbitrators shall be in

writing and shall be delivered to the Parties. The arbitrators shall have no authority to award punitive or any other type of damages not measured by a Party’s compensatory damages and demanded in its proposed resolution.

(e) Either Party may apply to the arbitrators for interim injunctive relief until the arbitration award is rendered or the dispute is otherwise resolved. Either Party also may, without waiving any remedy under this Agreement, seek from any court having jurisdiction any injunctive or provisional relief necessary to protect the rights or property of that Party pending the arbitration award.

(f) The Party whose proposed resolution was not selected by the majority vote of the arbitrators shall pay the full costs of the arbitration and the reasonable costs and expenses of the prevailing Party, including, without limitation, reasonable attorneys’ fees and travel and lodging costs.

(g) Except to the extent necessary to confirm an award or as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of an arbitration without the prior written consent of both Parties.

(h) In no event shall an arbitration be initiated after the date when commencement of a legal or equitable proceeding based on the dispute, controversy or claim would be barred by the applicable New York statute of limitations.

12.7 Independent Contractors; No Agency. Neither Party shall have any responsibility for the hiring, firing or compensation of the other Party’s employees or for any employee benefits. No employee or representative of a Party shall have any authority to bind or obligate the other Party to this Agreement for any sum or in any manner whatsoever, or to create or impose any contractual or other liability on the other Party without said Party’s written approval. For all purposes, and notwithstanding any other provision of this Agreement to the contrary, each Party’s legal relationship under this Agreement to the other Party shall be that of independent contractor.

12.8 Assignment; Successors. Neither Idenix nor Novartis may assign this Agreement in whole or in part without the consent of the other Party; provided that either may assign this Agreement (a) to an Affiliate on the condition that the assigning Party shall remain primarily liable hereunder for the prompt and punctual payment and performance of all obligations of the assignee, or (b) to a Third Party in connection with a sale or transfer (including by way of merger) of all or substantially all of the assigning Party’s business to which this Agreement relates. This Agreement shall be binding upon, and shall inure to the benefit of, all permitted successors and assigns. Any assignment not in accordance with the foregoing shall be void.

12.9 Execution in Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same instrument even if both Parties have not executed the same counterpart. Signatures provided by facsimile transmission shall be deemed to be original signatures.

12.10 Waivers. No failure on the part of Novartis or Idenix to exercise and no delay in exercising any right, power, remedy or privilege under this Agreement, or provided by statute or at law or in equity or otherwise, shall impair, prejudice or constitute a waiver of any such right, power, remedy or privilege or be construed as a waiver of any breach of this Agreement or as an acquiescence therein, nor shall any single or partial exercise of any such right, power, remedy or privilege preclude any other or further exercise thereof or the exercise of any other right, power, remedy or privilege.

12.11 No Consequential or Punitive Damages. NEITHER PARTY HERETO WILL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR MULTIPLE DAMAGES ARISING OUT OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER, OR FOR LOST PROFITS ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF SUCH DAMAGES. NOTHING IN THIS SECTION 12.11 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER PARTY WITH RESPECT TO THIRD PARTY CLAIMS UNDER SECTIONS 10.1 OR 10.2.

12.12 Bankruptcy. Except with respect to trademarks, all rights and licenses granted pursuant to this Agreement are, for purposes of Section 365(n) of Title 11 of the United States Code or any foreign equivalents thereof (“Title 11”), license of rights to “intellectual property” as defined in Title 11. Each Party in its capacity as a licensor hereunder agrees that, in the event of the commencement of bankruptcy proceedings by or against such Party under Title 11, the other Party, in its capacity as a licensee of rights under this Agreement, shall retain and may fully exercise all of such licensed rights under this Agreement (including the license granted hereunder) and all of its rights and elections under Title 11.

12.13 Further Assurances. Each Party hereby covenants and agrees without the necessity of any further consideration, to execute, acknowledge and deliver any and all such other documents and take any such other action as may be reasonably requested by the other Party or necessary to carry out the intent and purposes of this Agreement.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, Idenix and Novartis have caused this Agreement to be duly executed by their authorized representatives, as of the date first written above.


IDENIX PHARMACEUTICALS, INC.

By:		/s/ Ronald C. Renault, Jr.
		Name: Ronald C. Renault, Jr.
		Title: President and CEO


IDENIX (CAYMAN) LIMITED

By:		/s/ Maria Stahl
		Name: Maria Stahl
		Title: Director


NOVARTIS PHARMA AG

By:		/s/ Tony Rosenberg
		Name: Tony Rosenberg
		Title: Head Partnering & Emerging Businesses Forum 2.6.04 4002 Basel


By:		/s/ Sarah Clements
		Name: Sarah Clements
		Title: Head Legal Speciality Care

Signature Page

Exhibit A

IDX 184

“IDX184” means [**]:

[**]

A-1

Exhibit B

LdC Description

[**] (beta -L-deoxy-cytidine)

[**] (valtorcitabine)

B-1

Exhibit C

LdT

[**] (beta-L-deoxy-thymidine)

C-1

Exhibit D

LdT Products

1)	License Grants.

To Novartis. Subject to the terms and conditions of this Agreement, Idenix hereby grants to Novartis a perpetual, irrevocable, royalty-free and fully-paid up (except as expressly provided below), exclusive (even with respect to Idenix), sublicenseable, worldwide right and license under Idenix’s rights in the Idenix Intellectual Property and in the Joint Intellectual Property to manufacture, have made, use, market and promote, import and export, offer for sale, sell and distribute LdT Products for the prevention, treatment, diagnosis and/or control of any human disease. The Parties agree and acknowledge that such license was originally granted to Novartis pursuant to Amendment No. 4 of the DLCA, and that such license is merely an extension of the license granted to Novartis pursuant to Amendment No. 4 of the DLCA. Novartis may extend to its Affiliates the rights licensed to it pursuant to this Agreement.

To Idenix. Subject to the terms and conditions of this Agreement, Novartis hereby grants to Idenix for the period of validity of patents within the LdT Product Patent Rights, a perpetual, unrestricted, royalty free, fully paid up, worldwide, irrevocable non-exclusive license to the LdT Product Patent Rights that were assigned to Novartis by or pursuant to Amendment No. 4 of the DLCA or pursuant to this Agreement, to practice, make and use the inventions, ideas and information embodied in those Patent Rights, and to make, use, sell, lease or import products, services, processes, methods and materials embodying or deriving from the inventions, ideas and information in those Patent Rights, excluding any use related to the making, using, selling, leasing or importing LdT Products (or any portion thereof), any component thereof or any product or service directed at HBV or hepatitis D virus. The Parties agree and acknowledge that such license was originally granted to Idenix pursuant to Amendment No. 4 of the DLCA, and that such license is merely an extension of the license granted to Idenix pursuant to Amendment No. 4 of the DLCA.

Allocation of Responsibility. As between the Parties, Novartis is solely responsible for all activities (including all activities with respect to the research, Development, Manufacture, use and sale or other Commercialization of LdT Products), costs, expenses and liabilities with respect to LdT Products after the Effective Date, other than as expressly set forth below.

3)	Commercialization; Payment Terms.

Novartis shall remain obligated to pay Idenix any unpaid royalties owed under the DLCA with respect to LdT Products sold prior to the Effective Date; provided, however, that with respect to the period between July 1, 2012 and the Effective Date, Novartis shall remain obligated to pay Idenix such unpaid royalties only with respect to LdT Products sold between July 1, 2012 and July 31, 2012 and Novartis shall provide Idenix with reports with respect to such sales in accordance with Amendment No. 4 to the DLCA. Idenix shall retain the rights to audit Novartis in respect of LdT Products with respect to

D-1

royalties due on sales prior to the Effective Date. Idenix’s right to audit Novartis in respect of LdT Products shall be limited to verifying the basis and accuracy of reporting and payments made, if any, by Novartis to Idenix under Sections 5.11, 8.6(a)(i) and 8.8A of the DLCA or under this Section 3 of this Exhibit D. The terms of Section 8.10 of the DLCA shall apply to any audit conducted pursuant to this Section. Sections 8.11 through 8.15 of the DLCA shall continue to apply with respect to such royalties.

With respect to the amount of Five Million United States Dollars (U.S.$5,000,000) that Idenix (as successor to Idenix B.V.) is obligated to pay to Sumitomo Pharmaceuticals Co., Ltd. in connection with the first commercial sale by Novartis, its Affiliates or licensees of an LdT Product for HBV infection in Japan pursuant to Section 2.2 of the Sumitomo Settlement Agreement, Novartis shall reimburse Idenix for such payment not later than [**] days after Idenix provides Novartis with written evidence of such payment having been made to Sumitomo Pharmaceuticals Co., Ltd. by Idenix. For the avoidance of doubt, Novartis shall reimburse Idenix only for the amounts Idenix has actually paid to Sumitomo Pharmaceuticals Co., Ltd. in satisfaction of the foregoing obligation, not to exceed the aggregate amount of Five Million United States Dollars (U.S.$5,000,000).

Novartis shall promptly notify Idenix in writing if and when the first commercial sale of an LdT Product for HBV infection occurs in Japan.

Subject to Section 4(a)(ii) of this Exhibit D, Novartis shall reimburse Idenix US or, at Idenix US’ request, Idenix SARL for the [**]% royalty due pursuant to ARTICLE 11 of the CNRS Agreement with respect to sales by Novartis or its Affiliates, licensees or sublicensees of LdT Products, not later than [**] days after Idenix provides Novartis with written evidence of each such payment having been made to CNRS and UM II.

Idenix shall act in accordance with Novartis’ reasonable instructions and use Commercially Reasonable Efforts to obtain an assignment of the relevant rights and obligations under the UAB Settlement Agreement related to Novartis’ Development, Manufacture and Commercialization of LdT Products. Following such assignment, Novartis shall be solely responsible for all payments due to UAB under the UAB Settlement Agreement and shall make all such payments directly to UAB. Unless and until such assignment is effective, Novartis shall:

reimburse Idenix US, as a pass-through to UAB, for twenty percent (20%) of the amounts that would have been paid by Novartis to Idenix as a royalty pursuant to Amendment No. 4 to the DLCA had the DLCA not been terminated, and any related late payments, as necessary to permit Idenix US to comply with Section 2.B, 2(F)(ii), 2(F)(iii), 2(F)(iv) and 2(G) of the UAB Settlement Agreement. Novartis shall make such payments to Idenix US not later than [**] days after Idenix provides Novartis with written evidence of such payment having been made to UAB; and

ii)

as applicable, reimburse Idenix US, as a pass-through to UAB, for any amounts set forth in Section 2.C of the UAB Settlement Agreement, not later than [**] days after Idenix provides Novartis with written evidence of such payment having been made to UAB; and

D-2

For the avoidance of doubt, except as expressly provided herein, Idenix shall remain solely responsible for all payments due to Third Party(ies) arising out of the manufacture or sale of LdT Products to the extent such payments arise under a license or acquisition from any such Third Party of Know-How, Patent Rights or other intellectual property rights that are necessary to sell LdT Products.

Novartis shall provide to Idenix quarterly a Consolidated Net Sales Report with respect to sales by Novartis, its Affiliates or sublicensees of LdT Products within [**] days following the end of each Calendar Quarter.

4)	Intellectual Property.

Idenix Co-Owned LdT Product Patent Rights and Idenix In-Licensed LdT Product Patent Rights.

Novartis shall be responsible for prosecution and maintenance of the LdT Product Patent Rights co-owned by Idenix set out in Exhibit Z to Amendment No. 4 of the DLCA (“Idenix Co-Owned LdT Product Patent Rights”) following the assignment of such Patent Rights to Novartis as provided herein. Prior to such assignment, as between the Parties, Idenix shall be responsible for prosecution and maintenance of the Idenix Co-Owned LdT Product Patent Rights; provided that (A) Novartis shall reimburse Idenix its reasonable Out-of-Pocket Costs incurred in such prosecution and maintenance and (B) Idenix shall allow Novartis to review and comment on material filings with respect thereto and shall reasonably consider any comments provided by Novartis which are timely provided.

ii)

Idenix shall use Commercially Reasonable Efforts to obtain assignments of the Idenix Patent Rights set forth in Exhibit I, as well as obtain all necessary Third Party consents with respect thereto on terms acceptable to Novartis, and to file such assignments with applicable regulatory authorities not later than [**] months following the Effective Date; provided that if Idenix has not obtained and filed such assignments within such [**] month period, Idenix shall, within [**] days of the end of such [**] month period, reimburse to Novartis any amounts paid by Novartis after the Effective Date in accordance with Section 3(d) above and thereafter Idenix shall be responsible for such payments under the CNRS Agreement until all such filings have been completed. Idenix shall be responsible for all filing fees, local counsel or similar Out-of-Pocket Costs incurred in connection with such assignment.

iii)

Novartis shall decide on which, if any, of the LdT Product Patent Rights, Novartis Patent Rights (as defined in the DLCA) and Joint Patent Rights for which to seek an extension of term, including pediatric exclusivity, applicable to LdT Products. The Parties shall reasonably cooperate with respect thereto and Novartis shall bear the costs thereof.

[Intentionally Omitted].

D-3

Third Party Infringement.

Notice. If either Party or its Affiliates shall learn that any Third Party is violating the LdT Product Patent Rights, then the Party (or its Affiliate) becoming so informed shall promptly notify the other Party in writing of this claim or assertion and shall provide such other Party with all available evidence supporting such known or suspected infringement or unauthorized use.

ii)

Procedures. Novartis, in its discretion, may bring an action to protect the LdT Product Patent Rights from infringement, and may bring such action in Idenix’s name, if necessary. The costs of any such Third Party infringement action shall be borne solely by Novartis, and any and all damages (including punitive damages), fees and other amounts recovered in connection with any such Third Party infringement action shall be retained solely by Novartis.

Claimed Infringement. The provisions of this Section 4(d) shall be subject to the provisions of Section 11.5 of the DLCA, which shall govern as to both costs and procedures in the event of infringement actions relating to an LdT Product brought by a Third Party against Novartis and/or Idenix in which the Third Party claim[s], if true, would constitute a breach of representation, warranty or obligation covered by Section 11.5 of the DLCA.

Notice. If either Party or its Affiliates shall learn of a claim or assertion that Development, Manufacture, use, marketing, promotion, importation, exportation, offer for sale, sale or distribution of any LdT Product infringes or otherwise violates the intellectual property rights of any Third Party (a “Claimed Infringement”), then the Party (or its Affiliate) becoming so informed shall promptly notify the other Party of the Claimed Infringement in writing.

ii)

Procedures. Novartis shall determine the appropriate course of action with respect to any Claimed Infringement brought in any country. Idenix shall assist and cooperate in infringement litigation at Novartis’ (or its Affiliates’) reasonable request and expense. Each Party shall provide to the other Party copies of any notices it receives from Third Parties regarding any patent nullity actions or any declaratory judgment actions with respect to LdT Product Patent Rights. Notices shall be provided promptly, but in no event after more than [**] days following receipt.

Patent Invalidity Claim.

Patent Invalidity Claim. If a Third Party at any time asserts a claim that any LdT Product Patent Right is invalid or otherwise unenforceable (an “Invalidity Claim”), whether as a defense in an infringement action brought by [a] Party[ies] pursuant to Section 4(c) of this Exhibit D, in an action brought against [a] Party[ies] under Section 4(d) of this Exhibit D or otherwise, the Party becoming aware of such assertion shall promptly notify the other Party in writing of such claim. Novartis shall determine the appropriate course of action with respect to any Invalidity Claim brought in any country. Idenix and its Affiliates shall, and shall use their

D-4

Commercially Reasonable Efforts, and at Idenix’s and its Affiliates’ sole expense, to cause Idenix’s or its Affiliates’ co-owners or licensors of LdT Product Patent Rights to, assist and cooperate with Novartis in the preparation and formulation of such response, and in taking other steps reasonably necessary to respond, to such Invalidity Claim, including, if applicable, by joining as a party to any action, so long as Idenix or its Affiliates remain as co-owners of LdT Product Patent Rights.

ii)

Paragraph IV Notice. In the event that Idenix or its Affiliates receives a patent certification notice in accordance with 21 U.S.C. §§ 355(b)(2)(A)(iv) or (j)(2)(A)(vii)(IV), as amended (a “Paragraph IV Notice”), relating to the LdT Product Patent Rights, Idenix, its Affiliates and co-owners of LdT Product Patent Rights shall provide a copy of such Paragraph IV Notice to Novartis promptly and in any event within [**] Business Days after receipt.

Patent Marking. Novartis shall comply with the patent marking statutes in each country in which an LdT Product is made, offered for sale, sold or imported by Novartis, its Affiliates, licensees and/or sublicensees.

Assistance. At Novartis’ sole discretion and request, Idenix shall provide all assistance (including but not limited to document provision and expert assistance) for patent infringement litigation or its preparation. Novartis shall reimburse Idenix’s external costs and expenses for work undertaken at its request promptly.

6)	Definitions.

“Consolidated Net Sales Report”. Consolidated Net Sales Report shall mean a consolidated report setting forth, for each LdT Product, the aggregate Net Sales (as defined in the DLCA) and, for so long as Novartis is obligated to reimburse Idenix for royalty payments pursuant to Section 3(e) of this Exhibit D, the calculation of royalties in accordance with Amendment No. 4 to the DLCA, in United States Dollars and local currency on a country-by-country basis and the exchange rate used to calculate the United States Dollar equivalent.

“Sumitomo Settlement Agreement”. Sumitomo Settlement Agreement shall mean the Final Settlement Agreement, dated as of March 26, 2003, between Idenix B.V. and Sumitomo Pharmaceuticals Co., Ltd., a copy of which was attached as Exhibit R to the DLCA.

“UAB Settlement Agreement”. UAB License shall mean the License Agreement, dated as of June 20, 1998, by and between Idenix US, as successor to Novirio Pharmaceuticals Limited, and UAB.

D-5

Exhibit E

Terminated Agreements

Part I

(i) the DLCA;

(ii) the Master Manufacturing and Supply Agreement between Idenix Cayman and Novartis dated May 8, 2003;

(iii) the Pharmacovigilance Agreement among the Parties dated April 30, 2004;

(iv) the Transition Services Agreement among the Parties dated September 28, 2007;

(v) the letter agreement from Idenix US to Novartis dated March 21, 2003 relating to Novartis’ right regarding the appointment and removal of Idenix US’s Chief Financial Officer and other matters;

(vi) the Commercial Manufacturing Agreement between Idenix US and Novartis dated June 22, 2006;

(vii) the letter agreement between Idenix US and Novartis regarding the supply of LdT Product for the Major EU Countries and Novartis Territory (as defined in the DLCA), effective November 1, 2006;

(viii) the letter agreement between Idenix US and Novartis regarding the supply of LdT Product for the Major EU Countries and Novartis Territory (as defined in the DLCA), effective May 1, 2007;

(ix) the Pharmacovigilance Agreement between Idenix US and Novartis dated as of October 23, 2006;

(x) the Quality Agreement on Manufacturing and Testing between Idenix US and Novartis dated as of June 22, 2006;

(xi) the Trading Services Procedure between Idenix US and Novartis dated June 22, 2006; and

(xii) the HIV Waiver and Consent among the Parties dated January 23, 2009.

Part II

(xiii) the Packaging Agreement by and between Idenix US and Novartis Pharmaceuticals Corporation dated as of June 22, 2006; and

(xiv) the Quality Agreement on Packaging and Testing between Idenix US and Novartis Pharmaceuticals Corporation dated as of June 22, 2006.

E-1

Exhibit F

Third Party Intellectual Property

The CNRS Agreement.

Co-operative Antiviral Research Activity Agreement, dated as of January 4, 1999, by and among Idenix SARL, as successor to Novirio SARL, on behalf of itself and Idenix US (as successor to Novirio Pharmaceuticals Limited), and the Dipartimento di Biologia Sperimentale “Bernardo Loddo” dell’Universita di Cagliari, as amended April 10, 2002, June 30, 2004, October 24, 2005, and May 8, 2003 (making Novartis a party thereto with respect to certain provisions).

License Agreement, dated as of December 14, 2000, by and between Idenix US, as successor to Novirio Pharmaceuticals Limited, and the Dipartimento di Biologia Sperimentale “Bernardo Loddo” dell’Universita di Cagliari, as amended April 10, 2002, June 30, 2004, October 24, 2005 and May 8, 2003 (making Novartis a party thereto with respect to certain provisions) (the “Cagliari License Agreement”).

License Agreement, dated as of June 20, 1998, by and between Idenix US, as successor to Novirio Pharmaceuticals Limited, and UAB, as amended June 20, 1998, and July 16, 1999 and as modified by the UAB Settlement Agreement.

F-1

Exhibit G

Supply Agreement Term Sheet

KEY CLINICAL SUPPLY TERMS AND CONDITIONS


Definitions		Capitalized terms used in this Term Sheet, but not defined in this Term Sheet shall have the meaning set forth in the Termination and Revised Relationship Agreement, dated July 31, 2012 (the “Termination Agreement”). “IDX HCV Product” means an Idenix HCV Product.

Scope

Supply		Idenix would supply Novartis with, and Novartis would purchase from Idenix, clinical supply of the applicable IDX HCV Products for use in HCV Combination Clinical Trials in accordance with the terms of a Clinical Supply Agreement to be executed by the Parties (the “Clinical Supply Agreement”).

Manufacture		Idenix would be responsible, directly or through its Affiliates and/or Third Party manufacturers, to perform certain manufacturing operations, including sourcing of components and API, production, and testing and release, storage and packaging for shipment of such IDX HCV Products to Novartis. Notwithstanding anything to the contrary herein, Novartis would be solely responsible for the labelling, storage, secondary packaging and shipment to third parties, including but not limited to clinical sites, of such IDX HCV Products for use in HCV Combination Clinical Trials. Notwithstanding anything to the contrary in this Term Sheet or the Clinical Supply Agreement, (a) the Parties may agree to ship IDX HCV Product under quarantine, and (b) the Parties agree and acknowledge that certain of the IDX HCV Product to be supplied to Novartis will have been manufactured prior to Idenix’ receipt of the relevant firm order for such IDX HCV Product and therefore certain provisions hereunder (including, without limitation, those requiring Novartis’ approval of the Third Party manufacturer and such other provisions to be agreed to by the parties in the Clinical Supply Agreement) are inapplicable to such IDX HCV Product.

Subcontracting		Idenix may subcontract the manufacture of the IDX HCV Products to a Third Party, subject to the approval of Novartis, not to be unreasonably withheld or delayed. Idenix will remain fully liable for the performance of any such Third Party manufacturer. The Clinical Supply Agreement will include a schedule of approved Third Party manufacturers.

Facility		The IDX HCV Products would be manufactured by Idenix or its Affiliates (or a Third Party manufacturer) exclusively at a facility reasonably acceptable to Novartis, and subject to inspection as described below.

G-1



REACH		To the extent applicable to the manufacture of IDX HCV Products for an HCV Combination Clinical Trial, Idenix would ensure that it performs applicable registrations as required under Regulation (EC) No. 1907/2006 of the European Parliament and of the Council concerning the Registration, Evaluation, Authorization and Restriction of Chemicals in relation to any substance contained in the IDX HCV Products.

Production preparation

Capacity and Pre-approval		Idenix will fulfil Novartis’ firm orders for IDX HCV Products and ensure that the manufacturing facility is ready for any required pre-approval by the regulatory authorities prior to manufacturing the applicable IDX HCV Product for Novartis.

Commencement of Supply		Idenix will be ready to supply Novartis with the IDX HCV Products reasonably required to conduct the applicable HCV Combination Clinical Trial within [**] days after review of Novartis’ development plan for the applicable HCV Combination Clinical Trial (the “Development Plan”) or such later date as mutually agreed by the Parties.

Validation		Idenix undertakes to qualify and validate the equipment and manufacturing process and the manufacturing facility for the applicable IDX HCV Product to the extent required for the applicable stage of the HCV Combination Clinical Trial.

Internal Manufacturing Capabilities		Idenix will use commercially reasonable efforts to assist Novartis in the development of the technical capabilities to manufacturing the IDX HCV Products itself; provided, however, that Novartis will have the right to manufacture IDX HCV Product only (i) in the event of a failure to supply as described herein, or (ii) upon execution of a development, manufacturing and commercialization agreement (contemplated by section 5.5.3 of the Termination Agreement) granting such right.

Ordering and delivery procedures

Forecast		The Development Plan shall include an initial non-binding [] month forecast of the number of units of IDX HCV Product required for the applicable HCV Combination Clinical Trial. Novartis will update such non-binding [] month forecast on a [**] basis.

Firm Orders		Novartis would submit firm written purchase orders for the IDX HCV Products with a lead time of at least [**] days and for amounts not to exceed what is reasonably necessary for the relevant HCV Combination Clinical Trial.

Terms of Delivery		Idenix would deliver the IDX HCV Products EXW Idenix’s manufacturing facility as such term is defined in INCOTERMS 2010.

Shelf Life		Upon delivery, the IDX HCV Products’ residual shelf life would be sufficient for the length of the relevant HCV Combination Clinical Trial, as described in the Development Plan, for which Novartis placed the firm order for such IDX HCV Product.

G-2



Pricing and Payment

Price		The price for IDX HCV Products would be [] Percent ([]%) of COGs.

Payment Terms		[**] days after receipt of invoice.

Annual price review		With respect to IDX HCV Product manufactured by Idenix or its Affiliates, a review of COGs shall take place at least once per year and take into account changes in the manufacturing cost of the IDX Products as well as savings realized, which may include savings due to improved manufacturing procedures and higher yields, and other factors mutually-agreed between the Parties.

Audit		No more than [**] annually, Novartis and/or an internationally-recognized, independent certified public accounting firm reasonably acceptable to Idenix would be entitled to have access during normal business hours to Idenix’s records regarding the COGs of the IDX HCV Products for the purposes of auditing the COGs. Novartis would pay all costs associated with such audit.

Supply Security

Continuous supply and non-supply		Idenix will supply IDX HCV Product to Novartis for the relevant HCV Combination Trial pursuant to Novartis’ firm orders. In the event that Idenix fails to meet at least [] percent ([]%) of the quantities contained in Novartis’ firm order(s) for a period of more than [] weeks, the price for the IDX HCV Product will be reduced by [] percent ([]%) until such shortfall has been cured; provided, however, that in the event that such shortfall continues for greater than [] months, the Parties will discuss whether Novartis may transfer the manufacture of the IDX HCV Product to Novartis or its third party designee, but Idenix shall be under no obligation to permit such transfer.

Non-Conforming Goods, Acceptance and Replacement		If IDX HCV Products that do not conform to the product specifications or the terms of the Clinical Supply Agreement (“Non-conforming Product”) are delivered to Novartis, Novartis would provide Idenix written notice of such non-conformance within [] days after delivery of the IDX HCV Products (or with respect to latent defects, within [] days after discovering such latent defects). Failure to provide notice within such time period would be deemed acceptance of the relevant IDX HCV Products. In the event that the Parties mutually agree, or it is determined by an independent Third Party laboratory that such IDX HCV Products are Non-conforming Products, such Non-conforming Products will be replaced within a reasonable period of time with conforming IDX HCV Products at Idenix’s cost. Idenix would bear sole responsibility for all reasonable costs associated with the transportation, testing and disposal of Non-conforming Products. If such Third Party laboratory determines that such IDX HCV Products are Non-conforming Products, IDX shall pay the costs of the analysis conducted by such laboratory. If such Third Party laboratory determines that such IDX HCV Products are not Non-conforming Products, Novartis shall pay the costs of the analysis conducted by such laboratory.

Warranties		Idenix would warrant that it will (itself or through its Affiliate or Third Party manufacturers) manufacture, store, supply, test and release the IDX HCV Products (“Processing”) in compliance with (i) the agreed specifications relating to the IDX HCV Products; (ii) current good manufacturing processes, (iii) the prevailing laws and regulations on health, safety and environmental protection, (iv) all other applicable laws and regulations, and (v) the Quality Agreement (as defined below).

G-3



		Idenix would warrant that it or its Affiliate or Third Party manufacturers will hold all necessary authorizations and permits for any and all Processing from the competent authorities of the country or countries where such Processing takes place.

Quality Systems Compliance		The Parties will enter into a quality agreement (the “Quality Agreement”) appropriate for the supply of IDX HCV Product for the HCV Combination Clinical Trials, which will include without limitation the relevant requirements set forth in this Term Sheet.

Current good manufacturing practices		IDX HCV Products will be manufactured, stored, supplied, tested and released in compliance with current and future good manufacturing practice relevant to the manufacture of pharmaceutical products as set out in EU/PIC guidelines (and the corresponding national laws and regulations), the US Code of Federal Regulations any other regulatory guidelines as reasonably applicable.

Documentation		Idenix (itself or through its Affiliate or Third Party manufacturers) will maintain all documentation required by application regulations and the Quality Agreement, including GMP certification and registrations with applicable health authorities and batch records and other manufacturing and testing records. Copies of such documentation will be made available to Novartis upon Novartis’ reasonable request and at Novartis’ expense. Other than documentation required to respond to requests from regulatory authorities or documentation needed by Novartis for release of IDX HCV Product in individual countries, Idenix will not be required to respond to documentation requests more than [**] times per year. Idenix will provide a Certificate of Analysis with each release in accordance with the specifications for the IDX HCV Product.

Failure Investigations		Idenix will investigate any non-conforming IDX HCV Product or other deviation relating to the manufacture of the IDX HCV Product. Idenix will promptly report such event to Novartis and provide a report on the investigation of such event within [**] days.

Inspections and Audits		If Idenix or its Affiliates manufacture the relevant IDX HCV Product, Novartis would be entitled, [**] per calendar year (other than a “for cause” audit, which may occur as frequently as reasonably needed) and during Idenix’s normal business hours, to audit and inspect Idenix’s facilities, equipment and the records of manufacture, specifications, test procedures, packaging, approved supplier listings and shipping that are necessary to comply with applicable regulatory requirements and Idenix’s obligations under the Clinical Supply Agreement, as well as to assist with resolving product complaints, and ensure compliance with Idenix’s manufacturing responsibilities. If Idenix or its Affiliates manufacture the relevant IDX HCV Product, Idenix will permit, and cooperate with, inspections by applicable health authorities. Idenix will notify Novartis of any inspections relating to the IDX HCV Product supplied to Novartis under the Clinical Supply Agreement.

		If Idenix uses a Third Party manufacturer to manufacture the relevant IDX HCV Product, Idenix would, at Novartis’ expense, allow Novartis and regulatory authorities to audit and inspect the manufacturer’s facility in the same manner as provided above.

G-4



Indemnification, Liabilities and Insurance

Indemnification & Liability		Idenix would be liable for and would indemnify, defend and hold Novartis and its Affiliates harmless against any and all liabilities, claims, proceedings, damages, losses, deficiencies, costs and expenses, including reasonable attorney’s fees incurred by Novartis and/or any of its Affiliates resulting from any Third Party claim to the extent arising out of (i) Idenix’s, its Affiliates’ or its subcontractors’ willful misconduct or gross negligence in respect of the performance of, or breach of, or failure to perform any of, its obligations under the Clinical Supply Agreement, (ii) breach of the Clinical Supply Agreement by Idenix or its Affiliates, including, in particular, any breach of any warranties therein, and/or (iii) the supply of Non-conforming Product, including any IDX HCV Product suffering a latent defect Novartis would be liable for and would indemnify, defend and hold Idenix and its Affiliates harmless against any and all liabilities, claims, proceedings, damages, losses, deficiencies, costs and expenses, including reasonable attorney’s fees incurred by Idenix and/or any of its Affiliates resulting from any Third Party claim to the extent arising out of (i) Novartis’, its Affiliates’ or its subcontractors’ willful misconduct or gross negligence in respect of the performance of, or breach of, or failure to perform any of, its obligations under the Clinical Supply Agreement, and/or (ii) breach of the Clinical Supply Agreement by Novartis or its Affiliates, including, in particular, any breach of any warranties therein.

Insurance		Each Party will warrant that it has appropriate and adequate insurance, or a program of self-insurance, at levels sufficient to cover claims or damages for which it would be liable under the terms of the Clinical Supply Agreement. One Party would provide to the other Party evidence of its insurance, upon request.

G-5

Exhibit H

Calculation of Royalty Payments and Related Offsets

EXAMPLE ONE:

[**]

EXAMPLE TWO:

[**]

EXAMPLE THREE:

[**]

H-1

Exhibit I

IA. Telbivudine (NV-02B) – IDX 1000

Jones Day CAM

Docket No.

Idenix Ref. No.

Type
Related
Country

Inventor

Serial No.

Filed

Title

Status

[**]

I-1

FOREIGN CASES

[**]

I-2

[**]

I-3

[**]

I-4

EX-31.1 6 d334226dex311.htm EX-31.1 EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald C. Renaud, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Idenix Pharmaceuticals, Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012

/s/ RONALD C. RENAUD, JR.

Ronald C. Renaud, Jr.

Chief Executive Officer

EX-31.2 7 d334226dex312.htm EX-31.2 EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Daniella Beckman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Idenix Pharmaceuticals, Inc. (the “registrant”);

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 8, 2012

/s/ DANIELLA BECKMAN

Daniella Beckman

Chief Financial Officer

EX-32.1 8 d334226dex321.htm EX-32.1 EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Idenix Pharmaceuticals, Inc. (the “Company”) for the quarter ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Ronald C. Renaud, Jr., Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2012

/s/ RONALD C. RENAUD, JR.

Ronald C. Renaud, Jr.

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Idenix Pharmaceuticals, Inc. and will be retained by Idenix Pharmaceuticals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 9 d334226dex322.htm EX-32.2 EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Idenix Pharmaceuticals, Inc. (the “Company”) for the quarter ended June 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Daniella Beckman, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, that, to her knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 8, 2012

/s/ DANIELLA BECKMAN

Daniella Beckman

Chief Financial Officer

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1. BUSINESS OVERVIEW Overview Idenix Pharmaceuticals, Inc., which we refer to together with our wholly owned subsidiaries as Idenix, we, us or our, is a biopharmaceutical company engaged in the discovery and development of drugs for the treatment of human viral diseases with operations in the United States and France. Currently, our primary research and development focus is on the treatment of patients with hepatitis C virus, or HCV, using nucleoside/nucleotide polymerase inhibitors and NS5A inhibitors. We entered into a collaboration with Novartis Pharma AG, or Novartis, relating to the worldwide development and commercialization of our drug candidates in May 2003, which we refer to as the development and commercialization agreement. In July 2012, we and Novartis materially amended the collaboration and executed a termination and revised relationship agreement, which we refer to as the termination agreement. In May 2003, we also entered into the stockholders’ agreement with Novartis, which we refer to as the stockholders’ agreement. In July 2012, we amended this agreement, which we refer to as the second amended and restated stockholders’ agreement. These agreements are described more fully in Note 4. We have incurred losses in each year since our inception and at June 30, 2012, we had an accumulated deficit of $689.7 million. We expect to incur losses over the next several years as we continue to expand our drug discovery and development efforts. As a result of continuing losses, we may seek additional funding through a combination of public or private financing, collaborative relationships or other arrangements and we may seek a partner who will assist in the future development and commercialization of our drug candidates. In July 2012, we filed a universal, automatically effective, well-known seasoned issuer shelf registration statement with the Securities and Exchange Commission, or SEC, for the issuance, in one or more public offerings, of common stock, debt securities and other securities at prices and on terms to be determined at the time of the applicable offering. In August 2012, we issued approximately 25.3 million shares of our common stock under this new shelf registration and received $190.6 million in net proceeds. Additional funding may not be available to us or, if available, may not be on terms favorable to us. Further, any additional equity financing may be dilutive to stockholders, other than Novartis, which has the right to maintain its current ownership level. Following the completion of our offering in August 2012, Novartis owned approximately 25% of our common stock. In accordance with the terms of the second amended and restated stockholders’ agreement, Novartis has the right to purchase from us up to 7.8 million shares of our common stock for 30 days following this offering in order to maintain its ownership level immediately prior to the offering, which was approximately 31%. We believe that our current cash, cash equivalents and the net proceeds of $190.6 million from our underwritten offering will be sufficient to sustain operations through at least March 31, 2014. If we are unable to obtain adequate financing on a timely basis, we could be required to delay, reduce or eliminate one or more of our drug development programs, enter into new collaborative, strategic alliances or licensing arrangements that may not be favorable to us and reduce the number of our employees. We are subject to risks common to companies in the biopharmaceutical industry including, but not limited to, the successful development of products, clinical trial uncertainty, regulatory approval, fluctuations in operating results and financial risks, potential need for additional funding, protection of proprietary technology and patent risks, compliance with government regulations, dependence on key personnel and collaboration partners, competition, technological and medical risks and management of growth. Basis of Presentation The condensed consolidated financial statements reflect the operations of Idenix Pharmaceuticals, Inc. and our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The accompanying condensed consolidated financial statements are unaudited and have been prepared by us in accordance with generally accepted accounting principles in the United States of America, or GAAP, for interim reporting. Accordingly, these interim financial statements do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011, which are included in our Annual Report on Form 10-K filed with the SEC on March 6, 2012. These interim financial statements are unaudited, but in the opinion of management, reflect all adjustments (including normal recurring accruals) necessary for a fair statement of the financial position and results of operations for the interim periods presented. The year ended consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by GAAP. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, judgments and methodologies, including those related to revenue recognition, our collaborative relationships, clinical trial expenses, impairment and amortization of long-lived assets including intangible assets, share-based compensation, income taxes including the valuation allowance for deferred tax assets, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the fiscal year ending December 31, 2012. Recent Accounting Pronouncements In December 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The amendments in this update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Although we are still evaluating the impact of this standard, we do not expect its adoption to have a material impact on our financial position or results of our operations.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Revenue Recognition Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, or SAB No. 101, as amended by SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and for revenue arrangements entered into after June 30, 2003, in accordance with the revenue recognition guidance of the FASB. For multiple-element revenue arrangements entered into or materially modified after January 1, 2011, we recognize revenue under Accounting Standard Update No. 2009-13, Multiple-Deliverable Revenue Arrangements, or ASU No. 2009-13. We record revenue provided that there is persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Our revenues are generated primarily through collaborative research, development and/or commercialization agreements. The terms of these agreements typically have included payments to us for non-refundable license fees, milestones, collaborative research and development funding and royalties received from our collaboration partners. Collaboration Revenue—Related Party Development and Commercialization Agreement We entered into the development and commercialization agreement with Novartis which related to the worldwide development and commercialization of our drug candidates in May 2003. In July 2012, the development and commercialization agreement was materially amended and the termination agreement was entered into between us and Novartis. The termination agreement is described in detail in Note 4. Under the development and commercialization agreement, we have received non-refundable license fees, milestones, collaborative research and development funding and royalty payments. This arrangement had several joint committees in which we and Novartis participated. We participated in these committees as a means to govern or protect our interests. The committees spanned the period from early development of a drug candidate through commercialization of any drug candidate licensed by Novartis. As a result of applying the provisions of SAB No. 101, which was the applicable revenue guidance at the time the collaboration was entered into, our revenue recognition policy attributed revenue to the development period of the drug candidates licensed under the development and commercialization agreement. We did not attribute revenue to our involvement in the committees following the commercialization of the licensed products as we determined that our participation on the committees, as such participation relates to the commercialization of drug candidates, was protective. Our determination was based in part on the fact that our expertise is, and has been, the discovery and development of drugs for the treatment of human viral diseases. Novartis, on the other hand, has the considerable commercialization expertise and infrastructure necessary for the commercialization of such drug candidates. Accordingly, we believe our obligation post commercialization was inconsequential. We recognized non-refundable payments over the performance period of our continuing obligations. This period was estimated based on current judgments related to the product development timeline of our licensed drug candidates and was estimated to be through May 2021. This policy is described more fully in Note 4. Upon the grant of options and stock awards under stock incentive plans, with the exception of the 1998 equity incentive plan, as amended, or the 1998 plan, the fair value of our common stock that would be issuable to Novartis, less the exercise price, was recorded as a reduction of the non-refundable payments associated with the Novartis collaboration. The amount was attributed proportionately between cumulative revenue recognized through the current date and the remaining amount of deferred revenue. This policy is described more fully in Note 4. Royalty revenue consisted of revenue earned under the development and commercialization agreement with Novartis for sales of Tyzeka®/Sebivo ®, which was recognized when reported from Novartis. Royalty revenue was equal to a percentage of Tyzeka ®/Sebivo® net sales, with such percentage increasing according to specified tiers of net sales. The royalty percentage varied based on the specified territory and the aggregate dollar amount of net sales. Termination Agreement In July 2012, we and Novartis materially amended the development and commercialization agreement that was established in May 2003, which is considered a material modification under ASU No. 2009-13. As of July 2012, we will recognize revenue related to the termination agreement with Novartis under ASU No. 2009-13 which: a) provides updated guidance on when multiple elements exist, how the elements in an arrangement should be separated and how the arrangement considerations should be allocated to the separate elements; b) requires an entity to allocate arrangement considerations to each element based on a fair value hierarchy, where the selling price for an element is based on vendor-specific objective evidence, or VSOE, if available, or third-party evidence, or TPE, if available and VSOE is not available, or the best estimate of selling price, or BESP, if neither VSOE or TPE is available; and c) eliminates the use of the residual method and requires an entity to allocate arrangement considerations using the selling price hierarchy. We evaluate all deliverables within an arrangement to determine whether or not they provide value to the licensee on a stand-alone basis. If the delivered elements have value to the licensee on a stand-alone basis, the deliverables are separated into units of accounting. If VSOE or TPE is not available to determine the fair value of a deliverable, we determine the BESP associated with the deliverable. The arrangement consideration, including upfront license fees and funding for research and development, is allocated to the separate units based on their relative fair values. Based on the value allocated to each unit of accounting within an arrangement, upfront fees and other guaranteed payments are allocated to each unit based on relative value. The appropriate revenue recognition method is applied to each unit and revenue is accordingly recognized as each unit is delivered. Other Revenue In February 2009, we licensed our non-nucleoside reverse transcriptase inhibitor, or NNRTI, compounds to GlaxoSmithKline, or GSK. This agreement, which we refer to as the ViiV license agreement, was assigned to ViiV Healthcare Company, or ViiV, which is an affiliate of GSK. Under the ViiV license agreement, we granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including human immunodeficiency virus type-1, or HIV, and acquired immune deficiency syndrome, or AIDS. This agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We concluded that this arrangement should be accounted for as a single unit of accounting and recognized as revenue using the contingency adjusted performance method. Under this agreement, we received a non-refundable license fee payment and milestone payments from ViiV. These milestone payments did not meet our revenue recognition criteria for immediate recognition. The non-refundable license fee payment and milestone payments received under the ViiV license agreement were recorded as deferred revenue and were being recognized as revenue over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received. In February 2011, ViiV informed us that the Food and Drug Administration, or FDA, placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012. Cash and Cash Equivalents We consider all highly liquid investments purchased with a maturity date of 90 days or less at the date of purchase to be cash equivalents. In connection with certain of our operating lease commitments, we issued letters of credit collateralized by cash deposits that were classified as restricted cash on the condensed consolidated balance sheets. Restricted cash amounts have been classified as current or non-current based on the expected release date of the restrictions. In the first quarter of 2012, a $0.4 million letter of credit was cancelled and released due to the termination of an operating lease in December 2011. Fair Value Measurements Our financial statements include assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. At June 30, 2012 and December 31, 2011, we had $54.7 million and $102.6 million, respectively, invested in money market funds. Our money market investments have calculated net asset values and are therefore classified as Level 2. There were no Level 3 assets held at fair value at June 30, 2012 or at December 31, 2011. There were no gross unrealized gains or losses for the three and six months ended June 30, 2012 or 2011. Share-Based Compensation We recognize share-based compensation for employees and directors using a fair value based method that results in expense being recognized in our condensed consolidated financial statements.

3. NET LOSS PER COMMON SHARE Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and other potential common shares then outstanding. Potential common shares consist of common shares issuable upon the assumed exercise of outstanding stock options (using the treasury stock method) and the issuance of contingently issuable shares subject to Novartis’ stock subscription rights (Note 4) and restricted stock awards.     <table cellspacing="0" cellpadding="0" width="92%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="64%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Three Months Ended June 30,</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Six Months Ended June 30,</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands, Except</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands, Except</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">per Share Data)</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">per Share Data)</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Basic and diluted net loss per common share: </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr> <td valign="top"> Net loss </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(25,395</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(13,909</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(13,945</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(22,145</td> <td nowrap="nowrap" valign="bottom">) </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Basic and diluted weighted average number of common shares outstanding </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">108,372</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">92,737</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">108,061</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">82,982</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Basic and diluted net loss per common share </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.23</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.15</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.13</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.27</td> <td nowrap="nowrap" valign="bottom">) </td> </tr>  </table> The following potential common shares were excluded from the calculation of diluted net loss per common share because their effect was anti-dilutive:   <table cellspacing="0" cellpadding="0" width="76%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="79%"> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="5%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">Three and Six Months Ended</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">June 30,</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands)</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Options </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">7,874</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">7,935</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Contingently issuable shares to related party </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">2,138</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,759</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">10,012</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">9,694</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr>  </table> In addition to the contingently issuable shares to related party listed in the table above, Novartis could be entitled to additional shares under its stock subscription rights which would be anti-dilutive in future periods based on our current stock price.

4. NOVARTIS RELATIONSHIP Collaboration with Novartis We entered into the development and commercialization agreement with Novartis relating to the worldwide development and commercialization of our drug candidates in May 2003. In July 2012, we and Novartis materially amended the collaboration and executed the termination agreement. The collaboration entered into in May 2003 included the following agreements and transactions:   <table style="border-collapse:collapse; text-align: left" border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td width="5%"> </td> <td width="2%" valign="top" align="left">•</td> <td width="1%" valign="top"> </td> <td align="left" valign="top"> the development and commercialization agreement, under which we collaborated with Novartis to develop, manufacture and commercialize drug candidates which Novartis licensed from us; </td> </tr> </table>   <table style="border-collapse:collapse; text-align: left" border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td width="5%"> </td> <td width="2%" valign="top" align="left">•</td> <td width="1%" valign="top"> </td> <td align="left" valign="top"> the manufacturing and supply agreement, under which Novartis manufactured for us the active pharmaceutical ingredient for the clinical development and, under certain circumstances, commercial supply of drug candidates Novartis licensed from us and for the finishing and packaging of licensed products; </td> </tr> </table>   <table style="border-collapse:collapse; text-align: left" border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td width="5%"> </td> <td width="2%" valign="top" align="left">•</td> <td width="1%" valign="top"> </td> <td align="left" valign="top"> the stock purchase agreement, under which Novartis purchased approximately 54% of our then outstanding capital stock from certain stockholders for $255.0 million in cash, with an additional aggregate amount of up to $357.0 million contingently payable to these stockholders if we achieved predetermined milestones with respect to the development of specific HCV drug candidates, including valopicitabine, which we ceased developing in July 2007; </td> </tr> </table>   <table style="border-collapse:collapse; text-align: left" border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td width="5%"> </td> <td width="2%" valign="top" align="left">•</td> <td width="1%" valign="top"> </td> <td align="left" valign="top"> the stockholders’ agreement, which was subsequently amended and restated in July 2004 and amended in April 2011, which provided Novartis with, among other things, registration rights, certain corporate governance rights including board representation and participation rights in future issuances of our securities; and </td> </tr> </table>   <table style="border-collapse:collapse; text-align: left" border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td width="5%"> </td> <td width="2%" valign="top" align="left">•</td> <td width="1%" valign="top"> </td> <td align="left" valign="top"> a letter agreement, which was subsequently amended in January 2009 and April 2011. We refer to the letter agreement, as amended, as the letter agreement. The letter agreement provided Novartis with rights regarding the appointment and removal of our chief financial officer and other matters. </td> </tr> </table>   On July 31, 2012, we entered into the termination agreement and second amended and restated stockholders’ agreement with Novartis, whereby we materially amended the collaboration previously entered into in May 2003 as described below. Termination Agreement Termination of Novartis’ Option to License our Development Stage Drug Candidates Under the development and commercialization agreement, Novartis had an option to license any of our development-stage drug candidates after demonstration of activity and safety in a proof-of-concept clinical trial so long as Novartis maintained at least 30% ownership of our voting stock. If Novartis licensed a drug candidate, it was obligated to fund a portion of the development expenses that we incurred in accordance with development plans agreed upon by the parties. Under the development and commercialization agreement, we granted Novartis an exclusive worldwide license to market and sell drug candidates that Novartis chose to license from us. The commercialization rights under the development and commercialization agreement also included our right to co-promote and co-market all licensed products in the United States, United Kingdom, France, Germany, Italy and Spain. In other countries, we would receive a royalty payment from Novartis based on net product sales. Under the development and commercialization agreement, we granted Novartis an exclusive worldwide license to develop, market and sell Tyzeka®/Sebivo ®, valtorcitabine and valopicitabine. Under this agreement, we have received $117.2 million of non-refundable payments from Novartis related to these drug candidates that have been recorded as deferred revenue. The $117.2 million of deferred payments were being recognized over the development period of the licensed drug candidates, which represented the period of our continuing obligations, in accordance with revenue recognition guidance that was applicable at the time the collaboration was entered into. We estimated this period to be through May 2021 based on current judgments related to the product development timeline of our licensed drug candidates. Significant judgments and estimates are involved in determining the estimated development period and different assumptions could yield materially different results. Related to the deferred revenue, we recognized $0.8 million as revenue during each of the three months ended June 30, 2012 and 2011 and we recognized $1.6 million as revenue during each of the six months ended June 30, 2012 and 2011. These amounts were impacted by Novartis’ stock subscription rights described below. Pursuant to the termination agreement, Novartis’ option right to license our current and future development-stage drug candidates in any therapeutic area has terminated. In exchange, we have agreed to pay Novartis a royalty based on worldwide product sales of our HCV drug products, unless such drug products are prescribed in combination with Novartis’ HCV drug products. The royalty percentage will vary based on our commercialized HCV drug product, but range from the high single digits to the low double digit percentages. Royalties are payable until the later to occur of: a) expiration of the last-to-expire of specified patent rights in a country; or b) ten years after the first commercial sale of a product in such country, provided that if royalties are payable on a product after the expiration of the patent rights in a country, each of the respective royalty rates for such product in such country would be reduced by one-half. Novartis’ Non-Exclusive License to Conduct Combination Trials Pursuant to the termination agreement, we granted Novartis a non-exclusive license to conduct clinical trials evaluating a combination of any of our and Novartis’ HCV drug candidates after the HCV drug candidates have completed dose-ranging studies, subject to meeting certain criteria. Under certain circumstances Novartis may conduct a dose ranging study with respect to our HCV drug candidates. With respect to any combination trial, certain criteria must first be met prior to the commencement of such combination clinical trial, including, but not limited to: a) the Novartis HCV drug candidate at issue cannot be subject to any clinical hold imposed by a regulatory authority; and b) a drug-drug interaction study between the Novartis HCV drug candidate and our HCV drug candidate must be conducted by either Novartis or us. If the parties cannot agree to the initiation of a combination trial, an independent data safety monitoring board will determine whether or not the combination trial should be initiated based on the safety profile of each HCV drug candidate. We have agreed to supply Novartis with our HCV drug candidates for use in such combination trials. We and Novartis have agreed to use commercially reasonable efforts to, in good faith, enter into a supply agreement and other relevant agreements in connection with any such combination trial. Novartis’ ability to initiate combination trials expires on the seven year anniversary of the execution of the termination agreement, or July 2019, although any then existing combination study commenced prior to such expiration date may continue after the expiration date. Product Sales of Tyzeka ®/Sebivo ® for the Treatment of the Hepatitis B Virus   In 2003 under the development and commercialization agreement, Novartis licensed telbivudine (Tyzeka ®/Sebivo ®) from us for the treatment of the hepatitis B virus, or HBV. In September 2007, we and Novartis entered into an amendment to the development and commercialization agreement pursuant to which we transferred to Novartis worldwide development, commercialization and manufacturing rights and obligations pertaining to Tyzeka ®/Sebivo®. Subsequently, we began receiving royalty payments equal to a percentage of net sales of Tyzeka®/Sebivo ®. We recognized $1.3 million and $1.2 million as royalty revenue from Novartis’ sales of Tyzeka ®/Sebivo® during the three months ended June 30, 2012 and 2011, respectively, and we recognized $2.5 million and $2.2 million as royalty revenue from Novartis’ sales of Tyzeka ®/Sebivo® during the six months ended June 30, 2012 and 2011, respectively. The receivables from related party balances of $1.3 million and $1.2 million at June 30, 2012 and December 31, 2011, respectively, consisted of royalties associated with product sales of Tyzeka®/Sebivo ® from Novartis. Under the termination agreement executed in July 2012, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka ®/Sebivo® (telbivudine) for the treatment of HBV. Novartis is committed to reimburse us for contractual payments to third-parties in connection with intellectual property related to Tyzeka ®/Sebivo®. Idenix will otherwise be responsible for any payments to third-parties in connection with intellectual property necessary to sell Tyzeka®/Sebivo ®. Termination or Breach by Either Party If either we or Novartis materially breaches the termination agreement and does not cure such breach within 30 days, the non-breaching party may terminate this agreement in its entirety. Either party may also terminate this agreement, effective immediately, if the other party files for bankruptcy, is dissolved, or has a receiver appointed for substantially all of its property. Novartis may also terminate this agreement for convenience. If Novartis terminates this agreement either because of a material breach by us that has not been cured or because we have filed for bankruptcy, Novartis may, at its election, retain the licenses granted to it by us under the termination agreement to conduct clinical trials evaluating a combination of any of our HCV drug candidates and any of Novartis’ HCV drug candidates and we would remain obligated to make royalty payments to Novartis on sales of our HCV drug products. If we terminate this agreement either because of a material breach by Novartis that has not been cured or because Novartis has filed for bankruptcy, or if Novartis terminates this agreement for convenience, the licenses granted to Novartis to conduct combination trials terminate and we would remain obligated to make royalty payments to Novartis on sales of our HCV drug products. Indemnification We have agreed to indemnify Novartis and its affiliates against losses suffered as a result of our development, manufacture and commercialization of our HCV products. We have also agreed to indemnify Novartis and its affiliates against losses suffered as a result of any breach of representations and warranties in the termination agreement, the development and commercialization agreement and the stock purchase agreement. Under these agreements with Novartis, we made numerous representations and warranties to Novartis regarding our drug candidates for the treatment of HBV and HCV, including representations regarding ownership of related inventions and discoveries. In the event of a breach of any such representation or warranty by us, Novartis has the right to seek indemnification from us and, under certain circumstances, our stockholders who sold shares to Novartis in 2003, which includes certain of our directors and officers, for damages suffered by Novartis as a result of such breach. The amounts for which we and our stockholders could be liable to Novartis could be substantial. Future Agreements and Possible Competition with Novartis Following the receipt of certain data related to a combination trial and upon Novartis’ request, we and Novartis are obligated to use, in good faith, commercially reasonable efforts to negotiate a future agreement for the development, manufacture and commercialization of such combination therapy for the treatment of HCV. Any future arrangement may set forth any co-promotion and co-marketing rights we may retain and any net benefit to us and Novartis attributable to such rights. Neither party is obligated to negotiate for a period longer than 180 days. Under the termination agreement, Novartis has a non-exclusive license to conduct clinical trials evaluating a combination of any of our HCV drug candidates and any of Novartis’ HCV drug candidates after certain criteria have been met. If Novartis obtains regulatory approval to co-label a Novartis HCV drug product with one or more of our HCV drug products, Novartis could market and sell a combination that may compete with our drug candidates and/or combination products that we market and sell in the future.   Stock Purchase Agreement In May 2003, Novartis purchased approximately 54% of our then outstanding capital stock from our stockholders. In connection with Novartis’ purchase of stock from our stockholders, we, Novartis and substantially all of our stockholders at that time entered into the stockholders’ agreement which was amended and restated in 2004 and amended in April 2011 in connection with an underwritten offering of our common stock. The stockholders received $255.0 million in cash from Novartis with an additional aggregate amount of up to $357.0 million contingently payable to these stockholders if we achieve predetermined development milestones relating to specific HCV drug candidates. These contingent payments were not terminated in July 2012. Second Amended and Restated Stockholders’ Agreement On July 31, 2012, we, Novartis and certain other stockholders entered into a second amended and restated stockholders’ agreement which includes the terms as described below. Novartis’ Registration Rights Under the second amended and restated stockholders’ agreement, Novartis maintains its rights to cause us to register for resale, under the Securities Act of 1933, as amended, shares held by Novartis and/or its affiliates. Corporate Governance Rights Under the stockholders’ agreement, we had agreed to use our reasonable best efforts to nominate for election as directors at least two designees of Novartis for so long as Novartis and its affiliates owned at least 30% of our voting stock and at least one designee of Novartis for so long as Novartis and its affiliates owned at least 19.4% of our voting stock. Furthermore, Novartis had approval rights over a number of corporate actions that we or our subsidiaries may take, including the authorization or issuance of additional shares of capital stock and significant acquisitions and dispositions, as long as Novartis and its affiliates continued to own at least 19.4% of our voting stock. Under the second amended and restated stockholders’ agreement executed in July 2012, we have agreed to use our reasonable best efforts to nominate for election one designee of Novartis for so long as Novartis and its affiliates own at least 15% of our voting stock. Novartis maintains its rights to appoint a non-voting observer to any committee of our board of directors. All other corporate governance rights, including the letter agreement, were terminated pursuant to the second amended and restated stockholders’ agreement. Novartis’ Stock Subscription Rights Under the stockholders’ agreement, Novartis had the right to purchase, at par value of $0.001 per share, such number of shares as was required to maintain its percentage ownership of our voting stock if we issued shares of capital stock in connection with the acquisition or in-licensing of technology through the issuance of up to 5% of our stock in any 24-month period. These purchase rights have been terminated under the second amended and restated stockholders’ agreement. In addition to the right to purchase shares of our stock at par value as described above under the stockholders’ agreement, if we issued any shares of capital stock, other than in certain situations, Novartis had the right to purchase such number of shares required to maintain its percentage ownership of our voting stock for the same consideration per share paid by others acquiring our stock. Under the second amended and restated stockholders’ agreement, if we issue any shares of our capital stock, other than in limited situations, Novartis continues to have the right to purchase such number of shares required to maintain its percentage ownership of our voting stock for either the same consideration per share paid by others acquiring our stock or, in specified situations, for a 10% premium to the consideration per share paid by others acquiring our stock. Upon the grant of options and stock awards under our stock incentive plans, with the exception of the 1998 plan, the fair value of our common stock that would be issuable to Novartis, less the exercise price, is recorded as a reduction of the non-refundable payments associated with the Novartis collaboration. The amount is attributed proportionately between cumulative revenue recognized through the current date and the remaining amount of deferred revenue. Novartis will retain these rights under the second amended and restated stockholders’ agreement that was executed in July 2012.   In connection with the closing of our initial public offering in July 2004, Novartis terminated a common stock subscription right with respect to approximately 1.4 million shares of common stock issuable by us as a result of the exercise of stock options granted after May 8, 2003 pursuant to the 1998 plan. In exchange for Novartis’ termination of such right, we issued 1.1 million shares of common stock to Novartis for a purchase price of $0.001 per share. The fair value of these shares was determined to be $15.4 million at the time of issuance. As a result of the issuance of these shares, Novartis’ rights to purchase additional shares as a result of future option grants and stock issuances under the 1998 plan were terminated and no additional adjustments to revenue and deferred revenue will be required. The stock subscription rights under the 1998 plan, as we granted options that were subject to this stock subscription right, the fair value of our common stock that would be issuable to Novartis, less par value, was recorded as an adjustment of the non-refundable payments received from Novartis. We remain subject to potential revenue adjustments with respect to grants of options and stock awards under our stock incentive plans other than the 1998 plan. As of June 30, 2012, the aggregate impact of Novartis’ stock subscription rights has reduced the non-refundable payments by $26.9 million, which has been recorded as additional paid-in capital. Of this amount, $6.6 million has been recorded as a reduction of deferred revenue with the remaining amount of $20.3 million recorded as a reduction of license fee revenue. For the three months ended June 30, 2012, the impact of Novartis’ stock subscription rights has increased additional paid-in capital by $0.7 million, reduced deferred revenue by $0.1 million and reduced license fee revenue by $0.6 million. For the three months ended June 30, 2011, the impact of Novartis’ stock subscription rights has increased additional paid-in capital by $2.2 million, decreased deferred revenue by $0.7 million and decreased license fee revenue by $1.5 million. For the six months ended June 30, 2012, the impact of Novartis’ stock subscription rights has increased additional paid-in capital by $4.0 million, reduced deferred revenue by $1.0 million and reduced license fee revenue by $3.0 million. For the six months ended June 30, 2011, there was no cumulative significant impact of Novartis’ stock subscription rights to additional paid-in capital, deferred revenue or license fee revenue as the value of Novartis’ stock subscription rights at June 30, 2011 was comparable with the value at December 31, 2010. Prior to July 2012, any financing requiring the issuance of additional shares of capital stock had to first be approved by Novartis so long as Novartis owned at least 19.4% of our voting stock. This right was terminated in July 2012 under the second amended and restated stockholders’ agreement with Novartis and therefore Novartis’ approval was not required for the underwritten offering in August 2012. We received Novartis’ approval for the following offerings in 2011:   <table style="border-collapse:collapse; text-align: left" border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td width="5%"> </td> <td width="2%" valign="top" align="left">•</td> <td width="1%" valign="top"> </td> <td align="left" valign="top"> in April 2011, we received approval from Novartis to issue capital shares so long as the issuance of shares did not reduce Novartis’ interest in Idenix below 30%. In April 2011, we issued approximately 21.1 million shares of our common stock pursuant to a September 2008 shelf registration statement and approximately 1.8 million shares of our common stock to Novartis pursuant to a private placement agreement. The net proceeds of both transactions were $60.2 million. Upon completion of this offering, we fully utilized the shelf registration statement and Novartis owned approximately 35% of our outstanding common stock. In conjunction with the issuance of common stock in April 2011, we amended the collaboration with Novartis to provide that: a) Novartis retained the exclusive option to obtain rights to drug candidates developed by us so long as Novartis maintained ownership of at least 30% of our common stock, rather than ownership of at least 40% as was the case prior to the amendment; b) we would use reasonable best efforts to nominate for election as directors at least two designees of Novartis so long as Novartis maintained ownership of at least 30% of our common stock, rather than ownership of at least 35% as was the case prior to the amendment; and c) Novartis’ consent was required for the selection and appointment of our chief financial officer so long as Novartis owned at least 30% of our common stock, rather than ownership of at least 40% as was the case prior to the amendment; and </td> </tr> </table>   <table style="border-collapse:collapse; text-align: left" border="0" cellpadding="0" cellspacing="0" width="100%"> <tr> <td width="5%"> </td> <td width="2%" valign="top" align="left">•</td> <td width="1%" valign="top"> </td> <td align="left" valign="top"> in November 2011, we received approval from Novartis to issue capital shares so long as the issuance of shares did not reduce Novartis’ interest in Idenix below 31%. In October 2011, we filed a universal shelf registration statement with the SEC which will allow us to offer and sell from time to time up to a maximum of $150.0 million of shares of common stock, at prices and terms to be determined at the time of sale. Pursuant to this shelf registration statement, in November 2011, we issued approximately 10.8 million shares of our common stock pursuant to an underwritten offering and received $65.8 million in net proceeds. Novartis did not participate in this offering. </td> </tr> </table>

5. VIIV HEALTHCARE COMPANY AND GLAXOSMITHKLINE COLLABORATION   In February 2009, we entered into the ViiV license agreement which granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including HIV/AIDS. We also entered into a stock purchase agreement with GSK in February 2009, which we refer to as the GSK stock purchase agreement. Under this agreement, GSK purchased approximately 2.5 million shares of our common stock at an aggregate purchase price of $17.0 million, or a per share price of $6.87. These agreements became effective in March 2009. In March 2009, we received $34.0 million related to this collaboration, which consisted of a $17.0 million license fee payment under the ViiV license agreement and $17.0 million under the GSK stock purchase agreement described above. In 2010, we received a $6.5 million milestone payment related to the achievement of a preclinical operational milestone and a $20.0 million milestone payment for the initiation of a phase IIb clinical study of ‘761. Pursuant to the ViiV license agreement, we were eligible to receive up to $390.0 million in additional milestone payments as well as double-digit tiered royalties on worldwide product sales. The ViiV license agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We concluded that this arrangement should be accounted for as a single unit of accounting and recognized using the contingency adjusted performance method. The milestone payments did not meet our revenue recognition criteria for immediate recognition and were recognized over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received. The parties had agreed that if ViiV, its affiliates or its sublicenses desired to develop ‘761 for an indication other than HIV, or if ViiV intended to develop any other licensed compound for any indication, the parties would mutually agree on a separate schedule of milestone and royalty payments prior to the start of development. In February 2011, ViiV informed us that the FDA placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.

6. INTANGIBLE ASSET, NET Our intangible asset relates to a settlement agreement entered into by and among us along with our former chief executive officer in his individual capacity, the Universite Montpellier II, or the University of Montpellier, Le Centre National de la Recherche Scientifique, or CNRS, the Board of Trustees of the University of Alabama on behalf of the University of Alabama at Birmingham, or UAB, the University of Alabama at Birmingham Research Foundation, or UABRF, and Emory University as described more fully in Note 9. The settlement agreement, entered into in July 2008 and effective as of June 1, 2008, included a full release of all claims, contractual or otherwise, by the parties. Pursuant to the settlement agreement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis based on worldwide sales of telbivudine, subject to minimum payment obligations aggregating $11.0 million. We are amortizing $15.0 million related to this settlement payment to UAB and related entities over the life of the agreement, or August 2019. The following table is a rollforward of our intangible asset as shown in our condensed consolidated balance sheets:     <table cellspacing="0" cellpadding="0" width="76%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="76%"> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">June 30, 2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">December 31, 2011</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands)</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Beginning balance </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,708</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,843</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Amortization expense </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">(568</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">(1,135</td> <td nowrap="nowrap" valign="bottom">) </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Ending balance </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,140</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,708</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr>  </table> As of June 30, 2012 and December 31, 2011, accumulated amortization was $6.9 million and $6.3 million, respectively. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka®/Sebivo ® (telbivudine) for the treatment of HBV. As a result, we expect to record an impairment charge of $8.1 million during the three month period ending September 30, 2012 as the carrying value of the intangible asset will no longer be recoverable.

7. ACCRUED EXPENSES Accrued expenses consisted of the following:   <table cellspacing="0" cellpadding="0" width="76%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="76%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">June 30, 2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">December 31, 2011</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands)</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Research and development contract costs </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,898</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,425</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Payroll and benefits </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">2,627</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">3,267</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Professional fees </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,347</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">592</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Short-term portion of accrued settlement payment </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">929</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">874</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Other </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,192</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,255</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr> <tr> <td valign="top"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,993</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,413</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr>  </table>

8. SHARE-BASED COMPENSATION The following table shows share-based compensation expense as included in our condensed consolidated statements of operations:   <table cellspacing="0" cellpadding="0" width="92%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="69%"> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Three Months Ended June 30,</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Six Months Ended June 30,</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands)</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands)</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Research and development </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">484</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">280</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">783</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">551</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> General and administrative </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">703</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">352</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,135</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">678</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Total share-based compensation expense </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,187</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">632</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,918</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,229</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr>  </table> The table below illustrates the fair value per share and Black-Scholes option pricing model with the following assumptions used for grants issued:     <table cellspacing="0" cellpadding="0" width="92%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="64%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Three Months Ended June 30,</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Six Months Ended June 30,</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Weighted average fair value of options </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">5.92</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.84</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">7.54</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.14</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Risk-free interest rate </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">0.73</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1.66</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">0.87</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">2.09</td> <td nowrap="nowrap" valign="bottom">% </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Expected dividend yield </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">—  </td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">—  </td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">—  </td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">—  </td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Expected option term (in years) </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.32</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.20</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.32</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.20</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Expected volatility </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">81.4</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">74.4</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">79.3</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">75.0</td> <td nowrap="nowrap" valign="bottom">% </td> </tr>  </table> The expected option term and expected volatility were determined by examining the expected option term and expected volatilities of similarly sized biotechnology companies as well as expected term and expected volatility of our own stock. On March 1, 2012, our board of directors adopted and on June 7, 2012, our stockholders approved the 2012 stock incentive plan, or 2012 plan. The 2012 plan allows for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, performance share awards, restricted stock awards and restricted stock unit awards, or awards. Up to 10.0 million shares of our common stock may be issued pursuant to awards granted under the 2012 plan, plus an additional amount up to 0.5 million shares of our common stock previously authorized for issuance under our 2005 stock incentive plan, or 2005 plan. The 2012 plan replaced our 2005 plan and we will not make new grants under the 2005 plan although all outstanding options granted through June 7, 2012 under the 2005 plan will remain in effect. The following table summarizes option activity under the equity incentive plans:   <table cellspacing="0" cellpadding="0" width="76%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="70%"> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">Number of Shares</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">Weighted Average Exercise Price per Share</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Options outstanding at December 31, 2011 </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">7,578,612</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">6.25</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Granted </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,605,325</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">11.71</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Cancelled </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">(174,495</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">9.84</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Exercised </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">(1,135,577</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">3.79</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Options outstanding at June 30, 2012 </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">7,873,865</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">7.64</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr> <td valign="top"> Options exercisable at June 30, 2012 </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5,228,456</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">7.51</td> <td nowrap="nowrap" valign="bottom"> </td> </tr>  </table> We had an aggregate of $13.6 million of share-based compensation expense as of June 30, 2012 remaining to be amortized over a weighted average expected term of 2.84 years.

9. COMMITMENTS AND CONTINGENCIES Product and Drug Candidates In connection with the resolution of matters relating to certain of our HCV drug candidates, in May 2004, we entered into a settlement agreement with UAB which provides for a milestone payment of $1.0 million to UAB upon receipt of regulatory approval in the United States to market and sell certain HCV products invented or discovered by our former chief executive officer during the period from November 1, 1999 to November 1, 2000. This settlement agreement also provides that we will pay UAB an amount equal to 0.5% of worldwide net sales of such HCV products with a minimum sales-based payment equal to $12.0 million. Currently, there are no such HCV products approved and therefore there was no related liability recorded as of June 30, 2012. We have potential payment obligations under the license agreement with the Universita degli Studi di Cagliari, or the University of Cagliari, pursuant to which we have the exclusive worldwide right to make, use and sell certain HCV and HIV technologies. We made certain payments to the University of Cagliari under these arrangements based on the payments we received under the ViiV and GSK collaboration. As a result of the termination of the ViiV license agreement, we will not receive any additional milestone or royalty payments under the ViiV license agreement and therefore do not expect to make future payments to the University of Cagliari for the patent and patent applications related to ‘761. We are also liable for certain payments to the University of Cagliari if we receive license fees or milestone payments with respect to such technology from a collaborator.   Pursuant to the license agreement between us and UAB, we were granted an exclusive license to the rights that UABRF, an affiliate of UAB, Emory University and CNRS have to a 1995 U.S. patent application and progeny thereof and counterpart patent applications in Europe, Canada, Japan and Australia that cover the use of certain synthetic nucleosides for the treatment of HBV. In July 2008, we entered into a settlement agreement with UAB, UABRF and Emory University relating to our telbivudine technology. Pursuant to this settlement agreement, all contractual disputes relating to patents covering the use of certain synthetic nucleosides for the treatment of HBV and all litigation matters relating to patents and patent applications related to the use of ß-L-2’-deoxy-nucleosides for the treatment of HBV assigned to one or more of Idenix, CNRS and the University of Montpellier and which cover the use of telbivudine (Tyzeka®/Sebivo ®) for the treatment of HBV have been resolved. UAB also agreed to abandon certain continuation patent applications it filed in July 2005. Under the terms of the settlement agreement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis from worldwide sales of telbivudine, subject to minimum payment obligations aggregating $11.0 million. Our payment obligations under the settlement agreement will expire in August 2019. The settlement agreement was effective on June 1, 2008 and included mutual releases of all claims and covenants not to sue among the parties. It also included a release from a third-party scientist who had claimed to have inventorship rights in certain Idenix/CNRS/University of Montpellier patents. Included in the condensed consolidated balance sheet as of June 30, 2012 was a $7.9 million liability related to this settlement agreement. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka®/Sebivo ® (telbivudine) for the treatment of HBV. Novartis is required to reimburse us for our contractual payments to UABRF in connection with our intellectual property related to Tyzeka®/Sebivo ®. In May 2003, we and Novartis entered into an amended and restated agreement with CNRS and the University of Montpellier pursuant to which we worked in collaboration with scientists from CNRS and the University of Montpellier to discover and develop technologies relating to antiviral substances, including telbivudine. This cooperative agreement expired in December 2006, but we retain rights to exploit the patents derived from the collaboration. Under the cooperative agreement, we are obligated to make royalty payments for products derived from such patents, including products for HBV, HCV and HIV. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka®/Sebivo ® (telbivudine) for the treatment of HBV. Novartis is required to reimburse us for our contractual payments to CNRS and the University of Montpellier, subject to our assignment to Novartis of our patent rights under the amended and restated agreement with CNRS and the University of Montpellier within 12 months of the execution of the termination agreement, in connection with our intellectual property related to Tyzeka®/Sebivo ®. Legal Contingency We have been involved in a dispute with the City of Cambridge, Massachusetts and its License Commission pertaining to the level of noise emitted from certain rooftop equipment at our research facility located at 60 Hampshire Street in Cambridge. The License Commission has claimed that we are in violation of the local noise ordinance pertaining to sound emissions, based on a complaint from neighbors living adjacent to the property. We have contested this alleged violation before the License Commission, as well as the Middlesex County, Massachusetts, Superior Court. In July 2010, the License Commission granted us a special variance from the requirements of the local noise ordinance for a period of one-year, effective as of July 1, 2010. In August 2011, the License Commission granted an extension of the July 2010 variance until August 2012. In June 2012, the License Commission granted an extension of the July 2010 variance until the end of our lease term, which is December 2013. We may, however, be required to cease certain activities at the building if: a) the noise emitted from certain rooftop equipment at our research facility exceeds the levels permitted by the special variance; or b) a future legal challenge to the position of the City of Cambridge and the License Commission is unsuccessful. In any such event, we could be required to relocate to another facility which could interrupt some of our business activities and could be time consuming and costly. No estimate of a potential loss can be made and therefore we have not recorded a liability associated with this potential contingent matter.   Indemnification We have agreed to indemnify Novartis and its affiliates against losses suffered as a result of any breach of representations and warranties in the termination agreement, development and commercialization agreement and a stock purchase agreement entered into with Novartis in 2003. Under these agreements with Novartis, we made numerous representations and warranties to Novartis regarding our HBV and HCV drug candidates, including representations regarding our ownership of the inventions and discoveries. If one or more of these representations or warranties were subsequently determined not to be true at the time they were made to Novartis, we would be in breach of one or both of these agreements. In the event of such a breach, Novartis has the right to seek indemnification from us and, under certain circumstances, us and our stockholders who sold shares to Novartis in 2003, which include some of our directors and officers, for damages suffered by Novartis as a result of such breach. While it is possible that we may be required to make payments pursuant to the indemnification obligations we have under these agreements, we cannot reasonably estimate the amount of such payments or the likelihood that such payments would be required. Under the ViiV license agreement and the GSK stock purchase agreement, we have agreed to indemnify ViiV as sublicensee, GSK and their affiliates against losses suffered as a result of our breach of representations and warranties in these agreements. We made numerous representations and warranties to both parties regarding our NNRTI program, including ‘761, as well as representations regarding our ownership of inventions and discoveries. If one or more of these representations or warranties were not true at the time we made them, we would be in breach of these agreements. In the event of a breach, the parties have the right to seek indemnification from us for damages suffered as a result of such breach. While it is possible that we may be required to make payments pursuant to the indemnification obligations we have under these agreements, we cannot reasonably estimate the amount of such payments or the likelihood that such payments would be required.

Revenue Recognition Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, or SAB No. 101, as amended by SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and for revenue arrangements entered into after June 30, 2003, in accordance with the revenue recognition guidance of the FASB. For multiple-element revenue arrangements entered into or materially modified after January 1, 2011, we recognize revenue under Accounting Standard Update No. 2009-13, Multiple-Deliverable Revenue Arrangements, or ASU No. 2009-13. We record revenue provided that there is persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Our revenues are generated primarily through collaborative research, development and/or commercialization agreements. The terms of these agreements typically have included payments to us for non-refundable license fees, milestones, collaborative research and development funding and royalties received from our collaboration partners. Collaboration Revenue—Related Party Development and Commercialization Agreement We entered into the development and commercialization agreement with Novartis which related to the worldwide development and commercialization of our drug candidates in May 2003. In July 2012, the development and commercialization agreement was materially amended and the termination agreement was entered into between us and Novartis. The termination agreement is described in detail in Note 4. Under the development and commercialization agreement, we have received non-refundable license fees, milestones, collaborative research and development funding and royalty payments. This arrangement had several joint committees in which we and Novartis participated. We participated in these committees as a means to govern or protect our interests. The committees spanned the period from early development of a drug candidate through commercialization of any drug candidate licensed by Novartis. As a result of applying the provisions of SAB No. 101, which was the applicable revenue guidance at the time the collaboration was entered into, our revenue recognition policy attributed revenue to the development period of the drug candidates licensed under the development and commercialization agreement. We did not attribute revenue to our involvement in the committees following the commercialization of the licensed products as we determined that our participation on the committees, as such participation relates to the commercialization of drug candidates, was protective. Our determination was based in part on the fact that our expertise is, and has been, the discovery and development of drugs for the treatment of human viral diseases. Novartis, on the other hand, has the considerable commercialization expertise and infrastructure necessary for the commercialization of such drug candidates. Accordingly, we believe our obligation post commercialization was inconsequential. We recognized non-refundable payments over the performance period of our continuing obligations. This period was estimated based on current judgments related to the product development timeline of our licensed drug candidates and was estimated to be through May 2021. This policy is described more fully in Note 4. Upon the grant of options and stock awards under stock incentive plans, with the exception of the 1998 equity incentive plan, as amended, or the 1998 plan, the fair value of our common stock that would be issuable to Novartis, less the exercise price, was recorded as a reduction of the non-refundable payments associated with the Novartis collaboration. The amount was attributed proportionately between cumulative revenue recognized through the current date and the remaining amount of deferred revenue. This policy is described more fully in Note 4. Royalty revenue consisted of revenue earned under the development and commercialization agreement with Novartis for sales of Tyzeka®/Sebivo ®, which was recognized when reported from Novartis. Royalty revenue was equal to a percentage of Tyzeka ®/Sebivo® net sales, with such percentage increasing according to specified tiers of net sales. The royalty percentage varied based on the specified territory and the aggregate dollar amount of net sales. Termination Agreement In July 2012, we and Novartis materially amended the development and commercialization agreement that was established in May 2003, which is considered a material modification under ASU No. 2009-13. As of July 2012, we will recognize revenue related to the termination agreement with Novartis under ASU No. 2009-13 which: a) provides updated guidance on when multiple elements exist, how the elements in an arrangement should be separated and how the arrangement considerations should be allocated to the separate elements; b) requires an entity to allocate arrangement considerations to each element based on a fair value hierarchy, where the selling price for an element is based on vendor-specific objective evidence, or VSOE, if available, or third-party evidence, or TPE, if available and VSOE is not available, or the best estimate of selling price, or BESP, if neither VSOE or TPE is available; and c) eliminates the use of the residual method and requires an entity to allocate arrangement considerations using the selling price hierarchy. We evaluate all deliverables within an arrangement to determine whether or not they provide value to the licensee on a stand-alone basis. If the delivered elements have value to the licensee on a stand-alone basis, the deliverables are separated into units of accounting. If VSOE or TPE is not available to determine the fair value of a deliverable, we determine the BESP associated with the deliverable. The arrangement consideration, including upfront license fees and funding for research and development, is allocated to the separate units based on their relative fair values. Based on the value allocated to each unit of accounting within an arrangement, upfront fees and other guaranteed payments are allocated to each unit based on relative value. The appropriate revenue recognition method is applied to each unit and revenue is accordingly recognized as each unit is delivered. Other Revenue In February 2009, we licensed our non-nucleoside reverse transcriptase inhibitor, or NNRTI, compounds to GlaxoSmithKline, or GSK. This agreement, which we refer to as the ViiV license agreement, was assigned to ViiV Healthcare Company, or ViiV, which is an affiliate of GSK. Under the ViiV license agreement, we granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including human immunodeficiency virus type-1, or HIV, and acquired immune deficiency syndrome, or AIDS. This agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We concluded that this arrangement should be accounted for as a single unit of accounting and recognized as revenue using the contingency adjusted performance method. Under this agreement, we received a non-refundable license fee payment and milestone payments from ViiV. These milestone payments did not meet our revenue recognition criteria for immediate recognition. The non-refundable license fee payment and milestone payments received under the ViiV license agreement were recorded as deferred revenue and were being recognized as revenue over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received. In February 2011, ViiV informed us that the Food and Drug Administration, or FDA, placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.

<table cellspacing="0" cellpadding="0" width="92%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="64%"> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="3%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Three Months Ended June 30,</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Six Months Ended June 30,</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands, Except</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands, Except</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">per Share Data)</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">per Share Data)</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Basic and diluted net loss per common share: </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr> <td valign="top"> Net loss </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(25,395</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(13,909</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(13,945</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(22,145</td> <td nowrap="nowrap" valign="bottom">) </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Basic and diluted weighted average number of common shares outstanding </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">108,372</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">92,737</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">108,061</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">82,982</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Basic and diluted net loss per common share </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.23</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.15</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.13</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">(0.27</td> <td nowrap="nowrap" valign="bottom">) </td> </tr>  </table>

<table cellspacing="0" cellpadding="0" width="76%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="76%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">June 30, 2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">December 31, 2011</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands)</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Research and development contract costs </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">3,898</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">2,425</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Payroll and benefits </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">2,627</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">3,267</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Professional fees </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,347</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">592</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Short-term portion of accrued settlement payment </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">929</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">874</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Other </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,192</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,255</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr> <tr> <td valign="top"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">9,993</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">8,413</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr>  </table>

<table cellspacing="0" cellpadding="0" width="92%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="69%"> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="4%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Three Months Ended June 30,</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Six Months Ended June 30,</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands)</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center">(In Thousands)</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Research and development </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">484</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">280</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">783</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">551</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> General and administrative </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">703</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">352</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,135</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">678</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Total share-based compensation expense </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,187</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">632</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,918</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">1,229</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> </tr>  </table>

<table cellspacing="0" cellpadding="0" width="92%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="64%"> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="7%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Three Months Ended June 30,</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="6" align="center" style="border-bottom:1px solid #000000">Six Months Ended June 30,</td> <td valign="bottom"> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2012</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">2011</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Weighted average fair value of options </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">5.92</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.84</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">7.54</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">2.14</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Risk-free interest rate </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">0.73</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1.66</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">0.87</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">2.09</td> <td nowrap="nowrap" valign="bottom">% </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Expected dividend yield </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">—  </td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">—  </td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">—  </td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">—  </td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Expected option term (in years) </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.32</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.20</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.32</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5.20</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Expected volatility </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">81.4</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">74.4</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">79.3</td> <td nowrap="nowrap" valign="bottom">% </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">75.0</td> <td nowrap="nowrap" valign="bottom">% </td> </tr>  </table>

<table cellspacing="0" cellpadding="0" width="76%" border="0" style="border-collapse:collapse; text-align: left" align="center">  <tr> <td width="70%"> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> <td valign="bottom" width="8%"> </td> <td> </td> <td> </td> <td> </td> </tr> <tr> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">Number of Shares</td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" colspan="2" align="center" style="border-bottom:1px solid #000000">Weighted Average Exercise Price per Share</td> <td valign="bottom"> </td> </tr>   <tr bgcolor="#cceeff"> <td valign="top"> Options outstanding at December 31, 2011 </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">7,578,612</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">6.25</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Granted </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">1,605,325</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">11.71</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Cancelled </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">(174,495</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">9.84</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr> <td valign="top"> Exercised </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">(1,135,577</td> <td nowrap="nowrap" valign="bottom">) </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">3.79</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr bgcolor="#cceeff"> <td valign="top"> Options outstanding at June 30, 2012 </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">7,873,865</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">7.64</td> <td nowrap="nowrap" valign="bottom"> </td> </tr> <tr style="font-size:1px"> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">   </td> <td valign="bottom">   </td> <td> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom"> </td> </tr> <tr> <td valign="top"> Options exercisable at June 30, 2012 </td> <td valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom" align="right">5,228,456</td> <td nowrap="nowrap" valign="bottom"> </td> <td valign="bottom"> </td> <td valign="bottom">$</td> <td valign="bottom" align="right">7.51</td> <td nowrap="nowrap" valign="bottom"> </td> </tr>  </table>

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Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] Option activity under the equity incentive plans Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Options outstanding at June 30, 2012, Number of Shares Options outstanding at December 31, 2011, Number of Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period Cancelled, Number of Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period Exercised, Number of Shares Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Options outstanding, Weighted Average Exercise Price per Share Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price Cancelled, Weighted Average Exercise Price per Share Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price Options exercisable at June 30, 2012, Weighted Average Exercise Price per Share Gross Unrealized Gains Losses in fair Value Gross unrealized gains or losses in fair value Gross unrealized gains (losses) in fair value. Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Stock subscription rights and restricted stock awards Basic and Diluted Weighted Average Number of Common Shares Outstanding Basic and diluted weighted average number of common shares outstanding. Basic and diluted weighted average number of common shares outstanding Novartis [Member] Novartis [Member] Novartis. Schedule of Collaborative Arrangements and Non-collaborative Arrangement Transactions [Table] Legal Entity [Axis] Entity [Domain] Collaborative Arrangements and Non-collaborative Arrangement Transactions [Axis] Collaborative Arrangements and Non-collaborative Arrangement Transactions [Domain] Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] Revenue Recognition, Policy [Policy Text Block] Revenue Recognition Effective Date of Stock Purchase Agreement Effective date of GSK stock purchase agreement Effective date of stock purchase agreement. Viiv Healthcare Company and Glaxosmithkline Collaboration [Member] ViiV Healthcare Company and Glaxosmithkline Collaboration [Member] Viiv healthcare company and glaxosmithkline collaboration. Schedule of Related Party Transactions, by Related Party [Table] Related Party Transactions, by Related Party [Axis] Related Party [Domain] Life of Agreement License agreement, life Life of agreement. Aggregate Share-Based Compensation Expense to be Amortized Share-based compensation expense Aggregate share-based compensation expense to be amortized. Collaborative Arrangement Related Party Disclosure (Textual) [Abstract] Novartis Relationship (Textual) [Abstract] Collaborative arrangement related party disclosure. GSK [Member] GSK stock purchase agreement [Member] GSK. Earnings Per Share, Basic and Diluted [Abstract] Basic and diluted net loss per common share: Earnings Per Share, Diluted, Other Disclosures [Abstract] Potential common shares excluded from calculation of diluted net loss per common share Maturity Period of Cash and Cash Equivalents Maturity period of cash and cash equivalents Maturity period of highly liquid investments for classification of cash and cash equivalents. Minimum Percentage of Common Stock Ownership to Grant Related Party License of Development-Stage Drug Candidates Minimum percentage of common stock ownership to grant related party license of development-stage drug candidates Minimum percentage of common stock ownership to grant related party license of development-stage drug candidates. Aggregate Amount Contingently Payable to Stockholders by Related Party Aggregate amount contingently payable to stockholders by related party Aggregate amount contingently payable to stockholders by related party based on predetermined development milestones agreed upon in collaboration. Minimum Related Party Voting Stock Ownership for Director Election Minimum percentage of voting stock owned for director election Minimum percentage of voting stock owned by related party for nomination of election of director at least one designee of related party according to stockholders' agreement. Shares Issued Pursuant to Underwritten Offering Under Shelf Registration Statement Shares issued pursuant to underwritten offering under shelf registration statement filed with the SEC Shares issued pursuant to underwritten offering under shelf registration statement filed with the SEC. Shares Issued to Related Party Pursuant to Private Placement Agreement Shares issued to related party pursuant to a private placement agreement Shares issued to related party pursuant to private placement agreement. Fair Value of Common Stock Issued at Par Value to Related Party in Exchange of Termination of Stock Subscription Rights Fair Value of the common stock issued at par value to related party in exchange of termination of stock subscription rights Fair Value of the common stock issued at par value to related party in exchange of termination of stock subscription rights. Deferred Revenue Portion of Aggregate Impact of Related Party's Stock Subscription Rights Deferred revenue portion of aggregate impact of related party's stock subscription rights Deferred revenue portion of aggregate impact of related party's stock subscription rights. This amount is recorded as additional paid-in capital. 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Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	6 Months Ended
	May 31, 2004	Jun. 30, 2012
Commitments and Contingencies (Textual) [Abstract]
Payment to UABRF as upfront payment for settlement agreement		$ 4.0
Percentage of payments to third-party based on royalties received		20.00%
Commitments and Contingencies (Additional Textual) [Abstract]
Potential milestone payment related to a settlement agreement with a third-party	1.0
Percentage of payments made towards settlement agreement on net sales		0.50%
Minimum sales-based payment pursuant to settlement agreement		12.0
Liability recorded as a result of a settlement agreement with a third-party		0
Minimum payment obligations related to settlement agreement with third-party		11.0
Maturity date of settlement agreement related to intangible assets		August 2019
Third-party claim in inventorship rights		7.9
UABRF [Member]
Commitments and Contingencies (Textual) [Abstract]
Payment to UABRF as upfront payment for settlement agreement		$ 4.0
Percentage of payments to third-party based on royalties received		20.00%

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VIIV Healthcare Company and Glaxosmithkline Collaboration (Details) (USD $) In Millions, except Per Share data, unless otherwise specified		1 Months Ended		6 Months Ended	1 Months Ended			6 Months Ended
	Mar. 31, 2012	Mar. 31, 2009 ViiV Healthcare Company and Glaxosmithkline Collaboration [Member]	Jun. 30, 2012 ViiV Healthcare Company and Glaxosmithkline Collaboration [Member]	Jun. 30, 2012 GSK stock purchase agreement [Member]	Nov. 30, 2010 ViiV license agreement [Member]	May 31, 2010 ViiV license agreement [Member]	Mar. 31, 2009 ViiV license agreement [Member]	Jun. 30, 2012 ViiV license agreement [Member]
ViiV Healthcare Company and Glaxosmithkline Collaboration (Textual) [Abstract]
Common stock purchased under collaboration agreement				2.5
Aggregate purchase price of common stock under collaboration agreement				$ 17.0
Purchase price of common stock under collaboration agreement, per share				$ 6.87
Effective date of GSK stock purchase agreement				March 2009
Net receipt related to collaboration with ViiV and GSK		34.0
License fee payment received under ViiV license agreement							17.0
Milestone payment received related to ViiV license agreement					20.0	6.5
Potential additional maximum milestone payments received related to ViiV license agreement					390.0
License agreement, life								17 years
ViiV license agreement, terminated date								March 15, 2012
Recognized deferred collaboration revenue	$ 36.1		$ 36.1

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Novartis Relationship

6 Months Ended

Jun. 30, 2012

Novartis Relationship [Abstact]

NOVARTIS RELATIONSHIP

4. NOVARTIS RELATIONSHIP

Collaboration with Novartis

The collaboration entered into in May 2003 included the following agreements and transactions:

•

the development and commercialization agreement, under which we collaborated with Novartis to develop, manufacture and commercialize drug candidates which Novartis licensed from us;

•

Termination Agreement

Termination of Novartis’ Option to License our Development Stage Drug Candidates

Novartis’ Non-Exclusive License to Conduct Combination Trials

Product Sales of Tyzeka ^®/Sebivo^® for the Treatment of the Hepatitis B Virus

Termination or Breach by Either Party

Indemnification

Future Agreements and Possible Competition with Novartis

Stock Purchase Agreement

Second Amended and Restated Stockholders’ Agreement

On July 31, 2012, we, Novartis and certain other stockholders entered into a second amended and restated stockholders’ agreement which includes the terms as described below.

Novartis’ Registration Rights

Corporate Governance Rights

Novartis’ Stock Subscription Rights

•

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Share-Based Compensation (Details) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 6 Months Ended

Jun. 30, 2012

Jun. 30, 2011

Jun. 30, 2012

Jun. 30, 2011

Share-based compensation expense in condensed consolidated statements of operations

Total share-based compensation expense $ 1,187 $ 632 $ 1,918 $ 1,229

Research and development [Member]

Share-based compensation expense in condensed consolidated statements of operations

Total share-based compensation expense 484 280 783 551

General and administrative [Member]

Share-based compensation expense in condensed consolidated statements of operations

Total share-based compensation expense $ 703 $ 352 $ 1,135 $ 678

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Accrued Expenses (Details) (USD $)
In Thousands, unless otherwise specified

Jun. 30, 2012

Dec. 31, 2011

Components of accrued expenses

Research and development contract costs $ 3,898 $ 2,425

Payroll and benefits 2,627 3,267

Professional fees 1,347 592

Short-term portion of accrued settlement payment 929 874

Other 1,192 1,255

Total accrued expenses $ 9,993 $ 8,413

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Share-Based Compensation (Details 1) (USD $)
3 Months Ended 6 Months Ended

Jun. 30, 2012

Jun. 30, 2011

Jun. 30, 2012

Jun. 30, 2011

Fair value per share and Black-Scholes option pricing model

Weighted average fair value of options $ 5.92 $ 2.84 $ 7.54 $ 2.14

Risk-free interest rate 0.73% 1.66% 0.87% 2.09%

Expected dividend yield

Expected option term (in years) 5 years 3 months 26 days 5 years 2 months 12 days 5 years 3 months 26 days 5 years 2 months 12 days

Expected volatility 81.40% 74.40% 79.30% 75.00%

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Share-Based Compensation (Details 2) (USD $)
6 Months Ended

Jun. 30, 2012

Dec. 31, 2011

Option activity under the equity incentive plans

Options outstanding at December 31, 2011, Number of Shares 7,578,612

Granted, Number of Shares 1,605,325

Granted, Weighted Average Exercise Price per Share $ 11.71

Cancelled, Number of Shares (174,495)

Cancelled, Weighted Average Exercise Price per Share $ 9.84

Exercised, Number of Shares (1,135,577)

Exercised, Weighted Average Exercise Price per Share $ 3.79

Options outstanding at June 30, 2012, Number of Shares 7,873,865

Options outstanding, Weighted Average Exercise Price per Share $ 7.64 $ 6.25

Options exercisable at June 30, 2012, Number of Shares 5,228,456

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Net Loss Per Common Share
6 Months Ended

Jun. 30, 2012

Net Loss Per Common Share [Abstract]

NET LOSS PER COMMON SHARE
3. NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed by dividing the net loss available to common stockholders by the weighted average number of common shares and other potential common shares then outstanding. Potential common shares consist of common shares issuable upon the assumed exercise of outstanding stock options (using the treasury stock method) and the issuance of contingently issuable shares subject to Novartis’ stock subscription rights (Note 4) and restricted stock awards.

Three Months Ended June 30, Six Months Ended June 30,

2012 2011 2012 2011

(In Thousands, Except (In Thousands, Except

per Share Data) per Share Data)

Basic and diluted net loss per common share:

Net loss
$ (25,395 ) $ (13,909 ) $ (13,945 ) $ (22,145 )

Basic and diluted weighted average number of common shares outstanding
108,372 92,737 108,061 82,982

Basic and diluted net loss per common share
$ (0.23 ) $ (0.15 ) $ (0.13 ) $ (0.27 )

The following potential common shares were excluded from the calculation of diluted net loss per common share because their effect was anti-dilutive:

Three and Six Months Ended

June 30,

2012 2011

(In Thousands)

Options
7,874 7,935

Contingently issuable shares to related party
2,138 1,759

10,012 9,694

In addition to the contingently issuable shares to related party listed in the table above, Novartis could be entitled to additional shares under its stock subscription rights which would be anti-dilutive in future periods based on our current stock price.

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Share-Based Compensation (Details Textual) (USD $)
In Millions, unless otherwise specified
6 Months Ended

Jun. 30, 2012

Share-Based Compensation (Additional Textual) [Abstract]

Share-based compensation expense 13.6

Weighted average expected term 2 years 10 months 2 days

2012 stock incentive plan [Member]

Shared-Based Compensation (Textual) [Abstract]

Common stock issued under stock incentive plans pursuant to awards granted 10.0

2005 stock incentive plan [Member]

Shared-Based Compensation (Textual) [Abstract]

Common stock issued under stock incentive plans pursuant to awards granted 0.5

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Condensed Consolidated Balance Sheets (Unaudited) (USD $)
In Thousands, unless otherwise specified

Jun. 30, 2012

Dec. 31, 2011

Current assets:

Cash and cash equivalents $ 79,309 $ 118,271

Restricted cash 411

Receivables from related party 1,300 1,157

Other current assets 2,579 3,999

Total current assets 83,188 123,838

Intangible asset, net 8,140 8,708

Property and equipment, net 4,088 4,696

Restricted cash 750 750

Other assets 3,673 3,052

Total assets 99,839 141,044

Current liabilities:

Accounts payable 2,512 2,886

Accrued expenses 9,993 8,413

Deferred revenue 36,068

Deferred revenue, related party 2,772 2,897

Other current liabilities 536 261

Total current liabilities 15,813 50,525

Other long-term liabilities 10,204 10,640

Deferred revenue, net of current portion 4,272 4,272

Deferred revenue, related party, net of current portion 21,947 24,382

Total liabilities 52,236 89,819

Commitments and contingencies (Note 9)

Stockholders' equity:

Common stock, $0.001 par value; 200,000,000 shares authorized at June 30, 2012 and December 31, 2011; 108,438,933 and 107,218,463 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively 108 107

Additional paid-in capital 737,042 726,468

Accumulated other comprehensive income 113 365

Accumulated deficit (689,660) (675,715)

Total stockholders' equity 47,603 51,225

Total liabilities and stockholders' equity $ 99,839 $ 141,044

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Business Overview
6 Months Ended

Jun. 30, 2012

Business Overview [Abstract]

BUSINESS OVERVIEW
1. BUSINESS OVERVIEW

Overview

Idenix Pharmaceuticals, Inc., which we refer to together with our wholly owned subsidiaries as Idenix, we, us or our, is a biopharmaceutical company engaged in the discovery and development of drugs for the treatment of human viral diseases with operations in the United States and France. Currently, our primary research and development focus is on the treatment of patients with hepatitis C virus, or HCV, using nucleoside/nucleotide polymerase inhibitors and NS5A inhibitors.

We entered into a collaboration with Novartis Pharma AG, or Novartis, relating to the worldwide development and commercialization of our drug candidates in May 2003, which we refer to as the development and commercialization agreement. In July 2012, we and Novartis materially amended the collaboration and executed a termination and revised relationship agreement, which we refer to as the termination agreement. In May 2003, we also entered into the stockholders’ agreement with Novartis, which we refer to as the stockholders’ agreement. In July 2012, we amended this agreement, which we refer to as the second amended and restated stockholders’ agreement. These agreements are described more fully in Note 4.

We have incurred losses in each year since our inception and at June 30, 2012, we had an accumulated deficit of $689.7 million. We expect to incur losses over the next several years as we continue to expand our drug discovery and development efforts. As a result of continuing losses, we may seek additional funding through a combination of public or private financing, collaborative relationships or other arrangements and we may seek a partner who will assist in the future development and commercialization of our drug candidates. In July 2012, we filed a universal, automatically effective, well-known seasoned issuer shelf registration statement with the Securities and Exchange Commission, or SEC, for the issuance, in one or more public offerings, of common stock, debt securities and other securities at prices and on terms to be determined at the time of the applicable offering. In August 2012, we issued approximately 25.3 million shares of our common stock under this new shelf registration and received $190.6 million in net proceeds. Additional funding may not be available to us or, if available, may not be on terms favorable to us. Further, any additional equity financing may be dilutive to stockholders, other than Novartis, which has the right to maintain its current ownership level. Following the completion of our offering in August 2012, Novartis owned approximately 25% of our common stock. In accordance with the terms of the second amended and restated stockholders’ agreement, Novartis has the right to purchase from us up to 7.8 million shares of our common stock for 30 days following this offering in order to maintain its ownership level immediately prior to the offering, which was approximately 31%.

We believe that our current cash, cash equivalents and the net proceeds of $190.6 million from our underwritten offering will be sufficient to sustain operations through at least March 31, 2014. If we are unable to obtain adequate financing on a timely basis, we could be required to delay, reduce or eliminate one or more of our drug development programs, enter into new collaborative, strategic alliances or licensing arrangements that may not be favorable to us and reduce the number of our employees. We are subject to risks common to companies in the biopharmaceutical industry including, but not limited to, the successful development of products, clinical trial uncertainty, regulatory approval, fluctuations in operating results and financial risks, potential need for additional funding, protection of proprietary technology and patent risks, compliance with government regulations, dependence on key personnel and collaboration partners, competition, technological and medical risks and management of growth.

Basis of Presentation

The condensed consolidated financial statements reflect the operations of Idenix Pharmaceuticals, Inc. and our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

The accompanying condensed consolidated financial statements are unaudited and have been prepared by us in accordance with generally accepted accounting principles in the United States of America, or GAAP, for interim reporting. Accordingly, these interim financial statements do not include all the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2011, which are included in our Annual Report on Form 10-K filed with the SEC on March 6, 2012. These interim financial statements are unaudited, but in the opinion of management, reflect all adjustments (including normal recurring accruals) necessary for a fair statement of the financial position and results of operations for the interim periods presented. The year ended consolidated balance sheet data presented for comparative purposes was derived from audited financial statements, but does not include all disclosures required by GAAP.

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and judgments that may affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, judgments and methodologies, including those related to revenue recognition, our collaborative relationships, clinical trial expenses, impairment and amortization of long-lived assets including intangible assets, share-based compensation, income taxes including the valuation allowance for deferred tax assets, contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions.

The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for any future period or the fiscal year ending December 31, 2012.

Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The amendments in this update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Although we are still evaluating the impact of this standard, we do not expect its adoption to have a material impact on our financial position or results of our operations.

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Net Loss Per Common Share (Details) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended

Jun. 30, 2012

Jun. 30, 2011

Jun. 30, 2012

Jun. 30, 2011

Basic and diluted net loss per common share:

Net loss $ (25,395) $ (13,909) $ (13,945) $ (22,145)

Basic and diluted weighted average number of common shares outstanding 108,372 92,737 108,061 82,982

Basic and diluted net loss per common share $ (0.23) $ (0.15) $ (0.13) $ (0.27)

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Novartis Relationship (Details) (USD $)
Share data in Millions, except Per Share data, unless otherwise specified
1 Months Ended 3 Months Ended 6 Months Ended 1 Months Ended 3 Months Ended 6 Months Ended 1 Months Ended

Oct. 31, 2011

Jul. 31, 2004

May 31, 2004

Jun. 30, 2012

Jun. 30, 2011

Jun. 30, 2012

Jun. 30, 2011

Dec. 31, 2011

Nov. 30, 2011

Novartis [Member]

Oct. 31, 2011

Novartis [Member]

Apr. 30, 2011

Novartis [Member]

Jul. 31, 2004

Novartis [Member]

May 31, 2003

Novartis [Member]

Jun. 30, 2012

Novartis [Member]

Jun. 30, 2011

Novartis [Member]

Jun. 30, 2012

Novartis [Member]

Jun. 30, 2011

Novartis [Member]

Dec. 31, 2011

Novartis [Member]

Apr. 30, 2012

Novartis [Member]

Chief financial officer [Member]

Apr. 30, 2011

Novartis [Member]

Prior to amendment [Member]

Novartis Relationship (Textual) [Abstract]

Percentage of outstanding capital stock from stockholders 54.00% 54.00%

Amount of outstanding capital stock from stockholders $ 255,000,000 $ 255,000,000

Contingency payment to stockholders 357,000,000

Minimum percentage of voting stock owned for director election 30.00% 30.00% 35.00%

Deferred revenue from Novartis under development and commercialization agreement 117,200,000

Deferred revenue, related party, recognized 800,000 800,000 1,600,000 1,600,000

Agreement of royalty payable ten years after the first commercial sale of a product

Reduced rate of royalty after the expiration of patent rights one-half

Royalty revenue - related party 1,300,000 1,200,000 2,500,000 2,200,000

Receivables from related party 1,300,000 1,300,000 1,157,000 1,300,000 1,300,000 1,200,000

Minimum period for termination of agreement 30 days

Negotiation obligation period for parties 180 days

Percentage of capital stock outstanding purchased by Novartis in May 2003 54.00%

Cash received from purchase of Capital stock outstanding by Novartis in May 2003 255,000,000

Aggregate amount contingently payable to stockholders by related party 357,000,000

Percentage of voting stock held by two designees of Novartis and its affiliates 30.00% 30.00%

Percentage of voting stock held by one designees of Novartis and its affiliates 19.40% 19.40%

Percentage of voting stock held by one designees of Novartis and its affiliates under second agreement 15.00% 15.00%

Right to purchase of shares under stockholders agreement $ 0.001 $ 0.001 $ 0.001 $ 0.001 $ 0.001

Minimum number of related party designees to be nominated for election as directors 2

Period for related party to purchase shares in connection with acquisition or in-licensing 24 months

Premium to the consideration per share paid by others 10.00% 10.00%

Common stock subscription rights terminated 1.4

Shares issued in exchange of termination of rights 1.1

Exchange of termination right to purchase price for common stock shares issued $ 0.001

Fair Value of the common stock issued at par value to related party in exchange of termination of stock subscription rights 15,400,000

Aggregate impact of related party tock subscription rights 26,900,000 26,900,000

Deferred revenue portion of aggregate impact of related party's stock subscription rights 6,600,000 6,600,000

License fee revenue portion of aggregate impact of related party's stock subscription rights 20,300,000 20,300,000

Impact on additional paid-in capital as a result of related party's stock subscription rights 700,000 2,200,000 4,000,000 0

Impact on deferred revenue as a result of related party's stock subscription rights 100,000 700,000 1,000,000 0

Impact on license fee revenue as a result of related party's stock subscription rights 600,000 1,500,000 3,000,000 0

Minimum percentage of voting stock owned and affiliates for director election 19.40% 19.40%

Minimum interest rate issuance of capital shares 31.00% 30.00%

Shares issued pursuant to underwritten offering under shelf registration statement filed with the SEC 21.1

Shares issued to related party pursuant to a private placement agreement 1.8

Net proceeds from shares issued pursuant to underwritten offering under shelf registration statement filed with the SEC 60,200,000

Minimum percentage of common stock ownership to grant related party license of development-stage drug candidates 30.00% 40.00%

Minimum percentage of related party ownership for consent requirement of selection and appointment of Chief financial officer by related party 30.00% 40.00%

Percentage of issuance of common stock in connection with acquisition or in-licensing of technology in which our related party has the right to purchase, at par value, such number of shares as is required to maintain its percentage ownership 5.00% 5.00%

Maximum shares of common stock 150,000,000 150,000,000

Issue of common stock shares pursuant to underwritten offering 10.8

Underwritten offering net proceeds $ 65,800,000

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Summary of Significant Accounting Policies
6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, or SAB No. 101, as amended by SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and for revenue arrangements entered into after June 30, 2003, in accordance with the revenue recognition guidance of the FASB. For multiple-element revenue arrangements entered into or materially modified after January 1, 2011, we recognize revenue under Accounting Standard Update No. 2009-13, Multiple-Deliverable Revenue Arrangements, or ASU No. 2009-13. We record revenue provided that there is persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Our revenues are generated primarily through collaborative research, development and/or commercialization agreements. The terms of these agreements typically have included payments to us for non-refundable license fees, milestones, collaborative research and development funding and royalties received from our collaboration partners.

Collaboration Revenue—Related Party

Development and Commercialization Agreement

We entered into the development and commercialization agreement with Novartis which related to the worldwide development and commercialization of our drug candidates in May 2003. In July 2012, the development and commercialization agreement was materially amended and the termination agreement was entered into between us and Novartis. The termination agreement is described in detail in Note 4.

Under the development and commercialization agreement, we have received non-refundable license fees, milestones, collaborative research and development funding and royalty payments. This arrangement had several joint committees in which we and Novartis participated. We participated in these committees as a means to govern or protect our interests. The committees spanned the period from early development of a drug candidate through commercialization of any drug candidate licensed by Novartis. As a result of applying the provisions of SAB No. 101, which was the applicable revenue guidance at the time the collaboration was entered into, our revenue recognition policy attributed revenue to the development period of the drug candidates licensed under the development and commercialization agreement. We did not attribute revenue to our involvement in the committees following the commercialization of the licensed products as we determined that our participation on the committees, as such participation relates to the commercialization of drug candidates, was protective. Our determination was based in part on the fact that our expertise is, and has been, the discovery and development of drugs for the treatment of human viral diseases. Novartis, on the other hand, has the considerable commercialization expertise and infrastructure necessary for the commercialization of such drug candidates. Accordingly, we believe our obligation post commercialization was inconsequential.

We recognized non-refundable payments over the performance period of our continuing obligations. This period was estimated based on current judgments related to the product development timeline of our licensed drug candidates and was estimated to be through May 2021. This policy is described more fully in Note 4.

Upon the grant of options and stock awards under stock incentive plans, with the exception of the 1998 equity incentive plan, as amended, or the 1998 plan, the fair value of our common stock that would be issuable to Novartis, less the exercise price, was recorded as a reduction of the non-refundable payments associated with the Novartis collaboration. The amount was attributed proportionately between cumulative revenue recognized through the current date and the remaining amount of deferred revenue. This policy is described more fully in Note 4.

Royalty revenue consisted of revenue earned under the development and commercialization agreement with Novartis for sales of Tyzeka^®/Sebivo^®, which was recognized when reported from Novartis. Royalty revenue was equal to a percentage of Tyzeka^®/Sebivo^® net sales, with such percentage increasing according to specified tiers of net sales. The royalty percentage varied based on the specified territory and the aggregate dollar amount of net sales.

Termination Agreement

In July 2012, we and Novartis materially amended the development and commercialization agreement that was established in May 2003, which is considered a material modification under ASU No. 2009-13. As of July 2012, we will recognize revenue related to the termination agreement with Novartis under ASU No. 2009-13 which: a) provides updated guidance on when multiple elements exist, how the elements in an arrangement should be separated and how the arrangement considerations should be allocated to the separate elements; b) requires an entity to allocate arrangement considerations to each element based on a fair value hierarchy, where the selling price for an element is based on vendor-specific objective evidence, or VSOE, if available, or third-party evidence, or TPE, if available and VSOE is not available, or the best estimate of selling price, or BESP, if neither VSOE or TPE is available; and c) eliminates the use of the residual method and requires an entity to allocate arrangement considerations using the selling price hierarchy.

We evaluate all deliverables within an arrangement to determine whether or not they provide value to the licensee on a stand-alone basis. If the delivered elements have value to the licensee on a stand-alone basis, the deliverables are separated into units of accounting. If VSOE or TPE is not available to determine the fair value of a deliverable, we determine the BESP associated with the deliverable. The arrangement consideration, including upfront license fees and funding for research and development, is allocated to the separate units based on their relative fair values. Based on the value allocated to each unit of accounting within an arrangement, upfront fees and other guaranteed payments are allocated to each unit based on relative value. The appropriate revenue recognition method is applied to each unit and revenue is accordingly recognized as each unit is delivered.

Other Revenue

In February 2009, we licensed our non-nucleoside reverse transcriptase inhibitor, or NNRTI, compounds to GlaxoSmithKline, or GSK. This agreement, which we refer to as the ViiV license agreement, was assigned to ViiV Healthcare Company, or ViiV, which is an affiliate of GSK. Under the ViiV license agreement, we granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including human immunodeficiency virus type-1, or HIV, and acquired immune deficiency syndrome, or AIDS. This agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We

concluded that this arrangement should be accounted for as a single unit of accounting and recognized as revenue using the contingency adjusted performance method. Under this agreement, we received a non-refundable license fee payment and milestone payments from ViiV. These milestone payments did not meet our revenue recognition criteria for immediate recognition. The non-refundable license fee payment and milestone payments received under the ViiV license agreement were recorded as deferred revenue and were being recognized as revenue over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received.

In February 2011, ViiV informed us that the Food and Drug Administration, or FDA, placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with a maturity date of 90 days or less at the date of purchase to be cash equivalents.

In connection with certain of our operating lease commitments, we issued letters of credit collateralized by cash deposits that were classified as restricted cash on the condensed consolidated balance sheets. Restricted cash amounts have been classified as current or non-current based on the expected release date of the restrictions. In the first quarter of 2012, a $0.4 million letter of credit was cancelled and released due to the termination of an operating lease in December 2011.

Fair Value Measurements

Our financial statements include assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions.

At June 30, 2012 and December 31, 2011, we had $54.7 million and $102.6 million, respectively, invested in money market funds. Our money market investments have calculated net asset values and are therefore classified as Level 2. There were no Level 3 assets held at fair value at June 30, 2012 or at December 31, 2011. There were no gross unrealized gains or losses for the three and six months ended June 30, 2012 or 2011.

Share-Based Compensation

We recognize share-based compensation for employees and directors using a fair value based method that results in expense being recognized in our condensed consolidated financial statements.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)

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Dec. 31, 2011

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Right to purchase of shares under stockholders agreement $ 0.001 $ 0.001

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XML 36 R18.htm IDEA: XBRL DOCUMENT v2.4.0.6

Accrued Expenses (Tables)
6 Months Ended

Jun. 30, 2012

Accrued Expenses [Abstract]

Components of accrued expenses

June 30,
2012 December 31,
2011

(In Thousands)

Research and development contract costs
$ 3,898 $ 2,425

Payroll and benefits
2,627 3,267

Professional fees
1,347 592

Short-term portion of accrued settlement payment
929 874

Other
1,192 1,255

$ 9,993 $ 8,413

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Tabular disclosure of the components of accrued liabilities.

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Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (USD $)
In Thousands, except Per Share data, unless otherwise specified
3 Months Ended 6 Months Ended

Jun. 30, 2012

Jun. 30, 2011

Jun. 30, 2012

Jun. 30, 2011

Revenues:

Collaboration revenue - related party $ 1,438 $ 388 $ 1,015 $ 3,733

Other revenue 656 36,068 1,312

Total revenues 1,438 1,044 37,083 5,045

Operating expenses:

Cost of revenues 623 590 1,793 1,136

Research and development 20,542 10,257 39,135 18,339

General and administrative 5,861 4,480 10,635 8,394

Total operating expenses 27,026 15,327 51,563 27,869

Loss from operations (25,588) (14,283) (14,480) (22,824)

Other income, net 193 374 536 680

Loss before income taxes (25,395) (13,909) (13,944) (22,144)

Income tax expense (1) (1)

Net loss (25,395) (13,909) (13,945) (22,145)

Basic and diluted net loss per common share $ (0.23) $ (0.15) $ (0.13) $ (0.27)

Shares used in computing basic and diluted net loss per common share 108,372 92,737 108,061 82,982

Comprehensive loss:

Net loss (25,395) (13,909) (13,945) (22,145)

Changes in other comprehensive income:

Foreign currency translation adjustment (460) 115 (252) 393

Comprehensive loss $ (25,855) $ (13,794) $ (14,197) $ (21,752)

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Accrued Expenses
6 Months Ended

Jun. 30, 2012

Accrued Expenses [Abstract]

ACCRUED EXPENSES
7. ACCRUED EXPENSES

Accrued expenses consisted of the following:

June 30,
2012 December 31,
2011

(In Thousands)

Research and development contract costs
$ 3,898 $ 2,425

Payroll and benefits
2,627 3,267

Professional fees
1,347 592

Short-term portion of accrued settlement payment
929 874

Other
1,192 1,255

$ 9,993 $ 8,413

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Intangible Asset, Net
6 Months Ended

Jun. 30, 2012

Intangible Asset, Net [Abstract]

INTANGIBLE ASSET, NET
6. INTANGIBLE ASSET, NET

Our intangible asset relates to a settlement agreement entered into by and among us along with our former chief executive officer in his individual capacity, the Universite Montpellier II, or the University of Montpellier, Le Centre National de la Recherche Scientifique, or CNRS, the Board of Trustees of the University of Alabama on behalf of the University of Alabama at Birmingham, or UAB, the University of Alabama at Birmingham Research Foundation, or UABRF, and Emory University as described more fully in Note 9. The settlement agreement, entered into in July 2008 and effective as of June 1, 2008, included a full release of all claims, contractual or otherwise, by the parties.

Pursuant to the settlement agreement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis based on worldwide sales of telbivudine, subject to minimum payment obligations aggregating $11.0 million. We are amortizing $15.0 million related to this settlement payment to UAB and related entities over the life of the agreement, or August 2019.

The following table is a rollforward of our intangible asset as shown in our condensed consolidated balance sheets:

June 30,
2012 December 31,
2011

(In Thousands)

Beginning balance
$ 8,708 $ 9,843

Amortization expense
(568 ) (1,135 )

Ending balance
$ 8,140 $ 8,708

As of June 30, 2012 and December 31, 2011, accumulated amortization was $6.9 million and $6.3 million, respectively.

Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo ^® (telbivudine) for the treatment of HBV. As a result, we expect to record an impairment charge of $8.1 million during the three month period ending September 30, 2012 as the carrying value of the intangible asset will no longer be recoverable.

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Net Loss Per Common Share (Details 1)
3 Months Ended 6 Months Ended

Jun. 30, 2012

Jun. 30, 2011

Jun. 30, 2012

Jun. 30, 2011

Potential common shares excluded from calculation of diluted net loss per common share

Potential common shares excluded from calculation of diluted net loss per common share 10,012 9,694 10,012 9,694

Options [Member]

Potential common shares excluded from calculation of diluted net loss per common share

Potential common shares excluded from calculation of diluted net loss per common share 7,874 7,935 7,874 7,935

Contingently issuable shares to related party [Member]

Potential common shares excluded from calculation of diluted net loss per common share

Potential common shares excluded from calculation of diluted net loss per common share 2,138 1,759 2,138 1,759

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Share-Based Compensation (Tables)
6 Months Ended

Jun. 30, 2012

Share-Based Compensation [Abstract]

Share-based compensation expense in condensed consolidated statements of operations

Three Months Ended June 30, Six Months Ended June 30,

2012 2011 2012 2011

(In Thousands) (In Thousands)

Research and development
$ 484 $ 280 $ 783 $ 551

General and administrative
703 352 1,135 678

Total share-based compensation expense
$ 1,187 $ 632 $ 1,918 $ 1,229

Fair value per share and Black-Scholes option pricing model

Three Months Ended June 30, Six Months Ended June 30,

2012 2011 2012 2011

Weighted average fair value of options
$ 5.92 $ 2.84 $ 7.54 $ 2.14

Risk-free interest rate
0.73 % 1.66 % 0.87 % 2.09 %

Expected dividend yield
— — — —

Expected option term (in years)
5.32 5.20 5.32 5.20

Expected volatility
81.4 % 74.4 % 79.3 % 75.0 %

Option activity under the equity incentive plans

Number of
Shares Weighted
Average Exercise
Price per Share

Options outstanding at December 31, 2011
7,578,612 $ 6.25

Granted
1,605,325 $ 11.71

Cancelled
(174,495 ) $ 9.84

Exercised
(1,135,577 ) $ 3.79

Options outstanding at June 30, 2012
7,873,865 $ 7.64

Options exercisable at June 30, 2012
5,228,456 $ 7.51

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Summary of Significant Accounting Policies (Policies)
6 Months Ended

Jun. 30, 2012

Summary of Significant Accounting Policies [Abstract]

Recent Accounting Pronouncements
Recent Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The amendments in this update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Although we are still evaluating the impact of this standard, we do not expect its adoption to have a material impact on our financial position or results of our operations.

Revenue Recognition
Revenue Recognition

Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, or SAB No. 101, as amended by SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and for revenue arrangements entered into after June 30, 2003, in accordance with the revenue recognition guidance of the FASB. For multiple-element revenue arrangements entered into or materially modified after January 1, 2011, we recognize revenue under Accounting Standard Update No. 2009-13, Multiple-Deliverable Revenue Arrangements, or ASU No. 2009-13. We record revenue provided that there is persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured.

Our revenues are generated primarily through collaborative research, development and/or commercialization agreements. The terms of these agreements typically have included payments to us for non-refundable license fees, milestones, collaborative research and development funding and royalties received from our collaboration partners.

Collaboration Revenue—Related Party

Development and Commercialization Agreement

We entered into the development and commercialization agreement with Novartis which related to the worldwide development and commercialization of our drug candidates in May 2003. In July 2012, the development and commercialization agreement was materially amended and the termination agreement was entered into between us and Novartis. The termination agreement is described in detail in Note 4.

Under the development and commercialization agreement, we have received non-refundable license fees, milestones, collaborative research and development funding and royalty payments. This arrangement had several joint committees in which we and Novartis participated. We participated in these committees as a means to govern or protect our interests. The committees spanned the period from early development of a drug candidate through commercialization of any drug candidate licensed by Novartis. As a result of applying the provisions of SAB No. 101, which was the applicable revenue guidance at the time the collaboration was entered into, our revenue recognition policy attributed revenue to the development period of the drug candidates licensed under the development and commercialization agreement. We did not attribute revenue to our involvement in the committees following the commercialization of the licensed products as we determined that our participation on the committees, as such participation relates to the commercialization of drug candidates, was protective. Our determination was based in part on the fact that our expertise is, and has been, the discovery and development of drugs for the treatment of human viral diseases. Novartis, on the other hand, has the considerable commercialization expertise and infrastructure necessary for the commercialization of such drug candidates. Accordingly, we believe our obligation post commercialization was inconsequential.

We recognized non-refundable payments over the performance period of our continuing obligations. This period was estimated based on current judgments related to the product development timeline of our licensed drug candidates and was estimated to be through May 2021. This policy is described more fully in Note 4.

Upon the grant of options and stock awards under stock incentive plans, with the exception of the 1998 equity incentive plan, as amended, or the 1998 plan, the fair value of our common stock that would be issuable to Novartis, less the exercise price, was recorded as a reduction of the non-refundable payments associated with the Novartis collaboration. The amount was attributed proportionately between cumulative revenue recognized through the current date and the remaining amount of deferred revenue. This policy is described more fully in Note 4.

Royalty revenue consisted of revenue earned under the development and commercialization agreement with Novartis for sales of Tyzeka^®/Sebivo^®, which was recognized when reported from Novartis. Royalty revenue was equal to a percentage of Tyzeka^®/Sebivo^® net sales, with such percentage increasing according to specified tiers of net sales. The royalty percentage varied based on the specified territory and the aggregate dollar amount of net sales.

Termination Agreement

In July 2012, we and Novartis materially amended the development and commercialization agreement that was established in May 2003, which is considered a material modification under ASU No. 2009-13. As of July 2012, we will recognize revenue related to the termination agreement with Novartis under ASU No. 2009-13 which: a) provides updated guidance on when multiple elements exist, how the elements in an arrangement should be separated and how the arrangement considerations should be allocated to the separate elements; b) requires an entity to allocate arrangement considerations to each element based on a fair value hierarchy, where the selling price for an element is based on vendor-specific objective evidence, or VSOE, if available, or third-party evidence, or TPE, if available and VSOE is not available, or the best estimate of selling price, or BESP, if neither VSOE or TPE is available; and c) eliminates the use of the residual method and requires an entity to allocate arrangement considerations using the selling price hierarchy.

We evaluate all deliverables within an arrangement to determine whether or not they provide value to the licensee on a stand-alone basis. If the delivered elements have value to the licensee on a stand-alone basis, the deliverables are separated into units of accounting. If VSOE or TPE is not available to determine the fair value of a deliverable, we determine the BESP associated with the deliverable. The arrangement consideration, including upfront license fees and funding for research and development, is allocated to the separate units based on their relative fair values. Based on the value allocated to each unit of accounting within an arrangement, upfront fees and other guaranteed payments are allocated to each unit based on relative value. The appropriate revenue recognition method is applied to each unit and revenue is accordingly recognized as each unit is delivered.

Other Revenue

In February 2009, we licensed our non-nucleoside reverse transcriptase inhibitor, or NNRTI, compounds to GlaxoSmithKline, or GSK. This agreement, which we refer to as the ViiV license agreement, was assigned to ViiV Healthcare Company, or ViiV, which is an affiliate of GSK. Under the ViiV license agreement, we granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including human immunodeficiency virus type-1, or HIV, and acquired immune deficiency syndrome, or AIDS. This agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We

concluded that this arrangement should be accounted for as a single unit of accounting and recognized as revenue using the contingency adjusted performance method. Under this agreement, we received a non-refundable license fee payment and milestone payments from ViiV. These milestone payments did not meet our revenue recognition criteria for immediate recognition. The non-refundable license fee payment and milestone payments received under the ViiV license agreement were recorded as deferred revenue and were being recognized as revenue over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received.

In February 2011, ViiV informed us that the Food and Drug Administration, or FDA, placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.

Cash and Cash Equivalents
Cash and Cash Equivalents

We consider all highly liquid investments purchased with a maturity date of 90 days or less at the date of purchase to be cash equivalents.

In connection with certain of our operating lease commitments, we issued letters of credit collateralized by cash deposits that were classified as restricted cash on the condensed consolidated balance sheets. Restricted cash amounts have been classified as current or non-current based on the expected release date of the restrictions. In the first quarter of 2012, a $0.4 million letter of credit was cancelled and released due to the termination of an operating lease in December 2011.

Fair Value Measurements
Fair Value Measurements

Our financial statements include assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions.

At June 30, 2012 and December 31, 2011, we had $54.7 million and $102.6 million, respectively, invested in money market funds. Our money market investments have calculated net asset values and are therefore classified as Level 2. There were no Level 3 assets held at fair value at June 30, 2012 or at December 31, 2011. There were no gross unrealized gains or losses for the three and six months ended June 30, 2012 or 2011.

Share-Based Compensation
Share-Based Compensation

We recognize share-based compensation for employees and directors using a fair value based method that results in expense being recognized in our condensed consolidated financial statements.

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Share-Based Compensation
6 Months Ended

Jun. 30, 2012

Share-Based Compensation [Abstract]

SHARE-BASED COMPENSATION
8. SHARE-BASED COMPENSATION

The following table shows share-based compensation expense as included in our condensed consolidated statements of operations:

Three Months Ended June 30, Six Months Ended June 30,

2012 2011 2012 2011

(In Thousands) (In Thousands)

Research and development
$ 484 $ 280 $ 783 $ 551

General and administrative
703 352 1,135 678

Total share-based compensation expense
$ 1,187 $ 632 $ 1,918 $ 1,229

The table below illustrates the fair value per share and Black-Scholes option pricing model with the following assumptions used for grants issued:

Three Months Ended June 30, Six Months Ended June 30,

2012 2011 2012 2011

Weighted average fair value of options
$ 5.92 $ 2.84 $ 7.54 $ 2.14

Risk-free interest rate
0.73 % 1.66 % 0.87 % 2.09 %

Expected dividend yield
— — — —

Expected option term (in years)
5.32 5.20 5.32 5.20

Expected volatility
81.4 % 74.4 % 79.3 % 75.0 %

The expected option term and expected volatility were determined by examining the expected option term and expected volatilities of similarly sized biotechnology companies as well as expected term and expected volatility of our own stock.

On March 1, 2012, our board of directors adopted and on June 7, 2012, our stockholders approved the 2012 stock incentive plan, or 2012 plan. The 2012 plan allows for the granting of incentive stock options, non-qualified stock options, stock appreciation rights, performance share awards, restricted stock awards and restricted stock unit awards, or awards. Up to 10.0 million shares of our common stock may be issued pursuant to awards granted under the 2012 plan, plus an additional amount up to 0.5 million shares of our common stock previously authorized for issuance under our 2005 stock incentive plan, or 2005 plan. The 2012 plan replaced our 2005 plan and we will not make new grants under the 2005 plan although all outstanding options granted through June 7, 2012 under the 2005 plan will remain in effect.

The following table summarizes option activity under the equity incentive plans:

Number of
Shares Weighted
Average Exercise
Price per Share

Options outstanding at December 31, 2011
7,578,612 $ 6.25

Granted
1,605,325 $ 11.71

Cancelled
(174,495 ) $ 9.84

Exercised
(1,135,577 ) $ 3.79

Options outstanding at June 30, 2012
7,873,865 $ 7.64

Options exercisable at June 30, 2012
5,228,456 $ 7.51

We had an aggregate of $13.6 million of share-based compensation expense as of June 30, 2012 remaining to be amortized over a weighted average expected term of 2.84 years.

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Commitments and Contingencies
6 Months Ended

Jun. 30, 2012

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES
9. COMMITMENTS AND CONTINGENCIES

Product and Drug Candidates

In connection with the resolution of matters relating to certain of our HCV drug candidates, in May 2004, we entered into a settlement agreement with UAB which provides for a milestone payment of $1.0 million to UAB upon receipt of regulatory approval in the United States to market and sell certain HCV products invented or discovered by our former chief executive officer during the period from November 1, 1999 to November 1, 2000. This settlement agreement also provides that we will pay UAB an amount equal to 0.5% of worldwide net sales of such HCV products with a minimum sales-based payment equal to $12.0 million. Currently, there are no such HCV products approved and therefore there was no related liability recorded as of June 30, 2012.

We have potential payment obligations under the license agreement with the Universita degli Studi di Cagliari, or the University of Cagliari, pursuant to which we have the exclusive worldwide right to make, use and sell certain HCV and HIV technologies. We made certain payments to the University of Cagliari under these arrangements based on the payments we received under the ViiV and GSK collaboration. As a result of the termination of the ViiV license agreement, we will not receive any additional milestone or royalty payments under the ViiV license agreement and therefore do not expect to make future payments to the University of Cagliari for the patent and patent applications related to ‘761. We are also liable for certain payments to the University of Cagliari if we receive license fees or milestone payments with respect to such technology from a collaborator.

Pursuant to the license agreement between us and UAB, we were granted an exclusive license to the rights that UABRF, an affiliate of UAB, Emory University and CNRS have to a 1995 U.S. patent application and progeny thereof and counterpart patent applications in Europe, Canada, Japan and Australia that cover the use of certain synthetic nucleosides for the treatment of HBV. In July 2008, we entered into a settlement agreement with UAB, UABRF and Emory University relating to our telbivudine technology. Pursuant to this settlement agreement, all contractual disputes relating to patents covering the use of certain synthetic nucleosides for the treatment of HBV and all litigation matters relating to patents and patent applications related to the use of ß-L-2’-deoxy-nucleosides for the treatment of HBV assigned to one or more of Idenix, CNRS and the University of Montpellier and which cover the use of telbivudine (Tyzeka^®/Sebivo ^®) for the treatment of HBV have been resolved. UAB also agreed to abandon certain continuation patent applications it filed in July 2005. Under the terms of the settlement agreement, we paid UABRF (on behalf of UAB and Emory University) a $4.0 million upfront payment and will make additional payments to UABRF equal to 20% of all royalty payments received by us from Novartis from worldwide sales of telbivudine, subject to minimum payment obligations aggregating $11.0 million. Our payment obligations under the settlement agreement will expire in August 2019. The settlement agreement was effective on June 1, 2008 and included mutual releases of all claims and covenants not to sue among the parties. It also included a release from a third-party scientist who had claimed to have inventorship rights in certain Idenix/CNRS/University of Montpellier patents. Included in the condensed consolidated balance sheet as of June 30, 2012 was a $7.9 million liability related to this settlement agreement. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo ^® (telbivudine) for the treatment of HBV. Novartis is required to reimburse us for our contractual payments to UABRF in connection with our intellectual property related to Tyzeka^®/Sebivo ^®.

In May 2003, we and Novartis entered into an amended and restated agreement with CNRS and the University of Montpellier pursuant to which we worked in collaboration with scientists from CNRS and the University of Montpellier to discover and develop technologies relating to antiviral substances, including telbivudine. This cooperative agreement expired in December 2006, but we retain rights to exploit the patents derived from the collaboration. Under the cooperative agreement, we are obligated to make royalty payments for products derived from such patents, including products for HBV, HCV and HIV. Under the termination agreement, we will no longer receive royalty or milestone payments from Novartis based upon worldwide product sales of Tyzeka^®/Sebivo ^® (telbivudine) for the treatment of HBV. Novartis is required to reimburse us for our contractual payments to CNRS and the University of Montpellier, subject to our assignment to Novartis of our patent rights under the amended and restated agreement with CNRS and the University of Montpellier within 12 months of the execution of the termination agreement, in connection with our intellectual property related to Tyzeka^®/Sebivo ^®.

Legal Contingency

We have been involved in a dispute with the City of Cambridge, Massachusetts and its License Commission pertaining to the level of noise emitted from certain rooftop equipment at our research facility located at 60 Hampshire Street in Cambridge. The License Commission has claimed that we are in violation of the local noise ordinance pertaining to sound emissions, based on a complaint from neighbors living adjacent to the property. We have contested this alleged violation before the License Commission, as well as the Middlesex County, Massachusetts, Superior Court. In July 2010, the License Commission granted us a special variance from the requirements of the local noise ordinance for a period of one-year, effective as of July 1, 2010. In August 2011, the License Commission granted an extension of the July 2010 variance until August 2012. In June 2012, the License Commission granted an extension of the July 2010 variance until the end of our lease term, which is December 2013. We may, however, be required to cease certain activities at the building if: a) the noise emitted from certain rooftop equipment at our research facility exceeds the levels permitted by the special variance; or b) a future legal challenge to the position of the City of Cambridge and the License Commission is unsuccessful. In any such event, we could be required to relocate to another facility which could interrupt some of our business activities and could be time consuming and costly. No estimate of a potential loss can be made and therefore we have not recorded a liability associated with this potential contingent matter.

Indemnification

We have agreed to indemnify Novartis and its affiliates against losses suffered as a result of any breach of representations and warranties in the termination agreement, development and commercialization agreement and a stock purchase agreement entered into with Novartis in 2003. Under these agreements with Novartis, we made numerous representations and warranties to Novartis regarding our HBV and HCV drug candidates, including representations regarding our ownership of the inventions and discoveries. If one or more of these representations or warranties were subsequently determined not to be true at the time they were made to Novartis, we would be in breach of one or both of these agreements. In the event of such a breach, Novartis has the right to seek indemnification from us and, under certain circumstances, us and our stockholders who sold shares to Novartis in 2003, which include some of our directors and officers, for damages suffered by Novartis as a result of such breach. While it is possible that we may be required to make payments pursuant to the indemnification obligations we have under these agreements, we cannot reasonably estimate the amount of such payments or the likelihood that such payments would be required.

Under the ViiV license agreement and the GSK stock purchase agreement, we have agreed to indemnify ViiV as sublicensee, GSK and their affiliates against losses suffered as a result of our breach of representations and warranties in these agreements. We made numerous representations and warranties to both parties regarding our NNRTI program, including ‘761, as well as representations regarding our ownership of inventions and discoveries. If one or more of these representations or warranties were not true at the time we made them, we would be in breach of these agreements. In the event of a breach, the parties have the right to seek indemnification from us for damages suffered as a result of such breach. While it is possible that we may be required to make payments pursuant to the indemnification obligations we have under these agreements, we cannot reasonably estimate the amount of such payments or the likelihood that such payments would be required.

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Net Loss Per Common Share (Tables)
6 Months Ended

Jun. 30, 2012

Net Loss Per Common Share [Abstract]

Stock subscription rights and restricted stock awards

Three Months Ended June 30, Six Months Ended June 30,

2012 2011 2012 2011

(In Thousands, Except (In Thousands, Except

per Share Data) per Share Data)

Basic and diluted net loss per common share:

Net loss
$ (25,395 ) $ (13,909 ) $ (13,945 ) $ (22,145 )

Basic and diluted weighted average number of common shares outstanding
108,372 92,737 108,061 82,982

Basic and diluted net loss per common share
$ (0.23 ) $ (0.15 ) $ (0.13 ) $ (0.27 )

Potential common shares excluded from calculation of diluted net loss per common share

Three and Six Months Ended

June 30,

2012 2011

(In Thousands)

Options
7,874 7,935

Contingently issuable shares to related party
2,138 1,759

10,012 9,694

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Summary of Significant Accounting Policies (Details) (USD $)
3 Months Ended 6 Months Ended

Jun. 30, 2012

Mar. 31, 2012

Jun. 30, 2011

Jun. 30, 2012

Jun. 30, 2011

Dec. 31, 2011

Summary of Significant Accounting Policies (Textual) [Abstract]

Deferred revenue recognized period 17 years

Deferred revenue $ 36,100,000

Maturity period of cash and cash equivalents 90 days

Letter of credit cancelled and released 400,000

Invested in money market funds 54,700,000 54,700,000 102,600,000

Assets held at fair value 0 0 0

Gross unrealized gains or losses in fair value $ 0 $ 0 $ 0 $ 0

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Intangible Asset, Net (Details) (USD $)
In Thousands, unless otherwise specified
6 Months Ended 12 Months Ended

Jun. 30, 2012

Dec. 31, 2011

Rollforward of intangible asset

Beginning balance $ 8,708 $ 9,843

Amortization expense (568) (1,135)

Ending balance $ 8,140 $ 8,708

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Jun. 30, 2011

Cash flows from operating activities:

Net loss $ (13,945) $ (22,145)

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Share-based compensation expense 1,918 1,229

Revenue adjustment for contingently issuable shares 3,061 22

Other (1) 160

Changes in operating assets and liabilities:

Receivables from related party (143) (329)

Other assets 680 (1,275)

Accounts payable (373) (176)

Accrued expenses and other current liabilities 1,906 (4,466)

Deferred revenue (36,068) (1,312)

Deferred revenue, related party (1,562) (1,562)

Other liabilities (424) (253)

Net cash used in operating activities (43,327) (28,019)

Cash flows from investing activities:

Purchases of property and equipment (486) (420)

Release of restricted cash 411

Net cash used in investing activities (75) (420)

Cash flows from financing activities:

Proceeds from exercise of common stock options 4,308 220

Proceeds from issuance of common stock to related party 291 5,056

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Net cash provided by financing activities 4,599 60,445

Effect of changes in exchange rates on cash and cash equivalents (159) 232

Net increase (decrease) in cash and cash equivalents (38,962) 32,238

Cash and cash equivalents at beginning of period 118,271 46,115

Cash and cash equivalents at end of period 79,309 78,353

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Change in value of shares of common stock contingently issuable or issued to related party $ 4,058 $ (32)

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6 Months Ended

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VIIV HEALTHCARE COMPANY AND GLAXOSMITHKLINE COLLABORATION
5. VIIV HEALTHCARE COMPANY AND GLAXOSMITHKLINE COLLABORATION

In February 2009, we entered into the ViiV license agreement which granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including HIV/AIDS. We also entered into a stock purchase agreement with GSK in February 2009, which we refer to as the GSK stock purchase agreement. Under this agreement, GSK purchased approximately 2.5 million shares of our common stock at an aggregate purchase price of $17.0 million, or a per share price of $6.87. These agreements became effective in March 2009.

In March 2009, we received $34.0 million related to this collaboration, which consisted of a $17.0 million license fee payment under the ViiV license agreement and $17.0 million under the GSK stock purchase agreement described above. In 2010, we received a $6.5 million milestone payment related to the achievement of a preclinical operational milestone and a $20.0 million milestone payment for the initiation of a phase IIb clinical study of ‘761. Pursuant to the ViiV license agreement, we were eligible to receive up to $390.0 million in additional milestone payments as well as double-digit tiered royalties on worldwide product sales.

The ViiV license agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We concluded that this arrangement should be accounted for as a single unit of accounting and recognized using the contingency adjusted performance method. The milestone payments did not meet our revenue recognition criteria for immediate recognition and were recognized over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received. The parties had agreed that if ViiV, its affiliates or its sublicenses desired to develop ‘761 for an indication other than HIV, or if ViiV intended to develop any other licensed compound for any indication, the parties would mutually agree on a separate schedule of milestone and royalty payments prior to the start of development.

In February 2011, ViiV informed us that the FDA placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.

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Intangible Asset, Net (Details Textual) (USD $)
In Millions, unless otherwise specified
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Jun. 30, 2012

Dec. 31, 2011

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Payment to UABRF as upfront payment for settlement agreement $ 4.0

Percentage of payments to third-party based on royalties received 20.00%

Intangible Asset, Net (Additional Textual) [Abstract]

Net of upfront payment minimum payment obligations related to settlement agreement with third-party 15.0

Minimum payment obligations related to settlement agreement with third-party 11.0

Accumulated amortization 6.9 6.3

Asset impairment charge 8.1

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Share-Based Compensation (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Share-based compensation expense in condensed consolidated statements of operations
Total share-based compensation expense	$ 1,187	$ 632	$ 1,918	$ 1,229
Research and development [Member]
Share-based compensation expense in condensed consolidated statements of operations
Total share-based compensation expense	484	280	783	551
General and administrative [Member]
Share-based compensation expense in condensed consolidated statements of operations
Total share-based compensation expense	$ 703	$ 352	$ 1,135	$ 678

Accrued Expenses (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Components of accrued expenses
Research and development contract costs	$ 3,898	$ 2,425
Payroll and benefits	2,627	3,267
Professional fees	1,347	592
Short-term portion of accrued settlement payment	929	874
Other	1,192	1,255
Total accrued expenses	$ 9,993	$ 8,413

Share-Based Compensation (Details 1) (USD $)	3 Months Ended		6 Months Ended
Share-Based Compensation (Details 1) (USD $)	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Fair value per share and Black-Scholes option pricing model
Weighted average fair value of options	$ 5.92	$ 2.84	$ 7.54	$ 2.14
Risk-free interest rate	0.73%	1.66%	0.87%	2.09%
Expected dividend yield
Expected option term (in years)	5 years 3 months 26 days	5 years 2 months 12 days	5 years 3 months 26 days	5 years 2 months 12 days
Expected volatility	81.40%	74.40%	79.30%	75.00%

Share-Based Compensation (Details 2) (USD $)	6 Months Ended
Share-Based Compensation (Details 2) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Option activity under the equity incentive plans
Options outstanding at December 31, 2011, Number of Shares	7,578,612
Granted, Number of Shares	1,605,325
Granted, Weighted Average Exercise Price per Share	$ 11.71
Cancelled, Number of Shares	(174,495)
Cancelled, Weighted Average Exercise Price per Share	$ 9.84
Exercised, Number of Shares	(1,135,577)
Exercised, Weighted Average Exercise Price per Share	$ 3.79
Options outstanding at June 30, 2012, Number of Shares	7,873,865
Options outstanding, Weighted Average Exercise Price per Share	$ 7.64	$ 6.25
Options exercisable at June 30, 2012, Number of Shares	5,228,456
Options exercisable at June 30, 2012, Weighted Average Exercise Price per Share	$ 7.51

Share-Based Compensation (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012
Share-Based Compensation (Additional Textual) [Abstract]
Share-based compensation expense	13.6
Weighted average expected term	2 years 10 months 2 days
2012 stock incentive plan [Member]
Shared-Based Compensation (Textual) [Abstract]
Common stock issued under stock incentive plans pursuant to awards granted	10.0
2005 stock incentive plan [Member]
Shared-Based Compensation (Textual) [Abstract]
Common stock issued under stock incentive plans pursuant to awards granted	0.5

Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 79,309	$ 118,271
Restricted cash		411
Receivables from related party	1,300	1,157
Other current assets	2,579	3,999
Total current assets	83,188	123,838
Intangible asset, net	8,140	8,708
Property and equipment, net	4,088	4,696
Restricted cash	750	750
Other assets	3,673	3,052
Total assets	99,839	141,044
Current liabilities:
Accounts payable	2,512	2,886
Accrued expenses	9,993	8,413
Deferred revenue		36,068
Deferred revenue, related party	2,772	2,897
Other current liabilities	536	261
Total current liabilities	15,813	50,525
Other long-term liabilities	10,204	10,640
Deferred revenue, net of current portion	4,272	4,272
Deferred revenue, related party, net of current portion	21,947	24,382
Total liabilities	52,236	89,819
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock, $0.001 par value; 200,000,000 shares authorized at June 30, 2012 and December 31, 2011; 108,438,933 and 107,218,463 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively	108	107
Additional paid-in capital	737,042	726,468
Accumulated other comprehensive income	113	365
Accumulated deficit	(689,660)	(675,715)
Total stockholders' equity	47,603	51,225
Total liabilities and stockholders' equity	$ 99,839	$ 141,044

Novartis Relationship (Details) (USD $) Share data in Millions, except Per Share data, unless otherwise specified	1 Months Ended			3 Months Ended		6 Months Ended			1 Months Ended					3 Months Ended		6 Months Ended				1 Months Ended
	Oct. 31, 2011	Jul. 31, 2004	May 31, 2004	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Nov. 30, 2011 Novartis [Member]	Oct. 31, 2011 Novartis [Member]	Apr. 30, 2011 Novartis [Member]	Jul. 31, 2004 Novartis [Member]	May 31, 2003 Novartis [Member]	Jun. 30, 2012 Novartis [Member]	Jun. 30, 2011 Novartis [Member]	Jun. 30, 2012 Novartis [Member]	Jun. 30, 2011 Novartis [Member]	Dec. 31, 2011 Novartis [Member]	Apr. 30, 2012 Novartis [Member] Chief financial officer [Member]	Apr. 30, 2011 Novartis [Member] Prior to amendment [Member]
Novartis Relationship (Textual) [Abstract]
Percentage of outstanding capital stock from stockholders														54.00%		54.00%
Amount of outstanding capital stock from stockholders														$ 255,000,000		$ 255,000,000
Contingency payment to stockholders																357,000,000
Minimum percentage of voting stock owned for director election														30.00%		30.00%			35.00%
Deferred revenue from Novartis under development and commercialization agreement																117,200,000
Deferred revenue, related party, recognized														800,000	800,000	1,600,000	1,600,000
Agreement of royalty payable																ten years after the first commercial sale of a product
Reduced rate of royalty after the expiration of patent rights																one-half
Royalty revenue - related party														1,300,000	1,200,000	2,500,000	2,200,000
Receivables from related party				1,300,000		1,300,000		1,157,000						1,300,000		1,300,000		1,200,000
Minimum period for termination of agreement																30 days
Negotiation obligation period for parties																180 days
Percentage of capital stock outstanding purchased by Novartis in May 2003													54.00%
Cash received from purchase of Capital stock outstanding by Novartis in May 2003																255,000,000
Aggregate amount contingently payable to stockholders by related party													357,000,000
Percentage of voting stock held by two designees of Novartis and its affiliates														30.00%		30.00%
Percentage of voting stock held by one designees of Novartis and its affiliates														19.40%		19.40%
Percentage of voting stock held by one designees of Novartis and its affiliates under second agreement														15.00%		15.00%
Right to purchase of shares under stockholders agreement				$ 0.001		$ 0.001		$ 0.001						$ 0.001		$ 0.001
Minimum number of related party designees to be nominated for election as directors																2
Period for related party to purchase shares in connection with acquisition or in-licensing																24 months
Premium to the consideration per share paid by others				10.00%		10.00%
Common stock subscription rights terminated												1.4
Shares issued in exchange of termination of rights												1.1
Exchange of termination right to purchase price for common stock shares issued			$ 0.001
Fair Value of the common stock issued at par value to related party in exchange of termination of stock subscription rights		15,400,000
Aggregate impact of related party tock subscription rights				26,900,000		26,900,000
Deferred revenue portion of aggregate impact of related party's stock subscription rights				6,600,000		6,600,000
License fee revenue portion of aggregate impact of related party's stock subscription rights				20,300,000		20,300,000
Impact on additional paid-in capital as a result of related party's stock subscription rights				700,000	2,200,000	4,000,000	0
Impact on deferred revenue as a result of related party's stock subscription rights				100,000	700,000	1,000,000	0
Impact on license fee revenue as a result of related party's stock subscription rights				600,000	1,500,000	3,000,000	0
Minimum percentage of voting stock owned and affiliates for director election														19.40%		19.40%
Minimum interest rate issuance of capital shares									31.00%		30.00%
Shares issued pursuant to underwritten offering under shelf registration statement filed with the SEC											21.1
Shares issued to related party pursuant to a private placement agreement											1.8
Net proceeds from shares issued pursuant to underwritten offering under shelf registration statement filed with the SEC																60,200,000
Minimum percentage of common stock ownership to grant related party license of development-stage drug candidates											30.00%									40.00%
Minimum percentage of related party ownership for consent requirement of selection and appointment of Chief financial officer by related party											30.00%									40.00%
Percentage of issuance of common stock in connection with acquisition or in-licensing of technology in which our related party has the right to purchase, at par value, such number of shares as is required to maintain its percentage ownership														5.00%		5.00%
Maximum shares of common stock	150,000,000									150,000,000
Issue of common stock shares pursuant to underwritten offering									10.8
Underwritten offering net proceeds									$ 65,800,000

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Condensed Consolidated Balance Sheets [Abstract]
Right to purchase of shares under stockholders agreement	$ 0.001	$ 0.001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	108,438,933	107,218,463
Common stock, shares outstanding	108,438,933	107,218,463

Document and Entity Information	6 Months Ended
Document and Entity Information	Jun. 30, 2012	Aug. 07, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	IDENIX PHARMACEUTICALS INC
Entity Central Index Key	0001093649
Document Type	10-Q
Document Period End Date	Jun. 30, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		130,572,823

Net Loss Per Common Share (Details 1)	3 Months Ended		6 Months Ended
Net Loss Per Common Share (Details 1)	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Potential common shares excluded from calculation of diluted net loss per common share
Potential common shares excluded from calculation of diluted net loss per common share	10,012	9,694	10,012	9,694
Options [Member]
Potential common shares excluded from calculation of diluted net loss per common share
Potential common shares excluded from calculation of diluted net loss per common share	7,874	7,935	7,874	7,935
Contingently issuable shares to related party [Member]
Potential common shares excluded from calculation of diluted net loss per common share
Potential common shares excluded from calculation of diluted net loss per common share	2,138	1,759	2,138	1,759

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 2012
Summary of Significant Accounting Policies [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2011, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update No. 2011-11, Disclosures about Offsetting Assets and Liabilities. The amendments in this update require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. Although we are still evaluating the impact of this standard, we do not expect its adoption to have a material impact on our financial position or results of our operations.
Revenue Recognition	Revenue Recognition Revenue is recognized in accordance with SEC Staff Accounting Bulletin No. 101, Revenue Recognition in Financial Statements, or SAB No. 101, as amended by SEC Staff Accounting Bulletin No. 104, Revenue Recognition, and for revenue arrangements entered into after June 30, 2003, in accordance with the revenue recognition guidance of the FASB. For multiple-element revenue arrangements entered into or materially modified after January 1, 2011, we recognize revenue under Accounting Standard Update No. 2009-13, Multiple-Deliverable Revenue Arrangements, or ASU No. 2009-13. We record revenue provided that there is persuasive evidence that an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Our revenues are generated primarily through collaborative research, development and/or commercialization agreements. The terms of these agreements typically have included payments to us for non-refundable license fees, milestones, collaborative research and development funding and royalties received from our collaboration partners. Collaboration Revenue—Related Party Development and Commercialization Agreement We entered into the development and commercialization agreement with Novartis which related to the worldwide development and commercialization of our drug candidates in May 2003. In July 2012, the development and commercialization agreement was materially amended and the termination agreement was entered into between us and Novartis. The termination agreement is described in detail in Note 4. Under the development and commercialization agreement, we have received non-refundable license fees, milestones, collaborative research and development funding and royalty payments. This arrangement had several joint committees in which we and Novartis participated. We participated in these committees as a means to govern or protect our interests. The committees spanned the period from early development of a drug candidate through commercialization of any drug candidate licensed by Novartis. As a result of applying the provisions of SAB No. 101, which was the applicable revenue guidance at the time the collaboration was entered into, our revenue recognition policy attributed revenue to the development period of the drug candidates licensed under the development and commercialization agreement. We did not attribute revenue to our involvement in the committees following the commercialization of the licensed products as we determined that our participation on the committees, as such participation relates to the commercialization of drug candidates, was protective. Our determination was based in part on the fact that our expertise is, and has been, the discovery and development of drugs for the treatment of human viral diseases. Novartis, on the other hand, has the considerable commercialization expertise and infrastructure necessary for the commercialization of such drug candidates. Accordingly, we believe our obligation post commercialization was inconsequential. We recognized non-refundable payments over the performance period of our continuing obligations. This period was estimated based on current judgments related to the product development timeline of our licensed drug candidates and was estimated to be through May 2021. This policy is described more fully in Note 4. Upon the grant of options and stock awards under stock incentive plans, with the exception of the 1998 equity incentive plan, as amended, or the 1998 plan, the fair value of our common stock that would be issuable to Novartis, less the exercise price, was recorded as a reduction of the non-refundable payments associated with the Novartis collaboration. The amount was attributed proportionately between cumulative revenue recognized through the current date and the remaining amount of deferred revenue. This policy is described more fully in Note 4. Royalty revenue consisted of revenue earned under the development and commercialization agreement with Novartis for sales of Tyzeka^®/Sebivo^®, which was recognized when reported from Novartis. Royalty revenue was equal to a percentage of Tyzeka^®/Sebivo^® net sales, with such percentage increasing according to specified tiers of net sales. The royalty percentage varied based on the specified territory and the aggregate dollar amount of net sales. Termination Agreement In July 2012, we and Novartis materially amended the development and commercialization agreement that was established in May 2003, which is considered a material modification under ASU No. 2009-13. As of July 2012, we will recognize revenue related to the termination agreement with Novartis under ASU No. 2009-13 which: a) provides updated guidance on when multiple elements exist, how the elements in an arrangement should be separated and how the arrangement considerations should be allocated to the separate elements; b) requires an entity to allocate arrangement considerations to each element based on a fair value hierarchy, where the selling price for an element is based on vendor-specific objective evidence, or VSOE, if available, or third-party evidence, or TPE, if available and VSOE is not available, or the best estimate of selling price, or BESP, if neither VSOE or TPE is available; and c) eliminates the use of the residual method and requires an entity to allocate arrangement considerations using the selling price hierarchy. We evaluate all deliverables within an arrangement to determine whether or not they provide value to the licensee on a stand-alone basis. If the delivered elements have value to the licensee on a stand-alone basis, the deliverables are separated into units of accounting. If VSOE or TPE is not available to determine the fair value of a deliverable, we determine the BESP associated with the deliverable. The arrangement consideration, including upfront license fees and funding for research and development, is allocated to the separate units based on their relative fair values. Based on the value allocated to each unit of accounting within an arrangement, upfront fees and other guaranteed payments are allocated to each unit based on relative value. The appropriate revenue recognition method is applied to each unit and revenue is accordingly recognized as each unit is delivered. Other Revenue In February 2009, we licensed our non-nucleoside reverse transcriptase inhibitor, or NNRTI, compounds to GlaxoSmithKline, or GSK. This agreement, which we refer to as the ViiV license agreement, was assigned to ViiV Healthcare Company, or ViiV, which is an affiliate of GSK. Under the ViiV license agreement, we granted ViiV an exclusive worldwide license to develop, manufacture and commercialize our NNRTI compounds, including IDX899, now known as ‘761, for the treatment of human diseases, including human immunodeficiency virus type-1, or HIV, and acquired immune deficiency syndrome, or AIDS. This agreement had performance obligations, including joint committee participation and ViiV’s right to license other NNRTI compounds that we may develop in the future, that we have assessed under the FASB guidance related to multiple element arrangements, prior to the implementation of ASU No. 2009-13. We concluded that this arrangement should be accounted for as a single unit of accounting and recognized as revenue using the contingency adjusted performance method. Under this agreement, we received a non-refundable license fee payment and milestone payments from ViiV. These milestone payments did not meet our revenue recognition criteria for immediate recognition. The non-refundable license fee payment and milestone payments received under the ViiV license agreement were recorded as deferred revenue and were being recognized as revenue over the life of the agreement, which was estimated to be 17 years. A cumulative catch-up was recognized for the period from the execution of the license agreement in March 2009 through the period in which the milestone payments were received. In February 2011, ViiV informed us that the Food and Drug Administration, or FDA, placed ‘761 on clinical hold and subsequently, the ViiV license agreement was terminated on March 15, 2012. Upon termination, ViiV relinquished all rights it had in the intellectual property licensed from us and granted us an exclusive, perpetual and irrevocable license to any intellectual property relating to the licensed products it may have developed during the term of the license agreement. We will not receive any additional milestone or royalty payments under the ViiV license agreement. During the first quarter of 2012, as a result of the termination, we recognized the deferred revenue balance of $36.1 million as other collaboration revenue which was included in the condensed consolidated statement of operations for the six months ended June 30, 2012.
Cash and Cash Equivalents	Cash and Cash Equivalents We consider all highly liquid investments purchased with a maturity date of 90 days or less at the date of purchase to be cash equivalents. In connection with certain of our operating lease commitments, we issued letters of credit collateralized by cash deposits that were classified as restricted cash on the condensed consolidated balance sheets. Restricted cash amounts have been classified as current or non-current based on the expected release date of the restrictions. In the first quarter of 2012, a $0.4 million letter of credit was cancelled and released due to the termination of an operating lease in December 2011.
Fair Value Measurements	Fair Value Measurements Our financial statements include assets and liabilities that are measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011. Fair values determined by Level 1 inputs utilize observable data such as quoted prices in active markets. Fair values determined by Level 2 inputs utilize data points other than quoted prices in active markets that are observable either directly or indirectly. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the reporting entity to develop its own assumptions. At June 30, 2012 and December 31, 2011, we had $54.7 million and $102.6 million, respectively, invested in money market funds. Our money market investments have calculated net asset values and are therefore classified as Level 2. There were no Level 3 assets held at fair value at June 30, 2012 or at December 31, 2011. There were no gross unrealized gains or losses for the three and six months ended June 30, 2012 or 2011.
Share-Based Compensation	Share-Based Compensation We recognize share-based compensation for employees and directors using a fair value based method that results in expense being recognized in our condensed consolidated financial statements.

Intangible Asset, Net (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended	12 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Rollforward of intangible asset
Beginning balance	$ 8,708	$ 9,843
Amortization expense	(568)	(1,135)
Ending balance	$ 8,140	$ 8,708

Intangible Asset, Net (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Intangible Asset, Net (Textual) [Abstract]
Payment to UABRF as upfront payment for settlement agreement	$ 4.0
Percentage of payments to third-party based on royalties received	20.00%
Intangible Asset, Net (Additional Textual) [Abstract]
Net of upfront payment minimum payment obligations related to settlement agreement with third-party	15.0
Minimum payment obligations related to settlement agreement with third-party	11.0
Accumulated amortization	6.9	6.3
Asset impairment charge	8.1
UABRF [Member]
Intangible Asset, Net (Textual) [Abstract]
Payment to UABRF as upfront payment for settlement agreement	$ 4.0
Percentage of payments to third-party based on royalties received	20.00%

Business Overview (Details) (USD $)	1 Months Ended	6 Months Ended			1 Months Ended
Business Overview (Details) (USD $)	Oct. 31, 2011	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011	Oct. 31, 2011 Novartis [Member]	Aug. 07, 2012 Novartis [Member]	Aug. 07, 2012 Novartis [Member] Amended and Restated Stockholders' Agreement [Member]	Jun. 30, 2012 New shelf registration [Member]
Business Overview (Textual) [Abstract]
Accumulated deficit		$ (689,660,000)		$ (675,715,000)
Maximum shares of common stock	150,000,000				150,000,000
Remaining issuance of common stock		88,900,000
Common stock issued under new shelf registration		108,438,933		107,218,463				25,300,000
Proceeds from Issuance of Common Stock		$ 190,600,000	$ 55,169,000
Common Stock Owned						25.00%
Novartis right to purchase common stock							7,800,000
Period to purchase common stock following the offering							30 days
Percentage of ownership in common stock							31.00%