STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (this "Agreement") is made as of February 27, 2001, by and
between ViroPharma Incorporated ("ViroPharma"), a Delaware corporation with its principal place of business
at 405 Eagleview Boulevard, Exton, PA 19341, and Sanofi-Synthelabo ("SaSy"), a French corporation with its
principal place of business at 174 Avenue de France, 75635 PARIS, Cedex 13, France.
WHEREAS, ViroPharma and Sanofi, the predecessor-in-interest to SaSy, have entered into that certain
Agreement dated December 22, 1995, as amended on February 21, 1997 (the "Original License Agreement");
WHEREAS, by operation of law, Licensor assumed Sanofi's rights and obligations under the Original License
Agreement on May 18, 1999; and
WHEREAS, SaSy and ViroPharma are concurrently amending and restating the Original License Agreement by
the execution and delivery of a First Amended and Restated Agreement of even date herewith (as amend and
restated, the "License Agreement"); and
WHEREAS, in connection with the amendment and restatement of the License Agreement, and with respect to
the transfer of the patent rights under such agreement, ViroPharma desires to issue to SaSy, and SaSy desires to
acquire from ViroPharma, 750,000 shares of the common stock of ViroPharma, par value $0.002 per share, on
the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements
contained herein, ViroPharma and SaSy, intending to be legally bound, do hereby agree as follows:
1. Definitions. Unless otherwise indicated, the capitalized terms used herein shall have the meanings ascribed to
1.1 "Affiliate" means, with respect to each Party hereto, any entity or other Person that Controls, is Controlled by
or is under common Control with such Party.
1.2 "Closing" has the meaning ascribed to it in Section 3.1 hereof.
1.3 "Closing Date" means the day