Portions of this exhibit were omitted and filed separately with the Securities and Exchange Commission pursuant
to an application for confidential treatment filed with the Commission pursuant to Rule 24b-2 under the Securities
Exchange Act of 1934. Such portions are marked by asterisks.
COPROMOTION AND CODEVELOPMENT AGREEMENT
This Copromotion and Codevelopment Agreement (together with all Exhibits, this "Agreement"), effective as of
September 9, 2001, is made by and between ViroPharma Incorporated, a Delaware corporation (hereinafter
"ViroPharma"), with primary offices located at 405 Eagleview Boulevard, Exton, PA 19341, and Aventis
Pharmaceuticals Inc., a Delaware corporation (hereinafter "Aventis"), with offices located at Route 202-206,
P.O. Box 6800, Bridgewater, New Jersey 08807. ViroPharma and Aventis may be referred to herein as a
"Party" or collectively as "Parties."
WHEREAS, ViroPharma has certain exclusive rights under the SaSy Patents and the ViroPharma Patents and
the Trademarks in the Territory (as each is hereinafter defined); and
WHEREAS, ViroPharma intends to seek regulatory approval to market, distribute and sell VP Products (as
hereinafter defined) in the Territory; and
WHEREAS, ViroPharma and Aventis each desire to collaborate with the other in the development and
marketing of VP Products in the Territory pursuant to the terms set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the foregoing and the representations, covenants and
agreements contained herein, ViroPharma and Aventis, intending to be legally bound, hereby agree as follows:
1.1 "13D Group" means any group of Persons formed for the purpose of acquiring, holding, voting or disposing
of Voting Securities which would be required under Section 13(d) of the Exchange Act and the rules and
regulations thereunder to file a statement on Schedule 13D with the SEC as a "person" within the meaning of
Section 13(d)(3) of the Exchange Act. Ownership of Voting Secur