THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 13th day of November 1997 by
and between ViroPharma Incorporated (the "Company") and David J. Williams (the "Consultant").
W I T N E S E T H:
WHEREAS, the Company desires to engage Consultant to provide services to the Company in accordance with
the terms and conditions set forth herein; and
WHEREAS, Consultant desires to provide services to the Company upon the terms and conditions set forth
NOW, THEREFORE, in consideration of these premises and the mutual promises made herein and the mutual
benefits to be derived herefrom, Consultant and the Company, intending to be legally bound, hereby agree as
1. ENGAGEMENT. Upon the terms and subject to the conditions set forth in this Agreement, the Company
hereby agrees to engage Consultant, as an independent contractor, to make himself reasonably available to
provide the Company with advice and consultation in the areas of product development, operations, marketing
and strategic alliances (the "Services") to and on behalf of the Company and Consultant hereby agrees to render
such Services to and on behalf of the Company; provided that in no event shall Consultant be obligated to devote
more than ten (10) hours in any calendar quarter to the Services.
2. COMPENSATION. In full consideration of the provision of the Services and the obligations undertaken
pursuant to this Agreement, the Company agrees to pay Consultant $1,250 each calendar quarter and to grant
Consultant options to purchase 20,000 shares of the Company's Common Stock, par value $.002 per share,
such options to have an exercise price of $21.00 per share and to vest in equal increments over a three year
period, all as more fully set forth in the Non-Qualified Stock Option Agreement attached hereto as Exhibit A.
3. TERM. This Agreement shall commence on the date hereof and shall continue
for a three (3) year period, unless sooner terminated by the Company upon thirty (30) day