THIS CONSULTING AGREEMENT (this "Agreement") is made as of this 31st day of July, 1997 by and
between ViroPharma Incorporated (the "Company") and Frank Baldino, Jr. (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 financing, business development and strategic planning (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 13,334 shares of the Company's Common Stock, par value $.002 per share, such options to
have an exercise price of $15.125 per share and to vest in equal increments over a two 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