EX-10.1 AGREEMENT

Fee Agreement

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IDENIX PHARMACEUTICALS INC | Jean-Pierre Sommadossi

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Title: EX-10.1 AGREEMENT
Governing Law: Delaware Date: 11/8/2005

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EXHIBIT 10.1

CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS.

AGREEMENT

This agreement is made by and between

IDENIX PHARMACEUTICALS, INC., a corporation organized and existing under the

laws of the State of Delaware, having its principal offices located at 60

Hampshire Street, Cambridge, MA 02139 represented by its legal representative

Mr. Jean-Pierre Sommadossi (hereinafter referred to as "Idenix")

and

IDENIX SARL, a corporation organized and existing under the laws of France,

having registered offices in Immueuble "La Vigie" 170 rue Leon Blum, 34000

Montpellier, France, represented by its legal representative Mr. Jean-Marc

Allaire (hereinafter referred to as "Idenix SARL")

and

UNIVERSITA' DEGLI STUDI DI CAGLIARI, having a principal place of business at

Cittadella Universitaria, SS 554 KM 4.5, 09133 Monserrato, Cagliari, Italy,

represented by the Chancellor Prof. Pasquale Mistretta (hereinafter referred to

as the "University")

whereas

a) on 4 January 1999, the University and Idenix SARL, this last on behalf and

for the benefit of Idenix, entered into an agreement entitled "Co-operative

Antiviral Research Activity Agreement" (hereinafter referred to as the

"Co-operative Agreement") aimed at performing a joint research activity in the

antiviral substances field;

b) in accordance with the Co-operative Agreement, on 14 December 2000, the

University and Idenix entered into a license agreement (hereinafter the "License

Agreement") according to which the University grants to Idenix the exclusive

license for the exploitation, whether direct or indirect, of the results

obtained and that will be obtained from the performance of the activity

indicated under the previous point;

c) the above mentioned Co-operative Agreement and License Agreement (together,

the "Original Agreements") have been initially amended on 10 April 2002;

d) the Original Agreements, as so amended, have been afterwards amended with the

deed undersigned by the parties on 8 May 2003, also in consideration of the

transactions at that time pending between Idenix and Novartis Pharma AG for the

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acquisition, by this last, of the majority of the shareholding of Idenix (the

amendments indicated in this point have become effective on 8 May 2003,

following to the occurred execution of a "Development, License and

Commercialization Agreement" and of a "Manufacturing and Supply Agreement" by

and among Idenix, Idenix (Cayman) Limited and Novartis) (together, the "Novartis

Agreements");

e) the parties further amended the Original Agreements, as previously amended,

on 30 June 2004 (the "June 30 Letter Amendment");

f) with the present agreement the parties intend to further amend the terms of

the Original Agreements (the "Original Agreements", as amended through and

including this agreement, collectively, the "Cagliari Agreements", provided that

the "Cagliari Agreements" do not include the "Novartis Agreements");

now, therefore, in consideration of the premises and the mutual covenants herein

contained, Idenix, Idenix SARL and the University agree as follows:

1. The premises shall represent an integral and substantial part of this

agreement. Capital letter terms used and not otherwise defined herein shall

refer to the definitions provided under the Cagliari Agreements, which shall

apply for the purposes of this agreement.

2. "Subject Intellectual Property Rights" shall mean (A) those families of

patents and families of patent applications (including U.S. provisional patent

applications, conversions, continuations, divisions, continuations-in-part

thereof) (i) whose earliest priority filing date is before May 14, 2003 or (ii)

which include compounds or methods first disclosed in a patent or patent

application whose earliest priority filing date is before May 14, 2003, and

which are set forth in Exhibit A attached hereto under the caption "Original

Patents" ("Original Patents"); and (B) those families of patents and families of

patent applications (including U.S. provisional patent applications,

conversions, continuations, divisions and continuations-in-part thereof) other

than Original Patents whose earliest priority filing date is on or after 14 May

2003, and which are set forth in Exhibit A attached hereto under the caption

"Subsequent Patents" ("Subsequent Patents"). Exhibit A attached hereto shall

also replace and supercede the current Annex A to the License Agreement.

Subsequent amendments to Exhibit A shall occur as contemplated in paragraph five

of the June 30 Letter Amendment.

3. "Valid Claim" shall mean a claim (a) of any issued, unexpired patent included

in the Subject Intellectual Property Rights 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 included in the

Subject Intellectual Property Rights that has not been cancelled, withdrawn or

abandoned or been pending for more than ten (10) years.

4. The parties hereby agree that, in connection with any Subject Intellectual

Property Right sublicensed by Idenix to an Affiliate, Idenix shall pay to the

University:

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A. a royalty rate amounting to:

(i) [**]% of Net Sales performed, after the Effective Date

as defined under article 6, by such Affiliate (or its

Affiliates and/or sublicensees) of products which, but

for the license granted under the Cagliari Agreements,

would infringe one or more Valid Claims of an Original

Patent;

and

(ii) [**]% of Net Sales performed, after the Effective Date

as defined under article 6, by such Affiliate (or its

Affiliates and/or sublicensees) of products which, but

for the license granted under the Cagliari Agreements,

would infringe one or more Valid Claims of a Subsequent

Patent only;

plus

B. a percentage of any license fee, milestone payment and other cash

consideration, paid to Idenix by such Affiliate after the

Effective Date as defined under article 6 (excluding royalties

and amounts paid to fund or reimburse research, development,

manufacturing or commercialization expenses) with respect to

research, development or commercialization of products which, but

for the license granted under the Cagliari Agreements, the sale

of which products would infringe one or more Valid Claims of any

Subject Intellectual Property Right (an "Affiliate Fee"),

amounting to:

(i) [**]% of any Affiliate Fee where a relevant Subject

Intellectual Property Right is an Original Patent;

and

(ii) [**]% of any Affiliate Fee where the relevant Subject

Intellectual Property Right consists only of one or

more Subsequent Patents.

For clarification, in no event shall the University have any right or claim to

payments made by an Affiliate with respect to an Affiliate's purchase of Idenix

securities, any Idenix financing or any other payment made by an Affiliate other

than such payments which specifically relate to the Subject Intellectual

Property Rights and drug products covered thereby, as provided above. The

parties hereby agree that Novartis is an Affiliate.

In the case of direct exploitation by Idenix and / or of licensing to a third

party other than an Affiliate, the terms of the License Agreement as in effect

immediately prior to this agreement are and remain in effect unmodified by this

agreement.

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5. As regards the method of payment of the amounts indicated in the foregoing

art. 4 of this agreement, the parties hereby agree that art. 4 of the License

Agreement shall apply.

6. The amendments provided under the present agreement shall apply from the date

of its subscription by the last of all the subscribing parties to so subscribe

(the "Effective Date").

7. Notwithstanding anything in the Cagliari Agreements, Idenix and Idenix SARL

or their successor(s) shall have the right, without the University's consent, to

amend, modify or terminate any agreements, including the Novartis Agreements,

but excluding the Cagliari Agreements.

8. This agreement is drafted in English and, for the sole purpose of allowing

the University to better comprehend the relevant content, in Italian, being

understood that in case of contrasts between the English version and the Italian

version, the English one shall prevail.

9. Except as amended hereby, the Original Agreements remain in full force and

effect.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, Idenix, Idenix SARL and the University have caused this

agreement to be duly executed by their authorized representatives.

IDENIX PHARMACEUTICALS, INC.

By: /s/ Andrea J. Corcoran

---------------------------------

Name: Andrea J. Corcoran

Title: Executive Vice President,

Legal and Administration

Date October 24, 2005

IDENIX SARL

By: /s/ Jean-Pierre Sommadossi

---------------------------------

Name: Jean-Pierre Sommadossi

Title: Chairman and Chief Executive

Officer

Date October 24, 2005

THE UNIVERSITY

By: /s/ Pasquale Mistretta

---------------------------------

Prof. Pasquale Mistretta

Chancellor of the University

Date October 24, 2005

By: /s/ Paolo La Colla

---------------------------------

Prof. Paolo La Colla

Date October 24, 2005

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EXHIBIT A

<TABLE>

ORIGINAL PATENTS

------------------------------------------------------------------------------------------------------------------------------------

PATENT / ISSUE /

FILING SERIAL PUBLICATION PUB.

TITLE & DOCKET NAME COUNTRY OWNER INVENTORS DATE NUMBER NUMBER DATE STATUS

------------------------------- -------------- ------ ------------- -------- ------------ ----------- -------- ------------

[**] [**] [**] [**] [**] [**] [**]

IDX 1006 U.S. USC P. LaColla, 5/26/01 09/863,816 2003/0060400 3/27/03 Allowed

IDXINC JP Sommadossi

[**] [**] [**] [**] [**] [**] [**]

IDX 1006 CON 3 U.S. USC P. LaColla, 6/20/03 10/602,692 2004/0097462 5/20/04 Published

IDXINC JP Sommadossi

IDX 1006 DIV U.S. USC P. LaColla, 6/20/03 10/602,693 2004/0063622 4/01/04 Published

IDXINC JP Sommadossi

IDX 1006 PCT USC P. LaColla, 5/26/01 US01/16687 WO 01/92282 12/06/01 National

IDXCAY JP Sommadossi Phase

Entered

[**] [**] [**] [**] [**] [**] [**]

IDX 1006 Venezuela USC P. LaColla, 5/26/01 1134-2001 459 Published

IDXCAY JP Sommadossi

[**] [**] [**] [**] [**] [**] [**]

IDX 1006 Thailand USC P. LaColla, 5/26/01 065737 58870 Published

IDXCAY JP Sommadossi

[**] [**] [**] [**] [**] [**] [**]

</TABLE>

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<TABLE>

IDX 1006 Brazil USC P. LaColla, 5/26/01 200200759 1735 Published

IDXCAY JP Sommadossi

[**] [**] [**] [**] [**] [**] [**]

IDX 1006 China USC P. LaColla, 5/26/01 01813182.4 1468249 Published

IDXCAY JP Sommadossi

IDX 1006 Czech Republic USC P. LaColla, 5/26/01 PV 2002-4225 10-2003 Published

IDXCAY JP Sommadossi

[**] [**] [**] [**] [**] [**] [**]

IDX 1006 Hong Kong USC P. LaColla, 5/26/01 03102884.2 1051203 Published

IDXCAY JP Sommadossi

[**] [**] [**] [**] [**] [**] [**]

[**] [**] [**] [**]