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Exhibit
10.1
March 30,
2008
Michel de Rosen
407 Pugh Road
Wayne, PA 19087
Dear Michel,
In connection with your
resignation as Chief Executive Officer and President of ViroPharma
Incorporated (the “Company”), the terms of the option
agreements (the “Option Agreements”) granted to you
while an employee of the Company provide that such Option
Agreements shall terminate ninety (90) days following your
termination of employment. As a recognition of your continuing
service to the Company, the Company hereby amends the Option
Agreements listed on Schedule A hereto (the “Amended
Options”) to provide that for as long as you continue to
serve as a member of the Board of Directors of the Company or any
subsidiary, or as an advisor or consultant of the Company or any
subsidiary (an “Eligible Person”), other than as a
result of death or Disability (as defined in the Option Agreement),
the Amended Options shall remain outstanding and
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(i) |
to the extent the Amended Options are vested, they shall remain
exercisable; and |
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(ii) |
to the extent the Amended Options are not vested, they shall
continue to vest pursuant to the terms set forth in each such
option agreement; |
provided however ; that the term
set forth in each Amended Option shall remain in effect and shall
not be modified.
In addition, as a result of
the amendments, all of the Amended Options shall be
nonstat
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