EXHIBIT 10.13
TERMINATION AND REINSTATEMENT
AGREEMENT
This Termination and Reinstatement
Agreement, dated this 9th day of June, 1999, by and between Emory
University, a Georgia non-profit corporation (“Emory”)
and PHARMASSET, Ltd., a Barbados corporation
(“PHARMASSET”).
WITNESSETH:
WHEREAS, the parties hereto entered
into that certain License Agreement, dated as of December 8,
1998, whereby Emory licensed to PHARMASSET “Enantiomerically
Enriched FTC” as defined therein, and in which Emory
warranted and represented to PHARMASSET that its entering into such
License Agreement would not constitute a breach of any other
agreement to which Emory is party, a copy of which License
Agreement is attached as Exhibit I hereto (the “License
Agreement”);
WHEREAS, prior to the effective date
of the License Agreement, PHARMASSET executed and delivered to
Emory a letter agreement in the form attached as Exhibit 2 by the
terms of which PHARMASSET agreed to be bound by the terms of
Section 2.7(b) of that certain License Agreement by and
between Emory and Triangle Pharmaceuticals, Inc.
(“Triangle”), dated April 17, 1996
(“Triangle License”), which letter was intended by the
parties hereto to be delivered by Emory to Triangle as a condition
to the License Agreement, all as provided for in
Section 2.7(c) of the Triangle License;
WHEREAS, due to the death of the
General Counsel of Emory, the parties hereto are uncertain as to
whether said letter agreement was in fact so delivered to Triangle
as intended prior to the effective date of the License Agreement;
and
WHEREAS, the parties hereto mutually
desire to ensure proper and timely delivery of the
