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PURCHASE AGREEMENT
February 24, 2000
February 24, 2000
Morgan Stanley & Co. Incorporated
U.S. Bancorp Piper Jaffray Inc.
c/o Morgan Stanley & Co. Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Mesdames:
VIROPHARMA INCORPORATED, a Delaware corporation (the "Company"), proposes
to issue and sell to the several purchasers named in Schedule I hereto (the
"Initial Purchasers") $150,000,000 principal amount of its 6% Convertible
Subordinated Notes due 2007 (the "Firm Securities") to be issued pursuant to the
provisions of an Indenture (the "Indenture") between the Company and Summit
Bank, as Trustee (the "Trustee"). The Company also proposes to issue and sell to
the Initial Purchasers not more than an additional $30,000,000 principal amount
of its 6% Convertible Subordinated Notes due 2007 (the "Additional Securities")
if and to the extent that you shall have determined to exercise, on behalf of
the Initial Purchasers, the right to purchase such 6% Convertible Subordinated
Notes due 2007 granted to the Initial Purchasers in Section 2 hereof. The Firm
Securities and the Additional Securities are hereinafter collectively referred
to as the "Securities". The Securities will be convertible into shares of Common
Stock, $.002 par value, of the Company (the "Underlying Securities").
(snip)
SCHEDULE I
Principal Amount of Firm
Initial Purchaser Securities to be Purchased
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Morgan Stanley & Co. Incorporated $120,000,000
U.S. Bancorp Piper Jaffray Inc. 30,000,000
Total: $150,000,000
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