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To: scaram(o)uche who wrote (1080)12/13/2002 3:45:43 PM
From: scaram(o)uche  Respond to of 2557
 
S-3, 9/22/99, Morgan Stanley and Piper Jaffray.

and I found this, don't know if it's the latest......

SELLING SECURITYHOLDERS

We originally issued the notes in a private placement in March 2000.
Selling securityholders may offer and sell the notes and the underlying common
stock pursuant to this prospectus.

The following table contains information as of April 30, 2000, with respect
to the selling securityholders and the principal amount of notes and the
underlying common stock beneficially owned by each selling security holders that
may be offered using this prospectus.



Principal Amount of                                          
Notes Beneficially Percentage of Number of Percentage of
Owned and Notes Shares of That Common Stock
Name Offered Hereby Outstanding May be Sold(1) Outstanding(2)

AIG / National Union Fire Insurance $ 590,000 * 5,405 *
American Masters Fund "Ag
Absolute Return Series" LTD 1,560,000 1.0 14,292 *
Angelo, Gordon & Co., L.P. 4,000,000 2.2 36,646 *
Argent Classic Convertible
Arbitrage Fund (Bermuda) L.P. 2,000,000 1.0 18,323 *
Castle Convertible Fund, Inc. 250,000 * 2,290 *
Credit Suisse First Boston
Corporation 5,000,000 2.8 45,808 *
Delaware PERS 1,075,000 * 9,848 *
Deutsche Bank Securities 20,900,000 11.6 191,479 1.3
Donaldson, Lufkin & Jenrette
Securities Corp 2,710,000 1.5 24,828 *
First Republican Bank 85,000 * 778 *
IBM Retirement Plan - High
Income 270,000 * 2,473 *
ICI American Holdings Trust 560,000 * 5,130 *
Island Holdings 45,000 * 412 *
Kentfield Trading, Ltd. 450,000 * 4,122 *
Leonardo, L.P. 18,800,000 10.4 172,240 1.1
Lipper Convertibles, L.P. 7,000,000 3.9 64,131 *
Michaelangelo, L.P. 6,560,000 3.6 60,100 *
Nalco Chemical Company 290,000 * 2,656 *
Narragansett I, LP 588,000 * 5,387 *
Narragansett Offshore, Ltd. 462,000 * 4,232 *
Paloma Securities L.L.C. 4,000,000 2.2 36,646 *
R/2/ Investments, LDC 18,550,000 10.3 169,949 1.1
Raphael II, LTD. 1,560,000 1.0 14,292 *
RCG Multi Strategy Account, L.P. 4,340,000 2.4 39,761 *
San Diego County Employee's
Retirement Association 290,000 * 2,656 *
State of Oregon Equity 3,200,000 1.8 29,317 *
Starvest Combined Portfolio 750,000 * 6,871 *
Triarc Companies Inc. 780,000 * 7,146 *
Winchester Convertible Plus Ltd. 465,000 * 4,260 *
Zeneca Holdings Trust 535,000 * 4,901 *
Any other holder of Notes or
future transferee, pledgee, donee 72,335,000 40.1 662,711 4.3
or successor of any holder (3)(4)

________________________

* Less than


37


(1) Assumes conversion of all of the holder's notes at a conversion price of
$109.15 per share of common stock. However, this conversion price will be
subject to adjustment as described under "Description of Notes--Conversion of
Notes." As a result, the amount of common stock issuable upon conversion of the
notes may increase or decrease in the future.

(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act using 15,184,541
shares of common stock outstanding as of August 1, 2000. In calculating this
amount, we treated as outstanding the number of shares of common stock issuable
upon conversion of all of that particular holder's notes. However, we did not
assume the conversion of any other holder's notes.

(3) Information about other selling security holders will be set forth in
prospectus supplements, if required.

(4) Assumes that any other holders of notes, or any future transferees,
pledgees, donees or successors of or from any such other holders of notes, do
not beneficially own any common stock other than the common stock issuable upon
conversion of the notes at the initial conversion rate.

We prepared this table based on the information supplied to us by the
selling securityholders named in the table.



To: scaram(o)uche who wrote (1080)12/13/2002 4:18:00 PM
From: scaram(o)uche  Read Replies (1) | Respond to of 2557
 
bingo!

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

Morgan Stanley & Co. Incorporated $120,000,000
U.S. Bancorp Piper Jaffray Inc. 30,000,000



Total: $150,000,000
============