29.  Plaintiff brings this action on his own behalf and as a class action on  behalf of all owners of Inhibitex common stock and their successors in interest,  except Defendants and their affiliates (the “Class”).   31.  Inhibitex describes itself as a biopharmaceutical company focused on  the development of differentiated anti-infective products to prevent or treat serious  infections. The Company’s research and development efforts focus on oral, small  molecule compounds to treat viral infections, and in particular, chronic infections  caused by HCV and herpes zoter, which is caused by the varicella zoster virus. The  Company’s product candidates include INX-189, HCV Nucleotide Polymerase  Inhibitors, FV-100, Staphylococcal Vaccines, and Aurexis.   32.  The Company’s product candidates are entering a promising market.  For example, a report by research firm Decision Resources states that the market  for hepatitis C drugs is expected to soar to $16 billion in 2015 from $1.7 billion in  2010 in major commercial markets.   34.  On September 19, 2011, the Company touted the progress of its  product candidates by issuing a press release announcing the Company has  recently commenced dosing in a 90-patient randomized, placebo controlled,  treatment guided, Phase 2 clinical trial to evaluate the safety, tolerability and  antiviral activity of INX-189 in combination with pegylated interferon and  ribavirin in chronic HCV-infected genotype 2 and 3 treatment naïve patients.   59.  Plaintiff repeats all previous allegations as if set forth in full herein.   60.  Plaintiff brings this claim individually and not on behalf of the class.     61.  Defendants have issued the Recommendation Statement with the  intention of soliciting shareholder support of the Proposed Transaction.   63.  The Recommendation Statement violates the Sections 14(d)(4) and  14(e) because it omits material facts, including those set forth above. Moreover, in  the exercise of reasonable care, defendants should have known that the  Recommendation Statement is materially misleading and omits material facts that  are necessary to render them non-misleading.   64.  The misrepresentations and omissions in the Recommendation  Statement are material to Plaintiff, and Plaintiff will be deprived of his entitlement  to make a fully informed decision if such misrepresentations and omissions are not  corrected prior to the expiration of the tender offer.  65.  Plaintiff repeats all previous allegations as if set forth in full herein.   67.  The Individual Defendants’ recommendation of the Proposed  Transaction will result in change of control of the Company, which imposes  heightened fiduciary responsibilities to maximize Inhibitex’s value for the benefit  of the stockholders and requires enhanced scrutiny by the Court.    68.  The Individual Defendants have breached their fiduciary duties of  loyalty, good faith, and independence owed to the shareholders of Inhibitex  because, among other reasons:  (a)  they failed to take steps to maximize the value of Inhibitex to  its public shareholders and took steps to avoid competitive bidding;  (b)  they failed to properly value Inhibitex; and  (c)  they ignored or did not protect against the numerous conflicts  of interest resulting from the directors’ own interrelationships or connection with  the Proposed Transaction.   70.  Unless enjoined by this Court, the Individual Defendants will continue  to breach their fiduciary duties owed to Plaintiff and the Class, and may  consummate the Proposed Transaction, to the irreparable harm of the Class.    71.  Plaintiff and the Class have no adequate remedy at law.  72.  Plaintiff repeats all previous allegations as if set forth in full herein.   73.  The fiduciary duties of the Individual Defendants in the circumstances  of the Proposed Transaction require them to disclose to Plaintiff and the Class all  information material to the decisions confronting Inhibitex’s shareholders.   74.    As set forth above, the Individual Defendants have breached their  fiduciary duty through materially inadequate disclosures and material disclosure  omissions.    75.  As a result, Plaintiff and the Class members are being harmed  irreparably.    76.  Plaintiff and the Class have no adequate remedy at law.  78.  As alleged in more detail above, Defendants Inhibitex, Bristol-Myers  Squibb, and Merger Sub have aided and abetted the Individual Defendants’  breaches of fiduciary duties.    79.  As a result, Plaintiff and the Class members are being harmed.    Aiding and Abetting  (Class Claim Against Inhibitex, Bristol-Myers Squibb, and Merger Sub)   Breach of Fiduciary Duties   (Class Claim Against Individual Defendants)   Breach of Fiduciary Duty -- Disclosure  (Class Claim Against Individual Defendants)   Company Background and its Poise for Growth   Violations of Section 14(d)(4) and 14(e) of the Exchange Act  (Brought Individually Against Individual Defendants)   