VIROPHARMA INCORPORATED 2000 EMPLOYEE STOCK PURCHASE PLAN (As amended and restated effective January 1, 2013)

Exhibit 10.32

VIROPHARMA INCORPORATED

2000 EMPLOYEE STOCK PURCHASE PLAN

(As amended and restated effective January 1, 2013)

1. Purpose.

The ViroPharma Incorporated 2000 Employee Stock Purchase Plan (the “Plan”) is intended to encourage and facilitate the purchase of Shares of the Common Stock of ViroPharma Incorporated (the “Company”) by employees of a Participating Company, thereby providing employees with a personal stake in the Company and a long range inducement to remain in the employ of a Participating Company. It is the intention of the Company that the Plan qualify as an “employee stock purchase plan” within the meaning of section 423 of the Code for one or more Offerings made under the Plan.  The Plan is not intended and shall not be construed as constituting an “employee benefit plan,” within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

2. Definitions.

(a) “Account” means a bookkeeping account established by the Finance Department of the Company on behalf of a Participant to hold Payroll Deductions.

(b) “Approved Leave of Absence” means a leave of absence that has been approved by the applicable Participating Company pursuant to the terms of the Company’s Leave of Absence policy, as in effect from time to time.

(c) “Board” means the Board of Directors of the Company.

(d) “Business Day” means a day on which national stock exchanges are open for trading.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Committee” means the Committee appointed pursuant to section 14 of the Plan.

(g) “Company” means ViroPharma Incorporated.

(h) “Compensation” means an Employee’s cash compensation payable for services to a Participating Company during an Offering Period. The Committee may make modifications to the definition of Compensation for one or more Offerings as deemed appropriate.

(i) “Election Form” means the form acceptable to the Finance Department of the Company which an Employee shall use to make an election to purchase Shares through Payroll Deductions pursuant to the Plan.

(j) “Eligible Employee” means an Employee who meets the requirements for eligibility under section 3 of the Plan.

(k) “Employee” means a person who is an employee of a Participating Company.

(l) “Enrollment Period” means, with respect to a given Offering Period, the dates

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established from time to time by the Finance Department of the Company, which shall be not later than the first day of such Offering Period, that an Employee may elect to participate in the Plan.

(m) “Fair Market Value” means the closing price per Share on the principal national securities exchange on which the shares are listed or admitted to trading or, if not listed or traded on any such exchange, the fair market value as reasonably determined by the Board, which determination shall be conclusive.

(n) “Five Percent Owner” means an Employee who, with respect to a Participating Company, is described in section 423(b)(3) of the Code.

(o) “Initial Offering Period” means the period from January 1, 2013 until April 30, 2013.

(p) “Offering” means an offering of Shares to Eligible Employees pursuant to the Plan.

(q) “Offering Commencement Date” means the first Business Day on or after May 1 or the first Business Day on or after November 1 of each year.

(r) “Offering Period” means the Initial Offering Period and thereafter the period extending from an Offering Commencement Date through the following Offering Termination Date.

(s) “Offering Termination Date” means the last Business Day in the period ending on each October 31 and April 30 immediately following an Offering Commencement Date.

(t) “Option Price” means 85 percent of the lesser of: (1) the Fair Market Value per Share on the Offering Commencement Date, or if such date is not a trading day, then on the next trading day thereafter or (2) the Fair Market Value per Share on the Offering Termination Date, or if such date is not a trading day, then on the next trading day thereafter.

(u) “Participant” means an Employee who meets the requirements for eligibility under section 3 of the Plan and who has timely delivered an Election Form to the Finance Department of the Company.

(v) “Participating Company” means the Company and subsidiaries of the Company, within the meaning of section 424(f) of the Code, authorized from time to time by the Board to extend the benefits of the Plan to their Eligible Employees.  Each Participating Company in the Plan is listed in the attached Schedule A.

(w) “Payroll Deductions” means amounts withheld from a Participant’s Compensation pursuant to the Plan, as described in section 5 of the Plan.

(x) “Plan” means ViroPharma Incorporated 2000 Employee Stock Purchase Plan, as set forth in this document, and as may be amended from time to time.

(y) “Plan Termination Date” means the earlier of:

(1) The Offering Termination Date for the Offering in which the maximum number of Shares specified in section 10 of the Plan have been issued pursuant to the Plan; or

(2) The date as of which the Board chooses to terminate the Plan as provided in section 15

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of the Plan.

(z) “Shares” means shares of common stock of the Company, $.002 par value per Share.

(aa) “Successor-in-Interest” means the Participant’s executor or administrator, or such other person or entity to whom the Participant’s rights under the Plan shall have passed by will or the laws of descent and distribution.

(bb) “Termination Form” means the form acceptable to the Finance Department of the Company which an Employee shall use to withdraw from an Offering pursuant to section 8 of the Plan.

3. Eligibility and Participation.

(a) Initial Eligibility. Except as provided in section 3(b) of the Plan or otherwise determined by the Committee and set forth in the terms of the applicable Offering, each individual who (i) completed an Election Form and filed it with the Finance Department of the Company during the applicable Enrollment Period and (ii) is an Employee on an Offering Commencement Date shall be eligible to participate in the Plan with respect to the Offering that commences on that date.

(b) Ineligibility. An Employee shall not be eligible to participate in the Plan if such Employee:

(1) Is a Five Percent Owner;

(2) Has not customarily worked more than 20 hours per week; or

(3) Is restricted from participating under section 3(d) of the Plan.

(c) Leave of Absence. An Employee on an Approved Leave of Absence shall be eligible to participate in the Plan, subject to the provisions of sections 5(d) and 8(d) of the Plan. An Approved Leave of Absence shall be considered active employment for purposes of sections 3(b)(2) and 3(b)(3) of the Plan.

(d) Restrictions on Participation and Accrual Limitation. Notwithstanding any provisions of the Plan to the contrary, no Employee shall be granted an option to participate in the Plan if:

(1) Immediately after the grant, such Employee would be a Five Percent Owner; or

(2) Such option would permit such Employee’s rights to purchase stock under all employee stock purchase plans of the Participating Companies which meet the requirements of section 423(b) of the Code to accrue at a rate which exceeds $25,000 in fair market value (as determined pursuant to section 423(b)(8) of the Code) for each calendar year in which such option is outstanding. Notwithstanding the foregoing annual limitation, each option granted for an Offering Period shall provide the Participant with the right to purchase Shares under the Plan with an aggregate Fair Market Value of up to $25,000 (determined at the time the option was granted during the Offering Period) on the related Offering Termination Date.

(e) Commencement of Participation. An Employee who meets the eligibility requirements of sections 3(a) and 3(b) of the Plan and whose participation is not restricted under section 3(d) of the Plan shall become a Participant by completing an Election Form and filing it with the

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Finance Department of the Company during the applicable Enrollment Period. Payroll Deductions for a Participant shall commence on the applicable Offering Commencement Date when his or her authorization for Payroll Deductions becomes effective, and shall end on the Plan Termination Date, unless sooner terminated by the Participant pursuant to section 8 of the Plan. Notwithstanding the foregoing sentence, to the extent necessary to comply with section 423(b)(8) of the Code and section 3(d) of the Plan, a Participant’s payroll deductions may be decreased to zero percent (0%) at any time during an Offering Period; provided, that such Payroll Deductions shall recommence at the rate as provided in such Participant’s Enrollment Form at the beginning of the first Offering Period that is scheduled to end in the following calendar year, unless terminated by the Participant as provided in section 8 of the Plan.

4. Shares Per Offering.

The Plan shall be implemented by a series of Offerings that shall terminate on the Plan Termination Date. Offerings shall be made with respect to Compensation payable for each Offering Period occurring on or after adoption of the Plan by the Board and ending with the Plan Termination Date. The terms and conditions of each Offering may vary and two or more Offerings may run concurrently under the Plan, each with its own terms and conditions   The Participants in each Offering shall have equal rights and privileges under that Offering in accordance with the requirements of section 423(b)(5) of the Code. Shares available for any Offering shall be the difference between the maximum number of Shares that may be issued under the Plan, as determined pursuant to section 10(a) of the Plan, for all of the Offerings, less the actual number of Shares purchased by Participants pursuant to prior Offerings. If the total number of Shares for which options are exercised on any Offering Termination Date exceeds the maximum number of Shares available, the Committee shall make a pro rata allocation of Shares available for delivery and distribution in as nearly a uniform manner as practicable, and as it shall determine to be fair and equitable, and the unapplied Account balances shall be returned to Participants as soon as practicable following the Offering Termination Date.

5. Payroll Deductions.

(a) Amount of Payroll Deductions. An Eligible Employee who wishes to participate in the Plan shall file an Election Form (authorizing payroll deductions) with the Finance Department of the Company during the applicable Enrollment Period.

(b) Participants’ Accounts. All Payroll Deductions with respect to a Participant pursuant to section 5(a) of the Plan shall commence on the first payroll following the Offering Commencement Date and shall end of the last payroll in the Offering Period to which such authorization is applicable, unless sooner terminated by the Participant as provided in section 8. All Payroll Deductions will be credited to the Participant’s Account under the Plan.

(c) Changes in Payroll Deductions. A Participant may discontinue his participation in the Plan as provided in section 8(a) of the Plan, but no other change can be made during an Offering, including, but not limited to, changes in the amount of Payroll Deductions for such Offering. A Participant may change the amount of Payroll Deductions for subsequent Offerings by giving written notice of such change to the Finance Department of the Company during the applicable Enrollment Period for such Offering Period.

(d) Leave of Absence. Except to the extent otherwise required by applicable law, a

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Participant who goes on an Approved Leave of Absence before the Offering Termination Date after having filed an Election Form with respect to such Offering may:

(1) Withdraw the balance credited to his or her Account pursuant to section 8(b) of the Plan;

(2) Discontinue contributions to the Plan but remain a Participant in the Plan through the earlier of (i) the Offering Termination Date or (ii) the close of business on the 90th day of such Approved Leave of Absence unless such Employee shall have returned to regular non-temporary employment before the close of business on such 90th day;

(3) Remain a Participant in the Plan during such Approved Leave of Absence through the earlier of (i) the Offering Termination Date or (ii) the close of business on the 90th day of such Approved Leave of Absence unless such Employee shall have returned to regular non-temporary employment before the close of business on such 90th day, and continue the authorization for the Participating Company to make Payroll Deductions for each payroll period out of continuing payments to such Participant, if any.

(e) Other forms of Contributions. To the extent required by applicable law, the Committee may permit Participants in one or more Offerings to contribute to the Plan by means other than payroll deductions.

6. Granting of Options.

On each Offering Termination Date, each Participant shall be deemed to have been granted an option to purchase a minimum of one (1) Share and a maximum number of Shares that shall be a number of whole Shares equal to the quotient obtained by dividing the balance credited to the Participant’s Account as of the Offering Termination Date, by the Option Price.

7. Exercise of Options.

(a) Automatic Exercise. With respect to each Offering, a Participant’s option for the purchase of Shares granted pursuant to section 6 of the Plan shall be deemed to have been exercised automatically on the Offering Termination Date applicable to such Offering.

(b) Fractional Shares and Minimum Number of Shares. Fractional Shares shall not be issued under the Plan.  Amounts credited to an Account remaining after the application of such Account to the exercise of options for a minimum of one (1) full Share shall be credited to the Participant’s Account for the next succeeding Offering, or, if the Participant elects not to participate in the succeeding Offering, returned to the Participant as soon as practicable following the Offering Termination Date, without interest.

(c) Transferability of Option. No option granted to a Participant pursuant to the Plan shall be transferable other than by will or by the laws of descent and distribution, and no such option shall be exercisable during the Participant’s lifetime other than by the Participant.

(d) Delivery of Shares. As soon as practicable following the Offering Termination Date, the Company shall electronically deposit Shares acquired on the exercise of options during an Offering Period in the ESPP Brokerage Account pursuant to section 7(e).

(e) ESPP Brokerage Account.  Except as otherwise permitted by the Committee in its sole

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discretion, the Shares purchased pursuant to a Participant’s option shall be deposited directly into a brokerage account which the Company shall establish for the Participant at a Company-designated brokerage firm.  The account will be known as the ESPP Brokerage Account.  The following policies and procedures shall be in place for any Shares deposited into the Participant’s ESPP Brokerage Account until those Shares have been held for the requisite period necessary to avoid a disqualifying disposition under U.S. federal tax laws:

(1)                                 Shares must be held in the ESPP Brokerage Account until the later of the following two periods: (x) the end of the two (2)-year period measured from the start date of the Offering Period in which the Shares were purchased and (y) the end of the one (1)-year period measured from the actual purchase date of those Shares.