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Exhibit
10.4
Convertible Promissory
Note Amendment No. 1
This Convertible Promissory
Note Amendment No. 1 (the “First Amendment to
Note”) is entered into as of June 12, 2007 (the
“Amendment Date”) by and between PTC Therapeutics,
Inc., a Delaware corporation (“PTC”), and CV
Therapeutics, Inc., a Delaware corporation (“CVT”), for
the purpose of amending the Convertible Promissory Note between the
same parties dated June 7, 2006 (hereinafter referred to as
the “Convertible Note”), with reference to the
following facts and circumstances.
WHEREAS, PTC and CVT entered
into the Convertible Note in connection with the Collaboration and
License Agreement (the “Collaboration Agreement”) dated
as of June 7 th ,
2006; and
WHEREAS, the parties now wish
to amend the terms of Convertible Note as set forth in this First
Amendment to Note;
NOW, THEREFORE, IN
consideration of the mutual covenants and conditions contained
herein, and for other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the Parties
hereby
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