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EXHIBIT 10.30
[/\#/\] CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
AMENDMENT NO. 3 TO PATENT AND TECHNOLOGY LICENSE AGREEMENT
This Amendment No. 3 to Patent and
Technology License Agreement (THIRD
AMENDMENT) is made and entered into as of
November 6, 2003 by and between
Myogen, Inc. (LICENSEE) and the Board of
Regents (BOARD) of the University of
Texas System (SYSTEM).
RECITALS
A. LICENSEE and BOARD entered into a Patent
and Technology License Agreement
effective as of December 1, 1999, and
amended as of July 7, 2000 and December
20, 2001 (LICENSE AGREEMENT).
B. LICENSEE and BOARD wish to further amend
the terms of the LICENSE AGREEMENT
as set forth below.
NOW, THEREFORE, it is hereby agreed as
follows:
1. Section 4.5 of the LICENSE AGREEMENT
shall be revised to read in its entirety
as follows:
"4.5 For the period commencing with the EFFECTIVE DATE and
continuing
through the [/\#/\] BOARD grants LICENSEE
an exclusive option (OPTION) to
negotiate an exclusive, royalty-bearing,
worldwide license for inventions,
discoveries and intellectual properties
related to LICENSED SUBJECT MATTER that
were developed by INVENTOR at UT
SOUTHWESTERN and: (i) which result from
research conducted under funding sources
other than the SPONSORED RESEARCH
AGREEMENT; and (ii) which are not otherwise
obligated to any other third party;
and (iii) which are not for use within GENE
THERAPY. This exclusive right to
negotiate a license will extend for 12
months (OPTION PERIOD) commencing with
receipt by LICENSEE of a written
description of the invention from UT
SOUTHWESTERN. During the OPTION PERIOD,
LICENSEE will pay all patent expenses
incurred by UT SOUTHWESTERN for inventions,
discoveries and intellectual
properties included under the OPTION not to
exceed [/\#/\]. LICENSEE may
exercise its option at any time during the
OPTION PERIOD by notifying BOARD and
UT SOUTHWESTERN in writing of its intent to
exercise this option. If LICENSEE
exercises its OPTION, BOARD and UT
SOUTHWESTERN agree to diligently negotiate
with LICENSEE for an exclusive,
royalty-bearing, worldwide license. Such license
will provide for a license fee of [/\#/\],
an annual license reissue fee of
[/\#/\], a royalty rate as specified in
Section 5.1(d), and other reasonable and
customary terms as the parties may agree
upon. In the event that the parties are
unable to successfully negotiate an
exclusive license agreement within 90 days
after LICENSEE exercises its OPTION, either
party may supply the other with
written notice of its intent to terminate
license negotiations. If license
negotiations are terminated, LICENSEE will,
for an additional 3 month period
retain the right t
