TRADEMARK LICENSE AGREEMENT

Exhibit 10.9

TRADEMARK LICENSE AGREEMENT

between

PIERRE FABRE MEDICAMENT S.A.

and

NOVACEA, Inc.

Dated

July 19, 2005

TABLE OF CONTENTS

i

ii

SCHEDULES

iii

TRADEMARK LICENSE AGREEMENT

THIS TRADEMARK LICENSE AGREEMENT (the “Agreement”) is executed on July 19, 2005 (the “Effective Date”) by and between P IERRE F ABRE M EDICAMENT S.A., a corporation organized under the laws of France with headquarters at 45, place Abel-Gance, 92100 B OULOGNE , F RANCE (“P IERRE F ABRE ”), and N OVACEA , I NC ., a Delaware corporation with a principal place of business at 601 Gateway Boulevard, Suite 800, S OUTH S AN F RANCISCO , California 94080, U.S.A. (“N OVACEA ”).

RECITALS

WHEREAS , concurrently with the execution of this Agreement, P IERRE F ABRE and N OVACEA are entering into a Patent and Know-How License Agreement and a Supply Agreement with respect to the development, marketing and sale of a Vinca Alkaloid derivative known as “V INORELBINE ” (INN), formulated in softgel capsules and already registered, marketed and sold by P IERRE F ABRE or its Affiliates in various countries, and

WHEREAS , in connection with the rights and licenses granted to N OVACEA under such Patent and Know-How License Agreement, P IERRE F ABRE agrees to further grant to N OVACEA a license to use the Trademark [*], including if necessary or desirable, an alternative trademark that would also be owned by P IERRE F ABRE , to market and sell the Licensed Product in the N OVACEA Territory.

NOW , THEREFORE , in consideration of the premises and the mutual covenants and agreements herein contained, the Parties agree as follows:

ARTICLE 1 – DEFINITIONS

For purposes of this Agreement, the capitalized terms not defined herein shall have the meanings set forth in Schedule 1 attached hereto and incorporated herein by reference.

ARTICLE 2 – TRADEMARK LICENSE

2.1.1. License Grant by P IERRE F ABRE to N OVACEA . P IERRE F ABRE hereby grants to N OVACEA , and N OVACEA accepts, an exclusive right and license to identify the Licensed Product by means of the Trademark in the N OVACEA Territory and to promote, market and sell such Licensed Product in the N OVACEA Territory under the Trademark (the “Trademark License”).

2.1.2. Obligation to use Trademark . During the Royalty Term of this Agreement, N OVACEA agrees to use the Trademark in each country of the N OVACEA Territory to identify, promote, market and sell the Licensed Product. No later than twelve (12) months prior to the end of the Royalty Term, N OVACEA shall notify P IERRE F ABRE in writing of its decision whether

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

or not to continue using the Trademark after expiration of the Royalty Term. If N OVACEA decides to use the Trademark after expiration of the Royalty Term, this Agreement shall remain in effect and N OVACEA shall continue to use the Trademark until it otherwise notifies P IERRE F ABRE pursuant to Section 9.1. If N OVACEA decides not to use the Trademark after expiration of the Royalty Term, N OVACEA ’s right to use the Trademark shall be of no further force and effect after expiration of the Royalty Term. If N OVACEA fails to deliver timely notice pursuant to this Section 2.1.2, it shall be deemed to have elected to continue to use the Trademark after the expiration of the Royalty Term.

2.1.3. Use of Substitute Trademark after End of Royalty Term . If N OVACEA elects not to use the Trademark after expiration of the Royalty Term, N OVACEA may adopt a substitute trademark for use on the Licensed Product after expiration of the Royalty Term (the “Substitute Trademark”). All right, title and interest in and to any such Substitute Trademark shall belong to N OVACEA and said Substitute Trademark shall not be regarded as a Trademark within the scope of this Agreement. P IERRE F ABRE shall provide all reasonably requested assistance to N OVACEA in the transition from use of the Trademark to use of N OVACEA ’s Substitute Trademark and N OVACEA shall reimburse P IERRE F ABRE for all reasonable out-of-pocket expenses incurred in connection with such assistance.

2.1.4. Restriction on P IERRE F ABRE use of Substitute Trademark . Recognizing that the goodwill in any Substitute Trademark will be the result of efforts by N OVACEA , P IERRE F ABRE agrees not to use such Substitute Trademark, or any trademark confusingly similar thereto, on any product or service.

2.2.1. Choice of Alternative Trademark . If within one hundred and eighty (180) days after the Effective Date, N OVACEA determines that [*] should not be used to identify the Licensed Product and that an alternative trademark is preferable, then N OVACEA shall have the right to propose an alternative trademark to P IERRE F ABRE (for P IERRE F ABRE ’ S approval, not to be unreasonably withheld if such alternative trademark is consistent with the Global Commercialization Strategy) for identifying, promoting, marketing and selling the Licensed Product in the N OVACEA Territory (the “Alternative Trademark”). N OVACEA will undertake the obligation and expense of conducting a comprehensive trademark search of any Alternative Trademark for use in each country in the N OVACEA Territory, and P IERRE F ABRE will undertake the obligation and expense of filing applications to register said Alternative Trademark in each such country. When (i) the Alternative Trademark is approved by the Parties, (ii) trademark applications for the Alternative Trademark have proceeded to the stage where they are no longer subject to opposition in the United States and Canada, and (iii) such Alternative Trademark receives regulatory approval, then all terms and conditions of this Agreement shall apply, mutatis mutandis , to the use and registration of such Alternative Trademark and, thereafter the term “Trademark” shall include such Alternative Trademark. In the event that an Alternative Trademark approved by the Parties is not registrable in the United States or Canada, N OVACEA may propose another Alternative Trademark and the provisions of this Section 2.2 shall be applicable thereto.

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

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2.2.2. Use of Alternative Trademark by P IERRE F ABRE . P IERRE F ABRE shall have the right to use any Alternative Trademark chosen by N OVACEA pursuant to Section 2.2.1 (i) in the P IERRE F ABRE Territory during and after the Royalty Term and (ii) in each country of the N OVACEA Territory with respect to which Termination (as defined in Section 9.3 below) has occurred.

2.3.1. Trademark Ownership . N OVACEA agrees to accurately reflect P IERRE F ABRE ’s identity as manufacturer and licensor of the Licensed Product and owner of the Trademark on packaging, package inserts, Licensed Product literature, promotional materials and advertising literature in accordance with applicable Legal Requirements.

2.3.2. P IERRE F ABRE Trade Names and Logos . So long as N OVACEA uses the Trademark in the N OVACEA Territory, P IERRE F ABRE hereby grants to N OVACEA a limited non-exclusive right to the use in the N OVACEA Territory of certain of its trade names and logos to be specifically selected by the JCC in connection with the development and commercialization activities provided for in the Patent and Know-How License Agreement subject to the applicable terms of this Agreement and any of the Related Agreements. Except as provided above in this Section 2.3.2, N OVACEA ’s rights and obligations with respect to the use of such names and logos shall be subject to the same terms as its use of the Trademark under this Agreement.

2.3.3. N OVACEA Trade Name and Logo . N OVACEA shall have the right to adopt and use, in its labeling and advertising for the Licensed Product, its own trade name and/or logo. Each Party shall retain all right, title and interest in and to its respective trade names and logos.

2.4.1. N OVACEA Right to Sublicense Affiliates . N OVACEA shall have the right to grant sublicenses to its Affiliates under the Trademark License in the N OVACEA Territory without any P IERRE F ABRE consent required.

2.4.2. Sublicense to Third Parties . N OVACEA shall have the right to grant sublicenses under the Trademark License to Third Parties in Canada in conjunction with any sublicense of those N OVACEA Licenses granted to it by P IERRE F ABRE under the Softgel Patents and the P IERRE F ABRE Know-How to use and sell a Licensed Product containing such Trademark in Canada, where the sublicense of such N OVACEA Licenses is permitted pursuant to the terms and conditions of Section 2.4.2 of the Patent and Know-How License Agreement.

2.4.3. Responsibilities of N OVACEA . N OVACEA shall be responsible for performing all of its obligations set forth in this Agreement, without regard to whether it has granted any sublicense under this Section 2.4. Without limitation of the foregoing in this Section 2.4, N OVACEA shall be responsible for reporting to P IERRE F ABRE the sales of Licensed Product by any sublicensee or designee and paying the Trademark Royalties on Net Sales as set forth in Section 5.1, in each case as though such sales were made by N OVACEA itself. N OVACEA shall have no right to grant sublicenses to Third Parties in the USA under the Trademark License without the prior written consent of P IERRE F ABRE , which may be given or withheld in its sole discretion.

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N OVACEA will, upon request, supply P IERRE F ABRE or its authorized representative with any information as to its use of the Trademark which P IERRE F ABRE may reasonably require and will render any assistance reasonably required by P IERRE F ABRE in securing and maintaining the registration(s) of the Trademark in the N OVACEA Territory.

2.6. Goodwill.

Any accretion of goodwill derived by N OVACEA , its Affiliates or permitted sublicensees from the use of the Trademark in combination with or apart from P IERRE F ABRE ’s trade names and logos shall accrue to P IERRE F ABRE and P IERRE F ABRE may call for a confirmatory assignment thereof.

Notwithstanding anything to the contrary set forth in this Article 2, the grant to N OVACEA of the license and rights contemplated in this Agreement, shall be of no force and effect until the Effective Date.

Article 3 – MAINTENANCE OF THE TRADEMARK

P IERRE F ABRE shall, at its own cost and expense, file in the N OVACEA Territory and endeavor in good faith to obtain the registration of the Trademark in the N OVACEA Territory and, when registered, thereafter shall maintain the applicable Trademark in the N OVACEA Territory at its own expense for the Royalty Term of this Agreement and thereafter as long as N OVACEA uses the Trademark in conjunction with the Licensed Product in the N OVACEA Territory.

N OVACEA acknowledges, as between the Parties, the exclusive right, title and interest of P IERRE F ABRE in and to (i) the Trademark including any Alternative Trademark proposed to be used as provided in Section 2.2 hereof and (ii) certain trade names and logos of P IERRE F ABRE as contemplated by Section 2.3.2 hereof; and N OVACEA will not do or cause to be done any act or thing contesting or, in any way, impairing or tending to impair any part of said right, title and interest for the duration of this Agreement and after its expiration. N OVACEA will not make any representations or do any act which may be taken to indicate that it has any right, title or interest in or to the ownership or use of the Trademark except under the terms of this Agreement and acknowledges that nothing contained in this Agreement shall give N OVACEA any right, title or interest in or to the Trademark save as granted hereby.

3.3.1. Infringement by Third Parties . P IERRE F ABRE and N OVACEA shall promptly notify the other in writing of any actual or threatened infringement by a Third Party or any challenge by a Third Party to the validity of the Trademark, or to P IERRE F ABRE ’ S ownership

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thereof or to N OVACEA ’s, its Affiliate’s or its permitted sublicensees’ right to use the Trademark. Both Parties shall use their Diligent Efforts in cooperating with each other to terminate or avert such infringement or to resolve such challenge without litigation. P IERRE F ABRE shall have the sole right to bring and control any action or proceeding with respect to infringement of the Trademark at its own expense and by counsel of its own choice. N OVACEA shall cooperate fully with P IERRE F ABRE and all reasonable out-of-pocket expenses, including attorneys’ fees, incurred by N OVACEA shall be reimbursed by P IERRE F ABRE . If P IERRE F ABRE fails to bring an action or proceeding within (a) sixty (60) days following the notification of actual or threatened infringement or (b) ten (10) business days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions or proceedings, whichever comes first, N OVACEA shall have the right to bring and control any such action or proceeding at its own expense and by counsel of its own choice. In any such action or proceeding brought by N OVACEA , P IERRE F ABRE shall have the right, at its own expense, to join and be represented by counsel of its own choice; if P IERRE F ABRE does not desire to join in such action or proceeding but joinder is required in order to maintain the action or proceeding, P IERRE F ABRE shall join and be reimbursed for reasonable out-of-pocket expenses. Neither Party shall have the right to settle any infringement litigation under this Section 3.3.1 relating to the Trademark without the prior written consent of the other Party. Except as otherwise agreed to by the Parties as part of a cost sharing arrangement, any recovery realized as a result of such litigation, after reimbursement of any litigation expenses of P IERRE F ABRE and N OVACEA , shall be divided evenly by the Parties to the extent the recovery relates to the N OVACEA Territory and shall be retained solely by P IERRE F ABRE to the extent recovery relates to the P IERRE F ABRE Territory.

3.3.2. Infringement of Third Party Rights . Each Party shall promptly notify the other in writing of any allegation made by a Third Party that the activity of either of the Parties pursuant to this Agreement, including without limitation use of the Trademark by N OVACEA , infringes or may infringe the intellectual property rights of such Third Party in the N OVACEA Territory. P IERRE F ABRE shall initially have the sole right to control the defense to any such allegation, at its own expense and by counsel of its own choice, and N OVACEA shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If P IERRE F ABRE fails to proceed in a timely fashion with regard to such defense, N OVACEA shall have the right to control the defense of such allegation at its own expense and by counsel of its own choice; P IERRE F ABRE shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any trademark infringement litigation under this Section 3.3.2 relating to the use of the Trademark in the N OVACEA Territory without the prior written consent of such other Party. Subject to Section 5.6, P IERRE F ABRE will indemnify, defend, and hold N OVACEA , its Affiliates and permitted sublicensees harmless from and against any and all liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees and other reasonable out-of-pocket expenses incurred in connection with such litigation or with dispute resolution (each, a “Liability”), to which any of them may become subject in connection with a claim, demand, suit or proceeding (“Action”) for trademark infringement arising out of the use by N OVACEA in the N OVACEA Territory of the [*] Trademark in accordance with this Agreement, provided that N OVACEA gives prompt notice to

[*] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.