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Exhibit 10.39
 [..**..] = 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.
 AMENDED AND RESTATED
COLLABORATION AND OPTION AGREEMENT
 by and between
 Myogen, Inc.
 and
 Novartis Institutes for BioMedical Research, Inc.
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AMENDED AND RESTATED
COLLABORATION AND OPTION AGREEMENT
 Agreement th Restatement Date Myogen rd NIBRI
 Introduction
 Original Agreement Effective Date
 Amendment Amended Agreement Amendment Date HDAC
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ARTICLE I  Definitions
 1.1. Active Compound
 1.2. Active Moiety
 1.3. Affiliate provided however
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1.4. Collaboration Compound
 1.5. Collaboration HDAC Inhibitor Compound
 1.6. Collaboration Target
 1.7. Collaboration Technology
 1.8. Compound
 1.9. Controlled
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1.10. Critical Issues
 1.11. Development Candidate
 1.12. Development Program
 1.13. Effective Date
 1.14. Field
 1.15. FTE [..**..] [..**..]
 1.16. GCP
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1.17. GLP
 1.18. HDAC
 1.19. HDAC Inhibitor Compound
 1.20. HDAC Inhibitor Research Program
 1.21. HDAC License Agreement Exhibit A-2
 1.22. IC 50 
 1.23. IND
 1.24.  In Vivo Validation in vivo in vivo
 1.25. Joint Steering Committee JSC
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1.26. Know-How
 1.27. License Agreement Exhibit A-1 Exhibit A-2
 1.28. Myogen Compound
 1.29. Myogen Know-How
 1.30. Myogen Patents
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Schedule 1.30
 1.31. Myogen Target including Schedule
1.31 Schedule 1.31
 1.32. Myogen Technology
 1.33. NIBRI Competitor [..**..]
 1.34. NIBRI Compound Schedule 1.34
 1.35. NIBRI HDAC Inhibitor Compound
 (a)
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50 in vitro
 (b) 50 in vitro
 (c) 50 in vitro
 (d)
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In-Licensed NIBRI HDAC Inhibitor
Compounds
 1.36. NIBRI Know-How
 1.37. NIBRI Patents
 1.38. NIBRI Technology
 1.39. Patents
 1.40. Person
 1.41. Research Plan
 1.42. Research Program
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1.43. Research Program Costs
 1.44. Research Year
 1.45. Target
 1.46. Technology
 1.47. Territory
 1.48. Third Party
 1.49. Wind-Down Period
 1.50. Work Plan
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ARTICLE II  Research Program
 2.1. Commencement.
  2.2. Term.
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2.3. Research Plan; Work Plans.
 2.3.1. Research Plan, Generally Research Plan
 2.3.2. Work Plans Work Plan Projects
 2.3.3. Plan Review
 2.3.4. Research Diligence
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2.3.5. Submission of Reports
 2.4. Addition of HDAC Inhibitor Research Program.
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2.5. Joint Steering Committee.
 JSC
 (a)
    
    Provide general oversight of the entire collaboration between
Myogen and NIBRI, including the Research Program and any development and
commercialization of a Development Candidate under a License Agreement;(b)
    
    Periodically review the overall goals and strategy of the
Research Program;(c)
    
    Prioritize the allocation of resources dedicated to the
Research Program;(d)
    
    Resolve any disagreement between the parties with regard to a
particular Development Candidate, and discuss and resolve any other relevant
issues submitted to it, in accordance with the dispute resolution procedure set
forth in Section 2.8 below;(e)
    
    Review, make a preliminary assessment of and, as applicable,
submit milestone completion and payment submissions to the NIBRI committees as
set forth in Section 3.5 within 30 days of submission to the JSC by Myogen or
NIBRI; and(e)
    
    Address any matters raised under relevant provisions of a
License Agreement.
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2.6. Exchange of Information.
 2.6.1.
 2.6.2.
 2.6.3.
 2.6.4.
 (a)
    
    Neither party shall be entitled to information from the other
party concerning know-how or technology discovered or developed by that party
outside the Research Program or outside a Development Program under a License
Agreement (except as otherwise provided in a License Agreement) or otherwise
unrelated to research or development of Targets,
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Compounds or Development Candidates under this Agreement or a License
Agreement; except that each party must disclose to the JSC in a
timely manner any and all know-how and/or technology which it discovers or
develops regarding: (i) the Myogen Targets; (ii) the Collaboration Targets;
or (iii) any Collaboration Technology.(b)
    
    Neither party will apply its rights in any Technology or the
use thereof (and will use best efforts to prevent its licensees, if any, from
applying similar rights acquired by license) to block or impede the use of such
Technology as permitted hereunder by the other party or its assignees or
licensees.
 2.7. Primary Data Access.
  2.8 Decisions of the JSC; Resolution of Disputes.
 2.8.1.
 2.8.2. Critical Issues
 ARTICLE III  Payments
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3.1. Signature Payments by NIBRI.
  3.2. Additional Cash Payment.
  3.3. Staffing and Research Support Payments.
 [..**..] [..**..] [..**..] [..**..] [..**..]
 [..**..]
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[..**..]
  3.4. Records.
   [..**..] [..**..]
 3.5. Milestone Payments.
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[..**..] [..**..] [..**..] [..**..] [..**..] [..**..] [..**..]
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MILESTONEDEVELOPMENTAL MILESTONE:
    
    PAYMENTPre-Clinical Milestones:
    
    Validation of high-throughput assays*
    
    [..**..]
    
    In vitrovalidation of lead compound*
    
    [..**..]
    
    In VivoValidation of lead compound or
use of the lead compound as a starting point for
medicinal chemistry and/or SAR exploration*
    
    [..**..]
    
    Completion of Tox/ADME screening and
preclinical candidate determination*
    
    [..**..]
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MILESTONEDEVELOPMENTAL MILESTONE:
    
    PAYMENTClinical Milestones:
    
    IND filing
    
    [..**..]
    
    Initiation of Phase II clinical
evaluation
    
    [..**..]
    
    Initiation of Phase III clinical studies
    
    [..**..]
    
    Regulatory filing in the U.S.
    
    [..**..]
    
    First regulatory filing in the E.U.
    
    [..**..]
    
    Regulatory Approval in the U.S.
    
    [..**..]
    
    First Regulatory Approval in the E.U.
    
    [..**..]
 
 *
    
    Criteria for determining the achievement of any Milestone have been established by the JSC
and distributed to the parties under separate cover. 3.6. Milestone Payments for HDAC Inhibitor Compounds.
 [..**..]
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FuturePrior Clinical
    
    NIBRI
    
    CollaborationNIBRI HDAC
    
    HDAC
    
    HDACDEVELOPMENTAL
    
    Inhibitor
    
    Inhibitor
    
    InhibitorMILESTONE:
    
    Compounds*
    
    Compounds*
    
    CompoundsPre-Clinical Milestones:
    
    Validation of high-throughput
assays**
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    In vitrovalidation of lead
compound**
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    In VivoValidation of lead
compound or use of the lead compound as a
starting point for medicinal chemistry
and/or SAR exploration**
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    Additional payment at the earlier
of In VivoValidation or second
(2nd) anniversary of the
Amendment Date***
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    Completion of Tox/ADME screening
and preclinical candidate determination**
    
    [..**..]
    
    [..**..]
    
    [..**..]
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FuturePrior Clinical
    
    NIBRI
    
    CollaborationNIBRI HDAC
    
    HDAC
    
    HDACDEVELOPMENTAL
    
    Inhibitor
    
    Inhibitor
    
    InhibitorMILESTONE:
    
    Compounds*
    
    Compounds*
    
    CompoundsClinical Milestones:
    
    IND filing
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    Initiation of Phase II clinical
evaluation
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    Initiation of Phase III clinical
studies
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    Regulatory filing in the U.S.
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    First regulatory filing in the
E.U.
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    Regulatory Approval in the U.S.
    
    [..**..]
    
    [..**..]
    
    [..**..]
    
    First Regulatory Approval in the
E.U.
    
    [..**..]
    
    [..**..]
    
    [..**..]
 
 *
    
    For purposes of determining the milestone payments applicable to a NIBRI HDAC
Inhibitor Compound in the above table: (i) a Prior Clinical NIBRI HDAC Inhibitor
Compound means a NIBRI HDAC Inhibitor Compound for which NIBRI or its Affiliates (or,
if applicable, the licensor or assignor to NIBRI or its Affiliates if the compound was
licensed to or acquired by NIBRI or its Affiliates) have submitted an IND with the FDA and
initiated a Phase I Clinical Trial covering such compound prior to the Amendment Date (or,
in the case of licensed or acquired compounds, prior to the date of such license or
acquisition); and (ii) a Future NIBRI HDAC Inhibitor Compound means any NIBRI
HDAC Inhibitor Compound other than a Prior Clinical NIBRI HDAC Inhibitor Compound.**
    
    Criteria for determining the achievement of any Milestone have been established by
the JSC and distributed to the parties under separate cover.***
    
    For the avoidance of doubt, this milestone is payable only once. ARTICLE IV  License, Development and Commercialization Rights
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4.1. Evaluation License.
 4.1.1.
 4.1.2.
 4.2. Option to License.
 4.2.1. Option
 4.2.2.
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4.3. Prioritization of Compounds.
  4.3.1. High Priority Targets
 (a)
    
    NIBRI shall make payments with respect to all research
milestones in accordance with Section 3.5 above, [..**..];(b)
    
    [..**..] shall be payable; and(c)
    
    NIBRI may exercise its Option to license an Active Compound
relating to a High-Priority Target in accordance with Section 4.4 prior to the
expiration of such Option as set forth in Section 4.5.1.
 4.3.2. Low Priority Targets
 (a)
    
    [..**..] shall be payable so long as a Low Priority
Target retains that status;(b)
    
    At any time during the Term, but in any case no later than
[..**..] after In VivoValidation of a Active Compound in connection
with such Low Priority Target, the JSC will elect either to elevate its status
to that of a High Priority Target or to lower its status to an
Extra-Collaboration
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Target, as defined below. In the event the JSC elects to elevate its status
to that of a High Priority Target, all payments associated with all
previously achieved milestones shall be due and payable within thirty (30)
days of such JSC election, subject to Section 12.16;(c)
    
    NIBRI may exercise its Option to license an Active Compound
relating to a Low-Priority Target in accordance with Section 4.4 prior to the
expiration of such Option as set forth in Section 4.5.2. In the event NIBRI
exercises its Option, payments associated with all previously achieved
milestones shall, solely to the extent not already paid by NIBRI, be due and
payable within [..**..] of execution of the respective License
Agreement, subject to Section 12.16; and(d)
    
    If NIBRI does not exercise its Option with respect to an Active
Compound relating to a Low-Priority Target prior to the expiration of such
Option as set forth in Section 4.5.2, then such Low Priority Target shall
become an Extra-Collaboration Target upon the expiration of such Option and, to
the extent such Active Compound is a Myogen Compound or a Collaboration
Compound, then such Compound shall become an Extra-Collaboration Compound.
 4.3.3. Extra-Collaboration Targets Extra-Collaboration Compounds
 (a)
    
    Myogen may continue to study, develop and/or commercialize such
Extra-Collaboration Targets and Extra-Collaboration Compounds using its own
resources, subject to its continued commitment to the resource levels
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specified in the Work Plans for the High Priority Targets and the periodic
review of the JSC;
 (b)
    
    [..**..] shall be payable by NIBRI with respect to
Active Compounds in connection with Extra-Collaboration Targets; and
 (c)
    
    In the event that Myogen contemplates collaborating with a
Third Party with respect to development and/or commercialization of an Active
Compound acting on an Extra-Collaboration Target in the Field, Myogen shall
give NIBRI written notice of the same. Within [..**..] of receipt of
such notice, NIBRI shall inform Myogen in writing as to whether it wishes to
negotiate in good faith a collaboration between NIBRI and Myogen for the same
purposes. If NIBRI so informs Myogen, then the parties shall have
[..**..] to negotiate a transaction in good faith. If the parties are
unable to consummate a transaction within such period (or such longer period as
the parties may agree to in writing), then Myogen may enter into a Third Party
transaction with respect to the Extra-Collaboration Target or
Extra-Collaboration Compound. The right of first negotiation set out in this
Section 4.3.3(c) shall survive [..**..] beyond any early termination
of this Agreement under Section 9.4 or [..**..] after expiration of
this Agreement; provided, however, that if any Active Compound
or Extra-Collaboration Target is in development at the time of the termination
of this right of first negotiation and has not attained In VivoValidation,
NIBRI may extend the right for a period of up to [..**..] or until
[..**..] after In VivoValidation is achieved, whichever occurs first,
by paying to Myogen an option fee of [..**..] for each such
Extra-Collaboration Target or Active Compound.
 4.4. Exercise of an Option.
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Exercise Notice Exhibit A-1 Exhibit A-2
 4.5. Expiration of Options.
 4.5.1
 (a)
    
    [..**..];(b)
    
    [..**..];(c)
    
    [..**..]; or(d)
    
    [..**..].
 4.5.2
 (a)
    
    [..**..];(b)
    
    [..**..];(c)
    
    [..**..]; or(d)
    
    [..**..].
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4.6. Rights to Compounds.
 (a)
 (b)
 (c)
 ARTICLE V  Confidentiality
 5.1. Undertaking.
 Receiving Party
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Proprietary
Party
 (a)
    
    The Receiving Party shall take any and all lawful measures to
prevent the unauthorized use and disclosure of such information, and to prevent
unauthorized persons or entities from obtaining or using such information.(b)
    
    The Receiving Party further agrees to refrain from directly or
indirectly taking any action which would constitute or facilitate the
unauthorized use or disclosure of such information. The Receiving Party may
disclose such information to its Affiliates, officers, employees and agents, to
authorized licensees and sublicensees, and to subcontractors in connection with
the development or manufacture of Compounds or Development Candidates, as
applicable, to the extent necessary to enable such parties to perform their
obligations hereunder or under the applicable license, sublicense or
subcontract, as the case may be; provided, however, that such
Affiliates, officers, employees, agents, licensees, sublicensees and
subcontractors have entered into appropriate confidentiality agreements for
secrecy and non-use of such information which by their terms shall be
enforceable by injunctive relief at the instance of the Proprietary Party.(c)
    
    The Receiving Party shall be liable for any unauthorized use
and disclosure of such information by its Affiliates, officers, employees and
agents and any such sublicensees and subcontractors.
 5.2. Exceptions.
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(a)
    
    have entered the public domain without the Receiving Partys
breach of any obligation owed to the Proprietary Party;(b)
    
    have become known to the Receiving Party from a source other
than the Proprietary Party, other than by breach of an obligation of
confidentiality owed to the Proprietary Party; or(c)
    
    are independently developed by the Receiving Party without
breach of this Agreement, without reference to or reliance upon knowledge,
information or materials of the disclosing party as established by written
records.
  (i)
    
    are permitted to be disclosed by the prior written consent of
the Proprietary Party; or(ii)
    
    are required to be disclosed by the Receiving Party to comply
with applicable laws or regulations, to defend or prosecute litigation or to
comply with governmental regulations, provided that the Receiving Party
provides prior written notice of such disclosure to the Proprietary Party and
takes reasonable and lawful actions to avoid or minimize the degree of such
disclosure.
 5.3. Publicity.
  (a)
    
    Except to the extent already disclosed in a press release or
other public communication, no public announcement concerning the existence or
the terms of this Agreement or concerning the transactions described herein
shall be made, either directly or indirectly, by Myogen or NIBRI, except as may
be legally required by applicable laws, regulations, or judicial
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order, without first obtaining the approval of the other party and agreement
upon the nature, text, and timing of such announcement, which approval and
agreement shall not be unreasonably withheld.(b)
    
    The party desiring to make any such public announcement shall
provide the other party with a written copy of the proposed announcement in
sufficient time prior to public release to allow such other party to comment
upon such announcement, prior to public release.
 5.4. Survival.
  ARTICLE VI  Publication
 6.1. Publication.
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ARTICLE VII  Indemnification
 7.1. Indemnification by Myogen.
 Loss
 7.2. Indemnification by NIBRI.
  7.3. Claims Procedures.
 Indemnified Party Indemnifying
Party provided however
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(a)
    
    That counsel for the Indemnifying Party, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved
by the Indemnified Party (whose approval shall not unreasonably be withheld)
and the Indemnified Party may participate in such defense at such partys
expense (unless: (i) the employment of counsel by such Indemnified Party has
been authorized by the Indemnifying Party; or (ii) the Indemnified Party shall
have reasonably concluded that there may be a conflict of interest between the
Indemnifying Party and the Indemnified Party in the defense of such action, in
each of which cases the Indemnifying Party shall pay the reasonable fees and
expenses of one law firm serving as counsel for the Indemnified Party, which
law firm shall be subject to approval, not to be unreasonably withheld, by the
Indemnifying Party); and(b)
    
    The failure of any Indemnified Party to give notice as provided
herein shall not relieve the Indemnifying Party of its obligations under this
Agreement to the extent that the failure to give notice did not result in harm
to the Indemnifying Party or materially compromise the defense of such claim.(c)
    
    No Indemnifying Party, in the defense of any such claim or
litigation, shall consent to entry of any judgment or enter into any
settlement, except with the approval of each Indemnified Party (which approval
shall not be unreasonably withheld), except a settlement which imposes only a
monetary obligation on the Indemnifying Party and which includes as an
unconditional term thereof the giving of a release from all liability in
respect to such claim or litigation by the claimant or plaintiff to the
Indemnified Party.(d)
    
    Each Indemnified Party shall furnish such information or
reasonable assistance regarding itself or the claim in question as an
Indemnifying Party may reasonably request in writing and shall be reasonably
required
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in connection with the defense of such claim and litigation resulting therefrom.
 7.4. Compliance.
  ARTICLE VIII  Intellectual Property Rights
 8.1. Ownership.
 8.1.1.
 8.1.2. provided however
 8.1.3. Joint
Invention
 8.1.4.
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8.2. Preparation and Costs.
 Schedule 8.2 Schedule 8.2
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8.3. Discontinuation.
  8.4. Advice to JSC on Intellectual Property Matters.
  ARTICLE IX  Term and Termination
 9.1. Term.
  9.2. Termination of the Research Program by NIBRI for Cause.
  (a)
    
    Myogen shall breach any of its material obligations under this
Agreement or a License Agreement, and such breach shall not have been remedied
or steps initiated to remedy the same to NIBRIs reasonable satisfaction,
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within sixty (60) days after NIBRI sends written notice of breach to Myogen;(b)
    
    Myogen shall cease to function as a going concern by suspending
or discontinuing its business for any reason except for interruptions caused by
Force Majeure, strike, labor dispute or any other events over which it has no
control; or(c)
    
    Upon a sale, merger, consolidation, transfer, or other
reorganization of Myogen in which substantially all of the assets of Myogen are
transferred or in which the holders of Myogens capital stock immediately prior
to the transaction hold less than a majority of the capital stock of the
surviving entity subsequent to the transaction, in either case to an entity or
an Affiliate thereof reasonably conceived by NIBRI to be a NIBRI Competitor.
  9.3. Termination of the Research Program by Myogen for Cause.
  (a)
    
    NIBRI shall breach any of its material obligations under this
Agreement or a License Agreement and such breach shall not have been remedied
or steps initiated to remedy the same to Myogens reasonable satisfaction,
within sixty (60) days after Myogen sends written notice of breach to NIBRI; or
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(b)
    
    NIBRI shall cease to function as a going concern by suspending
or discontinuing its business for any reason except for interruptions caused by
Force Majeure, strike, labor dispute or any other events over which it has no
control, and no Affiliate of NIBRI shall have assumed NIBRIs function.
  9.4. Early Termination of the Research Program by NIBRI.
 [..**..]
 9.5. Effect of Termination or Expiration.
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ARTICLE X  Representations and Warranties
 10.1. Representations and Warranties of Myogen.
  (a)
    
    Authorization.This Agreement has been duly executed
and delivered by Myogen and constitutes the valid and binding obligation of
Myogen, enforceable against Myogen in accordance with its terms except as
enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency,
bankruptcy, reorganization, moratorium and other laws relating to or affecting
creditors rights generally and by general equitable principles. The
execution, delivery and performance of this Agreement have been duly authorized
by all necessary action on the part of Myogen, its officers and directors. No
provision of this Agreement violates any other agreement that Myogen may have
with any other person or company, and Myogen acknowledges that NIBRI has relied
on that representation in entering into this Agreement.(b)
    
    Myogen Controlled Rights.As of the Effective Date,
Myogen owns or possesses adequate licenses or other rights to use all Myogen
Technology relating to the Myogen Compounds and Myogen Targets and to grant the
licenses and perform the obligations contemplated herein, except to the extent
that Myogens agreements with Third Party licensors contain restrictions on
further sublicense by NIBRI. The granting of an Option to NIBRI hereunder does
not violate any right known to Myogen of any Third Party.
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(c)
    
    Third Party Patents.Except as disclosed in writing
between the parties to this Agreement or their respective agents, as of the
Effective Date, to Myogens knowledge there are no issued patents or pending
patent applications that, if issued, would be infringed by the development,
manufacture, use or sale of any Myogen Compound or Myogen Target, as
applicable, pursuant to this Agreement.
 10.2. Representations and Warranties of NIBRI.
  ARTICLE XI  Dispute Resolution
 11.1. Governing Law, and Jurisdiction.
  11.2. Dispute Resolution Process.
  [..**..] Confidential Treatment Requested
 41




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11.3. Dispute Resolution Process for Critical Issues.
  [..**..] Confidential Treatment Requested
 42




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ARTICLE XII  Miscellaneous Provisions
 12.1. Waiver.
  12.2. Force Majeure.
  12.3. Severability.
  12.4. Government Acts.
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 43




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##### 



12.5. Government Approvals.
  12.6. Export Controls.
  12.7. Assignment.
 provided however without
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 44




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##### 



without provided however
 12.8. Affiliates.
  12.9. Counterparts.
  12.10. No Agency.
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##### 



12.11. Notice.
  if to NIBRI, at:Novartis Institutes for BioMedical Research, Inc.400 Technology SquareCambridge, Massachusetts 02139Attention: Robert L. Thompson, Vice President and General CounselFax: (617) 871-3354if to Myogen, at:Myogen, Inc.7575 W. 103rd AvenueWestminster, Colorado 80021Attention: J. William Freytag, President and Chief Executive OfficerFax: (303) 410-6667with a copy to:Myogen, Inc.7575 W. 103rd AvenueWestminster, Colorado 80021Attention: Andrew D. Dickinson, Vice President and General CounselFax: (303) 410-3350
 12.12. Headings.
  [..**..] Confidential Treatment Requested
 46




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##### 



12.13. Authority.
  12.14. Entire Agreement.
  12.15. Notice of Pharmaceutical Side-Effects.
  12.16. Invoice Requirement.
  12.17. Amendment and Restatement of Amended Agreement.
  [Signature page follows]
 [..**..] Confidential Treatment Requested
 47




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##### 



MYOGEN, INC.By:
    
    /s/ J. William FreytagJ. William FreytagTitle:
    
    President and Chief Executive OfficerNOVARTIS INSTITUTES FOR BIOMEDICAL
RESEARCH, INC.By:
    
    /s/ Jeremy LevinJeremy LevinTitle:
    
    Global Head Strategic Alliances
 [..**..] Confidential Treatment Requested
 48




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##### 



Schedule 1.30
 Myogen Patents
 Schedule 1.30 Myogen PatentsPATENTS
    
    Filing Date
    
    App. No.
    
    Country
    
    Pat. No.
    
    Issue Date
    
    Subject MatterMYOG:004-USD1
    
    4/25/2000
    
    09/558,472
    
    U.S.
    
    
    
    
    
    Alpha Myosin Heavy Chain Gene TherapyMYOG:004-USD2
    
    10/1/2001
    
    09/969,086
    
    U.S.
    
    7,049,066
    
    5/23/2006
    
    Alpha Myosin Heavy Chain Therapeutic/ScreeningMYOG:004-USD3
    
    2/25/2005
    
    11/067,502
    
    U.S.
    
    
    
    
    
    Alpha Myosin Heavy Chain TreatmentMYOG:004-WO
    
    1/30/1998
    
    PCT/US98/01983
    
    PCT
    
    
    
    
    
    Alpha Myosin Heavy ChainMYOG:004-CA
    
    7/29/1999
    
    2,278,465
    
    Canada
    
    
    
    
    
    Alpha Myosin Heavy ChainMYOG:004-EP
    
    7/30/1999
    
    98906089.2
    
    Europe
    
    
    
    
    
    Alpha Myosin Heavy ChainMYOG:004-JP
    
    7/30/1999
    
    10-533182
    
    Japan
    
    
    
    
    
    Alpha Myosin Heavy ChainMYOG:005-US
    
    4/1/1998
    
    09/053,293
    
    U.S.
    
    6,218,597
    
    4/17/2001
    
    Transgenic mice w/cardiac specific promotersMYOG:006-US
    
    9/26/1997
    
    08/938,105
    
    U.S.
    
    6,353,151
    
    3/5/2002
    
    Transgeneic alpha myosinMYOG:006-EP
    
    5/24/1999
    
    97943597.1
    
    Europe
    
    
    
    
    
    Alpha Myosin TransgenesMYOG:007-US
    
    5/26/1998
    
    09/047,755
    
    U.S.
    
    6,203,776
    
    3/20/2001
    
    Methods for identifying adrenergic receptorsMYOG:013-US
    
    6/19/1998
    
    09/100,497
    
    U.S.
    
    5,998,458
    
    12/7/1999
    
    Positive inotrope + beta adrenergic receptor antagonistMYOG:013-WO
    
    6/24/1998
    
    PCT/US98/13442
    
    PCT
    
    
    
    
    
    Positive inotrope + beta adrenergic receptor antagonistMYOG:013-AU
    
    1/6/2000
    
    81740/98
    
    Australia
    
    731,656
    
    7/19/2001
    
    Positive inotrope + beta adrenergic receptor antagonistMYOG:013-CA
    
    12/23/1999
    
    2,295,094
    
    Canada
    
    
    
    
    
    Positive inotrope + beta adrenergic receptor antagonistMYOG:013-EP
    
    1/25/2000
    
    198,931,687
    
    Europe
    
    
    
    
    
    Positive inotrope + beta adrenergic receptor antagonistMYOG:013-JP
    
    12/27/1999
    
    11-505056
    
    Japan
    
    
    
    
    
    Positive inotrope + beta adrenergic receptor antagonistMYOG:020-US
    
    10/15/1998
    
    09/173,798
    
    U.S.
    
    6,201,165
    
    3/13/2001
    
    CamKIIa, CaMKIV,p38,MKK6,anf,bnp,beta myosin transgenesMYOG:020-WO
    
    10/16/1998
    
    PCT/US98/21988
    
    PCT
    
    
    
    
    
    CamKIIa, CaMKIV,p38,MKK6,anf,bnp,beta myosin transgenesMYOG:020-AU
    
    4/16/2000
    
    10992/99
    
    Australia
    
    755428
    
    8/16/2002
    
    CamKIIa, CaMKIV,p38,MKK6,anf,bnp,beta myosin transgenesMYOG:020-CA
    
    4/16/2000
    
    2,315,244
    
    Canada
    
    
    
    
    
    CamKIIa, CaMKIV,p38,MKK6,anf,bnp,beta myosin transgenesMYOG:020-EP
    
    4/16/2000
    
    98953672.7
    
    Europe
    
    
    
    
    
    CamKIIa, CaMKIV,p38,MKK6,anf,bnp,beta myosin transgenesMYOG:020-JP
    
    4/16/2000
    
    2000-516026
    
    Japan
    
    
    
    
    
    CamKIIa, CaMKIV,p38,MKK6,anf,bnp,beta myosin transgenesMYOG:020-MX
    
    4/14/2000
    
    0003678
    
    Mexico
    
    
    
    
    
    CamKIIa, CaMKIV,p38,MKK6,anf,bnp,beta myosin transgenesMYOG:023-US
    
    10/15/1998
    
    09/173,795
    
    U.S.
    
    6,673,768
    
    1/6/2004
    
    Calcineurin TherapiesMYOG:024-US
    
    11/10/1999
    
    09/438,075
    
    U.S.
    
    6,372,957
    
    4/16/2002
    
    MEF2 methods of treatmentMYOG:024-USC1
    
    1/9/2002
    
    10/043,658
    
    U.S.
    
    
    
    
    
    MEF2 screening methodsMYOG:024-WO
    
    11/10/1999
    
    PCT/US99/26725
    
    PCT
    
    
    
    
    
    MEF2MYOG:024-CA
    
    5/7/2001
    
    2,350,086
    
    Canada
    
    
    
    
    
    MEF2MYOG:024-EP
    
    5/21/2001
    
    99971848.9
    
    Europe
    
    
    
    
    
    MEF2MYOG:024-JP
    
    5/10/2001
    
    2000-581187
    
    Japan
    
    
    
    
    
    MEF2MYOG:025-US
    
    10/15/1998
    
    09/173,799
    
    U.S.
    
    6,657,104
    
    12/2/2003
    
    Calcineurin transgenicsMYOG:026-US
    
    8/20/2000
    
    09/643,206
    
    U.S.
    
    6,632,628
    
    8/20/2000
    
    HDAC screening and treatmentMYOG:026-USD1
    
    8/20/2003
    
    10/637,403
    
    U.S.
    
    
    
    
    
    HDAC transgenicsMYOG:026-WO
    
    8/20/2000
    
    PCT/US00/22958
    
    PCT
    
    
    
    
    
    Class II HDACsMYOG:026-CA
    
    2/14/2002
    
    2,382,045
    
    Canada
    
    
    
    
    
    Class II HDACsMYOG:026-EP
    
    3/13/2002
    
    00955805.7
    
    Europe
    
    
    
    
    
    Class II HDACsMYOG:026-JP
    
    2/19/2002
    
    2001-518892
    
    Japan
    
    
    
    
    
    Class II HDACsMuscle Ring Finger Proteins (MURFS) Screening andMYOG:028-US
    
    7/18/2001
    
    09/908,988
    
    U.S.
    
    6,740,751
    
    5/25/2004
    
    TreatmentMuscle Ring Finger Proteins (MURFS) Screening andMYOG:028-USD1
    
    2/10/2004
    
    10/775,627
    
    U.S.
    
    7,005,512
    
    2/28/2006
    
    TreatmentMYOG:028-USD2
    
    2/10/2004
    
    10/775,649
    
    U.S.
    
    issue fee
    
    paid
    
    Muscle Ring Finger Proteins (MURFS)MYOG:029-US
    
    4/16/1998
    
    09/061,417
    
    U.S.
    
    
    
    
    
    NF-AT3 inhibitorsMYOG:029-WO
    
    10/16/1998
    
    PCT/US98/21845
    
    PCT
    
    
    
    
    
    NF-AT3 inhibitorsMYOG:029-AU
    
    10/15/1998
    
    98058/98
    
    Australia
    
    748334
    
    9/12/2002
    
    NF-AT3 inhibitorsMYOG:029-CA
    
    4/10/2000
    
    2,306,448
    
    Canada
    
    
    
    
    
    NF-AT3 inhibitorsMYOG:029-EP
    
    5/16/2000
    
    9895233.7
    
    Europe
    
    
    
    
    
    NF-AT3 inhibitorsMYOG:029-JP
    
    4/17/2000
    
    2000-516024
    
    Japan
    
    
    
    
    
    NF-AT3 inhibitorsMYOG:034-US
    
    9/26/2002
    
    10/256,221
    
    U.S.
    
    6,707,686
    
    3/16/2004
    
    HDAC Inhibitors
 [..**..] Confidential Treatment Requested




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##### 



Schedule 1.30 Myogen PatentsPATENTS
    
    Filing Date
    
    App. No.
    
    Country
    
    Pat. No.
    
    Issue Date
    
    Subject MatterMYOG:034-USC1
    
    3/16/2004
    
    10/801,985
    
    U.S.
    
    6,946,441
    
    9/20/2005
    
    Inhibiting HDACsMYOG:034-USC2
    
    7/26/2005
    
    11/190,074
    
    U.S.
    
    
    
    
    
    Inhibiting HDACsMYOG:034-USC3
    
    8/30/2005
    
    11/215,844
    
    U.S.
    
    
    
    
    
    Inhibiting HDACsMYOG:034-EP
    
    9/27/2001
    
    02/021678.8
    
    Europe
    
    1,297,851
    
    1/26/2005
    
    Inhibiting HDACsMYOG:034-EPD1
    
    1/25/2005
    
    5001443
    
    Europe
    
    
    
    
    
    Inhibiting HDACsMYOG:034-JP
    
    9/27/2001
    
    2002-284313
    
    Japan
    
    
    
    
    
    Inhibiting HDACsMYOG:035-US
    
    1/21/2003
    
    10/348,598
    
    U.S.
    
    
    
    
    
    Hypertrophic Cell LineMYOG:036-US
    
    2/13/2001
    
    09/782,953
    
    U.S.
    
    
    
    
    
    MCIP's screening, treatment, transgenics, antibodiesMYOG:036-WO
    
    2/13/2001
    
    PCT/US01/21662
    
    PCT
    
    
    
    
    
    MCIP's screening, treatment, transgenics, antibodiesMYOG:036-CA
    
    1/24/2003
    
    2,415,967
    
    Canada
    
    
    
    
    
    MCIP's screening, treatment, transgenics, antibodiesMYOG:036-EP
    
    2/5/2003
    
    1952568.2
    
    Europe
    
    
    
    
    
    MCIP's screening, treatment, transgenics, antibodiesMYOG:036-JP
    
    12/26/2002
    
    2002-509354
    
    Japan
    
    
    
    
    
    MCIP's screening, treatment, transgenics, antibodiesMYOG:037-US
    
    8/20/2003
    
    10/644,659
    
    U.S.
    
    
    
    
    
    STARS screening, treatment, transgenics, antibodiesMYOG:044-US
    
    5/21/2003
    
    10/848,820
    
    U.S.
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-WO
    
    5/21/2003
    
    PCT/US04/015715
    
    PCT
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-AU
    
    5/21/2003
    
    2004249114
    
    Australia
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-BR
    
    5/21/2003
    
    
    
    Brazil
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-CA
    
    5/21/2003
    
    
    
    Canada
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-CN
    
    5/21/2003
    
    
    
    China
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-EP
    
    5/21/2003
    
    
    
    Europe
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-IN
    
    5/21/2003
    
    
    
    India
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-JP
    
    5/21/2003
    
    
    
    Japan
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:044-MX
    
    5/21/2003
    
    
    
    Mexico
    
    
    
    
    
    PKD (HDAC Kinase I)MYOG:045-US
    
    11/3/2004
    
    10/980,612
    
    U.S.
    
    
    
    
    
    Alpha myocin modulating compound
R enatiomerMYOG:045-WO
    
    11/3/2004
    
    PCT/US04/036569
    
    PCT
    
    
    
    
    
    Alpha myocin modulating compound
R enatiomerMYOG:046-US
    
    11/3/2004
    
    10/980,605
    
    U.S.
    
    
    
    
    
    Alpha myocin modulating compound
S enatiomerMYOG:046-US
    
    11/3/2004
    
    PCT/US04/036568
    
    PCT
    
    
    
    
    
    Alpha myocin modulating compound
S enatiomerMYOG:047-US
    
    11/13/2004
    
    10/988,192
    
    U.S.
    
    
    
    
    
    TRP ChannelMYOG:047-WO
    
    11/13/2004
    
    PCT/US04/037858
    
    PCT
    
    
    
    
    
    TRP ChannelMYOG:048-US
    
    12/23/2004
    
    11/018,426
    
    U.S.
    
    
    
    
    
    5-HT2 receptorsMYOG:048-WO
    
    12/23/2004
    
    PCT/US04/042922
    
    PCT
    
    
    
    
    
    5-HT2 receptorsMYOG:049-US
    
    12/23/2004
    
    11/018,383
    
    U.S.
    
    
    
    
    
    5-HT2 receptor binding compoundsMYOG:049-WO
    
    12/23/2004
    
    PCT/US04/042921
    
    PCT
    
    
    
    
    
    5-HT2 receptor binding compoundsMYOG:050-US
    
    2/2/2005
    
    11/049,630
    
    U.S.
    
    
    
    
    
    PRK (HDAC kinase II)MYOG:050-WO
    
    2/2/2005
    
    PCT/US05/002808
    
    PCT
    
    
    
    
    
    PRK (HDAC kinase II)MYOG:054-US
    
    4/5/2005
    
    11/099,417
    
    U.S.
    
    
    
    
    
    Nuclear exportMYOG:054-WO
    
    4/5/2005
    
    PCT/US05/011264
    
    PCT
    
    
    
    
    
    Nuclear exportMYOG:057-WO
    
    9/19/2005
    
    PCT/US05/033461
    
    PCT
    
    
    
    
    
    P38 MCIPMYOG:058-US
    
    8/15/2005
    
    11/203,828
    
    U.S.
    
    
    
    
    
    KuMYOG:060-USP1
    
    7/13/2005
    
    60/699,189
    
    U.S.
    
    
    
    
    
    Proteasome inhibitorsMYOG:062-USP1
    
    11/18/2005
    
    60/737,952
    
    U.S.
    
    
    
    
    
    CAMKII/Calpain/HDACsUTSD:803-US
    
    5/30/2002
    
    10/159,971
    
    U.S.
    
    6,924,415
    
    8/2/2005
    
    MEK5USTD:803-USD1
    
    4/21/2005
    
    11/089,425
    
    U.S.
    
    
    
    
    
    MEK5UTSD:803-CA
    
    5/29/2002
    
    2,384,907
    
    Canada
    
    
    
    
    
    MEK5UTSD:803-JP
    
    11/22/2001
    
    2001-358595
    
    Japan
    
    
    
    
    
    MEK5USTD:1771-USP1
    
    5/3/2006
    
    not yet assigned
    
    U.S.
    
    
    
    
    
    CAMTA
 [..**..] Confidential Treatment Requested




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##### 



Schedule 1.31
 Myogen Targets
  [..**..]
 [..**..] Confidential Treatment Requested




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##### 



Schedule 1.34
 List of NIBRI Compounds
  [..**..]
 [..**..] Confidential Treatment Requested




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##### 



Schedule 8.2
 List of Countries Regarding Patent Protection
 Albania AL
    
    Algeria DZ
    
    Antigua and Barbuda AGArgentina
    
    Armenia AM
    
    Australia AUAustria AT
    
    Azerbaijan AZ
    
    Barbados BBBelarus BY
    
    Belgium BE
    
    Belize BZBenin BJ
    
    Bosnia and Herzegovina BA
    
    Botswana BWBrazil BR
    
    Bulgaria BG
    
    Burkina Faso BFCameroon CM
    
    Canada CA
    
    Central African Republic CFChad TD
    
    Chile
    
    China CNColombia CO
    
    Congo CG
    
    Costa Rica CRCôte dIvoire CI
    
    Croatia HR
    
    Cuba CUCyprus CY
    
    Czech Republic CZ
    
    Democratic People's Republic of Korea KPDenmark DK
    
    Dominica DM
    
    Ecuador ECEgypt EG
    
    Equatorial Guinea GQ
    
    Estonia EEFinland FI 2
    
    France FR
    
    Gabon GAGambia GM
    
    Georgia GE
    
    Germany DEGhana GH
    
    Greece GR
    
    Grenada GDGuinea GN
    
    Guinea-Bissau GW
    
    Hong KongHungary HU
    
    Iceland IS
    
    India INIndonesia ID
    
    Ireland IE
    
    Israel ILItaly IT
    
    Japan JP
    
    Kazakhstan KZ 1Kenya KE
    
    Kyrgyzstan KG
    
    Latvia LVLesotho LS
    
    Liberia LR
    
    Liechtenstein LILithuania LT
    
    Luxembourg LU
    
    Madagascar MGMalawi MW
    
    Malaysia
    
    Mali MLMauritania MR
    
    Mexico MX
    
    Monaco MCMongolia MN
    
    Morocco MA
    
    Mozambique MZNetherlands NL 4
    
    New Zealand NZ
    
    Nicaragua NINiger NE
    
    Norway NO
    
    Oman OMPakistan
    
    Papua New Guinea PG
    
    PeruPhilippines PH
    
    Poland PL
    
    Portugal PTRepublic of Korea KR
    
    Republic of Moldova MD
    
    Romania RORussian Federation RU
    
    Saint Lucia LC
    
    Saint Vincent and the Grenadines VCSaudi Arabia
    
    Senegal SN
    
    Serbia and Montenegro CSSeychelles SC
    
    Sierra Leone SL
    
    Singapore SGSlovakia SK
    
    Slovenia SI
    
    South Africa ZASpain ES
    
    Sri Lanka LK
    
    Sudan SDSwaziland SZ
    
    Sweden SE
    
    Switzerland CHSyrian Arab Republic SY
    
    Taiwan
    
    Tajikistan TJThailand
    
    The former YugoslavRepublic of Macedonia MK
    
    Togo TG


[..**..] Confidential Treatment Requested




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##### 



Trinidad and Tobago TT
    
    Tunisia TN
    
    Turkey TRTurkmenistan TM
    
    Uganda UG
    
    Ukraine UAUnited Arab Emirates AE
    
    United Kingdom GB
    
    United Republic of Tanzania TZUnited States of America US
    
    Uruguay
    
    Uzbekistan UZVenezuela
    
    Viet Nam VN
    
    Zambia ZMZimbabwe ZW


[..**..] Confidential Treatment Requested




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##### 



Exhibit A-1
 Form of License, Development and Commercialization Agreement
   [..**..] Confidential Treatment Requested




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##### 



Exhibit A-2
 Form of HDAC License, Development and Commercialization Agreement
   [..**..] Confidential Treatment Requested