**Exhibit 10.35****RETIREMENT, CONSULTING AND GENERAL RELEASE AGREEMENT**          This **Retirement, Consulting and General Release Agreement** (“Agreement”) is made andentered into by and between **John R. Julian****,**(“Julian” or “you”), on one side, and**Myogen, Inc.** (“Myogen” or “the Company”), on the other side, as of the Effective Datedefined in Section 13 herein.          **Whereas**, Julian and the Company previously entered into an Employment and RetentionAgreement dated October 2,2003 (“Prior Employment Agreement”);          **Whereas**, Julian has notified the Company that he will retire and terminate hisemployment relationship with the Company effective as of May 31, 2006 (the “Termination Date”);          **Whereas**, the Company has requested that Julian provide certain consulting services tothe Company from the Termination Date through December 31, 2006 (“Consulting Period”) and Julianhas agreed to provide such services during the Consulting Period;          **Whereas**, the Company accepts Julian’s retirement and termination of employmentnotice and his agreement to provide consulting services to the Company;          **Whereas,** Julian and the Company desire to terminate and replace in its entirety thePrior Employment Agreement with this Agreement;          **Whereas**, Julian and the Company also desire to confirm the termination of theiremployment relationship effective as of the Termination Date (defined below) and enter into aconsulting relationship pursuant to the terms and conditions of this Agreement during theConsulting Period.          **Whereas**, during the Consulting Period, Julian and the Company acknowledge thatJulian’s Options (defined below) will continue to vest pursuant to the vesting schedule rates setforth in the stock option agreements governing the Options.          **Now, Therefore,**in consideration of the foregoing and the mutual covenants andpremises contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged,the parties hereto agree as follows:          **1. Transition Period.**                    **(a) Transition Period.**Commencing on March 3, 2006 (“the Transition Date”) and continuingthrough the Termination Date (May 31, 2006), you will continue to serve as an employee of theCompany, with the title of Senior Advisor, reporting to the Chief Executive Officer (“TransitionPeriod”). During the Transition Period, you will be available to provide services to the Companyon a full-time basis. Your duties will be prescribed by the Chief Executive Officer in writing andwill focus primarily on assisting the Senior Vice President of Commercial Operations with theset-up of the commercial infrastructure. During the Transition Period, you must be in compliancewith the appropriate policies and procedures as indicated in the Employee Handbook, and theProprietary Information Agreement. As of the Termination Date, you will cease to be employed bythe Company as Senior Advisor or in any other capacity.
 

 
                    **(b) Salary**. The Company will pay you at a rate equivalent to the annual base salary that youwere receiving as of the Transition Date until the Termination Date. These salary payments will bemade on the Company’s regular payroll dates subject to standard withholdings and deductions.                    **(c) Benefits**. During the Transition Period, you will be entitled to continue yourparticipation in the Company’s employee health insurance and other benefit plans in effect on theTransition Date.          **2. Accrued Salary and Paid Time Off**. On the Termination Date, the Company will pay you allaccrued salary, and all accrued and unused vacation earned through the Termination Date, subject tostandard payroll deductions and withholdings. You are entitled to these payments regardless ofwhether or not you sign this Agreement.          **3. Health Insurance.**Following the Termination Date and to the extent provided by the federalCOBRA law or, if applicable, state insurance laws, and by the Company’s current group healthinsurance policies, you will be eligible to continue your group health insurance benefits at yourown expense. Later, you may be able to convert to an individual policy through the provider of theCompany’s health insurance, if you wish. On or about the Termination Date, the Company or itsinsurance carrier will provide you a COBRA notification setting forth your rights andresponsibilities with regard to COBRA coverage.          **4. Transition Period Bonus**. Upon successful completion of the Transition Period, the Companywill transfer to Julian, and Julian will receive ownership of, his work laptop computer, *provided*,that the Company will remove all confidential files from such computer and *provided further*thatJulian signs and dates the “General Release Agreement” attached as Exhibit E, after May 31, 2006,but before June 21, 2006.          **5. Consulting Services**. As consideration for the benefits provided to you under thisAgreement, you agree to provide to the Company consulting services related to the Company’sbusiness as requested by the Company’s CEO, or with your prior agreement and consent, the Company’sSenior Vice President of Commercial Operations (“Consulting Services”). The Consulting Servicesrequested by the Company shall not exceed thirty-two (32) hours per month during the ConsultingPeriod unless you and the Company otherwise agree. The Consulting Services are to be performed atsuch times and locations as shall be mutually convenient to you and the Company. You shall utilizeyour best efforts, skills and talents in performing the Consulting Services.                    **(a) Compensation**. You will be paid $250 per hour for Consulting Services rendered under thisAgreement during the Consulting Period. Notwithstanding the foregoing, Myogen shall not beobligated to pay or reimburse Consultant more than $75,000 in the aggregate for Consulting Servicesrendered under this Agreement during the Consulting Period unless Myogen has approved suchadditional fees in writing in advance. During the Consulting Period, you shall submit an invoiceto Myogen monthly for such services, and Myogen will pay you for fees due hereunder within fifteen(15) days of Myogen’s receipt of the invoice therefore.                    **(b) Expense Reimbursement**. Myogen will reimburse you for incidental expenses incurred inperforming Consulting Services; *provided, however,*that Myogen shall not be obligated to reimburseyou for any such expenses unless (a) Myogen has approved of the expense in writing in advance and(b) you provide Myogen with appropriate receipts or other relevant documentation for all suchexpenses. Travel expenses will be subject to Myogen’s then-current travel policy.
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                    **(c) Independent Contractor Status**. It is understood and agreed that during the ConsultingPeriod, you are an independent contractor and not an employee, agent, joint venturer or partner ofthe Company, and you agree not to hold yourself out as, or give any person reason to believe thatyou are, an employee, agent, joint venturer or partner of the Company. You will not be entitled toany of the benefits which Myogen may make available to its employees, such as group insurance,profit-sharing or 401(k) benefits. You will be solely responsible for all tax returns and paymentsrequired to be filed with or made to any federal, state or local tax authority with respect to yourperformance of services and receipt of fees under this Agreement. *You will regularly reportamounts paid to you by filing**Form 1099-MISC**with the Internal Revenue Service as required by law:Because you are an independent contractor, Myogen will not withhold or make payments for socialsecurity; make unemployment insurance or disability insurance contributions; or obtain worker’scompensation insurance on your behalf. You agree to accept exclusive liability for complying withall applicable state and federal laws governing self-employed individuals, including obligationssuch as payment of taxes, social security, disability and other contributions based on fees paid toyou, your agents or employees under this Agreement.*You hereby agree to indemnify and defendMyogen against any and all such taxes or contributions, including penalties and interest. You arefree to enter any contract to provide services to other business entities, except any contractwhich would induce you to violate this Agreement or the Proprietary Information Agreement.                    **(d) Proprietary Information**. Julian agrees during the term of the Consulting Period andthereafter that he will take all steps reasonably necessary to hold Myogen’s ProprietaryInformation in trust and confidence, will not use Proprietary Information in any manner or for anypurpose not expressly set forth in this Agreement, and will not disclose any such ProprietaryInformation to any third party without first obtaining Myogen’s express written consent on acase-by-case basis. By way of illustration but not limitation “Proprietary Information” includes(a) trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes,data, programs, other works of authorship, know-how, improvements, discoveries, developments,designs and techniques (hereinafter collectively referred to as “Inventions”); and (b) informationregarding plans for research, development, new products, marketing and selling, business plans,budgets and unpublished financial statements, licenses, prices and costs, suppliers and customers;and (c) information regarding the skills and compensation of other employees of Myogen.Notwithstanding the other provisions of this Agreement, nothing received by Julian will beconsidered to be Myogen Proprietary Information if (1) it has been published or is otherwisereadily available to the public other than by a breach of this Agreement; (2) it has beenrightfully received by Julian from a third party without confidential limitations; (3) it has beenindependently developed for Julian by personnel or agents having no access to the MyogenProprietary Information; or (4) it was known to Julian prior to its first receipt from Myogen.                    **(e) Third Party Information**. Julian understands that Myogen has received and will in thefuture receive from third parties confidential or proprietary information (“Third PartyInformation”) subject to a duty on Myogen’s part to maintain the confidentiality of suchinformation and use it only for certain limited purposes. Julian agrees to hold Third PartyInformation in confidence and not to disclose to anyone (other than Myogen personnel who need toknow such information in connection with their work for Myogen) or to use, except in connectionwith Julian ‘s work for Myogen, Third Party Information unless expressly authorized in writing byan officer of Myogen.
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                    **(f) No Conflict of Interest**. Julian agrees during the term of the Consulting Period he willnot to accept work or enter into a contract or accept an obligation that is expressly prohibited bythis Agreement or directly competitive with Julian ‘s obligations under this Agreement or the scopeof services rendered for Myogen. Julian warrants that to the best of his knowledge, there is noother existing contract or duty on Julian’s part inconsistent with this Agreement, unless a copy ofsuch contract or a description of such duty is attached to this Agreement as Exhibit B. Julianfurther agrees not to disclose to Myogen, or bring onto Myogen’s premises, or induce Myogen to useany confidential information that belongs to anyone other than Myogen or Julian.                    **(g) Disclosure of Work Product**. As used in this Agreement, the term “Work Product” means anyInvention, whether or not patentable, and all related know-how, designs, mask works, trademarks,formulae, processes, manufacturing techniques, trade secrets, ideas, artwork, software or othercopyrightable or patentable works. Julian agrees to disclose promptly in writing to Myogen, orany person designated by Myogen, all Work Product which is solely or jointly conceived, made,reduced to practice, or learned by Julian in the course of any work performed for Myogen (“MyogenWork Product”). Julian represents that any Work Product relating to Myogen’s business or anyProject which Julian has made, conceived or reduced to practice at the time of signing thisAgreement (“Prior Work Product”) has been disclosed in writing to Myogen and attached to thisAgreement as Exhibit C. If disclosure of any such Prior Work Product would cause Julian to violateany prior confidentiality agreement, Julian understands that he is not to list such Prior WorkProduct in Exhibit C but he will disclose a cursory name for each such invention, a listing of theparty(ies) to whom it belongs, and the Fact that full disclosure as to such Prior Work Product hasnot been made for that reason. A space is provided in Exhibit C for such purpose.                    **(h) Ownership of Work Product**. Julian shall specifically describe and identify in Exhibit Call technology which (a) Julian intends to use in performing under this Agreement, (b) is eitherowned solely by Julian or licensed to Julian with a right to sublicense and (c) is in existence inthe form of a writing or working prototype prior to the Consulting Period (“BackgroundTechnology”). Julian agrees that any and all Inventions conceived, written, created or firstreduced to practice in the performance of work under this Agreement shall be the sole and exclusiveproperty of Myogen.                    **(i) Assignment of Myogen Work Product**. Except for Julian’s rights in the BackgroundTechnology, Julian irrevocably assigns to Myogen all right, title and interest worldwide in and tothe Myogen Work Product and all applicable intellectual property rights related to the Myogen WorkProduct, including without limitation, copyrights, trademarks, trade secrets, patents, moralrights, contract and licensing rights (the “Proprietary Rights”). Except as set forth below,Julian retains no rights to use the Myogen Work Product and agrees not to challenge the validity ofMyogen’s ownership in the Myogen Work Product. Julian hereby grants to Myogen a non-exclusive,royalty-free, irrevocable and world-wide right, with rights to sublicense through multiple tiers ofsublicensees, to distribute, reproduce, make derivative works of, publicly perform, and publiclydisplay in any form or medium, whether now known or later developed, make, have made, use, sell,import and offer for sale the Background Technology and any Prior Work Product incorporated or usedin the Myogen Work Product for the purpose of developing and marketing Myogen products but not forthe purpose of marketing Background Technology or Prior Work Products separate from Myogenproducts.
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                    **(j) Waiver or Assignment of Other Rights**. If Julian has any rights to the Myogen Work Productthat cannot be assigned to Myogen, Julian unconditionally andirrevocably waives the enforcement of such rights, and all claims and causes of action of anykind against Myogen with respect to such rights, and agrees, at Myogen’s request and expense, toconsent to and join in any action to enforce such rights. If Julian has any right to the MyogenWork Product that cannot be assigned to Myogen or waived by Julian, Julian unconditionally andirrevocably grants to Myogen during the term of such rights, an exclusive, irrevocable, perpetual,worldwide, fully paid and royalty-free license, with rights to sublicense through multiple levelsof sublicensees, to reproduce, create derivative works of, distribute, publicly perform andpublicly display by all means now known or later developed, such rights.                    **(k) Assistance**. Julian agrees to cooperate with Myogen or its designee(s), both during andafter the Consulting Period, in the procurement and maintenance of Myogen’s rights in Myogen WorkProduct and to execute, when requested, any other documents deemed necessary by Myogen to carry outthe purpose of this Agreement. Julian agrees to execute upon Myogen’s request a signed transfer ofcopyright to Myogen in the form attached to this Agreement as Exhibit D for all Myogen Work Productsubject to copyright protection, including, without limitation, computer programs, notes, sketches,drawings and reports.                    **(l) Enforcement of Proprietary Rights**. Julian will assist Myogen in every proper way toobtain, and from time to time enforce, United States and foreign Proprietary Rights relating toMyogen Work Product in any and all countries. To that end Julian will execute, verify and deliversuch documents and perform such other acts (including appearances as a witness) as Myogen mayreasonably request for use in applying for, obtaining, perfecting, evidencing, sustaining andenforcing such Proprietary Rights and the assignment thereof. In addition, Julian will execute,verify and deliver assignments of such Proprietary Rights to Myogen or its designee. Julian’sobligation to assist Myogen with respect to Proprietary Rights relating to such Myogen Work Productin any and all countries shall continue beyond the termination of the Consulting Services, butMyogen shall compensate Julian at a reasonable negotiated hourly rate after such termination forthe time actually spent by Julian at Myogen’s request on such assistance.                    **(m) Execution of Documents**. In the event Myogen is unable for any reason, after reasonableeffort, to secure Julian’s signature on any document needed in connection with the actionsspecified in the preceding Sections 4.h and 4.i, Julian hereby irrevocably designates and appointsMyogen and its duly authorized officers and agents as his/her/its agent and attorney in fact, whichappointment is coupled with an interest, to act for and in his behalf to execute, verify and fileany such documents and to do all other lawfully permitted acts to further the purposes of thepreceding paragraph with the; same legal force and effect as if executed by Julian. Julian herebywaives and quitclaims to Myogen any, and all claims, of any nature whatsoever, which Julian now ormay hereafter have for infringement of any Proprietary Rights assigned hereunder to Myogen.                    **(n) Termination**. During the Consulting Period, if the Company reasonably determines that youhave breached any material terms of this Agreement, the Company shall notify you in writing of suchbreach and you shall have thirty (30) days to cure the breach if it is capable of cure. If suchmaterial breach is not cured within the period set forth above or if the beach is not otherwisecapable of cure, then the Company may terminate further Consulting Services by providing writtennotice of such termination. In addition, you may terminate the Consulting Services at any time,with or without cause, by giving the Company at least fifteen (15) days written notice of yourintention to terminate. In the event you shall die during the term of this Agreement or becomepermanently disabled, as evidenced by your inability to carry out your job or consultingresponsibilities, as the case may be, for a continuous period of three
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months, this Agreement shall terminate on the date of your death, or the date upon which, inthe reasonable determination of the Company, you have failed to carry out your job or consultingresponsibilities for three months. The Company’s ability to terminate this Agreement as a resultof any disability shall be to the extent permitted by state and/or federal law. If not terminatedearly, the Consulting Services shall terminate at the end of the Consulting Period.          **6. Stock Options.**During your employment with the Company you were granted options topurchase 364,359 shares of Common Stock (the “Options”) under the Company’s 1998 and 2003 EquityIncentive Plans (the “Plans”). Pursuant to the Plans, your Options will continue to vest pursuantto the vesting schedule rates set forth in the stock option agreements governing the Options untilthe earlier of the termination of this Agreement pursuant to Section 5(n) or the end of theConsulting Period. Accordingly, as of the end of the Consulting Period, the Options will be vestedand exercisable as to 121,192 shares (less any shares exercised during the Transition Period or theConsulting Period). In accordance with the Plans, you may exercise all or any portion of yourVested Options for a period of ninety (90) days following the Termination Date (“ISO ExercisePeriod”). Following the ISO Exercise Period, and during the Consulting Period, your Vested Optionswill continue to be exercisable but will be considered non-statutory Options. Upon the earlier ofthe termination of this Agreement or the termination of the Consulting Period, you will have ninety(90) days in which to exercise all or any portion of your Vested Options. Except as expresslyprovided herein, all other rights and obligations with respect to the Options shall be governed bythe terms of the option grant notice, stock option agreements and the Plans.          **7. Other Compensation or Benefits.**You acknowledge that, except as expressly provided in thisAgreement, you will not receive any additional compensation, severance or benefits after theTermination Date.          **8. Expense Reimbursements.**You agree that, within ten business (10) days of the TerminationDate, you will submit your final documented expense reimbursement statement reflecting all businessexpenses you incurred through the Termination Date, if any, for which you seek reimbursement. TheCompany will reimburse you for these expenses pursuant to its regular business practice.          **9. Return of Company Property**. On or before the Termination Date, you shall return allCompany Documents and Company Property to the Company. For purposes of this Agreement, the terms“Company Documents” and “Company Property” shall include, but not be limited to, Company files,notes, drawings, records, business plans and forecasts, financial information, specifications,computer-recorded information, tangible property (including, but not limited to, computers), creditcards, entry cards, identification badges and keys; and, any materials of any kind which contain orembody any proprietary or confidential information of the Company (and all reproductions thereof).          **10. Proprietary Information Obligations.**Both during and after your employment you willrefrain from any use or disclosure of the Company’s proprietary or confidential information ormaterials. You hereby acknowledge your continuing obligations under the Employee ProprietaryInformation Inventions Non-Competition and Non-Solicitation Agreement executed by you andincorporated by reference herein and attached hereto as Exhibit A (“Proprietary InformationAgreement”) not to use or disclose any confidential or proprietary information of the Companywithout prior written authorization from a duly authorized representative of the Company.
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          **11. Confidentiality.**The provisions of this Agreement shall be held in strictest confidenceby you and the Company and shall not be publicized or disclosed in any manner whatsoever; *provided,however,*that: (a) you may disclose this Agreement to your immediate family; (b) the parties maydisclose this Agreement in confidence to their respective attorneys, accountants, auditors, taxpreparers, and financial advisors; (c) the Company may disclose this Agreement as necessary tofulfill standard or legally required corporate reporting or disclosure requirements; and (d) theparties may disclose this Agreement insofar as such disclosure may be necessary to enforce itsterms or as otherwise required by law.          **12. Public Statement; Non-disparagement. Julian and the Company agree that any publicstatement made by either him or the Company shall affirm that Julian is retiring from the Companyand will be available for a period of time as an independent consultant/contractor.**You and theCompany agree not to disparage the other party, and the other party’s officers, directors,employees, shareholders and agents, in any manner likely to be harmful to them or their business,business reputation or personal reputation; provided that you and the Company shall respondaccurately and fully to any question, inquiry or request for information when required by legalprocess.          **13. General Release**. Julian hereby generally and completely releases the Company, and itsrespective directors, officers, employees, shareholders, partners, agents, attorneys, predecessors,successors, parent and subsidiary entities, ERISA plans, current and former trustees andadministrators of ERISA plans, insurers, affiliates, and assigns (“Released Parties”) from any andall claims, liabilities and obligations, both known and unknown, that arise out of or are in anyway related to events, acts, conduct, or omissions occurring prior to Julian’s signing thisAgreement. This general release includes, but is not limited to: (1) all claims arising out of orin any way related to Julian’s employment with the Company or the termination of that employment;(2) all claims related to Julian’s compensation or benefits from the Company or the ReleasedParties, including salary, bonuses, commissions, vacation pay, expense reimbursements, severancepay, fringe benefits, stock, stock options, or any other ownership interests in the Company or theReleased Parties; (3) all claims for breach of contract, wrongful termination and breach of theimplied covenant of good faith and fair dealing; (4) all tort claims, including claims for fraud,defamation, emotional distress, and discharge in violation of public policy; and (5) all federal,state, and local statutory claims, including claims for discrimination, harassment, retaliation,attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 and 1991 (asamended), the federal Age Discrimination in Employment Act of 1967 (as amended) (“ADEA”), theEmployee Retirement Income and Securities Act (“ERISA”), the Family and Medical Leave Act (“FMLA”),the federal Americans with Disabilities Act of 1990 (“ADA”), and the Colorado Anti-DiscriminationStatutes/Act, as amended, any and all protections pursuant to Colorado’s Wage Statutes, Wage Order22, and the Fair Labor Standards Act (“FLSA”), (with the sole exclusions to any workers’compensation claim and any claims for unemployment insurance), any wage and hour law (including anyclaim for any penalties), privacy rights, whistleblower protections (under any state or federallaw, act, statute, or regulation), and constitutional protections. You represent that you have nolawsuits, claims or actions pending in your name or on behalf of any other person or entity,against the Company or any other person or entity subject to the release granted in this paragraph.You agree that in the event you bring a claim covered by this release in which you seek damagesagainst the Company or in the event you seek to recover against the Company in any claim brought bya governmental agency on your behalf, this Agreement shall serve as a complete defense to suchclaims.
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          **14. ADEA Waiver.**You acknowledge that you are knowingly and voluntarily waiving and releasingany rights you may have under the ADEA, and that the consideration given for the waiver and releasein the preceding paragraph is in addition to anything of value to which you were already entitled.You further acknowledge that you have been advised by this writing that: (a) your waiver andrelease do not apply to any rights or claims that may arise after the date you sign this Agreement;(b) you may consult with an attorney prior to signing this Agreement (although you may choosevoluntarily not to do so); (c) you have twenty-one (21) days to consider this Agreement (althoughyou may voluntarily choose to sign this Agreement earlier); (d) you have seven (7) days followingthe date you sign this Agreement to revoke the Agreement by providing written notice of revocationto Myogen’s Human Resources Director; and (e) this Agreement will not be effective until the dateupon which the revocation period has expired, which will be the eighth calendar day after the dateyou sign this Agreement (“Effective Date”).          **15. Termination of Prior Employment Agreement and Waiver of Rights Thereunder.**Julian and theCompany hereby acknowledge and agree to terminate the Prior Employment Agreement in its entirety asof the Effective Date of this Agreement and that the Prior Employment Agreement shall then nolonger have any force or effect. Moreover, except as expressly provided herein, Julian and theCompany acknowledge and agree to waive any rights or claims each may have under the PriorEmployment Agreement. Notwithstanding the foregoing provisions of this Paragraph 15, Julianacknowledges and agrees that Sections 14 (Proprietary Information Obligations), 15(Confidentiality), 16 (Non-disparagement), and 17 (Non-competition and Non-solicitation) of thePrior Employment Agreement shall remain in full force and effect after the Effective Date of thisAgreement.          **16. Miscellaneous**. This Agreement, and its Exhibits, constitutes the complete, final andexclusive embodiment of the entire agreement between you and the Company with regard to thissubject matter. It is entered into without reliance on any promise or representation, written ororal, other than those expressly contained herein, and it supersedes any other such promises,warranties or representations, including, without limitation the Prior Employment Agreement (aslimited in Paragraph 15, above). This Agreement may not be modified or amended except in a writingsigned by both you and a duly authorized officer of the Company. This Agreement shall bind theheirs, personal representatives, successors and assigns of you and the Company, and inure to thebenefit of both you and the Company, their heirs, successors and assigns, provided that you may notassign this Agreement to a third party without first obtaining the prior written consent of theCompany. If any provision of this Agreement is determined to be invalid or unenforceable, in wholeor in part, this determination will not affect any other provision of this Agreement and theprovision in question shall be modified by the court so as to be rendered enforceable. ThisAgreement shall be deemed to have been entered into and shall be construed and enforced inaccordance with the laws of the State of Colorado as applied to contracts made and to be performedentirely within Colorado.
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          **IN WITNESS WHEREOF**, the parties have duly authorized and caused this Agreement to be executedas follows:       **John R. Julian**   **Myogen, Inc.**An individual   A Delaware corporation       /s/ John R. Julian   By:      /s/ J. William Freytag       John R. Julian   Name: J. William Freytag    Its: CEO and PresidentDate: 3/30/06   Date: 3/30/06   Exhibit A – Employee Proprietary Information Inventions Non-Competitionand Non-Solicitation AgreementExhibit B Conflict of Interest DisclosureExhibit C Prior Work Product DisclosureExhibit D Assignment of CopyrightExhibit E General Release Agreement
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**EXHIBIT A****Employee Proprietary Information Inventions Non-Competition and Non-Solicitation**