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                                                                    EXHIBIT 10.2

                      SECOND AMENDMENT TO LICENSE AGREEMENT

       This Second Amendment to License Agreement ("Second Amendment") is
effective as of this 30th day of August, 2002 (the "Effective Date"), by and
among Triangle Pharmaceuticals, Inc., a for-profit Delaware corporation with
principal offices located at 4 University Place, 4611 University Drive, Durham,
North Carolina 27707 ("COMPANY") and Emory University, a not-for-profit Georgia
corporation with offices at 1380 South Oxford Road, N.E., Atlanta, Georgia 30322
and the University of Georgia Research Foundation, Inc., a not-for-profit
Georgia corporation with offices at 631 Boyd Graduate Studies Building, Athens,
Georgia 30602-7411 ("UGARF") (EMORY and UGARF being collectively referred to as
the "LICENSORS"), and amends certain terms of that certain License Agreement,
dated as of March 31, 1996, between LICENSORS and COMPANY, as amended by the
First Amendment to License Agreement, dated July 10, 2000 ("First Amendment")
(such License Agreement as amended by the First Amendment is referred to herein
as the "Agreement").

                                    RECITALS:

       A.     LICENSORS and COMPANY have previously entered into the Agreement,
              pursuant to which LICENSORS have licensed certain patent rights
              and know-how owned or controlled by LICENSORS to COMPANY relating
              to certain a-D-dioxolanyl purines for use in treating or
              preventing HIV and HBV infections;

       B.     LICENSORS and COMPANY are, effective on the same date as the
              Effective Date of this Second Amendment, entering a license
              agreement with Shire Biochem Inc. ("SHIRE BIOCHEM") and Shire
              Pharmaceuticals Group plc ("SHIRE PHARMACEUTICALS") ("SHIRE
              BIOCHEM and SHIRE PHARMACEUTICALS" being collectively referred to
              herein as "SHIRE") (the "SHIRE DAPD License"), pursuant to which
              SHIRE has licensed to LICENSORS, with the right to sublicense to
              COMPANY, certain patents and patent applications owned by SHIRE;

       C.     LICENSORS and COMPANY are, effective on the same date as the
              Effective Date of this Second Amendment, entering a license
              agreement with SHIRE (the "SHIRE BCH-13520 License") pursuant to
              which LICENSORS and COMPANY have licensed to SHIRE certain patents
              and patent applications owned by LICENSORS and COMPANY;

       D.     LICENSORS and COMPANY desire to amend the Agreement to provide
              terms and conditions for the sublicensing by LICENSORS to COMPANY
              of the patents and patent applications licensed to LICENSORS by
              SHIRE pursuant to the SHIRE DAPD License and to provide terms and
              conditions to permit the licenses and rights granted to SHIRE
              pursuant to the SHIRE BCH-13520 License; and

       E.     This Second Amendment is referred to in the SHIRE DAPD License and
              in the SHIRE BCH-13520 License as the "2002 Amendment."

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       NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are acknowledged by all parties, COMPANY and LICENSORS
hereby agree as follows:

       1.     Definitions.

              1.1    USE OF EXISTING DEFINITIONS. All terms used in this Second
                     Amendment and not otherwise defined herein shall have the
                     same meanings ascribed to them in the Agreement.

              1.2    AMENDMENT OF DEFINITIONS. The Agreement is hereby amended
                     to provide that:

                     1.2.1  The term "SHIRE" shall mean collectively Shire
                            Biochem Inc. and Shire Pharmaceuticals Group plc;

                     1.2.2  The term "SHIRE DAPD License" shall mean the license
                            agreement effective on the same date as the
                            Effective Date of this Second Amendment between and
                            among Shire Biochem Inc., Shire Pharmaceuticals
                            Group plc, Emory University, University of Georgia
                            Research Foundation, Inc. and Triangle
                            Pharmaceuticals, Inc. pursuant to which SHIRE has
                            licensed to LICENSORS, with the right to sublicense
                            to COMPANY, certain patents and patent applications
                            owned by SHIRE;

                     1.2.3  The term "SHIRE BCH-13520 License" shall mean the
                            license agreement effective on the same date as the
                            Effective Date of this Second Amendment between and
                            among Shire Biochem Inc., Shire Pharmaceuticals
                            Group plc, Emory University, University of Georgia
                            Research Foundation, Inc. and Triangle
                            Pharmaceuticals, Inc. pursuant to which LICENSORS
                            and COMPANY have licensed to SHIRE certain patents
                            and patent applications owned by LICENSORS and
                            COMPANY;

                     1.2.4  The term "Licensed Compound" shall mean all of the
                            compounds included within Licensed Compounds, as
                            defined in Section 1.8 of the Agreement and, with
                            respect to rights granted by LICENSORS to COMPANY
                            under the SHIRE DAPD License, shall also include
                            those compounds included within Licensed DAPD
                            Compound.

                     1.2.5  The term "Licensed DAPD Compound" shall have the
                            same meaning as the term "Licensed Compound" in the
                            SHIRE DAPD License;

                     1.2.6  The term "Licensed BCH-13520 Compound" shall have
                            the same meaning as the term "Licensed Compound" in
                            the SHIRE BCH-13520 License;

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                     1.2.7  The term "Licensed BCH-13520 Products" shall have
                            the same meaning as the term "Licensed Products" in
                            the SHIRE BCH-13520 License;

                     1.2.8  The terms "Affiliate," "Field of Use," "Net Selling
                            Price," "Sale," "Sold," "Authorized Third Party,"
                            "SHIRE Patents" and "Patent Prosecution Activities"
                            shall have the same meanings ascribed to them in the
                            SHIRE DAPD License.

                     1.2.9  The term "Licensed Patents" shall mean all of the
                            patents and patent applications included within
                            "Licensed Patents," as defined in the Agreement
                            before this Second Amendment, together with all of
                            the patents and patent applications included within
                            "SHIRE Patents," as defined in the SHIRE DAPD
                            License.

       2.     AMENDMENT OF OTHER PROVISIONS OF THE AGREEMENT. The provisions of
              the Agreement, other than definitions, are hereby amended as
              follows:

              2.1    AMENDMENT OF SECTION 2.1. Section 2.1 is amended by
                     inserting the after the words "exclusive right and license"
                     the following language: ", except for the rights granted by
                     LICENSORS to SHIRE pursuant to Articles 2 and 6 of the
                     SHIRE BCH-13520 License,"

              2.2    AMENDMENT OF SECTION 3.4.

                            2.2.1  The title, the first sentence of Section 3.4
                                   and subsections 3.4(a) and 3.4(b) are deleted
                                   in their entireties and replaced with the
                                   following:

                                   "3.4 RUNNING ROYALTIES.

                                   (a)    HIV ROYALTY RATE. COMPANY shall pay
                                          LICENSORS a royalty of ***   of the
                                          Net Selling Price of all Licensed
                                          Products Sold in the Territory by
                                          COMPANY and its Affiliates, Authorized
                                          Third Parties and Sublicensees for HIV
                                          indications.

                                   (b)    HBV ROYALTY RATE. COMPANY shall pay
                                          LICENSORS a royalty of    ***   of the
                                          Net Selling Price of all Licensed
                                          Products Sold in the Territory by
                                          COMPANY and its

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                                          Affiliates, Authorized Third Parties
                                          and Sublicensees for HBV indications."

                            2.2.2  Section 3.4(c) is amended by changing the
                                   second sentence to read:

                                   "Thereafter, royalties shall be paid only so
                                   long as the manufacture, use, offer for sale,
                                   sale or importation of such Licensed Product
                                   in such country would, in the absence of a
                                   license, infringe a Valid Claim of an issued
                                   and unexpired patent within the Licensed
                                   Patents, other than a SHIRE Patent, as
                                   defined in the SHIRE DAPD License"

              2.3    NEW SECTION 3.13. The following new Section 3.13 is added
                     to Article 3:

                            (a) "3.13 ROYALTIES RECEIVED FROM SHIRE. Royalties
                                paid by SHIRE to LICENSORS pursuant to Article 3
                                of the SHIRE BCH-13520 License shall be retained
                                by LICENSORS.

              2.4    AMENDMENT OF SECTION 3.9 OF THE AGREEMENT. Section 3.9 of
                     the Agreement is amended as follows:

                     2.4.1  Section 3.9 is amended by changing "    ***    " to
                            "    ***    ".

                     2.4.2  Section 3.9 is further amended by adding the
                            following sentences to the end of the section:

                            "It is understood that royalties payable by COMPANY
                            to SHIRE pursuant to Article 3 of the SHIRE DAPD
                            License shall be considered "third party royalties,"
                            under this Section 3.9. With respect to Section 3.3
                            of the SHIRE DAPD License, LICENSORS and COMPANY
                            agree that they shall consult with each other
                            concerning whether either or both of them are
                            required to pay royalties or other fees to a Third
                            Party that are deductible from royalties payable to
                            SHIRE; however, such determination shall be at
                            COMPANY's discretion."

              2.5    AMENDMENT OF SECTION 4.2. Section 4.2 is deleted in its
                     entirety and replaced with the following:

                     "4.2 RIGHT TO AUDIT. LICENSORS shall have the right, upon
                     prior notice to COMPANY, not more than once in each COMPANY
                     fiscal year nor more than once in respect of any fiscal
                     year, through an independent

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                     certified public accountant selected by LICENSORS and
                     acceptable to COMPANY, which acceptance shall not be
                     unreasonably refused, to have access during normal business
                     hours to those records of COMPANY as may be reasonably
                     necessary to verify the accuracy of the royalty reports
                     required to be furnished by COMPANY pursuant to Section 4.1
                     of the Agreement. COMPANY also shall keep and maintain
                     records of COMPANY as may be reasonably necessary to verify
                     the accuracy of the royalty reports made to SHIRE pursuant
                     to Section 4.1 of the SHIRE DAPD License and to grant
                     access to such records to SHIRE's independent certified
                     public accountant. COMPANY shall include in any sublicenses
                     granted pursuant to this Agreement a provision requiring
                     the sublicensee to keep and maintain records of Sales made
                     pursuant to such sublicense and to grant access to such
                     records by LICENSORS' independent certified public
                     accountant and, in the case of reports made to SHIRE
                     pursuant to Section 4.1 of the SHIRE DAPD License, by
                     SHIRE's independent certified public accountant. Any
                     underpayments or overpayments made to SHIRE shall be
                     reported and dealt with according to the terms of Section
                     4.2 of the SHIRE DAPD License. If LICENSOR's independent
                     certified public accountant's report shows any underpayment
                     of royalties by COMPANY, its Affiliates or sublicensees to
                     LICENSORS, within thirty (30) days after COMPANY's receipt
                     of such report, COMPANY shall remit or shall cause its
                     sublicensees to remit to LICENSORS:

                            (a)    the amount of such underpayment; and

                     (b)    if such underpayment exceeds    ***    of the total
                     royalties owed for the fiscal year then being reviewed, the
                     reasonably necessary fees and expenses of such independent
                     certified public accountant performing the audit.
                     Otherwise, LICENSOR's accountant's fees and expenses shall
                     be borne by LICENSORS. Any overpayment of royalties shall
                     be fully creditable against future royalties payable in any
                     subsequent royalty periods. Upon the expiration of   ***
                     months following the end of any fiscal year, the
                     calculation of royalties payable with respect to such
                     fiscal year shall be binding and conclusive on LICENSORS
                     and COMPANY, unless an audit is initiated before expiration
                     of such  ***   months."

              2.6    AMENDMENT OF SECTION 6.2. Section 6.2 of the Agreement is
                     amended to extend the date for COMPANY to  ***   by an
                     additional    ***  months. Therefore, subsection 6.2(a)(ii)
                     is deleted in its entirety and replaced with the following:

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                     "(ii)            ***; and"

              2.7    AMENDMENT OF ARTICLE 7 OF THE AGREEMENT. Article 7 of the
                     Agreement is amended by adding the following new
                     subsections 7.1(d) and 7.1(e):

                     "(d)   With respect to Article 7 of the SHIRE DAPD License,
                            in the event that SHIRE decides to allow a patent or
                            patent application to lapse or become abandoned, or
                            in the event that SHIRE declines to file a SHIRE
                            Patent continuation or divisional application or
                            other SHIRE Patent as provided by such Article 7,
                            then LICENSORS shall have the first right, but not
                            the obligation, to undertake such Patent Prosecution
                            Activities that SHIRE declines to perform. COMPANY
                            shall pay the costs of such reasonable,
                            out-of-pocket Patent Prosecution Activities in
                            connection with SHIRE Patents in the same manner and
                            subject to the same conditions set forth in Section
                            7.1(b), to the extent that such costs are deductible
                            by COMPANY from royalties payable to SHIRE. If
                            LICENSORS decline to undertake any such Patent
                            Prosecution Activities, then COMPANY shall have the
                            right, but not the obligation, to do so, in which
                            event COMPANY shall have the right to deduct such
                            costs from royalties payable to SHIRE.

                     (e)    LICENSORS and COMPANY agree that their respective
                            rights with respect to Patent Prosecution Activities
                            under this Article 7 shall be subject to SHIRE's
                            rights in connection with the patent protection of
                            Licensed BCH-13520 Compound under Article 7 of the
                            SHIRE BCH-13520 License."

              2.8    AMENDMENT OF ARTICLE 8 OF THE AGREEMENT. Article 8 of the
                     Agreement is hereby amended by adding the following new
                     Sections 8.3, 8.4 and 8.5:

                     "8.3   THIRD-PARTY INFRINGEMENT OF SHIRE PATENTS. With
                            respect to Article 8 of the SHIRE DAPD License, in
                            the event that SHIRE declines to take action against
                            a Third Party infringer of a SHIRE Patent, and
                            COMPANY and UNIVERSITY have the right to do so under
                            Section 8.3 of the SHIRE DAPD License, the COMPANY
                            shall have the right, but not the obligation, to
                            take action against such Third Party infringer and
                            retain all damages awards or settlement payments
                            after deducting expenses of such action and making
                            required payments to SHIRE. If COMPANY declines to
                            take such action under such Section 8.3, then
                            LICENSORS shall have the right, but not the
                            obligation, to take such actions and to

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                            retain all damages awards or settlement payments
                            after deducting expenses of such action and making
                            required payments to SHIRE. Neither COMPANY nor
                            LICENSORS shall settle any such action in a manner
                            that would impose on the other party any material
                            obligation or burden without the written consent of
                            such other party.

                     8.4    LICENSORS and COMPANY agree that their respective
                            rights to take actions against third-party
                            infringers under this Article 8 shall be subject to
                            SHIRE's rights to pursue third-party infringements
                            with respect to Licensed BCH-13520 Compound,
                            Licensed BCH-13520 Products and metabolites of
                            Licensed BCH-13520 Compound under Article 8 of the
                            SHIRE BCH-13520 License.

                     8.5    In the event that LICENSORS and COMPANY have the
                            right to take action to abate a third-party
                            infringement pursuant to Section 8.4 of the SHIRE
                            BCH-13520 License, then LICENSORS shall have the
                            first right and option, but not the obligation, to
                            take such action at their own expense. In such
                            event, if a damage award or aggregate settlement
                            payments exceed LICENSORS' expenses of such action,
                            then the share of such excess damage award or
                            settlement payments provided to LICENSORS and
                            COMPANY pursuant to such Section 8.4 shall be paid
                            to LICENSORS. If LICENSORS decline to take such
                            action, then COMPANY shall have the right, but not
                            the obligation, to do so at its own expense. In such
                            event, if a damage award or aggregate settlement
                            payments exceed COMPANY's expenses of such action,
                            then the share of such excess damage award or
                            settlement payments provided to LICENSORS and
                            COMPANY pursuant to such Section 8.4 shall be paid
                            to COMPANY."

              2.9    AMENDMENT OF ARTICLE 11 OF THE AGREEMENT. Article 11 of the
                     Agreement is hereby as follows:

                     2.9.1  Section 11.1 is amended to read:

                            "11.1  TERM. Unless sooner terminated as otherwise
                                   provided in this Agreement, the term of this
                                   Agreement shall commence on the date of this
                                   Agreement and shall continue in full force
                                   and effect until the expiration of the last
                                   to expire Valid Claim or the last to expire
                                   of the SHIRE Patents, whichever is later."

                     2.9.2  The following new Section 11.8 is added to the
                            Agreement:

                            "11.8  TERMINATION OF SHIRE LICENSE.

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                                   (a)    In the event that COMPANY or LICENSORS
                                          receive a notice of election to
                                          terminate the SHIRE DAPD License
                                          pursuant to Section 11.3 thereof, the
                                          party receiving such notice shall
                                          promptly provide a copy of such notice
                                          to the other party. The party whose
                                          conduct resulted in such notice (the
                                          "Alleged Breaching Party") shall work
                                          in good faith to cure any breach
                                          giving rise to such notice or, if it
                                          has a good faith belief that it has
                                          not breached and that such notice is
                                          improper, it shall fully explain the
                                          bases for such belief to the other
                                          party. If the other party elects to
                                          take steps to cure such alleged
                                          breach, the Alleged Breaching Party
                                          shall cooperate in good faith in such
                                          efforts, without prejudice to any
                                          cause of action or remedies in law or
                                          equity that it may have against SHIRE
                                          for wrongful termination. Such other
                                          party's efforts to cure shall be
                                          without prejudice to any cause of
                                          action or remedies in law or equity
                                          that it may have against the Alleged
                                          Breaching Party, including an action
                                          for recovery of its costs, expenses
                                          and damages resulting from its efforts
                                          to cure the breach.

                                   (b)    LICENSORS shall not terminate the
                                          SHIRE DAPD License pursuant to Section
                                          11.5 thereof without COMPANY's prior
                                          written consent."

                     2.9.3  The following new Section 11.9 is added to the
                            Agreement:

                            "11.9  LIABILITY FOR BREACH RESULTING IN TERMINATION
                                   OF THE SHIRE DAPD LICENSE. In the event that
                                   COMPANY or LICENSORS breach the SHIRE DAPD
                                   License and fail to cure such breach in a
                                   timely way and such breach results in SHIRE's
                                   termination of the SHIRE DAPD License
                                   pursuant to Section 11.3 thereof, the
                                   breaching party shall be liable to the other
                                   party for all actual and consequential
                                   damages resulting from such breach and
                                   termination. Such other party may pursue all
                                   such remedies that it may have in law or
                                   equity, including specific performance, to
                                   prevent or cure such breach or to recover
                                   damages as a result thereof."

       3.     GENERAL TERMS.

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              3.1    UNAMENDED TERMS OF AGREEMENT REMAIN IN EFFECT. Except as
                     expressly amended hereby, the remaining terms of the
                     Agreement shall remain in full force and effect.

              3.2    COOPERATION REGARDING RIGHTS AND OBLIGATIONS UNDER SHIRE
                     DAPD LICENSE AND SHIRE BCH-13520 LICENSE. To the extent not
                     expressly addressed in this Second Amendment, in those
                     situations in which LICENSORS and COMPANY have rights or
                     obligations under a provision of the SHIRE DAPD License or
                     the SHIRE BCH-13520 License, they agree reasonably to
                     inform each other of all facts relevant to the exercise of
                     such rights and obligations and to cooperate reasonably in
                     determining the manner in which to exercise or to share in
                     the benefits or costs of such rights or obligations. Should
                     the parties be unable to agree, after good faith efforts,
                     then they shall resolve such disagreement in accordance
                     with the procedures set forth in Section 16.1 of the
                     Agreement.

              3.3    ENTIRE AGREEMENT. The Agreement, as amended by this Second
                     Amendment, the SHIRE DAPD License and the SHIRE BCH-13520
                     License constitute the entire agreement between LICENSORS
                     and COMPANY regarding the subject matters contained therein
                     and herein and specifically supersedes the BINDING MATERIAL
                     TERMS AGREEMENT entered by LICENSORS and COMPANY on July
                     26, 2002.

              3.4    CONFLICTS. In the event of any conflict between the
                     provisions of the Agreement and this Second Amendment, the
                     provisions of this Second Amendment shall govern and
                     control.

              3.5    GOVERNING LAW. This Second Amendment shall be governed by,
                     and construed in accordance with, the laws of the State of
                     Georgia without regard to its conflicts of laws principles.

              3.6    COUNTERPARTS. This Second Amendment may be executed in any
                     number of counterparts, each of which shall be deemed an
                     original and all of which shall constitute one and the same
                     instrument.

              3.7    SURVIVAL OF PROVISIONS. If any provision of this Second
                     Amendment is for any reason held to be ineffective,
                     unenforceable or illegal, such condition shall not affect
                     the validity or enforceability of any of the remaining
                     portions hereof; provided, further, that the parties shall
                     negotiate in good faith to replace any ineffective,
                     unenforceable or illegal provision with an effective
                     replacement as soon as is practical.

[SIGNATURE PAGE FOLLOWS]

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       IN WITNESS WHEREOF, LICENSORS and COMPANY have each executed this Second
Amendment through an authorized officer as of the date first written above.

                                EMORY UNIVERSTIY


                                By:   /s/ Mary L. Severson, Ph.D, JD
                                      -----------------------------------


                                Its:  ASSISTANT VICE PRESIDENT & DIRECTOR
                                      OFFICE OF TECHNOLOGY TRANSFER

                                UNIVERSITY OF GEORGIA RESEARCH
                                FOUNDATION, INC.

                                By:   /s/ Gordham L. Patel, Ph.D
                                      -----------------------------------

                                Its:  Executive Vice President
                                      -----------------------------------

                                TRIANGLE PHARMACEUTICALS, INC.

                                By:   R. Andrew Finkle
                                      -----------------------------------

                                Its:  Executive Vice President
                                      -----------------------------------

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