EXHIBIT 10.2

                      SECOND AMENDMENT TO LICENSE AGREEMENT

      This Second Amendment to License Agreement ("Second Amendment") is entered
into as of July 10, 2000, by and between 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 ("LICENSOR"), and amends certain terms
of that certain License Agreement, dated as of April 17, 1996, as amended
pursuant to a First Amendment to License Agreement entered into as of May 6,
1999 (said License Agreement and First Amendment being collectively referred to
as the "Agreement"), between LICENSOR and COMPANY.

                                    RECITALS:

      A. LICENSOR and COMPANY have previously entered into the Agreement,
pursuant to which LICENSOR has licensed certain patent rights and know-how to
COMPANY with respect to FTC.

      B. LICENSOR and COMPANY desire to amend certain terms of the Agreement as
set forth in this Second Amendment.

      NOW, THEREFORE, for good and valuable consideration, COMPANY and LICENSOR
hereby agree as follows:

      1. Definitions. All terms used in this Second Amendment and not otherwise
      defined herein shall have the same meanings ascribed to them in the
      Agreement.

      2. Amendment. Section 1.12 of the Agreement is hereby deleted and replaced
      as follows:

            1.12 "Licensed Compound" or "FTC" shall mean: (a) the (-) enantiomer
      with the chemical name (2R-cis)-4-amino-5-fluoro-1-[2-(hydroxymethyl)-1,3-
      oxathiolan-5-yl]-2(1H)-pyrimidinone; (b) any mixture of the (-) enantiomer
      described in Subsection 1.12(a) and the (+) enantiomer with the chemical
      name (2S-cis)-4-amino-5-fluoro-1-[2-(hydroxymethyl)-1,3-oxathiolan-5-yl]-
      2(1H)-pyrimidinone, *** ; (c) any salts, esters (including, but not
      limited to, all 5(1) phosphate esters) and N alkylated derivatives of any
      of the foregoing; or (d) any and all polymorphs, hydrates and solvates of
      any of the foregoing. "Licensed Compounds" shall mean all of the
      foregoing.

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      3. General Terms.

            (a) Except as expressly amended hereby, the remaining terms of the
      Agreement shall remain in full force and effect.

            (b) The Agreement, as amended by this Second Amendment, constitutes
      the entire agreement between LICENSOR and COMPANY or regarding the subject
      matters contained therein and herein.

            (c) 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.

            (d) 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.

            (e) 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.

            (f) 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.

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

                              EMORY UNIVERSITY

                              By: /s/ John L. Temple
                                  ------------------------------------
                                  John L. Temple

                              Its: Executive Vice President


                              TRIANGLE PHARMACEUTICALS, INC.

                              By: /s/ David W. Barry
                                  ------------------------------------
                                  David W. Barry

                              Its: Chairman and Chief Executive Officer

                      [SIGNATURE PAGE TO SECOND AMENDMENT]