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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended
    December 31, 2005.o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934.For the transition period
    from          
    to          .   Commission File Number
    000-50438
 Myogen, Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

84-1348020(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)  7575 West 103rd Avenue, Suite 102
 Westminster, Colorado 80021
 (303) 410-6666
 (Address, including zip code,
    and telephone number,
 including area code, of
    principal executive offices)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 Common Stock $.001 Par Value
 (Title of Class)
  þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K o
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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TABLE OF
    CONTENTS
  PagePART IITEM 1.

BUSINESS


2ITEM 1A.

RISK FACTORS


22ITEM 1B.

UNRESOLVED STAFF
    COMMENTS


43ITEM 2.

PROPERTIES


44ITEM 3.

LEGAL
    PROCEEDINGS


44ITEM 4.

SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


44PART IIITEM 5.

MARKET FOR THE
    REGISTRANTS COMMON EQUITY, RELATED STOCK HOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES


44ITEM 6.

SELECTED FINANCIAL
    DATA


46ITEM 7.

MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


47ITEM 7A.

QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ON MARKET RISK


63ITEM 8.

FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


64ITEM 9.

CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


64ITEM 9A.

CONTROLS AND
    PROCEDURES


65ITEM 9B.

OTHER
    INFORMATION


66PART IIIITEM 10.

DIRECTORS AND
    EXECUTIVE OFFICERS OF THE REGISTRANT


66ITEM 11.

EXECUTIVE
    COMPENSATION


67ITEM 12.

SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
    STOCKHOLDER MATTERS


67ITEM 13.

CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS


67ITEM 14.

PRINCIPAL
    ACCOUNTING FEES AND SERVICES


67PART IVITEM 15.

EXHIBITS, FINANCIAL
    STATEMENTS SCHEDULES


68Sale and Sublicense AgreementStock Purchase AgreementConsent of Ernst & Young LLPConsent of PricewaterhouseCoopers LLPCertification of Principal Executive Officer Required by Rule 13a-14(a)Certification of Principal Financial Officer Required by Rule 13a-14(a)Section 1350 Certification




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PART I  Unless the context requires otherwise, references in this
    report to Myogen, the Company,
    we, us, and our refer to
    Myogen, Inc.
  This report contains forward-looking statements within the
    meaning of Section 27A of the Securities Act of 1933, as
    amended, and Section 21E of the Securities Exchange Act of
    1934, as amended. These forward-looking statements include, but
    are not limited to, statements concerning our plans to continue
    development of our current product candidates; conduct clinical
    trials with respect to our product candidates; seek regulatory
    approvals; address certain markets; engage third-party
    manufacturers to supply our clinical trial and commercial
    requirements; hire sales and marketing personnel; and evaluate
    additional product candidates for subsequent clinical and
    commercial development. In some cases, these statements may be
    identified by terminology such as may,
    will, should, expects,
    plans, anticipates,
    believes, estimates,
    predicts, potential, or
    continue or the negative of such terms and other
    comparable terminology. Although we believe that the
    expectations reflected in the forward-looking statements
    contained herein are reasonable, we cannot guarantee future
    results, levels of activity, performance or achievements. These
    statements involve known and unknown risks and uncertainties
    that may cause our or our industrys results, levels of
    activity, performance or achievements to be materially different
    from those expressed or implied by the forward-looking
    statements. Factors that may cause or contribute to such
    differences include, among other things, those discussed under
    the captions Business, Risk Factors and
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations. Forward-looking
    statements not specifically described above also may be found in
    these and other sections of this report.
  ITEM 1.
    BUSINESS  Overview
      ® ® ®
   2




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®
    period-to-period
  www.myogen.com. Form 10-K, Form 10-Q Form 8-K, www.myogen.com,
 3




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1-800-SEC-0330. www.sec.gov.
  The
    Cardiovascular Market
        Our
    Strategy
    
    Complete the clinical development of our late-stage clinical
    compounds.  We are currently focused on developing
    and obtaining regulatory approval for two late-stage product
    candidates: ambrisentan and darusentan.
    Develop sales and marketing capabilities.  We
    expect to retain significant commercial rights to our product
    candidates and plan to develop our own direct sales force
    focused on targeted geographic markets, including the United
    States. We also intend to establish co-promotion and licensing
    arrangements with larger pharmaceutical or biotechnology firms
    to address selected larger or foreign markets. We recently
    entered into a broad collaboration with GlaxoSmithKline in PAH
    to accelerate the development of our commercial capabilities.
    Discover and develop novel therapeutics for the treatment of
    cardiovascular diseases.  We will continue to
    focus our target and drug discovery research programs and our
    collaborations on discovering and developing disease-modifying
    therapeutics for cardiovascular disease. We entered into a
    research collaboration with Novartis to support these programs.
    Establish and build upon strategic
    collaborations.  We intend to continue to
    complement our internal capabilities by establishing and
    building upon collaborations with pharmaceutical and
    biotechnology companies, such as GlaxoSmithKline and Novartis,
    that improve our ability to move new compounds into the clinic
    and new products into the marketplace. 4




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
    Acquire additional product candidates.  We
    intend to pursue attractive development-stage compounds through
    acquisition or in-licensing. We believe our expertise in
    cardiovascular medicine and understanding of the biological
    pathways associated with cardiovascular disorders makes us an
    attractive partner for companies seeking to out-license or
    divest product candidates.  Our
    Product Portfolio
  ®
  Flolan®
    (epoprostenol sodium)
  ® ® ® ® ® ®
  Selective
    Oral Endothelin Receptor Antagonists: Ambrisentan and
    Darusentan
       5




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Ambrisentan
      ARIES-1,
    
    Improvement in exercise capacity that is significant, early in
    onset and durable;
    Significant improvement in time to clinical worsening;
    Comparable benefit in exercise capacity in patients with WHO
    functional class II and class III symptoms;
    An apparent survival benefit when compared with predicted
    survival based on the National Institutes of Health Registry
    formula;
    Effectiveness with once-daily dosing and the potential for dose
    flexibility;
    Low incidence and severity of liver function test abnormalities
    at all doses tested;
    Potential utility in resuming endothelin receptor antagonist
    (ERA) treatment in patients who have discontinued treatment with
    the alternative ERAs, bosentan or sitaxsentan, or both, due to
    liver function abnormalities; and
    No apparent drug-drug interactions with warfarin-type
    anticoagulants or sildenafil, a PDE-5 inhibitor.   6




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Phase 3
    Clinical Trials
  ARIES-1 & ARIES-1 ARIES-1 tm ARIES-1
        Phase 2
    Clinical Trials
    12-week
 7




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12-week 12-week Journal of the
    American College of Cardiology
  and/or 12-week 12-week
  Phase 1
    Drug  drug Interaction Studies
  and/or
  Long Term
    LFT Data
    Darusentan
   8




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Seventh Report of the Joint National Committee on
    Prevention, Detection, Evaluation and Treatment of High Blood
    Pressure
      Recent
    Phase 2b Clinical Trial of Darusentan
      Phase 3
    Clinical Development Program
  14-week
 9




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and/or
  
    DAR-311.  The primary objective of this
    Phase 3 randomized, double-blind, placebo-controlled
    parallel group trial is to determine if darusentan is effective
    in reducing systolic blood pressure in resistant hypertension
    patients currently treated with full doses of four or more
    antihypertensive medications, one of which is a diuretic.
    Patients are eligible for enrollment in this trial if they have
    a systolic blood pressure greater than or equal to 140 mmHg and
    no other compelling conditions. For patients with diabetes or
    chronic kidney disease, the blood pressure inclusion criterion
    is a systolic blood pressure greater than 130 mmHg.
    Approximately 352 patients will be randomized to one of
    three doses of darusentan (50, 100, or 300 mg qd) versus
    placebo in a ratio of 7:7:7:11. The treatment period for the
    trial is 14 weeks. The primary endpoint of the trial is
    change from baseline to week 14 in trough sitting systolic blood
    pressure as compared to placebo.
    DAR-312.  The primary objective of this
    Phase 3 randomized, double-blind, placebo-controlled trial
    is to determine if darusentan is effective in reducing systolic
    blood pressure in patients with resistant hypertension. Patients
    are eligible for enrollment in this trial if they have a
    systolic blood pressure greater than or equal to 140 mmHg
    despite treatment with full doses of three antihypertensive
    drugs, one of which is a diuretic, and no other compelling
    conditions. For patients with diabetes or chronic kidney
    disease, the blood pressure inclusion criterion is a systolic
    blood pressure greater than 130 mmHg. Approximately
    770 patients will be randomized to darusentan, active
    control (guanfacine, an antihypertensive drug that acts as a
    central alpha agonist) or placebo, in a 3:3:1 ratio. The
    treatment period for the trial is 14 weeks. The efficacy
    analysis of the trial is change from baseline to week 14 in
    trough sitting systolic blood pressure compared to placebo and
    then compared to the active control.  Prior
    Darusentan Hypertension Clinical Results
      Oral
    Enoximone and
    Perfan®
    I.V.
    ® ® ® page F-1.
 10




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®
  ® ® ® ® ®
    Discovery
    Research
        and/or
 11




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Drug
    Discovery Strategy
          and/or
  Sales and
    Marketing
  ® ®
  
    Build direct selling capability.  We believe
    that a small- to moderately- sized sales force will effectively
    reach the specialists and medical institutions that treat a
    significant percentage of patients with conditions such as PAH
    and resistant hypertension. We recently started to build a sales
    force in the United States to prepare for the marketing and
    distribution of
    Flolan®,
    which we expect to commence 12




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in the second quarter of 2006. We expect to increase the size of
    our sales force in the United States in 2007 to prepare for the
    launch of ambrisentan if it is ultimately approved.  
    Build an internal marketing and sales support
    organization.  Subsequent to the execution of our
    collaboration agreements with GlaxoSmithKline in March 2006, we
    started to build the necessary internal commercial organization
    to develop and implement product plans and support sales force
    activities in the United States. We do not expect to build a
    significant commercial organization outside of the United States
    in the near future.
    Establish partnership and co-promotion
    alliances.  We intend to enter into co-promotion
    and licensing arrangements with pharmaceutical or biotechnology
    firms when necessary to reach larger markets. For example, we
    sublicensed our rights to ambrisentan outside of the United
    States to GlaxoSmithKline and we may explore co-development,
    co-promotion and geographic licensing arrangements for
    darusentan in the future.  Licensing
    Agreements and Collaborations
       13




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® ® ® ® ® ®
  ® ® ® ® ®
   14




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15




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Intellectual
    Property and Market Exclusivity
  Ambrisentan,
    Darusentan and
    Flolan®
     16




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Other
    Intellectual Property
      Competition
    and/or
 17




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Ambrisentan
    and
    Flolan®
    ® ® ® ® ®
  twice-a-day
      Darusentan
      Manufacturing
   18




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®
  Governmental
    Regulation and Product Approval
      
    pre-clinical laboratory and animal tests;
    adequate and well-controlled human clinical trials to establish
    the safety and efficacy of the proposed drug for its intended
    use;
    submission to regulatory authorities of an application for
    commercial marketing approval;
    pre-approval inspection of manufacturing facilities and selected
    clinical investigators; and
    a thorough review by regulatory authorities and formal marketing
    approval or disapproval.    30-day
    
    Phase 1:  The drug is initially given to
    healthy human subjects or patients and tested for safety, dosage
    tolerance, absorption, metabolism, distribution and excretion. 19




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
    Phase 2:  Studies are conducted in a
    limited patient population to identify possible adverse effects
    and safety risks, to determine the efficacy of the product for
    specific targeted diseases and to determine dosage tolerance and
    optimal dosage. Multiple Phase 2 clinical trials may be
    conducted by the sponsor to obtain information prior to
    beginning larger and more expensive Phase 3 clinical
    trials. In some cases, a sponsor may decide to run what is
    referred to as a Phase 2b evaluation, which is
    a second, confirmatory Phase 2 trial that could, if
    positive, serve as a pivotal trial in the approval of a drug.
    Phase 3:  When Phase 2 evaluations
    demonstrate that a dosage range of the product candidate is
    effective and has an acceptable safety profile, Phase 3
    trials are undertaken to further evaluate dosage, to provide
    statistically significant evidence of clinical efficacy and to
    further test for safety in an expanded patient population at
    multiple clinical study sites.        and/or
   20




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and/or
          Employees
   21




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ITEM 1A.
    RISK
    FACTORS  Our business faces significant risks.  These risks
    include those described below and may include additional risks
    of which we are not currently aware or which we currently do not
    believe material. If any of the events or circumstances
    described in the following risks actually occurs, our business,
    financial condition or results of operations could be materially
    adversely affected and such events or circumstances could cause
    our actual results to differ materially from the results
    contemplated by the forward-looking statements contained in this
    report. These risks should be read in conjunction with the other
    information set forth in this report as well as in our current
    reports on
    Form 8-K.
  Risks
    Related to Our Business
  We are
    at an early stage of development as a company and we do not
    have, and may never have, any products that generate significant
    revenues.
    
    our product candidates may not prove to be safe and effective in
    clinical trials;
    we may not be able to obtain regulatory approvals for our
    product candidates, or approvals may take longer than
    anticipated, or approvals may be narrower than we seek;
    we may not have adequate financial or other resources to
    complete the development and commercialization of our product
    candidates; or
    any products that are approved may not be accepted in the
    marketplace.  ®
  We
    have a history of operating losses and we may never become
    profitable.
  ® ®
  If we
    fail to obtain additional financing, we may be unable to
    complete the development and commercialization of our product
    candidates or continue our research and development
    programs.
   22




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®
  
    seek collaborators for our product candidates at an earlier
    stage than otherwise would be desirable and on terms that are
    less favorable than might otherwise be available; and
    relinquish, license or otherwise dispose of rights to
    technologies, product candidates or products that we would
    otherwise seek to develop or commercialize ourselves on terms
    that are less favorable than might otherwise be available.  We may
    experience delays in our clinical development programs that
    could adversely affect our financial position and our commercial
    prospects.
  ARIES-1,
      ARIES-1
 23




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Adverse
    events in our clinical trials may force us to stop development
    of our product candidates or prevent regulatory approval of our
    product candidates.
    Our
    applications for regulatory approval could be delayed or denied
    due to problems with studies conducted before we in-licensed our
    product candidates.
    If our
    product candidates do not meet safety or efficacy endpoints in
    clinical evaluations, they will not receive regulatory approval
    and we will be unable to market them.
  ®
         24




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There
    can be no assurance that our Phase 3 clinical development
    program for darusentan will be acceptable to the FDA, EMEA or
    other similar agencies for regulatory approval of the
    compound.
  End-of-Phase 2
    Our
    Phase 3 clinical trial designs for darusentan differ from
    the design of our prior Phase 2b trial of
    darusentan.
       25




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Even
    if our products meet safety and efficacy endpoints in clinical
    trials, regulatory authorities may not approve them or we may
    face post-approval problems that require withdrawal of our
    products from the market.
    
    a product candidate may not be safe or effective;
    the risk profile of a product candidate (e.g., teratogenicity)
    may outweigh the potential or perceived benefits of the product
    candidate;
    the manufacturing processes or facilities we have selected may
    not meet the applicable requirements; and
    changes in their approval policies or adoption of new
    regulations may require additional work.        Abnormal
    liver function test results have been reported as complications
    in trials of ERAs.
    ERAs,
    including ambrisentan and darusentan, have demonstrated
    toxicity, including teratogenicity, in animals.
   26




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ERAs
    have been shown to increase peripheral edema and cardiovascular
    adverse events.
      If
    approved, our products may be subject to significant
    restrictions or we may be subject to stringent post-marketing
    commitments that could affect our ability to market our
    products.
   27




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®
    Market
    size and market acceptance of our product candidates is
    uncertain.
  and/or
     28




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Our
    attempts to distribute
    Flolan®
    or to increase future sales of
    Flolan®
    may be unsuccessful.
  ® ® ® ®
  If we
    become subject to product liability claims, the damages may
    exceed our insurance.
  ®
  ® ® ® ® ® PH/SSD
        
    decreased demand for our products and product candidates;
    negative publicity and injury to our reputation;
    withdrawal of clinical trial participants;
    costs of related litigation;
    substantial monetary awards to patients and others;
    loss of revenues; and
    the inability to commercialize our products and product
    candidates. 29




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If we
    are unable to develop adequate sales, marketing or distribution
    capabilities or enter into agreements with third parties to
    perform some of these functions, we will not be able to
    commercialize our products effectively.
  ® ® ® ®
  Since
    we will rely on third-party manufacturers, we may be unable to
    control the availability or cost of producing our
    products.
  ® ® ®
 30




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Our
    third-party manufacturers and their manufacturing facilities and
    processes are subject to regulatory review, which may delay or
    disrupt our development and commercialization
    efforts.
  ®
  Due to
    our reliance on contract research organizations and other third
    parties to conduct clinical trials, we are unable to directly
    control the timing, conduct and expense of our clinical
    trials.
    If we
    do not find development and commercialization collaborators for
    our product candidates, we may have to reduce or delay product
    development and commercialization and increase our
    expenditures.
  ®
   31




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
    collaborators may not pursue further development and
    commercialization of compounds resulting from collaborations or
    may elect to terminate or not to renew research and development
    or distribution programs;
    collaborators may delay, underfund or stop product development,
    including clinical trials or abandon a product candidate, repeat
    or conduct new clinical trials or require the development of a
    new formulation of a product candidate for clinical testing;
    a collaborator with marketing and distribution rights to one or
    more of our products may not commit enough resources to the
    marketing and distribution of our products, limiting our
    potential revenues from the commercialization of these
    products; and
    disputes may arise delaying or terminating the research,
    development or commercialization of our product candidates, or
    resulting in significant legal proceedings.  Even
    if we receive regulatory approval for our product candidates, we
    will be subject to ongoing regulatory obligations and
    review.
  ®
  Our
    success depends on retention of our President and Chief
    Executive Officer and other key personnel.
   32




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If our
    discovery research program is not successful, we may be unable
    to develop additional product candidates.
      Our
    operations may be impaired unless we can successfully manage our
    growth.
  ®
  If we
    engage in any acquisition, we will incur a variety of costs, and
    we may never realize the anticipated benefits of the
    acquisition.
   33




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Following
    the sublicense of
    Perfan®
    I.V., our operating losses have increased and will continue to
    increase.
  ® ® ® ® ® ® ® ® ® ® ®
  Our
    corporate compliance program cannot guarantee that we are in
    compliance with all potentially applicable
    regulations.
     34




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Our
    operations involve hazardous materials, and compliance with
    environmental laws and regulations is expensive.
    Changes
    in the economic, political, legal and business environments in
    foreign countries in which we do business could limit or disrupt
    our current and future international sales and
    operations.
  ®
  
    economic problems that disrupt foreign healthcare payment
    systems;
    the imposition of governmental controls, including price
    controls, and changes in regulatory requirements;
    less favorable intellectual property or other applicable laws;
    the inability to obtain any necessary foreign regulatory
    approvals of products in a timely manner, if at all;
    import and export license requirements;
    economic weakness, including inflation, or political instability
    in particular foreign economies and markets;
    business interruptions resulting from geo-political actions,
    including war and terrorism; 35




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
    difficulties complying with foreign tax, employment, immigration
    and labor laws and pharmaceutical regulations;
    unexpected changes in tariffs, trade barriers and regulatory
    requirements;
    difficulties in staffing and managing international
    operations; and
    slower collection experience outside the United States.  Currency
    fluctuations may negatively affect our financial
    condition.
    Risks
    Related to Our Industry
  Our
    competitors may develop and market drugs that are less
    expensive, more effective or safer than our product
    candidates.
  ®
  ® ® ® tm ® ® ®
   36




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Our
    products may face significant price pressures due to competition
    from similar products.
      The
    status of reimbursement from third-party payors for newly
    approved health care drugs is uncertain and failure to obtain
    adequate reimbursement could limit our ability to generate
    revenue.
    
    government and health administration authorities;
    private health insurers;
    managed care programs; and
    other third-party payors.    Health
    care reform measures could adversely affect our
    business.
     37




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Failure
    to obtain regulatory approval in international jurisdictions
    would prevent us from marketing our products
    abroad.
    Ambrisentans
    orphan drug designation may be challenged by competitors or
    withdrawn by the FDA or the EMEA.
     38




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10-year
  Changes
    in or interpretations of accounting rules and regulations,
    including recently enacted changes relating to the expensing of
    stock options, could result in unfavorable accounting charges or
    require us to change our compensation policies.
    SFAS No. 123(R), SFAS No. 123(R).
    Risks
    Related to Our Intellectual Property
  We
    rely on compounds and technology licensed from third parties and
    termination of any of those licenses would result in the loss of
    significant rights.
  ®
 39




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® ®
  If we
    are unable to protect our proprietary technology, we may not be
    able to compete effectively.
      
    we or the party from whom we licensed such patents might not
    have been the first to make the inventions covered by each of
    our pending patent applications and issued patents;
    we or the party from whom we licensed such patents might not
    have been the first to file patent applications for these
    inventions;
    others may independently develop similar or alternative
    technologies or duplicate any of our technologies;
    it is possible that none of our pending patent applications will
    result in issued patents;
    the claims of our issued patents may be unenforceable or
    narrower than as filed and not sufficiently broad to prevent
    third parties from circumventing them;
    we may not develop additional proprietary technologies or drug
    candidates that are patentable;
    our patent applications or patents may be subject to
    interference, opposition or similar administrative proceedings;
    any patents issued to us or our potential strategic partners may
    not provide a basis for commercially viable products or may be
    challenged by third parties in the course of litigation or
    administrative proceedings such as reexaminations or
    interferences; and
    the patents of others may have an adverse effect on our ability
    to do business.  ®
 40




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and/or
  and/or and/or
  We may
    be accused of infringing on the proprietary rights of third
    parties, which could impair our ability to successfully
    commercialize our product candidates.
    
    defending a lawsuit, which is very expensive and time consuming;
    defending against an interference proceeding in the United
    States Patent and Trademark Office, which also can be very
    expensive and time consuming;
    an adverse decision in a lawsuit or in an interference
    proceeding resulting in the loss of some or all of our rights to
    our intellectual property;
    paying a large sum for damages if we are found to be infringing;
    being prohibited from making, using, selling or offering for
    sale our product candidates or our products, if any, until we
    obtain a license from the patent holder. Such a license may not
    be granted to us on satisfactory terms, if at all, and even if
    we are granted a license, we may have to pay substantial
    royalties or grant cross-licenses to our patents; and 41




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
    redesigning the manufacturing methods or the use claims of our
    product candidates so that they do not infringe on the other
    partys patent in the event that we are unable to obtain a
    license, which, even if possible, could require substantial
    additional capital, could necessitate additional regulatory
    approval, and could delay commercialization.  Risks
    Related to Our Stock
  The
    market price of our common stock has been and may continue to be
    highly volatile.
    
    actual or anticipated results of our clinical trials;
    actual or anticipated regulatory approvals of our products or of
    competing products;
    changes in laws or regulations applicable to our products;
    changes in the expected or actual timing of our development
    programs;
    actual or anticipated variations in quarterly operating results;
    actual or anticipated sales of
    Flolan®;
    announcements of technological innovations by us, our
    collaborators or our competitors;
    new products or services introduced or announced by us or our
    competitors;
    changes in financial estimates or recommendations by securities
    analysts;
    conditions or trends in the biotechnology and pharmaceutical
    industries;
    changes in the market valuations of similar companies;
    announcements by us of significant acquisitions, strategic
    partnerships, joint ventures or capital commitments;
    additions or departures of key personnel;
    disputes or other developments relating to proprietary rights,
    including patents, litigation matters and our ability to obtain
    patent protection for our technologies;
    the loss of a collaborator, including GlaxoSmithKline or
    Novartis;
    developments concerning our collaborations;
    trading volume of our common stock;
    sales of our common stock by us; and
    sales or distributions of our common stock by our stockholders,
    including distributions by certain of our principal stockholders
    to their limited partners, who may in turn sell their shares.  class-action
 42




---



##### Table of Contents



Issuance
    of shares in connection with financing transactions or under
    stock plans and outstanding warrants will dilute current
    stockholders.
      Some
    provisions of our charter documents and Delaware law may have
    anti-takeover effects that could discourage, delay or prevent a
    change of control or management, even if such changes would be
    beneficial to our stockholders.
    
    authorizing the issuance of blank check preferred
    stock;
    limiting the removal of directors by the stockholders to removal
    for cause;
    prohibiting stockholder action by written consent, thereby
    requiring all stockholder actions to be taken at a meeting of
    our stockholders;
    eliminating the ability of stockholders to call a special
    meeting of stockholders; and
    establishing advance notice requirements for nominations for
    election to the Board of Directors or for proposing matters that
    can be acted upon at stockholder meetings.    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   43




---



##### Table of Contents



ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information and Holders
    Year Ended December 31,
    2005

High


LowFirst Quarter

$
9.00


$
6.54Second Quarter


7.94



6.43Third Quarter


24.71



7.05Fourth Quarter


32.41



18.22   Year Ended December 31,
    2004

High


LowFirst Quarter

$
18.40


$
10.50Second Quarter


13.20



7.49Third Quarter


8.21



5.40Fourth Quarter


9.21



7.15     Dividends
   44




---



##### Table of Contents



Equity
    Compensation Plan Information
    (c)Number of Securities(b)


Remaining Available(a)


Weighted-Average


for Future IssuanceNumber of Securities


Exercise Price of


Under Equityto be Issued Upon


Outstanding


Compensation PlansExercise of


Options,


(ExcludingOutstanding Options,


Warrants and


Securities ReflectedPlan Category

Warrants and Rights


Rights(3)


in Column (a))Equity compensation plans approved
    by security holders(1) (2)


3,517,745


$
5.49



1,275,569Equity compensation plans not
    approved by security holders


None







NoneTotal


3,517,745


$
5.49



1, 275,569     (1)
    
    As of December 31, 2005, 4,793,314 shares were
    authorized and unissued under our 2003 Equity Incentive Plan. On
    January 1 of each year during the term of our 2003 Equity
    Incentive Plan, beginning on January 1, 2004 through and
    including January 1, 2013, the number of shares in the
    reserve automatically will be increased by the lesser of 5%
    percent of our then-outstanding shares on a fully-diluted basis,
    or 2,500,000 shares of common stock subject to the ability
    of our board of directors to prevent or reduce such increase. On
    January 1, 2006, the share reserve of our 2003 Equity
    Incentive Plan was increased by 2,098,129 shares.(2)
    
    As of December 31, 2005, 250,000 shares were reserved
    for issuance under our 2003 Employee Stock Purchase Plan. On
    January 1 of each year during the term of our 2003 Employee
    Stock Purchase Plan, beginning on January 1, 2004 through
    and including January 1, 2013, the number of shares in the
    reserve automatically will be increased by the lesser of 1.25%
    percent of our then-outstanding shares on a fully-diluted basis,
    or 500,000 shares of common stock, subject to the ability
    of our board of directors to prevent or reduce such increase. As
    a result of board action, the share reserve of our 2003 Employee
    Stock Purchase Plan was increased by 250,000 shares as of
    January 1, 2006.(3)
    
    Column (b) does not include the shares issued or available
    for issuance under our 2003 Employee Stock Purchase Plan.  Use of
    Proceeds from Sales of Registered Securities
  Form S-1 No. 333-108301)
     45




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##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA    Cumulative Periodfrom June 10, 1996,(Date of Inception)ThroughYears Ended
    December 31,


December 31,2005


2004


2003


2002


2001


2005(In thousands, except share and
    per share data)Statement of Operations
    Data:Revenues  research
    and development contracts

$
6,963


$
6,606


$
1,010


$



$



$
14,579Costs and expenses:Research and development(1)


52,602



54,124



37,365



24,950



15,288



195,445Selling, general and
    administrative(1)


13,141



8,358



3,683



3,857



2,728



36,926Stock-based compensation


8,887



3,948



4,192



681



38



17,76074,630



66,430



45,240



29,488



18,054



250,131Loss from operations


(67,667
)


(59,824
)


(44,230
)


(29,488
)


(18,054
)


(235,552
)Interest income (expense), net


3,661



821



(136
)


786



659



6,882Loss from continuing operations


(64,006
)


(59,003
)


(44,366
)


(28,702
)


(17,395
)


(228,670
)Discontinued operations, net of
    income taxes(3)


982



1,318



1,218



654



281



4,564Net loss


(63,024
)


(57,685
)


(43,148
)


(28,048
)


(17,114
)


(224,106
)Accretion of mandatorily redeemable
    convertible preferred stock










(13,187
)


(14,684
)


(607
)


(32,500
)Dividend related to beneficial
    conversion feature of preferred stock(2)










(39,935
)










(39,935
)Net loss attributable to common
    stockholders

$
(63,024
)

$
(57,685
)

$
(96,270
)

$
(42,731
)

$
(17,721
)

$
(296,541
)Basic and diluted net loss per
    common share attributable to common stockholders:Continuing operations

$
(1.71
)

$
(2.05
)

$
(18.01
)

$
(43.24
)

$
(20.11
)Discontinued operations, net of
    income taxes


0.03



0.05



0.22



0.65



0.31$
(1.68
)

$
(2.00
)

$
(17.79
)

$
(42.59
)

$
(19.80
)Weighted-average shares used in
    computing basic and diluted net loss per share(4)


37,416,368



28,839,076



5,411,891



1,003,426



894,865   46




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##### Table of Contents



As of
    December 31,2005


2004


2003


2002


2001(In thousands)Balance Sheet Data:Cash, cash equivalents and
    investments

$
182,317


$
119,000


$
113,720


$
33,451


$
55,801Working capital from continuing
    operations


165,064



104,905



105,270



29,866



53,955Total assets


189,007



125,603



121,273



38,144



58,541Long-term obligations


1,875



1,902



5,064



3,740



33Mandatorily redeemable convertible
    preferred stock(2)














106,566



91,917Common stock


42



36



26



1



1Deficit accumulated during the
    development stage


(239,186
)


(176,162
)


(118,477
)


(75,329
)


(35,408
)Total stockholders
    equity/(deficit)


172,224



107,314



103,922



(76,829
)


(35,569
)     (1)
    
    For the years ended December 31, 2005, 2004 and 2003,
    research and development and selling, general and administrative
    expenses exclude stock-based compensation of $4,111 and $4,776,
    $1,971 and $1,977, and $2,373 and $1,819, respectively. For the
    cumulative period from June 10, 1996 (Inception) to
    December 31, 2005, research and development and selling,
    general and administrative expenses exclude stock-based
    compensation of $8,938 and $8,822, respectively.(2)
    
    During the year ended December 31, 2003, we raised
    $39.9 million through the sale of additional shares of
    Series D preferred stock in August and upon the completion
    of our initial public offering in November, all of the
    outstanding Series A, C and D mandatorily redeemable
    convertible preferred stock was converted into approximately
    19.4 million shares of common stock. We recorded a non-cash
    beneficial conversion charge of $39.9 million in 2003,
    which is calculated as the difference between the Series D
    preferred stock offering price and the estimated fair value of
    the Series D preferred stock, limited to the amount of the
    proceeds from the sale of the Series D preferred stock.(3)
    
    Discontinued operations, net of income taxes relates to the
    consolidated income and expenses associated with the operations
    related to the sale of Myogen GmbH and the sub-licensing of
    Perfan
    I.V.®,
    which met the criteria for such treatment as of
    December 31, 2005 and accordingly, all periods have been
    restated. The sale of Myogen GmbH and the sub-license of the
    non-United States and Canada Perfan rights was completed in
    January 2006.(4)
    
    The weighted average shares used in computing basic and diluted
    net loss per share is calculated based on the weighted-average
    number of common shares outstanding during the year and excludes
    all dilutive potential common stock, including options,
    mandatorily redeemable convertible preferred stock, convertible
    preferred stock, common stock subject to repurchase and
    warrants. In November 2003, we sold 5.75 million shares of
    common stock for net proceeds of $73.3 million in our
    initial public offering. Concurrently, we issued approximately
    19.6 million shares of common stock upon the conversion of
    all of the outstanding shares of Series A, B, C and D
    preferred stock. Accordingly, this resulted in the increase in
    the weighted average common shares outstanding for the year
    ended December 31, 2003.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Overview
   47




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##### Table of Contents



®
    Flolan®
    (epoprostenol sodium)
  ® ® ® ® ® ®
  Selective
    Oral Endothelin Receptor Antagonists: Ambrisentan and
    Darusentan
   48




---



##### Table of Contents



Ambrisentan
    ARIES-1 & ARIES-1 ARIES-1 tm ARIES-1
     49




---



##### Table of Contents



Darusentan
    Seventh Report of the Joint National Committee on
    Prevention, Detection, Evaluation and Treatment of High Blood
    Pressure
        14-week and/or
 50




---



##### Table of Contents




    DAR-311.  The primary objective of this
    Phase 3 randomized, double-blind, placebo-controlled
    parallel group trial is to determine if darusentan is effective
    in reducing systolic blood pressure in resistant hypertension
    patients currently treated with full doses of four or more
    antihypertensive medications, one of which is a diuretic.
    Patients are eligible for enrollment in this trial if they have
    a systolic blood pressure greater than or equal to 140 mmHg and
    no other compelling conditions. For patients with diabetes or
    chronic kidney disease, the blood pressure inclusion criterion
    is a systolic blood pressure greater than 130 mmHg.
    Approximately 352 patients will be randomized to one of
    three doses of darusentan (50, 100, or 300 mg qd) versus
    placebo in a ratio of 7:7:7:11. The treatment period for the
    trial is 14 weeks. The primary endpoint of the trial is
    change from baseline to week 14 in trough sitting systolic blood
    pressure as compared to placebo.
    DAR-312.  The primary objective of this
    Phase 3 randomized, double-blind, placebo-controlled trial
    is to determine if darusentan is effective in reducing systolic
    blood pressure in patients with resistant hypertension. Patients
    are eligible for enrollment in this trial if they have a
    systolic blood pressure greater than or equal to 140 mmHg
    despite treatment with full doses of three antihypertensive
    drugs, one of which is a diuretic, and no other compelling
    conditions. For patients with diabetes or chronic kidney
    disease, the blood pressure inclusion criterion is a systolic
    blood pressure greater than 130 mmHg. Approximately
    770 patients will be randomized to darusentan, active
    control (guanfacine, an antihypertensive drug that acts as a
    central alpha agonist) or placebo, in a 3:3:1 ratio. The
    treatment period for the trial is 14 weeks. The efficacy
    analysis of the trial is change from baseline to week 14 in
    trough sitting systolic blood pressure compared to placebo and
    then compared to the active control.  Discovery
    Research Program
      ESSENTIAL
    Trial Results
    Discontinued
    Operations  Sale of Myogen GmbH
  ®
 51




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##### Table of Contents



® ®
  ® ® ® ®
  ® ®
    Results
    of Operations
  Years
    Ended December 31, 2005, 2004 and 2003
  Revenues
  Years Ended
    December 31,2005


2004


2003(In thousands)Revenues  research
    and development contracts

$
6,963


$
6,606


$
1,010   Research
    and development contracts revenue
     52




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##### Table of Contents



Costs
    and Expenses
  Years Ended
    December 31,2005


2004


2003(In thousands)Costs and expenses:Research and development
    (excluding stock-based compensation)

$
52,602


$
54,124


$
37,365Selling, general and
    administrative (excluding stock-based compensation expense)


13,141



8,358



3,683Stock-based compensation


8,887



3,948



4,192$
74,630


$
66,430


$
45,240   Research
    and Development
    Years Ended
    December 31,2005


2004


2003(In thousands)DevelopmentEnoximone capsules

$
18,902


$
26,757


$
19,718Ambrisentan


21,150



16,255



7,962Darusentan


5,329



4,250



149Total development


45,381



47,262



27,829License feesEnoximone










Ambrisentan






1,500



1,000Darusentan










5,000Other


106



117



188Total license fees


106



1,617



6,188Discovery research


7,115



5,245



3,348Total research and development

$
52,602


$
54,124


$
37,365       
    $5.5 million increase in clinical investigator site
    payments and external contract costs associated with clinical
    monitoring and program management efforts as a result of higher
    patient enrollment and ongoing patient progress in the ESSENTIAL
    trials;
    $765,000 increase in external contract costs associated with
    clinical monitoring, clinical trial materials, consulting and
    program management efforts related to other enoximone trials;
    $470,000 increase related to enoximone raw material costs
    expensed for expected use in manufacturing development and
    analytical testing;
    $330,000 increase in costs associated with stability and release
    testing; and 53




---



##### Table of Contents




    $1.1 million increase in the internal costs associated with
    the management of the enoximone trials primarily due to an
    increase in the number of employees.        
    $2.0 million increase in expenses due to the progress of
    our two Phase 3 ARIES trials and the related extension
    study, which were initiated in January 2004;
    $1.7 million increase related to the initiation in 2005 of
    several Phase 1 ambrisentan studies; and
    $1.3 million increase in internal expenses associated with
    the management of the ambrisentan trials, primarily due to an
    increase in the number of employees.    
    $7.7 million increase in expenses due to the progress of
    our two Phase 3 ARIES trials and the related extension
    study, which were initiated in January 2004;
    $2.4 million increase in expenses related to work on
    developing the commercial manufacturing process for ambrisentan;
    $130,000 increase in expenses due to the extension study
    associated with our Phase 2 PAH trial; and
    $910,000 increase in internal expenses associated with the
    management of the ambrisentan trials, primarily due to an
    increase in the number of employees.        
    $1.2 million increase in expenses due to costs to prepare
    for the expected initiation of Phase 3 clinical trials of
    darusentan; and
    $570,000 million increase in internal expenses associated
    with the management of the darusentan trials, primarily due to
    an increase in the number of employees.      
    $3.2 million in expenses incurred from activities related
    to our Phase 2b clinical trial of darusentan in resistant
    systolic hypertension;
    $220,000 in consulting costs;
    $130,000 in expenses related to analytical and regulatory
    work; and
    $375,000 in internal expenses associated with the management of
    the darusentan trials primarily due to an increase in the number
    of employees. 54




---



##### Table of Contents



Selling,
    General and Administrative
    
    $1.8 million increase in market research costs;
    $1.1 million related to increased staffing and related
    recruiting costs;
    $625,000 million increase in insurance and professional
    service costs; and
    $600,000 increase in conferences and consulting costs.    
    $1.6 million increase in insurance and professional service
    costs related to being a public company for the full year,
    including costs related to compliance with the Sarbanes-Oxley
    Act;
    $1.2 million related to increased staffing and related
    recruiting costs;
    $780,000 increase in market research costs;
    $410,000 increase related to facility and office maintenance
    costs related to increased space and staffing; and
    $215,000 increase in conferences and consulting costs.  ®
  Stock-Based
    Compensation
    Year Ended
    December 31,2005


2004


2003(In thousands)Research and development

$
4,111


$
1,971


$
2,373Selling, general and administrative


4,776



1,977



1,819$
8,887


$
3,948


$
4,192    55




---



##### Table of Contents



Interest
    Income/(Expense), Net
    Discontinued
    Operations
  ®
    Year Ended
    December 31,2005


2004


2003(In thousands)Product sales

$
3,162


$
3,318


$
2,846Operating expenses


(2,155
)


(1,978
)


(1,589
)Income taxes


(25
)


(22
)


(39
)$
982


$
1,318


$
1,218   Accretion
    of Mandatorily Redeemable Convertible Preferred
    Stock
    Deemed
    Dividend
   56




---



##### Table of Contents



No. 98-5, Accounting for Convertible Securities with Beneficial
    Conversion Features or Contingently Adjustable Conversion
    Ratios.
  Liquidity
    and Capital Resources
           57




---



##### Table of Contents



36-month
      Obligations
    and Commitments
    Payments Due by PeriodLess Than


One to


Four to


After FiveContractual
    Obligations

Total


One Year


Three Years


Five Years


Years(In thousands)Notes payable(1)

$
172


$
172


$



$



$
Capital lease obligations(2)


160



84



67



9



Operating leases(3)


1,079



376



703







Total contractual obligations

$
1,411


$
632


$
770


$
9


$
     (1)
    
    Amounts are equal to the annual maturities of our long-term debt
    outstanding as of December 31, 2005. Our notes payable was
    paid in full in January 2006. 58




---



##### Table of Contents



(2)
    
    Amounts represent principal payments due under various capital
    lease obligations as of December 31, 2005. These
    arrangements expire in various years through 2010.(3)
    
    These commitments are associated with contracts that expire
    October 31, 2008. Payments due reflect fixed rent expense.    Net
    Operating Loss and Tax Credit Carryforwards
    Critical
    Accounting Policies and the Use of Estimates
      
    revenue recognition;
    accounting for research and development expenses;
    estimating the value of our equity instruments for use in
    deferred stock-based compensation calculations; and
    accounting for income taxes.  Revenue
    Recognition.
  Revenue Recognition in Financial
    Statements No. 00-21, Revenue Arrangements with Multiple Deliverables, EITF 00-21.
  Product Sales.
 59




---



##### Table of Contents



Research and development contracts. EITF 00-21.
        Accounting for research and development
    expenses.
 60




---



##### Table of Contents



F-1.
  Valuation of equity instruments. Accounting for
    Stock Appreciation Rights and Other Variable Stock Option or
    Award Plans, an Interpretation of APB Opinions No. 15 and
    25
  Accounting for income taxes.
  Recent
    Accounting Pronouncements
     61




---



##### Table of Contents



FAS 123(R), FAS 123(R)
  SFAS 123(R) Accounting for Stock Appreciation
    Rights and Other Variable Stock Option or Award Plans
 62




---



##### Table of Contents



SFAS No. 154, Accounting Changes and Error
    Corrections  A Replacement of APB Opinion
    No. 20 and FASB Statement No. 3.
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ON MARKET RISK      available-for-sale
   63




---



##### Table of Contents



Unrealized


Unrealized


Average RateAmortized


Aggregate


Holding


Holding


of ReturnSecurity Type

Cost Basis


Fair Value


Gains


Losses


(Annualized)(In thousands, except average
    rate of Return)December 31,
    2005Government securities

$
21,015


$
20,962


$



$
(53
)


4.19
%Corporate debt securities


14,345



14,309







(36
)


5.25
%Asset-backed securities


6,985



6,969



1



(17
)


4.07
%Commercial paper


1,691



1,697



6







4.16
%Total investments

$
44,036


$
43,937


$
7


$
(106
)December 31,
    2004Government securities

$
27,729


$
27,677


$



$
(52
)


2.23
%Corporate debt securities


17,395



17,371







(24
)


2.25
%Asset-backed securities


3,295



3,283







(12
)


2.06
%Total investments

$
48,419


$
48,331


$



$
(88
)     ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  page F-1.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE  Previous
    independent registered public accounting firm
    Regulation S-K).
 64




---



##### Table of Contents



New
    independent registered public accounting firm
    Regulation S-K.
  ITEM 9A.
    CONTROLS
    AND PROCEDURES  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f).
  Internal
    Control  Integrated Framework Internal Control  Integrated Framework,
    Report of
    Independent Registered Public Accounting Firm
       65




---



##### Table of Contents



No
    Changes in Internal Control over Financial Reporting
   ITEM 9B.  OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANT   66




---



##### Table of Contents



http://www.myogen.com
     80021-5426
 (303) 410-6666
    ITEM 11.
    EXECUTIVE
    COMPENSATION    ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS    ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   67




---



##### Table of Contents

PART IV

|         |                                            
|-------- | -------------------------------------------
|ITEM 15. | EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES















|                                                                         |  |                    |      | 
|------------------------------------------------------------------------ |  | ------------------ | ---- | 
|                                                                         |  | Page Number in    
|                                                                         |  | this
    Form 10-K
|                                                                        
|Reports of
    Independent Registered Public Accounting Firms            |  |                    | F-2  | 
|Consolidated
    Balance Sheets                                          |  |                    | F-4  | 
|Consolidated
    Statements of Operations                                |  |                    | F-5  | 
|Consolidated
    Statements of Changes in Stockholders Equity/(Deficit) |  |                    | F-6  | 
|Consolidated
    Statements of Cash Flows                                |  |                    | F-12 | 
|Notes to
    Consolidated Financial Statements                           |  |                    | F-13 | 

















|           |    |                     |  |                                                                                                                                                                                                    |  |       |  |           |  |          |    |     |  | 
|---------- | -- | ------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | --------- |  | -------- | -- | --- |  | 
|           |    |                     |  | Incorporated by
    Reference**                                                                                                                                                                    |  | Filed
|Exhibit No |    | Exhibit Description |  | Form                                                                                                                                                                                               |  | Date  |  | Number    |  | Herewith
|          
|           | 3  | .1                  |  | Restated Certificate of
    Incorporation.                                                                                                                                                         |  | S-1/A |  | 10/1/2003 |  |          | 3  | .4  |  | 
|           | 3  | .2                  |  | Amended and Restated Bylaws.                                                                                                                                                                       |  | S-1/A |  | 10/1/2003 |  |          | 3  | .5  |  | 
|           | 4  | .1                  |  | Specimen Stock Certificate. 2003
    Equity Incentive Plan of the Company, Form of Grant Notice and
    Form of.                                                                                   |  | S-1/A |  | 10/1/2003 |  |          | 4  | .2  |  | 
|           | 10 | .1(1)               |  | Stock Option Agreement.                                                                                                                                                                            |  | S-1/A |  | 10/1/2003 |  |          | 10 | .1  |  | 
|           | 10 | .2(1)               |  | 2003 Employee Stock Purchase Plan
    of the Company.                                                                                                                                              |  | S-1/A |  | 10/1/2003 |  |          | 10 | .2  |  | 
|           | 10 | .3(1)               |  | Form of Employment Agreement
    entered into between Myogen and certain of its executives,
    including reference schedule.                                                                      |  | 10-K  |  | 3/15/2005 |  |          | 10 | .10 |  | 
|           | 10 | .4                  |  | Form of Indemnification Agreement
    entered into by each of Myogens Executive Officers and
    Directors.                                                                                       |  | S-1   |  | 8/28/2003 |  |          | 10 | .11 |  | 
|           | 10 | .5                  |  | Lease Agreement between the
    Company and Church Ranch Business Center, LLC, dated
    January 1, 2002.                                                                                          |  | S-1   |  | 8/28/2003 |  |          | 10 | .12 |  | 
|           | 10 | .6=                 |  | License Agreement between Aventis
    Pharmaceuticals, Inc. (formerly Hoechst Marion Roussel, Inc.)
    and the Company, dated October 1, 1998, as amended
    November 23, 1999 and June 2, 2003. |  | S-1   |  | 8/28/2003 |  |          | 10 | .17 |  | 
|           | 10 | .7=                 |  | License Agreement between Abbott
    Deutschland Holding GmbH and the Company, dated October 8,
    2001.                                                                                          |  | S-1   |  | 8/28/2003 |  |          | 10 | .18 |  | 
|           | 10 | .8=                 |  | Intellectual Property License
    Agreement between the University Technology Corporation and the
    Company, dated September 1, 1998, as amended
    January 26, 2001 and November 12, 2002.     |  | S-1   |  | 8/28/2003 |  |          | 10 | .19 |  | 
|           | 10 | .9=                 |  | Materials Transfer Agreement
    between the Regents of the University of Colorado and the
    Company, dated September 4, 1998, as amended
    January 4, 2001.                                   |  | S-1   |  | 8/28/2003 |  |          | 10 | .20 |  | 

68



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|           |    |                     |  |                                                                                                                                                                                                                                                     |  |       |  |           |  |          |    |     |  | 
|---------- | -- | ------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | --------- |  | -------- | -- | --- |  | 
|           |    |                     |  | Incorporated by
    Reference**                                                                                                                                                                                                                     |  | Filed
|Exhibit No |    | Exhibit Description |  | Form                                                                                                                                                                                                                                                |  | Date  |  | Number    |  | Herewith
|          
|           | 10 | .10=                |  | Patent and Technology License
    Agreement between the Board of Regents of The University Of
    Texas System and the Company, dated December 1, 1999, as
    amended July 7, 2000 and December 20, 2001.                                          |  | S-1   |  | 8/28/2003 |  |          | 10 | .21 |  | 
|           | 10 | .11=                |  | Exclusive Patent And Technology
    License Agreement between the Board of Regents of The University
    of Texas System and the Company, dated January 1, 2002.                                                                                    |  | S-1   |  | 8/28/2003 |  |          | 10 | .22 |  | 
|           | 10 | .12=                |  | License Agreement between Abbott
    Laboratories and the Company, dated June 30, 2003.                                                                                                                                                             |  | S-1   |  | 8/28/2003 |  |          | 10 | .23 |  | 
|           | 10 | .13=                |  | Collaboration and Option Agreement
    between Novartis Institutes for Bio Medical Research, Inc. and
    the Company dated October 8, 2003.                                                                                                        |  | S-1/A |  | 10/9/2003 |  |          | 10 | .24 |  | 
|           | 10 | .14=                |  | Form of License, Development and
    Commercialization Agreement between Novartis Institutes for
    BioMedical Research, Inc. and the Company.                                                                                                     |  | S-1/A |  | 10/9/2003 |  |          | 10 | .25 |  | 
|           | 10 | .15=                |  | Materials Transfer Agreement
    between the Regents of the University of Colorado and the
    Company, dated September 12, 2003.                                                                                                                   |  | S-1/A |  | 10/9/2003 |  |          | 10 | .26 |  | 
|           | 10 | .16                 |  | Indemnification Agreement between
    Kirk K. Calhoun and the Company, dated as of January 16,
    2004.                                                                                                                                            |  | 10-K  |  | 3/1/2004  |  |          | 10 | .27 |  | 
|           | 10 | .17                 |  | First Amendment to Lease Agreement
    between Sevo Miller, Inc., as receiver on behalf of Church Ranch
    Business Center, LLC, and the Company, dated December 2,
    2003.                                                                      |  | 10-K  |  | 3/1/2004  |  |          | 10 | .28 |  | 
|           | 10 | .18=                |  | Third Amendment to Intellectual
    Property License Agreement between University License Equity
    Holdings, Inc. and the Company, dated November 24, 2003.                                                                                       |  | 10-K  |  | 3/1/2004  |  |          | 10 | .29 |  | 
|           | 10 | .19=                |  | Amendment No. 3 to Patent and
    Technology License Agreement between the Board of Regents of the
    University of Texas System and the Company, dated
    November 6, 2003.                                                                      |  | 10-K  |  | 3/1/2004  |  |          | 10 | .30 |  | 
|           | 10 | .20=                |  | Amendment No. 1 to Patent and
    Technology License Agreement between the Board of Regents of the
    University of Texas System and the Company, dated as of
    February 10, 2004.                                                               |  | 10-K  |  | 3/1/2004  |  |          | 10 | .31 |  | 
|           | 10 | .21=                |  | Patent License Agreement between
    the University of Texas System, the University of North Texas
    Health Science Center at Fort Worth and the Company, dated
    January 13, 2000.                                                             |  | 10-K  |  | 3/1/2004  |  |          | 10 | .32 |  | 
|           | 10 | .22(1)              |  | 2003 Employee Stock Purchase
    Plan  August 1, 2004 Offering.                                                                                                                                                                                    |  | 10-Q  |  | 8/9/2004  |  |          | 10 | .33 |  | 
|           | 10 | .23                 |  | Securities Purchase Agreement,
    dated September 24, 2004, by and among the Company and the
    investors named therein.                                                                                                                          |  | 8-K   |  | 9/29/2004 |  |          | 10 | .34 |  | 
|           | 10 | .24                 |  | Second Amendment to Lease
    Agreement between LaSalle Bank, N .A. (formerly known as LaSalle
    National Bank), as Trustee for the Certificate holders Under the
    Pooling and Servicing Agreement, and the Company, dated
    April 15, 2004. |  | 8-K   |  | 10/1/2004 |  |          | 10 | .35 |  | 
|           | 10 | .25                 |  | Third Amendment to Lease Agreement
    between Scott Kaufman and the Company, dated September 30,
    2004.                                                                                                                                         |  | 8-K   |  | 10/1/2004 |  |          | 10 | .36 |  | 

69



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|           |    |                     |  |                                                                                                                                                   |  |       |  |           |  |          |    |     |  |  
|---------- | -- | ------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | --------- |  | -------- | -- | --- |  | -
|           |    |                     |  | Incorporated by
    Reference**                                                                                                                   |  | Filed
|Exhibit No |    | Exhibit Description |  | Form                                                                                                                                              |  | Date  |  | Number    |  | Herewith
|          
|           | 10 | .26+                |  | Third Amendment to the License
    Agreement by and between Aventis Pharmaceuticals, Inc. and
    Myogen, dated January 27, 2005.                 |  | 10-K  |  | 3/15/2005 |  |          | 10 | .37 |  |  
|           | 10 | .27(1)              |  | 2003 Employee Stock Purchase
    Plan  February 1, 2005 Offering.                                                                                |  | 10-K  |  | 3/15/2004 |  |          | 10 | .38 |  |  
|           | 10 | .28(1)              |  | 2004 and 2005 Discretionary Bonus
    Program.                                                                                                    |  | 8-K   |  | 3/9/2005  |  |          | 10 | .39 |  |  
|           | 10 | .29+                |  | Amendment to Collaboration and
    Option Agreement between Myogen and Novartis Institutes for
    BioMedical Research, Inc., dated May 23, 2005. |  | 8-K   |  | 5/26/2005 |  |          | 10 | .40 |  |  
|           | 10 | .30+                |  | Form of License, Development and
    Commercialization Agreement between Myogen and Novartis
    Institutes for BioMedical Research, Inc.         |  | 8-K   |  | 5/26/2005 |  |          | 10 | .41 |  |  
|           | 10 | .31                 |  | 2005 and 2006 Discretionary Bonus
    Program.                                                                                                    |  | 8-K   |  | 2/27/2006 |  |          |   |     |  |  
|           | 10 | .32                 |  | Sale and Sublicense Agreement by
    and among Myogen, Wülfing Holding GmbH, Wülfing Pharma
    GmbH and Myogen GmbH, dated January 27, 2006.     |  |       |  |           |  |          |    |     |  | x
|           | 10 | .33                 |  | Stock Purchase Agreement by and
    among Wülfing Holding GmbH, Wülfing Pharma GmbH and
    Myogen.                                               |  |       |  |           |  |          |    |     |  | x
|           | 16 | .1                  |  | Letter from PricewaterhouseCoopers
    LLC to the SEC.                                                                                            |  | 8-K   |  | 3/23/2005 |  |          | 16 | .1  |  |  
|           | 23 | .1                  |  | Consent of Ernst & Young
    LLP, Independent Registered Public Accounting Firm.                                                                  |  |       |  |           |  |          |    |     |  | x
|           | 23 | .2                  |  | Consent of PricewaterhouseCoopers
    LLP, Independent Registered Public Accounting Firm.                                                         |  |       |  |           |  |          |    |     |  | x
|           | 24 | .1                  |  | Powers of Attorney. Reference B
    made to page. 65                                                                                              |  |       |  |           |  |          |    |     |  | x
|           | 31 | .1 C                |  | Certification of principal
    executive officer required by
    Rule 13a-14(a).                                                                  |  |       |  |           |  |          |    |     |  | x
|           | 31 | .2 C                |  | Certification of principal
    financial officer required by
    Rule 13a-14(a).                                                                  |  |       |  |           |  |          |    |     |  | x
|           | 32 | .1#                 |  | Section 1350 Certification.                                                                                                                       |  |       |  |           |  |          |    |     |  | x









|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Indicates Management Contract or Compensatory Plan or
    Arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|=   |  | We have been granted confidential treatment with respect to the
    omitted portions of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|+   |  | We have applied for confidential treatment with respect to
    portions of this agreement. Omitted
    portions have been filed separately with the Securities and
    Exchange Commission.                                                                                                                                                                                                                                                                                                                            
|   
|#   |  | The certifications attached as Exhibit 32.1 that accompany
    this Annual Report on
    Form 10-K
    are not deemed filed with the Securities and Exchange Commission
    and are not to be incorporated by reference into any filing of
    Myogen, Inc. under the Securities Act of 1933, as amended, or
    the Securities Exchange Act of 1934, as amended, whether made
    before or after the date of this Form
    10-K,
    irrespective of any general incorporation language contained in
    such filing.

70



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SIGNATURES
      By
    /s/  J. William Freytag   President Chief Executive Officer
    POWER OF
    ATTORNEY
  attorneys-in-fact Form 10-K, attorneys-in-fact attorneys-in-fact
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, as amended, this
    Form 10-K
    has been signed by the following persons on behalf of the
    Registrant on March 10, 2006, and in the capacities
    indicated:
  Name

Title

Date/s/  J. William
    FreytagJ.
    William Freytag

President, Chief Executive Officer
    and
    Chairman (Principal Executive Officer)

March 10, 2006/s/  Joseph L. TurnerJoseph
    L. Turner

Senior Vice President, Finance and
    Chief Financial Officer, Treasurer and
    Assistant Secretary (Principal Financial
    and Accounting Officer)

March 10, 2006/s/  Michael R.
    BristowMichael
    R. Bristow

Director

March 10, 2006/s/  Kirk K. CalhounKirk
    K. Calhoun

Director

March 10, 2006/s/  Jerry T. JacksonJerry
    T. Jackson

Director

March 10, 2006 71




---



##### Table of Contents



Name

Title

Date/s/  Daniel J.
    MitchellDaniel
    J. Mitchell

Director

March 10, 2006/s/  Arnold L.
    OronskyArnold
    L. Oronsky

Director

March 10, 2006/s/  Judith A.
    HembergerJudith
    A. Hemberger

Director

March 10, 2006/s/  Sigrid Van
    BladelSigrid
    Van Bladel

Director

March 10, 2006/s/  Michael J.
    ValentinoMichael
    J. Valentino

Director

March 10, 2006  72




---



##### Table of Contents



Myogen,
    Inc.
   Index to Consolidated Financial Statements
  Reports of
    Independent Registered Public Accounting Firms


F-2Consolidated
    Balance Sheets


F-4Consolidated
    Statements of Operations


F-5Consolidated
    Statements of Changes in Stockholders Equity/(Deficit)


F-6Consolidated
    Statements of Cash Flows


F-12Notes to
    Consolidated Financial Statements


F-13  F-1




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm                F-2




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           F-3




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
  CONSOLIDATED BALANCE SHEETS
  December 31,2005


2004(In thousands,except share data)ASSETSCurrent assets:Cash and cash equivalents

$
138,380


$
70,669Short-term investments


38,575



48,331Research and development contract
    amounts due within one year






300Prepaid expenses, accrued interest
    receivable and other current assets


2,752



1,772Assets of discontinued operations


1,289



2,052Total current assets


180,996



123,124Long-term investments


5,362



Property and equipment, net


2,622



2,452Other assets


27



27Total assets

$
189,007


$
125,603LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
10,345


$
10,510Accrued liabilities


2,797



1,893Current portion of deferred revenue


1,187



1,823Current portion of other
    liabilities


142



119Current portion of notes payable,
    net of discount


172



1,822Liabilities of discontinued
    operations


264



220Total current liabilities


14,907



16,387Deferred revenue, net of current
    portion


1,656



1,399Other long term liabilities, net
    of current portion


220



331Notes payable, net of current
    portion and discount






172Commitments and contingencies (see
    Note 8 and Note 13)Stockholders equity:Preferred Stock, $0.001 par
    value; 5,000,000 shares authorized at December 31,
    2005 and 2004, no shares issued or outstanding






Common stock, $0.001 par
    value; 100,000,000 shares authorized and 41,962,587 and
    35,731,581 shares issued and outstanding as of
    December 31, 2005 and 2004, respectively


42



36Additional paid-in capital


412,862



286,017Deferred stock-based compensation


(1,406
)


(2,535
)Other comprehensive loss


(88
)


(42
)Deficit accumulated during the
    development stage


(239,186
)


(176,162
)Total stockholders equity


172,224



107,314Total liabilities and
    stockholders equity

$
189,007


$
125,603    F-4




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Cumulative PeriodJune 10, 1996(Inception) to2005


2004


2003


December 31, 2005(In thousands, except share and
    per share data)Revenues  research
    and development contracts

$
6,963


$
6,606


$
1,010


$
14,579Costs and expenses:Research and development
    (excluding stock-based compensation expense of $4,111, $1,971,
    $2,373, and $8,938 respectively)


52,602



54,124



37,365



195,445Selling, general and
    administrative (excluding stock-based compensation expense of
    $4,776, $1,977, $1,819 and $8,822, respectively)


13,141



8,358



3,683



36,926Stock-based compensation


8,887



3,948



4,192



17,76074,630



66,430



45,240



250,131Loss from operations


(67,667
)


(59,824
)


(44,230
)


(235,552
)Interest income (expense), net


3,661



821



(136
)


6,882Loss from continuing operations


(64,006
)


(59,003
)


(44,366
)


(228,670
)Discontinued operations, net of
    income taxes


982



1,318



1,218



4,564Net loss


(63,024
)


(57,685
)


(43,148
)


(224,106
)Accretion of mandatorily
    redeemable convertible preferred stock










(13,187
)


(32,500
)Deemed dividend related to
    beneficial conversion feature of preferred stock










(39,935
)


(39,935
)Net loss attributable to common
    stockholders

$
(63,024
)

$
(57,685
)

$
(96,270
)

$
(296,541
)Basic and diluted net loss per
    common share attributable to common stockholders:Continuing operations

$
(1.71
)

$
(2.05
)

$
(18.01
)Discontinued operations, net of
    income taxes


0.03



0.05



0.22$
(1.68
)

$
(2.00
)

$
(17.79
)Weighted average common shares
    outstanding


37,416,368



28,839,076



5,411,891    F-5




---



##### Table of Contents





MYOGEN,
    INC.
    (A Development Stage Enterprise)




CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY




|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|------------------------------------------------------------------------------------------------- |  | --------------------------------------------------- | ------- |  | ------------ | - | - | ------- |  |  | ----------- |  |  | -------- | - |  | ------------ | - | ----- | ------------- |  | - | ------------- |  |  | ----------- | --- | - | ------ | - | - |  |  | - | ------ | - |  | - | ------ | - |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  | Deficit     |     |   |        |   |   |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       | Notes         |  |   | Other         |  |  | Accumulated |     |   |        |   |   |  | 
|                                                                                                  |  | Series B Convertible                                |         |  |              |   |   |         |  |  | Additional  |  |  | Deferred |   |  | Receivable   |   |       | Comprehensive |  |   | During the    |  |  | Total       |     |   |        |  
|                                                                                                  |  | Preferred Stock                                     |         |  | Common Stock |   |   | Paid-in |  |  | Stock-Based |  |  | from     |   |  | Income       |   |       | Development   |  |   | Stockholders |  |  |             |    
|                                                                                                  |  | Shares                                              |         |  | Amount       |   |   | Shares  |  |  | Amount      |  |  | Capital  |   |  | Compensation |   |       | Stockholders  |  |   | (Loss)        |  |  | Stage       |     |   | Equity |   |   |  | 
|                                                                                                  |  | (In thousands, except share and
    per share data) |         |  |              |  
|                                                                                                 
|Net loss                                                                                          |  |                                                     |        |  |              | $ |  |         |  |  |            |  |  | $        |  |  |              | $ |      |               |  | $ |              |  |  | $           |    |   |        | $ |  |  |  | $ | (71    | ) |  | $ | (71    | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Balance at December 31, 1996                                                                      |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   |      |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   | (71    | ) |  |   | (71    | ) |  |  |  | 
|Comprehensive income:                                                                             |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Net loss                                                                                          |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   |      |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   | (286   | ) |  |   | (286   | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Total comprehensive loss                                                                          |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   | (286   | ) |  |   | (286   | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Balance at December 31, 1997                                                                      |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   |      |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   | (357   | ) |  |   | (357   | ) |  |  |  | 
|Issuance of common stock for cash
    and notes receivable                                        |  |                                                     |        |  |              |   |  |         |  |  | 680,000     |  |  |          | 1 |  |              |   | 15    |               |  |   |              |  |  |             | (7  | ) |        |   |  |  |  |   |       |   |  |   | 9      |   |  |  |  | 
|Issuance of common stock in
    exchange for license agreements                                   |  |                                                     |        |  |              |   |  |         |  |  | 46,542      |  |  |          |  |  |              |   | 23    |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   |       |   |  |   | 23     |   |  |  |  | 
|Issuance of common stock for notes
    receivable                                                 |  |                                                     |        |  |              |   |  |         |  |  | 147,907     |  |  |          |  |  |              |   | 74    |               |  |   |              |  |  |             | (74 | ) |        |   |  |  |  |   |       |   |  |   |       |   |  |  |  | 
|Comprehensive income:                                                                             |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Net loss                                                                                          |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   |      |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   | (1,991 | ) |  |   | (1,991 | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Total comprehensive loss                                                                          |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   | (1,991 | ) |  |   | (1,991 | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Balance at December 31, 1998                                                                      |  |                                                     |        |  |              |   |  |         |  |  | 874,449     |  |  |          | 1 |  |              |   | 112   |               |  |   |              |  |  |             | (81 | ) |        |   |  |  |  |   | (2,348 | ) |  |   | (2,316 | ) |  |  |  | 
|Payments on notes receivable from
    stockholders                                                |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   |      |               |  |   |              |  |  |             | 6   |   |        |   |  |  |  |   |       |   |  |   | 6      |   |  |  |  | 
|Receipt of funds for par value of
    restricted stock                                            |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   |      |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   |       |   |  |   |       |   |  |  |  | 
|Other                                                                                             |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   |      |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   |       |   |  |   |       |   |  |  |  | 
|Accretion of mandatorily redeemable
    convertible preferred stock                               |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   | (112  | )             |  |   |              |  |  |             |    |   |        |   |  |  |  |   | (216   | ) |  |   | (328   | ) |  |  |  | 
|Comprehensive income:                                                                             |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Net loss                                                                                          |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   |      |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   | (3,319 | ) |  |   | (3,319 | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Total comprehensive loss                                                                          |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   | (3,319 | ) |  |   | (3,319 | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |   |   |         |  |  |             |  |  |          |   |  |              |   |       |               |  |   |               |  |  |             |     |   |        |   |   |  |  |   |        |   |  |   |        |   |  |  |  | 
|Balance at December 31, 1999                                                                      |  |                                                     |        |  |              |   |  |         |  |  | 874,449     |  |  |          | 1 |  |              |   |      |               |  |   |              |  |  |             | (75 | ) |        |   |  |  |  |   | (5,883 | ) |  |   | (5,957 | ) |  |  |  | 
|Issuance of Series B
    convertible preferred stock                                              |  |                                                     | 803,606 |  |              |   | 1 |         |  |  |            |  |  |          |  |  |              |   | 1,104 |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   |       |   |  |   | 1,105  |   |  |  |  | 
|Warrants issued in conjunction with
    note payable                                              |  |                                                     |        |  |              |   |  |         |  |  |            |  |  |          |  |  |              |   | 11    |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   |       |   |  |   | 11     |   |  |  |  | 
|Issuance of common stock in August
    2000 at $0.50 per share upon the exercise of options       |  |                                                     |        |  |              |   |  |         |  |  | 4,354       |  |  |          |  |  |              |   | 2     |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   |       |   |  |   | 2      |   |  |  |  | 
|Issuance of common stock in
    November 2000 at $0.50 per share upon the exercise of
    options |  |                                                     |        |  |              |   |  |         |  |  | 10,542      |  |  |          |  |  |              |   | 5     |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   |       |   |  |   | 5      |   |  |  |  | 
|Issuance of common stock in
    December 2000 at $1.15 per share upon the exercise of
    options |  |                                                     |        |  |              |   |  |         |  |  | 3,000       |  |  |          |  |  |              |   | 4     |               |  |   |              |  |  |             |    |   |        |   |  |  |  |   |       |   |  |   | 4      |   |  |  |  | 



F-6



---



##### Table of Contents





MYOGEN,
    INC.
    (A Development Stage Enterprise)






CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY  (Continued)




|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  |    |   |  |  |         |   |  |  |         |   |  |  |  | 
|------------------------------------------------------------------------------------------------- |  | --------------------------------------------------- | ------- |  | ------------ |  | - | ------- |  |  | ----------- |  |  | -------- | - |  | ------------ |  | ------ | ------------- |  |  | ------------- | - |  | ----------- | --- | - | ------ |  | -- | - |  |  | ------- | - |  |  | ------- | - |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  | Deficit     |     |   |        |  |    |   | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        | Notes         |  |  | Other         |   |  | Accumulated |     |   |        |  |    |   | 
|                                                                                                  |  | Series B Convertible                                |         |  |              |  |   |         |  |  | Additional  |  |  | Deferred |   |  | Receivable   |  |        | Comprehensive |  |  | During the    |   |  | Total       |     |   |        | 
|                                                                                                  |  | Preferred Stock                                     |         |  | Common Stock |  |   | Paid-in |  |  | Stock-Based |  |  | from     |   |  | Income       |  |        | Development   |  |  | Stockholders |   |  |             |    
|                                                                                                  |  | Shares                                              |         |  | Amount       |  |   | Shares  |  |  | Amount      |  |  | Capital  |   |  | Compensation |  |        | Stockholders  |  |  | (Loss)        |   |  | Stage       |     |   | Equity |  |    |   | 
|                                                                                                  |  | (In thousands, except share and
    per share data) |         |  |              | 
|                                                                                                 
|Issuance of common stock upon the
    exercise of warrants                                        |  |                                                     |        |  |              |  |  |         |  |  | 350         |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  |   |   |  |  |        |   |  |  |        |   |  |  |  | 
|Deferred stock-based compensation
    related to options granted to consultants                   |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  | 90     |               |  |  | (90           | ) |  |             |    |   |        |  |   |   |  |  |        |   |  |  |        |   |  |  |  | 
|Amortization of deferred
    stock-based compensation                                             |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  | 14            |   |  |             |    |   |        |  |   |   |  |  |        |   |  |  | 14      |   |  |  |  | 
|Accretion of mandatorily redeemable
    convertible preferred stock                               |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  | (1,216 | )             |  |  |              |   |  |             |    |   |        |  |   |   |  |  | (2,480  | ) |  |  | (3,696  | ) |  |  |  | 
|Comprehensive income:                                                                             |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  |    |   |  |  |         |   |  |  |         |   |  |  |  | 
|Foreign currency translation
    adjustment                                                       |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  | (1 | ) |  |  |        |   |  |  | (1      | ) |  |  |  | 
|Net loss                                                                                          |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  |   |   |  |  | (9,421  | ) |  |  | (9,421  | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  |    |   |  |  |         |   |  |  |         |   |  |  |  | 
|Total comprehensive loss                                                                          |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  | (1 | ) |  |  | (9,421  | ) |  |  | (9,422  | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  |    |   |  |  |         |   |  |  |         |   |  |  |  | 
|Balance at December 31, 2000                                                                      |  |                                                     | 803,606 |  |              |  | 1 |         |  |  | 892,695     |  |  |          | 1 |  |              |  |       |               |  |  | (76           | ) |  |             | (75 | ) |        |  | (1 | ) |  |  | (17,784 | ) |  |  | (17,934 | ) |  |  |  | 
|Issuance of common stock in May
    2001 at $0.86 per share upon the exercise of options          |  |                                                     |        |  |              |  |  |         |  |  | 250         |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  |   |   |  |  |        |   |  |  |        |   |  |  |  | 
|Issuance of common stock in July
    2001 at $1.18 per share upon the exercise of options         |  |                                                     |        |  |              |  |  |         |  |  | 255         |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  |   |   |  |  |        |   |  |  |        |   |  |  |  | 
|Issuance of common stock in August
    2001 at $0.59 per share upon the exercise of options       |  |                                                     |        |  |              |  |  |         |  |  | 375         |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  |   |   |  |  |        |   |  |  |        |   |  |  |  | 
|Issuance of common stock in
    December 2001 at $1.20 per share upon the exercise of
    options |  |                                                     |        |  |              |  |  |         |  |  | 16,628      |  |  |          |  |  |              |  | 15     |               |  |  |              |   |  |             |    |   |        |  |   |   |  |  |        |   |  |  | 15      |   |  |  |  | 
|Deferred stock-based compensation
    related to options granted to consultants                   |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  | 82     |               |  |  | (82           | ) |  |             |    |   |        |  |   |   |  |  |        |   |  |  |        |   |  |  |  | 
|Amortization of deferred
    stock-based compensation                                             |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  | 38            |   |  |             |    |   |        |  |   |   |  |  |        |   |  |  | 38      |   |  |  |  | 
|Accretion of mandatorily redeemable
    convertible preferred stock                               |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  | (97    | )             |  |  |              |   |  |             |    |   |        |  |   |   |  |  | (510    | ) |  |  | (607    | ) |  |  |  | 
|Comprehensive income:                                                                             |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  |    |   |  |  |         |   |  |  |         |   |  |  |  | 
|Foreign currency translation
    adjustment                                                       |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  | (3 | ) |  |  |        |   |  |  | (3      | ) |  |  |  | 
|Unrealized gain on investments
    available for sale                                             |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  | 36 |   |  |  |        |   |  |  | 36      |   |  |  |  | 
|Net loss                                                                                          |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |    |   |        |  |   |   |  |  | (17,114 | ) |  |  | (17,114 | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  |    |   |  |  |         |   |  |  |         |   |  |  |  | 
|Total comprehensive loss                                                                          |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  | 33 |   |  |  | (17,114 | ) |  |  | (17,081 | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |     |   |        |  |    |   |  |  |         |   |  |  |         |   |  |  |  | 
|Balance at December 31, 2001                                                                      |  |                                                     | 803,606 |  |              |  | 1 |         |  |  | 910,203     |  |  |          | 1 |  |              |  |       |               |  |  | (120          | ) |  |             | (75 | ) |        |  | 32 |   |  |  | (35,408 | ) |  |  | (35,569 | ) |  |  |  | 



F-7



---



##### Table of Contents





MYOGEN,
    INC.
    (A Development Stage Enterprise)






CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY  (Continued)




|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |    |  |        |  |     |  |  |  |         |   |  |  |         |   |  |  |  | 
|------------------------------------------------------------------------------------------------- |  | --------------------------------------------------- | ------- |  | ------------ |  | - | ------- |  |  | ----------- |  |  | -------- | - |  | ------------ |  | ------ | ------------- |  |  | ------------- | - |  | ----------- | -- |  | ------ |  | --- |  |  |  | ------- | - |  |  | ------- | - |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  | Deficit     |    |  |        |  |     |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        | Notes         |  |  | Other         |   |  | Accumulated |    |  |        |  |     |  | 
|                                                                                                  |  | Series B Convertible                                |         |  |              |  |   |         |  |  | Additional  |  |  | Deferred |   |  | Receivable   |  |        | Comprehensive |  |  | During the    |   |  | Total       |    |  |        | 
|                                                                                                  |  | Preferred Stock                                     |         |  | Common Stock |  |   | Paid-in |  |  | Stock-Based |  |  | from     |   |  | Income       |  |        | Development   |  |  | Stockholders |   |  |             |   
|                                                                                                  |  | Shares                                              |         |  | Amount       |  |   | Shares  |  |  | Amount      |  |  | Capital  |   |  | Compensation |  |        | Stockholders  |  |  | (Loss)        |   |  | Stage       |    |  | Equity |  |     |  | 
|                                                                                                  |  | (In thousands, except share and
    per share data) |         |  |              | 
|                                                                                                 
|Issuance of common stock in January
    2002 at $0.50 per share upon the exercise of options      |  |                                                     |        |  |              |  |  |         |  |  | 6,000       |  |  |          |  |  |              |  | 3      |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 3       |   |  |  |  | 
|Issuance of common stock in
    February 2002 at $1.18 per share upon the exercise of
    options |  |                                                     |        |  |              |  |  |         |  |  | 52,083      |  |  |          |  |  |              |  | 61     |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 61      |   |  |  |  | 
|Issuance of common stock in March
    2002 at $1.25 per share upon the exercise of options        |  |                                                     |        |  |              |  |  |         |  |  | 833         |  |  |          |  |  |              |  | 1      |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 1       |   |  |  |  | 
|Issuance of common stock in April
    2002 at $1.17 per share upon the exercise of options        |  |                                                     |        |  |              |  |  |         |  |  | 11,616      |  |  |          |  |  |              |  | 14     |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 14      |   |  |  |  | 
|Issuance of common stock in May
    2002 at $1.25 per share upon the exercise of options          |  |                                                     |        |  |              |  |  |         |  |  | 1,250       |  |  |          |  |  |              |  | 2      |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 2       |   |  |  |  | 
|Issuance of common stock in June
    2002 at $1.25 per share upon the exercise of options         |  |                                                     |        |  |              |  |  |         |  |  | 2,083       |  |  |          |  |  |              |  | 3      |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 3       |   |  |  |  | 
|Issuance of common stock in October
    2002 at $2.08 per share upon the exercise of options      |  |                                                     |        |  |              |  |  |         |  |  | 1,892       |  |  |          |  |  |              |  | 4      |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 4       |   |  |  |  | 
|Issuance of common stock in
    December 2002 at $1.25 per share upon the exercise of
    options |  |                                                     |        |  |              |  |  |         |  |  | 3,751       |  |  |          |  |  |              |  | 5      |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 5       |   |  |  |  | 
|Issuance of common stock upon the
    exercise of warrants                                        |  |                                                     |        |  |              |  |  |         |  |  | 34,650      |  |  |          |  |  |              |  | 17     |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 17      |   |  |  |  | 
|Deferred stock-based compensation
    related to options granted to employees and consultants     |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  | 2,288  |               |  |  | (2,288        | ) |  |             |   |  |        |  |    |  |  |  |        |   |  |  |        |   |  |  |  | 
|Amortization of deferred
    stock-based compensation                                             |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  | 682           |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 682     |   |  |  |  | 
|Warrants issued in conjunction with
    note payable                                              |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  | 413    |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  |        |   |  |  | 413     |   |  |  |  | 
|Repayment of notes receivable                                                                     |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             | 75 |  |        |  |    |  |  |  |        |   |  |  | 75      |   |  |  |  | 
|Accretion of mandatorily redeemable
    convertible preferred stock                               |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  | (2,811 | )             |  |  |              |   |  |             |   |  |        |  |    |  |  |  | (11,873 | ) |  |  | (14,684 | ) |  |  |  | 
|Comprehensive income:                                                                             |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |    |  |        |  |     |  |  |  |         |   |  |  |         |   |  |  |  | 
|Foreign currency translation
    adjustment                                                       |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |   |  |        |  | 137 |  |  |  |        |   |  |  | 137     |   |  |  |  | 
|Change in unrealized gain on
    investments available for sale                                   |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |   |  |        |  | 55  |  |  |  |        |   |  |  | 55      |   |  |  |  | 
|Net loss                                                                                          |  |                                                     |        |  |              |  |  |         |  |  |            |  |  |          |  |  |              |  |       |               |  |  |              |   |  |             |   |  |        |  |    |  |  |  | (28,048 | ) |  |  | (28,048 | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |    |  |        |  |     |  |  |  |         |   |  |  |         |   |  |  |  | 
|Total comprehensive loss                                                                          |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |    |  |        |  | 192 |  |  |  | (28,048 | ) |  |  | (27,856 | ) |  |  |  | 
|                                                                                                  |  |                                                     |         |  |              |  |   |         |  |  |             |  |  |          |   |  |              |  |        |               |  |  |               |   |  |             |    |  |        |  |     |  |  |  |         |   |  |  |         |   |  |  |  | 
|Balance at December 31, 2002                                                                      |  |                                                     | 803,606 |  |              |  | 1 |         |  |  | 1,024,361   |  |  |          | 1 |  |              |  |       |               |  |  | (1,726        | ) |  |             |   |  |        |  | 224 |  |  |  | (75,329 | ) |  |  | (76,829 | ) |  |  |  | 



F-8



---



##### Table of Contents





MYOGEN,
    INC.
    (A Development Stage Enterprise)






CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY  (Continued)




|                                                                                                                                        |  |                                                     |          |   |              |  |    |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  |      |   |  |  |          |   |  |  |         |   |  |  |  | 
|--------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------- | -------- | - | ------------ |  | -- | ------- |  |  | ----------- |  |  | -------- | -- |  | ------------ |  | ------- | ------------- |  |  | ------------- | - |  | ----------- | - |  | ------ |  | ---- | - |  |  | -------- | - |  |  | ------- | - |  |  |  | 
|                                                                                                                                        |  |                                                     |          |   |              |  |    |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  | Deficit     |   |  |        |  |      |   | 
|                                                                                                                                        |  |                                                     |          |   |              |  |    |         |  |  |             |  |  |          |    |  |              |  |         | Notes         |  |  | Other         |   |  | Accumulated |   |  |        |  |      |   | 
|                                                                                                                                        |  | Series B Convertible                                |          |   |              |  |    |         |  |  | Additional  |  |  | Deferred |    |  | Receivable   |  |         | Comprehensive |  |  | During the    |   |  | Total       |   |  |        | 
|                                                                                                                                        |  | Preferred Stock                                     |          |   | Common Stock |  |    | Paid-in |  |  | Stock-Based |  |  | from     |    |  | Income       |  |         | Development   |  |  | Stockholders |   |  |             |  
|                                                                                                                                        |  | Shares                                              |          |   | Amount       |  |    | Shares  |  |  | Amount      |  |  | Capital  |    |  | Compensation |  |         | Stockholders  |  |  | (Loss)        |   |  | Stage       |   |  | Equity |  |      |   | 
|                                                                                                                                        |  | (In thousands, except share and
    per share data) |          |   |              | 
|                                                                                                                                       
|Issuance of common stock in January
    2003 at $1.25 per share upon exercise of options                                                |  |                                                     |         |   |              |  |   |         |  |  | 4,375       |  |  |          |   |  |              |  | 5       |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 5       |   |  |  |  | 
|Issuance of common stock in July
    2003 at $1.05 per share upon exercise of options                                                   |  |                                                     |         |   |              |  |   |         |  |  | 11,333      |  |  |          |   |  |              |  | 12      |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 12      |   |  |  |  | 
|Issuance of common stock in August
    2003 at $1.25 per share upon exercise of options                                                 |  |                                                     |         |   |              |  |   |         |  |  | 600         |  |  |          |   |  |              |  | 1       |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 1       |   |  |  |  | 
|Issuance of common stock in
    September 2003 at $0.63 per share upon exercise of options                                              |  |                                                     |         |   |              |  |   |         |  |  | 14,625      |  |  |          |   |  |              |  | 9       |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 9       |   |  |  |  | 
|Issuance of common stock in October
    2003 at $1.16 per share upon exercise of options                                                |  |                                                     |         |   |              |  |   |         |  |  | 48,447      |  |  |          |   |  |              |  | 56      |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 56      |   |  |  |  | 
|Issuance of common stock for
    cash-initial public offering in November 2003, net of offering
    costs of $7,175                     |  |                                                     |         |   |              |  |   |         |  |  | 5,750,000   |  |  |          | 6  |  |              |  | 73,319  |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 73,325  |   |  |  |  | 
|Deferred stock-based compensation
    related to options granted to employees and consultants                                           |  |                                                     |         |   |              |  |   |         |  |  |            |  |  |          |   |  |              |  | 9,196   |               |  |  | (9,196        | ) |  |             |  |  |        |  |     |   |  |  |         |   |  |  |        |   |  |  |  | 
|Amortization of deferred
    stock-based compensation                                                                                   |  |                                                     |         |   |              |  |   |         |  |  |            |  |  |          |   |  |              |  |        |               |  |  | 4,192         |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 4,192   |   |  |  |  | 
|Accretion of mandatorily redeemable
    convertible preferred stock                                                                     |  |                                                     |         |   |              |  |   |         |  |  |            |  |  |          |   |  |              |  | (13,187 | )             |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | (13,187 | ) |  |  |  | 
|Discount associated with
    Series D mandatorily redeemable convertible preferred stock
    in August 2003 at $6.875 per share         |  |                                                     |         |   |              |  |   |         |  |  |            |  |  |          |   |  |              |  | 39,935  |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 39,935  |   |  |  |  | 
|Beneficial conversion feature of
    Series D mandatorily redeemable convertible preferred stock
    in August 2003 at $6.875 per share |  |                                                     |         |   |              |  |   |         |  |  |            |  |  |          |   |  |              |  | (39,935 | )             |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | (39,935 | ) |  |  |  | 
|Conversion of Series A
    mandatorily redeemable convertible preferred stock                                                           |  |                                                     |         |   |              |  |   |         |  |  | 1,206,998   |  |  |          | 1  |  |              |  | 7,998   |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 7,999   |   |  |  |  | 
|Conversion of Series B
    convertible preferred stock                                                                                  |  |                                                     | (803,606 | ) |              |  | (1 | )       |  |  | 160,713     |  |  |          |   |  |              |  | 1       |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  |        |   |  |  |  | 
|Conversion of Series C
    mandatorily redeemable convertible preferred stock                                                           |  |                                                     |         |   |              |  |   |         |  |  | 2,618,175   |  |  |          | 3  |  |              |  | 23,884  |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 23,887  |   |  |  |  | 
|Conversion of Series D
    mandatorily redeemable convertible preferred stock                                                           |  |                                                     |         |   |              |  |   |         |  |  | 15,618,300  |  |  |          | 15 |  |              |  | 127,787 |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  |         |   |  |  | 127,802 |   |  |  |  | 
|Comprehensive income:                                                                                                                   |  |                                                     |          |   |              |  |    |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  |      |   |  |  |          |   |  |  |         |   |  |  |  | 
|Foreign currency translation
    adjustment                                                                                             |  |                                                     |         |   |              |  |   |         |  |  |            |  |  |          |   |  |              |  |        |               |  |  |              |   |  |             |  |  |        |  | (106 | ) |  |  |         |   |  |  | (106    | ) |  |  |  | 
|Change in unrealized gain on
    investments available for sale                                                                         |  |                                                     |         |   |              |  |   |         |  |  |            |  |  |          |   |  |              |  |        |               |  |  |              |   |  |             |  |  |        |  | (96  | ) |  |  |         |   |  |  | (96     | ) |  |  |  | 
|Net loss                                                                                                                                |  |                                                     |         |   |              |  |   |         |  |  |            |  |  |          |   |  |              |  |        |               |  |  |              |   |  |             |  |  |        |  |     |   |  |  | (43,148  | ) |  |  | (43,148 | ) |  |  |  | 
|                                                                                                                                        |  |                                                     |          |   |              |  |    |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  |      |   |  |  |          |   |  |  |         |   |  |  |  | 
|Total comprehensive loss                                                                                                                |  |                                                     |          |   |              |  |    |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  | (202 | ) |  |  | (43,148  | ) |  |  | (43,350 | ) |  |  |  | 
|                                                                                                                                        |  |                                                     |          |   |              |  |    |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  |      |   |  |  |          |   |  |  |         |   |  |  |  | 
|Balance at December 31, 2003                                                                                                            |  |                                                     |         |   |              |  |   |         |  |  | 26,457,927  |  |  |          | 26 |  |              |  | 229,081 |               |  |  | (6,730        | ) |  |             |  |  |        |  | 22   |   |  |  | (118,477 | ) |  |  | 103,922 |   |  |  |  | 



F-9



---



##### Table of Contents





MYOGEN,
    INC.
    (A Development Stage Enterprise)






CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY  (Continued)




|                                                                                                                              |  |                                                     |   |  |              |  |   |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  |     |   |  |  |          |   |  |  |         |  
|----------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------- | - |  | ------------ |  | - | ------- |  |  | ----------- |  |  | -------- | -- |  | ------------ |  | ------- | ------------- |  |  | ------------- | - |  | ----------- | - |  | ------ |  | --- | - |  |  | -------- | - |  |  | ------- | -
|                                                                                                                              |  |                                                     |   |  |              |  |   |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  | Deficit     |   |  |        | 
|                                                                                                                              |  |                                                     |   |  |              |  |   |         |  |  |             |  |  |          |    |  |              |  |         | Notes         |  |  | Other         |   |  | Accumulated |   |  |        | 
|                                                                                                                              |  | Series B Convertible                                |   |  |              |  |   |         |  |  | Additional  |  |  | Deferred |    |  | Receivable   |  |         | Comprehensive |  |  | During the    |   |  | Total       |  
|                                                                                                                              |  | Preferred Stock                                     |   |  | Common Stock |  |   | Paid-in |  |  | Stock-Based |  |  | from     |    |  | Income       |  |         | Development   |  |  | Stockholders |  
|                                                                                                                              |  | Shares                                              |   |  | Amount       |  |   | Shares  |  |  | Amount      |  |  | Capital  |    |  | Compensation |  |         | Stockholders  |  |  | (Loss)        |   |  | Stage       |   |  | Equity | 
|                                                                                                                              |  | (In thousands, except share and
    per share data) |  
|                                                                                                                             
|Issuance of common stock in
    February 2004 at $1.20 per share upon exercise of options                                     |  |                                                     |  |  |              |  |  |         |  |  | 7,958       |  |  |          |   |  |              |  | 9       |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 9       |  
|Issuance of common stock in April
    2004 at $1.17 per share upon exercise of options                                        |  |                                                     |  |  |              |  |  |         |  |  | 8,077       |  |  |          |   |  |              |  | 9       |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 9       |  
|Issuance of common stock in May
    2004 at $1.25 per share upon exercise of options                                          |  |                                                     |  |  |              |  |  |         |  |  | 10,649      |  |  |          |   |  |              |  | 13      |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 13      |  
|Issuance of common stock in June
    2004 at $1.40 per share upon exercise of options                                         |  |                                                     |  |  |              |  |  |         |  |  | 23,925      |  |  |          |   |  |              |  | 33      |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 33      |  
|Issuance of common stock in July
    2004 at $1.44 per share upon exercise of options                                         |  |                                                     |  |  |              |  |  |         |  |  | 558         |  |  |          |   |  |              |  | 1       |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 1       |  
|Issuance of common stock in August
    2004 at $1.42 per share upon exercise of options                                       |  |                                                     |  |  |              |  |  |         |  |  | 2,839       |  |  |          |   |  |              |  | 4       |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 4       |  
|Issuance of common stock in
    September 2004 at $1.29 per share upon exercise of options                                    |  |                                                     |  |  |              |  |  |         |  |  | 2,975       |  |  |          |   |  |              |  | 4       |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 4       |  
|Issuance of common stock in October
    2004 at $1.33 per share upon exercise of options                                      |  |                                                     |  |  |              |  |  |         |  |  | 8,223       |  |  |          |   |  |              |  | 11      |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 11      |  
|Issuance of common stock in
    December 2004 at $1.25 per share upon exercise of options                                     |  |                                                     |  |  |              |  |  |         |  |  | 1,000       |  |  |          |   |  |              |  | 1       |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 1       |  
|Issuance of common stock upon the
    exercise of warrants                                                                    |  |                                                     |  |  |              |  |  |         |  |  | 12,050      |  |  |          |   |  |              |  |        |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  |        |  
|Issuance of common stock and
    warrants for cash in September 2004, net of offering costs of
    $2,892 at $6.525 per share |  |                                                     |  |  |              |  |  |         |  |  | 9,195,400   |  |  |          | 10 |  |              |  | 57,098  |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 57,108  |  
|Deferred stock-based compensation
    related to options granted to employees and consultants                                 |  |                                                     |  |  |              |  |  |         |  |  |            |  |  |          |   |  |              |  | (247    | )             |  |  | 247           |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  |        |  
|Amortization of deferred
    stock-based compensation                                                                         |  |                                                     |  |  |              |  |  |         |  |  |            |  |  |          |   |  |              |  |        |               |  |  | 3,948         |   |  |             |  |  |        |  |    |   |  |  |         |   |  |  | 3,948   |  
|Comprehensive income:                                                                                                         |  |                                                     |   |  |              |  |   |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  |     |   |  |  |          |   |  |  |         |  
|Foreign currency translation
    adjustment                                                                                   |  |                                                     |  |  |              |  |  |         |  |  |            |  |  |          |   |  |              |  |        |               |  |  |              |   |  |             |  |  |        |  | 19  |   |  |  |         |   |  |  | 19      |  
|Change in unrealized gain on
    investments available for sale                                                               |  |                                                     |  |  |              |  |  |         |  |  |            |  |  |          |   |  |              |  |        |               |  |  |              |   |  |             |  |  |        |  | (83 | ) |  |  |         |   |  |  | (83     | )
|Net loss                                                                                                                      |  |                                                     |  |  |              |  |  |         |  |  |            |  |  |          |   |  |              |  |        |               |  |  |              |   |  |             |  |  |        |  |    |   |  |  | (57,685  | ) |  |  | (57,685 | )
|                                                                                                                              |  |                                                     |   |  |              |  |   |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  |     |   |  |  |          |   |  |  |         |  
|Total comprehensive loss                                                                                                      |  |                                                     |   |  |              |  |   |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  | (64 | ) |  |  | (57,685  | ) |  |  | (57,749 | )
|                                                                                                                              |  |                                                     |   |  |              |  |   |         |  |  |             |  |  |          |    |  |              |  |         |               |  |  |               |   |  |             |   |  |        |  |     |   |  |  |          |   |  |  |         |  
|Balance at December 31, 2004                                                                                                  |  |                                                     |  |  |              |  |  |         |  |  | 35,731,581  |  |  |          | 36 |  |              |  | 286,017 |               |  |  | (2,535        | ) |  |             |  |  |        |  | (42 | ) |  |  | (176,162 | ) |  |  | 107,314 |  



F-10



---



##### Table of Contents





MYOGEN,
    INC.
    (A Development Stage Enterprise)






CONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY  (Continued)




|                                                                                                                 |  |                                                     |   |  |              |   |   |         |  |  |             |  |  |          |    |  |              |   |         |               |  |   |               |   |  |             |   |  |        |   |     |   |  |   |          |   |  |   |         |  
|---------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------- | - |  | ------------ | - | - | ------- |  |  | ----------- |  |  | -------- | -- |  | ------------ | - | ------- | ------------- |  | - | ------------- | - |  | ----------- | - |  | ------ | - | --- | - |  | - | -------- | - |  | - | ------- | -
|                                                                                                                 |  |                                                     |   |  |              |   |   |         |  |  |             |  |  |          |    |  |              |   |         |               |  |   |               |   |  | Deficit     |   |  |        |  
|                                                                                                                 |  |                                                     |   |  |              |   |   |         |  |  |             |  |  |          |    |  |              |   |         | Notes         |  |   | Other         |   |  | Accumulated |   |  |        |  
|                                                                                                                 |  | Series B Convertible                                |   |  |              |   |   |         |  |  | Additional  |  |  | Deferred |    |  | Receivable   |   |         | Comprehensive |  |   | During the    |   |  | Total       |  
|                                                                                                                 |  | Preferred Stock                                     |   |  | Common Stock |   |   | Paid-in |  |  | Stock-Based |  |  | from     |    |  | Income       |   |         | Development   |  |   | Stockholders |  
|                                                                                                                 |  | Shares                                              |   |  | Amount       |   |   | Shares  |  |  | Amount      |  |  | Capital  |    |  | Compensation |   |         | Stockholders  |  |   | (Loss)        |   |  | Stage       |   |  | Equity |  
|                                                                                                                 |  | (In thousands, except share and
    per share data) |  
|                                                                                                                
|Issuance of common stock in
    February 2005 at $1.25 per share upon exercise of options                        |  |                                                     |  |  |              |   |  |         |  |  | 12,086      |  |  |          |   |  |              |   | 15      |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 15      |  
|Issuance of common stock in March
    2005 at $1.39 per share upon exercise of options                           |  |                                                     |  |  |              |   |  |         |  |  | 3,756       |  |  |          |   |  |              |   | 5       |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 5       |  
|Issuance of common stock in April
    2005 at $1.25 per share upon exercise of options                           |  |                                                     |  |  |              |   |  |         |  |  | 916         |  |  |          |   |  |              |   | 1       |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 1       |  
|Issuance of common stock in May
    2005 at $1.25 per share upon exercise of options                             |  |                                                     |  |  |              |   |  |         |  |  | 11,500      |  |  |          |   |  |              |   | 14      |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 14      |  
|Issuance of common stock in June
    2005 at $1.38 per share upon exercise of options                            |  |                                                     |  |  |              |   |  |         |  |  | 1,939       |  |  |          |   |  |              |   | 3       |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 3       |  
|Issuance of common stock in July
    2005 at $1.50 per share upon exercise of options                            |  |                                                     |  |  |              |   |  |         |  |  | 24,017      |  |  |          |   |  |              |   | 36      |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 36      |  
|Issuance of common stock in August
    2005 at $4.21 per share upon exercise of options                          |  |                                                     |  |  |              |   |  |         |  |  | 116,501     |  |  |          | 1  |  |              |   | 490     |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 491     |  
|Issuance of common stock in
    September 2005 at $2.93 per share upon exercise of options                       |  |                                                     |  |  |              |   |  |         |  |  | 74,283      |  |  |          |   |  |              |   | 218     |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 218     |  
|Issuance of common stock in October
    2005 at $2.01 per share upon exercise of options                         |  |                                                     |  |  |              |   |  |         |  |  | 87,794      |  |  |          |   |  |              |   | 177     |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 177     |  
|Issuance of common stock in
    November 2005 at $1.72 per share upon exercise of options                        |  |                                                     |  |  |              |   |  |         |  |  | 46,634      |  |  |          |   |  |              |   | 80      |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 80      |  
|Issuance of common stock in
    December 2005 at $1.42 per share upon exercise of options                        |  |                                                     |  |  |              |   |  |         |  |  | 92,316      |  |  |          |   |  |              |   | 131     |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 131     |  
|Issuance of common stock in January
    2005 at $5.73 per share related to ESPP                                  |  |                                                     |  |  |              |   |  |         |  |  | 19,469      |  |  |          |   |  |              |   | 112     |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 112     |  
|Issuance of common stock in July
    2005 at $6.01 per share related to ESPP                                     |  |                                                     |  |  |              |   |  |         |  |  | 30,117      |  |  |          |   |  |              |   | 181     |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 181     |  
|Issuance of common stock upon the
    exercise of warrants in July 2005 at $7.80 per share                       |  |                                                     |  |  |              |   |  |         |  |  | 1,217       |  |  |          |   |  |              |   | 10      |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 10      |  
|Issuance of common stock upon the
    exercise of warrants in December 2005 at $7.80 per share                   |  |                                                     |  |  |              |   |  |         |  |  | 103,782     |  |  |          |   |  |              |   | 809     |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 809     |  
|Issuance of common stock upon the
    cashless exercise of warrants in December 2005                             |  |                                                     |  |  |              |   |  |         |  |  | 228,335     |  |  |          |   |  |              |   |        |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   |        |  
|Issuance of common stock for cash
    in September 2005, net of offering costs of $8,189 at
    $23.25 per share |  |                                                     |  |  |              |   |  |         |  |  | 5,376,344   |  |  |          | 5  |  |              |   | 116,805 |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 116,810 |  
|Deferred stock-based compensation
    related to options granted to employees and consultants                    |  |                                                     |  |  |              |   |  |         |  |  |            |  |  |          |   |  |              |   | 7,758   |               |  |   | (7,758        | ) |  |             |  |  |        |   |    |   |  |   |         |   |  |   |        |  
|Amortization of deferred
    stock-based compensation                                                            |  |                                                     |  |  |              |   |  |         |  |  |            |  |  |          |   |  |              |   |        |               |  |   | 8,887         |   |  |             |  |  |        |   |    |   |  |   |         |   |  |   | 8,887   |  
|Comprehensive income:                                                                                            |  |                                                     |   |  |              |   |   |         |  |  |             |  |  |          |    |  |              |   |         |               |  |   |               |   |  |             |   |  |        |   |     |   |  |   |          |   |  |   |         |  
|Foreign currency translation
    adjustment                                                                      |  |                                                     |  |  |              |   |  |         |  |  |            |  |  |          |   |  |              |   |        |               |  |   |              |   |  |             |  |  |        |   | (36 | ) |  |   |         |   |  |   | (36     | )
|Change in unrealized gain on
    investments available for sale                                                  |  |                                                     |  |  |              |   |  |         |  |  |            |  |  |          |   |  |              |   |        |               |  |   |              |   |  |             |  |  |        |   | (10 | ) |  |   |         |   |  |   | (10     | )
|Net loss                                                                                                         |  |                                                     |  |  |              |   |  |         |  |  |            |  |  |          |   |  |              |   |        |               |  |   |              |   |  |             |  |  |        |   |    |   |  |   | (63,024  | ) |  |   | (63,024 | )
|                                                                                                                 |  |                                                     |   |  |              |   |   |         |  |  |             |  |  |          |    |  |              |   |         |               |  |   |               |   |  |             |   |  |        |   |     |   |  |   |          |   |  |   |         |  
|Total comprehensive loss                                                                                         |  |                                                     |   |  |              |   |   |         |  |  |             |  |  |          |    |  |              |   |         |               |  |   |               |   |  |             |   |  |        |   | (46 | ) |  |   | (63,024  | ) |  |   | (63,070 | )
|                                                                                                                 |  |                                                     |   |  |              |   |   |         |  |  |             |  |  |          |    |  |              |   |         |               |  |   |               |   |  |             |   |  |        |   |     |   |  |   |          |   |  |   |         |  
|Balance at December 31, 2005                                                                                     |  |                                                     |  |  |              | $ |  |         |  |  | 41,962,587  |  |  | $        | 42 |  |              | $ | 412,862 |               |  | $ | (1,406        | ) |  | $           |  |  |        | $ | (88 | ) |  | $ | (239,186 | ) |  | $ | 172,224 |  
|                                                                                                                 |  |                                                     |   |  |              |   |   |         |  |  |             |  |  |          |    |  |              |   |         |               |  |   |               |   |  |             |   |  |        |   |     |   |  |   |          |   |  |   |         |  







F-11



---



##### Table of Contents



MYOGEN,
    INC.
  (A
    Development Stage Enterprise)
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  CumulativePeriod fromFor the Years Ended


June 10, 1996December 31,


(Inception) to2005


2004


2003


December 31, 2005(In thousands)Cash Flows From Operating
    Activities:Net loss

$
(63,024
)

$
(57,685
)

$
(43,148
)

$
(224,106
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


955



617



413



2,584Amortization of deferred
    stock-based compensation


8,887



3,948



4,192



17,760Amortization of debt discount


138



138



138



424Amortization of investment
    (discount)/premium


(241
)


582



76



580Stock exchanged for license














1,163Loss on disposal of property and
    equipment


40







12



74Changes in operating assets and
    liabilities:Trade accounts receivable


276



426



155



212Research and development contract
    amounts


300



1,325



(625
)


1,000Inventories


58



466



136



(200
)Prepaid expenses, accrued interest
    and other assets


(1,006
)


229



(1,296
)


(3,082
)Accounts payable


227



3,032



4,222



10,244Deferred revenue


(379
)


(1,393
)


3,615



1,843Accrued liabilities


626



617



404



2,353Net cash used in operating
    activities


(53,143
)


(47,698
)


(31,706
)


(189,151
)Cash Flows From Investing
    Activities:Acquisitions of property and
    equipment


(1,069
)


(1,720
)


(276
)


(5,225
)Proceeds from sale of property and
    equipment










318



332Purchases of investments


(51,088
)


(111,470
)


(114,805
)


(485,901
)Proceeds from maturities and sales
    of investments


55,715



132,404



71,654



441,493Net cash provided by (used in)
    investing activities


3,558



19,214



(43,109
)


(49,301
)Cash Flows From Financing
    Activities:Proceeds from related party note














370Repayments of related party note














(290
)Proceeds from notes payable














5,250Payments on notes payable


(1,959
)


(1,777
)


(1,092
)


(5,078
)Proceeds from issuance of
    mandatorily redeemable convertible preferred stock, net of
    issuance costs










39,936



127,152Proceeds from issuance of common
    stock, net of issuance costs


119,110



57,194



73,408



249,838Payments on capital leases


(85
)


(49
)


(31
)


(174
)Net cash provided by financing
    activities


117,066



55,368



112,221



377,068Effect of exchange rates on cash


(71
)


36



(61
)


52Net increase in cash and cash
    equivalents

$
67,410


$
26,920


$
37,345


$
138,668Cash and cash equivalents,
    beginning of period

$
70,669


$
44,001


$
6,960


$
Cash and cash equivalents of
    discontinued operations, beginning of period


589



337



33



Net increase in cash and cash
    equivalents


67,410



26,920



37,345



138,668Less: Cash and cash equivalents of
    discontinued operations, end of period


(288
)


(589
)


(337
)


(288
)Cash and cash equivalents, end of
    period

$
138,380


$
70,669


$
44,001


$
138,380Supplemental Disclosure of Cash
    and Non-Cash Financing Activities:Interest paid

$
137


$
321


$
583


$
1,107Acquisition of property and
    equipment under capital leases


38



63



54



313Common stock issued in exchange for
    notes receivable














81Convertible preferred stock issued
    in exchange for license














1,163Mandatorily redeemable convertible
    preferred stock issued in lieu of cash commission on issuance of
    Series D mandatorily redeemable convertible preferred stock














929Conversion of Series B
    convertible preferred stock for common stock upon initial public
    offering










1



1Conversion of mandatorily
    redeemable preferred stock for common stock upon initial public
    offering










159,688



159,688Deferred research and development
    contract revenue due within one year










1,000



1,000    F-12




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(Tabular dollars in thousands, except share and per share
    amounts) 1.
    Formations
    and Business of the Company    ® ®
  ARIES-1 ARIES-1
            2.
    Liquidity   F-13




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       3.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
  Accounting and Reporting by Development Stage Enterprises.
    one-for-five one-to-one five-to-one.
  Principles
    of Consolidation
    Use of
    Estimates
    Risks
    and Uncertainties
    Advertising
    Costs
   F-14




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash
    and Cash Equivalents
    Investments
  Accounting for Certain Investments in
    Debt and Equity Securities available-for-sale available-for-sale available-for-sale
  Unrealized


UnrealizedAmortized


Aggregate


Holding


HoldingSecurity Type

Cost Basis


Fair Value


Gains


LossesDecember 31,
    2005Government securities

$
21,015


$
20,962


$



$
(53
)Corporate debt securities


14,345



14,309







(36
)Asset-backed securities


6,985



6,969



1



(17
)Commercial Paper


1,691



1,697



6



Total investments

$
44,036


$
43,937


$
7


$
(106
)December 31,
    2004Government securities

$
27,729


$
27,677


$



$
(52
)Corporate debt securities


17,395



17,371







(24
)Asset-backed securities


3,295



3,283







(12
)Total investments

$
48,419


$
48,331


$



$
(88
)        F-15




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Fair
    Value of Financial Instruments
    Inventories
  first-in,
  Property
    and Equipment
    Estimated Useful LifeLaboratory equipment and other


5 yearsFurniture and fixtures


5 yearsComputer equipment and software


3 yearsManufacturing equipment


3 years   Long-Lived
    Assets and Impairments
  Accounting for the Impairment or Disposal of Long-Lived
    Assets
  Revenue
    Recognition
  No. 00-21, Revenue Arrangements with Multiple Deliverables EITF 00-21.
  Product
    Sales
   F-16




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Research
    and development contracts
  EITF 00-21.
        Research
    and Development
   F-17




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income
    Taxes
    Foreign
    Currency Translation
    Concentration
    of Risk
      Net
    Loss Per Common Share
   F-18




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31,2005


2004


2003Common stock options


2,084,529



2,068,251



2,263,623Warrants


788,256



123,266



33,544Employee stock purchase plan


21,609







Convertible preferred stock










132,980Mandatorily redeemable convertible
    preferred stock










12,293,728Total


2,894,394



2,191,517



14,723,875   Stock-Based
    Compensation and Unaudited Pro Forma Net Loss per Common
    Share
  Accounting For Stock
    Issued to Employees Accounting for Stock-Based Compensation Accounting for Equity
    Instruments That Are Issued to Other Than Employees for
    Acquiring, or in Conjunction with Selling, Goods or Services.
    Cumulative Periodfrom June 10, 1996Years Ended
    December 31,


(Inception) to2005


2004


2003


December 31, 2005Net loss attributable to common
    stockholders, as reported

$
(63,024
)

$
(57,685
)

$
(96,270
)

$
(296,541
)Deduct: total stock-based employee
    compensation expense determined under fair value based method


(6,436
)


(5,824
)


(3,509
)


(16,842
)Add: total stock-based employee
    compensation expense recognized under the intrinsic rate based
    method


8,364



3,803



3,413



15,972Pro forma net loss

$
(61,096
)

$
(59,706
)

$
(96,366
)

$
(297,411
)Pro forma basic and diluted net
    loss per share

$
(1.63
)

$
(2.07
)

$
(17.81
)Basic and diluted net loss per
    share, as reported

$
(1.68
)

$
(2.00
)

$
(17.79
)    F-19




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005

2004Risk-free interest rate

3.69 - 4.44%

2.78 - 3.79%Expected life (in years)

5

5Expected volatility

74.94 - 100%

100%Expected dividend yield

0%

0%   Recent
    Accounting Pronouncements
               F-20




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Accounting for Stock
    Appreciation Rights and Other Variable Stock Option or Award
    Plans
    SFAS No. 154, Accounting Changes and Error
    Corrections  A Replacement of APB Opinion
    No. 20 and FASB Statement No. 3.
 F-21




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Reclassifications
    4.
    Discontinued
    Operations  ® ® EITF 03-13, Applying the Conditions in Paragraph 42 of
    Statement 144 in Determining Whether to Report Discontinued
    Operations.
  Accounting for the Impairment or Disposal of Long-Lived
    Assets ®
    December 31,2005


2004Cash and cash equivalents

$
288


$
589Trade accounts receivable


508



946Finished products


167



212Raw materials


34



46Prepaid expenses and other assets


274



207Property and equipment, net


18



52Assets of discontinued operations

$
1,289


$
2,052   December 31,2005


2004Accounts payable

$
189


$
171Other liabilities


75



49Liabilities of discontinued
    operations

$
264


$
220  F-22




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Cumulative Periodfrom June 10, 1996Years Ended
    December 31,


(Inception) to2005


2004


2003


December 31, 2005Product sales

$
3,162


$
3,318


$
2,846


$
13,903Pre-tax income from operations


1,008



1,340



1,257



4,672Income taxes


(25
)


(22
)


(39
)


(108
)Discontinued operations, net of
    income taxes

$
983


$
1,318


$
1,218


$
4,564     Years Ended
    December 31,2005


2004


2003Sales:Netherlands

$
1,186


$
1,039


$
796Germany


974



853



720United Kingdom


671



681



542France


234



304



342Italy


27



395



405Other


70



46



41$
3,162


$
3,318


$
2,846   5.
    Property
    and Equipment    December 31,2005


2004Laboratory equipment and other

$
2,077


$
1,576Computer equipment and software


1,265



931Leasehold improvements


1,048



858Furniture and fixtures


480



343Manufacturing equipment


27



48Capital projects in progress


142



1855,039



3,941Less accumulated depreciation


(2,417
)


(1,489
)$
2,622


$
2,452    F-23




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Accounts
    Payable and Accrued Liabilities    December 31,2005


2004Trade accounts payable

$
10,234


$
10,290Related parties (Note 14)


111



220$
10,345


$
10,510       December 31,2005


2004Accrued personnel costs

$
2,379


$
1,181Accrued professional services


221



263Advances for reimbursable research
    and development expenses


99



313Accrued royalties


52



69Accrued taxes


46



67$
2,797


$
1,893   7.
    Borrowings  36-month
      8.
    Commitments
    and Contingencies   F-24




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Capital Leases


Operating Leases2006

$
84


$
3762007


42



3802008


16



3232009


9



2010


9



Total future minimum lease payments


160


$
1,079Less amount representing interest


(16
)Present value of future minimum
    lease payments


144Less current portion


(74
)Capital lease obligations, less
    current portion

$
70     Accounting for Contingencies.
   F-25




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Preferred
    Stock    10.
    Stockholders
    Equity  Registration
    Statement
  Form S-3. Form S-3
  Common
    Stock
  one-for-five one-to-one five-to-one.
  five-to-one
      Warrants
  EITF 00-19,
 F-26




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for Convertible Debt and Debt Issued with Stock
    Purchase Warrants
      11.
    Stock
    Options and Employee Benefits     F-27




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Incentive and Non-Qualifying
    Stock OptionsNumber of


Weighted Average


Options


Weighted AverageShares


Exercise Price


Exercisable


Exercise PriceOutstanding at December 31,
    1997





$








Granted (at market)


61,500


$
0.50Exercised





$
Canceled


(3,000
)

$
0.50Outstanding at December 31,
    1998


58,500


$
0.50







Granted (at market)


29,500


$
0.81Exercised





$
Canceled


(600
)

$
0.50Outstanding at December 31,
    1999


87,400


$
0.61



14,325


$
0.50Granted (at market)


240,300


$
1.15Exercised


(17,896
)

$
0.60Canceled


(1,000
)

$
1.15Outstanding at December 31,
    2000


308,804


$
1.03



25,568


$
0.68Granted (at market)


1,123,800


$
1.25Granted (above market)


38,240


$
2.50Exercised


(17,508
)

$
0.85Canceled


(10,962
)

$
1.15Outstanding at December 31,
    2001


1,442,374


$
1.25



146,226


$
1.13Granted (below market)


474,280


$
1.25Granted (at market)


180,724


$
1.25Exercised


(79,508
)

$
1.20Canceled


(84,829
)

$
1.25Outstanding at December 31,
    2002


1,933,041


$
1.25



459,109


$
1.22Granted (below market)


850,427


$
4.35Granted (at market)


26,500


$
13.61Exercised


(79,380
)

$
1.06Canceled


(1,196
)

$
1.24Outstanding at December 31,
    2003


2,729,392


$
2.34



986,041


$
1.43Granted (at market)


713,150


$
10.15Exercised


(66,204
)

$
1.31Canceled


(45,477
)

$
7.95 F-28




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Incentive and Non-Qualifying
    Stock OptionsNumber of


Weighted Average


Options


Weighted AverageShares


Exercise Price


Exercisable


Exercise PriceOutstanding at December 31,
    2004


3,330,861


$
3.96



1,547,422


$
2.02Granted (at market)


814,720


$
10.36Exercised


(471,742
)

$
2.48Canceled


(156,094
)

$
7.55Outstanding at December 31,
    2005


3,517,745


$
5.49



2,090,858


$
4.08     Options OutstandingWeightedAverage





Options ExercisableRemaining


Weighted





WeightedContractual


Average





AverageNumber of


Life


Exercise


Number of


ExerciseExercise Prices

Shares


(Years)


Price


Shares


Price$ 0.50 - $ 1.15


53,000



3.81


$
1.00



53,000


$
1.00$ 1.25


1,435,809



6.11


$
1.25



1,108,715


$
1.25$ 2.50


15,777



5.61


$
2.50



14,618


$
2.50$ 5.00


614,197



7.65


$
5.00



358,265


$
5.00$ 5.40 - $ 8.10


404,384



8.55


$
7.16



116,233


$
7.23$ 8.16


34,500



8.87


$
8.16



9,342


$
8.16$ 8.48


490,290



6.24


$
8.48



284,690


$
8.48$ 8.57 - $12.80


204,016



8.66


$
10.11



83,402


$
10.64$12.81 - $27.59


265,772



8.98


$
18.66



62,593


$
16.793,517,745



7.03


$
5.49



2,090,858


$
4.08     Stock-Based
    Compensation
  Accounting for Stock
    Appreciation Rights and Other Variable Stock Option or Award
    Plans, an Interpretation of APB Opinions No. 15 and 25
   F-29




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2005

2004

2003Risk-free interest rate

3.69 - 4.44%

3.28 - 3.77%

2.74 - 3.36%Expected life (in years)

10

10

10Expected volatility

74.94 -100%

100%

100%Expected dividend yield

0%

0%

0%   401(k)
    Plan
    Employee
    Stock Purchase Plan
  beginning-of-enrollment end-of-measurement provided
    2005

2004Risk-free interest rate

2.72 - 3.81%

3.69%Expected life (in years)

0.5 - 2

2Expected volatility

100%

100%Expected dividend yield

0%

0%  F-30




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     12.
    Income
    Taxes      December 31,2005


2004Deferred tax assets:Net operating loss carryforwards

$
73,366


$
51,517Amortization of intangibles


5,049



5,317Orphan drug and research and
    development credit carryforwards


12,140



4,601Deferred revenue


1,125



1,352Stock-based compensation


3,238



484Other


275



231Total deferred tax assets


95,193



63,502Deferred tax liabilities:Depreciable assets


(36
)


(6
)Total deferred tax liabilities


(36
)


(6
)Net deferred tax assets, before
    valuation allowance


95,157



63,496Valuation allowance


(95,157
)


(63,496
)Net deferred tax assets

$



$
       December 31,2005


2004


2003U.S. federal income tax
    benefit at statutory rates

$
(22,402
)

$
(20,651
)

$
(15,528
)Permanent differences


330



1,152



1,063Orphan drug and research and
    development credit carryforwards


(7,539
)


(3,177
)


(1,224
)State income tax benefit, net of
    federal benefit


(2,050
)


(1,811
)


(1,271
)Change in valuation allowance


31,661



24,487



16,960$



$



$
    F-31




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        13.
    Royalty
    and License Commitments         F-32




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             F-33




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             F-34




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    Related
    Party Transactions     F-35




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        15.
    Business
    Segments    16.
    Subsequent
    Events  ® ® ® ®
     F-36




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ® ® ®
  17.
    Quarterly
    Financial Results (Unaudited) (in thousands, except per share
    data)  2005

March 31,


June 30,


September 30,


December 31,Revenues  research
    and development contracts

$
1,706


$
1,580


$
1,779


$
1,898Costs and expenses:Research and development*


17,405



20,691



6,031



8,475Selling, general and
    administrative*


2,979



2,683



3,298



4,181Stock-based compensation


516



518



1,267



6,586Loss from continuing operations


(18,631
)


(21,702
)


(8,172
)


(15,501
)Discontinued operations, net of
    income taxes


330



182



306



164Net loss attributable to common
    stock

$
(18,301
)

$
(21,520
)

$
(7,866
)

$
(15,337
)Basic and diluted net loss per
    common share attributable to common stockholders:Continuing operations

$
(0.52
)

$
(0.61
)

$
(0.23
)

$
(0.37
)Discontinued operations, net of
    income taxes


0.01



0.01



0.01



$
(0.51
)

$
(0.60
)

$
(0.22
)

$
(0.37
)   F-37




---



##### Table of Contents



MYOGEN,
    INC.
    (A Development Stage Enterprise)
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2004

March 31,


June 30,


September 30,


December 31,Revenues  research
    and development contracts

$
1,340


$
1,664


$
1,667


$
1,935Costs and expenses:Research and development*


14,624



12,462



12,335



14,703Selling, general and
    administrative*


1,786



1,871



1,895



2,806Stock-based compensation


1,212



1,122



943



671Loss from continuing operations


(16,111
)


(13,655
)


(13,349
)


(15,888
)Discontinued operations, net of
    income taxes


125



445



346



402Net loss attributable to common
    stock


(15,986
)


(13,210
)


(13,003
)


(15,486
)Basic and diluted net loss per
    common share attributable to common stockholders:Continuing operations

$
(0.61
)

$
(0.52
)

$
(0.50
)

$
(0.44
)Discontinued operations, net of
    income taxes


0.01



0.02







0.01$
(0.60
)

$
(0.50
)

$
(0.50
)

$
(0.43
)     *
    
    Excludes Stock-based compensation expenses. F-38




---



##### Table of Contents



INDEX TO
    EXHIBITS




|           |    |                     |  |                                                                                                                                                                                                            |  |       |  |           |  |          |    |     |  | 
|---------- | -- | ------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | --------- |  | -------- | -- | --- |  | 
|           |    |                     |  | Incorporated by
    Reference**                                                                                                                                                                            |  | Filed
|Exhibit No |    | Exhibit Description |  | Form                                                                                                                                                                                                       |  | Date  |  | Number    |  | Herewith
|          
|           | 3  | .1                  |  | Restated Certificate of
    Incorporation.                                                                                                                                                                 |  | S-1/A |  | 10/1/2003 |  |          | 3  | .4  |  | 
|           | 3  | .2                  |  | Amended and Restated Bylaws.                                                                                                                                                                               |  | S-1/A |  | 10/1/2003 |  |          | 3  | .5  |  | 
|           | 4  | .1                  |  | Specimen Stock Certificate. 2003
    Equity Incentive Plan of the Company, Form of Grant Notice and
    Form of.                                                                                           |  | S-1/A |  | 10/1/2003 |  |          | 4  | .2  |  | 
|           | 10 | .1(1)               |  | Stock Option Agreement.                                                                                                                                                                                    |  | S-1/A |  | 10/1/2003 |  |          | 10 | .1  |  | 
|           | 10 | .2(1)               |  | 2003 Employee Stock Purchase Plan
    of the Company.                                                                                                                                                      |  | S-1/A |  | 10/1/2003 |  |          | 10 | .2  |  | 
|           | 10 | .3(1)               |  | Form of Employment Agreement
    entered into between Myogen and certain of its executives,
    including reference schedule.                                                                              |  | 10-K  |  | 3/15/2005 |  |          | 10 | .10 |  | 
|           | 10 | .4                  |  | Form of Indemnification Agreement
    entered into by each of Myogens Executive Officers and
    Directors.                                                                                               |  | S-1   |  | 8/28/2003 |  |          | 10 | .11 |  | 
|           | 10 | .5                  |  | Lease Agreement between the
    Company and Church Ranch Business Center, LLC, dated
    January 1, 2002.                                                                                                  |  | S-1   |  | 8/28/2003 |  |          | 10 | .12 |  | 
|           | 10 | .6=                 |  | License Agreement between Aventis
    Pharmaceuticals, Inc. (formerly Hoechst Marion Roussel, Inc.)
    and the Company, dated October 1, 1998, as amended
    November 23, 1999 and June 2, 2003.         |  | S-1   |  | 8/28/2003 |  |          | 10 | .17 |  | 
|           | 10 | .7=                 |  | License Agreement between Abbott
    Deutschland Holding GmbH and the Company, dated October 8,
    2001.                                                                                                  |  | S-1   |  | 8/28/2003 |  |          | 10 | .18 |  | 
|           | 10 | .8=                 |  | Intellectual Property License
    Agreement between the University Technology Corporation and the
    Company, dated September 1, 1998, as amended
    January 26, 2001 and November 12, 2002.             |  | S-1   |  | 8/28/2003 |  |          | 10 | .19 |  | 
|           | 10 | .9=                 |  | Materials Transfer Agreement
    between the Regents of the University of Colorado and the
    Company, dated September 4, 1998, as amended
    January 4, 2001.                                           |  | S-1   |  | 8/28/2003 |  |          | 10 | .20 |  | 
|           | 10 | .10=                |  | Patent and Technology License
    Agreement between the Board of Regents of The University Of
    Texas System and the Company, dated December 1, 1999, as
    amended July 7, 2000 and December 20, 2001. |  | S-1   |  | 8/28/2003 |  |          | 10 | .21 |  | 
|           | 10 | .11=                |  | Exclusive Patent And Technology
    License Agreement between the Board of Regents of The University
    of Texas System and the Company, dated January 1, 2002.                                           |  | S-1   |  | 8/28/2003 |  |          | 10 | .22 |  | 
|           | 10 | .12=                |  | License Agreement between Abbott
    Laboratories and the Company, dated June 30, 2003.                                                                                                                    |  | S-1   |  | 8/28/2003 |  |          | 10 | .23 |  | 
|           | 10 | .13=                |  | Collaboration and Option Agreement
    between Novartis Institutes for Bio Medical Research, Inc. and
    the Company dated October 8, 2003.                                                               |  | S-1/A |  | 10/9/2003 |  |          | 10 | .24 |  | 
|           | 10 | .14=                |  | Form of License, Development and
    Commercialization Agreement between Novartis Institutes for
    BioMedical Research, Inc. and the Company.                                                            |  | S-1/A |  | 10/9/2003 |  |          | 10 | .25 |  | 
|           | 10 | .15=                |  | Materials Transfer Agreement
    between the Regents of the University of Colorado and the
    Company, dated September 12, 2003.                                                                          |  | S-1/A |  | 10/9/2003 |  |          | 10 | .26 |  | 
|           | 10 | .16                 |  | Indemnification Agreement between
    Kirk K. Calhoun and the Company, dated as of January 16,
    2004.                                                                                                   |  | 10-K  |  | 3/1/2004  |  |          | 10 | .27 |  | 
|           | 10 | .17                 |  | First Amendment to Lease Agreement
    between Sevo Miller, Inc., as receiver on behalf of Church Ranch
    Business Center, LLC, and the Company, dated December 2,
    2003.                             |  | 10-K  |  | 3/1/2004  |  |          | 10 | .28 |  | 





---



##### Table of Contents



|           |    |                     |  |                                                                                                                                                                                                                                                     |  |       |  |           |  |          |    |     |  |  
|---------- | -- | ------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----- |  | --------- |  | -------- | -- | --- |  | -
|           |    |                     |  | Incorporated by
    Reference**                                                                                                                                                                                                                     |  | Filed
|Exhibit No |    | Exhibit Description |  | Form                                                                                                                                                                                                                                                |  | Date  |  | Number    |  | Herewith
|          
|           | 10 | .18=                |  | Third Amendment to Intellectual
    Property License Agreement between University License Equity
    Holdings, Inc. and the Company, dated November 24, 2003.                                                                                       |  | 10-K  |  | 3/1/2004  |  |          | 10 | .29 |  |  
|           | 10 | .19=                |  | Amendment No. 3 to Patent and
    Technology License Agreement between the Board of Regents of the
    University of Texas System and the Company, dated
    November 6, 2003.                                                                      |  | 10-K  |  | 3/1/2004  |  |          | 10 | .30 |  |  
|           | 10 | .20=                |  | Amendment No. 1 to Patent and
    Technology License Agreement between the Board of Regents of the
    University of Texas System and the Company, dated as of
    February 10, 2004.                                                               |  | 10-K  |  | 3/1/2004  |  |          | 10 | .31 |  |  
|           | 10 | .21=                |  | Patent License Agreement between
    the University of Texas System, the University of North Texas
    Health Science Center at Fort Worth and the Company, dated
    January 13, 2000.                                                             |  | 10-K  |  | 3/1/2004  |  |          | 10 | .32 |  |  
|           | 10 | .22(1)              |  | 2003 Employee Stock Purchase
    Plan  August 1, 2004 Offering.                                                                                                                                                                                    |  | 10-Q  |  | 8/9/2004  |  |          | 10 | .33 |  |  
|           | 10 | .23                 |  | Securities Purchase Agreement,
    dated September 24, 2004, by and among the Company and the
    investors named therein.                                                                                                                          |  | 8-K   |  | 9/29/2004 |  |          | 10 | .34 |  |  
|           | 10 | .24                 |  | Second Amendment to Lease
    Agreement between LaSalle Bank, N .A. (formerly known as LaSalle
    National Bank), as Trustee for the Certificate holders Under the
    Pooling and Servicing Agreement, and the Company, dated
    April 15, 2004. |  | 8-K   |  | 10/1/2004 |  |          | 10 | .35 |  |  
|           | 10 | .25                 |  | Third Amendment to Lease Agreement
    between Scott Kaufman and the Company, dated September 30,
    2004.                                                                                                                                         |  | 8-K   |  | 10/1/2004 |  |          | 10 | .36 |  |  
|           | 10 | .26+                |  | Third Amendment to the License
    Agreement by and between Aventis Pharmaceuticals, Inc. and
    Myogen, dated January 27, 2005.                                                                                                                   |  | 10-K  |  | 3/15/2005 |  |          | 10 | .37 |  |  
|           | 10 | .27(1)              |  | 2003 Employee Stock Purchase
    Plan  February 1, 2005 Offering.                                                                                                                                                                                  |  | 10-K  |  | 3/15/2004 |  |          | 10 | .38 |  |  
|           | 10 | .28(1)              |  | 2004 and 2005 Discretionary Bonus
    Program.                                                                                                                                                                                                      |  | 8-K   |  | 3/9/2005  |  |          | 10 | .39 |  |  
|           | 10 | .29+                |  | Amendment to Collaboration and
    Option Agreement between Myogen and Novartis Institutes for
    BioMedical Research, Inc., dated May 23, 2005.                                                                                                   |  | 8-K   |  | 5/26/2005 |  |          | 10 | .40 |  |  
|           | 10 | .30+                |  | Form of License, Development and
    Commercialization Agreement between Myogen and Novartis
    Institutes for BioMedical Research, Inc.                                                                                                           |  | 8-K   |  | 5/26/2005 |  |          | 10 | .41 |  |  
|           | 10 | .31                 |  | 2005 and 2006 Discretionary Bonus
    Program.                                                                                                                                                                                                      |  | 8-K   |  | 2/27/2006 |  |          |   |     |  |  
|           | 10 | .32                 |  | Sale and Sublicense Agreement by
    and among Myogen, Wülfing Holding GmbH, Wülfing Pharma
    GmbH and Myogen GmbH, dated January 27, 2006.                                                                                                       |  |       |  |           |  |          |    |     |  | x
|           | 10 | .33                 |  | Stock Purchase Agreement by and
    among Wülfing Holding GmbH, Wülfing Pharma GmbH and
    Myogen.                                                                                                                                                 |  |       |  |           |  |          |    |     |  | x
|           | 16 | .1                  |  | Letter from PricewaterhouseCoopers
    LLC to the SEC.                                                                                                                                                                                              |  | 8-K   |  | 3/23/2005 |  |          | 16 | .1  |  |  
|           | 23 | .1                  |  | Consent of Ernst & Young
    LLP, Independent Registered Public Accounting Firm.                                                                                                                                                                    |  |       |  |           |  |          |    |     |  | x
|           | 23 | .2                  |  | Consent of PricewaterhouseCoopers
    LLP, Independent Registered Public Accounting Firm.                                                                                                                                                           |  |       |  |           |  |          |    |     |  | x
|           | 24 | .1                  |  | Powers of Attorney. Reference B
    made to page. 65                                                                                                                                                                                                |  |       |  |           |  |          |    |     |  | x





---



##### Table of Contents



|           |    |                     |  |                                                                                  |  |       |  |        |  |          |  |  |  |  
|---------- | -- | ------------------- |  | -------------------------------------------------------------------------------- |  | ----- |  | ------ |  | -------- |  |  |  | -
|           |    |                     |  | Incorporated by
    Reference**                                                  |  | Filed
|Exhibit No |    | Exhibit Description |  | Form                                                                             |  | Date  |  | Number |  | Herewith
|          
|           | 31 | .1 C                |  | Certification of principal
    executive officer required by
    Rule 13a-14(a). |  |       |  |        |  |          |  |  |  | x
|           | 31 | .2 C                |  | Certification of principal
    financial officer required by
    Rule 13a-14(a). |  |       |  |        |  |          |  |  |  | x
|           | 32 | .1#                 |  | Section 1350 Certification.                                                      |  |       |  |        |  |          |  |  |  | x









|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) |  | Indicates Management Contract or Compensatory Plan or
    Arrangement.                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   
|=   |  | We have been granted confidential treatment with respect to the
    omitted portions of this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                
|   
|+   |  | We have applied for confidential treatment with respect to
    portions of this agreement. Omitted
    portions have been filed separately with the Securities and
    Exchange Commission.                                                                                                                                                                                                                                                                                                                            
|   
|#   |  | The certifications attached as Exhibit 32.1 that accompany
    this Annual Report on
    Form 10-K
    are not deemed filed with the Securities and Exchange Commission
    and are not to be incorporated by reference into any filing of
    Myogen, Inc. under the Securities Act of 1933, as amended, or
    the Securities Exchange Act of 1934, as amended, whether made
    before or after the date of this Form
    10-K,
    irrespective of any general incorporation language contained in
    such filing.