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                                                                    EXHIBIT 10.5

VIA COURIER

March 12, 1999

Bernard H. Bressler, Ph.D.
Vice President Research
University of British Columbia
2075 Wesbrook Mall
Vancouver, B.C.
V6T 1W5

Roger Newton, Ph.D.
President & C.E.O.
Esperion Therapeutics, Inc.
3621 S. State Street, 695 KMS Place
Ann Arbor, MI
48108

Dear Dr. Bressler and Dr. Newton,

          Re:  License Agreement dated July 1, 1998 between Inex
          Pharmaceuticals Corporation ("Inex") and The University of British
          Columbia ("UBC")

          re:  Sub-License by Inex to Esperion Therapeutics, Inc. ("Esperion")
               Title:  Liposome Compositions and Methods
               for the Treatment of Atherosclerosis.
          Serial No. and Filing Date:  US SN 08/507,170; March 4,1994
          Inventors:  Hope, M. and Rodrigueza, W.
          Inex File No.:  500
          UILO File No.:  94-049

          Inex hereby requests the consent of UBC under Article 4 of the above
noted License Agreement, to a sublicense of the above noted technology to
Esperion (the "Esperion Sublicense"), substantially in the form attached as
Appendix A.

          In addition to the above noted consent, Inex requests that the
provisions of the License Agreement, specifically as it relates to the above
noted Hope/Rodrigueza Technology, be amended as follows:
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          4A.0  SUBLICENSING OF HOPE/RODRIGUEZA
          TECHNOLOGY (UILO FILE 94-049):

          The provisions of Article 4.0 SUBLICENSING of the UBC License, and any
          other inconsistent provision of the UBC License relating to Sub-
          Licensing, as they relate to, and only to, the Hope/Rodrigueza
          Technology (UILO File 94-049) are amended to include and to give
          effect to the following:

          4A.1  Curing of events of default by Sublicensees.  Sublicenses
                -------------------------------------------
          granted by Licensee shall terminate upon the termination of Licensee's
          rights granted herein unless events of default are cured by Licensee
          or sublicensee within ninety (90) days of notification by UBC of
          default and/or as provided by the terms of this Agreement.  Each
          sublicense shall contain covenants by the sublicensee to observe and
          perform similar terms and conditions to those in this Agreement.  UBC
          agrees that if Licensee has provided to UBC notice that Licensee has
          granted a sublicense to a sublicensee under this Agreement, then in
          the event UBC terminates this Agreement for any reason, UBC shall
          provide to such sublicensee written notice of such termination no less
          than ninety (90) days prior to the effective date of such termination.
          The sublicensee may during such ninety (90) day period provide to UBC
          notice wherein the sublicensee:  (a) reaffirms the terms and
          conditions of this Agreement as it relates to the rights the
          sublicensee has been granted under the sublicense; (b) agrees to abide
          by all of the terms and conditions of this Agreement applicable to
          sublicensees and to discharge directly all pertinent obligations of
          Licensee which Licensee is obligated hereunder to discharge with
          respect to such sublicense; and (c) acknowledges that UBC shall have
          no obligations to the sublicensee other than its obligations set forth
          in this Agreement with regard to Licensee.  UBC agrees that upon such
          sublicensee's notice and provided such sublicensee is not in material
          breach of its sublicense, UBC shall either (i) provide for the
          continuation of such sublicense as a direct license from UBC to such
          sublicensee, or (ii) at UBC's election grant to such sublicensee a new
          license, effective as of the date of termination of this Agreement
          which provides for license rights and terms equivalent to the
          sublicense rights and terms which Licensee shall have granted to such
          sublicensee.  In the event transfer to a sublicensee as considered in
          this paragraph of the continuation of a sublicense or a grant of a
          direct license by UBC, as considered in this Paragraph, UBC shall be
          entitled to receive the full benefit of such sublicense or license.
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          The signatories to this letter further agree that UBC shall be deemed
a third party beneficiary of the Esperion Sublicense for the purpose of
enforcing UBC's rights under Article X and Article XI of the Esperion
Sublicense.

Sincerely,


David J. Main
VP, Commercial Development
Inex Pharmaceuticals Corp.


                              CONSENT & AGREEMENT

                              ESPERION THERAPEUTICS, INC.


                              /s/ Roger Newton
                              ---------------------------
                              Dr. Roger Newton
                              President & C.E.O.

                              March 18, 1999
                              ---------------------------
                              Date


                              CONSENT & AGREEMENT
                              The undersigned hereby consents to the sublicense,
                              substantially in the form attached, and agrees to
                              the amendments to the License Agreement proposed
                              herein:

                              UNIVERSITY OF BRITISH COLUMBIA


                              /s/ Bernard H. Bressler
                              ---------------------------
                              Dr.  Bernard H. Bressler
                              Vice President Research

                              March 15, 1999
                              ---------------------------
                              Date