Portions
      herein identified by [***] have been omitted pursuant to a request for
      confidential treatment and have been filed separately with the

    Commission
      pursuant to Rule 406 of the Securities Act of 1933, as amended.

    
 

    Exhibit
      10.9

     

    FIRST
      AMENDMENT TO LICENSE AGREEMENT

     

    THIS
      FIRST AMENDMENT TO LICENSE AGREEMENT (hereinafter referred to as "FIRST
      Amendment") is made and entered into this 2nd day of June, 2004 (hereinafter
      the
      "Effective Date") by and between:

     

    Emory
      University,
      a
      non-profit Georgia corporation with offices located at Office of Technology
      Transfer, North Decatur Bldg., Suite 130, 1784 N. Decatur Road, Atlanta, Georgia
      30322 (hereinafter referred to as "EMORY");

     

    AND

     

    Cougar
      Biotechnology, Inc., a
      for-profit Delaware corporation with offices at
      10940
      Wilshire Blvd., Suite 600, Los Angeles, California 90024 USA (hereinafter
      referred to as "CBT").

     

    RECITALS:

     

    WHEREAS,
      EMORY
      and CBT entered into a License Agreement, dated the 23rd
      day of
      February, 2004, for inventions which are owned by EMORY (hereinafter referred
      to
      as "License Agreement") and incorporated herein by reference; and

     

    WHEREAS,
      the
      parties have agreed to modify the terms of the License Agreement;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and mutual covenants contained herein, and
      intending to be legally bound hereby, the parties hereto agree to the statements
      and representations made above and do hereby mutually agree to amend the License
      Agreement as follows:

     

    1. The
      second (2nd)
      WHEREAS
      under
WITNESSETH,
      which
      reads as:

     

    WHEREAS,
      Drs. Harish Joshi, Judith Kapp, Yong Ke, Fuqiang Liu, David Archer, Cheryl
      Armstrong, Jaren Landen and Keqiang Ye are employees of EMORY and are named
      as
      inventors on Emory invention disclosures: (i) no. 97012, titled: "The Antitissue
      Drug Noscapine is a Tubulin Binding Anti-Tumor Drug",
      (ii) no. 98056, titled: "Use of the Anti-Cancer Agent, Noscapine, as an
      Immunological Adjuvant for Tumor Therapy", (iii) no. 01028, titled: "Noscapine
      and Noscapine Derivatives, Useful as Anticancer Agents", and (iv) no. 02040,
      titled: "Delivery Systems and Methods for Nocapine and Noscapine Derivatives,
      Useful as Anticancer Agents", which are the subject of those issued patents
      and
      pending patent applications listed in Appendix "A" herein (hereinafter
      "Inventions");

     

    is
      hereby
      amended and shall read as:

     

    WHEREAS,
      Drs.
      Harish Joshi, Judith Kapp, Yong Ke, Fuqiang Liu, David Archer, Cheryl Armstrong,
      Jaren Landen and Keqiang Ye are employees of EMORY and are named

    as
      inventors on Emory invention disclosures: (i) no. 97012, titled: "The Antitissue
      Drug Noscapine is a Tubulin Binding Anti-Tumor Drug"; (ii) no. 98056, titled:
      "Use of the Anticancer Agent, Noscapine, as an Immunological Adjuvant for Tumor
      Therapy"; (iii) no. 01028, titled: "Noscapine and Noscapine Derivatives, Useful
      as Anticancer Agents"; (iv) no.
      02040,
      titled: "Delivery Systems and Methods for Nocapine and Noscapine Derivatives,
      Useful as Anticancer Agents"; and (v) no. 04053, titled: "Novel Alkaloids for
      Cancer Therapy", which are the subject of those issued patents and pending
      patent applications listed in Appendix "A" herein (hereinafter
      "Inventions");

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2. Appendix A,
      which
      reads as:

     

    LICENSED
      PATENTS

     

    Licensed
      Patents shall include, but not be limited to, the following issued patents
      and
      pending patent applications:

     

    
      	 	
              1.

            	
              United
                States Patent No.: 6,376,516, titled: "Noscapine
                Derivatives, Useful as Anticancer Agents";

            
	 	2.	
              International
                Patent Application No.: PCT/US98/14979, titled: "Noscapine Derivatives,
                Useful as Anticancer Agents";

            
	 	3.	
              United
                States Patent Application No.: 09/558,042, titled: "Noscapine Derivatives
                 as
                Adjuvant Compositions and Methods of Use Thereof';

            
	 	4.	United States Patent Application No.:
              10/288,442, titled: “Noscapine Derivatives  as
              Adjuvant Compositions and Methods of Use Thereof”;
	 	
              5. 

            	International Patent Application No.:
              PCT/US00/11082, titled: "Noscapine  Derivatives
              as Adjuvant Compositions and Methods of Use Thereof';
	 	6. 	Canadian Patent Application No.: 2,370,643,
              titled: “Noscapine Derivatives as  Adjuvant
              Compositions and Methods of Use Thereof';
	 	7.	European Patent Application No.: 00928370.6,
              titled: “Noscapine Derivatives as Adjuvant
              Compositions and Methods of Use Thereof'; and
	 	8.	United States Patent No.: 6,673,814,
              titled:
              "Delivery Systems and Methods for Noscapine and Noscapine Derivatives,
              Useful as Anticancer Agents".


    

         

    is
      hereby
      amended and shall read as:

     

    LICENSED
      PATENTS

     

    Licensed
      Patents shall include, but not be limited to, the following issued patents
      and
      pending patent applications:

     

    A. Licensed
      Patents Group I.

     

    
      
        	 	
                1.

              	
                United
                  States Patent No.: 6,376,516, titled: "Noscapine Derivatives, Useful
                  as
                  Anticancer Agents";

              
	 	2.	
                International
                  Patent Application No.: PCT/US98/14979, titled: "Noscapine Derivatives,
                  Useful as Anticancer Agents";

              
	 	3.	
                United
                  States Patent Application No.: 09/558,042, titled: "Noscapine Derivatives
                  as Adjuvant Compositions and Methods of Use Thereof';

              
	 	4.	
                United
                  States Patent Application No.: 10/288,442, titled: "Noscapine Derivatives
                  as Adjuvant Compositions and Methods of Use
                  Thereof';

              


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	 	
                5. 

              	
                International
                  Patent Application No.: PCT/US00/11082, titled: "Noscapine Derivatives
                  as
                  Adjuvant Compositions and Methods of Use Thereof';

              
	 	6. 	
                Canadian
                  Patent Application No.: 2,370,643, titled: "Noscapine Derivatives
                  as
                  Adjuvant Compositions and Methods of Use Thereof';

              
	 	7.	
                European
                  Patent Application No.: 00928370.6, titled: "Noscapine Derivatives
                  as
                  Adjuvant Compositions and Methods of Use Thereof'; and

              
	 	8.	
                United
                  States Patent No.: 6,673,814, titled: "Delivery Systems and Methods
                  for
                  Noscapine and Noscapine Derivatives, Useful as Anticancer Agents";
                  and

              


      

       

    

    B. Licensed
      Patents Group II.

     

    1.
      United
      States Patent Application No.: 60/557,266, titled: "Novel Alkaloids for Cancer
      Therapy".

     

    3. Paragraph
      3.3.1, which reads as:

     

    3.3.1 CBT,
      its
      Affiliates or its sublicensee shall pay EMORY a milestone payment (the
      "Milestone Payment") in the amount specified below no later than thirty (30)
      days after the occurrence of the corresponding event designated below for the
      First Licensed Product:

    

      
        	
                 Event

              	
                Milestone
                  Payment

              
	 	 	 
	
                (i)
                  

              	
                The
                  date of commencement of the first Phase I trial by CBT,
                  its Affiliates, or sublicensees for the First Licensed
                  Product

              	
                $[***]

              
	 	
                 

              	 
	
                (ii)

              	
                The
                  date of commencement of the first Phase III Clinical Trial
                  for the First Licensed Product

              	
                $[***]

              
	 	
                 

              	 
	
                (iii)

              	
                The
                  date of Regulatory Approval or Authorization of the First
                  Licensed Product.

              	
                $[***]
                  

              
	 	
                 

              	 
	
                (iv)

              	
                The
                  date of Regulatory Approval or Authorization of the First Licensed
                  Product
                  or Consecutive Licensed Product in
                  an additional new
                  indication (limit 3 )

              	
                $[***]
                  for each new approval
                  (limit 3)

              


      



    Should
      the First Licensed Product be abandoned by CBT, its Affiliate or sublicensee
      for
      any reason following the filing of an IND or its equivalent in a Major Market
      and prior to the First Commercial Sale and should another Licensed Product
      commence Phase III Clinical Trials, then such Licensed Product shall become
      the
      replacement First Licensed Product and CBT, its Affiliate or sublicensee shall
      resume the Milestone Payments, starting at the event subsequent to the event
      for
      which a Milestone Payment had already been paid. No Milestone Payment shall
      be
      paid more than once for the First Licensed Product.

     

    is
      hereby
      amended and shall read as:

     

    3.3.1 CBT,
      its
      Affiliates or its sublicensee shall pay EMORY
      a
      milestone payment (the "Milestone Payment") in the amount specified below no
      later than thirty (30) days after the occurrence of the corresponding event
      designated below for the First Licensed Product from 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Licensed
      Patents Group I and for the First Licensed Product from Licensed Patents Group
      II of Appendix A.

    

      
        	
                 Event

              	
                Milestone
                  Payment

              
	 	 	 
	
                (i)
                  

              	
                The
                  date of commencement of the first Phase I trial by CBT,
                  its Affiliates, or sublicensees for the First Licensed
                  Product

              	
                $[***]
                  

              
	 	
                 

              	 
	
                (ii)

              	
                The
                  date of commencement of the first Phase III Clinical Trial
                  for the First Licensed Product

              	
                $[***]
                  

              
	 	
                 

              	 
	
                (iii)

              	
                The
                  date of Regulatory Approval or Authorization of the First
                  Licensed Product.

              	
                $[***]

              
	 	
                 

              	 
	
                (iv)

              	
                The
                  date of Regulatory Approval or Authorization of the First Licensed
                  Product
                  or Consecutive Licensed Product in
                  an additional new
                  indication (limit 3 )

              	
                $[***]
                  for each new approval
                  (limit 3)

              


      

Should
      the First Licensed Product of Licensed Patent Group I or of Licensed Patents
      Group II be abandoned by CBT, its Affiliate or sublicensee for any reason
      following the filing of an IND or its equivalent in a Major Market and prior
      to
      the First Commercial Sale and should another Licensed Product of the same
      Licensed Patents Group commence Phase III Clinical Trials, then such Licensed
      Product shall become the replacement First Licensed Product for that Licensed
      Patents Group and CBT, its Affiliate or sublicensee shall resume the Milestone
      Payments, starting at the event subsequent to the event for which a Milestone
      Payment had already been paid. No Milestone Payment shall be paid more than
      once
      for the First Licensed Product of Licensed Patents Group I or for the First
      Licensed Product of Licensed Patent Group II.

     

    4. That
      part
      of Paragraph 3.6, which reads as:

     

    3.6 Research
      Agreement. CBT
      and
      EMORY agree to enter into and execute a Research Agreement with a term of 2
      year(s), within ninety (90) days of the last date of signing below, regarding
      work by the Inventors, led by Dr. Judith Kapp, in accordance with a mutually
      agreed upon project plan. Such Research Agreement shall be consistent with
      the
      terms of this Agreement, including but not limited to, terms of this Section
      3.6
      and shall be in the form attached to this License Agreement as Appendix "C".
      Such Research Agreement shall require CBT to commit Seventy-Five
      Thousand Dollars ($75,000) of direct research funds plus fifty-two
      percent (52%) for EMORY's benefits and overhead in the amount Thirty
      Nine Thousand Dollars ($39,000) in unrestricted indirect funding to
      EMORY.

    


    is
      hereby
      amended and shall read as:

     

    3.6 Research
      Agreement.
      CBT and
      EMORY agree to enter into and execute a Research Agreement with a term of 2
      year(s), within ninety (90) days of the last date of signing below,
      regarding
      work by the Inventors, led by
      Dr.
      Harish Joshi, in accordance with a mutually agreed upon project plan. Such
      Research Agreement shall be consistent with the terms of this Agreement,
      including but not limited to, terms of this Section 3.6 and shall be in the
      form
      attached to this License Agreement as Appendix "C". Such Research Agreement
      shall require CBT to commit Seventy-Five Thousand Dollars ($75,000) of
      direct research funds plus fifty-two percent (52%) for EMORY's
      benefits and overhead in the amount Thirty
      Nine Thousand Dollars ($39,000) in unrestricted indirect funding to
      EMORY.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    5. Except
      as
      amended by this FIRST Amendment, all of the terms and conditions of the License
      Agreement, as originally drafted, shall remain in full force and
      effect.

     

    IN
      WITNESS WHEREOF, the
      parties have caused this FIRST Amendment to the License Agreement to be executed
      by their duly authorized officers on the day and year first written
      above.

     

    
      	 	 	 	 
	
              EMORY
                UNIVERSITY  

            	 	 	COUGAR BIOTECHNOLOGY,
              INC.
	 	 	 	 
	 	 	 	 
	/s/ Todd
              T.
              Sherer	 	 	/s/ Alan
              H.
              Auerbach
	
              
                

              

              Name:  Todd T. Sherer, Ph.D.
Title: 
                Assistant Vice President and Director

                     
                Office of Technology Transfer

            	 	 	
              
Name: 
Alan
              H. Auerbach
Title:  Chief Executive
              Officer 

	 	 	 	 
	Date: 
              	 	 	Date: