Exhibit
      10.1




**First
      Amendment to the License Agreement**


**Between
      Emory University and AtheroGenics**








This
      First Amendment (the “First Amendment”) having an effective date of August 3,
      2005 amends the License Agreement between Emory University (“Emory”) and
      AtheroGenics Inc. (“AtheroGenics”) with an effective date of January 11, 1995,
      attached hereto as Attachment 1.








WHEREAS,
      discussions have occurred between Emory and AtheroGenics concerning certain
      payments, royalties and other provisions;





WHEREAS,
      the parties agree that as of the effective date of this First Amendment, no
      royalties or milestones or other payments are due from AtheroGenics to
      Emory;





WHEREAS,
      the parties wish to modify certain provisions of the License Agreement,
      including, but not limited to, payment provisions;








NOW
      THEREFORE, the parties agree as follows:





1.  Section
      2.8 of the Agreement is hereby deleted in its entirety and replaced with the
      following provision:





2.8
“Licensed
      Product” shall mean any process, service, product, or composition of matter, the
      manufacture, use, method of using, design, discovery, improvement, invention,
      or
      structure of which is claimed in any Licensed Patent (“Invention”) or which
      incorporates or utilizes any Licensed Subject Matter. For the avoidance of
      doubt, AGI-1067, AGI-1096, and AGI-4207 are specifically included within the
      definition of Licensed Product.








2.  The
      following Sections of the Agreement are hereby deleted in their
      entirety:





Section
      2.14 “Net Revenue”


Section
      2.15 “Net Selling Price”


Section
      2.16 “Passthrough Royalties”


Section
      2.19 “Sublicensee Royalties”





3.  Section
      2.13
      is deleted in its entirety and replaced with the following
      provision:





2.13
“Net
      Distributions” shall mean the gross consideration received by AtheroGenics from
      a sublicense of, or through a joint venture with respect to, Licensed Products
      and/or Licensed Subject Matter in the Licensed Territory. Specifically excluded
      from Net


1


Distributions
      is any remuneration received by AtheroGenics as reimbursement for actual costs
      incurred in the future by AtheroGenics specifically in connection with and
      subsequent to the execution of any such sublicense or joint
      venture.





4.  The
      following
      Section is added to Article 2 of the Agreement:





2.22  “Net
      Profit” shall mean the gross selling price received by AtheroGenics, or an
      Affiliate, from a third-party other than a sublicensee or joint venture partner
      from the sale of or other exploitation of Licensed Products and/or Licensed
      Subject Matter (net of discounts, allowances, sales or other similar taxes,
      rebates and returns, import and/or export duties), less cost of goods sold
      for
      Licensed Products and/or Licensed Subject Matter.








5.  Article
      5 of
      the Agreement is hereby deleted in its entirety and replaced with the following
      provision:





**ARTICLE
      5. PAYMENTS**





AtheroGenics
      shall pay Emory * of Net Distributions and Net Profit.








6.  Section
      6.1
      of the Agreement is hereby deleted in its entirety and replaced with the
      following provision:




6.1 **Reports
      and Records.** During
      the term of this Agreement, AtheroGenics shall furnish, or cause to be furnished
      to Emory, written reports showing the calculations used to determine Net
      Distributions and/or Net Profit, as applicable. Such reports shall be made
      semiannually after the first commercial marketing of a Licensed Product and
      due
      within ninety (90) days of the close of every second and fourth AtheroGenics’
      fiscal quarter. AtheroGenics shall keep accurate records in sufficient detail
      to
      enable payments payable hereunder to be determined.





7.  Section
      12.3(c) of the Agreement is hereby deleted in its entirety. New Section 12.6
      is
      added:





12.6 **Insurance
      Notice.** AtheroGenics shall provide Emory with no less than thirty (30) days’ written
      notice of any material change in the terms, coverage or the cancellation of
      the
      insurance policy referenced in Section 12.3.





8.  Section
      14.1
      of the Agreement is hereby deleted in its entirety and replaced with the
      following provision:


*
            CONFIDENTIAL TREATMENT REQUESTED
 2


14.1 **Term** .
      The
      term of this Agreement shall commence on the Effective Date and, unless sooner
      terminated as otherwise provided for in this Agreement, shall continue in full
      force and effect until October 30, 2012. After such termination, AtheroGenics’
      payment obligations hereunder shall cease, and AtheroGenics shall be entitled
      to
      continue to utilize, on a non-exclusive basis, within the Field all inventions,
      data or other information described and/or claimed in Licensed Patents and
      all
      technical information and data comprising Licensed Technology.





9.  The
      first
      sentence of Section 16.3 of the Agreement is hereby deleted and replaced by
      the
      following text:





AtheroGenics
      shall mark Licensed Products as customary and appropriate.





10.  AtheroGenics
      contact for Notices in Article 18 is hereby modified as follows:





AtheroGenics,
      Inc.


Attn:
      Vice
      President, Business Development


8995
      Westside
      Parkway


Alpharetta,
      GA 30004











IN
      WITNESS WHEREOF, Emory and AtheroGenics have caused this First Amendment to
      be
      signed by their duly authorized representatives as of the day and year indicated
      below.








EMORY
      UNIVERSISTY:     ATHEROGENICS,
      INC.





By: /s/MICHAEL
      J. MANDL    By: /s/MARK
      P. COLONNESE


Michael
      J. Mandl     Mark P.
      Colonnese


Senior Vice President Finance


and
      Administration and


Chief Financial Officer





Date:
      ____ 8/3/05____________    Date:
      ___ 8/3/05______________




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