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EXHIBIT 10.58
SECOND AMENDED AND RESTATED PROMISSORY NOTE


                           SECOND AMENDED AND RESTATED
                                 PROMISSORY NOTE

$277,500
October 15, 2001                                           San Diego, California

         FOR VALUE RECEIVED, Randall E. Woods and Nancy Saint Woods, a married
couple residing in the State of California ("BORROWERS"), hereby unconditionally
jointly and severally promise to pay to the order of Corvas International, Inc.,
a Delaware corporation ("LENDER"), in lawful money of the United States of
America and in immediately available funds, the principal sum of $277,500 (the
"LOAN") which shall be due and payable on the dates and in the manner set forth
below. This Second Amended and Restated Promissory Note (this "NOTE") amends and
restates in its entirety that certain Amended and Restated Secured Promissory
Note, dated August 28, 1997, issued by Borrowers to Lender, as amended pursuant
to that certain First Amendment to Amended and Restated Secured Promissory Note,
dated as of September 17, 1998, further amended pursuant to that certain Second
Amendment to Amended and Restated Secured Promissory Note, dated as of July 7,
1999, and further amended pursuant to that certain Third Amendment to Amended
and Restated Secured Promissory Note, dated as of September 12, 2000
(collectively, the "PRIOR LOAN DOCUMENTS").

         1. PRINCIPAL REPAYMENT. The outstanding principal balance of the Loan
shall be repaid on the dates and in the amounts set forth below.

                  REPAYMENT DATE                     REPAYMENT AMOUNT

                  December 14, 2001                  $27,750

                  February 15, 2002                  $55,500

                  May 15, 2002                       $83,250

                  August 15, 2002                    $111,000

In addition, the outstanding principal balance of the Loan may be prepaid in
full at any time without penalty or premium.

         2. PLACE OF PAYMENT. All amounts payable hereunder shall be payable at
the office of Lender, 3030 Science Park Road, San Diego, CA 92121, unless
another place of payment shall be specified in writing by Lender.

         3. APPLICATION OF PAYMENTS. All payments on this Note shall be applied
first to any outstanding costs or expenses of Lender owed or owing by Borrowers
to Lender in accordance with the terms hereof and thereafter to the outstanding
unpaid principal balance of the Loan.

         4. DEFAULT. Each of the following events shall be an "EVENT OF DEFAULT"
hereunder:

            (a) Borrower fails to pay timely any amount due under this Note on
the dates the same becomes due and payable;


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            (b) Borrower files any petition or action for relief under any
bankruptcy, reorganization, insolvency or moratorium law or any other law for
the relief of, or relating to, debtors, now or hereafter in effect, or makes any
assignment for the benefit of creditors or takes any corporate action in
furtherance of any of the foregoing;

            (c) An involuntary petition is filed against Borrower (unless such
petition is dismissed or discharged within sixty (60) days) under any bankruptcy
statute now or hereafter in effect, or a custodian, receiver, trustee, assignee
for the benefit of creditors (or other similar official) is appointed to take
possession, custody or control of any property of Borrower; or

            (d) In the event that Randall E. Woods is no longer an employee of
Lender for any reason.

Upon the occurrence of an Event of Default hereunder, all unpaid principal and
other amounts owing hereunder shall, at the option of Lender, and, in the case
of an Event of Default pursuant to (b), (c) and (d) above, automatically, be
immediately due, payable and collectible by Lender pursuant to applicable law.

         5. WAIVERS; COSTS OF COLLECTION. Each of the Borrowers hereby waives
presentment and demand for payment, notice of dishonor, protest and notice of
protest of this Note, and shall pay on demand all costs and expenses of Lender
in the collection of any amounts under this Note, including, without limitation,
reasonable attorneys' fees, costs and other expenses. The right to plead any and
all statutes of limitations as a defense to any demands hereunder is hereby
waived to the full extent permitted by law.

         6. RELEASE OF SECURITY INTEREST. By acceptance of this Note, Lender
acknowledges and agrees that any security interest previously granted by either
or both Borrowers under any of the Prior Loan Documents in order to secure
Borrowers' obligations under any of the Prior Loan Documents or this Note is
hereby terminated and released.

         7. GOVERNING LAW. This Note shall be governed by, and construed and
enforced in accordance with, the laws of the State of California, excluding
conflict of laws principles that would cause the application of laws of any
other jurisdiction.

         8. SUCCESSORS AND ASSIGNS. The provisions of this Note shall inure to
the benefit of and be binding on any successor to each of the Borrowers and
shall extend to any holder hereof.

                                                BORROWERS


                                                /s/ RANDALL E. WOODS
                                                --------------------------------
                                                Randall E. Woods


                                                /s/ NANCY SAINT WOODS
                                                --------------------------------
                                                Nancy Saint Woods


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