Intellectual Property Security Agreement



 Exhibit 10.2 
 INTELLECTUAL PROPERTY SECURITY AGREEMENT 
 This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 15th day of April, 2008 by
and between CV THERAPEUTICS, INC., a Delaware corporation (“Grantor”), and TPG-AXON ROYALTY TRUST, a trust established under the laws of the Republic of Ireland (“Secured Party”).

 RECITALS 
 Grantor has agreed to sell the right to receive certain payments to Secured Party (the “Royalty”) based on sales of Regadenoson, the chemical name and structure of which are set forth on Exhibit A attached
hereto (“Regadenoson”), pursuant to a certain Asset Sale and Purchase Agreement dated as of April 10, 2008 between Grantor and Secured Party, as amended from time to time (as amended, the “Purchase
Agreement”). The closing of the transactions contemplated by the Purchase Agreement is contingent upon the execution and delivery of this IP Agreement. Secured Party is willing to enter into the Purchase Agreement with Grantor, but only
upon the condition, among others, that Grantor shall grant to Secured Party a security interest in certain patents, patent applications and other assets, to secure the payment and performance of Grantor’s obligations under the Purchase
Agreement and the other Transaction Documents. Defined terms used but not defined herein shall have the same meanings as in the Purchase Agreement. 
 AGREEMENT 
 NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby
acknowledged and intending to be legally bound, Grantor hereby represents, warrants, covenants and agrees as follows: 
 Effective as
of the Closing Date, Grantor does hereby grant to Secured Party a continuing security interest of first priority in all of Grantor’s right, title and interest in, to and under the following registered and unregistered intellectual property
collateral, whether now or hereafter existing, and any and all proceeds thereof, as security for the prompt and complete payment and performance of all of Grantor’s obligations now or hereafter existing under the Purchase Agreement, this IP
Agreement, and the other Transaction Documents (all of which shall collectively be called the “Intellectual Property Collateral”): 
 (a) All Licensed Patents in the Territory set forth on Exhibit B attached hereto and any Licensed Patents in the Territory
issued after the date of this Agreement (the “Patents”); 
 (b) All Licensed Know-How in the
Territory; 
 (c) All licenses or other rights to use any of the Licensed Patents in the Territory, including, without
limitation, the licenses under the Astellas Agreement (collectively, the “Licenses”); 
 (d) Any and
all claims and causes of action for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the
intellectual property rights identified above; 
  

 1. 








 (e) All amendments, extensions, renewals and extensions of any of the Patents or the
Licenses; 
 (f) The CVT Royalty Interest; and 
 (g) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty
payable in respect of any of the foregoing. 
 This security interest is granted in conjunction with the security interest granted to Secured
Party under the Purchase Agreement. Upon the occurrence and during the continuance of a CVT Event of Default, Secured Party shall have the right to exercise all the remedies of a secured party under the Code. Grantor will pay any expenses (including
reasonable attorney’s fees) incurred by Secured Party in connection with the exercise of any of Secured Party’s rights hereunder, including without limitation any expense incurred in disposing of the Intellectual Property Collateral. All
of Secured Party’s rights and remedies with respect to the Intellectual Property Collateral shall be cumulative. 
 Grantor represents
and warrants that Exhibit B attached hereto sets forth any and all intellectual property rights in connection with which Grantor has registered or filed a patent application with the United States Patent and Trademark Office with respect to
Regadenoson. 
 The provisions of this IP Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns. Neither this IP Agreement nor any rights or obligations hereunder may be assigned, sold or otherwise disposed of or transferred in whole or in part by any party, by operation of law or otherwise, without the prior
written consent of the other party, except in accordance with the terms of Section 9.6 of the Purchase Agreement in the same manner as a permitted assignment of some or all of a party’s rights and/or obligations under the Purchase
Agreement. 
 This IP Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New
York, as applied to agreements executed and performed entirely in New York, without giving effect to the principles of conflicts of law thereof other than Section 5-1401 of the General Obligations Law of the State of New York. 
 [Signature pages follow.] 
  

 2. 








 IN WITNESS WHEREOF, the parties have caused this IP
Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above. 
  

									
	GRANTOR:	 		 	SECURED PARTY:
			
	CV THERAPEUTICS, INC.	 		 	PFPC BANK LIMITED
		 		 	in its sole capacity as trustee, and on behalf, of
		 		 	TPG-AXON ROYALTY TRUST,
	By: 	 	Louis G. Lange	 		 	a trust established under the laws of the Republic of Ireland
		 		 		 	
	Print Name: 	 	Louis G. Lange, M.D., Ph.D.	 		 	
	Title: 	 	Chairman of the Board and Chief	 		 	
		 	Executive Officer	 		 	
		 		 		 	By:	 	Paul Halley
		 		 		 	Name: 	 	Paul Halley
		 		 		 	Title:	 	Head of Trustee and Custodial Services

  

 3. 








 EXHIBIT A 
 REGADENOSON 
 

 
 known as (1-{9-[(4S, 2R, 3R,
5R)-3,4-dihydroxy-5-(hydroxymethyl)oxolan-2-yl]-6-aminopurin-2-yl}pyrazol-4-yl)-N-methylcarboxamide, and identified by the Chemical Abstracts Service Registry Number 313348-27-5. 
  

 4. 








 EXHIBIT B 
 LICENSED PATENTS 
  

							
	 Country
	  	 Application No.
	  	 Patent / Publication No.
	  	 Title

	 Patent Cooperation
 Treaty (“PCT”)
	  	PCT/US00/40281	  	WO 00/78779 A2	  	N-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 PCT
	  	PCT/US00/17095	  	WO 00/78778 A2	  	C-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 PCT
	  	PCT/US01/05831	  	WO 01/62979 A2	  	METHOD OF IDENTIFYING PARTIAL AGONISTS OF THE A2A RECEPTOR
				
	 PCT
	  	PCT/US03/23511	  	WO 2004/011010 A1	  	MYOCARDIAL PERFUSION IMAGING USING A2A RECEPTOR AGONISTS
				
	 PCT
	  	PCT/US04/002304	  	WO 2005/082379 A1	  	MYOCARDIAL PERFUSION IMAGING USING ADENOSINE RECEPTOR AGONISTS
				
	 PCT
	  	PCT/US2005/037368	  	WO 2006/044856 A2	  	USE OF A2A ADENOSINE RECEPTOR AGONISTS
				
	 PCT
	  	PCT/US2007/003022	  	WO 2007/092372 A1	  	PROCESS FOR PREPARING AN A2A-ADENOSINE RECEPTOR AGONIST AND ITS POLYMORPHS
				
	 United States
	  	US 09/338,185	  	US 6,403,567 B1	  	N-PYRAZOLE A2A ADENOSINE RECEPTOR AGONISTS
				
	 United States
	  	US 10/018,446	  	US 6,642,210 B1	  	2-(N-PYRAZOLO) ADENOSINES WITH APPLICATION AS ADENOSINE A2A RECEPTOR
AGONISTS
				
	 United States
	  	US 10/652,378	  	US 7,183,264 B2	  	N-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 United States
	  	US 11/252,760	  	US 7,144,872 B2	  	N-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 United States
	  	US 11/588,834	  	US 2007/0203090 A1	  	N-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 United States
	  	US 09/338,327	  	US 6,214,807 B1	  	C-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 United States
	  	US 09/812,176	  	US 6,855,818 B2	  	C-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 United States
	  	US 10/018,758	  	US 6,770,634 B1	  	C-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 United States
	  	US 10/813,535	  	US 7,109,180 B2	  	C-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 United States
	  	US 11/522,120	  	US 2007/0207978 A1	  	C-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 United States
	  	US 11/070,768	  	US 2005/0175535 A1	  	MYOCARDIAL PERFUSION IMAGING METHOD
				
	 United States
	  	US 10/629,368	  	US 2004/0064039 A1	  	MYOCARDIAL PERFUSION IMAGING METHOD
				
	 United States
	  	US 10/766,403	  	US 2005/0020915 A1	  	MYOCARDIAL PERFUSION IMAGING METHODS AND COMPOSITIONS
				
	 United States
	  	US 11/253,322	  	US 2006/0084625 A1	  	USE OF A2A ADENOSINE RECEPTOR AGONISTS
				
	 United States
	  	US 11/701,699	  	US 2007/0265445 A1	  	PROCESS FOR PREPARING AN A2A-ADENOSINE RECEPTOR AGONIST AND ITS POLYMORPHS
				
	 United States
	  	US 11/750,295	  	US 2007/0225247 A1	  	PROCESS FOR PREPARING AN A2A-ADENOSINE RECEPTOR AGONIST AND ITS POLYMORPHS

  

 5. 









							
	 Country
	  	 Application No.
	  	 Patent / Publication No.
	  	 Title

	 United States
	  	US 11/766,964	  	US 2007/0299089 A1	  	USE OF A2A ADENOSINE RECEPTOR AGONISTS IN THE TREATMENT OF ISCHEMIA
				
	 United States
	  	US 11/848,743	  	Not published	  	METHODS AND COMPOSITIONS FOR INCREASING PATIENT TOLERABILITY DURING MYOCARDIAL IMAGING METHODS
				
	 United States
	  	US 11/864,437	  	Not published	  	METHODS FOR MYOCARDIAL IMAGING IN PATIENTS HAVING A HISTORY OF PULMONARY DISEASE
				
	 United States
	  	US 11/969,047	  	Not published	  	MYOCARDIAL PERFUSION IMAGING
				
	 Canada
	  	CA2000002377746	  	CA2377746 C	  	N-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 Canada
	  	CA2000002375430	  	CA2375430 C	  	C-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 Canada
	  	CA2001002439222	  	CA2439222AA	  	METHOD OF IDENTIFYING PARTIAL AGONISTS OF THE A2A RECEPTOR
				
	 Canada
	  	CA2003002492855	  	CA2492855AA	  	MYOCARDIAL PERFUSION IMAGING USING A2A RECEPTOR AGONISTS
				
	 Canada
	  	CA2004002554169	  	CA2554169AA	  	MYOCARDIAL PERFUSION IMAGING USING ADENOSINE RECEPTOR AGONISTS
				
	 Canada
	  	CA2005002583185	  	CA2583185AA	  	USE OF A2A ADENOSINE RECEPTOR AGONISTS
				
	 Mexico
	  	MX2001PA0013325	  	MX244944	  	N-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 Mexico
	  	MX2001PA0013350	  	MX245023	  	C-PYRAZOLE A2A RECEPTOR AGONISTS
				
	 Mexico
	  	MX2005PA0001123	  	Only abstract published	  	MYOCARDIAL PERFUSION IMAGING USING A2A RECEPTOR AGONISTS
				
	 Mexico
	  	MX2006PA008521	  	Only abstract published	  	MYOCARDIAL PERFUSION IMAGING USING ADENOSINE RECEPTOR AGONISTS
				
	 Mexico
	  	MX2007PA004749	  	Only abstract published	  	USE OF A2A ADENOSINE RECEPTOR AGONISTS

  

 6.