**EXHIBIT 10.30 D**
**THIRD AMENDMENT TO LICENSE AGREEMENT**
     **This Third Amendment to the License Agreement** (the “**Third Amendment**”) is made andentered into as of November 23, 2004 (“**Third Amendment Execution Date**”), by and between **TheUniversity of Kansas Center for Research, Inc.**, a Kansas not-for-profit corporation(“**Licensor**”), and **ProQuest Pharmaceuticals, Inc.**, a Delaware corporation and successor bymerger to **ProQuest Pharmaceuticals, Inc.,**a Kansas corporation, (“**Licensee**”). Licensorand Licensee may be referred to herein as “**Party**” or, collectively, as “**Parties**.” All capitalizedterms used but not defined in this Third Amendment have the meaning given them in the Agreement.
     **Whereas,**Licensor and Licensee are parties to the License Agreement dated April 2,1999, as amended April 26, 2002 (effective February 6, 2002) and August 20, 2004 (the “**Agreement**”),pursuant to which Licensor granted to Licensee an exclusive license under certain proprietarycyclic peptide, prodrug and inhalation technologies to develop, make, use and sell products;
     **Whereas**, Licensor and Licensee are also parties to the License Agreement dated July6, 2001 (the “**2001 License**”) pursuant to which Licensor granted to Licensee an exclusive licenseunder certain pending US and foreign patent applications claiming novel N-H bond containingprodrugs;
     **Whereas,**Licensee desires to return to Licensor all Patent Rights under the Agreement(except those specifically described in the amended Section 1.08 below) including withoutlimitation those rights relating to US Patent 5,672,584 (the Cyclic Peptide Patent) and anycorresponding foreign patent applications and patents, US Patent 6,451,776 (the “Alcohol ProdrugPatent”), US Patent 5,985,856 (the Secondary and Tertiary Amine Patent) and any correspondingforeign patent applications and patents (collectively, the “**Returned Patent Rights**”), and Licenseedesires to terminate and return all rights under the 2001 License; and
     **Whereas****,**the Parties now desire to document the termination of the 2001 License andto amend the Agreement to narrow the licensed rights to certain prodrug technologies and to reflectthe Parties’ agreement regarding the elimination of certain payment terms under the Agreement.
     **Now, Therefore****,**in consideration of the foregoing premises and the covenantscontained herein, and for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, Licensor and Licensee hereby agree as follows:
**1. Third Amendment Effective Date.**This Third Amendment is subject to, and shall become effectiveupon, the Effective Time of the merger of Licensee with and into a wholly-owned subsidiary ofGuilford Pharmaceuticals Inc. pursuant to the terms of the Agreement and Plan of Merger by andamong Licensee, Guilford Pharmaceuticals Inc. and PQ Acquisition Sub., Inc. (the date on which theEffective Time occurs, the “**Third Amendment Effective Date**”). If the Effective Time of such mergerhas not occurred by March 31, 2005, this Third Amendment shall be of no further force and effect.
**2. Patent Rights Definition.**Section 1.08 of the Agreement, is deleted in its entirety andreplaced with the following:
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1.08 “**Patent Rights**” shall mean (i) U.S. Patent 6,204,257 (the “Phenol Prodrug Patent”),(ii) any corresponding foreign patent applications and patents, (iii) U.S. patentapplication 10/208647 (a pending continuation application claiming the priority date of thePhenol Prodrug Patent), and (iv) all divisions, continuations, continuations-in-part,patents of addition, and substitutions of, and all patents issuing on, any of the foregoing,together with all registrations, reissues, reexaminations or extensions of any kind withrespect to any such patents, in each case to the extent the same claim and disclose subjectmatter in the Phenol Prodrug Patent and any patents issued thereon.
On June 11, 2002, Dr. Roger A. Rajewski and Dr. Michelle P. McIntosh submitted to KU andLicensor a certain invention disclosure questionnaire describing an invention referred to as“Delivery of a Sedative/Anti-Emetic Compound Via Inhalation (the “Inhalation Technology”).The term “Patent Rights” shall also include – in addition to any rights that would otherwisebe treated as “Patent Rights” under this Section 1.08 – (i) the draft patent applicationrelated to the Inhalation Technology, and any revisions thereof, in existence on the ThirdAmendment Effective Date (“Existing Application”), (ii) any patents issued thereon, (iii)all patents and patent applications claiming (or which could claim) priority therefromincluding all divisions, continuations, continuations-in-part, patents of addition, andsubstitutions of any of the foregoing, (iv) any corresponding foreign patent applicationsand patents, and (v) all registrations, reissues, reexaminations or extensions of any kindwith respect to any of the foregoing.
**3.   Exhibit A.**Exhibit A is hereby deleted in its entirety. Exhibits 1 and 2, to the extentincorporated under the Agreement by the amendment dated August 20, 2004 are hereby deleted in theirentirety.
**4.   License Definition.**Section 1.07 of the Agreement is deleted in its entirety and replaced withthe following:
1.07 “**License Revenue**” shall mean the gross amount of revenues, including royalties,lump-sum payments, annual fees and other payments, received by Licensee from the sale, oruse of Product, or received by Licensee or its Affiliates solely in connection with Productunder a License. For clarity, License Revenue does not include any amounts received byLicensee from the sale or use of Propofol Product or received by Licensee or its Affiliatesin connection with Propofol Product under a License.
**5.   Phase 1 Financing Definition.**Section 1.09 is hereby deleted in its entirety.
**6.   Product Definition.**Section 1.10 of the Agreement is deleted in its entirety and replaced withthe following:
1.10 “**Product**” shall mean any pharmaceutical or veterinary products covered by one or moreof the claims of an issued patent under the Patent Rights, but excluding Propofol Product.For clarity, “Product” shall include compositions of matter, processes of making, andmethods of using.
**7.   Propofol Product Definition.**Article 1 of the Agreement is amended to add the following newdefinition in Section 1.14:
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1.14 “**Propofol Product**” shall mean prodrugs of propofol, their compositions, methods of use,and processes for making as claimed by the Patent Rights.
**8.   Propofol Product Buyout.**As consideration for the purchase of Licensor’s rights to receiveroyalty payments earned under the License Agreement based on the development, manufacture, use,distribution or sale of the Propofol Product by or on behalf of Licensee, Licensee shall payLicensor on the Third Amendment Effective Date a total payment equal to One Hundred Eighty ThousandDollars ($180,000.00).
**9.    License Grant.**
       **(a) **Sections 2.01 and 2.02 of the Agreement are deleted in their entirety andreplaced with the following:
2.01 Subject to the limitations in Sections 2.03, Licensor hereby grants to Licensee andLicensee accepts, an exclusive, worldwide license under the Patent Rights and Know-How todevelop, have developed, make, have made, use, distribute for sale, have distributed forsale, sell and have sold Product, upon the terms and subject to the conditions of thisArticle and this Agreement.
2.02 Subject to the limitations in Sections 2.03, Licensor hereby grants to Licensee andLicensee accepts, an irrevocable, royalty-free, fully-paid, exclusive, worldwide licenseunder the Patent Rights and Know-How to develop, have developed, make, have made, use,distribute for sale, have distributed for sale, sell and have sold Propofol Product, uponthe terms and subject to the conditions of this Article and this Agreement.
**(b)**Section 2.04 is hereby deleted in its entirety.
  **10. Amendment of Article 3.**
        **(a) **Section 3.01 of the Agreement is deleted in its entirety and replaced with thefollowing:
3.01 As consideration for the license granted to Licensee by Licensor under Section 2.01 ofthis Agreement, Licensee shall pay to Licensor as royalties two percent (2%) of LicenseRevenue derived by Licensee under the Patent Rights from the sale or use of Product.
               (i) Royalties due under this Section 3.01 shall be payable on a country-by-country andProduct-by-Product (as applicable) basis until the expiration, nullification, final judgmentof invalidity or abandonment after exhaustion of all appeals of the last-to-expire,last-to-be nullified, last-to-be held invalid or last-to-be abandoned claim of an issuedpatent under the Patent Rights in such country covering a Product or other applicableLicense Revenue.
               (ii) Notwithstanding the foregoing provisions of this Article 3, in no event shall theroyalty payable with respect to License Revenue from a particular Product exceed 2.0%,regardless of the number of patents that cover such Product.
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**(b)**Sections 3.02, 3.03 and 3.04 are deleted in their entirety.
**11. Amendment of Article 5**. Section 5.01 of the Agreement is deleted in its entirety and replacedwith the following:
     5.01 Licensor shall deliver to Licensee, and Licensee shall have the right to use during theterm of this Agreement, all available Know-How, documents, information and data which is owned byLicensor which may be reasonably expected to assist Licensee in the development andcommercialization of Product and/or Propofol Product.
**12. Payment of Past Patent Expenses.**In full satisfaction of Licensee’s obligation under Section7.03(iii) of the Agreement, Licensee shall pay to Licensor on the Third Amendment Effective Date atotal payment equal to Two Hundred Forty Three Thousand Six Dollars and Fifty Six Cents($243,006.56). Licensee shall be responsible for all patent expenses for Returned Patent Rightsincurred on or before the Third Amendment Effective Date. As of the Third Amendment EffectiveDate, Licensor shall be solely responsible for any further prosecution and maintenance of theReturned Patent Rights that Licensor elects to undertake, at its sole discretion, and Licensorshall be responsible for any fees and expenses related thereto incurred after the Third AmendmentEffective Date.
**13. Amendment of Article 7.**Article 7 is deleted in its entirety and replaced with the following:
**ARTICLE 7 – PATENT PROSECUTION AND MAINTENANCE**
7.01 Beginning on the Third Amendment Effective Date, Licensee – as between the partieshereto – shall be responsible for the preparation, filing and prosecution of the ExistingApplication in the United States. Except as set forth in Section 7.05 below, (i) beginningon the Third Amendment Effective Date, Licensee shall diligently endeavor to prepare, fileand prosecute the Existing Application, and (ii) Licensee shall be responsible for and shallpay all fees and expenses associated with such preparation, filing and prosecution of theExisting Application in the United States (to the extent such fees and expenses are incurredafter the Third Amendment Effective Date). Beginning on the Third Amendment Effective Date,Licensee shall be responsible for, and shall pay all fees and expenses associated with, themaintenance of (a) the Phenol Prodrug Patent and any foreign counterparts of the foregoing,and (b) all other patents issuing from the Existing Application.
7.02 Licensee shall have the right to prepare, file, prosecute and maintain, at its ownexpense, additional patent applications in the United States and foreign countries claiming(or which could claim) priority from the Existing Application or the Phenol Prodrug Patent(including the pending U.S. continuation application 10/208647, which claims the benefit ofthe filing date of the Phenol Prodrug Patent).
7.03 Beginning on the Third Amendment Effective Date, Licensee shall be solely responsiblefor the preparation, filing, prosecution and maintenance of pending patent applicationsunder the Patent Rights in foreign countries designated by Licensee; and except as set forthin Section 7.05 below, (i) Licensee shall pay all fees and expenses
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associated with preparing, filing and prosecuting such applications (to the extent incurredafter the Third Amendment Effective Date), and (ii) Licensee shall be responsible for allfees and expenses associated with the maintenance of patents arising from such applications(to the extent incurred after on the Third Amendment Effective Date).
7.04 Licensor and Licensee shall cooperate fully in (i) the preparation, filing, prosecutionand maintenance of Patent Rights and of all patents and patent applications licensed toLicensee hereunder, and (ii) the execution of all papers and instruments required to applyfor, prosecute and maintain Patent Rights in any country. Each party shall provide to theother prompt notice as to all matters which come to its attention and which may affect thepreparation, filing, prosecution or maintenance of any Patent Rights. Licensee shallprovide Licensor with copies of all relevant documents and shall solicit comments fromLicensor regarding the prosecution of the patent applications under Patent Rights. Licenseeshall provide Licensor sufficient time before the due date and filing thereof to review andcomment on patent applications and all material correspondence to and from the U. S. Patentand Trademark Office and patent offices in foreign countries related to all Patent Rightsgoverned by this Agreement. Licensee shall use all reasonable efforts to amend any suchpatent applications to include claims reasonably requested by Licensor.
7.05 If Licensee elects not to pursue the patent prosecution of any pending applicationwithin the Patent Rights, Licensee shall give Licensor sufficient notice to afford Licensorthe opportunity to do so at Licensor’s cost, in which event Licensor’s interest in anypatents issuing therefrom shall be free and clear of any license to Licensee under Section2.01 of this Agreement.
**14. Publication Rights for Inhalation Technology.**If the Existing Application claiming theInhalation Technology is not filed pursuant to Section 7.01 of the Agreement within ninety (90)days after the Third Amendment Effective Date and unless the Licensor and Licensee otherwise agree,Licensor shall have the right to permit the inventors and their collaborators to pursue scientificpublications and presentations relating to the Inhalation Technology.
**15. Termination Rights.**Article 9 is deleted in its entirety and replaced with the following:
**ARTICLE 9 – TERM AND TERMINATION**
9.01 The term of this Agreement and the royalty payment obligations under Section 3.01hereof (unless earlier terminated under this Article 9) expire upon the expiration,nullification, final judgment of invalidity or abandonment after exhaustion of all appealsof the last of the Patent Rights to expire, or the abandonment of the last pending patentapplication within the Patent Rights, after which the licenses pursuant to this Agreementwith respect to the Know-How for such licenses shall be fully paid-up.
9.02 If either party materially defaults in its performance of this Agreement, includingfailure to make any payment due under this Agreement, and if such default is not curedwithin sixty (60) days after receiving written notice from the other party with respect tosuch default, then such other party shall have the right to terminate this Agreement.
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**16.  Rights and Duties Upon Termination**. Article 10 is deleted in its entirety and replaced withthe following:
**ARTICLE 10 – RIGHTS AND DUTIES UPON TERMINATION**
10.01 Termination of this Agreement shall terminate all outstanding obligations andliabilities between the parties arising from this Agreement except those described inSections 2.02 (and 2.03 to the extent limiting Section 2.02), 6.01, 8.08, 11.01 and12.01-12.03, which sections shall survive termination. In addition, any other provisionrequired to interpret and enforce the parties’ rights and obligations under this Agreementshall also survive, but only to the extent required for the full observation and performanceof this Agreement.
10.02 Upon termination of this Agreement for any reason, Licensee’s rights in the PatentRights, Know-How and in the Product shall terminate, and for so long as the Patent Rightsare in effect, Licensee and its Affiliates shall cease manufacture, development, marketingand sale of Product, and all originals and copies of know-how, data, results and otherinformation collected and/or generated by Licensee and its Affiliates relating to Productprior to termination shall be delivered to Licensor within thirty (30) days thereafter,except for one copy thereof which may be retained in Licensee’s legal files solely for thepurpose of establishing the extent of its obligations thereunder. Notwithstanding anythingto the contrary contained in this Agreement (including the preceding sentence), Licensee’srights in the Patent Rights, Know How and Product to the extent related to the PropofolProduct and in the Propofol Product shall survive the termination of this Agreement andremain in full force and effect.
**17. Amendment of Section 11.01.**Section 11.01 is deleted in its entirety and replaced with thefollowing:
     Licensee shall indemnify, defend and hold harmless Licensor, the University of Kansas, theirAffiliates, and their current and former directors, trustees, officers, faculty, employees,students and agents, and their respective successors, heirs and assigns (collectively the“Indemnitees”), harmless from and against any and all liabilities, losses, claims, demands,damages, costs and expenses, fines, penalties or money judgments including without limitation courtcosts and reasonable attorneys’ fees (hereinafter “Liabilities”) incurred by or against Indemniteesor any of them arising out of the use, manufacture, sale, storage or advertising of any Product orPropofol Product.
**18. Rights and Duties Upon Return.**As of the Third Amendment Effective Date, Licensee shall haveno further rights with respect to the Returned Patent Rights. Within thirty (30) days of the ThirdAmendment Effective Date, Licensee shall return to Licensor all originals and copies of know-how,data, results and information collected and/or generated by Licensee relating to the ReturnedPatent Rights. Notwithstanding the return of the Returned Patent Rights, Licensee acknowledgesthat it remains responsible for its activities with respect to the Returned Patent Rights occurringprior to the Third Amendment Effective Date, and any liability related thereto. For avoidance ofdoubt, Licensee’s indemnification obligation under Section 11.01 of the
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Agreement shall survive the return of the Returned Patent Rights with respect to events occurringprior to the Third Amendment Effective Date.
**19. 2001 License Agreement Termination**. The 2001 License is hereby terminated in its entiretyeffective upon the Third Amendment Effective Date. As of the Third Amendment Effective Date,Licensee shall have no further rights with respect to the Patent Rights under the 2001 License andshall have those obligations under the Agreement specified to survive pursuant to Article 10.Within thirty (30) days of the Third Amendment Effective Date, Licensee shall return to Licensorall originals and copies of know-how, data, results and information collected and/or generated byLicensee relating to Product (as defined in the 2001 License). As of the Third Amendment EffectiveDate, Licensor shall be solely responsible for any further prosecution and maintenance of suchPatent Rights that Licensor elects to undertake, at its sole discretion, and Licensor shall beresponsible for any fees and expenses related thereto incurred after the Third Amendment EffectiveDate.
**20. No Other Modifications.**Except as specifically amended by this Third Amendment, the terms andconditions of the Agreement shall remain in full force and effect. This Third Amendment may beexecuted in two or more counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute one and the same instrument.
<< *Signature Page Follows*>>
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**In Witness Whereof**, the Parties hereto have caused this Third Amendment to be executed bytheir duly authorized officers as of the Third Amendment Execution Date.             **The University of Kansas**   **ProQuest Pharmaceuticals, Inc.**    **Center for Research, Inc.**                       By: /s/ James A. Roberts   By: /s/ Osborne S. Wong                            Name: James A. Roberts   Name: Osborne S. Wong                            Title: President   Title: President               
THIRD AMENDMENT TO LICENSE AGREEMENT