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Exhibit 10.31    
    


STOCK PLEDGE AGREEMENT  


        THIS STOCK PLEDGE AGREEMENT ("Pledge Agreement") is made by JAMES
HUANG, an individual ("Pledgor"), in favor of CORGENTECH INC., a Delaware
corporation, with its principal place of business at 1651 Page Mill Road, Palo Alto, California 94304 ("Pledgee"). 


        WHEREAS, Pledgor has concurrently herewith executed that certain Secured Promissory Note (the
"Note") in favor of Pledgee in the amount of Two Hundred Thousand Dollars ($200,000.00); and 


        WHEREAS, Pledgee is willing to accept the Note from Pledgor, but only upon the condition, among others, that Pledgor shall have executed
and delivered to Pledgee this Pledge Agreement and the Pledged Collateral (as defined below); 


        NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and intending to be legally bound, Pledgor hereby agrees as follows: 



        1.     As security for the full, prompt and complete payment and performance when due (whether by stated maturity, by
acceleration or otherwise) of all indebtedness of Pledgor to Pledgee created under the Note, together with, without limitation, the prompt payment of all expenses, including, without limitation,
reasonable attorneys' fees and legal expenses, incidental to the collection of the foregoing and the enforcement or protection of Pledgee's lien in and to the collateral pledged hereunder (all such
indebtedness being the "Liabilities"), Pledgor hereby pledges to Pledgee, and grants to Pledgee, a first priority security interest in all of the
following (collectively, the "Pledged Collateral"): 



        (a)   all shares of Common Stock of the Pledgee exercisable upon that certain stock option granted to Pledgor by Pledgee (the
"Pledged Stock") pursuant to that certain Stock Option Agreement executed by and between Pledgor and Pledgee dated August 1, 2002, and all common
stock, dividends, cash, instruments and other property or proceeds from time to time received, receivable or otherwise distributed upon the exercise of any or all of the Pledged Stock; 


        (b)   all voting trust certificates held by Pledgor evidencing the right to vote any shares of common stock subject to any
voting trust upon the exercise of the Pledged Options; and 


        (c)   all additional shares of Common Stock of the Pledgee and voting trust certificates from time to time acquired by Pledgor
from Pledgee in any manner (which additional shares shall be deemed to be part of the Pledged Collateral), and the certificates representing such additional shares, and all dividends, cash,
instruments and other property or proceeds from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shares. 




        The
term "indebtedness" is used herein in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities heretofore, now or hereafter made, incurred
or created, whether voluntary, or involuntary, and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and whether recovery upon such indebtedness
may be or hereafter becomes unenforceable. 


        2.     Pledgor hereby represents and warrants to Pledgee as follows: 



        (a)   Pledgor is, and at all times during which this Pledge Agreement is in effect shall be, the sole holder of record and the
sole beneficial owner of the Pledged Collateral, free and 




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clear
of any lien thereon or affecting title thereto, except for the lien created by this Pledge Agreement. 


        (b)   None of the Pledged Collateral have been transferred in violation of securities registration, securities disclosure or
similar laws of any jurisdiction to which such transfer may be subject. 


        (c)   No consent, approval, authorization or other order of any person and no consent or authorization of any governmental
authority or regulatory body is required to be made or obtained by Pledgor either (i) for the pledge by Pledgor of the Pledged Collateral pursuant to this Pledge Agreement or for the execution,
delivery, or performance of this Pledge Agreement by Pledgor; or (ii) for the exercise by
Pledgee of the voting or other rights provided for in this Pledge Agreement or the remedies with respect to the Pledged Collateral pursuant to this Pledge Agreement, except as may be required in
connection with such disposition by laws affecting the offering and sale of securities generally. 


        (d)   The pledge, grant of a security interest in, and delivery of the Pledged Collateral pursuant to this Pledge Agreement,
will create a valid first priority lien on and in the collateral pledged by Pledgor, and the proceeds thereof, securing the payment of the Liabilities. 


        (e)   This Pledge Agreement has been duly executed and delivered by Pledgor and constitutes a legal, valid, and binding
obligation of Pledgor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, or other similar laws affecting the rights of creditors generally or
by the application of general equity principles. 




        Pledgor
covenants, warrants, and represents to Pledgee that all representations and warranties contained in this Pledge Agreement shall be true at the time of Pledgor's execution of this
Pledge Agreement, and shall continue to be true until the Liabilities have been paid or otherwise satisfied in full. 


        3.     At any time, without notice, and at the expense of Pledgor, Pledgee in its name or in the name of its nominee or of
Pledgor may, but shall not be obligated to: (a) collect by legal proceedings or otherwise all dividends (except cash dividends other than liquidating dividends), interest, principal payments
and other sums now or hereafter payable upon or on account of said Pledged Collateral; (b) enter into any extension, reorganization, deposit, merger or consolidation agreement, or any agreement
in any way relating to or affecting the Pledged Collateral, and in connection therewith may deposit or surrender control of such Pledged Collateral thereunder, accept other property in exchange for
such Pledged Collateral and do and perform such acts and things as it may deem proper, and any money or property received in exchange for such Pledged Collateral shall be applied to the indebtedness
or thereafter held by it pursuant to the provisions hereof; (c) insure, process and preserve the Pledged Collateral; (d) cause the Pledged Collateral to be transferred to its name or to
the name of its nominee; and (e) exercise as to such Pledged Collateral all the rights, powers and remedies of an owner, except that so long as no Event of Default (as defined in the Note)
exists under the Note, Pledgor shall retain all voting rights as to the shares of common stock obtained by Pledgor upon the exercise of the Pledged Options. 


        4.     Pledgor agrees to pay prior to delinquency all taxes, charges, liens and assessments against the Pledged Collateral, and
upon the failure of Pledgor to do so, Pledgee at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same. 



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        5.     Pledgor agrees that Pledgor: 



        (a)   will not (i) sell, transfer or otherwise dispose of, or grant any option or warrant with respect to, any of the
Pledged Collateral (or any part thereof or interest therein) except with the prior written consent of Pledgee, or (ii) create or permit to exist any lien or encumbrance upon or with respect to
any of the Pledged Collateral. If any Pledged Collateral, or any part thereof, is sold, transferred or otherwise disposed of in violation of this Section 5, the security interest of Pledgee
shall continue in the Pledged Collateral notwithstanding such sale, transfer or other disposition, and the Pledgor will deliver any proceeds thereof to the Pledgee to be held as Pledged Collateral
hereunder; 


        (b)   shall, at Pledgor's own expense, promptly execute, acknowledge, and deliver all such instruments and take all such
actions as Pledgee from time to time may reasonably request in order to ensure to Pledgee the benefits of the lien in and to the Pledged Collateral intended to be created by this Pledge Agreement,
including, without limitation, delivering any share certificates representing the common stock obtained by Pledgor upon the exercise of any Pledged Options; and 


        (c)   shall maintain, preserve and defend the title to the Pledged Collateral and the lien of Pledgee thereon against the claim
of any other person. 




        6.     All advances, charges, costs and expenses, including reasonable attorneys' fees, incurred or paid by Pledgee in exercising
any right, power or remedy conferred by this agreement, or in the enforcement thereof, shall become a part of the indebtedness secured hereunder and shall be paid to Pledgee by Pledgor immediately and
without demand. 


        7.     Upon the occurrence and during the continuance of an Event of Default (as defined in the Note), Pledgee may then, or at
any time thereafter, at its election, apply, set off, collect or sell in one or more sales, or take such steps as may be necessary to liquidate and reduce to cash in the hands of Pledgee in whole or
in part, with or without any previous demands or demand of performance or notice or advertisement, the whole or any part of the Pledged Collateral in such order as Pledgee may elect, and any such sale
may be made either at public or private sale at its place of business or elsewhere, or at any broker's board or securities exchange, either for cash or upon credit or for future delivery; provided,
however, that if such disposition is at private sale, then the purchase price of the Pledged Collateral shall be equal to the public market price then in effect, or, if at the time of sale no public
market for the Pledged Collateral exists, then, in recognition of the fact that the sale of the Pledged Collateral would have to be registered under the Securities Act of 1933 and that the expenses of
such registration are commercially unreasonable for the type and amount of collateral pledged hereunder, Pledgee and Pledgor hereby agree that such private sale shall be at a purchase price mutually
agreed to by Pledgee and Pledgor or, if the parties cannot agree upon a purchase price, then at a purchase price established by the Board of Directors of the Pledgee in the exercise of its reasonable
discretion. Pledgee may be the purchaser of any or all Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgor or right of redemption. Demands of
performance, notices of sale, advertisements and presence of property at sale are hereby waived, and Pledgee is hereby
authorized to sell hereunder any evidence of debt pledged to it. Any sale hereunder may be conducted by any officer or agent of Pledgee. 


        8.     The proceeds of the sale of any of the Pledged Collateral and all sums received or collected by Pledgee from or on account
of such Pledged Collateral shall be applied by Pledgee to the payment of expenses incurred or paid by Pledgee in connection with any sale, transfer or delivery of the Pledged Collateral, to the
payment of any other costs, charges, attorneys' fees or expenses mentioned herein, and to the payment of the indebtedness or any part hereof, all in such order and manner as Pledgee in its discretion
may determine, with Pledgor remaining liable for 



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any
deficiency remaining unpaid after such application. Only after so paying over such net proceeds need Pledgee account for the surplus, if any, to Pledgor. 


        9.     Upon the transfer of all or any part of the indebtedness Pledgee may transfer all or any part of the Pledged Collateral
and shall be fully discharged thereafter from all liability and responsibility with respect to such Pledged Collateral so transferred, and the transferee shall be vested with all the rights and powers
of Pledgee hereunder with respect to such Pledged Collateral so transferred; but with respect to any Pledged Collateral not so transferred Pledgee shall retain all rights and powers hereby given. 


        10.   Until all indebtedness shall have been paid in full the power of sale and all other rights, powers and remedies granted
to Pledgee hereunder shall continue to exist and may be exercised by Pledgee at any time and from time to time irrespective of the fact that the indebtedness or any part thereof may have become barred
by any statute of limitations, or that the personal liability of Pledgor may have ceased. 



        11.   Pledgee may at any time deliver the Pledged Collateral or any part thereof to Pledgor and the receipt thereof by Pledgor
shall be a complete and full acquittance for the Pledged Collateral so delivered, and Pledgee shall thereafter be discharged from any liability or responsibility therefor. 


        12.   The rights, powers and remedies given to Pledgee by this Pledge Agreement shall be in addition to all rights, powers and
remedies given to Pledgee by virtue of any statute or rule of law. Any forbearance, failure or delay by Pledgee in exercising any right, power or remedy hereunder shall not be deemed to be a waiver of
such right, power or remedy, and any single or partial exercise of any right, power or remedy hereunder shall not preclude the further exercise thereof: and every right, power and remedy of Pledgee
shall continue in full force and effect until such right, power or remedy is specifically waived by an instrument in writing executed by Pledgee. 


        13.   If any provision of this Pledge Agreement is held to be unenforceable for any reason, it shall be adjusted, if possible,
rather than voided in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Pledge Agreement shall be deemed valid and enforceable to the full
extent possible. 


        14.   This Pledge Agreement shall be governed by, and construed in accordance with, the laws of the State of California as
applied to contracts made and performed entirely within the State of California by residents of such State. 




Dated:
October 11, 2002 



	 	 	PLEDGOR:
	

 	
 	

/s/  JAMES HUANG      
JAMES HUANG




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Exhibit 10.31