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Exhibit 10.30    
    


SECURED PROMISSORY NOTE  



	$200,000.00	 	October 11, 2002

Palo Alto, California





        FOR VALUE RECEIVED, JAMES HUANG
("Borrower") an employee of CORGENTECH INC., a Delaware corporation
("Lender"), hereby unconditionally promises to pay to the order of Lender, in lawful money of the United States of America and in immediately available
funds, the principal amount of Two Hundred Thousand Dollars ($200,000.00) (the "Loan"), together with
accrued and unpaid interest thereon, each due and payable on the dates and in the manner set forth below. 


        It
is the intent of the parties that the purpose of this Secured Promissory Note ("Note") is not for consumer, family, or household
purposes. 


        1.     PRINCIPAL REPAYMENT.    The outstanding principal balance of the Loan shall be subject to scheduled amortized
repayments on the dates and in the amounts listed below; provided, however, the outstanding principal balance of the Loan plus all accrued but unpaid
interest and other charges hereunder shall be due and payable in full upon the earlier to occur of any of the following: (a) that date which is three (3) years from the date of this
Note; (b) five (5) days after either the resignation by Borrower of his employment with Lender or the termination of his employment for any or no reason whatsoever, including the death
of Borrower; or (c) any sale or transfer of all or any portion of the Pledged Collateral (as defined in Section 5) (any of the events described in clauses (a) through
(c) shall be the "Maturity Date"). Notwithstanding anything to the contrary contained herein, Borrower shall have the right to prepay all or any
part of the unpaid principal amount of this Note, together with accrued and unpaid interest thereon, without penalty or premium at any time prior to the Maturity Date. 



	Repayment Date
 
	 	Principal Repayment Amount

	October 11, 2003	 	$	66,666.66
	October 11, 2004	 	$	66,666.67
	October 11, 2005	 	$	66,666.67






        2.     INTEREST RATE.    Borrower further promises to pay interest on the outstanding principal amount hereof from the
date hereof until payment in full, which interest shall be payable at a fixed rate of four and one-half percent (4.50%) per annum (the "Interest
Rate") and calculated on the basis of a 365-day year for the actual number of days elapsed. Accrued and unpaid interest shall be due and payable on each of the
Repayment Dates set forth in Section 1 above. 



        3.     DEFAULT INTEREST.    If any amount payable hereunder shall not be paid when due, at the option of Lender and in
lieu of the interest payable under Section 2 above, the unpaid principal balance shall immediately begin to accrue interest at a rate equal to the Interest Rate  plus five percent (5.0%) per annum.



        4.     APPLICATION OF PAYMENTS.    Payment on this Note shall be applied first to accrued interest, and thereafter to
the outstanding principal balance hereof. Any payment due hereunder shall be paid to Lender at 1651 Page Mill Road, Palo Alto, California 94304, Attn: Chief Financial Officer, or at such other place
as Lender may designate. Any amount payable hereunder will be due and payable without set-off, deduction, or counter-claim. 


        5.     SECURITY.    This Note is made with full recourse. In addition, this Note is secured by the Pledge Collateral as
defined in that certain Stock Pledge Agreement executed by Borrower in favor of 


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Lender
(as the same may from time to time be amended, modified or supplemented or restated) (the "Pledge Agreement"). 


        6.     DEFAULT AND REMEDIES.



        (a)   Default.    Each of the following events shall be an "Event of
Default" hereunder: (i) Borrower fails to pay timely any of the principal amount due under this Note on the date the same becomes due and payable or any accrued interest
or other amounts due under this Note on the date the same becomes due and payable; (ii) the breach by Borrower of any other covenant or agreement under this Note; (iii) the default by
Borrower of his obligations under the Pledge Agreement or any other instrument evidencing or securing this Note; (iv) the appointment of a receiver for any part of the Pledge Collateral, or an
assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against Borrower; or (v) the transfer, directly or indirectly,
of all or any part of the Pledged Collateral, whether by sale, assignment, mortgage or otherwise, voluntarily or involuntarily. 


        (b)   Remedies.    Upon the occurrence of an Event of Default hereunder, all unpaid principal, accrued interest and
other amounts owing hereunder shall, at the option of Lender, and, in the case of an Event of Default pursuant to Section 6(a)(iv) above, automatically, be immediately due, payable and
collectible by Lender pursuant to applicable law. Lender shall have all rights and may exercise any remedies available to it under the Pledge Agreement, at law, or in equity, successively or
concurrently. 


        (c)   Right of Set-off.    Upon the occurrence of an Event of Default under Section 6, Lender is
hereby authorized to set off and apply any and all payments by way of payroll deduction, if necessary (whether for compensation, bonus arrangements, expense reimbursement, vacation, commission payment
or otherwise) at any time held and other obligations at any time owing by Lender to or for the account of Borrower against any principal and/or interest due hereunder. 




        7.     NOTICE.    All notices or other communications required or given hereunder shall be in writing and shall be
deemed effectively given when presented personally or on the date of receipt (or refusal of delivery) if sent by courier service or U.S. mail (certified or registered, postage prepaid, return receipt
requested) to the parties at the addresses given below or such other addresses as the parties may hereafter designate in writing. The date shown on the courier's confirmation of delivery or return
receipt shall be conclusive as to the date of receipt. 



	Borrower:	 	James Huang
	
Lender:	
 	

Corgentech Inc.

1651 Page Mill Road

Palo Alto, CA 94304

Attn: Chief Financial Officer






        8.     MAXIMUM LEGAL RATE OF INTEREST.    All agreements between Borrower and Lender, whether now existing or hereafter
arising, are hereby limited so that in no event shall the interest charged hereunder or agreed to be paid to Lender exceed the maximum amount permissible under applicable law. Lender shall be entitled
to amortize, prorate and spread throughout the full term of this Note all interest paid or payable so that the interest paid does not exceed the maximum amount permitted by law. If Lender ever
receives interest or anything deemed interest in excess of the maximum lawful amount, an amount equal to the excessive interest shall be applied to the reduction of the principal, and if it exceeds
the unpaid balance of principal hereof, such excess shall be refunded to Borrower. If interest otherwise payable to Lender would exceed the maximum lawful amount, the interest payable shall be reduced
to the maximum amount permitted under applicable law. This section 


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shall
control all agreements between Borrower and Lender in connection with the indebtedness evidenced hereby. 


        9.     WAIVER.    Borrower waives diligence, presentment, protest and demand and also notice of protest, demand,
dishonor, acceleration, intent to accelerate, and nonpayment of this Note, and shall pay all costs of collection when incurred, 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. 


        10.   MISCELLANEOUS.



        (a)   Borrower shall pay all costs, including, without limitation, reasonable attorneys' fees and expenses incurred by Lender
in collecting the sums due hereunder or in connection with the release of any security for this Note. 



        (b)   This Note may be modified only by a written agreement executed by Borrower and Lender. 


        (c)   The terms of this Note shall inure to the benefit of and bind Borrower and Lender and their respective heirs, legal
representatives and successors and assigns. 


        (d)   Time is of the essence with respect to all matters set forth in this Note. 



        (e)   If this Note is destroyed, lost or stolen, Borrower will deliver a new note to Lender on the same terms and conditions as
this Note with a notation of the unpaid principal in substitution of the prior Note. Lender shall furnish to Borrower reasonable evidence that the Note was destroyed, lost or stolen and any security
or indemnity that may be reasonably required by Borrower in connection with the replacement of this Note. 


        (f)    If any provision of this Note shall be held to be invalid or unenforceable, such determination shall not affect the
remaining provisions of this Note. 


        (g)   If this Note is now, or hereinafter shall be, signed by more than one party or person, it shall be the joint and several
obligation of such parties or persons and shall be binding upon such parties and upon their respective successors and assigns. 




        11.   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. 



        IN WITNESS WHEREOF, Borrower has executed this Secured Promissory Note as of the date and year first above written. 



	 	 	Borrower:
	

 	
 	

/s/  JAMES HUANG      
JAMES HUANG




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Exhibit 10.30