EXHIBIT 10.35

  PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED  (DESIGNATED BY AN ASTERIX (*) AND
   WHITE SPACE) AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
   PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT DATED AUGUST 21, 1997; 
                                FILE NO. 0-15609

                               SECOND AMENDMENT TO
                        DEVELOPMENT AND LICENSE AGREEMENT

Effective as of January 17, 1997,  Agouron  Pharmaceuticals,  Inc., a California
corporation  ("Agouron") and Japan Tobacco Inc., a Japanese  corporation ("JT"),
for good and valuable consideration, agree as follows:

(Terms containing an initial capitalized letter,  except as explicitly otherwise
indicated,  shall  have the  meanings  stated  in the  Development  and  License
Agreement, as defined below).

                                   BACKGROUND

Agouron and JT entered into a Development  and License  Agreement dated December
1, 1994 and the First Amendment to the Development  and License  Agreement.  The
Development and License Agreement,  as amended is hereinafter referred to as the
"D&L Agreement."

The parties have conducted collaborative  development activities pursuant to the
terms of the D&L Agreement.

Agouron and JT contemplated  that a joint venture,  to be formed pursuant to the
terms  of the  D&L  Agreement,  would  act  as the  licensor  to  implement  the
commercialization of the Compound and/or Products in the Joint Venture Exclusive
Territories.  The parties further  contemplated that the joint venture would not
directly  conduct actual  manufacturing or sales of the Compound and/or Products
but would only manage  sublicensing  activities for the Compound and/or Products
to a number of sublicensees.

A single third party has been identified which desires to sublicense the Product
in the Joint Venture Exclusive  Territories pursuant to the terms of a Letter of
Intent  ("LOI")  dated  January 17, 1997 between  such third party  (hereinafter
referred to as "Third Party Licensee") and Agouron and JT.

                                    AMENDMENT

          Agouron and JT now wish to amend the D&L Agreement as follows:

1.       The Joint  Venture,  as set forth in Attachment 1 to the D&L Agreement,
         is hereby retroactively dissolved effective as of January 1, 1996.

2.       Upon  dissolution  of the Joint Venture and  notwithstanding  any other
         provisions  of the D&L  Agreement,  the  rights  granted  to the  Joint
         Venture shall revert to the parties.



<PAGE>


3.       Agouron  agrees to enter into the LOI under which Agouron will grant to
         the Third Party  Licensee under its  applicable  intellectual  property
         rights  the  exclusive  right,  even  as  to  Agouron  (with  right  of
         sublicense) to sell the Product in the Field in the Licensed Territory,
         as such terms are defined in the LOI.

4.       JT agrees to enter into the LOI under  which JT will grant to the Third
         Party Licensee under its applicable  intellectual  property  rights the
         exclusive right,  even as to JT, (with right of sublicense) to sell the
         Product  in the  Field in the  Licensed  Territory,  as such  terms are
         defined in the LOI.

5.       Subject to the terms of the D&L  Agreement,  Agouron  and JT will share
         obligations  and  responsibilities  related to the license to the Third
         Party  Licensee.  Administration  of such license will be undertaken in
         accordance  with the procedures  established by Section 4.01 of the D&L
         Agreement by *


6.       In the event that the license to the Third Party Licensee terminates or
         becomes  void in the future,  JT and Agouron  agree that rights to sell
         the Product in the Field in the Joint Venture Exclusive Territories, as
         such terms are defined in the LOI, shall *

                                provided,   however,   the   parties   agree  to
         jointly determine *




7.        The provisions of Section 2.01(k) are amended to provide that each 
          party hereby *

                                                                              as
          such terms are defined in the LOI.

8.        Section 5.03 is amended to read in full as follows:

                   Section 5.03     Premarketing Expenses.  Premarketing 
          Expenses shall mean those
         *




                  Premarketing Expenses shall be deemed to be *
                  and shall be treated in accordance with Attachment 4 to the 
          D&L Agreement.
 
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<PAGE>

9.        Section 5.04(b) is amended to provide that *









10.       Agouron and JT agree to share the *                        pursuant to
          the provisions of Paragraph 29 of the LOI as follows:  the first *
                                               the remaining *            shall 
          be shared  equally by Agouron  and
          JT.

11.       Except as modified by the terms  contained  herein, the provisions of 
          the D&L Agreement  shall remain in full force and effect.


AGOURON PHARMACEUTICALS, INC.               JAPAN TOBACCO INC.



By:      /s/ Gary E. Friedman, Esq.       By:      /s/ Tatsuya Yoneyama

Name:    Gary E. Friedman, Esq.           Name:    Tatsuya Yoneyama

Title:   Vice President and               Title:   Vice President,
         General Counsel                           Pharmaceuticvals Div

Date:    1/17/97                          Date:    1/29/1997

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