RESCISSION OF THE AMENDMENT TO THE DEVELOPMENT AND LICENSE AGREEMENT

Exhibit 10.5

RESCISSION OF THE AMENDMENT TO THE DEVELOPMENT AND LICENSE AGREEMENT

This RESCISSION OF THE AMENDMENT TO THE DEVELOPMENT AND LICENSE AGREEMENT is executed on this 12^th day of July 2004, by and between Trimeris, Inc. (“Trimeris”), and X. Xxxxxxxx-Xx Xxxxx Ltd. and Xxxxxxxx-Xx Xxxxx Inc. (collectively, “Roche”).

WHEREAS, Trimeris and Roche have previously entered into a Development and License Agreement (including its Appendices) dated as of the 1^st day of July 1999, by and between Trimeris and Roche (the “Agreement”), which sets forth the Parties’ rights, duties and obligations under the Agreement; and

WHEREAS, Trimeris and Roche have previously amended the Agreement by way of an Amendment dated as of the 5^th day of January 2004 (the “First Amendment”);

WHEREAS, Trimeris and Roche desire to rescind the First Amendment such that the First Amendment shall be considered null and void ab initio;

NOW, THEREFORE, in consideration for the foregoing promises and for good and valuable consideration, the receipt and sufficiency which is hereby acknowledged, the Parties hereby agree to rescind the First Amendment in its entirety.

IN WITNESS WHEREOF, the parties have executed this Rescission to be effective as of the 5^th of January 2004.

TRIMERIS, INC.				XXXXXXXX-XX XXXXX INC.
By:		/s/ Xxxx X.Xxxxxxxxx		By:		/s/ Xxxxxx Xxxxx
		Xxxx X.Xxxxxxxxx, Ph.D.				Xxxxxx Xxxxx
		Chief Executive Officer				Vice President
						Global Head of Business Development
				X. XXXXXXXX-XX XXXXX LTD
				By:		/s/ Xxxxxx Xxxxxxxxx
						Xxxxxx Xxxxxxxxx
						Global Head Legal Licensing
				By:		/s/ Xxxxx Xxxxxx
				Name:		Xxxxx Xxxxxx
				Title:		Global Head of Acquisitions & Strategic Alliances