CoTherix, Inc. Schering AG Mr. Donald Santel CEO

Exhibit 10.30

CoTherix, Inc.		Schering AG
Xx. Xxxxxx Xxxxxx
CEO
0000 Xxxxxxxxx Xxxxx
Xxxxx 000		X:
Xxxxx Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
X.X.X.		T:+49.30.468-   15431
		+49.30.468-   11 11
		F:+49.30.468-   14086

Your Ref.		Your letter dated		Our Ref. (please indicate when replying)		Date
				RA/UK/ha (6v1301_1)		2006-05-07

Amendment #3 to Development and License Agreement and

Amendment #2 to Manufacturing and Supply Agreement

Dear Don,

We refer to the Development and License Agreement by and between CoTherix, Inc., Belmont, California (hereinafter „CoTherix” - formerly called, Exhale Therapeutics, Inc.’) and Schering dated October 2, 2003 as amended by amendment agreements of November 4/ 22, 2004 and December 14/ 29, 2004 (hereinafter the „License Agreement”), and the Manufacturing and Supply Agreement by and between CoTherix and Schering dated May 12/17, 2004 as amended by amendment agreement of November 4/ 22, 2004 (hereinafter the „MSA”).

As Schering and CoTherix have agreed that, as of January 1, 2006, the ampoules for Commercial Product shall be changed from 2 ml ampoules to 1 ml ampoules whereas the prices for 1 ml ampoules of Commercial Product shall stay the same as they used to be for 2 ml ampoules of Commercial Product, it is hereby confirmed that, as of January 1, 2006, Commercial Product shall be filled in 1 ml ampoules, and prices for this Commercial Product filled in 1 ml ampoules and packed in 30-ampoules boxes, shall be set forth in Section 6.2 of the License Agreement and Section 7.2 of the MSA as follows (as before):

“The Ex Works price for paper, one-color labeld ampoules, packed in a 30-ampoule box of Commercial Product per ampoule shall be as follows:

• Firm Orders of [* * *] to [* * *] million ampoules per Contract Year:    EUR [* * *];

• Firm Orders of more than [* * *] to [* * *] million ampoules per Contract Year:    EUR [* * *];

• Firm Orders of more than [* * *] million ampoules per Contract Year:    EUR [* * *].”

As of January 1, 2006, Commercial Product shall only be packed in 30-ampoule boxes. Section 6.2 sentence 2 of the License Agreement and Section 7.2 sentence 2 of the MSA concerning 300- or 100-ampoule boxes, both as amended by amendment agreement dated November 4/ 22, 2004, shall thus be deleted.

Postal address:		Executive board:		Chairman of the supervisory board:		Commerzbank AG, Berlin
Schering AG		Hubertus Erlen (Chairman)		Xxxxxxxx Xxxx		Acct. No. 000 000 000, Bank Xx. 000 000 00
X-00000 Xxxxxx, Xxxxxxx		Xxxxx Xxxxxxxxx				IBAN: XX00 0000 0000 0000 0000 00
For visitors:		Xxxxxx Xxxxxxx		Registered seat: Berlin		BIC: XXXXXXXX
Xxxxxxxxx. 000, Xxxxxx-Xxxxx		Xxxx Xxxxxxx		Trade register:		Deutsche Bank AG, Berlin
xxx.xxxxxxxx.xx		Xxxx Xxxxx		AG Charlottenburg 93 HRB 283		Acct. No. 2415 008, Bank Xx. 000 000 00
		Xxxx Xxxxxxxxxxxxx				XXXX: XX00 0000 0000 0000 0000 00
		Xxxxxx Stock				BIC: XXXXXXXX

Confidential treatment has been requested as to certain portions of this agreement. Such omitted confidential information has been designated by asterisks and has been filed separately with the Securities and Exchange Commission.

Address		Our Ref.		Date		Page
CoTherix, Inc.		RA/UK/ha (6v1301_1)		2006-05-07		2

November 4/ 22, 2004, shall thus be deleted.

For the sake of completeness, it is confirmed hereby that prices will remain stable until March 15, 2006 (which is one (1) year after First Commercial Sale), and that any price adjustment shall be effective only for the remaining calendar year thereafter, and then from January 1 of each subsequent calendar year. Prices will be increased or decreased in accordance with the change of the “Price Index for Cost of Living of all Private Households” issused by the German Federal Statistical Office for the respective previous year.

Unless indicated otherwise, all capitalized terms as used in this Amendment shall have the meaning as set forth in the MSA.

In all other respects, the terms of the License Agreement and the MSA will remain unchanged.

If you agree to this Amendment, please countersign, date and return to us the attached duplicate of this letter.

Sincerely yours

Schering Aktiengesellschaft

/s/ Xxxxxxx Schmerier				/s/ Xx. Xxxxxx Xxxxxxxxxx
Xxxxxxx Schmerier				Xx. Xxxxxx Xxxxxxxxxx
STH Global Project Management				Head Pharmaceutical Production
				Accepted and agreed by
				CoTherix, Inc.
				/s/ Xxxxxx X. Xxxxxx
				Xxxxxx X. Xxxxxx
				Chief Executive Officer
				Date: 3 February, 2006