INTELLECTUAL PROPERTY SECURITY AGREEMENT

Exhibit 10.2

INTELLECTUAL PROPERTY SECURITY AGREEMENT

This Intellectual Property Security Agreement (this “IP Agreement”) is made as of the 15^th day of April, 2008 by and between CV THERAPEUTICS, INC., a Delaware corporation (“Grantor”), and TPG-AXON ROYALTY TRUST, a trust established under the laws of the Republic of Ireland (“Secured Party”).

RECITALS

Grantor has agreed to sell the right to receive certain payments to Secured Party (the “Royalty”) based on sales of Regadenoson, the chemical name and structure of which are set forth on Exhibit A attached hereto (“Regadenoson”), pursuant to a certain Asset Sale and Purchase Agreement dated as of April 10, 2008 between Grantor and Secured Party, as amended from time to time (as amended, the “Purchase Agreement”). The closing of the transactions contemplated by the Purchase Agreement is contingent upon the execution and delivery of this IP Agreement. Secured Party is willing to enter into the Purchase Agreement with Grantor, but only upon the condition, among others, that Grantor shall grant to Secured Party a security interest in certain patents, patent applications and other assets, to secure the payment and performance of Grantor’s obligations under the Purchase Agreement and the other Transaction Documents. Defined terms used but not defined herein shall have the same meanings as in the Purchase Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, receipt of which is hereby acknowledged and intending to be legally bound, Grantor hereby represents, warrants, covenants and agrees as follows:

Effective as of the Closing Date, Grantor does hereby grant to Secured Party a continuing security interest of first priority in all of Grantor’s right, title and interest in, to and under the following registered and unregistered intellectual property collateral, whether now or hereafter existing, and any and all proceeds thereof, as security for the prompt and complete payment and performance of all of Grantor’s obligations now or hereafter existing under the Purchase Agreement, this IP Agreement, and the other Transaction Documents (all of which shall collectively be called the “Intellectual Property Collateral”):

(a) All Licensed Patents in the Territory set forth on Exhibit B attached hereto and any Licensed Patents in the Territory issued after the date of this Agreement (the “Patents”);

(b) All Licensed Know-How in the Territory;

(c) All licenses or other rights to use any of the Licensed Patents in the Territory, including, without limitation, the licenses under the Astellas Agreement (collectively, the “Licenses”);

(d) Any and all claims and causes of action for damages by way of past, present and future infringements of any of the rights included above, with the right, but not the obligation, to xxx for and collect such damages for said use or infringement of the intellectual property rights identified above;

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(e) All amendments, extensions, renewals and extensions of any of the Patents or the Licenses;

(f) The CVT Royalty Interest; and

(g) All proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

This security interest is granted in conjunction with the security interest granted to Secured Party under the Purchase Agreement. Upon the occurrence and during the continuance of a CVT Event of Default, Secured Party shall have the right to exercise all the remedies of a secured party under the Code. Grantor will pay any expenses (including reasonable attorney’s fees) incurred by Secured Party in connection with the exercise of any of Secured Party’s rights hereunder, including without limitation any expense incurred in disposing of the Intellectual Property Collateral. All of Secured Party’s rights and remedies with respect to the Intellectual Property Collateral shall be cumulative.

Grantor represents and warrants that Exhibit B attached hereto sets forth any and all intellectual property rights in connection with which Grantor has registered or filed a patent application with the United States Patent and Trademark Office with respect to Regadenoson.

The provisions of this IP Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this IP Agreement nor any rights or obligations hereunder may be assigned, sold or otherwise disposed of or transferred in whole or in part by any party, by operation of law or otherwise, without the prior written consent of the other party, except in accordance with the terms of Section 9.6 of the Purchase Agreement in the same manner as a permitted assignment of some or all of a party’s rights and/or obligations under the Purchase Agreement.

This IP Agreement shall be governed by and construed, interpreted and enforced in accordance with the laws of the State of New York, as applied to agreements executed and performed entirely in New York, without giving effect to the principles of conflicts of law thereof other than Section 5-1401 of the General Obligations Law of the State of New York.

[Signature pages follow.]

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IN WITNESS WHEREOF, the parties have caused this IP Agreement to be duly executed by its officers thereunto duly authorized as of the first date written above.

GRANTOR:						SECURED PARTY:
CV THERAPEUTICS, INC.						PFPC BANK LIMITED
						in its sole capacity as trustee, and on behalf, of
						TPG-AXON ROYALTY TRUST,
By:		Xxxxx X. Xxxxx				a trust established under the laws of the Republic of Ireland
Print Name:		Xxxxx X. Xxxxx, M.D., Ph.D.
Title:		Chairman of the Board and Chief
		Executive Officer
						By:		Xxxx Xxxxxx
						Name:		Xxxx Xxxxxx
						Title:		Head of Trustee and Custodial Services

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EXHIBIT A

REGADENOSON

known as (1-{9-[(4S, 0X, 0X, 0X)-0,0-xxxxxxxxx-0-(xxxxxxxxxxxxx)xxxxxx-0-xx]-0-xxxxxxxxxx-0-xx}xxxxxxx-0-xx)-X-xxxxxxxxxxxxxxxxx, and identified by the Chemical Abstracts Service Registry Number 313348-27-5.

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EXHIBIT B

LICENSED PATENTS

Country		Application No.		Patent / Publication No.		Title
Patent Cooperation Treaty (“PCT”)		PCT/US00/40281		WO 00/78779 A2		N-PYRAZOLE A2A RECEPTOR AGONISTS
PCT		PCT/US00/17095		WO 00/78778 A2		C-PYRAZOLE A2A RECEPTOR AGONISTS
PCT		PCT/US01/05831		WO 01/62979 A2		METHOD OF IDENTIFYING PARTIAL AGONISTS OF THE A2A RECEPTOR
PCT		PCT/US03/23511		WO 2004/011010 A1		MYOCARDIAL PERFUSION IMAGING USING A2A RECEPTOR AGONISTS
PCT		PCT/US04/002304		WO 2005/082379 A1		MYOCARDIAL PERFUSION IMAGING USING ADENOSINE RECEPTOR AGONISTS
PCT		PCT/US2005/037368		WO 2006/044856 A2		USE OF A2A ADENOSINE RECEPTOR AGONISTS
PCT		PCT/US2007/003022		WO 2007/092372 A1		PROCESS FOR PREPARING AN A2A-ADENOSINE RECEPTOR AGONIST AND ITS POLYMORPHS
United States		US 09/338,185		US 6,403,567 X0		X-XXXXXXXX X0X ADENOSINE RECEPTOR AGONISTS
United States		US 10/018,446		US 6,642,210 B1		2-(N-PYRAZOLO) ADENOSINES WITH APPLICATION AS ADENOSINE A2A RECEPTOR AGONISTS
United States		US 10/652,378		US 7,183,264 X0		X-XXXXXXXX X0X XXXXXXXX XXXXXXXX
Xxxxxx Xxxxxx		XX 11/252,760		US 7,144,872 X0		X-XXXXXXXX X0X XXXXXXXX XXXXXXXX
Xxxxxx Xxxxxx		XX 11/588,834		US 2007/0203090 A1		N-PYRAZOLE A2A RECEPTOR AGONISTS
United States		US 09/338,327		US 6,214,807 X0		X-XXXXXXXX X0X XXXXXXXX XXXXXXXX
Xxxxxx Xxxxxx		XX 09/812,176		US 6,855,818 X0		X-XXXXXXXX X0X XXXXXXXX XXXXXXXX
Xxxxxx Xxxxxx		XX 10/018,758		US 6,770,634 X0		X-XXXXXXXX X0X XXXXXXXX XXXXXXXX
Xxxxxx Xxxxxx		XX 10/813,535		US 7,109,180 X0		X-XXXXXXXX X0X XXXXXXXX XXXXXXXX
Xxxxxx Xxxxxx		XX 11/522,120		US 2007/0207978 A1		C-PYRAZOLE A2A RECEPTOR AGONISTS
United States		US 11/070,768		US 2005/0175535 A1		MYOCARDIAL PERFUSION IMAGING METHOD
United States		US 10/629,368		US 2004/0064039 A1		MYOCARDIAL PERFUSION IMAGING METHOD
United States		US 10/766,403		US 2005/0020915 A1		MYOCARDIAL PERFUSION IMAGING METHODS AND COMPOSITIONS
United States		US 11/253,322		US 2006/0084625 A1		USE OF A2A ADENOSINE RECEPTOR AGONISTS
United States		US 11/701,699		US 2007/0265445 A1		PROCESS FOR PREPARING AN A2A-ADENOSINE RECEPTOR AGONIST AND ITS POLYMORPHS
United States		US 11/750,295		US 2007/0225247 A1		PROCESS FOR PREPARING AN A2A-ADENOSINE RECEPTOR AGONIST AND ITS POLYMORPHS

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Country		Application No.		Patent / Publication No.		Title
United States		US 11/766,964		US 2007/0299089 A1		USE OF A2A ADENOSINE RECEPTOR AGONISTS IN THE TREATMENT OF ISCHEMIA
United States		US 11/848,743		Not published		METHODS AND COMPOSITIONS FOR INCREASING PATIENT TOLERABILITY DURING MYOCARDIAL IMAGING METHODS
United States		US 11/864,437		Not published		METHODS FOR MYOCARDIAL IMAGING IN PATIENTS HAVING A HISTORY OF PULMONARY DISEASE
United States		US 11/969,047		Not published		MYOCARDIAL PERFUSION IMAGING
Canada		CA2000002377746		CA2377746 C		N-PYRAZOLE A2A RECEPTOR AGONISTS
Canada		CA2000002375430		CA2375430 C		C-PYRAZOLE A2A RECEPTOR AGONISTS
Canada		CA2001002439222		CA2439222AA		METHOD OF IDENTIFYING PARTIAL AGONISTS OF THE A2A RECEPTOR
Canada		CA2003002492855		CA2492855AA		MYOCARDIAL PERFUSION IMAGING USING A2A RECEPTOR AGONISTS
Canada		CA2004002554169		CA2554169AA		MYOCARDIAL PERFUSION IMAGING USING ADENOSINE RECEPTOR AGONISTS
Canada		CA2005002583185		CA2583185AA		USE XX X0X XXXXXXXXX XXXXXXXX XXXXXXXX
Xxxxxx		XX0000XX0000000		MX244944		N-PYRAZOLE A2A RECEPTOR AGONISTS
Mexico		MX2001PA0013350		MX245023		C-PYRAZOLE A2A RECEPTOR AGONISTS
Mexico		MX2005PA0001123		Only abstract published		MYOCARDIAL PERFUSION IMAGING USING A2A RECEPTOR AGONISTS
Mexico		MX2006PA008521		Only abstract published		MYOCARDIAL PERFUSION IMAGING USING ADENOSINE RECEPTOR AGONISTS
Mexico		MX2007PA004749		Only abstract published		USE OF A2A ADENOSINE RECEPTOR AGONISTS

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