AMENDMENT #5 TO: EXCLUSIVE LICENSE BETWEEN KINEMED INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR

Exhibit 10.15

*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

AMENDMENT #5 TO:

EXCLUSIVE LICENSE

BETWEEN

KINEMED INC.

AND

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

FOR

***

UC Case No: ***

UNIVERSITY OF CALIFORNIA, BERKELEY

OFFICE OF TECHNOLOGY LICENSING

AMENDMENT #5 TO:

EXCLUSIVE LICENSE FOR

***

UC Case No: ***

Effective March 1, 2004 (the “EFFECTIVE DATE OF AMENDMENT #5”), THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 0000 Xxxxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxx, Xxxxxxxxxx 00000-5200, acting through its Office of Technology Licensing, at the University of California, Berkeley, 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, XX 00000-0000 (“REGENTS”) and KINEMED, INC., a Delaware corporation having a principal place of business at EmeryStation North, 0000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000-2012 (“LICENSEE”), agree to amend ,that certain Agreement between REGENTS and LICENSEE which bears an’ effective date of February 16, 2001 (as amended previously through Amendments #1, #2, #3, and #4, said Amendments bearing effective dates of June 15, 2002, October 15, 2002, March 25, 2003, and November 6, 2003 respectively), as follows:

ARTICLE 1.1 (p) (BACKGROUND) add the following:

1.1p) ***

*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Amendment #5 Page 2 Confidential

ARTICLE 2.1(k) (DEFINITIONS) substitute the following:

(k) All of Regents’ United States patent applications filed under U.C. Case Numbers .: *** as described in Article 1.1 (c) through (p) above, and;

ARTICLE 5.1(b) (LICENSE ISSUE FEE) substitute the following:

5.1(b) As of the EFFECTIVE DATE OF AMENDMENT #5, REGENTS acknowledges the LICENSEE has fully paid to REGENTS all stock and cash license and amendment fees that were due to REGENTS under the original Agreement and under Amendments #1, #2, #3 and #4 thereto.

As consideration for the addition of REGENTS’ case *** by way of this fifth amendment to the Agreement, LICENSEE shall also pay to’ REGENTS a non-creditable, non-refundable fee of *** on or before *** and shall, within *** days after the final execution of this amendment #5 to the Agreement, cause to be issued to REGENTS, through its nominee, Shellwater & Co., and to REGENTS employee(s) a total of *** shares of common stock in KineMed, Inc., in accordance with the Shareholder’s Agreements between REGENTS and LICENSEE attached hereto as Exhibit A.

ARTICLE 5.1(c) (LICENSE ISSUE FEE) substitute the following:

5.1(c) For any of the following U.C. Case Numbers: *** as described in Article 2.1(k) and in Article 1.1 (c) through (p) above, if the corresponding patent application(s) have not resulted in at least one VALID CLAIM, then for each such U.C. Case Number, LICENSEE shall be entitled to a *** to REGENTS pursuant to Article 6.1.

*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Amendment #5 Page 3 Confidential

All remaining terms and conditions of the Agreement (as amended) remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate originals by their duly authorized officers or representatives.

THE REGENTS OF THE			KINEMED, INC.
UNIVERSITY OF CALIFORNIA
By	/s/ Xxxxx Xxxxxx		By	/s/ Xxxxx X. Xxxxxx
	Xxxxx Xxxxxx, Ph.D.			Xxxxx X. Xxxxxx
	Director			COO & Secretary
	Office of Technology Licensing
Date	April 15, 2004		Date	April 14, 2004

*** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Amendment #5 Page 4 Confidential