AMENDMENT #1 TO: EXCLUSIVE LICENSE BETWEEN KINEMED INC. AND THE REGENTS OF THE UNIVERSITY OF CALIFORNIA FOR *** UC Case Nos: ***

Exhibit 10.11

*** 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.

UNIVERSITY OF CALIFORNIA, BERKELEY

OFFICE OF TECHNOLOGY LICENSING

AMENDMENT #1 TO:

EXCLUSIVE LICENSE

BETWEEN

KINEMED INC.

AND

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

FOR

***

UC Case Nos: ***

UNIVERSITY OF CALIFORNIA, BERKELEY

OFFICE OF TECHNOLOGY LICENSING

AMENDMENT #1 TO:

EXCLUSIVE LICENSE FOR

***

UC Case Nos: ***

Effective June 15, 2002 (the “EFFECTIVE DATE OF AMENDMENT #1”), THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, whose legal address is 1111 Franklin Street, 12th Floor, Oakland, California ###-###-####, acting through its Office of Technology Licensing, at the University of California, Berkeley, 2150 Shattuck Avenue, Suite 510, Berkeley, CA ###-###-#### (“REGENTS”) and KINEMED, INC., a Delaware corporation having a principal place of business at EmeryStation North, 5980 Horton Street, Suite 470, Emeryville, CA  ###-###-#### (“LICENSEE”), agree as follows:

ARTICLE 1.1 (BACKGROUND) substitute the following:

ARTICLE 1.2 (BACKGROUND) substitute the following:

*** 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.

The additional consideration added to the exclusive license agreement (through this Amendment #1 to the exclusive license) described in Article 5.1 (b) below, is to be apportioned, equally among the eight cases that are added to the license through this amendment. The eight additional cases are: U.C. Case Nos.: *** as described in Article 1.1(c) — (j), above.

ARTICLE 1.3 (BACKGROUND) substitute the following:

1.3        For the purpose of Regents’ evaluation of LICENSEE’s capabilities as a LICENSEE, LICENSEE provided REGENTS with an initial Commercialization Plan and business strategy describing its commercialization strategy for the INVENTION prior to negotiations for the Agreement and an updated Commercialization Plan on May 15, 2002.

ARTICLE 2.1 (DEFINITIONS) add the following:

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

ARTICLE 5 (LICENSE ISSUE FEE) substitute the following:

5.1(a) LICENSEE shall pay to REGENTS a non-creditable, non-refundable license fee of ***, within *** days following the final execution of this Agreement. In addition, LICENSEE shall, within *** days after the final execution of this Agreement, cause to be issued to REGENTS, through its nominee, Shellwater & Co., and to REGENTS’ employee a total of *** shares of stock in KineMed, Inc., in accordance with the Shareholder’s Agreement between REGENTS and LICENSEE dated February 16, 2001. As of the EFFECTIVE DATE OF AMENDMENT #1, REGENTS acknowledges that LICENSEE has fully paid to REGENTS this fee in this Article 5.1 (a).

*** 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.

5.1(b) LICENSEE shall also pay to REGENTS a non-creditable, non-refundable license fee of *** on or before *** and an additional non-creditable, non-refundable license fee of *** on or before ***. In addition, LICENSEE shall, within *** days after the final execution of this amendment #1 to the Agreement, cause to be issued to REGENTS, through its nominee, Shellwater & Co. *** shares of common stock in KineMed, Inc., in accordance with the Shareholder’s Agreements between REGENTS and LICENSEE dated February 16, 2001 and June 11, 2002.

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

5.2      The license issue fees are non-refundable and not an advance against royalties.  The issuance of the above-referenced shares of stock shall in effect be non-refundable and shall likewise not be deemed an advance against royalties.

ARTICLE 7.1 (d) and (e) (DUE DILIGENCE) add the following:

(d) ***

(e) ***

ARTICLE 23 (NOTICES) substitute the following:

23.1      All notices under this Agreement will be deemed to have been fully given when done in writing and deposited in the United States mail, registered or certified, and addressed as follows:

*** 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.

Either party may change its address upon written notice to the other party.

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

*** 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.