Negative Pledge Agreement Dated 12/29/03

EXHIBIT 10.27


NEGATIVE PLEDGE AGREEMENT


This Negative Pledge Agreement is made as of December 29, 2003, by and between ATHEROGENICS, INC. ("Borrower") and SILICON VALLEY BANK ("Bank").


In connection with, among other documents, the Loan and Security Agreement dated March 6, 2002 between Borrower and Bank and the Third Modification Agreement being concurrently executed herewith between Borrower and Bank (the "Loan Documents"), Borrower agrees as follows:


1. Borrower shall not sell, transfer, assign, mortgage, pledge,
lease, grant a security interest in, or encumber, or enter
into any agreement, document, instrument or other arrangement
(except with or in favor of Bank and except as permitted by
the Loan Documents) with any Person which directly or
indirectly prohibits or has the effect of prohibiting Borrower
from selling, transferring, assigning, mortgaging, pledging,
leasing, granting a security interest in or upon, or
encumbering any of Borrower's (i) Intellectual Property (as
defined in the Loan and Security Agreement) and (ii) cash,
deposit accounts and securities accounts maintained with Bank
and/or any of Bank's affiliates, including, without
limitation, the following:


(a) Any and all copyright rights, copyright applications,
copyright registrations and like protections in each
work or authorship and derivative work thereof,
whether published or unpublished and whether or not
the same also constitutes a trade secret, now or
hereafter existing, created, acquired or held;


(b) All mask works or similar rights available for the
protection of semiconductor chips, now owned or
hereafter acquired;


(c) Any and all trade secret ...