THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Myogen, Inc. (MYOG)

4/10/2006 Proxy Information

We have entered into the transactions described below with certain of our directors, officers, principal stockholders or their affiliates. We believe that each of the transactions described below was carried out on terms that were no less favorable to us than those that would have been obtained from unaffiliated third parties. Any future transactions between us and any of our directors, officers or principal stockholders will be on terms no less favorable to us than could be obtained from unaffiliated third parties and will be approved by a majority of the independent and disinterested members of the Board of Directors.

Employment and Indemnity Agreements

We have entered into employment and indemnity agreements with each of our executive officers. See “Employment, Severance and Change of Control Agreements.” We also entered into a Retirement, Consulting and General Release Agreement with Mr. Julian. See “Employment, Severance and Change of Control Agreements.” We have also amended the employment agreement with Dr. Michael Bristow. See “ARCA Discovery, Inc.” below.

Agreements with Directors and Executive Officers

University of Colorado Health Science Center

The Company made annual contributions of $169,000, $228,000 and $269,000 for fiscal years ended December 31, 2005, 2004 and 2003, respectively, and $1,795,000 for the period from inception to December 31, 2005, to the University of Colorado to support academic research in heart failure, including research performed by Dr. Michael Bristow. Such contributions and payments were recorded as research and development expense. In addition, under the terms of the Company’s license agreement with University License Equity Holdings, Inc. (formerly the University Technology Corporation), or ULEHI, an affiliate of the University of Colorado, the Company is obligated to pay royalties to ULEHI on the sale of any products based upon technology licensed from ULEHI. Under policies of the University of Colorado, Dr. Bristow would be entitled to a share of any such royalty payments.

Clinical Cardiovascular Research, LLC

Dr. Michael Bristow, a Scientific Advisor and a Director of the Company, has served as a director of Clinical Cardiovascular Research, LLC for each of the last three years. On December 4, 1998, the Company entered into a Clinical Research Services Master Agreement with Clinical Cardiovascular Research, LLC, as amended, pursuant to which it paid $1,474,000 in 2003 and $2,141,000 in 2002. This agreement terminated in December 2003, however, $604,000 and $1,367,000 of research was performed in 2005 and 2004, respectively, on a fee for service basis. Payments pursuant to this agreement totaled $10,247,000 for the period from inception to December 31, 2005. Such payments are recorded as research and development expense. Dr. Bristow does not receive any compensation for his service as a director of Clinical Cardiovascular Research, LLC.

ARCA Discovery, Inc.

On October 7, 2005, the Company executed a Strategic Alliance Agreement (the “Strategic Alliance Agreement”) with ARCA Discovery, Inc.(“ARCA”), a pharmacogenomic drug development and discovery company in the field of cardiovascular disease formed by Dr. Michael Bristow, the Company’s founder. The Strategic Alliance Agreement became effective on February 21, 2006 upon ARCA’s completion of certain fundraising milestones.

In connection with the effectiveness of the Strategic Alliance Agreement, the Company entered into an amended and restated employment agreement (“Bristow Employment Agreement”) with Dr. Bristow. The Bristow Employment Agreement amends and supersedes all prior agreements with respect to employment between the Company and Dr. Bristow. The Bristow Employment Agreement permits Dr. Bristow to proceed with his involvement in ARCA’s proposed business activities subject to the terms of the Strategic Alliance Agreement, including the non-competition and right of first negotiation provisions described below.

In connection with the Bristow Employment Agreement, Dr. Bristow resigned as the Company’s Chief Scientific and Medical Officer and was appointed Founder and Scientific Advisor to the Company. Dr. Bristow will continue to earn an annual salary of $100,000, which amount may be adjusted periodically in the sole discretion of the Board of Directors or the Compensation Committee of the Board of Directors, and he must devote a minimum of 4 hours per week to the Company. The Bristow Employment Agreement provides that Dr. Bristow’s employment with the Company is at-will and may be altered or terminated by either Dr. Bristow or the Company at any time and Dr. Bristow will not be entitled to any severance payments upon termination of his employment with the Company. Dr. Bristow was entitled to certain severance payments under his prior employment agreement with the Company. Dr. Bristow will continue to serve on the Company’s Board of Directors without additional compensation.

Upon the effectiveness of the Strategic Alliance Agreement, the Company received an equity interest in ARCA and a right of first negotiation with respect to certain development compounds or targets identified by ARCA and ARCA received certain exclusive and non-exclusive licenses to research and development intellectual property not currently being utilized by the Company. Additionally, ARCA and its affiliates are prohibited from engaging in any research, development, promotion or commercialization activities relating to: (i) certain targets the Company has identified, (ii) the diagnosis, treatment or prevention of hypertension (including resistant and pulmonary hypertension, but not including the use of a beta-blocker for hypertension) or renal disease, or (iii) any product which is a positive inotrope or PDE-3 inhibitor intended for therapeutic use or used in the diagnosis, treatment, management or prevention of heart failure, in each case for certain specified periods extending from the effective date of the Strategic Alliance Agreement.

In conjunction with Dr. Bristow’s appointment and the Employment Agreement, Dr. Bristow has acknowledged his obligations under the Employee Proprietary Information and Inventions Agreement between Dr. Bristow and the Company and, has entered into a new Employee Proprietary Information and Inventions Agreement which reflects exclusions to the non-competition restrictions and invention assignment provisions for certain activities related to ARCA and its products, services and business activities.

Option Exercises

The following table sets forth certain information as to those executive officers and directors who have exercised stock options from January 1, 2006 through March 31, 2006. (See page 35 for table).