EX-10.43(b)



 Exhibit 10.43(b) 

CATALYST BIOSCIENCES, INC. 

AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT 

THIS AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT (this “Amendment”) is made as of June 29, 2015 (the “Effective
Date”) by and among CATALYST BIOSCIENCES, INC., a Delaware corporation (the “Company”), and the undersigned, each of which is herein referred to as an “Investor.” 

WHEREAS, the Company and the Investors previously entered into that certain Note and Warrant Purchase Agreement dated May 29, 2015 (the
“Agreement”), pursuant to which the Company issued to the Investors convertible promissory notes and warrants. 
 WHEREAS,
pursuant to Section 5.7 of the Agreement, the Agreement may be amended by the Investors holding convertible promissory notes representing at least two-thirds of the aggregate principal amounts of all convertible promissory notes issued
thereunder (“Requisite Holders”), and the undersigned constitute at least the Requisite Holders. 
 WHEREAS, the Company and the
undersigned desire to sell and issue additional convertible promissory notes and warrants in a subsequent closing. 
 NOW, THEREFORE, the
parties hereto hereby agree as follows: 
 AMENDMENT 

1. Capitalized Terms. All capitalized terms used herein but not specifically defined in this Amendment shall have the meanings ascribed
to such terms in the Agreement. 
 2. Amendment to Section 2.1 (Closing). Section 2.1 (Closing) of the Agreement is hereby
amended and restated in its entirety as follows: 
 2.1 Closings. 

(a) Initial Closing. The Company may issue and sell Notes in the aggregate principal amount of $2,000,000 hereunder. The
initial closing of the purchase and sale of Notes in the aggregate principal amount of up to $1,000,000 (the “Initial Closing”) shall be held at the offices of Morrison & Foerster LLP, 755 Page Mill Road, Palo Alto,
California 94304 at 10:00 a.m. on the date hereof or at such other place and date as is mutually agreeable to the Company and Investors that are identified on Exhibit A as purchasing Notes representing at least two-thirds of the
aggregate Principal Amounts of all Notes to be issued at the Initial Closing. 
 (b) Subsequent Closing. Subsequent to
the Initial Closing, the Company may issue and sell additional Notes, in the aggregate principal amount up to the balance not previously sold, to additional investors (the “Subsequent Closing”). Any such additional investor
shall execute and deliver a counterpart signature page to this Agreement, and 

  
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thereby become a party to and be deemed an Investor hereunder. All additional Investors and all additional Principal Amounts invested hereunder shall be reflected on Exhibit A, which
shall be automatically amended without any further action by any party hereto. The Subsequent Closing shall be held at the offices of Morrison & Foerster LLP, 755 Page Mill Road, Palo Alto California 94304, on such date or at such other
place as is mutually agreeable to the Company and Investors that are identified on Exhibit A as purchasing Notes representing at least two-thirds of the aggregate Principal Amounts of all Notes to be issued at such closing (which each
such date and place, together with the Initial Closing, are designated as a “Closing”). 
 4. References to
“the Closing”. All references to “the Closing” shall be replaced with “each Closing” except for such references in Exhibit C (form of Warrant). 

5. Governing Law. This Amendment shall be governed by the laws of the State of Delaware, without regard to its conflicts of laws
provisions. 
 6. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but
all of which shall constitute one and the same instrument. The parties contemplate that they may be executing counterparts of this Amendment transmitted by facsimile or electronic mail in PDF format and agree and intend that a signature by either
facsimile machine or electronic mail in PDF format shall bind the party so signing with the same effect as though the signature were an original signature. 

7. Conflicting Terms. In the event of any inconsistency or conflict between the Agreement and this Amendment, the terms, conditions and
provisions of this Amendment shall govern and control. 
 8. Agreement in Full Force. Except as expressly set forth herein, the
Agreement remains in full force and effect. 
 [Signature Pages Follow] 

*        *        * 

  
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 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	COMPANY:
	
	CATALYST BIOSCIENCES, INC.
	a Delaware corporation
		
	By:		/s/ Nassim Usman
	Nassim Usman, Ph.D.
	President & Chief Executive Officer
	
	Address:
	260 Littlefield Avenue
	South San Francisco, CA 94080
		
	Fax:		  




  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

					
	ESSEX WOODLANDS HEALTH VENTURES FUND VIII, L.P.
			
			BY:		ESSEX WOODLANDS HEALTH VENTURES VIII, L.P.
					ITS GENERAL PARTNER
			
			BY:		ESSEX WOODLANDS HEALTH VENTURES VIII, LLC
					ITS GENERAL PARTNER
		
	By:		/s/ Jeff Himawan
	Title:		Manager
	
	ESSEX WOODLANDS HEALTH VENTURES FUND VIII-A, L.P.
			
			BY:		ESSEX WOODLANDS HEALTH VENTURES VIII, L.P.
					ITS GENERAL PARTNER
			
			BY:		ESSEX WOODLANDS HEALTH VENTURES VIII, LLC
					ITS GENERAL PARTNER
		
	By:		/s/ Jeff Himawan
	Title:		Manager
	
	ESSEX WOODLANDS HEALTH VENTURES FUND VIII-B, L.P.
			
			BY:		ESSEX WOODLANDS HEALTH VENTURES VIII, L.P.
					ITS GENERAL PARTNER
			
			BY:		ESSEX WOODLANDS HEALTH VENTURES VIII, LLC
					ITS GENERAL PARTNER
		
	By:		/s/ Jeff Himawan
	Title:		Manager

  

			
	Notice Address:		335 Bryant Street
			3rd Floor
			Palo Alto, CA 94301
			Attn: Jeff Himawan, PhD
			Fax (650) 327-9755
		
	With a copy (which shall		
	not constitute notice) to:		Perkins Coie LLP
			131 S. Dearborn Street, Suite 1700
			Chicago, IL 60603
			Attn: Bruce Zivian
			Fax: (312) 324-9433


  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	MORGENTHALER PARTNERS VIII, L.P.
	By:		Morgenthaler Management Partner VIII, LLC
			Its Managing Partner
		
	By:		/s/ Ralph E. Christoffersen
			Ralph E. Christoffersen, Ph.D., Member

  

			
	Address:		Terminal Tower
			50 Public Terminal Square
			Suite 2700
			Cleveland, OH 44113


  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

					
	HEALTHCARE VENTURES VIII, L.P.
	By:		HealthCare Partners VIII, L.P.
			Its general partner
			By:		HealthCare Partners VIII, LLC
					Its general partner
			
			By:		/s/ Gus Lawlor
			
			Name:		Gus Lawlor
			
			Title:		  


  

			
	Address:		47 Thorndike Street
			Suite B1-1
			Cambridge, MA 02141


  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	SOFINNOVA VENTURE PARTNERS VI, L.P.
	
	as nominee for
	
	SOFINNOVA VENTURE PARTNERS VI, L.P.
	
	SOFINNOVA VENTURE PARTNERS VI GmbH & CO., K.G.
	
	SOFINNOVA VENTURE AFFILIATES VI, L.P.
		
	By:		Sofinnova Management VI, LLC
			its General Partner

  

	
	/s/ Michael F. Powell
	Michael F. Powell
	Managing Member

  

			
	Address:		3000 Sand Hill Road, Bldg. 4, Suite 250
			Menlo Park, CA 94025

  

			
	Tel: (650) 681-8425
	Fax: (650) 322-2037
	
	powell@sofinnova.com


  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	ROSETTA CAPITAL V GP LIMITED
	ON BEHALF OF ROSETTA CAPITAL V LP
		
	By:		/s/ Jonathan Hepple
			Jonathan Hepple, Director

 Address: 
 c/o
The Accounts Bureau Limited 
 83 Victoria Street 

London, SW1H OHW 
 United Kingdom

 Contact Name: Jonathan Hepple 
 Contact Email:
jph@rosettacapital.com 

  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

	
	JOHNSON & JOHNSON INNOVATION-JJDC, INC.
	
	/s/ Ashish K. Xavier
	Asish K. Xavier
	Vice President, Venture Investments

  

			
	Address:		410 George Street
			New Brunswick, NJ 08901


  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	MIRAE ASSET VENTURE INVESTMENT CO., LTD.
		
	By:		/s/ Eung Suk Kim
	Name:		Eung Suk Kim
	Title:		Chief Executive Officer

  

			
	Address:		(Mirae Asset Venture Tower) 11F
			20, Pangyoyeok-ro 241 beon-gil, Bundang-gu,
			Seongnam-si, Gyeonggi-do 463-400, Korea


  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement] 








 IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

  

			
	MIRAE ASSET GOOD COMPANY SECONDARY FUND
	By:		Mirae Asset Venture Investment Co., Ltd.
			its General Partner
		
	By:		/s/ Eung Suk Kim
	Name:		Eung Suk Kim
	Title:		Chief Executive Officer

  

			
	Address:		(Mirae Asset Venture Tower) 11F
			20, Pangyoyeok-ro 241 beon-gil, Bundang-gu,
			Seongnam-si, Gyeonggi-do 463-400, Korea


  
 [Signature page to
Amendment No. 1 to Note and Warrant Purchase Agreement]