**Exhibit10.11**

**SECOND AMENDMENT TO LEASE**

THISSECOND AMENDMENT TO LEASE (“Second Amendment”) is made this 17th day of May,2007 (the “Effective Date”), between 125 CONSTITUTION ASSOCIATES, L.P., aCalifornia limited partnership, herein referred to as “Landlord”, and XTENT,INC., a Delaware corporation, herein referred to as “Tenant”.

**WITNESSETH:**

WHEREAS,Landlord and Tenant entered into a Lease entitled “Business Park Lease” datedSeptember 15, 2003, for certain demised premises consisting ofapproximately 14,551 rentable square feet located on the first floor of thebuilding located at 125-135 Constitution Drive, Menlo Park, California (the“Building”), as more particularly described in said Lease, and

WHEREAS,Landlord and Tenant entered into an Amendment to Lease dated November 22,2005, wherein the demised premises was increased to include approximately 5,587rentable square feet of space located on the second floor of the Building (thedemised premises as previously expanded may also be referred to herein as the“Existing Premises”, and the Business Park Lease, as previously amended, isherein referred to as the “Lease”); and

WHEREAS,Landlord has remeasured the Building and all of the spaces therein and hascalculated different square footages of the Existing Premises and the Buildingthan those specified in the Lease, and the parties desire that the squarefootages of the Existing Premises and the Building shall be as shown on theExhibits attached hereto and incorporated herein by reference.

WHEREAS,Landlord and Tenant wish to furtherincrease the size of the demised premises subject to the Lease by adding to the Existing Premises the remainingspace on the first floor of the Building containing approximately 30,398rentable square feet (the “Expansion Space”) as shown on Exhibit “X”attached hereto, all as more particularly set out hereinbelow.

NOW,THEREFORE, in consideration of the covenants and conditions contained herein,Landlord and Tenant agree to amend the Lease as follows:

1.                                       Additionof Expansion Space to Premises.  Landlordshall deliver, and Tenant shall accept, possession of the Expansion Space onMay 21, 2007 (such date shall be the “Expansion Commencement Date”), andthe demised premises shall increase from approximately 20,138 rentable squarefeet to approximately 50,536 rentable square feet of the approximately 64,413rentable square feet in the Building, by adding the Expansion Space to theExisting Premises, and all references in the Lease to the “demised premises”shall, on and after the Expansion Commencement Date, be deemed to refer to boththe Existing Premises and the Expansion Space. Effective on the Expansion Commencement Date, Exhibits “A” and “B”attached to the Lease are hereby deleted in their entirety and shall bereplaced with Exhibits “A” and “B” attached hereto.  Tenant shall include the Expansion Space inall insurance 

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required in the Leaseto be carried by Tenant and shall provide Landlord evidence thereof as of theExpansion Commencement Date.

2.                                       Condition of Expansion Space.  Landlordshall not be required to perform any work in the Expansion Space, and Tenantaccepts the Expansion Space in an “asis” condition.  Tenant shall performimprovements in the Expansion Space at Tenant’s sole cost and expense pursuantto plans and specifications approved in advance by Landlord.

3.                                       Extension of Lease Term; Surrender.  Effectiveas of the Effective Date, the demised term of the Lease is hereby extended forthe period up to and including May 31, 2012 (the “Extended Term”).

4.                                       Adjustmentof Base Rent.  From the EffectiveDate of this Second Amendment through May 31, 2007, there shall be nochange in the rent (except utilities for the Expansion Space which are payablecommencing May 1, 2007) payable under Article 2 of the Lease.  Commencing on June 1, 2007 (the“Expansion Rent Commencement Date”) the base rent payable under Section 2.1of the Lease shall be amended to be as set forth below:
| **Period**                                            | ** ** | **Monthly Base Rent** | ** ** | **Annual Base Rent** |   |
|-------------------------------------------------------|------------|-----------------------|------------|----------------------|--------|
| June 1, 2007 to  and including November 30, 2007      |       |                  | $          | 22,500.00            |   | N/A |   |
| December 1, 2007  to and including May 31, 2008       |       |                  | $          | 28,500.00            |   | N/A |   |
| June 1, 2008 to  and including May 31, 2009 |       |                  | $          | 39,039.06            |   | $ | 468,468.72 |   |
| June 1, 2009 to  and including May 31,2010            |       |                  | $          | 40,210.23            |   | $ | 482,522.78 |   |
| June 1, 2010 to  and including May 31, 2011           |       |                  | $          | 41,416.54            |   | $ | 496,998.46 |   |
| June 1, 2011 to and  including May 31, 2012           |       |                  | $          | 42,659.03            |   | $ | 511,908.41 |   |

 

5.                                       Increasein Security Deposit.  The parties agree that upon execution anddelivery of this Second Amendment, Tenant shall pay to Landlord the amount of$25,896.79 as an additional Security Deposit, for a total Security Deposit of$45,000.00, 

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which shall be held by Landlord pursuant to theterms of the Lease, as amended herein. The Security Deposit (less any application of the Security Deposit toTenant defaults under the terms of the Lease) shall be returned to Tenantwithin sixty (60) days following the termination of the Lease and the deliveryof possession of the Premises from Tenant to Landlord.

6.                                       NoRight to Extend Term.  Effective as of the Effective Date, Tenant’soption to extend the term of the Lease contained in Section 1.2. of theLease shall be null and void and of no further force or effect.

7.                                       Use.

(a)                                  PermittedUse.  Effective as of the Effective Date, Tenant’suse of the demised premises described in Section 8.1 of the Lease shallbe office, research and development, non-retail sales, light assembly andstorage, light manufacturing, including, without limitation, the manufacturingof medical devices, and for no other purposes without Landlord’s writtenconsent, which consent shall not be unreasonably withheld.

(b)                                 Parking& Signage.  At no additional cost, Tenant shall have thenon-exclusive use of all parking areas and all signage for the Building.  Without Tenant’s prior written consent,Landlord shall not use and shall not grant to any third party the right to useany of the parking spaces for the Building.

8.                                       VacantSpace.

(a)                                  Tenant’sShare of Expenses.  Tenant acknowledges that because Tenant isleasing and occupying the entire first floor of the Building as of theExpansion Commencement Date, it will be impossible for Landlord to lease theremaining vacant space located on the second floor of the Building containingapproximately 13,877 rentable square feet as shown on the plan attached heretoas Exhibit “X-1” (herein, the “Vacant Space”). Therefore, the parties agree that, as of the Expansion Rent CommencementDate, Tenant shall pay one hundred percent (100%) of all additional rent itemspayable pursuant to the Lease, as amended herein, and Tenant’s prorata sharereferred to in Section 11.3 of the Lease shall be increased to 100%.

(b)                                 Useof Vacant Space.  In addition, Tenant acknowledges and agreesthat in the event Tenant uses or occupies the Vacant Space at any time duringthe demised term for any reason, including for storage (a “Vacant Space Use”)without the prior written consent of Landlord, then commencing as of the dateof such use or occupancy Tenant shall be deemed to be leasing the entire VacantSpace, the Vacant Space shall be deemed added to the demised premises, andTenant’s base rent shall be increased in the same manner as described inparagraph 10(c) hereinbelow to include the square footage of the VacantSpace.  Notwithstanding the foregoing to thecontrary, the following shall not be a Vacant Space Use: (i) temporary entryinto the Vacant Space for the purpose of repairing or improving the demisedpremises, and (ii) use of the Vacant Space as a temporary meeting space for itsemployees, officers, stockholders, directors and guests during the demised termof the Lease, for not more than three (3) days in any one calendar month normore than twelve (12) days in any one (1) year period.

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9.                                       Repairs.  As of the Expansion Commencement Date, Section11.6 of the Lease shall be amended to exclude from the provisions thereinall costs associated with the replacement of the roof membrane and underlaymentof the Building.  In lieu of suchprovisions, the parties agree that commencing on the Expansion CommencementDate and continuing during the Extended Term herein, Landlord shall beresponsible, at Landlord’s sole cost and expense, for maintaining the roof andall costs associated with the repair, maintenance and/or replacement of theroof and roof membrane of the Building and shall not pass-through any suchcosts to Tenant.

10.                                 Rightto Lease Vacant Space.  Provided the Lease is in full force andeffect and so long as Tenant is not in default under any of the terms andconditions of the Lease beyond the applicable notice and cure periods, at anytime during the Lease term, subject to the provisions of paragraph 8 above,Tenant shall have the option to lease all or any portion of the Vacant Spacedesignated by Tenant in its exercise notice for that portion of the Lease termdesignated by Tenant in its exercise notice, subject to the following terms andconditions:

(a)                                  Deliveryof Leased Vacant Space.  Landlord shall deliver possession of theVacant Space so leased (the “Leased Vacant Space”) to Tenant within thirty (30)days after Landlord receives Tenant’s written notice thereof.  The demised term of the Lease for the LeasedVacant Space shall commence upon delivery of possession of the Vacant Space toTenant and shall expire on the date designated in Tenant’s written notice,which date shall be no later than the expiration of the demised term for thedemised premises (i.e., May 31, 2012);

(b)                                 Additionof Leased Vacant Space.  From and after delivery of possession of theLeased Vacant Space to Tenant, the Leased Vacant Space shall be added to thedemised premises leased by Tenant hereunder;

(c)                                  BaseRent Adjustment.  Effective as of the date Landlord deliverspossession of the Leased Vacant Space to Tenant and throughout the designatedterm for the Leased Vacant Space, Tenant shall pay an additional monthly baserent for the Leased Vacant Space in the amount equal to the rentable squarefootage of the Leased Vacant Space times the following rates per square footfor the applicable portion of the term as follows:
| Leased Vacant Space Rent Rate       | ** ** | **Rate** | ** ** |
|---------------------------------------------------------|------------|----------|------------|
| Commencing June 1, 2007, to and including May 31,  2008 |       | $        | 0.75       |   |
| Commencing June 1, 2008 to and including May 31,  2009  |       | $        | .0.7725    |   |
| Commencing June 1 2009 to and including May 31, 2010    |       | $        | 0.795675   |   |
| Commencing June 1 2010 to and including May 31, 2011    |       | $        | 0.819545   |   |
| Commencing June 1, 2011 to and including May 31,  2012  |       | $        | 0.844131   |   |

 

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(d)                                 Conditionof Leased Vacant Space.  Landlord shall not be required to perform anywork in the Vacant Space, and Tenant accepts the Leased Vacant Space in an “asis” condition.  Any work to be performedin the Leased Vacant Space shall be performed by Tenant at Tenant’s sole costand expense pursuant to plans and specifications approved in advance byLandlord.

(e)                                  Noticeof Exercise.  If Tenant wishes to exercise its option tolease Vacant Space, Tenant shall notify Landlord in writing thereof and theparties shall promptly thereafter execute an amendment to the Lease to add theLeased Vacant Space to the demised premises under the terms and conditionshereof.

11.                                 Landlord’sRight to Terminate.  If at any time during the Extended TermLandlord receives redevelopment entitlements or the like with definitive plansto redevelop the parcel upon which the demised premises is a part, thenLandlord shall have the ongoing option to terminate the Lease with atermination date any time on or after May 1, 2009, by giving writtennotice thereof to Tenant of its election and the termination date (which dateshall be at least one hundred eighty (180) days after the date of Landlord’snotice).  Tenant shall vacate the demisedpremises on or before such date.  Thereshall be no termination fee associated with an early termination of the Leasepursuant to the provisions herein.

12.                                 Tenant’sRight to Terminate.  Tenant shall have the ongoing option toterminate the Lease with a termination date any time on or after May 1,2009, by giving written notice thereof to Landlord of its election and thetermination date (which date shall be at least one hundred eighty (180) daysafter the date of Tenant’s notice). Tenant shall vacate the demised premises on or before such date.  There shall be no termination fee associatedwith an early termination of the Lease pursuant to the provisions herein.

13.                                 Restorationof the Demised Premises.  If theLease is terminated by Landlord pursuant to the provisions of paragraph 11hereinabove, then Tenant shall not be obligated to restore any alterations,additions or improvements made by Tenant in the demised premises or repair anydamage to the demised premises at the termination of the demised term of theLease, subject to the provisions of paragraphs 14 and 15 hereinbelow.  However, if the Lease is terminated by Tenantpursuant to the provisions of paragraph 12 hereinabove or if the Lease isterminated pursuant to other provisions of the Lease (except by Landlordpursuant to paragraph 11 hereinabove), or if the demised term of the Leaseexpires by its own terms, then Tenant shall remain obligated, on or before thetermination or expiration of the demised term, to restore any alterations,additions or improvements made by Tenant in the demised premises and tosurrender the demised premises without damage, injury or disturbance thereto,pursuant to the provisions of the Lease.

14.                                 Tenant’sPersonal Property/Trade Fixtures. Notwithstanding the foregoing provisions of this Second Amendment, on orbefore the expiration or earlier termination of the demised term of the Lease,Tenant shall remain obligated to remove Tenant’s personal property and all ofTenant’s trade fixtures, furnishings and equipment from the demisedpremises.  The parties agree that anymodular clean-room or similar structures that Tenant may place within the demisedpremises during the demised term shall be 

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treated as a“trade fixture” and shall be Tenant’s sole property for all purposes of theLease.

15.                                 HazardousMaterials.  Notwithstanding theforegoing provisions of this Second Amendment, Tenant’s obligations andindemnities under the Lease with respect to hazardous materials shall remain infull force and effect.

16.                                 Brokers.  Tenant warrants that it has not had anydealings with any realtor, broker or agent in connection with the negotiationof this Second Amendment with the exception of the commissions payable toStaubach Bay Area, Inc. and Cornish and Carey Commercial.  The parties acknowledge that the commissionpayable by Landlord to Staubach Bay Area, Inc., for each year during theExtended Term is 4% of the amount of the annual base rent payable underparagraph 4 above that is allocable to the Expansion Space on the basis ofsquare footage, and if applicable, 4% of any base rent payable under paragraph10 above.  Such commission shall bepayable with respect to the first twenty four (24) months of the Extended Term,on the date hereof, with adjustment for any additional base rent paid underparagraph 10 above, to be made at the end of such twenty four (24) monthperiod.  With respect to each additionalone year period or portion thereof during the Extended Term, commissionpayments shall be due at the end of each such one year period or portionthereof.  Except with respect to theamounts owed to Staubach Bay Area and Cornish and Carey Commercial, Tenantholds Landlord harmless from any cost, expense or liability for anycompensation, commissions or charges claimed by any realtor, broker, or agentengaged or introduced by Tenant with respect to this Second Amendment and/orthe negotiation thereof.

17.                                 Conflict.  It is understood and agreed that all otherterms and conditions of the Lease shall be and remain the same.  If there is any conflict between theprovisions of this Second Amendment and the provisions of the Lease, theprovisions contained in this Second Amendment shall control.

18.                                 Interpretation.  This Second Amendment shall be construedunder the laws of the State of California. If any provision of this SecondAmendment, or portion thereof, or the application thereof to any person orcircumstances shall, to any extent, be invalid or unenforceable, the remainderof this Second Amendment shall not be affected thereby and each provision ofthis Second Amendment shall be valid and enforceable to the fullest extentpermitted by law.

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INWITNESS WHEREOF, the parties have executed this Second Amendment as of the datefirst hereinabove written.
| TENANT:                | LANDLORD:                          |
|------------------------|------------------------------------|
|                   |                               |
| XTENT, INC.,           | 125 CONSTITUTION ASSOCIATES, L.P., |
| a Delaware corporation |                               | a California partnership |
|                   |                               |
| By                     |                               | /s/ R.E. Campbell |   | By: | BOHANNON DEVELOPMENT COMPANY, |
| Name:                  |                               | R.E. Campbell |   |   | Managing Partner |
| Title:                 |                               | CTO |   |   |   |
|                   |                               |   |   |   |
|                   |                               |   |   | By: | /s/ Scott  Bohannon |
| By                     |                               | /s/ Henry A. Plain Jr. |   |   |   | Senior Vice  President |
| Name:                  |                               | Henry A. Plain Jr. |   |   |   |   |
| Title:                 |                               | Chairman |   |   |   |   |
|                   |                               | By: | /s/ Ernest Lotti  jr. |
|                   |                               |   | Secretary |
|                        |                                    |  |  |  |  |  |  |  |  |  |  |  |

 

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