Waiver of Preemptive Rights



 Exhibit 10.8 
  
 WAIVER OF PREEMPTIVE RIGHTS 
 AND 
 AMENDMENT OF 
 AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 
  
 The undersigned, a party to that certain Amended and Restated Investor Rights Agreement dated February 5, 2002, as amended (the “Rights Agreement”) by and among Xcyte Therapies, Inc., a Delaware
corporation (the “Company”) and the parties identified on Schedule A and Schedule B attached thereto (the “Investors”), by execution of this document, hereby (on behalf of itself and the other parties
to the Rights Agreement): (a) amends the Rights Agreement, and (b) waives its preemptive rights, in each case pursuant to Section 8.1 of the Rights Agreement and as set forth below. Capitalized terms used herein but not defined herein shall have the
meaning given to them in the Rights Agreement. 
  
 1. Waiver
of Preemptive Rights. The undersigned hereby waives its preemptive rights set forth in Section 2 of the Rights Agreement (and the notice requirements therefor) with respect to the issuance of certain Convertible Promissory Notes of the
Company (the “Notes”) and Warrants to purchase Preferred Stock of the Company (the “Warrants”) to be issued pursuant to the terms of the Convertible Note and Warrant Purchase Agreement, dated as of October 9, 2003,
between the Company and the purchasers (the “Purchasers”) identified on Exhibit A thereto (the “Purchase Agreement”), and the securities issuable upon conversion of such Notes and exercise of such Warrants or
other securities issuable upon conversion of such securities. Any preemptive rights of the undersigned with respect to subsequent issuances of the Company’s securities shall not be affected by the waiver set forth herein. 
  
 2. Amendment of Rights Agreement. Pursuant to the terms of the
Purchase Agreement, the Company and the Investors hereby amend the Rights Agreement in order to: (a) add the Purchasers as parties to the Rights Agreement, to the extent such Purchasers are not yet parties to the Rights Agreement, which Purchasers,
upon signing a counterpart signature page to the Rights Agreement, shall be deemed an “Investor” and “Holder” thereunder and subject to all applicable rights and obligations contained therein, and (b) include in the definition of
“Registrable Securities” in Section 1.1(g) of the Rights Agreement the Common Stock or other securities issued or issuable upon conversion of the Notes, the securities issuable upon exercise of the Warrants and other securities issuable
upon conversion of such securities. 
  
 This Waiver of Preemptive
Rights and Amendment of the Amended and Restated Investor Rights Agreement is effective as of the date the Company and the holders of at least a majority in interest of the Registrable Securities execute the same. 
  
  
 [Signature Page Follows] 







 This Waiver of Preemptive Rights and Amendment of the Amended and Restated Investor Rights Agreement may
be signed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 
  

	COMPANY:
	
	 XCYTE THERAPIES, INC.,
 a Delaware corporation

		
	 By:
	 	 /S/    RONALD J. BERENSON

	 	 	



  
  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 









	 	 	SPROUT CEO FUND, L.P.
			
	 	 	 By:
	 	 DLJ Capital Corporation, its General Partner

			
	 	 	 By:
	 	 /S/    PHILLIPE CHAMBON

	 	 	 	 	

	 	 	 Name:
	 	 Phillipe Chambon

	 	 	 	 	

	 	 	 Title:
	 	 Managing Director

	 	 	 	 	

			
	 	 	 Address:
	 	 3000 Sand Hill Road

	 	 	 	 	 Building 3, Suite 170

	 	 	 	 	 Menlo Park, CA 94025

		
	 	 	SPROUT CAPITAL VII, L.P.
			
	 	 	 By:
	 	 DLJ Capital Corporation, its Managing General Partner

			
	 	 	 By:
	 	 /S/    PHILLIPE CHAMBON

	 	 	 	 	

	 	 	 Name:
	 	 Phillipe Chambon

	 	 	 	 	

	 	 	 Title:
	 	 Managing Director

	 	 	 	 	

			
	 	 	 Address:
	 	 3000 Sand Hill Road

	 	 	 	 	 Building 3, Suite 170

	 	 	 	 	 Menlo Park, CA 94025


  
  
 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND
CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 








	 	 	ALTA CALIFORNIA PARTNERS, L.P.
			
	 	 	 By:
	 	 Alta California Management Partners, L.P.

			
	 	 	 By:
	 	 /S/    JEAN DELEAGE

	 	 	 	 	

	 	 	 	 	 Jean Deleage, General Partner

			
	 	 	 Address:
	 	 One Embarcadero Center

	 	 	 	 	 Suite 4050

	 	 	 	 	 San Francisco, CA 94111

		
	 	 	ALTA EMBARCADERO PARTNERS, L.L.C.
			
	 	 	 By:
	 	 /S/    JEAN DELEAGE

	 	 	 	 	

	 	 	 	 	 Jean Deleage, General Partner

			
	 	 	 Address:
	 	 One Embarcadero Center

	 	 	 	 	 Suite 4050

	 	 	 	 	 San Francisco, CA 94111


  
  
 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND
CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 








	 	 	ARCH VENTURE FUND III, L.P.,
	 	 	 a Delaware limited partnership

			
	 	 	 By:
	 	 ARCH VENTURE PARTNERS, L.L.C

	 	 	 	 	 a Delaware limited partnership, its General Partner

			
	 	 	 By:
	 	 /S/    ROBERT NELSEN

	 	 	 	 	

	 	 	 Name:
	 	 Robert Nelsen

	 	 	 	 	

	 	 	 Title:
	 	 Managing Director

	 	 	 	 	

			
	 	 	 Address:
	 	 1000 Second Avenue

	 	 	 	 	 Suite 3700

	 	 	 	 	 Seattle, WA 98104-1053

		
	 	 	ARCH VENTURE PARTNERS II, L.P.,
	 	 	 a Delaware limited partnership

			
	 	 	 By:
	 	 ARCH MANAGEMENT PARTNERS II, L.P.,

	 	 	 	 	 a Delaware limited partnership, its General Partner

			
	 	 	 By:
	 	 ARCH VENTURE PARTNERS, L.P.,

	 	 	 	 	 a Delaware limited partnership, its General Partner

			
	 	 	 By:
	 	 ARCH VENTURE CORPORATION,

	 	 	 	 	 an Illinois corporation, its General Partner

			
	 	 	 By:
	 	 /S/    ROBERT NELSEN

	 	 	 	 	

	 	 	 Name:
	 	 Robert Nelsen

	 	 	 	 	

	 	 	 Title:
	 	 Managing Director

	 	 	 	 	

			
	 	 	 Address:
	 	 1000 Second Avenue

	 	 	 	 	 Suite 3700

	 	 	 	 	 Seattle, WA 98104-1053


  
  
 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND
CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 
  
  







  

	 HEALTHCARE FOCUS FUND, L.P.,
 a Delaware limited partnership

		
	 By:
	 	 ARCH VENTURE PARTNERS V, L.P.,
 its
General Partner

		
	 By:
	 	 ARCH VENTURE PARTNERS V, L.L.C.,
 its
General Partner

		
	 By:
	 	 /S/    ROBERT NELSEN


	 Name:
	 	 Robert Nelsen


		
	 Title:
	 	 Managing Director


		
	 Address:
	 	 1000 Second Avenue
 Suite 3700

Seattle, WA 98104-1053



  
  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 









	 MPM ASSET MANAGEMENT INVESTORS
 2000 B L.L.C.

		
	 By:
	 	 /S/    NICHOLAS GALAKATOS


		
	 Name:
	 	 Nicholas Galakatos


		
	 Title:
	 	 Investment Manager


		
	 Address:
	 	 111 Huntington Avenue
 31st
Floor
 Boston, MA 02199

	
	 MPM BIOVENTURES GMBH & CO.
 PARALLEL-BETEILIGUNGS KG

		
	 By:
	 	 /S/    NICHOLAS GALAKATOS


		
	 Name:
	 	 Nicholas Galakatos


		
	 Title:
	 	 Investment Manager


		
	 Address:
	 	 111 Huntington Avenue
 31st
Floor
 Boston, MA 02199

	
	 MPM BIOVENTURES II, L.P.

		
	 By:
	 	 /S/    NICHOLAS GALAKATOS


		
	 Name:
	 	 Nicholas Galakatos


		
	 Title:
	 	 Investment Manager


		
	 Address:
	 	 111 Huntington Avenue
 31st
Floor
 Boston, MA 02199

	
	 MPM BIOVENTURES II-QP, L.P.

		
	 By:
	 	 /S/    NICHOLAS GALAKATOS


		
	 Name:
	 	 Nicholas Galakatos


		
	 Title:
	 	 Investment Manager


		
	 Address:
	 	 111 Huntington Avenue
 31st
Floor
 Boston, MA 02199



  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 








  

	FALCON TECHNOLOGY PARTNERS, L.P.
		
	By:	 	/S/ JAMES RATHMAN
	 	

	 	 	 James Rathman
 Its General
Partner
  

	 Address: 600 Dorset Road
 Devon, PA 19333




	 	

  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 









	RIVERVEST VENTURE FUND I, L.P.
		
	 By:
	  	RiverVest Venture Partners I, L.L.C., its general partner
	 	  	

		
	 By:
	  	/S/    MARK J. MENDEL
	 	  	

	 Name:
	  	Mark J. Mendel, Ph.D.
	 	  	

	 Title:
	  	Manager
	 	  	

		
	 Address:
	  	 7733 Forsyth Boulevard
 Suite
1650
 St. Louis, MO 63105



  
  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 









	W CAPITAL PARTNERS IRONWORKS, L.P.
		
	 By:
	  	/S/ STEPHEN WERTHEIMER
	 	  	

	 Name:
	  	Stephen Wertheimer
	 	  	

	 Title:
	  	Managing Director
	 	  	

		
	 Address:
	  	 245 Park Avenue
 39th Floor
 New York, NY 10167



  
  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 









	 VULCAN INC.

		
	 By:
	 	 JO ALLEN PATTON


		
	 Name:
	 	 /s/    Jo Allen Patton


		
	 Title:
	 	 Vice Chairman


		
	 Address:
	 	 505 Fifth Avenue
 Suite 900
 Seattle, WA 98104



  
  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 









	 VECTOR LATER-STAGE EQUITY FUND II, L.P.

		
	 By:
	 	 Vector Fund Management II, L.L.C,
 its
General Partner

		
	 By:
	 	 /S/    DOUGLAS REED


		
	 Name:
	 	 Douglas Reed


		
	 Title:
	 	 Managing Director


		
	 Address:
	 	 1751 Lake Cook Road
 Suite 350

Deerfield, IL 60015

	
	 VECTOR LATER-STAGE EQUITY FUND II, (Q.P.) L.P.

		
	 By:
	 	 Vector Fund Management II, L.L.C,
 its
General Partner

		
	 By:
	 	 /S/    DOUGLAS REED


		
	 Name:
	 	 Douglas Reed


		
	 Title:
	 	 Managing Director


		
	 Address:
	 	 1751 Lake Cook Road
 Suite 350

Deerfield, IL 60015



  
  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 








 PALIVACINNI PARTNER, L.L.C. 

			
	 	 	 By:
	 	 /S/    DOUGLAS REED

	 	 	 	 	

			
	 	 	 Name:
	 	         Douglas Reed

	 	 	 	 	

			
	 	 	 Title:
	 	         Managing Member

	 	 	 	 	

		
	 	 	 Address: 1751 Lake Cook Road     
                 Suite 350
                 Deerfield, IL
60015


  
 SIGNATURE PAGE TO
XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT 







  

	 1998 CO-INVESTING L.L.C.

		
	By:	 	/S/ JEFFREY M. MCDONNELL
	 	

		
	 Name:
	 	 Jeffrey M. McDonnell


		
	 Title:
	 	 Manager


		
	 Address:
	 	 1034 S. Brentwood Blvd.
 Suite
1860
 St. Louis, MO 63117



  
  

 SIGNATURE PAGE TO XCYTE THERAPIES, INC. 
 WAIVER OF PREEMPTIVE RIGHTS AND CONSENT TO AMENDMENT OF INVESTOR RIGHTS AGREEMENT