06212001 8K PR EX10.39




Exhibit 10.39

 



SECURITIES PURCHASE AGREEMENT



SECURITIES PURCHASE AGREEMENT (this "Agreement"),
dated as of June 20, 2001, among
SangStat Medical Corporation, a corporation organized under the laws of the
State of Delaware (the "Company"), and the Purchasers listed on Schedule
I attached hereto (each, a "Purchaser" and collectively, the
"Purchasers").

WHEREAS:

The Company and the Purchasers are executing and delivering
this Agreement in reliance upon the exemption from securities registration
afforded by the provisions of Regulation D ("Regulation D"), as
promulgated by the United States Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Securities
Act").




	The Company desires to sell, and the Purchasers desire to
purchase, upon the terms and conditions stated in this Agreement, shares of the
Company's common stock, par value $.001 per share (the "Common Stock").
The shares of Common Stock issuable pursuant to this Agreement are referred to
herein as the "Shares." 


	Contemporaneous with the execution and delivery of this
Agreement, the parties hereto are executing and delivering a Registration Rights
Agreement, in the form attached hereto as Exhibit A (the "Registration
Rights Agreement"), pursuant to which the Company has agreed to provide
certain registration rights under the Securities Act and the rules and
regulations promulgated thereunder, and applicable state securities
laws.


	All references herein to monetary denominations shall
refer to lawful money of the United States of America.

NOW, THEREFORE, the Company and the Purchasers hereby agree
as follows:



	PURCHASE AND SALE COMMON STOCK.



	Purchase of  Shares.  On the Closing Date (as
defined below), subject to the satisfaction (or waiver) of the conditions set
forth in Section 6 and Section 7 below, the Company shall issue and sell to the
Purchasers, and the Purchasers severally agree to purchase from the Company,
that number of Shares set forth opposite each Purchaser's name on Schedule I
hereto at a purchase price of $11.00 per share, for the aggregate purchase price
and consideration set forth opposite such Purchaser's name thereon.


	Form of Payment.  At the Closing, the Company
shall deliver to each Purchaser a duly executed certificate or certificates (in
such denominations as such Purchaser may reasonably request) representing that
number of Shares set forth opposite such Purchaser's name on Schedule I against
payment of the purchase price therefor by wire transfer, in accordance with the
Company's written wiring instructions.


	Closing Date.  Subject to the satisfaction (or
waiver) of the conditions thereto set forth in Section 6 and Section 7 below,
the issuance, sale and purchase of the Shares shall take place in a Closing (the
"Closing") to be held on June 20, 2001 at 12:00 noon, New York City time,
or at such other time as may be mutually agreed upon by the parties (the
"Closing Date").  The Closing shall occur at the offices of Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, 260 South Broad Street,
Philadelphia, Pennsylvania 19102.


	Participation Right.  Subject to the terms and
conditions specified in this Section 1(d), for a period of one year after the
date that the Registration Statement (as defined in the Registration Rights
Agreement) the Company is required to file pursuant to Section 2(a) of the
Registration Rights Agreement is declared effective, the Purchasers shall have a
right to participate with respect to future sales by the Company of its capital
stock sold in any financings by the Company involving (i) equity or equity-linked securities,
or (ii) debt which is convertible into equity or in which
there is an equity component ("Additional Securities").  Each time the
Company proposes to offer any Additional Securities, the Company shall make an
offering of such Additional Securities to each Purchaser in accordance with the
following provisions:



	the Company shall deliver a notice (the "Notice")
to the Purchasers stating (i) its bona fide intention to offer such Additional
Securities, (ii) the number of such Additional Securities to be offered, (iii)
the price and terms, if any, upon which it proposes to offer such Additional
Securities, and (iv) the anticipated closing date of the sale of such Additional
Securities;


	by written notification received by the Company, within
the earlier of (i) two (2) days prior to the anticipated closing date or (ii)
ten (10) days after giving of the Notice, any Purchaser may elect to purchase or
obtain, at the price and on the terms specified in the Notice, up to that
portion of such Additional Securities which equals the proportion that the
number of shares of Common Stock purchased by such Purchaser bears to the total
number of shares of Common Stock then outstanding (assuming full conversion and
exercise of all convertible or exercisable securities then outstanding). The
Company shall promptly, in writing, inform each Purchaser which elects to
purchase all of the Additional Shares available to it ("Fully-Exercising
Purchaser") of any other Purchaser's failure to do likewise.  During the
five-day period commencing after such information is given, each Fully-Exercising Purchaser
shall be entitled to obtain that portion of the Additional
Securities for which the Purchasers were entitled to subscribe but which were
not subscribed for by the Purchasers which is equal to the proportion that the
number of shares of Common Stock held by such Fully-Exercising Purchaser bears
to the total number of shares of Common Stock held by all Fully-Exercising
Purchasers who wish to purchase some of the unsubscribed shares;


	if all Additional Securities which the Purchasers are
entitled to obtain pursuant to subsection 1(d)(2) are not elected to be
obtained as provided in subsection 1(d)(2) hereof, the Company may, during
the 90-day period following the expiration of the period provided in
subsection 1(d)(2) hereof, offer the remaining unsubscribed portion of such
Additional Securities to any person or persons at a price not less than, and
upon terms no more favorable to the offeree than those specified in the Notice.
If the Company does not consummate the sale of such Additional Securities within
such period, the right provided hereunder shall be deemed to be revived and such
Additional Securities shall not be offered or sold unless first reoffered to the
Purchasers in accordance herewith;


	the participation right in this Section 1(d) shall not be
applicable to (i) the issuance or sale of shares of Common Stock (or
options therefor) to employees, officers, directors, or consultants of the
Company for the primary purpose of soliciting or retaining their employment or
service pursuant to a stock option plan (or similar equity incentive plan)
approved by the Board of Directors, (ii) the issuance of securities in
connection with a bona fide underwritten public offering that results in total
proceeds to the Company of at least $25,000,000 or any public offering if such
participation is reasonably deemed by the Company to violate the Securities Act
or, as a result of the SEC deeming such participation to potentially violate the
Securities Act, such participation would significantly delay an underwritten
public offering of less than $25,000,000 (iii) the issuance or sale of the
Shares, (iv) the issuance of securities in connection with mergers,
acquisitions, strategic business partnerships or joint ventures (the primary
purpose of which, in the reasonable judgment of the Board, is not to raise
additional capital), or (v) equity-based financings under an equity line of
credit or similar vehicle;


	the participation right set forth in this Section 1(d)
may not be assigned or transferred, except that such right is assignable by each
Purchaser (i) to any wholly owned subsidiary or parent of, or to any corporation
or entity that is, within the meaning of the Securities Act, controlling,
controlled by or under common control with, any such Purchaser, (ii) to any
affiliated venture capital fund and (iii) to any other transferee, provided that
with respect to (i), (ii) and (iii), such transfer (and the related
participation rights) must include at least 100,000 Shares (as adjusted for
stock splits, consolidations and similar transactions).


	PURCHASERS' REPRESENTATIONS AND
WARRANTIES.

Each Purchaser hereby severally represents and warrants to
the Company as follows:



	Purchase for Own Account, Etc.  Each Purchaser is
purchasing the Shares for the Purchaser's own account for investment purposes
only and not with a present view towards the public sale or distribution
thereof, except pursuant to sales that are exempt from the registration
requirements of the Securities Act and/or sales registered under the Securities
Act.  Each Purchaser understands that it must bear the economic risk of this
investment indefinitely, unless the Shares are registered pursuant to the
Securities Act and any applicable state securities or blue sky laws or an
exemption from such registration is available, and that the Company has no
present intention of registering the resale of any of the Shares other than as
contemplated by the Registration Rights Agreement.  Notwithstanding anything in
this Section 2(a) to the contrary, by making the representations herein, the
Purchasers do not agree to hold the Shares for any minimum or other specific
term and reserve the right to dispose of the Shares at any time in accordance
with or pursuant to a registration statement or an exemption from the
registration requirements under the Securities Act.


	Accredited Investor Status.  Each Purchaser is an
"Accredited Investor" as that term is defined in Rule 501(a) of
Regulation D.


	Reliance on Exemptions.  Each Purchaser
understands that the Shares are being offered and sold to the Purchaser in
reliance upon specific exemptions from the registration requirements of United
States federal and state securities laws and that the Company is relying upon
the truth and accuracy of, and such Purchaser's compliance with, the
representations, warranties, agreements, acknowledgments and understandings of
the Purchaser set forth herein in order to determine the availability of such
exemptions and the eligibility of the Purchaser to acquire the
Securities.


	Information.  Each Purchaser and its counsel, if
any, have been furnished all materials relating to the business, finances and
operations of the Company and materials relating to the offer and sale of the
Shares which have been specifically requested by such Purchaser or its counsel.
Each Purchaser and its counsel have been afforded the opportunity to ask
questions of the Company and have received what each Purchaser believes to be
satisfactory answers to any such inquiries.  Neither such inquiries nor any
other investigation conducted by each Purchaser or its counsel or any of its
representatives shall modify, amend or affect such Purchaser's right to rely on
the Company's representations and warranties contained in Section 3 below.  Each
Purchaser understands that the Purchaser's investment in the Shares involves a
high degree of risk.


	Governmental Review.  Each Purchaser understands
that no United States federal or state agency or any other government or
governmental agency has passed upon or made any recommendation or endorsement of
the Shares.


	Transfer or Resale.  Each Purchaser understands
that (i) except as provided in the Registration Rights Agreement, the sale or
resale of the Shares have not been and are not being registered under the
Securities Act or any state securities laws, and the Shares may not be
transferred unless (a) the resale of the Shares has been registered thereunder;
or (b) the Purchaser shall have delivered to the Company an opinion of counsel
(which opinion shall be in form, substance and scope customary for opinions of
counsel in comparable transactions) to the effect that the Shares to be sold or
transferred may be sold or transferred pursuant to an exemption from such
registration; or (c) sold under and in compliance with Rule 144 promulgated
under the Securities Act (or a successor rule) ("Rule 144"); or (d) sold
or transferred to an affiliate of the Purchaser who agrees to sell or otherwise
transfer the Shares only in accordance with the provisions of this Section 2(f)
and who is an Accredited Investor; and (ii) neither the Company nor any other
person is under any obligation to register such Shares under the Securities Act
or any state securities laws (other than pursuant to the Registration Rights
Agreement).  Notwithstanding the foregoing or anything else contained herein to
the contrary, the Shares may be pledged as collateral in connection with a bona
fide margin account or other lending arrangement, provided such pledge is
consistent with applicable laws, rules and regulations.


	Legends.  Each Purchaser understands that until
such time as the Shares have been registered under the Securities Act (including
registration pursuant to Rule 416 thereunder) as contemplated by the
Registration Rights Agreement or otherwise may be sold by the Purchaser under
Rule 144(k), certificates for the Shares may bear a restrictive legend in
substantially the following form:

The securities represented by this certificate have not been
registered under the Securities Act of 1933, as amended, or the securities laws
of any state of the United States or in any other jurisdiction.  The securities
represented hereby may not be offered, sold or transferred in the absence of an
effective registration statement for the securities under applicable securities
laws unless offered, sold or transferred pursuant to an available exemption from
the registration requirements of those laws.

The Company agrees that it shall, immediately prior to the
Registration Statement (as defined in the Registration Rights Agreement) being
declared effective, deliver to its transfer agent an opinion letter of counsel,
opining that at any time the Registration Statement is effective, the transfer
agent shall issue certificates representing the Shares without the restrictive
legend above, provided such Shares are to be sold pursuant to the prospectus
contained in the Registration Statement.  Upon receipt of such opinion, the
Company shall cause the transfer agent to confirm, for the benefit of the
holders, that no further opinion of counsel is required at the time of transfer
in order to issue such shares without such restrictive legend.

The legend set forth above shall be removed and the Company
shall issue (or instruct the transfer agent to issue) a certificate without such
legend to the holder of any Shares upon which it is stamped, if, unless
otherwise required by state securities laws, (a) the sale of such Shares is
registered under the Securities Act (including registration pursuant to Rule 416
thereunder) as contemplated by the Registration Rights Agreement; (b) such
holder provides the Company with an opinion of counsel, in form, substance and
scope customary for opinions of counsel in comparable transactions and
reasonably acceptable to the Company, to the effect that a public sale or
transfer of such Shares may be made without registration under the Securities
Act; or (c) such holder provides the Company with reasonable assurances that
such Shares can be sold under Rule 144(k).  In the event the above legend is
removed from any Shares and thereafter the effectiveness of a registration
statement covering such Shares is suspended or the Company determines that a
supplement or amendment thereto is required by applicable securities laws or if
Rule 144 is no longer available, then upon reasonable advance written notice to
the Purchaser, (subject to the provisions of the Registration Rights Agreement)
the Company may (i) instruct its transfer agent to issue a "stop transfer" order
with respect to the Shares and (ii) require the Purchaser or the Purchaser's
broker to confirm that no sales of the Shares will be effected until the "stop
transfer" order is removed.  The Purchasers agree to hold the Shares in
certificated form until the Shares can be sold under Rule 144(k).


	Authorization; Enforcement.  Each Purchaser has
full power and authority to enter into this Agreement and the Registration
Rights Agreement.  This Agreement and the Registration Rights Agreement have
been duly and validly authorized, executed and delivered on behalf of each
Purchaser and are valid and binding agreements of each Purchaser enforceable
against each Purchaser in accordance with their terms; except as such
enforceability may be limited by bankruptcy laws and other similar laws
affecting creditors' rights generally and general principles of equity.


	Residency.  Each Purchaser is a resident of the
jurisdiction set forth under the Purchaser's name on Schedule I hereto.


	Waiver of Participation Right.  Each Purchaser
hereby waives any and all rights that it may have, including, without
limitation, the right to prior notice, arising under Section 1(4) of that
certain Securities Purchase Agreement, dated as of December 29, 2000, by and
among the Company and the other signatories thereto, with respect to the offer
and sale of the Shares pursuant to this Agreement.

The Purchasers' representations and warranties made in this
Article 2(a) through (g) and (i) are made solely for the purpose of
permitting the Company to make a determination that the offer and sale of the
Shares pursuant to this Agreement complies with applicable U.S. federal and
state securities laws and not for any other purpose.  Accordingly, the Company
should not rely on such representations and warranties for any other
purpose. 


	REPRESENTATIONS AND WARRANTIES OF THE
COMPANY.

The Company represents and warrants to each Purchaser as
follows, except as set forth on the disclosure schedules delivered herewith with
corresponding section numbers:



	Organization and Qualification.  The Company is a
corporation duly organized and existing in good standing under the laws of the
jurisdiction in which it is incorporated, and has the requisite corporate power
to own its properties and to carry on its business as now being conducted.  The
Company has sufficient licenses, permits and other governmental authorizations
currently required for the conduct of its business or ownership of properties
and is in all material respects complying herewith.  The Company has no material
subsidiaries.  The Company is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the nature of
the business conducted by it makes such qualification necessary and where the
failure so to qualify would have a Material Adverse Effect.  "Material
Adverse Effect" means any material adverse effect on (i) the Shares, (ii)
the ability of the Company to perform its obligations hereunder or under the
Registration Rights Agreement or (iii) the business, operations, properties,
prospects or financial condition of the Company and its subsidiaries, taken as a
whole, but not material adverse effects stemming from changes in the economy as
a whole or in the Company's industry generally. 


	Authorization; Enforcement.  (i) The Company has
the requisite corporate power and authority to enter into and perform its
obligations under this Agreement and the Registration Rights Agreement, to issue
and sell the Shares in accordance with the terms hereof; (ii) the execution,
delivery and performance of this Agreement, and the Registration Rights
Agreement by the Company and the consummation by it of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of
the Shares) have been duly authorized by the Company's Board of Directors and no
further consent or authorization of the Company, its Board of Directors, any
committee of the Board of Directors or the Company's stockholders is required,
and (iii) this Agreement constitutes, and, upon execution and delivery by the
Company of the Registration Rights Agreement, such agreement will constitute,
valid and binding obligations of the Company enforceable against the Company in
accordance with their terms; except as such enforceability may be limited by
bankruptcy laws and other similar laws affecting creditors' rights generally and
general principles of equity.


	Stockholder Authorization.  Neither the execution,
delivery or performance by the Company of its obligations under this Agreement
or the Registration Rights Agreement, nor the consummation by it of the
transactions contemplated hereby or thereby (including, without limitation, the
issuance of the Shares) requires any consent or authorization of the Company's
stockholders, including but not limited to consent under Rule 4350(i)
promulgated by the National Association of Securities Dealers, Inc. (the
"NASD") or any similar rule. 


	Capitalization.  The capitalization of the Company
as of the date hereof, including the authorized capital stock, the number of
shares issued and outstanding, the number of shares issuable and reserved for
issuance pursuant to the Company's stock option plans, the number of shares
issuable and reserved for issuance pursuant to securities exercisable or
exchangeable for, or convertible into, any shares of capital stock and the
number of shares to be issued pursuant to the terms of this Agreement is set
forth on Schedule 3(d).  All of such outstanding shares of capital stock
have been, or upon issuance, will be, validly issued, fully paid and non-assessable.  No
shares of capital stock of the Company (including the Shares)
are subject to preemptive rights or any other similar rights of the stockholders
of the Company or any liens or encumbrances created by the Company.  Except for
the Shares and as set forth on Schedule 3(d), as of the date of this
Agreement, (i) there are no outstanding options, warrants, scrip, rights to
subscribe to, calls or commitments of any character whatsoever relating to, or
securities or rights convertible into or exercisable or exchangeable for, any
shares of capital stock of the Company or any of its subsidiaries, or
arrangements by which the Company or any of its subsidiaries is or may become
bound to issue additional shares of capital stock of the Company or any of its
subsidiaries, nor are any such issuances or arrangements contemplated, and (ii)
there are no agreements or arrangements under which the Company or any of its
subsidiaries is obligated to register the sale of any of its or their securities
under the Securities Act (except the Registration Rights Agreement).
Schedule 3(d) sets forth all of the Company issued securities or
instruments containing anti-dilution or similar provisions that will be
triggered by, and all of the resulting adjustments that will be made to such
securities and instruments as a result of, the issuance of the Shares in
accordance with the terms of this Agreement.  The Company has furnished to the
Purchaser true and correct copies of the Company's Certificate of Incorporation
as in effect on the date hereof ("Certificate of Incorporation"), the
Company's Bylaws as in effect on the date hereof (the "Bylaws"), and all
other instruments and agreements governing securities convertible into or
exercisable or exchangeable for capital stock of the Company. 


	Issuance of Shares.  The Shares will be duly
authorized and, upon issuance, and in accordance with the terms of this
Agreement, will be validly issued, fully paid and non-assessable, and free from
all taxes, liens, claims and encumbrances created by the Company and will not,
to the Company's knowledge, be subject to preemptive rights or other similar
rights of stockholders of the Company and will not impose personal liability on
the holders thereof. 


	No Conflicts.  The execution, delivery and
performance of this Agreement and the Registration Rights Agreement, by the
Company, and the consummation and performance by the Company of the transactions
contemplated hereby and thereby (including, without limitation, the issuance of
the Shares) will not (i) result in a violation of the Certificate of
Incorporation or Bylaws or (ii) conflict with, or constitute a default (or an
event that with notice or lapse of time or both would become a default) under,
or give to others any rights of termination, amendment (including, without
limitation, the triggering of any anti-dilution provisions), acceleration or
cancellation of, any agreement, indenture or instrument to which the Company or
any of its subsidiaries is a party, or result in a violation of any law, rule,
regulation, order, judgment or decree (including United States federal and state
securities laws and regulations and rules or regulations of any self-regulatory
organizations to which either the Company or its securities are subject)
applicable to the Company or any of its subsidiaries or by which any property or
asset of the Company or any of its subsidiaries is bound or affected (except,
with respect to clause (ii), for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations that would not,
individually or in the aggregate, have a Material Adverse Effect).  Neither the
Company nor any of its subsidiaries is in violation of its Certificate of
Incorporation, Bylaws or other organizational documents and neither the Company
nor any of its subsidiaries is in default (and no event has occurred which, with
notice or lapse of time or both, would put the Company or any of its
subsidiaries in default) under, nor to the Company's knowledge, except as set
forth on Schedule 3(f) hereto, has there occurred any event giving others
(with notice or lapse of time or both) any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its subsidiaries is a party, except for actual or possible
violations, defaults or rights that would not, individually or in the aggregate,
have a Material Adverse Effect. The businesses of the Company and its
subsidiaries are not being conducted, and shall not be conducted so long as the
Purchaser owns any of the Shares, in violation of any law, ordinance or
regulation of any governmental entity, except for possible violations the
sanctions for which either singly or in the aggregate would not have a Material
Adverse Effect.  Except as specifically contemplated by this Agreement and the
Registration Rights Agreement, the Company is not required to obtain any
consent, approval, authorization or order of, or make any filing or registration
with, any court or governmental agency or any regulatory or self regulatory
agency or other third party in order for it to execute, deliver or perform any
of its obligations under this Agreement or, the Registration Rights Agreement,
in each case in accordance with the terms hereof or thereof.  The Company is not
in violation of the listing requirements of the Nasdaq National Market
("NASDAQ") and does not reasonably anticipate that the Common Stock will
be delisted by NASDAQ for the foreseeable future.


	SEC Documents, Financial Statements.  Since
December 31, 1998, the Company has timely filed (within applicable
extension periods) all reports, schedules, forms, statements and other documents
required to be filed by it with the SEC pursuant to the reporting requirements
of Sections 13, 14 and 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (all of the foregoing filed prior to the date hereof
and all exhibits included therein and financial statements and schedules thereto
and documents incorporated by reference therein, being hereinafter referred to
herein as the "SEC Documents").  All of the SEC Documents from December
31, 1998 are currently available for review on the SEC website via EDGAR and
documents filed prior to such date have been made available to the Purchasers.
As of their respective dates, the SEC Documents complied in all material
respects with the requirements of the Exchange Act or the Securities Act, as the
case may be, and the rules and regulations of the SEC promulgated thereunder
applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or
omitted to state a material fact required to be stated therein or necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading.  None of the statements made in any such SEC
Documents is, or has been, required to be amended or updated under applicable
law (except for such statements as have been amended or updated in subsequent
filings made prior to the date hereof).  As of their respective dates, the
financial statements of the Company included in the SEC Documents complied as to
form in all material respects with applicable accounting requirements and the
published rules and regulations of the SEC applicable with respect thereto.
Such financial statements have been prepared in accordance with U.S. generally
accepted accounting principles ("GAAP"), consistently applied, during the
periods involved (except (i) as may be otherwise indicated in such financial
statements or the notes thereto, or (ii) in the case of unaudited interim
statements, to the extent they may not include footnotes or may be condensed or
summary statements) and fairly present in all material respects the consolidated
financial position of the Company and its consolidated subsidiaries as of the
dates thereof and the consolidated results of their operations and cash flows
for the periods then ended (subject, in the case of unaudited statements, to
immaterial year-end audit adjustments).  Except as set forth in the financial
statements of the Company included in the SEC Documents filed prior to the date
hereof, the Company has no liabilities, contingent or otherwise, other than (i)
liabilities incurred in the ordinary course of business subsequent to the date
of such financial statements and (ii) obligations under contracts and
commitments incurred in the ordinary course of business and not required under
GAAP to be reflected in such financial statements, which liabilities and
obligations referred to in clauses (i) and (ii), individually or in the
aggregate, are not material to the financial condition or operating results of
the Company. 


	Absence of Certain Changes.  Since
December 31, 2000, there has been no material adverse change and no
material adverse development in the business, properties, operations, prospects,
financial condition or results of operations of the Company and its
subsidiaries, taken as a whole, which would have a Material Adverse Effect on
the Company, except as disclosed in the SEC Documents filed prior to the date
hereof.


	Absence of Litigation.  Except as disclosed in the
SEC Documents filed prior to the date hereof, there is no action, suit,
proceeding, inquiry or investigation before or by any court, public board,
government agency, self-regulatory organization or body, including, without
limitation, the SEC or NASDAQ, pending or, to the knowledge of the Company or
any of its subsidiaries, threatened against or affecting the Company, any of its
subsidiaries, or any of their respective directors or officers in their
capacities as such.  To the knowledge of the Company, after reasonable
investigation, there are no facts which, if known by a potential claimant or
governmental authority, could give rise to a claim or proceeding which, if
asserted or conducted with results unfavorable to the Company or any of its
subsidiaries, could reasonably be expected to have a Material Adverse Effect on
the Company.


	Intellectual Property.  Each of the Company and
its subsidiaries owns or is licensed to use all patents, patent applications,
trademarks, trademark applications, trade names, service marks, copyrights,
copyright applications, licenses, permits, inventions, discoveries, processes,
scientific, technical, engineering and marketing data, object and source codes,
know-how (including trade secrets and other unpatented and/or unpatentable
proprietary or confidential information, systems or procedures) and other
similar rights and proprietary knowledge necessary for the conduct of its
business as now being conducted (collectively, "Intangibles").  To the
knowledge of the Company and except as disclosed in the SEC documents filed
prior to the date hereof, neither the Company nor any subsidiary of the Company
infringes or is in conflict with any right of any other person with respect to
any Intangibles which, if the subject of an unfavorable decision, ruling or
finding would have a Material Adverse Effect.  Except as disclosed in the SEC
documents filed prior to the date hereof, neither the Company nor any of its
subsidiaries has received written notice of any pending conflict with or
infringement upon such third party Intangibles.  Except as disclosed in the SEC
documents filed prior to the date hereof, neither the Company nor any of its
subsidiaries has entered into any consent agreement, indemnification agreement,
forbearance to sue or settlement agreement with respect to the validity of the
Company's or its subsidiaries' ownership or right to use its Intangibles and, to
the knowledge of the Company, there is no reasonable basis for any such claim to
be successful.  The Intangibles are valid and enforceable and no registration
relating thereto has lapsed, expired or been abandoned or canceled or is the
subject of cancellation or other adversarial proceedings, and all applications
therefor are pending and in good standing.  The Company and its subsidiaries
have complied, in all material respects, with their respective contractual
obligations relating to the protection of the Intangibles used pursuant to
licenses.  To the knowledge of the Company, no person is infringing on or
violating the Intangibles owned or used by the Company or its
subsidiaries.


	Foreign Corrupt Practices. Neither the Company,
nor any of its subsidiaries, nor any director, officer, agent, employee or other
person acting on behalf of the Company or any subsidiary has, in the course of
his actions for, or on behalf of, the Company, used any corporate funds for any
unlawful contribution, gift, entertainment or other unlawful expenses relating
to political activity; made any direct or indirect unlawful payment to any
foreign or domestic government official or employee from corporate funds;
violated or is in violation of any provision of the U.S. Foreign Corrupt
Practices Act of 1977; or made any bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government
official or employee.


	Disclosure.  All information relating to or
concerning the Company set forth in this Agreement or provided to the Purchasers
in connection with the transactions contemplated hereby is true and correct in
all material respects and the Company has not omitted to state any material fact
necessary in order to make the statements made herein or therein, in light of
the circumstances under which they were made, not misleading. To the Company's
knowledge, no event or circumstance has occurred or exists with respect to the
Company or its subsidiaries or their respective businesses, properties,
prospects, operations or financial conditions, which has not been publicly
disclosed but, under applicable law, rule or regulation, would be required to be
disclosed by the Company in a registration statement filed on the date hereof by
the Company under the Securities Act with respect to a primary issuance of the
Company's securities.


	Acknowledgment Regarding Purchasers' Purchase of the
Shares.  The Company acknowledges and agrees that the Purchasers are not
acting as a financial advisor or fiduciary of the Company (or in any similar
capacity) with respect to this Agreement or the transactions contemplated
hereby, the relationship between the Company and the Purchasers is "arms-length"
and, except for the Purchaser's representations and warranties in Section 2
hereof, any statement made by any Purchaser or any of their representatives or
agents in connection with this Agreement and the transactions contemplated
hereby is merely incidental to the Purchasers' purchase of the Shares and has
not been relied upon by the Company, its officers or directors in any way.  The
Company further acknowledges that the Company's decision to enter into this
Agreement has been based solely on an independent evaluation by the Company and
its representatives.


	Form S-3 Eligibility.  The Company is currently
eligible to register the resale of its Common Stock on a registration statement
on Form S-3 under the Securities Act.  There exist no facts or circumstances
that would prohibit or delay the preparation and filing of a registration
statement on Form S-3 with respect to the Registrable Securities (as defined in
the Registration Rights Agreement).  The Company has no basis to believe that
its past or present independent public auditors will withhold their consent to
the inclusion, or incorporation by reference, of their audit opinion concerning
the Company's financial statements which are included in the Registration
Statement required to be filed pursuant to the Registration Rights
Agreement.


	No General Solicitation.  Neither the Company nor
any distributor participating on the Company's behalf in the transactions
contemplated hereby (if any) nor any person acting for the Company, or any such
distributor, has conducted any "general solicitation," as such term is defined
in Regulation D, with respect to any of the Shares being offered
hereby.


	No Integrated Offering.  Neither the Company, nor
any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales of any security or solicited any
offers to buy any security under circumstances that would require registration
of the Shares being offered hereby under the Securities Act or cause this
offering of Shares to be integrated with any prior offering of securities of the
Company for purposes of the Securities Act, the result of such integration which
would require registration under the Securities Act, or any applicable
stockholder approval provisions, including, without limitation, Rule 4460(i) of
the NASD or any similar rule.


	No Brokers.  The Company has taken no action that
would give rise to any claim by any person for brokerage commissions, finder's
fees or similar payments by the Purchaser relating to this Agreement or the
transactions contemplated hereby.


	Acknowledgment Regarding Shares.  The Company's
executive officers have studied and fully understand the nature of the Shares
being sold hereunder.  The Company's Board of Directors has determined in its
good faith business judgment that the issuance of the Shares hereunder and the
consummation of the other transactions contemplated hereby are in the best
interests of the Company and its stockholders.


	Title.  The Company and its subsidiaries have good
and marketable title in fee simple to all real property and good and
merchantable title to all personal property owned by them that is material to
the business of the Company and its subsidiaries, in each case free and clear of
all liens, encumbrances and defects except such as do not materially affect the
value of such property and do not materially interfere with the use made and
proposed to be made of such property by the Company and its subsidiaries.  Any
real property and facilities held under lease by the Company and its
subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not materially interfere with
the use made and proposed to be made of such real property and facilities by the
Company and its subsidiaries.


	Tax Status. Except as set forth in the SEC
Documents, the Company and each of its subsidiaries has made or filed all
foreign, U.S. federal, state and local income and all other material tax
returns, reports and declarations required by any jurisdiction to which it is
subject (unless and only to the extent that the Company and each of its
subsidiaries has set aside on its books provisions reasonably adequate for the
payment of all unpaid and unreported taxes) and has paid all taxes and other
governmental assessments and charges that are material in amount, shown or
determined to be due on such returns, reports and declarations, except those
being contested in good faith and has set aside on its books provisions
reasonably adequate for the payment of all taxes for periods subsequent to the
periods to which such returns, reports or declarations apply, or except as would
not have a Material Adverse Effect on the Company.  There are no unpaid taxes in
any material amount claimed to be due by the taxing authority of any
jurisdiction, and the officers of the Company know of no basis for any such
claim except as would not have a Material Adverse Effect on the Company.  The
Company has not executed a waiver with respect to any statute of limitations
relating to the assessment or collection of any federal, state or local tax.
None of the Company's tax returns are presently being audited by any taxing
authority.


	Key Employees.  Each of the Company's directors,
officers and any Key Employee (as defined below) is currently serving the
Company in the capacity disclosed in the SEC Documents.  As of the Closing Date,
no Key Employee, to the knowledge of the Company and its subsidiaries, is in
violation of any material term of any employment contract, confidentiality,
disclosure or proprietary information agreement, non-competition agreement, or
any other contract or agreement or any restrictive covenant, and the continued
employment of each Key Employee does not subject the Company or any of its
subsidiaries to any material liability with respect to any of the foregoing
matters.  As of the Closing Date, no Key Employee has, to the  knowledge of the
Company and its subsidiaries, any intention to terminate or limit his employment
with, or services to, the Company or any of its subsidiaries, nor is any such
Key Employee subject to any constraints which would cause such employee to be
unable to devote his full time and attention to such employment or services.
"Key Employee" means the persons listed on Schedule 3(u).


	Insurance.  The Company has in force fire,
casualty, product liability and other insurance policies, with extended
coverage, sufficient in amount to allow it to replace any of its material
properties or assets which might be damaged or destroyed or sufficient to cover
liabilities to which the Company may reasonably become subject, and such types
and amounts of other insurance with respect to its business and properties, on
both a per occurrence and an aggregate basis, as are customarily carried by
persons engaged in the same or similar business as the Company.  No default or
event has occurred that could give rise to a default under any such
policy.


	Environmental Matters.  There is no environmental
litigation or other environmental proceeding pending or threatened in writing by
any governmental regulatory authority or others with respect to the current or
any former business of the Company or any partnership or joint venture currently
or at any time affiliated with the Company.  To the Company's knowledge, no
state of facts exists as to environmental matters or Hazardous Substances (as
defined below) that involves the reasonable likelihood of a material capital
expenditure by the Company or that may otherwise have a Material Adverse Effect.
No Hazardous Substances have been treated, stored or disposed of, or otherwise
deposited, in or on the properties owned or leased by the Company or by any
partnership or joint venture currently or at any time affiliated with the
Company in violation of any applicable environmental laws.  The environmental
compliance programs of the Company comply in all respects with all environmental
laws, whether federal, state or local, currently in effect.  As used herein,
"Hazardous Substances" means any substance, waste, contaminant, pollutant
or material that has been determined by any governmental authority to be capable
of posing a risk of injury to health, safety, property or the
environment. 


	COVENANTS.



	Best Efforts.  The parties shall use their best
efforts timely to satisfy each of the conditions described in Section 6 and
Section 7 of this Agreement.


	Form D: Blue Sky Laws.  The Company shall file
with the SEC a Form D with respect to the Shares as required under Regulation D
and provide a copy thereof to the Purchasers promptly after such filing.  The
Company shall, on or before the First Closing Date, take such action as the
Company shall reasonably determine is necessary to qualify the Shares for sale
to the Purchasers pursuant to this Agreement under applicable securities or
"blue sky" laws of the states of the United States or obtain exemption
therefrom, and shall provide evidence of any such action so taken to the
Purchasers on or prior to the Closing Date.  Within ten (10) days after the
Closing Date, the Company shall file a Current Report on Form 8-K (a "Form 8-K")
concerning this Agreement and the transactions contemplated hereby,
which Form 8-K shall attach this Agreement as exhibits to such Form 8-K.


	Reporting Status.  So long as any Purchaser
beneficially owns any of the Shares, the Company shall timely file all reports
required to be filed with the SEC pursuant to the Exchange Act, and the Company
shall not terminate its status as an issuer required to file reports under the
Exchange Act even if the Exchange Act or the rules and regulations thereunder
would permit such termination.  In addition, the Company shall take all
commercially reasonable actions to meet the "registrant eligibility"
requirements set forth in the general instructions to Form S-3 or any successor
form thereto, to continue to be eligible to register the resale of its Common
Stock on a registration statement on Form S-3 under the Securities Act.


	Use of Proceeds.  The Company shall  use the
proceeds from the sale of the Shares as set forth in Schedule
4(d).


	Expenses.  The Company shall pay to SDS Capital
Partners ("SDS Capital") at the Closing, reimbursement for the out-of-pocket
expenses reasonably incurred by SDS Capital's advisors in connection with
the negotiation, preparation, execution and delivery of this Agreement
(including earlier versions of this transaction) and the other agreements to be
executed in connection herewith, including, without limitation, SDS Capital's
advisors' reasonable due diligence and attorneys' fees and expenses (the
"Expenses") not to exceed $25,000; provided, however, that SDS Capital
shall be permitted to deduct all Expenses from the purchase price payable by SDS
Capital hereunder.  In addition, from time to time thereafter, upon SDS
Capital's written request, the Company shall pay to SDS Capital such additional
Expenses, if any, not covered by such payment, in each case to the extent
reasonably incurred by SDS Capital's agents in connection with the negotiation,
preparation, execution and delivery of this Agreement; provided, however, that
in no event shall the Company be obligated to pay more than $25,000 on account
of Expenses.


	Financial Information.  The Company agrees to add
each Purchaser to its mailing list (whether via electronic transmission or
otherwise) for purposes of each Purchaser receiving, if sent by the Company to
its stockholders, copies of the following reports:  (i)  its Annual Report on
Form 10-K, its Quarterly Reports on Form 10-Q, its proxy statements and any
Current Reports on Form 8-K; (ii) copies of all press releases issued by the
Company or any of its subsidiaries; and (iii) copies of any notices and other
information made available or given to stockholders of the Company
generally.


	Listing. The Company shall use commercially
reasonable efforts to maintain, for a period of five years from the Closing
Date, the listing of all Shares on each national securities exchange or
automated quotation system on which shares of Common Stock are currently listed.
The Company will use commercially reasonable efforts to continue the listing and
trading of its Common Stock on NASDAQ, the New York Stock Exchange
("NYSE") or the American Stock Exchange ("AMEX") and will comply
in all respects with the reporting, filing and other obligations under the
bylaws or rules of the NASD and such exchanges, as applicable.  The Company
shall promptly provide to each Purchaser copies of any notices it receives
regarding the continued eligibility of the Common Stock for trading on the
NASDAQ or, if applicable, any securities exchange or automated quotation system
on which securities of the same class or series issued by the Company are then
listed or quoted, if any.  This Section shall not apply if the Company is
acquired. 


	No Integrated Offerings.  The Company shall not
make any offers or sales of any security (other than the Shares) under
circumstances that would require registration of the Shares being offered or
sold hereunder under the Securities Act or cause this offering of the Shares to
be integrated with any other offering of securities by the Company for purposes
of any stockholder approval provision applicable to the Company or its
securities.


	Legal Compliance.  The Company shall conduct its
business and the business of its subsidiaries in compliance with all laws,
ordinances or regulations of governmental entities applicable to such
businesses, except where the failure to do so would not have a Material Adverse
Effect on the Company.


	Inspection of Properties and Books.  So long as
any Purchaser shall hold any Shares, such Purchasers and its representatives and
agents (collectively, the "Inspectors") shall have the right upon
reasonable notice to the Company and during business hours, at the Purchasers'
expense, to visit and inspect any of the properties of the Company and of its
subsidiaries, to examine the books of account and records of the Company and of
its subsidiaries, to make or be provided with copies and extracts therefrom, to
discuss the affairs, finances and accounts of the Company and of its
subsidiaries with, and to be advised as to the same by, its and their officers,
employees and independent public accountants (and by this provision the Company
authorizes such accountants to discuss such affairs, finances and accounts,
whether or not a representative of the Company is present) all at such
reasonable times and intervals and to such reasonable extent as the Purchasers
may desire; provided, however, that each Inspector shall hold in
confidence and shall not make any disclosure (except to the Purchasers) of any
such information which the Company determines in good faith to be confidential,
and of which determination the Inspectors are so notified, unless (a) the
disclosure of such information is necessary to avoid or correct a misstatement
or omission in any Registration Statement filed pursuant to the Registration
Rights Agreement (a final determination of which shall be based upon an opinion
of outside counsel to the Company), (b) the release of such information is
ordered pursuant to a subpoena or other order from a court or government body of
competent jurisdiction, or (c) such information has been made generally
available to the public other than by disclosure in violation of this or any
other agreement.  The Company shall not be required to disclose any confidential
information to any Inspector until and unless such Inspector shall have entered
into confidentiality agreements (in form and substance satisfactory to the
Company) with the Company with respect thereto, substantially in the form of
this Section 4(j).  Each Purchaser agrees that it shall, upon learning that
disclosure of such information is sought in or by a court or governmental body
of competent jurisdiction or through other means, give prompt notice to the
Company and allow the Company, at its expense, to undertake appropriate action
to prevent disclosure of, or to obtain a protective order for, the information
deemed confidential.


	TRANSFER AGENT INSTRUCTIONS.



	The Company shall instruct its transfer agent to issue
certificates, registered in the name of each Purchaser or its nominee, for the
Shares in such amounts as specified by such Purchaser to the Company.


	The Company warrants that no instruction other than such
instructions referred to in this Section 5, will be given by the Company to its
transfer agent and that the Shares shall otherwise be freely transferable on the
books and records of the Company as and to the extent provided in this Agreement
and the Registration Rights Agreement.  Nothing in this Section or any other
limits in the Registration Rights Agreement shall affect in any way the
Purchasers' obligations and agreement set forth in Section 2(g) hereof to resell
the Shares pursuant to an effective registration statement or under an exemption
from the registration requirements of applicable securities law. 


	If a Purchaser provides the Company and the transfer
agent with an opinion of counsel, which opinion of counsel shall be in form,
substance and scope customary for opinions of counsel in comparable transactions
and reasonably acceptable to the Company, to the effect that the Shares to be
sold or transferred may be sold or transferred pursuant to an exemption from
registration, or a Purchaser provides the Company with reasonable assurances
that such Shares may be sold under Rule 144, the Company shall permit the
transfer.


	CONDITIONS TO THE COMPANY'S OBLIGATION TO
SELL.

The obligation of the Company hereunder to issue and sell the
Shares to the Purchasers hereunder is subject to the satisfaction, at or before
the Closing Date of each of the following conditions thereto, provided that
these conditions are for the Company's sole benefit and may be waived in writing
by the Company at any time in its sole discretion:



	Each of the Purchasers shall have executed this Agreement
and the Registration Rights Agreement, and delivered executed original copies of
the same to the Company.


	Each Purchaser shall have delivered the purchase price
set forth opposite its name on Schedule I hereto for the Shares being purchased
by it at such Closing in accordance with Section 1(b) above.


	The representations and warranties of each Purchaser
shall be true and correct as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date, which representations and warranties shall be true and
correct as of such date), and each Purchaser shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Purchasers at or prior to the Closing Date.


	No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction or any self-
regulatory organization having authority over the matters contemplated hereby
which questions the validity of, challenges or prohibits the consummation of any
of the transactions contemplated by this Agreement.


	CONDITIONS TO THE PURCHASERS' OBLIGATION TO
PURCHASE.

The obligation of the Purchasers hereunder to purchase the
Shares from the Company hereunder is subject to the satisfaction, at or before
the Closing Date of each of the following conditions, provided that such
conditions are for the Purchasers' sole benefit and may be waived in writing by
the Purchasers at any time in the Purchasers' sole discretion:



	The Company shall have executed this Agreement and the
Registration Rights Agreement, and delivered executed original copies of the
same to the Purchasers.


	The Company shall have delivered to the Purchasers duly
executed certificates (each in such denominations as each Purchaser shall
reasonably request) representing the Shares being so purchased by the Purchasers
at the Closing in accordance with Section 1(b) above.


	The Common Stock shall be listed on NASDAQ and trading in
the Common Stock (or NASDAQ generally) shall not have been suspended by the SEC
or NASDAQ.


	The representations and warranties of the Company shall
be true and correct as of the date when made and as of the Closing Date as
though made at that time (except for representations and warranties that speak
as of a specific date, which representations and warranties shall be true and
correct as of such date) and the Company shall have performed, satisfied and
complied in all material respects with the covenants, agreements and conditions
required by this Agreement to be performed, satisfied or complied with by the
Company at or prior to the Closing Date.  The Purchasers shall have received a
certificate, executed by the Chief Executive Officer of the Company after
reasonable investigation, dated as of the Closing Date to the foregoing effect
and as to such other matters as may reasonably be requested by the
Purchasers.


	No statute, rule, regulation, executive order, decree,
ruling, injunction, action or proceeding shall have been enacted, entered,
promulgated or endorsed by any court or governmental authority of competent
jurisdiction or any self-regulatory organization having authority over the
matters contemplated hereby which questions the validity of, challenges or
prohibits the consummation of, any of the transactions contemplated by this
Agreement.


	The Purchasers shall have received opinions of the
Company's general counsel and of the Company's outside counsel, dated as of the
Closing Date, in form, scope and substance reasonably satisfactory to the
Purchasers and in substantially the form of Exhibits B-1 and B-2
attached hereto.


	There shall have been no material adverse changes and no
material adverse developments in the business, properties, operations,
prospects, financial condition or results of operations of the Company and its
subsidiaries, taken as a whole, since the date hereof, and no information, of
which the Purchasers are not currently aware, shall come to the attention of the
Purchasers that is materially adverse to the Company.


	The Secretary of the Company shall deliver to each
Purchaser at the Closing a certificate stating that all Board of Directors and
stockholder approvals necessary to authorize the performance by the Company of
its obligations contemplated by this Agreement have been obtained and attaching
thereto: (i) a copy of the Certificate of Incorporation (with any and all
certificates of designation) and the Bylaws (as amended through the date of the
Closing), certified by the Secretary of the Company as the true and correct
copies thereof as of the Closing; and (ii) a copy of the resolutions of the
Board of Directors and, if required, the stockholders of the Company,
authorizing the execution and delivery of this Agreement and the Registration
Rights Agreement, the issuance of the Shares and other matters contemplated
hereby.


	GOVERNING LAW; MISCELLANEOUS.



	Governing Law; Jurisdiction.  This Agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware applicable to contracts made and to be performed in the State of
Delaware.  The Company and the Purchasers irrevocably consent to the
jurisdiction of the United States federal courts and the state courts located in
the State of Delaware in any suit or proceeding based on or arising under this
Agreement and irrevocably agree that all claims in respect of such suit or
proceeding may be determined in such courts. The Company and the Purchasers
irrevocably waive the defense of an inconvenient forum to the maintenance of
such suit or proceeding. The parties further agree that service of process upon
the other party mailed by first class mail shall be deemed in every respect
effective service of process upon such party in any such suit or proceeding.
Nothing herein shall affect the right of the parties to serve process in any
other manner permitted by law.  The parties agree that a final non-appealable
judgment in any such suit or proceeding shall be conclusive and may be enforced
in other jurisdictions by suit on such judgment or in any other lawful
manner.


	Counterparts.  This Agreement may be executed in
two or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when counterparts have been signed by each
party and delivered to the other party.  This Agreement, once executed by a
party, may be delivered to the other parties hereto by facsimile transmission of
a copy of this Agreement bearing the signature of the party so delivering this
Agreement.  In the event any signature is delivered by facsimile transmission,
the party using such means of delivery shall cause the manually executed
execution page or pages hereof to be physically delivered to the other party
within five (5) business days of the execution hereof, provided that the failure
to so deliver any manually executed execution page shall not affect the validity
or enforceability of this Agreement.


	Headings.  The headings of this Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Agreement.


	Severability.  If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement or the validity or enforceability of this Agreement
in any other jurisdiction.


	Entire Agreement; Amendments.  This Agreement, and
the instruments referenced herein and the Registration Rights Agreement contain
the entire understanding of the Purchasers, the Company, their affiliates and
persons acting on their behalf with respect to the matters covered herein and
therein and, except as specifically set forth herein or therein, neither the
Company nor the Purchasers make any representation, warranty, covenant or
undertaking with respect to such matters.  No provision of this Agreement may be
waived other than by an instrument in writing signed by the party to be charged
with enforcement and no provision of this Agreement may be amended other than by
an instrument in writing signed by the Company and the Purchasers.


	Notices.  Any notices required or permitted to be
given under the terms of this Agreement shall be sent by certified or registered
mail (return receipt requested) or delivered personally, by responsible
overnight carrier or by confirmed facsimile, and shall be effective five (5)
days after being placed in the mail, if mailed, or upon receipt or refusal of
receipt, if delivered personally or by responsible overnight carrier or
confirmed facsimile, in each case addressed to a party.  The addresses for such
communications shall be:

	
If to the Company:

	 
	
SangStat Medical Corporation

                   6300 Dumbarton Circle

                   Fremont, California 94555

                   Facsimile: (510) 789-4493

                   Attn: General Counsel








	
With a copy simultaneously transmitted by like means to:

	 
	
Gray Cary Ware & Friedenrich

                   4365 Executive Drive

                   Suite 1600

                   San Diego, CA 92121

                   Facsimile: (858) 677-1477

                   Attn: Paul B. Johnson, Esquire








If to a Purchaser, to the address set forth under the
Purchaser's name on the execution page hereto.

Each party shall provide notice to the other party of any
change in address.


	Successors and Assigns.  This Agreement shall be
binding upon and inure to the benefit of the parties and their successors and
assigns.  The Company may not assign this Agreement or any rights or obligations
hereunder.  The Purchasers may assign and transfer some or all of their rights
hereunder and some or all of the Shares without the prior consent of the
Company; provided that such transfer must include at least 100,000 Shares (as
adjusted for stock splits, consolidations and similar transactions).
Notwithstanding anything to the contrary contained in this Agreement or the
Registration Rights, the Shares may be pledged and all rights of the Purchasers
under this Agreement or any other agreement or document related to the
transactions contemplated hereby may be assigned, without further consent of the
Company, to a bona fide pledgee in connection with the Purchasers' margin or
brokerage account.


	Third Party Beneficiaries.  This Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.


	Survival.  The representations and warranties and
the agreements and covenants set forth in Sections 2, 3, 4, 5 and 8 hereof shall
survive for three years following the Closing notwithstanding any due diligence
investigation conducted by or on behalf of the Purchasers.  Moreover, none of
the representations and warranties made by one party herein shall act as a
waiver of any rights or remedies the other party may have under applicable U.S.
federal or state securities laws.  The Company shall indemnify and hold harmless
the Purchasers and each of the Purchasers' officers, directors, employees,
partners, members, agents and affiliates for all losses or damages arising as a
result of or related to any breach or alleged breach by the Company of any of
its representations or covenants set forth herein, including advancement of
expenses as they are incurred.


	Publicity.  The Company and the Purchasers shall
have the right to approve before issuance any press releases, SEC or NASD
filings, or any other public statements with respect to the transactions
contemplated hereby; provided, however, that the Company shall be
entitled, without the prior approval of the Purchasers, to make any press
release or SEC or NASD filings with respect to such transactions as is required
by applicable law and regulations (although the Purchasers shall be consulted by
the Company in connection with any such press release and filing prior to its
release and shall be provided with a copy thereof).


	Further Assurances.  Each party shall do and
perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order to
carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.


	Termination.  In the event that the Closing shall
not have occurred on or before June 18, 2001 unless the parties agree
otherwise, this Agreement shall terminate at the close of business on such date.
Notwithstanding any termination of this Agreement, any party not in breach of
this Agreement shall preserve all rights and remedies it may have against
another party hereto for a breach of this Agreement prior to or relating to the
termination hereof.


	Joint Participation in Drafting.  Each party to
this Agreement has participated in the negotiation and drafting of this
Agreement and the Registration Rights Agreement.  As such, the language used
herein and therein shall be deemed to be the language chosen by the parties
hereto to express their mutual intent, and no rule of strict construction will
be applied against any party to this Agreement.


	Equitable Relief.  The Company acknowledges that a
breach by it of its obligations hereunder will cause irreparable harm to the
Purchasers by vitiating the intent and purpose of the transactions contemplated
hereby.  Accordingly, the Company acknowledges that the remedy at law for a
breach of its obligations hereunder (including, but not limited to, its
obligations pursuant to Section 5 hereof) will be inadequate and agrees, in the
event of a breach or threatened breach by the Company of the provisions of this
Agreement (including, but not limited to, its obligations pursuant to Section 5
hereof), that the Purchasers shall be entitled, in addition to all other
available remedies, to an injunction restraining any breach and requiring
immediate issuance and transfer of the Shares, without the necessity of showing
economic loss and without any bond or other security being required.


	For purposes hereof, "Business Day" means any day
except Saturday, Sunday or other day on which commercial banks in the City of
New York are authorized or required to close by law.

IN WITNESS WHEREOF, the undersigned Purchaser and the Company
have caused this Agreement to be duly executed as of the date first above
written.



SANGSTAT MEDICAL CORPORATION



 

    By: /s/ Jean-Jacques Bienaimé



    Name:Jean-Jacques Bienaimé



    Title:Chairman, CEO & President



 

 

PURCHASER:



NARRAGANSETT I, LP



 

By:/s/ Joseph L. Dowling III

      Name: Joseph L. Dowling III

      Title: Managing Member



RESIDENCE:


ADDRESS:153 E. 53rd Street

26th Floor
New York, NY 10022

Telecopy:  (222) 521-5029
             
             
   

Attention:  Mary Trotter









With a copy to:


Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 South Broad Street

Philadelphia, Pennsylvania 19102

Telecopy:  (215) 568-6603

Attention: Stephen T. Burdumy, Esquire








IN WITNESS WHEREOF, the undersigned Purchaser and the Company
have caused this Agreement to be duly executed as of the date first above
written.



SANGSTAT MEDICAL CORPORATION



 

    By: /s/ Jean-Jacques Bienaimé



    Name:Jean-Jacques Bienaimé



    Title:Chairman, CEO & President



 

 

PURCHASER:



NARRAGANSETT OFFSHORE, LTD.



 

By: /s/ Joseph L. Dowling III

      Name: Joseph L. Dowling III

      Title: Managing Member



RESIDENCE:


ADDRESS:153 E. 53rd Street

26th Floor
New York, NY 10022

Telecopy:  (222) 521-5029
             
             
   

Attention:  Mary Trotter









With a copy to:


Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 South Broad Street

Philadelphia, Pennsylvania 19102

Telecopy:  (215) 568-6603







Attention:  Stephen T. Burdumy, Esquire

IN WITNESS WHEREOF, the undersigned Purchaser and the Company
have caused this Agreement to be duly executed as of the date first above
written.



 

SANGSTAT MEDICAL CORPORATION



    By: /s/ Jean-Jacques Bienaimé



    Name:Jean-Jacques Bienaimé



    Title:Chairman, CEO & President



 

PURCHASER:



ROYAL BANK OF CANADA

by its agent RBC Dominion Securities Corporation



 

By: /s/ Mark A. Standish

      Name: Mark A. Standish

      Title:   Managing Director



By:/s/ Steven C. Miller

      Name:  Steven C. Miller

      Title:    Managing Director



RESIDENCE: Toronto, Canada


ADDRESS:One Liberty Plaza
165 Broadway, 2nd Floor

New York, New York 10006-1404

Telephone: (212) 858-7200

Telecopy: (212) 858-7437

Attention: Daniel J. Glusker, Esq.









With a copy to:


Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 South Broad Street

Philadelphia, Pennsylvania 19102

Telecopy:  (215) 568-6603

Attention:  Stephen T. Burdumy, Esquire







IN WITNESS WHEREOF, the undersigned Purchaser and the Company
have caused this Agreement to be duly executed as of the date first above
written.



 

SANGSTAT MEDICAL CORPORATION



    By: /s/ Jean-Jacques Bienaimé



    Name:Jean-Jacques Bienaimé



    Title:Chairman, CEO & President



 

 

PURCHASERS:



S.A.C. CAPITAL ASSOCIATES, LLC



By:S.A.C. Capital Advisors, LLC



By:/s/ Peter Nussbaum

      Name:  Peter Nussbaum

      Title:    General Counsel



RESIDENCE:Anquilla


ADDRESS:c/o S.A.C. Capital Advisors,
LLC  
777 Long Ridge Road
             
       

Stanford, CT 06902
             
           

Telecopy:  203-614-2393
             
             
   

Attention:  General Counsel
             
             
   









With a copy to:


Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 South Broad Street

Philadelphia, Pennsylvania 19102

Telecopy:  (215) 568-6603

Attention:  Stephen T. Burdumy, Esquire







IN WITNESS WHEREOF, the undersigned Purchaser and the Company
have caused this Agreement to be duly executed as of the date first above
written.



 

SANGSTAT MEDICAL CORPORATION



    By: /s/ Jean-Jacques Bienaimé



    Name:Jean-Jacques Bienaimé



    Title:Chairman, CEO & President



 

PURCHASER:



SOCIÉTÉ GÉNÉRALE



 

 

 

By:

      Name: Guillaume Pollet

      Title:   Managing Director



RESIDENCE: Paris, France


ADDRESS:1221 Avenue of the Americas

6th Floor

New York, N.Y. 10020
212-278-5260









With a copy to:


Klehr, Harrison, Harvey, Branzburg & Ellers LLP

260 South Broad Street

Philadelphia, Pennsylvania 19102

Telecopy:  (215) 568-6603

Attention:  Stephen T. Burdumy, Esquire























SCHEDULE I



	


Name of Purchaser
	
Number of Shares Being Purchased
	


Purchase Price
	
Price 

Per Share

	
Narragansett I, LP
	
170,000
	
$1,870,000
	
$11.00

	
Narragansett Offshore, Ltd.
	
330,000
	
$3,630,000
	
$11.00 

	
Royal Bank of Canada
	
330,000
	
$3,630,000
	
$11.00

	
S.A.C. Capital Associates, LLC
	
450,000
	
$4,950,000
	
$11.00

	
Société Générale
	
83,635
	
$919,985
	
$11.00