01082001 8K Rights




                                                      Exhibit 10.36





REGISTRATION RIGHTS AGREEMENT




REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as
of December 29,
2000, by and among SangStat Medical Corporation, a corporation
organized under the laws of the
State of Delaware (the "Company"), and the undersigned
(together with its affiliates, the "Initial
Investors"). 




WHEREAS:





A.   In connection with the Securities Purchase Agreement of even date herewith
by and
between the Company and the Initial Investors (the "Securities Purchase
Agreement"), the
Company has agreed, upon the terms and subject to the conditions contained
therein, to issue and
sell to the Initial Investors shares of the Company's common stock, par value
$.001 per share (the
"Common Stock").




B.   To induce the Initial Investors to execute and deliver the Securities
Purchase
Agreement, the Company has agreed to provide certain registration rights under
the Securities Act
of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute
(collectively, the "Securities Act"), and applicable state
securities laws.




NOW, THEREFORE, in consideration of the premises and the
mutual covenants contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby
acknowledged, the Company and the Initial Investors hereby agree as follows:



 


1.   DEFINITIONS.





a.   As used in this Agreement, the following terms shall have the following
meanings:





(i)  "Investors" means the Initial Investors and any
transferees or assignees
who agree to become bound by the provisions of this Agreement in accordance with
Section 9
hereof.




(ii) "register," "registered," and
"registration" refer to a registration
effected by preparing and filing a Registration Statement or Statements in
compliance with the
Securities Act and pursuant to Rule 415 under the Securities Act or any
successor rule providing for
offering securities on a continuous basis ("Rule 415"), and the
declaration or ordering of
effectiveness of such Registration Statement by the United States Securities and
Exchange
Commission (the "SEC").




(iii)        "Registrable Securities" means the Common Stock
purchased by the
Initial Investors or their assignees in the First Closing (as defined in the
Securities Purchase
Agreement) and in the Second Closing (as defined in the Securities Purchase
Agreement) or any
shares of capital stock issued or issuable, from time to time (with any
adjustments), as a distribution
on or in exchange for or otherwise with respect to any of the foregoing, whether
as default payments
or otherwise.




(iv) "Registration Statement" means a registration
statement of the
Company under the Securities Act.





b.   Capitalized terms used herein and not otherwise defined herein shall have
the respective meanings set forth in the Securities Purchase Agreement.






2.   REGISTRATION.




a.   Mandatory Registration.  The Company shall prepare promptly and
file with
the SEC as soon as practicable, but in no event later than the later of (i) the
thirtieth (30th) day
following the date hereof  and (ii) January 31, 2001 (the "Filing
Date")(both as may be extended for
the number of days during which any Investor fails to promptly respond to
reasonable written
requests from the Company for information to be included in such filing (which
responsive
information shall not be deemed to be prompt in the event that a reasonable
request for such
information by the Company is made to the Investor and the Investor does not
provide the requested
information within three (3) business days of such request), a Registration
Statement on Form S-3
(or, if Form S-3 is not then available, on such form of Registration Statement
as is then available to
effect a registration of all of the Registrable Securities, subject to the
consent, not to be unreasonably
withheld, of the Initial Investors) covering the resale of at least 1,316,000
Registrable Securities.
The Registration Statement filed hereunder, to the extent allowable under the
Securities Act and the
rules promulgated thereunder (including Rule 416),  shall state that such
Registration Statement also
covers such indeterminate number of additional shares of Common Stock as may
become issuable
to prevent dilution resulting from stock splits, stock dividends or similar
transactions.  The
Registrable Securities included in the Registration Statement shall be allocated
to the Investors as
set forth in Section 11(k) hereof.  The Registration Statement (and each
amendment or supplement
thereto, and each request for acceleration of effectiveness thereof) shall be
provided to (and subject
to the approval of) the Initial Investors and their counsel prior to its filing
or other submission, not
to be unreasonably withheld or delayed.




b.   Underwritten Offering.  If any offering pursuant to the
Registration Statement
pursuant to Section 2(a) hereof involves an underwritten offering, the Investors
who hold a majority
in interest of the Registrable Securities subject to such underwritten offering,
with the consent of the
Initial Investors if they are still holding Registrable Securities, shall have
the right to select one legal
counsel to represent the Investors and an investment banker or bankers and
manager or managers to
administer the offering, which investment banker or bankers or manager or
managers shall be
reasonably satisfactory to the Company.  In the event that any Investors elect
not to participate in
such underwritten offering, the Registration Statement covering all of the
Registrable Securities shall
contain appropriate plans of distribution reasonably satisfactory to the
Investors participating in such
underwritten offering and the Investors electing not to participate in such
underwritten offering
(including, without limitation, the ability of nonparticipating Investors to
sell from time to time and
at any time during the effectiveness of such Registration Statement).
Notwithstanding the foregoing,
if the offering does not involve an underwritten offer, the Investors shall not
be entitled to require
that the offering be underwritten.




 c.  Payments by the Company.  The Company shall use commercially
reasonable
efforts to cause the Registration Statement required to be filed pursuant to
Section 2(a) hereof to
become effective as soon as practicable, but in no event later than the one
hundred fiftieth (150th)
day following the date hereof.  At the time of effectiveness, the Company shall
ensure such
Registration Statement covers at least 100% of the Registrable Securities.  If
(i)(A) the Registration
Statement required to be filed by the Company pursuant to Section 2(a) hereof is
not filed with the
SEC prior to the Filing Date (except to the extent caused by the Investors or
their counsel's failure
to reasonably timely respond pursuant to Section 2(a)) or (B) such Registration
Statement covering
all of the Registrable Securities is not declared effective by the SEC on or
before the one hundred
fiftieth (150th) day from the date hereof, as extended for delays in
excess of three (3) business days
for any Investor's failure to provide information or approval of filings in a
timely manner in
accordance with Section 2(a) (the "Registration Deadline") or
(ii) if, after such Registration
Statement has been declared effective by the SEC, sales of any of the
Registrable Securities required
to be covered by such Registration Statement cannot be made pursuant to such
Registration
Statement (by reason of a stop order or the Company's failure to update the
Registration Statement
or any other reason outside the control of the Investors), then the Company will
make payments to
the Investors in such amounts and at such times as shall be determined pursuant
to this Section 2(c)
as partial relief for the damages to the Investors by reason of any such delay
in or reduction of their
ability to sell the Registrable Securities (which remedy shall not be exclusive
of any other remedies
available at law or in equity).  The Company shall pay to the Investors $2,000
each day (which
amount shall be divided among the Investors on a pro rata basis based on the
number of shares of
Common Stock purchased by each Investor pursuant to the Securities Purchase
Agreement) for a
consecutive fifteen (15) days (the "Initial Penalty Period")
after the Filing Date and prior to the date
the Registration Statement is filed with the SEC pursuant to Section 2(a).  For
each thirty (30) day
period (or portion thereof) (each, a "Subsequent Penalty
Period") (A) after the Initial Penalty
Period and prior to the date the Registration Statement is filed with the SEC
pursuant to Section 2(a),
(B) after the Registration Deadline and prior to the date the Registration
Statement covering all of
the Registrable Securities is declared effective by the SEC, and (C) during
which sales of any
Registrable Securities cannot be made pursuant to any such Registration
Statement after the
Registration Statement has been declared effective, the Company shall pay to
each Investor an
amount equal to the product of (i) the aggregate purchase price of the Common
Stock purchased by
such Investor and with respect to (C)  above, currently owned by the Investor,
which cannot be sold
under Rule 144 during this time period (the "Aggregate Share
Price"), multiplied by (ii) fifteen
thousandths (.015); provided, however, that there shall be excluded from
any Initial Penalty Period
or Subsequent Penalty Period any delays which are solely attributable to changes
(other than
corrections of Company mistakes with respect to information previously provided
by the Investors)
required by the Investors in the Registration Statement with respect to
information relating to the
Investors, including, without limitation, changes to the plan of distribution,
and, provided further,
in no event shall the Company be required to pay such amounts with respect to
both (A) and (B)
above for the same period of time.  (For example, if the Registration Statement
covering all of the
Registrable Securities is not effective by fifteen (15) days after the
Registration Deadline, in addition
to the $30,000 the Company would pay during the Initial Penalty Period, if
applicable, the Company
would pay $15,000 for each thirty (30) day period thereafter with respect to
each $1,000,000 of
Aggregate Share Price until the Registration Statement becomes effective.)  Such
amounts shall be
paid in cash upon demand by the Investors.  Payments of cash pursuant hereto
shall be made on the
demand of the Investors but in no event later than within five (5) days after
the end of each period
that gives rise to such obligation, provided that, if any such period extends
for more than thirty (30)
days, interim payments shall be made for each such thirty (30) day period. 




d.   Piggy-Back Registrations.  If at any time prior to the expiration
of the
Registration Period (as hereinafter defined) and during a period in which the
Registration Statement
required to be filed pursuant to Section 2(a) is not effective, the Company
shall file with the SEC
a Registration Statement relating to an offering for its own account or the
account of others under
the Securities Act of any of its equity securities (other than the amendment of
a registration statement
now on file or registration statements on Form S-4 or Form S-8 or their then
equivalents relating to
equity securities to be issued solely in connection with any acquisition of any
entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans), the
Company shall send to each Investor written notice of such filing and, if within
fifteen (15) days after
the date of such notice, such Investor shall so request in writing, the Company
shall include in such
Registration Statement all or any part of the Registrable Securities such
Investor requests to be
registered, except that if, in connection with any underwritten public offering,
the managing
underwriter(s) thereof shall impose a limitation on the number of shares of
Common Stock which
may be included in the Registration Statement because, in such underwriter(s)'
judgment, marketing
or other factors dictate such limitation is necessary to facilitate public
distribution, then the Company
shall be obligated to include in such Registration Statement only such limited
portion of the
Registrable Securities with respect to which such Investor has requested
inclusion hereunder as the
underwriter shall permit.  Any exclusion of Registrable Securities shall be made
pro rata among the
Investors seeking to include Registrable Securities, in proportion to the number
of Registrable
Securities sought to be included by such Investors; provided,
however, that the Company shall not
exclude any Registrable Securities unless the Company has first excluded all
outstanding securities,
the holders of which are not contractually entitled to inclusion of such
securities in such Registration
Statement or are not contractually entitled to pro rata inclusion with the
Registrable Securities; and
provided, further, however, that, after giving effect to
the immediately preceding proviso, any
exclusion of Registrable Securities shall be made pro rata with holders of other
securities having the
contractual right to include such securities in the Registration Statement other
than holders of
securities contractually entitled to inclusion of their securities in such
Registration Statement by
reason of demand registration rights.  Notwithstanding the foregoing, no such
reduction shall reduce
the amount of Registrable Securities included in the registration below twenty-
five (25%) of the total
amount of securities included in such registration.  No right to registration of
Registrable Securities
under this Section 2(d) shall be construed to limit any registration required
under Section 2(a) hereof.
If an offering in connection with which an Investor is entitled to registration
under this Section 2(d)
is an underwritten offering, then each Investor whose Registrable Securities are
included in such
Registration Statement shall, unless otherwise agreed by the Company, offer and
sell such
Registrable Securities in an underwritten offering using the same underwriter or
underwriters and,
subject to the provisions of this Agreement, on the same terms and conditions as
other shares of
Common Stock included in such underwritten offering.  Notwithstanding anything
to the contrary
contained herein, the Investors' rights set forth in this Section 2(d) shall not
apply with respect to any
registration statement filed pursuant to that certain Registration Rights
Agreement, dated May 7,
1999, by and between the Company and Abbott Laboratories.  




e.   Eligibility for Form S-3.  The Company represents and warrants that
it meets
the requirements for the use of Form S-3 for registration of the sale by the
Initial Investors and any
other Investor of the Registrable Securities and the Company shall file all
reports required to be filed
by the Company with the SEC in a timely manner so as to thereafter maintain such
eligibility for the
use of Form S-3.




f.      Rule 416; Notice of Registration Trigger
Date.  The Company and the
Investors each acknowledge that an indeterminate number of Registrable
Securities shall be
registered pursuant to Rule 416 under the Securities Act so as to include in
such Registration
Statement any and all Registrable Securities which may become issuable to
prevent dilution resulting
from stock splits, stock dividends or similar transactions (collectively, the
"Rule 416 Securities").
In this regard, the Company agrees to take all steps necessary to ensure that
all Rule 416 Securities
are registered pursuant to Rule 416 under the Securities Act in the Registration
Statement and, absent
guidance from the SEC or other definitive authority to the contrary, the Company
shall affirmatively
support and not take any action adverse to the position that the Registration
Statements filed
hereunder cover all of the Rule 416 Securities.  If the Company determines that
the Registration
Statement(s) filed hereunder do not cover all of the Rule 416 Securities, the
Company shall
immediately provide to each Investor written notice (a "Rule 416
Notice") setting forth the basis for
the Company's position and the authority therefor.  In the event that a
Registration Trigger Date (as
defined below) occurs, the Company shall provide each Investor written notice of
such Registration
Trigger Date within three (3) business days thereafter. 




                g.       Delay Period.  If, at
any time prior to the expiration of the Registration Period
(as defined below), in the good faith reasonable judgment of the Company's Board
of Directors, the
disposition of Registrable Securities would require the premature disclosure of
material non-public
information which may reasonably be expected to have an adverse effect on the
Company, then the
Company shall not be required to maintain the effectiveness of or amend or
supplement the
Registration Statement for a period (a "Disclosure Delay
Period") expiring upon the earlier to occur
of (i) the date on which such material information is disclosed to the public or
ceases to be material
or (ii) up to ten (10) trading days after the date on which the Company provides
a notice to the
Investors under Section 3(f) hereof stating that the failure to disclose such
non-public information
causes the prospectus included in the Registration Statement, as then in effect,
to include an untrue
statement of a material fact or to omit to state a material fact required to be
stated therein or
necessary to make the statements therein not misleading (each, a
"Disclosure Delay Period
Notice").  For the avoidance of doubt, in no event shall a Disclosure
Delay Period exceed ten (10)
trading days.  The Company will give prompt written notice, in the manner
prescribed by Section
11 hereof, to the Investors of each Disclosure Delay Period.  If practicable,
such notice shall estimate
the duration of such Disclosure Delay Period.   Each Investor agrees that, upon
receipt of a
Disclosure Delay Period Notice prior to Investor's disposition of all such
Registrable Securities,
Investor will forthwith discontinue disposition of such Registrable Securities
pursuant to the
Registration Statement, and will not deliver any prospectus forming a part
thereof in connection with
any sale of such Registrable Securities until the expiration of such Disclosure
Delay Period.  In
addition, the provisions of Section 2(c) hereof shall not apply to the
Disclosure Delay Periods.
Notwithstanding anything in this Section 2 to the contrary, the Company shall
not deliver more than
two (2) Disclosure Delay Period Notices in any three hundred sixty five (365)
day period.



             


3.   OBLIGATIONS OF THE COMPANY.  




In connection with the registration of the Registrable Securities, the
Company shall have the
following obligations:





a.   The Company shall prepare and file with the
SEC the Registration Statement
required by Section 2(a) (but in no event later than the Filing Date), and cause
such Registration
Statement relating to Registrable Securities to become effective as soon as
practicable after such
filing (but in no event later than the Registration Deadline), and keep such
Registration Statement
effective pursuant to Rule 415 at all times until such date as is the earlier of
(i) the date on which all
of the Registrable Securities have been sold and (ii) the date on which all of
the Registrable
Securities (in the reasonable opinion of counsel to the Initial Investors, which
shall be sought upon
the reasonable request of the Company) may be immediately sold to the public
without registration
or restriction pursuant to Rule 144(k) under the Securities Act or any successor
provision (the
"Registration Period"), which Registration Statement (including
any amendments or supplements
thereto and prospectuses contained therein and all documents incorporated by
reference therein) shall
not contain any untrue statement of a material fact or omit to state a material
fact required to be
stated therein, or necessary to make the statements therein not misleading,
and (iii) shall comply in
all material respects with the requirements of the Securities Act and the rules
and regulations of the
SEC promulgated thereunder.  The financial statements of the Company included in
the Registration
Statement or incorporated by reference therein will comply as to form in all
material respects with
the applicable accounting requirements and the published rules and regulations
of the SEC applicable
with respect thereto.  Such financial statements will be prepared in accordance
with U.S. generally
accepted accounting principles, 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 on
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 adjustments).




b.   The Company shall prepare and file with the SEC such amendments
(including post-effective amendments) and supplements to the Registration
Statement and the
prospectus used in connection with the Registration Statement as may be
necessary to keep the
Registration Statement effective at all times during the Registration Period,
and, during such period,
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable
Securities of the Company covered by the Registration Statement until the
earlier of (i) such time
as all of such Registrable Securities have been disposed of in accordance with
the intended methods
of disposition by the seller or sellers thereof as set forth in the Registration
Statement or (ii) the
expiration of the Registration Period.




c.   The Company shall furnish to each Investor whose Registrable Securities
are
included in the Registration Statement and its legal counsel (i) promptly after
the same is prepared
and publicly distributed, filed with the SEC, or received by the Company, one
copy of the
Registration Statement and any amendment thereto, each preliminary prospectus
and prospectus and
each amendment or supplement thereto, and, in the case of the Registration
Statement referred to in
Section 2(a), each letter written by or on behalf of the Company to the SEC or
the staff of the SEC
(including, without limitation, any request to accelerate the effectiveness of
the Registration
Statement or amendment thereto), and each item of correspondence from the SEC or
the staff of the
SEC, in each case relating to the Registration Statement (other than any
portion, if any, thereof which
contains information for which the Company has sought confidential treatment),
(ii) on the date of
effectiveness of the Registration Statement or any amendment thereto, a notice
stating that the
Registration Statement or amendment has been declared effective, and (iii) such
number of copies
of a prospectus, including a preliminary prospectus, and all amendments and
supplements thereto
and such other documents as such Investor may reasonably request in order to
facilitate the
disposition of the Registrable Securities owned by such Investor.




d.   The Company shall use reasonable commercial efforts to (i) register and
qualify the Registrable Securities covered by the Registration Statement under
such other securities
or "blue sky" laws of such jurisdictions in the United States as each Investor
who holds Registrable
Securities being offered reasonably requests, (ii) prepare and file in those
jurisdictions such
amendments (including post-effective amendments) and supplements to such
registrations and
qualifications as may be necessary to maintain the effectiveness thereof during
the Registration
Period, (iii) take such other actions as may be necessary to maintain such
registrations and
qualifications in effect at all times during the Registration Period, and (iv)
take all other actions
reasonably necessary or advisable to qualify the Registrable Securities for sale
in such jurisdictions;
provided, however, that the Company shall not be required in
connection therewith or as a condition
thereto to (a) qualify to do business in any jurisdiction where it would not
otherwise be required to
qualify but for this Section 3(d), (b) subject itself to general taxation in any
such jurisdiction, (c) file
a general consent to service of process in any such jurisdiction, (d) provide
any undertakings that
cause the Company undue expense or burden, or (e) make any change in its charter
or bylaws, which
in each case the Board of Directors of the Company determines to be contrary to
the best interests
of the Company and its stockholders.




e.   In the event the Investors who hold a majority in interest of the
Registrable
Securities being offered in an offering select underwriters for the offering,
the Company shall enter
into and perform its obligations under an underwriting agreement, in usual and
customary form,
including, without limitation, customary indemnification and contribution
obligations, with the
underwriters of such offering.




f.   As promptly as practicable after becoming aware of such event, the Company
shall notify each Investor by telephone and facsimile of the happening of any
event, of which the
Company has knowledge, as a result of which the prospectus included in the
Registration Statement,
as then in effect, includes an untrue statement of a material fact or omission
to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and, use
commercially reasonable efforts promptly to prepare a supplement or amendment to
the Registration
Statement to correct such untrue statement or omission, and deliver such number
of copies of such
supplement or amendment to each Investor as such Investor may reasonably
request.




g.   The Company shall use commercially reasonable efforts (i) to prevent the
issuance of any stop order or other suspension of effectiveness of a
Registration Statement, and, if
such an order is issued, to obtain the withdrawal of such order at the earliest
practicable moment
(including in each case by amending or supplementing such Registration
Statement) and (ii) to notify
each Investor who holds Registrable Securities being sold (or, in the event of
an underwritten
offering, the managing underwriters) of the issuance of such order and the
resolution thereof (and
if such Registration Statement is supplemented or amended, deliver such number
of copies of such
supplement or amendment to each Investor as such Investor may reasonably
request). 




h.   The Company shall permit a single firm of counsel designated by the
Initial
Investor to review the Registration Statement and all amendments and supplements
thereto a
reasonable period of time prior to its filing with the SEC, and not file any
document in a form to
which such counsel reasonably objects.




i.   The Company shall make generally available to its security holders as soon
as practical, but not later than ninety (90) days after the close of the period
covered thereby, an
earnings statement (in form complying with the provisions of Rule 158 under the
Securities Act)
covering a twelve-month period beginning not later than the first day of the
Company's fiscal quarter
next following the effective date of the Registration Statement.




j.   At the request of any Investor in the case of an underwritten public
offering,
the Company shall furnish, on the date of effectiveness of the Registration
Statement (i) an opinion,
dated as of such date, from counsel representing the Company addressed to the
Investors and in
form, scope and substance as is customarily given in an underwritten public
offering and (ii) a letter,
dated such date, from the Company's independent certified public accountants in
form and substance
as is customarily given by independent certified public accountants to
underwriters in an
underwritten public offering, addressed to the underwriters, if any, and the
Investors.




k.   The Company shall make available for inspection by (i) any Investor, (ii)
any
underwriter participating in any disposition pursuant to the Registration
Statement, (iii) one firm of
attorneys and one firm of accountants or other agents retained by the Investors,
and (iv) one firm of
attorneys retained by all such underwriters (collectively, the
"Inspectors") all pertinent financial and
other records, and pertinent corporate documents and properties of the Company
(collectively, the
"Records"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to
exercise its due diligence responsibility, and cause the Company's officers,
directors and employees
to supply all information which any Inspector may reasonably request for
purposes of such due
diligence; provided, however, that each Inspector shall hold in
confidence and shall not make any
disclosure (except to an Investor) of any Record or other 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 Records is necessary to avoid or correct a misstatement
or omission in any
Registration Statement (a final determination of which shall be based upon an
opinion of outside
counsel to the Company), (b) the release of such Records is ordered pursuant to
a subpoena or other
order from a court or government body of competent jurisdiction, or (c) the
information in such
Records 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
in such Records 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 3(k).  Each
Investor agrees that it shall,
upon learning that disclosure of such Records 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 Records deemed confidential.  Nothing herein shall be
deemed to limit the
Investors' ability to sell Registrable Securities in a manner which is otherwise
consistent with
applicable laws and regulations. 




l.   The Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company which was clearly
indicated in writing
as "confidential" at the time of its delivery unless (i) disclosure of such
information is necessary to
comply with federal or state securities laws, (ii) the disclosure of such
information is necessary to
avoid or correct a misstatement or omission in any Registration Statement, (iii)
the release of such
information is ordered pursuant to a subpoena or other order from a court or
governmental body of
competent jurisdiction, (iv) such information has been made generally available
to the public other
than by disclosure in violation of this or any other agreement, or (v) such
Investor consents to the
form and content of any such disclosure.  The Company agrees that it shall, upon
learning that
disclosure of such information concerning an Investor is sought in or by a court
or governmental
body of competent jurisdiction or through other means, give prompt notice to
such Investor prior to
making such disclosure, and allow the Investor, at its expense, to undertake
appropriate action to
prevent disclosure of, or to obtain a protective order for, such
information.


                             


m.   The Company shall use commercially reasonable efforts to promptly either
(i) cause all of the Registrable Securities covered by the Registration
Statement to be listed on the
NNM, NYSE or the AMEX or another national securities exchange and on each
additional national
securities exchange on which securities of the same class or series issued by
the Company are then
listed, if any, if the listing of such Registrable Securities is then permitted
under the rules of such
exchange, or (ii) secure the designation and quotation of all of the Registrable
Securities covered by
the Registration Statement on the NNM or SmallCap and, without limiting the
generality of the
foregoing, to arrange for or maintain at least two market makers to register
with the National
Association of Securities Dealers, Inc. ("NASD") as such with
respect to such Registrable Securities.




n.   The Company shall provide a transfer agent and registrar, which may be a
single entity, for the Registrable Securities not later than the effective date
of the Registration
Statement.




o.   The Company shall cooperate with the Investors who hold Registrable
Securities being offered and the managing underwriter or underwriters, if any,
to facilitate the timely
preparation and delivery of certificates (not bearing any restrictive legends)
representing Registrable
Securities to be offered pursuant to the Registration Statement and enable such
certificates to be in
such denominations or amounts, as the case may be, as the managing underwriter
or underwriters,
if any, or the Investors may reasonably request and registered in such names as
the managing
underwriter or underwriters, if any, or the Investors may request, and, within
three (3) business days
after the Registration Statement which includes Registrable Securities is
ordered effective by the
SEC, the Company shall deliver, and shall cause legal counsel selected by the
Company to deliver,
to the transfer agent for the Registrable Securities (with copies to the
Investors whose Registrable
Securities are included in such Registration Statement), an opinion of such
counsel in the form
attached hereto as Exhibit 1.




p.   At the request of any Investor, the Company shall prepare and file with
the
SEC such amendments (including post-effective amendments) and supplements to a
Registration
Statement and the prospectus used in connection with such Registration Statement
as may be
necessary in order to change the plan of distribution set forth in such
Registration Statement.




q.   The Company shall comply with all applicable laws related to a
Registration
Statement and offering and sale of securities and all applicable rules and
regulations of governmental
authorities in connection therewith (including, without limitation, the
Securities Act and the
Securities Exchange Act of 1934, as amended, and the rules and regulations
promulgated by the
SEC.)




r.   From and after the date of this Agreement, the Company shall not, and
shall
not agree to, allow the holders of any securities of the Company to include any
of their securities
which are not Registrable Securities in the Registration Statement under Section
2(a) hereof or any
amendment or supplement thereto under Section 3(b) hereof without the consent of
the holders of
a majority in interest of the Registrable Securities.





4.   OBLIGATIONS OF THE INVESTORS.




In connection with the registration of the Registrable Securities, the
Investors shall have the
following obligations:





a.   It shall be a condition precedent to the obligations of the Company to
complete the registration pursuant to this Agreement with respect to the
Registrable Securities of a
particular Investor that such Investor shall furnish to the Company such
information regarding itself,
the Registrable Securities held by it and the intended method of disposition of
the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such Registrable
Securities and shall execute such documents in connection with such registration
as the Company
may reasonably request.  At least five trading days prior to the first
anticipated filing date of the
Registration Statement, the Company shall notify each Investor of the
information the Company
requires from each such Investor. 




b.   Each Investor, by such Investor's acceptance of the Registrable
Securities,
agrees to cooperate with the Company as reasonably requested by the Company in
connection with
the preparation and filing of the Registration Statement hereunder, unless such
Investor has notified
the Company in writing of such Investor's election to exclude all of such
Investor's Registrable
Securities from such Registration Statement.




c.   In the event Investors holding a majority in interest of the Registrable
Securities being offered determine to engage the services of an underwriter,
each Investor agrees to
enter into and perform such Investor's obligations under an underwriting
agreement, in usual and
customary form, including, without limitation, customary indemnification and
contribution
obligations, with the underwriter(s) of such offering and the Company and take
such other actions
as are reasonably required in order to expedite or facilitate the disposition of
the Registrable
Securities, unless such Investor has notified the Company in writing of such
Investor's election not
to participate in such underwritten distribution.  




d.   Each Investor agrees that, upon receipt of any notice from the Company of
the happening of any event of the kind described in Sections 3(f) or 3(g), such
Investor will
immediately discontinue disposition of Registrable Securities pursuant to the
Registration Statement
covering such Registrable Securities until such Investor's receipt of the copies
of the supplemented
or amended prospectus contemplated by Sections 3(f) or 3(g) and, if so directed
by the Company,
such Investor shall deliver to the Company (at the expense of the Company) or
destroy (and deliver
to the Company a certificate of destruction) all copies in such Investor's
possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.  




e.   No Investor may participate in any underwritten distribution hereunder
unless
such Investor (i) agrees to sell such Investor's Registrable Securities on the
basis provided in any
underwriting arrangements in usual and customary form entered into by the
Company, (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other
documents reasonably required under the terms of such underwriting arrangements,
(iii) agrees to
pay its pro rata share of all underwriting discounts and commissions and any
expenses in excess of
those payable by the Company pursuant to Section 5 below, and (iv) complies with
all applicable
laws in connection therewith.  Notwithstanding anything in this Section 4(e) to
the contrary, this
Section 4(e) is not intended to limit an Investor's rights under Sections 2(a)
or 3(b) hereof.





5.   EXPENSES OF REGISTRATION.  All reasonable expenses incurred by the
Company or the Investors in connection with registrations, filings or
qualifications pursuant to
Sections 2 and 3 above, including, without limitation, all registration, listing
and qualifications fees,
printers and accounting fees, the fees and disbursements of counsel for the
Company and the
reasonably incurred fees and disbursements of one counsel selected by the
Investors (not to exceed
$7,500) shall be borne by the Company.  In addition, the Company shall pay all
of the Investors'
costs and expenses (including legal fees) incurred in connection with the
enforcement of the rights
of the Investors hereunder.




6.   INDEMNIFICATION.  In the event any Registrable Securities are
included in a
Registration Statement under this Agreement:





a.   To the extent permitted by law, the Company will indemnify, hold harmless
and defend (i) each Investor who holds such Registrable Securities, and
(ii) the directors, officers,
partners, members, employees and agents of such Investor and each person who
controls any Investor
within the meaning of Section 15 of the Securities Act or Section 20 of the
Securities Exchange Act
of 1934, as amended (the "Exchange Act"), if any, (each, an
"Indemnified Person"), against any
joint or several losses, claims, damages, liabilities or expenses
(collectively, together with actions,
proceedings or inquiries by any regulatory or self-regulatory organization,
whether commenced or
threatened, in respect thereof, "Claims") to which any of them
may become subject insofar as such
Claims arise out of or are based upon: (i) any untrue statement or alleged
untrue statement of a
material fact in a Registration Statement or the omission or alleged omission to
state therein a
material fact required to be stated or necessary to make the statements therein
not misleading, (ii)
any untrue statement or alleged untrue statement of a material fact contained in
any preliminary
prospectus if used prior to the effective date of such Registration Statement,
or contained in the final
prospectus (as amended or supplemented, if the Company files any amendment
thereof or
supplement thereto with the SEC) or the omission or alleged omission to state
therein any material
fact necessary to make the statements made therein, in light of the
circumstances under which the
statements therein were made, not misleading, or (iii) any violation or alleged
violation by the
Company of the Securities Act, the Exchange Act, any other law, including,
without limitation, any
state securities law, or any rule or regulation thereunder relating to the offer
or sale of the Registrable
Securities (the matters in the foregoing clauses (i) through (iii) being,
collectively, "Violations").
Subject to the restrictions set forth in Section 6(c) with respect to the number
of legal counsel, the
Company shall reimburse the Investors and each other Indemnified Person,
promptly as such
expenses are incurred and are due and payable, for any reasonable legal fees or
other reasonable
expenses incurred by them in connection with investigating or defending any such
Claim.
Notwithstanding anything to the contrary contained herein, the indemnification
agreement contained
in this Section 6(a): (i) shall not apply to a Claim arising out of or based
upon a Violation which
occurs in reliance upon and in conformity with information furnished in writing
to the Company by
such Indemnified Person expressly for use in the Registration Statement or any
such amendment
thereof or supplement thereto; (ii) shall not apply to amounts paid in
settlement of any Claim if such
settlement is effected without the prior written consent of the Company, which
consent shall not be
unreasonably withheld; and (iii) with respect to any preliminary prospectus,
shall not inure to the
benefit of any Indemnified Person if the untrue statement or omission of
material fact contained in
the preliminary prospectus was corrected on a timely basis in the prospectus, as
then amended or
supplemented, if such corrected prospectus was timely made available by the
Company pursuant to
Section 3(c) hereof, and the Indemnified Person was promptly advised in writing
not to use the
incorrect prospectus prior to the use giving rise to a Violation and such
Indemnified Person,
notwithstanding such advice, used it.  Such indemnity shall remain in full force
and effect regardless
of any investigation made by or on behalf of the Indemnified Person and shall
survive the transfer
of the Registrable Securities by the Investors pursuant to Section 9 hereof.




b.   In connection with any Registration Statement in which an Investor is
participating, each such Investor agrees severally and not jointly to indemnify,
hold harmless and
defend, to the same extent and in the same manner set forth in Section 6(a), the
Company, each of
its directors, each of its officers who signs the Registration Statement, its
employees, agents and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities Act or
Section 20 of the Exchange Act, and any other stockholder selling securities
pursuant to the
Registration Statement or any of its directors or officers or any person who
controls such stockholder
within the meaning of the Securities Act or the Exchange Act (collectively and
together with an
Indemnified Person, an "Indemnified Party"), against any Claim
to which any of them may become
subject, under the Securities Act, the Exchange Act or otherwise, insofar as
such Claim arises out
of or is based upon any Violation, in each case to the extent (and only to the
extent) that such
Violation occurs in reliance upon and in conformity with written information
furnished to the
Company by such Investor expressly for use in connection with such Registration
Statement; and
subject to Section 6(c) such Investor will reimburse any legal or other expenses
(promptly as such
expenses are incurred and are due and payable) reasonably incurred by them in
connection with
investigating or defending any such Claim; provided, however, that the
indemnity agreement
contained in this Section 6(b) shall not apply to amounts paid in settlement of
any Claim if such
settlement is effected without the prior written consent of such Investor, which
consent shall not be
unreasonably withheld; provided, further, however, that the
Investor shall be liable under this
Agreement (including this Section 6(b) and Section 7) for only that amount as
does not exceed the
net proceeds actually received by such Investor as a result of the sale of
Registrable Securities
pursuant to such Registration Statement.  Such indemnity shall remain in full
force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the
transfer of the Registrable Securities by the Investors pursuant to Section 9
hereof.  Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section
6(b) with respect to any preliminary prospectus shall not inure to the benefit
of any Indemnified Party
if the untrue statement or omission of material fact contained in the
preliminary prospectus was
corrected on a timely basis in the prospectus, as then amended or
supplemented.




c.   Promptly after receipt by an Indemnified Person or Indemnified Party under
this Section 6 of notice of the commencement of any action (including any
governmental action),
such Indemnified Person or Indemnified Party shall, if a Claim in respect
thereof is to made against
any indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the
commencement thereof, and the indemnifying party shall have the right to
participate in, and, to the
extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed,
to assume control of the defense thereof with counsel mutually satisfactory to
the indemnifying party
and the Indemnified Person or the Indemnified Party, as the case may be;
provided, however, that
such indemnifying party shall not be entitled to assume such defense and an
Indemnified Person or
Indemnified Party shall have the right to retain its own counsel with the fees
and expenses to be paid
by the indemnifying party, if, in the reasonable opinion of counsel retained by
the indemnifying
party, the representation by such counsel of the Indemnified Person or
Indemnified Party and the
indemnifying party would be inappropriate due to actual or potential conflicts
of interest between
such Indemnified Person or Indemnified Party and any other party represented by
such counsel in
such proceeding or the actual or potential defendants in, or targets of, any
such action include both
the Indemnified Person or the Indemnified Party and the indemnifying party and
any such
Indemnified Person or Indemnified Party reasonably determines that there may be
legal defenses
available to such Indemnified Person or Indemnified Party which are in conflict
with those available
to such indemnifying party.  The indemnifying party shall pay for only one
separate legal counsel
for the Indemnified Person or the Indemnified Parties, as applicable, and such
legal counsel shall be
selected by Investors holding a majority-in-interest of the  Registrable
Securities included in the
Registration Statement to which the Claim relates (with the approval of the
Initial Investor if it holds
Registrable Securities included in such Registration Statement), if the
Investors are entitled to
indemnification hereunder, or by the Company, if the Company is entitled to
indemnification
hereunder, as applicable.  The failure to deliver written notice to the
indemnifying party within a
reasonable time of the commencement of any such action shall not relieve such
indemnifying party
of any liability to the Indemnified Person or Indemnified Party under this
Section 6, except to the
extent that the indemnifying party is actually prejudiced in its ability to
defend such action.  The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof
during the course of the investigation or defense, as such expense, loss, damage
or liability is
incurred and is due and payable.





7.   CONTRIBUTION.  To the extent any indemnification by an indemnifying
party is
prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with
respect to any amounts for which it would otherwise be liable under Section 6 to
the fullest extent
permitted by law as is appropriate to reflect the relative fault of the
indemnifying party, on the one
hand, and the Indemnified Person or Indemnified Party, as the case may be, on
the other hand, with
respect to the Violation giving rise to the applicable Claim; provided,
however, that (i) no
contribution shall be made under circumstances where the maker would not have
been liable for
indemnification under the fault standards set forth in Section 6, (ii) no person
guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
such fraudulent
misrepresentation, and (iii) contribution (together with any indemnification or
other obligations
under this Agreement) by any seller of Registrable Securities shall be limited
in amount to the net
amount of proceeds received by such seller from the sale of such Registrable
Securities.




8.   REPORTS UNDER THE EXCHANGE ACT.  With a view to making available to
the Investors the benefits of Rule 144 promulgated under the Securities Act or
any other similar rule
or regulation of the SEC that may at any time permit the Investors to sell
securities of the Company
to the public without registration ("Rule 144"), the Company
agrees to:





a.   file with the SEC in a timely manner and make and keep available all
reports
and other documents required of the Company under the Securities Act and the
Exchange Act so
long as the Company remains subject to such requirements (it being understood
that nothing herein
shall limit the Company's obligations under Section 4(c) of the Securities
Purchase Agreement) and
the filing and availability of such reports and other documents is required for
the applicable
provisions of Rule 144; and




b.   furnish to each Investor so long as such Investor owns Shares or
Registrable
Securities, promptly upon request, (i) a written statement by the Company that
it has complied with
the reporting requirements of Rule 144, the Securities Act and the Exchange Act,
(ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and
documents so filed
by the Company, and (iii) such other information as may be reasonably requested
to permit the
Investors to sell such securities under Rule 144 without registration.





9.   ASSIGNMENT OF REGISTRATION RIGHTS.  The rights of the Investors
hereunder, including the right to have the Company register Registrable
Securities pursuant to this
Agreement, shall be automatically assignable by each Investor to any transferee
of 150,000 or more
of the Shares (as adjusted for any stock split, stock dividend,
recapitalization, reorganization or
otherwise) the Registrable Securities, or any assignee of the Securities
Purchase Agreement if: (i)
the Investor agrees in writing with the transferee or assignee to assign such
rights, and a copy of such
agreement is furnished to the Company after such assignment, (ii) the Company is
furnished with
written notice of (a) the name and address of such transferee or assignee, and
(b) the securities with
respect to which such registration rights are being transferred or assigned,
(iii) following such
transfer or assignment, the further disposition of such securities by the
transferee or assignee is
restricted under the Securities Act and applicable state securities laws, (iv)
the transferee or assignee
agrees in writing for the benefit of the Company to be bound by all of the
provisions contained
herein, and (v) such transfer shall have been made in accordance with the
applicable requirements
of the Securities Purchase Agreement.  In addition, and notwithstanding anything
to the contrary
contained in this Agreement, the Shares may be pledged, and all rights of the
Investors 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 an
Investor's margin or brokerage account.




10.  AMENDMENT OF REGISTRATION RIGHTS.  Provisions of this
Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance
and either retroactively or prospectively), only with written consent of the
Company and Investors
who hold a majority in interest of the Registrable Securities or, in the case of
a waiver, with the
written consent of the party charged with the enforcement of any such provision;
provided, however,
that no consideration shall be paid to an Investor by the Company in connection
with an amendment
hereto unless each Investor similarly affected by such amendment receives a pro-
rata amount of
consideration from the Company.  Unless an Investor otherwise agrees, each
amendment hereto must
similarly affect each Investor.  Any amendment or waiver effected in accordance
with this Section
10 shall be binding upon each Investor and the Company.




11.  MISCELLANEOUS.





a.   A person or entity is deemed to be a holder of Registrable Securities
whenever
such person or entity owns of record such Registrable Securities.  If the
Company receives
conflicting instructions, notices or elections from two or more persons or
entities with respect to the
same Registrable Securities, the Company shall act upon the basis of
instructions, notice or election
received from the registered owner of such Registrable Securities.




b.   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 or by courier or by confirmed telecopy, 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
courier or confirmed telecopy, 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








and if to any Investor, at such address as such Investor shall have provided
in writing to the Company, or at such other address as each such party furnishes
by notice given in
accordance with this Section 11(b).




c.   Failure of any party to exercise any right or remedy under this Agreement
or
otherwise, or delay by a party in exercising such right or remedy, shall not
operate as a waiver
thereof.




             d.      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 each Investor irrevocably consents 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 agrees that all claims
in respect of such
suit or proceeding may be determined in such courts. The Company and each
Investor irrevocably
waives 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 parties' right to serve process in any other
manner permitted by law.
Each party agrees 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.




e.   This Agreement and the Securities Purchase Agreement (including all
schedules and exhibits thereto) constitute the entire agreement among the
parties hereto with respect
to the subject matter hereof and thereof.  There are no restrictions, promises,
warranties or
undertakings, other than those set forth or referred to herein and therein.
This Agreement and the
Securities Purchase Agreement supersede all prior agreements and understandings
among the parties
hereto with respect to the subject matter hereof and thereof.




f.   Subject to the requirements of Section 9 hereof, this Agreement shall
inure
to the benefit of and be binding upon the successors and assigns of each of the
parties hereto.




g.   The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.




h.   This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
agreement.  This
Agreement, once executed by a party, may be delivered to the other party hereto
by facsimile
transmission of a copy of this Agreement bearing the signature of the party so
delivering this
Agreement.




i.   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.




j.   All consents, approvals and other determinations to be made by the
Investors
pursuant to this Agreement shall be made by the Investors holding a majority in
interest of the
Registrable Securities held by all Investors.




k.   The initial number of Registrable Securities included on any Registration
Statement and each increase to the number of Registrable Securities included
thereon shall be
allocated pro rata among the Investors based on the number of Registrable
Securities held by each
Investor at the time of such establishment or increase, as the case may be.  In
the event an Investor
shall sell or otherwise transfer any of such holder's Registrable Securities,
each transferee shall be
allocated a pro rata portion of the number of Registrable Securities included on
a Registration
Statement for such transferor.  Any shares of Common Stock included on a
Registration Statement
and which remain allocated to any person or entity which does not hold any
Registrable Securities
shall be allocated to the remaining Investors pro rata based on the number of
shares of Registrable
Securities then held by such Investors.




l.   Each party to this Agreement has participated in the negotiation and
drafting
of this Agreement.  As such, the language used herein 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.




m.   For purposes of this Agreement, the term "business day" means any day
other
than a Saturday or Sunday or a day on which banking institutions in the State of
New York are
authorized or obligated by law, regulation or executive order to close, and the
term "trading day"
means any day on which NASDAQ or, if the Common Stock is not then traded on
NASDAQ, the
principal securities exchange or trading market where the Common Stock is then
listed or traded,
is open for trading. 






















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





SANGSTAT MEDICAL CORPORATION




    By:
/s/ Stephen G. Dance



    Name: Stephen G. Dance 

Its:     Senior Vice President, Finance 






INITIAL INVESTORS:




NARRAGANSETT I, LP






By:
/s/ Joseph L. Dowling III



Name: Joseph L. Dowling III

Its: Managing Member




NARRAGANSETT OFFSHORE, LTD.






By:
/s/ Joseph L. Dowling III



Name: Joseph L. Dowling III

Its: Managing Member




ROYAL BANK OF CANADA

by its agent RBC Dominion Securities Corporation






    By:
/s/ Mark A. Standish



    Name: Mark A. Standish 

Its:     Managing Director 





    By:
/s/ Bruce Runciman



    Name: Bruce Runciman

Its:     Chief Financial Officer







SDS CAPITAL PARTNERS, LLC





    By:
/s/ Steve Derby



    Name: Steve Derby 

Its:     Managing Member