EX-4.8




 Exhibit 4.8 
  

 EXECUTION VERSION 

AMENDMENT NUMBER TWO TO 

THE SECOND AMENDED AND RESTATED 

RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 

THIS AMENDMENT NUMBER TWO TO THE SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (the “Amendment”)
is made and effective as of May 10, 2013, by and among AKEBIA THERAPEUTICS, INC., a Delaware corporation (the “Company”), and those Investors executing and delivering a counterpart signature page hereto. Capitalized terms not
defined herein have the meanings given them in that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of April 6, 2011, as amended by Amendment No. 1 thereto, by and among the Company, the Investors
and the Major Holders (as amended, the “Agreement”). 
 WHEREAS, the Company and the Investors desire to amend the
Agreement to modify the definitions of Appropriate Percentage and Preferred Stock and add a definition for the Series C Preferred Stock of the Company; and 

WHEREAS, the Investors hold more than the Appropriate Percentage of the shares of Common Stock required to amend the Agreement pursuant to the
provisions of Section 6.8 of the Agreement; 
 NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises
hereinafter set forth and set forth in the Agreement, the parties hereby agree as follows: 
 1. Amendment. 

(a) The definition of “Appropriate Percentage” shall be deleted in its entirety and replaced with the following:
“Appropriate Percentage” means fifty percent (50%). 
 (b) The definition of “Preferred Stock” shall be deleted
in its entirety and replaced with the following: “‘Preferred Stock’ means all shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series X Preferred Stock.” 

(c) A new definition of “Series C Preferred Stock” shall be added to the Agreement and shall read as follows: “‘Series
C Preferred Stock’ shall mean shares of the Series C Preferred Stock of the Company, par value $0.00001 per share.” 
 (d)
Schedule A shall be deleted in its entirety and replaced with the Schedule A attached hereto. 
 2.
Miscellaneous Amendments. The Agreement is amended hereby so that any reference therein to the Agreement shall be deemed to be a reference to the Agreement as amended by this Amendment. 

3. Continuance of Agreement. Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect.








 4. Governing Law. The laws of the State of Delaware govern all matters arising out of or
relating to this Amendment, including, without limitation, its interpretation, construction, performance, and enforcement, without giving effect to such state’s conflicts of law principles or rules of construction concerning the drafter hereof.

 5. Counterparts. This Amendment may be executed in two or more counterparts, including by facsimile or PDF signature, each of
which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 [Signature Page Follows] 

  
 2 









 Exhibit 4.8 
  

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

			
	AKEBIA THERAPEUTICS, INC.
		
	By:	 	 /s/ Joseph H. Gardner

		 	Joseph H. Gardner, Ph.D.
		 	President and Chief Executive Officer
	
	Address:
	
	Suite 420,
	9987 Carver Road,
	Cincinnati, OH 45242



  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	AGECHEM VENTURE FUND L.P.
		
	By:	 	 /s/ Louis Lacasse

	Name:	 	Louis Lacasse
	Title:	 	President
	
	Address:
	
	Attn: Louis Lacasse, President
	1 Westmount Square, Suite 800
	 Montreal, Quebec Canada
 H3Z
2P9




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	ATHENIAN VENTURE PARTNERS III L.P.
		
	By:	 	Athenian III, Ltd.
	Its:	 	General Partner
		
	By:	 	 /s/ Karl O. Elderkin

	Name:	 	Karl O. Elderkin
	Title:	 	President
	
	AVP OHIO TECHNOLOGY I L.P.
		
	By:	 	AVP Ohio I, Ltd.
	Its:	 	General Partner
		
	By:	 	 /s/ Karl O. Elderkin

	Name:	 	Karl O. Elderkin
	Title:	 	President
	
	Address:
	
	 340 West State Street
 Unit 29/Suite
137D
 Athens, OH 45701




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	BLUE CHIP VALIDATION FUND, LTD
	By:	 	Blue Chip Venture Company, LTD
	Its:	 	Manager
	
	 /s/ John McIlwraith

	 John McIlwraith
 Managing
Director

	
	Address:
	 312 Walnut Street
 Suite 1120

Cincinnati, OH 45202




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	CINCINNATI CORNERSTONE INVESTORS AKB, LLC
		
	By:	 	 /s/ Robert W. Coy

		 	Robert W. Coy, Jr.
		 	President
	
	Address:
	
	 30 West 3rd Street, 6th
Floor
 Cincinnati, OH 45202-3559




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

	
	WILLIAM DALY
	
	 /s/ William Daly

	William Daly
	
	Address:
	 13 Via Abrazar
 San Clemente, CA
92673




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	DIANE H. JANUSZ TRUST
		
	By:	 	 /s/ John Janusz

	Name:	 	John Janusz
	Title:	 	Trustee
	
	JOHN JANUSZ
	
	 /s/ John Janusz

	John Janusz
	
	Address:
	
	 7385 Desert Spring Court
 West
Chester, OH 45069




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	FAMILY AKEBIA INVESTMENTS LLC
		
	By:	 	 /s/ Milton Berlinski

	Name:	 	Milton Berlinski
	Title:	 	Managing Member
	
	Address:
	
	1185 Park Avenue #11G
	New York, NY 10128



  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

	
	ALAN FISHMAN
	
	 /s/ Alan Fishman

	Alan Fishman
	
	Address:
	 6900 Stonehenge Dr.
 Cincinnati, OH
45242-6204




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

					
	FRED SHALWITZ TRUST, ROBERT SHALWITZ, TRUSTEE
		
	By:	 	 /s/ Robert Shalwitz

		 	Name:	 	Robert Shalwitz
		 	Title:	 	Trustee
	
	Address:
	
	 2549 Bryden Road
 Bexley, OH
43209




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	JOSEPH H. GARDNER
		
	By:	 	 /s/ Joseph H. Gardner

	
	Address:
	
	 4060 Boomer Road
 Cincinnati, OH
45247




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	GARDNER FAMILY TRUST, JOHN D. GARDNER TRUSTEE
		
	By:	 	 /s/ John D. Gardner

		 	John D. Gardner
		 	Trustee
	
	Address:
	
	 111 Pine Court
 Bastop, TX
78602




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	GITANA FAMILY TRUST, ELIZABETH C. ARMITAGE TRUSTEE
		
	By:	 	 /s/ Elizabeth C. Armitage

		 	Elizabeth C. Armitage
		 	Trustee
	
	Address:
	
	 2207 Upland Place
 Cincinnati, OH
45206




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	IAN A.W. HOWES, IRA, STERLING TRUST CUSTODIAN
		
	By:	 	 /s/ Ian A. W. Howes

	Name:	 	Ian A. W. Howes
	Title:	 	Trustee
	
	IAN A. W. HOWES
	
	 /s/ Ian A. W. Howes

	Ian A. W. Howes
	
	Address:
	 219 Stratford Drive
 Chapel Hill, NC
27516




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	KEARNY VENTURE PARTNERS, L.P.
		
	By:	 	 /s/ Anupam Dalal

	Name:	 	Kearny Venture Associates, LLC
	Title:	 	its General Partner
	
	Address:
	 Attn: Anupam Dalal
 Kearny Venture
Associates LLC
 88 Kearny Street, Suite 200
 San Francisco, CA
94108-5530

	
	KEARNY VENTURE PARTNERS, ENTREPRENEURS FUND, L.P.
		
	By:	 	 /s/ Anupam Dalal

	Name:	 	Kearny Venture Associates, LLC
	Title:	 	its General Partner
	
	Address:
	 Attn: Anupam Dalal
 Kearny Venture
Associates LLC
 88 Kearny Street, Suite 200
 San Francisco, CA
94108-5530




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	MCILWRAITH INVESTMENTS, LLC
		
	By:	 	 /s/ John McIlwraith

	Name:	 	John McIlwraith
	Title:	 	Manager
	
	Address:
	 Attn: John McIlwraith
 7680 Foxgate
Lane
 Cincinnati, OH 45243




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	MRK INTERNATIONAL, LLC
		
	By:	 	 /s/ Richard L. Kiley

	Name:	 	Richard L. Kiley
	Title:	 	Principal Member
	
	Address:
	 7800 Tecumseh Trail
 Cincinnati, OH
45243




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	NOVARTIS BIOVENTURES LTD.
		
	By:	 	 /s/ H. S. Zivi

	Name:	 	H. S. Zivi
	Title:	 	Deputy Chairman
		
	By:	 	 /s/ Rebecca White

	Name:	 	Rebecca White
	Title:	 	Authorized Signatory
	
	Address:
	
	 NOVARTIS BIOVENTURES LTD.
 Attn:
Henri Simon Zivi
 131 Front Street
 Hamilton HM 12

Bermuda

	
	 But for mail, to:
 Novartis
BioVentures Ltd.
 Attn: Henri Simon Zivi
 PO Box HM 2899

Hamilton HM LX Bermuda

	
	 And, also send a copy to:

Novartis Venture Fund
 Attn: Campbell Murray

Five Cambridge Center, Suite 603
 Cambridge, MA
02142




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

	
	KEVIN PETERS
	
	 /s/ Kevin Peters

	Kevin Peters
	
	Address:
	
	 9160 Given Road
 Cincinnati, OH
45243




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	QCA FIRST FUND II
		
	By:	 	 /s/ John Habbert

	Name:	 	John Habbert
	Title:	 	Manager
	
	Address:
	
	 109 Bentwood Ct.
 Cincinnati, OH
45241




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	MUNEER A. SATTER REVOCABLE TRUST
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Trustee
	
	THE SATTER FOUNDATION
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Trustee
	
	SATTER FAMILY TRUST
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Investment Advisor
	
	SATTER CHILDREN’S TRUST I
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Investment Advisor
	
	Address:
	
	 c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000
 Chicago, IL 60611

Attn: Muneer A. Satter




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	KRISTEN HAYLER HERTEL REVOCABLE TRUST
		
	By:	 	 /s/ Kristen Hayler Hertel

	Name:	 	Kristen Hayler Hertel
	Title:	 	Trustee
	
	Address:
	
	 c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000
 Chicago, IL 60611

Attn: Muneer A. Satter




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	ANNE-CAROLE WITORT INSURANCE TRUST
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Trustee
	
	ROSE SHEREEN FUQUA INSURANCE TRUST
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Investment Advisor
	
	RABI H. SATTER INSURANCE TRUST
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Investment Advisor
	
	JOHN WOOD TRUST
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Investment Advisor
	
	Address:
	
	 c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000
 Chicago, IL 60611

Attn: Muneer A. Satter




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	ADBUS SATTER INSURANCE TRUST
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Trustee
	
	GORDON AND BARBARA ANNE HERTEL INSURANCE TRUST
		
	By:	 	 /s/ Muneer A. Satter

	Name:	 	Muneer A. Satter
	Title:	 	Trustee
	
	Address:
	
	 c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000
 Chicago, IL 60611

Attn: Muneer A. Satter




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	ROBERT SHALWITZ
		
	By:	 	 /s/ Robert Shalwitz

	
	Address:
	
	 2549 Bryden Road
 Bexley, OH
43209




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	SIGVION FUND I, LP
		
	By:	 	 /s/ J. P. Fairbank

		 	J. P. Fairbank
		 	Founding Partner
	
	Address:
	
	 806 West Washington Street, Suite 204

Chicago, IL 60607




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	THOMAS WEISEL HEALTHCARE VENTURE PARTNERS, L.P.
		
	By:	 	Thomas Weisel Capital Management LLC
	Title:	 	its Managing Member
		
	By:	 	 /s/ Anupam Dalal

	Name:	 	 Anupam Dalal

	Title:	 	 Managing Director

	
	Address:
	
	 88 Kearny Street, 4th Floor

San Francisco, CA 94108




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	TRIATHLON MEDICAL VENTURES FUND, L.P.
		
	By:	 	Triathlon Medical Ventures, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ John M. Rice

		 	John M. Rice
		 	Managing Partner
	
	Address:
	
	 300 E-Business Way
 Suite 200

Cincinnati, OH 45241




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	TRI-STATE GROWTH CAPITAL FUND II, L.P.
		
	By:	 	Tri-State Ventures II, LLC
	Its:	 	General Partner
		
	By:	 	Fort Washington Investment Advisors, Inc.
	Its:	 	Managing Member
		
	By:	 	 /s/ Steve Baker

	Name:	 	Steve Baker
	Title:	 	Managing Director
		
	By:	 	 /s/ Maribeth S. Rahe

	Name:	 	Maribeth S. Rahe
	Title:	 	President and Chief Executive Officer
	
	Address:
	
	 303 Broadway, Suite 1200

Cincinnati, OH 45202




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

			
	VENTURE INVESTORS EARLY STAGE FUND IV LIMITED PARTNERSHIP
		
	By:	 	VIESF IV GP, LLC, its General Partner
		
	By:	 	 /s/ Paul M. Weiss

	Name:	 	Paul M. Weiss, PhD
	Title:	 	Managing Director
	
	Address:
	
	 505 South Rosa Road
 Madison, WI
53719·1262
 Attn: Paul Weiss, Managing Director
 Phone:
(608) 441·2700
 Fax: (608) 441-2727
 Email:
paul@ventureinvestors.com




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 









 Exhibit 4.8 
  

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

	
	JOHN H. WYANT
	
	 /s/ John H. Wyant

	John H. Wyant
	
	Address:
	
	 Blue Chip Venture Company
 1120 Scripps
Center
 312 Walnut Street
 Cincinnati, OH 45202




  
 SIGNATURE
PAGE TO AMENDMENT NUMBER TWO TO SECOND AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT 








 Exhibit 4.8 

SCHEDULE A 

INVESTORS 
  

																	
	 Name and Address
	  	Number of
Shares of
Common
Stock	 	  	Number of
Shares of
Series A
Preferred
Stock	 	  	Number of
Shares of
Series B
Preferred
Stock	 	  	Number of
Shares of
Series C
Preferred
Stock	 
	 Triathlon Medical Ventures Fund, L.P.

Attn: John M. Rice
Managing Partner

300 E-Business Way, Suite 200

Cincinnati, OH 45241
	  	 	20,000.00	  	  	 	128,095.46	  	  	 	124,501.72	  	  	 	118,397.71	  
	 Novartis BioVentures Ltd.

Attn: Henri Simon Zivi

131 Front Street

Hamilton HM 12

Bermuda
  

But for mail, to:

Novartis BioVentures Ltd.

Attn: Henri Simon Zivi

PO Box HM 2899

Hamilton HM LX Bermuda
  

And, also send a copy to:

Novartis Venture Fund

Attn: Campbell Murray

Five Cambridge Center, Suite 603

Cambridge, MA 02142
  

and
  

Edwards Angell Palmer & Dodge LLP

Attn: Al Sokol

111 Huntington Avenue

Boston, MA 02199

asokol@eapdlaw.com
	  	 	0	  	  	 	257,031.16	  	  	 	347,830.73	  	  	 	708,647.43	  
					
	 Venture Investors Early Stage Fund IV

Limited Partnership

Attn: Paul Weiss
Managing Director

505 South Rosa Road

Madison, WI 53719-1262
	  	 	0	  	  	 	153,434.52	  	  	 	173,915.36	  	  	 	201,811.43	  
					
	 Kearny Venture Partners, L.P.

Attn: Anupam Dalal

Kearny Venture Associates, LLC

88 Kearny Street, Suite 200

San Francisco, CA 94108-5530
	  	 	0	  	  	 	44,606.15	  	  	 	43,354.71	  	  	 	308,448.29	  


  
 Schedule A-1 









																	
	 Name and Address
	  	Number of
Shares of
Common
Stock	 	  	Number of
Shares of
Series A
Preferred
Stock	 	  	Number of
Shares of
Series B
Preferred
Stock	 	  	Number of
Shares of
Series C
Preferred
Stock	 
	 Kearny Venture Partners Entrepreneurs

Fund, L.P.

Attn: Anupam Dalal

Kearny Venture Associates, LLC

88 Kearny Street, Suite 200

San Francisco, CA 94108-5530
	  	 	0	  	  	 	909.78	  	  	 	884.26	  	  	 	6,290.57	  
					
	 Thomas Weisel Healthcare Venture

Partners, L.P.

88 Kearny Street, 4th Floor

San Francisco, CA 94108
	  	 	0	  	  	 	45,515.99	  	  	 	44,239.03	  	  	 	74,475.86	  
					
	 The Procter & Gamble Company

Attn: David Le Neveu
Director, Corporate Acquisitions,
Divestitures and Equity Ventures

1 Procter & Gamble Plaza

Cincinnati, OH 45202
	  	 	72,047.44	  	  	 	0	  	  	 	8,475.71	  	  	 	0	  
					
	 Athenian Venture Partners III L.P.

Attn: Karl O. Elderkin
President

Athenian III, Ltd.

340 West State Street

Unit 29/Suite 137D

Athens, OH 45701
	  	 	0	  	  	 	22,964.77	  	  	 	31,575.85	  	  	 	124,832.79	  
					
	 AVP Ohio Technology I L.P.

Attn: Karl O. Elderkin
President

AVP Ohio I, Ltd.

340 West State Street

Unit 29/Suite 137D

Athens, OH 45701
	  	 	0	  	  	 	7,654.92	  	  	 	9,004.41	  	  	 	24,194.21	  
					
	 Sigvion Fund I, LP

Attn: J. P. Fairbank
Founding Partner

738 W. Belden Avenue

Chicago, IL 60614
	  	 	8,000.00	  	  	 	13,660.69	  	  	 	13,277.43	  	  	 	21,402.57	  
					
	 Cincinnati Cornerstone Investors AKB, LLC

Attn: Robert W. Coy, Jr.
President

30 West 3rd Street,
6th Floor
 Cincinnati, OH 45202-3559
	  	 	0	  	  	 	13,122.75	  	  	 	12,754.59	  	  	 	118,391.79	  


  
 Schedule A-2 









																	
	 Name and Address
	  	Number of
Shares of
Common
Stock	 	  	Number of
Shares of
Series A
Preferred
Stock	 	  	Number of
Shares of
Series B
Preferred
Stock	 	  	Number of
Shares of
Series C
Preferred
Stock	 
	 Tri-State Growth Capital Fund II, L.P.

Attn: Steve Baker

303 Broadway, Suite 1200

Cincinnati, OH 45202
	  	 	0	  	  	 	12,804.65	  	  	 	12,445.41	  	  	 	21,488.36	  
					
	 Blue Chip Validation Fund, Ltd.

Attn: John McIlwraith
Managing Director

1100 Chiquita Center

250 East Fifth Street

Cincinnati, OH 45202
	  	 	0	  	  	 	3,402.09	  	  	 	0	  	  	 	0	  
					
	 QCA First Fund II

Attn: John Habbert

1776 Mentor Avenue, MB #302

Cincinnati, OH 45212
	  	 	0	  	  	 	3,375.00	  	  	 	0	  	  	 	0	  
					
	 Gitana Family Trust, Elizabeth C.

Armitage Trustee

Attn: Elizabeth C. Armitage
Trustee

2207 Upland Place

Cincinnati, OH 45206
	  	 	0	  	  	 	2,765.57	  	  	 	828.17	  	  	 	1,551.57	  
					
	 Robert Shalwitz

2549 Bryden Road

Bexley, OH 43209
	  	 	127,637.41	  	  	 	849.53	  	  	 	2,070.42	  	  	 	2,500.00	  
					
	 Fred Shalwitz Trust, Robert Shalwitz,

Trustee

Attn: Robert Shalwitz
Trustee

2549 Bryden Road

Bexley, OH 43209
	  	 	0	  	  	 	3,403.13	  	  	 	0	  	  	 	0	  
					
	 Joseph H. Gardner

4060 Boomer Road

Cincinnati, OH 45247
	  	 	161,423.79	  	  	 	9,038.87	  	  	 	11,594.35	  	  	 	26,383.21	  
					
	 Gardner Family Trust, John D. Gardner
Trustee

Attn: John D. Gardner

Trustee

111 Pine Court

Bastop, TX 78602
	  	 	0	  	  	 	6,901.99	  	  	 	7,288.07	  	  	 	2,485.00	  


  
 Schedule A-3 









																	
	 Name and Address
	  	Number of
Shares of
Common
Stock	 	  	Number of
Shares of
Series A
Preferred
Stock	 	  	Number of
Shares of
Series B
Preferred
Stock	 	  	Number of
Shares of
Series C
Preferred
Stock	 
	 Ian A. W. Howes, IRA, Sterling Trust

Custodian

Attn: Ian A. W. Howes
Trustee

219 Stratford Drive

Chapel Hill, NC 27516
	  	 	0	  	  	 	5,000.00	  	  	 	5,797.18	  	  	 	7,142.00	  
					
	 Ian A. W. Howes

219 Stratford Drive

Chapel Hill, NC 27516
	  	 	46,925.51	  	  	 	0	  	  	 	0	  	  	 	2,902.21	  
					
	 Kevin Peters

9160 Given Road

Cincinnati, OH 45243
	  	 	46,925.51	  	  	 	0	  	  	 	1,449.29	  	  	 	3,473.00	  
					
	 William Daly

13 Via Abrazar

San Clemente, CA 92673
	  	 	60,810.00	  	  	 	0	  	  	 	0	  	  	 	13,488.86	  
					
	 Muneer A. Satter Revocable Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	115,943.58	  	  	 	182,551.50	  
					
	 John Wood Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	3,571.00	  
					
	 The Satter Foundation

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	57,971.78	  	  	 	191,275.86	  
					
	 Muneer A Satter IRA, Millennium Trust

Company, Custodian
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	14,285.00	  
					
	 Satter Children’s Trust I

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	57,971.78	  	  	 	66,275.86	  


  
 Schedule A-4 









																	
	 Name and Address
	  	Number of
Shares of
Common
Stock	 	  	Number of
Shares of
Series A
Preferred
Stock	 	  	Number of
Shares of
Series B
Preferred
Stock	 	  	Number of
Shares of
Series C
Preferred
Stock	 
	 Kristen Hayler Hertel Revocable Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	7,142.00	  
					
	 Anne-Carole Witort Insurance Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	7,142.00	  
					
	 Rose Shereen Fuqua Insurance Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	7,142.00	  
					
	 Rabi H. Satter Insurance Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	7,142.00	  
					
	 Abdus Satter Insurance Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	3,571.00	  
					
	 Gordon and Barbara Anne Hertel

Insurance Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	3,571.00	  
					
	 Satter Family Trust

c/o Satter Investment Management, LLC

676 N. Michigan Avenue, Suite 4000

Chicago, IL 60611

Attn: Muneer A. Satter
	  	 	0	  	  	 	0	  	  	 	28,985.89	  	  	 	31,351.93	  
					
	 AgeChem Venture Fund L.P.

Attn: Louis Lacasse
President

1 Westmount Square, Suite 800

Montreal, Quebec, Canada

H3Z 2P9
	  	 	0	  	  	 	0	  	  	 	173,915.35	  	  	 	123,143.86	  


  
 Schedule A-5 









																	
	 Name and Address
	  	Number of
Shares of
Common
Stock	 	  	Number of
Shares of
Series A
Preferred
Stock	 	  	Number of
Shares of
Series B
Preferred
Stock	 	  	Number of
Shares of
Series C
Preferred
Stock	 
	 Diane H. Janusz Trust

Attn: John Janusz
Trustee

7385 Desert Spring Court

West Chester, OH 45069
	  	 	0	  	  	 	0	  	  	 	1,449.29	  	  	 	139.00	  
					
	 John Janusz

7385 Desert Spring Court

West Chester, OH 45069
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	1,670.79	  
					
	 MRK International, LLC

Attn: Richard L. Kiley
Principal Member

7800 Tecumseh Trail

Cincinnati, OH 45243
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	396.00	  
					
	 McIlwraith Investments, LLC

Attn: John McIlwraith
Manager

7680 Foxgate Lane

Cincinnati, OH 45243
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	4,597.00	  
					
	 John H. Wyant

2337 Grandin Road

Cincinnati, OH 45208
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	1,039.36	  
					
	 Alan Fishman

6900 Stonehenge Drive

Cincinnati, OH 45242-6204
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	1,428.00	  
					
	 Family Akebia Investments LLC

Attn: Milton Berlinski

1185 Park Avenue #11G

New York, NY 10128
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	142,858.00	  
					
	 Novo A/S

Novo Ventures

Tuborg Havnevej 19

DK – 2900 – Hellerup
	  	 	0	  	  	 	0	  	  	 	0	  	  	 	714,285.00	  


  
 Schedule A-6