First Amendment to Amended and Restated Investors' Rights Agreement



 Exhibit 10.2 
  
 FIRST AMENDMENT TO 
  
 AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
  
 This first amendment to that certain Amended and Restated Investors’ Rights Agreement, made as of April 30, 2003 (the “Agreement”), by
and among Xenogen Corporation, a Delaware corporation (the “Company”) and the individuals and entities listed on Exhibit A attached thereto (the “Investors”), is made as of August 2, 2005. 
  
 Capitalized terms not defined herein shall have the meanings ascribed to them
in the Agreement. 
  
 RECITALS 
  
 A. The Company and the Investors entered into the Agreement in connection
with the sale and issuance of the Company’s Series AA Preferred Stock (the “Series AA Preferred”). 
  
 B. The Agreement affords Holders of Registrable Securities or securities convertible into Registrable Securities, and any person holding such securities
to whom the rights under the Agreement have been transferred in accordance with Section 2.13 of the Agreement, certain rights related to the Registrable Securities. 
  
 C. On July 16, 2004, the Company closed its first bona fide firm commitment public offering (the “IPO”)
underwritten by a nationally recognized investment bank pursuant to an effective registration statement filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”) and, upon the IPO, the Series AA Preferred
converted into Common Stock of the Company. 
  
 D. Pursuant to
Section 3.1(e) of the Agreement, upon the IPO, the right of first refusal granted under Section 3.1 of the Agreement expired. 
  
 E. Pursuant to Section 4.5 of the Agreement, upon the IPO, the covenants set forth in Sections 4.1, 4.2, 4.3 and 4.4 of the Agreement terminated and
are of no further force and effect. 
  
 F. Pursuant to
Section 2.15 of the Agreement, the rights granted under Section 2 of the Agreement terminated as to certain Holders as a result of such Holders being able to sell all of each such Holder’s Registrable Securities in a ninety
(90) day period pursuant to Rule 144 of the Securities Act and, therefore, the Company and the Investors desire to amend Exhibit A to the Agreement to accurately reflect the current Investors and Shares subject to the Agreement.

  
 G. On July 29, 2005, the Company issued to Partners for
Growth Managers, LLC (“PfG”) warrants (the “Warrants”) to purchase up to 180,000 shares of Common Stock of the Company (the “Warrant Stock”) in connection with PfG’s extension of a credit facility to the Company,
under which Warrants PfG is entitled to certain rights set forth in the Agreement. 
  
 H. The Company and the Investors desire to amend the Agreement to afford PfG such rights. 









 I. Pursuant to Section 5.1 of the Agreement, the Agreement may be amended with the written consent
of the Company and the record holders of more than fifty percent (50%) of the Shares and Conversion Stock. 
  
 AGREEMENT 
  
 NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Investors hereby agree as follows: 
  
 1. Exhibit A is hereby and amended and restated in its entirety to read as Exhibit A attached hereto. 
  
 2. Sections 2.6, 2.7, 2.8, 2.9, 2.10, 2.11, 2.13 and 2.15 of the Agreement are hereby amended such that, for all purposes under such sections, PfG will be
deemed a “Holder” as that term is defined in the Agreement and, for all purposes under such sections, the Warrant Stock will be deemed Registrable Securities. Notwithstanding the foregoing, PfG’s rights under Section 2.7 of the
Agreement shall be limited to participation in any such offering consistent with Section 2.6(b) of the Agreement, and PfG shall not have the right to demand a registration pursuant to Section 2.7. 
  
 3. Except as otherwise herein expressly provided, the Agreement shall remain
in full force and effect as originally executed and delivered. 
  
 4. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 









 This Amendment to the Amended and Restated Investors’ Rights Agreement is hereby executed as of the
date first above written. 
  

			
	“COMPANY”
	
	 XENOGEN CORPORATION

		
	 By:
	 	 /s/ WILLIAM A. ALBRIGHT, JR.

	 Name:
	 	 William A. Albright, Jr.

	 Title:
	 	 Chief Financial Officer

	
	“INVESTOR”
		
	 By:
	 	 /s/ DAVID W. CARTER

	 Name:
	 	 David W. Carter

	 Title:
	 	 
	
	“INVESTOR”
		
	 By:
	 	 /s/ MICHAEL BIGHAM*

	 Name:
	 	 Michael Bigham

	 Title:
	 	 
	
	“INVESTOR”
		
	 By:
	 	 /s/ MICHAEL R. EISENSON**

	 Name:
	 	 Michael R. Eisenson

	 Title:
	 	 












			
	“INVESTOR”
		
	 By:
	 	 /s/ ANDREW KAHN ***

	 Name:
	 	 Andrew Kahn

	 Title:
	 	 


  

	*	Signing on behalf of the entities affiliated with Abingworth Management Inc. 

  

	**	Signing on behalf of Harvard Private Capital Holdings, Inc. 

  

	***	Signing on behalf of Partners for Growth Managers, LLC. 










 EXHIBIT A 
  

			
	 Name and Address

	  	 Shares of Registrable
Securities


	 Abingworth Bioventures III A L.P.
 Abingworth Management Inc.
 2465 East Bayshore Road, Suite 348
 Palo Alto, CA 94303
 Attention: Michael Bigham
	  	868,846 shares
		
	 Abingworth Bioventures III B L.P.
 Abingworth Management Inc.
 2465 East Bayshore Road, Suite 348
 Palo Alto, CA 94303
 Attention: Michael Bigham
	  	530,376 shares
		
	 Abingworth Bioventures III C L.P.
 Abingworth Management Inc.
 2465 East Bayshore Road, Suite 348
 Palo Alto, CA 94303
 Attention: Michael Bigham
	  	317,700 shares
		
	 Abingworth Bioventures III Executives L.P.
 Abingworth Management Inc.
 2465 East Bayshore Road, Suite 348
 Palo Alto, CA 94303
 Attention: Michael Bigham
	  	13,846 shares
		
	 David W. Carter
 860 Atlantic Avenue
 Alameda, CA 94501
	  	 21,148 shares
 4,813 warrants

		
	 CMEA Ventures Life Sciences 2000, Civil Law Partnership
 One Embarcadero Center, Suite 3250
 San Francisco, CA 94111
	  	 28,1531 shares
 3,337 warrants




	1	Pursuant to Section 2.15 of the Agreement, the rights granted under Section 2 of the Agreement shall expire with respect to such shares of Registrable
Securities on September 5, 2005 when such shares of Registrable Securities may be sold pursuant to Rule 144 of the Securities Act. 











			
	 CMEA Ventures Life Sciences 2000, L.P.
 One Embarcadero Center, Suite 3250
 San Francisco, CA 94111
	  	 426,0971 shares
 50,518 warrants

		
	 Harvard Private Capital Holdings, Inc.
 c/o Charlesbank Capital Partners, LLC
 Boston, MA 02210-2203
	  	 1,664,034 shares
 59,873 warrants

		
	 Partners for Growth Managers, LLC
 180 Pacific Avenue
 San Francisco, CA 94111
	  	180,0002
		
	 TOTAL:
	  	4,168,741



	2	Registrable Securities for purposes of Sections 2.6, 2.7 (participation right only), 2.8, 2.9, 2.10, 2.11, 2.13 and 2.15 of the Agreement only.