**Exhibit4.11**

**AMENDMENTNO. 1 TO REGISTRATION RIGHTS AGREEMENT**

This****AMENDMENT NO. 1 TOREGISTRATION RIGHTS AGREEMENT****(this“Amendment”),dated as of August 10, 2007, isby and between Favrille, Inc. (the “Company”) and Kingsbridge CapitalLimited, an entity organized and existing under the laws of the British VirginIslands, whose registered address is Palm Grove House, 2nd Floor, Road Town,Tortola, British Virgin Islands (the “Investor”).

WHEREAS, the Company and the Investor are parties tothat certain Registration Rights Agreement (the “Agreement”),dated as of December 19, 2006; and

WHEREAS,****theCompany and the Investor each desire to amend the Agreement in accordance withSection 4.5 of the Agreement.

NOW, THEREFORE, in consideration of the foregoing premisesand the mutual covenants and conditions set forth below, and for other good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, intending to be legally bound hereby, the parties hereto agree asfollows (capitalized terms used herein and not defined herein shall have therespective meanings ascribed to them in the Agreement):

**AMENDMENT**

1.             Amendment of the Agreement.** **Section 1.1(e) of the Agreement ishereby amended and restated in its entirety to read as follows:

“(e)         Deferral or Suspension During a Blackout Period.  Notwithstanding the provisions ofSection 1.1(d), if in the good faith judgment of the Company, followingconsultation with legal counsel, it would be detrimental to the Company or itsstockholders for the Registration Statement to be filed or for resales ofRegistrable Securities to be made pursuant to the Registration Statement due to(i) the existence of a material development or potential material developmentinvolving the Company that the Company would be obligated to disclose orincorporate by reference in the Registration Statement, which disclosure wouldbe premature or otherwise inadvisable at such time or would have a MaterialAdverse Effect on the Company or its stockholders, or (ii) a filing of aCompany-initiated registration of any class of its equity securities, which, inthe good faith judgment of the Company, because such filing of the RegistrationStatement or continued resale would adversely affect or require prematuredisclosure of the filing of such Company-initiated registration (noticethereof, a “Blackout Notice”), the Company shall have the right to (A)immediately defer such filing for a period of not more than sixty (60) daysbeyond the date by which such Registration Statement was otherwise requiredhereunder to be filed or (B) suspend use of such Registration Statement for aperiod of not more than thirty (30) days (any such deferral or suspensionperiod, a “Blackout Period”).  The Investor acknowledges that itwould be seriously detrimental to the Company and its stockholders for suchRegistration Statement to be filed (or remain in effect) during a BlackoutPeriod and therefore essential to defer such filing (or suspend the usethereof) during such Blackout Period and agrees to cease any disposition of theRegistrable Securities during such Blackout Period.  The Company may notutilize any of its rights under this Section 1.1(e) to defer the filing of aRegistration Statement (or suspend its effectiveness) more than six (6) timesin any twelve (12) month period.  In the event that, within sixty (60)days following any Settlement Date, the Company gives a Blackout Notice to theInvestor and the VWAP on the Trading Day immediately preceding such BlackoutPeriod (“Old VWAP”) is greater than the VWAP on the first Trading Dayfollowing such Blackout Period that the Investor may sell its RegistrableSecurities pursuant to an effective Registration Statement (“New VWAP”),then the Company shall pay to the Investor, by wire transfer of immediatelyavailable funds to an account designated by the Investor, the Blackout Amount(as hereinafter defined).  For purposes of this Agreement, “BlackoutAmount” means the lesser of (x) the product of (i) the total number ofRegistrable Securities issued to the Investor pursuant to the PurchaseAgreement and owned by the Investor immediately prior to the Blackout Periodand (ii) the result obtained by subtracting the New VWAP from the Old VWAP, (y)90% of the most recent Draw Down Amount and (z) $8 million; provided, however,

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that no Blackout Amountshall be payable in respect of Registrable Securities (A) that are otherwisefreely tradable by the Investor, including under Rule 144, during the BlackoutPeriod, or (B) if the Company offers to repurchase from the Investor suchRegistrable Securities for a per share purchase price equal to the VWAP on theTrading Day immediately preceding the day on which any such Blackout Periodbegan.  For any Blackout Period in respect of which a Blackout Amount becomesdue and payable, rather than paying the Blackout Amount, the Company may at issole discretion, issue to the Investor shares of Common Stock with an aggregatemarket value determined as of the first Trading Day following such BlackoutPeriod equal to the Blackout Amount (“Blackout Shares”).”

2.             No Other Amendment.  Except asamended by this Amendment, the Agreement shall remain in full force and effectwithout any modification.  By executingthis Amendment below, the parties heretoeach certify that this Amendment has been executed and delivered in compliancewith the terms of Section 4.5 of the Agreement.

3.             Governing Law.  This Amendment shall be construed under the laws ofthe State of New York.

4.             Effect of Amendment. In the event of a conflict between this Amendment and the Agreement,this Amendment shall govern.

5.             Severability. If any provision of this Amendment becomes or is declared by a court ofcompetent jurisdiction to be illegal, unenforceable or void, this Amendmentshall continue in full force and effect without said provision.

6.             Counterparts. This Amendment may be executed in multiple counterparts, each of whichshall be deemed to be an original instrument and all of which together shallconstitute one and the same instrument.

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IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be executed by theundersigned, thereunto duly authorized, as of the date first set forth above.
|        | FAVRILLE, INC.              |
|--------|-----------------------------|
|   |                        |
|   |                        |   |
|   | By:                         | /s/ John P. Longenecker |
|   |                        | John P. Longenecker, Ph.D. |
|   |                        | President and Chief Executive Officer |
|   |                        |   |
|   |                        |   |
|   | KINGSBRIDGE CAPITAL LIMITED |
|   |                        |
|   |                        |   |
|   | By:                         | /s/ Maria O’Donoghue |
|   |                        | Maria O’Donoghue |
|   |                        | Director |

 

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