Alsius Corp Amendment No.1 to 10th Amended & Restated Investor Rights Agreement



 Exhibit 10.11 
 AMENDMENT NO. 1 TO 
 TENTH AMENDED AND RESTATED 
 INVESTOR RIGHTS AGREEMENT 
 THIS AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR
RIGHTS AGREEMENT (this “Amendment”), entered into on April 13, 2006, among ALSIUS CORPORATION, a California corporation (the “Company”), and the undersigned investors in the Company (the “Investors”). 

RECITALS: 
 A. Certain of the Investors
hold shares of the Company’s Common Stock, Series A, Series B, Series C-D, Series E and/or Series F Preferred Stock and possess registration rights, information rights, rights of first refusal, and other rights pursuant to that certain Tenth
Amended and Restated Investor Rights Agreement, dated as of September 2, 2004, among the Company, such Investors and certain other shareholders of the Company (the “Tenth Restated Agreement”). 
 B. On or about the date hereof, in connection with a bridge financing (the “Bridge Financing”), the Company is issuing a series of 8% Unsecured
Convertible Promissory Notes (the “Bridge Notes”) and warrants to purchase Common Stock of the Company (the “Warrants”). 
 C. It is a condition to the closing of the Bridge Financing that this Amendment be executed by the parties hereto, and the parties are willing to execute, and to be bound by the provisions of, this Amendment. 
 D. The undersigned Investors desire to amend the definition of “Registrable Securities” under Section 1.1 of the Tenth Restated Agreement
to include the shares of stock issuable upon conversion of the Bridge Notes and exercise of the Warrants. 
 E. The undersigned Investors
desire to amend Section 1.2(a) of the Tenth Restated Agreement to amend the date upon which a demand registration may be requested. 
 F. The Investors executing this Amendment hold a majority of the shares held by all Investors who are a party to the Tenth Restated Agreement and a majority of the shares of Series C-D, Series E and Series F Preferred Stock or Common Stock
issuable upon conversion thereof, and therefore, have the power under Section 3.6 of the Tenth Restated Agreement to amend such agreement. 
 NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties to the Tenth Restated Agreement hereby agree that the Tenth Restated Agreement shall be amended as follows: 
 1. Added Definition of 2006 Bridge Notes in Section 1.1. The undersigned Investors hereby agree that a new definition shall be added to
Section 1.1 of the Tenth Restated Agreement to read as follows: 
 “2006 Bridge Notes” means the convertible
promissory notes made by the Company, dated April 13, 2006, in connection with a bridge financing of the Company of approximately $6,000,000.” 
 2. Revised Definition of “Warrants.” The undersigned Investors hereby agree that the definition of “Warrants” in Section 1.1 of the Tenth Restated Agreement shall be deleted in its entirety
and replaced with the following: 







 ““Warrants” means those certain warrants to purchase Common Stock of the
Company (i) dated April 30, 2003, issued to the initial purchasers of the Bridge Notes and (ii) dated April 13, 2006, issued to the initial purchasers of the 2006 Bridge Notes.” 
 3. Revised Definition of “Registrable Securities.” The undersigned Investors hereby agree that the definition of “Registrable
Securities” in Section 1.1 of the Tenth Restated Agreement shall be deleted in its entirety and replaced with the following: 
 ““Registrable Securities” means (i) the Common Stock issued in exchange for the common stock issued by Retroperfusion Systems, Inc. (“RSI”) upon conversion of the RSI Series B, Series C
and Series D Preferred Stock and in exchange for the RSI Series E and Series F Preferred Stock, (ii) the Common Stock issued upon exercise of the warrants issued under the Loan and Warrant Subscription Agreements dated on or about
August 17, 1993, (iii) the Common Stock issued under the Loan and Warrant Subscription Agreements dated October 1994, (iv) the Common Stock issued or issuable upon conversion of the Series A, Series B, Series C-D, Series E and Series
F Preferred Stock, (v) the Common Stock issuable upon exercise of the Warrants issued in connection with the Bridge Notes, (vi) the Common Stock issued or issuable upon conversion of the 2006 Bridge Notes, (vii) the Common Stock
issuable upon exercise of the Warrants issued in connection with the 2006 Bridge Notes and (viii) any Common Stock of the Company issued or issuable in respect of the above described securities upon any stock split, stock dividend,
recapitalization, or similar event, or any Common Stock otherwise issued or issuable with respect to the above described securities; provided, however, that shares of Common Stock or other securities shall not be treated as Registrable Securities
for purposes of Section 1 hereof if they have been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction.” 
 2. Revised Section 1.2(a). The undersigned Investors hereby agree that the lead-in sentence of Section 1.2(a) of the Tenth Restated Agreement
shall be deleted in its entirety and replaced with the following: 
 “(a) In case the Company shall receive at any time
after the earlier of (i) June 30, 2007 and (ii) six (6) months after the effective date of the first registration statement filed by the Company covering an offering of any of its securities to the public, a written request from
Holders (“Initiating Holders”) that the Company effect any registration, qualification or compliance with respect to at least forty percent (40%) of the Registrable Securities (or any lesser number of Registrable Securities if the
anticipated aggregate offering price to the public from the proposed sale of such Registrable Securities, net of underwriting discounts and commissions, would exceed $8,000,000), the Company will:” 
 3. Remainder of Tenth Restated Agreement Unchanged. Except as amended by this Amendment, the Tenth Restated Agreement shall otherwise remain in full
force and effect. 
 4. Governing Law. This Amendment shall be governed by and construed under the laws of the State of California, without
regard to its conflicts of laws provisions. 
 5. Counterparts. 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. 
 6. Facsimile Signatures. This
Amendment may be executed and delivered by facsimile and upon such delivery, the facsimile signature will be deemed to have 








 
the same effect as if the original signature had been delivered to the other parties. The original signature copy shall be delivered to the other parties by
mail. The failure to deliver the original signature copy and/or the non-receipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Amendment. 
 IN WITNESS WHEREOF, the undersigned Investors and the Company have executed this Amendment as of the day and year first above written. 
  

			
	ALSIUS CORPORATION, a California corporation
		
	By	 	 /s/ William J. Worthen

		 	William J. Worthen
		 	President and Chief Executive Officer
		
	Address:	 	 15770 Laguna Canyon Road
 Suite 150
 Irvine, CA 92618-3111

	
	MAYFIELD VIII
		
	By:	 	 /s/ Kevin Fong

	Name:	 	Kevin Fong
	Title:	 	Managing Director
		
	Address:	 	 2800 Sand Hill Road
 Menlo Park, CA
94025

	
	MAYFIELD ASSOCIATES FUND III
		
	By:	 	 /s/ Kevin Fong

	Name:	 	Kevin Fong
	Title:	 	Managing Director
		
	Address:	 	 2800 Sand Hill Road
 Menlo Park, CA
94025



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	FEVER TRUST
		
	By:	 	 /s/ James Beck

	Name:	 	James Beck
	Title:	 	Administrative Trustee
		
	Address:	 	 2800 Sand Hill Road
 Menlo Park, CA
94025

	
	FEVER TRUST II
		
	By:	 	 /s/ James Beck

	Name:	 	James Beck
	Title:	 	Administrative Trustee
		
	Address:	 	 2800 Sand Hill Road
 Menlo Park, CA
94025

	
	FEVER TRUST III
		
	By:	 	 /s/ James Beck

	Name:	 	James Beck
	Title:	 	Administrative Trustee
		
	Address:	 	 2800 Sand Hill Road
 Menlo Park, CA
94025



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	HUTTON LIVING TRUST
		
	By	 	 /s/ Wende Hutton

	Name:	 	Wende S. Hutton
	Title:	 	Trustee
		
	Address:	 	 2 Santiago Avenue
 Atherton, CA
94027



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	NEW ENTERPRISE ASSOCIATES VII, L.P.
		
	By:	 	NEA Partners VII, Limited Partnership
		 	Its General Partner
		
	By:	 	 /s/ Eugene A. Treinor III

	Name:	 	Eugene A. Treinor III
	Title:	 	Attorney-in-fact
		
	Address:	 	 2800 Sand Hill Road
 Menlo Park, CA
94025

	
	NEA PRESIDENTS FUND, L.P.
		
	By:	 	NEA General Partners, L.P.
		 	Its General Partner
		
	By:	 	 /s/ Eugene A. Treinor III

	Name:	 	Eugene A. Treinor III
	Title:	 	Attorney-in-fact
		
	Address:	 	 2800 Sand Hill Road
 Menlo Park, CA
94025

	
	NEA VENTURES 1997, LIMITED PARTNERSHIP
		
	By:	 	 /s/ Louis B. Van Dyck

	Name:	 	Louis B. Van Dyck
	Title:	 	General Partner
		
	Address:	 	 2800 Sand Hill Road
 Menlo Park, CA
94025



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	SIGHTLINE HEALTHCARE FUND II, L.P.
		
	By:	 	 /s/ Arch C. Smith

	Name:	 	Arch C. Smith
	Title:	 	Managing Director
		
	Address:	 	 50 South Sixth Street, Suite 1390
 Minneapolis, MN
55402



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	VERTICAL FUND I, L.P.
		
	By	 	Vertical Group, L.P., General Partner
		
	By:	 	 x /s/ Stephen D. Baksa

	Name:	 	Stephen D. Baksa
	Title:	 	General Partner
		
	Address:	 	 25 DeForest Avenue
 Summit, NJ 07901

	
	VERTICAL FUND II, L.P.
		
	By	 	Vertical Group, L.P., General Partner
		
	By:	 	 x /s/ Stephen D. Baksa

	Name:	 	Stephen D. Baksa
	Title:	 	General Partner
		
	Address:	 	 25 DeForest Avenue
 Summit, NJ 07901



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	MPM BIOVENTURES II, L.P.
		
	By:	 	MPM Asset Management II, L.P.,
		 	its General Partner
		
	By:	 	MPM Asset Management II LLC,
		 	its General Partner
		
	By:	 	 /s/ Kurt C. Wheeler

	Name:	 	Kurt C. Wheeler
	Title:	 	Investment Manager
		
	Address:	 	 111 Huntington Avenue
 31st Floor
 Boston, MA 02199

	
	MPM BIOVENTURES II-QP, L.P.
		
	By:	 	MPM Asset Management II, L.P.,
		 	its General Partner
		
	By:	 	MPM Asset Management II LLC,
		 	its General Partner
		
	By:	 	 /s/ Kurt C. Wheeler

	Name:	 	Kurt C. Wheeler
	Title:	 	Investment Manager
		
	Address:	 	 111 Huntington Avenue
 31st Floor
 Boston, MA 02199



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	MPM BIOVENTURES GMBH & CO. PARALLEL-BETEILIGUNGS KG
		
	By:	 	MPM Asset Management II, L.P., in its
		 	capacity as the Special Limited
		 	Partner
		
	By:	 	MPM Asset Management II LLC,
		 	its General Partner
		
	By:	 	 /s/ Kurt C. Wheeler

	Name:	 	Kurt C. Wheeler
	Title:	 	Investment Manager
		
	Address:	 	 111 Huntington Avenue
 31st Floor
 Boston, MA 02199

	
	MPM ASSET MANAGEMENT INVESTORS 2000 B LLC
		
	By:	 	 /s/ Kurt C. Wheeler

	Name:	 	Kurt C. Wheeler
	Title:	 	Investment Manager
		
	Address:	 	 111 Huntington Avenue
 31st Floor
 Boston, MA 02199



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	CHANNEL MEDICAL PARTNERS, L.P.
		
	By:	 	 /s/ Carol D. Winslow

	Name:	 	Carol D. Winslow
	Title:	 	Secretary
		
	Address:	 	 5750 Old Orchard Road, Suite 310
 Skokie, IL
60077

	
	HUNT VENTURES, L.P.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	Address:	 	 Fountain Place
 1445 Ross at Field
 Dallas, TX 75202-2785



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	CANAAN EQUITY II L.P.
		
	By:	 	Canaan Equity Partners II LLC
		
	By:	 	 /s/ Illegible

		 	Member/Manager
		
	Address:	 	 105 Rowayton Avenue
 Rowayton, CT
06853

	
	CANAAN EQUITY II L.P. (QP)
		
	By:	 	Canaan Equity Partners II LLC
		
	By:	 	 /s/ Illegible

		 	Member/Manager
		
	Address:	 	 105 Rowayton Avenue
 Rowayton, CT
06853

	
	CANAAN EQUITY II ENTREPRENEURS LLC
		
	By:	 	Canaan Equity Partners II LLC
		
	By:	 	 /s/ Illegible

		 	Manager
		
	Address:	 	 105 Rowayton Avenue
 Rowayton, CT
06853



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	CYCAD GROUP, LLC
		
	By:	 	 /s/ K. Leonard Judson

	Name:	 	K. Leonard Judson
	Title:	 	President and Manager
		
	Address:	 	 6187 Carpinteria Ave., Suite 300
 P.O. BOX
5010
 Carpinteria, CA 93014



  

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 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	GUIDANT CORPORATION
		
	By:	 	  

	Name:	 	  

	Title:	 	  

	Address:	 	  

		 	  



  

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 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	UNICORN MEDICAL INCORPORATED
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	Address:	 	 c/o Pierre Gobin, M.D.,
 Department of
Radiology
 Cornell University
 525 E. 68th Street
 Box 141
 New York, NY 10021



  

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 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	MEDTRONIC, INC.
		
	By:	 	 /s/ Michael D. Ellwein

	Name:	 	Michael D. Ellwein
	Title:	 	VP & CDO
		
	Address:	 	  

		 	  



  

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 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT 









			
	ev3 INC.
		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	Address:	 	 c/o Jim Corbett
 1861 Buerkle Road
 White Bear, MN 55110



  

 SIGNATURE PAGE TO 
 AMENDMENT NO. 1 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT