Alsius Corp Amendment No.3 to 10th Amended & Restated Investor Rights Agreement



 Exhibit 10.13 
 AMENDMENT NO. 3 TO 
 TENTH AMENDED AND RESTATED 
 INVESTOR RIGHTS AGREEMENT 
 THIS
AMENDMENT NO. 3 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), entered into on October 2, 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
“Original Agreement”). 
 B. The Tenth Restated Agreement was amended on April 13, 2006 (the “First Amendment”) and
on August 18, 2006 (the “Second Amendment” and together with the Original Agreement and the First Amendment, the “Tenth Restated Agreement”) 
 C. 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”). 
 D. 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. 
 E. The undersigned Investors desire to amend the definitions of “2006 Bridge Notes” and “Warrants” 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. 
 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 sixty percent (60%) 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. Revised Definition of 2006 Bridge Notes in Section 1.1. The undersigned Investors hereby agree that the definition of 2006 Bridge Notes, which was added to Section 1.1 of 

  

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the Original Agreement by the First Amendment and amended by the Second Amendment, shall be deleted in its entirety and replaced with the following:

 “2006 Bridge Notes” means the convertible promissory notes made by the Company, dated April 13,
2006, August 18, 2006, October 2, 2006 and such other dates as promissory notes may be made by the Company in connection with bridge financings of the Company of approximately $8,700,000 or such increased amount as unanimously
approved by the Board of Directors.” 
 2. Revised Definition of “Warrants in Section 1.1.” 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, August 18, 2006, October 2, 2006 and such other dates on which warrants may be issued to the initial purchasers of the 2006 Bridge
Notes.” 
 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


  

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	MAYFIELD VIII
		
	By:	 	/s/ W.G. Van Auken
		
	Name: 	 	 Wendell G. Van Auken
  

		
	Title: 	 	 Managing Director
  




			
		
	Address: 	 	 2800 Sand Hill Road
 Menlo Park, CA
94025




			
	
	MAYFIELD ASSOCIATES FUND III
		
	By:	 	/s/ W.G. Van Auken
		
	Name: 	 	 Wendell G. Van Auken
  

		
	Title: 	 	 Managing Director
  




			
		
	Address: 	 	 2800 Sand Hill Road
 Menlo Park, CA
94025



  

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	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



  

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	HUTTON LIVING TRUST
		
	By:	 	  
		
	Name: 	 	  
		
	Title: 	 	  



			
		
	Address: 	 	 2 Santiago Avenue
 Atherton, CA
94027



  

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	NEW ENTERPRISE ASSOCIATES VII, L.P.
		
	By:	 	 NEA Partners VII, Limited Partnership
 Its General
Partner

		
	By:	 	/s/ C. Richard Kramlich
		
	Name:	 	 C. Richard Kramlich
  

		
	Title: 	 	 General Partner
  




			
		
	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/ C. Richard Kramlich
		
	Name: 	 	 C. Richard Kramlich
  

		
	Title: 	 	 General Partner
  




			
		
	Address: 	 	 2800 Sand Hill Road
 Menlo Park, CA
94025




			
	
	NEA VENTURES 1997, LIMITED PARTNERSHIP
		
	By:	 	/s/ Cindy Crnkovich
		
	Name:	 	 Cindy Crnkovich
  

		
	Title: 	 	 Vice President
  




			
		
	Address: 	 	 2800 Sand Hill Road
 Menlo Park, CA
94025



  

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	 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



  

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	VERTICAL FUND I, L.P.
		
	By	 	 Vertical Group, L.P., General Partner

		
	 By:
	 	 /s/ John E. Runnells
  

		
	 Name:
	 	 John E. Runnells
  

		
	 Title:
	 	 General Partner
  




			
		
	 Address:
	 	 25 DeForest Avenue
 Summit, NJ 07901



  

			
	VERTICAL FUND II, L.P.
		
	By	 	 Vertical Group, L.P., General Partner

		
	 By:
	 	 /s/ John E. Runnells
  

		
	 Name:
	 	 John E. Runnells
  

		
	 Title:
	 	 General Partner
  




			
		
	 Address:
	 	 25 DeForest Avenue
 Summit, NJ 07901



  

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	 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:
	 	 200 Clarendon Street, 54th Floor
 Boston, MA 02116



  

			
	 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:
	 	 200 Clarendon Street, 54th Floor
 Boston, MA 02116



  

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	 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:
	 	 200 Clarendon Street, 54th Floor
 Boston, MA 02116



  

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

		
	 Name:
	 	 Kurt C. Wheeler

		
	 Title:
	 	 Investment Manager




			
		
	 Address:
	 	 200 Clarendon Street, 54th Floor
 Boston, MA 02116



  

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	 CHANNEL MEDICAL PARTNERS, L.P.

		
	 By:
	 	/s/ Carol Dorothy Winslow
		
	 Name:
	 	Carol Dorothy Winslow
		
	Title:	 	Principal



			
		
	 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



  

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	 CANAAN EQUITY II L.P.

		
	 By:
	 	 Canaan Equity Partners II LLC

		
	 By:
	 	 /s/ Guy M. Russo

		 	Member/Manager



			
		
	 Address:
	 	105 Rowayton Avenue
		 	 Rowayton, CT 06853




			
	
	 CANAAN EQUITY II L.P. (QP)

		
	 By:
	 	Canaan Equity Partners II LLC
		
	 By:
	 	 /s/ Guy M. Russo

		 	Member/Manager



			
		
	 Address:
	 	 105 Rowayton Avenue

		 	 Rowayton, CT 06853




			
	
	 CANAAN EQUITY II ENTREPRENEURS LLC

		
	 By:
	 	 Canaan Equity Partners II LLC

		
	 By:
	 	 /s/ Guy M. Russo

		 	Manager



			
		
	 Address:
	 	 105 Rowayton Avenue

		 	 Rowayton, CT 06853



  

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	 CYCAD GROUP, LLC

		
	By:	 	/s/ K. Leonard Judson
		
	Name:	 	K. Leonard Judson
		
	Title:	 	President and Managing Director



			
		
	 Address:
	 	6187 Carpinteria Ave., Suite 300
		 	 P.O. BOX 5010

		 	 Carpinteria, CA 93014



  

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