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Exhibit 10.17    
    


TERMINATION OF PREEMPTIVE RIGHTS

AND REGISTRATION RIGHTS AGREEMENT  


        This TERMINATION OF PREEMPTIVE RIGHTS AND REGISTRATION RIGHTS AGREEMENT (the "Termination
Agreement") is entered into as of May 17, 2002, by and between CORGENTECH INC., a Delaware corporation (the
"Company") and John McLaughlin (the "Executive"). 


        WHEREAS, the Company and the Executive are parties to that certain Employment Offer Letter including the term sheet attached thereto,
dated November 29, 1999 (the "Offer Letter") attached hereto as EXHIBIT A; 


        WHEREAS, pursuant to the terms of the Offer Letter, the Company granted to Executive: (i) certain preemptive rights to invest in
all subsequent financings by the Company and on the same terms and conditions as other stockholders and new investors (the "Preemptive Rights");
(ii) the right to participate in registration rights (the "Registration Rights") and (iii) certain other rights described in the Offer
Letter; and 


        WHEREAS, in connection with the Company's pending sale of shares of its Series C Preferred Stock to certain investors, the parties
desire to enter into this Agreement to terminate Executive's Preemptive Rights and Registration Rights. 


        NOW, THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree hereto as follows: 


AGREEMENT  


	1.
	Executive's
Preemptive Rights and Registration Rights are hereby terminated, discharged, null and void, and the terms, covenants and conditions contained in the Offer Letter pertaining
to such rights shall have no further force or effect. Executive represents that, upon such termination of the Preemptive Rights and Registration Rights, he has no other preemptive, registration or
similar rights with respect to any of the Company's capital stock.



	2.
	Executive
hereby agrees to take such further actions and execute such additional documents that the Company deems necessary or appropriate to carry out the purposes of this Termination
Agreement.



	3.
	This
Termination Agreement contains the entire agreement of the parties with respect to the subject matter hereof, superceding any and all prior written or oral agreements.



	4.
	This
Termination Agreement may not be waived, amended or modified without the prior mutual written consent of the parties.



	5.
	In
the event that any provision hereof is found invalid or unenforceable, the remaining provisions shall remain valid and enforceable to the fullest extent permitted by law.



	6.
	This
Agreement shall be governed by and construed in accordance with the internal laws of the State of California without resort to the conflict of laws.



	7.
	This
Termination Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but such counterparts shall together constitute one and the same
instrument. 


        [Remainder of this page is intentionally left blank]


1







        IN WITNESS WHEREOF, the undersigned have executed this TERMINATION OF PREEMPTIVE RIGHTS AND REGISTRATION RIGHTS
AGREEMENT as of the date set first set forth above. 



	CORGENTECH INC.	 	 
	

/s/  RICHARD POWERS      
 Richard Powers

Vice President and Chief Financial Officer	
 	

 
	
EXECUTIVE:	
 	

 
	

/s/  JOHN MCLAUGHLIN      
 John McLaughlin	
 	

 











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Exhibit 10.17