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Exhibit 10.9  


 
 

SECOND AMENDMENT TO
  SECOND AMENDED AND RESTATED
  INVESTOR RIGHTS AGREEMENT, AS AMENDED    
    


        THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, AS AMENDED (this "Amendment") is made and entered into as of June 30, 2003,
by and among Immunicon Corporation, a Delaware corporation (the "Company"), certain entities and persons listed on Schedule A to that certain
Second Amended and Restated Investor Rights Agreement, dated as of December 13, 2001, by and among the Company and the signatories thereto, as amended on March 6, 2002 (the "Agreement"),
and those other signatories hereto who will be purchasing shares of Series F Convertible Preferred Stock of the Company pursuant to the Series F Preferred Stock Purchase Agreement of
even date herewith (each a "New Investor" and, collectively, the "New Investors"). Capitalized terms used herein but not defined shall have the meanings given to such terms in the Agreement. 


        WHEREAS,
the parties wish to amend the Agreement to effectuate the changes set forth herein and to permit each New Investor to enter into the Agreement. 


        NOW,
THEREFORE, the parties hereto, intending to be legally bound, agree as follows: 


        1.     Section 3.1(g)
of the Agreement is hereby amended to read in its entirety as follows: 


        "(g)    The
rights of the Investors under this Section 3 shall not apply to: 


        (1)   Common
Stock issued as a stock dividend to holders of Common Stock or upon any subdivision or combination of Common Stock; 


        (2)   Common
Stock issued upon conversion of outstanding Stock; 


        (3)   Common
Stock or options therefor (including options for Common Stock currently outstanding) issued or issuable to officers, directors, consultants and employees of the
Company or any subsidiary pursuant to the Company's stock purchase or option plans in place on the date hereof and in an aggregate amount not to exceed 3,900,000 shares of Common Stock; 


        (4)   Common
Stock offered by the Company in an underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and
sale of Common Stock for the account of the Company to the public; 



        (5)   capital
stock issued in connection with an acquisition approved by all of the directors elected by holders of the Stock of the assets or stock of another company so long
as no beneficial holder of the acquired entity is, at the time of acquisition, a stockholder, officer or director of the Company or any of its subsidiaries or an affiliate of any such person; 


        (6)   Common
Stock, in a number of shares not to exceed an aggregate of 685,000 shares, issued or issuable in connection with transactions that are primarily for purposes
other than raising equity financing approved by all of the non-employee members of the Board of Directors primarily for the purpose of (i) joint ventures, technology licensing or
research and development activities, (ii) distribution or manufacture of the corporation's products or services or (iii) any other transactions involving corporate partners; and 


        (7)   Common
Stock, in a number of shares not to exceed an aggregate of 685,000 shares, issued or issuable to equipment lessors, financial institutions or similar entities in
transactions approved by all of the non-employee members of the Board of Directors that are primarily for purposes other than raising equity financing." 





 



        2.     Section 3.2(b)
of the Agreement is hereby amended to read in its entirety as follows: 


        "(b) Upon
the closing of the Company's first public offering of Common Stock which meets all of the following requirements: (a) proceeds (net of underwriting
discounts and commissions) to the Company of at least $30,000,000 and (b) a price per share of at least $8.00 (as adjusted for stock splits, stock dividends, recapitalizations and similar
events) (clauses (a) and (b) shall be referred to herein as a "Qualified IPO")." 



        3.     Each
New Investor is hereby added as a party to the Agreement and shall henceforth be deemed to be an "Investor" and a "Stockholder" for all purposes under the Agreement.
Each New Investor acknowledges its receipt and understanding of the Agreement and agrees to be bound as an "Investor" and a "Stockholder" under the Agreement. 


        4.     As
amended hereby, the Agreement is ratified and confirmed in all respects. 


[Signature
Pages Follow] 


2







        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

/s/  EDWARD L. ERICKSON      
 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

 Signature
	

 	

 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  BARBARA MCNEIL JORDAN      
 Signature
	

 	

Barbara McNeil Jordan
 Print Name
	

 	

British Isles, LLC
 Print Name of Entity (if not natural person)
	

 	

Sole Member
 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  MARJORIE MCNEIL FINDLAY      
 Signature
	

 	

Marjorie McNeil Findlay
 Print Name
	

 	

Heron I, LLC
 Print Name of Entity (if not natural person)
	

 	

Sole Member
 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  ROBERT D. MCNEIL      
 Signature
	

 	

Robert D. McNeil
 Print Name
	

 	

Five Point, LLC
 Print Name of Entity (if not natural person)
	

 	

Sole Member
 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/        

 Signature
	

 	

 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  ANDREW D. FIRLIK      
 Signature
	

 	

Andrew D. Firlik
 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  STEVEN BLOCK      
 Signature
	

 	

Steven Block
 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  MATTHEW KENEN      
 Signature
	

 	

Matthew Kenen
 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  JOHN J. PACIFICO III      
 Signature
	

 	

John J. Pacifico III
 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  GREGORY KOPCHINSKY      
 Signature
	

 	

Gregory Kopchinsky
 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  THOMAS M. MAWHINNEY      
 Signature
	

 	

Thomas M. Mawhinney
 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  DEEPAK KAMRA      
 Signature
	

 	

Deepak Kamra
 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

/s/  ERIC A. YOUNG      
 Signature
	

 	

Eric A. Young
 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

Anthem Capital II, L.P.
	

 	

 	

    By: Anthem Capital Partners, LLC
	

 	

 	

    Its: General Partner
	

 	

By:	

/s/  GERALD SCHAAFSMA      

	

 	

Title: Manager
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 






        IN
WITNESS WHEREOF, this Second Amendment to Second Amended and Restated Investor Rights Agreement, as amended, has been executed as of the date first above written. 



	

 	

IMMUNICON CORPORATION
	

 	

By:	

 Edward L. Erickson, Chief Executive Officer
	

 	

NEW INVESTORS:
	

 	

 Signature
	

 	

 Print Name
	

 	

 Print Name of Entity (if not natural person)
	

 	

 Title of Signatory (if on behalf of entity)
	

 	

INVESTORS:
	

 	

Burrill Biotechnology Capital Fund, L.P.
	

 	

By:	

Burrill & Company LLC, its general partner
	

 	

By:	

/s/  G. STEVEN BURRILL      
 G. Steven Burrill, Managing Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 








	 	Burrill Diagnostics Capital Fund, L.P.
	

 	

By:	
 	

Burrill & Company LLC, its general partner
	

 	

By:	
 	

/s/  G. STEVEN BURRILL      
 G. Steven Burrill, Managing Manager

Chief Executive Officer
	

 	

Wheatley Partners III, L.P.
	

 	

By:	
 	

Wheatley Partners III LLC, its general partner
	

 	

By:	
 	

/s/  BARRY RUBENSTEIN      
 Name: Barry Rubenstein

Title: CEO
	

 	

Wheatley Associates III, L.P.
	

 	

By:	
 	

Wheatley Partners III, LLC, its general partner
	

 	

By:	
 	

/s/  BARRY RUBENSTEIN      
 Name: Barry Rubenstein

Title: CEO
	

 	

Wheatley Foreign Partners III, L.P.
	

 	

By:	
 	

Wheatley Partners III, LLC, its general partner
	

 	

By:	
 	

/s/  BARRY RUBENSTEIN      
 Name: Barry Rubenstein

Title: CEO
	

 	

Wheatley MedTech Partners, L.P.
	

 	

By:	
 	

Wheatley MedTech Partners, LLC, its general partner
	

 	

By:	
 	

/s/  BARRY RUBENSTEIN      
 Barry Rubenstein, Chief Executive Officer




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 








	 	LHC Corporation
	

 	

By:	

/s/  BRIAN J. GEIGER      
 Name: Brian J. Geiger

Title: Executive Vice President
	

 	

MDS Life Sciences Technology Fund Limited

Partnership
	

 	

By:	

MDS Life Sciences Technology Fund (GP) Inc.,

its general partner
	

 	

By:	

/s/  DANIEL NIXON      
 Name: Daniel Nixon

Title: Vice-President
	

 	

By:	

/s/  GRAYSANNE BEDELL      
 Name: Graysanne Bedell

Title: Assistant Secretary
	

 	

MDS Life Sciences Technology Fund USA, L.P.
	

 	

By:	

MDS Capital USA (GP) Inc., its general

partner
	

 	

By:	

/s/  THOMAS E. WILLETT      
 Name: Thomas E. Willett

Title: Director and Secretary
	

 	

By:	

/s/  LORI HOBERMAN      
 Name: Lori Hoberman

Title: Director
	

 	

MDS Life Sciences Technology Barbados

Investment Trust
	

 	

By:	

 Name: Arindell Bernell

Title: Trustee
	

 	

By:	

/s/  ROSALIND JACKSON      
 Name: Rosalind Jackson

Title: Trustee




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 








	 	SC Biotechnology Development Fund LP
	

 	

By:	

SC (GP) Inc.
	

 	

By:	

/s/        
 Name: Woodbourne Associates (Cayman) Limited

Title: Secretary
	

 	

TL Ventures III L.P.
	

 	

By:	

TL Ventures III Management L.P., its general

partner
	

 	

By:	

TL Venture III LLC, its general partner
	

 	

By:	

/s/  CHRISTOPHER MOLLER      
 Name: Christopher Moller

Title: Managing Director
	

 	

TL Ventures III Offshore L.P.
	

 	

By:	

TL Ventures III Offshore Partners L.P., its

general partner
	

 	

By:	

TL Ventures III Offshore Ltd., its general

partner
	

 	

By:	

/s/  CHRISTOPHER MOLLER      
 Name: Christopher Moller

Title: Managing Director
	

 	

TL Ventures III Interfund L.P.
	

 	

By:	

TL Ventures III LLC, its general partner
	

 	

By:	

/s/  CHRISTOPHER MOLLER      
 Name: Christopher Moller

Title: Managing Director




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 








	 	Canaan Equity, L.P.
	

 	

By:	

Canaan Equity Partners, L.L.C.
	

 	

By:	

/s/          
 Name:

Title: Member Management
	

 	

Canaan Equity II L.P.
	

 	

By	

Canaan Equity Partners II LLC
	

 	

By:	

/s/          
 Name:

Title: Member/Manager
	

 	

Canaan Equity II L.P. (QP)
	

 	

By:	

Canaan Equity Partners II LLC
	

 	

By:	

/s/          
 Name:

Title: Member/Manager
	

 	

Canaan Equity II Entrepreneurs LLC
	

 	

By	

Canaan Equity Partners II LLC
	

 	

By:	

/s/        
 Member/Manager
	

 	

/s/  SETH A. RUDNICK      
 Seth A. Rudnick, M.D.
	

 	

MedCapital Investments, LLC
	

 	

By:	

MedCapital, LLC
	

 	

By:	

 Jan Rock, Administrative Member




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 








	 	MedCapital Investments, LLC
	

 	

By:	

MedCapital, LLC
	

 	

By:	

/s/  JAN ROCK      
 Jan Rock, Administrative Member
	

 	

Foundation Medical Partners, L.P.
	

 	

By:	

Foundation Medical Managers, LLC
	

 	

By:	

/s/  JONATHAN COOL      
 Jonathan Cool, Manager
	

 	

Johnson & Johnson Development Corporation
	

 	

By:	

 Ting Pau Oei

Vice President
	

 	

Anthem Capital, L.P.
	

 	

By:	

Anthem Capital Partners, L.P., its general

partner
	

 	

By:	

Anthem Capital Partners, Inc., its general

partner
	

 	

By:	

/s/  GERALD SCHAAFSMA      
 Name: Gerald Schaafsma

Title: General Partner




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 








	 	Cleveland Clinic Foundation
	

 	

By:	

/s/  DORAS M. COSGROVE      
 Name: Doras M. Cosgrove, M.D.

Title: Chairman, Dept. Thoracic & Cardiovascular Surgery
	

 	

EquityFourLife (Bahamas) Ltd.
	

 	

By:	

/s/  PACHRIDEE A. WEBER      
 Name: Pachridee A. Weber

Title: Director
	

 	

/s/  ROBERT F. JOHNSTON      
 Robert F. Johnston
	

 	

/s/  ZOLA P. HOROVITZ      
 Zola P. Horovitz, Ph.D.
	

 	

Edward L. Erickson and Helen Masten-Erickson, as

joint tenants by the entireties
	

 	

By:	

/s/  EDWARD L. ERICKSON      
 Edward L. Erickson
	

 	

By:	

/s/  HELEN MASTEN-ERICKSON      
 Helen Masten-Ericks




[COUNTERPART SIGNATURE PAGE TO

SECOND AMENDMENT TO SECOND AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT, AS AMENDED] 









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SECOND AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT, AS AMENDED