Exhibit 4.4










	






Execution Copy 









AMENDMENT
NO. 2 



BY AND AMONG 



SCIENTIFIC
LEARNING CORPORATION 



WARBURG,
PINCUS VENTURES, L.P. 



AND 



WPV, INC. 



EFFECTIVE AS
OF NOVEMBER 30, 2001 



TO 



AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT 



ENTERED INTO
AS OF DECEMBER 30TH, 1998, 



AS AMENDED
BY AN AMENDMENT NO. 1 THERETO, 



EFFECTIVE AS
OF MARCH 9, 2001 


















	






AMENDMENT
NO. 2 TO 



AMENDED AND
RESTATED REGISTRATION RIGHTS AGREEMENT 



     Reference
is made to the Amended and Restated Registration Rights Agreement entered into as of
December 30, 1998, by and among Scientific Learning Corporation, a Delaware corporation
(the “Company”), Warburg, Pincus Ventures, L.P. (“WP Ventures”), a Delaware limited
partnership and a holder of shares of Common Stock of the Company, par value $0.001 per
share (the “Common Stock”), and the parties listed on Exhibit A attached thereto (such
parties, together with WP Ventures and WPV, the “Other Parties”), as amended by an
Amendment No. 1, effective as of March 9, 2001, by and among the Company, WP Ventures and
WPV, Inc. (“WPV”), a Delaware corporation (such agreement, as so amended, the
“Agreement”).   



     This
Amendment No. 2, effective as of November 30, 2001, by and among the Company, WP Ventures
and WPV, is attached to and made a part of the Agreement, and the Agreement is hereby
amended and supplemented as follows:  



     WHEREAS,
the Company and the Other Parties entered the Agreement to provide the right to the Other
Parties to require that the Company prepare and file a registration statement under the
U.S. Securities Act of 1933 under specified circumstances relating to the offer and sale
of the Company’s securities held by such Other Parties; and  



     WHEREAS,
the Company is issuing 4,000,000 shares of Common Stock (the “Common Shares”) to WP
Ventures under a Stock Purchase Agreement, made as of November 7, 2001 between the
Company and WP Ventures (the “Stock Purchase Agreement”), in consideration of the payment
by WP Ventures of $5,000,000 to the Company, and, in consideration of, and as further
inducement to, WP Ventures to purchase the Common Shares, the Company desires to amend
certain provisions of the Agreement to include the Common Shares among the securities
with respect to which WP Ventures has registration rights under the Agreement; and  



     WHEREAS,
Section 2.10 of the Agreement provides that any provision of Section 2 of the Agreement
may be amended “...with the written consent of the Company and the Holders of at least a
majority of the Registrable Securities,” and that “[a]ny amendment... effected in
accordance with... Section 2.10 shall be binding on each Holder and the Company;” and  



     WHEREAS,
WP Ventures and WPV are Holders of a majority of the Registrable Securities pursuant to
the definitions of such terms contained in Section 1.1 of the Agreement; and  



     NOW,
THEREFORE, in consideration of the premises set forth above and the mutual
representations, warranties and agreements contained herein, the adequacy and sufficiency
of which consideration is hereby agreed by the parties to be satisfactory, the parties
hereby agree to amend the Agreement as follows:  

















	











	A.  	 	 Definition
of “Registrable Securities”:  Section 1.1 of the Agreement is hereby amended by deleting
the current definition of “Registrable Securities” in its entirety and replacing it with
the following:   







	 	
““REGISTRABLE
SECURITIES” means: (i) any Common Stock of the Company issued or issuable upon conversion
of the Shares; (ii) any Common Stock of the Company issued as (or issuable upon the
conversion or exercise of any warrant, right or other security which is issued as) a
dividend or other distribution with respect to, or in exchange for or in replacement of,
such above-described securities; (iii) all of the shares of Common Stock of the Company
issuable upon exercise of the warrants issued to Warburg, Pincus Ventures, L.P., a
Delaware limited partnership, on June 4, 1998 and October 23, 1998; (iv) all of the
shares of Common Stock of the Company issuable upon exercise of the warrants issued to
WPV, Inc., a Delaware corporation, on March 9, 2001; (v) all of the 4,000,000 shares of
Common Stock issued to Warburg, Pincus Ventures, L.P. under the terms of that certain
Stock Purchase Agreement, made as of November 7, 2001 between the Company and Warburg,
Pincus Ventures, L.P., and (vi) up to an aggregate of 1,000,000 additional shares of
Common Stock now held or hereafter acquired by Warburg, Pincus Ventures, L.P., WPV, Inc.
or any of their affiliates (as such term is defined in Rule 405 under the Exchange Act),
whether purchased from the Company or in the open market, or acquired by any other means,
such 1,000,000 shares of Common Stock being in addition to any other shares of Common
Stock included as Registrable Securities pursuant to clauses (i) through (v) of this
definition.” 






	II.  	 	General.   






	


(a) All capitalized terms defined
in the Agreement and used herein, except as otherwise defined herein, shall have
the same meanings as in the Agreement.  



(b) The Agreement together
with this Amendment replaces and supersedes all other agreements, written or
oral with respect to its subject matter.  



(c) Except as expressly
amended and supplemented hereby, the Agreement remains in full force and effect.  



(d) If any term of this Amendment
conflicts with the terms of the Agreement, the terms of this Amendment shall
prevail.  



(e) This Amendment may be
signed in counterparts, each of which shall constitute an original and which
together shall constitute one and the same amendment.  



(f) This Amendment shall be
governed by and construed in accordance with the laws of the State of California
applicable to contracts between California residents entered into and to be
performed entirely within the State of California without giving effect to the
conflict or choice of law principles thereof.  



[The following page is
the signature page]  

















	






     IN
WITNESS WHEREOF, the parties’ duly authorized representatives hereby have executed this
Agreement as of the date first written above.  






SCIENTIFIC
LEARNING CORPORATION 






By:     /s/ Sheryle J. Bolton

      ———————————————————

       Name:  Sheryle J. Bolton

       Title:  Chairman and Chief Executive Officer  














	Address: 	300 Frank H. Ogawa Plaza, Suite 500
Oakland, CA 94612-2040
Fax: (510) 665-1717 









	WARBURG, PINCUS VENTURES, L.P  	WPV, INC.  
	  
	By: 	Warburg, Pincus & Co., its general partner


          By: /s/ Rodman W. Moorhead, III
—————————————
          
Name: Rodman W. Moorhead, III
Title: Managing Director 	 
 
By: 	 
 
/s/ Rodman W. Moorhead, III
          
—————————————
          
Name: Rodman W. Moorhead, III
Title: Managing Director 







	Address: 	466 Lexington Avenue
New York, NY 10017
Fax: (212) 878-9200 	Address: 	466 Lexington Avenue
New York, NY 10017
Fax: (212) 878-9200 









	


[Signature page to
Amendment No. 2 to Amended and Restated Registration Rights Agreement
entered into as of
December 30, 1998, as amended by an Amendment No. 1 thereto effective as
of March 9, 2001]