Exhibit
4.2


REGISTRATION RIGHTS
AGREEMENT


This REGISTRATION RIGHTS AGREEMENT (this “Agreement”),
dated as of August 8, 2006, is by and between LIPID SCIENCES, INC, a
Delaware corporation (the “Company”),
and each of the entities whose names appear on the signature pages hereof.  Such entities are each referred to herein as
an “Investor” and, collectively, as the “Investors.”


The Company has agreed, on the terms and subject to
the conditions set forth in the Securities Purchase Agreement, dated as of
August 8, 2006 (the “Securities Purchase
Agreement”), to issue and sell to each Investor named therein
shares (“Shares”) of the Company’s
common stock, par value $0.001 per share (the “Common
Stock”), and a Warrant in the form attached to the Securities
Purchase Agreement as Exhibit A
thereto (each, a “Warrant” and, collectively
with the other Warrants issued thereunder, the “Warrants”).  The shares of Common Stock into which the
Warrants are exercisable are referred to herein as the “Warrant
Shares,” and the Shares, the Warrants and the Warrant Shares are
collectively referred to herein as the “Securities.”


In order to induce each Investor to enter into the
Securities Purchase Agreement, the Company has agreed to provide certain
registration rights under the Securities Act of 1933, as amended (the “Securities Act”), and under
applicable state securities laws.


In consideration of each Investor entering into the
Securities Purchase Agreement, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:


1.                                       DEFINITIONS.


For purposes of this Agreement, the following terms
shall have the meanings specified:


“Business Day” means any day
other than a Saturday, a Sunday or a day on which the Commission is closed or
on which banks in the City of New York are authorized by law to be closed.


“Commission” means the
Securities and Exchange Commission.


“Effective Date” means the
date on which the Registration Statement is declared effective by the
Commission.


“Filing Deadline” means the
thirtieth (30th) calendar day following the Closing Date.


“Holder” means any person
owning or having the right to acquire, through exercise of the Warrants or
otherwise, Registrable Securities, including initially each Investor and
thereafter any permitted assignee thereof.


“Registrable Securities” means
the Shares and the Warrant Shares and any other shares of Common Stock issuable
pursuant to the terms of the Securities Purchase Agreement or the Warrants, and
any shares of capital stock issued or issuable from time to time (with any
adjustments) in replacement of, in exchange for or otherwise in respect of the
Shares or the Warrant Shares.
















“Registration Deadline” means
the earlier to occur of (i) the ninetieth (90th) calendar day following
the Closing Date and (ii) the fifth (5th) Business Day following the day
on which the Commission informs the Company that no review of the Registration
Statement will be made by the staff of the Commission or that the staff of the
Commission has no further comments on the Registration Statement.


“Registration Period” has the
meaning set forth in Section 2(c) of this Agreement.


“Registration Statement” means
a registration statement or statements prepared in compliance with the
Securities Act and pursuant to Rule 415 under the Securities Act (“Rule 415”) or any successor
rule providing for the offering of securities on a continuous or delayed basis.


Capitalized terms used herein and not otherwise
defined shall have the respective meanings specified in the Securities Purchase
Agreement.


2.                                       REGISTRATION.


(a)           Filing of Registration Statement.  On or before the Filing Deadline, the Company
shall prepare and file with the Commission a Registration Statement on Form S-3
as a “shelf” registration statement under Rule 415 covering the resale of
the Registrable Securities.  Such
Registration Statement shall state, to the extent permitted by Rule 416 under
the Securities Act, that it also covers such indeterminate number of additional
shares of Common Stock as may become issuable upon the exercise of the Warrants
in order to prevent dilution resulting from stock splits, stock dividends,
recapitalization, reorganization reclassification or other event that
subdivides all of the outstanding shares of Common Stock.


(b)           Effectiveness.  The Company shall use commercially reasonable
efforts to cause the Registration Statement to become effective as soon as
practicable following the filing thereof, but in no event later than the
Registration Deadline.  The Company shall
respond promptly to any and all comments made by the staff of the Commission
with respect to the Registration Statement, and shall submit to the Commission,
within three (3) Business Days after the Company learns that no review of the
Registration Statement will be made by the staff of the Commission or that the
staff of the Commission has no further comments on the Registration Statement,
as the case may be, a request for acceleration of the effectiveness of such
Registration Statement to a time and date not later than two (2) Business Days
after the submission of such request. 
The Company will maintain the effectiveness of each Registration
Statement filed pursuant to this Agreement until the earlier to occur of
(i) the date on which all of the Registrable Securities eligible for
resale thereunder have been publicly sold pursuant to either the Registration
Statement or Rule 144, and (ii) the date on which all of the Registrable
Securities remaining to be sold under such Registration Statement may be immediately
sold to the public under Rule 144(k) under the Securities Act (“Rule 144(k)”) or any successor
provision (the period beginning on the Closing Date and ending on the earlier
to occur of (i) or (ii) above being referred to herein as the “Registration Period”).


(c)           For a total of no more than
twenty-five (25) Business Days in any twelve (12) month period, the Company
may, due to the existence of material non-public information concerning the
Company, suspend the use of any Prospectus included in any registration
statement contemplated by this Section if, in the good faith opinion of the
Company following consultation with legal counsel, such information would be
required to be disclosed in such Prospectus and the disclosure of such
information at such time would have a Material Adverse Effect upon the Company
(an “Allowed Delay”); provided that the Company shall promptly
(a) notify the Holders in writing of the existence of (but in no event, 



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without the prior written consent of a Holder, shall the Company
disclose to such Investor any of the facts or circumstances regarding) material
non-public information giving rise to an Allowed Delay, (b) advise the
Investors in writing to cease all sales under the Registration Statement until
the end of the Allowed Delay and (c) use reasonable best efforts to
terminate an Allowed Delay as promptly as practicable.


(d)           Registration Default.  If (i) the Registration Statement is not
filed on or before the Filing Deadline or declared effective by the Commission
on or before the Registration Deadline, (ii) after the Registration
Statement has been declared effective by the Commission, other than during an
Allowed Delay, sales of Registrable Securities (other than such Registrable
Securities as are then freely saleable pursuant to Rule 144(k)) cannot be made
by a Holder under a Registration Statement for any reason not within the
exclusive control of such Holder or (iii) other than during an Allowed
Delay, an amendment or supplement to a Registration Statement, or a new registration
statement, required to be filed pursuant to the terms of this Agreement is not
filed as required hereunder (each of the events described in the foregoing
clauses (i), (ii) and (iii) being referred to herein as a “Registration Default”), the Company
shall make cash payments to each Holder equal to two percent (2%) of the
aggregate Purchase Price paid by such Holder for such Holder’s Registrable
Securities for each thirty (30) day period in which a Registration Default
exists. Each such payment shall be paid exclusively with respect to the Shares
only, and for the avoidance of doubt, not with respect to the Warrant Shares or
any shares of Common Stock issuable pursuant to the terms of the Warrants.  Each such payment shall be required to be
made under this Section 2(d) shall be made within five (5) Business
Days following the last day of each calendar month in which a Registration
Default exists.  Any such payment shall
be in addition to any other remedies available to each Holder at law or in
equity, whether pursuant to the terms hereof, the Securities Purchase Agreement
or otherwise.


(e)           Allocation of Warrant Shares.  The initial number of Shares and Warrant
Shares included in any Registration Statement and each increase in the number
thereof included therein shall be allocated pro
rata among the Holders based on the aggregate number of Registrable
Securities issued or issuable to each Holder at the time the Registration
Statement covering such initial number of Registrable Securities or increase thereof
is declared effective by the Commission (such number to be determined using the
Exercise Price in effect at such time and without regard to any restriction on
the ability of a Holder to exercise such Holder’s Warrant as of such
date).  In the event that a Holder sells
or otherwise transfers any of such Holder’s Registrable Securities, each
transferee shall be allocated the portion of the then remaining number of
Registrable Securities included in such Registration Statement allocable to the
transferor.


(f)            Registration of Other Securities.  During the period beginning on the date
hereof and ending on the Effective Date, the Company shall refrain from filing
any registration statement (other than (i) a Registration Statement filed
hereunder, (ii) a registration statement on Form S-8 with respect to stock
option plans and agreements and stock plans currently in effect and disclosed
in the Securities Purchase Agreement or the schedules thereto, or (iii) a
registration statement on Form S-4 with respect to an acquisition or other
business combination involving the Company). In no event shall the Company
include any securities other than Registrable Securities, and such
indeterminate number of additional shares of Common Stock as may become
issuable upon the exercise of the Warrants in order to prevent dilution
resulting from stock splits, stock dividends, recapitalization, reorganization
reclassification or other event that subdivides all of the outstanding shares
of Common Stock on any Registration Statement filed by the Company on behalf of
the Holders pursuant to the terms hereof


3.                                       OBLIGATIONS
OF THE COMPANY.


In addition to performing its obligations hereunder,
including, without limitation, those pursuant to Section 2 of this
Agreement, the Company shall, with respect to each Registration Statement:









 



(a)           prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of the
Securities Act or to maintain the effectiveness of such Registration Statement
during the Registration Period, or as may be reasonably requested by a Holder
in order to incorporate information concerning such Holder or such Holder’s intended
method of distribution;


(b)           promptly following the Closing,
secure the listing on the Principal Market of the Shares and all Registrable
Securities issuable upon exercise of the Warrants;


(c)           so long as a Registration Statement
is effective covering the resale of the applicable Registrable Securities owned
by a Holder, furnish to each Holder such number of copies of the prospectus
included in such Registration Statement, including a preliminary prospectus, in
conformity with the requirements of the Securities Act, and such other
documents as such Holder may reasonably request in order to facilitate the
disposition of such Holder’s Registrable Securities;


(d)           use reasonable best efforts to
register or qualify the Registrable Securities under the securities or “blue
sky” laws of such jurisdictions within the United States as shall be reasonably
requested from time to time by a Holder, and do any and all other acts or
things which may reasonably be necessary or advisable to enable such Holder to
consummate the public sale or other disposition of the Registrable Securities
in such jurisdictions; provided that
the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such jurisdiction;


(e)           notify each Holder promptly after
becoming aware of the occurrence of any event (but shall not, without the prior
written consent of such Holder, disclose to such Holder any facts or
circumstances constituting material non-public information) as a result of
which the prospectus included in such Registration Statement, as then in
effect, contains an untrue statement of material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances then existing, and as
promptly as practicable prepare and file with the Commission and furnish to
each Holder a reasonable number of copies of a supplement or an amendment to
such prospectus as may be necessary so that such prospectus does not contain an
untrue statement of material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing;


(f)            use commercially reasonable efforts
to prevent the issuance of any stop order or other order suspending the
effectiveness of such Registration Statement and, if such an order is issued,
use commercially reasonable efforts to obtain the withdrawal thereof as
promptly as practicable and notify each Holder in writing of the issuance of
such order and the resolution thereof;


(g)           furnish to each Holder, on the date
that such Registration Statement, or any successor registration statement,
becomes effective, a letter, dated such date, signed by an officer of or
counsel to the Company and addressed to such Holder, confirming such
effectiveness and, to the knowledge of such officer or such counsel, the
absence of any stop order;


(h)           provide to each Holder and its
representatives the reasonable opportunity to conduct a reasonable inquiry of
the Company’s financial and other records during normal business hours and make
available during normal business hours and with reasonable advance notice its
officers, directors and employees for questions regarding information which
such Holder may reasonably request in order to fulfill any due diligence
obligation on its part; and









 



(i)            permit
counsel for each Holder to review such Registration Statement and all amendments
and supplements thereto, and any comments made by the staff of the Commission
concerning such Holder and/or the transactions contemplated by the Transaction
Documents and the Company’s responses thereto, within a reasonable period of
time prior to the filing thereof with the Commission (or, in the case of
comments made by the staff of the Commission, within a reasonable period of
time following the receipt thereof by the Company).


4.                                       OBLIGATIONS
OF EACH HOLDER.


In connection with the registration of Registrable
Securities pursuant to a Registration Statement, each Holder shall:


(a)           at least five (5) Business Days prior
to the first anticipated filing date of any Registration Statement, furnish to
the Company such information in writing regarding itself (including a
shareholder questionnaire) and the intended method of disposition of such
Registrable Securities as the Company shall reasonably request in order to
effect the registration thereof;


(b)           upon receipt of any notice from the
Company of the happening of any event of the kind described in Sections 2(c),
3(e) or 3(f) of this Agreement, immediately discontinue any sale
or other disposition of such Registrable Securities pursuant to such
Registration Statement until (i) in the case of any event described in Section 2(c),
notice from the Company that the Allowed Delay has ended and sales under the
Registration Statement may resume, (ii) the filing of an amendment or
supplement as described in Section 3(e) of this Agreement or
(iii) withdrawal of the stop order referred to in Section 3(f)
of this Agreement, and use reasonable best efforts to maintain the
confidentiality of such notice and its contents;


(c)           to the extent required by applicable
law, deliver a prospectus to the purchaser of such Registrable Securities;


(d)           in response to a request from the
Company, promptly disclose to the Company the number of Registrable Securities
then held by it; and


(e)           promptly notify the Company in the
event that any information supplied by such Holder in writing for inclusion in
such Registration Statement or related prospectus is untrue or omits to state a
material fact required to be stated therein or necessary to make such
information not misleading in light of the circumstances then existing;
immediately discontinue any sale or other disposition of such Registrable
Securities pursuant to such Registration Statement until the filing of an
amendment or supplement to such prospectus as may be necessary so that such
prospectus does not contain an untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;
and use reasonable best efforts to assist the Company as may be appropriate to
make such amendment or supplement effective for such purpose.


5.                                       INDEMNIFICATION.


In the event that any Registrable Securities are
included in a Registration Statement under this Agreement:


(a)           To the extent permitted by law, the
Company shall indemnify and hold harmless each Holder, the officers, partners,
managers, members, shareholders, directors, employees, agents and
representatives of such Holder, and each person, if any, who controls such
Holder within the meaning of 









 



the Securities Act or the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), against any
and all losses, claims, damages and other liabilities (whether joint or
several) (collectively, including reasonable legal expenses or other
out-of-pocket expenses reasonably incurred in connection with investigating or
defending same, “Losses”), insofar as any such
Losses arise out of or are based upon (i) any untrue statement or alleged
untrue statement of a material fact contained in such Registration Statement
under which such Registrable Securities were registered, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or (ii) the omission or alleged omission to state
therein a material fact required to be stated therein, or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  The foregoing indemnity
shall not apply to amounts paid in settlement of any Loss if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld), nor shall the Company be obligated to indemnify any
person for any Loss to the extent that such Loss arises out of or is based upon
(i) any disclosure or any omission or alleged omission (to state a
material fact required to be stated therein or necessary to make statements
therein not misleading) that is based upon or in conformity with written
information furnished (or not furnished, in the case of an omission) by such
person expressly for use in such Registration Statement or (ii) a failure
of such person to deliver or cause to be delivered the final prospectus
contained in the Registration Statement and made available by the Company, if
such delivery is required by applicable law.


(b)           To the extent permitted by law, each
Holder who is named in such Registration Statement as a selling shareholder,
acting severally and not jointly, shall indemnify and hold harmless the
Company, the officers, directors, employees, agents and representatives of the
Company, and each person, if any, who controls the Company within the meaning
of the Securities Act or the Exchange Act, against any and all Losses to the
extent (and only to the extent) that any such Losses arise out of or are based
upon (i) any disclosure or any omission or alleged omission (to state a
material fact required to be stated therein or necessary to make statements
therein not misleading) that is based upon or in conformity with written
information furnished (or not furnished, in the case of an omission) by such
person expressly for use in such Registration Statement, or (ii) a failure
of such Holder to deliver or cause to be delivered the final prospectus
contained in the Registration Statement and made available by the Company, if
such delivery is required under applicable law. 
The foregoing indemnity shall not apply to amounts paid in settlement of
any such Loss if such settlement is effected without the consent of such Holder
(which consent shall not be unreasonably withheld, and may be withheld to the
extent that any settlement or compromise does not include as an unconditional
term thereof, a release of the indemnified party from all liability in respect
of such claim or litigation without any admission as to fault); provided, however, that, in no event shall
any indemnity under this Section 5(b) exceed the net proceeds
resulting from the sale of the Registrable Securities sold by such Holder under
such Registration Statement.


(c)           Promptly after receipt by an
indemnified party under this Section 5 of notice of the
commencement of any action (including any governmental action), such
indemnified party will, if a claim in respect thereof is to be made against any
indemnifying party under this Section 5, promptly deliver to the
indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in and to assume the
defense thereof with counsel selected by the indemnifying party and reasonably
acceptable to the indemnified party; provided,
however, that an indemnified party shall have the right to retain
its own counsel, with the reasonably incurred fees and expenses of one such
counsel for all indemnified parties to be paid by the indemnifying party, if
representation of such indemnified party by the counsel retained by the
indemnifying party would be inappropriate under applicable standards of
professional conduct due to actual or potential conflicting interests between
such indemnified party and any other party represented by such counsel in such
proceeding.  The failure to deliver
written notice to the indemnifying party within a reasonable time of the
delivery of notice of any such action, to the extent prejudicial to its ability
to defend such action, shall relieve such indemnifying party of any liability
to the indemnified party under this Section 5 with respect 









 



to such action, but the omission so to deliver written notice to the
indemnifying party will not relieve it of any liability that it may have to any
indemnified party otherwise than under this Section 5 or with
respect to any other action unless the indemnifying party is materially
prejudiced as a result of not receiving such notice.


(d)           In the event that the indemnity
provided in Sections 5(a) or 5(b) of this Agreement is
unavailable or insufficient to hold harmless an indemnified party for any
reason, the Company and each Holder agree, severally and not jointly, to
contribute to the aggregate Losses to which the Company or such Holder may be
subject in such proportion as is appropriate to reflect the relative fault of
the Company and such Holder in connection with the statements or omissions
which resulted in such Losses; provided,
however, that in no case shall such Holder be responsible for any
amount in excess of the net proceeds resulting from the sale of the Registrable
Securities sold by it under the Registration Statement.  Relative fault shall be determined by
reference to whether any alleged untrue statement or omission relates to
information provided by the Company or by such Holder.  The Company and each Holder agree that it
would not be just and equitable if contribution were determined by pro rata allocation or any other method of
allocation which does not take account of the equitable considerations referred
to above.  Notwithstanding the provisions
of this Section 5(d), no person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities
Act) shall be entitled to contribution from any person who is not guilty of
such fraudulent misrepresentation.  For
purposes of this Section 5, each person who controls a Holder
within the meaning of either the Securities Act or the Exchange Act and each
officer, partner, manager, member, shareholder, director, employee, agent or
representative of such Holder shall have the same rights to contribution as
such Holder, and each person who controls the Company within the meaning of
either the Securities Act or the Exchange Act and each officer, director,
employee, agent or representative of the Company shall have the same rights to
contribution as the Company, subject in each case to the applicable terms and
conditions of this Section 5(d).


(e)           The obligations of the Company and
each Holder under this Section 5 shall survive the exercise of the Warrants
in full, the completion of any offering or sale of Registrable Securities
pursuant to a Registration Statement under this Agreement, or otherwise.


6.                                       REPORTS.


With a view to making available to each Holder the
benefits of Rule 144 and any other similar rule or regulation of the Commission
that may at any time permit such Holder to sell securities of the Company to
the public without registration, the Company agrees to:


(a)           make and keep public information
available, as those terms are understood and defined in Rule 144;


(b)           file with the Commission in a timely
manner all reports and other documents required of the Company under the
Exchange Act; and


(c)           furnish to such Holder, so long as
such Holder owns any Registrable Securities, promptly upon written request
(i) a written statement by the Company, if true, that it has complied with
the reporting requirements of Rule 144 and the Exchange Act, (ii) to the
extent not publicly available through the Commission’s EDGAR database, a copy
of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company with the Commission, and
(iii) such other information as may be reasonably requested by such Holder
in connection with such Holder’s compliance with any rule or regulation of the
Commission which permits the selling of any such securities without
registration.









 



7.             MISCELLANEOUS.


(a)           Expenses of Registration.  Except as otherwise provided in the
Securities Purchase Agreement, all reasonable expenses, other than underwriting
discounts and commissions and fees and expenses of counsel and other advisors
to each Holder, incurred in connection with the registrations, filings or
qualifications described herein, including (without limitation) all
registration, filing and qualification fees, printers’ and accounting fees, the
fees and disbursements of counsel for the Company, and the fees and
disbursements incurred in connection with the opinion and letter described in Section 3(g)
of this Agreement, shall be borne by the Company.


(b)           Amendment; Waiver.  Except as expressly provided herein, neither
this Agreement nor any term hereof may be amended or waived except pursuant to
a written instrument executed by the Company and the Holders of at least
seventy-five percent (75%) of the Registrable Securities that are either then
outstanding or are issuable on exercise of the Warrants then outstanding
(without regard to any limitation on such exercise). Any amendment or waiver
effected in accordance with this Section 7(b) shall be binding upon
each Holder, each future Holder and the Company.  The failure of any party to exercise any
right or remedy under this Agreement or otherwise, or the delay by any party in
exercising such right or remedy, shall not operate as a waiver thereof.


(c)           Notices.  Any notice, demand or request required or
permitted to be given by the Company or a Holder pursuant to the terms of this
Agreement shall be in writing and shall be deemed delivered (i) when delivered
personally or by verifiable facsimile transmission, unless such delivery is
made on a day that is not a Business Day, in which case such delivery will be
deemed to be made on the next succeeding Business Day, (ii) on the next
Business Day after timely delivery to a reputable overnight courier and (iii)
on the Business Day actually received if deposited in the U.S. mail (certified
or registered mail, return receipt requested, postage prepaid), addressed as
follows:


If to
the Company:


Lipid Sciences,
Inc.

7068 Koll Center Parkway

Suite 401

Pleasanton, CA  94566

Attn:  Sandra Gardiner

Tel:  (925) 249-4000

Fax:  (925) 249-4080


with a
copy (which shall not constitute notice) to:


Roger S. Mertz,
Esq.

Allen Matkins Leck Gamble Mallory & Natsis LLP

Three Embarcadero Center, 12th Floor

San Francisco, California  94111-4074

Tel:  (415) 837-1515

Fax:  (415) 837-1516


and if to a Holder, to
such address as shall be designated by such Holder in writing to the Company.


(d)           Assignment.  Upon the transfer of any Warrant or
Registrable Securities by a Holder, the rights of such Holder hereunder with
respect to such securities so transferred shall be assigned automatically to
the transferee thereof, and such transferee shall thereupon be deemed to be a “Holder”










 



for purposes of this Agreement, as long as:  (i) the Company is, within a reasonable
period of time following such transfer, furnished with written notice of the
name and address of such transferee, (ii) the transferee agrees in writing
with the Company to be bound by all of the provisions hereof, and (iii) such
transfer is made in accordance with the applicable requirements of the
Securities Purchase Agreement or the Warrants, as applicable.


(e)           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, and all of which
together shall be deemed one and the same instrument.  This Agreement, once executed by a party, may
be delivered to any other party hereto by facsimile transmission.


(f)            Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
contracts made and to be performed entirely within the State of California.


(g)           Holder of Record.  A person is deemed to be a Holder whenever
such person owns or is deemed to own of record such Registrable
Securities.  If the Company receives
conflicting instructions, notices or elections from two or more persons with
respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the record owner of
such Registrable Securities.


(h)           Entire Agreement.  This Agreement and the other Transaction
Documents constitute the entire agreement among the parties hereto with respect
to the subject matter hereof and thereof. 
There are no restrictions, promises, warranties or undertakings, other
than those set forth or referred to herein and therein.  This Agreement and the other Transaction
Documents supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.


(i)            Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof.


(j)            Third Party Beneficiaries.  This Agreement is intended for the benefit of
the parties hereto and their respective permitted successors and assigns, and
is not for the benefit of, nor may any provision hereof be enforced by, any
other person.


(k)           Confidentiality.  The Company shall hold in confidence and not
make any disclosure of information concerning a Holder provided to the Company
unless (i) disclosure of such information is necessary to comply with federal
or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement,
(iii) the release of such information is ordered pursuant to a subpoena or
other final, non-appealable order from a court or governmental body of
competent jurisdiction, or (iv) such information has been made generally
available to the public other than by disclosure in violation of this Agreement
or any other agreement.  The Company
agrees that it shall, upon learning that disclosure of such information
concerning a Holder is sought in or by a court or governmental body of
competent jurisdiction or through other means, give prompt written notice to
such Holder and allow such Holder , at the Holder’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, such information.


[Signature Pages
to Follow]









 



IN WITNESS WHEREOF, the undersigned have executed this
Registration Rights Agreement as of the date first-above written.


LIPID SCIENCES, INC.,

a Delaware corporation


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  	
   

  
						



 









 



IN WITNESS WHEREOF, the undersigned have executed this Registration
Rights Agreement as of the date first-above written.


 


	
   

  	
    (INVESTOR NAME)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
    (Name of General Partner/Manager, if
  applicable)

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: