EX-4.19







Execution Version



REGISTRATION RIGHTS AGREEMENT




This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 15, 2007,
is by and between CYTOKINETICS, INCORPORATED (the “Company”) and KINGSBRIDGE CAPITAL
LIMITED (the “Investor”).



WHEREAS, the Company and the Investor have entered into that certain Common Stock Purchase
Agreement, dated as of the date hereof (the “Purchase Agreement”), pursuant to which the
Company may issue, from time to time, to the Investor up to $75 million worth of shares of Common
Stock as provided for therein;



WHEREAS, pursuant to the terms of, and in partial consideration for the Investor entering
into, the Purchase Agreement, the Company has issued to the Investor a warrant, exercisable from
time to time within three (3) years following the six-month anniversary of the date of issuance
(the “Warrant”) for the purchase of an aggregate of up to 230,000 shares of Common Stock at
a price specified in such Warrant;



WHEREAS, pursuant to the terms of, and in partial consideration for, the Investor’s agreement
to enter into the Purchase Agreement, the Company has agreed to provide the Investor with certain
registration rights with respect to the Registrable Securities (as defined in the Purchase
Agreement) as set forth herein;



NOW, THEREFORE, in consideration of the premises, the representations, warranties, covenants
and agreements contained herein, in the Warrant, and in the Purchase Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending
to be legally bound hereby, the parties hereto agree as follows (capitalized terms used herein and
not defined herein shall have the respective meanings ascribed to them in the Purchase Agreement):



ARTICLE I




REGISTRATION RIGHTS




Section 1.1 Registration Statement.



(a) Filing of the Registration Statement. Upon the terms and subject to the
conditions set forth in this Agreement, the Company shall file with the Commission within sixty
(60) calendar days after the Closing Date a registration statement on Form S-3 under the Securities
Act or such other form as deemed appropriate by counsel to the Company for the registration for the
resale by the Investor of the Registrable Securities (the “Registration Statement”).



(b) Effectiveness of the Registration Statement. The Company shall use commercially
reasonable efforts (i) to have the Registration Statement declared effective by the Commission as
soon as reasonably practicable, but in any event no later than one hundred eighty (180) calendar
days after the Closing Date and (ii) to ensure that the Registration Statement remains in effect
throughout the term of this Agreement as set forth in Section 4.2, subject to the terms and
conditions of this Agreement.



(c) Regulatory Disapproval. The contemplated effective date for the Registration
Statement as described in Section 1.1(b) shall be extended without default or liquidated damages
hereunder or under the Purchase Agreement in the event that the Company’s failure to obtain the
effectiveness of the Registration Statement on a timely basis results solely from the Commission’s
disapproval of the structure of the transactions contemplated by the Purchase Agreement. In such
event, the parties agree to cooperate with one another in good faith to arrive at a resolution
acceptable to the Commission.



(d) Failure to Maintain Effectiveness of Registration Statement. In the event the
Company fails to maintain the effectiveness of the Registration Statement (or the Prospectus)
throughout the period set forth in Section 4.2, other than temporary suspensions as set forth in
Section 1.1(e) and the Investor holds any Registrable Securities at any time during the period of
such ineffectiveness (an “Ineffective Period”), the Company shall pay to the Investor in
immediately available funds into an account designated by the Investor an amount equal to the
product of (i) the total number of Registrable Securities issued to the Investor under the Purchase
Agreement (which, for the avoidance of doubt, shall not include any Warrant Shares) and owned by
the Investor at any time during such Ineffective Period and (ii) the result, if greater than zero,
obtained by subtracting the VWAP on the Trading Day immediately following the last day of such
Ineffective Period from the VWAP on the Trading Day immediately preceding the day on which any such
Ineffective Period began; provided, however, that the foregoing payments shall not apply in respect
of Registrable Securities that are otherwise freely tradable by the Investor.



(e) Deferral or Suspension During a Blackout Period. Notwithstanding the provisions
of Section 1.1(d), if in the good faith judgment of the Company, following consultation with legal
counsel, it would be detrimental to the Company or its stockholders for the Registration Statement
to be filed or for resales of Registrable Securities to be made pursuant to the Registration
Statement due to (i) the existence of a material development or potential material development
involving the Company that the Company would be obligated to disclose in the Registration
Statement, which disclosure would be premature or otherwise inadvisable at such time or would have
a Material Adverse Effect on the Company or its stockholders, or (ii) a filing of a
Company-initiated registration of any class of its equity securities, which, in the good faith
judgment of the Company, would adversely effect or require premature disclosure of the filing of
such Company-initiated registration (notice thereof, a “Blackout Notice”), the Company
shall have the right to (A) immediately defer such filing for a period of not more than sixty (60)
days beyond the date by which such Registration Statement was otherwise required hereunder to be
filed or (B) suspend use of such Registration Statement for a period of not more than thirty (30)
days (any such deferral or suspension period, a “Blackout Period”). The Investor
acknowledges that it would be seriously detrimental to the Company and its stockholders for such
Registration Statement to be filed (or remain in effect) during a Blackout Period and therefore
essential to defer such filing (or suspend the use thereof) during such Blackout Period and agrees
to cease any disposition of the Registrable Securities during such Blackout Period. The Company
may not utilize any of its rights under this Section 1.1(e) to defer the filing of a Registration
Statement (or suspend its effectiveness) more than six (6) times in any twelve (12) month period.
In the event that, within fifteen (15) Trading Days following any Settlement Date, the Company
gives a Blackout Notice to the Investor and the VWAP on the Trading Day immediately preceding such
Blackout Period (“Old VWAP”) is greater than the VWAP on the first Trading Day following
such Blackout Period that the Investor may sell its Registrable Securities pursuant to an effective
Registration Statement (“New VWAP”), then the Company shall pay to the Investor, by wire
transfer of immediately available funds to an account designated by the Investor, the “Blackout
Amount.” For the purposes of this Agreement, Blackout Amount means a percentage equal to: (1)
seventy-five percent (75%) if such Blackout Notice is delivered prior to the fifth (5th) Trading
Day following such Settlement Date; (2) fifty percent (50%) if such Blackout Notice is delivered on
or after the fifth (5th) Trading Day following such Settlement Date, but prior to the tenth (10th)
Trading Day following such Settlement Date; (3) twenty-five percent (25%) if such Blackout Notice
is delivered on or after the tenth (10th) Trading Day following such Settlement Date, but prior to
the fifteenth (15th) Trading Day following such Settlement Date; and (4) zero percent (0%)
thereafter of: the product of (a) the number of Registrable Securities purchased by the Investor
pursuant to the most recent Draw Down and actually held by the Investor immediately prior to the
Blackout Period and (b) the result, if greater than zero, obtained by subtracting the New VWAP from
the Old VWAP. For any Blackout Period in respect of which a Blackout Amount becomes due and
payable, rather than paying the Blackout Amount, the Company may at is sole discretion, issue to
the Investor shares of Common Stock with an aggregate market value determined as of the first
Trading Day following such Blackout Period equal to the Blackout Amount (“Blackout
Shares”).



(f) Liquidated Damages. The Company and the Investor hereto acknowledge and agree
that the amounts payable under Sections 1.1(d) and 1.1(e) and the Blackout Shares deliverable under
Section 1.1(e) above shall constitute liquidated damages and not penalties. The parties further
acknowledge that (i) the amount of loss or damages likely to be incurred by the Investor is
incapable or is difficult to precisely estimate, (ii) the amounts specified in such subsections
bear a reasonable proportion and are not plainly or grossly disproportionate to the probable loss
likely to be incurred in connection with any failure by the Company to obtain or maintain the
effectiveness of the Registration Statement, (iii) one of the reasons for the Company and the
Investor reaching an agreement as to such amounts was the uncertainty and cost of litigation
regarding the question of actual damages, and (iv) the Company and the Investor are sophisticated
business parties and have been represented by sophisticated and able legal and financial counsel
and negotiated this Agreement at arm’s length.



(g) Additional Registration Statements. In the event and to the extent that the
Registration Statement fails to register a sufficient amount of Common Stock necessary for the
Company to issue and sell to the Investor and the Investor to purchase from the Company all of the
Registrable Securities to be issued, sold and purchased under the Purchase Agreement and the
Warrant, the Company shall, upon a timetable mutually agreeable to both the Company and the
Investor, prepare and file with the Commission an additional registration statement or statements
in order to effectuate the purpose of this Agreement, the Purchase Agreement, and the Warrant.



ARTICLE II




REGISTRATION PROCEDURES




Section 2.1 Filings; Information. The Company shall effect the registration
with respect to the sale of the Registrable Securities by the Investor in accordance with the
intended methods of disposition thereof. Without limiting the foregoing, the Company in each such
case will do the following as expeditiously as possible, but in no event later than the deadline,
if any, prescribed therefor in this Agreement:



(a) Subject to Section 1.1(e), the Company shall (i) prepare and file with the Commission the
Registration Statement; (ii) use commercially reasonable efforts to cause such filed Registration
Statement to become and to remain effective (pursuant to Rule 415 under the Securities Act or
otherwise); (iii) prepare and file with the Commission such amendments and supplements to the
Registration Statement and the Prospectus used in connection therewith as may be necessary to keep
such Registration Statement effective for the time period prescribed by Section 4.2 and in order to
effectuate the purpose of this Agreement, the Purchase Agreement, and the Warrant; and (iv) comply
with the provisions of the Securities Act with respect to the disposition of all securities covered
by such Registration Statement during such period in accordance with the intended methods of
disposition by the Investor set forth in such Registration Statement; provided, however, that the
Investor shall be responsible for the delivery of the Prospectus to the Persons to whom the
Investor sells the Shares and the Warrant Shares, and the Investor agrees to dispose of Registrable
Securities in compliance with the plan of distribution described in the Registration Statement and
otherwise in compliance with applicable federal and state securities laws.



(b) The Company shall deliver to the Investor and its counsel, in accordance with the notice
provisions of Section 4.8, such number of copies of the Registration Statement, each amendment and
supplement thereto (in each case including all exhibits thereto), the Prospectus (including each
preliminary prospectus) and such other documents or information as the Investor or counsel may
reasonably request in order to facilitate the disposition of the Registrable Securities, provided,
however, that to the extent reasonably practicable, such delivery may be accomplished via
electronic means.



(c) After the filing of the Registration Statement, the Company shall promptly notify the
Investor of any stop order issued or threatened by the Commission in connection therewith and take
all commercially reasonable actions required to prevent the entry of such stop order or to remove
it if entered.



(d) The Company shall use commercially reasonable efforts to (i) register or qualify the
Registrable Securities under such other securities or blue sky laws of each jurisdiction in the
United States as the Investor may reasonably (in light of its intended plan of distribution)
request, and (ii) cause the Registrable Securities to be registered with or approved by such other
governmental agencies or authorities in the United States as may be necessary by virtue of the
business and operations of the Company and do any and all other customary acts and things that may
be reasonably necessary or advisable to enable the Investor to consummate the disposition of the
Registrable Securities; provided, however, that the Company will not be required to qualify
generally to do business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 2.1(d), subject itself to taxation in any such jurisdiction, consent or
subject itself to general service of process in any such jurisdiction, change any existing business
practices, benefit plans or outstanding securities or amend or otherwise modify the Charter or
Bylaws.



(e) The Company shall make available to the Investor (and will deliver to Investor’s counsel),
(i) subject to restrictions imposed by the United States federal government or any agency or
instrumentality thereof, copies of all public correspondence between the Commission and the Company
concerning the Registration Statement and will also make available for inspection by the Investor
and any attorney, accountant or other professional retained by the Investor (collectively, the
“Inspectors”), (ii) upon reasonable advance notice during normal business hours all
financial and other records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be reasonably necessary to enable them to exercise
their due diligence responsibility, and cause the Company’s officers and employees to supply all
information reasonably requested by any Inspectors in connection with the Registration Statement;
provided, however, that any such Inspectors must agree in writing for the benefit of the Company
not to use or disclose any such Records except as provided in this Section 2.1(e). Records that
the Company determines, in good faith, to be confidential and that it notifies the Inspectors are
confidential shall not be disclosed by the Inspectors unless the disclosure or release of such
Records is requested or required pursuant to oral questions, interrogatories, requests for
information or documents or a subpoena or other order from a court of competent jurisdiction or
other judicial or governmental process; provided, however, that prior to any disclosure or release
pursuant to the immediately preceding clause, the Inspectors shall provide the Company with prompt
notice of any such request or requirement so that the Company may seek an appropriate protective
order or waive such Inspectors’ obligation not to disclose such Records; and, provided, further,
that if failing the entry of a protective order or the waiver by the Company permitting the
disclosure or release of such Records, the Inspectors, upon advice of counsel, are compelled to
disclose such Records, the Inspectors may disclose that portion of the Records that counsel has
advised the Inspectors that the Inspectors are compelled to disclose; provided, however, that upon
any such required disclosure, such Inspector shall use his or her best efforts to obtain reasonable
assurances that confidential treatment will be afforded such information. The Investor agrees that
information obtained by it solely as a result of such inspections (not including any information
obtained from a third party who, insofar as is known to the Investor after reasonable inquiry, is
not prohibited from providing such information by a contractual, legal or fiduciary obligation to
the Company) shall be deemed confidential and shall not be used for any purposes other than as
indicated above or by it as the basis for any market transactions in the securities of the Company
or its affiliates unless and until such information is made generally available to the public. The
Investor further agrees that it will, upon learning that disclosure of such Records is sought in a
court of competent jurisdiction, give notice to the Company and allow the Company, at its expense,
to undertake appropriate action to prevent disclosure of the Records deemed confidential.



(f) The Company shall otherwise comply with all applicable rules and regulations of the
Commission, including, without limitation, compliance with applicable reporting requirements under
the Exchange Act.



(g) The Company shall appoint a transfer agent and registrar for all of the Registrable
Securities covered by such Registration Statement not later than the effective date of such
Registration Statement.



(h) The Investor shall cooperate with the Company, as reasonably requested by the Company, in
connection with the preparation and filing of any Registration Statement hereunder. The Company
may require the Investor to promptly furnish in writing to the Company such information as may be
required in connection with such registration including, without limitation, all such information
as may be requested by the Commission, the NASDAQ Stock Market or FINRA or any state securities
commission and all such information regarding the Investor, the Registrable Securities held by the
Investor and the intended method of disposition of the Registrable Securities. The Investor agrees
to provide such information requested in connection with such registration within five (5) business
days after receiving such written request and the Company shall not be responsible for any delays
in obtaining or maintaining the effectiveness of the Registration Statement caused by the
Investor’s failure to timely provide such information.



(i) Upon receipt of a Blackout Notice from the Company, the Investor shall immediately
discontinue disposition of Registrable Securities pursuant to the Registration Statement covering
such Registrable Securities until (i) the Company advises the Investor that the Blackout Period has
terminated and (ii) the Investor receives copies of a supplemented or amended prospectus, if
necessary. If so directed by the Company, the Investor will deliver to the Company (at the expense
of the Company) or destroy (and deliver to the Company a certificate of destruction) all copies in
the Investor’s possession (other than a limited number of file copies) of the prospectus covering
such Registrable Securities that is current at the time of receipt of such notice.



Section 2.2 Registration Expenses. Except as set forth in Section 10.01 of
the Purchase Agreement, the Company shall pay all registration expenses incurred in connection with
the Registration Statement (the “Registration Expenses”), including, without limitation:
(a) all registration, filing, securities exchange listing and fees required by the NASDAQ Stock
Market, (b) all registration, filing, qualification and other fees and expenses of compliance with
securities or blue sky laws (including reasonable fees and disbursements of counsel in connection
with blue sky qualifications of the Registrable Securities), (c) all word processing, duplicating,
printing, messenger and delivery expenses, (d) the Company’s internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing legal or accounting
duties), (e) the fees and expenses incurred by the Company in connection with the listing of the
Registrable Securities, (f) reasonable fees and disbursements of counsel for the Company and
customary fees and expenses for independent certified public accountants retained by the Company
(including the expenses of any special audits or comfort letters or costs associated with the
delivery by independent certified public accountants of such special audit(s) or comfort letter(s),
(g) the fees and expenses of any special experts retained by the Company in connection with such
registration and amendments and supplements to the Registration Statement and Prospectus, and (h)
premiums and other costs of the Company for policies of insurance against liabilities arising out
of any public offering of the Registrable Securities being registered. Any fees and disbursements
of underwriters, broker-dealers or investment bankers, including without limitation underwriting
fees, discounts, transfer taxes or commissions, and any other fees or expenses (including legal
fees and expenses) if any, attributable to the sale of Registrable Securities, shall be payable by
each holder of Registrable Securities pro rata on the basis of the number of Registrable Securities
of each such holder that are included in a registration under this Agreement.



ARTICLE III




INDEMNIFICATION




Section 3.1 Indemnification. The Company agrees to indemnify and hold
harmless the Investor, its partners, affiliates, officers, directors, employees and duly authorized
agents, and each Person or entity, if any, who controls the Investor within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, together with the partners,
affiliates, officers, directors, employees and duly authorized agents of such controlling Person or
entity (collectively, the “Controlling Persons”), from and against any loss, claim, damage,
liability, costs and expenses (including, without limitation, reasonable attorneys’ fees and
disbursements and costs and expenses of investigating and defending any such claim) (collectively,
“Damages”), joint or several, and any action or proceeding in respect thereof to which the
Investor, its partners, affiliates, officers, directors, employees and duly authorized agents, and
any Controlling Person, may become subject under the Securities Act or otherwise, as incurred,
insofar as such Damages (or actions or proceedings in respect thereof) arise out of, or are based
upon, any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, or in any preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement relating to the Registrable Securities or arises out of, or are based upon,
any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein under the circumstances not misleading, and shall
reimburse the Investor, its partners, affiliates, officers, directors, employees and duly
authorized agents, and each such Controlling Person, for any legal and other expenses reasonably
incurred by the Investor, its partners, affiliates, officers, directors, employees and duly
authorized agents, or any such Controlling Person, as incurred, in investigating or defending or
preparing to defend against any such Damages or actions or proceedings; provided, however, that the
Company shall not be liable to the extent that any such Damages arise out of the Investor’s (or any
other indemnified Person’s) failure to send or give a copy of the final prospectus or supplement
(as then amended or supplemented) to the persons asserting an untrue statement or alleged untrue
statement or omission or alleged omission at or prior to the written confirmation of the sale of
Registrable Securities to such person if such statement or omission was corrected in such final
prospectus or supplement; provided, further, that the Company shall not be liable to the extent
that any such Damages arise out of or are based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such Registration Statement, or any such
preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance
upon and in conformity with written information furnished to the Company by or on behalf of the
Investor or any other person who participates as an underwriter in the offering or sale of such
securities, in either case, specifically stating that it is for use in the preparation thereof. In
connection with any Registration Statement with respect to which the Investor is participating, the
Investor will indemnify and hold harmless, to the same extent and in the same manner as set forth
in the preceding paragraph, the Company, each of its partners, affiliates, officers, directors,
employees and duly authorized agents of such controlling Person (each a “Company Indemnified
Person”) against any Damages to which any Company Indemnified Person may become subject under
the Securities Act, the Exchange Act or otherwise, insofar as such Damages arise out of or are
based upon (a) any untrue statement or alleged untrue statement of a material fact contained in any
Registration Statement, or in any preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement relating to the Registrable Securities or arise out of, or are based upon,
any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein under the circumstances not misleading to the extent that
such violation occurs in reliance upon and in conformity with written information furnished to the
Company by the Investor or on behalf of the Investor expressly for use in connection with such
Registration Statement, or (b) any failure by the Investor to comply with prospectus delivery
requirements of the Securities Act, the Exchange Act or any other law or legal requirement
applicable to sales under the Registration Statement.



Section 3.2 Conduct of Indemnification Proceedings. All claims for
indemnification under Section 3.1 shall be asserted and resolved in accordance with the provisions
of Section 9.02 and 9.03 of the Purchase Agreement.



Section 3.3 Additional Indemnification. Indemnification similar to that
specified in the preceding paragraphs of this Article 3 (with appropriate modifications) shall be
given by the Company with respect to any required registration or other qualification of securities
under any federal or state law or regulation of any governmental authority other than the
Securities Act. The provisions of this Article III shall be in addition to any other rights to
indemnification, contribution or other remedies which an Indemnified Party or a Company Indemnified
Person may have pursuant to law, equity, contract or otherwise.



To the extent that any indemnification provided for herein is prohibited or limited by law, the
indemnifying party will make the maximum contribution with respect to any amounts for which it
would otherwise be liable under this Article III to the fullest extent permitted by law. However,
(a) no contribution will be made under circumstances where maker of such contribution would not
have been required to indemnify the indemnified party under the fault standards set forth in this
Article III, (b) if the Investor is guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) the Investor will not be entitled to contribution from any
Person who is not guilty of such fraudulent misrepresentation, and (c) contribution (together with
any indemnification obligations under this Agreement) by the Investor will be limited in amount to
the proceeds received by the Investor from sales of Registrable Securities.



ARTICLE IV




MISCELLANEOUS




Section 4.1 No Outstanding Registration Rights. Except as otherwise disclosed
in accordance with the Purchase Agreement or in the Commission Documents, the Company represents
and warrants to the Investor that there is not in effect on the date hereof any agreement by the
Company pursuant to which any holders of securities of the Company have a right to cause the
Company to register or qualify such securities under the Securities Act or any securities or blue
sky laws of any jurisdiction.



Section 4.2 Term. The registration rights provided to the holders of
Registrable Securities hereunder, and the Company’s obligation to keep the Registration Statement
effective, shall terminate at the earlier of (a) such time that is two years following the
termination of the Purchase Agreement, (b) such time as all Registrable Securities have been issued
and have ceased to be Registrable Securities, or (c) upon the consummation of an “Excluded
Merger or Sale” as defined in the Warrant. Notwithstanding the foregoing, Section 1.1(d),
Article III, Section 4.7, Section 4.8, Section 4.9, Section 4.10 and Section 4.13 shall survive the
termination of this Agreement.



Section 4.3 Rule 144. The Company will, at its expense, promptly take such
action as holders of Registrable Securities may reasonably request to enable such holders of
Registrable Securities to sell Registrable Securities without registration under the Securities Act
within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act
(“Rule 144”), as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission. If at any time the Company is not required to file
such reports, it will, at its expense, forthwith upon the written request of any holder of
Registrable Securities, make available adequate current public information with respect to the
Company within the meaning of Rule 144(c)(2) or such other information as necessary to permit sales
pursuant to Rule 144. Upon the request of the Investor, the Company will deliver to the Investor a
written statement, signed by the Company’s principal financial officer, as to whether it has
complied with such requirements.



Section 4.4 Certificate. The Company will, at its expense, forthwith upon the
request of any holder of Registrable Securities, deliver to such holder a certificate, signed by
the Company’s principal financial officer, stating (a) the Company’s name, address and telephone
number (including area code), (b) the Company’s Internal Revenue Service identification number,
(c) the Company’s Commission file number, (d) the number of shares of each class of Stock
outstanding as shown by the most recent report or statement published by the Company, and (e)
whether the Company has filed the reports required to be filed under the Exchange Act for a period
of at least ninety (90) days prior to the date of such certificate and in addition has filed the
most recent annual report required to be filed thereunder.



Section 4.5 Amendment And Modification. Any provision of this Agreement may
be waived, provided that such waiver is set forth in a writing executed by both parties to this
Agreement. The provisions of this Agreement, including the provisions of this sentence, may be
amended, modified or supplemented, and waivers or consents to departures from the provisions hereof
may be given, with the written consent of the Investor and the Company. No course of dealing
between or among any Person having any interest in this Agreement will be deemed effective to
modify, amend or discharge any part of this Agreement or any rights or obligations of any person
under or by reason of this Agreement.



Section 4.6 Successors and Assigns; Entire Agreement. This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and permitted assigns. The Company may assign this Agreement at any
time in connection with a sale or acquisition of the Company, whether by merger, consolidation,
sale of all or substantially all of the Company’s assets, or similar transaction, without the
consent of the Investor, provided that the successor or acquiring Person or entity agrees in
writing to assume all of the Company’s rights and obligations under this Agreement. Investor may
assign its rights and obligations under this Agreement only with the prior written consent of the
Company, and any purported assignment by the Investor absent the Company’s consent shall be null
and void. This Agreement, together with the Purchase Agreement and the Warrant sets forth the
entire agreement and understanding between the parties as to the subject matter hereof and merges
and supersedes all prior discussions, agreements and understandings of any and every nature among
them.



Section 4.7 Severability. If any provision of this Agreement becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement
shall continue in full force and effect without said provision; provided that, if the severance of
such provision materially changes the economic benefits of this Agreement to either party as such
benefits are anticipated as of the date hereof, then such party may terminate this Agreement on
five (5) business days prior written notice to the other party. In such event, the Purchase
Agreement will terminate simultaneously with the termination of this Agreement.



Section 4.8 Notices. All notices, demands, requests, consents, approvals, and
other communications required or permitted hereunder shall be given in accordance with
Section 10.04 of the Purchase Agreement.



Section 4.9 Governing Law; Dispute Resolution. This Agreement shall be
construed under the laws of the State of New York.



Section 4.10 Headings. The headings in this Agreement are for convenience of
reference only and shall not constitute a part of this Agreement, nor shall they affect their
meaning, construction or effect.



Section 4.11 Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original instrument and all of which together
shall constitute one and the same instrument.



Section 4.12 Further Assurances. Each party shall cooperate and take such
action as may be reasonably requested by another party in order to carry out the provisions and
purposes of this Agreement and the transactions contemplated hereby.



Section 4.13 Absence of Presumption. This Agreement shall be construed
without regard to any presumption or rule requiring construction or interpretation against the
party drafting or causing any instrument to be drafted.



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by the
undersigned, thereunto duly authorized, as of the date first set forth above.



	 	 	 
	KINGSBRIDGE CAPITAL LIMITED

	By: /s/ Maria O’Donoghue

	 

	
 
	 	Maria O’Donoghue
	
 
	 	Director






	 	 	 




CYTOKINETICS, INCORPORATED
By: /s/ Robert Blum

                Robert Blum
                President and Chief Executive Officer
CYTOKINETICS, INCORPORATED

	By: /s/ Robert Blum
	 	 	Robert Blum
	 	 	President and Chief Executive Officer






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