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

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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/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
	NEW INVESTORS:
	/s/  ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Signature
	▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
	NEW INVESTORS:
	/s/  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Signature
	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
	NEW INVESTORS:
	/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Signature
	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Print Name
	Five Point, LLC Print Name of Entity (if not natural person)
	Sole Member Title of Signatory (if on behalf of entity)
	INVESTORS:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
	NEW INVESTORS:
	/s/  ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III Signature
	▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ III Print Name
	Print Name of Entity (if not natural person)
	Title of Signatory (if on behalf of entity)
	INVESTORS:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Chief Executive Officer
	NEW INVESTORS:
	Anthem Capital II, L.P.
		By: Anthem Capital Partners, LLC
		Its: General Partner
	By:	/s/  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
	Title: Manager
	INVESTORS:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, 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:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, 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:
	▇▇▇▇▇▇▇ Biotechnology Capital Fund, L.P.
	By:	▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:	/s/  G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing Member

[COUNTERPART SIGNATURE PAGE TO
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT, AS AMENDED]

	▇▇▇▇▇▇▇ Diagnostics Capital Fund, L.P.
	By:		▇▇▇▇▇▇▇ & Company LLC, its general partner
	By:		/s/  G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ G. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Managing Manager Chief Executive Officer
	▇▇▇▇▇▇▇▇ Partners III, L.P.
	By:		▇▇▇▇▇▇▇▇ Partners III LLC, its general partner
	By:		/s/  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: CEO
	▇▇▇▇▇▇▇▇ Associates III, L.P.
	By:		▇▇▇▇▇▇▇▇ Partners III, LLC, its general partner
	By:		/s/  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: CEO
	▇▇▇▇▇▇▇▇ Foreign Partners III, L.P.
	By:		▇▇▇▇▇▇▇▇ Partners III, LLC, its general partner
	By:		/s/  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: CEO
	▇▇▇▇▇▇▇▇ MedTech Partners, L.P.
	By:		▇▇▇▇▇▇▇▇ MedTech Partners, LLC, its general partner
	By:		/s/  ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Chief Executive Officer

[COUNTERPART SIGNATURE PAGE TO
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT, AS AMENDED]

	LHC Corporation
	By:	/s/  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Executive Vice President
	MDS Life Sciences Technology Fund Limited Partnership
	By:	MDS Life Sciences Technology Fund (GP) Inc., its general partner
	By:	/s/  ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Vice-President
	By:	/s/  GRAYSANNE ▇▇▇▇▇▇ Name: Graysanne ▇▇▇▇▇▇ Title: Assistant Secretary
	MDS Life Sciences Technology Fund USA, L.P.
	By:	MDS Capital USA (GP) Inc., its general partner
	By:	/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Director and Secretary
	By:	/s/  ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Director
	MDS Life Sciences Technology Barbados Investment Trust
	By:	Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Trustee
	By:	/s/  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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/  ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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/  ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director
	TL Ventures III Interfund L.P.
	By:	TL Ventures III LLC, its general partner
	By:	/s/  ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ 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/  ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, 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/  ▇▇▇▇▇▇▇▇ COOL ▇▇▇▇▇▇▇▇ Cool, Manager
	▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ 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/  ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ 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 ▇. ▇▇▇▇▇▇▇▇ Name: Doras ▇. ▇▇▇▇▇▇▇▇, M.D. Title: Chairman, Dept. Thoracic & Cardiovascular Surgery
	EquityFourLife (Bahamas) Ltd.
	By:	/s/  PACHRIDEE ▇. ▇▇▇▇▇ Name: Pachridee ▇. ▇▇▇▇▇ Title: Director
	/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	/s/  ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Ph.D.
	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇, as joint tenants by the entireties
	By:	/s/  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
	By:	/s/  ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇▇

[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