AMENDMENT NO. 3 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 10.13

AMENDMENT NO. 3 TO

TENTH AMENDED AND RESTATED

INVESTOR RIGHTS AGREEMENT

THIS AMENDMENT NO. 3 TO TENTH AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”), entered into on October 2, 2006, among ALSIUS CORPORATION, a California corporation (the “Company”), and the undersigned investors in the Company (the “Investors”).

RECITALS:

A. Certain of the Investors hold shares of the Company’s Common Stock, Series A, Series B, Series C-D, Series E and/or Series F Preferred Stock and possess registration rights, information rights, rights of first refusal, and other rights pursuant to that certain Tenth Amended and Restated Investor Rights Agreement, dated as of September 2, 2004, among the Company, such Investors and certain other shareholders of the Company (the “Original Agreement”).

B. The Tenth Restated Agreement was amended on April 13, 2006 (the “First Amendment”) and on August 18, 2006 (the “Second Amendment” and together with the Original Agreement and the First Amendment, the “Tenth Restated Agreement”)

C. On or about the date hereof, in connection with a bridge financing (the “Bridge Financing”), the Company is issuing a series of 8% Unsecured Convertible Promissory Notes (the “Bridge Notes”) and warrants to purchase Common Stock of the Company (the “Warrants”).

D. It is a condition to the closing of the Bridge Financing that this Amendment be executed by the parties hereto, and the parties are willing to execute, and to be bound by the provisions of, this Amendment.

E. The undersigned Investors desire to amend the definitions of “2006 Bridge Notes” and “Warrants” under Section 1.1 of the Tenth Restated Agreement to include the shares of stock issuable upon conversion of the Bridge Notes and exercise of the Warrants.

F. The Investors executing this Amendment hold a majority of the shares held by all Investors who are a party to the Tenth Restated Agreement and sixty percent (60%) of the shares of Series C-D, Series E and Series F Preferred Stock or Common Stock issuable upon conversion thereof, and therefore have the power under Section 3.6 of the Tenth Restated Agreement to amend such agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the parties to the Tenth Restated Agreement hereby agree that the Tenth Restated Agreement shall be amended as follows:

1. Revised Definition of 2006 Bridge Notes in Section 1.1. The undersigned Investors hereby agree that the definition of 2006 Bridge Notes, which was added to Section 1.1 of

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the Original Agreement by the First Amendment and amended by the Second Amendment, shall be deleted in its entirety and replaced with the following:

“2006 Bridge Notes” means the convertible promissory notes made by the Company, dated April 13, 2006, August 18, 2006, October 2, 2006 and such other dates as promissory notes may be made by the Company in connection with bridge financings of the Company of approximately $8,700,000 or such increased amount as unanimously approved by the Board of Directors.”

2. Revised Definition of “Warrants in Section 1.1.” The undersigned Investors hereby agree that the definition of “Warrants” in Section 1.1 of the Tenth Restated Agreement shall be deleted in its entirety and replaced with the following:

““Warrants” means those certain warrants to purchase Common Stock of the Company (i) dated April 30, 2003, issued to the initial purchasers of the Bridge Notes and (ii) dated April 13, 2006, August 18, 2006, October 2, 2006 and such other dates on which warrants may be issued to the initial purchasers of the 2006 Bridge Notes.”

3. Remainder of Tenth Restated Agreement Unchanged. Except as amended by this Amendment, the Tenth Restated Agreement shall otherwise remain in full force and effect.

4. Governing Law. This Amendment shall be governed by and construed under the laws of the State of California, without regard to its conflicts of laws provisions.

5. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

6. Facsimile Signatures. This Amendment may be executed and delivered by facsimile and upon such delivery, the facsimile signature will be deemed to have the same effect as if the original signature had been delivered to the other parties. The original signature copy shall be delivered to the other parties by mail. The failure to deliver the original signature copy and/or the non-receipt of the original signature copy shall have no effect upon the binding and enforceable nature of this Amendment.

IN WITNESS WHEREOF, the undersigned Investors and the Company have executed this Amendment as of the day and year first above written.

ALSIUS CORPORATION, a California corporation
By		/s/ Xxxxxxx X. Xxxxxxx
		Xxxxxxx X. Xxxxxxx President and Chief Executive Officer

Address: 00000 Xxxxxx Xxxxxx Xxxx, Xxxxx 000 Xxxxxx, XX 00000-0000

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XXXXXXXX VIII
By:		/s/ X.X. Xxx Xxxxx
Name:		Xxxxxxx X. Xxx Xxxxx
Title:		Managing Director

Address:  0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000

XXXXXXXX ASSOCIATES FUND III
By:		/s/ X.X. Xxx Xxxxx
Name:		Xxxxxxx X. Xxx Xxxxx
Title:		Managing Director

Address:  0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000

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FEVER TRUST
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Administrative Trustee

Address:  0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000

FEVER TRUST II
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Administrative Trustee

Address:  0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000

FEVER TRUST III
By:		/s/ Xxxxx Xxxx
Name:		Xxxxx Xxxx
Title:		Administrative Trustee

Address:  0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000

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XXXXXX LIVING TRUST

By:

Name: 

Title: 

Address:  0 Xxxxxxxx Xxxxxx Xxxxxxxx, XX 00000

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NEW ENTERPRISE ASSOCIATES VII, L.P.
By:		NEA Partners VII, Limited Partnership Its General Partner
By:		/s/ C. Xxxxxxx Xxxxxxxx
Name:		C. Xxxxxxx Xxxxxxxx
Title:		General Partner

Address:  0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000

NEA PRESIDENTS FUND, L.P.
By:		NEA General Partners, L.P. Its General Partner
By:		/s/ C. Xxxxxxx Xxxxxxxx
Name:		C. Xxxxxxx Xxxxxxxx
Title:		General Partner

Address:  0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000

NEA VENTURES 1997, LIMITED PARTNERSHIP
By:		/s/ Xxxxx Xxxxxxxxx
Name:		Xxxxx Xxxxxxxxx
Title:		Vice President

Address:  0000 Xxxx Xxxx Xxxx Xxxxx Xxxx, XX 00000

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SIGHTLINE HEALTHCARE FUND II, L.P.
By:		/s/ Arch X. Xxxxx
Name:		Arch X. Xxxxx
Title:		Managing Director

Address: 00 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxxxxxx, XX 00000

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VERTICAL FUND I, L.P.
By		Vertical Group, L.P., General Partner
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		General Partner

Address: 00 XxXxxxxx Xxxxxx Xxxxxx, XX 00000

VERTICAL FUND II, L.P.
By		Vertical Group, L.P., General Partner
By:		/s/ Xxxx X. Xxxxxxxx
Name:		Xxxx X. Xxxxxxxx
Title:		General Partner

Address: 00 XxXxxxxx Xxxxxx Xxxxxx, XX 00000

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MPM BIOVENTURES II, L.P.
By:		MPM Asset Management II, L.P., its General Partner
By:		MPM Asset Management II LLC, its General Partner
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Investment Manager

Address: 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000

MPM BIOVENTURES II-QP, L.P.
By:		MPM Asset Management II, L.P., its General Partner
By:		MPM Asset Management II, LLC, its General Partner
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Investment Manager

Address: 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000

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MPM BIOVENTURES GMBH & CO. PARALLEL-BETEILIGUNGS KG
By:		MPM Asset Management II, L.P., in its capacity as the Special Limited Partner
By:		MPM Asset Management II LLC, its General Partner
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Investment Manager

Address: 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000

MPM ASSET MANAGEMENT INVESTORS 2000 B LLC
By:		/s/ Xxxx X. Xxxxxxx
Name:		Xxxx X. Xxxxxxx
Title:		Investment Manager

Address: 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxxxxx, XX 00000

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CHANNEL MEDICAL PARTNERS, L.P.
By:		/s/ Xxxxx Xxxxxxx Xxxxxxx
Name:		Xxxxx Xxxxxxx Xxxxxxx
Title:		Principal

Address:		0000 Xxx Xxxxxxx Xxxx, Xxxxx 000
		Xxxxxx, XX 00000

XXXX VENTURES, L.P.

By:

Name:

Title:

Address: Fountain Place 0000 Xxxx xx Xxxxx Xxxxxx, XX 00000-0000

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CANAAN EQUITY II L.P.
By:		Canaan Equity Partners II LLC
By:		/s/ Xxx X. Xxxxx
		Member/Manager

Address:		000 Xxxxxxxx Xxxxxx
		Xxxxxxxx, XX 00000

CANAAN EQUITY II L.P. (QP)
By:		Canaan Equity Partners II LLC
By:		/s/ Xxx X. Xxxxx
		Member/Manager

Address:		000 Xxxxxxxx Xxxxxx
		Xxxxxxxx, XX 00000

CANAAN EQUITY II ENTREPRENEURS LLC
By:		Canaan Equity Partners II LLC
By:		/s/ Xxx X. Xxxxx
		Manager

Address:		000 Xxxxxxxx Xxxxxx
		Xxxxxxxx, XX 00000

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CYCAD GROUP, LLC
By:		/s/ K. Xxxxxxx Xxxxxx
Name:		K. Xxxxxxx Xxxxxx
Title:		President and Managing Director

Address:		0000 Xxxxxxxxxxx Xxx., Xxxxx 000
		X.X. XXX 0000
		Xxxxxxxxxxx, XX 00000

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