INTUITIVE SURGICAL, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

INTUITIVE SURGICAL, INC.

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

NOVEMBER 14, 1997

TABLE OF CONTENTS

PAGE
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1. GENERAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.1 Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. REGISTRATION; RESTRICTIONS ON TRANSFER. . . . . . . . . . . . . . . . . . . . 3
2.1 Restrictions on Transfer . . . . . . . . . . . . . . . . . . . . . . . 3
2.2 Demand Registration. . . . . . . . . . . . . . . . . . . . . . . . . . 4
2.3 Piggyback Registrations. . . . . . . . . . . . . . . . . . . . . . . . 6
2.4 Form S-3 Registration. . . . . . . . . . . . . . . . . . . . . . . . . 7
2.5 Expenses of Registration . . . . . . . . . . . . . . . . . . . . . . . 8
2.6 Obligations of the Company . . . . . . . . . . . . . . . . . . . . . . 8
2.7 Termination of Registration Rights . . . . . . . . . . . . . . . . . . 9
2.8 Delay of Registration; Furnishing Information. . . . . . . . . . . . . 10
2.9 Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
2.10 Assignment of Registration Rights. . . . . . . . . . . . . . . . . . . 12
2.11 Amendment of Registration Rights . . . . . . . . . . . . . . . . . . . 12
2.12 Limitation on Subsequent Registration Rights . . . . . . . . . . . . . 12
2.13 "Market Stand-Off" Agreement . . . . . . . . . . . . . . . . . . . . . 13

3. COVENANTS OF THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.1 Basic Financial Information and Reporting. . . . . . . . . . . . . . . 14
3.2 Inspection Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 15
3.3 Confidentiality of Records . . . . . . . . . . . . . . . . . . . . . . 15
3.4 Proprietary Information. . . . . . . . . . . . . . . . . . . . . . . . 16
3.5 Stock Vesting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.6 Right of First Refusal . . . . . . . . . . . . . . . . . . . . . . . . 16
3.7 Visitation Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 18
3.8 Reservation of Common Stock. . . . . . . . . . . . . . . . . . . . . . 18
3.9 Termination of Covenants . . . . . . . . . . . . . . . . . . . . . . . 18

4. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.1 Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.2 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
4.3 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . 19
4.4 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.5 Amendment and Waiver . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.6 Delays or Omissions. . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.7 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.8 Attorney's Fees. . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.9 Titles and Subtitles . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.10 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
4.11 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

SCHEDULES

Schedule of Investors

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (the "Agreement") is
entered into as of the 14th day of November 1997, by and among INTUITIVE
SURGICAL, INC., a Delaware corporation (the "Company"), Xxxxxx X. Xxxxxx,
Xxxxxxxx X. Xxxx and Xxxx X. Xxxxxx (the "Founders"), and the holders of the
Company's Preferred Stock set forth on Exhibit A attached hereto. Such
holders shall be referred to hereinafter as the "Investors" and each
individually as an "Investor."

R E C I T A L S

WHEREAS, the Company proposes to sell and issue shares of its Preferred
Stock from time to time, including the sale and issuance of Series D Preferred
Stock pursuant to that certain Series D Preferred Stock Purchase Agreement dated
as of the date hereof (the "Purchase Agreement");

WHEREAS, as a condition of entering into the Purchase Agreement, the
purchaser of Series D Preferred Stock under the Purchase Agreement (the
"Purchaser") has requested that the Company extend to it registration rights and
other rights as set forth below;

WHEREAS, the Company, the Founders and those undersigned Investors holding
the Company's Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock desire to grant such rights to the Purchaser by substituting
this Agreement, to which the Purchaser is a party, for that Investors Rights
Agreement entered into as of the 20th day of December 1995 and amended on the
31st day of January 1996 and the 29th day of January 1997 by and among the
Company, the Founders and the holders of all of the then outstanding shares of
the Company's Series A Preferred Stock, Series B Preferred Stock and Series C
Preferred Stock (collectively the "Prior Agreements"); and

WHEREAS, the Company and the Investors wish to grant certain rights to and
impose certain restrictions on the Founders, as set forth below;

NOW, THEREFORE, in consideration of the mutual promises, representations,
warranties, covenants and conditions set forth in this Agreement and in the
Purchase Agreement, the parties mutually agree (i) that effective upon the
closing of the sale and issuance of the Series D Preferred Stock pursuant to the
Series D Stock Purchase Agreement, and execution of this Agreement by Investors
holding at least fifty percent (50%) of the Company's Series A Preferred Stock,
Series B Preferred Stock and Series C Preferred Stock all provisions of, rights
granted by, and covenants made in the Prior Agreements are hereby waived,
released and terminated in their entirety and shall have no further force or
effect whatsoever and (ii) as follows:

1. GENERAL

1.1 DEFINITIONS. As used in this Agreement the following terms
shall have the following respective meanings:

"Form S-3" means such form under the Securities Act as in effect on
the date hereof or any successor registration form under the Securities Act
subsequently adopted by the SEC which permits inclusion or incorporation of
substantial information by reference to other documents filed by the Company
with the SEC.

"Holder" means any Investor owning of record Registrable Securities
that have not been sold to the public or any assignee of record of such
Registrable Securities in accordance with Section 2.10 hereof.

"Register," "registered," and "registration" refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities Act, and the declaration or ordering of effectiveness of such
registration statement or document.

"Registrable Securities" means (i) Common Stock of the Company issued
or issuable upon conversion of the Shares; and (ii) any Common Stock of the
Company issued as (or issuable upon the conversion or exercise of any warrant,
right or other security which is issued as) a dividend or other distribution
with respect to, or in exchange for or in replacement of, such above-described
securities. Notwithstanding the foregoing, Registrable Securities shall not
include any securities (i) sold by a person to the public either pursuant to a
registration statement or Rule 144, or (ii) sold in a private transaction in
which the transferror's rights under Article II of this Agreement are not
assigned.

"Registrable Securities then outstanding" shall be the number of
shares determined by calculating the total number of shares of the Company's
Common Stock that are Registrable Securities and either (1) are then issued and
outstanding or (2) are issuable pursuant to then exercisable or convertible
securities.

"Registration Expenses" shall mean all expenses incurred by the
Company in complying with Sections 2.2, 2.3 and 2.4 hereof, including, without
limitation, all registration and filing fees, printing expenses, fees and
disbursements of counsel for the Company, reasonable fees and disbursements not
to exceed Ten Thousand Dollars ($10,000) of a single special counsel for the
Holders, blue sky fees and expenses and the expense of any special audits
incident to or required by any such registration (but excluding the compensation
of regular employees of the Company which shall be paid in any event by the
Company).

"SEC" or "Commission" means the Securities and Exchange Commission.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Selling Expenses" shall mean all underwriting discounts, selling
commissions and stock transfer taxes, if any, applicable to the sale of
Registrable Securities.

"Shares" shall mean shares of the Company's Series A Preferred Stock,
Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock.

2. REGISTRATION; RESTRICTIONS ON TRANSFER

2.1 RESTRICTIONS ON TRANSFER.

(a) Each Holder agrees not to make any disposition of
all or any portion of the Registrable Securities (or the Common Stock
issuable upon the conversion thereof) unless and until the transferee has
agreed in writing for the benefit of the Company to be bound by this Section
2.1, provided and to the extent such Section is then applicable and:

(i) There is then in effect a registration
statement under the Securities Act covering such proposed disposition and
such disposition is made in accordance with such registration statement; or

(ii) (A) Such Holder shall have notified the
Company of the proposed disposition and shall have furnished the Company with
a detailed statement of the circumstances surrounding the proposed
disposition, and (B) if reasonably requested by the Company, such Holder
shall have furnished the Company with an opinion of counsel, reasonably
satisfactory to the Company, that such disposition will not require
registration of such shares under the Securities Act. It is agreed that the
Company will not require opinions of counsel for transactions made pursuant
to Rule 144 except in unusual circumstances.

(iii) Notwithstanding the provisions of paragraphs
(i) and (ii) above, no such registration statement or opinion of counsel
shall be necessary for a transfer by a Holder which is (A) a partnership to
its partners or former partners in accordance with partnership interests, or
a corporation to its affiliates, (B) a corporation to its shareholders in
accordance with their interest in the corporation or (C) to the Holder's
family member or trust for the benefit of an individual Holder, provided the
transferee will be subject to the terms of this Section 2.1 to the same
extent as if he were an original Holder hereunder.

(b) Each certificate representing Shares or Registrable
Securities shall (unless otherwise permitted by the provisions of this
Agreement) be stamped or otherwise imprinted with a legend substantially
similar to the following (in addition to any legend required under applicable
state securities laws or as provided elsewhere in this Agreement and except
that the Regulation S legend shall be applied only to those securities issued
to Regulation S Purchasers):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, (THE "ACT") AND MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR
BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO
THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE
OR HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED
PURSUANT TO REGULATION S OF THE SECURITIES ACT OF 1933, AS AMENDED,
(THE "ACT") AND MAY NOT BE SOLD,

MORTGAGED, PLEDGED, HYPOTHETICATED OR OTHERWISE TRANSFERRED EXCEPT IN
ACCORDANCE THEREWITH.

(c) The Company shall be obligated to reissue promptly
unlegended certificates at the request of any holder thereof if the holder
shall have obtained an opinion of counsel (which counsel may be counsel to
the Company) reasonably acceptable to the Company to the effect that the
securities proposed to be disposed of may lawfully be so disposed of without
registration, qualification or legend. Upon removal of such legend, the
provisions of Section 2.1(a) shall no longer apply.

(d) Each Regulation S Purchaser is aware that the
Company will, and the Company agrees that the Company shall, to the extent
required by Regulation S, refuse to register any transfer of the Shares
purchased by such Regulation S Purchaser that is not made in accordance with
Regulation S.

(e) Any legend endorsed on an instrument pursuant to
applicable state securities laws and the stop-transfer instructions with
respect to such securities shall be removed upon receipt by the Company of an
order of the appropriate blue sky authority authorizing such removal.

2.2 DEMAND REGISTRATION.

2.2.1 Subject to the conditions of this Section 2.2, if
the Company shall receive at any time after the earlier of either (i) January
29, 2000 or (ii) ninety (90) days after the effective date of the
registration statement pertaining to the initial public offering of the
Company's Common Stock (the "Initial Offering"), a written request from the
Holders of at least thirty percent (30%) of the Registrable Securities then
outstanding (the "Initiating Holders") that the Company file a registration
statement under the Securities Act covering the registration of (i) at least
twenty percent (20%) of Registrable Securities or (ii) less than twenty
percent (20%) of the Registrable Securities provided such lesser percentage
of Registrable Securities have an aggregate offering price to the public of
not less than $7,500,000, then the Company shall, within thirty (30) days of
the receipt thereof, give written notice of such request to all Holders, and
subject to the limitations of this Section 2.2, shall use its best efforts to
effect, as soon as practicable, the registration under the Securities Act of
all Registrable Securities that the Holders request to be registered.

2.2.2 If the Initiating Holders intend to distribute the
Registrable Securities covered by their request by means of an underwriting,
they shall so advise the Company as a part of their request made pursuant to
this Section 2.2 and the Company shall include such information in the
written notice referred to in Section 2.2.1. In such event, the right of any
Holder to include his Registrable Securities in such registration shall be
conditioned upon such Holder's participation in such underwriting and the
inclusion of such Holder's Registrable Securities in the underwriting (unless
otherwise mutually agreed by a majority in interest of the Initiating Holders
and such Holder) to the extent provided herein. All Holders proposing to
distribute their securities through such underwriting shall enter into an
underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by a majority in interest of the Initiating
Holders (which underwriter or underwriters shall be

reasonably acceptable to the Company). Notwithstanding any other provision of
this Section 2.2, if the underwriter advises the Company in writing that
marketing factors require a limitation of the number of securities to be
underwritten (including Registrable Securities) then the Company shall so
advise all Holders of Registrable Securities which would otherwise be
underwritten pursuant hereto, and the number of shares that may be included
in the underwriting shall be allocated to the Holders of such Registrable
Securities on a pro rata basis based on the number of Registrable Securities
held by all such Holders (including the Initiating Holders). Any Registrable
Securities excluded or withdrawn from such underwriting shall be withdrawn
from the registration.

2.2.3 The Company shall not be required to effect a
registration pursuant to this Section 2.2:

(i) after the Company has effected two (2)
registrations pursuant to this Section 2.2 and such registrations have been
declared or ordered effective; or

(ii) during the period starting with the date of
filing of, and ending on the date ninety (90) days following the effective
date of the Initial Offering, provided that the Company is making reasonable
and good faith efforts to cause such registration statement to become
effective; or

(iii) if within thirty (30) days of receipt of a
written request from Initiating Holders pursuant to Section 2.2.1, the
Company gives notice to the Holders of the Company's bona fide good faith
intention to make its Initial Offering within ninety (90) days; or

(iv) if the Company shall furnish to Holders
requesting a registration statement pursuant to this Section 2.2, a
certificate signed by the Chairman of the Board stating that in the good
faith judgment of the Board of Directors of the Company, it would be
seriously detrimental to the Company and its shareholders for such
registration statement to be filed and it is therefore essential to defer the
filing of such registration statement, in which event the Company shall have
the right to defer such filing for a period of not more than ninety (90) days
after receipt of the request of the Initiating Holders; provided that such
right to delay a request shall be exercised by the Company no more than twice
in any one-year period.

2.3 PIGGYBACK REGISTRATIONS. The Company promptly shall notify
all Holders in writing of the Company's determination to file any
registration statement under the Securities Act for purposes of a public
offering of securities of the Company (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company, but excluding registration statements relating to employee benefit
plans and corporate reorganizations) and will afford each such Holder an
opportunity to include in such registration statement all or part of such
Registrable Securities held by such Holder. Each Holder desiring to include
in any such registration statement all or any part of the Registrable
Securities held by it shall, within twenty (20) days after mailing of the
above-described notice from the Company, so notify the Company in writing.
Such notice shall state the intended method of disposition of the Registrable
Securities by such Holder. If a Holder decides not to include all of its
Registrable Securities in any registration statement thereafter filed by the
Company, such Holder shall nevertheless continue to have the right to include
any Registrable Securities in any subsequent

registration statement or registration statements as may be filed by the
Company with respect to offerings of its securities, all upon the terms and
conditions set forth herein.

2.3.1 UNDERWRITING. If the registration statement under
which the Company gives notice under this Section 2.3 is for an underwritten
offering, the Company shall so advise the Holders of Registrable Securities.
In such event, the right of any such Holder to be included in a registration
pursuant to this Section 2.3 shall be conditioned upon such Holder's
participation in such underwriting and the inclusion of such Holder's
Registrable Securities in the underwriting to the extent provided herein.
All Holders proposing to distribute their Registrable Securities through such
underwriting shall enter into an underwriting agreement in customary form
with the underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of the Agreement, if the underwriter
determines in good faith that marketing factors require a limitation of the
number of shares to be underwritten, the number of shares that may be
included in the underwriting shall be allocated, first, to the Company;
second, to the Holders on a pro rata basis based on the total number of
Registrable Securities held by the Holders; and third, to any shareholder of
the Company (other than a Holder) on a pro rata basis. No such reduction
shall reduce the securities being offered by the Company for its own account
to be included in the registration and underwriting, and in no event shall
the amount of securities of the selling Holders included in the registration
be reduced below thirty percent (30%) of the total amount of securities
included in such registration, unless such offering is the Initial Offering
and such registration does not include shares of any other selling
shareholders, in which event any or all of the Registrable Securities of the
Holders may be excluded in accordance with the immediately preceding
sentence. In no event will shares of any other selling shareholder be
included in such registration which would reduce the number of shares which
may be included by Holders without the written consent of Holders of not less
than a majority of the Registrable Securities proposed to be sold in the
offering.

2.3.1.1 RIGHT TO TERMINATE REGISTRATION. The Company shall
have the right to terminate or withdraw any registration initiated or
withdraw any registration initiated by it under this Section 2.3 prior to the
effectiveness of such registration whether or not any Holder has elected to
include securities in such registration. The Registration Expenses of such
withdrawn registration shall be borne by the Company in accordance with
Section 2.5 hereof.

2.4 FORM S-3 REGISTRATION. In case the Company shall receive
from any Holder or Holders a written request or requests that the Company
effect a registration on Form S-3 (or any successor to Form S-3) or any
similar short-form registration statement and any related qualification or
compliance with respect to all or a part of the Registrable Securities owned
by such Holder or Holders, the Company will:

2.4.1 Promptly give written notice of the proposed
registration, and any related qualification or compliance, to all other
Holders of Registrable Securities; and

2.4.2 As soon as practicable, effect such registration and
all such qualifications and compliances as may be so requested and as would
permit or facilitate the sale and distribution of all or such portion of such
Holder's or Holders' Registrable Securities as are specified in such request,
together with all or such portion of the Registrable Securities of any other
Holder or Holders joining in such request as are specified in a written
request given within

twenty (20) days after mailing of such written notice from the Company;
provided, however, that the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section 2.4:

(i) if Form S-3 (or such successor or similar
form) is not available for such offering by the Holders; or

(ii) if the Holders, together with the holders of
any other securities of the Company entitled to inclusion in such
registration, propose to sell Registrable Securities and such other
securities (if any) at an aggregate price to the public of less than
$750,000; or

(iii) if the Company shall furnish to the Holders a
certificate signed by the Chairman of the Board of Directors of the Company
stating that in the good faith judgment of the Board of Directors of the
Company, it would be seriously detrimental to the Company and its
shareholders for such Form S-3 Registration to be effected at such time, in
which event the Company shall have the right to defer the filing of the Form
S-3 registration statement for a period of not more than ninety (90) days
after receipt of the request of the Holder or Holders under this Section 2.4,
provided that the Company may exercise such right only once in each 12-month
period;

(iv) after the Company has effected two (2)
registrations pursuant to this Section 2.4 in any twelve (12) month period; or

(v) in any particular jurisdiction in which the
Company would be required to qualify to do business or to execute a general
consent to service of process in effecting such registration, qualification
or compliance.

2.4.3 Subject to the foregoing, the Company shall file a
Form S-3 registration statement covering the Registrable Securities and other
securities so requested to be registered as soon as practicable after receipt
of the request or requests of the Holders.

2.5 EXPENSES OF REGISTRATION. All Registration Expenses incurred
in connection with any registration, qualification or compliance pursuant to
Section 2.2 or any registration under Section 2.3 or Section 2.4 herein shall
be borne by the Company. All Selling Expenses incurred in connection with
any registrations hereunder, shall be borne by the holders of the securities
so registered pro rata on the basis of the number of shares so registered.
The Company shall not, however, be required to pay for expenses of any
registration proceeding begun pursuant to Section 2.2 or 2.4, the request of
which has been subsequently withdrawn by the Initiating Holders unless the
withdrawal is based upon material adverse information concerning the Company
of which the Initiating Holders were not aware at the time of such request.
If the Holders are required to pay the Registration Expenses, such expenses
shall be borne by the holders of securities (including Registrable
Securities) requesting such registration in proportion to the number of
shares for which registration was requested.

2.6 OBLIGATIONS OF THE COMPANY. Whenever required to effect the
registration of any Registrable Securities, the Company shall use its best
efforts, as expeditiously as reasonably possible, to:

2.6.1 Prepare and file with the SEC a registration
statement with respect to such Registrable Securities and use its best
efforts to cause such registration statement to become effective, and, upon
the request of the Holders of a majority of the Registrable Securities
registered thereunder, keep such registration statement effective for up to
one hundred eighty (180) days or, if earlier, until the Holder or Holders
have completed the distribution related thereto.

2.6.2 Prepare and file with the SEC 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 with respect to the disposition of
all securities covered by such registration statement.

2.6.3 Furnish to the Holders such number of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Securities Act, and such other documents as they may
reasonably request in order to facilitate the disposition of Registrable
Securities owned by them.

2.6.4 Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities
or Blue Sky laws of such jurisdictions as shall be reasonably requested by
the Holders, 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 states or jurisdictions.

2.6.5 In the event of any underwritten public offering,
enter into and perform its obligations under an underwriting agreement, in
usual and customary form, with the managing underwriter(s) of such offering.
Each Holder participating in such underwriting shall also enter into and
perform its obligations under such an agreement.

2.6.6 Notify each Holder of Registrable Securities covered
by such registration statement at any time when a prospectus relating thereto
is required to be delivered under the Securities Act of the happening of any
event as a result of which the prospectus included in such registration
statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary
to make the statements therein not misleading in the light of the
circumstances then existing.

2.6.7 Furnish, at the request of a majority of the Holders
participating in the registration, on the date that such Registrable
Securities are delivered to the underwriters for sale, if such securities are
being sold through underwriters, or, if such securities are not being sold
through underwriters, on the date that the registration statement with
respect to such securities becomes effective, (i) an opinion, dated as of
such date, of the counsel representing the Company for the purposes of such
registration, in form and substance as is customarily given to underwriters
in an underwritten public offering and reasonably satisfactory to a majority
in interest of the Holders requesting registration, addressed to the
underwriters, if any, and to the Holders requesting registration of
Registrable Securities and (ii) a letter dated as of such date, from the
independent certified public accountants of the Company, in form and
substance as is customarily given by independent certified public accountants
to underwriters in an underwritten public offering and reasonably
satisfactory to a majority in interest of the Holders requesting

registration, addressed to the underwriters, if any, and if permitted by
applicable accounting standards, to the Holders requesting registration of
Registrable Securities.

2.6.8 Cause all such Registrable Securities registered
pursuant hereunder to be listed on each securities exchange on which similar
securities issued by the Company are then listed.

2.6.9 Provide a transfer agent and registrar for all
Registrable Securities registered pursuant to such registration statement and
a CUSIP number for all such Registrable Securities, in each case not later
than the effective date of such registration.

2.7 TERMINATION OF REGISTRATION RIGHTS. All registration rights
granted under this Article II shall terminate and be of no further force and
effect five (5) years after the closing of the Company's Initial Offering.
In addition, a Holder's registration rights shall expire if all Registrable
Securities held by and issuable to such Holder may be sold under Rule 144
during any ninety (90) day period.

2.8 DELAY OF REGISTRATION; FURNISHING INFORMATION.

(a) No Holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the
result of any controversy that might arise with respect to the interpretation
or implementation of this Article II.

(b) It shall be a condition precedent to the obligations
of the Company to take any action pursuant to Section 2.2, 2.3 or 2.4 that
the selling Holders shall furnish to the Company such information regarding
themselves, the Registrable Securities held by them, and the intended method
of disposition of such securities as shall be required to effect the
registration of their Registrable Securities.

2.9 INDEMNIFICATION. In the event any Registrable Securities are
included in a registration statement under Sections 2.2, 2.3 or 2.4:

2.9.1 To the extent permitted by law, the Company will
indemnify and hold harmless each Holder, the partners, officers and directors
of each Holder, any underwriter (as defined in the Securities Act) for such
Holder and each person, if any, who controls such Holder or underwriter
within the meaning of the Securities Act or the Securities Exchange Act of
1934, as amended, (the "1934 Act"), against any losses, claims, damages, or
liabilities (joint or several) to which they may become subject under the
Securities Act, the 1934 Act or other federal or state law, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any of the following statements, omissions or
violations (collectively a "Violation") by the Company: (i) any untrue
statement or alleged untrue statement of a material fact contained in such
registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii)
the omission or alleged omission to state therein a material fact required to
be stated therein, or necessary to make the statements therein not
misleading, or (iii) any violation or alleged violation by the Company of the
Securities Act, the 1934 Act, any state securities law or any rule or
regulation promulgated under the Securities Act, the 1934 Act or any state
securities law in connection with the offering covered by such registration
statement; and the Company will, as

incurred, reimburse each such Holder, partner, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided however, that the indemnity
agreement contained in this Section 2.9.1 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent
shall not be unreasonably withheld), nor shall the Company be liable in any
such case for any such loss, claim, damage, liability or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance
upon and in conformity with written information furnished expressly for use
in connection with such registration by such Holder, partner, officer,
director, underwriter or controlling person of such Holder.

2.9.2 To the extent permitted by law, each selling Holder,
if Registrable Securities held by such Holder are included in the securities
as to which such registration is being effected, will indemnify and hold
harmless the Company, each of its directors, each of its officers, each
person, if any, who controls the Company within the meaning of the Securities
Act, any underwriter and any other Holder selling securities under such
registration statement or any of such other Holder's partners, directors or
officers or any person who controls such Holder, against any losses, claims,
damages or liabilities (joint or several) to which the Company or any such
director, officer, controlling person, underwriter or other such Holder, or
partner, director, officer or controlling person of such other Holder may
become subject under the Securities Act, the 1934 Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions
in respect thereto) arise out of or are based upon any Violation, in each
case to the extent (and only to the extent) that such Violation occurs in
reliance upon and in conformity with written information furnished by such
Holder under an instrument duly executed by such Holder and stated to be
specifically for use in connection with such registration; and each such
Holder will reimburse, as incurred, any legal or other expenses reasonably
incurred by the Company or any such director, officer, controlling person,
underwriter or other Holder, or partner, officer, director or controlling
person of such other Holder in connection with investigating or defending any
such loss, claim, damage, liability or action if it is judicially determined
that there was such a Violation; provided, however, that the indemnity
agreement contained in this Section 2.9.2 shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall
not be unreasonably withheld; provided further, that in no event shall any
indemnity under this Section 2.9 exceed the gross proceeds from the offering
received by such Holder.

2.9.3 Promptly after receipt by an indemnified party under
this Section 2.9 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 2.9,
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 the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties; provided, however, that an
indemnified party shall have the right to retain its own counsel, with the
fees and expenses to be paid by the indemnifying party, if representation of
such indemnified party by the counsel retained by the indemnifying party
would be inappropriate due to actual or

potential differing 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
commencement of any such action, if materially prejudicial to its ability to
defend such action, shall relieve such indemnifying party of any liability to
the indemnified party under this Section 2.9, 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
2.9.

2.9.4 If the indemnification provided for in this Section 2.9
is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities
referred to herein, the indemnifying party, in lieu of indemnifying such
indemnified party thereunder, shall to the extent permitted by applicable law
contribute to the amount paid or payable by such indemnified party as a
result of such loss, claim, damage or liability in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the
Violation(s) that resulted in such loss, claim, damage or liability, as well
as any other relevant equitable considerations. The relative fault of the
indemnifying party and of the indemnified party shall be determined by a
court of law by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission to state a
material fact relates to information supplied by the indemnifying party or by
the indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

2.9.5 Notwithstanding the foregoing, to the extent that the
provisions on indemnification and contribution contained in the underwriting
agreement entered into in connection with the underwritten public offering
are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.

2.9.6 The obligations of the Company and Holders under this
Section 2.9 shall survive the completion of any offering of Registrable
Securities in a registration statement, and otherwise.

2.10 ASSIGNMENT OF REGISTRATION RIGHTS. The rights to cause the
Company to register Registrable Securities pursuant to this Article II may be
assigned by a Holder to a transferee or assignee of Registrable Securities
which (i) is a subsidiary, parent, general partner, limited partner or
retired partner of a Holder, (ii) is a Holder's family member or trust for
the benefit of an individual Holder, or (iii) acquires at least one hundred
thousand (100,000) shares of Registrable Securities (as adjusted for stock
splits and combinations); provided, however, (A) the transferor shall, within
ten (10) days after such transfer, furnish to the Company written notice of
the name and address of such transferee or assignee and the securities with
respect to which such registration rights are being assigned and (B) such
transferee shall agree to be subject to all restrictions set forth in this
Agreement.

2.11 AMENDMENT OF REGISTRATION RIGHTS. Any provision of this
Article II may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the Holders
of not less than fifty percent (50%) of the Registrable Securities. Any

amendment or waiver effected in accordance with this Section 2.11 shall be
binding upon each Holder and the Company. By acceptance of any benefits
under this Article II, Holders of Registrable Securities hereby agree to be
bound by the provisions hereunder.

2.12 LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS. After the date
of this Agreement, the Company shall not, without the prior written consent
of the Holders not less than fifty percent (50%) of the Registrable
Securities, enter into any agreement with any holder or prospective holder of
any securities of the Company that would grant such holder registration
rights senior to those granted to the Holders hereunder.

2.13 "MARKET STAND-OFF" AGREEMENT. If requested by a representative
of the underwriters of Common Stock (or other securities) of the Company, each
Holder and Founder shall not sell or otherwise transfer or dispose of any Common
Stock (or other securities) of the Company held by such Holder or Founder (other
than those included in the registration) for a period specified by the
representative of the underwriters, not to exceed one hundred eighty (180) days
following the effective date of a registration statement of the Company filed
under the Securities Act (the "Effective Date"), provided that:

(a) such agreement shall apply only to the Company's Initial
Offering; and

(b) all officers and directors of the Company enter into
similar agreements.

The obligations described in this Section 2.13 shall not apply to a
registration relating solely to employee benefit plans on Form S-1 or Form
S-8 or similar forms that may be promulgated in the future, or a registration
relating solely to a Commission Rule 145 transaction on Form S-4 or similar
forms that may be promulgated in the future. The Company may impose
stop-transfer instructions with respect to the shares of Common Stock (or
other securities) subject to the foregoing restriction until the end of said
one hundred eighty (180) day period.

2.14 RULE 144 REPORTING. With a view to making available to the
Holders the benefits of certain rules and regulations of the SEC which may
permit the sale of the Registrable Securities to the public without
registration, the Company agrees to use its best efforts to:

(a) Make and keep public information available, as those
terms are understood and defined in SEC Rule 144 or any similar or analogous
rule promulgated under the Securities Act, at all times after the effective
date of the first registration filed by the Company for an offering of its
securities to the general public;

(b) File with the SEC, in a timely manner, all reports and
other documents required of the Company under the Securities Act and the 1934
Act; and

(c) So long as a Holder owns any Registrable Securities,
furnish to such Holder forthwith upon request: a written statement by the
Company as to its compliance with the reporting requirements of said Rule 144
of the Securities Act, and of the Exchange Act (at any time after it has
become subject to such reporting requirements); a copy of the most recent
annual or quarterly report of the Company; and such other reports and
documents as a

Holder may reasonably request in availing itself of any rule or regulation of
the SEC allowing it to sell any such securities without registration.

3. COVENANTS OF THE COMPANY

3.1 BASIC FINANCIAL INFORMATION AND REPORTING.

3.1.1 The Company will maintain true books and records of
account in which full and correct entries will be made of all its business
transactions pursuant to a system of accounting established and administered
in accordance with generally accepted accounting principles consistently
applied, and will set aside on its books all such proper accruals and
reserves as shall be required under generally accepted accounting principles
consistently applied.

3.1.2 So long as an Investor (with its affiliates) shall own
not less than (i) two million (2,000,000) shares of Registrable Securities
(as adjusted for stock splits and combinations), (ii) two hundred thousand
(200,000) shares of Series C Preferred Stock (as adjusted for stock splits
and combinations), or (iii) two hundred thousand (200,000) shares of Series D
Preferred Stock (as adjusted for stock splits and combinations) (a "Major
Investor" which term shall include each Founder regardless of the number of
shares such Founder holds) as soon as practicable after the end of each
fiscal year of the Company, and in any event within ninety (90) days
thereafter, the Company will furnish each Major Investor a consolidated
balance sheet of the Company, as at the end of such fiscal year, and a
consolidated statement of income and a consolidated statement of cash flows
of the Company, for such year, all prepared in accordance with generally
accepted accounting principles and setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail.
Such financial statements shall be accompanied by a report and opinion
thereon by independent public accountants of national standing selected by
the Company's Board of Directors.

3.1.3 The Company will furnish each Major Investor as soon as
practicable after the end of the first, second and third quarterly accounting
periods in each fiscal year of the Company, and in any event within
forty-five (45) days thereafter, a consolidated balance sheet of the Company
as of the end of each such quarterly period, and a consolidated statement of
income and a consolidated statement of cash flows of the Company for such
period and for the current fiscal year to date, prepared in accordance with
generally accepted accounting principles, with the exception that no notes
need be attached to such statements and year-end audit adjustments may not
have been made.

3.1.4 The Company will furnish each such Major Investor (i)
at least thirty (30) days prior to the beginning of each fiscal year an
annual budget and operating plans for such fiscal year (and as soon as
available, any subsequent revisions thereto); and (ii) as soon as practicable
after the end of each month, and in any event within twenty (20) days
thereafter, a consolidated balance sheet of the Company as of the end of each
such month, and a consolidated statement of income and a consolidated
statement of cash flows of the Company for such month and for the current
fiscal year to date, including a comparison to plan figures for such period,
prepared in accordance with generally accepted accounting principles, with
the exception that no notes need be attached to such statements and year-end
audit adjustments may not have been made.

3.2 INSPECTION RIGHTS. Each Major Investor shall have the right
to visit and inspect any of the properties of the Company or any of its
subsidiaries, to discuss the affairs, finances and accounts of the Company or
any of its subsidiaries with its officers, and to review such information
regarding the Company as is reasonably requested all at such reasonable times
and as often as may be reasonably requested; provided, however, that the
Company shall not be obligated under this Section 3.2 with respect to a
competitor of the Company or with respect to information which the Board of
Directors determines in good faith is confidential and should not, therefore,
be disclosed.

3.3 CONFIDENTIALITY OF RECORDS.

3.3.1 Each Investor agrees not to use Confidential
Information (as hereinafter defined) of the Company for its own use or for
any purpose except to evaluate and enforce its equity investment in the
Company. Except as permitted under subsection (b) below, each Investor agrees
to use its best efforts not to disclose such Confidential Information to any
third parties. Each Investor shall undertake to treat such Confidential
Information in a manner consistent with the treatment of its own information
of such proprietary nature and agrees that it shall protect the
confidentiality of and use reasonable best efforts to prevent disclosure of
the Confidential Information to prevent it from falling into the public
domain or the possession of unauthorized persons. Each transferee of any
Investor who receives Confidential Information shall agree to be bound by
such provisions. For purposes of this Section, "Confidential Information"
means any information, technical data, or know-how, including, but not
limited to, the Company's licenses, research, products, software, services,
development, inventions, consultants' identities, processes, designs,
drawings, engineering, marketing, finances, or business partners disclosed by
the Company either directly or indirectly in writing, orally or by drawings
or inspection of parts or equipment.

3.3.2 Confidential Information does not include information,
technical data or know-how which (i) is in the Investor's possession at the
time of disclosure as shown by Investor's files and records immediately prior
to the time of disclosure; (ii) before or after it has been disclosed to the
Investor, it is part of the public knowledge or literature, not as a result
of any action or inaction of the Investor; (iii) is approved for release by
written authorization of Company; or (iv) is rightfully disclosed to Investor
by a third party without restriction. The provisions of this Section shall
not apply (i) to the extent that an Investor is required to disclose
Confidential Information pursuant to any law, statute, rule or regulation or
any order of any court or jurisdiction process or pursuant to any direction,
request or requirement (whether or not having the force of law but if not
having the force of law being of a type with which institutional investors in
the relevant jurisdiction are accustomed to comply) of any self-regulating
organization or any governmental, fiscal, monetary or other authority; (ii)
to the disclosure of Confidential Information to an Investor's employees,
counsel, accountants or other professional advisors; (iii) to the extent that
an Investor needs to disclose Confidential Information for the protection of
any of such Investor's rights or interest against the Company, whether under
this Agreement or otherwise; or (iv) to the disclosure of Confidential
Information to a prospective transferee of securities which agrees to be
bound by the provisions of this Section in connection with the receipt of
such Confidential Information.

3.4 PROPRIETARY INFORMATION. The Company shall require all
employees of and consultants to the Company who have access to proprietary
information of the Company to enter into agreements in the Company's standard
form providing for the protection of proprietary information and inventions.

3.5 STOCK VESTING. Unless otherwise approved by the Board of
Directors, all stock options and other stock equivalents issued after the
date of this Agreement to employees, directors, consultants and other service
providers, except with respect to the Founders, shall be subject to vesting
monthly over a four (4) year period. With respect to any shares of stock
purchased by any such person, the Company's repurchase option shall provide
that (i) upon such person's termination of employment or service with the
Company, with or without cause, the Company or its assignee (to the extent
permissible under applicable securities laws and other laws) shall have the
option to purchase at cost any unvested shares of stock held by such person,
(ii) no such stock may be transferred prior to vesting, and (iii) the sale of
all such stock shall be subject to a right of first refusal in favor of the
Company or its assignees.

3.6 RIGHT OF FIRST REFUSAL. The Company hereby grants to each
Major Investor, unless waived by the holders of at least a majority of the
shares held by the Major Investors, the right of first refusal to purchase a
pro rata share of New Securities (as defined below) that the Company may,
from time to time, propose to sell and issue. For purposes of this Section
3.6 only, the term "Major Investor" shall include Guidant Corporation
("Guidant"). The Company shall provide such information to a mutually-agreed
upon Guidant employee ("Guidant Reviewer") in connection with the exercise of
Guidant's rights under this Section 3.6, as Guidant may reasonably request.
The Company and Guidant acknowledge and agree that any information delivered
in accordance with this Section 3.6 is (i) Confidential Information, (ii)
subject to the confidentiality provisions as set forth in Section 3.3 hereof
and (iii) is to be provided to the Guidant Reviewer only and is not to be
disclosed to any other employee, agent or affiliate of Guidant. Each Major
Investor's pro rata share, for purposes of this right of first refusal, is
the ratio of (X) the number of shares of Registrable Securities then owned by
such Major Investor to (Y) the total number of shares of Common Stock of the
Company outstanding immediately prior to the issuance of the New Securities,
assuming full conversion of all shares of outstanding Preferred Stock of the
Company and exercise of all outstanding options and warrants to purchase
securities of the Company. This right of first refusal shall be subject to
the following provisions:

3.6.1 "New Securities" shall mean any offering by the Company
of any Common Stock or Preferred Stock of the Company, whether now authorized
or not, and rights, options, or warrants to purchase said Common Stock or
Preferred Stock, and securities of any type whatsoever that are, or may
become, convertible into said Common Stock or Preferred Stock; provided,
however, that "New Securities" does not include (i) securities issuable upon
conversion of the Shares; (ii) securities issued upon conversion or exchange
of currently outstanding securities, (iii) securities offered to the public
pursuant to a registration statement filed under the Securities Act; (iv)
securities issued pursuant to the acquisition of another corporation by the
Company by merger, purchase of substantially all of the assets, or other
reorganization whereby the Company owns more than 50% of the voting power of
such corporation; (v) shares of the Company's Common Stock (or related
options) issued or issuable at any time to employees, directors or
consultants of the Company, or any subsidiary, pursuant to

any employee stock offering, plan, or arrangement approved by the Board of
Directors; (vi) shares of the Company's Common Stock or Preferred Stock
issued in connection with any stock split, stock dividend, or
recapitalization by the Company; (vii) securities issued in connection with
equipment lease financings or other financings with commercial lenders;
(viii) shares of the Company's Common Stock or Preferred Stock issued in
connection with strategic transactions involving the Company and other
entities, including (A) joint ventures, manufacturing, marketing or
distribution arrangements or (B) technology transfer or development
arrangements; provided that such strategic transactions and the issuance of
shares therein, has been approved by the Company's Board of Directors.

3.6.2 In the event that the Company proposes to undertake an
issuance of New Securities, it shall give each Holder written notice of its
intention, describing the type of New Securities, the price, and the general
terms upon which the Company proposes to issue the same. Each Holder shall
have twenty (20) business days from the date of mailing of any such notice to
agree to purchase its pro rata share of such New Securities for the price and
upon the general terms specified in the notice by giving written notice to
the Company and stating therein the quantity of New Securities to be
purchased. Notwithstanding the foregoing, the Company shall not be required
to offer or sell New Securities to any Holder who would cause the Company to
be in violation of applicable federal or state securities laws by virtue of
such offer or sale.

3.6.3 In the event that any Holder fails or Holders fail to
exercise in full the right of first refusal within said twenty (20) business
day period, the Company shall give written notice of such failure to every
other Holder who gave timely notice to the Company of its exercise in full of
its first refusal rights (a "Fully Participating Holder"). Any such Fully
Participating Holder may then elect to purchase the New Securities respecting
which the Holders' rights were not exercised ("Available New Securities"), at
a price and upon general terms materially no more favorable to the purchasers
thereof than specified in the Company's notice, by notifying the Company in
writing within ten (10) business days from the date of mailing of any such
notice. In the event that the Fully Participating Holders give timely notice
of elections to purchase, in addition to their original pro rata share of the
New Securities, an aggregate of more than the Available New Securities
available, such Fully Participating Holders shall purchase that percentage of
the total of Available New Securities as each such Fully Participating
Holder's present ownership of Registrable Securities bears to the total
number of shares of all Fully Participating Holders who have given timely
notice of their election to purchase additional shares.

3.6.4 In the event (i) there are no Fully Participating
Holders or (ii) the Fully Participating Holders do not timely elect to
purchase all Available New Securities, the Company shall have one hundred and
twenty (120) days thereafter to sell (or enter into an agreement pursuant to
which the sale of Available New Securities covered thereby shall be closed,
if at all, within thirty (30) days from the date of said agreement) the
Available New Securities respecting which the Fully Participating Holders'
rights were not exercised at a price and upon general terms materially no
more favorable to the purchasers thereof than specified in the Company's
notice. In the event the Company has not sold the Available New Securities
within said one hundred and twenty (120) day period (or sold and issued
Available New Securities in accordance with the foregoing within one hundred
and twenty (120) days from the

date of said agreement), the Company shall not thereafter issue or sell any
Available New Securities without first offering such securities to the
Holders in the manner provided above.

3.6.5 The right of first refusal of each Holder under this
Section 3.6 may be transferred to any transferee who is or becomes a Holder.
For purposes of this Section 3.6, Holder includes any general partner or
affiliate of Holder. A Holder shall be entitled to apportion the right of
first refusal granted it among itself and its partners and affiliates in such
proportions as it deems appropriate.

3.6.6 Notwithstanding the foregoing, the consent of Guidant
shall be required for any amendment or waiver of this Section 3.6.

3.7 VISITATION RIGHTS. To the extent a Founder is not a member of
the board of directors, the Company shall allow one representative designated
by each of the Founders to attend all meetings of the Company's board of
directors in a nonvoting capacity, and in connection therewith, the Company
shall give such representative copies of all notices, minutes, consents and
other materials, financial or otherwise, which the Company provides to its
board of directors.

3.8 RESERVATION OF COMMON STOCK. The Company will at all times
reserve and keep available, solely for issuance and delivery upon the
conversion of the Preferred Stock, all Common Stock issuable from time to
time upon such conversion.

3.9 TERMINATION OF COVENANTS. All covenants of the Company
contained in Article III of this Agreement shall expire and terminate as to
each Investor and the Founders on the Effective Date of the Company's first
firm commitment underwritten public offering registered under the Securities
Act.

4. MISCELLANEOUS

4.1 GOVERNING LAW. This Agreement shall be governed by and
construed under the laws of the State of California as applied to agreements
among California residents entered into and to be performed entirely within
California.

4.2 SURVIVAL. The representations, warranties, covenants, and
agreements made herein shall survive any investigation made by any Holder and
the closing of the transactions contemplated hereby. All statements as to
factual matters contained in any certificate or other instrument delivered by
or on behalf of the Company pursuant hereto in connection with the
transactions contemplated hereby shall be deemed to be representations and
warranties by the Company hereunder solely as of the date of such certificate
or instrument.

4.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly
provided herein, the provisions hereof shall inure to the benefit of, and be
binding upon, the successors, assigns, heirs, executors, and administrators
of the parties hereto and shall inure to the benefit of and be enforceable by
each person who shall be a holder of Registrable Securities from time to
time; provided, however, that prior to the receipt by the Company of adequate
written notice of the transfer of any Registrable Securities specifying the
full name and address of the transferee, the Company may deem and treat the
person listed as the holder of such shares in its records as the

absolute owner and holder of such shares for all purposes, including the
payment of dividends or any redemption price.

4.4 SEVERABILITY. In case any provision of the Agreement shall
be invalid, illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

4.5 AMENDMENT AND WAIVER.

4.5.1 Except as otherwise expressly provided, this
Agreement may be amended or modified only upon the written consent of the
Company and the holders of not less than fifty percent (50%) of the
Registrable Securities.

4.5.2 Except as otherwise expressly provided, the
obligations of the Company and the rights of the Holders under this Agreement
may be waived only with the written consent of the holders of not less than
fifty percent (50%) of the Registrable Securities.

4.5.3 Notwithstanding the foregoing, subject to Section
2.12, this Agreement may be amended with only the written consent of the
Company to modify Exhibit A to include additional purchasers of Shares as
"Investors," "Holders" and parties hereto.

4.5.4 Notwithstanding the foregoing, the consent of the
Founder shall be required for any amendment or waiver of this Agreement which
materially increases such Founder's obligations or diminishes such Founder's
rights hereunder.

4.6 DELAYS OR OMISSIONS. It is agreed that no delay or omission
to exercise any right, power, or remedy accruing to any Holder, upon any
breach, default or noncompliance of the Company under this Agreement shall
impair any such right, power, or remedy, nor shall it be construed to be a
waiver of any such breach, default or noncompliance, or any acquiescence
therein, or of any similar breach, default or noncompliance thereafter
occurring. It is further agreed that any waiver, permit, consent, or
approval of any kind or character on any Holder's part of any breach, default
or noncompliance under the Agreement or any waiver on such Holder's part of
any provisions or conditions of this Agreement must be in writing and shall
be effective only to the extent specifically set forth in such writing. All
remedies, either under this Agreement, by law, or otherwise afforded to
Holders, shall be cumulative and not alternative.

4.7 NOTICES. All notices required or permitted hereunder shall
be in writing and shall be deemed effectively given: (i) upon personal
delivery to the party to be notified, (ii) when sent by confirmed telex or
facsimile if sent during normal business hours of the recipient; if not, then
on the next business day, (iii) five (5) days after having been sent by
registered or certified mail, return receipt requested, postage prepaid, or
(iv) one (1) day after deposit with a nationally recognized overnight
courier, having specified next day delivery, with written verification of
receipt. All communications shall be sent to the Company or a Founder at the
address as set forth on the signature page hereof and to the Investors at the
address set forth on the Schedule of Investors or at such other address as
any party may designate by ten (10) days advance written notice to the other
parties hereto.

4.8 ATTORNEY'S FEES. In the event that any dispute among the
parties to this Agreement should result in litigation, the prevailing party
in such dispute shall be entitled to recover from the losing party all fees,
costs and expenses of enforcing any right of such prevailing party under or
with respect to this Agreement, including without limitation, such reasonable
fees and expenses of attorneys and accountants, which shall include, without
limitation, all fees, costs and expenses of appeals.

4.9 TITLES AND SUBTITLES. The titles of the sections and
subsections of this Agreement are for convenience of reference only and are
not to be considered in construing this Agreement.

4.10 COUNTERPARTS. This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument.

4.11 ENTIRE AGREEMENT. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subjects hereof. The Prior Agreements are hereby amended and restated in
their entirety by this Agreement and the Company, the Founders and the
Investors agree that this Agreement shall supersede and replace the rights
and obligations of the Company, the Founders and the Investors granted to
them under the Prior Agreements.

IN WITNESS WHEREOF, the parties hereto have executed this Amended and
Restated Investor Rights Agreement as of the date set forth in the first
paragraph hereof.

COMPANY: INVESTORS:

INTUITIVE SURGICAL, INC. XXXXXXXX VIII
a California Limited Partnership
By: Xxxxxxxx VIII Management, L.L.C.
a Delaware Limited Liability
By: /s/ Xxxxxx X. Xxxxx Company, its General Partner
-----------------------------
Xxxxxx X. Xxxxx
Chief Executive Officer
By:/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Its:
----------------------------------------
FOUNDERS:

XXXXXXXX X. XXXX XXXXXXXX ASSOCIATES FUND II
a California Limited Partnership

/s/ Xxxxxxxx X. Xxxx
--------------------------------
By:/s/ Xxxxxx X. Xxxxxx
-----------------------------------------
Its:
----------------------------------------
XXXXXX X. XXXXXX

SIERRA VENTURES V, L.P.
By: SV Associates V, L.P.,
/s/ Xxxxxx X. Xxxxxx its General Partner
--------------------------------

XXXX X. XXXXXX

By:/s/ Petri X. Xxxxxx
-----------------------------------------
Petri X. Xxxxxx, General Partner
/s/ Xxxx X. Xxxxxx
--------------------------------

XXXXX X. XXXXXX

/s/ Xxxxx X. Xxxxxx
--------------------------------------------

GC&H INVESTMENTS

By:/s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx, Executive Partner

XXXXX XXXXXXXX

/s/ Xxxxx Xxxxxxxx
---------------------------------------------

GUIDANT CORPORATION

By:/s/ Xxx Xxxxxxx
------------------------------------------
Xxx Xxxxxxx, Vice President

RWI GROUP, L.P.

By:/s/ Xxxxxx X. Xxxxx
------------------------------------------
Xxxxxx X. Xxxxx

XXXXXXX X. XXXXXX, TRUSTEE FOR THE
XXXXXX LIVING TRUST DATED 08/20/87

By:/s/ Xxxxxxx X. Xxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxx, Trustee

XXXX X. BROOKE

/s/ Xxxx X. Xxxxxx
---------------------------------------------

STANFORD UNIVERSITY

By:/s/ Xxxxx Xxxxxx
------------------------------------------
Its: Assistant Secretary

XXXXXX X. XXXXXXX AND XXXXXXXXX X.
XXXXXXX TTEES OF THE XXXXXXX
FAMILY TRUST

By:/s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx, Trustee

XXXXXX XXXX

/s/ Xxxxxx Xxxx
---------------------------------------------

XXXXXX X. XXXXXXXX

/s/ Xxxxxx X. Xxxxxxxx
---------------------------------------------

XXXXX XXXXXXXXX

/s/ Xxxxx Xxxxxxxxx
---------------------------------------------

XXXXXXX XXXXXXX

/s/ Xxxxxxx Xxxxxxx
---------------------------------------------

XXXXXX XXXXXXX VENTURE PARTNERS III, L.P.

By: Xxxxxx Xxxxxxx Venture Partners
III, L.L.C.
Its General Partner
By: Xxxxxx Xxxxxxx Venture Capital III, Inc.
Institutional Managing Member

By:/s/ Xxxxx Xxxxxxx
------------------------------------------
Its: General Partner
-----------------------------------------

XXXXXX XXXXXXX VENTURE INVESTORS III, L.P.

By: Xxxxxx Xxxxxxx Venture Partners
III, L.L.C.
Its General Partner
By: Xxxxxx Xxxxxxx Venture Capital III, Inc.
Institutional Managing Member

By:/s/ Xxxxx Xxxxxxx
------------------------------------------
Its: General Partner
-----------------------------------------

PATMARK COMPANY, INC.

By:/s/ Xxxxx X. Van Xx Xxxxx
------------------------------------------
Its: President
-----------------------------------------

HUNTERSVILLE ROAD INVESTORS L.P.

By: /s/ W. August Xxxxxxxxxxx
------------------------------------------
Its:
-----------------------------------------

WESTWOOD ASSOCIATES, L.P.

By:
------------------------------------------
Its:
-----------------------------------------

PRICE BROTHERS INVESTMENT PARTNERSHIP

By: Price Brothers Investment Corp.,
its General Partner

By:/s/ Xxxx Xxxxx
------------------------------------------
Its: Vice President
-----------------------------------------

ROSE REVOCABLE TRUST

By:/s/ G. Xxxx Xxxx
------------------------------------------
Its: Trustee
-----------------------------------------

XXXXX X. XXXXXXX AND XXXXX X. XXXXXXX,
TRUSTEES OF THE XXXXXXX FAMILY TRUST
D/T/D 4/15/91

By:/s/ Xxxxx X. Xxxxxxx
------------------------------------------
Xxxxx X. Xxxxxxx, Trustee

XXXX XXXXXXX

/s/ Xxxx Xxxxxxx
---------------------------------------

XXXXX XXXXXXX

/s/ Xxxxx Xxxxxxx
---------------------------------------

XXXXXX XXXXXX

/s/ Xxxxxx Xxxxxx
---------------------------------------

XXXXXXXX XXXXXX

/s/ Xxxxxxxx Xxxxxx
---------------------------------------

XXXXXXX XXXXX

/s/ Xxxxxxx Xxxxx
---------------------------------------

XXXXX XXXXX

/s/ Xxxxx Xxxxx
---------------------------------------

STAR BAY PARTNERS, L.P.,
a California Limited Partnership

By: APH Capital Management LLC,
a California Limited Liability
Company,
its General Partner

By: Levensohn Capital Management LLC,
a California Limited Liability
Company,
its Managing Member

By: /s/ Pascal N. Levnsohn
-----------------------------------
Xxxxxx X. Xxxxxxxxx
Managing Member

TRIAXIS TRUST AG

By: /s/ H.P. Xxxx
-----------------------------------
Its: Chairman
----------------------------------

BANK XXXXXX XXXX & CO. LTD.

By: /s/ M. Jukotic /s/ X. Xxxxxx
-----------------------------------
Its: Dep. Member Vice President
----------------------------------

CBG COMPAGNIE BANCAIRE GENEVE

By: /s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxx
------------------------------------
Its: Vice President Mandatory
------------------------------------

XXXXXXX X. XXXX

/s/ Xxxxxxx X. Xxxx
---------------------------------------

N. XXXXX XXXX

/s/ N. Xxxxx Xxxx
---------------------------------------

XXXXXXX X. XXXXX

/s/ Xxxxxxx X. Xxxxx
---------------------------------------

XXXXXX X. XXXXXX

/s/ Xxxxxx X. Xxxxxx
---------------------------------------

XXXXXX X. XXXXX, XX.

/s/ Xxxxxx X. Xxxxx, Xx.
---------------------------------------

XXXX X. XXXXXXXXXX

/s/ Xxxx X. Xxxxxxxxxx
---------------------------------------

R. XXXXX XXXX

/s/ R. Xxxxx Xxxx
---------------------------------------

INSURANCE COMPANY SUPPORTED
ORGANIZATIONS PENSION PLAN

By:
-----------------------------------
Its:
-----------------------------------

BK CAPITAL PARTNERS, IV, L.P.

By: Xxxxxxx X. Xxxx & Associates, L.P.
Its General Partner

By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------------
Its: Managing Director
----------------------------------

PRISM PARTNERS I, L.P.

By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------
Its: Managing General Partner
----------------------------------

XXXXXXX X. XXXX & ASSOCIATES, L.P.

By: /s/ Xxxx X. Xxxxxxxxxx
-----------------------------------
Its: Managing Director
----------------------------------

XXXXXXX X. XXXXX

/s/ Xxxxxxx X. Xxxxx
---------------------------------------

SCHEDULE OF INVESTORS

Series A Series B Series C Series D
Name and Address Preferred Preferred Preferred Preferred

-------------------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------------------

Xxxxxxxx VIII 2,565,000 --- 912,000 337,630
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: A. Xxxxx Xxxxxxxx, III
Attn: Xxxxxxx X. Xxxxxx

Xxxxxxxx Associates Fund II 135,000 --- 48,000 17,770
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: A. Xxxxx Xxxxxxxx, III
Attn: Xxxxxxx X. Xxxxxx

Sierra Ventures V, L.P. 2,300,000 --- 600,000 125,000
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Attn: Petri X. Xxxxxx

Xxxxxxxx X. Xxxx 150,000 --- --- ---
X.X. Xxx 000000
Xxxxxxxx, XX 00000

Xxxxxx X. Xxxxxx 100,000 --- --- ---
000 Xxxxxxxxx Xxxxx
Xxxxxxx Xxxxxx, XX 00000

Xxxx X. Xxxxxx and Xxxxx X. 50,000 --- --- ---
Xxxxxx, Trustees of the Xxxxxx/
Xxxxxx Living Trust Dated February 8, 1991
00 Xxxxxxxxx Xxxxxx
Xxxxxxxx, XX 00000

Xxxxxxx X. Xxxxxx, Trustee 25,000 --- --- ---
for the Xxxxxx Living Trust
dated 08/20/87
0000 Xxxxxx Xxxxx
Xxxx Xxxx, XX 00000

Xxxx X. Xxxxxx 25,000 --- --- ---
Xxxxx Xxxx Xxxx
Xxxxxx Xxxx, XX 00000

SCHEDULE OF INVESTORS

Series A Series B Series C Series D
Name and Address Preferred Preferred Preferred Preferred

Stanford University 25,000 --- --- ---
c/o Stanford Management Company
0000 Xxxx Xxxx Xxxx
Xxxxx Xxxx, XX 00000
Attn: Xxxxx Xxxxxx

GC&H Investments 20,000 --- 10,000 ---
Xxx Xxxxxxxx Xxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, XX 00000

Xxxxxx X. Xxxxxxx and Xxxxxxxxx X. Xxxxxxx 20,000 --- 10,000 ---
TTEES of the Xxxxxxx Family Trust
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000

Xxxxx X. Xxxxxxx & Xxxxx X. Xxxxxxx 20,000 --- --- ---
Trustees of the Xxxxxxx Family Trust
D/T/D 4/15/91
00000 Xxxxxxxx Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000

Xxxxxx X. Xxxxxxxx 7,500 --- --- ---
000 Xxxxxxx Xxxxxx Xxxxxxx
Xxxxxxx, XX 00000

Guidant Corporation --- 470,000 290,000 ---
c/o Origin Medsystems, Inc.
000 Xxxxxxxxxxxx Xxxxx
Xxxxx Xxxx, XX 00000
Attn: Xxx Xxxxxxx

Xxxxx X. Xxxxxx --- --- 1,200,000 116,000
c/o Lozier Corporation
0000 Xxxxxxxx Xxxxx
Xxxxx, XX 000000

RWI Group, L.P. --- --- 100,000 ---
00x Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx

SCHEDULE OF INVESTORS

Series A Series B Series C Series D
Name and Address Preferred Preferred Preferred Preferred

Xxxxx Xxxxxxxx --- --- 5,000 ---
c/o Synergy Partners International
0000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000

Xxxxxx Xxxx --- --- 5,000 ---
c/o Synergy Partners International
0000 Xx Xxxxxx Xxxx, Xxxxx 000
Xxxxx Xxxx, XX 00000

Xxxxxxx X. Xxxxxxx --- --- 4,000 ---
0000 00xx Xxxxxx Xxxx
Xxxxxxx, XX 00000

Xxxxx X. Xxxxxxxxx --- --- 1,000 ---
0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000

Xxxxxx Xxxxxxx Venture --- --- 1,368,600 ---
Partners III, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxx X. Xxxx

Xxxxxx Xxxxxxx Venture --- --- 131,400 ---
Investors III, L.P.
0000 Xxxx Xxxx Xxxx
Xxxxxxxx 0, Xxxxx 000
Xxxxx Xxxx, XX 00000
Attn: Xxxx X. Xxxx

PaTMarK Company, Inc. --- --- 1,000,000 37,500
c/x Xxxxxxxxxxx Industries, Inc.
000 Xxxxx Xxxxx, 00 Xxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx

Huntersville Road Investors L.P. --- --- 250,000 87,500
c/x Xxxxxxxxxxx Industries, Inc.
000 Xxxxx Xxxxx, 00 Xxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx

SCHEDULE OF INVESTORS

Series A Series B Series C Series D
Name and Address Preferred Preferred Preferred Preferred

Rose Revocable Trust --- --- --- 28,600
c/o Goldman, Xxxxx & Co.
000 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xx 00000
Attn: G. Xxxx Xxxx

Westwood Associates, L.P. --- --- 33,000 ---
c/x Xxxxxxxxxxx Industries, Inc.
000 Xxxxx Xxxxx, 00 Xxxx
Xxxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxx

Price Brothers Investment Partnership --- --- 12,000 ---
0000 Xxxxx Xxxxxx, #0000
Xxxxxxx, XX 00000
Attn: Xxxx Xxxxx

Xx. Xxxx Xxxxxxx --- --- 10,000 ---
Xxx. Xxxxx Xxxxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

Xx. Xxxxxx Xxxxxx --- --- 5,000 ---
Xxx. Xxxxxxxx Xxxxxx
0000 Xxxx Xxxxxx, Xxx. 0X
Xxx Xxxx, XX 00000

Xx. Xxxxxxx Xxxxx --- --- 5,000 ---
Xxx. Xxxxx Xxxxx
000 Xxxx 00xx Xxxxxx, Xxx. 0X
Xxx Xxxx, XX 00000

Star Bay Partners, L.P. --- --- --- 375,000
c/o Levensohn Capital Management
00 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxxxx X. Xxxxxxxxx

Triaxis Trust AG --- --- --- 212,500
Xxxxxxxxxxxxxx 0
0000 Xxxxxxx
Attn: Xxxx-Xxxxx Xxxx

SCHEDULE OF INVESTORS

Series A Series B Series C Series D
Name and Address Preferred Preferred Preferred Preferred

Bank Xxxxxx Xxxx & Co. Ltd. --- --- --- 162,500
Xxxxxxxxxxxxxxx 00
0000 Xxxxxxx
Xxxxxxxxxxx
Attn: Xxxxx Xxxxxx

CBG Compagnie Bancaire Geneve --- --- --- 125,000
Avenue de Rumine 20
Xxxx xxxxxxx 000
XX-0000 XXXXXXXX
Xxxxxxxxxxx
Attn: Xxxxxxx Xxxx

Insurance Company Supported --- --- --- 75,000
Organizations Pension Plan
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

BK Capital Partners IV, L.P. --- --- --- 187,500
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

Prism Partners I, L.P. --- --- --- 62,500
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

Xxxxxxx X. Xxxx & Associates, L.P. --- --- --- 120,625
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

Xxxxxxx X. Xxxx --- --- --- 18,750
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

SCHEDULE OF INVESTORS

Series A Series B Series C Series D
Name and Address Preferred Preferred Preferred Preferred

N. Xxxxx Xxxx --- --- --- 8,750
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

Xxxxxxx X. Xxxxx --- --- --- 2,500
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

Xxxxxxx X. Xxxxx --- --- --- 18,750
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

Xxxxxx X. Xxxxxx --- --- --- 1,250
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

Xxxxxx X. Xxxxx, Xx. --- --- --- 625
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

Xxxx X. Xxxxxxxxxx --- --- --- 2,500
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

R. Xxxxx Xxxx --- --- --- 1,250
c/o Xxxxxxx X. Xxxx & Associates, L.P.
000 Xxxxxxxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxxxx, XX 00000

TOTAL 5,442,500 470,000 6,000,000 2,125,000

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INTUITIVE SURGICAL, INC. AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

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