THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT

EXHIBIT 2.10

THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT

This THIRD AMENDMENT TO ASSET PURCHASE AGREEMENT (“Amendment”), effective as of this 19th day of December, 2001, by and between XXXXXX HEALTHCARE CORPORATION, a Delaware corporation with offices at 0000 Xxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxx 00000 (the “Seller”), and GENSTAR THERAPEUTICS CORPORATION, a Delaware corporation with offices at 00000 Xxxxxx Xxx, Xxx Xxxxx, Xxxxxxxxxx, 00000 (“Buyer”).

RECITALS

WHEREAS, the Buyer and the Seller have entered into that Certain Asset Purchase Agreement, dated as of February 28, 1998, as amended by the Amendments to Asset Purchase Agreement dated May 27, 1998 and July 20, 2001 (collectively, the “Agreement”); and

WHEREAS, the Buyer and the Seller desire to amend the Agreement to reflect certain changes to terms of the Series B Preferred Stock of Buyer, upon and subject to the terms and conditions of this Amendment; and

WHEREAS, any capitalized terms not otherwise defined in this Amendment shall bear the meaning ascribed to such terms in the Agreement.

NOW THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows:

As of the date hereof, the Agreement is hereby amended to replace the Certificate of Designation for the Series B Preferred Stock of Buyer as contained in Exhibit A of the Agreement with the form attached hereto as Exhibit 1.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, as of the date first above written.

SELLER: XXXXXX HEALTHCARE CORPORATION
By:
Title:		President, Venture Management
		Xxxxxx X. Xxxxxxx

BUYER: GENSTAR THERAPEUTICS CORPORATION
By:
Title:		President & CEO
		Xxxxxx X. Xxxxx

EXHIBIT 1

[Amendment to Certificate of Designation for Series B Preferred Stock]