CONSENT AND AMENDMENT TO NOTEHOLDERS AGREEMENT

CONSENT AND AMENDMENT TO NOTEHOLDERS AGREEMENT

This Consent and Amendment (the “Amendment”) to Noteholders Agreement (“Agreement”) dated as of February 6, 2004 by and among Essex Woodlands Health Ventures V, L.P., a Delaware limited partnership (“Essex”), Xxxxx Partners III, L.P., a Delaware limited partnership (“Xxxxx”), acting in its capacity as a Holder (as defined herein) and as agent for the Holders (“Agent”) and Care Capital Investments II, L.P., a Delaware limited partnership (“Care Capital”), certain of the affiliates of Care Capital and Xxxxx and certain other participants in the Senior Note (such affiliates and participants, together with Xxxxx, Care and Essex, the “Holders”), is dated as of June 28, 2007. Capitalized terms appearing in this Amendment without definition will have the meanings ascribed to such terms in the Agreement.

PRELIMINARY STATEMENTS

The parties thereto wish to amend the Agreement to allow the Agent with the consent of holders of not less than 98.38% of the aggregate Participation Percentage to amend the Senior Note and the Loan (as defined in the Loan Agreement, as amended through the date hereof) with respect to the maturity date and interest rate applicable thereto. In addition, the parties hereto wish to consent to extension of the maturity date of the Senior Note and the Loan to September 30, 2007. Previously said Loan and Senior Note were due to mature on June 30, 2007.

AMENDMENT AND CONSENT

In consideration of the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE 1 CONSENT

The parties hereto hereby irrevocably consent to the extension of the maturity date of the Loan and the Senior Note to September 30, 2007.

ARTICLE 2

AMENDMENT OF NOTEHOLDERS AGREEMENT

2.1 The Agreement is hereby amended as follows:

A. Section 2.1 of the Agreement is amended by adding a new subsection (f) as follows:

(f) “Notwithstanding the foregoing the Agent is authorized to amend the Senior Note and the Loan (as defined in the Loan Agreement, as amended through the date of Amendment of the Agreement dated as of June 28, 2007) to modify the interest rate applicable thereto and to extend the maturity thereof, with the consent of the holders of not less than 98.38% of the aggregate Participation Percentage.”

B. Section 5.6 of the Agreement is replaced in its entirety with the following:

“No modification or amendment to this Agreement may be made except by a written instrument signed by the Agent and the Requisite Holders; provided, that any amendment to Article 4 shall require the written consent of each Claimant; and further provided that any modification to Section 2.1(f) shall require the approval of holders of not less than 98.38% of the aggregate Participation Percentage.”

ARTICLE 3

MISCELLANEOUS

3.1 GOVERNING LAW

This Amendment and the rights of the parties hereunder shall be governed in all respects by the laws of the State of New York wherein the terms of this Amendment were negotiated, excluding to the greatest extent permitted by law any rule of law that would cause the application of the laws of any jurisdiction other than the State of New York.

3.2 SEVERABILITY

If any provision or portion of any provision of this Amendment is held to be unenforceable or invalid by any court of competent jurisdiction, the remaining portions of any such provision and the remaining provisions hereof shall remain in effect.

3.3 COUNTERPARTS

This Amendment may be executed simultaneously in one or more counterparts, including by facsimile copy, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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IN WITNESS WHEREOF, the parties hereto have executed this Consent and Amendment to Noteholders Agreement as of the date first written above.

LENDER AND AGENT: XXXXX PARTNERS III, L.P. By: Claudius, L.L.C., General Partner 000 Xxxxx Xxxxxx, 0xx Xx. Xxx Xxxx, Xxx Xxxx 00000		LENDER: CARE CAPITAL OFFSHORE INVESTMENTS II, LP By: Care Capital II, LLC, as general partner 00 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, XX 00000
/s/ Xxxxx Xxxxxx	By:	/s/ Xxxxx Xxxxxx
By: Xxxxx Xxxxxx		By: Xxxxx X. Xxxxxx
Its: General Partner		Its: Authorized Signatory
LENDER: XXXXX PARTNERS INTERNATIONAL, III, L.P. By: Claudius, L.L.C., General Partner 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000		LENDER: CARE CAPITAL INVESTMENTS II, LP By: Care Capital II, LLC, as general partner 00 Xxxxxxx Xx., Xxxxx 000 Xxxxxxxxx, XX 00000
/s/ Xxxxx Xxxxxx	By:	/s/ Xxxxx Xxxxxx
By: Xxxxx Xxxxxx		Name: Xxxxx X. Xxxxxx
Its: General Partner		Title: Authorized Signatory
LENDER: XXXXX EMPLOYEE FUND III, L.P. By: Wesson Enterprises, Inc. 000 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000		LENDER: ESSEX WOODLANDS HEALTH VENTURES V, L.P. 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx, XX 00000
/s/ Xxxxx Xxxxxx		/s/ Xxxxxxxx Tharangaj
By: Xxxxx X. Xxxxxx		By: Xxxxxxxx Xxxxxxxxx
Its: General Partner		Its: Managing Director
LENDER: XXXXXXX XXXXXXXX 0000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000		LENDER: XXXXX XXXXXXXX 0000 Xxxx Xxxxx Xxxx Xxxxxxxx, Xxxxxxxxxxxx 00000
/s/ Xxxxxxx Xxxxxxxx		/s/ Xxxxx Xxxxxxxx

LENDER: XXXXXX XXXXX 000 Xxxxxx Xxxx Xxxxxx, Xxxxxxxxxxxx 00000		LENDER: XXXXXX X. XXXXXXXX 000 Xxxxx Xxxx Xxxxxxxxx, XX 00000
/s/ Xxxxxx Xxxxx		/s/ Xxxxxx Xxxxxxxx
LENDER: XXXXX XXXXXXXXX XX Xxxxxx LLC 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000		LENDER: XXXX X. XXXXX, XX. 000 X. Xxxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxx 00000
/s/ Xxxxx Xxxxxxxxx		/s/ Xxxx Xxxxx