0001104659-05-026179 Sample Contracts

AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 31st, 2005 • Aerogen Inc • Surgical & medical instruments & apparatus

THIS AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (the “Amendment”) is made as of May 24, 2005, by and between AEROGEN, INC., a Delaware corporation (the “Company”), Xmark Fund L.P., a Delaware Limited Partnership (“Xmark LP”), Xmark Fund, Ltd., a Cayman Islands exempted company (together with Xmark LP, the “Lead Investor”) and the other Investors listed as signatories hereto (“Other investors”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Registration Rights Agreement (defined below).

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