0001193125-06-152618 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 25th, 2006 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 19, 2006, is by and between KOSAN BIOSCIENCES INCORPORATED (the “Company”) and KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”).

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COMMON STOCK PURCHASE AGREEMENT by and between KINGSBRIDGE CAPITAL LIMITED and KOSAN BIOSCIENCES INCORPORATED dated as of July 19, 2006
Common Stock Purchase Agreement • July 25th, 2006 • Kosan Biosciences Inc • Services-commercial physical & biological research • New York

This COMMON STOCK PURCHASE AGREEMENT is entered into as of the 19th day of July, 2006 (this “Agreement”), by and between KINGSBRIDGE CAPITAL LIMITED, an entity organized and existing under the laws of the British Virgin Islands, whose registered address is Palm Grove House, 2nd Floor, Road Town, Tortola, British Virgin Islands (the “Investor”) and KOSAN BIOSCIENCES INCORPORATED, a corporation organized and existing under the laws of the State of Delaware (the “Company”).

SCIENTIFIC ADVISORY BOARD AGREEMENT
Scientific Advisory Board Agreement • July 25th, 2006 • Kosan Biosciences Inc • Services-commercial physical & biological research • California

THIS SCIENTIFIC ADVISORY BOARD AGREEMENT (the “Agreement”) is made and entered into as of July 19, 2006 (the “Effective Date”), by and between KOSAN BIOSCIENCES INCORPORATED, a Delaware corporation with a place of business at 3832 Bay Center Place, Hayward, CA 94545 (the “Company”), and CHAITAN S. KHOSLA, PH.D., an individual with an address at 740 La Para Avenue, Palo Alto, CA 94306 (the “Advisor”). The Company and the Advisor may be referred to herein individually as “Party” or collectively, as “Parties.”

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