Third Amendment to Second Amended and Restated Investor Rights Agreement by and among Immunicon Corporation and Investors

Exhibit 10.54

THIRD AMENDMENT TO
SECOND AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT

        THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this "Amendment") is made and entered into as of March 15, 2004, by and among Immunicon Corporation, a Delaware corporation (the "Company"), and certain entities and persons that are parties to that certain Second Amended and Restated Investor Rights Agreement, dated as of December 13, 2001, by and among the Company and the signatories thereto, as amended on March 6, 2002 and as further amended on June 30, 2003 (the "Agreement"). Capitalized terms used herein but not defined shall have the meanings given to such terms in the Agreement.

        WHEREAS, the parties wish to amend the Agreement to effectuate the changes set forth herein.

        NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

        1. Section 3.1(g) of the Agreement is hereby amended to read in its entirety as follows (with the numbers below giving effect to the Company's March 2004 two-for-three reverse stock split):

"(g) The rights of the Investors under this Section 3 shall not apply to:

(1)

Common Stock issued as a stock dividend to holders of Common Stock or upon any subdivision or combination of Common Stock;



(2)

Common Stock issued upon conversion of outstanding Stock;



(3)

Common Stock or options therefor (including options for Common Stock currently outstanding) issued or issuable to officers, directors, consultants and employees of the Company or any subsidiary pursuant to the Company's stock purchase or option plans in place on the date hereof and in an aggregate amount not to exceed 2,766,667 shares of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and similar events);



(4)

Common Stock offered by the Company in an underwritten public offering pursuant to an effective registration statement under the Securities Act covering the offer and sale of Common Stock for the account of the Company to the public;



(5)

capital stock issued in connection with an acquisition approved by all of the directors elected by holders of the Stock of the assets or stock of another company so long as no beneficial holder of the acquired entity is, at the time of acquisition, a stockholder, officer or director of the Company or any of its subsidiaries or an affiliate of any such person;



(6)

Common Stock, in a number of shares not to exceed an aggregate of 456,667 shares (as adjusted for stock splits, stock dividends, recapitalizations and similar events), issued or issuable in connection with transactions that are primarily for purposes other than raising equity financing approved by all of the non-employee members of the Board of Directors primarily for the purpose of (i) joint ventures, technology licensing or research and development activities, (ii) distribution or manufacture of the corporation's products or services or (iii) any other transactions involving corporate partners; and



(7)

Common Stock, in a number of shares not to exceed an aggregate of 456,667 shares (as adjusted for stock splits, stock dividends, recapitalizations and similar events), issued or issuable to equipment lessors, financial institutions or similar entities in transactions approved by all of the non-employee members of the Board of Directors that are primarily for purposes other than raising equity financing; and

(8)

Common Stock issued or issuable in connection with a Qualified IPO (as defined below)."

        2. Section 3.2(b) of the Agreement is hereby amended to read in its entirety as follows (with the numbers below giving effect to the Company's March 2004 two-for-three reverse stock split):

"(b) Upon the closing of the Company's first public offering of Common Stock which meets all of the following requirements: (a) proceeds (net of underwriting discounts and commissions) to the Company of at least $30,000,000 and (b) a price per share of (x) at least $9.00 if such public offering is consummated on or prior to June 30, 2004, or (y) at least $12.00 if such public offering is consummated after June 30, 2004 (in each case as adjusted for stock splits, stock dividends, recapitalizations and similar events) (clauses (a) and (b) shall be referred to herein as a "Qualified IPO")."

        3. As amended hereby, the Agreement is ratified and confirmed in all respects.

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        IN WITNESS WHEREOF, this Third Amendment to Second Amended and Restated Investor Rights Agreement has been executed as of the date first above written.

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THIRD AMENDMENT TO SECOND AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT]

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INVESTOR RIGHTS AGREEMENT]

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Exhibit 10.54