INVESTOR RIGHTS AGREEMENT Between CORAUTUS GENETICS INC. and BOSTON SCIENTIFIC CORPORATION Dated as of July 30, 2003 TABLE OF CONTENTS

Exhibit 10.2

INVESTOR RIGHTS AGREEMENT

Between

CORAUTUS GENETICS INC.

and

BOSTON SCIENTIFIC CORPORATION

Dated as of July 30, 2003

TABLE OF CONTENTS

Page

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Exhibit - A List of Agreements Relating to Registration Rights

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                                INVESTOR RIGHTS AGREEMENT, dated as of July 30, 2003, between Corautus Genetics Inc., a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Investor”).

W I T N E S S E T H :

                                WHEREAS, the parties have entered into an Investment Agreement, dated as of July 30, 2003 (the “Investment Agreement”), pursuant to which the Investor has agreed, among other things, to subscribe for and purchase Series D Convertible Preferred Stock of the Company, par value $0.001 per share, (the “Series D Preferred Stock”) of the Company, and having the designations, rights and preferences set forth in the Certificate of Designations (as defined in the Investment Agreement), including, among other matters, the right of the holder of the Series D Preferred Stock to convert such capital stock into common stock (“Common Stock”) of the Company, par value under $0.001 per share, (such shares issuable upon conversion of the Series D Preferred Stock, the “Preferred Conversion Shares”).

                                WHEREAS, the parties and Vascular Genetics Inc., a wholly owned subsidiary of the Company, have entered into a Loan Agreement, dated as of July 30, 2003 (the “Loan Agreement”), pursuant to which the Investor has agreed, among other things, to subscribe for and purchase senior convertible promissory notes (the “Notes”) of the Company, having the rights set forth in the Notes, including, among other matters, the right of the holder of the Notes to convert, in certain circumstances, such Notes into Common Stock (such shares issuable upon conversion of the Notes, the “Note Conversion Shares”).

                                WHEREAS, the parties desire to enter into this Agreement to govern certain of their rights, duties and obligations in connection with the shares of the capital stock of the Company to be held by the Investor and any permitted transferees.

                                NOW, THEREFORE, in consideration of the premises and the covenants hereinafter contained and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, it is agreed as follows:

ARTICLE I

DEFINITIONS

                                 SECTION 1.01      Certain Defined Terms.  As used in this Agreement, the following terms shall have the following meanings:

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                                SECTION 1.02     Other Defined Terms.  The following terms shall have the meanings defined for such terms in the Sections set forth below:

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ARTICLE II

PRE-EMPTIVE RIGHT

                                SECTION 2.01      Pre-emptive Right.  (a)  Subject to the terms and conditions of this Section 2.01, the Company hereby grants to the Investor a right of first offer (the “Right of First Offer”) to subscribe for its pro rata share of Equity Securities issued in any Private Placement. The Investor’s pro rata share, for purposes of this Right of First Offer, is the ratio of the number of shares of Common Stock owned by the Investor immediately prior to the issuance of the Equity Securities, assuming full conversion of the Series D Preferred Stock, conversion into Common Stock of all Notes issued or issuable under the Loan Agreement and exercise of all other outstanding rights, options and warrants to acquire Common Stock held by the Investor, to the total number of shares of Common Stock outstanding immediately prior to the issuance of the Equity Securities plus all shares of Common Stock issuable upon conversion, redemption, exchange, exercise of, or as a dividend declared as of the time of measurement with respect to, any shares of preferred stock, options, warrants, debentures and other securities or any subscription rights.

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          (c)           If the Investor does not elect to subscribe for all of the Equity Securities that the Investor is entitled to subscribe for pursuant to Section 2.01(b)(ii), the Company may, during the one hundred twenty (120) day period following the expiration of the five (5) Business Day period provided in Section 2.01(b)(ii), offer the remaining unsubscribed portion of such Equity Securities to any Person or Persons at a price, and upon terms that are not materially different than those specified in the Issue Notice. If the Company does not enter into an agreement for the sale of the Equity Securities within such period, or if such agreement is not consummated within one hundred twenty (120) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Equity Securities shall not be offered unless first re-offered to the Investor in accordance herewith.

ARTICLE III

REGISTRATION RIGHTS

          SECTION  3.01            Demand Registration.   If at any time after the first year anniversary of this Agreement the Investor shall request the Company in writing (each, a “Demand”) to register under the Securities Act a specified number of Registrable Securities, the Company shall use commercially reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register as soon as reasonably practicable so as to permit the sale thereof, and in connection therewith shall prepare and file a Registration Statement with the SEC under the Securities Act to effect such registration; provided, that each such request shall (a) specify the number of shares of Registrable Securities intended to be offered and sold, (b) describe the nature or method of the proposed offer and sale thereof and (c) contain the undertaking of the Investor to provide all such information and materials and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the SEC and to obtain any desired acceleration of the effective date of such Registration Statement.

          SECTION  3.02           Selection of Underwriter(s).  If the registration pursuant to Section 3.01 relates to an underwritten offering, the managing or lead underwriter(s) shall be an

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underwriter(s) of nationally recognized standing selected by the Investor, which shall be reasonably acceptable to the Company; provided, if the foregoing is inconsistent with any agreement that is in effect between the Company and an underwriter on the date hereof (but not as such agreement may be hereafter amended), then the Investor shall have the right to select the co-lead manager.

          SECTION  3.03            Priority in Requested Registration.  If a registration pursuant to Section 3.01 involves an underwritten offering, and the managing or lead underwriter(s) shall advise the Investor in writing (a copy of which shall be provided to the Company by the Investor) that, in its or their reasonable commercial judgment, the number of Registrable Securities requested to be included in such registration by the Investor, the Company and any other Person exceeds the number which can be sold in such offering within a price range acceptable to the Investor, the Company shall include in such registration the number of securities that the Company is so advised can be sold in such offering, as follows: (i) first, the Registrable Securities proposed to be included by the Investor, (ii) second, the Registrable Securities requested by the Company, unless otherwise provided in an agreement between the Company and another Person(s), and (iii) third, the Registrable Securities of any other Person(s) proposed to be included in such registration, in accordance, as to the priorities among such other Person(s), with the rights contained in the respective agreements into which such Person(s) and the Company have entered.

          SECTION  3.04            Limits on Demand Registrations.  The Company shall not be required to effect any registration pursuant to Section 3.01 or 3.06 after two Demands requested by the Investor pursuant to Section 3.01 and/or 3.06 shall have been effected.

          SECTION  3.05            Withdrawal.  The Investor shall have the right to request withdrawal of any Registration Statement filed with the SEC pursuant to Section 3.01 or Section 3.06 (and the Company shall so withdraw such Registration Statement) so long as such Registration Statement has not become effective, provided that, in such case, the Investor shall pay all related out-of-pocket Registration Expenses (as defined below in Section 3.11(a)) reasonably incurred by the Company unless a Registration Statement shall be effected pursuant to Section 3.01 or Section 3.06 within 270 days after such withdrawal.

          SECTION  3.06            Shelf Registration.   If at any time after the first year anniversary of this Agreement the Investor shall request to the Company in writing, the Company shall use commercially reasonable best efforts to file and cause to be declared effective a “shelf” Registration Statement on any appropriate form pursuant to Rule 415 (or similar rule that may be adopted by the SEC) under the Securities Act for Registrable Securities, which form shall be available for the sale of the Registrable Securities in accordance with the intended method or methods of distribution thereof. The Company agrees to use commercially reasonable best efforts to keep such Registration Statement continuously effective and usable for resale of Registrable Securities, for a period of twenty-four months from the date on which the SEC declares such Registration Statement effective or such shorter period which will terminate at such time as the Investor has sold all the Registrable Securities covered by such Registration Statement; provided, however, that the Company may elect that such Registration Statement not be filed or usable during any Blackout Period (as defined in Section 3.10(b)). The Investor shall

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be entitled to a total of one “shelf” registration pursuant to this Section 3.06, which shall count as one Demand for purposes of the limitations on Demands set forth in Section 3.04.

          SECTION  3.07            Effective Registration Statement.   A registration requested pursuant to Section 3.01 or 3.06 shall not be deemed to be effected if (a) a Registration Statement with respect thereto shall not have become effective under the Securities Act and remained effective for at least 90 days or until the completion of the distribution of the Registrable Securities thereunder, whichever is earlier (including, without limitation, because of a withdrawal of such Registration Statement by the Investor prior to the effectiveness thereof pursuant to Section 3.05 hereof), (b) after it has become effective, such registration is interfered with for any reason by any stop order, injunction or other order or requirement of the SEC or any other Governmental Authority, or as a result of the initiation of any proceeding for such a stop order by the SEC through no fault of the Investor and the result of such interference is to prevent the Investor from disposing of such Registrable Securities proposed to be sold in accordance with the intended methods of disposition, (c) the Company exercises its rights under Section 3.10(b), and the result is a delay in the proposed distribution of any Registrable Securities and the Investor determines not to sell such Registrable Securities pursuant to such registration as a result of such delay, or (d) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with any underwritten offering shall not be satisfied or waived with the consent of the Investor.

          SECTION  3.08            Piggyback Registration.   Beginning on the date of this Agreement, if the Company proposes to register any shares of Common Stock for itself or any of its stockholders (the stockholders at such time being the “Existing Holders”) under the Securities Act on a Registration Statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect), the Company shall give written notice of such proposal at least 15 days before the anticipated filing date, which notice shall include the intended method of distribution of such shares, to the Investor. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 3.09, upon the written request of the Investor, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by the Investor), the Company will use commercially reasonable best efforts to include in the Registration Statement the Registrable Securities referred to in the Investor’s request; provided, however, that if such Registration Statement relates to a Public Offering, then any participation in such Public Offering by the Investor shall be on substantially the same terms as the Company’s (or its other stockholders’) participation therein; and provided further that the amount of Registrable Securities to be included in any such Public Offering shall not exceed the maximum number which the managing underwriter of such Public Offering considers in its reasonable commercial judgment to be appropriate based on market conditions and other relevant factors (the “Maximum Number”). The Investor agrees not to sell any of the Registrable Securities that may be registered pursuant to this Section 3.08 for a period of one year after the date of this Agreement. The Investor shall have the right to withdraw a request to include Registrable Securities in any Public Offering pursuant to this Section 3.08 by giving written notice to the Company of its election to withdraw such request at least five business days prior to the proposed effective date of such Registration Statement.

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          SECTION  3.09            Allocation of Securities Included in a Public Offering.    (a)   If the lead managing underwriter for any Public Offering to be effected pursuant to Section 3.08 of this Agreement shall advise the Company and the Investor (each, a “Seller” and, collectively, the “Sellers”) in writing that the number of shares of Common Stock sought to be included in such Public Offering (including those sought to be offered by the Company, those sought to be offered by the Sellers and those sought to be offered by Existing Holders) is more than the Maximum Number, the shares of Common Stock to be included in such Public Offering shall be allocated pursuant to the following procedures: First, the Company shall be entitled to include all of the securities that it has proposed to include, and second, to the extent that any other securities may be included without exceeding the Maximum Number, and subject to rights of any holders of the Company’s Securities under the agreements listed on Exhibit A (the “Existing Agreements”), the Investor shall be entitled to participate in that registration on a basis no less favorable than that of any other holder of the Company’s securities.

          SECTION  3.10            Obligations of the Company.   (a)   Whenever the Company is required by the provisions of this Agreement to use commercially reasonable best efforts to effect the registration of any Common Stock under the Securities Act, the Company shall (i) prepare and, as soon as reasonably possible and in any event within 45 days following receipt of a notice from the Investor to that effect, file with the SEC a Registration Statement with respect to such Registrable Securities, and shall use commercially reasonable best efforts to cause such Registration Statement to become effective and to remain effective until the sale of all of the shares of Registrable Securities so registered or, in the case of a “shelf” registration statement filed pursuant to Section 3.06, for the period specified in that Section; (ii) prepare and file with the SEC such amendments and supplements to such Registration Statement and the Prospectus used in connection therewith as may be reasonably necessary to make and to keep such Registration Statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered pursuant to such Registration Statement until the sale of all of the shares of Registrable Securities so registered or, in the case of a “shelf” registration statement filed pursuant to Section 3.06, for the period specified in that Section; and (iii) take all such other action either necessary or desirable to permit the shares of Registrable Securities held by the Investor to be registered and disposed of in accordance with the method of disposition described herein.

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                     SECTION 3.11         Expenses of Registration.   (a)   Except as provided in subsection (b) of this Section, all fees and expenses incident to the registration and sale of Registrable Securities shall be borne by the Company whether or not a Registration Statement is filed or becomes effective, including, without limitation, (i) all registration, qualification and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the AMEX and (B) fees and expenses of compliance with state securities or blue sky Laws (including, without limitation, fees and disbursements of counsel for the Company or the underwriters, or both, in connection with blue sky qualifications of the Registrable Securities)), (ii) messenger and delivery expenses, word processing, duplicating and printing expenses (including, without limitation, expenses of printing certificates for Registrable Securities in a

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form eligible for deposit with The Depository Trust Company, and the relevant fees and expenses of the Company’s transfer agent, printing Preliminary Prospectuses, Prospectuses, Prospectus supplements, including those delivered to or for the account of the Investor as provided in this Agreement, and printing or preparing any underwriting agreement, agreement among underwriters and related syndicate or selling group agreements, pricing agreements and blue sky memoranda), (iii) fees and disbursements of counsel for the Company, (iv) fees and disbursements of all independent certified public accountants for the Company (including, without limitation, the expenses of any “comfort letters” required by or incident to such performance), (v) the fees and expenses of any “qualified independent underwriter” or other independent appraiser participating in an offering pursuant to Section 3 of Rule 2720 of the Conduct Rules of the NASD (unless such qualified independent underwriter is required as a result of an affiliation between an underwriter selected by the Investor and the Investor, in which case such fees and expenses will be borne by the Investor), (vi) Securities Act liability insurance, if the Company so desires such insurance, (vii) all out-of-pocket expenses of the Company (including, without limitation, expenses incurred by the Company, its officers, directors, employees and agents performing legal or accounting duties or preparing or participating in “roadshow” presentations or of any public relations, investor relations or other consultants or advisors retained by the Company in connection with any roadshow, including travel and lodging expenses of such roadshows), and (viii) the fees and expenses incurred in connection with the quotation or listing of shares of Common Stock on any securities exchange or automated securities quotation system. The fees and expenses set forth in this Section 3.11(a) are collectively referred to as “Registration Expenses”.  (b) The Investor shall pay all underwriting discounts and commissions or broker’s commissions incurred in connection with the sale or other disposition of Registrable Securities for or on behalf of the Investor’s account as well as the fees and expenses of the Investor’s counsel.  (c) The Investor shall pay all out-of-pocket Registration Expenses reasonably incurred by the Company unless a Registration Statement shall be effected pursuant to Section 3.01 or 3.06 within 270 days after a withdrawal as provided in Section 3.05.

                    SECTION 3.12     Indemnification.  (a)   Indemnification by the Company.  The Company shall, without limitation as to time, indemnify and hold harmless, to the fullest extent permitted by Law, the Investor and any underwriter participating in the distribution, their respective officers, directors, partners and agents and employees of each of them, each Person who controls the Investor or any such underwriter (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the officers, directors, partners, agents and employees of each such controlling Person (individually, an “Investor Indemnified Person”) from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, costs of investigating, preparing to defend, defending and appearing as a third-party witness and attorneys’ fees and disbursements) and expenses, including any amounts paid in respect of any settlements (collectively, “Losses”), joint or several, without duplication, as incurred, arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or form of prospectus, or in any amendment or supplements thereto or in any Preliminary Prospectus, or arising out of or based upon, in the case of the Registration Statement or any amendments thereto, any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and, in the case of the Prospectus or form of prospectus, or in any amendments or supplements thereto, or in any Preliminary Prospectus, any omission or alleged omission of a

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material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading except, in either case, (i) to the extent, but only to the extent, that such untrue or alleged untrue statement or omission or alleged omission has been made therein in reliance upon and in conformity with information furnished in writing to the Company by such Investor Indemnified Person expressly for use therein and (ii) if the Person asserting any such Losses who purchased the Registrable Securities which are the subject thereof did not receive a copy of an amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended or supplemented) at or prior to the written confirmation of the sale of such Registrable Securities to such Person (if it is determined that the Company has provided such Preliminary Prospectus and it was the responsibility of such Investor Indemnified Person to provide such Person with a current copy of the Prospectus or amended or supplemented Prospectus, as the case may be) and the untrue statement or alleged untrue statement or omission or alleged omission of a material fact made in such Preliminary Prospectus was corrected in the amended Preliminary Prospectus or the final Prospectus (or the final Prospectus as amended and supplemented).

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                    SECTION 3.13     Assignment of Registration Rights.  The registration rights set forth in this Agreement shall be transferable or assignable by the Investor, in whole or in part and from time to time; provided that each transferee agrees in writing to be subject to all the terms and conditions of this Agreement and provided further that the transferees can only exercise a Demand if they independently or together with the Investor and/or other transferees, satisfy the conditions and limits in Sections 3.01 through Section 3.06. The Investor shall notify the Company of any such transfer. No assignment by the Investor of its registration rights under this Agreement will have the effect of increasing the aggregate number of Demand obligations of the Company. The Investor shall not assign the registration rights to more than two parties in the aggregate.

ARTICLE IV

ADDITIONAL AGREEMENTS

                      SECTION 4.01         Delivery of Information.    The Company shall deliver the following information to the Investor:

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ARTICLE V

BOARD OBSERVATION RIGHTS

                    SECTION 5.01        Board Observation Rights. The Investor shall appoint one individual by written notice to the Company (the “Investor Representative”), which representative may be removed and replaced by the Investor from time to time, to participate in all meetings of the Board. The Company shall give the Investor Representative notice of each meeting of the Board at the same time and in the same manner as notice is given to the directors, and the Company shall permit the Investor Representative to attend all meetings in the same manner as, the directors of the Board participate. The Investor Representative shall have the right to participate in all discussions and deliberations of the Board to the same extent as the directors, except that he or she shall not have the right to vote upon any matter before the Board. The Investor Representative shall receive all written materials and other information (including without limitation copies of meeting minutes) given to directors in connection with such meetings at the same time such materials and information are given to the directors. If the Company proposes to take any action by written consent in lieu of a meeting of the Board, the Company shall give written notice thereof to the Investor Representative at the same time and in the same manner as is given to the directors of the effective date of such consent describing in reasonable detail the nature and substance of such action. The Investor Representative shall have the same observer rights as are set forth above with respect to any of the Company’s subsidiaries with respect to which a substantial number of the Company’s directors serve as directors. The Company will pay all reasonable and necessary expenses in connection with the Investor Representative observing the meetings of the Board in the same manner and subject to the same limits as the Company from time to time establishes for expense reimbursement for its directors. The Company shall to the maximum extent permitted (a) by the Company’s (or its subsidiaries, if applicable) certificate of incorporation or the by-laws or (b) by Law, indemnify and provide liability insurance to the Investor Representative in the same manner provided to the directors.

ARTICLE VI

TERMINATION

                    SECTION 6.01       Termination.   Article II, IV and V of this Agreement shall terminate when the Investor has transferred to an unaffiliated third party the greater of (a) one-half of the number of shares of Common Stock acquired by the Investor pursuant to the Transaction Documents at or prior to the date of such disposition, and (b) such number of shares of Common Stock as shall leave the Investor with less than five percent of the outstanding shares of Common Stock (calculated on a fully-diluted basis), including in the case of both (a) and (b),

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Preferred Conversion Shares and Note Conversion Shares. Section 3.12 and the last sentence of Section 5.01 shall survive any termination of this Agreement.

ARTICLE VII

MISCELLANEOUS

                    SECTION 7.01       Further Action.  Each of the parties shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the transactions contemplated by this Agreement.

                    SECTION 7.02       Expenses.  Except as otherwise specified in this Agreement, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such costs and expenses.

                    SECTION 7.03       Notices.  All notices, requests, claims, demands and other communications hereunder (but not including the delivery of information pursuant to Sections 4.01 and 5.01) shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by an internationally recognized overnight courier service, by telecopy or registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 7.03):

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                    Any notice, if mailed and properly addresses with postage prepaid or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; and notice, if transmitted by facsimile, shall be deemed given when the confirmation of transmission thereof is received by the transmitter.

                    SECTION 7.04       Interpretation and Rules of Construction. In this Agreement, except to the extent that the context otherwise requires:

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                    SECTION 7.05        Public Announcements.   No party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated by this Agreement or otherwise communicate with any news media without the prior written consent of the other party in respect of this Agreement or the transactions contemplated by this Agreement, and the parties shall cooperate as to the timing and contents of any such press release or public announcement.

                    SECTION 7.06        Severability.   If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.

                    SECTION 7.07        Entire Agreement.   The Transaction Documents constitute the entire agreement of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and undertakings, both written and oral, among the parties with respect to the subject matter hereof and thereof.

                    SECTION 7.08        Remedies.   In the event of a breach by any party of any of its obligations under this Agreement, the other party, in addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Investor agree that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by the Company or the Investor, as the case may be, of any of the provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of such breach, the Company or the Investor, as the case may be, shall waive the defense

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that a remedy at law would be adequate. No failure or delay on the part of the Company or the Investor in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

                    SECTION 7.09        Assignment.   This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement without the prior written consent of the other party; provided, however, that the Investor may assign registration rights in accordance with Section 3.13, the assignor shall however remain liable for any obligation in connection with a registration which was effected under this Agreement for such assignor.

                    SECTION 7.10       Successors and Assigns.   Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties (including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

                    SECTION 7.11       Governing Law.   This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York. The parties unconditionally and irrevocably agree and consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and further agree not to commence any such action, suit or proceeding except in any such court.

                    SECTION 7.12       Counterparts.   This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement.

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         IN WITNESS WHEREOF, each of the parties has executed, or has caused to be executed by its duly authorized representative, this Agreement as of the date first written above.

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Exhibit A

List of Agreements relating to Registration Rights