Preview | Registration Rights Agreement |

This REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of September 28, 2005, is by and between LIPID SCIENCES, INC, a Delaware corporation (the Company), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as an Investor and, collectively, as the Investors.

The Company has agreed, on the terms and subject to the conditions set forth in the Securities Purchase Agreement, dated as of September 28, 2005 (the Securities Purchase Agreement), to issue and sell to each Investor named therein (1) shares (Shares) of the Companys common stock, par value $0.001 per share (the Common Stock), (2) a Warrant in the form attached to the Securities Purchase Agreement as Exhibit A thereto (each, a Series A Warrant and, collectively with the other Series A Warrants issued thereunder, the Series A Warrants), and (3) a Warrant in the form attached to the Securities Purchase Agreement as Exhibit B thereto (each, a Series B Warrant and, collectively with the other Series B Warrants issued thereunder, the Series B Warrants). The Series A Warrants and the Series B Warrants are collectively referred to herein as the Warrants. The shares of Common Stock into which the Warrants are exercisable are referred to herein as the Warrant Shares, and the Shares, the Warrants and the Warrant Shares are collectively referred to herein as the Securities.

In order to induce each Investor to enter into the Securities Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended (the Securities Act), and under applicable state securities laws.

In consideration of each Investor entering into the Securities Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

For purposes of this Agreement, the following terms shall have the meanings specified:

Business Day means any day other than a Saturday, a Sunday or a day on which the Commission is closed or on which banks in the City of New York are authorized by law to be closed.

Effective Date means the date on which the Registration Statement is declared effective by the Commission.

Filing Deadline means the thirtieth (30th) calendar day following the Closing Date.

Holder means any person owning or having the right to acquire, through exercise of the Warrants or otherwise, Registrable Securities, including initially each Investor and thereafter any permitted assignee thereof.

Registrable Securities means the Shares and the Warrant Shares and any other shares of Common Stock issuable pursuant to the terms of the Securities Purchase Agreement or the Warrants, and any shares of capital stock issued or issuable from time to time (with any adjustments) in replacement of, in exchange for or otherwise in respect of the Shares or the Warrant Shares.

Registration Deadline means the earlier to occur of (i) the ninetieth (90^th) calendar day following the Closing Date and (ii) the fifth (5^th) Business Day following the day on which the Commission informs the Company that no review of the Registration Statement will be made by the staff of the Commission or that the staff of the Commission has no further comments on the Registration Statement.

Registration Period has the meaning set forth in Section 2(c) of this Agreement.

Registration Statement means a registration statement or statements prepared in compliance with the Securities Act and pursuant to Rule 415 under the Securities Act (Rule 415) or any successor rule providing for the offering of securities on a continuous or delayed basis.

Capitalized terms used herein and not otherwise defined shall have the respective meanings specified in the Securities Purchase Agreement.

2. REGISTRATION.

(a) Filing of Registration Statement. On or before the Filing Deadline, the Company shall prepare and file with the Commission a Registration Statement on Form S-3 as a shelf registration statement under Rule 415 covering the resale of a number of shares of Registrable Securities equal to the Cap Amount. Such Registration Statement may also cover the resale of 233,834 shares of Common Stock issuable pursuant to that certain Warrant and Shareholder Rights Agreement issued by the Company to SRI on October 6, 2000 (the SRI Warrant). Such Registration Statement shall state, to the extent permitted by Rule 416 under the Securities Act, that it also covers such indeterminate number of additional shares of Common Stock as may become issuable upon the exercise of the Warrants and the SRI Warrant in order to prevent dilution resulting from stock splits, stock dividends, recapitalization, reorganization reclassification or other event that subdivides all of the outstanding shares of Common Stock.

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