WAIVER OF PREEMPTIVE RIGHTS AND AMENDMENT OF AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Exhibit 10.8

WAIVER OF PREEMPTIVE RIGHTS

AND

AMENDMENT OF

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

The undersigned, a party to that certain Amended and Restated Investor Rights Agreement dated February 5, 2002, as amended (the “Rights Agreement”) by and among Xcyte Therapies, Inc., a Delaware corporation (the “Company”) and the parties identified on Schedule A and Schedule B attached thereto (the “Investors”), by execution of this document, hereby (on behalf of itself and the other parties to the Rights Agreement): (a) amends the Rights Agreement, and (b) waives its preemptive rights, in each case pursuant to Section 8.1 of the Rights Agreement and as set forth below. Capitalized terms used herein but not defined herein shall have the meaning given to them in the Rights Agreement.

1. Waiver of Preemptive Rights. The undersigned hereby waives its preemptive rights set forth in Section 2 of the Rights Agreement (and the notice requirements therefor) with respect to the issuance of certain Convertible Promissory Notes of the Company (the “Notes”) and Warrants to purchase Preferred Stock of the Company (the “Warrants”) to be issued pursuant to the terms of the Convertible Note and Warrant Purchase Agreement, dated as of October 9, 2003, between the Company and the purchasers (the “Purchasers”) identified on Exhibit A thereto (the “Purchase Agreement”), and the securities issuable upon conversion of such Notes and exercise of such Warrants or other securities issuable upon conversion of such securities. Any preemptive rights of the undersigned with respect to subsequent issuances of the Company’s securities shall not be affected by the waiver set forth herein.

2. Amendment of Rights Agreement. Pursuant to the terms of the Purchase Agreement, the Company and the Investors hereby amend the Rights Agreement in order to: (a) add the Purchasers as parties to the Rights Agreement, to the extent such Purchasers are not yet parties to the Rights Agreement, which Purchasers, upon signing a counterpart signature page to the Rights Agreement, shall be deemed an “Investor” and “Holder” thereunder and subject to all applicable rights and obligations contained therein, and (b) include in the definition of “Registrable Securities” in Section 1.1(g) of the Rights Agreement the Common Stock or other securities issued or issuable upon conversion of the Notes, the securities issuable upon exercise of the Warrants and other securities issuable upon conversion of such securities.

This Waiver of Preemptive Rights and Amendment of the Amended and Restated Investor Rights Agreement is effective as of the date the Company and the holders of at least a majority in interest of the Registrable Securities execute the same.

[Signature Page Follows]

This Waiver of Preemptive Rights and Amendment of the Amended and Restated Investor Rights Agreement may be signed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

COMPANY:

XCYTE THERAPIES, INC., a Delaware corporation

By:		/S/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

SIGNATURE PAGE TO XCYTE THERAPIES, INC.