Amendment and Waiver to Registration Rights Agreement

Exhibit 4.4

Amendment and Waiver to Registration Rights Agreement

This Amendment and Waiver to Registration Rights Agreement is entered into as of November 3, 2008 (this “Amendment”), by and among World Heart Corporation, a Canadian corporation (the “Company”), its wholly-owned subsidiary World Heart Inc. (“WHI”), and the undersigned Investors.  Capitalized terms used herein and not otherwise defined have the meanings given them in the Agreement (as defined below).

WHEREAS, the Company and certain Investors entered into that certain Registration Rights Agreement dated as of July 31, 2008 (the “Agreement”);

WHEREAS, Section 7(a) of the Agreement provides that the Agreement may be amended, and the Company may omit to perform any act therein required to be performed by it, upon with the written consent of the Company and the Required Investors;

WHEREAS, Section 2(a)(i) of the Agreement provides that no later than the earlier of (i) thirty (30) days after the Shareholders Meeting and (ii) September 30, 2008 (the earlier of such dates, the “Filing Deadline”) the Company shall prepare and file with the SEC one Registration Statement covering the resale of the Registrable Securities;

WHEREAS, Section 2(a)(i) of the Agreement provides that if a Registration Statement covering the Registrable Securities is not filed with the SEC on or prior to the Filing Deadline, the Company will pay certain penalties to each Investor; and

WHEREAS, the undersigned Investors comprising the Required Investors desire to amend the Agreement to extend the Filing Deadline, to make certain other amendments as provided herein, and to waive certain obligations of the Company to pay damages to the Investors pursuant to Section 2(a)(i) of the Registration Rights Agreement solely as provided herein.

NOW, THEREFORE, for good and valuable consideration mutually given, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.                                        The first sentence of Section 2(a)(i) of the Agreement is hereby amended and restated in its entirety as follows:

“Promptly following the closing of the purchase and sale of the securities contemplated by the Recapitalization Agreement (the “Closing Date”) but no later than thirty (30) days after the Shareholders Meeting (the “Filing Deadline”), the Company shall prepare and file with the SEC one Registration Statement on Form S-3 (or, if the Company is not then eligible to use Form S-3 to register the resale of the Registrable Securities, on such form of registration statement as is then available to effect a registration for resale of the