Viacell Inc Sample Contracts

Viacell Inc – RESTATED CERTIFICATE OF INCORPORATION OF VIACELL, INC. (November 16th, 2007)

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of its registered agent at such address is The Corporation Trust Company.

Viacell Inc – AGREEMENT AND PLAN OF MERGER by and among PERKINELMER, INC. VICTOR ACQUISITION CORP. and VIACELL, INC. Dated as of October 1, 2007 (October 2nd, 2007)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 1, 2007, is among PerkinElmer, Inc., a Massachusetts corporation (the “Parent”), Victor Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Purchaser”), and ViaCell, Inc., a Delaware corporation (the “Company”).

Viacell Inc – FIRST LEASE AMENDMENT (September 17th, 2007)

THIS FIRST LEASE AMENDMENT (the “Amendment”) is executed this 11th day of September, 2007 by and between DUGAN FINANCING LLC, a Delaware limited liability company (“Landlord”), and VIACELL, INC., a Delaware corporation (“Tenant”).

Viacell Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 13th, 2007)

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of March 12, 2007 (the "Agreement") is between ViaCell, Inc. (together with, its affiliates and subsidiaries, the "Company"), a Delaware corporation, with its principal place of business at 245 First Street, Cambridge, Massachusetts and Marc Beer (the "Executive"). WHEREAS, the Company and the Executive are parties to a certain Employment Agreement dated May 2, 2002 (the "Previous Agreement") pursuant to which the Executive has been serving the Company as its Chief Executive Officer; and WHEREAS, the Company and the Executive desire to make certain changes to the terms and conditions of the Executive's employment; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and suffic

Viacell Inc – AMENDED AND RESTATED EMPLOYMENT AGREEMENT (March 13th, 2007)

Exhibit 10.4 AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT dated as of March 12, 2007 (the "Agreement"), is between ViaCell, Inc. (the "Company"), a Delaware corporation, with its principal place of business at One Innovation Drive, Worcester, Massachusetts 01605 and Morey Kraus (the "Executive"). WHEREAS, the Executive and the Company are parties to a certain Employment Agreement dated April 11, 2000 (the "Previous Agreement") pursuant to which the Executive has been serving the Company as its Chief Technology Officer; and WHEREAS, the Company and the Executive desire to make certain changes to the terms and conditions of the Executive's employment; NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties

Viacell Inc – FIRST AMENDMENT (March 31st, 2006)

Exhibit 10.18 FIRST AMENDMENT THIS FIRST AMENDMENT (the "AMENDMENT") is made and entered into as of February 14, 2006, by and between MA-RIVERVIEW/245 FIRST STREET, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("LANDLORD") and VIACELL, INC., A DELAWARE CORPORATION ("TENANT"). RECITALS A. Landlord and Tenant are parties to that certain lease dated December 22, 2003, which lease has been previously amended by a commencement letter dated January 22, 2004 (collectively, the "LEASE"). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 42,944 rentable square feet (the "ORIGINAL PREMISES") consisting of approximately (i) 24,909 rentable square feet of lab space (the "LAB SPACE") on the 1st and 2nd floors of the science building (the "SCIENCE BUILDING") in the b

Viacell Inc – PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF (November 14th, 2005)

EXHIBIT 10.3 THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES REPRESENTED BY THIS CERTIFICATE AND THE RIGHTS OF THE HOLDER HEREOF ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND OTHER RESTRICTIONS, AND THE HOLDER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY FUTURE HOLDER) IS BOUND BY THE TERMS OF A WARRANT PURCHASE AGREEMENT BETWEEN THE ORIGINAL PURCHASER AND THE COMPANY (COPIES OF WHICH MAY BE OBTAINED FROM THE COMPANY). WARRANT TO PURCHASE 200,000 SHARES OF COMMON STOCK OF VIACELL, INC. This certifies that the holder hereof (the "Holder"), for value received, is entitled to purchase from ViaCell, Inc., a Delaware corpora

Viacell Inc – COLLABORATION AGREEMENT (November 14th, 2005)

EXHIBIT 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([**]), HAS BEEN OMITTED AND FILED SEPARATELY WTH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED AMENDMENT NO. 1 TO THE COLLABORATION AGREEMENT THIS AMENDMENT NO. 1 TO THE COLLABORATION AGREEMENT (this "Amendment") is made effective as of August 29, 2005 (the "Amendment Effective Date") by and between AMGEN INC., a Delaware corporation having its principal place of business at One Amgen Center Drive, Thousand Oaks, California 91320-1799 ("Amgen"), and VIACELL, INC., a Delaware corporation having its principal place of business at 245 First Street, Cambridge, Massachusetts 02142 ("ViaCell"). Amgen and ViaCell are sometimes referred to herein individually as a "Pa

Viacell Inc – EXCLUSIVE LICENSE AGREEMENT (November 14th, 2005)

CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([**]), HAS BEEN OMITTED AND FILED SEPARATELY WTH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED EXCLUSIVE LICENSE AGREEMENT AMONG THE JOHNS HOPKINS UNIVERSITY & ZHEJIANG UNIVERSITY & VIACELL, INC. JHU REF. NO.: 4664 EXHIBIT 10.4 LICENSE AGREEMENT THIS LICENSE AGREEMENT (the "Agreement") is entered into by and among The Johns Hopkins University, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (hereinafter referre

Viacell Inc – WARRANT PURCHASE AGREEMENT (November 14th, 2005)

EXHIBIT 10.2 WARRANT PURCHASE AGREEMENT This Warrant Purchase Agreement (the "Agreement") is made as of August 29, 2005 by and between ViaCell, Inc., a Delaware corporation (the "Company"), and Amgen Inc., a Delaware corporation ("Purchaser"). The Company and Purchaser hereby confirm their respective agreements as follows: 1. AUTHORIZATION AND PURCHASE OF THE WARRANT. 1.1 Authorization of the Warrant. The Company's Board of Directors has authorized the issuance by the Company and the sale to the Purchaser of a warrant (the "Warrant") to purchase an aggregate of up to Two Hundred Thousand (200,000) fully paid and nonassessable shares of Common Stock, par value $0.01 per share (the "Common Stock"), of the Company, all as more fully described, and subject to the conditions set forth, below and in the form of Warrant annexed hereto as Exhibit 1.1. The share

Viacell Inc – ViaCell Announces Expansion of Amgen Collaboration and License Agreement and New Technology License from Johns Hopkins ViaCell Receives License to Key Hematopoietic Growth Factor for Use in Development of Cellular Therapy Product (August 30th, 2005)

BOSTON, Aug. 30 /PRNewswire-FirstCall/ — ViaCell, Inc. (Nasdaq: VIAC) today announced that the Company has licensed from Amgen rights related to the use of recombinant human Granulocyte Colony Stimulating Factor (r-metHuG-CSF) for the development of a cellular therapy product to treat hematological malignancies and genetic diseases. This license represents an expansion of ViaCell’s collaboration and license agreement with Amgen, where ViaCell was previously provided a non-exclusive license to certain other Amgen growth factors for use in developing and manufacturing cell therapy products.

Viacell Inc – SUPPLY AGREEMENT (May 13th, 2005)

CONFIDENTIAL Exhibit 10.2 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS([**]), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES ACT OF1933, AS AMENDED SUPPLY AGREEMENT This SUPPLY AGREEMENT (this "Agreement") is entered into as of January 24, 2005 (the "Effective Date"), by and between Miltenyi Biotec GmbH, having an address of Friedrich-Ebert-Str. 68, D-51429 Bergisch Gladbach, Germany ("MILTENYI") and ViaCell, Inc., having an address of 245 First Street, Fifteenth Floor, Cambridge, MA 02142-1292 USA ("VIACELL"). WHEREAS, MILTENYI has expertise in providing technology and technical development capabilities relating to monoclonal antibodies and cell separation and MILTENYI has developed the CliniMACS(R) system; WHEREAS, MILTENYI and VIACELL, are simultaneo

Viacell Inc – DEVELOPMENT AGREEMENT (May 13th, 2005)

CONFIDENTIAL EXHIBIT 10.1 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS([**]), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES ACT OF1933, AS AMENDED DEVELOPMENT AGREEMENT This DEVELOPMENT AGREEMENT (this "Agreement") is entered into as of January 24, 2005 (the "Effective Date"), by and between Miltenyi Biotec GmbH, having an address of Friedrich-Ebert-Str. 68, D-51429 Bergisch Gladbach, Germany ("MILTENYI") and ViaCell, Inc., having an address of 245 First Street, Fifteenth Floor, Cambridge, MA 02142-1292 USA (including its Affiliates), ("VIACELL"). WHEREAS, MILTENYI has expertise in providing technology and technical development capabilities and MILTENYI has developed systems, including the CliniMACS(R) System, for separating certain cells from a mixture contain

Viacell Inc – THIRD AMENDMENT TO LEASE (March 31st, 2005)

EXHIBIT 10.28.2 THIRD AMENDMENT TO LEASE This Third Amendment to Lease ("Third Amendment") is made as of December 17, 2004, by and between ARE-ONE INNOVATION DRIVE, LLC, a Delaware limited liability company ("Landlord"), and VIACELL, INC., a Delaware corporation ("Tenant"). RECITALS A. Landlord is the landlord and Tenant is the tenant under a Lease dated as of February 24, 2000, between Landlord and Tenant's predecessor by name change t.Breeders, Inc., as amended by that certain First Amendment to Lease dated as of May 23, 2001, between Landlord and tenant and as further amended by that certain Second Amendment to Lease dated as of April 14, 2002, between Landlord and Tenant (as amended, the "Lease"), under which tenant leases approximately 18,501 rentable square feet of space in the building commonly known as One Innovation Drive, Worcester,

Viacell Inc – WARRANT TO PURCHASE COMMON STOCK (March 31st, 2005)

EXHIBIT 4.4 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. NO. [W-#] VIACELL, INC. WARRANT TO PURCHASE COMMON STOCK This certifies that, for value received, [WARRANTHOLDER] (the "Holder") is entitled to subscribe for and purchase up to [SHARES] shares (subject to adjustment from time to time pursuant to the provisions of Section 5 hereof) of fully paid and nonassessable Common Stock of VIACELL, INC., a Delaware corporation (the "Company")

Viacell Inc – AGREEMENT (January 11th, 2005)

EXHIBIT 4.6.1 AGREEMENT THIS AGREEMENT is made and entered into as of the 31ST DAY OF DECEMBER, 2004, by and between VIACELL, INC., a corporation organized and existing under the laws of the State of Delaware (as successor to t.Breeders, Inc.), having an office at 245 First St, Cambridge, MA 02142 ("ViaCell"), and ARE-ONE INNOVATION DRIVE, LLC, a limited liability company organized and existing under the laws of the State of Delaware ("ARE-One"). ViaCell and ARE-One are sometimes referred to herein individually as a "Party" and collectively as the "Parties." WHEREAS, the Parties entered into that certain letter agreement dated February 24, 2000 (the "2000 Letter Agreement") providing for certain rights of ARE-One to purchase securities of ViaCell; WHEREAS, ViaCell is proposing to engage in an initial public offering of its common stock, and, in order to facilit

Viacell Inc – 2004 EMPLOYEE STOCK PURCHASE PLAN (January 3rd, 2005)

EXHIBIT 10.2 VIACELL, INC. 2004 EMPLOYEE STOCK PURCHASE PLAN 1. PURPOSE. This 2004 Employee Stock Purchase Plan (the "Plan") is adopted by ViaCell, Inc. (the "Company") to provide Eligible Employees who wish to become shareholders of the Company an opportunity to purchase shares of Common Stock, par value $0.01 per share, of the Company ("Common Stock"). The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 of the Internal Revenue Code of 1986, as amended (the "Code"), and the provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423. 2. CERTAIN DEFINITIONS. As used in this Plan: (a) "Board" means the Board of Directors of the Company, and "Committee" means the Compensation Committee of the Board or such other com

Viacell Inc – UNDERWRITING AGREEMENT (January 3rd, 2005)

EXHIBIT 1.1 [INSERT NUMBER OF SHARES] VIACELL, INC. COMMON STOCK UNDERWRITING AGREEMENT ______ __, 2004 CREDIT SUISSE FIRST BOSTON LLC UBS SECURITIES LLC LAZARD FRERES & CO. LLC LEERINK SWANN & COMPANY As Representatives of the Several Underwriters, c/o Credit Suisse First Boston LLC Eleven Madison Avenue New York, N.Y. 10010-3629 c/o UBS Securities LLC 299 Park Avenue New York, NY 10171 Dear Sirs: 1.ViaCell, Inc, a Delaware corporation ("COMPANY"), proposes to issue and sell [___________] shares ("FIRM SECURITIES") of its Common Stock, $0.01 par value per share ("SECURITIES"), and also proposes to issue and sell to the Underwriters, at the option

Viacell Inc – CERTIFICATE OF INCORPORATION (January 3rd, 2005)

EXHIBIT 3.1.3 SECOND CERTIFICATE OF AMENDMENT OF FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIACELL, INC. ViaCell, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that: FIRST. The amendment to the Corporation's Fifth Amended and Restated Certificate of Incorporation, as amended, ("Fifth Amended and Restated Certificate of Incorporation") set forth below was duly adopted by the directors and by written consent of the stockholders in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware (the "DGCL"), and written notice of the adoption

Viacell Inc – AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN (January 3rd, 2005)

EXHIBIT 10.1 VIACELL, INC. AMENDED AND RESTATED 1998 EQUITY INCENTIVE PLAN 1. PURPOSE; TERM. This ViaCell, Inc. Amended and Restated 1998 Equity Incentive Plan (the "Plan") provides for the grant of incentive awards consisting of or based on the common stock of the Company. The purpose of the Plan is to attract and retain directors and key employees and consultants of the Company and its Affiliates, to provide an incentive for them to achieve performance goals, and to enable them to participate in the growth of the Company by granting Awards with respect to the Company's Common Stock. No Awards may be granted under the Plan after 2008, but Awards granted prior to that date may continue in accordance with their terms. Certain capitalized terms used herein are defined in Section 9 below. 2. ADMINISTRATION. The Plan shall be administered by the

Viacell Inc – RESEARCH AGREEMENT (December 27th, 2004)

EXHIBIT 10.33 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([**]), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED RESEARCH AGREEMENT THIS AGREEMENT is made as of December 13, 2004, by and between Viacell, Inc., having a place of business at 234 First Street, Cambridge MA 02142 ("VIACELL"), and Genzyme Corporation, having a place of business at 500 Kendall Street, Cambridge, MA 02142 ("GENZYME"). WHEREAS, VIACELL has proprietary information and technology related to cells useful for treating diabetes and other metabolic disorders as well as methods for culturing such cells; WHEREAS, GENZYME has proprietary information and technology related to compositions and methods employed in cell culture, and in particular, in cell cul

Viacell Inc – LICENSE AGREEMENT (October 26th, 2004)

EXHIBIT 10.32 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([*]), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. LICENSE AGREEMENT THIS AGREEMENT is dated as of the 1st day of September, 2004 (the "Effective Date"), between Tyho Galileo Research Laboratory, a LLC organized under the laws of New York with a principal place of business at 101 Old Short Hills Road, Suite 501, West Orange, NJ 07052 ("Galileo") and ViaCell, Inc., a corporation organized under the laws of Delaware with a principal place of business at 245 First Street, Cambridge, MA 02142 ("ViaCell"). WHEREAS, Galileo has been engaged in research in the field of human gamete cryopreservation; WHEREAS, that research led to the United States patents, patent applications an

Viacell Inc – SECOND AMENDMENT TO SUBLEASE (October 26th, 2004)

Exhibit 10.26.2 SECOND AMENDMENT TO SUBLEASE This Second Amendment to Sublease, dated as of December 18, 2003 (this "Second Amendment"), is by and between ARIAD Corporation, a Delaware corporation ("Sublandlord"), with a place of business at 26 Landsdowne Street, Cambridge, Massachusetts 02139, and ViaCell, Inc., a Delaware corporation ("Subtenant") with an address of 131 Clarendon Street, 3rd Floor, Boston, MA 02116 PRELIMINARY STATEMENT By Lease dated January 8, 1992 ("Original Lease"), ARIAD Pharmaceuticals, Inc. leased from Forest City Cambridge, Inc. ("Prime Landlord") approximately 100,361 rentable square feet of space in the building known as The Jackson Building, having a street address of 26 Landsdowne Street, Cambridge, Massachusetts ("Building"). The Prime Lease Premises (defined herein). ARIAD Pharmaceuticals, Inc. assigned its in

Viacell Inc – SECOND AMENDMENT TO LEASE (October 26th, 2004)

Exhibit 10.28.1 SECOND AMENDMENT TO LEASE This Second Amendment to Lease ("Second Amendment") is made as of April 4, 2002, by and between ARE-One Innovation Drive, LLC, a Delaware limited liability company ("Landlord"), and ViaCell, Inc., a Delaware corporation ("Tenant"). RECITALS 1. Landlord is the landlord and Tenant is the tenant under a Lease dated as of February 24, 2000, between Landlord and Tenant's predecessor by name change t.Breeders, Inc., as amended by that certain First Amendment To Lease dated as of May 31, 2001, between Landlord and Tenant (as amended, the "Lease"), under which Tenant leases approximately 17,201 rentable square feet of space in the building commonly known as One Innovation Drive, Worcester, Massachusetts. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lea

Viacell Inc – FIRST AMENDMENT TO SUBLEASE (October 26th, 2004)

Exhibit 10.26.1 FIRST AMENDMENT TO SUBLEASE This First Amendment to Sublease, dated as of February 14, 2003 (this "First Amendment"), is by and between ARIAD Corporation, a Delaware corporation ("Sublandlord"), with a place of business at 26 Landsdowne Street, Cambridge, Massachusetts 02139, and ViaCell, Inc., a Delaware corporation ("Subtenant") with an address of 131 Clarendon Street, 3rd Floor, Boston, MA 02116. PRELIMINARY STATEMENT By Lease dated January 8, 1992 ("Original Lease"), ARIAD Pharmaceuticals, Inc. leased from Forest City Cambridge, Inc. ("Prime Landlord") approximately 100,361 rentable square feet of space in the building known as The Jackson Building, having a street address of 26 Landsdowne Street, Cambridge, Massachusetts ("Building"). The Prime Lease Premises (defined below) are more particularly described in the Prime Lease (d

Viacell Inc – AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT (October 26th, 2004)

EXHIBIT 10.13.1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This Amendment No. 1 to Stock Purchase Agreement dated as of October 25, 2004 (the "Amendment") amends the Stock Purchase Agreement (the "Agreement") dated as of September 30, 2003 among ViaCell, Inc. ("ViaCell"), Kourion Therapeutics AG (the "Company") and the Sellers party thereto (the "Sellers"). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. WHEREAS, ViaCell, the Company and the Sellers are parties to the Agreement pursuant to which ViaCell purchased all of the outstanding shares of capital stock of the Company on the terms set forth in the Agreement; WHEREAS, ViaCell, the Company and the Sellers have each acknowledged and agreed, and further acknowledge and agree by their execution of this Amendment, that the Agreement contains an error regarding the release of

Viacell Inc – LICENSE AGREEMENT (June 24th, 2004)

Exhibit 10.20 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([*]), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED LICENSE AGREEMENT THIS AGREEMENT, effective as of March 15, 2002 ("EFFECTIVE DATE"), is made by and between THE GENERAL HOSPITAL CORPORATION, a not-for-profit corporation doing business as Massachusetts General Hospital, having a place of business at Fruit Street, Boston, Massachusetts 02114 ("GENERAL"), and VIACELL ENDOCRINE SCIENCE, INC., a subsidiary of ViaCell, Inc., having offices at 131 Clarendon Street, Boston, Massachusetts 02116 ("VIACELL"). WHEREAS, under research programs funded by the Howard Hughes Medical Institute ("HHMI"), GENERAL and the U.S. Government, HHMI and GENERAL, through research conducted by Dr. Joel

Viacell Inc – CERTIFICATE OF INCORPORATION (May 25th, 2004)

EXHIBIT 3.1.2 CERTIFICATE OF AMENDMENT OF FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIACELL, INC. ViaCell, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify that: FIRST. The amendment to the Corporation's Fifth Amended and Restated Certificate of Incorporation set forth below was duly adopted by the directors and by written consent of the stockholders in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law of the State of Delaware (the "DGCL"), and written notice of the adoption of this Certificate of Amendment to Fifth Amended and Restated Certificate

Viacell Inc – REGISTRATION RIGHTS AGREEMENT (May 25th, 2004)

EXHIBIT 4.5.1 EXECUTION COPY AMENDMENT TO FIFTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT April 1, 2004 To each of the several holders of Restricted Stock named in Exhibit A attached hereto. Ladies and Gentlemen: Pursuant to the Registration Rights Agreement dated as of November 26, 1997 by and among t. Breeders, Inc., now known as Viacell, Inc., a Delaware corporation (the "Company"), and the purchasers listed in the signature pages thereto (as amended and restated by that certain Amended and Restated Registration Rights Agreement, dated April 11, 2000, and as further amended by the Second Amended and Restated Registration Rights Agreement, dated November 10, 2000, the Third Amended and Restated Registration Rights Agreement, dated Oc

Viacell Inc – NON-EXCLUSIVE LICENSE AGREEMENT (May 25th, 2004)

EXHIBIT 10.16 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([**]), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED NON-EXCLUSIVE LICENSE AGREEMENT This non-exclusive License Agreement (the "Agreement") is effective as of January 1, 2003 (the "Effective Date") by and between ViaCell, Inc., a Delaware corporation having its principal place of business at 131 Clarendon Street, Boston, Massachusetts 02116 ("ViaCell") and SmithKline Beecham Corporation doing business as GlaxoSmithKline, a Pennsylvania corporation having offices at Five Moore Drive, Research Triangle Park, North Carolina 27709 ("SB Corp") and Glaxo Group Limited, a company under English Law with offices at GSK House, 980 Great West Road, Brentford, Middlesex, United Kingdom TW 8 9GS ("GGL") ( SB

Viacell Inc – CERTIFICATE OF INCORPORATION (May 25th, 2004)

Exhibit 3.1.1 FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIACELL, INC. Pursuant to Section 242 and 245 of the General Corporation Law of the State of Delaware The undersigned, for the purpose of amending and restating the Amended and Restated Certificate of Incorporation of ViaCell, Inc. (the "Corporation"), as amended and supplemented heretofore under the laws of the State of Delaware hereby certifies as follows: 1. The corporation was incorporated in the State of Delaware on September 2, 1994 under the name "t. Breeders, Inc." 2. Pursuant to an Amended and Restated Certificate of Incorporation, dated April 11, 2000, the name of the Corporation was changed to ViaCell, Inc. 3. Pursuant to a una

Viacell Inc – LICENSE AGREEMENT (April 5th, 2004)

Exhibit 10.17 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS ([**]), HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED CO-DEVELOPMENT AND LICENSE AGREEMENT between VIACELL, INC. and GAMETE TECHNOLOGY, INC. Dated as of July 15, 2003 CO-DEVELOPMENT AND LICENSE AGREEMENT This CO-DEVELOPMENT AND LICENSE AGREEMENT (this "Agreement"), dated as of July 15, 2003, is between Gamete Technology, Inc., a company duly organized and existing under the laws of Rhode Island and having

Viacell Inc – CERTIFICATE OF INCORPORATION (April 5th, 2004)

EXHIBIT 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VIACELL, INC. ViaCell, Inc., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), does hereby submit this Amended and Restated Certificate of Incorporation, duly adopted pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware, for the purpose of amending and restating the Certificate of Incorporation of the Corporation, which was originally filed with the Secretary of State of the State of Delaware on September 2, 1994 under the name t. Breeders, Inc. The text of the Amended and Restated Certificate of Incorporation is hereby restated and amended to read in its entirety as follows: ARTICLE I

Viacell Inc – AGREEMENT executed on October 1, 2002 by and between (April 5th, 2004)

EXHIBIT 10.30 ENGLISH-LANGUAGE SUMMARY OF: AGREEMENT executed on October 1, 2002 by and between W.H.L. Grundstucksgemeinschaft GbR, with an address at Immigrather Street 51, 42799 Leichlingen, Germany, (hereinafter referred to as the "Landlord"), with Mr. Alfried Lages acting with authority on the Landlord's behalf, and Kourion Therapeutics AG, Himmelgeister Street 248, 40225 Dusseldorf, Germany (hereinafter referred to as the "Tenant") with Dr. Hans-Dieter Royer or Mr. Jurgen Peter acting with authority on the Tenant's behalf. ** NOTE: The following summary is an English-language summary of a German-language agreement; it is not a translation of such agreement. This summary has been prepared and filed with the U.S. Securities and Exchange Commission by the Registrant in accordance with subparagraph (c)(3) of Rule 403 promulgated under the Securities Act of 1933, as amended. **

Viacell Inc – FORM OF SECURITY DEPOSIT PLEDGE AGREEMENT (April 5th, 2004)

EXHIBIT 10.15.3 This Form of Security Deposit Pledge Agreement represents two identical agreements executed by the Registrant, except that in one such agreement "Collateral" is defined as "$1,250,000" and in the other, as "$500,000." FORM OF SECURITY DEPOSIT PLEDGE AGREEMENT (Loan) THIS SECURITY DEPOSIT PLEDGE AGREEMENT (this "AGREEMENT") is made and entered into as of the 16th day of October, 2003, by and between VIACELL, INC. a Delaware corporation with its principal place of business at 131 Clarendon St., Boston, MA 02116 ("DEBTOR") and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, with its principal place of business at 401 Merritt 7, Norwalk, CT 06851-1177 ("SECURED PARTY"). In consideration of, and as an inducement for Secured Party to lend funds to Debtor under the Master Security Agreement, dated as of October 16, 2003, and an