3,500,000 Shares Osiris Therapeutics, Inc. Common Stock ($0.001 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • August 3rd, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Osiris Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as Representatives (the “Representatives”) an aggregate of 3,500,000 shares (the “Firm Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”). The respective amounts of the Firm Shares to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto. The Company also proposes to sell at the Underwriters’ option an aggregate of up to 525,000 additional shares of the Company’s Common Stock (the “Option Shares”) as set forth below.
EMPLOYMENT AGREEMENTEmployment Agreement • February 8th, 2011 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the 7th of February 2011, (the “Effective Date”) by and between Osiris Therapeutics, Inc., a Delaware corporation (the “Company”), and Stephen W. Potter, (the “Executive”).
DIRECTOR AGREEMENTDirector Agreement • March 28th, 2018 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland
This DIRECTOR AGREEMENT is made as of June 23, 2016 (the “Agreement”), by and between Osiris Therapeutics, Inc., a Maryland corporation (the “Company”), and Thomas M. Brandt, Jr. (the “Director”).
CONFIDENTIAL PURCHASE AGREEMENT by and between MESOBLAST INTERNATIONAL SÀRL (“MSB”) and OSIRIS THERAPEUTICS, INC. (“OTI”) DATED AS OF OCTOBER 10, 2013Purchase Agreement • March 31st, 2014 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS ASSUMPTION AGREEMENT, made as of October 10, 2013, by and between Osiris Therapeutics, Inc. (the “Assignor”) and Mesoblast International Sàrl (the “Assignee”), is being executed pursuant to that Purchase Agreement dated as of October 10, 2013, by and among the Assignor and the Assignee (the “Agreement”).
AGREEMENT OF LEASE by and between COLUMBIA GATEWAY S-28, L.L.C. and OSIRIS THERAPEUTICS, INC. (7015 Albert Einstein Drive, Columbia, Maryland 21044)Agreement of Lease • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AGREEMENT OF LEASE (this “Lease”) made this ______________ day of ______________________, 2006, by and between COLUMBIA GATEWAY S-28, L.L.C. (the “Landlord”) and OSIRIS THERAPEUTICS, INC. (the “Tenant”), witnesseth that the parties hereby agree as follows:
EMPLOYMENT SEPARATION AGREEMENT AND RELEASEEmployment Separation Agreement and Release • September 11th, 2009 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances)
This Employment Separation Agreement and Release (the “Agreement”) is made and entered into as of this 8th day of September, 2009 (the “Execution Date”), by and between Osiris Therapeutics, Inc., a Delaware corporation (the “Company”), and Richard W. Hunt (the “Executive”). The Company and the Executive are sometimes referred to as the “Parties” or individually as a “Party” to this Agreement.
THIRD AMENDMENT TO AGREEMENT OF LEASEAgreement of Lease • March 27th, 2017 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO AGREEMENT OF LEASE (this “Amendment”) is made this 25th day of September 2014, by COLUMBIA GATEWAY S-28, L.L.C., a Maryland limited liability company (“Landlord”) and OSIRIS THERAPEUTICS, INC., a Maryland corporation (“Tenant”).
EXCLUSIVE SERVICE AGREEMENTExclusive Service Agreement • March 27th, 2017 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • New York
THIS EXCLUSIVE SERVICE AGREEMENT, including all appendices hereto and as may be amended from time to time (this “Agreement”), is made and entered into effective as of the 19th day of December, 2014 (the “Effective Date”), by and between Howmedica Osteonics Corp., also referred to as Stryker Orthopaedics (“Stryker”), a New Jersey corporation, having a place of business at 325 Corporate Drive, Mahwah, New Jersey 07430 and Osiris Therapeutics, Inc. (“Osiris”), a Maryland corporation, having a place of business at 7015 Albert Einstein Drive, Columbia, Maryland 21046. Stryker and Osiris are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 20th, 2019 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of March 12, 2019, is entered into by and among Smith & Nephew Consolidated, Inc., a Delaware corporation (“Parent”); Papyrus Acquisition Corp., a Maryland corporation and an indirect wholly owned Subsidiary of Parent (“Sub”); and the undersigned stockholders of Osiris Therapeutics, Inc., a Maryland corporation (the “Company”) set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of March 5, 2003, between OSIRIS ACQUISITION II, INC., a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Investor”).
MANUFACTURING AGREEMENTManufacturing Agreement • November 10th, 2008 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS MANUFACTURING AGREEMENT (the “Agreement”) is made and entered into as of July 24, 2008 (the “Effective Date”), by and between Osiris Therapeutics, Inc. (“Osiris”), a Delaware corporation, and NuVasive, Inc. (“NuVasive”), a Delaware corporation.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
REGISTRATION RIGHTS AGREEMENT, dated as of August __, 1999, between Osiris Therapeutics, Inc., a Delaware corporation (the “Company”), and Cambrex Corporation, a Delaware corporation (the “Stockholder”)
CONTRACT MANUFACTURING AGREEMENTContract Manufacturing Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This CONTRACT MANUFACTURING AGREEMENT (this “Agreement”) is made and entered into this 5th day of March, 2003 (the “Effective Date”), by and between BOSTON SCIENTIFIC CORPORATION (“BSC”) a Delaware corporation, and OSIRIS ACQUISITION II, INC. (“Osiris”), a Delaware corporation (each a “Party,” and collectively, the “Parties”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • November 10th, 2008 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AMENDMENT TO ASSET PURCHASE AGREEMENT (this “Amendment”) dated as of September 30, 2008, is by and between OSIRIS THERAPEUTICS, INC. , a Delaware corporation (“ Seller ”), and NUVASIVE, INC. , a Delaware corporation (“ Purchaser ”). Capitalized terms used herein and not otherwise defined shall have the meaning given them in the Asset Purchase Agreement, dated May 8, 2008, between Seller and Purchaser (the “ Agreement ”). Seller and Purchaser shall each be referred to herein as a “ Party ” and collectively as the “ Parties ..”
AMENDMENT TO LOCK-UP AGREEMENT August 15, 2007Lock-Up Agreement • September 20th, 2007 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances)
Reference is made to that certain Lock-Up Agreement dated October 30, 2006 (the “Original Agreement”) by Peter Friedli, Venturetec, Inc., and U.S. Venture 05, Inc, to and for the benefit of Osiris Therapeutics, Inc. (the “Company”), and pursuant to which Peter Friedli, Venturetec, Inc. and U.S. Venture 05, Inc. agreed, among other things, not to, directly or indirectly, offer, sell, contract to sell (including any short sales), grant any option to purchase, or otherwise to dispose of, any shares of common stock, par value $0.001 per share, of the Company, or to enter into any Hedging Transaction (as defined in the Original Agreement) relating to the common stock of the Company, during the Lock-Up Period (defined in the Original Agreement as commencing on October 30, 2006 and continuing until, and including January 30, 2008), without the prior written consent of the Company.
AMENDMENT NO.1 TO THE LOAN AGREEMENT Dated as of March 12, 2004 Between OSIRIS THERAPEUTICS, INC. as Borrower and BOSTON SCIENTIFIC CORPORATION, as LenderThe Loan Agreement • May 12th, 2006 • Osiris Therapeutics, Inc. • Delaware
Osiris Therapeutics, Inc.Osiris Therapeutics, Inc. • June 20th, 2006 • Biological products, (no disgnostic substances)
TERMINATION AGREEMENTTermination Agreement • March 17th, 2008 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Termination Agreement (this "Termination Agreement") is made as of December 31, 2007, by and between Boston Scientific Corporation, a Delaware corporation ("BSC"), and Osiris Therapeutics, Inc., a Delaware corporation (formerly Osiris Acquisition II, Inc.) ("Osiris" and each of BSC and Osiris are a "Party" and collectively, the "Parties"). Terms used but not defined herein shall be used as defined in the Development Agreement (as defined below).
MARKETING, COLLABORATION AND LICENSE AGREEMENTMarketing, Collaboration and License Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland
This Agreement is effective as of August 11, 1999, (“the EFFECTIVE DATE”) by and between Osiris Therapeutics, Inc., a Delaware corporation, having an address at 2001 Aliceanna Street, Baltimore, Maryland 21231 (“OSIRIS”), and BIOWHITTAKER, Inc., a Delaware corporation having offices at 8830 Biggs Ford Road, Walkersville, MD 21793 (“BIOWHITTAKER”).
INVESTMENT AGREEMENT Between OSIRIS ACQUISITION II, INC. And BOSTON SCIENTIFIC CORPORATION Dated as of March 5, 2003Investment Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
INVESTMENT AGREEMENT (this “Agreement”), dated as of March 5, 2003 (the “Signing Date”), between OSIRIS ACQUISITION II, INC., a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Investor” and, together with the Company, the “Parties”).
SUBLEASE AGREEMENTSublease Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland
DISTRIBUTION AND SUPPLY AGREEMENTDistribution and Supply Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This Distribution and Supply Agreement by and between Osiris Therapeutics, Inc., a Delaware corporation having a principal place of business at 2001 Aliceanna Street, Baltimore, MD 21231 (“Osiris”), and Blackstone Medical, Inc., a Massachusetts corporation having a principal place of business at 90 Brookdale Dr., Springfield, MA 01104 (“Distributor”), is dated as of November 10, 2005 (the “Effective Date”). Osiris and Distributor may be referred to herein as a “Party” or, collectively, as the “Parties.”
Osiris Therapeutics, Inc. Stock Option Award Agreement Terms and ConditionsStock Option Award Agreement • March 15th, 2019 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland
This Stock Option Award Agreement, along with the Osiris Therapeutics, Inc. Stock Option Award Summary delivered herewith (the “Award Summary”), once signed by the individual named on the Award Summary (the “Participant”), shall constitute an Agreement made as of the Grant Date (as indicated on the Award Summary), by and between Osiris Therapeutics, Inc., a Maryland corporation having its principal office at 7015 Albert Einstein Drive, Columbia, MD 20146 (“Osiris” or the “Company”), and the Participant.
EMPLOYEE CONFIDENTIALITY, NONCOMPETITION AND INVENTION AGREEMENTNoncompetition and Invention Agreement • June 26th, 2017 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland
This Agreement effective as of the 10th day of July, 2017 (Effective Date) by and between OSIRIS THERAPEUTICS, INC., a corporation having a place of business at 7015 Albert Einstein Drive, Columbia, Maryland 21046 (hereinafter “Osiris” or the “Company”), and Linda Palczuk (hereinafter “Employee”);
COLLABORATION AGREEMENT by and between GENZYME CORPORATION and OSIRIS THERAPEUTICS, INC.Collaboration Agreement • March 16th, 2009 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS COLLABORATION AGREEMENT (the “Agreement”) dated this 31st day of October, 2008 (the “Effective Date”) is made by and between Genzyme Corporation, a Massachusetts corporation having its principal place of business at 500 Kendall Street, Cambridge, Massachusetts 02142 (“Genzyme”) and Osiris Therapeutics, Inc., a Delaware corporation having its principal place of business at 7015 Albert Einstein Drive, Columbia, Maryland 21046 (“Osiris”).
LICENSE AGREEMENTLicense Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This LICENSE AGREEMENT (this “Agreement”) is made and entered into this 5th day of March, 2003 (the “Effective Date”), by and between BOSTON SCIENTIFIC CORPORATION (“BSC”), a Delaware corporation and OSIRIS ACQUISITION II, INC. (“Osiris”), a Delaware corporation (each a “Party,” and collectively, the “Parties”).
SECURITY AGREEMENT Dated March 12, 2004 From OSIRIS THERAPEUTICS, INC. as Grantor to BOSTON SCIENTIFIC CORPORATION as Secured PartySecurity Agreement • May 12th, 2006 • Osiris Therapeutics, Inc. • Delaware
SECURITY AGREEMENT dated March 12, 2004, made by OSIRIS THERAPEUTICS, INC., a Delaware corporation (the “Grantor”), to BOSTON SCIENTIFIC CORPORATION, as Secured Party (the “Secured Party”).
Company Voting and Support AgreementCompany Voting and Support Agreement • May 12th, 2008 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
COMPANY VOTING AND SUPPORT AGREEMENT, dated as of May 8, 2008, (this “Agreement”), by and between Nuvasive, Inc. (“Nuvasive”), a Delaware corporation, and (the “Stockholder”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Asset Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and between Nuvasive and Osiris Therapeutics, Inc. (the “Company”).
AMENDMENT NO. 3 TO MANUFACTURING AGREEMENTManufacturing Agreement • May 11th, 2009 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 3 TO MANUFACTURING AGREEMENT (this “Third Amendment”) is made and entered into as of March 25, 2009 (the “Effective Date”), by and between Osiris Therapeutics, Inc., a Delaware corporation (“Osiris”), and NuVasive, Inc., a Delaware corporation (“NuVasive”).
Freigutstrasse 5Osiris Therapeutics, Inc. • June 20th, 2006 • Biological products, (no disgnostic substances)
Reference is made to the letter (the “Termination Letter”) recently delivered and providing for termination of the Consulting Agreement (the “Consulting Agreement”) previously entered into between Friedli Corporate Finance AG, and or now Friedli Corporate Finance, Inc. (individually and collectively, “FCF”), and Osiris Therapeutics, Inc. (“Osiris”). A copy of the Termination Letter is attached hereto as Exhibit A.
CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENTConvertible Promissory Note Conversion Agreement • January 18th, 2008 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS CONVERTIBLE PROMISSORY NOTE CONVERSION AGREEMENT (this “Agreement”) is made and entered into this 19th day of December 2007 by and among OSIRIS THERAPEUTICS, INC., a Delaware corporation (the “Company”), and the person(s) listed on and executing the signature page hereto or a counterpart thereof (each, a “Noteholder” and collectively, the “Noteholders”).
U.S. $50,000,000 LOAN AGREEMENT Dated as of March 5, 2003 Between OSIRIS ACQUISITION II, INC., as Borrower and BOSTON SCIENTIFIC CORPORATION, as LenderLoan Agreement • May 12th, 2006 • Osiris Therapeutics, Inc. • Delaware
LOAN AGREEMENT (this “Loan Agreement” or “Agreement”) between OSIRIS ACQUISITION II, INC., a Delaware corporation (the “Borrower”) as borrower and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Lender” and, together with the Borrower, the “Parties”) as lender.
TECHNOLOGY TRANSFER AND LICENSE AGREEMENT Between CASE WESTERN RESERVE UNIVERSITY and OSIRIS THERAPEUTICS, INC.Technology Transfer and License Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Ohio
This Agreement, effective as of the 1st day of January, 1993 (“Effective Date”), is between OSIRIS THERAPEUTICS, Inc., a corporation domiciled in the State of Ohio having an address at 11000 Cedar Avenue, Cleveland, OH 44106 (“OSIRIS”), and Case Western Reserve University, an Ohio non-profit corporation having its principal office at 2040 Adelbert Road, Cleveland, Ohio (“CWRU”).
LOCK-UP AGREEMENTLock-Up Agreement • November 2nd, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances)
SEPARATION AND RELEASE AGREEMENTSeparation and Release Agreement • February 26th, 2016 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland
Osiris Therapeutics (“Osiris” or the “Company”) and Lode Debrabandere (“You”) enter into this Separation and Release Agreement (“Agreement”) effective as of the Effective Date (as defined below).
