CELLULAR DYNAMICS INTERNATIONAL, INC. and ________________________________, as TrusteeCellular Dynamics International, Inc. • September 2nd, 2014 • Biological products, (no disgnostic substances) • New York
Trust Indenture Act Section Indenture Section § 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 609 (b) 608, 610 § 311 (a) 107 (b) 107 (b)(2) 703(a) § 312 (a) 701, 702(a) (b) 702(b) (c) 702(c) § 313 (a) 703(a) (b) 703(a) (c) 703(a), 703(b) (d) 703(b) § 314 (a) 704 (a)(4) 1004 (b) Not Applicable (c)(1) 102 (c)(2) 102 (c)(3) Not Applicable (d) Not Applicable (e) 102 § 315 (a) 601(a) (b) 602 (c) 601(b) (d) 601(c) (d)(1) 601(c)(1) (d)(2) 601(c)(2) (d)(3) 601(c)(3) (e) 514 § 316 (a) 101 (a)(1)(A) 502, 512 (a)(1)(B) 513 (a)(2) Not Applicable (b) 508 § 317 (a)(1) 503 (a)(2) 504 (b) 1003 § 318 (a) 107
UNDERWRITING AGREEMENT CELLULAR DYNAMICS INTERNATIONAL, INC. [●] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • July 1st, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • New York
CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENTOption Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
AMENDED AND RESTATED EQUITY AGREEMENTAgreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
This Agreement is effective as of the Effective Date (as hereinafter defined), by and between WiCell Research Institute, Inc. (hereinafter called “WiCell”), a nonstock, nonprofit Wisconsin corporation, and Cellular Dynamics International, Inc., formerly known as iPS Cells, Inc. (hereinafter called “Company”), a corporation organized and existing under the laws of Wisconsin;
FORM OF WARRANTCellular Dynamics International, Inc. • September 2nd, 2014 • Biological products, (no disgnostic substances) • Wisconsin
THIS WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on ________________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Cellular Dynamics International, Inc. a Wisconsin corporation (the “Company”), up to __________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of _________ Stock. The purchase price of one share of _________ Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
THIS EMPLOYMENT AGREEMENT (the “Agreement”) between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and Thomas M. Palay (the “Executive”) is entered into as of July 30, 2013 (the “Effective Date”). In consideration of the covenants contained herein, the parties agree as follows:
SERVICES AGREEMENTServices Agreement • March 11th, 2014 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • California
THIS SERVICES AGREEMENT (“Agreement”), effective as of December 1, 2013 (the “Effective Date”), by and between CELLULAR DYNAMICS INTERNATIONAL, INC., a Wisconsin corporation having its address at 525 Science Drive, Madison, Wisconsin 53711 (“CDI” or a “Party”), and CORIELL INSTITUTE FOR MEDICAL RESEARCH, a New Jersey non‑profit corporation having its address at 403 Haddon Avenue, Camden, New Jersey 08103 (“Coriell” or a “Party” and, collectively, with CDI, the “Parties”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 30th, 2015 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
This Tender and Support Agreement (this “Agreement”), is dated as of March 30, 2015, by and between FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (“Parent”), Badger Acquisition Corporation, a Wisconsin corporation and wholly-owned subsidiary of Parent (“Sub”), and that certain stockholder of Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”) set forth on Schedule A hereto (the “Stockholder”).
Consulting AgreementConsulting Agreement • February 26th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
This Consulting Agreement, effective as of the 19th day of December, 2008, is made by and between Cellular Dynamics International, Inc. (the “Company”) and Dr. Craig T. January (“Consultant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made effective as of _______ __, 20__ (subject to what is provided in Section 11(b) hereof), between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and _______________ (“Indemnitee”).
Cellular Dynamics International, Inc. University Research Park Madison, WI 53711 November 18, 2013Cellular Dynamics International, Inc. • April 3rd, 2015 • Biological products, (no disgnostic substances) • Wisconsin
This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”). They are as follows:
LICENSE AGREEMENTWarf Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
(****) DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION.
CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENTStock Option Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
This Option Agreement, entered into as of __________________ (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and [NAME] (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2013 Equity Incentive Plan (the “Plan”).
SUPPLY AGREEMENTSupply Agreement • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • New Jersey
This Supply Agreement (“Supply Agreement”), effective as of July 6, 2010 (“Effective Date”), is by and between Cellular Dynamics International, Inc. (“CDI”) and Hoffmann-La Roche Inc., with an address of 340 Kingsland Street, Nutley New Jersey (“Roche”).
Hepatocyte Collaborative Research AgreementHepatocyte Collaborative Research Agreement • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • New Jersey
This Collaborative Research Agreement is entered into as of May 16, 2011, (the “Effective Date”) by and between on the one hand, Hoffmann-La Roche Inc. located at 340 Kingsland Street, Nutley, New Jersey 07110 (“Roche”) and, on the other hand, Cellular Dynamics International, Inc. located at 525 Science Drive, Madison, WI 53711 (“CDI”)
Cellular Dynamics International, Inc. University Research Park Madison, WI 53711 December 11, 2008Cellular Dynamics International, Inc. • February 26th, 2013 • Biological products, (no disgnostic substances) • Wisconsin
This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”). They are as follows:
iPSC Derivation AgreementIpsc Derivation Agreement • November 4th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • California
This iPSC Derivation Agreement (“Agreement”) is entered into on this 28th day of October 2013 (the “Effective Date”) by and between the California Institute for Regenerative Medicine (“CIRM”) having as its address 210 King Street 3rd Floor, San Francisco, California and Cellular Dynamics International, Inc. (“CDI”) having a primary place of business at 525 Science Drive, Madison, WI 53711 (singularly a “Party,” jointly the “Parties”).
1st Amendment1st Amendment • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)
This Amendment ("Amendment") is made to Distributor Agreement by and between Cellular Dynamics International, Inc. (the "CDI") and iPS Academia Japan, Inc. ("Distributor") dated April 29, 2011 ("Agreement"), and the definitions used in the Agreement shall be also applied to this Amendment.
PROMISSORY NOTECellular Dynamics International, Inc. • June 3rd, 2013 • Biological products, (no disgnostic substances) • Wisconsin
FOR VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration for the terms and conditions set forth in the Technology Venture Fund and Economic Diversification Program Agreement (“Agreement”) between the Wisconsin Department of Commerce (“Department”) and Cellular Dynamics International, Inc. (“Borrower”) also identified as Contract # TVF FY07-17050/GEDL FY07-17072, the Borrower promises to pay the Department the principal sum of Seven Hundred Fifty Thousand and 00/100 Dollars ($750,000.00), or so much thereof as may be advanced by the Department, together with interest, in accordance with the terms and conditions hereinafter set forth.
AMENDMENT TO LEASECellular Dynamics International, Inc. • June 3rd, 2013 • Biological products, (no disgnostic substances)
AGREEMENT AND PLAN OF MERGER among FUJIFILM HOLDINGS CORPORATION, BADGER ACQUISITION CORPORATION and CELLULAR DYNAMICS INTERNATIONAL, INC. Dated as of March 30, 2015Agreement and Plan of Merger • March 30th, 2015 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
AGREEMENT AND PLAN OF MERGER, dated as of March 30, 2015 (this “Agreement”), by and among FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (“Parent”), Badger Acquisition Corporation, a Wisconsin corporation and a wholly owned Subsidiary of Parent (“Sub”), and Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
BACKGROUNDDistributor Agreement • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • New York
EXCLUSIVE LICENSE AGREEMENT Between INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION Licensor And CELLULAR DYNAMICS INTERNATIONAL LicenseeExclusive License Agreement • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Indiana
Introduction: This Exclusive License Agreement (“Agreement”) is made and entered into on the Effective Date by and between the Indiana University Research and Technology Corporation., a nonprofit corporation organized under the laws of the state of Indiana, having its principal offices at 351 West 10th Street, Indianapolis, Indiana 46202 (hereinafter “IURTC”), and Cellular Dynamics International, Inc., a corporation organized under the laws of the State of Wisconsin, having its address at 525 Science Drive, Madison, Wisconsin 53711 (hereinafter “CDI”).
SUPPLY AND DISTRIBUTION AGREEMENTSupply and Distribution Agreement • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS SUPPLY AND DISTRIBUTION AGREEMENT ("Agreement"), dated June 12, 2012 (the "Effective Date"), is entered into between Life Technologies Corporation, a Delaware corporation having a place of business at 5791 Van Allen Way, Carlsbad, California 92008, U.S.A. ("LTC") and Cellular Dynamics International, Inc., a Wisconsin corporation having a place of business at University Research Park, 525 Science Drive, Suite 200, Madison, Wisconsin 53711 ("CDI"). LTC and CDI are sometimes referred to individually as a "Party" or collectively as the "Parties".
AMENDMENT TO LEASE AGREEMENTTo Lease Agreement • May 17th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO LEASE AGREEMENT ("Amendment") is made as of May 6, 2013 (the “Effective Date”), by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as "Landlord"), and CELLULAR DYNAMICS INTERNATIONAL, INC., a Wisconsin corporation (hereinafter referred to as "Tenant").
Cellular Dynamics International, Inc. University Research ParkCellular Dynamics International, Inc. • July 19th, 2013 • Biological products, (no disgnostic substances)
Following the termination of the Fifth Amended and Restated Shareholders Agreement, dated as of November 1, 2012, by and among Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and the individuals and entities who have executed a counterpart signature page thereto, as amended (the “Shareholders Agreement”), and in consideration of the consent by Sixth Floor Investors LP to such termination, for so long as Sixth Floor Investors LP beneficially owns at least 10% of the shares of outstanding common stock, par value $0.0001 per share (the “Common Stock”), of the Company, the Company shall use its best efforts to cause the Company’s Board of Directors (the “Board”) to nominate and recommend to the shareholders of the Company the election of one nominee designated by Sixth Floor Investors LP at any meeting of the shareholders of the Company (or in any resolution by written consent in lieu thereof) (a) at which nominees are being considered for election to the Bo
Cellular Dynamics International, Inc. University Research Park Madison, WI 53711 December 12, 2008Cellular Dynamics International, Inc. • February 26th, 2013 • Biological products, (no disgnostic substances) • Wisconsin
This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”). They are as follows:
AMENDMENT TO LEASETo Lease • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)
THIS AMENDMENT TO LEASE (“Amendment”) is made as of June 1, 2007, by and between University Research Park, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and Cellular Dynamics International, Inc., a Wisconsin corporation (hereinafter referred to as “Tenant”).
AMENDMENT To The ELI LILLY AND COMPANY & CELLULAR DYNAMICS INTERNATIONAL INC Master Laboratory Services AgreementThe Eli Lilly • June 4th, 2014 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)
WHEREAS, Eli Lilly and Company (Lilly) and Cellular Dynamics International Inc (CDI) desire to amend the Master Laboratory Services Agreement effective November 22, 2010 (the “Agreement”)
PATENT ASSIGNMENTPatent Assignment • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)
WHEREAS, James A. Thomson, a U.S. citizen residing in Wisconsin (the “Assignor”), jointly with another co-inventor, owns all right, title, and interest in and to the patent applications listed in the attached Schedule A (the “Assigned Patents”);
FIRST AMENDMENT TO SUPPLY AGREEMENTSupply Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)
This First Amendment (“Amendment”) to Supply Agreement is by and between Cellular Dynamics International, Inc. (“CDI”) and Hoffmann-La Roche Inc. (“Roche”).
LEASE AGREEMENTLease Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)
This Lease is made by and between University Research Park, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”), and Cellular Dynamics International, Inc., a Wisconsin corporation (hereinafter referred to as “Tenant”), as of the date of execution by Landlord as set forth on the signature page hereof.
Consulting AgreementConsulting Agreement • June 3rd, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
This Consulting Agreement, effective as of the 18th day of October, 2010, is made by and between Cellular Dynamics International, Inc. (the “Company”) and Dr. Stanley D. Rose (“Consultant”).
First Amendment to Supply and Distribution AgreementSupply and Distribution Agreement • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Delaware
This First Amendment to the Supply and Distribution Agreement (“First Amendment”) is made as of February 27, 2013 (“First Amendment Effective Date”) by and between Life Technologies Corporation, a Delaware corporation with offices at 5791 Van Allen Way, Carlsbad, CA 92008 (“LTC”) and Cellular Dynamics International, Inc., a Wisconsin corporation having a place of business at University Research Park, 525 Science Drive, Suite 200, Madison, Wisconsin 53711 (“CDI”). LTC and CDI are sometimes referred to individually as a “Party” or collectively as “Parties”.
Addendum to MSA Center of Excellence EXECUTION COPY 6/21/2012Master Laboratory Services Agreement • April 10th, 2013 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances)
This Addendum is subject to the Master Laboratory Services Agreement effective as November 29, 2010 (“MSA”) between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Cellular Dynamics International Inc., having its principal place of business at University Research Park, 525 Science Drive, Suite 200, Madison, WI 53711 ("CDI") and is made as of the date signed below, and shall be deemed a “Work Order” under the MSA.
