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...
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 the Escrowed
Shares and the issuance of the Contingent Shares and did not at the time of
execution reflect the intention of the parties to the Agreement;
NOW THEREFORE, the parties to this Amendment agree as follows:
1. Amendments to Agreement.
a. The definition of "Qualified Public Offering" in Section 1 of
the Agreement is hereby deleted in its entirety and replaced
with the following:
"Qualified Public Offering" shall mean a firm commitment underwritten
initial public offering of the common stock of ViaCell at a price per share of
at least $9.70 (as appropriately adjusted to reflect any conversion of preferred
stock into common stock, any stock splits or combinations, or any declaration of
dividends or distributions or other similar recapitalization) in which the net
proceeds received by ViaCell equal or exceed $50 million.
2. Miscellaneous.
a. Except as modified hereby, ViaCell, the Company and the
Sellers acknowledge that the Agreement shall continue in full
force and effect in accordance with its terms.
b. This Amendment may be executed in any number of counterparts,
each of which will be deemed an original, but all of which
together will constitute but one and the same instrument. This
Amendment will become effective when duly executed by each
party hereto.
IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as
an agreement under seal as of the date first above written.
THE BUYER: VIACELL, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇
________________________________
Name: ▇▇▇▇ ▇▇▇▇
Title: CEO
THE COMPANY: KOURION THERAPEUTICS AG
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:
[SELLER SIGNATURES TO FOLLOW ON NEXT PAGE]
THE SELLERS: MPM BIOVENTURES II, L.P.
By: MPM Asset Management II, L.P.,
its General Partner
By: MPM Asset Management II LLC,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager
MPM BIOVENTURES II-QP, L.P.
By: MPM Asset Management II, L.P.,
its General Partner
By: MPM Asset Management II LLC,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager
MPM BIOVENTURES GMBH & CO.
PARALLEL-BETEILIGUNGS KG
By: MPM Asset Management II, L.P.,
in its capacity as the
Special Limited Partner
By: MPM Asset Management II LLC,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager
MPM ASSET MANAGEMENT INVESTORS
2001 BVII LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Manager
Amendment Signature Page
MPM FOUNDERS LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
_________________________________
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Member
Amendment Signature Page
KOURION RM (REGENERATIVE MEDIZIN)
GMBH
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: Founder
▇▇▇▇▇▇ ▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
DR. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Seller's Representative
IRK-VERMOGENSVERWALTUNGS GMBH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Seller's Representative
TTHU TECHNOLOGIETRANSFER ▇▇▇▇▇▇▇▇-
▇▇▇▇▇-UNIVERSITAT GMBH
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
__________________________________
Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Seller's Representative
Amendment Signature Page
GESELLSCHAFT VON FREUNDEN UND
FORDERERN AN DER ▇▇▇▇▇▇▇▇-▇▇▇▇▇-
UNIVERSITAT DUSSELDORF E.V.
By: /s/ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_________________________________
Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Seller's Representative
▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
By: /s/ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_________________________________
Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Seller's Representative
▇▇. ▇▇▇▇-▇▇▇▇▇▇ ▇▇▇▇▇
By: /s/ ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
_________________________________
Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Seller's Representative