CONFIDENTIAL PURCHASE AGREEMENT by and between MESOBLAST INTERNATIONAL SÀRL (“MSB”) and OSIRIS THERAPEUTICS, INC. (“OTI”) DATED AS OF OCTOBER 10, 2013Purchase Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of October 10, 2013, by and between Mesoblast International Sàrl, a Swiss société à responsabilité limitée, having an address at Route de Pre-Bois 20, c/o Accounting & Management Service SA, 1217 Meyrin, Switzerland (“MSB”) and Osiris Therapeutics, Inc., a Maryland corporation (“OTI”). MSB and OTI are each referred to individually as a “Party” and together as the “Parties”.
IND SPONSOR: InCHOIR CLINICAL TRIAL AGREEMENT BETWEEN THE NATIONAL HEART, LUNG, AND BLOOD INSTITUTE (“NHLBI”) AND Mesoblast, Inc. Protocol # CTSNLVAD02Clinical Trial Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • District of Columbia
This Clinical Trial Agreement (the “Agreement”), effective as of July , 2014 (the “Effective Date”) is made by and between the National Heart, Lung, and Blood Institute (“NHLBI”), an institute of the National Institutes of Health (“NIH”), which is part of the United States Government Department of Health and Human Services (HHS), and Mesoblast, Inc. (“Company”), located at 505 Fifth Ave., 3rd Floor, New York, NY 10017 (individually referred to as the “Party” and collectively referred to as the “Parties”) for a Clinical Trial designated as Protocol # CTSNLVAD02 entitled “Safety and Efficacy of Intramyocardial Injection of Mesenchymal Precursor Cells on Myocardial Function in LVAD Recipients.”
TECHNOLOGY TRANSFER, AND LICENSE AGREEMENT Between CASE WESTERN RESERVE UNIVERSITY and OSIRIS THERAPEUTICS, INC.Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • Ohio
This agreement, effective as of the 1st day of January, 1993 (“Effective Date”), is between OSIRIS THERAPEUTICS, Inc., 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”).
AMENDMENT TO DEVELOPMENT AND COMMERCIALIZATION AGREEMENT RELATING TO PHASE 3 CHF CLINICAL TRIALDevelopment and Commercialization Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
This Amendment to Development and Commercialization Agreement relating to Phase 3 CHF Clinical Trial (this “Amendment”) is entered into as of the 24th day of September, 2013, by and between Mesoblast, Inc., as successor to Angioblast Systems, Inc. (“Mesoblast”), and Cephalon, Inc. (collectively with its Affiliates, “Cephalon,” and, together with Mesoblast, the “Parties” and, each, a “Party”).
AMENDMENT 1 TO LICENSE AGREEMENTLicense Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • Maryland
This Amendment (“Amendment”) to the License Agreement is made and entered into as of the date of the last signature on the signature page below (the “Effective Date of Amendment”), by and between JCR Pharmaceuticals Co. Ltd., a Japanese corporation (“JCR”), and Osiris Acquisition II, Inc., doing business as Osiris Therapeutics, Inc., a Delaware corporation (“OSIRIS”), with reference to the following background:
THIRD AMENDMENT TO TECHNOLOGY TRANSFER AND LICENSE AGREEMENTAnd License Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances)
THIS THIRD AMENDMENT TO TECHNOLOGY TRANSFER AND LICENSE AGREEMENT (the “Amendment”) effective as of October 27, 2003 (“Amendment Effective Date”), by and between Case Western Reserve University, an Ohio nonprofit corporation having a place of business at 10900 Euclid Avenue, Cleveland, OH 44106 (“CWRU”) and Osiris Therapeutics, Inc., a Delaware corporation with an address at 2001 Aliceanna Street, Baltimore, Maryland 21231-3043 (“OSIRIS”), in exchange for their mutual covenants herein set forth, hereby agree as follows:
SUBLEASESublease • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
FIFTH @ 42nd LLC, a Delaware limited liability company, having an office at 565 Fifth Avenue, 30th Floor, New York, New York 10017 (herein called “Landlord”), hereby consents to the subletting by CIT GROUP INC., a Delaware corporation, having an office at 505 Fifth Avenue, New York, New York (herein called “Tenant”), to Mesoblast, Inc., a Delaware corporation, having an office at 275 Madison Avenue, 4th Floor, New York, New York 10016 (herein called “Subtenant”), of the entire third (3rd) floor of the building commonly known as 505 Fifth Avenue, New York, New York (such space hereinafter called the “Sublet Space” and such building hereinafter called the “Building”) for a term expiring not later than May 30, 2021, (which such subletting is hereinafter referred to as the “Sublease”) which premises are now leased and demised by Landlord to Tenant by that certain lease dated June 7, 2005, (said lease as the same may have been and may hereafter be amended by any indentures or agreements sup
Intellectual Property Assignment Deed Medvet Sciences Pty Ltd ABN 15 008 089 745 and Angioblast Systems, IncorporatedMesoblast LTD • December 10th, 2014 • Biological products, (no disgnostic substances) • Delaware
DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment and Commercialization Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
THIS DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (“Agreement”) dated as of December 7, 2010 (“Effective Date”), is entered into by and between Angioblast Systems Inc., a Delaware corporation having its principal place of business at 275 Madison Ave., 4th floor, New York, New York 10016 (“Angioblast”) and Cephalon, Inc., a Delaware corporation having its principal place of business at 41 Moores Road, Frazer, Pennsylvania 19355 (“Cephalon”).
AGREEMENT OF SUB-SUBLEASEAgreement of Sub-Sublease • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT OF SUB-SUBLEASE (this “Sub-Sublease”), made and entered into as of the 23rd day of September, 2013, by and between CARLO PAZOLINI (USA) LLC, a Delaware limited liability company, with offices at 505 Fifth Avenue, Fifth Floor, New York, New York 10017 (“Carlo Pazolini”), and MESOBLAST INC., a Delaware corporation, with offices at 505 Fifth Avenue, 3rd Floor, New York, New York 10017 (“Mesoblast”),
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
This Manufacturing Services Agreement (the “Agreement”) is made as of September 20, 2011 (the “Effective Date”) between LONZA WALKERSVILLE, INC., a Delaware corporation having its principal place of business at 8830 Biggs Ford Road, Walkersville, Maryland 21793 and Lonza Bioscience Singapore Pte. Ltd., a company having its principal place of business at 11 Tuas Bay Link, Singapore 637393 (collectively, “LONZA”), and MESOBLAST SWITZERLAND SA, a Swiss societe anonyme, having an address at Route de Pre-Bois 20, c/o Accounting & Management Services SA, 1217 Meyrin, Switzerland (“CLIENT”) (each of LONZA and CLIENT, a “Party” and, collectively, the “Parties”).
Confidential AMENDMENT NUMBER 1 TO TECHNOLOGY TRANSFER AND LICENSE AGREEMENT dated as of January 1, 1993Technology Transfer and License Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances)
This Amendment Number 1 is effective as of the date of last signature and is entered into by and between Osiris Therapeutics, Inc., a corporation of the State of Ohio, having a place of business at 2001 Aliceanna Street, Baltimore, Maryland 21231 (hereinafter referred to as “Osiris”), and Case Western Reserve University, an Ohio non-profit Corporation having its principle office at 10900 Euclid Avenue, Cleveland, Ohio 44106 (hereinafter referred to as “CWRU”).
AMENDMENT TO THE TECHNOLOGY TRANSFER AND LICENSE AGREEMENT BETWEEN CASE WESTERN RESERVE UNIVERSITY AND OSIRIS THERAPEUTICS, INC.Technology Transfer and License Agreement • December 10th, 2014 • Mesoblast LTD • Biological products, (no disgnostic substances)
This Amendment, effective as of the day of October, 1999, “Amendment Effective Date” between Osiris Therapeutics, Inc. (“OSIRIS”) and Case Western Reserve University (“CWRU”).
