0000950123-15-009868 Sample Contracts

AMENDMENT 1 TO LICENSE AGREEMENT
License Agreement • September 21st, 2015 • 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:

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SUBLEASE
Sublease • September 21st, 2015 • 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

DEVELOPMENT AND COMMERCIALIZATION AGREEMENT
Development and Commercialization Agreement • September 21st, 2015 • 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-SUBLEASE
Agreement of Sub-Sublease • September 21st, 2015 • 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”),

AMENDMENT #1 TO PURCHASE AGREEMENT between Osiris Therapeutics, Inc (“OTI”) and Mesoblast International Sàrl (“MSB”)
Purchase Agreement • September 21st, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances)
LICENSE AGREEMENT
License Agreement • September 21st, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances) • Maryland

This Agreement, dated August 26, 2003 (the “Effective Date”), is by and between OSIRIS Acquisition II, Inc. (“OSIRIS”), a company duly incorporated under the laws of the State of Delaware, having offices at 2001 Aliceanna Street, Baltimore, Maryland 21231 USA, and JCR Pharmaceuticals Co., Ltd. (“JCR”), a company duly incorporated under the laws of Japan, with its corporate domicile at 3-19 Kasuga-cho, Ashiya, 659-0021, Japan.

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