REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 21st, 2013 • Advanced Cell Technology, Inc. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 23, 2013, between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”) and each of the holders signatory hereto (each such purchaser, a “Holders” and, collectively, the “Holders”).
5,500,000 Shares of Common Stock and Warrants to Purchase up to 2,750,000 Shares of Common Stock Ocata Therapeutics, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • June 17th, 2015 • Ocata Therapeutics, Inc. • Pharmaceutical preparations • New York
JEFFERIES LLC COWEN AND COMPANY, LLC As Representatives of the several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022
COMMON STOCK PURCHASE WARRANT ADVANCED CELL TECHNOLOGY, INC.Advanced Cell Technology, Inc. • July 15th, 2008 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (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 five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 3rd, 2014 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Illinois
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of June 27, 2014, by and between ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation (the "Company"), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with it permitted assigns, the “Buyer”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement by and between the parties hereto, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the "Purchase Agreement").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 15th, 2008 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2008 between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
AMORTIZING SENIOR SECURED CONVERTIBLE DEBENTUREAdvanced Cell Technology, Inc. • January 17th, 2013 • Pharmaceutical preparations • New York
THIS AMORTIZING DEBENTURE is one of a series of duly authorized and issued Amortizing Senior Secured Convertible Debentures of Advanced Cell Technology, Inc., a Delaware corporation, having a principal place of business at 1510 111th Street Ste # 202, Santa Monica, CA 90401 (the “Company”), designated as its Amortizing Senior Secured Convertible Debentures due June 30, 2015 (the “Debentures”).
ADVANCED CELL TECHNOLOGY, INC. and [·], AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF [·]Common Stock Warrant Agreement • October 14th, 2014 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Advanced Cell Technology, Inc. , a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
SECURITY AGREEMENTSecurity Agreement • July 15th, 2008 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of March 31, 2008 (this “Agreement”), is among Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Original Issue Discount Senior Secured Convertible Debentures due one year following their issuance, in the original aggregate Principal Amount of $6,275,000 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
ADVANCED CELL TECHNOLOGY, INC. and [·], AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF [·]Preferred Stock Warrant Agreement • October 14th, 2014 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of between Advanced Cell Technology, Inc. , a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
EXHIBIT 10.19.1 FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENT (Infigen IP) This First Amendment to Exclusive License Agreement (Infigen IP) ("First Amendment") is made and entered into as of this 25th day of August, 2005 (the "Amendment Effective...Exclusive License Agreement • October 14th, 2005 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Delaware
PURCHASE AGREEMENTPurchase Agreement • July 3rd, 2014 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Illinois
PURCHASE AGREEMENT (the “Agreement”), dated as of June 27, 2014, by and between ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • July 15th, 2008 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of March 31, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”) and the Purchasers.
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 10th, 2015 • Ocata Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnification Agreement (“Agreement”) is made as of by and between Ocata Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
ADVANCED CELL TECHNOLOGY, INC. and [·], AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF [·]Debt Securities Warrant Agreement • October 14th, 2014 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 7th, 2007 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 31, 2007 between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 19th, 2015 • Ocata Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of August 18, 2015 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation with a loan production office located at 275 Grove Street, Suite 2-200, Newton, Massachusetts 02466 (“Bank”), and OCATA THERAPEUTICS, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 10, 2015 AMONG ASTELLAS PHARMA INC., LAUREL ACQUISITION INC. AND OCATA THERAPEUTICS, INC.Agreement and Plan of Merger • November 10th, 2015 • Ocata Therapeutics, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 10, 2015, among ASTELLAS PHARMA INC., a company organized under the laws of Japan (“Parent”), LAUREL ACQUISITION INC., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and OCATA THERAPEUTICS, INC., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 19th, 2005 • Advanced Cell Technology, Inc. • Pharmaceutical preparations
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof among the Company and the Purchasers (the “Purchase Agreement”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2005 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2005 among Advanced Cell Technology, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMORTIZING CONVERTIBLE DEBENTUREAdvanced Cell Technology, Inc. • September 8th, 2006 • Pharmaceutical preparations • New York
THIS AMORTIZING DEBENTURE is one of a series of duly authorized and issued Amortizing Convertible Debentures of Advanced Cell Technology, Inc., a Delaware corporation, having a principal place of business at (the “Company”), designated as its Amortizing Convertible Debenture (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
Second AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 10th, 2014 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Massachusetts
This Second Amended and Restated Employment Agreement (“Agreement”) is made as of October 1, 2014, between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), and Dr. Robert P. Lanza (the “Executive”). This Agreement supersedes and amends in all respects the Amended and Restated Employment Agreement dated as of July 1, 2011 by and between the Company and the Executive, as renewed pursuant to the Employment Agreement Renewal effective as of October 1, 2013 between the Company and the Executive, and any other agreements related to the subject matter herein.
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • November 19th, 2009 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
This Preferred Stock Purchase Agreement (“Agreement”) is entered into and effective as of November 2, 2009 (“Effective Date”), by and among Advanced Cell Technology, Inc., a Delaware corporation (“Company”), and Optimus Capital Partners, LLC, a Delaware limited liability company, dba Optimus Life Sciences Capital Partners, LLC (including its designees, successors and assigns, “Investor”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 1st, 2014 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Massachusetts
This Employment Agreement (“Agreement”) is made as of the 7th day of December, 2013, between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), and Eddy Anglade (the “Executive”).
WARRANTS TO PURCHASE SHARES OF A.C.T. HOLDINGS, INC. COMMON STOCK WARRANT CERTIFICATEWarrant Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Warrant Certificate certifies that or registered assigns, in consideration of received, is the registered holder of Warrants (the “Warrants”) to purchase initially, at any time from December 30, 2005 (the “Effective Date”) until 5:30 p.m. Los Angeles time, on December 30, 2014 (“Expiration Date”), up to the number of fully paid and nonassessable shares of common stock (“Common Stock”) of A.C.T. Holdings, Inc., a Nevada corporation (the “Company”) set forth above, at the initial exercise price, subject to adjustment in certain events, of $2.00 per share (the “Exercise Price”) of Common Stock upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 19th, 2009 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of November 12, 2009, by and among Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), and the subscribers identified on the signature page hereto (each a “Subscriber” and collectively “Subscribers”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 4th, 2005 • Two Moons Kachinas Corp • Dolls & stuffed toys • Delaware
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Non-Exclusive License Agreement (“Agreement”) is made and entered into this 3rd day of February, 2004 (the “Effective Date”), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at One Innovation Drive, Worcester, Massachusetts 01605 (“ACT”), and One Degree Genetics LLC, a Delaware limited liability company with offices located at 18 Plimpton Road, Westerly, R.I. 02891 (“LICENSEE”) (ACT and LICENSEE sometimes hereinafter referred to as the “parties”).
EXCLUSIVE LICENSE AGREEMENT (Infigen IP)Exclusive License Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • California
This Exclusive License Agreement (“Agreement”) is made and entered into this 14th day of May, 2004 (the “Effective Date”), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at One Innovation Drive, Worcester, Massachusetts 01605 (“LICENSOR”), and PacGen Cellco, LLC, a California limited liability company with offices located at 157 Surfview Drive, Pacific Palisades, CA 90272 (“LICENSEE”) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
STOCK REPURCHASE AND RELEASE AGREEMENTStock Repurchase and Release Agreement • August 11th, 2014 • Advanced Cell Technology, Inc. • Pharmaceutical preparations • Delaware
This Stock Repurchase and Release Agreement (the “Agreement”), dated as of August 7, 2014, is made by and between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”) and Optimus Life Sciences Capital Partners, LLC (including its designees, successors and assigns, “Stockholder”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement is made and entered into as of the 1st day of April 2004, by and between Sadhana Agarwal, (hereinafter referred to as the “Employee”) and Advanced Cell Technology, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and having a place of business at One Innovation Drive, Worcester, Massachusetts 01605.
EXHIBIT D-l LOCK-UP/LEAK-OUT AGREEMENTOut Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Utah
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the day of December, 2004, between Two Moons Kachinas Corp., a Nevada corporation (“Two Moons”), and the individuals that execute and deliver a Counterpart Signature Page hereof, and sometimes collectively referred to herein as the “Shareholders” and each, a “Shareholder.” For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert with.
AMORTIZING SENIOR SECURED CONVERTIBLE DEBENTUREAdvanced Cell Technology, Inc. • September 7th, 2007 • Pharmaceutical preparations • New York
THIS AMORTIZING DEBENTURE is one of a series of duly authorized and issued Amortizing Senior Secured Convertible Debentures of Advanced Cell Technology, Inc., a Delaware corporation, having a principal place of business at Alameda, California (the “Company”), designated as its Amortizing Senior Secured Convertible Debenture (this debenture, the “Debenture” and collectively with the other such series of debentures, the “Debentures”).
ADVANCED CELL TECHNOLOGY, INC. {PRIVATE} STOCK OPTION AGREEMENTStock Option Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
THIS AGREEMENT, made as of this 13th day of December, 2004, by and between ADVANCED CELL TECHNOLOGY, INC. (“Company”), a Delaware corporation, and (“Optionee”).
NONEXCLUSIVE SUBLICENSE AGREEMENT between ADVANCED CELL TECHNOLOGY, INC. and INFIGEN, INC.Nonexclusive Sublicense Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Nonexclusive Sublicense Agreement (the “Agreement”) is made and entered into as of this 1st day of August, 2003 (the “Effective Date”) by and between ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation with a place of business at One Innovation Drive, Worcester, Massachusetts 01605 (“ACT”) and INFIGEN, INC., a Delaware corporation with a place of business at 1825 Infinity Drive, DeForest, Wisconsin 53532 (“Infigen,” and together with ACT, the “Parties”).
EXHIBIT D LOCK-UP/LEAK-OUT AGREEMENTLeak-Out Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Utah
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the day of December, 2004, between Two Moons Kachinas Corp., a Nevada corporation (“Two Moons”), and the individuals that execute and deliver a Counterpart Signature Page hereof, and sometimes collectively referred to herein as the “Shareholders” and each, a “Shareholder.” For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert with.
