MESOBLAST LIMITED [●] American Depositary Shares Representing an Aggregate of [●] Ordinary Shares Form of Underwriting AgreementUnderwriting Agreement • November 2nd, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the ADSs, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees with the Representatives that, without obtaining the prior written consent of the Representatives, the undersigned will not, during the period commencing on the date of the first public filing of the Registration Statement with the Commission and ending 180 days after the date of the prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares or ADSs, or any securities convertible into or exercisable or exchangeable for Ordinary Shares or ADSs (including without limitation, Ordinary Shares or ADSs which may be deemed t
ANDDeposit Agreement • November 29th, 2005 • Mesoblast LTD • New York
CONFIDENTIAL PURCHASE AGREEMENT by and between MESOBLAST INTERNATIONAL SÀRL (“MSB”) and OSIRIS THERAPEUTICS, INC. (“OTI”) DATED AS OF OCTOBER 10, 2013Purchase Agreement • November 2nd, 2015 • 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”.
ContractWarrant Agreement • August 31st, 2023 • Mesoblast LTD • Biological products, (no disgnostic substances) • Victoria
THIS WARRANT AND THE ADSs (AS DEFINED BELOW) ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR PURSUANT TO AN OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO MESOBLAST LIMITED THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 31st, 2018 • Mesoblast LTD • Biological products, (no disgnostic substances) • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of March 6, 2018 and is entered into by and between Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent” and “Guarantor”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast UK”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International (UK) Limited, a company incorporated in England and Wales with registered number 09630007 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast Intl UK”), Mesoblast International Sàrl, a company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (together with Mesoblast USA, Mesoblast UK, Mesoblast Intl UK and Mesoblast SUI, collectively referred to as th
MANUFACTURING SERVICES AGREEMENTManufacturing Services Agreement • November 2nd, 2015 • 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”).
IND SPONSOR: InCHOIR CLINICAL TRIAL AGREEMENT BETWEEN THE NATIONAL HEART, LUNG, AND BLOOD INSTITUTE (“NHLBI”) AND Mesoblast, Inc. Protocol # CTSNLVAD02Clinical Trial Agreement • November 2nd, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances) • District of Columbia
This Clinical Trial Agreement (the “Agreement”), effective as of July 28th, 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.Technology Transfer and License Agreement • November 2nd, 2015 • 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 • November 2nd, 2015 • 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 • 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:
THIRD AMENDMENT TO TECHNOLOGY TRANSFER AND LICENSE AGREEMENTTechnology Transfer and License Agreement • November 2nd, 2015 • 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:
Employment AgreementEmployment Agreement • November 2nd, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances) • Victoria
SUBLEASESublease • 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
Intellectual Property Assignment Deed Medvet Sciences Pty Ltd ABN 15 008 089 745 and Angioblast Systems, IncorporatedIntellectual Property Assignment Deed • November 2nd, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances) • Delaware
DEVELOPMENT AND COMMERCIALIZATION AGREEMENTDevelopment 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-SUBLEASESub-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”),
LOAN AGREEMENT and GuarantyLoan Agreement and Guaranty • August 31st, 2022 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
THIS LOAN AGREEMENT AND GUARANTY is made and dated as of November 19, 2021 and is entered into by and between Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, UK (“Mesoblast UK”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International Sàrl, a company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (together with Mesoblast USA and Mesoblast SUI, collectively referred to as the “Borrowers” and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and OAKTREE FUND ADMINISTRATION, LLC, a Delaware limited liability company, in its capacit
FIFTH AMENDMENT TO LOAN AGREEMENT AND GUARANTYLoan Agreement and Guaranty • August 29th, 2024 • Mesoblast LTD • Biological products, (no disgnostic substances)
This Fifth Amendment to Loan Agreement and Guaranty (this “Amendment”) is made as of February 29, 2024, by and between Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, UK (“Mesoblast UK” and together with Parent, the “Guarantors”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International Sàrl, a limited liability company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (together with Mesoblast USA and Mesoblast SUI, collectively referred to as the “Borrowers” and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and OAKTREE FUND ADM
ContractEmployment Agreement • August 29th, 2024 • Mesoblast LTD • Biological products, (no disgnostic substances)
THIRD AMENDMENT TO LOAN AGREEMENT AND GUARANTYLoan Agreement and Guaranty • August 31st, 2023 • Mesoblast LTD • Biological products, (no disgnostic substances)
This Third Amendment to Loan Agreement and Guaranty (this “Amendment”) is made as of May 19, 2023, by and between Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, UK (“Mesoblast UK” and together with Parent, the “Guarantors”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International Sàrl, a limited liability company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (together with Mesoblast USA and Mesoblast SUI, collectively referred to as the “Borrowers” and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and OAKTREE FUND ADMINIST
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)
Supplementary Agreement for Additional LicenseSupplementary Agreement for Additional License • September 9th, 2019 • Mesoblast LTD • Biological products, (no disgnostic substances)
This Supplementary Agreement (this “Agreement”) is made and entered into as of 12th day of October, 2018 by and between JCR Pharmaceuticals Co., Ltd., a corporation duly organized and existing under the laws of Japan having its office at 3-19 Kasuga-cho, Ashiya, Hyogo 659-0021, Japan (“JCR”) and Mesoblast International Sarl, a company duly organized and existing under the laws of Switzerland having its office at Route de Pre-Bois 20 c/o Accounting & Management Service SA 1217 Meyrin, Switzerland and Mesoblast Limited, a company duly organized and existing under the laws of Australia having its office at Level 3955 Collins Street, Melbourne, Victoria 3000, Australia (collectively “Mesoblast”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2020 • Mesoblast LTD • Biological products, (no disgnostic substances) • California
THIS THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 25, 2020 (the “Amendment Effective Date”), is made by and among Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent” and “Guarantor”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast UK”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International (UK) Limited, a company incorporated in England and Wales with registered number 09630007 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast Intl UK”), Mesoblast International Sàrl, a company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan and Security Agreement (together with Mesoblast USA, Mesoblast UK
Confidential AMENDMENT NUMBER 1 TO TECHNOLOGY TRANSFER AND LICENSE AGREEMENT dated as of January 1, 1993Technology Transfer and License Agreement • November 2nd, 2015 • 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”).
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 31st, 2021 • Mesoblast LTD • Biological products, (no disgnostic substances) • California
THIS SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 19, 2021 (the “Amendment Effective Date”), is made by and among Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent” and “Guarantor”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast UK”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International Sàrl, a company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan and Security Agreement (together with Mesoblast USA, Mesoblast UK and Mesoblast SUI, collectively referred to as the “Borrowers” and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Loan and Security Agreement (colle
FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2020 • Mesoblast LTD • Biological products, (no disgnostic substances) • California
THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of August 15, 2020 (the “Amendment Effective Date”), is made by and among Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent” and “Guarantor”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast UK”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International (UK) Limited, a company incorporated in England and Wales with registered number 09630007 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast Intl UK”), Mesoblast International Sàrl, a company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan and Security Agreement (together with Mesoblast USA, Mesoblast UK,
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between Mesoblast Limited and Mesoblast International Sàrl and Grünenthal GmbH September 9, 2019Development and Commercialization Agreement • September 3rd, 2020 • Mesoblast LTD • Biological products, (no disgnostic substances) • Victoria
This DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made as of September 9, 2019 (the “Effective Date”) by and between, on the one hand, Mesoblast Limited with a place of business at 55 Collins Street, Level 38, Melbourne 3000, Victoria Australia (“Mesoblast Limited”) and Mesoblast International Sàrl, a Swiss societé a responsibilité limitée, with its principal place of business located at Route de Pre-Bois 20, c/o Accounting & Management Service SA, 1217 Meyrin, Switzerland (“Mesoblast Sàrl,” and together with Mesoblast Limited, “MSB”) and, on the other hand, Grünenthal GmbH, with a place of business at Zieglerstraße 6, 52078 Aachen, Germany (“Grünenthal” or “GRT”). MSB and Grünenthal are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
AMENDMENT #1 TO PURCHASE AGREEMENT between Osiris Therapeutics, Inc (“OTI”) and Mesoblast International Sàrl (“MSB”)Purchase Agreement • January 9th, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances)
Second Supplementary Agreement for Additional LicenseSecond Supplementary Agreement for Additional License • September 9th, 2019 • Mesoblast LTD • Biological products, (no disgnostic substances)
This Second Supplementary Agreement (this “Agreement”) is made and entered into as of the 5th day of June by and between JCR Pharmaceuticals Co., Ltd., a corporation duly organized and existing under the laws of Japan having its office at 3-19 Kasuga-cho, Ashiya, Hyogo 659-0021, Japan (“JCR”) and Mesoblast International Sarl, a company duly organized and existing under the laws of Switzerland having its office at Route de Pre-Bois 20 c/o Accounting & Management Service SA 1217 Meyrin, Switzerland and Mesoblast Limited, a company duly organized and existing under the laws of Australia having its office at Level 38 55 Collins Street, Melbourne, Victoria 3000, Australia (collectively “Mesoblast”).
= CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2020 • Mesoblast LTD • Biological products, (no disgnostic substances) • California
THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of December 17, 2019 (the “Amendment Effective Date”), is made by and among Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent” and “Guarantor”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast UK”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International (UK) Limited, a company incorporated in England and Wales with registered number 09630007 whose registered address is 5 New Street Square, London, EC4A 3TW, United Kingdom (“Mesoblast Intl UK”), Mesoblast International Sàrl, a company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Loan and Security Agreement (together with Mesoblast USA, Mesoblast U
Mesoblast Limited Warrant to Purchase Ordinary SharesWarrant Agreement • August 31st, 2021 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
Mesoblast Limited (ABN 68 109 431 870), an Australian corporation (the "Company"), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _____________, the registered holder hereof or its permitted assigns (the "Holder"), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the Issuance Date, but not after 11:59 p.m., Melbourne time, on the Expiration Date (as defined below), _____________ (_____________) fully paid ordinary shares in the capital of the Company ("Ordinary Shares") subject to adjustment as provided herein (the "Warrant Shares"). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Ordinary Shares (including any Warrants to Purchase Ordinary Shares issued in exchange, transfer or replacement hereof, this "Warrant"), shall have the meanings set forth in Section
FIRST AMENDMENT TO LOAN AGREEMENT AND GUARANTYLoan Agreement and Guaranty • August 31st, 2023 • Mesoblast LTD • Biological products, (no disgnostic substances)
This First Amendment to Loan Agreement and Guaranty (this “Amendment”) is made as of December 22, 2022, by and between Mesoblast Limited ACN 109 431 870, an Australian listed public company (“Parent”), Mesoblast UK Limited, a company incorporated in England and Wales with registered number 07596260 whose registered address is 5 New Street Square, London, EC4A 3TW, UK (“Mesoblast UK” and together with Parent, the “Guarantors”), Mesoblast, Inc., a Delaware corporation (“Mesoblast USA”), Mesoblast International Sàrl, a limited liability company organized under the laws of Switzerland (“Mesoblast SUI”) and each of Parent’s Subsidiaries that delivers a Joinder Agreement pursuant to Section 7.13 of the Agreement (together with Mesoblast USA and Mesoblast SUI, collectively referred to as the “Borrowers” and each, a “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and OAKTREE FUND ADM
ContractDeposit Agreement • August 29th, 2024 • Mesoblast LTD • Biological products, (no disgnostic substances) • New York
AMENDMENT NO. 1, dated as of January 9, 2024 (the “Amendment”), to the Amended and Restated Deposit Agreement, dated as of October 19, 2015, (as previously amended, the “Deposit Agreement”, among MESOBLAST LIMITED and its successors (the “Company”), JPMORGAN CHASE BANK, N.A., a national banking association organized under the laws of the United States of America, as depositary hereunder (in such capacity, the “Depositary”), and all holders from time to time of American Depositary Receipts (“ADRs”) issued thereunder.
Employment AgreementEmployment Agreement • August 31st, 2023 • Mesoblast LTD • Biological products, (no disgnostic substances) • Victoria
DEVELOPMENT AND COMMERCIALIZATION AGREEMENT Between Mesoblast Inc. and Mesoblast International Sàrl and Tasly Pharmaceutical Group Co., Ltd. July 17, 2018Development and Commercialization Agreement • August 31st, 2018 • Mesoblast LTD • Biological products, (no disgnostic substances) • Victoria
This DEVELOPMENT AND COMMERCIALIZATION AGREEMENT (the “Agreement”) is made as of July 17, 2018 (the “Signature Date”) by and between, on the one hand, Mesoblast Inc. with a place of business at 505 Fifth Avenue, Level 3, New York, NY 10017 (“Mesoblast Inc.”) and Mesoblast International Sàrl, a Swiss societé a responsibilité limitée, with its principal place of business located at Route de Pre-Bois 20, c/o Accounting & Management Service SA, 1217 Meyrin, Switzerland (“Mesoblast Sàrl,” and together with Mesoblast Inc., “MSB”) and, on the other hand, Tasly Pharmaceutical Group Co., Ltd. with a place of business at Tasly TCM Garden, No. 2, Pujihe East Road, Beichen district, Tianjin, P. R. China 300410 (“Tasly” or “Collaborator”). MSB and Tasly are each referred to herein by name or, individually, as a “Party” or, collectively, as the “Parties.”
