EXHIBIT 4.6.1
AGREEMENT
THIS AGREEMENT is made and entered into as of the 31ST DAY OF DECEMBER,
2004, by and between VIACELL, INC., a corporation organized and existing under
the laws of the State of Delaware (as successor to t.Breeders, Inc.), having an
office at 000 Xxxxx Xx, Xxxxxxxxx, XX 00000 ("ViaCell"), and ARE-ONE INNOVATION
DRIVE, LLC, a limited liability company organized and existing under the laws of
the State of Delaware ("ARE-One"). ViaCell and ARE-One are sometimes referred to
herein individually as a "Party" and collectively as the "Parties."
WHEREAS, the Parties entered into that certain letter agreement dated
February 24, 2000 (the "2000 Letter Agreement") providing for certain rights of
ARE-One to purchase securities of ViaCell;
WHEREAS, ViaCell is proposing to engage in an initial public offering of
its common stock, and, in order to facilitate the occurrence of such offering,
both Parties agree that it would be in their mutual interests that the 2000
Letter Agreement be terminated;
IN CONSIDERATION thereof, the Parties hereto agree as follows:
1. Termination of the 2000 Letter Agreement between the Parties.
Effective immediately, the 2000 Letter Agreement shall terminate and
on and after the date hereof shall cease to be given force or effect
by either of the Parties.
2. Governing Law. This Agreement shall be governed by and interpreted
and construed in accordance with the laws of the State of Delaware.
3. Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, each Party hereto has executed this Agreement as of
the date first above written.
ARE-ONE INNOVATION DRIVE, LLC, VIACELL, INC.,
A DELAWARE LIMITED LIABILITY COMPANY A DELAWARE CORPORATION
By: AREE-HOLDINGS, L.P., a By: /s/ XXXXXXX DANCE
Delaware limited partnership, ------------------
managing member Xxxxxxx Dance
Chief Financial Officer and
Vice President, Finance
By:ARE-GP HOLDINGS QRS
CORP., a Delaware
Corporation, general partner
By: [SIGNATURE ON FILE]
