LOAN AND SECURITY AGREEMENT Dated as of November 2, 2004 among ATHERSYS, INC., a Delaware corporation and ADVANCED BIOTHERAPEUTICS, INC., a Delaware corporation each sometimes individually as a “Borrower”, and sometimes collectively as “Borrowers”,...Loan and Security Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • California
The Borrowers, Agent and Lenders identified on the cover page of this document have entered or anticipate entering into one or more transactions pursuant to which each Lender severally, but not jointly, agrees to make available to Borrowers a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrowers, Agent and Lenders which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement among the parties (collectively referred to as this “Agreement”).
NON-COMPETITION AND CONFIDENTIALITY AGREEMENTNon-Competition and Confidentiality Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
This Non-Competition and Confidentiality Agreement (“Agreement”), is made as of the 25th day of September, 2000 between Kurt Brunden, an individual (“Employee”), Advanced Biotherapeutics, Inc. (“ABT”), a wholly-owned subsidiary of Athersys, Inc., and Athersys, Inc., a Delaware corporation (“Athersys”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
This Amendment No. 1 (this “Amendment”), dated as of May 31, 2007, to the Employment Agreement (“Agreement”), dated as of September 25, 2000, between Kurt Brunden (“Employee”) and ADVANCED BIOTHERAPEUTICS, INC. (“Employer”).
CELL LINE COLLABORATION AND LICENSE AGREEMENTCell Line Collaboration and License Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
This Cell Line Collaboration and License Agreement (the “Agreement”) is made and entered into as of July 1, 2002 (the “Effective Date”), by and between Athersys, Inc., a Delaware corporation having its principal offices at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Bristol-Myers Squibb Company, a Delaware corporation having offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Athersys and BMS may be referred to herein individually as a “Party” and collectively as the “Parties.”
EXTENDED COLLABORATION AND LICENSE AGREEMENTExtended Collaboration and License Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
This Extended Collaboration and License Agreement (the “Agreement”) is made and entered into as of January 1, 2006 (the “Effective Date”), by and between Athersys, Inc., a Delaware corporation having its principal offices at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Bristol-Myers Squibb Company, a Delaware corporation having offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Athersys and BMS may be referred to herein individually as a “Party” and collectively as the “Parties.”
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of January 1, 2004 between William Lehmann, an individual (“Employee”), and Advanced Biotherapeutics, Inc. (“ABT”), a wholly-owned subsidiary of Athersys, Inc., a Delaware corporation (“Athersys”), (together “the Company”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made as of the first day of December, 1998, and is effective as of April 1, 1998, between DR. JOHN J. HARRINGTON, an individual (“Employee”), and ATHERSYS, INC., a Delaware corporation (“Athersys”).
AMENDMENT NO. 1 TO INCENTIVE AGREEMENTIncentive Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
This Amendment No. 1 (this “Amendment”), dated as of May ___, 2007, to the Incentive Agreement (“Agreement”), dated as of [November ___], 2005, between [INSERT EMPLOYEE NAME] (“Employee”) and ADVANCED BIOTHERAPEUTICS, INC. (individually, “Employer,” and, collectively with its affiliates, Athersys, Inc. (“Athersys”) and ReGenesys, LLC, the “Company”).
AMENDMENT NO. 1 TO ATHERSYS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Delaware
This Amendment No. 1, dated as of January 29, 2002 (this “Amendment”) to the Amended and Restated Registration Rights Agreement (the “Agreement”) dated as of April 28, 2000, is by and among Athersys, Inc., a Delaware corporation (the “Company”), the New Stockholders (as defined below) (the “New Stockholders”), the Investors, Biotech and the Stockholders (each as defined in the Agreement).
STRATEGIC ALLIANCE AGREEMENT By and Between ATHERSYS, INC. and ANGIOTECH PHARMACEUTICALS, INC. Effective as of May 5, 2006Strategic Alliance Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
This Strategic Alliance Agreement (this “Strategic Alliance Agreement”) is made and entered into as of May 5, 2006 (the “Effective Date”), by and between Athersys, Inc., a corporation organized under the laws of Delaware and having a place of business at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of British Columbia and having a place of business at 1618 Station Street, Vancouver, British Columbia, Canada V6A 1B6 (“Angiotech”). In this Strategic Alliance Agreement, Athersys and Angiotech may each be referred to as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 2 TO ATHERSYS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Delaware
This Amendment No. 2, dated as of November 19, 2002 (this “Amendment”) to the Amended and Restated Registration Rights Agreement dated as of April 28, 2000, and as amended by Amendment No. 1 to Athersys, Inc. Amended and Restated Registration Rights Agreement dated as of January 29, 2002 (as so amended, the “Agreement”), is by and among Athersys, Inc., a Delaware corporation (the “Company”), the New Stockholders (as defined below), the Investors, Biotech and the Stockholders (each as defined in the Agreement).
ATHERSYS, INC. AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of the 28th day of April, 2000, is by and among Athersys, Inc. (the “Company”), Primus Capital Fund IV Limited Partnership, Primus Executive Fund Limited Partnership, Blue Chip Capital Fund II Limited Partnership, Miami Valley Venture Fund L.P., Sentron Medical Incorporated, Warburg Dillon Read LLC, Ohio Innovation Fund I, L.P., The EBTC Foundation, Athersys Investors II, LLC, Hoegh Invest, AS and NeoMed Innovation, ASA (collectively, the “Class C Investors”), and the investors listed on Schedule A attached hereto (collectively the “Class F Investors” with the Class C Investors and Class F Investors collectively being referred to as the “Investors”), Biotech 3 Investment L.L.C. (“Biotech”), and each of the stockholders of the Company listed on Schedule B attached hereto (individually, a “Stockholder” and collectively, the “Stockholders”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 22 day of May, 1998 between Laura K. Campbell, an individual (“Employee”), and ATHERSYS, INC., a Delaware corporation (“Athersys”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of June 8, 2007, is made by and among BTHC VI, Inc., a Delaware corporation with headquarters located at 12890 Hilltop Road, Argyle, Texas 76226 (the “Company”), Athersys, Inc., a Delaware corporation with headquarters located at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A-1 (individually, an “Investor” and collectively, the “Investors”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Minnesota
THIS AGREEMENT (the “Agreement”) is dated and effective as of the date of last signature hereto, and is made by and among the Regents of the University of Minnesota, a constitutional educational corporation under the laws of the state of Minnesota, having an office at 450 McNamara Alumni Center, 200 Oak Street SE, Minneapolis, Minnesota 55455-2070 (the “University”), and the Institution (the “Institution”) and Scientist/Researcher (the “Researcher”) each as identified in section 1 of Schedule A. The Institution and Researcher are collectively referred to as the “Recipient”.
ATHERSYS, INC. AMENDMENT NO. 3 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Delaware
This Amendment No. 3, dated as of May 15, 2007 (this “Amendment”) to the Amended and Restated Registration Rights Agreement (the “Agreement”) dated as of April 28, 2000, as amended, is by and among Athersys, Inc., a Delaware corporation (the “Company”), and the holders of shares of capital stock of the Company who from time to time have executed counterparts to the Agreement (collectively, the “Existing Stockholders”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
This Amendment No. 1 (this “Amendment”), dated as of May 31, 2007, to the Employment Agreement (“Agreement”), dated as of October 3, 2003, between Robert Deans (“Employee”) and ADVANCED BIOTHERAPEUTICS, INC. (“Employer”).
LICENSE AGREEMENT By And Between ATHERSYS, INC. And ANGIOTECH PHARMACEUTICALS, INC. Effective as of May 5, 2006License Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
This License Agreement (this “License Agreement”) is made and entered into as of May 5, 2006 (the “Effective Date”), by and between Athersys, Inc., a corporation organized under the laws of Delaware and having a place of business at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of British Columbia and having a place of business at 1618 Station Street, Vancouver, BC Canada, V6A 1B6 (“Angiotech”). In this License Agreement, Athersys and Angiotech may each be referred to as a “Party” and collectively as the “Parties.”
RESEARCH COLLABORATION AND LICENSE AGREEMENTResearch Collaboration and License Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
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EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 25, 2000 between Kurt Brunden, an individual (“Employee”), and Advanced Biotherapeutics, Inc. (“ABT”), a wholly-owned subsidiary of Athersys, Inc., a Delaware corporation (“Athersys”), (together “the Company”).
AMENDMENT No. 1 TO CELL LINE COLLABORATION AND LICENSE AGREEMENTCell Line Collaboration and License Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of January 1, 2006 (the “Effective Date”), by and between Athersys, Inc, a Delaware corporation having its principal offices at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Bristol-Myers Squibb Company, a Delaware corporation having offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Athersys and BMS may be referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT NO. 1 TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • Ohio
This Amendment No. 1 (this “Amendment”), dated as of May 31, 2007, to the Employment Agreement (“Agreement”), dated as of December 1, 1998, between John Harrington (“Employee”) and ADVANCED BIOTHERAPEUTICS, INC. (“Employer”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”), dated as of June 8, 2007, is made and entered into by and among BTHC VI, INC., a Delaware corporation (“Parent”), B-VI ACQUISITION CORP., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Sub”), and ATHERSYS, INC., a Delaware corporation (the “Company”), and is made with reference to that certain AGREEMENT AND PLAN OF MERGER, dated as of May 24, 2007, by and among Parent, Sub, and the Company (the “Merger Agreement”). In this First Amendment, Parent, Sub, and the Company are sometimes individually referred to as a “Party” and collectively as the “Parties”. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Merger Agreement.
INCENTIVE AGREEMENTIncentive Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments
This Incentive Agreement (“Agreement”) is entered into this ___ day of November, 2005 (the “Effective Date”), between [INSERT EMPLOYEE NAME] (“Employee”) and ADVANCED BIOTHERAPEUTICS, INC. (individually, “Employer,” and, collectively with its affiliates, Athersys, Inc. (“Athersys”) and ReGenesys, LLC, the “Company”).
AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • California
This Amendment (this “Amendment”) is made as of September 29, 2006, by and among ATHERSYS, INC., a Delaware corporation (“Athersys”), ADVANCED BIOTHERAPEUTICS, INC., a Delaware corporation (“ABI,” and collectively with Athersys, the “Borrowers”), and VENTURE LENDING & LEASING IV, INC. (“VLL4”), and COSTELLA KIRSCH IV, L.P. (“CK,” and collectively with VLL4, the “Lenders”).
SUBLICENSE AGREEMENT By And Between ATHERSYS, INC. And ANGIOTECH PHARMACEUTICALS, INC. Effective as of May 5, 2006Sublicense Agreement • June 14th, 2007 • BTHC VI Inc • Non-operating establishments • New York
This Sublicense Agreement (this “Sublicense Agreement”) is made and entered into as of May 5, 2006 (the “Effective Date”), by and between Athersys, Inc., a corporation organized under the laws of Delaware and having a place of business at 3201 Carnegie Avenue, Cleveland, Ohio 44115 (“Athersys”), and Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of British Columbia and having a place of business at 1618 Station Street, Vancouver, BC Canada, V6A 1B6 (“Angiotech”). In this Sublicense Agreement, Athersys and Angiotech may each be referred to as a “Party” and collectively as the “Parties.”
