0001047469-06-008601 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of the first day of June 12, 2006, (the “Effective Date”) by and between Osiris Therapeutics, Inc., a Delaware corporation (the “Company”), and Earl Fender, (the “Executive”).

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AGREEMENT OF LEASE by and between COLUMBIA GATEWAY S-28, L.L.C. and OSIRIS THERAPEUTICS, INC. (7015 Albert Einstein Drive, Columbia, Maryland 21044)
Agreement of Lease • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances)

THIS AGREEMENT OF LEASE (this “Lease”) made this ______________ day of ______________________, 2006, by and between COLUMBIA GATEWAY S-28, L.L.C. (the “Landlord”) and OSIRIS THERAPEUTICS, INC. (the “Tenant”), witnesseth that the parties hereby agree as follows:

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INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of March 5, 2003, between OSIRIS ACQUISITION II, INC., a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Investor”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

REGISTRATION RIGHTS AGREEMENT, dated as of August __, 1999, between Osiris Therapeutics, Inc., a Delaware corporation (the “Company”), and Cambrex Corporation, a Delaware corporation (the “Stockholder”)

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CONTRACT MANUFACTURING AGREEMENT
Contract Manufacturing Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This CONTRACT MANUFACTURING AGREEMENT (this “Agreement”) is made and entered into this 5th day of March, 2003 (the “Effective Date”), by and between BOSTON SCIENTIFIC CORPORATION (“BSC”) a Delaware corporation, and OSIRIS ACQUISITION II, INC. (“Osiris”), a Delaware corporation (each a “Party,” and collectively, the “Parties”).

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Osiris Therapeutics, Inc.
Osiris Therapeutics, Inc. • June 20th, 2006 • Biological products, (no disgnostic substances)
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MARKETING, COLLABORATION AND LICENSE AGREEMENT
Marketing, Collaboration and License Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland

This Agreement is effective as of August 11, 1999, (“the EFFECTIVE DATE”) by and between Osiris Therapeutics, Inc., a Delaware corporation, having an address at 2001 Aliceanna Street, Baltimore, Maryland 21231 (“OSIRIS”), and BIOWHITTAKER, Inc., a Delaware corporation having offices at 8830 Biggs Ford Road, Walkersville, MD 21793 (“BIOWHITTAKER”).

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INVESTMENT AGREEMENT Between OSIRIS ACQUISITION II, INC. And BOSTON SCIENTIFIC CORPORATION Dated as of March 5, 2003
Investment Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

INVESTMENT AGREEMENT (this “Agreement”), dated as of March 5, 2003 (the “Signing Date”), between OSIRIS ACQUISITION II, INC., a Delaware corporation (the “Company”), and BOSTON SCIENTIFIC CORPORATION, a Delaware corporation (the “Investor” and, together with the Company, the “Parties”).

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SUBLEASE AGREEMENT
Sublease Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland
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DISTRIBUTION AND SUPPLY AGREEMENT
Distribution and Supply Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This Distribution and Supply Agreement by and between Osiris Therapeutics, Inc., a Delaware corporation having a principal place of business at 2001 Aliceanna Street, Baltimore, MD 21231 (“Osiris”), and Blackstone Medical, Inc., a Massachusetts corporation having a principal place of business at 90 Brookdale Dr., Springfield, MA 01104 (“Distributor”), is dated as of November 10, 2005 (the “Effective Date”). Osiris and Distributor may be referred to herein as a “Party” or, collectively, as the “Parties.”

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LICENSE AGREEMENT
License Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware

This LICENSE AGREEMENT (this “Agreement”) is made and entered into this 5th day of March, 2003 (the “Effective Date”), by and between BOSTON SCIENTIFIC CORPORATION (“BSC”), a Delaware corporation and OSIRIS ACQUISITION II, INC. (“Osiris”), a Delaware corporation (each a “Party,” and collectively, the “Parties”).

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Freigutstrasse 5
Osiris Therapeutics, Inc. • June 20th, 2006 • Biological products, (no disgnostic substances)

Reference is made to the letter (the “Termination Letter”) recently delivered and providing for termination of the Consulting Agreement (the “Consulting Agreement”) previously entered into between Friedli Corporate Finance AG, and or now Friedli Corporate Finance, Inc. (individually and collectively, “FCF”), and Osiris Therapeutics, Inc. (“Osiris”). A copy of the Termination Letter is attached hereto as Exhibit A.

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TECHNOLOGY TRANSFER AND LICENSE AGREEMENT Between CASE WESTERN RESERVE UNIVERSITY and OSIRIS THERAPEUTICS, INC.
Technology Transfer and License Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Ohio

This Agreement, effective as of the 1st day of January, 1993 (“Effective Date”), is between OSIRIS THERAPEUTICS, Inc., a 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”).

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OSIRIS THERAPEUTICS, INC. Consulting Agreement
Osiris Therapeutics, Inc. • June 20th, 2006 • Biological products, (no disgnostic substances) • Maryland

This letter confirms our agreement between Osiris Therapeutics, Inc. (“the Company”) and Friedli Corporate Finance AG (“Friedli”) in connection with the investments by Friedli in the Company and to provide financial consulting services pursuant to the following procedures, terms and conditions:

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SECOND AMENDED AND RESTATED SUBLEASE AGREEMENT Dated as of June 30, 1998 between MARYLAND ECONOMIC DEVELOPMENT CORPORATION AND OSIRIS THERAPEUTICS, INC.
Sublease Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland

THIS SECOND AMENDED AND RESTATED SUBLEASE AGREEMENT (this “Sublease”) is made as of the 30th day of June, 1998, by and between MARYLAND ECONOMIC DEVELOPMENT CORPORATION, a body politic and corporate and constituted as a public instrumentality of the State of Maryland (“Sublandlord”) and OSIRIS THERAPEUTICS, INC., a Delaware corporation (“Subtenant”).

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DEVELOPMENT AGREEMENT
Development Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
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LEASE BY AND BETWEEN SAGA LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP AND MARYLAND ECONOMIC DEVELOPMENT CORPORATION, A BODY POLITIC AND CORPORATE AND CONSTITUTED AS A PUBLIC INSTRUMENTALITY OF THE STATE OF MARYLAND DATED JANUARY 18, 1995
Lease Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland

THIS LEASE (this “Lease”) is made as of the 18th day of January, 1995, by and between SAGA LIMITED PARTNERSHIP, a Maryland limited partnership (hereinafter referred to as “Landlord”) and MARYLAND ECONOMIC DEVELOPMENT CORPORATION, a body politic and corporate and constituted as a public instrumentality of the State of Maryland (hereinafter referred to as “Tenant”).

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LICENSE AGREEMENT
License Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • 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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LEASE AGREEMENT to be entered into between GATEWAY S-8 LLLP and and NOVA TELECOMMUNICATIONS, INC.
Lease Agreement • June 20th, 2006 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Maryland

THIS AGREEMENT OF LEASE is made this _______ day of July, 1998, by and between Gateway S-8 LLLP, a limited liability limited partnership formed under the laws of the State of Maryland hereinafter referred to as “Landlord”), and NOVA TELECOMMUNICATIONS, INC., a Delaware corporation (hereinafter referred to as “Tenant”).

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Contract
Osiris Therapeutics, Inc. • June 20th, 2006 • Biological products, (no disgnostic substances) • Delaware

THIS WARRANT AND THE SECURITIES TO BE ISSUED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND THIS WARRANT MAY NOT BE EXERCISED BY OR ON BEHALF OF ANY U.S. PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT, OR UNDER ANY STATE SECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. THESE SECURITIES HAVE BEEN ISSUED OFFSHORE IN ACCORDANCE WITH REGULATION S, AS PROMULGATED UNDER THE SECURITIES ACT. THESE SECURITIES (OR ANY BENEFICIAL INTEREST THEREIN) MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SHARES UNDER THE SECURITIES ACT, OR IN ACCORDANCE WITH REGULATION S OR OTHER EXEMPTIVE PROVISION UNDER THE SECURITIES ACT. HEDGING ACTIVITIES IN CONNECTION WITH THE COMPANY’S SECURITIES ARE PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT.

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