MESOBLAST LIMITED [●] American Depositary Shares Representing an Aggregate of [●] Ordinary Shares Form of Underwriting AgreementMesoblast LTD • November 2nd, 2015 • 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
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”.
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.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”).
THIRD AMENDMENT TO TECHNOLOGY TRANSFER AND LICENSE AGREEMENTAnd 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 AgreementMesoblast LTD • November 2nd, 2015 • Biological products, (no disgnostic substances) • Victoria
Intellectual Property Assignment Deed Medvet Sciences Pty Ltd ABN 15 008 089 745 and Angioblast Systems, IncorporatedMesoblast LTD • November 2nd, 2015 • Biological products, (no disgnostic substances) • Delaware
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”).
AMENDMENT TO THE TECHNOLOGY TRANSFER AND LICENSE AGREEMENT BETWEEN CASE WESTERN RESERVE UNIVERSITY AND OSIRIS THERAPEUTICS, INC.Transfer and License Agreement • November 2nd, 2015 • Mesoblast LTD • Biological products, (no disgnostic substances)
This Amendment, effective as of the 18th day of October, 1999, “Amendment Effective Date” between Osiris Therapeutics, Inc. (“OSIRIS”) and Case Western Reserve University (“CWRU”).
