Amendment #1 to Stock Purchase Agreement

EX-10.13.1 2 b49911a3exv10w13w1.txt AMENDMENT #1 TO STOCK PURCHASE AGREEMENT EXHIBIT 10.13.1 AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT This Amendment No. 1 to Stock Purchase Agreement dated as of October 25, 2004 (the "Amendment") amends the Stock Purchase Agreement (the "Agreement") dated as of September 30, 2003 among ViaCell, Inc. ("ViaCell"), Kourion Therapeutics AG (the "Company") and the Sellers party thereto (the "Sellers"). Capitalized terms used but not defined herein shall have the meanings given to them in the Agreement. WHEREAS, ViaCell, the Company and the Sellers are parties to the Agreement pursuant to which ViaCell purchased all of the outstanding shares of capital stock of the Company on the terms set forth in the Agreement; WHEREAS, ViaCell, the Company and the Sellers have each acknowledged and agreed, and further acknowledge and agree by their execution of this Amendment, that the Agreement contains an error regarding the release of the Escrowed Shares and the issuance of the Contingent Shares and did not at the time of execution reflect the intention of the parties to the Agreement; NOW THEREFORE, the parties to this Amendment agree as follows: 1. Amendments to Agreement. a. The definition of "Qualified Public Offering" in Section 1 of the Agreement is hereby deleted in its entirety and replaced with the following: "Qualified Public Offering" shall mean a firm commitment underwritten initial public offering of the common stock of ViaCell at a price per share of at least $9.70 (as appropriately adjusted to reflect any conversion of preferred stock into common stock, any stock splits or combinations, or any declaration of dividends or distributions or other similar recapitalization) in which the net proceeds received by ViaCell equal or exceed $50 million. 2. Miscellaneous. a. Except as modified hereby, ViaCell, the Company and the Sellers acknowledge that the Agreement shall continue in full force and effect in accordance with its terms. b. This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Amendment will become effective when duly executed by each party hereto. IN WITNESS WHEREOF, each of the undersigned has executed this Amendment as an agreement under seal as of the date first above written. THE BUYER: VIACELL, INC. By: /s/ Marc Beer ________________________________ Name: Marc Beer Title: CEO THE COMPANY: KOURION THERAPEUTICS AG By: /s/ Stephan Wnendt ________________________________ Name: Stephan Wnendt Title: [SELLER SIGNATURES TO FOLLOW ON NEXT PAGE] THE SELLERS: MPM BIOVENTURES II, L.P. By: MPM Asset Management II, L.P., its General Partner By: MPM Asset Management II LLC, its General Partner By: /s/ Ansbert Gadicke _________________________________ Name: Ansbert Gadicke Title: Manager MPM BIOVENTURES II-QP, L.P. By: MPM Asset Management II, L.P., its General Partner By: MPM Asset Management II LLC, its General Partner By: /s/ Ansbert Gadicke _________________________________ Name: Ansbert Gadicke Title: Manager MPM BIOVENTURES GMBH & CO. PARALLEL-BETEILIGUNGS KG By: MPM Asset Management II, L.P., in its capacity as the Special Limited Partner By: MPM Asset Management II LLC, its General Partner By: /s/ Ansbert Gadicke _________________________________ Name: Ansbert Gadicke Title: Manager MPM ASSET MANAGEMENT INVESTORS 2001 BVII LLC By: /s/ Ansbert Gadicke _________________________________ Name: Ansbert Gadicke Title: Manager Amendment Signature Page MPM FOUNDERS LLC By: /s/ Ansbert Gadicke _________________________________ Name: Ansbert Gadicke Title: Member Amendment Signature Page KOURION RM (REGENERATIVE MEDIZIN) GMBH By: /s/ Peter Wernet __________________________________ Name: Peter Wernet Title: Founder PHILIP COELHO By: /s/ Philip Coelho __________________________________ Name: Philip Coelho DR. JOHANNES FISCHER By: /s/ Stephan Wnendt __________________________________ Name: Dr. Stephan Wnendt Title: Seller's Representative IRK-VERMOGENSVERWALTUNGS GMBH By: /s/ Stephan Wnendt __________________________________ Name: Dr. Stephan Wnendt Title: Seller's Representative TTHU TECHNOLOGIETRANSFER HEINRICH- HEINE-UNIVERSITAT GMBH By: /s/ Stephan Wnendt __________________________________ Name: Dr. Stephan Wnendt Title: Seller's Representative Amendment Signature Page GESELLSCHAFT VON FREUNDEN UND FORDERERN AN DER HEINRICH-HEINE- UNIVERSITAT DUSSELDORF E.V. By: /s/ Dr. Stephan Wnendt _________________________________ Name: Dr. Stephan Wnendt Title: Seller's Representative DR. ANDREAS KNIPPER By: /s/ Dr. Stephan Wnendt _________________________________ Name: Dr. Stephan Wnendt Title: Seller's Representative DR. HANS-DIETER ROYER By: /s/ Dr. Stephan Wnendt _________________________________ Name: Dr. Stephan Wnendt Title: Seller's Representative