LICENSE AGREEMENT BETWEEN STEMCELLS, INC. AND RENEURON LIMITED
[***] = Information redacted pursuant to a confidential treatment request. An unredacted version of this
exhibit has been filed separately with the Securities and Exchange Commission.
THIS LICENSE AGREEMENT (the “Agreement”), effective as of the 1st day of July, 2005 (the “Effective
Date”), is between STEMCELLS, INC. , a Delaware corporation having its principal place of business at 3155
Porter Drive Palo Alto CA, USA 94304 (“SCI”) and RENEURON LIMITED (company no. 03375897) a
corporation organized under the laws of the United Kingdom and having its principal place of business at 10
Nugent Road, Surrey Research Park, Guilford, Surrey GU27AF, UK (“ReN”). SCI and ReN are each
individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.”
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
The following capitalized terms used in this Agreement shall have the meanings given below unless the context
clearly requires otherwise.
A. SCI owns or controls (with the right to sub-license) the SCI Patent Rights and ReN owns or controls (with
the right to sub-license) the ReN Patent Rights, each as hereinafter defined;
B. SCI wishes to grant to ReN, and ReN wishes to secure from SCI, certain rights under the SCI Patent Rights
within the ReN Field, as set forth herein;
C. ReN wishes to grant to SCI, and SCI wishes to secure from ReN, certain rights under ReN Patent Rights as
well as certain rights with respect to the c-MycER Cells, as set forth herein.
D. Simultaneously with the execution of this Agreement the Parties, together with ReNeuron Group PLC,
ReNeuron (UK) Limited and certain Existing Shareholders (as defined therein) have entered into the
Subscription Agreement (as hereafter defined) in consideration of the entering into of this Agreement
pursuant to which SCI is granted certain rights to be issued shares in ReNeuron Gr