0000950134-09-005379 Sample Contracts

Dated 23 December 2008 Between STEMCELLS, INC. as Lender and STEM CELL SCIENCES PLC as Borrower FACILITY AGREEMENT MORRISON | FOERSTER

Facility Agreement • March 16th, 2009 • Stemcells Inc • Biological products, (no disgnostic substances)

• Contract Type
  Facility Agreement
• Filed
  March 16th, 2009
• Company
  Stemcells Inc
• Industry
  Biological products, (no disgnostic substances)

EMPLOYMENT AGREEMENT

Employment Agreement • March 16th, 2009 • Stemcells Inc • Biological products, (no disgnostic substances) • California

• Contract Type
  Employment Agreement
• Filed
  March 16th, 2009
• Company
  Stemcells Inc
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  California

In consideration of my employment with StemCells, Inc., (the “Company”), and the compensation now and hereafter paid to me by the Company, I agree to the following:

CONFIDENTIALITY AGREEMENT

Confidentiality Agreement • March 16th, 2009 • Stemcells Inc • Biological products, (no disgnostic substances) • California

• Contract Type
  Confidentiality Agreement
• Filed
  March 16th, 2009
• Company
  Stemcells Inc
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  California

THIS AGREEMENT is made and entered into this day of , 2009, by and between StemCells, Inc., a Delaware corporation with a principal place of business at 3155 Porter Drive, Palo Alto, California 94304 (“StemCells”), and , a corporation with a principal place of business at (hereinafter referred to as “Recipient”).

ASSET PURCHASE AGREEMENT Dated as of March 1, 2009 between STEMCELLS, INC. and STEM CELL SCIENCES PLC

Asset Purchase Agreement • March 16th, 2009 • Stemcells Inc • Biological products, (no disgnostic substances) • Delaware

• Contract Type
  Asset Purchase Agreement
• Filed
  March 16th, 2009
• Company
  Stemcells Inc
• Industry
  Biological products, (no disgnostic substances)
• Jurisdiction
  Delaware

This Asset Purchase Agreement (this “Agreement”), is entered into and effective as of March 1, 2009 (the “Effective Date”), by and between StemCells, Inc. a Delaware corporation whose address is at 3155 Porter Drive, Palo Alto, CA 94304 (the “Purchaser”), and Stem Cell Sciences plc (Registered Number 05455929), a public limited company registered in England and Wales having its Registered Office at Meditrina Building 260, Babraham Research Campus, Cambridge CB22 3A, United Kingdom (the “Seller”).