exhibit10481_ghsamend.htm


    Exhibit
10.48.1

    
 

    AMENDMENT
NO. 1 TO

    MASTER
CELL BANKING AND CRYOPRESERVATION AGREEMENT

    


    This
Amendment No. 1 to the Master Cell Banking and Cryopreservation Agreement (the
“Amendment”) effective as of June 4, 2008, is entered into by and between Cytori
Therapeutics, Inc., and its affiliates (including its wholly owned subsidiary
Cytori KK), having a place of business at 3020 Callan Road, San Diego, CA 92121
(“Cytori”), and Green Hospital Supply, Inc., having a place of business at
3-20-8 Kasuga Suita-City, Osaka 565-0853, Japan (“GHS”), and amends that certain
Master Cell Banking and Cryopreservation Agreement effective as of August 13,
2007 (the “Agreement”).

    


    WHEREAS,
the Territory under the Agreement is comprised of the country of Japan;
and

    


    WHEREAS,
Cytori and GHS would like to expand the Territory to include Korea, Taiwan and
Thailand.

    


    NOW,
THEREFORE, Cytori and GHS hereby agree as follows:

    


    1. The second recital of the
Agreement is hereby amended and superseded in its entirety with the
following:

    


    “WHEREAS, GHS wishes to
establish ADRC Banking facilities (“CB Facilities”) for the acquisition, storage
and retrieval of ADRCs exclusively using Cytori’s technology, including the
CelutionTM device
and related products and disposables in the countries of Japan, Korea and
Thailand and the Province of Taiwan (collectively, the
“Territory”);”

     

    2. Section 4 of the Agreement is
hereby amended and superseded in its entirety with the following:

    


    “GHS DILIGENCE:  GHS
shall purchase an annual minimum number of Packages each calendar year, as set
forth in Exhibit B,
which is attached hereto and incorporated herein (“Minimum
Purchase”).  In addition, GHS shall actively promote, market and sell
Packages, Devices and Products to CB Facilities during the Term.  If
GHS fails to meet the Minimum Purchase amount in any given year for a specified
country, Cytori may have the right to terminate this Agreement in its sole
discretion with respect to such specified country.”

     

    3. Section 12 of the Agreement is hereby
amended and superseded in its entirety with the following:

    


    “NON-ENGLISH VERSIONS OF
LABELING:  GHS will be responsible for ensuring that Cytori’s
labels, packaging and package inserts for Packages and Devices comply with all
applicable Laws (including local Laws) and regulatory requirements for the
Territory (including any necessary translations).  GHS shall provide
reasonable assistance (for example, proofreading and advising) with respect to
Cytori’s translation of any written materials concerning the Devices and/or
Packages into the official languages of the Territory (if Cytori determines in
its sole discretion to do so).”

    


     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    4. Section 25 of the Agreement is hereby
amended and superseded in its entirety with the following:

    


    “TERM; TERMINATION;
SURVIVAL:  The term of this Agreement (the “Term”) for each of
the individual countries within the Territory shall be as follows: (i) the Term
for the country of Japan will commence on August 13, 2007 and end on August 13,
2017, and (ii) the Term for the countries of Korea, Thailand and the Province of
Taiwan, will commence on May 1, 2008 and end on May 1, 2012.  The Term
for Japan may be extended for additional five (5) year periods, and the Term for
Korea, Thailand and the Province of Taiwan may be extended for additional three
(3) year periods, each upon mutual agreement at the end of their respective
initial Term for the individual countries.”

    


    [Subsections
25.1 through 25.4 remain as stated in the Agreement]

    


     

    5. Exhibit B to the Agreement is
hereby amended and superseded in its entirety with the new Exhibit B attached
hereto as Schedule 1.

    


     

    6. Except as
specifically modified or amended hereby, the Agreement shall remain in full
force and effect and, as modified or amended, is hereby ratified, confirmed and
approved.  No provision of this Amendment may be modified or amended
except expressly in a writing signed by both parties nor shall any terms be
waived except expressly in a writing signed by the party charged
therewith.  This Amendment shall be governed by, construed and
enforced in accordance with the laws of the State of New York, without reference
to conflicts of laws principles.

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties has executed this Amendment No. 1 to the
Master Cell Banking and Cryopreservation Agreement as of the date indicated
below.

    


     

    
    

     

    
      	
               CYTORI
      THERAPEUTICS, INC. 

            	GREEN HOSPITAL SUPPLY,
      INC.
	
               

              By:  /s/ Seijiro
      Shirahama

               

              Title:  President,
      Asia-Pacific

               

              Date:  June 4,
      2008

               

              Address: 

               

              3020 Callan Road

              San Diego, CA  92121

               

              Fax:  US 858-458-0994

            	
              By:  /s/ Kunihisa
      Furukawa

               

              Title:  President

               

              Date:  June 4,
      2008

               

              Address: 

               

              3-20-8 Kasuga Suita-City

              Osaka 565-0853, Japan

               

            


    

     

     


    
      
         


      

      
        3