Exhibit 10.1
 AASTROM BIOSCIENCES, INC.
 
 At Market Issuance Sales Agreement
  st
  Company Agreement MLV
 Issuance and Sale of Shares Placement Shares Common Stock provided however Maximum Amount Commission
 Securities Act Securities Act Regulations Exchange Act Exchange Act Regulations Prospectus
Supplement




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Registration Statement Prospectus Incorporated Documents
 EDGAR
 Placements Placement Placement Notice Schedule 1 Schedule 3 Schedule
3
 2




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Sale of Placement Shares by MLV
 Exchange Section 2 Section 5(b) Trading Day
  Suspension of Sales Schedule 3 Schedule 3
 Sale and Delivery to MLV; Settlement
 Sale of Placement Shares .
 3




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Settlement of Placement Shares . rd Settlement Date Net Proceeds
 Delivery of Placement Shares
 Limitations on Offering Size .
 4




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Representations and Warranties of the Company
 Registration Statement and Prospectus
 No Misstatement or Omission
 Conformity with Securities Act and Exchange Act
 5




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Financial Information GAAP
 Conformity with EDGAR Filing
 Organization Material
Adverse Effect
 Subsidiaries Schedule 4 Subsidiaries
 6




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No Violation or Default
 No Material Adverse Change
 Capitalization
 7




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Authorization; Enforceability
 Authorization of Placement Shares
 No Consents Required FINRA
 No Preferential Rights Person
 8




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Independent Public Accountant Accountant Sarbanes-Oxley Act
 Enforceability of Agreements
 No Litigation
 Licenses and Permits Permits
 9




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Market Capitalization Non-Affiliate Shares
 No Material Defaults
 Certain Market Activities
 Broker/Dealer Relationships
 No Reliance
 Taxes
 10




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Title to Real and Personal Property
 Intellectual Property Intellectual Property
 Environmental Laws
 11




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Environmental Laws
 Disclosure Controls
 Sarbanes-Oxley
 12




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Finders Fees
 Labor Disputes
 Investment Company Act Investment Company Act
 Underwriter Agreements
 ERISA ERISA Code
 Margin Rules
 Insurance
 13




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No Improper Practices
 Status Under the Securities Act
 No Misstatement or Omission in an Issuer Free Writing Prospectus Section 24
 14




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No Conflicts
 Clinical Studies
 Compliance Program
 OFAC Entity Person
 OFAC UNSC EU HMT Sanctions
 15




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Stock Transfer Taxes
  Covenants of the Company
 Registration Statement Amendments
 16




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Notice of Commission Stop Orders
 Delivery of Prospectus; Subsequent Changes
 17




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Listing of Placement Shares
 Delivery of Registration Statement and Prospectus
 Earnings Statement
 Use of Proceeds
 Notice of Other Sales
 18




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Change of Circumstances
 Due Diligence Cooperation
 Required Filings Relating to Placement of Placement Shares
 19




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Representation Dates; Certificate
     Representation Date.
 The requirement to provide a certificate under this Section
7(l) shall be waived for any Representation Date occurring at a time at which no Placement Notice
is pending,
 Legal Opinion Company
Counsel
 20




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Reliance Letter
 Comfort Letter Comfort Letters Initial Comfort Letter
 Market Activities
 Investment Company Act
 No Offer to Sell
 21




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Sarbanes-Oxley Act
 Representations and Covenants of MLV
 Payment of Expenses
   22




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Conditions to MLVs Obligations
 Registration Statement Effective
 No Material Notices
 No Misstatement or Material Omission
 Material Changes
 23




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Legal Opinion
 Comfort Letter
 Representation Certificate
 No Suspension
 Securities Act Filings Made
 Approval for Listing
 No Termination Event
 Indemnification and Contribution
 Company Indemnification
  24




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provided however
 MLV Indemnification
 Procedure
 25




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Contribution
 26




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Representations and Agreements to Survive Delivery
 27




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Termination
       28




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Notices
 
  
  
  
 29




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Business Day
 Electronic Notice Nonelectronic Notic
 Successors and Assigns
 Adjustments for Stock Splits
 Entire Agreement; Amendment; Severability
 30




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18. GOVERNING LAW AND TIME; WAIVER OF JURY TRIAL . THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAWS. SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME. THE COMPANY HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL
BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
 19. CONSENT TO JURISDICTION . EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE
NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH
OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION
CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR
PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT
SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT,
ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY
THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN
EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD
AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO
LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
 Use of Information
 Counterparts
 Effect of Headings
  31




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Permitted Free Writing Prospectuses
 Exhibit G
 Absence of Fiduciary Relationship
       32




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Definitions
  Applicable Time
 Issuer Free Writing Prospectus
 Rule 163 Rule 164 Rule 172 Rule 405 Rule
415 Rule 424 Rule 424(b) Rule 430B Rule 433
     33




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AASTROM BIOSCIENCES, INC.By:
    /s/ Scott DurbinName:
    Scott DurbinTitle:
    Chief Financial OfficerACCEPTED as of the date first-above written:MCNICOLL, LEWIS & VLAK LLCBy:

/s/
Patrice McNicollName:
    Patrice McNicollTitle:
    Chief Executive Officer 34




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SCHEDULE 1
 
 FORM OF PLACEMENT NOTICE
 
 From:
    
    Aastrom Biosciences, Inc.To:
    
    McNicoll, Lewis & Vlak LLCAttention:
    
    Patrice McNicollSubject:
    
    At Market IssuancePlacement NoticeGentlemen:
 Company MLV




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SCHEDULE 2
 
 Compensation




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SCHEDULE 3
 
 Notice Parties
 
 The Company
   MLV




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SCHEDULE 4
 
 Subsidiaries




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EXHIBIT 7(l)
 Form of Representation Date Certificate
 Certificate Agreement Company




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AASTROM BIOSCIENCES, INC.By:Name:Title: 40