exv10w1






Exhibit 10.1




THIRD AMENDMENT TO LEASE




     This
Third Amendment to Lease (the “Amendment”) is made and entered into as of October 12, 2009
(the “Effective Date”), by and between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR
UNIVERSITY, a body having corporate powers under the laws of the
State of California (“Landlord”),
and STEMCELLS, INC., a Delaware corporation
(“Tenant”).



     A. Landlord and Tenant entered into that certain Restated and Amended Lease
dated as of December 19, 2002 as amended by that certain Lease Amendment dated as of
August 1, 2003 and that certain Second Amendment to Lease dated April 1, 2005 (as amended,
the “Lease”), pursuant to which Landlord has leased to Tenant 68,162 rentable square feet in
that certain property commonly known as 3155 Porter Drive, Palo Alto, California and more
particularly described in the Lease (“Premises”). Each capitalized term not defined in this
Amendment shall have the same meaning given to such term in the Lease.



     B. Landlord and Tenant now desire extend the Term of the Lease, on the terms and
conditions more particularly set forth below.




     NOW THEREFORE, Landlord and Tenant hereby agree as follows:



     Section 1 Extended Term. The term of the Lease is hereby extended commencing on April 1, 2010
and expiring on August 31, 2011 (“Extended Term”) [Tenant shall have no further rights to renew or
extend the term of the Lease and Section 3(B) of the Second
Amendment to Lease is hereby deleted in
its entirety.]



     Section 2 Base Monthly Rent. The Base Monthly Rent payable by Tenant during the Extended Term
shall be as follows:



	 	 	 	 	 	 	 	 	 
	Period During	 	Base Monthly Rent per	 	 
	Extended Term	 	rentable square foot	 	Base Monthly Rent
	April 1,
2010 — March 31, 2011
	 	$	2.65	 	 	$	180,629.30	 
	April 1,
2011 — August 31, 2011
	 	$	2.73	 	 	$	186,082.26	 






     Section 3
Condition of the Premises. Tenant hereby accepts the Premises in its “as-is”
condition, and Landlord shall not be obligated to make any alterations, additions, repairs or
improvements or to do any work whatsoever on, to or within the Premises.



     Section 4 Space Sharing Agreement. The Space Sharing Agreement and Tenant’s obligations
pursuant to Section 7 of the Second Amendment to Lease shall remain in full force and effect during
the Extended Term.



     Section 5 Brokerage Commission. Landlord is not represented by a broker and Tenant is
represented by Cornish & Carey Commercial (“Tenant’s Broker”) with respect to this Amendment
Landlord shall pay Tenant’s Broker pursuant to the terms of a separate commission agreement. Tenant
and Landlord represent and warrant that they have had no other dealings with any other real estate
broker or agent in connection with this Amendment. Tenant and Landlord shall indemnify, defend and
hold the other harmless from and against all liabilities arising from any other claims of brokerage
commissions or finder’s fees based on



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Tenant’s or Landlord’s, as applicable, dealings or contacts with brokers or agents, other than, as
to Tenant, Tenant’s Broker.




     Section 6 Effect of Amendment. As modified by this Amendment, all of the terms and conditions
of the Lease remain unchanged and in full force and effect. In the event of any express conflict or
inconsistency between the terms of this Amendment and the terms of the Lease, the terms of this
Amendment shall control and govern.



     Section 7 Counterparts. This Amendment may be executed in any number of counterparts, each of
which shall be an original, but all of which, when taken together, shall constitute one and the
same instrument.



     IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the Effective Date.



	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	TENANT:
	 
	 	 	 	 	 	 	 	 	 	 
	THE BOARD OF TRUSTEES OF THE LELAND	 	STEMCELLS, INC.,
	STANFORD JUNIOR UNIVERSITY	 	a Delaware corporation
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 		 	By:	 	
	 

	 	Name:
	 	JEAN SNIDER
	 	 	 	Name:
	 	Rodney Young
	 

	 	Its:
	 	MANAGING DIRECTOR, RE
	 	 	 	Its:
	 	CFO







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