EXHIBIT 10.42
 CONFIDENTIAL
  COLLABORATION AND LICENSE AGREEMENT
 BETWEEN
ATHERSYS INC.,
ABT HOLDING COMPANY
AND
PFIZER INC.
DATED AS OF




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CONFIDENTIAL
 Table of Contents
 Section 1 DEFINITIONS
    
    
    2Section 2 RESEARCH PROGRAM
    
    
    12Section 3 CLINICAL DEVELOPMENT PROGRAM
    
    
    15Section 4 MANUFACTURING OF LICENSED PRODUCT
    
    
    18Section 5 JOINT STEERING COMMITTEE
    
    
    20Section 6 RIGHTS TO RESEARCH PROGRAM AND COMBINATION PRODUCT IPRs
    
    
    23Section 7 LICENSES
    
    
    23Section 8 RESEARCH FUNDING
    
    
    26Section 9 FEES AND ROYALTIES
    
    
    27Section 10 ACCOUNTING AND PROCEDURES FOR PAYMENT
    
    
    29Section 11 PATENTS AND INFRINGEMENT
    
    
    32Section 12 CONFIDENTIALITY; PUBLICATION
    
    
    35Section 13 REPRESENTATIONS AND WARRANTIES
    
    
    39Section 14 ADDITIONAL COVENANTS
    
    
    42Section 15 TERM
    
    
    44Section 16 TERMINATION
    
    
    44Section 17 INDEMNIFICATION
    
    
    47Section 18 GOVERNING LAW AND JURISDICTION
    
    
    50Section 19 MISCELLANEOUS
    
    
    51ATHERSYS PATENT RIGHTS FOR THE PURPOSES OF THE ROYALTY TERM
    
    
    64




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CONFIDENTIAL
  Agreement AI ABT ATHERSYS PFIZER
 ®
  ®
  Section 1 DEFINITIONS
  Affiliate
 Athersys Combination Product
  2




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##### 



CONFIDENTIAL
 Athersys Combination Product IPRs
 Athersys Compound
 Athersys Confidential Information
 Athersys Device
 Athersys Exclusive Patent Rights Section
11.1
 Athersys Patent Rights Schedule 1.8 Schedule 1.8
 Athersys Technology
  3




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CONFIDENTIAL
 BLA
 Business Day
 Change of Control
 Clinical Development Candidate
 Clinical Development Plan
 Clinical Development Program
 Combination Product
 Commence Commencement
  4




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CONFIDENTIAL
 Commercially Reasonable Efforts Section 11
 Committee
 Compound
 Development & Regulatory Committee Section 5.2(b)
 Device
 Effective Date
 Event Milestone Payments Section 9.1(a)
 Extension Section 2.2
 FDA
 FDCA
 Field
 FTE Rate Section 8.1 ( *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  5




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CONFIDENTIAL
 Governmental Authority
 IND
 Indemnified Party
 Indemnifying Party
 Initial Research Term
 JSC Section 5.1
 Key Role *
 Launch
 Laws
 Licensed Product
 Losses Section 17.2
 Major EU Countries
 Major Indication
 Manufacturing Committee Section
5.2(c)
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  6




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CONFIDENTIAL
 Manufacturing Costs *
 Materials Transfer Agreement Schedule
1.45 Section 2.9
 MultiStem
 MultiStem Products
 NDA
 Net Sales
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  7




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CONFIDENTIAL
 - .
 Pfizer Combination Product
 Pfizer Combination Product IPRs
 Pfizer Compound
 Pfizer Confidential Information
  8




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CONFIDENTIAL
 Pfizer Device
 Pfizer Quarter
 Pfizer Technology
 Pfizer Year
 Phase I Clinical Study
 Phase II Clinical Study
 Phase II(b) Clinical Study
 Phase III Clinical Study
 Pilot Indication *
 Price Approval
 Redacted Agreement Section 12.4
 Regulatory Approval
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  9




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CONFIDENTIAL
 Regulatory Authority
 Research Committe Section 5.2(a)
 Release Condition Schedule 2.7
 Representatives
 Research Plan *
 Research Program
 Research Program IPRs
 Research Term
 Royalty Term
 Sales Milestone Payments Section 9.2
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  10




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CONFIDENTIAL
 Stand-By License
 Suitably Qualified Person *
 Term Section 15
 Territory
 Third Party
 Third Party Claim Section 17.3
 Third Party Licenses Schedule
1.82
 Valid Claim
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  11




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CONFIDENTIAL
 Section 2 RESEARCH PROGRAM
    * Initial Research Term Extension Section 8.1
      
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  12




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CONFIDENTIAL
  * Section 2.5
    Schedule 2.7 MultiStem Regulatory File
  Section 19.8
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  13




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CONFIDENTIAL
           14




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CONFIDENTIAL
 Section 3 CLINICAL DEVELOPMENT PROGRAM
 Section 3.2(c) Section 4.1 Section 3.2
   Section 3.2(a) Opt-In Notice
 Schedule 3.2(c) Section 3.1 Schedule 3.2(c)
 Section 3.2(c) Section 3.2 (c )(ii)(B)
  15




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CONFIDENTIAL
  Quarterly Reports
 Annual Reports or Clinical Summary Report.
 Section 3.3
      16




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CONFIDENTIAL
  Section 2.7 Schedule 2.7
  Section 3.6(a) Section 2.5 Pharmacovigilance Agreement
   17




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##### 



CONFIDENTIAL
    Section 3.8 Section 12.1
 Section 4 MANUFACTURING OF LICENSED PRODUCT
  Pre-Clinical Supply
 Certain Clinical Supply
 *
 Other Clinical Study Supply Sections 4.1(a) and (b)
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  18




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CONFIDENTIAL
 .
 * Section 3.2(c)
       
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  19




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CONFIDENTIAL
 Section 5 JOINT STEERING COMMITTEE
 JSC
  Research
Committee
 Development & Regulatory Committee
  20




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CONFIDENTIAL
 Manufacturing Committee
 Co-Chair
  provided that
 Section 3.2 provided that
 provided that
  21




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CONFIDENTIAL
      Schedule 5.5
 Section 5.7
  22




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##### 



CONFIDENTIAL
  * provided that further provided that
 Section 6 RIGHTS TO RESEARCH PROGRAM AND COMBINATION PRODUCT IPRs
    Section 11.3
  Section 7 LICENSES
     
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  23




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CONFIDENTIAL
  Section 7.1
   provided that Section 7.2(c)
  Sections 7.1
   Section 5 Schedule 5.5 provided that Section 3.2 Section 4
  24




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CONFIDENTIAL
    Schedule 7.5
  Section 7.1 Sublicense Restrictions MultiStem
Business Section 2.10 Section 3.4
  25




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CONFIDENTIAL
  Section 7
 Section 8 RESEARCH FUNDING.
 Section 5 Schedule 5.5 *
 Period
    
    FTEs
    
    FTE Rate/annum
    
    Total Funding
    
    Quarterly PaymentInitial Research
Term
    
    [*]
    
    [*]
    
    [*]
    
    [*]Extension
    
    [*] or such greater
number of FTEs
agreed by PFIZER
based on the
Research Plan
    
    [*]
    
    [*] or such higher
amount linked to
any agreed
additional number
of FTEs
    
    [*%] of the amount
of the Total
Funding for the
Extension
 Section 8.1 Section 4.1
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  26




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CONFIDENTIAL
  provided however *
 Section 9 FEES AND ROYALTIES.
  Event Milestone provided
 No.
    
    Event Milestone
    
    Event Milestone Payment1
    
    [*]
    
    USD six million ($6,000,000)2
    
    [*]
    
    [$*]3
    
    [*]
    
    [$*]4
    
    [*]
    
    [$*]5
    
    [*]
    
    [$*]6
    
    [*]
    
    [$*]7
    
    [*]
    
    [$*]
  
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  27




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CONFIDENTIAL
  Sales Milestone Payment Section
3.2(c) Schedule 3.2 (c)
 Net Sales in the Territory
    
    Sales Milestone PaymentNet Sales in [*] consecutive PFIZER Quarters 
exceed [$*]
    
    [$*]Net Sales in [*] consecutive PFIZER Quarters 
exceed [$*]
    
    [$*]Net Sales in [$*] consecutive PFIZER Quarters 
exceed [$*]
    
    [$*]Net Sales in [*] consecutive PFIZER Quarters 
exceed [$*]
    
    [$*]
   Section 3.2 Schedule 3.2(c)
   *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  28




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CONFIDENTIAL
 Section 9.5 Section
9.3 Sections 7.1
  Sales Milestone Credit Section 9.3.
  Section 9.3
 Section 10 ACCOUNTING AND PROCEDURES FOR PAYMENT.
  Section 9
   
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  29




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CONFIDENTIAL
       Section
10.3 Schedule 3.2(c), Section 10.5 Section 10.5
  30




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CONFIDENTIAL
 Section 10.3 Schedule 3.2(c) Section 10.3 Schedule 3.2(c) Section 9.3
 Section 10.3
    31




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CONFIDENTIAL
 Section 11 PATENTS AND INFRINGEMENT.
  Athersys Exclusive Patent Rights
    provided Schedule 1.83
  32




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CONFIDENTIAL
      Section 17.1(a) (if any) Section 9.3 Section 11.6 Section 9.3 *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  33




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CONFIDENTIAL
  Section 11.7(b) 11.9 Section 17 (if any) Section 11.7
 Section 11.7(a)
  Paragraph IV Notice ANDA Filing
  34




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CONFIDENTIAL
  Section 11.7 or
11.8 Section 11.7 Sections 11.7 or 11.8
    Trademarks
 Section 12 CONFIDENTIALITY; PUBLICATION
    35




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CONFIDENTIAL
  Section 12 Sections 7.1 and/or 7.2; provided provided
 Section 12 Section 7.4
provided provided provided
  36




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CONFIDENTIAL
 Section 12
   Section 12.2
  37




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CONFIDENTIAL
  Schedule 12.3 Section 12.2 Section 12.3
  Redacted
Agreement Schedule 12.4
  38




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CONFIDENTIAL
 Section 13 REPRESENTATIONS AND WARRANTIES
       Schedule 1.8
 Schedule 1.8 Sections 7.1 7.2
   39




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##### 



CONFIDENTIAL
 Schedule 1.8
  Schedule 1.8 Schedule 1.8 Schedule 1.8 .
 Schedule
1.8
     40




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CONFIDENTIAL
    Section 8.1
     41




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##### 



CONFIDENTIAL
     SECTION 13
 Section 14 ADDITIONAL COVENANTS.
 Sections
7.1 and 7.2
  42




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CONFIDENTIAL
 *
    Section 14.5
 Section 14.7;
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  43




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CONFIDENTIAL
 provided that Section 14.8
 Section 3.6 (c)
 Section 15 TERM
 Section 16
 Section 16 TERMINATION
   Section 16.1(a)
  44




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CONFIDENTIAL
 *
 provided
   Diligence Requirement
   
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  45




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CONFIDENTIAL
  Section 16.1 Section 7.2 (a) and (c Section 9.5,
 Section 16.1 Section 16.1(d Section 16.3 Section 16.3
 Section 16.1 Section
16.3(b)
 Sections 16.1(a), (b) or (c) Section 3.2(c) and Schedule 3.2(c) or Sections 9.1, 9.2 or 9.3 provided Sections 16.1(a) or (b) Section 3.2(c) and Schedule 3.2(c) or Sections 9.1, 9.2 or 9.3 *
 Section 16.1(d) Section 8
  Sections 3.2(c), 6, 7.4, 9.5, 10, 11 ( , 12, 16.2, 16.3, 16.4, 17, 18, and 19
and Schedules 1.45, 2.7 and 3.2(c)
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  46




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CONFIDENTIAL
   Section 17 INDEMNIFICATION
     Section 16.3
   47




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CONFIDENTIAL
       Losses
  Indemnified Party Third Party Claim Indemnifying
Party
 Sections
11.7, 11.8 and 11.9
  48




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CONFIDENTIAL
    49




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CONFIDENTIAL
  SECTION 17
  SECTION 17
 Section 18 GOVERNING LAW AND JURISDICTION
    Section 10.5 Courts
  50




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CONFIDENTIAL
  Section 19 MISCELLANEOUS.
        51




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CONFIDENTIAL
  *
    Section 19.6(a) provided Sections 12.1(e) and
16.1(c)
  Section 19.6
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  52




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CONFIDENTIAL
  Section
19.7
  Section 4.7
   If to ATHERSYS:
    
    Athersys Inc.
3201 Carnegie Avenue
Cleveland, Ohio 44115 
Attention: President
Facsimile: +1-216-361-9495
  53




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CONFIDENTIAL
 with a copy to:Thomas A Briggs
Jones Day 
12265 El Camino Real, Suite 200
San Diego, CA 92130
Facsimile: +1 858-314-1200If to Pfizer:
    
    Pfizer Global R&D Headquarters 
50 Pequot Avenue
New London, CT 06320
Attn: Head of Research, PGRD
Copy to: General Counsel, Pharma Therapeutics (PhTx) 
Pfizer Inc. 
235 East 42nd Street
New York NY USA 10017 
Facsimile [*]
Invoices should be sent to the attention of [*] (or the
Finance Lead, Pfizer Regenerative Medicine) at the following
address: 

[*] (or her designate)
Pfizer Ltd Finance
Ramsgate Road
Sandwich
Kent
CT13 9NJ 
Great Britain
And electronically to:
[*]
 Section
19.9
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  54




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CONFIDENTIAL
          55




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CONFIDENTIAL
  ATHERSYS
    
    
    
    PFIZERATHERSYS INC
    
    
    
    PFIZER INC.By:
    
    /s/ Gil Van Bokkelen
    
    
    
    By:
    
    /s/ Polly A. MurphyName:
    
    Gil Van Bokkelen
    
    
    
    
    
    Name:
    
    Polly A. MurphyTitle:
    
    Chairman & CEO
    
    
    
    
    
    Title:
    
    Vice PresidentWorldwide Business DevelopmentABT HOLDING COMPANYBy:
    
    /s/ William O. LehmannName:
    
    William O. LehmannTitle:
    
    President
  56




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CONFIDENTIAL
 Schedule 1.8
 ATHERSYS PATENT RIGHTS
 *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  57




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CONFIDENTIAL
 Schedule 1.14
 *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  58




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CONFIDENTIAL
 Schedule 1.45
 Whereas PFIZER INC nd
 Whereas, Section 2.9
 Now,
 1.
    
    This MTA is effective of even date with the Agreement between the parties.
 2.
    
    If there is any conflict between the terms of this MTA and the Agreement, the terms of the
Agreement will dominate. Unless specifically defined otherwise herein, any defined term used
in this MTA will have the meaning defined within the Agreement.
 3.
    
    Either Athersys or Pfizer (a Provider) may deliver or have delivered to the other party (a
Recipient) Materials.
 4.
    
    The Provider warrants to Recipient that Provider has the right to deliver to Recipient the
Materials. Provider hereby grants to Recipient and its Affiliates a license in accordance
with Section 7 of the Agreement to use the Materials, in each case solely for the
purpose of performing the Recipients obligations under the Research Plan.
 5.
    
    Recipient accepts that Provider will have no responsibility for any injury (including injury
resulting in death, damage or loss related to the handling, use, making, manufacturing,
storage or disposal of the Materials. Recipient will hold harmless, indemnify and defend the
Provider, its Affiliates, licensees, officers, directors, employees, consultants, contractors,
sub-licensees and agents from and against any and all liabilities, claims, demands, damages,
losses and expenses, including reasonable attorneys fees and witness fees and costs, arising
from or relating to the use, storage or disposal of the Materials by, through or on behalf of
Recipient except to the extent caused by the negligence, recklessness or wilful misconduct of
the Recipient.
  59




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CONFIDENTIAL
 6.
    
    Recipient will only allow those trained in handling similar materials in their assigned job
functions to handle Materials. Recipient assumes all responsibilities and risks in connection
with the handling, use, making, manufacturing, storage or disposal of Materials, and Recipient
shall comply with all applicable Laws, codes of practice, directions, guidance, permits,
licenses and authorisations concerning health and safety, human tissue, clinical trials and
environmental procedures, protocols and systems in connection with such activities.
 7.
    
    Recipient understands and accepts that Materials have not been approved for human use and
agrees that Materials will not be administered to humans in any manner or form.
 8.
    
    MATERIALS ARE EXPERIMENTAL IN NATURE AND ARE PROVIDED AS IS WITHOUT WARRANTY, EXPRESS OR
IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS FOR PURPOSE AND
WARRANTY OF NON-INFRINGEMENT OF ANY PROPRIETARY RIGHT OF A THIRD PARTY. PROVIDED THAT NOTHING
IN THIS SECTION 8 REMOVES, QUALIFIES OR ALTERS ANY WARRANTIES GIVEN IN THE AGREEMENT.
 9.
    
    Recipient will fully and promptly disclose any improvements and inventions arising from the
use of the Materials in accordance with the Agreement. Inventions made from the Materials
will be handled in accordance with the Agreement.
 10.
    
    The results, and the rights and use of any intellectual property rights and any ownership
rights from use of results obtained with Materials will be governed by the Agreement.
 11.
    
    The provision of any Materials will not alter any ownership or licensed rights Provider may
have obtained in or for the Materials or rights Provider has obtained to control the
Materials. Recipient undertakes that Materials will not be sold, transferred or otherwise
distributed to any third party or any employee or agent of Recipient who is not under
Recipients or its Affiliates direct supervision or subject to a written contract with
Recipient or its Affiliate.
 12.
    
    Recipient undertakes that it will not attempt to reverse engineer, characterize, or ascertain
the chemical structure, genomic structure or other make-up of Materials, and agrees not to
make derivatives of, or perform experiments to determine the identity of, any of Materials
except as agreed to by the parties under the Research Plan.
 13.
    
    Within thirty (30) days of written notice by Provider, Recipient will as directed by Provider
(a) return to Provider any remaining portion of Material or (b) destroy and properly dispose
of any remaining portion of Material in accordance with all applicable laws, regulations,
codes of practice and guidelines and certify in writing that it has done so.
 14.
    
    If any part of this MTA is found by a court to be invalid or unenforceable, it will be deemed
modified to the extent necessary to allow enforcement, and all other portions of this MTA not
so modified will remain in full force and effect.
  60




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CONFIDENTIAL
 15.
    
    This MTA shall b governed by and construed in accordance with the substantive laws of the
State of New York, without regard to conflicts of law rules.
 16.
    
    This MTA may be executed in any two or more counterparts, each of which, when executed, shall
be deemed to be an original and all of which together shall constitute one and the same
document.
 17.
    
    In the event of any controversy, claim or counterclaim arising out of or relating to this
MTA, the parties shall first attempt to resolve such controversy or claim through good faith
negotiations for a period of not less than thirty (30) days following notification of such
controversy or claim to the other party. If such controversy or claim cannot be resolved by
means of such negotiations during such period, then such controversy or claim shall be
resolved by the United States District Court for the Southern District of New York or a local
court sitting in New York, New York (collectively, the Courts). Each party (a)
irrevocably submits to the exclusive jurisdiction in the Courts for purposes of any action,
suit or other proceeding relating to or arising out of this Agreement and (b) agrees not to
raise any objection at any time to the laying or maintaining of the venue of any such action,
suit or proceeding in any of the Courts, irrevocably waives any claim that such action, suit
or other proceeding has been brought in an inconvenient forum and further irrevocably waives
the right to object, with respect to such action, suit or other proceeding, that such Court
does not have any jurisdiction over such party. Athersys hereby irrevocably designates,
appoints and empowers its designated agent for service of process as registered with the State
of Delaware, as its true and lawful agent and attorney-in-fact in its name, place and stead to
receive and accept on its behalf service of process in any action, suit or proceeding in the
Courts with respect to any matters as to which it has submitted to jurisdiction as set forth
in the immediately preceding sentence.
  Pfizer Inc.:
    
    
    
    ABT Holding CompanyBy:
    
    
    
    
    
    By:Name:
    
    
    
    
    
    Name:Title:
    
    
    
    
    
    Title:ATHERSYS INC.By:Name:Title:
  61




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CONFIDENTIAL
 Schedule 1.70
 *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  62




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CONFIDENTIAL
 Schedule 1.82   THIRD PARTY LICENSES APPLICABLE TO ENTIRE AGREEMENT
 *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  63




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CONFIDENTIAL
 
 *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  64




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CONFIDENTIAL
 Schedule 2.7
  1. CELL REPOSITORY OBLIGATIONS
  Section 2.7
 Section 2.7
 Section 2.7
 2. RELEASE CONDITIONS
 *
    
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  65




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CONFIDENTIAL
  *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  66




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CONFIDENTIAL
 Schedule 3.2
(c)
 Clinical Development Costs
    *
 Section
3.2
     
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  67




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CONFIDENTIAL
 *
 Profits
  Commercialization Costs
   Section 11.6;
     
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  68




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CONFIDENTIAL
 Actual Net Sales in a Pfizer Quarter 100
 Athersys
    
    Pfizer
    
    TotalActual CostsManufacturing
    
    [*]
    
    [*]
    
    [*]Commercialization
    
    [*]
    
    [*]
    
    [*]Total Costs
    
    [*]
    
    [*]
    
    [*]Allocation %
    
    [*%]
    
    [*%]
    
    [*%]Allocated Costs
    
    [*]
    
    [*]
    
    [*]Allocated Profit Share
    
    [*]
    
    [*]
    
    [*]Adjustment to Profit
Share
    
    [*]
    
    [*]
    
    [*]Actual Profit Share
    
    [*]
    
    [*]
    
    [*]
           
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  69




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CONFIDENTIAL
  Schedule 3.2(c)
  70




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CONFIDENTIAL
 Schedule 5.5
  (a)
    
    monitor the progress made by the parties in connection with the Research
Program(s) in a manner consistent with the corresponding Research Plans and this
Agreement, including reports prepared for the committee, the activities and resource
and personnel commitments of the parties;
 (b)
    
    seeking management approval of each party for any subcontracts or sublicenses
to Third Parties for the conduct of any material activities under a Research Plan or
Clinical Development Plan and monitoring the performance of such Third Parties,
including monitoring compliance, reviewing reports prepared by or for a party,
evaluating and reporting to management any intellectual property resulting from such
Third Party agreements and ensuring that the appropriate party obtains rights to any
such intellectual property pursuant to Section 11;
 (c)
    
    monitoring and seeking management approval for the grant of material transfer
agreements between ATHERSYS and Third Parties in respect of the conduct of any research
in the Field;
 (d)
    
    designate Clinical Development Candidate(s) in accordance with criteria
determined by the JSC;
 (e)
    
    monitor the progress made, and direct the activities to be undertaken, by the
parties in connection with the Clinical Development Programs in a manner consistent
with the corresponding Clinical Development Plans and this Agreement;
 (f)
    
    review, modify as it deems appropriate, and recommend, as necessary from
time-to-time, the Clinical Development Plan(s);
 (g)
    
    review, and recommended for both parties management approval, publications
emanating from the Research Plan activities;
 (h)
    
    oversee and, whenever practicable, expedite the implementation of each Research
Plan and each Clinical Development Plan,;
 (i)
    
    create and update a risk analysis plan (where appropriate);
 (j)
    
    designate a head of the Manufacturing Committee;
 (1)
    
    assure the manufacturing dossier referred to in Schedule
2.7 is kept up to date and in particular the availability of appropriate
SOPs and knowhow to
allow transfer of manufacturing, if required, to maintain Pfizers Commercially
Reasonable diligence in maintaining clinical or product supply;
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 (2)
    
    assure review and update requisite master cell bank(s) and
feeder cell lines needed to allow maintenance of manufacturing and transfer of
manufacturing, if needed;
 (3)
    
    monitor third party supply arrangements and as appropriate,
observe third party manufacturing and monitoring;
 (k)
    
    clarify or adjust the tasks of the respective parties under the Research Plans
and Clinical Development Plans, in a manner consistent with this Agreement;
 (l)
    
    ensure adequate resources are assigned by each party for research planning,
project management and personnel and other resource management related to the Research
and Clinical Development Plans in a manner consistent with this Agreement;
 (m)
    
    create, review, modify as it deems appropriate, and recommend an annual budget
corresponding to each Clinical Development Plan, in a manner consistent with this
Agreement;
 (n)
    
    reasonably determine or adjust milestones and progress related to the Clinical
Development Plans;
 (o)
    
    recommend whether or not, and to what extent, research or development studies,
beyond those identified in an existing Research Plan or Clinical Development Plan,
should be conducted;
 (p)
    
    recommend whether a Clinical Development Candidate should either be advanced to
the next phase of development or commercialization, as applicable, or be terminated by
the parties;
 (q)
    
    seek management approval in respect of all public announcements;
 (r)
    
    evaluation, review and comment on draft publications, abstracts, manuscripts
and presentations relevant to the Field; and
 (s)
    
    such other responsibilities as are expressly set forth elsewhere in the
Agreement or as are assigned to it as mutually agreed upon by the parties.
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 Schedule 7.5
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 Schedule 12.3
 Athersys Enters into Global Agreement with Pfizer to
Develop and Market
MultiStem ® for
the Treatment of Inflammatory Bowel Disease
 Athersys to Host Conference Call Today at 11:00 AM EST to Discuss Stem Cell Partnership
 ®
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  About MultiStem
  Conference Call Information
 www.Athersys.com
 About Athersys, Inc.
 ®
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 Forward Looking Statements
 This press release contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties. We have attempted to identify
forward-looking statements by using such words as anticipates, believes, can, continue,
could, estimates, expects, intends, may, plans, potential, should, will, or other
similar expressions. These forward-looking statements
are only predictions and are largely based on our current expectations. A number of known and
unknown risks, uncertainties, and other factors could affect the accuracy of these statements. Some
of the more significant known risks that we face are the risks and uncertainties inherent in the
process of discovering, developing, and commercializing products that are safe and effective for
use as human therapeutics, including the uncertainty regarding market acceptance of our product
candidates and our ability to generate revenues, including MultiStem for the treatment of
Inflammatory Bowel Disease or other indications. These risks may cause our actual results, levels
of activity, performance, or achievements to differ materially from any future results, levels of
activity, performance, or achievements expressed or implied by these forward-looking statements.
You should not place undue reliance on forward-looking statements contained in this press release,
and we undertake no obligation to publicly update forward-looking statements, whether as a result
of new information, future events or otherwise.
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 Schedule 12.4
 
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 Schedule 14.2
 *
 
 *
    
    Confidential treatment has been requested for the
redacted portions of this exhibit, and such confidential portions have been
omitted and filed separately with the Securities and Exchange Commission.  78