**1. Definitions.**Capitalized terms used but not defined herein shall have the meaning ascribed to them in thePfizer- Athersys Collaboration License Agreement, unless otherwise indicated. For the purposes ofthis Stand-by License Agreement:1.1 “**Affiliate**” means any company which (directly or indirectly) controls, is controlled by or isunder common control with, that party.1.2 “**Effective Time**” means the effective date on or by which the License Agreement is terminated bythe University for any reason including for breach thereof by ABT, to the extent ABT’s breach isnot caused by Pfizer’s breach of the Pfizer-Athersys Collaboration Agreement.1.3 “**Pfizer Field**” means the Pilot Indication and, if applicable, the Major Indication, each as maybe revised from time to time pursuant to the terms and conditions of the Pfizer-AthersysCollaboration Agreement**.****2. Acknowledgement of rights under License Agreement.**The University acknowledges and confirms tothe best of its knowledge:(a) the accuracy of the recitals above in relation to the transfer of rights in theTechnology under the License Agreement and the Ownership Agreement and fully acknowledges andconfirms that, as between the University and ABT, ABT is the sole and rightful licensee under theLicense Agreement and holds all rights, title and interest granted to it in accordance with theLicense Agreement. The University further acknowledges and confirms that as far as it is aware anyand all requirements specified, for the transfer and/or assignment of all rights, interest andtitle granted under the License Agreement from the original licensee (MCL, LLC) to ABT, have beenobserved, and to the extent that any such requirement(s) has not been observed, the Universityhereby waives all and every such requirement;(b) that the federal government has made no claims to any rights in the Technology and thatit is not aware of such federal rights or claims to such rights for the Athersys Patent Rights towhich the University has an ownership interest, listed in Schedule 1.83 of the Athersys-PfizerCollaboration Agreement as of the Effective Date of that Agreement (excepting PCT/US09/65128 forwhich the existence and extent of federal rights has not yet been evaluated). The Universityfurther acknowledges and confirms to the best of its knowledge and subject to article 3.2 of theLicense Agreement, the University owns or has acquired the exclusive rights (including all patentsand other intellectual property) to the Technology which is the subject of the License Agreement;(c) that ABT has met the obligations imposed under article 4.1(a), (b), (c) and (e) of theLicense Agreement. To the extent that any such obligations have not been met by ABT in regard tothe Field, the University hereby waives all and every such obligation;
 
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(d) that all Institutions which are a party to a Material Transfer Agreement (as provided atExhibit C to the License Agreement) are listed in Schedule 1 of this Stand-by LicenseAgreement and that the University has not been notified of, and is not otherwise aware of, anyBiological Material Inventions in accordance with a Material Transfer Agreement (as provided atExhibit C to the License Agreement), except those set out in Schedule 2;(e) as of the date of this Stand-by License Agreement, the License Agreement remains in fullforce and effect and the University has not given any notice to ABT of any default by ABT or any ofits Affiliates under the License Agreement, or to terminate the License Agreement; and(f) the Pfizer-Athersys Collaboration Agreement fulfills all of the requirements forsublicenses as set forth in Section 3.1(c) of the License Agreement**)**.**3. Amendments to the License Agreement.**(a) With effect from the date of this Stand-by License Agreement, the License Agreement shallbe deemed amended as follows:(i) article 1.1: shall read “‘University Technology’ shall mean that part of the Technologythat is owned by the University pursuant to that certain Ownership Agreement dated as of theEffective Date, and including any Biological Material Inventions to the extent that theUniversity has acquired any such rights under article 3.3 or will acquire any such rights underarticle 3.4 (if a license agreement is executed pursuant to such article) of a Material TransferAgreement.”(ii) sub-article 4.1(d) shall be deleted in its entirety;(iii) article 4.2 (second sentence): shall read “The Company shall, and it shall require andcause any assignees or Sublicensees to, substantially manufacture Licensed Products, orany portion thereof that embodies or is produced through use of an invention which is subject tothe rights of the Federal Government of the United States of America, in the United States ifthe Licensed Product or portion thereof that embodies or is produced through use of aninvention which is subject to the rights of the Federal Government of the United States ofAmerica, is to be sold in the United States unless the Company is granted a waiver of theserestrictions by the United States of America”.(iv) article 3.4 (addition after article 3.3): shall read “In respect of a BiologicalMaterial Invention, the University shall within ten (10) days, following disclosure by anInstitution, determine whether or not it will exercise its Option as defined under the MaterialTransfer Agreement. If it decides not to exercise the Option it shall notify the Company and atthe request of the Company will assign the Option free of charge before expiry of the OptionPeriod”(v) article 3.5 (addition after article 3.4): shall read “If neither the University northe Company decide to exercise the Option in respect of a Biological Material Invention and theUniversity, having been notified by the Institution of its intention to grant a third partylicense, will within ten (10) days notify the Company if it elects not to exercise its right ofrefusal and will immediately assign the right free of charge to the Company within the noticeperiod.”
 
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(vi) article 5.1.6 (addition after article 5.1.5): shall read ”Minimum Royalties.Commencing in 2010, the Company shall pay to the University annual minimum royalties of[$*] per calendar year payable upon invoice from the University.”(b) University and ABT agree not to amend the License Agreement in any way that wouldmaterially affect the rights that would be granted to Pfizer if the Pfizer License Agreement (asdefined below) were entered as of the effective date of the Pfizer-Athersys CollaborationAgreement.**4. Grant of Stand-By License to Pfizer.**(a) University grants to Pfizer and Pfizer’s Affiliates all rights and licenses granted by theUniversity under the License Agreement effective as of the Effective Time, on the same terms andconditions such rights and licenses were granted under the License Agreement immediately prior tothe Effective Time without any need for further action by Pfizer, the University or ABT (or by anyAffiliate of ABT) (such grant by the University to Pfizer, the “**Pfizer License Agreement**”),provided however that the “Field of Use” in the Pfizer License Agreement will be limited to thePfizer Field.(b) Following the Effective Time, (i) notwithstanding the scope of the Pfizer Field, Pfizer’spayment obligations under the Pfizer License Agreement shall be the same as what ABT’s paymentobligations would have been under the License Agreement if the License Agreement had remained ineffect; and (ii) Pfizer’s activities under the Pfizer License Agreement shall be the same as thoseof ABT under the License Agreement, accepting that Pfizer only has rights to develop andcommercialize Licensed Products in the Field.(c) University agrees that if the University assigns its rights under the License Agreement orany of the intellectual property thereunder to a third party assignee, the University shall causesuch assignee to be bound in writing by the terms of this Stand-by License Agreement that areapplicable to the University.**5. Termination.**(a) This Stand-By License Agreement shall terminate upon written notice by ABT, which noticecan be provided upon termination of the Pfizer-Athersys Collaboration Agreement by Athersyspursuant to Section 16.1 (a), (e) and (f) of Pfizer-Athersys Collaboration Agreement or by Pfizerpursuant to Section 16.1(d) of Pfizer-Athersys Collaboration Agreement; or(b) The provisions of Section 3(a) shall survive termination or expiration of this Stand-byLicense Agreement.    * Confidential treatment has been requested for theredacted portions of this exhibit, and such confidential portions have beenomitted and filed separately with the Securities and Exchange Commission.
 
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**6. U.S. Bankruptcy Code.**All **r**ights and licenses granted under or pursuant to this Stand-byLicense Agreement by ABT are, and shall otherwise be deemed to be, for purposes of Section365(n) of the U.S. Bankruptcy Code, licenses of rights to “intellectual property” as defined underSection 101 of the U.S. Bankruptcy Code. The parties agree that Pfizer, as licensee ofintellectual property under this Stand-by License Agreement or the Pfizer License Agreement, shallretain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code. Theparties further agree that in the event of a rejection of this Stand-by License Agreement or thePfizer License Agreement by ABT in any bankruptcy proceeding by or against ABT under the U.S.Bankruptcy Code, (i) Pfizer shall be entitled to receive from the University, to the extent in itspossession or control, or otherwise from ABT a complete duplicate of (or complete access to, asappropriate) any such intellectual property and all embodiments of such intellectual property,which, if not already in Pfizer’s possession, shall be promptly delivered to it upon Pfizer’swritten request therefore, and (ii) ABT shall not interfere with Pfizer’s rights to intellectualproperty and all embodiments of intellectual property, and ABT shall assist and not interfere withPfizer in obtaining intellectual property and all embodiments of intellectual property from theUniversity. The term “embodiments” of intellectual property includes all tangible, intangible,electronic or other embodiments of rights and licenses hereunder, including all compounds andproducts embodying intellectual property, Licensed Products, filings with Regulatory Authoritiesand related rights and technology.**7. Notices.**Any notice required or permitted hereunder shall be sent by registered or certifiedmail or by an equivalent delivery service capable of verification to the relevant addresses statedbelow, or by telefacsimile to the relevant fax numbers below, or to such other addresses or faxnumbers that the relevant receiving parties may provide in the future by notice in writing inaccordance with this Section 7.   If to University: Office for Technology Commercialization  Regents of the University of Minnesota  1000 Westgate Drive, Suite 160     St. Paul, MN 55114  Facsimile No. (612) 624 6554   If to ABT: ABT  3201 Carnegie Avenue  Cleveland, Ohio 44115  Attn: President  Fax: 216-361-9495   If to Pfizer: Pfizer Inc.  235 East 42nd Street  New York, New York 10017-5755  Attn: [*]  Fax: [*****]    * Confidential treatment has been requested for theredacted portions of this exhibit, and such confidential portions have beenomitted and filed separately with the Securities and Exchange Commission.
 
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**8. Miscellaneous.**(a) This Agreement may not be assigned without the prior written consent of each party heretoexcept assignment by Pfizer to any of its Affiliates or by any party in connection with thesuccessors of the entire business and assets of the respective party hereto. This Agreement shallnot constitute any party as the joint venturer, legal representative or agent of any other partyhereto and no party hereto shall have the right or authority to assume or create any obligation onthe part of any among the parties with respect to their collective subject matter.(b) The parties agree that if any of the terms and conditions of this Agreement were notperformed in accordance with the terms and conditions herein and, accordingly, each party may beentitled to obtain an injunction to prevent any breaches and to obtain specific performance of theterms and conditions herein in addition to any other remedy available at law or in equity.(c) This Agreement will be governed by and construed in accordance with the laws of the Stateof Minnesota, without giving effect to its conflicts of law principles. The parties shall bringany action arising under this Agreement in Hennepin County District Court.(d) This Agreement and the License Agreement together supersede all prior agreements orunderstanding between the parties with respect to such subject matter. In the event of anyconflict between this Agreement and the License Agreement, the terms and conditions of thisAgreement shall prevail.(e) The University is not liable for any indirect, consequential, special damages of anykind, including lost profits or lost business opportunities for any claim or cause of actionarising out of this Stand-By License Agreement.(f) This Agreement may be executed in any two or more counterparts, each of which, whenexecuted, shall be deemed to be an original and all of which together shall constitute one and thesame document.
 
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**IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be executed by their dulyauthorized representatives.**REGENTS OF THE UNIVERSITY OF MINNESOTA**     /s/ James D. Hines     By: James D. Hines  Title: Contracts Manager, Office