<PAGE>
                                                                   Exhibit 10.17


                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


      This AGREEMENT for Human Umbilical Cord Blood Processing Services (the
"Agreement"), effective December 1, 2001 (the "Effective Date") is by and
between VIACORD, INC. ("VIACORD"), a Delaware corporation and a wholly-owned
subsidiary of ViaCell, Inc., with its principal office at 131 Clarendon Street,
3rd Floor, Boston, Massachusetts 02116, and PROGENITOR CELL THERAPY, L.L.C.
("PCT"), a limited liability company organized and existing under the laws of
the state of New Jersey, with its principal office at 20 Prospect Avenue, Suite
400, Hackensack, New Jersey 07601.

                                    RECITALS

      WHEREAS, PCT operates a laboratory that processes human cells for the
treatment of human disease, including, without limitation, cellular therapy
services;

      WHEREAS, ViaCord is a private human umbilical cord blood banking company
that engages in the business of private cord blood banking, which includes
collecting blood from a newborn's umbilical cord and/or placenta immediately
after delivery, and the processing and freezing of such blood for long-term
cryogenic storage;

      WHEREAS, ViaCord desires to engage PCT to provide the services listed in
Attachment I (the "Services") pursuant to the terms of this Agreement, and PCT
desires to accept such engagement pursuant to the terms of this Agreement; and

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
and other good and valuable consideration hereinafter contained, the parties
hereto agree as follows:

      1.    ENGAGEMENT

            1.    ViaCord hereby engages PCT, and PCT accepts such engagement,
                  to provide the Services subject to and upon the terms and
                  conditions set forth in this Agreement.

      2.    PCT RESPONSIBILITIES AND REPRESENTATIONS

            1.    Subject to Section 3.2 hereof, PCT shall be responsible for
                  scheduling and performing the Services so as to meet ViaCord's
                  reasonable business and quality requirements.

            2.    PCT shall be responsible for communicating to ViaCord all
                  quantitative results generated as part of the Services in a
                  manner consistent with ViaCord's standard operating procedures
                  ("SOPs").

            3.    PCT will perform the Services in accordance with:

                  i.    all applicable legal requirements, including, but not
                        limited to, the laws of the states of New York and New
                        Jersey;


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


                  ii.   ViaCord and PCT's SOPs. Where ViaCord procedures are to
                        be adhered to and where PCT procedures are to be adhered
                        to is detailed in PCT's SOP Number [*], included here as
                        Attachment II. Each party agrees to provide the other
                        party with advance written notice of any material
                        changes to their respective relevant SOPs.

            4.    PCT will obtain and maintain licensure from the states of New
                  York and New Jersey for processing human umbilical cord blood
                  units ("HUCB' s") prior to processing any units originating in
                  either of these states.

            5.    [*]

            6.    PCT agrees to be audited by ViaCord from time to time. All
                  audits shall occur at such time and with such frequency as
                  mutually agreed upon by both parties in advance; provided,
                  however, that ViaCord shall provide no less than twenty-four
                  (24) hours prior written notice to PCT prior to conducting an
                  audit pursuant to this Section 2.6. For the purpose of
                  conducting such audit, PCT shall make its facilities and
                  records available to ViaCord.

            7.    Prior to the commencement of the Services, PCT shall undergo
                  and pass a Vendor Qualification per ViaCord [*], which is
                  included here as Attachment III. PCT's approval as a vendor is
                  not to be unreasonably withheld by ViaCord.

            8.    PCT shall not provide the Services outside of its [*] without
                  the written consent of ViaCord.

            9.    PCT will ensure that all quarantine and long-term storage
                  freezers are connected to emergency backup power and
                  environmental monitoring and alarms systems.

            10.   Upon written request, and at ViaCord's expense, PCT will
                  prepare HUCBs for transplants in accordance with ViaCord's
                  Procedures.

      3.    VIACORD RESPONSIBILITIES AND REPRESENTATIONS

            1.    ViaCord will be responsible for the collection of cord blood
                  from patients and transportation of the cord blood to PCT's
                  laboratory.

            2.    To assist with daily scheduling, ViaCord will notify PCT as
                  soon as possible when an HUCB is due to arrive at PCT.
                  Typically this means notifying PCT once a patient goes into
                  labor, at which time ViaCord will notify PCT of the estimated
                  time of arrival of the HUCB at PCT.


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


            3.    [*]

            4.    ViaCord will pay all costs related to the preparation and
                  transportation of HUCBs for transplant.

            5.    ViaCord shall provide, at ViaCord's expense, all quarantine
                  and long-term storage freezers used for the storage of ViaCord
                  product. These freezers, and the capital equipment described
                  in Attachment I, shall remain ViaCord property and shall be
                  removed from PCT prior to the termination of this Agreement.

      4.    MUTUAL RESPONSIBILITIES AND REPRESENTATIONS OF BOTH PARTIES

            1.    The Parties agree to the terms of a Quality Agreement
                  ("Quality Agreement"), which is included here as Attachment
                  IV.

            2.    The Parties acknowledge and agree that each HUCB shall be the
                  property of the donor child. The parents of such child shall
                  have custodial ownership of such HUCB until the donor child
                  reaches the age of majority at which time the donor child
                  shall own the HUCB.

            3.    Prior to the commencement of Services, [*]

      5.    SERVICE CHARGES AND BILLING PROCEDURES

            1.    ViaCord shall compensate PCT for the Services according to the
                  fee schedule contained in Attachment I.

            2.    PCT shall invoice ViaCord at the time of service. Payment is
                  due within thirty (30) days of the date of each such invoice.
                  With respect to any compensation or portion thereof not paid
                  within ten (10) days after the date upon which the same are
                  due, ViaCord shall pay a late charge equal to the lesser of
                  eighteen percent (18.0%) per annum or the maximum allowable
                  rate of interest permitted by law. Upon any default by ViaCord
                  of any term or condition hereunder, with respect to its
                  obligations hereunder, which has not been cured by the
                  expiration of the applicable period under Section 8.2, PCT
                  may, with or without terminating this Agreement, exercise all
                  rights and remedies afforded by law.

            3.    The parties agree to negotiate in good faith any pricing
                  changes resulting from any material change to the Services.


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


      6.    RELATIONSHIP OF THE PARTIES

            1.    The relationship between ViaCord and PCT with respect to the
                  Services shall be that of independent contracting parties. In
                  this regard, the parties agree that: (i) nothing in this
                  Agreement shall be construed to create a principal-agent,
                  employer-employee, or master-servant relationship or that of
                  partners or joint venturers between the parties; and (ii) each
                  party shall be liable for its own debts, obligations, acts,
                  and omissions, including the payment of all required
                  withholding, social security and other taxes on behalf of its
                  employees. None of the employees or contractors engaged by
                  either party shall be deemed employees of the other party.

      7.    INDEMNIFICATION; INSURANCE; DISCLAIMER

            1.    ViaCord shall indemnify, defend and hold harmless PCT, its
                  members, their affiliates, and their respective directors,
                  officers, and employees, from any and all costs, damages,
                  injunctions, suits, actions, fines, penalties, liabilities,
                  losses, settlements, claims, demands and expenses of any kind
                  (including, but not limited to, legal costs and reasonable
                  attorneys' fees) made by or on behalf of any party, person, or
                  governmental entity which result or arise out of any of the
                  acts or omission of ViaCord, its employees, officers,
                  directors and agents in connection with its obligations under
                  this Agreement. This provision shall survive the termination
                  of this Agreement, regardless of the reason for termination.

            2.    PCT shall indemnify, defend and hold harmless ViaCord, its
                  affiliates, directors, officers, and employees, from any and
                  all costs, damages, injunctions, suits, actions, fines,
                  penalties, liabilities, losses, settlements, claims, demands
                  and expenses of any kind (including, but not limited to, legal
                  costs and reasonable attorneys' fees) made by or on behalf of
                  any party, person, or governmental entity which result or
                  arise out of any of the acts or omission of PCT, its
                  employees, officers, directors and agents in connection with
                  its obligations under this Agreement. This provision shall
                  survive the termination of this Agreement, regardless of the
                  reason for termination.

            3.    The foregoing indemnification shall be contingent on: (i)
                  prompt written notice of any claim or proceeding subject to
                  such indemnity; (ii) cooperation in the defense and settlement
                  of such claim at the expense of the indemnifying party where
                  such indemnifying party is not a defendant, in the suit
                  involving such claim; (iii) prior written approval by
                  indemnifying party of any settlement, which approval shall not
                  be


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES

                  unreasonably withheld. The defense of such claim or assertion
                  and any action relating thereto shall be within the control of
                  the indemnifying party; provided, however, that the
                  indemnifying party's choice of counsel shall be reasonably
                  satisfactory to the indemnified party.

            4.    Each party shall maintain and keep in full effect throughout
                  the term of this Agreement, professional liability insurance
                  coverage in the amount of not less than [*] in the aggregate
                  per year for damages arising out of its performance hereunder.
                  Additionally, each party shall maintain and keep in full force
                  and effect throughout the term of this Agreement, other
                  insurances and coverages necessary for the operation of their
                  respective businesses, consistent with the standards in the
                  respective communities.

            5.    The parties acknowledge and agree that the Services are not
                  deemed to be products. Therefore, [*]

      8.    TERM; TERMINATION

            1.    The term of this Agreement shall be from the Effective Date
                  through [*].

            2.    Either party to this Agreement may, at any time at its
                  election, terminate this Agreement forthwith and shall have no
                  further obligations hereunder by delivering written notice of
                  termination to the non-terminating party upon occurrence of
                  any one or more of the following events: (i) except with
                  respect to the payment obligations contained in Section 5
                  hereof, any material breach by either party of any of the
                  obligations established hereunder or other written agreements
                  between the parties if such breach continues for thirty (30)
                  days after receipt by the breaching party of notice specifying
                  such breach in reasonable detail; (ii) failure to make payment
                  in accordance with Section 5 hereof within ten (10) days of
                  the date upon which a payment is due pursuant to Section 5 if
                  such breach continues for three (3) days after receipt by the
                  breaching party of a demand for immediate payment; or (iii)
                  either party voluntarily files a petition in bankruptcy, makes
                  an assignment for the benefit of creditors, otherwise seeks
                  relief from its creditors under any federal or state
                  bankruptcy, insolvency, reorganization, or moratorium statute,
                  or either party is the subject of an involuntary petition in
                  bankruptcy which is not set aside within sixty (60) days of
                  its filing.

            3.    Upon termination of this Agreement, or upon any written
                  request from ViaCord, PCT agrees to relinquish to ViaCord any
                  HUCB(s) (contained in freezers), patient file(s), processing
                  record(s) and/or any capital equipment (including freezers)
                  paid for by ViaCord under this Agreement; provided, however,
                  that ViaCord has paid in full for the Services related to any
                  such


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES

                  HUCB(s), patient file(s), processing record(s) and/or capital
                  equipment. PCT shall provide any reasonable accommodations, at
                  ViaCord's expense, for the transfer of any such HUCB(s),
                  patient file(s), processing record(s) or capital equipment.

      9.    CONFIDENTIALITY

            1.    Confidential Information means any and all data, records,
                  reports, policies, knowledge, information and materials of a
                  party, including, without limitation, all data, records,
                  reports, policies, knowledge, information and materials
                  relating to this Agreement and/or such party's performance
                  hereunder. Without limitation of the foregoing, Confidential
                  Information of a party shall include all (i) technical
                  knowledge, information and materials of such party, such trade
                  secrets, data, concepts, ideas, information, processes,
                  formulae, improvements, inventions, computer programs, source
                  code, object code, micro code, documentation, diagrams, flow
                  charts, drawings, and experimental and development work
                  techniques; (ii) marketing and other business information of
                  such party, such as customer lists, marketing and business
                  plans, manuals and personnel records or data; and (iii)
                  Intellectual Property of such party. For purposes of this
                  Agreement, the terms and conditions of this Agreement shall be
                  deemed Confidential Information of each party. Confidential
                  Information shall not include information which: (1) is or
                  becomes publicly available without breach of this Agreement by
                  the party receiving the Confidential Information; (2) released
                  to the receiving party for disclosure by the disclosing party;
                  (3) known by the receiving party prior to the disclosure; or
                  (4) required to be disclosed by law or is compelled to be
                  disclosed by a court of competent jurisdiction; provided,
                  however, that notice is given to the other party of such
                  requirement as soon as possible and reasonable assistance is
                  rendered to such concerned parties, if requested, to prevent
                  such requirements becoming effective.

            2.    Each party shall (i) keep secret and retain in confidence, and
                  (ii) not use for its own benefit (except as expressly required
                  by this Agreement in connection with the performance of its
                  obligations hereunder or except as otherwise expressly
                  provided in this Agreement) the Confidential Information of
                  the other party. Upon termination of this Agreement for any
                  reason, subject only to ViaCord's right to retain patient
                  files pursuant to Section 8.3 hereof, each party shall
                  immediately deliver to the other party all Confidential
                  Information of such other party within its possession and/or
                  control.


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


      10.   MISCELLANEOUS

            1.    The parties further agree that PCT shall retain and make
                  available upon request of ViaCord for a period of [*] years
                  after the furnishing of the Services, the contract and books,
                  documents and records which are necessary to certify the
                  nature and extent of the costs thereof when requested by the
                  Secretary of Health and Human Services or the Comptroller
                  General, or any of their duly authorized representatives. The
                  provision relating to the retention and production of
                  documents is included because of possible application of
                  Section 1861 (v) (1) (I) of the Social Security Act to this
                  Agreement; if this section should be found to be inapplicable,
                  then this clause shall be deemed to be inoperative and without
                  force and effect.

            2.    Any notice required by this Agreement shall be deemed
                  sufficient if it is in writing and delivered personally or by
                  certified mail, return receipt requested, or overnight mail by
                  a nationally-recognized carrier (e.g., Federal Express) or by
                  facsimile, if followed by a copy sent by one of the
                  aforementioned methods addressed to the party at its principal
                  office and to the party or his legal representatives at the
                  addresses written above or to such other addresses as they may
                  designate by giving notice pursuant to this Section 10.2.

            3.    This Agreement shall be governed by and construed in
                  accordance with the law of the State of New Jersey.

            4.    This Agreement may not be amended or revised except with the
                  mutual written consent of the parties hereto.

            5.    This Agreement may be executed in any number of counterparts,
                  each of which shall be deemed an original, but all of which
                  shall constitute one and the same instrument.

            6.    Not withstanding any other provision in this Agreement, the
                  parties remain responsible for ensuring that any service
                  provided hereunder complies with all pertinent provisions of
                  Federal, State and local statutes, rules and regulations.

            7.    If any provision of this Agreement is or becomes invalid,
                  illegal or unenforceable in any respect, the validity,
                  legality and enforceability of the remaining provision
                  contained herein shall not be affected thereby, and the
                  parties acknowledge and agree that each of them shall be
                  required to


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES

                  use their best efforts to negotiate a mutually acceptable
                  modification of provision(s) so as to satisfy applicable law.

            8.    Waiver, express or implied, of any default by either party of
                  any provision(s) of the Agreement shall not be deemed to be a
                  waiver of any other default. Waiver of any default shall not
                  affect the right of either party to require performance of the
                  defaulted provision at any further time.

            9.    No party may assign its rights and obligations under this
                  Agreement, except that each party has the right to assign its
                  rights and obligations hereunder to a successor to all or
                  substantially all of such party's assets related to this
                  Agreement, which successor agrees in writing to assume all
                  of such party's obligations hereunder. This Agreement shall
                  be binding upon and shall insure to the benefit of PCT and
                  ViaCord and their respective heirs, legal representatives,
                  successors and permitted assigns.

            10.   This Agreement represents the full understanding of the
                  parties regarding the subject matter and supercedes any prior
                  agreements between the parties on this subject.


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


IN WITNESS THEREOF, the parties have hereunto set their hands and seals.

FOR VIACORD:

/s/ Robert A. Koshgarian                        12/7/01
-------------------------------------        -------------------------------
Robert A. Koshgarian                         Date
Vice President, Operations
ViaCell, Inc.


FOR PCT:

/s/ George S. Goldberger                         12/11/01
-------------------------------------        -------------------------------
George S. Goldberger                         Date
Chief Financial Officer
Progenitor Cell Therapy, L.L.C.

* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


       ATTACHMENT I. SCHEDULES OF SERVICES, FEES AND FORECASTED QUANTITIES


                                       [*]
       2 pages omitted pursuant to a request for confidential treatment.

* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


             ATTACHMENT II. PCT'S SOP NUMBER [*] ("MATRIX OF SOP'S")


                                       [*]
       9 pages omitted pursuant to a request for confidential treatment.

* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                 HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


                ATTACHMENT III. VIACORD VENDOR QUALIFICATION SOP


                                       [*]
       12 pages omitted pursuant to a request for confidential treatment.

* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                 HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


                  ATTACHMENT IV. PCT-VIACORD QUALITY AGREEMENT


       11 pages omitted pursuant to a request for confidential treatment.
                                       [*]


* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.
<PAGE>
                                    AGREEMENT
                                       FOR
                 HUMAN UMBILICAL CORD BLOOD PROCESSING SERVICES


                   ATTACHMENT V. TECHNOLOGY TRANSFER PROTOCOL


                                       [*]
       8 pages omitted pursuant to a request for confidential treatment.

* Confidential treatment has been requested with respect to certain portions of
this exhibit. Such portions are marked with a "[*]" in place of the redacted
language. Omitted portions are filed separately with the Securities and Exchange
Commission.