##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2007
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to  .
 Commission File Number 0-51110
 VIACELL, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    04-3244816(State or Other Jurisdiction of Incorporation or 
Organization)
    
    (I.R.S. Employer Identification No.)245 First Street, Cambridge, MA
    
    02142(Address of Principal Executive Offices)
    
    (Zip Code)
 (617) 914-3400  (Registrants telephone number, including area code)
 
 þ o
  o þ o
 o þ




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ViaCell, Inc.
Quarterly Report on Form 10-Q
For the Fiscal Quarter Ended March 31, 2007
 NOTE ABOUT REFERENCES TO VIACELL
  NOTE ABOUT TRADEMARKS
 ® ® sm tm ® ® ® tm
 NOTE ABOUT FORWARD-LOOKING STATEMENTS
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TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Condensed Consolidated Balance Sheets  March 31, 2007 and December 31, 2006
    
    
    4Condensed Consolidated Statements of Operations  Three months ended March 31, 2007 and March 31, 2006
    
    
    5Condensed Consolidated Statements of Comprehensive Loss  Three months ended March 31, 2007 and March 31, 2006
    
    
    6Condensed Consolidated Statements of Cash Flows  Three months ended March 31, 2007 and March 31, 2006
    
    
    7Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    28PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    29Item 1A. Risk Factors
    
    
    29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    46Item 3. Defaults upon Senior Securities
    
    
    47Item 4. Submission of Matters to a Vote of Security Holders
    
    
    47Item 5. Other Information
    
    
    47Item 6. Exhibits
    
    
    47Signatures
    
    
    48EXHIBITSIndex to Exhibits
    
    
    49EX-31.1 SECTION 302 CERTIFICATION OF CEOEX-31.2 SECTION 302 CERTIFICATION OF CFOEX-32.1 SECTION 906 CERTIFICATION OF CEOEX-32.2 SECTION 906 CERTIFICATION OF CFO
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PART I  FINANCIAL INFORMATION
 
 Item 1  Financial Statements
 ViaCell, Inc.
 
 Condensed Consolidated Balance Sheets
 (amounts in thousands except share and per share data)
 (unaudited)
 March 31,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assets:Cash and cash equivalents
    
    $
    14,610
    
    
    $
    18,039Short-term investments
    
    
    32,808
    
    
    
    33,206Accounts receivable, less allowances of $1,998 and $1,787 at March 31, 2007 and December 31, 2006, respectively
    
    
    12,471
    
    
    
    12,616Prepaid expenses and other current assets
    
    
    2,059
    
    
    
    2,008Total current assets
    
    
    61,948
    
    
    
    65,869Property and equipment, net
    
    
    8,234
    
    
    
    8,376Goodwill
    
    
    3,621
    
    
    
    3,621Intangible assets, net
    
    
    2,571
    
    
    
    2,621Restricted cash
    
    
    1,795
    
    
    
    1,795Total assets
    
    $
    78,169
    
    
    $
    82,282LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt obligations
    
    $
    62
    
    
    $
    55Accounts payable
    
    
    1,642
    
    
    
    960Accrued expenses
    
    
    8,804
    
    
    
    9,550Deferred revenue
    
    
    7,785
    
    
    
    7,300Total current liabilities
    
    
    18,293
    
    
    
    17,865Deferred revenue
    
    
    16,089
    
    
    
    14,666Deferred rent
    
    
    3,217
    
    
    
    3,252Contingent purchase price
    
    
    8,155
    
    
    
    8,155Long-term debt obligations, net of current portion
    
    
    22
    
    
    
    27Total liabilities
    
    
    45,776
    
    
    
    43,965Commitments and contingencies (Note 5)Stockholders equity:Preferred stock, $0.01 par value; authorized 5,000,000 shares at March 31, 2007 and December 31, 2006, none outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value; authorized 100,000,000 shares at March 31, 2007 and December 31, 2006; issued and
outstanding 38,747,919 and 38,525,036 shares at March 31, 2007 and December 31, 2006, respectively
    
    
    387
    
    
    
    385Additional paid-in capital
    
    
    232,962
    
    
    
    232,215Accumulated deficit
    
    
    (201,174
    )
    
    
    (194,490
    )Accumulated other comprehensive income
    
    
    218
    
    
    
    207Total stockholders equity
    
    
    32,393
    
    
    
    38,317Total liabilities and stockholders equity
    
    $
    78,169
    
    
    $
    82,282
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ViaCell, Inc.
 
 Condensed Consolidated Statements of Operations
 (amounts in thousands except per share data)
 (unaudited)
 Three Months
    
    
    Three MonthsEnded March 31,
    
    
    Ended March 31,2007
    
    
    2006Processing and storage revenues
    
    $
    14,362
    
    
    $
    11,937Grant revenues
    
    
    95
    
    
    
    144Total revenues
    
    
    14,457
    
    
    
    12,081Operating expenses:Cost of processing and storage revenues
    
    
    2,639
    
    
    
    2,328Research and development
    
    
    3,278
    
    
    
    3,466Sales and marketing
    
    
    11,121
    
    
    
    7,922General and administrative
    
    
    4,800
    
    
    
    4,638Restructuring
    
    
    
    
    
    
    (181
    )Total operating expenses
    
    
    21,838
    
    
    
    18,173Loss from operations
    
    
    (7,381
    )
    
    
    (6,092
    )Interest income (expense):Interest income
    
    
    698
    
    
    
    724Interest expense
    
    
    (1
    )
    
    
    (26
    )Total interest income, net
    
    
    697
    
    
    
    698Loss from operations before cumulative effect of change in accounting principle
    
    
    (6,684
    )
    
    
    (5,394
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    283Net loss
    
    $
    (6,684
    )
    
    $
    (5,111
    )Net loss per share:Basic and diluted net loss per common share before cumulative effect of change
in accounting principle
    
    $
    (0.17
    )
    
    $
    (0.14
    )Cumulative effect of change in accounting principle
    
    
    
    
    
    
    0.01Basic and diluted net loss per common share
    
    $
    (0.17
    )
    
    $
    (0.13
    )Weighted average shares used in basic and diluted net loss per share computation
    
    
    38,669
    
    
    
    38,295
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ViaCell, Inc.
 
 Condensed Consolidated Statements of Comprehensive Loss
 (in thousands)
 (unaudited)
 Three Months
    
    
    Three MonthsEnded March 31,
    
    
    Ended March 31,2007
    
    
    2006Net loss
    
    $
    (6,684
    )
    
    $
    (5,111
    )Foreign currency translation adjustment
    
    
    11
    
    
    
    10Comprehensive loss
    
    $
    (6,673
    )
    
    $
    (5,101
    )
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ViaCell, Inc.
 
 Condensed Consolidated Statements of Cash Flows
 (in thousands)
 (unaudited)
 Three Months
    
    
    Three MonthsEnded March 31,
    
    
    Ended March 31,2007
    
    
    2006Cash flows from operating activities:Net loss
    
    $
    (6,684
    )
    
    $
    (5,111
    )Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization
    
    
    577
    
    
    
    559Cumulative effect of change in accounting principle
    
    
    
    
    
    
    (283
    )Stock-based compensation
    
    
    613
    
    
    
    711Reserve for bad debt
    
    
    331
    
    
    
    266Tenant improvement allowance
    
    
    
    
    
    
    62Changes in assets and liabilities:Accounts receivable
    
    
    (186
    )
    
    
    747Prepaid expenses and other current assets
    
    
    (52
    )
    
    
    (906)Accounts payable
    
    
    681
    
    
    
    (51
    )Accrued expenses
    
    
    (759
    )
    
    
    1,209Deferred revenue
    
    
    1,908
    
    
    
    1,292Deferred rent
    
    
    (89
    )
    
    
    (235
    )Net cash used in operating activities
    
    
    (3,660
    )
    
    
    (1,740
    )Cash flows from investing activities:Purchases of property and equipment
    
    
    (306
    )
    
    
    (400
    )Proceeds from maturities of investments
    
    
    17,128
    
    
    
    8,887Purchases of investments
    
    
    (16,730
    )
    
    
    (8,055
    )Net cash provided by investing activities
    
    
    92
    
    
    
    432Cash flows from financing activities:Proceeds from exercise of stock options
    
    
    136
    
    
    
    22Repayments on credit facilities
    
    
    
    
    
    
    (437
    )Payments of capital lease principal
    
    
    (10
    )
    
    
    (16
    )Net cash provided by (used in) financing activities
    
    
    126
    
    
    
    (431
    )Effect of change in exchange rates on cash
    
    
    13
    
    
    
    30Net decrease in cash and cash equivalents
    
    
    (3,429
    )
    
    
    (1,709
    )Cash and cash equivalents, beginning of period
    
    
    18,039
    
    
    
    33,138Cash and cash equivalents, end of period
    
    $
    14,610
    
    
    $
    31,429
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ViaCell, Inc.
 
 Notes to Unaudited Condensed Consolidated Financial Statements
 1. Organization and Nature of Business
 sm
  2. Summary of Significant Accounting Policies
 Basis of Presentation
  Use of Estimates
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Stock-Based Compensation
    Three Months
    
    
    Three MonthsEnded March 31,
    
    
    Ended March 31,2007
    
    
    2006Cost of processing and storage revenues
    
    $
    14
    
    
    $
    15Research and development
    
    
    50
    
    
    
    104Sales and marketing
    
    
    80
    
    
    
    57General and administrative
    
    
    469
    
    
    
    535Total stock-based compensation expense
    
    $
    613
    
    
    $
    711
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Three Months
    
    Three MonthsEnded
    
    EndedMarch 31, 2007
    
    March 31, 2006Weighted
    
    
    
    
    
    WeightedNumber of
    
    Average
    
    Number of
    
    AverageOptions
    
    Exercise
    
    Options
    
    ExerciseOutstanding
    
    Price
    
    Outstanding
    
    PriceOutstanding at beginning of period
    
    
    3,991,327
    
    
    $
    3.02
    
    
    
    3,930,694
    
    
    $
    2.77Granted
    
    
    415,145
    
    
    
    4.79
    
    
    
    240,625
    
    
    
    5.21Exercised
    
    
    (35,446
    )
    
    
    3.84
    
    
    
    (35,051
    )
    
    
    0.65Canceled
    
    
    (33,037
    )
    
    
    5.44
    
    
    
    (17,072
    )
    
    
    6.17Outstanding at end of period
    
    
    4,337,989
    
    
    
    3.16
    
    
    
    4,119,196
    
    
    
    2.91Exercisable at end of period
    
    
    2,465,551
    
    
    
    
    
    
    
    2,178,044Weighted average fair value of
options granted
    
    
    
    
    
    
    2.28
    
    
    
    
    
    
    
    2.93
 Net Loss Per Common Share
   Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2006Basic and diluted net loss per share:Net loss
    
    $
    (6,684
    )
    
    $
    (5,111
    )Weighted average number of common shares outstanding
    
    
    38,669
    
    
    
    38,295Basic and diluted net loss per share
    
    $
    (0.17
    )
    
    $
    (0.13
    )
  Three Months
    
    Three MonthsEnded
    
    EndedMarch 31,
    
    March 31,2007
    
    2006Stock Options
    
    
    4,031,549
    
    
    
    3,958,946Warrants
    
    
    1,262,777
    
    
    
    1,837,291
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In-Process Research and Development Expense
  Recent Accounting Pronouncements
   11




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3. Accrued Expenses
  March 31,
    
    
    December 31,2007
    
    
    2006Payroll and
payroll-related
    
    $
    1,605
    
    
    $
    1,904Management incentive
    
    
    426
    
    
    
    1,047Professional fees
    
    
    2,004
    
    
    
    1,829Accrued marketing
    
    
    1,878
    
    
    
    2,079Deferred rent, current
    
    
    357
    
    
    
    345Accrued taxes
    
    
    518
    
    
    
    459Other
    
    
    2,016
    
    
    
    1,887Accrued expenses
    
    $
    8,804
    
    
    $
    9,550
 4. Income Taxes
      12




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5. Commitments and Contingencies
 Agreements
 ® ® ® tm
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Litigation
      15




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16




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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
   Revenues
   17




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Operating Expenses
    18




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Results of Operations
 Three Months Ended March 31, 2007 and 2006 (table amounts in thousands)
 Three Months
    
    
    Three MonthsEnded March 31,
    
    
    Ended March 31,
    
    
    
    
    
    
    %2007
    
    
    2006
    
    
    $ Change
    
    
    ChangeProcessing revenues
    
    $
    11,225
    
    
    $
    9,610
    
    
    $
    1,615
    
    
    
    17
    %Storage revenues
    
    
    3,137
    
    
    
    2,327
    
    
    
    810
    
    
    
    35Total processing and storage revenues
    
    
    14,362
    
    
    
    11,937
    
    
    
    2,425
    
    
    
    20Grant revenues
    
    
    95
    
    
    
    144
    
    
    
    (49
    )
    
    
    (34
    )Total revenues
    
    $
    14,457
    
    
    $
    12,081
    
    
    $
    2,376
    
    
    
    20
    %
  19




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Three
    
    
    ThreeMonths
    
    
    MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeCost of processing and storage revenues
    
    $
    2,639
    
    
    $
    2,328
    
    
    $
    311
    
    
    
    13
    %
  Three
    
    
    ThreeMonths
    
    
    MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeResearch and development
    
    $
    3,278
    
    
    $
    3,466
    
    
    $
    (188
    )
    
    
    (5
    )%
  Three
    
    
    ThreeMonths
    
    
    MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeSales and marketing
    
    $
    11,121
    
    
    $
    7,922
    
    
    $
    3,199
    
    
    
    40
    %
  Three
    
    
    ThreeMonths
    
    
    MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeGeneral and administrative
    
    $
    4,800
    
    
    $
    4,638
    
    
    $
    162
    
    
    
    3
    %
  20




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Three
    
    
    ThreeMonths
    
    
    MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeRestructuring
    
    $
    
    
    
    $
    (181
    )
    
    $
    (181
    )
    
    
    (100
    )%
  Three Months
    
    
    Three MonthsEnded March 31,
    
    
    Ended March 31,2007
    
    
    2006
    
    
    $ Change
    
    
    % ChangeInterest income
    
    $
    698
    
    
    $
    724
    
    
    $
    (26
    )
    
    
    (4
    )%Interest expense
    
    
    (1
    )
    
    
    (26
    )
    
    
    25
    
    
    
    96Total interest income, net
    
    $
    697
    
    
    $
    698
    
    
    $
    (1
    )
    
    
    
  Liquidity and Capital Resources
   Three Months
    
    Three MonthsEnded March 31,
    
    Ended March 312007
    
    2006
    
    $ ChangeNet cash used in operating activities
    
    $
    (3.7
    )
    
    $
    (1.7
    )
    
    $
    (2.0
    )Net cash provided by investing activities
    
    
    0.1
    
    
    
    0.4
    
    
    
    (0.3
    )Net cash provided by (used in) financing activities
    
    
    0.1
    
    
    
    (0.4
    )
    
    
    0.5Cash and cash equivalents, end of period
    
    $
    14.6
    
    
    $
    31.4
    
    
    $
    (16.8
    )
 21




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Other Arrangements
 Mothers Work Data and Marketing Services
 ® ® ® tm
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Miltenyi
   Legal Proceedings
  23




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24




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Critical Accounting Estimates
   
    
    revenue recognition;
    
    accounting for stock-based compensation;
    
    accounting for accounts receivable;
    
    accounting for research and development expenses; and
    
    accounting for the Mothers Work indemnification agreement.
 Revenue Recognition. Revenue Recognition, corrected copy Revenue Arrangements with Multiple Deliverables .
 Accounting for Stock-Based Compensation. Share-Based Payment 25
    Table of Contents  Accounting for accounts receivable.
 Accounting for research and development expenses.
 26
    Table of Contents  Accounting for the Mothers Work indemnification agreement. ® ® ® tm Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees of Indebtedness of Others
 Recent Accounting Pronouncements
   27
    Table of Contents  ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Investment Risk
  Foreign Exchange Risk
  Interest Rate Risk
  
 ITEM 4. CONTROLS AND PROCEDURES
   28
    Table of Contents  PART II  OTHER INFORMATION
 
 ITEM 1. LEGAL PROCEEDINGS
  
 ITEM 1A. RISK FACTORS
  We may not achieve our goal of becoming cash flow positive, and may never become profitable.
  
    
    our ability to increase sales of our ViaCord service offering
particularly in the face of significant competition;
    
    continued acceptance in the marketplace for private cord blood banking;
 29
    Table of Contents  
    
    the impact of any unexpected issues or failures related to the
collection, processing, or storage of umbilical cord blood by us or
others in the industry;
    
    the impact of any potential adverse outcome in the patent infringement
lawsuits brought against us by PharmaStem, including legal expenses,
and the material impact on our business if PharmaStem were able to
obtain an injunction;
    
    the level of our expenses, including as a result of difficulties or
delays related to our research and development programs, and any
unexpected expenses; and
    
    the overall net impact on revenues and expenses of new licensing
deals, collaborations or other strategic efforts.
  We may not be able to sustain our current level of revenues or our recent growth rates.
  If we do not prevail in the PharmaStem litigation, we may be prevented from selling our ViaCord
service offering or may have to incur significant expenses.
  30
    Table of Contents  31
    Table of Contents  A third party may again seek to challenge the arbitrators decision related to our agreement
with Mothers Work.
  If we are not able to successfully develop and commercialize new products, our future prospects may
be limited.
    32
    Table of Contents     We may not be able to successfully develop our ViaCyte oocyte cryopreservation product candidate.
 in vitro
 33
    Table of Contents  We may not be able to raise additional funds necessary to fund our operations.
   
    
    the level of cash flows from sales of our ViaCord service offering;
    
    the costs of increasing or expanding our ViaCord sales and marketing efforts;
    
    the scope and results of our research and development programs;
    
    the clinical pathway for each of our product candidates, including the
number, size, scope and cost of clinical trials required to establish safety
and efficacy;
    
    the results of litigation and other disputes;
    
    the costs associated with expanding our portfolio of product candidates
through licensing, collaborations or acquisitions;
    
    the costs of research and development work focused on developing clinical
and commercial scale processes for manufacturing cellular products and, if
we advance our products, the costs of building and operating our
manufacturing facilities, both to support our clinical activities and also
in anticipation of growing our commercialization activities;
    
    funds spent in connection with acquisitions of related technologies or
businesses, including contingent payments that may be made in connection
with our acquisition of Kourion Therapeutics;
    
    the costs of maintaining, expanding and protecting our intellectual property
portfolio, including litigation costs and liabilities; and
    
    our ability to establish and maintain collaborative arrangements and obtain
milestones, royalties and other payments from collaborators.
 34
    Table of Contents    We depend on patents and other proprietary rights that may fail to protect our business.
    35
    Table of Contents    Third parties may own or control patents or patent applications that are infringed by our
technologies or product candidates.
    36
    Table of Contents    Our success will depend in part on establishing and maintaining effective strategic partnerships
and collaborations.
  Our cell preservation activities are subject to regulations that may impose significant costs and
restrictions on us.
 Cord blood preservation.
  37
    Table of Contents  Oocyte cryopreservation.
 We have only limited experience manufacturing cell therapy product candidates, and we may not be
able to manufacture our product candidates in quantities sufficient for clinical studies or for
commercial scale.
  38
    Table of Contents  We are dependent upon third parties to supply us with certain components of our cell therapy
product candidates, the loss of which may delay development of our product candidates
   The loss of our contract manufacturer for ViaCyte or our failure to respond to questions
raised by the FDA related to the specifications and sourcing of certain raw materials used in the
manufacturing of ViaCyte may delay or cause us to discontinue development of our ViaCyte product
candidate.
  39
    Table of Contents  We are dependent on our existing suppliers to successfully commercialize our ViaCord service offering.
The loss of such suppliers may inhibit our ability to commercialize ViaCord.
 tm
 If our cord blood processing and storage facility or our clinical manufacturing facilities are
damaged or destroyed, our business, programs and prospects could be negatively affected.
    40
    Table of Contents  Our competitors may have greater resources or capabilities or better technologies than we have, or
may succeed in developing better products or develop products more quickly than we do, and we may
not be successful in competing with them.
    41
    Table of Contents    Due to the nature of our cell preservation activities, harm to our reputation could have a
significant negative impact on our financial condition. Damage to or loss of our customers
property held in our custody could potentially result in significant legal liability.
   The manufacture and sale of products may expose us to product liability claims for which we could
have substantial liability.
  Our success is dependent upon recruiting and retaining qualified management and other personnel.
 42
    Table of Contents     We may face difficulties in managing and maintaining the growth of our business.
    Our business could be disrupted or harmed and we could be subject to liability if we are unable to
operate our information systems effectively, successfully implement new technologies and protect
the confidentiality of our or our customers data.
  If we acquire other businesses or technologies the transactions may be dilutive and we may be
unable to integrate them successfully with our business, our financial performance could suffer.
 43
    Table of Contents    The successful commercialization of products may depend on patients and physicians obtaining
reimbursement for products from third party payers.
    44
    Table of Contents  We face potential liability related to the privacy of health information we obtain from research
collaborators or from providers who enroll patients and collect cord blood or human oocytes.
   Ethical and other concerns surrounding the use of stem cell therapy may negatively affect
regulatory approval or public perception of our products and product candidates, thereby reducing
demand for our products and product candidates.
  Our business involves the use of hazardous materials that could expose us to environmental and
other liability.
  45
    Table of Contents  Volatility of Our Stock Price.
  
    
    material public announcements;
    
    the data, positive or negative, generated from the development of our product candidates;
    
    setbacks or delays in any of our development programs;
    
    the outcome of material litigation;
    
    the financial results achieved by our cord blood preservation business;
    
    the impact of competition;
    
    unusual or unexpectedly high expenses;
    
    developments related to patents and other proprietary rights;
    
    market trends affecting stock prices in our industry; and
    
    economic or other external factors.
 
 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Sales of Unregistered Securities
  Use of Proceeds from Registered Securities
  46
    Table of Contents  Issuer Purchase of Equity Securities
  
 ITEM
3. DEFAULTS UPON SENIOR SECURITIES
  
 ITEM
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  
 ITEM 5. OTHER INFORMATION
   
 ITEM 6. EXHIBITS
  47
    Table of Contents  SIGNATURES
  VIACELL, INC.May 10, 2007
    
    /s/ Marc D. BeerMarc D. BeerChief Executive Officer(Principal Executive Officer)May 10, 2007
    
    /s/ Stephen G. DanceStephen G. DanceChief Financial Officer(Principal Financial Officer)
 48
    Table of Contents  EXHIBIT INDEX
 No.
    
    Item10.1(1)
    
    Amended and restated employment agreement dated March 12, 2007
between ViaCell and Marc D. Beer.**10.2(1)
    
    Amended and restated letter agreement dated March 12, 2007 between
ViaCell and Anne Marie Cook.**10.3(1)
    
    Amended and restated letter agreement dated March 12, 2007 between
ViaCell and Jim Corbett.**10.4(1)
    
    Amended and restated employment agreement dated March 12, 2007
between ViaCell and Morey Kraus.**10.5(1)
    
    Amended and restated letter agreement dated March 12, 2007 between
ViaCell and Mary Thistle.**31.1
    
    Certification of the Chief Executive Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200231.2
    
    Certification of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 200232.1
    
    Certification of the Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 200232.2
    
    Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
 
 (1)
    
    Incorporated by reference to the Companys current report on Form 8-K (No. 000-51110)
filed with the SEC on March 13, 2007.**
    
    Indicates a management contract or compensatory plan 49