CONFIDENTIAL TREATMENT REQUESTED UNDER 17 C.F.R. SECTIONS200.800(b)(4), 200.83 and 240.24b-2
**EXHIBIT 10.70**
**STOCK REPURCHASE AGREEMENT**
     **This Stock Repurchase Agreement**is effective as of April 30, 2001 by andbetween **Neuralstem, Inc.**, a Delaware corporation (the “***Company***”) and **GeneLogic, Inc.**, a Delaware corporation (the “***Seller***”).
**Recitals**
     **Whereas**,Seller purchased [***] shares of the Company’s Series APreferred Stock pursuant to that certain Series A Stock Purchase Agreement byand among the Company and Seller dated April 20, 2000 (the “***PurchaseAgreement***”);
     **Whereas**, Seller now desires to sell and the Company desires to repurchase[***] shares of the Company’s Series A Preferred Stock (the “***Shares***”); and
     **Now, Therefore**, in consideration of the mutual promises and covenantscontained herein and other good and valuable consideration the parties herebyagree as follows:
**Agreement**
**1.     Sale and Purchase of Shares**. The Seller hereby conveys, assigns, sells,transfers and delivers to the Company all of Seller’s right, title and interestin the Shares in exchange for the payment by the Company of $2,653,701 (the"***Purchase Price***”) in the form of a promissory note issued of even date herewith(the “***Note***”).
**2.     Representations and Warranties of Seller**. Seller hereby represents andwarrants to the Company that:
     **(a) **All action on the part of the Seller necessary for the execution anddelivery of this Agreement and the performance of all obligations of the Sellerhereunder, including the transfer of the Shares being sold by the Sellerhereunder, has been taken, and this Agreement constitutes a valid and legallybinding obligation of the Seller enforceable in accordance with its terms.
     **(b) **The Seller owns the Shares which such Seller is conveying pursuant tothis Agreement free and clear of any liens, claims or other encumbrances. TheSeller has the right to sell and transfer the Shares and has not made any priorsale or transfer of such Shares.
     **(c) **The Seller has had adequate opportunity to discuss the Company’sbusiness, management and financial affairs with the Company’s management and toobtain information it considers necessary or appropriate to evaluate the meritsand risks of engaging in the transaction contemplated hereby.
     **(d)**The Company has not made representations regarding the value of theShares or the future success of the Company, and the Seller acknowledges thatit has not relied upon any statements or actions of the Company in decidingwhether to sell the Shares to the Company.
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*Confidential Treatment Requested

**3.     Representations and Warranties of the Company**. The Company herebyrepresents and warrants to the Seller that:
     **(a) **The Company has full power and authority to repurchase the Sharesunder the terms of this Agreement; and
     **(b) **All action on the part of the Company necessary for the authorization,execution, delivery and performance of this Agreement and the Note, the receiptand payment for the Shares purchased hereunder and the performance of otherobligations hereunder and the Note has been taken as of the Closing;
     **(c) **The Company shall at all times indemnify and hold harmless the Seller,its directors, officers, employees or agents and any person acting on behalf ofor at the request of the Seller, together with any successors and assigns ofany of the foregoing, from and against all claims, actions and suits, whethergroundless or otherwise, and from and against any and all losses, damages,judgments, costs, counsel fees, expenses and liabilities whatsoever, which anyof such indemnitees at any time shall or may sustain or incur by reason oftransfer, exchange or delivery of the Shares;
     **(d) **This Agreement and the Note are valid and binding agreements of theCompany which have been duly executed and which are enforceable in accordancewith their terms;
     **(e) **The execution and delivery of, and compliance with the terms of, thisAgreement and the Note will not, with or without the passage of time, or givingof notice, result in a violation, or be in conflict with or constitute adefault or require the prior written consent of any third party under any termor provision of any mortgage, indenture, contract, agreement or instrument orof the charter or bylaws of the Company as of the date hereof; and
     **(f) **The Company’s capitalization table, attached hereto as Exhibit A,shows the ownership percentage interest in the Company immediately prior to therepurchase of the Shares and after the repurchase of the Shares.
**4.     Further Action**. The parties hereto agree to execute such furtherinstruments and to take such further action as may reasonably be necessary tocarry out the intent of this Agreement.
**5.     Miscellaneous**.
     **(a) **This Agreement shall be governed by and construed under the laws ofthe State of Delaware as applied to agreements between Delaware residentsentered into and to be performed entirely within Delaware.
     **(b) **This Agreement shall be binding upon the respective successors of theparties.
     **(c)**This Agreement, along with the Note, constitute the full, complete andfinal agreement of the parties and supersede all prior agreements, written ororal, with respect to the subject matter herein.
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     **(d) **This Agreement may be executed in two or more counterparts, each ofwhich shall be deemed an original but all of which together shall constituteone and the same instrument.
*[Signature Page Follows]*
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     **In Witness Whereof**, the undersigned have executed this **Stock RepurchaseAgreement**as of the date first above written.   **COMPANY:** **SELLER:** **Neuralstem, Inc.** **Gene Logic, Inc.**   By:  /s/ I. Richard Garr By: /s/ Philip L. Rohrer, Jr.       I. Richard Garr        Philip L. Rohrer, Jr.       Chief Executive Officer        Chief Financial Officer
 
 
 
 
 
 
[Stock Repurchase Agreement Signature Page]