EX-10.13



 Exhibit 10.13 

CONFIDENTIAL TREATMENT REQUESTED 

THIRD AMENDMENT 
 TO

 LICENSE AGREEMENT 

THIS THIRD AMENDMENT TO LICENSE AGREEMENT (this “Third Amendment”), effective April 15, 2008, is by and among:

 Angiotech Pharmaceuticals (US), Inc., a corporation organized and existing under the laws of the State of Washington, with
principal offices at North Bend, WA (“Angiotech US”); 
 Angiodevice International GmbH, a corporation organized and
existing under the laws of Switzerland, with principal offices at Dammstrasse 19, Postfach, CH-6301 Zug, Switzerland (“Angiodevice”); and 

Histogenics Corporation, a corporation organized and existing under the laws of the State of Delaware (formerly under the laws of
Massachusetts), with principal offices at 830 Winter Street, 3rd Floor, Waltham, MA 02451 (formerly at 100 Hospital Road, Malden, MA 02148) (“Histogenics”). 

WITNESSETH 

WHEREAS, Angiotech Biomaterials Corp. (“Biomaterials”), Angiodevice and Histogenics entered into that certain License
Agreement, effective as of May 12, 2005, pursuant to which Biomaterials and Angiodevice licensed to Histogenics the right to use certain domestic and foreign patents, patent applications and know how relating to the manufacture and use of CT3
(the “Original License Agreement”): 
 WHEREAS, effective as of November 4, 2005, all of the assets of
Biomaterials were sold to Angiotech US and Biomaterials was wound up; 
 WHEREAS, in connection with such sale of assets,
Biomaterials assigned the Agreement to Angiotech US and Angiotech US assumed all rights and obligations of Biomaterials under the Original License Agreement as if it were the original party thereto: 

WHEREAS, Angiotech US, Angiodevice and Histogenics entered into that certain Amendment to License Agreement, dated as of
August 31, 2007 (the “First Amendment”): 
 WHEREAS, Angiotech US, Angiodevice and Histogenics entered into
that certain Second Amendment to License Agreement, dated as of January 1, 2008 (the “Second Amendment”), (the Original License Agreement, as amended by the First Amendment and the Second Amendment, shall be referred to herein
as the “Agreement”); and 








 CONFIDENTIAL TREATMENT REQUESTED 

 

 WHEREAS, Angiotech US, Angiodevice and Histogenics have determined that it is in their
best interests to further amend certain provisions of the Agreement. 
 NOW, THEREFORE, in consideration of the mutual
promises and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby, acknowledged, Angiodevice, Angiotech US and Histogenics hereby agree as follows: 

 

	1.	Amendment. 

 (a) Section 1 of the Second Amendment is hereby deleted in its
entirety. 
 (b) Section 3.2(a)(ii) of the First Amendment is amended by deleting it in its entirety and replacing it with the
following: 
 At any time prior to the first to occur of, (A) ****, or (B) **** (the “Exclusivity Deadline”),
Histogenics may elect to convert this License to one of exclusivity within the Field by giving notice to Angiotech and paying one million dollars ($1,000,000) to Angiotech (the “Exclusivity Payment”). Such Exclusivity Payment shall be made
in accordance with the schedule set out below, unless and until Histogenics closes an equity financing with proceeds to Histogenics in an amount not less than ****, whereby the Exclusivity Payment shall become due and payable in full within fifteen
(15) days of such closing: 
  

			
	****	 	Payable by ****;
		
	****	 	Payable by ****;
		
	****	 	Payable by ****;
		
	****	 	Payable by ****.

  

	2.	Miscellaneous. 

 2.1 Entire Agreement: Confirmation of Agreement. Except as
specifically otherwise amended as set forth herein, the Agreement shall continue in full force and effect. 
 2.2 Counterparts. This
Third Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures of the parties hereto will have the same effect as
original signatures. In making proof of this Third Amendment, it shall not be necessary to produce or account for more than one such counterpart. 

[Signature Page Follows] 

  
 ****CERTAIN
INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL
TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 

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 CONFIDENTIAL TREATMENT REQUESTED 

 

 IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed and delivered
by the respective duly authorized officers as of the date set forth above. 
  

													
	ANGIOTECH PHARMACEUTICALS (US), INC.	 		 	ANGIODEVICE INTERNATIONAL GmbH
					
	By:	 	 /s/ Thomas Bailey
	 		 	By:	 	 /s/ Harald Beck

		 	Name:	 	 Thomas Bailey 
	 		 		 	Name:	 	 Harald Beck 

		 	Title:	 	 Chief Financial Officer
	 		 		 	Title:	 	 Director

		 	Date:	 	04/29/08	 		 		 	Date:	 	12 May 2008
						
		 		 		 		 	By:	 	 /s/ Jürg Dannecker

		 		 		 		 		 	Name:	 	 Jürg Dannecker

		 		 		 		 		 	Title:	 	 Director

		 		 		 	Date:	 	6 May 2008
					
	HISTOGENICS CORPORATION	 		 		 		 	
						
	By:	 	  
	 		 		 		 	
		 	Name:	 		 		 		 		 	
		 	Title:	 		 		 		 		 	
		 	Date:	 		 		 		 		 	


  
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