EX-10.36



 




EXHIBIT 10.36



AMENDMENT No. 1 TO




CELL LINE COLLABORATION AND LICENSE AGREEMENT



THIS AMENDMENT NO. 1 (this “Amendment”), dated as of January 1, 2006 (the “Effective Date”), by and
between Athersys, Inc, a Delaware corporation having its principal offices at 3201 Carnegie Avenue,
Cleveland, Ohio 44115 (“Athersys”), and Bristol-Myers Squibb Company, a Delaware corporation having
offices at Route 206 and Province Line Road, Princeton, New Jersey 08543 (“BMS”). Athersys and BMS
may be referred to herein individually as a “Party” and collectively as the “Parties.”




RECITALS




     A. Athersys and BMS are parties to the Cell Line Collaboration and License Agreement, dated as
of July 1, 2002 (the “Agreement”), whereby BMS has engaged Athersys to create a designated minimum
number of cell lines over a three-year period using Athersys’ proprietary RAGE-VT technology, and
to obtain license rights to use such cell lines for internal research, development and
commercialization of pharmaceutical products (“Subject Matter”).



     B. The Parties desire to amend the Agreement to acknowledge that BMS has fulfilled its
obligation to propose and accept a minimum number of RAGE VT cell lines under the Agreement.



     C. Concurrently with the execution of this Amendment, the Parties are entering into a new
collaboration agreement (the “Extended Collaboration and License Agreement”) to provide for the
creation of additional, new RAGE-VT cell lines by Athersys for BMS’ use, and the providing of such
new cell lines will be governed by the new collaboration agreement.


NOW, THEREFORE, in consideration of the foregoing and the covenants and promises contained in this
Agreement, the Parties agree as follows:





	 	1.	 	As of the Effective Date of this Amendment and upon execution of the Extended
Collaboration and License Agreement, the Parties acknowledge and agree that BMS has
fulfilled all of its obligations to nominate and accept a minimum number of Collaboration
Cell Lines over the three (3) year period as set forth in Section 2.1(d) of the Agreement.
	 
	 	2.	 	This Amendment and the Agreement constitute the entire agreement of the Parties with
respect to the subject matter hereof and thereof and supersedes all prior agreements and
undertakings, both written and oral, with respect to the subject matter hereof and
thereof.
	 
	 	3.	 	Except as specifically stated herein, all other terms and conditions of the Agreement
remain unchanged, and any capitalized term which is not defined in




 









 






	 	 	 	this Amendment shall have the meaning ascribed to it in the Agreement. To the extent that
any term of the Agreement conflicts with this Amendment , the terms of this Amendment shall
apply.






	 	4.	 	This Amendment may be signed in any number of counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and to this Amendment were
upon the same instrument.
	 
	 	5.	 	This Amendment shall be construed in accordance with and governed by the internal
substantive law of the State of New York, without giving effect to its conflict of laws
rules and regulations.




IN WITNESS WHEREOF, the Parties hereto have executed this Amendment by their duly authorized
representatives.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATHERSYS, INC.	 	 	 	BRISTOL-MYERS SQUIBB COMPANY	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	 	 	Name:	 	 	 	 
	 

	 	 Title:
	 	 

	 	 
	 	 	 	Title:
	 	 

	 	 
	Date:

	 	 	 	 

	 	 
	 	Date: