EX-10.26



 




EXHIBIT
10.26



AMENDMENT NO. 1 TO

EMPLOYMENT AGREEMENT




     This Amendment No. 1 (this “Amendment”), dated as of May 31, 2007, to the Employment Agreement
(“Agreement”), dated as of October 3, 2003, between Robert Deans (“Employee”) and ADVANCED
BIOTHERAPEUTICS, INC. (“Employer”).



     WHEREAS, Employee is employed by Advanced Biotherapeutics, Inc., a wholly-owned subsidiary of
Athersys, Inc. (“Athersys”); and



     WHEREAS, Employer and Employee wish to amend the Agreement in connection with the planned
merger (the “Merger”) of Athersys with a wholly-owned subsidiary of a shell company (as such term
is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) that has a class of equity securities registered under Section 12 of the Exchange Act
(“PubCo”); and



     WHEREAS, concurrent with and as a condition to the closing of the Merger, PubCo intends to
conduct a private placement transaction pursuant to Regulation D promulgated under the Securities
Act of 1933, as amended, whereby PubCo will receive gross proceeds of at least $40 million as
consideration for the issuance of its equity securities (the “Offering”).



     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:



     1. Notwithstanding anything to the contrary in the Agreement, neither the consummation of the
Merger nor the consummation of the Offering shall be deemed a “Change in Control” for purposes of
the Agreement.



     2. Upon consummation of the Offering, the grant of 20,000 stock options that was contemplated
as a milestone payment in Section 3 of the Agreement will be waived by Employee and be deleted from
the Agreement.



     3. This Amendment and the Agreement shall bind and inure to the benefit of and be enforceable
by Employee, Employer and their respective heirs, executors, personal representatives, successors
and assigns, except that neither party may assign any rights or delegate any obligations hereunder
without the prior written consent of the other party. Notwithstanding anything to the contrary in
the foregoing, Employee hereby consents to the assignment by Employer of all of its rights and
obligations hereunder to any successor to Employer by merger or consolidation or purchase of all or
substantially all of Employer’s assets, including, without limitation, any deemed assignment that
occurs as a result of the consummation of the Merger.



     3. This Amendment may be executed in two or more counterparts, each of which constitutes an
original, and all of which taken together shall constitute one and the



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same Amendment. It is understood that all parties need not sign the same counterpart. In the
event that any signature is delivered by facsimile transmission or by email delivery of a “.pdf”
format data file, such signature shall create a valid and binding obligation of the party executing
(or on whose behalf such signature is executed) with the same force and effect as if such facsimile
or “.pdf” signature page were an original thereof.



     4. The validity, interpretation, construction and performance of this Amendment will be
governed by the laws of the State of Ohio without regard to its conflicts of law principles.



     5. Capitalized terms used but not otherwise defined herein have the meanings set forth in the
Agreement.



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     IN WITNESS WHEREOF, each of the parties has executed this Amendment as of the day and year
first written above.




	 	 	 	 	 	 	 	 	 	 	 
	Robert Deans	 	Advanced Biotherapeutics, Inc.
	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/
Robert Deans	 	By: 	 	/s/
Gil Van Bokkelen	 	 
	 

	 	 	 	 	 	Name: 	Gil Van Bokkelen	 	 
	 

	 	 	 	 	 	Title: 
	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date

	 	Date	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Acknowledged By:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Athersys, Inc.
	 	ReGenesys, LLC
	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	/s/ John
Harrington	 	By:	 	/s/
William (BJ) Lehmann	 	 
	 

	Name: 	John Harrington
	 	 	 	Name:
	William (BJ) Lehmann	 	 
	 

	Title: 	Executive Vice President & CSO
	 	 	 	Title:
	Vice President, Secretary & Treasurer	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date

	 	Date	 	 







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