ASSET PURCHASE AGREEMENT

Exhibit 10.28

ASSET PURCHASE AGREEMENT

Dated as of March 1, 2009

between

STEMCELLS, INC.

and

STEM CELL SCIENCES PLC

ASSET PURCHASE AGREEMENT

     This Asset Purchase Agreement (this “ Agreement ”), is entered into and effective as of March 1, 2009 (the “ Effective Date ”), by and between StemCells, Inc. a Delaware corporation whose address is at 3155 Porter Drive, Palo Alto, CA 94304 (the “ Purchaser ”), and Stem Cell Sciences plc (Registered Number 05455929), a public limited company registered in England and Wales having its Registered Office at Meditrina Building 260, Babraham Research Campus, Cambridge CB22 3A, United Kingdom (the “ Seller ”).

RECITALS

     WHEREAS, the boards of directors of the Purchaser and Seller have deemed it expedient and in the best interests of their respective companies and stockholders that they consummate the Acquisition and the Contemplated Transactions, each as defined below;

     WHEREAS, in order to induce Purchaser to enter into this Agreement, concurrently with the execution and delivery of this Agreement, certain Significant Security Holders of the Seller are executing Voting Agreements in favor of certain resolutions proposed to be put to the stockholders of the Seller concerning the approval of the Contemplated Transactions; and

     WHEREAS, the Parties hereto desire to make certain representations, warranties, covenants, and agreements in connection with the transactions described above and also to prescribe various conditions to the consummation of the Contemplated Transactions;

AGREEMENT

     NOW THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, Purchaser and Seller hereby agree as follows:

1. DEFINITIONS; CERTAIN RULES OF CONSTRUCTION.

     1.1. As used herein, the following terms will have the following meanings:

     “ Accounts ” means the accounts of each member of the Acquired Group and the audited consolidated accounts of the Seller and its Subsidiaries for the accounting reference period which ended on the Accounts Date (comprising in each case a balance sheet and income statement or, as the case may be, a consolidated balance sheet and consolidated income statement, notes and directors’ and auditors’ reports).

     “ Accounts Date ” means December 31, 2007.

     “ Accounts Relief ” means any relief which appears as an asset in the Completion Statement or has been taken into account in reducing or eliminating any provision for deferred Tax which appears in the Completion Statement (or which, but for the presumed availability of such relief, would have appeared in the Completion Statement) and any prepayment of tax which is treated as an asset in the Completion Statement

     “ Acquired Assets ” is defined in Section 2.1.

     “ Acquired Group ” means the Company and each Subsidiary of the Company, including the Operating Subsidiaries, or any of them.

     “ Acquired Product(s) ” means all biological, cell line, medical, and drug products and related materials manufactured, distributed or developed by, or on behalf of, the Seller and its Subsidiaries, including cell culture media, transgenic animals, and human and murine stem and progenitor cell lines.

     “ Acquired Shares ” means 4,320,000 A ordinary shares of £0.0001 each and 10,995,000 ordinary shares of £0.0001 each in the capital of the Company, which together comprise the entire issued share capital of the Company.

     “ Acquisition ” means the purchase and sale of the Acquired Assets and the assumption of the Assumed Liabilities.

     “ Acquisition Consideration ” means the sum of (i) the Purchaser Shares and (ii) the Assumed Liabilities.

     “ Action ” means any Claim, action, cause of action, or suit (whether in contract, tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding to, from, by, or before any Governmental Authority; provided, however , that Patent prosecution in the Ordinary Course of Business before the U.S. Patent and Trademark Office, corresponding foreign patent offices and under the Patent Cooperation Treaty, will not be considered an “Action.”

     “ Affiliate ,” with respect to any specified Person, means: (a) each Person directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person at such time, (b) each Person who is at such time an officer or director of, or direct or indirect beneficial holder of at least 10% of any class of the Equity Interests of, such specified Person, and (c) each Person that is managed by a common group of executive officers and directors as such specified Person.

     “ Agreement ” is defined in the Preamble.

     “ AIM Rules for Companies ” means the AIM Rules for Companies as published by the London Stock Exchange plc.

     “ Ancillary Agreements ” means the Escrow Agreement, the Voting Agreements, the Assignment and Assumption Agreement, the Stock Transfer Form and the Second Facility Agreement.

     “ Assets ” means all of the properties, rights and assets of Seller and its Subsidiaries, whether real or personal and whether tangible or intangible, including all assets reflected in the Half-Yearly Report or acquired after the Half-Yearly Report Date (except for such assets that

have been sold or otherwise disposed of since the Half-Yearly Report Date in the Ordinary Course of Business).

     “ Assigned Agreements ” is defined in Section 2.1(d).

     “ Assignment and Assumption Agreements ” means the assignment and assumption agreements (and where applicable the deeds of novation) to be entered into between the Purchaser and Seller (and where applicable a Third Party), which will be in a form reasonably acceptable to the Parties, concerning the assignment of the Assigned Agreements.

     “ Assumed Liabilities ” is defined in Section 2.3.

     “ ASX Listing Rules ” means the rule governing the admission of securities to the official list of the Australian Stock Exchange operated by ASX Limited.

     “ Awards ” means any outstanding options and awards granted to employees of the Acquired Group prior to Completion under any share scheme, share based remuneration scheme, share option scheme or similar arrangements operated by the Seller or in which employees of the Acquired Group or former employees were entitled to, or did, participate including the Stem Cell Sciences EMI Scheme, the Stem Cell Sciences Unapproved Share Option Scheme and the various standalone option agreements which have been disclosed.

     “ Bloomberg ” is defined in Section 11.7.

     “ Business ” means the business and operations conducted or proposed to be conducted by the Seller and its Subsidiaries, including the research and development of technologies to grow, differentiate, purify, and use adult and embryonic stem cells, whether for the development of therapeutics or to permit the generation of highly purified stem cells and their differentiated progeny for use in genetic, pharmacological and toxicological screens, or otherwise.

     “ Business Day ” means any weekday other than a weekday on which banks in either London or San Francisco are authorized or required to be closed.

     “ Circular ” means the circular to the Seller’s stockholders required to be published pursuant to Rule 15 of the AIM Rules for Companies setting out the information specified by Rule 15 of, and Schedule 4 to, the AIM Rules for Companies and convening a general meeting of the Seller’s stockholders.

     “ Claim ” means any claim or assertion of any other right whatsoever (including arising under any Debt, bond, promise, liability for damages, equitable claim and/or judgment), whether liquidated, fixed or contingent, direct or indirect, or imputed.

     “ Code ” means the U.S. Internal Revenue Code of 1986.

     “ Commercial Confidential Information ” means all information not in the public domain, other than Technical Confidential Information, which Seller and/or any of its Representatives received or obtained at any time by reason of, or in connection with, their relationship with either the Acquired Group or the Business, including: trade secrets; customer/client lists, contact

details of, or other information relating to, clients, customers and suppliers and individuals within those organizations; financial projections, target details and accounts; fee levels, pricing policies, commissions and commission charges; budgets, forecasts, reports, interpretations, records, and corporate and business plans; planned products and services; and marketing and advertising plans, requirements and materials, marketing surveys and research reports and market share and pricing statistics.

     “ Companies Legislation ” means the Companies Act 2006, Companies Act 1985, Companies Consolidation (Consequential Provisions) Act 1985, Companies Act 1989 and Part V of Criminal Justice Act 1993.

     “ Company ” means Stem Cell Sciences Holdings Limited, a private limited company registered in the United Kingdom (Registered Number SC247746) having its Registered Office at Saltire Court, 20 Castle Terrance, Edinburgh, Lothian EH1 2ED, United Kingdom. Certain details of the Company are set out in Schedule 1.1(a).

     “ Compensation ” means, with respect to any Person, all salaries, compensation, remuneration, bonuses, or benefits of any kind whatever (including issuances or grants of Equity Interests), made directly or indirectly to such Person or Affiliates of such Person.

     “ Competing Proposal ” is defined in Section 7.7(a).

     “ Completion ” is defined in Section 3.2.

     “ Completion Date ” means the date on which the Completion actually occurs.

     “ Conditions ” means the conditions to the Purchaser’s obligations at the Completion, as set out in Section 8 and the conditions to the Seller’s obligations at the Completion, as set out in Section 9.

     “ Confidentiality Agreement ” is defined in Section 7.4(a).

     “ Contemplated Transactions ” means, collectively, the transactions contemplated by this Agreement, including (a) the Acquisition and (b) the execution, delivery and performance of this Agreement and the Ancillary Agreements.

     “ Contractual Obligation ” means, with respect to any Person, any contract, agreement, deed, mortgage, lease, license, commitment, promise, undertaking, arrangement, or understanding, whether written or oral and whether express or implied, or other document or instrument (including any document or instrument evidencing or otherwise relating to any Debt) to which, or by which, such Person is a party or otherwise subject or bound or to which, or by which, any property, business, operation, or right of such Person is subject or bound.

     “ Copyrights ” means all copyrights and copyrightable works, whether published or unpublished, including all rights of authorship, use, publication, reproduction, distribution, performance and public display, transformation, moral rights and rights of ownership of copyrightable works and all rights to register and obtain renewals and extensions of registrations,

rights to make derivative works based on the foregoing, together with all other interests accruing by reason of copyright law.

     “ Credit Facility ” is defined in Section 7.13.

     “ Debt ” means, with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, fees, and premiums) of such Person (a) for borrowed money (including overdraft facilities), (b) evidenced by notes, bonds, debentures, or similar Contractual Obligations, (c) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the Ordinary Course of Business), (d) under capital leases (in accordance with IFRS), (e) in respect of letters of credit and bankers’ acceptances, (f) for Contractual Obligations relating to interest rate protection, swap agreements and collar agreements, and (g) in the nature of Guarantees of the obligations described in clauses (a) through (f) above of any other Person.

     “ Disclosure Letter ” means the letter dated as of the date of this Agreement written and delivered by or on behalf of the Seller to the Purchaser, in the form reasonably agreed upon by the Parties.

     “ Effective Date ” is defined in the Preamble.

     “ Enforceable ” means, with respect to any Contractual Obligation stated to be enforceable by or against any Person, that such Contractual Obligation is a legal, valid and binding obligation of such Person enforceable by or against such Person in accordance with its terms, except to the extent that enforcement of the rights and remedies created thereby is subject to bankruptcy, insolvency, reorganization, moratorium, and other similar laws of general application affecting the rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).

     “ Environmental Law ” means all applicable statutes and subordinate legislation and other national, international or European Union laws, common laws, guidance notes, or codes of practice insofar as they relate to or apply to health, safety or environmental matters, from time to time, including those Legal Requirements relating to any natural or artificial substances or materials (whether solid, liquid, gas or otherwise and whether alone or in combination with any other substance) capable of causing harm to human health and/or the environment, including, for the avoidance of doubt, noise, light, radiation, and vibration.

     “ Equity Interests ” means (a) any capital stock, share, partnership or membership interest, unit of participation, or other similar interest (however designated) in any Person and (b) any option, warrant, purchase right, conversion right, exchange rights, or other Contractual Obligation which would entitle any Person to acquire any such interest in such Person or otherwise entitle any Person to share in the equity, profit, earnings, losses, or gains of such Person (including stock appreciation, phantom stock, profit participation, or other similar rights).

     “ Escrow Agent ” is defined in Section 3.3.

     “ Escrow Agreement ” is defined in Section 3.3.

     “ Escrowed Shares ” is defined in Section 3.3.

     “ Estimated Closing Balance Sheet ” is defined in Section 2.6.

     “ Estimated Closing Statement ” is defined in Section 2.6.

     “ Exchange Act ” means the U.S. Securities Exchange Act of 1934.

     “ Excluded Assets ” is defined in Section 2.2.

     “ Excluded Liabilities ” is defined in Section 2.4.

     “ Facility Agreement ” means the facility agreement between Purchaser and the Seller dated December 23, 2008, as amended and supplemented from time to time.

     “ FDA ” is defined in Section 4.16(b)(ii).

     “ FDA Fraud Policy ” is defined in Section 4.16(b)(vi).

     “ FDCA ” is defined in Section 4.16(b)(ii).

     “ Filing Deadline ” is defined in Section 7.11(a).

     “ FRS ” means a Financial Reporting Standard issued by the Accounting Standards Board.

     “ GAAP ” means generally accepted accounting principles in the United States as in effect from time to time.

     “ GMP ” is defined in Section 4.16(b)(ii).

     “ Governmental Authority ” means any federal, state, local, or foreign government (or political subdivision thereof), any local, state, national, or multinational organization or authority, any authority, agency or commission entitled to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power, any court or tribunal (or any department, bureau or division thereof), or any arbitrator or arbitral body.

     “ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, ruling, determination, or award entered by or with any Governmental Authority that is binding on any Person or any of its property under any Legal Requirement.

     “ Group ” has the meaning given to it in Section 13(d)(3) of the Exchange Act.

     “ Guarantee ” means, with respect to any Person, (a) any guarantee of the payment or performance of, or any contingent obligation in respect of, any Debt or other Liability of any other Person, (b) any other arrangement whereby credit is extended to any obligor (other than such Person) on the basis of any promise or undertaking of such Person (i) to pay the Debt or other Liability of such obligor, (ii) to purchase any obligation owed by such obligor, (iii) to purchase or lease assets under circumstances that are designed to enable such obligor to discharge one or more of its obligations, or (iv) to maintain the capital, working capital,

solvency, or general financial condition of such obligor, and (c) any liability as a general partner of a partnership or as a venturer in a joint venture in respect of Debt or other obligations of such partnership or venture.

     “ Half-Yearly Report ” means the condensed set of unaudited financial statements in the half-yearly report of the Seller Group for the six months ended on the Half-Yearly Report Date comprising a consolidated income statement, a consolidated statement of changes in equity and a consolidated cash flow statement and related explanatory notes.

     “ Half-Yearly Report Date ” means June 30, 2008.

     “ IFRS ” means an International Accounting Standard or an International Financial Reporting Standard issued by the International Accounting Standards Board and to any related interpretation by the Standing Interpretations Committee or its successor, the International Financial Reporting Interpretations Committee.

     “ Inbound IP Agreements ” is defined in Section 4.15(b).

     “ Indemnification Limit ” is defined in Section 11.2.

     “ Indemnification Threshold ” is defined in Section 11.2.

     “ Indemnified Party ” means, with respect to any Indemnity Claim, the party asserting such claim under Section 11.1 or 11.3, as the case may be.

     “ Indemnifying Party ” means, with respect to any Indemnity Claim, the party under Section 11.1 or 11.3, as the case may be, against whom such claim is asserted.

     “ Indemnity Claim ” means a claim for indemnity under Section 11.1 or 11.3.

     “ Intellectual Property ” means any and all of the following in any country: Copyrights, Patents, Trademarks, domain name registrations, moral rights, publicity rights, Trade Secrets, know how rights, software (including source code and object code), data or other exclusivity rights, all inventions whether or not patentable, and any other intellectual property rights or intangible assets of any kind or nature whether owned, licensed or otherwise held.

     “ Inter-Company Debt ” means all Debt obligations between either the Seller or Stem Cell Sciences LLC and the Acquired Group.

     “ IP Agreements ” is defined in Section 4.15(b).

     “ ITEPA ” is defined in Section 4.18(c).

     “ Legal Requirement ” means, with respect to any Person, any federal, state, local, or foreign law, statute, standard, ordinance, code, rule, regulation, resolution or promulgation, judicial interpretation, or any Governmental Order, including any rules or requirements of the European Union, or any license, franchise, permit, or similar right granted under any of the foregoing, or any similar provision having the force or effect of law applicable to such Person or

any of such Person’s property, assets, officers, directors, employees, consultants, agents, Affiliates, or Representatives.

     “ Liability ” means, with respect to any Person, any liability or obligation of such Person whether known or unknown, whether asserted or unasserted, whether determined, determinable or otherwise, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether incurred or consequential, whether due or to become due and whether or not required under GAAP or IFRS, as applicable, to be accrued on the financial statements of such Person.

     “ Lien ” means any mortgage, pledge, lien, security interest, charge, Claim, condition, out-bound license, covenant not to sue, option, right of first offer or refusal, buy/sell agreement, equitable interest, encumbrance, restriction on transfer, conditional sale or other title retention device or arrangement (including a capital lease), transfer for the purpose of subjection to the payment of any Debt, or restriction on the creation of any of the foregoing or any other restriction or covenant with respect to, or condition governing the use, construction, transfer, receipt of income or exercise of any other attribute of legal or equitable ownership, whether relating to any property or right or the income or profits therefrom; provided, however , that the term “Lien” will not include (i) statutory liens for Taxes to the extent that the payment thereof is not in arrears or otherwise due, (ii) encumbrances in the nature of zoning restrictions, easements, rights or restrictions of record on the uses of real property if the same do not detract from the value of the property encumbered thereby or impair the use of such property in the Business as currently conducted, (iii) statutory or common law liens to secure landlords, lessors or renters under leases or rental agreements confined to the premises rented to the extent that no payment or performance under any such lease or rental agreement is in arrears or is otherwise due, (iv) deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pension programs mandated under applicable laws or other social security regulations, and (v) statutory or common law liens in favor of carriers, warehousemen, mechanics and materialmen, statutory or common law liens to secure claims for labor, materials or supplies and other like liens, which secure obligations to the extent that payment thereof is not in arrears or otherwise due in the case of (i) - (v), which have been incurred in the Ordinary Course of Business.

     “ Losses ” is defined in Section 11.1.

     “ Management Accounts ” means the unaudited accounts of the Acquired Group and the unaudited consolidated accounts of the Seller and its Subsidiaries for the period from the Half-Yearly Report Date to January 31, 2009 (comprising in each case a balance sheet and income statement or, as the case may be, a consolidated balance sheet and consolidated income statement).

     “ Material Adverse Effect ” means any change, event, circumstance, effect or development that, individually or in the aggregate with all other changes, events, circumstances, effects or developments that exists on the date of determination of the occurrence of a Material Adverse Effect, has had or is reasonable likely to have a material adverse effect on (a) the business, assets, liabilities, condition (financial or other) or results of operations of the Acquired Group, taken as a whole, (b) the ability of the Seller to consummate the Contemplated Transactions or

(c) the ability of Purchaser to operate the Business immediately after the Completion, but excluding, in the case of clause (a), any change(s), event(s), circumstance(s), effect(s) or development(s) concerning general financial, market or economic conditions (in each case to the extent that the Acquired Group is not disproportionately adversely affected).

     “ Off-the-Shelf Software ” means software, other than open source software, obtained from a Third Party, whether run on the Acquired Group’s systems or accessed on an application service provider basis, (i) on general commercial terms and which continues to be widely available on such commercial terms, (ii) which is not distributed with or incorporated in any of the Acquired Products or services, (iii) which is used for business infrastructure or other internal purposes, and (iv) was licensed for fixed payments of less than US$25,000 in the aggregate or annual or periodic payments of less than US$25,000 per year.

     “ OFT ” means the Office of Fair Trading of the United Kingdom.

     “ Operating Subsidiaries ” means, collectively, Stem Cell Sciences Australia (Pty) Ltd and Stem Cell Sciences (UK) Limited.

     “ Ordinary Course of Business ” means an action taken by any Person in the ordinary course of such Person’s business which is consistent with the past customs and practices of such Person (including past practice with respect to quantity, amount, magnitude, and frequency).

     “ Ordinary Shares ” means Ordinary Shares of 1 pence each in the capital of the Seller, each of which carries pari passu voting rights.

     “ Organizational Documents ” means, with respect to any Person (other than an individual), (a) the memorandum of association, articles of association or certificate of incorporation or organization of such Person and any other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all bylaws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

     “ Outbound IP Agreements ” is defined in Section 4.15(b).

     “ Party ” means either the Seller or the Purchaser and their permitted successors or assigns, respectively; and the term “ Parties ” refers to both of them together.

     “ Patents ” means (a) all national, regional and international patents and patent applications, including provisional patent applications, (b) all patent applications filed either from such patents, patent applications or provisional applications or from an application claiming priority from any of the foregoing, including divisionals, continuations, continuations-in-part, provisionals, converted provisionals, and continued prosecution applications and any and all rights to claim priority from any of the foregoing, (c) any and all patents that have issued or in the future issue from the foregoing patent applications ((a) and (b)), including utility models, petty patents, design patents, and certificates of invention, (d) any and all extensions or restorations by existing or future extension or restoration mechanisms, including revalidations, reissues, re-examinations, and extensions (including any supplementary protection certificates and the like) of the foregoing patents or patent applications ((a), (b) and (c)), and (e) any similar

rights, including so-called pipeline protection, or any importation, revalidation, confirmation, or introduction patent or registration patent or patent of additions to any such foregoing patent applications and patents.

     “ Permits ” means, with respect to any Person, any license, franchise, permit, consent, approval, right, privilege, certificate, or other similar authorization issued by, or otherwise granted by, any Governmental Authority or any other Person to which, or by which, such Person is subject or bound or to which, or by which, any property, business, operation, or right of such Person is subject or bound.

     “ Permitted Liens ” is defined in Section 2.1.

     “ Person ” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority, or other entity of any kind.

     “ Post-Completion Tax Period ” means any Tax Period beginning after the Completion Date and that portion of a Straddle Period beginning after the Completion Date.

     “ Pre-Completion Tax Period ” means any Tax Period ending on or before the Completion Date and the portion of any Straddle Period ending on the Completion Date.

     “ Properties ” means (a) Units 13 and 14, Meditrina, Babraham Research Campus, Cambridge, England; (b) Minerva Building, Babraham Research Campus, Cambridge, England and (c) Level 2 of Building 75 at the Strip at Monash University, Clayton, Victoria, Australia.

     “ Prospectus ” is defined in Section 7.11(b)(i).

     “ Purchaser ” is defined in the Preamble.

     “ Purchaser Common Stock ” means the common stock, par value US$.01 per share, of Purchaser.

     “ Purchaser Drop Dead Date ” is defined in Section 10.1(b).

     “ Purchaser Shares ” is defined in Section 2.5.

     “ Purchaser Indemnified Person ” is defined in Section 11.1.

     “ Quality System Regulations ” is defined in Section 4.16(b)(ii).

     “ Records ” is defined in Section 3.4(m).

     “ Registered Intellectual Property ” is defined in Section 4.15(a).

     “ Registration Period ” is defined in Section 7.11(a).

     “ Registration Statement ” is defined in Section 7.11(a).

     “ Regulation S ” is defined in Section 4.34.

     “ Relevant Benefits ” is defined in Section 4.19.

     “ Representative ” means, with respect to any Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants and financial advisors.

     “ Required Effective Date ” is defined in Section 7.11(a).

     “ Required Stockholder Vote ” is defined in Section 4.3(d).

     “ Restricted Territories ” means: (a) the United Kingdom, the Channel Islands, the Isle of Man, and the Republic of Ireland; (b) Australia; (c) the United States; (d) Japan and the rest of Asia east of Pakistan; and (e) any other country in which any company in the Acquired Group carries on business at the time of Completion.

     “ Retained Agreements ” is defined in Section 2.2(c).

     “ SEC ” is defined in Section 5.10.

     “ SEC Reports ” is defined in Section 5.10.

     “ Second Facility Agreement ” is defined in Section 7.13.

     “ Securities Act ” means the U.S. Securities Act of 1933.

     “ Seller ” is defined in the Preamble.

     “ Seller Drop Dead Date ” is defined in Section 10.1(c).

     “ Seller Group ” means the Seller and its direct and indirect Subsidiaries from time to time, or any of them.

     “ Seller Indemnified Person ” is defined in Section 11.3.

     “ Seller’s Knowledge ” and similar phrases means the actual knowledge, after reasonable investigation and inquiry, of each or any of Alastair Riddell, Giorgio Reggiani, Timothy Allsopp, George Murphy and George Schlich.

     “ Seller Security Holders ” means the holders of Equity Interests in the Seller.

     “ Significant Security Holders ” means such Persons as hold (or otherwise exercise the power to exercise the voting rights attaching to), collectively, not less than 30% of the Seller’s Ordinary Shares.

     “ Stockholders Meeting ” means a general meeting of the Seller’s stockholders for the purpose of approving and adopting the Acquisition and the Contemplated Transactions.

     “ Stock Transfer Forms ” means the stock transfer forms by which the Seller’s interest in the Acquired Shares will be transferred to the Purchaser, which will be in the form of Exhibit A1-A2 .

     “ Straddle Period ” means any Tax Period beginning before and ending after the Completion Date.

     “ Subsidiary ” means, with respect to any specified Person, any other Person of which such specified Person will, at the time, directly or indirectly through one or more Subsidiaries, (a) own at least 50% of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally, (b) hold at least 50% of the partnership, limited liability company, joint venture, or similar interests or (c) be a general partner, managing member or joint venturer.

     “ Stem Cell Sciences Australia ” means Stem Cell Sciences (Australia) Pty Limited, a private limited company registered in Australia (Registered Number ACN 063 293 130) having its Registered Office at Level 2 of Building 75 at the Strip at Monash University, Clayton, Victoria, Australia, certain details of which are set out in Schedule 1.1(a) .

     “ Stem Cell Sciences LLC ” means Stem Cell Sciences LLC, a California limited liability corporation with its principal office at 845 Oak Grove Avenue, Suite 220, Menlo Park, California 94025.

     “ Stem Cell Sciences UK ” means Stem Cell Sciences (UK) Limited, a private limited company registered in Scotland (Registered Number SC209852) having its Registered Office at Saltire Court, 20 Castle Terrance, Edinburgh, Lothian EH1 2 ED, United Kingdom certain details of which are set out in Schedule 1.1(a) .

     “ Tax ” or “ Taxes ” means (a) any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or escheat liability, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined, or unitary group for any period, as a result of any tax sharing or tax allocation agreement, arrangement or understanding, or as a result of being liable for another person’s taxes as a transferee or successor, by contract or otherwise.

     “ Tax Document ” is defined in Section 12.3.1.

     “ Tax Period ” means any period prescribed by any Governmental Authority for which a Tax Return is required to be filed or a Tax is required to be paid.

     “ Tax Return ” means any return, declaration, report, claim for refund or information return or statement relating to Taxes supplied or required to be supplied to a Taxing Authority, including any schedule or attachment thereto, and including any amendment thereof.

     “ Taxing Authority ” means any Governmental Authority having jurisdiction with respect to any Tax.

     “ Technical Confidential Information ” means information not in the public domain, which any Representative of the Seller or any of its Subsidiaries received or obtained at any time by reason of, or in connection with, his or her relationship with either the Acquired Group or the Business, which is of a technical nature, including: the Acquired Group’s scientific data; clinical and pre-clinical information; computer software and passwords; Trade Secrets; and Technology.

     “ Technology ” means all inventions, works, discoveries, innovations, information (including ideas, research and development, know-how, formulas, methods, processes and techniques, methods, data, clinical trial data, clinical trial protocols, designs, drawings, specifications, customer and supplier lists, pricing and cost information, business and marketing plans and proposals, documentation and manuals), cell lines, plasmids encoding any DNA sequence, biologic or chemical materials, or other compositions of matter, computer software, firmware, computer hardware, devices, electronic, electrical and mechanical equipment and all other forms of technology, including improvements, modifications, works in process, derivatives or changes, whether tangible or intangible, embodied in any form, whether or not protectable or protected by patent, copyright, mask work right, trade secret law or otherwise, and all documents and other materials recording any of the foregoing.

     “ Termination Date ” is defined in Section 10.1.

     “ Third Party ” means any Person other than a Party or their respective Subsidiaries.

     “ Third Party Claim ” is defined in Section 11.6(a).

     “ Trademarks ” means any word, name, symbol, color, designation or device or any combination thereof for use in the course of trade, including any trademark, registered trademark, application for registration of trademark, service mark, trade dress, brand mark, trade name, registered trade name, application for registration of trade name, brand name, domain name, logo, or business symbol.

     “ Trade Secrets ” means all confidential information and trade secrets such as confidential know-how, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, plans, schematics, drawings, formulae, technical data, specifications, research and development information, technology and product roadmaps, and data bases.

     “ Transaction Expenses ” is defined in Section 7.8.

     “ Transfer Taxes ” is defined in Section 12.1.

     “ Valuation Methodology ” means, for a particular date, (i) the 10-day volume-weighted average price per share of Purchaser Common Stock on the NASDAQ Global Market or other trading market where such security is listed or traded as reported by Bloomberg Financial Markets (or a comparable reporting service of national reputation selected by the Purchaser and reasonably acceptable to the Seller if Bloomberg Financial Markets is not then reporting sales prices of such security) (collectively, “ Bloomberg ”) for the ten (10) consecutive trading days

immediately preceding the applicable date, or (ii) if the NASDAQ Global Market is not the principal trading market for the shares of Purchaser Common Stock, the 10-day volume-weighted average price reported by Bloomberg on the principal trading market per share of Purchaser Common Stock during the same period, or, if there are no volume-weighted average prices for such period, the last sales price reported by Bloomberg for such period, or (iii) if neither of the foregoing applies, the last sales price of such security in the over-the-counter market on the pink sheets or bulletin board for such security as reported by Bloomberg, or if no sales price is so reported for such security, the last bid price of such security as reported by Bloomberg or (iv) if fair market value cannot be calculated as of such date on any of the foregoing bases, the fair market value will be as determined by the board of directors of the Purchaser in the exercise of its good faith judgment.

     “ Voting Agreement ” means an irrevocable voting agreement entered into by any of the Significant Security Holders in the form attached hereto as Exhibit B .

     “ Working Capital ” means (i) current assets net of any cash, cash equivalents and short-term or other marketable investments, minus (ii) current liabilities net of any Inter-Company Debt, in each case determined in a manner consistent with that adopted in the preparation of the Accounts.

     “ Working Capital Shortfall ” is defined in Section 2.6.

     “ Working Capital Target ” means £(200,000).

     1.2. In this Agreement (unless the context requires otherwise):

(a) references to a Section, Clause, Article, Exhibit, or Schedule means a section, clause, article, exhibit, or schedule of this Agreement, unless another document is specified;

(b) any reference to this Agreement includes the Introduction, Exhibits, Schedules, and Disclosure Letter, and includes any amendments to the Agreement or to the Introduction, Exhibits, Schedules, and/or Disclosure Letter that the Parties may duly enter into, from time to time after the Effective Date, in accordance with Section 13.3;

(c) any reference to any statute, statutory provision or subordinate legislation is to be construed as a reference to the same as it may have been, or may from time to time be, amended, modified, consolidated, or re-enacted and in force, and any reference to a statute or statutory provision includes any subordinate legislation made under it;

(d) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement;

(e) any gender includes a reference to the other genders;

(f) words in the singular or plural form include the plural and singular form, respectively;

(g) “directly or indirectly” means either alone or jointly with any other Person and whether on his own account or in partnership with another or others or as the holder of any interest in or as officer, employee, or other Representative of, or consultant to, any other Person;

(h) any phrase introduced by the terms “including,” “include,” “in particular,” or a similar expression will be construed as illustrative and will not limit the sense of the words preceding those terms, unless preceded by the word “not”;

(i) any reference to something being “in writing” or “written” will include a reference to that thing being produced by any legible and non-transitory substitute for writing (including in electronic form) or partly in one manner and partly in another; and

(j) where it is necessary to determine whether a monetary limit or threshold set out in this Agreement has been reached or exceeded (as the case may be) and the value of the relevant claim or any of the relevant claims is expressed in a currency other than U.S. dollars, the value of each such claim will be translated into U.S. dollars at the prevailing exchange rate applicable to that amount of that non-U.S. dollar currency by reference to middle-market rates quoted by the Royal Bank of Scotland plc immediately before close of business in London on the date of receipt by the relevant Person(s) of written notification in accordance with this Agreement of the existence of such claim, or if such day is not a Business Day, on the Business Day immediately preceding such day.

1.3. The Section, Clause, Article, Exhibit, and Schedule headings in this Agreement are included for convenience only and do not affect the interpretation of this Agreement.

2.1. Purchase and Sale of the Acquired Assets . The Seller agrees to sell, transfer, convey, assign, and deliver to Purchaser with full title guarantee, and Purchaser agrees to purchase from the Seller, at the Completion and subject to and upon the terms and conditions contained herein, free and clear of any Liens other than the Liens set forth on Schedule 2.1 (the “ Permitted Liens ”) (and in the case of the Assigned Agreements, subject to the terms of the Assigned Agreements, the Assignment and Assumption Agreements and the provisions of Section 2.8), all of the Seller’s right, title and interest in, to and under all of the following assets, properties and rights (whether tangible or intangible, whether real, personal or mixed, whether fixed, contingent or otherwise and including the Seller’s Intellectual Property rights contained therein or related thereto) (collectively, the “ Acquired Assets ”):

(a) all of the Acquired Shares, with effect from and including the Completion Date to the intent that as from that date all rights and advantages accruing to the Acquired Shares, including any dividends or distributions declared or paid on the Acquired Shares after that date, will belong to the Purchaser;

(b) all Inter-Company Debt payable to the Seller or Stem Cell Sciences LLC;

(c) all goodwill and going concern value of the Business, insofar as the same is held by the Seller (as opposed to the Acquired Group);

(d) the written contracts, which will be assigned to Purchaser effective as of the Completion Date, set forth on Schedule 2.1(d) (collectively, the “ Assigned Agreements ”);

(e) the Seller’s rights and obligations under any other grants, collaborations or material agreements to the extent comprising (or to the extent used in the operation of) the Business; and

(f) all other assets, properties and rights of the Seller to the extent comprising (or to the extent used in the operation of) the Business, other than the Excluded Assets.

     The Parties acknowledge that Purchaser is acquiring, by virtue of its acquisition of the Acquired Shares, an indirect ownership interest (as stockholder) over the assets, properties, goodwill and rights of the Acquired Group.

2.2. Excluded Assets . The Seller hereby retains and will not transfer, assign, convey or otherwise transfer to Purchaser any of the following assets, properties or rights (the “ Excluded Assets ”):

(a) all of the outstanding Equity Interests of Stem Cell Sciences LLC, a California limited liability company;

(b) cash, cash equivalents and short-term or other marketable investments of the Seller Group;

(c) the written contracts, which will be retained (and, if the Seller so elects, may be hereafter terminated) by the Seller, set forth on Schedule 2.2(c) (collectively, the “ Retained Agreements ”); and

(d) the statutory books, registers, minutes, Tax records, accounts, schedules of creditors and other administrative records (including relevant correspondence, documents, files and memoranda) of the Seller (as distinct from the Records of the Acquired Group).

2.3. Assumed Liabilities . At the Completion, Purchaser will assume (and from and after the Completion Purchaser will satisfy, perform and otherwise discharge when due and, on the terms and subject to the conditions of Section 11, will hold the Seller harmless with respect to) in accordance with their respective terms only, the following specified obligations and liabilities of the Seller (collectively, the “ Assumed Liabilities ”), but no others:

(a) obligations and any other Liabilities accruing after the Completion Date (i.e., post-Completion Liabilities) under any of the Assigned Agreements;

(b) the Liabilities accruing after the Completion Date (i.e., post-Completion Liabilities) in respect of the Liabilities of the Acquired Group;

(c) the Liabilities accruing after the Completion Date (i.e., post-Completion Liabilities) in respect of the Liabilities arising in connection with the Acquired Assets; and

(d) any Liability of the Seller Group in respect of the Facility Agreement or the Second Facility Agreement.

Purchaser is not assuming, and will not be deemed to have assumed by virtue of acquiring the Acquired Assets or the Assumed Liabilities, any obligations or liabilities of the Seller or Stem Cell Sciences LLC other than the Assumed Liabilities specifically described above. No assumption by Purchaser of any of the Assumed Liabilities will relieve, or be deemed to relieve, the Seller or Stem Cell Sciences LLC from any Contractual Obligation or Liability under this Agreement with respect to any representations or warranties made by the Seller to Purchaser. Notwithstanding the foregoing, the Parties acknowledge that Purchaser’s acquisition of the Acquired Shares at Completion will make it the sole stockholder of the Acquired Group.

2.4. Excluded Liabilities . Notwithstanding anything in this Agreement to the contrary, Purchaser is not assuming (and the Seller will satisfy and perform when due and, on the terms and subject to the conditions of Section 11, will hold Purchaser harmless with respect to) any Liabilities of either the Seller or Stem Cell Sciences LLC other than the Assumed Liabilities (the “ Excluded Liabilities ”). For the avoidance of doubt, the Excluded Liabilities include:

(a) any Liability of either the Seller or Stem Cell Sciences LLC for or in respect of any and all Taxes (or the non-payment thereof) of either the Seller or Stem Cell Sciences LLC (whether incurred on, prior to or subsequent to Completion) and any Liability for any and all Taxes levied with respect to the Acquired Assets that are allocated to the Seller pursuant to Section 12.4;

(b) any Liability of either the Seller or Stem Cell Sciences LLC for or in respect of Debt;

(c) any Liability of either the Seller or Stem Cell Sciences LLC to indemnify any Person by reason of the fact that such Person is or was a director, officer, employee, stockholder, or agent of the Seller or is or was serving at the request of the Seller as a partner, trustee, director, officer, employee, or agent of another entity;

(d) any Liability of either the Seller or Stem Cell Sciences LLC arising as a result of, or out of any Claim or Action pertaining to, or relating in any way to, either the Seller or Stem Cell Sciences LLC initiated at any time, whether or not described in any Schedule hereto, including any Liability of either the Seller or Stem Cell Sciences LLC arising from any Action initiated at any time in respect

of anything done, suffered to be done or omitted to be done by either the Seller or Stem Cell Sciences LLC or any of their respective Representatives or any holder of any of Seller’s Equity Interests;

(e) any Liability of the Seller arising under or incurred in connection with the making or performance of this Agreement, the Ancillary Agreements or any of the other agreements contemplated hereby or thereby;

(f) any Liability of the Seller arising out of any employee benefits or the termination of any employee benefits;

(g) any Liability of the Seller of any kind (including as a result of the sale of the Acquired Assets or as a result of the termination of employment by the Seller of employees or other labor claims) to employees of the Seller or in respect of payroll taxes for employees of the Seller, including any Liabilities of the Seller arising under or with respect to any applicable Legal Requirements respecting employment and employment practices, terms and conditions of employment, occupational safety and health, worker classification and wages and hours, in each case, with respect to its current and former employees, directors, officers, consultants, and independent contractors;

(h) any Liability of the Seller under or with respect to any lease, contract, arrangement, commitment, or Contractual Obligation (other than post-Completion Liabilities under the Assigned Agreements);

(i) any Liability of either the Seller or Stem Cell Sciences LLC under any bulk sales law of any jurisdiction, under any common law doctrine of de facto merger or successor liability or otherwise by operation of law;

(j) any Liability of either the Seller or Stem Cell Sciences LLC in respect of Losses, Claims or Legal Requirements incurred under or with respect to any Environmental Law; and

(k) any Liabilities of either the Seller or Stem Cell Sciences LLC which are undisclosed or contingent or which relate to or arise from the breach of any Contractual Obligation or violation of any Legal Requirement prior to or at the Completion.

2.5. Purchase Price . As consideration for the Acquisition, the Purchaser agrees to:

2.5.1. at Completion, waive all right, title and interest (including, without limitation, all right to repayment of all loan monies and accrued interest) in respect of all monies outstanding (and all other Liabilities of the Seller) under the Facility Agreement and the Second Facility Agreement (and to release all liens, charges and other security interests granted in respect thereof);

2.5.2. at Completion, issue to the Seller an aggregate amount of 2,650,000 shares of Purchaser Common Stock, less the Working Capital Shortfall, if any (the “ Purchaser Shares ”). Upon Completion, the Purchaser Shares will be duly authorized, fully paid and nonassessable, and will be issued as follows:

(a) 2,120,000 shares of Purchaser Common Stock to be issued to the Seller, less the Working Capital Shortfall, if any; and

(b) 530,000 shares of Purchaser Common Stock to be issued to the Escrow Agent in accordance with Section 3.3.

2.5.3. In the event of any issuances of Purchaser Common Stock pursuant to any stock split, dividend or distribution payable in additional shares of capital stock to holders of Purchaser Common Stock subsequent to the Effective Date and prior to the issuance of the Purchaser Shares at Completion, the number of Purchaser Shares will appropriately be adjusted.

2.6. Minimum Working Capital .

(a) Estimated Balance Sheet . The Seller will prepare or cause to be prepared, and delivered to the Purchaser not later than five Business Days prior to the expected Completion Date, an estimated consolidated balance sheet of the Acquired Group as of immediately prior to the Completion disclosing the material assets and liabilities of the Acquired Group and the material financial commitments in existence as at the Completion Date (the “ Estimated Closing Balance Sheet ”), together with a written statement setting forth in reasonable detail its estimate of the Working Capital as of immediately prior to the Completion as reflected on the Estimated Closing Balance Sheet (the “ Estimated Closing Statement ”). The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared with reasonable skill and care by the Seller and in a manner consistent with that adopted in the preparation of the Accounts and will be updated by the Seller immediately prior to the Completion.

(b) Adjustment to Purchase Price . If the Working Capital reflected on the Estimated Closing Statement is less than the Working Capital Target, then number of Purchaser Shares will be reduced by the amount of such shortfall (the “ Working Capital Shortfall ”) on a dollar-for-dollar basis, valuing the shares of Purchaser Common Stock in accordance with the Valuation Methodology as of the Completion Date.

2.7. Withholding . Purchaser will be entitled to deduct and withhold Taxes from any amounts payable or otherwise deliverable pursuant to this Agreement if such withholding

is required under the Code or any provision of applicable Legal Requirements. To the extent such amounts are so deducted or withheld and paid to the appropriate Taxing Authority, such amounts will be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid.

2.8. Assigned Agreements . If and to the extent the consent or approval of any third party is required for the assignment or transfer of any Assigned Agreement then:

(a) the Parties will use commercially reasonable efforts to obtain the consent or approval of such third party prior to, but conditional on, Completion (including, without limitation, the entering into of any agreement, assurance or guarantee by the Purchaser reasonably required by such third party);

(b) if and to the extent that any such consent or approval is not obtained prior to Completion (including, without limitation, if any third party signature is required to any Assignment and Assumption Agreement(s)), the Parties will nevertheless proceed to Completion and will thereafter continue to use commercially reasonable efforts to obtain the consent or approval of such third party as soon as reasonably practicable (including, without limitation, the entering into of any agreement, assurance or guarantee by the Purchaser reasonably required by such third party) but, conditional on Completion, until such time as such assignment is effective: (i) the Seller will not undertake any action in breach of the terms of such Assigned Agreement other than pursuant to this Section (b) or otherwise with the prior written consent of the Purchaser; (ii) the Purchaser will procure that the Acquired Group will perform and satisfy the obligations and Liabilities of the Seller under such Assigned Agreement; (iii) the Seller will transfer and pay to the Purchaser all consideration and other sums (if any) received by the Seller under such Assigned Agreement subsequent to Completion and otherwise take such further actions as may be reasonably necessary or desirable (subject to applicable Laws and the terms of the Assigned Agreement) in order to confer the benefits of the Seller under such Assigned Agreement on the Purchaser; and (iv) the Seller will take such further action as may be reasonably required by the Purchaser in relation to the enforcement of Purchaser’s rights under such Assigned Agreement, subject to the Purchaser indemnifying and holding the Seller harmless in respect of any Liability arising in connection with any action so taken by the Seller (and the Seller will be entitled to require that the Purchaser provide payment in advance in respect of any such Liability which may so arise as a condition precedent to the Seller undertaking any such action).

3.1. Obligations of the Parties on the Effective Date . On the Effective Date:

(a) The Seller will deliver, or procure to be delivered to Purchaser, the following:

(i) this Agreement, duly executed by the Seller;

(ii) the Disclosure Letter, duly executed by the Seller;

(iii) minutes of the meeting of the board of directors of Seller approving the entry into this Agreement, the delivery of the Disclosure Letter and the approval of the Contemplated Transactions;

(iv) the Voting Agreements (to the extent that such have been delivered to the Seller by the Significant Security Holders on or prior to the Effective Date), each duly executed by the Significant Security Holder which is a party thereto;

(v) the Second Facility Agreement, duly executed by the Seller; and

(vi) .

(b) The Purchaser will deliver, or procure to be delivered to Seller, the following:

(i) this Agreement, duly executed by the Purchaser;

(ii) a copy of the resolutions adopted by the board of directors of Purchaser approving the entry into this Agreement and the approval of the Contemplated Transactions; and

(iii) the Second Facility Agreement, duly executed by the Purchaser.

3.2. Completion . The completion of the Acquisition (the “ Completion ”) will take place on a date to be specified by the Seller and Purchaser, which will be no later than the second Business Day after satisfaction or waiver of all of the Conditions set forth in Sections 8 and 9, at the offices of Macfarlanes LLP, 20 Cursitor Street, London, England EC4A 1LT, unless another date or place is agreed to in writing by the Parties.

3.3. Escrow . At the Completion, 530,000 shares of Purchaser Common Stock (the “ Escrowed Shares ”) will be delivered by Purchaser to JPMorgan Chase Bank, N.A., as escrow agent (the “ Escrow Agent ”), pursuant to the provisions of an escrow agreement in substantially the form attached as Exhibit C hereto, subject to any amendments to such form requested by the Escrow Agent and mutually agreed to by the Purchaser and Seller (the “ Escrow Agreement ”). The Escrow Agreement will be entered into prior to the Completion Date, by and among the Purchaser, the Seller and the Escrow Agent, and will provide Purchaser with recourse against the Escrowed Shares held in escrow by the Escrow Agent with respect to Losses and the Seller’s indemnification obligations under Section 11, subject to the terms and conditions set forth in the Escrow Agreement and in Section 11. The Escrowed Shares (or any portion thereof) will be distributed to the Seller at the times, and upon the terms and conditions, set forth in the Escrow Agreement.

3.4. Completion Obligations of the Seller . At the Completion, the Seller will deliver or procure to be delivered to the Purchaser, if such is not already in the Purchaser’s possession:

(a) duly executed Stock Transfer Forms in favor of the Purchaser in respect of the Acquired Shares;

(b) the original certificates for the Acquired Shares;

(c) any other document which may reasonably be required to give good title to the Acquired Shares or which may be necessary to enable the Purchaser to procure the registration of the Acquired Shares in the name of the Purchaser or its nominee(s);

(d) the compliance certificate, as described in Section 8.4;

(e) a power of attorney in the form set out in Exhibit D , pursuant to which the Seller will confer on the Purchaser all right to vote and otherwise exercise rights attaching to, and received dividends and distributions made in respect of, the Acquired Shares pending registration of Acquired Shares in the statutory books of the Company;

(f) the Estimated Closing Balance Sheet and the Estimated Closing Statement;

(g) a copy of the minutes of a meeting of the directors of the Seller (certified as true by an officer of the Seller) and at which meeting the directors of the Seller approved the execution and entering into of the Ancillary Agreements to which the Seller is party, and the performance of the obligations of the Seller under such agreements (subject to the terms thereof and the conditions set out therein);

(h) a copy of a resolution passed by the stockholders of the Seller (certified as true by an officer of the Seller) and which resolution approved the Contemplated Transactions to the extent required by Rule 15 of the AIM Rules for Companies;

(i) a copy of the minutes of a meeting of the directors of the Company (in the form marked Exhibit E1 and certified as true by an officer of the Company) and at which meeting the directors of the Company approved, conditional on Completion:

(i) the transfer of the Acquired Shares by the Seller to the Purchaser is approved and, conditional on the delivery to the Company of duly executed and stamped Stock Transfer Forms, that such transfer be recorded in the statutory books of the Company and that thereupon a new share certificate be issued to the Purchaser in respect thereof;

(ii) that Martin McGlynn, Rodney Young and Ann Tsukamoto be appointed as directors of the Company;

(iii) that Ken Stratton be appointed as company secretary of the Company;

(iv) that George Koshy be appointed as assistant company secretary of the Company; and

(v) that the existing bank mandates of the Company be terminated and that the Company enter into new bank mandates authorizing Martin McGlynn, Rodney Young and Ann Tsukamoto as the new directors of the Company, Ken Stratton as the new company secretary, and George Koshy as the assistant company secretary, to have power and authority to sign checks on behalf of the Company and otherwise to give instructions to the Company’s bank in relation to matters concerning the payment of monies from the Company’s bank accounts;

(j) a copy of the minutes of a meeting of the directors of the Stem Cell Sciences Australia (in the form marked Exhibit E2 and certified as true by an officer of the Stem Cell Sciences Australia) and at which meeting the directors of Stem Cell Sciences Australia approved, conditional on Completion:

(i) that Martin McGlynn, Rodney Young, Ann Tsukamoto, and an Australian national to be selected by the Purchaser be appointed as directors of Stem Cell Sciences Australia;

(ii) that Ken Stratton be appointed as company secretary of Stem Cell Sciences Australia;

(iii) that George Koshy be appointed as assistant company secretary of Stem Cell Sciences Australia; and

(iv) that the existing bank mandates of Stem Cell Sciences Australia be terminated and that Stem Cell Sciences Australia enter into new bank mandates authorizing Martin McGlynn, Rodney Young and Ann Tsukamoto as the new directors of Stem Cell Sciences Australia, Ken Stratton as the new company secretary, and George Koshy as the assistant company secretary, to have power and authority to sign checks on behalf of Stem Cell Sciences Australia and otherwise to give instructions to Stem Cell Sciences Australia’s bank in relation to matters concerning the payment of monies from Stem Cell Sciences Australia’s bank accounts;

(k) a copy of the minutes of a meeting of the directors of the Stem Cell Sciences UK (in the form marked Exhibit E3 and certified as true by an officer of the Stem Cell Sciences UK) and at which meeting the directors of Stem Cell Sciences UK approved, conditional on Completion:

(i) that Martin McGlynn, Rodney Young and Stewart Craig be appointed as directors of Stem Cell Sciences UK;

(ii) that Ken Stratton be appointed as company secretary of Stem Cell Sciences UK;

(iii) that George Koshy be appointed as assistant company secretary of Stem Cell Sciences UK; and

(iv) that the existing bank mandates of Stem Cell Sciences UK be terminated and that Stem Cell Sciences UK enter into new bank mandates authorizing Martin McGlynn, Rodney Young and Stewart Craig as the new directors of Stem Cell Sciences UK, Ken Stratton as the new company secretary, and George Koshy as the assistant company secretary, to have power and authority to sign checks on behalf of Stem Cell Sciences UK and otherwise to give instructions to Stem Cell Sciences UK’s bank in relation to matters concerning the payment of monies from Stem Cell Sciences UK’s bank accounts;

(l) the common seal (if any) and statutory books (including registers and minutes books) of each member of the Acquired Group made up to the Completion Date and all certificates of incorporation and certificates of incorporation on change of name of each member of the Acquired Group;

(m) save to the extent that they are kept at the Properties, all books of account, financial and accounting records, correspondence, documents, files, memoranda and other papers relating to each member of the Acquired Group (the “ Records ”);

(n) certificates for all the issued shares held in Stem Cell Sciences Australia and Stem Cell Sciences UK registered in the name of the Company (save to the extent already within the possession, custody or control of the Purchaser);

(o) a duly updated schedule to the license agreement dated January 31, 2006, by and between Stem Cell Sciences Australia (Pty) Ltd (f/d/b/a Stem Cell Sciences Limited) and the University of Edinburgh in a form reasonably satisfactory to Purchaser sufficient to show the license of the rat ES cell technology (pat. app. no. PCT/GB2007/002913);

(p) a license agreement between Stem Cell Sciences Australia (Pty) Ltd (f/d/b/a Stem Cell Sciences Limited) and the University of Edinburgh (in a form reasonably acceptable to the Purchaser) in respect of the license of the cancer NSC cell line (provisional application entitled “Neural Tumor Stem Cells and Methods of Use Thereof,” docket no. 50037/007001);

(q) letters of resignation from office in the agreed form marked Exhibit F1 to F9 from Dr. Thomas Michael Dexter, Harry Karelis, Dr. Alastair James Riddell, Leslie Harold Webb, Timothy Eugene Allsopp, Lorna Peers, Giorgio Reggiani, Peter Mountford and Paul Bello, in each case acknowledging under seal that the writer has no claim against the Company or any of the Operating Subsidiaries for compensation for loss of office or otherwise;

(r) a copy of a letter from KPMG Audit Plc resigning their office as auditors of the Company, Stem Cell Sciences Australia and Stem Cell Sciences UK with effect from the Completion Date and in respect of the Company and Stem Cell

Sciences UK accompanied by the statement required by Companies Act 2006 section 519, with an original of such letter to be deposited at the registered office of the Company and Stem Cell Sciences UK;

(s) the Assignment and Assumption Agreements duly executed by the Seller (subject to Section 2.8); and

(t) compromise agreements between the Company and each of the individuals listed on Schedule 3.4(t) in form and substance reasonably satisfactory to the Purchaser.

3.5. Completion Obligations of the Purchaser . At the Completion, Purchaser will procure that:

(a) on the Completion Date, the Purchaser Shares (other than the Escrowed Shares) are issued to the Seller and the Escrowed Shares are issued to the Escrow Agent in accordance with Section 2.5, and within 2 Business Days of Completion there is delivered to the Seller, a share certificate issued in the name of the Seller showing the Seller to be the registered holder of the Purchaser Shares (other than the Escrowed Shares) and a share certificate issued in the name of the Escrow Agent in respect of the Escrowed Shares; and

(b) the following are delivered to the Seller, or such other person as Seller may direct:

(i) the Assignment and Assumption Agreements, duly executed by Purchaser;

(ii) a copy of the resolutions of the board of directors of the Purchaser approving the issuance of the Purchaser Shares to the Purchaser and the Escrow Agent (in such number as set forth in Section 2.5.2), the entry into the Escrow Agreement, the Assignment and Assumption Agreements and the deed of waiver and release as described in (iii) below; and

(iii) a deed of waiver and release, in a form reasonably acceptable to the Parties, duly executed by Purchaser and in respect of all right, title and interest (including, without limitation, all right to repayment of all loan monies and accrued interest) in respect of all monies outstanding (and all other Liabilities of the Seller) under the Facility Agreement and the Second Facility Agreement (and to release all liens, charges and other security interests granted in respect thereof) together with duly signed instruments of transfer in respect of the securities the subject of all liens, charges and other security interests released.

3.6. Additional Matters . With effect from Completion, the officers and directors of Purchaser are hereby authorized to execute and deliver, in the name and on behalf of the Seller, any deeds, bills of sale, assignments or assurances and to take and do, in the name and on behalf of the Seller, any other actions and things to vest, perfect or confirm of

record or otherwise in Purchaser, any and all right, title and interest in, to and under any of the Acquired Assets. Without limiting the foregoing, at and after the Completion, the Seller will, and will cause its Representatives, to execute all documents and perform all acts reasonably deemed necessary by Purchaser to evidence Purchaser’s ownership of the Acquired Assets.

4.1. Representations and Warranties . In order to induce the Purchaser to enter into and perform this Agreement and to consummate the Acquisition, the Seller hereby represents and warrants to the Purchaser that, except as qualified by the Disclosure Letter, the statements contained in this Section 4 are true and correct in all respect as of the Effective Date and will be true and correct in all respects as of the Completion as though made as of the Completion, except to the extent such representations and warranties are specifically made as of a particular date (in which case such representations and warranties will be true and correct as of such date). The Disclosure Letter will be arranged in schedules corresponding to the numbered and lettered sections and subsections specifically referenced in this Section 4. The disclosures in any schedule of the Disclosure Letter will qualify other sections and subsections in this Section 4 only to the extent it is reasonably clear from a reading of the disclosure that such disclosure is applicable to such other sections and subsections.

4.2. Organization .

(a) The Seller . The Seller is (i) duly organized and validly existing under the laws of the jurisdiction of its organization and (ii) duly qualified to do business in each jurisdiction set forth in the Disclosure Letter, which Schedule sets forth all jurisdictions in which the nature of the Business or the ownership, leasing or operation of the Acquired Assets makes such qualification necessary. Attached hereto as Schedule 4.2(a) are true, accurate and complete copies of the Seller’s Organizational Documents as in effect as of the Effective Date. The Seller has no Subsidiaries other than the Acquired Group and Stem Cell Sciences LLC.

(b) The Acquired Group . Each member of the Acquired Group is (i) duly organized and validly existing under the laws of the jurisdiction of its organization and (ii) duly qualified to do business in each jurisdiction set forth in the Disclosure Letter, which Schedule sets forth all jurisdictions in which the nature of the Business or the ownership, leasing or operation of the Acquired Assets makes such qualification necessary. Attached hereto as Schedule 4.2(b) are true, accurate and complete copies of the Organizational Documents for each member of the Acquired Group as in effect as of the Effective Date, and, to the extent applicable, have embodied in them or annexed to them a copy of every resolution or agreement as is referred to in Companies Act 1985 section 380(4) and, in relation to resolutions passed and agreements made on or after 1 October 2007, Companies Act 2006 section 29(1), and set out in full the rights and restrictions attaching to each class of share capital of each.

(c) Statutory Books . The statutory books (including all registers and minute books) of each member of the Acquired Group have been properly kept and contain a complete and accurate record of the matters which should be dealt with in them and no notice or allegation that any of them is incorrect or should be rectified has been received by the Seller Group. All returns, particulars, resolutions and other documents required under the Companies Legislation and all other legislation to be delivered on behalf of any member of the Acquired Group to the U.K. Registrar of Companies (or to the Australian registrar of companies in respect of Stem Cell Sciences Australia) has been duly and properly made and delivered.

4.3.    Power and Authorization .

(a) Contemplated Transactions . The execution, delivery and performance by the Seller of this Agreement and the consummation of the Contemplated Transactions (subject to, and in accordance with the terms and conditions of, this Agreement including, without limitation, the Required Stockholder Vote) are within the corporate power and authority of the Seller and at the Completion will have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and, assuming the due authorization, execution and delivery by Purchaser, is a legal, valid and binding obligation of the Seller, Enforceable against the Seller in accordance with its terms.

(b) Conduct of Business . Each member of the Acquired Group has all requisite corporate power and authority necessary to carry on the Business.

(c) Board Approvals . The Seller’s board of directors, at a meeting duly called and held at which at least a quorum of directors were present or participating, has (i) determined that the Acquisition is expedient and for the best interests of the Seller; and (ii) duly approved and adopted this Agreement and the Contemplated Transactions (subject to, and in accordance with the terms and conditions of, this Agreement including, without limitation, the Required Stockholder Vote).

(d) Stockholder Vote . The only vote of holders of any Equity Interest of the Seller necessary to approve and adopt this Agreement and consummate the Acquisition is the consent in general meeting of the holders of Ordinary Shares in accordance with the requirements of Rule 15 of the AIM Rules for Companies (the “ Required Stockholder Vote ”). No approval of the holder(s) of Equity Interests in any of the Seller’s Subsidiaries is required to consummate the Acquisition.

(e) Voting Agreements . The number of votes exercisable in respect of Ordinary Shares subject to Voting Agreements represents not less than 30% of all votes exercisable at the Required Stockholder Vote.

4.4.    Authorization of Governmental Authorities . No action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Seller of this Agreement or (b) the consummation of the Contemplated Transactions.

4.5.    Noncontravention . Neither the execution, delivery and performance by the Seller of this Agreement or the Ancillary Agreements nor the consummation of the Contemplated Transactions will:

(a) violate any Legal Requirement applicable to the Seller Group;

(b) result in a breach or violation of, or default under, right to accelerate payment under or obligation to make any payment pursuant to or loss of material rights under, or modify or terminate (i) any Acquired Asset or (ii) any other Contractual Obligation of the Seller Group the breach or violation of, default under, right to accelerate payment under, obligation to make any payment pursuant to, loss of material rights under, or modification or termination of which would reasonably be expected to have a Material Adverse Effect;

(c) contravene, conflict with or result in any limitation on the right, title or interest of the Seller or of any member of the Acquired Group in or to any Registered Intellectual Property;

(d) require any action by (including any authorization, consent or approval) or in respect of (including notice to), any Person under any Contractual Obligation of the Seller Group;

(e) result in the creation or imposition of a Lien upon, or the forfeiture of, any (i) Acquired Asset or (ii) other asset upon which the creation or imposition of a Lien would reasonably be expected to have a Material Adverse Effect;

(f) result in a breach or violation of, or default under, the Organizational Documents of Seller or of any member of the Acquired Group; or

(g) cause any member of the Acquired Group to lose the benefit of any right or privilege it presently enjoys or cause any Person who normally does business with such member not to continue to do so on the same basis or is likely to cause any officer or senior employee to leave and, so far as the Seller is aware, the attitude or actions of customers, collaborators, suppliers, employees, and other Persons with regard to the Acquired Group will not be prejudicially affected thereby.

4.6.    Compliance with the AIM Rules for Companies . The Seller has made all regulatory announcements and disclosures that it is required to make pursuant to the AIM Rules for Companies and is not in contravention of any of the AIM Rules for Companies.

4.7.    The Circular . The Circular and the publication and distribution thereof will comply with the requirements of the Companies Legislation, the AIM Rules for Companies and all other applicable laws and regulations and the information contained therein (save for information set out therein as describes matters concerns the Purchaser and its Subsidiaries and the Purchaser Common Stock) is true and accurate in all material respects and is considered by the Seller to be sufficient to enable its stockholders to make an informed decision as to whether or not to vote in favor of the Acquisition.

4.8.    Capitalization of the Acquired Group Companies .

(a) Outstanding Capital Stock of the Company . The Acquired Shares comprise the whole of the issued share capital of the Company and there are no shares in its capital allotted but not issued. All of the Acquired Shares are fully paid or credited as fully paid, and, subject to the Permitted Liens and the releases thereof by the Purchaser pursuant to Section 3.5(b)(iii), will be at Completion 100% legally and beneficially owned by the Seller free from all Liens, and the Company is therefore a direct wholly-owned Subsidiary of the Seller. Save for the Facility Agreement (and documentation entered into in connection with the Facility Agreement, including the Permitted Liens) and the arrangements provided for in this Agreement, there are no agreements or arrangements in force that call for the present or future creation, allotment, issue, transfer, redemption, or repayment of, or grant to any Person the right (whether exercisable now or in the future and whether conditional or not) to call for the creation, allotment, issue, transfer, redemption, or repayment of, any share or loan capital of any member of the Acquired Group (including by way of option or under any right of conversion or pre-emption).

(b) Subsidiaries . The Company does not have, and never has had, any direct or indirect Subsidiaries or subsidiary undertakings apart from the Operating Subsidiaries. The Company is the beneficial owner of the entire issued share capital of each of the Operating Subsidiaries, free from all Liens other than the Permitted Liens. The Company has no associated companies as defined in FRS9.

(c) The Acquired Group has no branch, agency, place of business, or permanent establishment outside the United Kingdom and Australia.

4.9.    Financial Statements .

(a) The Accounts . The Accounts: (i) comply with the requirements of the Companies Legislation; (ii) have been prepared in accordance with all applicable IFRSs or, where there are none, in accordance with accounting principles generally accepted in the United Kingdom and on a basis consistent with preceding accounting periods; (iii) show a true and fair view of the state of affairs of the Seller and its Subsidiaries as at the Accounts Date and of its profit or loss for the financial year ended on that date; (iv) save as expressly disclosed in the Accounts, are not affected by any extraordinary, exceptional or non-recurring items; (v) makes due and proper account of all the assets and liabilities (whether

ascertained, contingent or otherwise and whether or not quantified or disputed) of the Seller and its Subsidiaries as at the Accounts Date and make proper provision and/or reserve for all such liabilities; and (vi) made due and proper account of the financial commitments in existence as at the Accounts Date.

(b) The Half-Yearly Report . The unaudited Half-Yearly Report: (i) has been prepared with reasonable skill to a standard not less than that required for the public disclosure of unaudited financial information under the AIM Rules (having due regard to applicable IFRSs or, where there are none, in accordance with accounting principles generally accepted in the United Kingdom) and on a basis consistent with the Accounts; (iii) show with a reasonable accuracy having regard to the purpose for which such Half-Yearly Report was prepared a true and fair view of the state of affairs of the Seller and its Subsidiaries as at the Half-Yearly Report Date and of its profit or loss for the six-month period ended on that date; (iv) except as expressly disclosed in the Half-Yearly Report, is not affected by any extraordinary, exceptional or non recurring items; (v) makes due account of all the material assets and material liabilities (whether ascertained, contingent or otherwise and whether or not quantified or disputed) of the Seller and its Subsidiaries as at the Half-Yearly Report Date and makes proper provision and/or reserve for all such liabilities; and (vi) made due account of all material financial commitments in existence as at the Half-Yearly Report Date.

(c) Accounting records . The accounting records of the Seller and its Subsidiaries: (i) have at all times been fully, properly and accurately kept and completed and contain due and accurate records of all matters required by law to be entered in them; and (ii) contain or reflect no material inaccuracies or discrepancies of any kind.

(d) Management Accounts . Having regard to the purpose for which the Management Accounts have been prepared, they are not misleading in any material respect and do not overstate the assets or understate the liabilities and do not overstate the profits or understate the losses of the Seller and its Subsidiaries in respect of the date or period to which they relate.

4.10.    Absence of Undisclosed Liabilities . The Acquired Group has no Liabilities except for (a) Liabilities reflected in the Half-Yearly Report for the period ended on the Half-Yearly Report Date and (b) Liabilities incurred in the Ordinary Course of Business since the Half-Yearly Report Date none of which results from, arises out of, or relates to any breach or violation of, or default under, a Contractual Obligation of the Acquired Group or Legal Requirement applicable to the Acquired Group. Notwithstanding the foregoing, there are no outstanding payment obligations on and as of the Effective Date which are due or payable in accordance with IFRS accrual accounting from and after the Completion with respect to the Contractual Obligations acquired by Purchaser as a result of its acquisition of the Acquired Assets.

4.11.    Absence of Certain Developments . Since the Half-Yearly Report Date, the Business has been conducted in the Ordinary Course of Business and, except as set forth in the Disclosure Letter:

(a) no member of the Acquired Group has (i) amended its Organizational Documents, (ii) amended any term of its outstanding Equity Interests or other securities or (iii) issued, sold, granted, or otherwise disposed of, its Equity Interests or other securities;

(b) no member of the Seller Group has become liable in respect of any Guarantee or has incurred, assumed or otherwise become liable in respect of any material Debt;

(c) no member of the Seller Group has permitted (i) any Acquired Asset to become subject to any Lien, or (ii) any of its other Assets to become subject to any Lien that would reasonably be expected to have a Material Adverse Effect;

(d) no member of the Seller Group has made any declaration, setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, any of its capital stock or other Equity Interests;

(e) no member of the Seller Group has entered into, or performed, any transaction with, or for the benefit of, the Seller or any Seller Security Holder or, to the Seller’s Knowledge, any Affiliate of the Seller or of any Seller Security Holder;

(f) there has been no material loss, destruction, damage, or eminent domain taking (in each case, whether or not insured) affecting (i) any entity in the Acquired Group, (ii) the Business or any Acquired Asset or (iii) any other Asset the loss, destruction, damage, or eminent taking of which would reasonably be expected to have a Material Adverse Effect;

(g) no member of the Seller Group has increased the Compensation or benefits payable or paid, whether conditionally or otherwise, to (i) any employee, consultant or agent, (ii) any director or officer or (iii) any holder of Equity Interests in the Seller or in the Acquired Group or of any Affiliate of any such holder;

(h) no member of the Seller Group has terminated or closed any facility, business or operation;

(i) no member of the Seller Group has instituted any new, or modified any existing, severance or termination pay practices;

(j) no member of the Seller Group has made any material change in its methods of accounting or accounting practices (including with respect to reserves);

(k) no member of the Seller Group has written up or written down any of its material Assets;

(l) no share or loan capital has been allotted or issued or agreed to be allotted or issued by any member of the Seller Group;

(m) no distribution of capital or income has been declared, made or paid in respect of any share capital of the Seller Group and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital or preference capital of the Seller Group has been repaid in whole or part or has become liable to be repaid;

(n) no member of the Seller Group has incurred any material capital expenditure or any material capital commitment or disposed of any material capital Asset or any interest in any such Asset;

(o) no member of the Seller Group has entered into any license, collaboration or research agreement, or any other material agreement which would be required to be scheduled in the Disclosure Letter pursuant to Section 4.21, with a Third Party;

(p) no member of the Seller Group has made any change to the terms of engagement of any consultant or independent contractor and no member of the Seller Group has engaged any further independent contractors or consultants;

(q) no member of the Seller Group has initiated, compromised or settled any material litigation or arbitration proceeding;

(r) no event or circumstance has occurred which has had, or would reasonably be likely to have, a Material Adverse Effect; and

(s) no member of the Seller Group has entered into any Contractual Obligation to do any of the things referred to elsewhere in this Section 4.11.

4.12.    Debt; Guarantees . The Disclosure Letter sets forth the details of the principal amount of all outstanding Debts of the Seller Group, including any Inter-Company Debt, as of the Effective Date, the name of the creditor, the maturity date thereof and the collateral, if any, securing such Debt. Except as reflected in the Disclosure Letter and the Half-Yearly Report, there are no Debts owing by the Seller Group, other than Debts which have arisen in the Ordinary Course of Business not in excess of US$35,000. Except as reflected in the Half-Yearly Report, the Seller Group does not have any Liability in respect of a Guarantee of any Liability of any other Person. Neither the execution, delivery or performance of this Agreement or any Ancillary Agreement, nor the consummation of the Contemplated Transactions will give rise, with or without the passage of time, to any default, violation, termination event, call right, put right, acceleration of any payment, repurchase option or other Liability or Lien under any item of Debt.

4.13.    Operating Assets .

(a) Ownership of Assets . The Acquired Group has sole and exclusive, good and marketable title to all of the Assets used in the Business other than the Assigned Agreements and the Retained Agreements. None of the Acquired Assets is subject to any Lien other than Permitted Liens, either before or immediately after giving effect to the Contemplated Transactions.

(b) Required Approvals . The Disclosure Letter sets forth a true, correct and complete list of the identities of any Person whose consent or approval is required and the matter, agreement or contract to which such consent relates, in connection with the Acquisition or the transfer, assignment or conveyance of the Acquired Assets.

(c) Sufficiency of Acquired Assets . The Acquired Assets comprise all of the assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used in or necessary for the conduct of the Business. The Acquired Assets are adequate to conduct the Business. The Excluded Assets do not include any asset, property or right, of any type or description, whether real or personal, tangible or intangible, that is used in or necessary for the conduct of the Business.

4.14.    Real Property . The Acquired Group does not own or use any real property other than the Properties. The Disclosure Letter describes all the Properties and specifies the lessor(s) of such Properties and identifies each lease or any other Contractual Obligation under which such Property is leased.

4.15.    Intellectual Property .

(a) Registered Intellectual Property . The Disclosure Letter contains a complete list of all of the following items of Intellectual Property owned or co-owned by or licensed to the Seller Group and included in the Acquired Assets or used in the Business: (i) Patents, (ii) registered trademarks or service marks, domain names, or applications therefor and unregistered trademarks that are material to the Business, and (iii) registered copyrights ((i), (ii), and (ii), collectively, hereinafter the “ Registered Intellectual Property ”). For every item of Registered Intellectual Property, the Disclosure Letter identifies the owner or co-owners of record and, if different, the beneficial owners of such item and, for items that are licensed to the Seller Group from a Third Party, identifies the Inbound IP Agreements (defined below) under which such item is licensed and whether such license is exclusive or non-exclusive with respect to such item. For each Patent, the Disclosure Letter sets forth the country, title, patent number (if issued), application number, filing date, issue date, inventors, and any continuity relationship (such as continuation, continuation-in-part, divisional) with respect to any other Patent. For each registered trademark or service mark or application therefor, the Disclosure Letter sets forth the country, mark, registration number (if issued), application number, filing date, issue date, and the description of goods or

services covered. For each internet domain na