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required to indemnify our directors to the fullest extent permitted by the Delaware General Corporation Law; (ii) we may, in our discretion, indemnify our officers, employees and agents as
set forth in the Delaware General Corporation Law; (iii) we are required, upon satisfaction of certain conditions, to advance all expenses incurred by our directors in connection with certain
legal proceedings; (iv) the rights conferred in the bylaws are not exclusive; and (v) we are authorized to enter into indemnification agreements with our directors, officers, employees
have entered into agreements with our directors that require us to indemnify them against expenses, judgments, fines, settlements and other amounts that any such person becomes
legally obligated to pay (including with respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may be made a party by reason of the fact
that such person is or was a director or officer of us or any of our affiliates, provided such person acted in good faith and in a manner such person reasonably believed to be in, or not opposed to,
our best interests. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. We intend to enter into similar
indemnification agreements with our executive officers prior to the completion of this offering. At present, no litigation or proceeding is pending that involves any of our directors or officers
regarding which indemnification is sought, nor are we aware of any threatened litigation that may result in claims for indemnification.
maintain a directors' and officers' liability insurance policy. The policy insures directors and officers against unindemnified losses arising from certain wrongful acts in their
capacities as directors and officers and reimburses us for those losses for which we have lawfully indemnified the directors and officers. The policy contains various exclusions.
addition, the underwriting agreement filed as Exhibit 1.1 to this Registration Statement provides for indemnification by the underwriters of us and our officers and directors
for certain liabilities arising under the Securities Act, or otherwise. Our investor rights agreement with certain investors also provides for cross-indemnification in connection with the registration
of our common stock on behalf of such investors.
Item 15. Recent Sales of Unregistered Securities.
Issuances of Capital Stock
The following list sets forth information regarding all unregistered securities sold by us since January 1, 2012 through the
date of the prospectus that forms a part of this registration statement.
January 2012, we issued an aggregate of 2,558,400 shares of our common stock to two investors for no consideration after their equity interest in of
Biolife Cell Bank LLC was converted and an aggregate of 1,705,600 shares of our common stock to one investor at a purchase price of $0.878 per share for an aggregate consideration of
October 2013, we issued an aggregate of 357,800 shares of our common stock to one employee at a purchase price of $0.00000006 per share for an aggregate
consideration of $0.02.
October 2013, we issued an aggregate of 239,894 shares of our common stock to two collaborators pursuant to a licensing agreement dated October 9,
2013 with Nationwide Children's Hospital, as amended (the "Nationwide License").
January 2014, we issued an aggregate of 1,691,588 shares of our common stock to one consultant and current director at a purchase price of $0.0001 per
share for an aggregate consideration of $169.12 and an aggregate of 15,000 shares of our common