ICEL / Cellular Dynamics International, Inc. - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

Cellular Dynamics International, Inc.
US
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CIK 1482080
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Cellular Dynamics International, Inc.
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
May 11, 2015 15-12B

ICEL 15-12B

15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36021 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of regist

May 8, 2015 S-8 POS

ICEL S-8 POS

S-8 POS 1 d923487ds8pos.htm S-8 POS As filed with the Securities and Exchange Commission on May 8, 2015 Registration No. 333-190460 Registration No. 333-195252 Registration No. 333-201519 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-190460 Post-Effective Amendment No. 1 to Form S-8 Registration Sta

May 8, 2015 S-8 POS

ICEL S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 8, 2015 Registration No.

May 8, 2015 POS AM

ICEL POS AM

POS AM As filed with the Securities and Exchange Commission on May 8, 2015 Registration No.

May 8, 2015 S-8 POS

ICEL S-8 POS

S-8 POS As filed with the Securities and Exchange Commission on May 8, 2015 Registration No.

May 1, 2015 SC 13D/A

ICEL / Cellular Dynamics International, Inc. / Sixth Floor Investors Lp - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)* Cellular Dynamics International, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securiti

May 1, 2015 EX-3.1

SEVENTH AMENDED AND RESTATED ARTICLES OF INCORPORATION CELLULAR DYNAMICS INTERNATIONAL, INC.

Exhibit 3.1 SEVENTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CELLULAR DYNAMICS INTERNATIONAL, INC. Pursuant to Section 180.1007 of the Wisconsin Statutes, these Seventh Amended and Restated Articles of Incorporation shall supersede and take the place of the heretofore existing Sixth Amended and Restated Articles of Incorporation of Cellular Dynamics International, Inc. (the “Corporation”)

May 1, 2015 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2015 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin 001-36021 26-1737267 (State or other jurisdiction of incorpor

May 1, 2015 EX-3.2

BY-LAWS CELLULAR DYNAMICS INTERNATIONAL, INC. REFERENCE TABLE BY-LAWS OF CELLULAR DYNAMICS INTERNATIONAL, INC. Section Subject Matter Page ARTICLE I OFFICES Section 1.01 Principal and Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II SHA

EX-3.2 3 d920055dex32.htm EX-3.2 Exhibit 3.2 BY-LAWS OF CELLULAR DYNAMICS INTERNATIONAL, INC. REFERENCE TABLE BY-LAWS OF CELLULAR DYNAMICS INTERNATIONAL, INC. Section Subject Matter Page ARTICLE I OFFICES Section 1.01 Principal and Business Offices 1 Section 1.02 Registered Office 1 ARTICLE II SHAREHOLDERS Section 2.01 Annual Meeting 1 Section 2.02 Special Meeting 1 Section 2.03 Place of Meeting 2

May 1, 2015 SC 14D9/A

ICEL SC 14D9/A

2015 05 01 SC14D9 Amendment 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

April 30, 2015 10-K/A

Annual Report - 10-K/A

CDI 10K/A 2014 12 31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 23, 2015 SC 14D9/A

ICEL SC 14D9/A

2015 04 22 SC14D9 Amendment 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

April 13, 2015 SC 14D9/A

ICEL SC 14D9/A

2015 04 13 Amendment to 14D9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Amendment No.

April 3, 2015 EX-99

EX-99

EXHIBIT 99 FORM 3 JOINT FILER INFORMATION Name: FUJIFILM Corporation Address: 7-3 Akasaka 9-chome, Minato-ku, Tokyo 107-0052, Japan Name: FUJIFILM Holdings America Corporation Address: 200 Summit Lake Drive, Valhalla, New York, 10595-1356 Name: Badger Acquisition Corporation Address: 200 Summit Lake Drive, Valhalla, New York, 10595-1356

April 3, 2015 SC 14D9

ICEL SC 14D9

SC 14D9 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CELLULAR DYNAMICS INTERNATIONAL, INC.

April 3, 2015 SC 13D

ICEL / Cellular Dynamics International, Inc. / Fujifilm Holdings Corp - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Cellular Dynamics International, Inc. (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 15117V109 (CUSIP Number) Corporate Planning Div. Corporate Planning Group FUJIFILM Holdings Corporation 7-3 Akasaka 9-chome, Minato-ku Tok

April 3, 2015 EX-99.(E)(9)

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 November 18, 2013

EX-99.(E)(9) 2 d898720dex99e9.htm EX-99.(E)(9) Exhibit (e)(9) Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 November 18, 2013 Ms. Anna M. Geyso 2715 Marshall Court, Apt. 428 Madison, WI 53705 Dear Ms. Geyso: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of yo

March 31, 2015 SC 13D/A

ICEL / Cellular Dynamics International, Inc. / Palay Robert J - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Cellular Dynamics International, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 15117V109 (CUSIP Number) Thomas M. Palay Cellular Dynamics International, Inc. 525 Science Drive Madison, Wisconsin 53711 (608) 310-5100 Cop

March 30, 2015 EX-10.1

TENDER AND SUPPORT AGREEMENT

Exhibit 10.1 Form of Tender and Support Agreement TENDER AND SUPPORT AGREEMENT This Tender and Support Agreement (this ? Agreement ?), is dated as of March 30, 2015, by and between FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (? Parent ?), Badger Acquisition Corporation, a Wisconsin corporation and wholly-owned subsidiary of Parent (?Sub?), and that certain stockh

March 30, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER FUJIFILM HOLDINGS CORPORATION, BADGER ACQUISITION CORPORATION CELLULAR DYNAMICS INTERNATIONAL, INC. Dated as of March 30, 2015 TABLE OF CONTENTS ARTICLE I THE OFFER AND THE MERGER Section 1.01 The Offer...................

EX-2.1 2 exhibit21agreementandplano.htm EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER among FUJIFILM HOLDINGS CORPORATION, BADGER ACQUISITION CORPORATION and CELLULAR DYNAMICS INTERNATIONAL, INC. Dated as of March 30, 2015 TABLE OF CONTENTS ARTICLE I THE OFFER AND THE MERGER Section 1.01 The Offer........................................................................................................ 2

March 30, 2015 SC14D9C

ICEL SC14D9C

March 30 Cover UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14D-9 (Rule 14d-101) SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 CELLULAR DYNAMICS INTERNATIONAL, INC.

March 30, 2015 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

2015 03 30 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2015 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-

March 30, 2015 EX-10.2

PROMISSORY NOTE

EX-10.2 4 exhibit102promissorynote.htm EXHIBIT 10.2 PROMISSORY NOTE Principal sum: $ 12,100,000 Effective Date: March 30, 2015 FOR VALUE RECEIVED, Cellular Dynamics International, Inc., a Wisconsin corporation ("Maker"), hereby promises to pay to the order of FUJIFILM Holdings America Corporation, a Delaware corporation ("Payee"), the principal amount of TWELVE MILLION ONE HUNDRED THOUSAND AND 00/

March 30, 2015 EX-99.1

Fujifilm Holdings to Acquire Cellular Dynamics International, Inc.

EX-99.1 5 exhibit991pressreleaseofce.htm EXHIBIT 99.1 Fujifilm Holdings to Acquire Cellular Dynamics International, Inc. Tokyo / Madison, Wisconsin - March 30, 2015 - FUJIFILM Holdings Corporation (President: Shigehiro Nakajima, TSE: 4901) (“Fujifilm”) and Cellular Dynamics International, Inc. (CEO: Robert J. Palay, NASDAQ: ICEL) (“CDI”), a leading developer and manufacturer of fully functioning h

March 5, 2015 10-K

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36021 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of regist

March 5, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

2014 12 31 8K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 5, 2015 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-3

March 5, 2015 EX-24.1

POWER OF ATTORNEY (Annual Report on Form 10-K)

POWER OF ATTORNEY (Annual Report on Form 10-K) Each of the undersigned directors of Cellular Dynamics International, Inc.

March 5, 2015 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

EX-99.1 2 a201412318kpressreleaseexh.htm EXHIBIT 99.1 Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics International Reports Fourth Quarter and Fiscal Year 2014 Financial Results MADISON, WIS., March 5, 2015 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), a developer and producer of fully func

March 5, 2015 EX-10.29

EX-10.29

February 24, 2015 EX-99

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at Cowen and Company 35th Annual Health Care Conference MADISON, WIS., February 23, 2015 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL) today announced that Chief Executive Officer Bob Palay is scheduled to present at the Cowen and Co

February 24, 2015 SC 13G/A

ICEL / Cellular Dynamics International, Inc. / Thomson James A - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* CELLULAR DYNAMICS INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 15117V109 (CUSIP Number) March 6, 2014 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

February 24, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2015 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Comm

February 4, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 3, 2015 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commi

February 4, 2015 EX-99

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at Leerink Global Healthcare Conference MADISON, WIS., February 3, 2015 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL) today announced that Chief Executive Officer Bob Palay is scheduled to present at the Leerink Global Healthcare Con

January 14, 2015 EX-24.1

POWER OF ATTORNEY (Registration Statement on Form S-8)

POWER OF ATTORNEY (Registration Statement on Form S-8) Each of the undersigned directors of Cellular Dynamics International, Inc.

January 14, 2015 S-8

ICEL / Cellular Dynamics International, Inc. S-8 - - S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Charter) Wisconsin (State of Incorporation) 26-1737267 (I.R.S. Employer Identification No.) Cellular Dynamics International, Inc. 525 Science Drive Madison, Wisconsin 53711 (608) 310-

January 13, 2015 8-K/A

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2015 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporatio

January 13, 2015 EX-10.1.1

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 January 9, 2015

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 January 9, 2015 Mr. Timothy D. Daley 4126 Meyer Avenue Madison, WI 53711 Dear Mr. Daley: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will amend and restate terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Co

January 13, 2015 EX-99

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at 33rd Annual J.P. Morgan Healthcare Conference MADISON, WIS., Jan. 8, 2015 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), today announced that Chief Executive Officer Bob Palay is scheduled to present at the 33rd Annual J.P. Morgan

January 13, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 9, 2015 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commis

January 9, 2015 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at 33rd Annual J.P. Morgan Healthcare Conference MADISON, WIS., Jan. 8, 2015 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), today announced that Chief Executive Officer Bob Palay is scheduled to present at the 33rd Annual J.P. Morgan

January 9, 2015 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2015 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commis

December 1, 2014 EX-99

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

EX-99 2 a20141201pressreleaseexhib.htm EXHIBIT Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at the Piper Jaffray 26th Annual Healthcare Conference MADISON, WIS., December 1, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL) today announced that Chief Operating Officer Emile Nu

December 1, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commi

November 12, 2014 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Susan A. Willetts Joins Cellular Dynamics’ Board of Directors MADISON, WIS., November 12, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq: ICEL), today announced that Susan A. Willetts was elected to the company’s board of directors, effective November 6, 2014. Ms.

November 12, 2014 8-K

Termination of a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commi

November 12, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a201411128k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incor

November 10, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 cdi8k20140930.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 10, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of in

November 10, 2014 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics International Reports Third Quarter 2014 Financial Results MADISON, WIS., November 10, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), a developer and manufacturer of fully functioning human cells in industrial quantities to precise specifi

September 2, 2014 EX-4.5

CELLULAR DYNAMICS INTERNATIONAL, INC. FORM OF ARTICLES OF AMENDMENT REGARDING DESIGNATION AND AUTHORIZATION OF PREFERRED STOCK

EX-4.5 2 exhibit45formofarticlesofa.htm EXHIBIT 4.5 EXHIBIT 4.5 CELLULAR DYNAMICS INTERNATIONAL, INC. FORM OF ARTICLES OF AMENDMENT REGARDING DESIGNATION AND AUTHORIZATION OF PREFERRED STOCK Pursuant to Section 180.0602 of the Wisconsin Business Corporation Law, Cellular Dynamics International, Inc., a corporation organized and existing under the Wisconsin Business Corporation Law (the “Company”),

September 2, 2014 EX-4.7

FORM OF WARRANT

Exhibit 4.7 FORM OF WARRANT Warrant Shares: Initial Exercise Date: , 20 THIS WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on (the “

September 2, 2014 EX-4.8

CELLULAR DYNAMICS INTERNATIONAL, INC. ________________________________, as Trustee Dated as of _______________ Providing for the Issuance of Senior Securities

Exhibit 4.8 CELLULAR DYNAMICS INTERNATIONAL, INC. and , as Trustee INDENTURE Dated as of Providing for the Issuance of Senior Securities Exhibit 4.8 CELLULAR DYNAMICS INTERNATIONAL, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of Trust Indenture Act Section Indenture Section § 310 (a)(1) 609 (a)(2) 609 (a)(3) Not Applicable (a)(4) Not Applicable (a)(5) 60

September 2, 2014 EX-4.9

CELLULAR DYNAMICS INTERNATIONAL, INC. _____________________________________, as Trustee Dated as of _______________ Providing for the Issuance of Subordinated Securities

EX-4.9 6 exhibit49formofsubordinate.htm EXHIBIT 4.9 Exhibit 4.9 CELLULAR DYNAMICS INTERNATIONAL, INC. and , as Trustee INDENTURE Dated as of Providing for the Issuance of Subordinated Securities Exhibit 4.9 CELLULAR DYNAMICS INTERNATIONAL, INC. Reconciliation and tie between Trust Indenture Act of 1939 and Indenture, dated as of Trust Indenture Act Section Indenture Section § 310 (a)(1) 609 (a)(2)

September 2, 2014 EX-24.1

POWER OF ATTORNEY (Registration Statement on Form S-3)

POWER OF ATTORNEY (Registration Statement on Form S-3) Each of the undersigned directors of Cellular Dynamics International, Inc.

September 2, 2014 EX-4.6

CELLULAR DYNAMICS INTERNATIONAL, INC. (a Wisconsin corporation)

EXHIBIT 4.6 CUSIP No. No. Shares CELLULAR DYNAMICS INTERNATIONAL, INC. (a Wisconsin corporation) This certifies that is the owner and registered holder of Shares of Series Preferred Stock, par value $0.01 per share, transferable only on the books of the corporation by the holder hereof in person or by duly authorized attorney upon surrender of this certificate properly endorsed. IN WITNESS WHEREOF

September 2, 2014 S-3

ICEL / Cellular Dynamics International, Inc. S-3 - - S-3

As filed with the Securities and Exchange Commission on September 2, 2014. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S‑3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation or organization)

August 11, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commis

August 11, 2014 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics International Reports Second Quarter 2014 Financial Results MADISON, WIS., August 11, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), a developer and manufacturer of fully functioning human cells in industrial quantities to precise specific

July 15, 2014 EX-10.2

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT This Option Agreement, entered into as of July 10, 2014 (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and Timothy D. Daley (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2013 Equity Incentive

July 15, 2014 EX-10.1

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 July 10, 2013

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 July 10, 2013 Mr. Timothy D. Daley 4126 Meyer Avenue Madison, WI 53711 Dear Mr. Daley: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”). The

July 15, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commissi

July 1, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commissi

June 4, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 4, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commissio

June 4, 2014 EX-10.1

AMENDMENT To The ELI LILLY AND COMPANY & CELLULAR DYNAMICS INTERNATIONAL INC Master Laboratory Services Agreement

AMENDMENT To The ELI LILLY AND COMPANY & CELLULAR DYNAMICS INTERNATIONAL INC Master Laboratory Services Agreement Amendment Number: ONE (1) WHEREAS, Eli Lilly and Company (Lilly) and Cellular Dynamics International Inc (CDI) desire to amend the Master Laboratory Services Agreement effective November 22, 2010 (the “Agreement”) WHEREAS, each party acknowledges that it has read this Amendment and agrees to be bound by its terms and conditions; NOW, THEREFORE, in consideration of these premises and the mutual promises set forth herein, the parties hereby agree as follows 1.

May 21, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commissio

May 21, 2014 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at Jefferies 2014 Global Healthcare Conference MADISON, WIS., May 21, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), a developer and manufacturer of fully functioning human cells in industrial quantities to precise specification

May 7, 2014 EX-99

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at Bank of America Merrill Lynch 2014 Health Care Conference MADISON, WIS., May 7, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL) today announced that Chief Executive Officer Bob Palay will present at the Bank of America Merrill

May 7, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commission

May 5, 2014 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics International Reports First Quarter 2014 Financial Results MADISON, WIS., May 5, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), a developer and manufacturer of fully functioning human cells in industrial quantities to precise specification

May 5, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commission

May 2, 2014 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commission

April 14, 2014 EX-24.1

POWER OF ATTORNEY (Registration Statement on Form S-8)

Exhibit 24.1 POWER OF ATTORNEY (Registration Statement on Form S-8) Each of the undersigned directors of Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), designates each of Robert J. Palay, Thomas M. Palay, Ph.D., David S. Snyder and Anna M. Geyso, with the power of substitution and resubstitution, as the undersigned’s true and lawful attorney-in-fact for the undersi

April 14, 2014 S-8

- S-8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under the Securities Act of 1933 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Charter) Wisconsin (State of Incorporation) 26-1737267 (I.R.S. Employer Identification No.) Cellular Dynamics International, Inc. 525 Science Drive Madison, Wisconsin 53711 (608) 310-

March 19, 2014 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at Regen Med Investor Day March 26 in New York MADISON, WIS., March 19, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL) today announced that Chief Executive Officer Bob Palay will present at the 2nd Annual Regen Med Investor Day t

March 19, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commiss

March 19, 2014 DEF 14A

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule

March 11, 2014 10-K/A

ICEL 10-K/A (Annual Report)

CDI 10K 2013 12 31 Amended UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 10, 2014 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics International Reports Fourth Quarter and Fiscal Year 2013 Financial Results MADISON, WIS., March 10, 2014 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), a developer and manufacturer of fully functioning human cells in industrial quantities to p

March 10, 2014 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 10, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commiss

March 10, 2014 10-K

ICEL 10-K (Annual Report)

CDI 10K 2013 12 31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2014 SC 13G/A

ICEL / Cellular Dynamics International, Inc. / Park West Asset Management LLC - CELLULAR 13G AM 1 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* CELLULAR DYNAMICS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 15117V109 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

February 14, 2014 SC 13G

ICEL / Cellular Dynamics International, Inc. / Thomson James A - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* CELLULAR DYNAMICS INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 15117V109 (CUSIP Number) December 31, 2013 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

January 24, 2014 EX-10.1

SIXTH FLOOR INVESTORS LP 3555 TIMMONS LANE, SUITE 800 HOUSTON, TEXAS 77027

Exhibit 10.1 SIXTH FLOOR INVESTORS LP 3555 TIMMONS LANE, SUITE 800 HOUSTON, TEXAS 77027 Robert J. Palay Chairman of the Board and Chief Executive Officer Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 January 23, 2014 Dear Bob, Pursuant to the Letter Agreement dated July 15, 2013 (“Letter Agreement”) between Cellular Dynamics Internati

January 24, 2014 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Financial Statements and Exhibits - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commi

January 24, 2014 EX-99.F

3555 TIMMONS LANE, SUITE 800 HOUSTON, TEXAS 77027

EX-99.F Exhibit F 3555 TIMMONS LANE, SUITE 800 HOUSTON, TEXAS 77027 Robert J. Palay Chairman of the Board and Chief Executive Officer Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 January 23, 2014 Dear Bob, Pursuant to the Letter Agreement dated July 15, 2013 (“Letter Agreement”) between Cellular Dynamics International, Inc. (the “Com

January 24, 2014 SC 13D/A

ICEL / Cellular Dynamics International, Inc. / Sixth Floor Investors Lp - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* Cellular Dynamics International, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of

January 23, 2014 SC 13D/A

ICEL / Cellular Dynamics International, Inc. / Palay Robert J - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Cellular Dynamics International, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 15117V109 (CUSIP Number) Thomas M. Palay Cellular Dynamics International, Inc. 525 Science Drive Madison, Wisconsin 53711 (608) 310-5100 Cop

January 23, 2014 SC 13G

ICEL / Cellular Dynamics International, Inc. / Hampshire Trust LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CELLULAR DYNAMICS INTERNATIONAL, INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 15117V109 (CUSIP Number) January 21, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

January 10, 2014 EX-99.1

Cellular Dynamics to Present at 32nd Annual J.P. Morgan Healthcare Conference

EXHIBIT 99.1 Exhibit 99.1 Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics to Present at 32nd Annual J.P. Morgan Healthcare Conference MADISON, WIS., Jan. 10, 2014 – Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), today announced that Chief Executive Officer Bob Palay is scheduled to present at

January 10, 2014 8-K

Regulation FD Disclosure, Financial Statements and Exhibits -

CELLULAR DYNAMICS INTERNATIONAL, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2014 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdict

December 27, 2013 8-K

Entry into a Material Definitive Agreement -

CELLULAR DYNAMICS INTERNATIONAL, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2013 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdic

November 13, 2013 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics International Reports Third Quarter 2013 Financial Results Revenues More Than Double MADISON, WIS., November 12, 2013 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), a developer and manufacturer of fully functioning human cells in industrial qua

November 13, 2013 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2013 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporat

November 12, 2013 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics International Reports Third Quarter 2013 Financial Results Revenues More Than Double MADISON, WIS., November 12, 2013 - Cellular Dynamics International, Inc. (CDI; Nasdaq:ICEL), a developer and manufacturer of fully functioning human cells in industrial qua

November 12, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2013 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Comm

November 4, 2013 EX-10.2

SIGN AND RETURN ALL PAGES TO CIRM ID1-06557 NOTICE OF GRANT AWARD – RFA 12-03: CIRM hiPSC Derivation Award California Institute for Regenerative Medicine

Exhibit 10.2 SIGN AND RETURN ALL PAGES TO CIRM ID1-06557 NOTICE OF GRANT AWARD – RFA 12-03: CIRM hiPSC Derivation Award California Institute for Regenerative Medicine Issue Date: XXXXX Grant Number: ID1-06557 Project Period Start: 11/1/2013 Grantee Name: Cellular Dynamics International Project Period End: (****) Grantee ID: PR-Y0029A-SF Budget Period: Annual as of 11/1/2013 Principal Investigator:

November 4, 2013 EX-10.1

iPSC Derivation Agreement

EX-10.1 2 exh101.htm IPSC DERIVATION AGREEMENT Exhibit 10.1 iPSC Derivation Agreement This iPSC Derivation Agreement (“Agreement”) is entered into on this 28th day of October 2013 (the “Effective Date”) by and between the California Institute for Regenerative Medicine (“CIRM”) having as its address 210 King Street 3rd Floor, San Francisco, California and Cellular Dynamics International, Inc. (“CDI

November 4, 2013 EX-99.1

Cellular Dynamics Receives Formal Notice of Grant Award (NGA) for $16 Million Stem Cell Banking Project NGA Signifies Entry into a Definitive Agreement and Initiation of Funding

EX-99.1 4 exh991.htm PRESS RELEASE Exhibit 99.1 Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics Receives Formal Notice of Grant Award (NGA) for $16 Million Stem Cell Banking Project NGA Signifies Entry into a Definitive Agreement and Initiation of Funding MADISON, WIS., November 4, 2013 — Cellular Dynami

November 4, 2013 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2013 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commi

August 29, 2013 EX-99.1

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com

Cellular Dynamics International, Inc. 525 Science Drive Madison, WI 53711 USA www.cellulardynamics.com FOR IMMEDIATE RELEASE Cellular Dynamics International Reports Second Quarter 2013 Financial Results MADISON, WIS., August 29, 2013 - Cellular Dynamics International, Inc. (Nasdaq:ICEL), a leading developer and manufacturer of fully functioning human cells in industrial quantities to precise speci

August 29, 2013 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 29, 2013 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commis

August 12, 2013 SC 13D

ICEL / Cellular Dynamics International, Inc. / Palay Robert J - SC 13D Activist Investment

SC 13D 1 cdischedule13d.htm SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Cellular Dynamics International, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 15117V109 (CUSIP Number) Thomas M. Palay Cellular Dynamics International, Inc. 525 Science Drive Madison,

August 9, 2013 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2013 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Wisconsin (State or other jurisdiction of incorporation) 001-36021 (Commiss

August 8, 2013 S-8

- S-8

As filed with the Securities and Exchange Commission on August 7, 2013 Registration No.

August 8, 2013 EX-10.10

2013 EQUITY INCENTIVE PLAN CELLULAR DYNAMICS INTERNATIONAL, INC.

2013 EQUITY INCENTIVE PLAN OF CELLULAR DYNAMICS INTERNATIONAL, INC. 1. PURPOSE The purpose of the Plan is to provide compensation alternatives for certain Employees, Directors and Consultants using or based on the common stock of the Company. These alternatives are intended to be used as a means to attract and retain superior Employees, Directors and Consultants, to provide a stronger incentive fo

August 5, 2013 SC 13D

ICEL / Cellular Dynamics International, Inc. / Sixth Floor Investors Lp - SC 13D Activist Investment

SC 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 204.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Cellular Dynamics International, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Se

August 5, 2013 EX-99.(C)

LOCK-UP AGREEMENT

EX-C Exhibit C LOCK-UP AGREEMENT June 17, 2013 J. P. MORGAN SECURITIES LLC As Representative of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o J. P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 Re: Cellular Dynamics International, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representative of

August 5, 2013 EX-99.(E)

TRANCHE 1 WARRANT To Purchase Series B Preferred Stock of CELLULAR DYNAMICS INTERNATIONAL, INC., a Wisconsin corporation

EX-E Exhibit E THIS WARRANT AND ANY SHARES OF SERIES B PREFERRED STOCK ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

August 5, 2013 SC 13G

ICEL / Cellular Dynamics International, Inc. / Park West Asset Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CELLULAR DYNAMICS INTERNATIONAL, INC. (Name of Issuer) COMMON STOCK, $0.0001 PAR VALUE PER SHARE (Title of Class of Securities) 15117V109 (CUSIP Number) July 25, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

August 5, 2013 EX-99.(A)

JOINT FILING AGREEMENT

EX-A Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, $0.

July 31, 2013 SC 13D

ICEL / Cellular Dynamics International, Inc. / Egi-fund (11-13) Investors, L.l.c. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Cellular Dynamics International, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 15117V109 (CUSIP Number) Jonathan D. Wasserman, Esq. Equity Group Investments 2 North Riverside Plaza, Suite 600 Chicago, Illinois

July 26, 2013 424B4

Sole book–running manager J.P. Morgan Cowen and Company Leerink Swann

424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-189049 Prospectus 3,846,000 shares Common stock This is the initial public offering of common stock by Cellular Dynamics International, Inc. We are offering 3,846,000 shares of common stock pursuant to this prospectus. No public market currently exists for our common stock. Our common stock has been approved for listing

July 23, 2013 8-A12B

-

As filed with the Securities and Exchange Commission on July 23, 2013 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 22, 2013 CORRESP

-

Cellular Dynamics International, Inc. 525 Science Drive Madison, Wisconsin 53711 July 22, 2013 VIA EDGAR United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, D.C. 20549 RE: Cellular Dynamics International, Inc. Registration Statement on Form S-1 File No. 333-189049 Ladies and Gentlemen: In accordance with Rule 461 of Regulation C under the Sec

July 19, 2013 EX-10.56

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 July 15, 2013

EX-10.56 Exhibit 10.56 Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 July 15, 2013 Sixth Floor Investors LP 3555 Timmons Lane, Suite 800 Houston, TX 77027 Dear Sixth Floor Investors: Following the termination of the Fifth Amended and Restated Shareholders Agreement, dated as of November 1, 2012, by and among Cellular Dynamics Internat

July 19, 2013 S-1/A

- AMENDMENT NO. 3 TO FORM S-1

Table of Contents As filed with the Securities and Exchange Commission on July 19, 2013.

July 19, 2013 FWP

CELLULAR DYNAMICS INTERNATIONAL, INC. FREE WRITING PROSPECTUS

Free Writing Prospectus Filed pursuant to Rule 433 Issuer Free Writing Prospectus dated July 19, 2013 Relating to Revised Preliminary Prospectus issued July 19, 2013 Registration Statement No.

July 10, 2013 S-1/A

- AMENDMENT NO. 2 TO FORM S-1

Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on July 9, 2013. Registration No. 333-189049 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Wiscons

July 10, 2013 EX-3.1

SIXTH AMENDED AND RESTATED ARTICLES OF INCORPORATION CELLULAR DYNAMICS INTERNATIONAL, INC.

EX-3.1 Exhibit 3.1 SIXTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CELLULAR DYNAMICS INTERNATIONAL, INC. These Sixth Amended and Restated Articles of Incorporation shall supersede and replace the heretofore existing Fifth Amended and Restated Articles of Incorporation of Cellular Dynamics International, Inc., a Wisconsin corporation organized under Chapter 180 of the Wisconsin Statutes (th

July 10, 2013 CORRESP

-

Correspondence July 9, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 3, 2013 CORRESP

-

July 3, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 3, 2013 CORRESP

-

July 3, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

July 1, 2013 EX-1.1

UNDERWRITING AGREEMENT CELLULAR DYNAMICS INTERNATIONAL, INC. [●] Shares of Common Stock Underwriting Agreement

UNDERWRITING AGREEMENT CELLULAR DYNAMICS INTERNATIONAL, INC. [●] Shares of Common Stock Underwriting Agreement [●], 2013 J. P. Morgan Securities LLC As Representative of the several Underwriters listed in Schedule 1 hereto c/o J. P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Ladies and Gentlemen: Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”),

July 1, 2013 EX-10.55

CREDIT AGREEMENT dated as of June 27, 2013 CELLULAR DYNAMICS INTERNATIONAL, INC., as the Company THE VARIOUS LENDERS PARTY HERETO, as Lenders, SIXTH FLOOR INVESTORS LP, as the Administrative Agent

EX-10.55 4 a1055creditagreement.htm EXHIBIT 10.55 EXECUTION VERSION CREDIT AGREEMENT dated as of June 27, 2013 among CELLULAR DYNAMICS INTERNATIONAL, INC., as the Company THE VARIOUS LENDERS PARTY HERETO, as Lenders, and SIXTH FLOOR INVESTORS LP, as the Administrative Agent TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 1.1 Definitions 1 1.2 Other Interpretive Provision 15 ARTICLE II COMMITMENTS O

July 1, 2013 S-1/A

- S-1/A

As filed with the Securities and Exchange Commission on July 1, 2013. Registration No. 333-189049 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Wisconsin 2836 26-1737267 (State or Other Jurisdictio

July 1, 2013 EX-3.1

SIXTH AMENDED AND RESTATED ARTICLES OF INCORPORATION CELLULAR DYNAMICS INTERNATIONAL, INC.

SIXTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CELLULAR DYNAMICS INTERNATIONAL, INC.

June 13, 2013 CORRESP

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June 13, 2013 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 3, 2013 EX-10.38

First Amendment to Supply and Distribution Agreement

EXECUTION COPY First Amendment to Supply and Distribution Agreement This First Amendment to the Supply and Distribution Agreement (“First Amendment”) is made as of February 27, 2013 (“First Amendment Effective Date”) by and between Life Technologies Corporation, a Delaware corporation with offices at 5791 Van Allen Way, Carlsbad, CA 92008 (“LTC”) and Cellular Dynamics International, Inc.

June 3, 2013 EX-10.47

Non-Employee Director Compensation Policy for Cellular Dynamics International, Inc. (Adopted May 7, 2013, effective for Director service as of January 1, 2013)

Non-Employee Director Compensation Policy for Cellular Dynamics International, Inc.

June 3, 2013 EX-10.54

AMENDMENT TO LEASE AGREEMENT

AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT ("Amendment") is made as of May 6, 2013 (the “Effective Date”), by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as "Landlord"), and CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-10.2

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT This Option Agreement, entered into as of , 20 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and «NAME» (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Compa

June 3, 2013 EX-4.1

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begin 644 a41stockcertificate.pdf M)5!$1BTQ+C0-"B7CXL3#0HE94-O<'DM,2XP#0H-"B4@4&%G92!$97-C7!E("]086=E MG)E4WI.5&-Z:V,Y9"(/@T*/'@Z>&UP M;65T82!X;6QN#IX;7!T:STB061O8F4@ M6$U0($-O&UL;G,Z"UD969A=6QT(CY. M=6%N8V4@0V]M;75N:6-A=&EO;G,L($EN8RX\+W)D9CIL:3X-"B`@("`@("`@ M("`@(#PO&UL;G,Z>&%P/2)H='1P.B\O;G,N861O M8F4N8V]M+WAA<"\Q+C`O(CX-"B`@("`@("`@(#QX87`Z0W)E871O&%P.DUO9&EF>41A=&4^,C`Q,RTP-2TP-U0Q,SHT-3HT M

June 3, 2013 EX-10.33

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 October 18, 2010

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 October 18, 2010 Dr. James A. Thomson 3420 Genetics-Biotechnology Center Bldg. 425 Henry Mall Madison, WI 53706 Dear Jamie: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions upon which you will be employed by Cellular

June 3, 2013 EX-3.1

SIXTH AMENDED AND RESTATED ARTICLES OF INCORPORATION CELLULAR DYNAMICS INTERNATIONAL, INC.

SIXTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-10.14

BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE CELLULAR DYNAMICS INTERNATIONAL, INC.

GRANT AGREEMENT BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE AND CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-3.2

AMENDED AND RESTATED BYLAWS CELLULAR DYNAMICS INTERNATIONAL, INC. (as of ●, 2013) ARTICLE I. OFFICES

AMENDED AND RESTATED BYLAWS OF CELLULAR DYNAMICS INTERNATIONAL, INC. (as of ●, 2013) ARTICLE I. OFFICES SECTION 1.1. Principal and Other Offices. The principal office of the Corporation shall be located at any place either within or outside the State of Wisconsin as designated in the Corporation’s most current Annual Report filed with the Wisconsin Department of Financial Institutions. The Corpora

June 3, 2013 EX-10.5

2008 EQUITY INCENTIVE PLAN CELLULAR DYNAMICS INTERNATIONAL, INC. (formerly known as iPS CELLS, INC.) (Amended and restated July, 2009; further amended January, 2010; further amended April, 2011; further amended October, 2012) PURPOSE OF THE PLAN

2008 EQUITY INCENTIVE PLAN OF CELLULAR DYNAMICS INTERNATIONAL, INC. (formerly known as iPS CELLS, INC.) (Amended and restated July, 2009; further amended January, 2010; further amended April, 2011; further amended October, 2012) PURPOSE OF THE PLAN The purpose of the Plan is to provide for compensation alternatives for certain Employees, Directors and Consultants using or based on the common stock

June 3, 2013 EX-10.49

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) between Cellular Dynamics International, Inc.

June 3, 2013 EX-10.48

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 May 7, 2013

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 May 7, 2013 Dr. James A. Thomson 3420 Genetics-Biotechnology Center Bldg. 425 Henry Mall Madison, WI 53706 Dear Jamie: As you know, you and Cellular Dynamics International, Inc. (the “Company”) are parties to a Consulting Agreement dated December 19, 2008 (the “Consulting Agreement”), the

June 3, 2013 EX-10.42

Master Laboratory Services Agreement

Master Laboratory Services Agreement Introduction and Scope Section 1. Parties; Defined Terms 1.1 This is an agreement between Eli Lilly and Company, an Indiana corporation (“Lilly”) and Cellular Dynamics International Inc., having its principal place of business at University Research Park, 525 Science Drive, Suite 200, Madison, WI 53711 (“CDI”). 1.2 Other capitalized terms are defined in Exhibit

June 3, 2013 EX-10.35

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT This Option Agreement, entered into as of December 20, 2011 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and James Thomson (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as se

June 3, 2013 EX-10.1

CELLULAR DYNAMICS INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT This Option Agreement, entered into as of , 20 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and «NAME» (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’

June 3, 2013 EX-10.50

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

Palay Form of Option Agreement CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT This Option Agreement, entered into as of (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and [NAME] (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2013 Equity In

June 3, 2013 EX-10.46

CELLULAR DYNAMICS INTERNATIONAL, INC. ANNUAL INCENTIVE CASH COMPENSATION PLAN Adopted May 7, 2013 Effective for Annual Incentive Awards made for Plan Years beginning on or after January 1, 2013 ARTICLE I Establishment and Purpose of Plan

CELLULAR DYNAMICS INTERNATIONAL, INC. ANNUAL INCENTIVE CASH COMPENSATION PLAN Adopted May 7, 2013 Effective for Annual Incentive Awards made for Plan Years beginning on or after January 1, 2013 ARTICLE I Establishment and Purpose of Plan 1.1 Establishment of Plan. This Cellular Dynamics International, Inc. Annual Incentive Cash Compensation Plan (the “Plan”) is hereby established by Cellular Dynam

June 3, 2013 EX-10.15

GRANT BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE STEM CELL PRODUCTS, INC.

CONTRACT TMG #FY07-17074 GRANT AGREEMENT BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE AND STEM CELL PRODUCTS, INC.

June 3, 2013 EX-10.21

AMENDMENT TO LEASE AGREEMENT

Tracking ID: UResearchPK AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made as of May 15, 2010 (the “Effective Date”), by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-10.9

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 11, 2008

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 11, 2008 Mr. Robert Palay 820 Fox Hunt Trail Deerfield, IL 60015 Dear Mr. Palay: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”).

June 3, 2013 EX-10.8

Consulting Agreement

Consulting Agreement This Consulting Agreement, effective as of the 19th day of December, 2008, is made by and between Cellular Dynamics International, Inc.

June 3, 2013 EX-10.7

Consulting Agreement

Consulting Agreement This Consulting Agreement, effective as of the 19th day of December, 2008, is made by and between Cellular Dynamics International, Inc.

June 3, 2013 EX-10.41

LICENSE AGREEMENT

WARF Agreement #: 11-00206 LICENSE AGREEMENT This Agreement is made effective the 6th day of June, 2012 ("Effective Date"), by and between the Wisconsin Alumni Research Foundation ("WARF"), a nonprofit Wisconsin corporation, and Cellular Dynamics International, Inc.

June 3, 2013 EX-10.39

Non-Exclusive License Agreement

Non-Exclusive License Agreement This Agreement is made effective as of May 6, 2010 (“Effective Date”) by and between iPS Academia Japan, Inc.

June 3, 2013 EX-10.34

PATENT ASSIGNMENT

PATENT ASSIGNMENT WHEREAS, James A. Thomson, a U.S. citizen residing in Wisconsin (the “Assignor”), jointly with another co-inventor, owns all right, title, and interest in and to the patent applications listed in the attached Schedule A (the “Assigned Patents”); WHEREAS, Cellular Dynamics International, Inc., a Wisconsin corporation having its principal place of business at 525 Science Drive, Mad

June 3, 2013 EX-10.27

1st Amendment

1st Amendment This Amendment ("Amendment") is made to Distributor Agreement by and between Cellular Dynamics International, Inc.

June 3, 2013 EX-10.18

AMENDMENT TO LEASE

AMENDMENT TO LEASE THIS AMENDMENT TO LEASE (“Amendment”) is made as of August 1, 2006, by and between University Research, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and Cellular Dynamics International, Inc.

June 3, 2013 EX-10.10

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 12, 2008

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 12, 2008 Mr. Tom Palay 1504 Sumac Madison, WI 53705 Dear Mr. Palay: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”). They are as f

June 3, 2013 CORRESP

-

June 3, 2013 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 3, 2013 EX-10.25(A)

FIRST AMENDMENT TO SUPPLY AGREEMENT

FIRST AMENDMENT TO SUPPLY AGREEMENT This First Amendment (“Amendment”) to Supply Agreement is by and between Cellular Dynamics International, Inc.

June 3, 2013 EX-10.24

SUPPLY AGREEMENT

SUPPLY AGREEMENT This Supply Agreement (“Supply Agreement”), effective as of July 6, 2010 (“Effective Date”), is by and between Cellular Dynamics International, Inc.

June 3, 2013 EX-10.16

LEASE AGREEMENT

Tracking ID: UResarchPK-060315 LEASE AGREEMENT LANDLORD: UNIVERSITY RESEARCH PARK, INCORPORATED TENANT: CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-10.23

SUPPLY AGREEMENT

WELCOME to the Cellular Dynamics International iCell™ cell supply program. As a member of this program, you are entitled to the stipulations in the following Supply Agreement: SUPPLY AGREEMENT This Supply Agreement (“Agreement”), effective as of May 18, 2010 (“Effective Date”), is by and between Cellular Dynamics International, Inc. (“CDI”) and SmithKline Beecham d/b/a GlaxoSmithKline, with an add

June 3, 2013 EX-10.26

CELLULAR DYNAMICS INTERNATIONAL INC. DISTRIBUTOR AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL INC. DISTRIBUTOR AGREEMENT This Distributor Agreement (the "Agreement") is made as of 29 day of April, 2011 (the "Effective Date") by and between: Cellular Dynamics International, Inc. ("CDI") Distributor: iPS Academia Japan, Inc. ("Distributor") Shipping Address and Fax: Shipping Address and Fax: 525 Science Drive IF Green Center Bldg., 123 Kameya-cho Madison, WI 5

June 3, 2013 EX-10.43

Addendum to MSA Center of Excellence EXECUTION COPY 6/21/2012

Addendum to MSA Center of Excellence EXECUTION COPY 6/21/2012 This Addendum is subject to the Master Laboratory Services Agreement effective as November 29, 2010 (“MSA”) between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Cellular Dynamics International Inc.

June 3, 2013 EX-10.51

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

Executive Form of Option Agreement CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT This Option Agreement, entered into as of (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and [NAME] (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2013 Equit

June 3, 2013 EX-10.52

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

Non-Employee Director Form of Option Agreement CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-4.3

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This First Amendment (this “Amendment”) amends that certain Fourth Amended and Restated Registration Rights Agreement, dated as of November 1, 2012 (the “Agreement”), by and among by and among CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-10.25(B)

SECOND AMENDMENT TO SUPPLY AGREEMENT

SECOND AMENDMENT TO SUPPLY AGREEMENT This Second Amendment (“Second Amendment”) to the Supply Agreement is by and between Cellular Dynamics International, Inc.

June 3, 2013 EX-10.3

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT This Option Agreement, entered into as of , 20 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and , a Consultant to the Company (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as

June 3, 2013 EX-10.37

SUPPLY AND DISTRIBUTION AGREEMENT

EXECUTION VERSION SUPPLY AND DISTRIBUTION AGREEMENT THIS SUPPLY AND DISTRIBUTION AGREEMENT ("Agreement"), dated June 12, 2012 (the "Effective Date"), is entered into between Life Technologies Corporation, a Delaware corporation having a place of business at 5791 Van Allen Way, Carlsbad, California 92008, U.

June 3, 2013 EX-10.45

CENTRE OF EXCELLENCE AGREEMENT by and between ASTRAZENECA UK LTD CELLULAR DYNAMICS INTERNATIONAL INC DECEMBER 3, 2012

EXECUTION COPY CENTRE OF EXCELLENCE AGREEMENT by and between ASTRAZENECA UK LTD and CELLULAR DYNAMICS INTERNATIONAL INC DECEMBER 3, 2012 (****) DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE U.

June 3, 2013 EX-4.5

AMENDED AND RESTATED EQUITY AGREEMENT

Agreement No. 08-0103A and 08-0462A AMENDED AND RESTATED EQUITY AGREEMENT This Agreement is effective as of the Effective Date (as hereinafter defined), by and between Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonstock, nonprofit Wisconsin corporation, and Cellular Dynamics International, Inc., formerly known as iPS Cells, Inc. (hereinafter called “Company”), a corporatio

June 3, 2013 S-1

Registration Statement - S-1

As filed with the Securities and Exchange Commission on June 3, 2013. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Wisconsin 2836 26-1737267 (State or Other Jurisdiction of Incorporation or Org

June 3, 2013 EX-4.4

AMENDED AND RESTATED EQUITY AGREEMENT

Agreement No. 05-W200A AMENDED AND RESTATED EQUITY AGREEMENT This Agreement is effective as of the Effective Date (as hereinafter defined), by and between WiCell Research Institute, Inc. (hereinafter called “WiCell”), a nonstock, nonprofit Wisconsin corporation, and Cellular Dynamics International, Inc., formerly known as iPS Cells, Inc. (hereinafter called “Company”), a corporation organized and

June 3, 2013 EX-4.2

CELLULAR DYNAMICS INTERNATIONAL, INC. FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT November 1, 2012 Table of Contents Page 1. DEFINED TERMS 2 2. REGISTRATION RIGHTS 3 2.1 Demand Registration 3 2.2 Piggyback Registrations 6 2.3 Form S-3 R

CELLULAR DYNAMICS INTERNATIONAL, INC. FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT November 1, 2012 Table of Contents Page 1. DEFINED TERMS 2 2. REGISTRATION RIGHTS 3 2.1 Demand Registration 3 2.2 Piggyback Registrations 6 2.3 Form S-3 Registration 7 2.4 Expenses of Registration 9 2.5 Obligations of the Company 9 2.6 Termination of Registration Rights 12 2.7 Delay of Registration; Fur

June 3, 2013 EX-10.6

2013 EQUITY INCENTIVE PLAN CELLULAR DYNAMICS INTERNATIONAL, INC.

2013 EQUITY INCENTIVE PLAN OF CELLULAR DYNAMICS INTERNATIONAL, INC. 1. PURPOSE The purpose of the Plan is to provide compensation alternatives for certain Employees, Directors and Consultants using or based on the common stock of the Company. These alternatives are intended to be used as a means to attract and retain superior Employees, Directors and Consultants, to provide a stronger incentive fo

June 3, 2013 EX-10.44

Hepatocyte Collaborative Research Agreement

Tracking ID: Roche – 120316-CRA Hepatocyte Collaborative Research Agreement This Collaborative Research Agreement is entered into as of May 16, 2011, (the “Effective Date”) by and between on the one hand, Hoffmann-La Roche Inc.

June 3, 2013 EX-10.22

License and Services Agreement

Tracking ID: Buck-1200927-L5E License and Services Agreement This License and Services Agreement ("Agreement") is by and between The Buck Institute for Research on Aging, an independent non-profit research organization ("Buck") with facilities at 8001 Redwood Blvd.

June 3, 2013 EX-10.20

AMENDMENT TO LEASE

AMENDMENT TO LEASE THIS AMENDMENT TO LEASE (“Amendment”) is made as of June 1, 2008, by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-10.4

CELLULAR DYNAMICS INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT This Option Agreement, entered into as of , 20 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and «NAME» (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’

June 3, 2013 EX-10.36

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 Dr. James A. Thomson 3420 Genetics-Biotechnology Center Bldg. 425 Henry Mall Madison, WI 53706 Dear Jamie: As you know, in connection with the grant on October 18, 2010 to you of an option for the purchase of shares of common stock of Cellular Dynamics International, Inc. (the “Company”) u

June 3, 2013 EX-10.28

Consulting Agreement

Consulting Agreement This Consulting Agreement, effective as of the 18th day of October, 2010, is made by and between Cellular Dynamics International, Inc.

June 3, 2013 EX-10.11

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 12, 2008

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 12, 2008 Mr. Christopher Kendrick-Parker W5725 County Hwy H New Glarus, WI 53574 Dear Mr. Kendrick-Parker: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics Internation

June 3, 2013 EX-10.19

AMENDMENT TO LEASE

AMENDMENT TO LEASE THIS AMENDMENT TO LEASE (“Amendment”) is made as of June 1, 2007, by and between University Research Park, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and Cellular Dynamics International, Inc.

June 3, 2013 EX-10.29

PROMISSORY NOTE

PROMISSORY NOTE Amount: $1,000,000.00 FOR VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration for the terms and conditions set forth in the Technology Venture Fund and Economic Diversification Program Agreement (the “Agreement”) between the Wisconsin Department of Commerce (the “Department”) and Cellular Dynamics International, Inc. (the “Borrowe

June 3, 2013 EX-10.30

PROMISSORY NOTE

PROMISSORY NOTE Amount: $750,000.00 FOR VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration for the terms and conditions set forth in the Technology Venture Fund and Economic Diversification Program Agreement (“Agreement”) between the Wisconsin Department of Commerce (“Department”) and Cellular Dynamics International, Inc. (“Borrower”) also ident

June 3, 2013 EX-10.13

INDEMNIFICATION AGREEMENT

EX-10.13 21 a1013directorindemagmt.htm EXHIBIT 10.13 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made effective as of , 20 (subject to what is provided in Section 11(b) hereof), between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, individuals have become more reluctant to serve corporations a

June 3, 2013 EX-10.40

EXCLUSIVE LICENSE AGREEMENT INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION Licensor CELLULAR DYNAMICS INTERNATIONAL Licensee

IURTC Tech Number 9331 and 9945 EXCLUSIVE LICENSE AGREEMENT Between INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION Licensor And CELLULAR DYNAMICS INTERNATIONAL Licensee 1 (****) DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE U.

June 3, 2013 EX-10.53

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

Thomson Option Agreement CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT This Option Agreement, entered into as of (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and James Thomson (the “Participant” or “Consultant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company

June 3, 2013 EX-10.17

AMENDMENT TO LEASE

Tracking ID: UReserach PIC 060301-L5E AMENDMENT TO LEASE LANDLORD: UNIVERSITY RESEARCH PARK, INCORPORATED TENANT: CELLULAR DYNAMICS INTERNATIONAL, INC.

June 3, 2013 EX-10.31

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT This Option Agreement, entered into as of October 18, 2010 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and James Thomson (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set

June 3, 2013 EX-10.32

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 October 18, 2010

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 October 18, 2010 Dr. James A. Thomson 3420 Genetics-Biotechnology Center Bldg. 425 Henry Mall Madison, WI 53706 Dear Jamie: This letter (when fully executed and delivered by you as contemplated below, this “Agreement”) will confirm the terms and conditions upon which the Cellular Dynamics

June 3, 2013 EX-10.12

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 19, 2008

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 19, 2008 Dr. Emile Nuwaysir 2022 Madison St. Madison, WI 53711 Dear Dr. Nuwaysir: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”).

June 3, 2013 EX-24.1

POWER OF ATTORNEY (Registration Statement on Form S-1)

POWER OF ATTORNEY (Registration Statement on Form S-1) Each of the undersigned directors of Cellular Dynamics International, Inc.

May 17, 2013 EX-3

SIXTH AMENDED AND RESTATED ARTICLES OF INCORPORATION CELLULAR DYNAMICS INTERNATIONAL, INC.

SIXTH AMENDED AND RESTATED ARTICLES OF INCORPORATION OF CELLULAR DYNAMICS INTERNATIONAL, INC.

May 17, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

Executive Form of Option Agreement CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT This Option Agreement, entered into as of (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and [NAME] (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’s 2013 Equit

May 17, 2013 EX-3

AMENDED AND RESTATED BYLAWS CELLULAR DYNAMICS INTERNATIONAL, INC. (as of ●, 2013) ARTICLE I. OFFICES

AMENDED AND RESTATED BYLAWS OF CELLULAR DYNAMICS INTERNATIONAL, INC. (as of ●, 2013) ARTICLE I. OFFICES SECTION 1.1. Principal and Other Offices. The principal office of the Corporation shall be located at any place either within or outside the State of Wisconsin as designated in the Corporation’s most current Annual Report filed with the Wisconsin Department of Financial Institutions. The Corpora

May 17, 2013 EX-10

Non-Employee Director Compensation Policy for Cellular Dynamics International, Inc. (Adopted May 7, 2013, effective for Director service as of January 1, 2013)

Non-Employee Director Compensation Policy for Cellular Dynamics International, Inc.

May 17, 2013 EX-4

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This First Amendment (this “Amendment”) amends that certain Fourth Amended and Restated Registration Rights Agreement, dated as of November 1, 2012 (the “Agreement”), by and among by and among CELLULAR DYNAMICS INTERNATIONAL, INC.

May 17, 2013 EX-10

SECOND AMENDMENT TO SUPPLY AGREEMENT

SECOND AMENDMENT TO SUPPLY AGREEMENT This Second Amendment (“Second Amendment”) to the Supply Agreement is by and between Cellular Dynamics International, Inc.

May 17, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

EX-10 15 filename15.htm Palay Form of Option Agreement CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT This Option Agreement, entered into as of (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and [NAME] (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the

May 17, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. ANNUAL INCENTIVE CASH COMPENSATION PLAN Adopted May 7, 2013 Effective for Annual Incentive Awards made for Plan Years beginning on or after January 1, 2013 ARTICLE I Establishment and Purpose of Plan

CELLULAR DYNAMICS INTERNATIONAL, INC. ANNUAL INCENTIVE CASH COMPENSATION PLAN Adopted May 7, 2013 Effective for Annual Incentive Awards made for Plan Years beginning on or after January 1, 2013 ARTICLE I Establishment and Purpose of Plan 1.1 Establishment of Plan. This Cellular Dynamics International, Inc. Annual Incentive Cash Compensation Plan (the “Plan”) is hereby established by Cellular Dynam

May 17, 2013 DRS/A

-

As filed with the Securities and Exchange Commission on 2013. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Wisconsin 2836 26-1737267 (State or Other Jurisdiction of Incorpora

May 17, 2013 EX-10

CENTRE OF EXCELLENCE AGREEMENT by and between ASTRAZENECA UK LTD CELLULAR DYNAMICS INTERNATIONAL INC DECEMBER 3, 2012

EX-10 10 filename10.htm EXECUTION COPY CENTRE OF EXCELLENCE AGREEMENT by and between ASTRAZENECA UK LTD and CELLULAR DYNAMICS INTERNATIONAL INC DECEMBER 3, 2012 (****) DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. EXECUTION COPY TABLE OF CONTENTS 1.0 Definitions 2.0 Con

May 17, 2013 EX-10

AMENDMENT TO LEASE AGREEMENT

AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT ("Amendment") is made as of May 6, 2013 (the “Effective Date”), by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as "Landlord"), and CELLULAR DYNAMICS INTERNATIONAL, INC.

May 17, 2013 EX-10

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made effective as of , 20 (subject to what is provided in Section 11(b) hereof), between Cellular Dynamics International, Inc.

May 17, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

Non-Employee Director Form of Option Agreement CELLULAR DYNAMICS INTERNATIONAL, INC.

May 17, 2013 EX-10

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 May 7, 2013

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 May 7, 2013 Dr. James A. Thomson 3420 Genetics-Biotechnology Center Bldg. 425 Henry Mall Madison, WI 53706 Dear Jamie: As you know, you and Cellular Dynamics International, Inc. (the “Company”) are parties to a Consulting Agreement dated December 19, 2008 (the “Consulting Agreement”), the

May 17, 2013 EX-10

LICENSE AGREEMENT

WARF Agreement #: 11-00206 LICENSE AGREEMENT This Agreement is made effective the 6th day of June, 2012 ("Effective Date"), by and between the Wisconsin Alumni Research Foundation ("WARF"), a nonprofit Wisconsin corporation, and Cellular Dynamics International, Inc.

May 17, 2013 EX-10

2013 EQUITY INCENTIVE PLAN CELLULAR DYNAMICS INTERNATIONAL, INC.

2013 EQUITY INCENTIVE PLAN OF CELLULAR DYNAMICS INTERNATIONAL, INC. 1. PURPOSE The purpose of the Plan is to provide compensation alternatives for certain Employees, Directors and Consultants using or based on the common stock of the Company. These alternatives are intended to be used as a means to attract and retain superior Employees, Directors and Consultants, to provide a stronger incentive fo

May 17, 2013 COVER

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May 16, 2013 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

May 17, 2013 EX-10

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”) between Cellular Dynamics International, Inc.

May 17, 2013 EX-4

EX-4

cdicommonstockcertificat

May 17, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT

Thomson Option Agreement CELLULAR DYNAMICS INTERNATIONAL, INC. STOCK OPTION AGREEMENT This Option Agreement, entered into as of (the “Date of Grant”), is between Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”), and James Thomson (the “Participant” or “Consultant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company

April 10, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT This Option Agreement, entered into as of October 18, 2010 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and James Thomson (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set

April 10, 2013 EX-10

PROMISSORY NOTE

PROMISSORY NOTE Amount: $1,000,000.00 FOR VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration for the terms and conditions set forth in the Technology Venture Fund and Economic Diversification Program Agreement (the “Agreement”) between the Wisconsin Department of Commerce (the “Department”) and Cellular Dynamics International, Inc. (the “Borrowe

April 10, 2013 EX-10

BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE CELLULAR DYNAMICS INTERNATIONAL, INC.

GRANT AGREEMENT BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE AND CELLULAR DYNAMICS INTERNATIONAL, INC.

April 10, 2013 EX-10

SUPPLY AGREEMENT

WELCOME to the Cellular Dynamics International iCell™ cell supply program. As a member of this program, you are entitled to the stipulations in the following Supply Agreement: SUPPLY AGREEMENT This Supply Agreement (“Agreement”), effective as of May 18, 2010 (“Effective Date”), is by and between Cellular Dynamics International, Inc. (“CDI”) and SmithKline Beecham d/b/a GlaxoSmithKline, with an add

April 10, 2013 EX-10

Addendum to MSA Center of Excellence EXECUTION COPY 6/21/2012

Addendum to MSA Center of Excellence EXECUTION COPY 6/21/2012 This Addendum is subject to the Master Laboratory Services Agreement effective as November 29, 2010 (“MSA”) between Eli Lilly and Company, an Indiana corporation (“Lilly”), and Cellular Dynamics International Inc.

April 10, 2013 EX-10

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 October 18, 2010

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 October 18, 2010 Dr. James A. Thomson 3420 Genetics-Biotechnology Center Bldg. 425 Henry Mall Madison, WI 53706 Dear Jamie: This letter (when fully executed and delivered by you as contemplated below, this “Agreement”) will confirm the terms and conditions upon which the Cellular Dynamics

April 10, 2013 EX-10

LICENSE AGREEMENT

WARF Agreement #: 11-00206 LICENSE AGREEMENT This Agreement is made effective the 6th day of June, 2012 ("Effective Date"), by and between the Wisconsin Alumni Research Foundation ("WARF"), a nonprofit Wisconsin corporation, and Cellular Dynamics International, Inc.

April 10, 2013 EX-10

AMENDMENT TO LEASE AGREEMENT

Tracking ID: UResearchPK AMENDMENT TO LEASE AGREEMENT THIS AMENDMENT TO LEASE AGREEMENT (“Amendment”) is made as of May 15, 2010 (the “Effective Date”), by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and CELLULAR DYNAMICS INTERNATIONAL, INC.

April 10, 2013 COVER

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April 9, 2013 VIA EDGAR AND OVERNIGHT DELIVERY Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

April 10, 2013 EX-10

SUPPLY AGREEMENT

SUPPLY AGREEMENT This Supply Agreement (“Supply Agreement”), effective as of July 6, 2010 (“Effective Date”), is by and between Cellular Dynamics International, Inc.

April 10, 2013 EX-10

GRANT BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE STEM CELL PRODUCTS, INC.

CONTRACT TMG #FY07-17074 GRANT AGREEMENT BETWEEN THE WISCONSIN DEPARTMENT OF COMMERCE AND STEM CELL PRODUCTS, INC.

April 10, 2013 EX-10

Hepatocyte Collaborative Research Agreement

Tracking ID: Roche – 120316-CRA Hepatocyte Collaborative Research Agreement This Collaborative Research Agreement is entered into as of May 16, 2011, (the “Effective Date”) by and between on the one hand, Hoffmann-La Roche Inc.

April 10, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT This Option Agreement, entered into as of December 20, 2011 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and James Thomson (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as se

April 10, 2013 EX-10

AMENDMENT TO LEASE

AMENDMENT TO LEASE THIS AMENDMENT TO LEASE (“Amendment”) is made as of June 1, 2008, by and between UNIVERSITY RESEARCH PARK, INCORPORATED, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and CELLULAR DYNAMICS INTERNATIONAL, INC.

April 10, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL INC. DISTRIBUTOR AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL INC. DISTRIBUTOR AGREEMENT This Distributor Agreement (the "Agreement") is made as of 29 day of April, 2011 (the "Effective Date") by and between: Cellular Dynamics International, Inc. ("CDI") Distributor: iPS Academia Japan, Inc. ("Distributor") Shipping Address and Fax: Shipping Address and Fax: 525 Science Drive IF Green Center Bldg., 123 Kameya-cho Madison, WI 5

April 10, 2013 EX-10

AMENDMENT TO LEASE

AMENDMENT TO LEASE THIS AMENDMENT TO LEASE (“Amendment”) is made as of August 1, 2006, by and between University Research, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and Cellular Dynamics International, Inc.

April 10, 2013 EX-10

FIRST AMENDMENT TO SUPPLY AGREEMENT

FIRST AMENDMENT TO SUPPLY AGREEMENT This First Amendment (“Amendment”) to Supply Agreement is by and between Cellular Dynamics International, Inc.

April 10, 2013 EX-10

Consulting Agreement

Consulting Agreement This Consulting Agreement, effective as of the 18th day of October, 2010, is made by and between Cellular Dynamics International, Inc.

April 10, 2013 EX-10

PATENT ASSIGNMENT

EX-10 22 filename22.htm PATENT ASSIGNMENT WHEREAS, James A. Thomson, a U.S. citizen residing in Wisconsin (the “Assignor”), jointly with another co-inventor, owns all right, title, and interest in and to the patent applications listed in the attached Schedule A (the “Assigned Patents”); WHEREAS, Cellular Dynamics International, Inc., a Wisconsin corporation having its principal place of business a

April 10, 2013 EX-10

Non-Exclusive License Agreement

Non-Exclusive License Agreement This Agreement is made effective as of May 6, 2010 (“Effective Date”) by and between iPS Academia Japan, Inc.

April 10, 2013 EX-10

1st Amendment

1st Amendment This Amendment ("Amendment") is made to Distributor Agreement by and between Cellular Dynamics International, Inc.

April 10, 2013 DRS/A

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As filed with the Securities and Exchange Commission on , 2013. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELLULAR DYNAMICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Wisconsin 2836 26-1737267 (State or Other Jurisdiction of Incorpo

April 10, 2013 EX-10

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 Dr. James A. Thomson 3420 Genetics-Biotechnology Center Bldg. 425 Henry Mall Madison, WI 53706 Dear Jamie: As you know, in connection with the grant on October 18, 2010 to you of an option for the purchase of shares of common stock of Cellular Dynamics International, Inc. (the “Company”) u

April 10, 2013 EX-10

PROMISSORY NOTE

PROMISSORY NOTE Amount: $750,000.00 FOR VALID CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, and in consideration for the terms and conditions set forth in the Technology Venture Fund and Economic Diversification Program Agreement (“Agreement”) between the Wisconsin Department of Commerce (“Department”) and Cellular Dynamics International, Inc. (“Borrower”) also ident

April 10, 2013 EX-10

AMENDMENT TO LEASE

Tracking ID: UReserach PIC 060301-L5E AMENDMENT TO LEASE LANDLORD: UNIVERSITY RESEARCH PARK, INCORPORATED TENANT: CELLULAR DYNAMICS INTERNATIONAL, INC.

April 10, 2013 EX-10

LEASE AGREEMENT

EX-10 4 filename4.htm Tracking ID: UResarchPK-060315 LEASE AGREEMENT LANDLORD: UNIVERSITY RESEARCH PARK, INCORPORATED TENANT: CELLULAR DYNAMICS INTERNATIONAL, INC. LEASED 515/525 Science Drive, Suites 100 and 200 PREMISES: Storage Room 6 and 3 Madison, Wisconsin 53711 DATE: [see signature page of Lease] 1 UNIVERSITY SCIENCE CENTER LEASE AGREEMENT This Lease is made by and between University Resear

April 10, 2013 EX-10

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 October 18, 2010

Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 October 18, 2010 Dr. James A. Thomson 3420 Genetics-Biotechnology Center Bldg. 425 Henry Mall Madison, WI 53706 Dear Jamie: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions upon which you will be employed by Cellular

April 10, 2013 EX-10

SUPPLY AND DISTRIBUTION AGREEMENT

EXECUTION VERSION SUPPLY AND DISTRIBUTION AGREEMENT THIS SUPPLY AND DISTRIBUTION AGREEMENT ("Agreement"), dated June 12, 2012 (the "Effective Date"), is entered into between Life Technologies Corporation, a Delaware corporation having a place of business at 5791 Van Allen Way, Carlsbad, California 92008, U.

April 10, 2013 EX-10

EXCLUSIVE LICENSE AGREEMENT INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION Licensor CELLULAR DYNAMICS INTERNATIONAL Licensee

IURTC Tech Number 9331 and 9945 EXCLUSIVE LICENSE AGREEMENT Between INDIANA UNIVERSITY RESEARCH AND TECHNOLOGY CORPORATION Licensor And CELLULAR DYNAMICS INTERNATIONAL Licensee 1 (****) DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE U.

April 10, 2013 EX-10

Master Laboratory Services Agreement

Master Laboratory Services Agreement Introduction and Scope Section 1. Parties; Defined Terms 1.1 This is an agreement between Eli Lilly and Company, an Indiana corporation (“Lilly”) and Cellular Dynamics International Inc., having its principal place of business at University Research Park, 525 Science Drive, Suite 200, Madison, WI 53711 (“CDI”). 1.2 Other capitalized terms are defined in Exhibit

April 10, 2013 EX-10

License and Services Agreement

Tracking ID: Buck-1200927-L5E License and Services Agreement This License and Services Agreement ("Agreement") is by and between The Buck Institute for Research on Aging, an independent non-profit research organization ("Buck") with facilities at 8001 Redwood Blvd.

April 10, 2013 EX-10

First Amendment to Supply and Distribution Agreement

EXECUTION COPY First Amendment to Supply and Distribution Agreement This First Amendment to the Supply and Distribution Agreement (“First Amendment”) is made as of February 27, 2013 (“First Amendment Effective Date”) by and between Life Technologies Corporation, a Delaware corporation with offices at 5791 Van Allen Way, Carlsbad, CA 92008 (“LTC”) and Cellular Dynamics International, Inc.

April 10, 2013 EX-10

AMENDMENT TO LEASE

AMENDMENT TO LEASE THIS AMENDMENT TO LEASE (“Amendment”) is made as of June 1, 2007, by and between University Research Park, Incorporated, a Wisconsin non-stock corporation (hereinafter referred to as “Landlord”) and Cellular Dynamics International, Inc.

February 26, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. NONSTATUTORY STOCK OPTION AGREEMENT This Option Agreement, entered into as of , 20 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and , a Consultant to the Company (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as

February 26, 2013 EX-10

CELLULAR DYNAMICS INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT

CELLULAR DYNAMICS INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT This Option Agreement, entered into as of , 20 (the date of grant), is between Cellular Dynamics International, Inc., a Wisconsin corporation formerly known as iPS Cells, Inc. (the “Company”), and «NAME» (the “Participant”). All terms used herein and not otherwise defined shall have the same meaning as set forth in the Company’

February 26, 2013 EX-10

INDEMNIFICATION AGREEMENT

INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made effective as of , 20, between Cellular Dynamics International, Inc.

February 26, 2013 EX-10

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Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 19, 2008 Dr. Emile Nuwaysir 2022 Madison St. Madison, WI 53711 Dear Dr. Nuwaysir: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”).

February 26, 2013 EX-10

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Cellular Dynamics International, Inc. University Research Park 525 Science Drive, Suite 200 Madison, WI 53711 December 12, 2008 Mr. Tom Palay 1504 Sumac Madison, WI 53705 Dear Mr. Palay: This letter (when executed and delivered by you as contemplated below, “this Agreement”) will confirm terms and conditions of your employment by Cellular Dynamics International, Inc. (the “Company”). They are as f

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