Summary of AASTROM BIOSCIENCES INC

Item 1.01 Entry into a Material Definitive Agreement.

On June 12, 2009, Aastrom Biosciences, Inc. ("the Company") entered into a $30.0 million common stock purchase agreement with Fusion Capital Fund II, LLC, ("Fusion Capital") an Illinois limited liability company. Concurrently with entering into the common stock purchase agreement, the Company entered into a registration rights agreement with Fusion Capital. Under the registration rights agreement, Aastrom agreed to file a registration statement related to the transaction with the U.S. Securities & Exchange Commission ("SEC") covering the shares that have been issued or may be issued to Fusion Capital under the common stock purchase agreement. After the SEC has declared effective the registration statement related to the transaction, the Company has the right over a 25-month period to sell shares of Aastrom common stock to Fusion Capital from time to time in amounts between $100,000 and $4 million, depending on certain conditions as set forth in the agreement, up to an aggregate of $30.0 million. The Company will control the timing and amount of any sales of shares to Fusion Capital.

The purchase price of the shares related to the $30.0 million of future funding will be based on the prevailing market prices of the Company's shares at the time of sales. Pursuant to the common stock purchase agreement, Fusion Capital shall not have the right or the obligation to purchase any shares of the Company's common stock on any business day that the price of the common stock is below $0.36. The common stock purchase agreement may be terminated by Aastrom at any time at the Company's discretion without any cost to Aastrom. There are no negative covenants, restrictions on future fundings, penalties or liquidated damages in the agreement. The proceeds received by the Company under the common stock purchase agreement are expected to be used to conduct 12-month patient follow-up for patients enrolled, and to be enrolled, in the U.S. Phase II IMPACT-DCM cardiac regeneration clinical trial; to expand cardiovascular clinical development programs beyond the IMPACT-DCM trial; and to initiate plans for design, development, and scale-out of new GMP cell manufacturing systems in preparation of commercial-scale production.

In consideration for entering into the agreement, upon execution of the common stock purchase agreement Aastrom issued to Fusion Capital 1,452,238 shares of our common stock as an initial commitment fee. Also, Aastrom will issue from time to time to Fusion Capital up to an additional 2,420,396 shares as a commitment fee pro rata as the Company receives the $30.0 million of future funding.

The foregoing description of the common stock purchase agreement and the registration rights agreement are qualified in their entirety by reference to the full text of the common stock purchase agreement and the registration rights agreement, a copy of each of which is attached hereto as Exhibit 10.1 and 10.2, respectively, and each of which is incorporated herein in its entirety by reference.