AMEMDMENT TO STOCK PURCHASE AGREEMENT

Exhibit 10.42

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AMENDMENT TO



STOCK PURCHASE AGREEMENT





This Amendment is made as of April 23, 1997 (the "Effective Date") to that certain Stock Purchase Agreement (the "Agreement") dated January 8, 1996 by and among Aastrom Biosciences, Inc., a Michigan corporation (the "Company"), SBIC Partners, L.P. and the State Treasurer of the State of Michigan (together, the "Investors").



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A. Pursuant to Sections 7.2 and 7.5 of the Agreement, the Company (i) agreed to comply with the covenants (the "Covenants") of Section 3 of that certain Amended and Restated Investors' Rights Agreement (the "Rights Agreement") dated April 7, 1992 by and among the Company and certain shareholders of the Company (the "Shareholders") with respect to the Investors, and (ii) granted the Investors the rights and benefits of the right of first refusal of Section 4.1 of the Rights Agreement to purchase a pro rata share of New Securities (as defined in the Rights Agreement) that may be issued from time to time by the Company (the "Right of First Refusal").



B. The Covenants provide the following:



(i) the Company shall provide certain financial and other information to the Investors (Sections 3.1, 3.2 and 3.4 of the Rights Agreement);

(ii) the Investors shall have certain rights of inspection (Section 3.3 of the Rights Agreement); and

(iii) the Company shall enter into certain proprietary information agreements with its employees (Section 3.6 of the Rights Agreement) and maintain certain insurance (Section 3.7 of the Agreement).



C. On February 7, 1997 and March 10, 1997, the Company issued and sold an aggregate of 3,250,000 shares of its common stock ("Common Stock") at an initial offering price per share of $7.00 in a firmly underwritten public offering registered under the Securities Act of 1933, as amended (the "IPO").



D. The Right of First Refusal provides that it will terminate upon the closing of a firmly underwritten public offering of Common Stock at a per share price of at least ...