Forward Looking Statement

Statements in this website other than statements of historical facts constitute forward looking statements regarding, among other things, the future business operations of StemCells Inc. or of StemCells California, Inc. , its wholly-owned subsidiary (collectively, "the Company").

The Company's actual results may vary materially from those contemplated in the forward looking statements due to risks and uncertainties to which the Company is subject, including uncertainties regarding the Company's ability to obtain the significant additional capital resources needed to conduct the time-consuming research, preclinical development and clinical trials that are necessary for regulatory approvals and to establish production and marketing capabilities, if such approvals are obtained.

Lack of necessary funds may require the Company to delay, reduce or eliminate some or all of its research and product development programs or to license its potential products or technologies to third parties. The Company's stem cell technology is at the pre-clinical or early clinical stage and has not yet led to the development of any product.

There can also be no assurance that any products that may be generated in the future in the Company's stem cell programs will:

• (i) survive and persist in the desired locations,
• (ii) provide the therapeutic benefits intended,
• (iii) properly differentiate and integrate into existing tissue in the desired manner, or
• (iv) not cause tumors or other side effects.

There can be no assurance that the Company will achieve revenues from product sales or become profitable. Others risks and uncertainties are described in Exhibit 99 to the Company's Annual Report on Form 10-K entitled "Cautionary Factors Relevant to Forward Looking Statements."