ex10_32.htm


    EXCLUSIVE LICENSE
AGREEMENT

    


    This Exclusive License Agreement
(“Agreement”) is made and entered into as of the 10th day of July, 2008 (the
“Effective Date”), by and between Advanced Cell Technology, Inc., a Delaware
corporation with offices located at 11100 Santa Monica Blvd, Suite 850, Los
Angeles, CA 90025 (“ACT”), Embryome Sciences, Inc., a California corporation
(“LICENSEE”), with offices located at 1301 Harbor Bay Parkway, Suite 100,
Alameda, California 94502. ACT and LICENSEE are sometimes hereinafter referred
to as the “Parties”.

    


    WITNESSETH

    


    WHEREAS, ACT owns or has licensed with
a sublicensable interest the CELLS, PATENT RIGHTS and KNOW-HOW; and

    


    WHEREAS, LICENSEE desires to obtain an
exclusive license from ACT to use the CELLS, PATENT RIGHTS and KNOW-HOW upon the
terms and conditions set forth in this Agreement; and

    


    WHEREAS, ACT is willing to grant such a
license to LICENSEE upon the terms and conditions set forth in this
Agreement;

    


    NOW, THEREFORE, in consideration of the
premises and the mutual covenants contained herein, the Parties hereto agree as
follows:

    


    ARTICLE 1 -
DEFINITIONS

    


    For the purposes of this Agreement, the
following words and phrases shall have the following meanings:

    


    1.1           “AFFILIATE”
means any corporation, limited liability company, limited partnership or other
entity in control of, controlled by, or under common control with
LICENSEE.

    


    1.2           “CELLS
or CELL LINES” means the cells and cell lines identified in Exhibit A attached
hereto that are covered by (i.e., made or developed using) the PATENT RIGHTS or
KNOW-HOW and/or are provided to LICENSEE by ACT in accordance with the
provisions of Articles 2 or 3, as applicable, of this Agreement.

    


    1.3           “COMBINATION
PRODUCT” means a product that contains a LICENSED PRODUCT component and at least
one other component that has independent research, diagnostic or therapeutic
utility, could reasonably be sold separately and has economic value of its
own.

    


    1.4           “CONFIDENTIAL
INFORMATION” means confidential or proprietary information of ACT or LICENSEE
relating to the PATENT RIGHTS, KNOW-HOW, LICENSED PROCESSES, LICENSED SERVICES
or LICENSED PRODUCTS.  CONFIDENTIAL INFORMATION may be in written,
graphic, oral or physical form and may include scientific knowledge, know-how,
processes, inventions, techniques, formulae, products, business operations,
customer requirements, designs, sketches, photographs, drawings, specifications,
reports, studies, findings, data, plans or other records,


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    biological
materials, and/or software.  CONFIDENTIAL INFORMATION shall not
include:  (a) information which is, or later becomes, generally
available to the public through no fault of the recipient; (b) information which
is provided to the recipient by an independent third party having no obligation
to keep the information secret; (c) information which the recipient can
establish by written documentation was previously known to it; or (d)
information which the recipient can establish by written documentation was
independently developed by it without reference to the CONFIDENTIAL
INFORMATION.

    


    1.5           “KNOW-HOW”
means all compositions of matter, techniques and data and other know-how and
technical information including inventions (whether or not patentable),
improvements and developments, practices, methods, concepts, trade secrets,
documents, computer data, computer slide illustrations, computer code,
apparatus, test data, analytical and quality control data, formulation,
manufacturing, patent data or descriptions, development information, drawings,
specifications, designs, plans, proposals and technical data and manuals and all
other CONFIDENTIAL INFORMATION that is owned or controlled by ACT as of the
Effective Date, and that specifically relates to the subject matter (a)
described in or claimed by the PATENT RIGHTS, (b) described in or claimed by the
abandoned provisional applications including but not limited to: "Methods to
accelerate the isolation of novel cell strains from pluripotent stem cells and
cells obtained thereby" applications numbers 103080-P66-071,103080-P67-071), and
(c) disclosed in the published paper and associated supplementary information
(West, M.D., Sargent, R.G., Long, J., Brown, C., Chu, J-S., Kessler, S.,
Derugin, N., Sampathkumar, J., Burrows, C., Vaziri, H., Williams, R., Chapman,
K.B., Larocca, D., Loring, J.F., and Murai, J. 2008. The ACTCellerate
Initiative: large-scale combinatorial cloning of novel human embryonic stem cell
derivatives. Reg. Med. 3(3): 287-308.).

    


    1.6           “LICENSED
PROCESS” means any process or method, the  development, use, practice,
or sale of which (1) is covered in whole or in part by, or cannot be performed
without infringing, a VALID CLAIM of the PATENT RIGHTS in the country in which
such LICENSED PROCESS is practiced or sold, or (2) otherwise utilizes the
KNOW-HOW.

    


    1.7           “LICENSED
PRODUCT” means any product, or part thereof or derived therefrom, the
development, manufacture, sale, lease, or use of which (1) is covered in whole
or in part by, or cannot be performed without infringing, a VALID CLAIM of the
PATENT RIGHTS in the country in which any such product or part thereof is
developed, made, used, sold or imported by LICENSEE or (2) otherwise utilizes
the KNOW-HOW.  By way of illustration but not limitation, the Parties
agree that LICENSED PRODUCTS include Cells and any other single cell-derived
cultures of human embryonic progenitor cell lines made utilizing the KNOW-HOW or
methods covered by VALID CLAIMS described in the patent applications and patents
included in the PATENT RIGHTS.

     

    1.8           “LICENSED
SERVICES” means any service, the development, use, performance, or sale of which
is covered in whole or in part by, or cannot be performed without infringing, a
VALID CLAIM of the PATENT RIGHTS in the country in which any such service is so
developed, used, performed, sold, offered for sale, imported or exported by
LICENSEE or otherwise utilizes the KNOW-HOW.

    


    1.9           “NET
SALES” means the invoiced amount on sales by LICENSEE or its Affiliates of
LICENSED PRODUCTS, LICENSED SERVICES or LICENSED PROCESSES less (to the extent
applicable and appropriately documented) (i) sales, tariff and import duties,
use and other taxes directly


    
      
         


      

      
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    imposed
with reference to particular sales, (ii) discounts, rebates, and similar credits
and chargebacks actually allowed and taken (regardless of whether taken or paid
at the time of sale or paid or credited to the buyer at a subsequent date), and
(iii) amounts allowed or credited on returns; provided, any such allowed
deductions shall be listed on the invoice for the applicable LICENSED PRODUCT,
LICENSED PROCESS or LICENSED SERVICE or otherwise documented in the ordinary
course of business, and (b) any Sublicense Revenue.

    


    In the
case of Combination Products, Net Sales means the total invoice amount earned on
sales of Combination Products by LICENSEE or its Affiliates to any third person
or entity, less, to the extent applicable, the deductions set forth above,
multiplied by a proration factor that is determined as follows:

    


    (i)           If
all components of the Combination Product were sold separately during the same
or immediately preceding calendar quarter, the proration factor shall be
determined by the formula [A/(A+B)], where A is the average invoice amount
earned on the Licensed Product during such period when sold separately in
finished form, and B is the average invoice amount earned on all other active
components of the Combination Product during such period when sold separately in
finished form; or

    


    (ii)           if
all components of the Combination Product were not sold separately during the
same or immediately preceding calendar quarter, the proration factor shall be
determined by the formula [C/(C+D)], where C is the average fully absorbed cost
of the Licensed Product component during the prior quarter and D is the average
fully absorbed cost of all other active components of the Combination Product
during the prior quarter.

    


    1.10                      “PATENT
RIGHTS” means the patents and patent applications identified on Exhibit B attached
hereto, and any divisional, continuation or continuation-in-part of those
applications, but only to the extent the claims in said applications are
directed to subject matter specifically described in the patents and patent
applications identified on Exhibit B, as well as
any patents issued on these patent applications, and any reissues,
reexaminations, extensions and substitutions (or the equivalent) thereof and any
foreign counterparts to those patents and patent applications.  The
parties agree that Exhibit B may be
revised from time to time after the EFFECTIVE DATE to reflect changes
thereto.

    


    1.11                      “SUBLICENSEE”
means a sublicensee of the rights granted LICENSEE under this Agreement, as
further described in Article 2.

    


    1.12                      “SUBLICENSE
REVENUE” means consideration that LICENSEE receives for the sublicense of rights
that are granted LICENSEE under Article 2, including
without limitation license fees, milestone payments, up front fees, success
fees, and license maintenance fees, but not capital contributions or payments
for costs incurred in research and development.

    


    1.13                      “VALID
CLAIM” means (a) a claim of any issued and unexpired United States or foreign
patent included in the PATENT RIGHTS which has not lapsed or become abandoned or
been declared invalid or unenforceable by a court of competent jurisdiction or
an administrative agency from which no appeal can be or has been taken within
the time allowed for such appeal and which has not been disclaimed or admitted
to be invalid or unenforceable through reissue, disclaimer or otherwise, or (b)
to the extent rights are granted by a governmental patent authority thereunder
(i.e., to the extent that

     


    
      
         


      

      
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    the owner
would be able to enforce a right to a patent royalty thereunder under applicable
patent law), a claim of a pending patent application included in the PATENT
RIGHTS.

     

    For
purposes of this Agreement, except as otherwise expressly provided herein or
unless the context otherwise requires:  (a) the use herein of the
plural shall include the single and vice versa and the use of the
masculine shall include the feminine; (b) unless otherwise set forth herein, the
use of the term “including” or “includes” means “including [includes] but [is]
not limited to”; and (c) the words “herein,” “hereof,” “hereunder” and other
words of similar import refer to this Agreement as a whole and not to any
particular provision.  Additional terms may be defined throughout this
Agreement.

     

    


    ARTICLE 2 – LICENSE
GRANT

    


    2.1           Grant of
Rights.  ACT hereby grants to LICENSEE, and LICENSEE accepts,
subject to the terms and conditions of this Agreement, a royalty-bearing,
worldwide, exclusive license, with  the right to sublicense, to use
the PATENT RIGHTS and KNOW-HOW to (a) research, develop, make, have made, use,
sell, have sold, offer for sale, have offered for sale, import, have imported,
export and have exported LICENSED PRODUCTS, (b) research, develop, use,
practice, sell, have sold, offer for sale, have offered for sale, import, have
imported, export and have exported LICENSED PROCESSES, and (c) develop, use,
perform, sell, have sold, offer for sale, have offered for sale, import, have
imported, export and have exported LICENSED SERVICES.

    


    2.2           Sublicense
Rights.  LICENSEE shall have the right to grant sublicenses of
its rights under Section 2.1 without the consent or approval of ACT; provided
however, that LICENSEE agrees to provide ACT with (a) a draft copy of any
sublicense agreement to ACT at least thirty (30) days before execution to allow
ACT to comment on the terms of the sublicense if ACT chooses to comment; and (b)
a fully executed copy of all sublicense agreements within thirty (30) days after
execution.

    


    2.3           Knowledge
Transfer.  Within ten (10) days of the Effective Date, ACT
shall provide, deliver, and transfer to LICENSEE all information and data
relating to the PATENT RIGHTS and KNOW-HOW as may be reasonably necessary to
allow LICENSEE to exploit the licenses granted hereunder. Such transfer shall be
made free and clear of all liens, security interests, encumbrances, and claims
of any kind by any third party.  ACT shall bear all costs of so
delivering the KNOW HOW to LICENSEE.  ACT shall not retain any copies
(in any format or media) of the KNOW HOW.

    


    ARTICLE 3 – MATERIAL
TRANSFER

    


    3.1           In
consideration of the payment of the License Fee under Section 5.1, ACT hereby
transfers and assigns to LICENSEE all of ACT’s right, title and interest in and
to the CELLS and CELL LINES, wherever located.  Within ten (10) days
after the Effective Date, ACT shall deliver to LICENSEE all CELLS and CELL
LINES.  Such transfer and assignment is made free and clear of all
liens, security interests, encumbrances, and claims of any kind by any third
party.  ACT shall bear all costs of  delivering the CELLS
and CELL LINES to LICENSEE.  ACT shall not retain any CELLS or CELL
LINES at its own facilities or at the facilities of any third
party.  All CELLS and CELL LINES shall be delivered to LICENSEE
between the hours of 9:00 a.m. and 5:00 p.m. on a weekday (other than a Federal
or California state holiday) at the address shown in Article 11 of this
Agreement, upon twenty


    
      
         


      

      
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    four
hours oral or written notice to LICENSEE.  All CELLS and CELL LINES
shall be contained in cryovials and packaging suitable for the purpose of
storage and delivery. ACT will cooperate with LICENSEE in transferring title of
CELLS and CELL LINES held at the American Type Culture Collection to
LICENSEE.

    


    ARTICLE 4 –
COMMERCIALIZATION OBLIGATIONS

    


    4.1           LICENSEE
intends to use, or to cause its Sublicensees to use, commercially reasonable and
diligent efforts to bring one or more LICENSED PRODUCTS, LICENSED PROCESSES and
LICENSED SERVICES to market through an active and diligent program for
exploitation of the PATENT RIGHTS and KNOW-HOW and to continue active, diligent
marketing efforts for one or more LICENSED PRODUCTS, LICENSED PROCESSES and
LICENSED SERVICES throughout the life of this Agreement.  LICENSEE
makes no representation, guaranty, or warranty that it or its Sublicensees will
be successful in developing or bringing to market any LICENSED PRODUCT, LICENSED
PROCESS or LICENSED SERVICES.

    


    ARTICLE 5 -
CONSIDERATION

    


    5.1           Initial License
Fee.  In partial consideration of the rights and licenses
granted to LICENSEE by ACT in this Agreement, LICENSEE shall pay to ACT on the
Effective Date a license fee equal to  Two Hundred Fifty Thousand
Dollars (U.S.) ($250,000) (the “License Fee”).  The License Fee is not
refundable and is not creditable against other payments due to ACT under this
Agreement.  The License Fee shall be paid to ACT upon ACT’s delivery
of the KNOW HOW, CELLS, and CELL LINES pursuant to Section 2.3 and Section
3.1.

    


    5.2           Royalties and other
Consideration.

    


    (a)           As
additional consideration of the license granted to LICENSEE from ACT in Article
2 of this Agreement, LICENSEE shall pay to ACT a royalty equal to 8% of (i) the
Net Sales received by LICENSEE and its AFFILIATES for all LICENSED PRODUCTS,
LICENSED PROCESS or LICENSED SERVICE sold, performed, or leased by LICENSEE or
any AFFILIATE, and (ii) all Sublicense Revenue received by LICENSEE and its
AFFILIATES.  The obligation of LICENSEE to pay royalties shall
terminate (a) with respect to NET SALES and Sublicense Revenue arising in any
country concurrently with the expiration or termination of the last applicable
VALID CLAIM within the PATENT RIGHTS in such country in which the LICENSED
PRODUCT, LICENSED PROCESS or LICENSED SERVICE is, (as applicable), performed,
sold, leased, or manufactured, or in which the PATENT RIGHTS are licensed, and
(b) in any and all cases when royalty payments to ACT by LICENSEE total One
Million Dollars (U.S.) ($1,000,000.00); provided, however, that such $1,000,000
of royalties shall be reduced to $500,000 if LICENSEE, at LICENSEE’S option,
pays ACT $250,000 in cash within thirty (30) days after the execution of this
Agreement in addition to the License fee payable under Section 5.1 (such that
the License Fee, additional $250,000 payment, and potential future royalties
will total $1,000,000).

    


    (b)           No
multiple royalties shall be payable on the basis that any LICENSED PRODUCT,
LICENSED PROCESS or LICENSED SERVICE, its manufacture, use, lease, sale or
performance are or shall be covered by (a) more than one patent or patent
application within the


    
      
         


      

      
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    PATENT
RIGHTS, or (b) any other patent or know how under a license or sublicense from
ACT.  In the case of the use of patents or know how licensed or
sublicensed by ACT under other agreements, LICENSEE and ACT’s other licensees or
sublicensees shall have the right to credit against the royalties owing to ACT,
under this Agreement and under such other license or sublicense agreements, any
royalty payments received by ACT with respect to the sale or lease of any
product or performance of any service (regardless of whether LICENSEE or another
licensee or sublicensee of ACT patents or know how pays the royalty), such that
in no event shall the total of royalty payments that are due to ACT in any
royalty period under this Agreement and under such other license or sublicense
agreements exceed the highest applicable royalty rate among this Agreement
and such other license or sublicense agreements.  By way of example
only, if a product is produced by LICENSEE or LifeLine Cell Technology, LLC
(“LifeLine”) under that certain License, Product Production and Distribution
Agreement among BioTime, Inc. (“BT”), LICENSEE, and LifeLine (the “LifeLine
Agreement”), and that product uses PATENT RIGHTS under this Agreement and
patents licensed under a license or sublicense agreement between ACT and
LifeLine, (i) only one royalty would be paid to ACT on sales of the product,
(ii) the royalty rate would be the higher of the royalty rate applicable under
this Agreement or under ACT’s license or sublicense agreement with LifeLine, and
(iii) the royalty payment (whether paid by LICENSEE or by LifeLine) will be
credited toward royalties payable under this Agreement and under the ACT license
or sublicense agreement with LifeLine for the sale of the product.

    


               5.3           Payment
Method.  All payments due under this Agreement shall be paid to
ACT in  Los Angeles, California, U.S.A., and shall be made in United
States currency without deduction for taxes, assessments, exchanges, collection
or other charges of any kind. Conversion of foreign currency to U.S. dollars
shall be made at the conversion rate reported in The Wall Street Journal on the
last working day of the calendar quarter to which the payment
relates.

    


               5.4           Late
Fee.  LICENSEE shall pay ACT interest on any overdue amounts at
the rate of one percent (1%) per month (twelve percent (12%) per annum), from
the date when such payment should have been made.

    


    ARTICLE 6 - REPORTS AND
RECORDS

    


    6.1           LICENSEE
shall maintain complete and accurate records of LICENSED PRODUCTS, LICENSED
SERVICES and LICENSED PROCESSES that are sold, performed, or, leased by LICENSEE
or its  AFFILIATES under this Agreement, and all Sublicense Revenue
received by LICENSEE and its AFFILIATES.  LICENSEE shall keep, and
shall cause its AFFILIATES and SUBLICENSEES to keep, full, true and accurate
books of account containing all particulars that may be necessary for the
purpose of showing the amounts payable to ACT hereunder and LICENSEE’s
compliance with the terms and conditions of this Agreement.  Said
books of account shall be kept at LICENSEE’s principal place of business or at
such other location as may be agreed upon by the parties.  Said books
and the supporting data shall be open upon reasonable advance notice (and no
more frequently than once per calendar year) for three (3) years following the
end of the calendar year to which they pertain, to the inspection of ACT or its
agents for the purpose of verifying LICENSEE’s royalty statement or compliance
in other respects with this Agreement.  If any such audit determines
that the reported payments to ACT were less than ninety percent (95%) of the
actual amount due to ACT for the period in question, LICENSEE shall bear the
cost of such audit (without limiting ACT’s other remedies with respect
thereto).


    
      
         


      

      
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    6.2           After
the first commercial sale of a LICENSED PRODUCT, LICENSED SERVICE or LICENSED
PROCESS by LICENSEE any AFFILIATE, or any  SUBLICENSEE, or LICENSEE’S
receipt of any Sublicense Revenue, LICENSEE, within forty-five (45) days after
March 31, June 30, September 30 and December 31, of each year, shall deliver to
ACT a true and accurate report of all NET SALES and License Revenue during the
preceding three-month period under this Agreement as shall be pertinent to a
royalty accounting hereunder.  Each such report shall include at least
the following:

    


    
      	
               
      

            	
              (a)

            	
              number(s)
      and type(s) of LICENSED PRODUCTS, LICENSED PROCESSES and LICENSED SERVICES
      sold, leased, or performed by LICENSEE and/or its
    AFFILIATES;

            


    

    


    
      	
               
      

            	
              (b)

            	
              total
      billings and payments received for LICENSED PRODUCTS, LICENSED PROCESSES
      and LICENSED SERVICES performed, sold, or leased by LICENSEE and its
      AFFILIATES, and/or Sublicense Revenue received from
      its  SUBLICENSEES; and

            


    

    


    
      	
               
      

            	
              (c)

            	
              deductions
      applicable as provided in Section
1.9;

            


    

    


    6.3           With
each such report submitted, LICENSEE shall pay to ACT the royalties and other
payments due and payable under this Agreement.  If no royalties or
other payments shall be due, LICENSEE shall so report.

    


    6.4           LICENSEE’s
reporting obligations hereunder shall terminate when LICENSEE’S obligation to
pay royalties to ACT terminates.

    


    ARTICLE 7 - PATENT
RIGHTS

    


    7.1           Responsibility for the
PATENT RIGHTS.  Subject to the terms of this Agreement,
LICENSEE shall be primarily responsible after the Effective Date for the
preparation, filing, prosecution and maintenance of the PATENT RIGHTS listed on
Exhibit B.  The
costs of such filing, prosecution and maintenance (including without limitation
the payment of all government fees in any given country required to maintain the
PATENT RIGHTS) after the Effective Date shall be borne by
LICENSEE.  LICENSEE agrees to use reasonable commercial efforts to
prosecute U.S. patents covering the inventions disclosed in the patent
applications included in the PATENT RIGHTS.  LICENSEE shall not be
obligated to reimburse ACT for any costs or expenses incurred by ACT prior to
the Effective Date with respect to the preparation, filing, and prosecution of
any patent applications.

    


    7.2           ACT’s
Participation.  ACT’s patent counsel shall be given a
reasonable opportunity to comment, at ACT’s expense, on all proposed patent
filings and responses to patent office actions or other patent office
communications that may affect the PATENT RIGHTS, and LICENSEE will not
unreasonably refuse to accept any suggestions of ACT’s patent
counsel; provided, however, that
LICENSEE will have the final decision on the incorporation of any comments of
ACT’s patent counsel.

    


    7.3           Abandonment.  LICENSEE
will not allow any patent or patent application within the PATENT RIGHTS to
become expired or abandoned, or fail to diligently pursue patent protection for
any invention within the PATENT RIGHTS, without giving (a) written notice to ACT
at least thirty (30)


    
      
         


      

      
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    business
days prior to the next due date for any required communication, response to
office action, filing, or payment, failure to meet which would result in
expiration or abandonment, including but not limited to provisional abandonment,
of the patent or patent application, and (b) ACT the right to assume
responsibility for such patent or patent application.  If ACT so
elects, (i) LICENSEE will execute such documents and otherwise perform such acts
and make all filings as may be reasonably required to permit ACT or its
designees to prosecute and maintain such patent or application in such
jurisdiction(s) and transact all matters connected therewith (including, as
necessary, appointing ACT’s patent counsel as associate attorneys of record, and
changing address of the patent attorney of record with the appropriate patent
authorities), (ii) ACT will thereafter assume control thereof and all expenses
(arising thereafter) for such prosecution and maintenance by ACT, and (iii)
LICENSEE’s rights and the licenses granted to LICENSEE with respect to all such
patents and patent applications shall automatically terminate upon ACT’s
assumption of control thereof.

    


    7.4           Enforcement of the PATENT
RIGHTS.  The Parties agree to notify each other in writing of
any actual or threatened infringement by a third party of the PATENT RIGHTS or
of any third-party claim of invalidity or unenforceability of the PATENT RIGHTS,
or of any interference or other proceeding affecting the PATENT
RIGHTS.  LICENSEE shall have the first right to prosecute and defend
such claims under its sole control and at its sole expense.  If
LICENSEE does proceed with such prosecution or defense, ACT shall provide
reasonable assistance to LICENSEE at LICENSEE’s request, provided LICENSEE pays
ACT for the reasonable out-of-pockets costs incurred by ACT in providing such
assistance.  Any recovery obtained in an action under this Section 7.4
shall be distributed as follows, in this order: (i) LICENSEE shall be reimbursed
for any expenses incurred in the action; and (ii) LICENSEE shall receive the
remaining recovery, less a reasonable approximation of the royalties that
LICENSEE would have paid to ACT if LICENSEE had received the amount awarded as
ordinary damages as Net Sales of LICENSED PRODUCTS sold by LICENSEE.


    


    7.5           ACT Rights to
Enforce.  In the event that LICENSEE fails to initiate an
infringement action within a reasonable time (but no more than one hundred
eighty (180) days) after LICENSEE becomes aware of the basis for such action
(e.g., the actual or threatened infringement) or fails to answer a declaratory
judgment action or interference proceeding within a reasonable time (but no more
than ninety (90) days) after LICENSEE receives or becomes aware of such
infringement or action or proceeding, ACT shall have the right, after notifying
LICENSEE in writing, to prosecute such infringement or answer such declaratory
judgment action or interference proceeding, under its sole control and at its
sole expense.  If ACT does proceed with such prosecution or defense,
LICENSEE shall provide reasonable assistance to ACT at ACT’s request, provided
ACT pays LICENSEE for its reasonable out-of-pockets costs incurred in such
assistance.  Any recovery obtained in an action under this Section 7.5
shall be distributed as follows, in this order: (i) ACT shall be reimbursed for
any expenses incurred in the action; (ii) as to ordinary damages, LICENSEE shall
receive an amount equal to lost profits or a reasonable royalty on the
infringing sales (whichever measure the court applied), less a reasonable
approximation of the royalties that LICENSEE would have paid to ACT if LICENSEE
had received such amount as Net Sales of LICENSED PRODUCTS sold by LICENSEE; and
(iii) as to any additional damages, 100% to ACT, unless LICENSEE joins ACT in
the prosecution at its own expense at which point the parties will share equally
in any award.

    


    7.6.           Cooperation.  ACT
and LICENSEE agree to reasonably cooperate in connection with the preparation,
filing, prosecution, and maintenance of the PATENT
RIGHTS.  Cooperation includes,


    
      
         


      

      
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    without
limitation, (a) promptly executing all papers and instruments or requiring
employees of ACT or LICENSEE to execute papers and instruments as reasonably
appropriate to enable LICENSEE to file, prosecute, and maintain PATENT RIGHTS in
any country; and (b) promptly informing LICENSEE of matters that may affect
preparation, filing, prosecution, or maintenance of PATENT RIGHTS (such as
becoming aware of an additional inventor who is not listed as an inventor in a
patent application).  Additionally, in the event either party
exercises its rights hereunder to proceed with any prosecution of infringement
or defense of the PATENT RIGHTS, such party shall consult with the other party
regarding the course of such proceedings and shall not enter into any
settlement, consent judgment, or other voluntary final disposition of any
infringement action that admits the invalidity or unenforceability of any PATENT
RIGHTS or that would adversely affect the rights of the other party without the
prior written consent of the other party, which consent may not be unreasonably
withheld, conditioned or delayed.  Without limiting the generality of
the provisions of this Section 7.6, concurrently with the execution and delivery
of this Agreement ACT shall execute, acknowledge, and deliver to LICENSEE the
documents attached to this Agreement as Exhibit C.

    


    7.7           New Patents, Inventions, and
Discoveries.  LICENSEE shall have the right to file and
prosecute new patent applications (and to obtain new patents) covering LICENSED
PRODUCTS, LICENSED PROCESSES, AND LICENSED SERVICES, and any other subject
matter, with respect to any KNOW HOW and any other technology, invention, or
discovery made by LICENSEE or any of its Affiliates or Sublicensees using PATENT
RIGHTS and KNOW HOW.  ACT shall acquire no rights with respect to such
new patents, inventions, discoveries, or technology not included within the
PATENT RIGHTS and KNOW HOW licensed to LICENSEE by ACT.

    


    ARTICLE 8 –
INDEMNIFICATION,

    LIMITATION OF LIABILITY AND
INSURANCE

    


    8.1           LICENSEE
shall at all times during the term of this Agreement and thereafter, indemnify,
defend and hold harmless ACT and its affiliates, successors, assigns, agents,
officers, directors, shareholders and employees (each, an “Indemnified Party”),
at LICENSEE’s sole cost and expense, against all liabilities of any kind
whatsoever, including legal expenses and reasonable attorneys’ fees, arising out
of the death of or injury to any person or persons or out of any damage to
property resulting from the production, manufacture, sale, use, lease,
performance, consumption or advertisement of the LICENSED PRODUCTS, LICENSED
PROCESSES or LICENSED SERVICES or arising from any obligation, act or omission,
or from a breach of any representation or warranty of LICENSEE hereunder,
excepting only claims that result from (a) the willful misconduct or gross
negligence of ACT, (b) any
material breach by ACT of its representations and warranties under this
Agreement, and (c) claims alleging that the use of any of the PATENT RIGHTS or
KNOW-HOW infringe upon any patent, trade secret, or moral right of any third
party.  The indemnification obligations set forth herein are
subject to the following conditions: (i) the Indemnified Party shall notify
LICENSEE in writing promptly upon learning of any claim or suit for which
indemnification is sought; (ii) LICENSEE shall have control of the defense or
settlement, provided
that the Indemnified Party shall have the right (but not the obligation)
to participate in such defense or settlement with counsel at its selection and
at its sole expense; and (iii) the Indemnified Party shall reasonably cooperate
with the defense, at LICENSEE’s expense.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    8.2           EXCEPT
AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, ACT, ITS DIRECTORS,
OFFICERS, AGENTS, SHAREHOLDERS, EMPLOYEES, AND AFFILIATES MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE
ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY ACT
THAT THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT
INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY.  IN NO EVENT SHALL ACT,
ITS DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, EMPLOYEES AND AFFILIATES BE
LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC
DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER ACT SHALL
BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
POSSIBILITY OF SUCH DAMAGES.

    


    8.3           LICENSEE
agrees to maintain insurance or self-insurance that is reasonably adequate to
fulfill any potential obligation to the indemnified parties.  LICENSEE
shall continue to maintain such insurance or self-insurance during the term of
this Agreement and after the expiration or termination of this Agreement for a
period of five (5) years.

    


    ARTICLE 9 –
TERMINATION

    


    9.1           This
Agreement shall be effective on the Effective Date and shall extend twenty (20)
years or until the expiration of the last to expire of the PATENT RIGHTS,
whichever is later, unless sooner terminated as provided in this Article
9.

    


    9.2           ACT
may terminate this Agreement and the rights, privileges and license granted
hereunder by written notice upon a breach or default of this Agreement by
LICENSEE, as follows:

    


    
      	
               
      

            	
              (i)

            	
              non-payment
      of any amounts due which is not cured within thirty (30) days of receipt
      of written notice of such non-payment wherein said notice is delivered by
      registered mail; or

            


    

    


    
      	
               
      

            	
              (ii)

            	
              breach
      of any obligation which is not cured within thirty (30) days of a written
      request to remedy such breach wherein said request is delivered by
      registered mail, or if the breach cannot be cured within said thirty (30)
      day period, failure of LICENSEE within said thirty (30) day period to
      proceed with reasonable promptness thereafter to cure the
      breach.

            


    

    


    Such
termination shall become automatically effective unless LICENSEE shall have
cured any such material breach or default prior to the expiration of the
applicable cure period.

    


    9.3           LICENSEE
shall have the right to terminate this Agreement at any time on three (3)
months’ prior notice to ACT, and upon payment of all amounts due ACT through
the


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    effective
date of the termination.

    


    9.4           Upon
termination of this Agreement for any reason, nothing herein shall be construed
to release either party from any obligation that matured prior to the effective
date of such termination; and Sections 6.1,Article 8, Article 10, Article 12,
Section 13.4, Section 13.5, and Section  13.6, and any other Sections
or provisions which by their nature are intended to survive termination, shall
survive any such termination.

    


    
      	
               
      

            	
              ARTICLE 10 -
      CONFIDENTIALITY

            


    

    


    10.1                      During
the course of this Agreement, ACT and LICENSEE may provide each other with
CONFIDENTIAL INFORMATION.  CONFIDENTIAL INFORMATION may be disclosed
in oral, visual or written form, and includes such information that is
designated in writing as such by the discloser at the time of disclosure, orally
disclosed information that is designated in writing as confidential within 30
days after such oral disclosure, or information which, under all of the given
circumstances ought reasonably be treated as CONFIDENTIAL INFORMATION of the
disclosing party. ACT and LICENSEE each intend to maintain the confidential or
trade secret status of their CONFIDENTIAL INFORMATION.  Each shall
exercise reasonable care to protect the CONFIDENTIAL INFORMATION of the other
from disclosure to third parties; no such disclosure shall be made without the
other’s written permission.  Upon termination or expiration of this
Agreement, ACT and/or LICENSEE shall comply with the other’s written request to
return all CONFIDENTIAL INFORMATION that is in written or tangible
form.  Except as expressly provided herein, neither ACT nor LICENSEE
is granted any license to use the other’s CONFIDENTIAL
INFORMATION.  The obligations of ACT and LICENSEE under this Article
10 shall survive any expiration or termination of this
Agreement.  Notwithstanding the preceding provisions of this Section
10.1, until such time as this Agreement is terminated:  (a) KNOW HOW
and the content of any patent application relating to or included in PATENT
RIGHTS shall be deemed to be the LICENSEE’s CONFIDENTIAL INFORMATION rather than
ACT’s CONFIDENTIAL INFORMATION; (b) LICENSEE shall have the right to disclose
KNOW HOW and the content of patent applications related to or included in PATENT
RIGHTS to third parties without restriction under this Agreement; and (c)
LICENSEE shall not have any obligation to ACT to treat KNOW HOW or the content
of any patent application related to or included in PATENT RIGHTS as ACT’s
CONFIDENTIAL INFORMATION.

    


    10.2                      The
parties agree that the specific terms (but not the overall existence) of this
Agreement shall be considered CONFIDENTIAL INFORMATION; provided, however, that
the parties may disclose the terms of this Agreement to investors or potential
investors, potential business partners, potential Sublicensees and assignees,
potential co-developers, manufacturers, marketers, or distributors of any
LICENSED PRODUCT, LICENSED PROCESS, or LICENSED SERVICE, and in any prospectus,
offering, memorandum, or other document or filing required by applicable
securities laws or other applicable law or regulation.  The parties
may also disclose CONFIDENTIAL INFORMATION that is required to be disclosed to
comply with applicable law or court order, provided that the recipient gives
reasonable prior written notice of the required disclosure to the discloser and
reasonably cooperates with the discloser’s efforts to prevent such
disclosure.

    


    ARTICLE 11 - PAYMENTS,
NOTICES, AND OTHER COMMUNICATIONS


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    Any payment, notice or other
communication required to be given to any party will be deemed to have been
properly given and to be effective (a) on the date of delivery if delivered by
hand, recognized national next business day delivery service, confirmed
facsimile transmission, or confirmed electronic mail, or five (5) days after
mailing by registered or certified mail, postage prepaid, return receipt
requested, to the respective addresses given below, or to another address as it
shall designate by written notice given to the other party in the manner
provided in this Section.

    


    In the case of
ACT:                            Advanced
Cell Technology, Inc.

    11100 Santa Monica Blvd, Suite
850

    Los Angeles, CA 90025

    Attention:  William M.
Caldwell, IV

    


    With a copy
to:                                  Pierce
Atwood LLP

    One Monument Square

    Portland, ME 04101

    Attention:  William L.
Worden, Esq.

    


    In the case of
LICENSEE                Embryome
Sciences, Inc.

                                                                             
1301 Harbor Bay Parkway, Suite 100

                                                                             
Alameda, California 94502

                                                                             
Attention: Michael D. West

     

           With a
copy
to:                                
Richard S. Soroko, Esq.

                                                                             
Lippenberger, Thompson, Welch, Soroko & Gilbert LLP

                                                                             
201 Tamal Vista Blvd.

                                                                             
Corte Madera, California 94925

     

     

    ARTICLE 12 - REPRESENTATIONS
AND WARRANTIES

    


    12.1                      LICENSEE
represents and warrants that it has full corporate power and authority to enter
into this Agreement, that this Agreement constitutes the binding legal
obligation of LICENSEE, enforceable in accordance with its terms, and that the
execution and performance of this Agreement by LICENSEE will not violate,
contravene or conflict with any other agreement to which LICENSEE is a party or
by which it is bound or with any law, rule or regulation applicable to LICENSEE,
and that any permits, consents or approvals necessary or appropriate for
LICENSEE to enter into this Agreement have been obtained.

    


    12.2                      LICENSEE
is an entity duly incorporated or otherwise organized, validly existing and in
good standing under the laws of the jurisdiction of its incorporation or
organization, with the requisite power and authority to own and use its
properties and assets and to carry on its business as currently
conducted.

     

          
12.3                      ACT
represents and warrants that (a) it owns the PATENT RIGHTS and KNOW HOW, (b) it
has the full legal right and power to grant the licenses granted hereunder, (c)
that this Agreement constitutes the binding legal obligation of ACT, enforceable
in accordance with its terms, (c) the execution, delivery, and performance of
this Agreement by ACT will not violate, contravene or


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    conflict
with any other agreement to which ACT is a party or by which it is bound or with
any law, rule or regulation applicable to ACT, and (d) any permits, consents or
approvals necessary or appropriate for ACT to enter into this Agreement have
been obtained.

    


    12.4                      ACT
represents and warrants that, to the best of its knowledge, the use of the
PATENT RIGHTS and KNOW HOW by LICENSEE or any Sublicensee for any purposes
contemplated or permitted by this Agreement, will not infringe in any way any
claim under any patent held by any third party.

    


    12.5                      ACT
represents and warrant that the use of the PATENT RIGHTS and KNOW-HOW by
LICENSEE or any Sublicensee for any purposes contemplated or permitted by this
Agreement, will not infringe in any way any claim under any patent held by ACT
or under any patent that may issue from any ACT patent application now pending,
or under any patent that ACT may in the future obtain, or any other intellectual
property rights of ACT.

    


    12.6                      ACT
further represents, warrants and agrees, that it shall not make any claim or
demand, or commence any lawsuit or other proceeding, alleging that use of the
PATENT RIGHTS, KNOW-HOW, CELLS, and CELL LINES by LICENSEE or any Sublicensee
for any purpose contemplated or permitted by this Agreement infringes in any way
any claim under any patent held by ACT or under any patent that may issue from
any ACT patent application now pending, or under any patent that ACT may in the
future obtain, or any other intellectual property rights of ACT.  The
provisions of this Section 12.5 shall pertain as well to all subsidiaries of ACT
and all patents and patent applications of ACT subsidiaries.  ACT and
its subsidiaries shall cause the provisions of this Section 12.6, as they
pertain to refraining from asserting claims and demands or commencing lawsuits
and proceedings, to be including in all licenses and assignments of ACT’s
patents and patent applications.

    


    12.7                      ACT
represents and warrants that all of the patent applications of ACT and its
subsidiaries pertaining to the processes or technology needed (alone or together
with the KNOW-HOW) to make or develop CELLS and CELL LINES are identified on
Exhibit
B.

    


    12.8                      This
Article 12 shall survive expiration or termination of this
Agreement.

    


    ARTICLE 13 – ACT
OPTIONS

    


    13.1                      ACT shall have the option to acquire
from LICENCEE an exclusive, royalty free, world-wide license to use PATENT
RIGHTS and KNOW-HOW to research, develop, make, have made, use, sell, have sold,
offer for sale, have offered for sale, import, have imported, export and have
exported LICENSED PRODUCTS consisting of retinal pigment epithelial
cells, hemangioblasts, and myocardial cells for human therapeutic use, and a
non-exclusive, royalty free, world-wide license to use PATENT RIGHTS and
KNOW-HOW to research, develop, make, have made, use, sell, have sold, offer for
sale, have offered for sale, import, have imported, export and have exported
LICENSED PRODUCTS consisting of hepatocytes for human
therapeutic use.

    


    13.2                      The
options granted to ACT under this Section 13.1 are exercisable by ACT
individually, with respect to each cell type, so that ACT may elect to exercise
its option with respect to all or with respect to one or more of such cell
types, but each such exercise shall require payment of the


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    Exercise
Price with respect to each such cell type.  The Exercise Price shall
be $5,000 for each cell type. ACT may exercise its option with respect to a
particular cell type by delivering to LICENSEE written notice of such exercise,
specifying the cell type(s) and accompanied by payment of the Exercise Price for
each such cell type as to which the option is being exercised.

    


    13.3                      The
option granted to ACT under this Article 13 with respect to a particular cell
type may be exercised by ACT during a 12 month period commencing on the date on
which LICENSEE gives ACT notice of the first VALID CLAIM under a patent is
issued in any country covering LICENSED PRODUCTS of any kind that would include
that cell type, and ending on the day immediately preceding the first
anniversary of the date on which such notice was given by
LICENSEE.  ACT may not exercise the option after such 12 month period
expires.  Notwithstanding any other provision of this Article 13, ACT
may not exercise its option if ACT is in breach or default of any of its
agreements, covenants, representations, or warranties under this
Agreement.

    


    13.4                      If
ACT exercises an option and acquires a license under this Article 13, ACT shall
at all times during the term of this Agreement and thereafter, indemnify, defend
and hold harmless LICENSEE and LICENSEE’s Affiliates, successors, assigns,
agents, officers, directors, shareholders and employees (each, a “LICENSEE
Indemnified Party”), at ACT’s sole cost and expense, against all liabilities of
any kind whatsoever, including legal expenses and reasonable attorneys’ fees,
arising out of the death of or injury to any person or persons or out of any
damage to property resulting from the production, manufacture, sale, use, lease,
performance, consumption or advertisement of the LICENSED PRODUCTS under such
license,  The indemnification obligations set forth herein are subject
to the following conditions: (i) the LICENSEE Indemnified Party shall notify ACT
in writing promptly upon learning of any claim or suit for which indemnification
is sought; (ii) ACT shall have control of the defense or settlement, provided that the
LICENSEE Indemnified Party shall have the right (but not the obligation) to
participate in such defense or settlement with counsel at its selection and at
its sole expense; and (iii) the LICENSEE Indemnified Party shall reasonably
cooperate with the defense, at ACT’s expense.

    


    13.5                      EXCEPT
AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, LICENSEE, ITS DIRECTORS,
OFFICERS, AGENTS, SHAREHOLDERS, EMPLOYEES, AND AFFILIATES MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE
ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS
AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY ACT
THAT THE PRACTICE BY ACT OF ANY LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE
PATENT RIGHTS OF ANY THIRD PARTY.  IN NO EVENT SHALL LICENSEE, ITS
DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, EMPLOYEES AND AFFILIATES BE LIABLE
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE
OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER LICENSEE SHALL BE
ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE
POSSIBILITY OF SUCH DAMAGES.

    


    13.6                      ACT
agrees to maintain insurance or self-insurance that is reasonably adequate to
fulfill


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    any
potential obligation to the LICENSEE Indemnified Parties.  ACT shall
continue to maintain such insurance or self-insurance during the term of each of
its licenses and after the expiration or termination of the licenses for a
period of five (5) years.

    


    


    ARTICLE 14 - MISCELLANEOUS
PROVISIONS

    


    14.1                      Nothing
herein shall be deemed to constitute either party as the agent or representative
of the other party.

    


    14.2                      To
the extent commercially feasible, and consistent with prevailing business
practices, all products manufactured or sold under this Agreement will be marked
with the number of each issued patent that applies to such product.

    


    14.3                      This
Agreement shall be construed, governed, interpreted and applied in accordance
with the laws of California, without regard to principles of conflicts of law
thereof, except that questions affecting the construction and effect of any
patent shall be determined by the law of the country in which the patent was
granted.

    


    14.4                      The
parties hereto acknowledge that this Agreement (including the Exhibits hereto)
sets forth the entire Agreement and understanding of the parties hereto as to
the subject matter hereof, and shall not be subject to any change or
modification except by the execution of a written instrument subscribed to by
the parties hereto.

    


    14.5                      The
provisions of this Agreement are severable, and in the event that any provisions
of this Agreement shall be determined to be invalid or unenforceable under any
controlling body of the law, such invalidity or unenforceability shall not in
any way affect the validity or enforceability of the remaining provisions
hereof.

    


    14.6                      The
failure of either party to assert a right hereunder or to insist upon compliance
with any term or condition of this Agreement shall not constitute a waiver of
that right or excuse a similar subsequent failure to perform any such term or
condition by the other party.

    


    


    [The next
page is the signature page]

    


    


    


    


    



    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the parties have
duly executed this Agreement as of the Effective Date set forth
above.

    


    ADVANCED
CELL TECHNOLOGY, INC.

    


    


    


    By:  /s/
William M. Caldwell,
IV                                                            

    Printed
Name:  William M. Caldwell, IV

    Title:  Chairman
& CEO

    


    By:                                                                

    Printed
Name:

    Title:  Secretary

    


    


    EMBRYOME
SCIENCES, INC.

    


    


    By:  /s/
Michael D.
West                                                              

    Printed
Name: Michael D. West

    Title:
Chief Executive Officer

    


    


    By:  /s/
Judith
Segall                                                              

    Printed
Name: Judith Segall

    Title:
Secretary

    



    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    


    


    


    
      	
              ACTC
      No.

            	
              Cell
      Line

            
	
              NA

            	
              Parental
      hES Cells

            
	
              A

            	
              Parental
      hES Cells

            
	
              50

            	
              B-26

            
	
              51

            	
              B-2

            
	
              52

            	
              B-29

            
	
              53

            	
              B-7

            
	
              54

            	
              B-17

            
	
              55

            	
              B-3

            
	
              56

            	
              B-6

            
	
              57

            	
              B-25

            
	
              58

            	
              B-11

            
	
              59

            	
              B-16

            
	
              60

            	
              B-28

            
	
              61

            	
              B-30

            
	
              62

            	
              2-2
      (Rep1)

            
	
              62

            	
              2-2
      (Rep2)

            
	
              63

            	
              2-1

            
	
              64

            	
              6-1

            
	
              65

            	
              B-12

            
	
              66

            	
              B-4

            
	
              67

            	
              B-14

            
	
              68

            	
              5-4

            
	
              69

            	
              4-2

            
	
              70

            	
              2-3

            
	
              71

            	
              B-15

            
	
              72

            	
              CM50-4

            


    

     

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    
      	
              ACTC
      No.

            	
              Cell Line

            
	
              73

            	
              CM0-3

            
	
              74

            	
              CM0-5

            
	
              75

            	
              CM50-5

            
	
              76

            	
              CM50-2

            
	
              77

            	
              CM0-2

            
	
              78

            	
              CM30-2

            
	
              79

            	
              CM20-4

            
	
              80

            	
              E26

            
	
              81

            	
              E71

            
	
              82

            	
              4-D20-9

            
	
              83

            	
              4-SKEL-19

            
	
              84

            	
              4-D20-8

            
	
              85

            	
              E34

            
	
              86

            	
              E51

            
	
              87

            	
              C4.4

            
	
              88

            	
              E3

            
	
              89

            	
              E73

            
	
              90

            	
              E93

            
	
              91

            	
              E57

            
	
              92

            	
              C4
      ELSR #14

            
	
              93

            	
              E76

            
	
              94

            	
              E17

            
	
              95

            	
              E40

            
	
              96

            	
              E8

            
	
              97

            	
              E67

            
	
              98

            	
              E15

            
	
              99

            	
              E45

            
	
              100

            	
              E72

            
	
              101

            	
              E69

            


    

     

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      	ACTC No.	Cell
      Line 
	
              102

            	
              E75

            
	
              103

            	
              M10

            
	
              104

            	
              M13

            
	
              105

            	
              E19

            
	
              106

            	
              T44

            
	
              107

            	
              E61

            
	
              108

            	
              C4
      ELSR #18

            
	
              109

            	
              RA-SKEL-8

            
	
              110

            	
              4-SKEL-8

            
	
              111

            	
              RA-PEND-15

            
	
              112

            	
              E108

            
	
              113

            	
              E35

            
	
              114

            	
              E33

            
	
              115

            	
              E80

            
	
              116

            	
              E84

            
	
              117

            	
              E109

            
	
              118

            	
              C4
      ELS5 #6

            
	
              119

            	
              J8

            
	
              120

            	
              T43

            
	
              121

            	
              E10

            
	
              122

            	
              RA-PEND-6

            
	
              123

            	
              RA-PEND-10

            
	
              124

            	
              RA-SKEL-3

            
	
              125

            	
              RA-SKEL-21

            
	
              126

            	
              4-SKEL-4

            
	
              127

            	
              4-SKEL-20

            
	
              128

            	
              RA-PEND-4

            
	
              129

            	
              RA-PEND-18

            
	
              130

            	
              C4
      ELS5 #1

            


    

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

     

    
      	
               ACTC
      No.

            	Cell Line
	
              131

            	
              C4
      ELSR #12

            
	
              132

            	
              E163

            
	
              133

            	
              C4
      Mesen. #3

            
	
              134

            	
              G6

            
	
              135

            	
              C4
      ELS5 #5

            
	
              136

            	
              J16

            
	
              137

            	
              SK46

            
	
              138

            	
              SK47

            
	
              139

            	
              EN2

            
	
              140

            	
              EN26

            
	
              141

            	
              EN31

            
	
              142

            	
              SM2

            
	
              143

            	
              SM4

            
	
              144

            	
              EN4

            
	
              145

            	
              EN5

            
	
              146

            	
              SK52

            
	
              147

            	
              SK43

            
	
              148

            	
              SK30

            
	
              149

            	
              SM42

            
	
              150

            	
              SM28

            
	
              151

            	
              SM49

            
	
              152

            	
              C4
      ELSR #10

            
	
              153

            	
              RA-SKEL-11

            
	
              154

            	
              RA-SMO-12

            
	
              155

            	
              RA-D20-16

            
	
              156

            	
              SM22

            
	
              157

            	
              SK5

            
	
              158

            	
              SK18

            
	
              159

            	
              SK50

            


    

     

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ACTC No.

            	
               Cell
      Line

            
	
              160

            	
              SK54

            
	
              161

            	
              J4

            
	
              162

            	
              SK17

            
	
              163

            	
              SK26

            
	
              164

            	
              SK31

            
	
              165

            	
              SK32

            
	
              166

            	
              SM25

            
	
              167

            	
              C4
      ELSR #2 (Bio 1)

            
	
              167

            	
              C4
      ELSR #2 (Bio 2)

            
	
              167

            	
              C4
      ELSR #2 (Bio 3)

            
	
              168

            	
              SK3

            
	
              169

            	
              SK53

            
	
              170

            	
              E44

            
	
              171

            	
              E65

            
	
              172

            	
              J13

            
	
              173

            	
              EN1

            
	
              174

            	
              EN13

            
	
              175

            	
              EN42

            
	
              176

            	
              EN47

            
	
              177

            	
              SM27

            
	
              178

            	
              E50

            
	
              179

            	
              E30
      (Bio1)

            
	
              179

            	
              E30
      (Bio2)

            
	
              180

            	
              E122

            
	
              181

            	
              SK61

            
	
              182

            	
              SM17

            
	
              183

            	
              SM33

            
	
              184

            	
              EN7

            
	
              185

            	
              EN55

            


    

     

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ACTC No.

            	
               Cell
      Line

            
	
              186

            	
              T7

            
	
              187

            	
              EN22

            
	
              188

            	
              SK58

            
	
              189

            	
              MW2

            
	
              190

            	
              SK8

            
	
              191

            	
              SK20

            
	
              192

            	
              SK60

            
	
              193

            	
              MW6

            
	
              194

            	
              Z11
      (Rep 1)

            
	
              194

            	
              Z11
      (Rep 2)

            
	
              195

            	
              Z6

            
	
              196

            	
              W10

            
	
              197

            	
              W11

            
	
              198

            	
              T36

            
	
              199

            	
              EN27

            
	
              200

            	
              Z7

            
	
              201

            	
              SM44

            
	
              202

            	
              EN38

            
	
              203

            	
              SK1

            
	
              204

            	
              SK44

            
	
              205

            	
              SK57

            
	
              206

            	
              J2

            
	
              207

            	
              E68

            
	
              208

            	
              E169

            
	
              209

            	
              E164

            
	
              210

            	
              T42

            
	
              211

            	
              T14

            
	
              212

            	
              RA-D20-6

            
	
              213

            	
              Z8

            


    

     

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

     

    
      	
               ACTC
      No.

            	
               Cell
      Line

            
	
              214

            	
              SK40

            
	
              215

            	
              EN11

            
	
              216

            	
              EN18

            
	
              217

            	
              EN23

            
	
              218

            	
              SK14

            
	
              219

            	
              SK10

            
	
              220

            	
              EN51

            
	
              221

            	
              EN16

            
	
              222

            	
              E53

            
	
              223

            	
              E111

            
	
              224

            	
              SK49

            
	
              225

            	
              SM8

            
	
              226

            	
              RA-D20-5

            
	
              227

            	
              RA-D20-24

            
	
              228

            	
              W7

            
	
              229

            	
              4-D20-14

            
	
              230

            	
              RA-D20-19

            
	
              231

            	
              T20

            
	
              232

            	
              RA-SMO-19

            
	
              233

            	
              M11

            
	
              234

            	
              EN9

            
	
              235

            	
              Q7

            
	
              236

            	
              U31

            
	
              237

            	
              EN19

            
	
              238

            	
              C4
      ELS5 #8

            
	
              239

            	
              Q8

            
	
              240

            	
              SK25

            
	
              241

            	
              EN20

            
	
              242

            	
              MW1

            


    

     

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ACTC
      No.

            	
               Cell
      Line

            
	
              243

            	
              C4
      ELSR #13

            
	
              244

            	
              Z3

            
	
              245

            	
              W8
      (Rep 1)

            
	
              245

            	
              W8
      (Rep 2)

            
	
              246

            	
              SK28

            
	
              247

            	
              E120

            
	
              248

            	
              SM51

            
	
              249

            	
              EN8

            
	
              250

            	
              SK11

            
	
              251

            	
              EN43

            
	
              252

            	
              4-D20-3

            
	
              253

            	
              EN44

            
	
              254

            	
              EN50

            
	
              255

            	
              Z2

            
	
              256

            	
              SM30

            
	
              257

            	
              EN53

            
	
              258

            	
              SK27

            
	
              259

            	
              U18

            
	
              260

            	
              SM35

            
	
              261

            	
              EN25

            
	
              262

            	
              C4
      ELSR 6

            
	
              263

            	
              Z1

            
	
              264

            	
              F15

            
	
              265

            	
              RA-SKEL-9

            
	
              266

            	
              E85

            
	
              267

            	
              W4

            
	
              268

            	
              MEL-2

            
	
              269

            	
              LS2

            
	
              270

            	
              7-SKEL-4

            


    

     

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

     

    
      	
               ACTC
      No.

            	
               Cell
      Line

            
	
              271

            	
              7-SKEL-7

            
	
              272

            	
              7-PEND-9

            
	
              273

            	
              7-PEND-16

            
	
              274

            	
              7-SKEL-6

            
	
              275

            	
              LS3

            
	
              276

            	
              7-SMOO-19

            
	
              277

            	
              7-SMOO-29

            
	
              278

            	
              7-SMOO-32

            
	
              279

            	
              7-SMOO-33

            
	
              280

            	
              7-SMOO-4

            
	
              281

            	
              7-SMOO-9

            
	
              282

            	
              7-SMOO-17

            
	
              283

            	
              7-PEND-24

            
	
              284

            	
              7-SKEL-32

            
	
              285

            	
              7-SMOO-13

            
	
              286

            	
              7-SMOO-25

            
	
              287

            	
              7-SMOO-12

            
	
              288

            	
              7-PEND-30

            
	
              289

            	
              7-SKEL-25

            
	
              290

            	
              7-SMOO-6

            
	
              291

            	
              7-SMOO-26

            
	
              292

            	
              7-SMOO-22

            
	
              293

            	
              7-SMOO-8

            
	
              294

            	
              7-SKEL-14

            
	
              295

            	
              7-SKEL-11

            
	
              296

            	
              7-SKEL-2

            
	
              297

            	
              7-SKEL-22

            
	
              298

            	
              7-SMOO-7

            
	
              299

            	
              7-PEND-12

            


    

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

     

    
      	
               ACTC
      No.

            	
              Cell Line

            
	
              300

            	
              7-SMOO-27

            
	
              301

            	
              7-PEND-13

            
	
              302

            	
              7-PEND-11

            
	
              303

            	
              7-PEND-15

            
	
              304

            	
              7-PEND-32

            
	
              305

            	
              7-PEND-26

            
	
              306

            	
              7-SKEL-24

            
	
              307

            	
              7-PEND-10

            
	
              308

            	
              7-PEND-23

            
	
              309

            	
              10-RPE-9

            
	
              310

            	
              10-RPE-8

            
	
              311

            	
              RA-PEND-19

            
	
              NA

            	
              X4.1

            
	
              NA

            	
              X4.3

            
	
              NA

            	
              B-10

            
	
              NA

            	
              B-1

            
	
              NA

            	
              X4

            
	
              NA

            	
              X5

            
	
              NA

            	
              B-20

            
	
              NA

            	
              B-22

            
	
              NA

            	
              X6

            
	
              NA

            	
              CM10.1

            
	
              NA

            	
              X2

            
	
              NA

            	
              B-27

            
	
              NA

            	
              B-9

            
	
              NA

            	
              X4.4

            
	
              NA

            	
              E31

            
	
              NA

            	
              CM10-4

            
	
              NA

            	
              CM30-5

            


    

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

     

    
      	
               ACTC
      No.

            	
               Cell
      Line

            
	
              NA

            	
              EN28

            
	
              NA

            	
              Q4

            
	
              NA

            	
              Q6

            
	
              NA

            	
              RA-PEND-17
      (Bio 1)

            
	
              NA

            	
              RA-PEND-17
      (Bio 2)

            
	
              NA

            	
              RA-SKEL-18
      (Rep 1)

            
	
              NA

            	
              RA-SKEL-18
      (Rep 2)

            
	
              NA

            	
              RA-SKEL-6

            
	
              NA

            	
              SM19

            
	
              NA

            	
              SM29

            
	
              NA

            	
              SM40

            
	
              NA

            	
              T23

            
	
              NA

            	
              T4

            
	
              NA

            	
              U30

            
	
              NA

            	
              W2

            
	
              NA

            	
              W3

            
	
              NA

            	
              E11

            
	
              NA

            	
              SK15

            
	
              NA

            	
              E55

            
	
              NA

            	
              E132

            
	
              NA

            	
              RA-SMO-10

            
	
              NA

            	
              RA-SMO-14

            
	
              NA

            	
              W9

            
	
              NA

            	
              MW4

            
	
              NA

            	
              SK16

            


    

    


    .

    .

    .

    [Attach
complete list of ACTCellerate cell lines (200+ lines)]

    


    



    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    PATENT
RIGHTS

    


    103080-069-WO1 (PCT/US06/13519,
filed on 4-11-06): NOVEL USES OF CELLS WITH PRENATAL PATTERNS OF GENE
EXPRESSION, published as WO2007/058671

     

    103080-071-P61 (USSN
60/791,400, filed on Apr. 11, 2006): METHODS TO ACCELERATE THE ISOLATION OF
NOVEL CELL STRAINS FROM PLURIPOTENT ST

     

    103080-071-P66 (USSN
60/850,294, filed on Oct. 6, 2006), METHODS TO ACCELERATE THE ISOLATION OF NOVEL
CELL STRAINS FROM PLURIPOTENT STEM CELLS

     

    103080-071-P01
(USSN 11/604,047, filed on Nov. 21, 2006), METHODS TO ACCELERATE THE ISOLATION
OF NOVEL CELL STRAINS FROM PLURIPOTENT STE...

     

    PCT is
103080-071-WO2 (PCT/US2006/45352, filed on Nov. 21, 2006), published as WO
2007/062198.

    


    Subsequent
provisional filings of CIPs of the above through February 2007.

     

    



    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    EXHIBIT
C

    POWERS OF ATTORNEY AND OTHER
AUTHTORIZATIONS RELATING TO PATENT RIGHTS

    



    
      
         


      

      
        29