**Exhibit10.64**

 

**MATERIALS TRANSFER AGREEMENT**

 

This Agreement is among Advanced CellTechnology, Inc. (“ACT”), Philip Damiani Ph.D. (“The Institution”) and  CARLOS T. MORAES Ph.D. (“Researcher”). The Institution and the Researcher arecollectively referred to in this Agreement as the “Recipients.”

 

The parties hereby agree as follows:

 

1.              **RequestedMaterials.** The term “Materials” shall mean the followingtangible materials that are requested by Researcher and furnished by ACT underthe terms of this Agreement:

 

Gaur fetal tissue—brain, tongue, tongue/lowerjaw, heart, intestine, liver, kidney, skin, muscle (leg), eye, hind foot (hoof)

 

ACT 00-011 cell line—bovine adult maleholstein

 

ACT 00-014 cell line gaur adult male

 

samples gaur 1-6; cow 1-4

 

“Materials” shall also include any othermaterials routinely produced through use of such tangible materials, including,for example, any progeny derived from a cell line, monoclonal antibodiesproduced by hybridoma cells, DNA or RNA replicated from isolated DNA or RNA,recombinant proteins produced by a recombinant cell line, recombinant proteinsproduced through use of isolated DNA or RNA, and substances routinely purifiedfrom any source material included in the materials (such as recombinantproteins isolated from a cell extract or supernatant by non-proprietaryaffinity purification methods).

 

2.                **Limited Use of Materials**. TheRecipients agree to use the Materials only for the following experimentalresearch under the direct supervision of Researcher, and not for any otherpurpose:

 

Mitochondria Evaluation

 

DNA Markers

 

The Recipients shall use the Materials onlyin compliance with all applicable federal, state and local laws andregulations. The Recipients shall not use the Materials in any in vivo experimentson human subjects without the prior written consent of ACT

 

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3.               **Limited Disposition of Materials.**   The Materials shall remain on the premises ofthe Institution. The Recipient shall not distribute any Materials to any thirdparty other than employees or students of Institution who are working under thesupervision of Researcher. Upon completion of the research, or sooner at therequest of ACT, the Recipient shall at the instruction of ACT either destroy orreturn any unused Materials.

 

4.               **Ownership of Materials.**   The Recipient acknowledges and agrees thatall title and intellectual property rights in the Materials are and shall beowned by ACT. The Recipient agrees to execute and deliver and documents ofassignment or conveyance to effectuate the ownership rights of ACT in theMaterials.

 

5.               **Ownership of Intellectual Property.**   The Researcher shall promptly inform ACTthey intend to commercialize, to file a patent application claiming, or toassert any intellectual property rights in any research results obtained usingthe Materials. ACT agrees to negotiate in good faith their respective ownershipof the research results and any intellectual property rights therein based ontheir relative contributions to such rights and on any applicable laws relatingto ownership of such rights, including without limitation those relating toinventorship and authorship.

 

6.               **License Option to ACT**.   Recipients shall notify ACT promptly of anydiscoveries, inventions, data, modifications, new substances, and other resultsof any research using the Materials (“Research Results”).    To the extent permitted by law and anyconflicting obligations to non-profit sponsors of research, the Recipienthereby grants ACT a first option to obtain an exclusive, worldwide licenseunder any intellectual property rights in any Research Results (the “LicenseOption”).   ACT may exercise the LicenseOption upon written notice and the Recipient within thirty (30) days from thedate upon which ACT receives notice of the relevant Research Results. In theevent that ACT elects to exercise the License Option, the parties shall attemptto negotiate in good faith to license agreement containing commerciallyreasonable terms and pricing.   If theparties are unable to reach agreement within ninety (90) days after the dateupon which ACT exercised the license option (the “Negotiation Period”).   Then the Recipient will be free to offersuch rights to third parties; provided, however, that for a period of one (1)year after the Negotiation Period

 

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the Recipient may only offer such rights to thirdparties on terms and pricing which in the aggregate are no more favorable thanthose last offered to ACT, unless the more favorable terms and pricing havefirst been offered in writing to ACT and either (i) ACT has declined in writingto accept such terms and pricing or (ii) ACT has not responded after a periodof thirty (30) days from the date of such offer. The Recipient shall not usethe Materials in research that is subject to a licensing obligation to anothercommercial entity without the prior written consent of ACT.

 

7.               **Publication Rights****.**Researcher shall have the unrestricted rightto publish the results of any research using the Materials; however, in orderto prevent the inadvertent loss of patent rights, the Recipients shall provideACT with pre-prints or abstracts of any proposed presentation or paperdescribing any Research Results at least sixty (60) days prior to publication.

 

8.              **No Warranties****. **Any Materialsdelivered pursuant to this Agreement are understood to be experimental innature and may have hazardous properties.  **ACT MAKES NO REPRESENTATIONSAND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITH RESPECTTO THE MATERIALS, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS WILL NOTINFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.**

 

9.               **Indemnification**. The Recipient assumes all liability fordamages which may arise from the use, storage, or disposal of the Materials. Tothe extent permitted by applicable law, ACT agrees to indemnify, defend, andhold harmless its directors, officers, representatives, employees, and agentgains all losses, expenses (including without limitation any legal expenses),claims, demands, suits, or other actions arising from the use, storage, ordisposal of the Materials by the Recipient, except to the extent caused by therecklessness or willful misconduct of ACT.

 

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Theparties hereby execute this Agreement effective as the date last written below.

 

 
| **INSTITUTION**              | **RESEARCHER**                       |
|------------------------------|--------------------------------------|
|                         |                                 |
|                         |                                 |
| By:                          | /s/ Tom Gill                         |   | By:  | /s/ Carlos  T. Moraes |   |
| Name:                        | TOM  GILL                            |   | Name: |
| Title:                       | DIRECTOR  OF RESEARCH ADMINISTRATION |   | Title: |
| Date:                        | 2/23/00                              |   | Date: | 2/23/00 |   |
|                         |                                 |
|                         |                                 |
| **ADVANCED CELL TECHNOLOGY** | Carlos T. Moraes, Ph.D.              |   |
|                         | Dept. of Neurology-UMSM              |   |
|                         | 1501 N.W. 9th Avenue                 |   |
| By:                          | /s/ Jose B.  Cibelli                 |   | Miami, Florida 33136 |   |
| Name:                        | Jose B.  Cibelli, Ph.D.              |   |
| Title:                       | Vice  President of Research          |   |
| Date:                        |                                 |
|                              |                                      |  |  |  |  |  |  |  |

 

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