**Exhibit 10.44**

 

**EMPLOYMENTAGREEMENT**

 

This Agreement is madeand entered into as of the 1st day of October, 2003, by and between **Irina Klimanskaya**, (hereinafter referred to as the “Employee”)and Advanced Cell Technology, Inc., a corporation duly organized andexisting under the laws of the State of Delaware, and having a place ofbusiness at One Innovation Drive, Worcester, Massachusetts 01605.

 

The Company herebyagrees to employ the Employee and Employee accepts such employment upon theterms and conditions set forth in this Agreement.

 

**1.****                                     ****Duties****.**

 

1.1                                 Employee shallserve Company as a Senior Scientist during the term of this Agreement and shallperform the duties described on Exhibit A attached hereto.  Employee shall perform his duties at suchplaces and times as the Company may reasonably prescribe, it being understoodthat these duties arc initially intended to be performed in Massachusetts butmay require domestic and international travel and relocation within the UnitedStates during the Employment Term.

 

1.2                                 Employee shalldevote his full time and best efforts to the performance of his duties for theCompany and shall not engage in any other business activities during the EmploymentTerm without prior written consent of the Company.

 

**2.****                                     ****Term and Termination****.**

 

2.1                                 Term: The term ofEmployee’s employment under this Agreement will commence on October 6,2003 (the “Commencement Date”) and continue until terminated as set forth in Section 2.2of this Agreement.  The ConfidentialInformation and Inventions Agreement, signed by Employee pursuant to Section 5,shall remain in effect subsequent to the Employment Term.

 

2.2                                 Termination:

 

(a)                                  Employee’semployment under this Agreement shall be terminated upon the earliest to occurof any of the following:

 

(i)                                     the death of theEmployee;

 

(ii)                                  the Employee’sinability to perform his duties on account of disability or incapacity for aperiod of six (6) or more months, as determined by the Company’sPresident.

 

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(iii)                               written notice toEmployee that the Company is terminating Employee’s employment hereunderwithout cause.  Such written notice to besigned by both of the Company’s CEO and direct supervisor.

 

(iv)                              the terminationof Employee’s employment by Employee at any time for any reason including,without limitation, resignation or retirement.

 

(v)                                 the terminationof Employee’s employment by the Company at any time “for cause,” suchtermination to take effect immediately upon written notice from the Company toEmployee.  The term “for cause” means adetermination by the Company that Employee (1) refused to obey lawfulorders of the President or other officer of the Company, (2) breached orneglected his duties or obligations hereunder or under the Employee ConfidentialInformation, Inventions and Non-Competition Agreement of near or even dateherewith signed by Employee pursuant to Section 5 hereof, (3) committedany act involving disloyalty, dishonesty or fraud or any act resulting in aconviction of Employee of a crime, or (4) committed any act constituting aviolation of an important company policy or a violation of criminal or civillaw relating to Employee’s performance of his duties or having the potential tonegatively impact the company. Upon such termination for cause, the onlyobligation the Company will have under this Agreement will be to pay Employee’sunpaid base salary accrued through the date of termination.

 

(b)                                 Upon thetermination of this Agreement pursuant to clauses (ii) or (iii) onlyof Section 2.2 (a), Employee shall be given thirty (30) days notice ofsuch termination and Employee shall be entitled to receive as a severancepayment an amount equal to three (3) months of his base salary, payable inregular semi-monthly installments during the three (3) months immediatelyfollowing the Company’s termination of his employment.

 

Upon the termination of Employee’semployment for any reason, by either party, the Employee shall immediatelyreturn to the Company any property of the Company in his possession; return ofthis property shall be a precondition to the payment of any furthercompensation owed by the Company to the Employee, if any.

 

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**3.****                                     ****Compensation****.**  For all services rendered by the Employee, theCompany shall pay to the Employee:

 

3.2                                 Base Salary: Base salary at the rate of $85,000 perannum, payable in equal semi-monthly installments, $20,000 of which isacknowledged by Employee to be specific consideration for entering into the restrictivecovenants and the provisions on inventions and patents contained in theEmployee Confidential Information and Inventions Agreement identified in Section 5.

 

3.3                                 Bonuses: The Company may, in its sole discretion,award additional bonuses or increase Employee’s base salary during theEmployment Term based upon the Employee’s performance as determined unilaterallyby the Company.

 

3.4                                 Stock Options: The Company may,in its sole discretion, grant to Employee non-transferable stock options issuedunder the Company’s Incentive Stock Option Plan (the “Plan”) for shares ofCommon Stock of the Company (the “Options”), at an exercise price to bedetermined by the Board of Directors of the Company.  Such Options shall be subject to the termsand conditions of the Plan pursuant to which the grant of the Options is made.

 

Any stock option and/or stock ownership inthe Company by Employee shall not alter the status of his employment or any ofthe Company’s rights under Section 2.2.

 

**4.****                                     ****Employee Benefit Plans;Fringe Benefits****.**

 

Upon satisfaction of any applicableeligibility requirements, Employee shall be entitled to participate in whateverother Employee benefit plans are maintained by Company and to enjoy such otherfringe benefits at the same level and on the same terms Company may offer toother Employees who have similar job responsibilities.

 

**5.****                                     ****Confidential Information andInventions****.**

 

In consideration of this EmploymentAgreement and the compensation and severance benefits conferred herein,Employee agrees to sign the Employee Confidential Information and InventionsAgreement attached hereto as Exhibit B.

 

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**6.****                                     ****Third Party Obligations**.  Employee warrants that the terms of this Agreementare not inconsistent with any contractual obligations of Employee to any third party.

 

**7.****                                     ****Section Headings**.  Section headings contained in thisAgreement are for convenience only and shall in no manner be construed as apart of this Agreement.

 

**8.****                                     ****Amendment**.  This Agreement may be amended or modifiedonly in writing signed by both parties.

 

**9.****                                     ****Counterparts**.  This Agreement may be executed in two or morecounterparts each of which shall be deemed to be an original but all of whichtogether shall constitute one and the same instrument.

 

**10.****                              ****Waiver**.  Thefailure of either party hereto in any one or more incidences to insist upon theperformance of any of the terms or conditions of this Agreement, or to exerciseany rights or privileges conferred in this Agreement, or the waiver of anybreach of any of the terms of this Agreement shall not be construed as waivingany such terms and the same shall continue to remain in full force and effectas if no such forbearance or waiver had occurred.

 

**11.****                              ****Applicable Law**.  ThisAgreement shall be construed according to and governed by the laws of theCommonwealth of Massachusetts, and Employee expressly consents to submithimself to the jurisdiction of the federal and state courts of the Commonwealthof Massachusetts.

 

**12.****                                 ****Reformation and Severability**.  In the event any provision or portion of thisAgreement shall be held invalid or unenforceable by any court of competentjurisdiction, any such provision or portion may be reformed by the Court so asto make it valid or enforceable, whereupon the parties agree that saidprovision or portion shall be valid and enforceable by or upon them.  Any such holding shall not invalidate orrender unenforceable any other term contained in this Agreement.

 

**13.****                                 ****Entire Agreement**.  ThisAgreement and the Employee Confidential Information, Inventions andNon-Competition Agreement between Company and Employee of near or even dateherewith embody the entire understanding of the parties with respect to Employee’semployment with Company and incorporate any previous agreement, written or oral,relating to such employment.  TheEmployee agrees that no other promises or representations of any kind were madeto his by the Company prior to or coincident with his signing of thisAgreement.

 

**14.****                                 ****Assignment and Successors**.  Employee’s rights under this Agreement shall notbe assignable by the Employee.  ThisAgreement may be assigned by Company and shall inure to the benefit of and bebinding upon Company, its successors and assigns.

 

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**15.****                                ****Notices**.  Any noticeto be given under this Agreement must be in writing and either delivered inperson or sent by first class certified or registered mail, return receiptrequested, postage prepaid, if to the Company, in care of its President,Michael D. West, Ph.D., Advanced Cell Technology, Inc., One InnovationDrive, Worcester, MA 01605, and if to the Employee, at his home address oraddresses as either party shall have designated in writing to the other partyhereto.

 

IN WITNESS WHEREOF,Company has hereunto caused its corporate name to be signed and sealed, andEmployee has hereunto set his hand, all being done in duplicate originals, withone original being delivered to each party as of the day and year first abovewritten.

 
| WITNESS:            |   |   | ADVANCED CELL TECHNOLOGY, INC.           |
|---------------------|--------|--------|------------------------------------------|
|                |   |   |                                     |
|                |   |   |                                     |
| /s/ Erica L. Milano |   |   | /s/ Michael D. West                      |
|                |   |   | By:  Michael D. West, Ph.D.    |
|                |   |   | Its:  President & CEO |
|                |   |   |                                     |
|                |   |   |                                     |
|                |   |   | /s/ Irina Klimanskaya                    |
|                |   |   | Irina Klimanskaya, Ph.D.                 |

 

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**EXHIBIT A**

 

Description of Duties:

 

1.               Employee shallreport to the Vice-President of Research &**Development or such other manager as he or she may directfrom time to time in his or her sole discretion.

 

2.               Employee shall beresponsible for maintaining the Company’s intellectual property portfolio,including interacting with the Company’s scientific staff in writing and filingpatents, maintaining accurate and complete records of the Company’s patentportfolio and function as a liaison with the Company’s outside legal counsel.

 

3.               Employee shallassist in matters relating to licensing of intellectual property to and from thirdparties.

 

4.               Employee shallperform such other duties as Company may determine from time to time in itssole discretion.

 

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**EXHIBIT B**

 

**EmployeeConfidential Information and InventionsAgreement**

 

THIS AGREEMENT is entered into as of the 1st day of October, 2003 by and betweenAdvanced Cell Technology, Inc.(“ACT”), a Delaware Corporation with officesat One Innovation Drive, Worcester, Massachusetts (the “Company”), and **Irina L. Klimanskaya,** an individual (hereinafter sometimesreferred to as “Employee”).

 

**1.****             ****INTRODUCTION.**  As an employee of the Company you may conceiveor create inventions, improvements, discoveries, technical information, tradesecrets, writings, designs, and other proprietary and confidential informationof value to the Company.  Furthermore,you may receive or create information of such importance to the Company that itmust be maintained as proprietary and confidential trade secrets and not usedin competition with the Company both during and after termination of youremployment.  In partial consideration andas a condition of your employment or continued employment by the Company, and becauseyour position with the Company is one of trust and confidence by reason of youraccess to and development of or contact with confidential and proprietaryinformation of the Company, the Company and you hereby agree as follows:

 

**2.****             ****DEFINITIONS.**  (a) “Confidential Information” means anyinformation that Employee learns or develops during the course of employmentwith Company that (1) is not generally known to the public, and (2) hascommercial value in Company’s business.  Suchinformation includes, but is not limited to, inventions (as defined below),ideas, strategies, forecasts, Company’s sales, process and engineeringinformation, information about new or future products or services, Company’smarketing plans and goals, unpublished financial information, lists of Companycustomers or prospects, information about customer or prospect purchases andpreferences, information regarding research and development, consultingprocesses, management systems, computer software and programs, means ofaccessing Company’s computer systems or networks, algorithms, hardwareconfigurations and any other confidential information which provides Companywith a competitive advantage. Confidential Information also includesinformation of third parties regarding which Company has accepted obligationsof confidentiality.

 

(b) “Trade Secret” means information,including, but not limited to, a formula, pattern, compilation, program,device, method, technique or process, which both: (a) derives independenteconomic value, actual or potential, from not being generally known to orreadily ascertainable by people who can obtain economic value from itsdisclosure or use; and (b) is the subject of Company’s efforts to maintainits secrecy that are reasonable under the circumstances.

 

(c) “Inventions” means all discoveries,developments, designs, improvements, inventions, trade secrets, formulas,processes, techniques, computer programs, mask works, know-how and data, made orconceived or reduced to practice, whether or not patentable or registerableunder copyright or similar statutes, and whether or not shown or described inwriting or reduced to practice.

 

**3.****             ****NONDISCLOSURE AND NONCOMPETE.**  (a) Employee agrees to keep in strict confidenceand not disclose, in any manner to any person not employed by Company or undercontract with Company, any Confidential Information or Trade Secrets.  Employee further agrees that he will not,without first obtaining the prior written permission of the president of theCompany, directly or indirectly utilize any Confidential Information or Trade Secretsin his own business or for the benefit of any person or entity other than theCompany,

 

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or manufacture and/or sell any product or servicethat is based in whole or in part on Confidential Information or Trade Secrets.  Employee’s obligations regarding ConfidentialInformation shall continue during the course of Employee’s employment byCompany and for five years thereafter.  Employee’sobligations with respect to Trade Secrets shall continue during the course ofEmployee’s employment by Company and thereafter for as long as the relevantinformation is maintained by Company as a Trade Secret.  Upon termination of Employee’s employmentwith Company, for whatever reason, and if requested by Company at any othertime.  Employee agrees to promptly returnto Company all originals and copies of documents, materials, and computerinformation containing Confidential Information and/or Trade Secrets, all ofwhich Employee recognizes is the sole and exclusive property of Company.

 

(b)  Any confidential information ortrade secrets of any former employer or third person possessed by Employee isto be kept secret and not disclosed to Company as long as such informationremains confidential or secret.

 

(c)  While in the employ of Company,Employee will not, directly or indirectly for himself or for any other personrender any services as, including, without limitation, an employee, owner,partner, director, shareholder, independent consultant or agent, to any entitythat is in direct competition with Company, or that operates in or thatoperates in the field of cloning mammals or human therapeutic cloning.

 

**4.****             ****INVENTIONS AND WORK.**  (a) AnyInventions, work, materials, improvements, concepts, or ideas and the tangibleembodiments of same made or conceived by Employee during his employment and for3 months thereafter, and related to the business of Company (collectively, the “Work”),shall be the sole and exclusive property of Company.  During Employee’s employment with thecompany, Employee shall keep adequate written and electronic records of hiswork (properly witnessed for use as invention records when appropriate), andshall submit such records to Company when requested or at the termination, ofEmployee’s employment.  Employee shallnot reproduce any portion of such notebook records without the prior expresswritten consent of Company.  Employeeshall promptly and fully report all inventions, improvements, concepts, or ideasto Company.

 

(b) To the extent any Work performed byEmployee under this Agreement is protectable under U.S. Copyright laws, suchWork shall be considered at “work made for hire” as that phrase is defined by suchlaws and shall be owned by and for the express benefit of Company.  In the event it should be established thatany such Work does not qualify as work made for hire, Employee agrees to anddoes hereby assign to Company all of its right, title and interest in and tosuch Work including, but not limited to, all copyrights therein.  Employee does further hereby assign all ofits right, title and interest in and to all other Works to Company, includingwithout limitation all patents, trademarks and other proprietary rightsrelating thereto, and all extensions and renewals thereof.

 

(c) Both during the term of Employee’semployment and thereafter, Employee shall fully cooperate with Company in theprotection and enforcement of any intellectual property rights that may deriveas a result of the work performed by Employee during the course of hisemployment.  This shall include executing,acknowledging, and delivering to Company all documents or papers that may benecessary to enable Company to publish or protect said inventions,improvements, and ideas.

 

(d) Warranties of Previous Inventions, To theextent that employee has made or created Inventions, Employee represents andwarrants that the items listed on a separate sheet attached hereto and made a parthereof is a complete list of all Inventions, as herein defined, made or createdby Employee prior

 

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to Employee’s employment by Company, and whichEmployee wishes to exclude from this Agreement.

 

**5.****             ****TERMINATION AND SURVIVAL.**  Employee’s obligations under this Agreementshall survive the termination of Employee’s employment by the Companyregardless of the manner or cause of such termination, and said obligationsshall be binding upon Employee’s heirs, executors, administrators and legalrepresentatives.

 

**6.****             ****REMEDY FOR BREACH.**  Employee acknowledges that any breach of thisAgreement will constitute immediate and irreparable harm to Company and/or itssuccessors and assigns, which cannot adequately and fully be compensated bymoney damages and will warrant, in addition to all other rights and remediesafforded by law, injunctive relief, specific performance and/or other equitablerelief.  Company’s rights and remedieshereunder are cumulative and not exclusive.

 

**7.****             ****ADDITIONAL PROVISIONS.**  Employee warrants that the terms of thisAgreement are not inconsistent with any contractual obligations of Employee toany third party.  •  This Agreement shall be governed by the lawsof the Commonwealth of Massachusetts, without regard to principles of conflictsof law thereof.  •  The Company and Employee believe, in light ofthe facts known as of the date hereof, and after considering the nature andextent of Company’s anticipated business activities, the amount of compensationto be derived by Employee from the Company, and the damage that could be doneto Company’s business by Employee’s competing with Company, that the foregoing covenantnot to compete is reasonable in time and scope. However, if any court should construe the time or scope of the covenantnot to compete to be too broad or extensive, it is the intention of the partiesthat the contract be automatically reformed, and as so reformed, enforced, tothe maximum limits which may be found to be reasonable by such court.  •  If any provision hereof is held invalid or unenforceableby a court of competent jurisdiction, such invalidity shall not affect thevalidity or operation of any other provision, and such invalid provision shallbe deemed to be severed from the Agreement. •  ThisAgreement shall be binding on and shall inure to the benefit of the partieshereto, and their heirs, administrators, successors, and assigns.  •  This Agreement may be amended, terminated, orsuperseded only by an agreement in writing between the Company and Employeethat has been signed and dated by the Company’s President and Chief ExecutiveOfficer.

 

**7.****             ****EMPLOYEE HAS READ AGREEMENT.**

 

EMPLOYEE ACKNOWLEDGES THAT HE HAS READ ANDUNDERSTANDS THIS COMPLETE AGREEMENT.

 

IN WITNESS WHEREOF, the parties hereto, intendingto be legally bound hereby, have caused this Agreement to be executed as of theday and date first written above.

 
|                  |       | ADVANCED CELL  TECHNOLOGY, INC. |
|-----------------------|------------|---------------------------------|
|                  |       |                            |
|                  |       |                            |
| /s/ Irina Klimanskaya |       | By:                             | /s/ Michael D. West |   |
| Irina Klimanskaya,    |       | Its:                            |        President &  CEO |   |
| S/S No.:              | 605-52-294 |                            | Printed Name: | Michael D. West |   |
|                       |            |                                 |  |  |  |  |  |

 

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