# **Exhibit10.1**

# NON-EXCLUSIVELICENSE AGREEMENT

       ThisNon-Exclusive License Agreement (“Agreement”), effective as of May 9, 2006 (the“Effective Date”), is between Advanced Cell Technology, Inc., a Delawarecorporation with offices located at 381 Plantation Street, Worcester,Massachusetts 01605 (“ACT” or “Licensor), and Kirin Beer Kabushiki Kaisha, aJapanese corporation with offices located at 10 1, Shinkawa 2 chome, Chuo-ku,Tokyo, Japan 104 8288 (“Kirin”) and any of its subsidiaries, including Aurox,LLC, a Delaware limited liability company (“Aurox”), Hematech, LLC, a Delawarelimited liability company (“Hematech”), and Kirin SD, Inc., a Delawarecorporation (“Kirin SD”), all with offices located at Hamlet ProfessionalBuilding, 4001 Valhalla Boulevard, Suite 103, Sioux Falls, SD 57106 (Kirin,Aurox, Hematech, and Kirin SD referred to collectively herein as “Licensee”)(Licensor and Licensee sometimes hereinafter referred to individually as a“Party” and collectively as the “Parties”).

R E C I T A L S

WHEREAS ACT owns and/or has licensed with a sublicenseable interest thePatent Rights (as defined below); and

WHEREAS, certainof the Patent Rights have been the subject of litigation in MassachusettsSuperior Court in the case styled as University of Massachusetts v. Robl &Collas, No. 03 0445 BLS2 (Mass. Super. Ct., Suffolk County) (the “Litigation”);and

WHEREAS, pursuantto the terms of the Exclusive License Agreement dated April 1, 2003between Licensor and the University of Massachusetts (the “UMass License”),Licensor has an exclusive license from the University of Massachusetts tointellectual property that has been the subject of the Litigation; and

WHEREAS, theparties to the Litigation have proposed to settle the Litigation as provided inthe Settlement Agreement dated February 3, 2006 between the University ofMassachusetts and Drs. James Robl and Philippe Collas (the “SettlementAgreement”); and

WHEREAS, as aresult of the settlement of the Litigation, Licensor is the exclusive licenseewith a sublicenseable interest in certain of the Patent Rights; and

WHEREAS, Licenseehas entered into the Settlement Agreement and, to further the goals thereof,has also entered into an Exclusive License Agreement of even date herewith withLicensor;

WHEREAS, to furtheraccomplish the goals of the Settlement Agreement, Licensee desires to obtain anon-exclusive license from Licensor under the Patent Rights upon the terms andconditions hereinafter set forth below; and

WHEREAS, Licensorhas agreed to grant Licensee a license to the Patent Rights in accordance withthe terms of this Agreement;

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NOW, THEREFORE, inconsideration of the premises and the mutual covenants contained herein, theParties agree as follows:

# ARTICLE 1 -DEFINITIONS

For the purposesof this Agreement, the following words and phrases shall have the followingmeanings:

1.                  Definitions.

1.1           “ACTPatent Rights” means the patents and patent applications listed in Exhibit A.The Parties acknowledge and agree that Exhibit A may hereafter beamended from time to time to reflect changes to the identification of the ACTPatent Rights.

1.2    “Affiliate”means any corporation, partnership or other legal entity other than a Party, inwhatever country organized, controlling, controlled by or under common controlwith a Party, but only so long as such control continues to exist. For purposesof this Section 1.2, “control” (a) means possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of an entity, whether through ownership of voting securities, bycontract or otherwise and (b) “control” shall be assumed if a Party owns,directly or indirectly through one or more Affiliates, of fifty percent (50%)or more of the shares of stock entitled to vote for the election of directors,in the case of a corporation, or fifty percent (50%) or more of the equityinterests in the case of any other type of legal entity.

1.3    “Control”or “Controlled” means, with respect to any Patent Rights of Licensor orConfidential Information of the Parties, the possession by Licensor of theability to grant a license or sublicense of such Patent Rights or the abilityof the Parties to disclose such Confidential Information as provided for hereinwithout the payment of additional consideration to, and without violating theterms of any agreement or arrangement with, any third party.

1.4    “ImprovementPatents” means any patents and patent applications other than the ACT PatentRights and the Robl Patent Rights that are (a) owned and Controlled solelyby ACT or owned by ACT with any Third Party, so long as the Third Partyco-ownership agreement does not prohibit ACT from granting such rights ascontemplated herein; *provided, however,*thatACT agrees not to enter into any Third Party co-ownership agreements for thepurpose of prohibiting them from granting such rights as contemplated herein, (b) (i) relatingto the specification or claims of the Patent Rights, which are (ii) useful,necessary or required to develop or manufacture Licensed Products or to provideLicensed Services within the Non-Exclusive Kirin Field, and (c) the claimsof which cover subject matter that could not be practiced without infringingthe Patent Rights, together in each case with all related continuation,continuations-in-part, divisional, reissue,  renewal, extension, substitution andreexamination patents and patent applications, and all corresponding foreign orother counterpart patents and patent applications.

1.5    “LicensedProduct” means any product, the development, use, manufacture or selling ofwhich would infringe one or more Valid Claims under the Patent Rights, but forthe license granted herein.

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1.6    “LicensedService” means any service that cannot be performed without using at least oneprocess that, but for the license granted herein, would infringe one or moreValid Claims under the Patent Rights.

1.7    “Licensee”means Kirin Beer Kabushiki Kaisha, Aurox LLC, Hematech LLC, and Kirin SD andany Affiliate thereof.

1.8    “Non-ExclusiveKirin Field” means research, development, manufacture, and sale of polyclonalantibodies in non-human mammals; *provided,however,*that the Non-Exclusive Kirin Field shall not include (i) theproduction of immunoglobulin in the blood of *Bostaurus* or *Bos indicus,*or(ii) the production of biopharmaceutical agents in milk, including, butnot limited to, proteins, peptides and polypeptides for pharmaceutical,nutraceutical or other use.

1.9    “PatentRights” means (a) the ACT Patent Rights and the Robl Patent Rights; (b) anycontinuations, continuations-in-part, divisionals, renewals,reissues, reexaminations, or extensions thereof, and patents issuing therefrom;(c) any Improvement Patents; and (d) all foreign equivalents ofsubsections (a), (b), and (c).

1.10  “RoblPatent Rights” means the patents and patent applications listed in Exhibit Bor their continuation or divisional applications to the extent that suchapplications claim reprogramming a cell nucleus by exposure to somatic cellNative Cytoplasm; or reprogramming donor cell nuclei by exposure to cytoplasmprior to insertion into a recipient cell, including but not limited torecipient oocytes; where “Native Cytoplasm” means untreated and unalteredcytoplasm and includes cytoplasm that has been removed from its original cellenvironment, but excludes cytoplasm that has been altered in composition by anymeans, including immunochemical or chemical means or by physical processes suchas fractionation, filtration, or centrifugation. The Parties acknowledge andagree that Exhibit B may hereafter be amended from time to time toreflect changes to the identification of the Robl Patent Rights.

1.11  “Territory”means the world.

1.12  “ThirdParty” means any person or entity other than Licensor, Licensee, a sublicenseof Licensee, or an Affiliate of any of them.

1.13  “ValidClaim” means (a) a claim of any issued and unexpired United States orforeign patent within the Patent Rights which has not lapsed or becomeabandoned or been declared invalid or unenforceable by a court of competentjurisdiction or an administrative agency from which no appeal can be or hasbeen taken within the time allowed for such appeal and which has not beendisclaimed or admitted to be invalid or unenforceable through reissue,disclaimer or otherwise, or (b) to the extent rights are granted by agovernmental patent authority thereunder (i.e., to the extent that the ownerwould be able to enforce a right to a patent royalty thereunder underapplicable patent law), a claim of a pending patent application within thePatent Rights.

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For purposes of this Agreement, except as otherwiseexpressly provided herein or unless the context otherwise requires:  (a) the use herein of the plural shallinclude the single and *vice versa* andthe use of the masculine shall include the feminine; (b) unless otherwiseset 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 awhole and not to any particular provision. Additional terms may be definedthroughout this Agreement.

## ARTICLE 2 — GRANT

2.1    LicenseGrant. Subject to the terms and conditions of this Agreement, Licensorhereby grants to Licensee and its Affiliates a worldwide, non-exclusive, fullypaid-up license to the Patent Rights to the maximum extent permitted byapplicable law under its rights in the Patent Rights, to research, develop,make, have made, use, sell, offer for sale, import, export, reproduce,distribute, perform and display, and otherwise dispose of Licensed Products,and to develop and perform Licensed Services, in the Territory in theNon-Exclusive Kirin Field. Licensor acknowledges, understands, and agrees thatunder the license granted herein to Licensee, Licensee has the right to utilizethe Patent Rights in the conduct of research, preclinical studies or other workin the Non-Exclusive Kirin Field or directed to the ultimate development andmanufacture of Licensed Products and/or Licensed Services in the Non-ExclusiveKirin Field. Licensee acknowledges, understands, and agrees that Licensee maynot sublicense the rights granted herein.

2.2    ImprovementPatents.**Licensor agrees to use commerciallyreasonable efforts to provide to Licensee a periodic written report of allImprovement Patents, provided that such reports shall be deemed ConfidentialInformation subject to the provisions of Article 6 of this Agreement, andall such Improvement Patents are and shall be considered included in the PatentRights and automatically licensed to Licensee pursuant to Article 2 ofthis Agreement.

## ARTICLE 3 — PATENT RIGHTS

3.1    Responsibilityfor the Patent Rights. Subject to the terms of this Agreement and theSettlement Agreement, Licensor shall be responsible for and shall control thepreparation, filing, prosecution and maintenance of the Patent Rights. Thecosts of filing, prosecution and maintenance (including without limitation thepayment of all government fees in any given country required to maintain thePatent Rights) shall be borne by Licensor.

3.2    Enforcementof the Patent Rights. The Parties agree to use their best efforts to notifyeach other in writing of any actual infringement by a third party of the PatentRights or of any third-party claim of invalidity or unenforceability of thePatent Rights. Licensor shall have the sole right, at its sole discretion andwithout obligation, to prosecute and defend such claims under its sole controland at its sole expense. If Licensor does proceed with such prosecution ordefense, Licensee shall provide reasonable assistance to Licensor at Licensor’srequest, provided Licensor pays Licensee for the reasonable out-of-pocketscosts incurred by Licensee in such assistance. Any recovery obtained in anaction under this Section 3.2 shall be retained by Licensor.

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3.3    Cooperation. Notwithstanding anything to thecontrary in Section 3.1 above, Licensor and Licensee agree to reasonablycooperate in connection with the preparation, filing, prosecution, andmaintenance of patents and patent applications included in the Patent Rights inaccordance with Paragraphs 4 through 8 of the Settlement Agreement, includingpromptly executing all papers and instruments or requiring employees ofLicensee to execute papers and instruments as reasonably appropriate to enableLicensor to file, prosecute, and maintain such patents and patent applications in any country; and (c) promptlyinforming Licensor of matters that may affect preparation, filing, prosecution,or maintenance of such patent applications (such as becoming aware of anadditional inventor who is not listed as an inventor in a patent application). Additionally,in the event Licensor exercises its rights hereunder to proceed with anyprosecution of infringement or defense of the Patent Rights, Licensor shallnotify and consult with Licensee prior to entering into any settlement, consentjudgment, or other voluntary disposition of any such action that admits theinvalidity or unenforceability of any Patent Rights or that would adverselyaffect the rights of Licensee and will reasonably consider Licensee’s commentsand suggestions, provided that such comments and suggestions are conveyed toLicensor in a timely manner and do not unreasonably affect or delay Licensor’sability to conclude such settlement, consent judgment, or other voluntarydisposition.

## ARTICLE 4 — INDEMNIFICATION; LIMITATION OFLIABILITY

4.1    Indemnificationby Licensor. Licensor shall defend, indemnify and hold harmless Licenseeand its Affiliates, sublicensees, successors, assigns, trustees, agents,directors, officers, shareholders, partners and employees (each, an “IndemnifiedParty”), at Licensor’s cost and expense, from and against any and alllosses, costs, liabilities, licensing fees, damages, fees and expenses,including reasonable attorneys’ fees and expenses (“Losses”) incurred orimposed upon any of the indemnified Parties in connection with any claims(including third Party claims), suits, actions, demands or judgments (“Claims”):

(a)  arising out of any breach by Licensor of anyobligation, representation or warranty of Licensor hereunder; or

(b)  arising out of the gross negligence or willfulmisconduct of Licensor.

Licensor’s indemnification under this Section 4.1shall not apply to any loss, cost, liability, fee, damage, or expense to theextent it is attributable to the gross negligence or intentional misconduct ofLicensee or its directors, officers, employees, Affiliates, or sublicensees.

4.2    Indemnificationby Licensee. Licensee shall defend, indemnify and hold harmless Licensorand its Affiliates, successors, assigns, trustees, agents, directors, officers,shareholders, partners and employees, at Licensee’s cost and expense, from andagainst any and all losses, costs,liabilities, damages, fees and expenses, including reasonable attorneys’ feesand expenses incurred or imposed upon any of the indemnified Parties inconnection with any claims (including third Party claims), suits, actions,demands or judgments:

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(a)  arising out of any breach by Licensee of anyobligation, representation or warranty of Licensee hereunder,

(b)  arising outof the death or injury to any person or persons or out of any damage totangible property resulting from, or otherwise attributable to, the making,using, development and/or sale by Licensee of any Licensed Products or LicensedServices under this Agreement; or

(c)  arising outof the gross negligence or willful misconduct of Licensee.

Licensee’s indemnification under this Section 4.2shall not apply to any loss, cost, liability, fee, damage, or expense to theextent it is attributable to the gross negligence or intentional misconduct ofLicensor or its directors, officers, employees, Affiliates, or sublicensees.

4.3    IndemnificationClaims. Each Party shall give the other Party prompt notice of any claimfor which indemnification under this Section 4 is or may be applicable andwill cooperate with the indemnifying Party in the defense or settlement of suchclaim at the indemnifying Party’s expense. The indemnifying Party shall berequired to provide and be entitled to control the defense of any claim coveredhereunder (including the right to control settlement discussions) with counselreasonably satisfactory to the other Party, which other Party may, at its ownexpense, participate in the defense of any claim after the indemnifying Partyassumes control of the defense thereof. No claim that is subject toindemnification under this Article 6 shall be settled or otherwisecompromised other than by the Party defending such claim, and then only withthe prior written consent of the other Party, which shall not be unreasonablywithheld or delayed; it shall not be unreasonable to withhold consent if thesettlement or compromise either (a) imposes on the indemnified Party anyliability or obligation which cannot be assumed and performed in full by theindemnifying Party, or (b) materially adversely affects the indemnifiedParty or its rights hereunder. The failure of the indemnified Party to delivernotice to the indemnifying Party promptly after the commencement of any suchaction shall not release the indemnifying Party from any liability to theindemnified Party under this Section 4 other than any liabilities directlyattributable to such failure.

4.4    LIMITATIONOF LIABILITY. EXCEPT WITH RESPECT TO LIABILITY ARISING AS A RESULT OF ATHIRD PARTY CLAIM REFERRED TO IN AND COVERED BY SECTIONS 4.1 OR 4.2(INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY (OR ITS DIRECTORS, OFFICERS,EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY,OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IFSUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OFTHE THEORY OF LIABILITY.

ARTICLE 5 — TERM AND TERMINATION

5.1    Term.This Agreement shall commence on the Effective Date and shall remain in effectuntil (i) the expiration of all Valid Claims of all issued patents withinthe Patent rights or (ii) for a period of ten (10) years after theEffective Date if no such patents have issued within that ten-year period,unless earlier terminated in accordance with the provisions of this Agreement.

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5.2    Terminationfor Cause. In the event that either Party commits a material breach of itsobligations under this Agreement and fails to cure that breach within sixty(60) days after receiving written notice thereof, the other Party may terminatethis Agreement immediately upon written notice to the Party in breach, unlessthe Party alleged to be in breach delivers a Resolution Notice (pursuant to Section 9.3;provided that the Negotiation Period shall be reduced to ten (10) businessdays) to the non-breaching Party within five (5) days of such secondnotice (in which event, such termination shall not be effective unless anduntil there has been a final mutually agreed resolution by the Parties toterminate or a final decision of the arbitrator that the allegedly breachingParty has materially breached a material provision hereof and that theAgreement should be terminated as a result thereof).

5.3    AutomaticTermination. Notwithstanding Section 5.2, breach of any of therepresentations or warranties set forth in Article 8 by either Party shallconstitute grounds for automatic and immediate termination at the election ofthe non-breaching Party.

5.4    ExistingStock.  Upon expiration, Licensee andits Affiliates and sublicensees shall retain limited rights to sell anyLicensed Products existing and to perform Licensed Services related to suchexisting Licensed Products, subject to the terms of this Agreement *provided that* upon termination due tobreach by Licensee under Section 5.2 or 5.3, no such rights shall beretained.

5.5    Survival.Upon any termination or expiration of this Agreement:  nothing herein shall be construed to releaseeither Party from any obligation incurred prior to the effective date of suchtermination (except as set forth below) of Articles/Sections 1, 4, 5.4,5.5, 6, 8 and 9, and (only with respect to any action already commenced as ofthe date of termination notice) the provisions allocating recoveries in 3.2,shall survive and continue in full force and effect; any sublicensee shall havethe option to retain its license rights in accordance with the terms of itssublicense granted by Licensee prior to the effective termination date of thisAgreement *provided that* Licensorshall have no obligations under such sublicense that are greater than as agreedto in this Agreement. Upon any termination or expiration of this Agreement,each Party shall promptly return to the other Party, or destroy, all writtenConfidential Information of the other Party, and all copies, notes or extractsthereof (except to the extent reasonably necessary to exercise the license inthe following sentence, if applicable).

# ARTICLE 6 —CONFIDENTIALITY AND NON-DISCLOSURE

6.1    *Confidential Information; Non-Disclosure*. “ConfidentialInformation” shall mean any technical, business, financial, customer or otherinformation disclosed by one Party (“Disclosing Party”) to the other Party (“ReceivingParty”) pursuant to this Agreement which, if disclosed in written form, ismarked “Confidential” or “Proprietary” or by a similar legend or which, ifdisclosed orally or visually, is identified as confidential information at thetime of disclosure and confirmed by written outline mailed to the other Partywithin thirty (30) days of the original disclosure. Licensee’s ConfidentialInformation specifically includes the terms of this Agreement and anysublicense agreements and all information, data, reports and statementsrelating to Licensed Products and Licensed Services. Except to the extentauthorized by this

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Agreement or byother prior written consent by the Disclosing Party, each Party shall duringthe term of this Agreement and for five (5) years after its termination: (i) notuse Confidential Information of the Disclosing Party except for the purposes offulfilling its obligations or exercising or enforcing its rights under thisAgreement, or as otherwise authorized herein or in writing by the DisclosingParty, (ii) disclose the Confidential Information of the Disclosing Partyonly to those of its employees, directors, and consultants who have need toknow or use such Confidential Information for the foregoing purposes or asauthorized by the Disclosing Party, provided that the Receiving Party willensure such disclosees are bound by obligations of confidentiality at least asrestrictive as those set forth in this Section 6.1. In addition, theParties may disclose the Confidential Information of the other Party to itsAffiliates (and their employees, directors and consultants) or permittedsublicensees or distributors for the foregoing purposes or as authorized by theother Party, provided such disclosees are bound by obligations ofconfidentiality at least as restrictive as those set forth in this Section 6.1.Each of the Parties shall protect the Confidential Information of theDisclosing Party using at least the same procedures and degree of care that ituses to prevent the disclosure of its own confidential information of likeimportance, but in no event less than reasonable care. Except as expresslyprovided in this Agreement, no ownership right is granted in any ConfidentialInformation.

6.2    Exclusions.Notwithstanding Section 6.1, Confidential Information excludes informationthat: (i) was publicly known or available at the time it was disclosed orbecomes publicly known or available through no fault, action, or inaction ofthe Receiving Party; (ii) was known to the Receiving Party at thetime of disclosure and can be so proven by written documentation; (iii) isdisclosed with the prior written approval of the Disclosing Party; (iv) wasindependently developed by the Receiving Party without any use of theConfidential Information and can be so proven by written documentation; or (v) isprovided to the recipient by an independent third Party having no fiduciaryrelationship with the Disclosing Party and having no obligation to keep theinformation secret and can be so proven by written documentation.

6.3    PermittedDisclosures. Notwithstanding any other provision of this Agreement, eachParty may disclose Confidential Information of the other Party: (i) to theextent and to the persons and entities required to comply with an applicablegovernmental law, rule or regulation or court or administrative order;provided, however, that the Party required to disclose Confidential Informationshall first have given prompt notice to the other Party hereto to enable it toseek any available exemptions from or limitations on such disclosurerequirement and shall reasonably cooperate in such efforts by the other Party;or (ii) as necessary to file or prosecute patent applications, enforcepatents, prosecute or defend litigation, or otherwise establish or enforcerights or obligations under this Agreement, but only to the extent that anysuch disclosure is reasonably necessary and provided that the disclosing Partyshall first have given prompt notice to the other Party hereto.

6.4    FinancialDisclosure. The Parties agree not to disclose the economic terms of this Agreementto any third Party other than their Affiliates without the prior writtenconsent of the other Party hereto except (a) as required by applicablesecurities laws or the requirements of any applicable stock exchange,including, without limitation, requirements to file a copy of this Agreement(redacted to the extent reasonably permitted by applicable law); (b) inconfidence, to legal counsel; (c) in confidence, to accountants, banks,and financing sources and their advisors; and (d) to the extent necessaryto enforce this Agreement or any rights or obligations hereunder.

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6.5    InjunctiveRelief. Licensor and Licensee acknowledge and agree that any breach of theconfidentiality obligations imposed by this Article 6 may constituteimmediate and irreparable harm to the Party disclosing the ConfidentialInformation and/or its successors and assigns, which cannot adequately andfully be compensated by money damages and may warrant, in addition to all otherrights and remedies afforded by law, injunctive relief, specific performance,and/or other equitable relief.

6.6    Survival.The obligations of Licensor and Licensee under this Article 6 shallsurvive for five (5) years after the expiration or termination of thisAgreement.

ARTICLE 7 -NOTICES AND OTHER COMMUNICATIONS

Any notice or other communication required to be givento any party will be deemed to have been properly given and to be effective (a) onthe date of delivery if delivered by hand, recognized national overnightcourier, confirmed facsimile transmission, or confirmed electronic mail, orfive (5) days after mailing by registered or certified mail, postageprepaid, return receipt requested, to the respective addresses given below, orto another address as it shall designate by written notice given to the otherparty in the manner provided in this Section.
| In the case of Kirin:                                |   | Hamlet Professional Building  |
|------------------------------------------------------|--------|-------------------------------|
|                                                 |   | 4001 Valhalla Boulevard       |
|                                                 |   | Suite 103                |
|                                                 |   | Sioux Falls, SD  57106        |
|                                                 |   | Attn:  Dr. James M. Robl |
|                                                 |   |                          |
| In the case of  Advanced Cell Technology, Inc.: |   | 1201 Harbor Bay Parkway       |
|                                                 |   | Suite 120                |
|                                                 |   | Alameda,  California 94502    |
|                                                 |   | Attn: Jon  Atzen, Esq.   |
|                                                 |   |                          |
| With a copy to:                                      |   | Pierce Atwood LLP             |
|                                                 |   | One Monument  Square          |
|                                                 |   | Portland, ME  04101           |
|                                                 |   | Attn: Will  Worden, Esq. |

 

ARTICLE 8 -REPRESENTATIONS AND WARRANTIES

8.1           Representationsand Warranties by Licensor. Licensor represents and warrants that:

(a)           Licensorhas the full legal right and power to grant to Licensee the licenses grantedherein;

(b)           the execution, delivery andperformance of this Agreement by Licensor, including the grant of rights andlicenses herein, do not and will not contravene, conflict, constitute or 

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result in a default under or breach of, and are notand will not be inconsistent with, any law or regulation, any judgment, decreeor order, or any term, condition or provision of any contract, agreement, orother undertaking applicable to Licensor or the Patent Rights; and

(c)           Licensor hasobtained all necessary consents to grant to Licensee the rights and licensesgranted herein.

8.2           Representationsand Warranties by Licensee. Licensee represents and warrants that:

(a)         the execution, delivery and performance ofthis Agreement by Licensee (i) are within its corporate powers, and (ii) havebeen duly authorized by all necessary corporate action on Licensee’s part;

(b)         the execution, delivery and performance ofthis Agreement by Licensee do not and will not contravene, conflict, constituteor result in a default under or breach of, and are not and will not beinconsistent with, any judgment, decree or order, or any term, condition orprovision of any contract, agreement or other undertaking applicable toLicensee; and

(c)           it shall notchallenge the terms and conditions of the Settlement Agreement.

8.3           Disclaimer. EXCEPTAS OTHERWISE SET FORTH IN SECTION 8 OF THIS AGREEMENT, NEITHER LICENSORNOR LICENSEE, NOR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES, MAKEANY REPRESENTATIONS OR EXTEND ANY WARRANTIES OF ANY KIND, EITHER EXPRESS ORIMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, AND VALIDITY OF THE PATENT RIGHTS CLAIMS, ISSUED ORPENDING. SPECIFICALLY, LICENSOR MAKES NO WARRANTY OR REPRESENTATION (I) REGARDINGTHE VALIDITY OR SCOPE OF THE PATENT RIGHTS, (II) THAT THE EXPLOITATION OFTHE PATENT RIGHTS OR ANY LICENSED PRODUCT OR LICENSED SERVICE WILL NOT INFRINGEANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR (III) THATANY THIRD PARTY IS NOT CURRENTLY INFRINGING OR WILL NOT INFRINGE THE PATENT RIGHTS.

## ARTICLE 9 -MISCELLANEOUS PROVISIONS

9.1           Assignment. This Agreement maynot be assigned by either party without the prior written consent of the otherparty, which consent may not be unreasonably withheld, delayed or conditioned. Anyunauthorized assignment is null and void.

9.2           Choice of Law; Submission toJurisdiction. This Agreement shall be construed, governed, interpreted andapplied in accordance with the laws of the Commonwealth of Massachusetts,U.S.A. without regard to principles of conflicts of law thereof.

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9.3    DisputeResolution. In the event that at any time hereafter there arises anydisagreement, controversy, or dispute (“Dispute”) between the Parties heretowith respect to the enforcement, violation, or interpretation of thisAgreement, or of the respective rights and liabilities of the Parties hereto,then, upon written demand of any Party hereto, said demand setting forth eachmatter or matters upon which the Parties do not agree or upon which there is aDispute, after thirty (30) days written notice, such Dispute shall be settledpursuant to the following procedure:

(a)    InformalResolution. Prior to engaging in any formal dispute resolution with respectto any Dispute, Licensor’s and Licensee’s Chief Executive Officer shall, ifeither Party provides written notice to the other Party requesting resolutionof such Dispute (“Resolution Notice”), attempt to resolve such Disputethrough good faith negotiations at a location mutually agreed upon by theParties. If any Dispute cannot be settled by agreement of the Parties pursuantto the preceding sentence within thirty (30) days of receipt of the ResolutionNotice (“Negotiation Period”), then either Party may, by written noticeto the other requesting resolution by alternative means, invoke the disputeresolution provisions of Section 9.3(b) and (c).

(b)    Mediation.In the event that any Dispute cannot be resolved pursuant to the informalprocedure set forth in 9.3(a), such Dispute shall be submitted to mediationwithin thirty (30) days of the expiration of the Negotiation Period. Themediation shall be conducted by one mediator in accordance with the CommercialArbitration Rules of the American Arbitration Association, with suchmediation to take place in Boston, Massachusetts.

(c)    Arbitration.In the event that the Parties are unable to resolve any Dispute pursuant to themediation procedure set forth in 9.3(b), the Parties agree to submit theDispute to binding arbitration before one arbitrator selected as follows:  The parties shall use their best efforts tomutually agree upon one (1) arbitrator; *provided,however,* that if the parties have not done so within ten (10) daysafter initiation of arbitration hereunder, or such longer period of time as theparties have agreed to in writing, then there shall be three (3) arbitrators,including one nominee of Licensor, one nominee of Licensee, and a third personselected by said nominees. The arbitration shall be conducted in accordancewith the Commercial Arbitration Rules of the American ArbitrationAssociation, shall take place in Boston, Massachusetts, and shall be commencedwithin seven (7) days following the receipt by one Party of the otherParty’s Arbitration Notice. Each Party agrees that the finaldetermination/decision of the arbitrator presiding over the proceeding shall bebinding. Notwithstanding the foregoing or anything in this Section 9.3,the Parties may apply to any court of competent jurisdiction for preliminary orinterim equitable relief, including such relief for compelling thecommencement of the dispute resolution provisions in accordance with Section 9.3,without breach of this arbitration provision. The prevailing Party in anyDispute related hereto, whether in a court of law or in arbitration, shall haveits reasonable costs and expenses related to such Dispute, including attorney’sfees, reimbursed by the non-prevailing Party; *provided,however,* that if the arbitrator rules in favor of one Party onsome issues and the other Party on other issues, the arbitrator shall allocatesuch costs and expenses between the Parties in a manner that bears a reasonablerelationship to the outcome of the arbitration. The rulings of the arbitratorand the allocation of fees and expenses shall be binding, non-reviewable, andnon-appealable, except as permitted by law, and may be entered as a finaljudgment in any court having jurisdiction.

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(d)    Choiceof Arbitrators and Governing Rules.**Notwithstandingthe foregoing, any Dispute involving the construction, scope, or validity ofany claim of any patent licensed to either Party hereunder, or theenforceability of any patent licensed to either Party hereunder shall bearbitrated in accordance with the Patent Arbitration Rules of the AmericanArbitration Association. In either case, the arbitrators shall each be attorneyswith expertise in intellectual property law and practice.

9.4    Headings.All headings are for convenience only and shall not affect the meaning of anyprovision of this Agreement.

9.5    BindingEffect. This Agreement shall be binding upon and inure to the benefit ofthe Parties and their respective successors and permitted assigns.

9.6    EntireAgreement. The Parties hereto acknowledge that this Agreement sets forththe entire Agreement and understanding of the Parties hereto as to the subjectmatter hereof and supercedes all prior agreements or understandings between theParties relating to its subject matter.

9.7    Severability.In the event that any provision of this Agreement shall be held invalid orunenforceable for any reason, such invalidity or unenforceability shall notaffect any other provision of this Agreement, and the Parties shall negotiatein good faith to modify the Agreement to preserve (to the extent possible)their original intent. If the Parties fail to reach a modified agreement withinsixty (60) days after the relevant provision is held invalid or unenforceable,then the court shall be authorized to modify the invalid provision to theextent and in the manner necessary to render it enforceable.

9.8    Amendmentand Waiver. This Agreement may be amended, supplemented, or otherwisemodified only by means of a written instrument signed by both Parties. Thefailure of either Party to assert a right hereunder or to insist uponcompliance with any term or condition of this Agreement shall not constitute awaiver of that right or excuse a similar subsequent failure to perform any suchterm or condition by the other Party.

9.9    ForceMajeure. Neither Party will be responsible for delays resulting from causesbeyond the reasonable control of such party, including without limitation fire,explosion, flood, war, strike, or riot, provided that the nonperforming Partyuses commercially reasonable efforts to avoid or remove such causes ofnonperformance and continues performance under this Agreement with reasonabledispatch whenever such causes are removed.

9.10  Counterparts.This Agreement may be executed in one or more counterparts, each of which shallbe deemed an original, and all of which together shall be deemed to be one andthe same instrument.

9.11  Effectof Bankruptcy Filing. The Parties agree and acknowledge that this Agreementis a contract under which Licensor is a licensor to Licensee of rights withrespect to intellectual property (including without limitation, “intellectualproperty” within the meaning of Section 101 of the Bankruptcy Code of theUnited States (“Bankruptcy Code”)). All rights, 

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licenses, immunities and other rights granted under orpursuant to or otherwise described in this Agreement are, and shall be deemedto be, for purposes of Section 365(n) of the Bankruptcy Code,licenses of rights to “intellectual property” within the meaning of Section 101of the Bankruptcy Code. The Parties agree that Licensee and its sublicensees,as licensees of such rights under this Agreement, shall retain and may fullyexercise all of their rights and elections under the Bankruptcy Code. TheParties further agree that, in the event of the commencement of a bankruptcyproceeding by or against Licensor including under the Bankruptcy Code, Licenseeshall be entitled to a complete duplicate of (or complete access to, asappropriate) any such intellectual property and all embodiments of suchintellectual property, including without limitation copies of inventiondisclosures and filings and communications relating to the Patent Rights, andthe same, if not already in Licensee’s possession, shall be promptly deliveredto Licensee upon any such commencement of a bankruptcy proceeding upon writtenrequest therefor by Licensee.

IN WITNESS WHEREOF, theParties have duly executed this Agreement the day and year first set forthabove.
| ADVANCED CELL TECHNOLOGY,  INC. |   | KIRIN BEER KABUSHIKI KAISHA |
|---------------------------------|--------|-----------------------------|
|                            |   |                        |
|                            |   |                        |
| By:                             |   | /s/ WILLIAM M. CALDWELL, IV |   | By: |   | /s/ TOSHIFUMI  MICAYAMA |
| Name: William M.  Caldwell, IV  |   | Name: Toshifumi Micayama    |
| Title: Chief  Executive Officer |   | Title: President            |
|                            |   |                        |
|                            |   |                        |
| AUROX, LLC                      |   | HEMATECH, LLC               |
|                            |   |                        |
|                            |   |                        |
| By:                             |   | /s/ JAMES M. ROBL           |   | By: |   | /s/ JAMES M.  ROBL |
| Name:James  M. Robl             |   | Name: James M. Robl         |
| Title: President                |   | Title: President            |
|                            |   |                        |
|                            |   |                        |
| KIRIN SD, INC.                  |   |                        |
|                            |   |                        |
|                            |   |                        |
| By:                             |   | /s/ TOSHIFUMI MILCAYAMA     |   |   |
| Name: Toshifumi  Milcayama      |   |                        |
| Title: President                |   |                        |
|                                 |        |                             |  |  |  |  |  |

 

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EXHIBIT A

Listof ACT Patent Rights
| Application/Patent  Number        | ** ** | **Filing Date**         | ** ** | **Title**                                                                                                                                          |
|-----------------------------------|------------|-------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------|
| PCT/US97/04736                    |       | March 24, 1997     |       | Cultured Inner Cell Mass Lines Derived from  Ungulates Embryos                                                                                     |
| US 08/626,054  US Pat. 5,905,042  |       | April 1, 1996      |       | Cultured Inner Cell Mass Lines Derived from Ungulate  Embryos                                                                                      |
| US 08/766,939  US Pat. 5,994,619  |       | December 16, 1996  |       | Production of Transgenic and Chimeric Ungulates  Using Embryonic Stem cells                                                                        |
|                              |       |                    |       |                                                                                                                                               |
| PCT/US97/12919                    |       | July 28, 1997      |       | Embryonic or Stem-like Cell Lines Produced by Cross  Species Nuclear Transplantation                                                               |
| US 09/260,468                     |       | March 2, 1999      |       | Embryonic or Stem-Like Cell Lines Produced by Cross  Species Nuclear Transplantation and Method for Enhancing                                      |
| US 09/395,368                     |       | September 14, 1999 |       | Embryonic or Stem-Like Cell Lines Produced by Cross  Species Nuclear Transplantation and Method for Enhancing                                      |
|                              |       |                    |       |                                                                                                                                               |
| PCT/US97/22308                    |       | December 16, 1997  |       | Production of Transgenic and Chimeric Ungulates  Using Embryonic Stem Cells                                                                        |
|                              |       |                    |       |                                                                                                                                               |
| PCT/US98/00002                    |       | January 5, 1998    |       | Nuclear Transfer with Differentiated Fetal and Adult  Donor Cells                                                                                  |
| US 08/781,752   US Pat. 5,945,577 |       | January 10, 1997   |       | Cloning Using Donor Nuclei from differentiated Fetal  and Adult Cells                                                                              |
| US 08/888,057  US Pat. 6,235,969  |       | July 3, 1997       |       | Cloning Pigs Using Donor Nuclei from Non-Quiescent  Differentiated Cells                                                                           |
| US 08/888,283                     |       | July 3, 1997       |       | Cloning Using Donor Nuclei from Non-Serum Starved,  Differentiated Cells                                                                           |
| US 08/935,052  US Pat. 6,235,970  |       | September 22, 1997 |       | Cloning Using Donor Nuclei from Differentiated Fetal  and Donor Cells                                                                              |
| US 09/004,606  US Pat. 6,215,041  |       | January 8, 1998    |       | Cloning Using Donor Nuclei From A Non-Quiescent  Somatic Cells                                                                                     |
| US 09/066,652                     |       | April 27, 1998     |       | Cloned Ungulate Embryonic and Animals, Use of Cells,  Tissues and Organs Thereof For Transplantation Therapies Including Parkinson’s  Disease |
| US 09/394,902                     |       | September 13, 1999 |       | Cloning Pigs Using Donor Nuclei from Differentiated  Cells                                                                                         |
| US 09/534,500                     |       | March 24, 2000     |       | Cloning Ungulate Embryos and Animals, Use of Cells,  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s  Disease  |

 

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| US 09/845,352  |   | May 1, 2001        |   | Cloning Ungulate Embryos and Animals, Use of Cells,  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s  Disease                                                           |
|----------------|--------|-------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| US 10/260,020  |   | March 21, 2003     |   | Cloning Ungulate Embryos and Animals, Use of Cells,  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s  Disease                                                           |
| US 10/809,556  |   | March 25, 2004     |   | Cloning Ungulate Embryos and Animals, Use of Cells,  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s  Disease                                                           |
| US 10/817,573  |   | April 2, 2004      |   | Cloning Pigs Using Donor Nuclei from Differentiated  Cells                                                                                                                                                  |
| US 10/818,486  |   | April 5, 2004      |   | Cloning Ungulate Embryos and Animals, Use of Cells,  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s  Disease                                                           |
| US 10/932,921  |   | September 2, 2004  |   | Cloning Using Donor Nuclei from Fetal and Adult  Cells                                                                                                                                                      |
|           |   |                    |   |                                                                                                                                                                                                        |
| PCT/US98/12800 |   | June 24, 1998      |   | Cloning Using Donor Nuclei From Non-Serum Starved,  Differentiated Cells                                                                                                                                    |
|           |   |                    |   |                                                                                                                                                                                                        |
| PCT/US98/12806 |   | July 1, 1998       |   | Cloning Pigs Using Donor Nuclei From Differentiated  Cells                                                                                                                                                  |
|           |   |                    |   |                                                                                                                                                                                                        |
| PCT/US99/00045 |   | January 8, 1999    |   | Cloning Using Donor Nuclei from Differentiated Fetal  and Adult Cells                                                                                                                                       |
|           |   |                    |   |                                                                                                                                                                                                        |
| PCT/US99/04608 |   | March 2, 1999      |   | Embryonic or Stem-Like Cell Lines Produced by Cross  Species Nuclear Transplantation                                                                                                                        |
|           |   |                    |   |                                                                                                                                                                                                        |
| PCT/US00/05434 |   | March 2, 2000      |   | Embryonic or Stem-Like Cell Lines Produced by Cross  Species Nuclear Transplantation                                                                                                                        |
|           |   |                    |   |                                                                                                                                                                                                        |
| PCT/US00/24958 |   | September 13, 2000 |   | Cloning Pigs Using Donor Cells or Nuclei from  Differentiated Cells and Production of Pluriopotent Porcine                                                                                                  |
|           |   |                    |   |                                                                                                                                                                                                        |
| PCT/US00/25090 |   | September 14, 2000 |   | Embryonic or Stem-Like Cell lines Produced by Cross  Species Nuclear Transplantation and Methods for Enhancing Embryonic  Development by Genetic Alteration of Donor Cells or by Tissue Culture  Conditions |
|           |   |                    |   |                                                                                                                                                                                                        |
| PCT/US00/28287 |   | October 13, 2000   |   | Preparation and Selection of Donor Cells for Nuclear  Transfer                                                                                                                                              |

 

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|                |   |                    |   |                                                                                                                                              |
|----------------|--------|-------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| PCT/US00/29551 |   | October 27, 2000   |   | Gynogenetic or Androgenetic Production of  Pluripotent Cells and Cell Lines, and Use Thereof to Produce Differentiated  Cells and Tissues         |
|           |   |                    |   |                                                                                                                                              |
| PCT/US00/30202 |   | November 2, 2000   |   | Use of Haploid Genomes for Genetic Diagnosis,  Modification and Multiplication                                                                    |
|           |   |                    |   |                                                                                                                                              |
| PCT/US01/05932 |   | February 26, 2001  |   | Production of Mammals Which Produce Progeny of a  Single Sex                                                                                      |
| US 11/024,010  |   |                    |   | Production of Chimeric Bovine or Porcine Animals  Using Cultured Inner Cell Mass                                                                  |
| US 11/174,825  |   | July 5, 2005       |   | Preparation and Selection of Donor Cells for Nuclear  Transplantation                                                                             |
| US 10/981,137  |   | November 4, 2004   |   | Embryonic or Stem-Like Cell Lines Produced by Cross  Species Nuclear Transplantation                                                              |
| US 10/922,374  |   | August 25, 2004    |   | Embryonic or Stem-Lice Cell Lines Produced by Cross  Species Nuclear Transplantation                                                              |
| US 10/344,724  |   | February 14, 2003  |   | Use of Haploid Genomes for Genetic Diagnosis,  Modification and Multiplication                                                                    |
| US 10/260,020  |   | March 21, 2003     |   | Cloned Ungulate Embryos and Animals, Use of Cells,  Tissues, and Organs Thereof for Transplantation Therapies Including  Parkinson’s Disease |
| US 10/376,735  |   | February 25, 2003  |   | Production of Mammals Which Produce Progeny of a  Single Sex                                                                                      |
| US 10/374,512  |   | February 27, 2003  |   | Gynogenetic and Androgenetic Production of  Pluripotent Cells and Cell Lines, and Use Thereof to Produce Differentiated  Cells and Tissue         |
| US 09/995,659  |   | November 29, 2001  |   | Gynogenetic and Androgenetic Production of  Pluripotent Cells and Cell Lines, and Use Thereof to Produce Differentiated  Cells and Tissue         |
| US 09/874,040  |   | June 6, 2001       |   | Embryonic or Stem-Like Cell Lines Produced by Cross  Species Nuclear Transplantation                                                              |
| US 09/845,353  |   | May 1, 2001        |   | Cloning Pigs Using Donor Nuclei                                                                                                                   |
| US 09/809,018  |   | March 16, 2001     |   | Embryonic or Stem-Like Cell Lines Produced by Cross  Species Nuclear Transplantation                                                              |
| US 10/484,398  |   | January 25, 2002   |   | Methods and Compositions for Cell Therapy                                                                                                         |
| US 10/515,705  |   | May 23, 2003       |   | Generation of Histocompatible Tissues Using Nuclear  Transplantation                                                                              |
| US 11/025,893  |   | December 29, 2004  |   | Method of Differentiation of Morula or Inner Cell  Mass Cells and Method of Making Lineage-Defective Embryonic Stem Cells                         |
| US 10/948,841  |   | September 23, 2004 |   | Method for Facilitating the Production of  Differentiated Cell Types and Tissues From Embryonic and Adult Pluripotent  and Multipotent Cells      |
| US 10/831,599  |   | April 23, 2004     |   | Cytoplasmic Transfer to De-Differentiate Recipient  Cells                                                                                         |

 

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| US 10/398,614 |   | August 8, 2003    |   | Method for Generating Cloned Animals Using  Chromosome Shuffling                     |
|---------------|--------|------------------------|--------|--------------------------------------------------------------------------------------|
| US 10/329,979 |   | December 27, 2002 |   | Embryonic or Stem-Like Cell Lines Produced by Cross  Species Nuclear Transplantation |
| US 10/342,336 |   | January 15, 2003  |   | Cloning B and T Lymphocytes                                                          |
| US 10/103,806 |   | March 25, 2002    |   | Method for Generating Cloned Animals Using  Chromosome Shuffling                     |
| US 09/736,268 |   | December 15, 2000 |   | Cytoplasmic Transfer to De-Differentiate Recipient  Cells                            |
| US 09/655,815 |   | September 6, 2000 |   | Method for Generating Immune-Compatible Cells and  Tissues Using Nuclear Transfer    |
| US 10/971,541 |   | October 22, 2004  |   | Prion-Free Transgenic Ungulates                                                      |
| US 09/816,546 |   | March 26, 2001    |   | Prion-Free Transgenic Ungulates                                                      |

 

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EXHIBIT B

List of Robl Patent Rights
| Inventors                                                     | ** ** | **Names**                                                                        | ** ** | **App. Ser. No.**            |
|---------------------------------------------------------------|------------|----------------------------------------------------------------------------------|------------|------------------------------|
| Philippe Collas  James M. Robl  Eddie Sullivan  P. Kasinathan |       | Methods for Cloning Mammals  Using Reprogrammed Donor   Chromatin or Donor Cells |       | US 10/032,191                |
| Same                                                          |       | Same                                                                             |       | PCT/US01/50406  WO02/51997   |
| Same                                                          |       | Same                                                                             |       | Canada                       | 2427322 |
| Same                                                          |       | Same                                                                             |       | Mexico                       | 2003/005624 |
| Same                                                          |       | Same                                                                             |       | Europe                       | 01992386.7 |
| Same                                                          |       | Same                                                                             |       | China                        | 01820967.X |
| Same                                                          |       | Same                                                                             |       | Hong Kong                    | 04109008.7 |
| Same                                                          |       | Same                                                                             |       | Japan                        | 2002-553478 |
| Same                                                          |       | Same                                                                             |       | Korea                        | 2003-7008319 |
| Same                                                          |       | Same                                                                             |       | Australia                    | 2002232858 |
| Same                                                          |       | Same                                                                             |       | New Zealand                  | 525607 |
| Philippe Collas  James Robl                                   |       | Methods for Altering Cell Fate                                                   |       | US 10/910,156                |
| Same                                                          |       | Same                                                                             |       | PCT/US01/47882  WO 02/057415 |
| Same                                                          |       | Same                                                                             |       | Canada                       | 2429954 |
| Same                                                          |       | Same                                                                             |       | Europe                       | 01993249.0 |
| Same                                                          |       | Same                                                                             |       | Japan                        | 2002-558469 |
| Same                                                          |       | Same                                                                             |       | Australia                    | 2002245101 |

 

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