**Exhibit 10.22**

 

**AGREEMENT TO AMEND ACT/CELLCO LICENSEAGREEMENTS**

 

The following provisions are intended as an amendment to each of theexisting license agreements between PacGen Cellco, LLC (“Celco”) and AdvancedCell Technology, Inc. (“ACT”) commonly known as the “ACT License”, the “UMass License” and the “Infigen License”, all dated as of the 14th day of May,2004.  Accordingly, each of thoselicenses shall be deemed amended as set forth herein and the Parties heretoshall promptly execute such additional and more formal amendments as may bedeemed necessary and appropriate by counsel for the Parties.  Unless otherwise agreed in writing, suchamendments shall be executed prior to the Second Payment referred to paragraph2(b) below.

 

1)             NewField - All retinal and other cell types related to the diagnosis and treatmentof retinal disease or the slowing or stopping the progression of retinaldegenerative diseases.  But such licenseshall not apply to the use of non-retinal cells for use in the treatment of non-retinaldiseases or conditions.

 

2)             AddedInitial Fees (to be allocated among three licenses at the same ratio as the previouslicense but with 5% more of such Fees being allocated to the ACT license in considerationof the retinal patent application being added to the list of licensed patents):

 
| a) | Down Payment (to be wired  upon signing hereof or, if that is not feasible, on the first business day  thereafter.) |   | $       | 50,000 |   |
|----|---------------------------------------------------------------------------------------------------------------------|--------|---------|--------|--------|
| b) | Second Payment (w/in 15  days of signing)                                                                           |   | 100,000 |   |

 

3)             AddedMinimum Fees:  (to be allocated among three licenses as ACT desires)

 
| a) | 12 months              |   | $      | 12,500 |   |
|----|------------------------|--------|--------|--------|--------|
| b) | 24 months              |   | 25,000 |   |
| c) | 36 months              |   | 37,500 |   |
| d) | Thereafter  (annually) |   | 50,000 |   |

 

4)             Milestoneand Royalty Payments:  Same as existing contracting, includingnon-stacking provisions, i.e.

 

a)        6%Therapeutics

b)       3%Diagnostics

c)       10%Commercial Research

 

5)             Rights:  SameRights (clinical use, manufacture and research) as with previous licensearrangements, including rights to any cells, cell lines or cell strainsdeveloped, or any processes for creating such cells, cell lines or strains,that have been FDA- certified, are in the process of being certified by theFDA, or are in the process of development, for clinical or research use in the “Field”as described in paragraph (1) above.

 

6)             Inkind assistance by ACT:  ACT shall provide as needed the services of Dr. Lanza,his assistants and the use of such lab space and equipment as they may needthat ACT can reasonable supply, understanding that Dr. Lanza, hisassistants are the full-time

 

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employees of ACTand the equipment will be primarily used for ACT research.  Such assistance will be for a period of oneyear or until:

a)             Thecompletion of preliminary animal studies to assess safety and efficacy of applyingcells for the treatment of retinitis pigmentosa and/or macular degeneration(including any contracts or rights already established for initial animalstudies);

b)            Completionand submission of a scientific paper to a peer-reviewed journal co-authored byACT and Cellco scientists presenting animal data and analysis (subject to thepre-approval of both parties prior to publication);

c)             Completionof consultations with the FDA to assess the suitability of animal data gatheredto initiate the paperwork for early stage human clinical trials;

d)            Initiationof process of filing the paperwork for early stage human trials.

 

If ACT is unable or unwilling to carry forward the clinical orpre-clinical work related to these tasks as outlined in this paragraph 6,Cellco shall have the right to manage and carry the work forward so long asCellco provides funding for the project, in which case any intellectualproperty that is developed under Cellco’s management and funding shall accrueto Cellco, and the costs thereof shall be treated as prepayment of futurelicensing requirements under the Cellco/Act License agreements.

 

7)             Inkind assistance by Cellco:  Cellco shall as much as possible withinthe constraints of time and resources, produce necessary media and reagents andprovide cell expansion services to ACT for this project.

 

8)             Collaborationwith FDA:  Cellco and ACT shall jointly work with the FDA asrequired.

 

9)             CurrentIntellectual Property:  All intellectual property previously licensedby Cellco from ACT and all provisions of existing licenses from ACT shall applyto the Field covered by this term, including provisions governing future IPdiscoveries.

 

10)           OtherChanges:  No other changes in existing Licenses except proceduralones needed to implement these amendments.

 

11)           Optionre Neuron Field:  Upon payment of the final Initial Fee as providedabove, Cellco shall have a six month option to license the additional field ofNeurons for an initial Fee of $1.2 million, payable in two installments sixmonths apart, with other terms to be the same as under this agreement exceptfor paragraph 6 and mutually-agreeable diligence provisions.

 

Although not a condition precedent to this Amendment to License, Cellcoand ACT have agreed to use best efforts to obtain a minimum of $3,000,000 ofequity financing for ACT and, if feasible, create and finance a merger or jointventure between the two companies.  Infurtherance of this goal, Cellco agrees to use its best effort to provide toACT prior to September 15, 2004 a loan of $150,000.  ACT shall not be obligated to accept suchloan, but agrees that if is does accept the loan, it will grant as partialconsideration for such loan a 30 day option to acquire 51% of ACT for a totalconsideration of $3,000,000, which shall

 

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include the $150,000 loan.  Should Cellco not tender the remaining$2,850,000 within 30 days of funding the loan, then the option shall expire andthe $150,000 plus 10% ($165,000) shall be deemed as a prepayment of futureroyalty obligations from Cellco to ACT.  ACTshall, however, cooperate fully and use all reasonable efforts to assist Cellcoin conducting such due diligence as it may require during the option period.

 

Notwithstanding any such option, however, ACT may at any time prior totender of the balance of the option price elect not enter into a third partyagreement to finance ACT independently of Cellco.  If ACT so elects, it shallrepay the loan from Cellco on or before the end of the option period.

 

In Witness Whereof, the Parties hereto have executed this Agreement toAmend ACT/Cellco License Agreements.

 

The Date of this Agreement is September 7, 2004.

 
| PacGen Cellco, LLC                  |            |
|-------------------------------------|-----------------|
|                                |            |
|                                |            |
| By:                                 | /s/ Ted Aldeich |   |   |
|                                |            |
|                                |            |
|                                |            |
| Advanced Cell Technology, Inc. |            |
|                                |            |
|                                |            |
| By:                                 |            |   |   |

 

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