**Exhibit10.27**

 

**PROMISSORYNOTE**

 
| Principal amount $$272,108.45 |   | Date: July 8, 2003 |
|-------------------------------|--------|-------------------------|

 

FOR VALUE RECEIVED, Advanced Cell Technology, Inc. (ACT) herebypromises to pay to the order of Rothwell, Figg, Ernst & Manbeck, P.C.(“Holder”) the sum of Two Hundred Seventy Two Thousand One Hundred Eight and45/100 Dollars ($272,108.45), together with interest thereon at the rate of 5%per annum on the unpaid balance from above date.  Said sum shall be paid in twelve monthlyinstallments according to the following schedule (or until interest andprincipal are paid in full):

 
| • | August 1, 2003:    | $           | 25,000 |   |
|--------|-------------------------|-------------|--------|--------|
| • | September 1, 2003: | $           | 25,000 |   |
| • | October 1, 2003:   | $           | 25,000 |   |
| • | November 1, 2003:  | $           | 25,000 |   |
| • | December 1, 2003:  | $           | 25,000 |   |
| • | January 1, 2004:   | $           | 25,000 |   |
| • | February 1, 2004:  | $           | 25,000 |   |
| • | March 1, 2004:     | $           | 25,000 |   |
| • | April 1, 2004:     | $           | 25,000 |   |
| • | May 1, 2004:       | $           | 25,000 |   |
| • | June 1, 2004:      | $           | 25,000 |   |
| • | July 1, 2004:      | The Balance |   |

 

Provided, however, that in the event that ACT receives payments fromCyagra for partial reimbursement of Holder’s billings to ACT for legal fees andexpenses, then 50% of such payments promptly shall be paid to Holder and shallbe applied first to interest and then to principal.

 

All payments shall be first applied to interest and the balance to principal.  This note may be prepaid, at any time, in wholeor in part, without penalty.

 

This note shall at the option of Holder be immediately due and payableupon the occurrence of any of the following;

 

1) Failure to make any payment due hereunder within five days of itsdue date.

 

2) Upon the dissolution or liquidation of ACT or the acquisition offorty percent (40%) or more of the voting shares of ACT by any other entity.

 

 

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3) Upon the filing by ACT of an assignment for the benefit ofcreditors, bankruptcy or other form of insolvency, or by suffering aninvoluntary petition in bankruptcy or receivership not vacated within thirty(30) days.

 

4) Upon receipt of an infusion of funds of at least $5,000,000 in anyform, including without limitation loans, equity investments in any form ofcapital stock or other security of ACT, license fees, proceeds of sale of anyassets or anyother form of cash infusion, excluding sponsored research and government fundedgrants.

 

In the event this note shall be in default and placed for collection,then ACT agrees to pay all reasonable attorney fees and costs of collection.  Payments not made within five (5) daysof due date shall be subject to a late charge of 10% of said payment.  All payments hereunder shall be made to suchaddress as may from time to time be designated by Holder.

 

This note is not transferable by either party.

 

ACT agrees to remain fully bound until this note has been fully paidand waive demand, presentment and protest and all notices hereto and furtheragree to remain bound, notwithstanding any extension, modification, waiver, orother indulgence or discharge or release of any obligor hereunder.  No modification or indulgence by Holder shallbe binding unless in writing; and any indulgence on any one occasion shall notbe an indulgence for any other or future occasion.  This note shall take effect as a sealedinstrument and shall be construed, governed and enforced in accordance with thelaws of the District of Columbia.

 
| Witnessed:           |                                 |
|----------------------|--------------------------------------|
|                 |                                 |
|                 | Advanced  Cell Technology, Inc. |
|                 | By:                                  |
|                 |                                 |
|                 |                                 |
| /s/ Robin E.  Menard |                                 | /s/ Gunnar  Engstrom |   |
| Witness              | Gunnar  Engstrom                     |
|                 | Chief  Financial Officer             |
|                      |                                      |  |  |

 

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