**Exhibit10.72**

 

**WITHDRAWAL, TERMINATION, ASSIGNMENTAND ASSUMPTION AGREEMENT**

 

THISWITHDRAWAL, TERMINATION,ASSIGNMENT AND ASSUMPTION AGREEMENT(“Agreement”) is made effective as of the 14th day of March, 2001 by andbetween BioTransplant Incorporated, a Delaware corporation with offices locatedat Building 75, Third Avenue, Charlestown, MA 02129 (“BTI”), Immerge Biotherapeutics,Inc. a Delaware corporation with offices at Building 75, Third Avenue,Charlestown, MA 02129 (“Immerge”), Infigen, Inc., a Delaware corporation withoffices at 1825 Infinity Drive,DeForest, WI 53532 (“Infigen”) and Advanced Cell Technology, a Delawarecorporation with offices at One Innovation Drive, Worcester, MA 01605 (“ACT”).

 

WHEREAS,BTI and ACT were selected for participation in the Advanced Cell TechnologyProgram administered by the National Institute of Standards and Technology (“NIST”)as a joint venture to conduct certain specified research; and

 

WHEREAS,in connection with such selection, BTI and ACT entered into a Joint VentureAgreement (the “ACT Joint Venture”) for the purpose of participating in theAdvanced Cell Technology Program; and

 

WHEREAS,the ACT Joint Venture and NIST entered into a certain NIST CooperativeAgreement, defining the terms and conditions of NIST’s participation in andfunding of the specified research; and

 

WHEREAS,subsequent to entering into the ACT Joint Venture and the NIST CooperativeAgreement, BTI and ACT agreed that ACT would withdraw from the project and thatBTI and Novartis Pharma A.G. (“Novartis”) would, through joint formation of Immerge,enter into a new joint venture arrangement with Infigen (the “Immerge/InfigenRevised Joint Venture”) for the purposes of performing under the NISTCooperative Agreement; and

 

WHEREAS,the parties are desirous of amending and assigning the documentation to reflectand effectuate the foregoing;

 

NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich is**hereby acknowledged, the parties agree as follows.

 

1.             Pursuant to the provisions of theACT Joint Venture, ACT hereby withdraws as a party to the ACT Joint Venture.The ACT Joint Venture is**therefore terminated in allrespects effective as of March 14,**2001, and neither BTI nor ACT has any outstanding or further obligations to the other or to anythird parties thereunder.

 

2.             ACT consents to BTI’s formation ofand participation in Immerge for the purpose of performing with Infigen,pursuant to the Immerge/Infigen Revised Joint Venture, under the NISTCooperative Agreement. Subject to NIST approval and amendment of the NISTCooperative Agreement, ACT hereby assigns and releases to the

 

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Immerge/Infigen RevisedJoint Venture any right, title or interest ACT may have in or under the NISTCooperative Agreement, it being the intent of the parties that Immerge and Infigen(the Immerge/Infigen Revised Joint Venture) be substituted for BTI and ACT (theACT Joint Venture) under an amended NIST Cooperative Agreement.

 

3.             The parties agree that ACT isreleased from any and all obligations under the NIST Cooperative Agreement.

 

4.             BTI and Immerge, jointly andseverally, hereby agree to defend, indemnify and hold harmless ACT, itsdirectors, officers, employees, agents, successors and assigns (the “Indemnitees”),from and against any and all liabilities, damages, costs, losses and expenses,including reasonable attorneys’ fees, arising out of any third party claims(including without limitation by Novartis or NIST) made in connection with orin relation to the ACT Joint Venture or the termination of the ACT JointVenture, the substitution of Immerge for the ACT Joint Venture under the NISTCooperation Agreement, or the NIST Cooperative Agreement and/or any research,inventions, work or by products arising thereunder, excepting only claims thatresult from the gross negligence or willful misconduct of any of theIndemnitees. Any indemnification obligations set forth in this Agreement shallbe subject to the following conditions: (i) the indemnified party shall notifythe indemnifying party in writing promptly upon learning of any claim or suitfor which indemnification is sought; (ii) the indemnifying party shall havecontrol of the defense or settlement of such claim or suit, provided thatthe indemnified party shall have the right (but not the obligation) toparticipate in such defense or settlement with counsel at its selection and atits sole expense; and (iii) the indemnified party shall reasonably cooperatewith the defense, at the indemnifying party’s expense.

 

5.             The parties hereto agree andacknowledge that amending the NIST Cooperative Agreement to substitute Immergeand Infigen (the Immerge/Infigen Revised Joint Venture) for BTI and ACT (theACT Joint Venture) requires the approval and consent of NIST.

 

6.             Nothing in this Agreement isintended to affect or supersede those certain “Terms for NonExclusive License”entered into by and between ACT and Immerge on or about December 23, 2000, andsuch Terms and all provisions thereof, and any amendments thereto, remain infull force and effect.

 

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INWITNESS WHEREOF, the parties, through their respective duly authorizedrepresentatives, have executed this Agreement effective as of the date firstwritten above.

 
|   | BIOTRANSPLANT INCORPORATED     |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            | /s/ [ILLEGIBLE] |
|   | Printed  Name:                 |  [ILLEGIBLE] |
|   | Title:                         | VP Finance & Treasurer |
|   |                           |
|   |                           |
|   | IMMERGE BIOTHERAPEUTICS,  INC. |
|   |                           |
|   |                           |
|   | By:                            | /s/ Julia Greenstein |
|   | Printed Name:                  | Julia Greenstein |
|   | Title:                         | President and CEO |
|   |                           |
|   |                           |
|   | ADVANCED CELL TECHNOLOGY       |
|   |                           |
|   |                           |
|   | By:                            | /s/ Robert Lanza |
|   | Printed Name:                  | Robert Lanza |
|   | Title:                         | Vice President |
|   |                           |
|   |                           |
|   | INFIGEN, INC.                  |
|   |                           |
|   |                           |
|   | By:                            | /s/ Walter Simson |
|   | Printed Name:                  | Walter Simson |
|   | Title:                         | CEO |
|        |                                |  |  |  |

 

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