**Exhibit10.54**

 

ADVANCED CELLTECHNOLOGY, INC.

 

CONFIDENTIALITYAND NONDISCLOSURE AGREEMENT

 

THIS AGREEMENT is madeeffective as of 2-3-99 (the “Effective Date”), by and between ADVANCED CELLTECHNOLOGY, INC. (“ACT”), a Delaware corporation, and ROBERT LANZA, M.D.,a                        corporationlocatedat                                                        (the“Receiving Party”), to assure the protection and preservation of theconfidential and/or proprietary information to be disclosed or made availableby ACT to the Receiving Party in connection with the negotiations ordiscussions further described in Exhibit A attached hereto (the “Purpose”).

 

In reliance uponand in consideration of the following undertakings, the parties agree as follows:

 

1.                                       Subjectto the exceptions set forth in Paragraph 2, all information disclosed by ACT tothe Receiving Party, whether disclosed orally or in written, graphic orelectronic form, shall be “Confidential Information” of ACT. In particular, ConfidentialInformation shall include, but not be limited to, ACT' business or technicalinformation such as business plans and strategies, business operations andsystems, marketing techniques and material pricing policies, information concerningemployees, customers, licensees and/or vendors and any patent application,trade secret, invention, idea, procedure, formulation, process, formula, ordata.

 

2.                                       Theterm “Confidential Information” shall not be deemed to include information whichthe Receiving Party can demonstrate by competent written proof: (a) is now, orhereafter becomes, through no act or failure to act on the part of theReceiving Party, in the public domain; (b) is known by the Receiving Party atthe time of receiving such information, as evidenced by its records; or (c) ishereafter furnished to the Receiving Party by a third party, as a matter ofright and without restriction on disclosure.

 

3.                                       TheReceiving Party shall maintain all Confidential Information in trust and confidenceand shall not publish, disseminate or otherwise disclose any ConfidentialInformation to any third party without the written consent of ACT, except asprovided below.  The Receiving Party mayonly disclose and disseminate Confidential Information to those officers,employees, or agents of the Receiving Party with a need to know, and only aftersuch officers, employees, or agents have been advised of the confidentialnature of such information and are bound by an obligation of confidentiality tothe Receiving Party under terms substantially similar to the terms of thisAgreement.  The Receiving Party furtheragrees that it shall not disclose the Confidential Information to any of itsaffiliates unless each such affiliate agrees in writing to be bound by the termsof this Agreement and names ACT as a third party beneficiary of such writtenagreement.

 

4.                                       Notwithstandingany other provision of this Agreement, disclosure of Confidential Informationshall not be prohibited if such disclosure: (a) is in response to a valid orderof a court or other governmental body of the United States or any politicalsubdivision thereof; provided, however, that the Receiving Party shall firsthave given notice to ACT and shall have made a reasonable effort to obtain aprotective order requiring that the Confidential Information so disclosed beused only for the purposes for which the order was issued; or (b) is otherwise requiredby law.

 

5.                                       TheReceiving Party may use Confidential Information only to the extent required toaccomplish the Purpose.  In particular,the Receiving Party shall not file any patent application containing any claimthe subject matter of which contains, is based upon, or is derived from the

 

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Confidential Information.The Receiving Party shall not use Confidential Information for any purpose orin any manner which would constitute a violation of any laws or regulations of theUnited States.  No rights or licenses totrademarks, copyrights, patents or any other proprietary rights of ACT areimplied or granted under this Agreement.

 

6.                                       AllConfidential Information (including all copies thereof) shall at all timesremain the property of ACT and shall be returned to ACT upon request of ACT,and in any event, upon completion or termination of this Agreement.

 

7.                                       Unlessearlier terminated as provided below, this Agreement shall continue in full forceand effect for five (5) years from the Effective Date.  This Agreement may be terminated by eitherparty at any time upon thirty (30) days written notice to the other party.  The provisions of Paragraphs 3, 4, 5, 6, 8 and9 shall survive any such early termination of this Agreement for a period offive (5) years from the date of such termination.

 

8.                                       ThisAgreement shall be governed by the laws of the Commonwealth of Massachusetts asapplied to agreements executed and performed entirely within the Commonwealthof Massachusetts by Massachusetts residents.  Any claim or controversy arising out of orrelated to this Agreement or any breach hereof shall be submitted to a court ofapplicable jurisdiction in the Commonwealth of Massachusetts, and each partyhereby consents to the jurisdiction and venue of such court.  If either party engages attorneys to enforceany rights arising out of or relating to this Agreement, the prevailing partyshall be entitled to recover its fees expended in engaging such attorneys.

 

9.                                       Theparties’ rights and obligations will bind and inure to the benefit of their respectivesuccessors, heirs, executors and administrators and permitted assigns.  The Receiving Party shall not assign ordelegate its obligations under this Agreement either in whole or in part withoutthe prior written consent of ACT.

 

10.                                 Ifany provision of this Agreement is found by a proper authority to be unenforceable,that provision shall be severed and the remainder of this Agreement willcontinue in full force and effect.

 

11.                                 ThisAgreement, together with Exhibit A attached hereto and incorporated herein,contains the final, complete and exclusive agreement of the parties relative tothe subject matter hereof and supersedes all prior and contemporaneousunderstandings and agreements relating to its subject matter. This Agreementmay not be changed, modified, amended or supplemented except by a written instrumentsigned by both parties.

 

12.                                 ThisAgreement has been prepared in the English language and the English languageshall control its interpretation.

 

13.                                 Anynotices required or permitted hereunder shall be given to the appropriate partyat the address specified below or at such other address as the party shallspecify in writing.  Such notice shall bedeemed given upon the personal delivery, or three (3) days after the date ofmailing when sent by certified or registered mail, postage prepaid, or upon thedate such notice is transmitted by facsimile, provided that such transmissionis subsequently confirmed by telephone.

 

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| AGREED TO:                      | AGREED  TO:         |
|---------------------------------|---------------------|
|                            |                |
| ADVANCED CELL  TECHNOLOGY, INC. |                |
|                            |                |
|                            |                |
| By:                             | /s/ Michael D. West |   | By: | /s/ Robert Lanza |   |
|                            |                |
| Michael D. West, Ph.D.          |                |
| (Print Name)                    |                |
|                            |                |
| President & CEO             | (Print Name)        |
| (Title)                         | (Title)             |
|                                 |                     |  |  |  |  |

 

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