**Exhibit10.56**

 

**AdvancedCell Technology, Inc.**One Innovation DriveWorcester, Massachusetts 01605

 

 

January 23, 1998

 

 

Dr. James Robl,Ph.D.

University ofMassachusetts

Department ofVeterinary and Animal Science

Amherst, MA 01003

 

Re:                               ConsultingAgreement

 

Dear Jim:

 

This letter confirms theAgreement between you and Advanced Cell Technology, Inc. (“ACT”) under whichyou will serve on the ACT scientific advisory committee provide consultingservices to ACT on the following terms and conditions:

 

1.                                       **Services**.  The consulting services you will provide aredescribed in the attached Exhibit A.

 

2.                                       **Term**.  This Agreement shall be for a period of oneyear beginning October 1, 1997, and shall automatically renew forsubsequent periods of one year each unless either party notifies the other inwriting of an intention not to renew at least 60 days prior to the end of thethen-current period.

 

3.                                       **Compensation**.                                                                (a) ACT will pay you an amount of $48,000per annum.  Your compensation will accruefrom day to day and be payable in once monthly installments.  In addition, ACT agrees to provide you with aone-time signing bonus of $36,000 (thirty-six thousand dollars). It is furtherunderstood that the aforementioned signing bonus is a one time only bonus andthat subsequent renewal of this or any similar consulting agreement between theparties will not include payment of such signing bonus.

 

(b)  You will begranted, immediately upon the initiation of ACT’s 1997 Incentive Stock OptionAgreement, a fully vested option to purchase twenty thousand (20,000) shares ofthe company’s common stock. The exercise price shall be $0.25 per share for theaforementioned 20,000 shares.  You willalso be eligible to earn, additional options to purchase share of the company’scommon stock.  The exercise price forthese additional options will be in accordance with the following schedule:

 

up to 10,000options at $3.75 per share on the first anniversary date of this signing;

 

a further 10,000options at $3.75 per share on the second anniversary date of this signing; and

 

a further 10,000 optionsat $3.75 per share on**the thirdanniversary date of this signing.

 

Any additionaloptions [ILLEGIBLE] be granted under this 1997 Incentive Stock Option Agreementand will be at the current exercise price as determined by that Agreement.  All options to

 

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purchase commonstock of the company as described in this item shall be subject to the rulesand conditions of the company’s 1997 Incentive Stock Option Agreement exceptwhere herein indicated by this item 3(b) (i.e., exercise price andvesting schedule).

 

The numbers ofshares listed above in this item 3 (b) are premised upon a total number of onemillion (1,000,000) shares of issued and outstanding common stock of thecompany.  In the event of a stock dividend,stock split, recapitalization or other change in the number of outstandingshares of common stock of the company, your options, purchase prices and/orholdings will be adjusted so as to continue to entitle you to the samepercentage of the company’s common stock at the same total cost. (Example: Ifthe number of outstanding shares doubles as a result of a recapitalization, youwill be entitled to twice as many shares and the prices will be one-half theamounts recited above.) However, in the event of the sale of shares of commonstock for consideration which results in the dilution of the percentageinterests in the company owned by all shareholders, your dilution will beproportionately equal to the dilution of the other shareholders.

 

4.                                       **Independent Contractor**.  You will provide your consulting services asan independent contractor, not as an employee. Nothing herein creates any jointventure, partnership, agency, employment or other relationship between us.  You acknowledge your responsibility for andagree to comply with all federal and state tax laws with respect to any paymentsyou receive under this Agreement.  Youfurther agree not to hold yourself out as or characterize yourself as ouremployee for any purpose.

 

5.                                       **Ownership of Inventions**.  Your consulting work for ACT may include yourmaking of inventions for ACT. ACT acknowledges that you are an employee of theUniversity of Massachusetts (the “University”), and that any inventions youmake for us under this Agreement shall be subject to (i) the terms of yourUniversity Participation Agreement, and (ii) except to the extent expresslyprovided to the contrary herein, the terms of the Research CollaborationAgreement (the “RCA”) and the Exclusive License Agreement (the “License”), eachdated April 16, 1996, between ACT and the University.  Accordingly, for so long as you remain anemployee of the University, the following rules shall govern ownership ofinventions you make in performing your consulting work pursuant to this Agreementfor ACT at any**ACT facility(ies):

 

(a)          Inventionsyou discover during the Term of the RCA and first reduce to practice during saidTerm or within 6**months thereafter shall belong tothe University and be subject to the RCA and the License.

 

(b)         Inventionsyou discover or first reduce to practice more than 6 months after the terminationof the RCA shall be presumed to belong to the University (unless the Universitystipulates to the contrary on a case-by-case basis under item 5 (c) below), andshall be licensed to ACT by the University pursuant to the terms of the Licenseand Articles 4, 5 and 7 of the RCA as if such inventions had been part of theResearch Project under the RCA.

 

(c)          Inthe case of any inventions you discover or first reduce to practice that youand/or ACT in good faith believe to be unrelated to your work at theUniversity, such inventions(s) shall be disclosed to the University in writingwith a request for a determination by the University whether the inventioninvolved significant use of University resources (as defined in your UniversityParticipation Agreement).  The Universityshall decide this issue in good faith, and, if no significant use of Universityresources was involved, then (i) the University will issue a writtenacknowledgment that the University has no ownership interest in the relevantinvention, (ii) ACT shall be deemed the owner of the invention, and (iii) youshall cooperate reasonably with

 

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ACT to enable ACTto secure patent protection for the invention in the United States andabroad.  If, on the other hand, theinvention involved significant use of University resources, then the inventionshall belong to the University and shall be covered by item 5 (b) above.

 

(d)         Foravoidance of doubt, it is acknowledged and agreed that where ACT makes anyinvention(s) in its own facilities for which you are not one of the “inventors”(as that term is applied under U.S. patent law), the mere fact that you mayhave consulted with the inventor(s) shall not grant the University any rightsin or to such invention(s) unless the invention in fact involved significantuse of University resources.

 

6.                                       **Confidentiality**.  All information relating to ACT’s research,projects and business is highly confidential, and you agree to maintain it instrictest confidence and use it only in connection with your work for us andnot for any other purpose.  Youspecifically agree not to reveal any such information to any other persons.  The restrictions in this paragraph shall notapply to information which: (a) you rightfully had before you learned it fromor about ACT; (b) subsequently becomes known or available to you from a thirdparty acting lawfully; (c) becomes generally known by publication, commercialuse or otherwise, without violation of this Agreement; (d) you developindependently and without reference to or reliance upon any information from orabout ACT; or (e) may be disclosed under the terms of the RCA.

 

7.                                       **Conflict of Interest**.  During the period of your work for us underthis Agreement and for 18 months thereafter, you will not directly orindirectly consult with or work for anyone else engaged in or proposing toengage in commercial exploitation of xenotransplantation, pharmaceuticalprotein production in transgenic animals or related technology.  Nor during the same period will you engage insuch activity for your own account or hire any of our employees or anyone whowas an employee of ours anytime during the period you worked for us under thisAgreement.  You acknowledge and agreethat the restrictions in this paragraph are necessary to protect ACT’s tradesecrets, which are essential to ACT’s business. The foregoing shall not applyto your activities as a professor at the University.

 

8.                                       **Remedies**.  You acknowledge that any violation of therestrictions set forth in Paragraphs 6 and 7 of this Agreement may irreparablydamage ACT and that such damage may not be compensable in money.  Consequently, you consent and agree that ACTshall have, in addition to all other rights and remedies as may be available,the right to obtain the issuance of an injunction from any court of competentjurisdiction enjoining any breach of such restrictions.

 

9.                                       **Miscellaneous**.  This letter sets forth our entire Agreement.  It supersedes any prior agreements relating tothe same matters, whether written or oral.  It may be amended only in writing signed byboth parties.  Either party’s failure toenforce any term or condition of this Agreement shall not be deemed a waiver ofsuch term or condition.  The rights and obligationsof both parties under Paragraphs 5, 6, 7 and 8 shall survive any termination ofexpiration of this Agreement.  ThisAgreement is governed by the laws of Maine without regard to principles ofconflicts of laws.  If any provision ofthis Agreement is unenforceable, it shall be deemed amended to the extentnecessary to render it enforceable and the rest of the Agreement shall remainin effect as before.

 

If the foregoing is inaccordance with your understanding and is agreeable, please indicate so bysigning and returning both enclosed copies of this letter.  We will return one fully-executed original toyou for your files.

 

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ACCEPTED ANDAGREED

 
| Dr. James Robl, Ph.D. | Advanced Cell  Technology |
|-----------------------|---------------------------|
|                  |                      |
|                  |                      |
| By:                   | /s/ James M. Robl         |   | By: | /s/ [ILLEGIBLE] |   |
|                  |                      |
| Date:                 | 2-2-98                    |   | Title: | Chairman and CEO |   |
|                       |                           |  |  |  |  |  |  |

 

The University ofMassachusetts hereby acknowledges and agrees to the terms of Article 5 ofthis Agreement, and hereby approves this Agreement as one involving permittedOutside Activities under the University Policy on Faculty Consulting andOutside Activities.

 
|   | UNIVERSITY OF  MASSACHUSETTS |
|--------|------------------------------|
|   |                         |
|   | By:                          |   |   |
|   |                         |
|   | Title:                       |   |   |
|   |                         |
|   | Date:                        |   |   |
|        |                              |  |  |  |

 

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**EXHIBIT A**

 

Description of ConsultingServices:  During eachconsulting year, Dr. Robl will consult for ACT for not more than 20% of histime during the academic year.(1)  Thisconsulting may require travel to ACT (Worcester, MA) or other specifiedlocations from time to time for scientific advisory board meetings.  Reasonable travel costs will be paid by ACTfor meetings held at locations other than ACT’s own premises.  The consulting duties will vary and involvethose items that the parties agree upon from time to time, including but notlimited to the following: (a) provide advice in setting up, conducting andanalyzing experiments conducted by ACT in the areas of (i) production ofpharmaceutical proteins in farm animals, (ii) xenotransplantation and (iii)agricultural applications of cloning and transgenic technologies; (b)communicate to ACT employees any new and important non-confidential scientificfindings (within and outside the lab) that Dr. Robl thinks may be of value toACT research and development efforts; (c) speak with potential ACT investorsabout ACT scientific developments; and (d) perform any other duties reasonablyrequested by ACT from time to time.

 

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(1)  It is estimated that such consulting willtotal approximately 95 - 98 days per calendar year, calculated as follows:

 
| Academic  year = 9 months (Sep. - May)    =  |   | 273    |   | total days     |   |   |   |            |   |
|------------------------------------------------------------------|--------|--------|--------|----------------|--------|--------|--------|-----------------|--------|
|                                                             |   | -78    |   | weekend days   |   |   |   |            |   |
|                                                             |   | 195    |   | weekdays       |   |   |   |            |   |
|                                                             |   | -10    |   | legal holidays |   |   |   |            |   |
|                                                             |   | 185    |   | business days  |   |   |   |            |   |
|                                                             |   | -20    |   | vacation days  |   |   |   |            |   |
|                                                             |   | 165    |   | working days   |   |   |   |            |   |
|                                                             |   | x20    | %      |           |   | = 33   |   | consulting days |   |
|                                                             |   |   |   |           |   |   |   |            |   |
| Summer  = 3 months (June, July, August)    = |   | 92     |   | total days     |   |   |   |            |   |
|                                                             |   | -26    |   | weekend days   |   |   |   |            |   |
|                                                             |   | 66     |   | weekdays       |   |   |   |            |   |
|                                                             |   | -1     |   | legal holiday  |   | = 65   |   | consulting days |   |
|                                                             |   |   |   |           |   |   |   |            |   |
|                                                             |   |   |   |           |   | 98     |   | consulting days |   |

 

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