**Exhibit10.60**

 

**MASTER STUDY AGREEMENT**

 

This Master Study Agreement (“Agreement”) is made as of this 4thday of December, 2000 (the “Effective Date”), by and between BiomedicalResearch Models, Inc. (BRM) a Massachusetts Corporation having a place ofbusiness at 10 New Bond Street, Worcester, MA 01606 and Advanced CellTechnology, Inc. a Delaware corporation, having principal offices at OneInnovation Drive, Worcester, MA (hereinafter Advanced Cell Technology)(Advanced Cell Technology and BRM sometimes collectively referred to herein asthe “parties”).

 

WHEREAS, BRM has certain research expertise in thearea of developing and producing proprietary inbred and congenie rodent modelsof human disease, and provides contract research services related thereto; and

 

WHEREAS, Advanced Cell Technology is conducting certain research, andis the owner of proprietary technologies, in the area of nuclear transfer,cloning of non-human mammals and human therapeutic cloning, and

 

WHEREAS, Advanced Cell Technology desires to engage BRM to providecertain research services; and

 

WHEREAS, BRM desires to provide such services for Advanced CellTechnology in accordance with the terms and conditions of the Agreement and “IndividualStudy Agreements”;

 

NOW THEREFORE, in consideration of the premises and the mutualcovenants contained herein, the parties hereto agree as follows:

 

**1.            Protocols andIndividual Study Agreements (ISA)**

 

Inthe event Advanced Cell Technology desires BRM to perform research services,the parties shall negotiate and finalize “Individual Study Agreements” (each an“ISA”). Each ISA will include abudget, scientific protocol and/or a scope of work (including a detaileddescription of the research to be performed), a timeline in which the researchwill be completed, and fees for the search and payment terms thereof. Noresearch work will begin or be considered in progress until a signed ISA isapproved by the authorized business official for the respective organizations. The authorized official for BRM isDennis L. Guberski. The authorized official for Advanced Cell Technology isJose Cibelli, Ph.D., Vice President of Research.

 

**2.            Modifications inProtocols and Authorized Officials**

 

If following the executionof an ISA a significant change or supplement to the protocol, or scope of workis warranted, such change shall be made by a written notification or changeorder (each a “Change Order”) mutually agreed upon and signed by the partiesprior to the implementation of the change. If the approved change results inadditional costs an estimate 

 

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will be prepared by BRM forapproval by Advanced Cell Technology. This approval is a commitment ofadditional funds to the project.

 

**3.            ****Performance**

 

BRMshall conduct the studies, perform research and prepare reports as required bythis Agreement and any applicable ISA (including the protocols and/or scope ofwork included therewith and any Change Orders thereto). BRM will utilize duecare in accordance with the ISA and general prevailing industry standards. BRMshall adhere to schedules and any approved amendments to schedules that areincluded with or incorporated into each ISA.

 

**4.             StudyMonitoring and Authorized Representative**

 

Anauthorized representative may be appointed by BRM and Advanced Cell Technologyto facilitate communications between the respective businesses. The authorizedrepresentative for BRM is Edward H, Kislauskis, Ph.D, Vice President. Theauthorized representative for Advanced Cell Technology is Jose Cibelli, Ph.D.,Vice President of Research for Advanced Cell Technology. These authorizedrepresentatives through their staffs will oversee the day to day operation ofthe research programs and will serve as the contact points to resolvedifferences and/or to clarify protocols.

 

**5.             OLAW andIACUC**

 

AdvancedCell Technology acknowledges that BRM maintains a federally and state licensedfacility. Further, Advanced Cell Technology agrees that protocols must be incompliance with the NIH Office for the Laboratory and Animal Welfare asadministered through BRM’s local Institutional Animal Care and Use Committee(IACUC). BRM agrees to provide Advanced Cell Technology with such informationregarding BRM’s compliance therewith as is reasonably requested by AdvancedCell Technology.

 

**6.             PeriodicMeetings; Reports; Data**

 

Duringthe term of this Agreement and any ISA, the authorized representatives of theparties, and if necessary their staff(s), shall meet as required by the ISA todiscuss the progress of the research then being performed by BRM. BRM shalladvise Advanced Cell Technology of the results of such research and, at monthlyintervals or in accordance with the terms of the ISA, provide Advanced CellTechnology with written progress reports concerning the research. Unlessotherwise stated in the protocol or ISA, a progress/final report setting forththe results achieved under and pursuant to the research shall be submitted byBRM to Advanced Cell Technology within sixty (60) days after the termination ofthe subject research project. Such final research report shall include acomplete summary of the research carried out and detailed experimentalprotocols of the research performed in the course of the research. BRM shall,throughout the term of this Agreement and any ISA, and upon delivery of anyfinal research report, provide to Advanced Cell Technology all data and otherinformation generated or prepared during any research or study performed underthe terms of this Agreement or any ISA and any Change Order thereto, includingwithout limitation, all raw data obtained as a result of 

 

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studiesconducted in the course of the research and changes in the experimentalprocedures as described in the ISA.

 

**7.            ****Materials**

 

The parties acknowledge andagree that in connection with performing research under an ISA, Advanced CellTechnology may deliver to BRM certain materials, including without limitation,slides, tissues, cells or other specimens (collectively, “Materials”), to beused by BRM in connection with performing the subject research. All materialsmust be accompanied by a written disclosure that shall detail hazardousqualities of the Materials and otherwise be in compliance with NIOSH and OSHAregulations. Advanced Cell Technology shall deliver such Materials at its solecost and expense. BRM acknowledges and agrees that all title and intellectualproperty rights in the Materials are and shall be owned by Advanced CellTechnology. Unless Advanced Cell Technology shall otherwise give prior writtenconsent, BRM shall not use the Materials for any purposes other than to conductthe research as described in the applicable ISA. Any other uses of theMaterials by BRM shall be strictly prohibited. In no event, may BRM provide anysuch Materials to any other persons or entities without Advanced CellTechnology’s prior written consent. BRM shall not use or acquire for use anythird party materials, directly or indirectly, in any research that is thesubject of an ISA if the use of such materials would provide such third partywith any rights in any inventions or other intellectual property.

 

**8.**             **Information**

 

BRMacknowledges that during the term of this Agreement and any ISA, it may receivefrom Advanced Cell Technology certain information which may include technicalinformation and data, notebooks, products, inventions, product designinformation, trade secrets, patents and patent applications, processes, andunpublished research results, business plans, financial information, schedules,test marketing data, marketing plans, computer programs and listings, and otherplans, data and information, including without limitation, information relatingto proprietary technologies enabling the genetic manipulation of cells toproduce cloned transgenic animals for applications in cell transplant therapy,organ transplantation and pharmaceutical protein production, all of which willbe proprietary and confidential information (hereinafter referred to as “ConfidentialInformation”) of Advanced Cell Technology. BRM acknowledges and agrees that alltitle and intellectual property rights in such Confidential Information are andshall be owned by Advanced Cell Technology, and BRM agrees to maintain theconfidentiality of such Confidential Information in accordance with the termsof this Agreement and any ISA.

 

**9.            Confidentialityand Publications**

 

Except as otherwise statedBRM, its employees, agents and consultants shall, during the course of anynegotiation, and during the term of this Agreement or any ISA and thereafter,maintain in strict confidence all Confidential Information and all ResearchResults and any other information, data and work produced, generated orprepared by BRM during the course of an ISA, except that BRM may disclose orpermit the disclosure of any Confidential Information to 

 

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its directors, officers,employees, consultants, and advisors who are obligated to maintain theconfidential nature of such Confidential Information and who need to know suchConfidential Information for the performance of the subject research. BRMfurther agrees that it shall (i) implement reasonable procedures to prohibitthe disclosure, unauthorized duplication, misuse or removal of the ConfidentialInformation; (ii) use all Confidential Information solely for the performanceof the subject research; and (iii) allow its directors, officers, employees,consultants, and advisors to reproduce the Confidential Information only to theextent necessary for the performance of such Research, with all such reproductionsbeing considered Confidential Information. Without limiting the foregoing, BRMshall protect the Confidential Information using at least the same proceduresand degree of care that it uses to prevent the disclosure of its ownconfidential information of like importance, but in no event less thanreasonable care.

 

Uponthe expiration or termination of this Agreement, or at the request of AdvancedCell Technology at any time, BRM shall return to Advanced Cell Technology alloriginals, copies, and summaries of documents, materials, and other tangiblemanifestations of Confidential Information in the possession or control of BRM,except that BRM may retain one copy of the Confidential Information for itsbusiness records.

 

BRMacknowledges and agrees that any breach of the confidentiality obligationsimposed herein may constitute immediate and irreparable harm to Advanced CellTechnology and/or its successors and assigns, which cannot adequately and fullybe compensated by money damages and may warrant, in addition to all otherrights and remedies afforded by law, injunctive relief, specific performanceand/or other equitable relief. Advanced Cell Technology’s rights and remedieshereunder are cumulative and not exclusive. Advanced Cell Technology may also beentitled to receive from BRM the costs of enforcing this paragraph, includingreasonable attorneys’ fees.

 

BRMwill not be responsible for any Confidential Information which: (a) at the timeof disclosure by Advanced Cell Technology was already known to BRM; (b) at thetime of disclosure is generally available to the public or hereinafter becomesgenerally available or known to the public through no act or fault on the partof BRM; (c) was received by BRM from a third party not having obligations of confidentialityto Advanced Celt Technology as evidenced by BRM’s written records; or (d) BRMis required by law, regulation or other act of authority to disclose suchinformation. In the event that BRM is required by judicial or administrativeprocess to disclose Confidential Information, BRM shall (i) use its bestefforts, at the expense of Advanced Cell Technology, to secure confidentialtreatment of the Confidential Information to be disclosed, and (ii) promptlynotify Advanced Cell Technology so that Advanced Cell Technology may, ifpermitted by law, oppose such process.

 

BRMagrees that it shall not publish the results of any research or study performedunder this Agreement or any ISA without the prior written permission ofAdvanced Cell Technology.

 

**10.          Ownership of ResearchResults and Intellectual Property**

 

All information and datacollected, generated or prepared during any research or study carried out underthe terms of this Agreement or any ISA and any Change Orders thereto, and all

 

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pertinent discoveries,inventions, improvements, new uses, processes, substances or developmentsarising out of such research or study (such information, data, discoveries,inventions, improvements, new uses, processes, substances or developmentscollectively referred to herein as the “Research Results”) are and shall be thesole property of Advanced Cell Technology. BRM hereby agrees to assign, andhereby does assign, all such rights, title and interest in the Research Resultsto Advanced Cell Technology. BRM shall promptly disclose to Advanced CellTechnology, in writing and under terms of the confidentiality obligations setforth in Section 9 of this Agreement, the Research Results. BRM agrees to fullycooperate with Advanced Cell Technology, at the expense of Advanced CellTechnology, in the protection and enforcement of any intellectual propertyrights that may derive as a result of the Research Results. Such cooperationshall include executing, acknowledging, and delivering to Advanced CellTechnology all documents or papers that may be necessary to enable AdvancedCell Technology to publish or protect said Research Results and anyintellectual property associated therewith. Specialized proceduresrelated/developed for, or used to validate aspects of any BRM animal modelsystem(s), remain(s) the property of BRM Inc. BRM grants Advanced CellTechnology the right to use these technologies for their own internal researchpurposes.

 

**11.         Obligations**

 

BRMshall perform all work in a professional, diligent, safe and careful manner inaccordance with the law, the protocols, this Agreement, and any applicable ISA.BRM shall accurately report the resulting data in a manner as detailed inSection 6 of this Agreement. Advanced Cell Technology personnel working at BRMshall work in a diligent, safe and careful manner in accordance with the law.Further, Advanced Cell Technology personnel shall comply with the specificinstructions from BRM supervisory staff (to be identified for each individualstudy) regarding compliance with barrier protocols and other study specificstandard operating procedures, which barrier protocols and standard operatingprocedures shall be set forth in the applicable ISA or a schedule thereto.

 

**12.         Representationsand Warranties**

 

Eachparty warrants and represents to the other that it has the legal rights andpower to enter into this Agreement and the ISAs and Change Orders thereto, thatthe execution of, and performance of the efforts contemplated by, this Agreementand the ISAs and Change Orders thereto will not conflict with or result in anybreach of any of the terms, conditions, or provisions of, or constitute adefault under, any agreement to which it is a party or by which it is bound,and that any necessary or appropriate consents or approvals have been obtained.Each party further represents to the other that it is not aware of any legalobstacles, including patent rights of others, which could prevent either partyfrom carrying out the provisions of this Agreement. During the term of thisAgreement and any ISA, BRM and Advanced Cell Technology shall not knowinglyenter into any collaboration or other agreement arrangement, take any action,or fail to take any action that would cause those representations andwarranties to be breached.

 

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BRMmakes no representations or warranties, express or implied, concerning themerchantability, or fitness for a particular purpose, of the Research Results.

 

TheMaterials furnished to BRM by Advanced Cell Technology under his Agreement andany ISA are provided for experimental purposes and may have hazardousproperties. Advanced Cell Technology warrants that the Materials furnished toBRM by Advanced Cell Technology under this Agreement will, at the time ofdelivery of the Materials to BRM, comply with all NIOSH and OSHA regulationsthat apply to such Materials. EXCEPT FOR THE FOREGOING LIMITED WARRANTY,ADVANCED CELL TECHNOLOGY MAKES NO OTHER REPRESENTATIONS, AND EXTENDS NO OTHERWARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, OR OF NONINFRINGEMENT WITHRESPECT TO ANY SUCH MATERIALS.

 

Advanced Cell Technology andBRM each represents to the other that it is duly incorporated or organized andvalidly existing as a corporation, in good standing under the laws of itsjurisdiction.

 

**13.          Indemnificationand Limitation of Liability**

 

AdvancedCell Technology agrees, upon receipt of prompt notice and opportunity todefend, to indemnify and hold BRM harmless, and hereby forever releases anddischarges BRM from and against any and all third party claims, demands,liabilities, damages, and expenses (including attorney’s fees) arising out ofor relating to (i) a breach by Advanced Cell Technology of any of itsobligations, representations or warranties hereunder, (ii) Advanced CellTechnology’s development and subsequent sale of the technology developed underthis Agreement, (iii) the use, storage, or disposal of the Materials byAdvanced Cell Technology, except to the extent caused by the recklessness orwillful misconduct of BRM, or (iv) the infringement of third party intellectualproperty rights caused by BRM’s use of the Materials in accordance with theterms of this Agreement.

 

BRM agrees, upon receipt of prompt notice andopportunity to defend, to indemnify and hold Advanced Cell Technology harmless,and hereby forever releases and discharges Advanced Cell Technology from andagainst any and all third party claims, demands, liabilities, damages, andexpenses (including attorney’s fees) arising out of or relating to (i) a breachby BRM of any of its obligations, representations or warranties hereunder, (ii)the negligence of BRM in connection with the research or other work performedby BRM during the term of this Agreement and any ISA, or (iii) the use,storage, or disposal of the Materials by BRM, except to the extent caused bythe recklessness or willful misconduct of Advanced Cell Technology.

 

Each party shall give the other party promptnotice of any claim for which indemnification under this Section 13 is or maybe applicable and will cooperate with the indemnifying party in the defense orsettlement of such claim at the indemnifying party’s expense. The indemnifyingparty shall be required to provide and be entitled to control the defense ofany claim covered hereunder (including the right to settle it at the solediscretion of the indemnifying party) with counsel reasonably satisfactory tothe other party which may, at its own expense, participate in the defense ofany claim after the indemnifying party assumes control of the defense thereof.The indemnification obligations in this Section 13 shall not apply to amountspaid in settlement 

 

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of such claim if such settlement is effectedwithout the consent of the indemnifying party, which consent shall not beunreasonably withheld or delayed. The failure of the indemnified party todeliver notice to the indemnifying party promptly after the commencement of anysuch action, if prejudicial to the indemnifying party’s ability to defend suchaction, shall relieve the indemnifying party of any liability to theindemnified party under this Section 13, but the failure to promptly delivernotice to the indemnifying party will not relieve it of any liability that itmay have to the indemnified party other than under this Section 13.

 

EXCEPTFOR ANY LIABILITY UNDER SECTIONS 9 (CONFIDENTIALITY) AND 13 (INDEMNIFICATION),IN NO EVENT SHALL EITHER PARTY (OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS,EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY SPECIAL, INDIRECT, RELIANCE,INCIDENTAL, EXEMPLARY, PUNITIVE, COVER, OR CONSEQUENTIAL DAMAGES, INCLUDINGLOSS OF PROFITS AND GOODWILL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

 

**14.          Term and Termination**

 

Theterm of this Master Study Agreement shall commence with the date of the lastparty’s signature and will continue thereafter for a period of three (3) yearsunless otherwise agreed to by the parties in writing. Either party mayterminate this Agreement by providing at least 90 days written notice to theother party, provided however that the terms of this Agreement shall continueto apply to any research or study initiated pursuant to an ISA executed priorto the termination date of this Agreement.

 

AdvancedCell Technology has the right to curtail or terminate a study at any time bygiving a 30 day written notice to BRM. The written notice shall set forth thetermination procedures as they apply to the disposition of the animals, studysamples and data collection. Advanced Cell Technology will be responsible forcharges incurred during this phased shutdown of the study or protocol.

 

Theobligations and provisions in paragraphs 7-13 shall survive the termination orexpiration of this Agreement. Termination of this Agreement shall not relieveeither party from any obligation to the other in respect of appropriatereporting of any data obtained prior to termination and reasonable compensationfor services performed prior to termination.

 

**15.          Compensation**

 

Costsand payment schedules for research or other services performed under thisAgreement and any ISAs shall be mutually agreed upon by the parties and setforth in the applicable ISA. Advanced Cell Technology agrees to pay additionalcosts including collection fees and interest if payment receipt is withheld;provided, however, that Advanced Cell Technology shall not be obligated to paysuch additional costs for any unpaid amounts contested by Advanced Cell Technology.Billings shall be made against the applicable ISA and not this Agreement.

 

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**16.          Compliance with theLaw**

 

Inthe performance of this Agreement Advanced Cell Technology and BRM agree thateach will comply fully with all applicable federal, state, and local law,ordinances, rules and regulations.

 

**17.          IndependentContractor**

 

Nothingcontained in this Agreement shall be construed to constitute BRM as a partner,employee or agent of Advanced Cell Technology. BRM shall have no authority tobind or act on behalf of Advanced Cell Technology. Nothing contained in thisAgreement shall be construed to constitute Advanced Cell Technology as apartner, employee or agent of BRM. Advanced Cell Technology shall have noauthority to bind or act on behalf of BRM.

 

**18.          ForceMajeure**

 

Aparty shall be excused from performing its obligations under this Agreementonly to the extent that its performance is delayed or prevented by acts of God,fire, explosion, war, riots, strikes, law or other cause (except financial)that is unforeseeable and beyond a party’s control. A time of performance thatfalls under a period of excused performance shall be deferred for a periodequal to the period of excused performance.

 

**19.          Insurance**

 

Advanced Cell Technology andBRM shall each secure and maintain in full force and effect throughout theperformance of any research or study carried out under this Agreement or anyISA insurance that is reasonably adequate to fulfill any potential liability toeach other hereunder. Each party shall provide the other, upon request, withwritten evidence of such insurance.

 

**20.          Assignment**

 

ThisAgreement shall not be assigned by either party without the written consent ofthe other party, except that either party may assign this Agreement and any ISAto an affiliate, or to a successor in connection with the merger,consolidation, or sale of all or substantially all of its assets or thatportion of its business to which this Agreement relates.

 

**21.          Amendmentand Waiver**

 

This Agreement may beamended or modified only by written agreement signed by Advanced CellTechnology and BRM. No waiver of any term, provision or condition of thisAgreement, whether by conduct or otherwise in any one or more instances, shallbe deemed to be or construed as a further or continuing waiver of any suchterm, provision or condition or of any other term, provision or condition ofthis Agreement.

 

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**22.          Notice**

 

All notices to be given asrequired in this Agreement shall be in writing and shall be deliveredpersonally, sent by facsimile and followed by a telephone conversation with orvoice mail message for the party indicated below or sent by overnight carrieror in the United States mail certified, return receipt requested to the partiesat the address set forth below:

 
| Dennis L. Guberski   | Michael D. West, Ph.D.                               |
|----------------------|------------------------------------------------------|
| President, BRM, Inc. | President & CEO,  Advanced Cell Technology, Inc. |
| 10 New Bond Street   | One Innovation Drive                                 |
| Worcester, MA 01606  | Worcester, MA 01605                                  |

 

**23.          Choice of Law**

 

This Agreement and therights and obligations of the parties hereunder shall be construed and enforcedin accordance with the laws of the Commonwealth of Massachusetts without givingeffect to its choice of law principles.

 

**24.          Severability**

 

If any one or more of theprovisions of this Agreement shall be held to be invalid, illegal, orunenforceable, the validity, legality, or enforceability of the remainingprovisions of this Agreement shall not in any way be affected or impairedthereby.

 

IN WITNESS WHEREOF, theparties have caused this Agreement to be executed in duplicate by their dulyauthorized representatives, effective as of the date first written above.

 
| BIOMEDICAL RESEARCH  MODELS, INC. |                                    |
|-----------------------------------|-----------------------------------------|
|                              |                                    |
|                              |                                    |
| By:                               |                                    | /s/ Dennis L. Guberski |   |   |
|                              | Dennis L. Guberski                      |   |   |
|                              | President                               |   |   |
|                              |                                    |   |   |
| Date:                             | 12/4/2000                               |   |   |
|                              |                                    |
|                              |                                    |
| ADVANCED CELL TECHNOLOGY,  INC.   |                                    |
|                              |                                    |
|                              |                                    |
| By:                               |                                    | /s/ Michael D. West |   |   |
|                              | Michael D. West, Ph.D.                  |   |   |
|                              | President & Chief Executive Officer |   |   |
|                              |                                    |
| Date:                             | 12-7-00                                 |   |   |
|                                   |                                         |  |  |  |  |

 

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