**Exhibit 10.61**

 

AGREEMENT RELATING TO THE TRANSFER

OF BIOLOGICAL MATERIALS

 

**WAKE FOREST UNIVERSITY SCHOOL OF MEDICINE,** Medical Center Boulevard, Winston-Salem,North Carolina 27157 U.S.A. (hereinafter “WFU”) and **ADVANCEDCELL TECHNOLOGY,** One Innovation Drive, Worcester, Massachusetts01520 (hereinafter “COMPANY”), agree as follows:

 

1.                                       WFU will provide samples of primate skincells and ovary materials (hereinafter “Biological Materials”) produced by WFUunder the direction of Drs. Kent Vrana and Kathleen Grant, Department ofPhysiology and Pharmacology, to COMPANY for research purposes.  WFU will ship the Biological Materials toCOMPANY as directed by COMPANY at COMPANY’s expense.

 

2.                                       COMPANY acknowledges and agrees that WFUshall retain all rights, title and interest in and to such Biological Materialsand to research results derived from using such Biological Materials.  The Biological Materials will not be used inresearch that is subject to consulting or licensing obligations to anotherentity.

 

3.                                       COMPANY shall promptly disclose to WFU theconception or reduction to practice of any commercially useful discovery,invention, data, modification, substance or development that results from anyresearch using the Biological Materials (“Research Results”). WFU hereby grantsto COMPANY a first option to obtain an exclusive, worldwide, royalty-bearinglicense to any intellectual property rights claimed by WFU in such ResearchResults (the “License Option”). COMPANY may exercise the License Option uponwritten notice to WFU within ninety (90) days after the disclosure of theparticular Research Result to WFU. In the event COMPANY exercises the LicenseOption, COMPANY and WFU shall attempt to negotiate in good faith a licenseagreement containing commercially reasonable terms and pricing consistent withrelevant industry standards. If the parties are unable to reach agreementwithin ninety (90) days after the date upon which COMPANY exercised the LicenseOption (the “Negotiation Period”), then WFU will be free to offer such rightsto third parties; provided, however, that for a period of one (1) year afterthe Negotiation Period, WFU may only offer such rights to third parties onterms and pricing which in the aggregate arc no more favorable than those lastoffered to COMPANY, unless the more favorable terms and pricing have first beenoffered in writing to COMPANY and either (i) COMPANY has declined in writing toaccept such terms and pricing or (ii) COMPANY has not responded after a periodof thirty (30) days from the date of such offer. WFU will then be free to offera license to any third party at any terms with no further obligation toCOMPANY.

 

4.                                       COMPANY further agrees that such BiologicalMaterials will be used only for research within COMPANY’s laboratories and willnot be given or sold to any other person or entity without WFU’s prior writtenconsent.

 

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5.                                       COMPANY shall have the right to publish theresults of any research using the Biological Materials subject to the followingconditions: COMPANY agrees that it will provide WFU with a copy of any proposedpublication or presentation relating to the research conducted under thisagreement, thirty (30) days prior to submission for publication or presentationin order to ascertain whether public disclosure will adversely affect thepatent rights, or other proprietary rights of WFU. In the event of objection byWFU for sufficient cause, COMPANY further agrees to delay publication orpresentation for no longer than an additional ninety (90) days to protect suchinterests. WFU agrees to take prompt action reasonably necessary to allowpublic disclosure without jeopardizing patent rights or its proprietary rights.

 

COMPANYshall properly acknowledge WFU in all publications or presentations resulting fromthe performance of this research.  Allcopyrightable work first produced or composed by COMPANY in the performance ofthis agreement shall vest with COMPANY.

 

6.                                       TheBiological Materials are experimental in nature, are provided solely for theaforementioned studies and are provided by WFU and accepted by COMPANY with theunderstanding that no warranties, express or implied, are given concerning theBiological Materials and that WFU will be held harmless from any claims orliability which might result from the use of the Biological Materials.

 
| WAKE FOREST UNIVERSITY | ADVANCED CELL TECHNOLOGY |
|------------------------|--------------------------|
| SCHOOL OF  MEDICINE    |                     |
|                   |                     |
|                   |                     |
| /s/ Lawrence D. Smith  |                     | /s/ Jose Cibelli | ** ** |
| NAME:                  | Lawrence D. Smith        | NAME: | Jose Cibelli,  Ph.D., D.V.M. |
| TITLE:                 | Associate Dean, Research | TITLE: | Vice President, Research |
|                   |                     |   |
|                   |                     |
| JAN 28 2000            |                     | 02/03/00 |   |
| Date                   | Date                     |
|                        |                          |  |  |  |  |

 

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