**Exhibit 10.1**

***COMMERCIAL PRODUCTS ADDENDUM***

This Commercial Products Addendum (“Agreement”) ismade effective the 2nd day of May, 2007 (“Effective Date”), by and betweenWisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonprofitWisconsin corporation, andAdvanced Cell Technology, Inc. (hereinafter called “Licensee”), aDelaware corporation.

**WHEREAS,**   Licenseeand WiCell Research Institute, Inc. (“WiCell”), a subsidiary of WARF,entered into Industry Research License and Materials Transfer Agreement No. 02-W108,made effective March 1, 2002 (the “Research Agreement”), granting Licenseethe right under certain “Licensed Patents” to make, use and receive “LicensedMaterials” and “WiCell Materials” for “Internal Research Purposes”;

**WHEREAS,**   theResearch Agreement specifically precludes Licensee from making, having made,using, selling, offering for sale, importing or otherwise transferring any “Products”without first entering into a commercialization agreement with WARF or WiCell;

**WHEREAS,**   WARFhas also granted to Geron Corporation (“Geron”) an exclusive license under theLicensed Patents to make, have made, develop, have developed, use sell, offerfor sale, and import “Therapeutic Products” and “Diagnostic Products” that use neural cells, cardiomyocytes, orpancreatic islet cells, or their precursors, developed from and/orincorporating the Licensed Materials or derivatives of the Licensed Materials,which may prohibit WARF from granting Licensee any rights outside those grantedin this Agreement; and

**WHEREAS,**   Licenseenow desires to obtain a license under the Licensed Patents and LicensedMaterials to make, have made, use, sell, offer for sale, have sold,  import or otherwise transfer certain LicensedProducts for commercial purposes, and WARF is willing to grant such a licenseunder the terms and conditions set forth below.

**NOW,THEREFORE,****  **inconsideration of the mutual covenants and agreements set forth below, theparties covenant and agree as follows:

Section 1.*   Effect of the Research Agreement;Definitions.*

A.    WARF andLicensee acknowledge and agree that the terms and conditions of this Agreementsupplement and amend the terms and conditions of the Research Agreement as itrelates to the commercialization of Licensed Products. Except as providedherein, all terms and conditions of the Research Agreement shall remain ineffect and are hereby incorporated in this Agreement by reference. In the eventthat this Agreement and the Research Agreement are inconsistent, the terms andprovisions of this Agreement shall supersede the terms and provisions of theResearch Agreement, but only with respect to the sale or distribution ofLicensed Products as authorized under this Agreement. Capitalized terms usedbut not defined in this Agreement shall have the meanings ascribed to suchterms in the Research Agreement.

B.     “Date ofFirst Commercial Sale” shall mean the date when cumulative sales to the retailmarket of Licensed Products exceeds Five Hundred Thousand Dollars ($500,000).

C.     “DevelopmentReport” shall mean a written account of Licensee’s progress under thedevelopment plan having at least the information specified on Appendix B tothis Agreement.

D.    “LicensedProducts” shall mean Therapeutic Products, Diagnostic Products, and ResearchProducts except for Therapeutic Products and Diagnostic Products that useneural cells, cardiomyocytes, or pancreatic islet cells, or their precursors,developed from and/or incorporating Licensed Materials, WiCell Materials ortheir derivatives.

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E.     “NetSelling Price” shall mean, in the case of Licensed Products that are sold orleased, the invoice price to the end user of Licensed Products (regardless ofuncollectible accounts) less any shipping costs, allowances because of returnedLicensed Products, or sales taxes. The “Net Selling Price” for a LicensedProduct that is transferred to a third party for promotional purposes withoutcharge or at a discount shall be the average invoice price to the end user ofthat type of Licensed Product during the applicable calendar quarter. Non-monetaryconsideration may *not* be accepted by Licensee forany Licensed Product without the prior written consent of WARF, such consentnot to be unreasonably withheld if the parties agree on the value of suchconsideration.

F.     “DevelopmentPartner” shall mean a person or organization with which Licensee enters into aspecific written collaborative agreement for research and development,manufacturing, marketing, or other activities necessary for thecommercialization of Licensed Products.

G.    “ContractService Provider” shall mean a third party person or organization with whichLicensee enters into a written contract for the provision of specific services(e.g., testing, contract manufacturing, distribution, etc. to Licensee) insupport of Licensee’s sale or distribution of Licensed Products.

H.    “Collaborator”shall mean a person or organization with which Licensee enters into a writtenagreement for a specific project or projects to be directed by Licenseeinvolving research on and/or development of Licensed Products.

Section 2.*   Grant.*

A.*   License.*

WARF hereby grants Licensee a worldwide, nonexclusivelicense under the Licensed Patents to make, have made, use, sell, and have soldLicensed Products, with the right to grant sublicenses to the extent providedin Section 2B of this Agreement.

B.*   Sublicenses.*

(i)    WiCellhereby grants Licensee the right to transfer, as applicable, Licensed Materialsand Derivative Materials to Collaborators, Development Partners and ContractService Providers, and to receive and use Licensed Materials, DerivativeMaterials and/or Information from its Collaborators, Development Partners andContract Service Providers, in each case only to conduct research to developand commercialize Licensed Products on behalf of Licensee. Licensee may grantonly written sublicenses only to Collaborators, Development Partners andContract Service Providers as follows:

(a)    Such asublicense may be granted, in the case of a Collaborator, to enable theCollaborator to engage in a project of collaborative research with Licensee onLicensed Materials and Derivative Materials and/or the development of LicensedProducts. Such a sublicense may include a license to make or use the LicensedMaterials, Derivative Materials, or Licensed Products solely for the purpose ofthe project, but not to sell or transfer any of them to any party other than toLicensee.

(b)   Such asublicense may be granted, in the case of a Contract Service Provider, toenable the Contract Service Provider to perform specific services in support ofLicensee’s sale or distribution of Licensed Products (e.g. testing, contractmanufacturing, distribution), under a written contract with Licensee, atLicensee’s expense, and pursuant to protocols or specifications developed byLicensee. Such a sublicense may include a license to make or use the LicensedMaterials and Derivative Materials solely for the purpose of providing suchservices, or to sell Licensed Products as Licensee’s agent, but not to sell ortransfer any of them for any other purpose.

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(c)    Such asublicense may be granted, in the case of a Development Partner, to enable theDevelopment Partner to collaboratively research, develop, manufacture, market,or perform other activities necessary for the commercialization of LicensedProducts with Licensee, pursuant to a collaborative agreement. Such asublicense may include a license to make or use the Licensed Materials,Derivative Materials, or Licensed Products, and to make, have made, use, sell,offer for sale or import Licensed Products, on Licensee’s behalf.

(ii)   Unlessotherwise agreed to in writing by WiCell, any sublicense agreement entered intounder this Section 2B shall terminate upon the termination of thisAgreement, and each sublicense shall so state. Licensee shall require that itssublicensee(s) comply with all relevant requirements of this Agreement andthe Research Agreement (including without limitation restrictions on the rightto use and transfer Licensed Materials) and Licensee shall have the sameresponsibility for the activities of any sublicensee as if the activities weredirectly those of Licensee. Licensee shall provide to WARF, in confidence, asummary of any sublicense agreement with a Collaborator, Development Partner ora Contract Service Provider, under this Section 2B within thirty (30) daysafter execution of such sublicense agreement.

(iii)  In respectto sublicenses granted by Licensee to a Development Partner or Contract ServiceProvider under this Section 2B, Licensee shall pay to WARF an amount equalto what Licensee would have been required to pay to WARF had Licensee sold theamount of Licensed Products sold by such sublicensee. In addition, if Licenseereceives any fees, minimum royalties, or other payments in consideration forany rights granted under a sublicense to a Collaborator, Development Partner orContract Service Provider, and such payments are not based directly upon theamount or value of Licensed Products sold by the sublicensee, as permitted,then Licensee shall pay WARF twenty percent (20%) of such payments in themanner specified in Section 4E.

C.*   Restrictions and Limitations.*

Licensee acknowledges and agrees that the licensegranted hereunder does not provide any right or license to:  (i)  grant any sublicenses under thisAgreement to any third parties except as described in Section 2B of thisAgreement; (ii) make, have made, use, have sold, sell, offer for sale,import, have imported or otherwise transfer Therapeutic Products or DiagnosticProducts that use neural cells, cardiomyocytes, or pancreatic islet cells, ortheir precursors, developed from and/or incorporating the Licensed Materials,WiCell Materials or their derivatives; or (iii) use the inventions of theLicensed Patents, Licensed Materials or any Derivative Materials in themanufacture or distribution of any products other than the Licensed Products.

Section 3.*   Development.*

A.    Licenseeshall diligently develop, manufacture, market and sell Licensed Productsthroughout the term of this Agreement. Such activities shall include, withoutlimitation, those activities listed in the Development Plan attached hereto asAppendix C. Licensee agrees that said Development Plan is reasonable and thatit shall take all reasonable steps to meet the development program as set forththerein.

B.     Beginningin calendar year 2007 and until the Date of First Commercial Sale, Licenseeshall provide WARF with semiannual written Development Reports summarizingLicensee’s development activities since the last Development Report and anynecessary adjustments to the Development Plan. Licensee agrees to provide eachDevelopment Report to WARF on or before thirty (30) days from the end of eachsemi-annual period ending June 30 and December 31 for which a reportis due, and shall set forth in each Development Report sufficient detail toenable WARF to ascertain Licensee’s progress toward the requirements of theDevelopment Plan. WARF reserves the right to audit Licensee’s records relatingto the development activities required hereunder. Such record keeping and auditprocedures shall be subject to the procedures and restrictions set forth in Section 6for auditing the financial records of Licensee. 

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WARF agrees that anyinformation obtained or learned by WARF during an audit under this paragraphshall be treated by WARF and WiCell as confidential information of Licensee,and neither WARF nor WiCell will (i) use any such information for anypurpose other than to exercise its rights under this paragraph or (ii) discloseany such information to any third party without the express written consent ofLicensee except as necessary to exercise its rights under this paragraph.

C.     Licenseeacknowledges that any failure by Licensee to reasonably implement theDevelopment Plan, or to make timely submission to WARF of any DevelopmentReport, or the providing of any false information to WARF regarding Licensee’sdevelopment activities hereunder, shall be a material breach of the terms ofthis Agreement subject to the termination and cure provisions set forth in Section 7.Cof this Agreement.

Section 4.*   Consideration.*

A.*   License Fee.*

In consideration of therights granted under this Agreement, Licensee agrees to pay to WARF a licensefee of Six Hundred Thousand Dollars ($600,000) (the “Initial License Fee”) inaccordance with the payment schedule set forth herein this Section 4;provided, however, Licensee shall be entitled to a credit in the amount of TwoHundred Twenty Five Thousand Dollars ($225,000) representing the license feespaid to WARF by Licensee as required under the Research Agreement. Licenseeshall pay to WARF the Initial License Fee in twelve (12) installments of$31,250 each. The installments shall be due on a quarterly basis as follows:

| **Payment Due Date** | ** ** | ** ** | ** ** | **Quarter** | ** ** | **Amount** | ** ** |
|--------------------------------|------------|------------|------------|-------------|------------|------------|------------|
| 3/31/2008                      |       | Q1 2008    |       | $           | 31,250     |       |
| 6/30/2008                      |       | Q2 2008    |       | $           | 31,250     |       |
| 9/30/2008                      |       | Q3 2008    |       | $           | 31,250     |       |
| 12/31/2008                     |       | Q4 2008    |       | $           | 31,250     |       |
| 3/31/2009                      |       | Q1 2009    |       | $           | 31,250     |       |
| 6/30/2009                      |       | Q2 2009    |       | $           | 31,250     |       |
| 9/30/2009                      |       | Q3 2009    |       | $           | 31,250     |       |
| 12/31/2009                     |       | Q4 2009    |       | $           | 31,250     |       |
| 3/31/2010                      |       | Q1 2010    |       | $           | 31,250     |       |
| 6/30/2010                      |       | Q2 2010    |       | $           | 31,250     |       |
| 9/30/2010                      |       | Q3 2010    |       | $           | 31,250     |       |
| 12/31/2010                     |       | Q4 2010    |       | $           | 31,250     |       |
|                           |       | TOTAL =    |       | $           | 375,000    |       |

 

B.*   Royalty.*

Licensee also agrees to pay to WARF as “earnedroyalties” a royalty of (i) four percent (4.0%) of the Net Selling Priceof Therapeutic Products, and (ii) two percent (2.0%) of the Net SellingPrice of Diagnostic Products and Research Products, sold or transferred underthis Agreement. The royalty is deemed earned as of the earlier of the date theLicensed Product is actually sold, leased or otherwise transferred forconsideration, the date an invoice is sent by Licensee, or the date a LicensedProduct is transferred to a third party for any promotional reasons. Licenseeacknowledges and agrees that the royalty paid hereunder is provided asadditional consideration for the rights afforded under the Research Agreementwhich led to the discovery and/or development of the Licensed Products to becommercialized under this Agreement. Licensee is required to pay only oneroyalty with respect to a Licensed Product regardless of the number of patentsor patent applications included within the Licensed Patents whose claims coverthat Licensed Product.

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If Licensee is required tomake payments to an unaffiliated third party for a license or similar right tosuch third party’s patents, in the absence of which right or license Licenseecould not legally make, use or sell Licensed Products, then Licensee may reducethe royalties payable to WARF by one-quarter (0.25%) for every one percent (1%)royalty paid on the Net Selling Price of Licensed Products to such thirdparties; *provided, however*, that the adjustedroyalty rate to WiCell will be no less than fifty percent (50%) of theapplicable royalty rate payable for such Licensed Products under thisAgreement.

C.*   MinimumRoyalty.*

Licensee further agrees topay to WARF a minimum royalty of Fifty Thousand Dollars ($50,000) per calendaryear or part thereof during which this Agreement is in effect starting incalendar year 2008, against which any earned royalty paid for the same calendaryear will be credited. The minimum royalty for a given year shall be due at thetime payments are due for the calendar quarter ending on December 31. Itis understood that the minimum royalties will apply on a calendar year basis,and that sales of Licensed Products requiring the payment of earned royaltiesmade during a prior or subsequent calendar year shall have no effect on the annualminimum royalty due to WARF for any other given calendar year.

WARF and WiCellacknowledge and agree that the annual maintenance fee requirement imposed underSection 4.B of the Research Agreement is waived during the term of thisAgreement. Licensee shall have no obligation to pay the annual maintenance feerequired under Section 4.B of the Research Agreement so long as thisAgreement is in force and Licensee has met its minimum royalty obligationsunder this Agreement. In the event this Agreement is terminated, Licensee shallbe obligated to pay the annual maintenance fee required under Section 4.Bof the Research Agreement for each year the Research Agreement remains ineffect after the termination of this Agreement, but not for any years during whichthis Agreement and the Research Agreement were both in effect.

D.*   PatentFees and Costs.*

Licensee also agrees topay to WARF a one-time aggregate fee of Fifteen Thousand Dollars ($15,000) toreimburse WARF for the costs associated with preparing, filing and maintainingthe Licensed Patents. Licensee shall pay to WARF such patent fees on or beforethe first anniversary date of the Effective Date.

E.*   Accounting; Payments.*

(i)    Amounts owing to WARF under Section 4B of this Agreementshall be paid on a quarterly basis, with such amounts due and received by WARFon or before the thirtieth day following the end of the calendar quarter endingon March 31, June 30, September 30 or December 31 in whichsuch amounts were earned. The balance of any amounts which remain unpaid morethan thirty (30) days after they are due to WARF shall accrue interest untilpaid at the rate of the lesser of one percent (1%) per month or the maximumamount allowed under applicable law. However, in no event shall this interestprovision be construed as a grant of permission for any payment delays.

(ii)   Except as otherwise directed, all amountsowing to WARF under this Agreement shall be paid in U.S. dollars. All royaltiesowing with respect to Net Selling Prices stated in currencies other than U.S.dollars shall be converted at the rate shown in the Federal Reserve NoonValuation - Value of Foreign Currencies on the day preceding the payment.WARF is exempt from paying income taxes under U.S. law. Therefore, all paymentsdue under this Agreement shall be made without deduction for taxes,assessments, or other charges of any kind which may be imposed on WARF by anygovernment outside of the United States or any political subdivision of suchgovernment with respect to any amounts payable to WARF pursuant to thisAgreement. All such taxes, assessments, or other charges shall be assumed byLicensee.

(iii)  A full accounting showing how any amountsowing to WARF under Section 4B have been calculated shall be submitted toWARF on the date of each such payment. Such accounting 

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shall be on a per-countryand product line, model or tradename basis and shall be summarized on the formshown in Appendix A of this Agreement. In the event no payment is owed to WARF,a statement setting forth that fact shall be supplied to WARF.

Section 5.*   Certain Warranties.*

A.    WARF warrants that it has the right to grant the licenses grantedto Licensee in this Agreement. Nothing in this Agreement shall, however, beconstrued as: (i) a warranty or representation by WARF or Licensee as tothe validity or scope of any of the Licensed Patents; (ii) a warranty orrepresentation that anything made, used or transferred under the licensegranted in this Agreement will or will not infringe patents of third parties; (iii) anobligation to furnish any assistance, or know-how not provided in the LicensedPatents or any materials or services other than those specified in thisAgreement; or (iv) an obligation to file any patent application or secureor maintain any patent right.

B.     WARF MAKES NO REPRESENTATIONS, EXTEND NO WARRANTIES OF ANY KIND,EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITHRESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THENON-INFRINGEMENT OR USE OF ANY LICENSED PRODUCTS UNDER THIS AGREEMENT.

C.     TO THE MAXIMUM EXTENT PERMITTED BY LAW, INNO EVENT SHALL WARF, WICELL, OR THEIR RESPECTIVE  TRUSTEES, DIRECTORS, OFFICERS ANDEMPLOYEES  (INCLUDING WITHOUT LIMITATIONANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTALOR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TOPROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OFTHE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THEESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

Section 6.*   Recordkeeping.*

A.    Licensee and its sublicensee(s) shall keep books and recordssufficient to verify the accuracy and completeness of Licensee’s accountingreferred to above, including without limitation inventory, purchase and invoicerecords relating to any Licensed Products sold under this Agreement. Inaddition, Licensee shall keep books and records sufficient to verify theaccuracy and completeness of Licensee’s Development Reports. Such documentationmay include, but is not limited to, invoices for studies, laboratory notebooks,internal job cost records, and filings made to the Internal Revenue Departmentto obtain tax credit, if available, for research and development. All suchbooks and records shall be preserved for a period not less than six (6) yearsafter they are created during and after the term of this Agreement.

B.     Licensee and its sublicensee(s) shall take all stepsreasonably necessary so that WARF may, within thirty (30) days of its request,review Licensee’s and its sublicensee(s) books and records to allow WARFto verify the accuracy of Licensee’s Development Reports and the payments madeto WARF. Such review will be performed by an attorney or registered CPA andscientific expert designated by WARF, at WARF’s expense upon reasonable noticeand during regular business hours.

C.     If a royalty payment deficiency is determined, Licensee and itssublicensee(s), if applicable, shall pay the royalty deficiency outstandingwithin thirty (30) days of receiving written notice thereof, plus interest onoutstanding amounts as described in Section 4E(i). If a royalty paymentdeficiency for a calendar year exceeds the lesser of five percent (5%) of theroyalties paid for that year or $50,000, then Licensee shall be responsible forpaying WARF’s out-of-pocket expenses incurred with respect to suchreview.

Section 7.*   Term and Termination.*

A.    The term of this Agreement shall begin on the Effective Date andcontinue until the expiration of the last to expire Licensed Patents, unlessotherwise earlier terminated as provided herein.

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B.     Licensee may terminate this Agreement at any time by giving atleast ninety (90) days written and unambiguous notice of such termination toWARF.

C.     Subject to the terms of this Agreement, if Licensee at any timedefaults in the timely payment of any monies due to WARF, or the timelysubmission to WARF of any report required under this Agreement, or commits anymaterial breach of any other covenant herein contained, and Licensee fails toremedy any such breach or default within ninety (90) days after written noticethereof by WARF, or if Licensee commits any act of bankruptcy, becomesinsolvent, is unable to pay its debts as they become due, files a petitionunder any bankruptcy or insolvency act, or has any such petition filed againstit which is not dismissed within sixty (60) days, or offers any component ofthe Licensed Patents or Licensed Materials to its creditors, WARF may, at itsoption, terminate this Agreement by giving notice of termination to Licensee.

D.    Upon termination of this Agreement, Licensee and its sublicensee(s) shallhave ninety (90) days to cease all activities involving the manufacture, use,sale or distribution of Licensed Products for any purpose, and shall destroyall such Licensed Products in its possession. Licensee and its sublicensee(s) shallremain obligated to provide an accounting for and to pay royalties earned up tothe date of the expiration of said ninety (90) day period, and any minimumroyalties shall be prorated as of said date by the number of days elapsed inthe applicable calendar year.

E.     Waiver by either party of a single breach or default, or asuccession of breaches or defaults, shall not deprive such party of any rightto terminate this Agreement in the event of any subsequent breach or default.

Section 8.*   Product Liability; Conduct ofBusiness.*

A.    Licensee shall, at all times during the term of this Agreementand thereafter, indemnify, defend and hold WARF and the inventors of theLicensed Patents harmless against all claims and expenses, including legal expensesand reasonable attorneys fees, arising out of the death of or injury to anyperson or persons or out of any damage to property and against any other claim,proceeding, demand, expense and liability of any kind whatsoever resulting fromthe production, manufacture, sale, use, lease, consumption or advertisement ofLicensed Products arising from any right or obligation of Licensee and itssublicensee(s) hereunder. WARF at all times reserves the right to selectand retain counsel of its own to defend WARF’s interests.

B.     Licensee warrants that it now maintains and will continue tomaintain liability insurance coverage appropriate to the risk involved inmarketing the products subject to this Agreement and that such insurancecoverage is sufficient to cover WARF and the inventors of the Licensed Patentsas additional insureds. Within ninety (90) days after the execution of thisAgreement and thereafter annually between January 1 and January 31 ofeach year, Licensee will present evidence to WARF that that such coverage isbeing maintained. In addition, Licensee shall provide WARF with at least thirty(30) days prior written notice of any material change in or cancellation of theinsurance coverage.

Section 9.*   Miscellaneous.*

A.    Licensee may not assign or transfer this Agreement, nor any ofthe rights granted herein, without the prior written consent of WARF, suchconsent not to be unreasonably withheld. Notwithstanding the foregoing,Licensee may assign this Agreement, without the prior written consent of WARFor WiCell pursuant to a Change of Control Event. “Change of Control Event”shall mean (i) the sale or disposition of all or substantially all theassets of the Licensee or its direct or indirect parent corporation; (ii) thereorganization, merger, consolidation, or similar transaction involving theLicensee or its direct or indirect parent corporation which results in thevoting securities of such entity outstanding immediately prior to thattransaction ceasing to represent at least 50% of the combined voting power ofthe surviving entity immediately after such transaction; (iii) theacquisition in one or more transactions by any “person”, as that term is usedin Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,as amended (the “Exchange Act”), together with any of such person’s “affiliates”or “associates”, as such terms are used in the Exchange Act, of 40% or more ofthe outstanding shares of the voting capital stock of the Licensee or 

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its direct orindirect parent corporation (excluding any employee benefit plan or relatedtrust sponsored or maintained by that entity); or (iv) any event or seriesof events in which the individuals who are the directors of the Licensee or itsdirect or indirect parent corporation as of the effective date of thisAgreement (“Incumbent Directors”) cease for any reason to constitute at leastfifty percent (50%) of the board of directors of that entity; provided,however, that if any new director is approved by a vote of at least fiftypercent (50%) of the Incumbent Directors, such new director shall be consideredan Incumbent Director. Assignment pursuant to a Change of Control Event shallrequire payment of $300,000 to WARF, due upon such assignment.

B.     This Agreement shall be governed by and construed in all respectsin accordance with the laws of the State of Wisconsin, without reference to itsconflicts of laws principles. The parties hereto are independent contractorsand not joint venturers or partners. If the enforcement of any provisions ofthis Agreement are or shall come into conflict with the laws or regulations ofany jurisdiction or any governmental entity having jurisdiction over theparties or this Agreement, those provisions shall be deemed automaticallydeleted, if such deletion is allowed by relevant law, and the remaining termsand conditions of this Agreement shall remain in full force and effect. If sucha deletion is not so allowed or if such a deletion leaves terms thereby madeclearly illogical or inappropriate in effect, the parties agree to substitutenew terms as similar in effect to the present terms of this Agreement as may beallowed under the applicable laws and regulations.

C.     WARF and Licensee have each beenrepresented by counsel who participated in the preparation of this Agreement. Neitherparty shall be considered to be the drafter of this Agreement or any of itsprovisions for the purpose of any statute, case law or rule ofinterpretation or construction that would or might cause any provision to beconstrued against the drafter of this Agreement. The Section headingscontained in this Agreement are for reference purposes only and shall not inany way affect the meaning or interpretation of this Agreement.

D.    This Agreement and the Research Agreement constitute the fullunderstanding between the parties with reference to the subject matter hereof,and no statements or agreements by or between the parties, whether orally or inwriting, except as provided for elsewhere in this Section 9, made prior toor at the signing hereof, shall vary or modify the written terms of thisAgreement. Neither party shall claim any amendment, modification, or releasefrom any provisions of this Agreement by mutual agreement, acknowledgment, orotherwise, unless such mutual agreement is in writing, signed by the otherparty, and specifically states that it is an amendment to this Agreement.

Section 11.*   Authority.*

The persons signing on behalf of WARF and Licenseehereby warrant and represent that they have authority to execute this Agreementon behalf of the party for whom they have signed.

INWITNESS WHEREOF, the parties hereto have duly executed this Agreement on thedates indicated below.

| **WISCONSIN ALUMNI RESEARCH  FOUNDATION** |                                             |   |   |
|-------------------------------------------|--------------------------------------------------|--------|--------|
|                                      |                                             |   |   |   |
| By:                                       | /s/  CRAIG  J. CHRISTIANSON                      |   | Date:  | 5/17 | , | 07 |
|                                      | Craig J. Christianson, Director of Licensing     |   |   |   |
|                                      |                                             |   |   |   |
|                                      | **ADVANCED CELL TECHNOLOGY, INC.**               |   |   |   |
|                                      |                                             |   |   |   |
| By:                                       | /s/  WILLIAM  M. CALDWELL, IV                    |   | Date:  | 5/2 | , | 07 |
|                                      | William M. Caldwell, IV, Chief Executive Officer |   |   |   |
|                                           |                                                  |        |        |  |  |  |  |  |

 

**WICELL RESEARCH INSTITUTE, INC.**hereby consents and agrees to the provisionsof this Commercial Products Addendum applicable to the Research Agreement.

| By: | /s/  CARL E. GULLBRANDSEN |   | Date: | 6/4 | , | 07 |
|-----|---------------------------|--------|-------|-----|---|----|

 

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***APPENDIX A***

***WARFROYALTY REPORT***
| **Licensee:**            | ** **                                                         | ** ** | **Agreement No:** | ** **                                                         |
|--------------------------|--------------------------------------------------------------------|------------|-------------------|--------------------------------------------------------------------|
| **Inventor:**            | ** **                                                         | ** ** | **WARF Ref. #:**  | P                                                                  |
| **Period Covered:**From: | **/          /** | ** ** | Through:          | **/          /** |
| **Prepared By:**         | ** **                                                         | ** ** | **Date:**         | ** **                                                         |
| **Approved By:**         | ** **                                                         | ** ** | **Date:**         | ** **                                                         |
|                          |                                                                    |            |                   |                                                                    |  |  |  |  |

 

Iflicense covers several major product lines, please prepare a separate reportfor each line, and combine all product lines into a summary report.
| **Report Type:**     | **o   Single Product Line Report:**                                                                              | ** **       |
|----------------------|-----------------------------------------------------------------------------------------------------------------------|------------------|
| ** **           | **o   Multiproduct Summary Report: **Page 1  of          Pages |
| ** **           | **o   Product Line Detail.**                                                                                     | Line:            | ** ** | Tradename: | ** ** | Page: | ** ** |
| **Report Currency:** | **o U. S. Dollars**                                                                                              | **o Other** | ** ** |
|                      |                                                                                                                       |                  |  |  |  |  |  |  |  |  |  |

 
|              | ** ** | ** ** | **Gross** | ** ** | ** ** | *** Less:** | ** ** | ** ** | **Net**   | ** ** | ** ** | **Royalty** | ** ** | ** ** | **Period Royalty Amount** | ** ** |
|--------------|------------|------------|-----------|------------|------------|------------------|------------|------------|-----------|------------|------------|-------------|------------|------------|-------------------------------------|------------|
| **Country**  | ** ** | ** ** | **Sales** | ** ** | ** ** | **Allowances**   | ** ** | ** ** | **Sales** | ** ** | ** ** | **Rate**    | ** ** | ** ** | **This Year**                  | ** ** | ** ** | **Last Year** | ** ** |
| U.S.A.       |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
| Canada       |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
| Europe:      |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
| Japan        |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
| Other:       |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
|    |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |
| **TOTAL:**   |       |       |      |       |       |             |       |       |      |       |       |        |       |       |                                |       |   |   |   |

 
| Total Royalty: |   | Conversion Rate: |   | Royalty in U.S. Dollars: | $ |   |
|----------------|--------|------------------|--------|--------------------------|---|--------|

 

The following royalty forecast is non-binding and forWARF’s internal planning purposes only:
| Royalty Forecast Under This Agreement: Next  Quarter: |   | Q2: |   | Q3: |   | Q4: |   |
|-------------------------------------------------------|--------|-----|--------|-----|--------|-----|--------|

 

*                    Ona separate page, please indicate the reasons for returns or other adjustmentsif significant.

Also note any unusual occurrences that affected royalty amounts duringthis period.

To assist WARF’s forecasting, please comment on anysignificant expected trends in sales volume.

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***APPENDIX B***

***DEVELOPMENT REPORT***

A.              Datedevelopment plan initiated and time period covered by this report.

·       Thisreport covers activities related to WARF’s license through 1Q07.

·       ACThas initiated development of its RPE cells for conditions involving retinaldegeneration

·       ACTis evaluating research and development programs for ESC-derived hemangioblastsand dermal regeneration.

·       Updates will be provided toWARF on a timely basis per this agreement.

B.               Development Report(4-8 paragraphs).

Activities completedsince last report including the object and parameters of the development, wheninitiated, when completed and the results.

·       ACThas derived human embryonic stem cell line using single blastomere technology(Kliminskya *et al*., Nature. 2006 Nov 23;444(7118):481-50.Reprint attached.

·       ACThas identified conditions to derive RPE cell lines from single blastomeres.

·       ACT has conductedproof-of-concept studies of using these RPE cells to treat RCS rats (Lund *et al.*, Cloning Stem Cells. 2006 Fall;8(3):189-99 ). Reprintattached.

2.                Activitiescurrently under investigation, i.e., ongoing activities including object andparameters of such activities, when initiated, and projected date ofcompletion.

·       Process development andimprovement to manufacture RPE cells under GMP-compliant conditions is ongoingat our Worcester, MA facility.

C.               Future DevelopmentActivities (4-8 paragraphs).

Activities to beundertaken before next report including, but not limited to, the type andobject of any studies conducted and their projected starting and completiondates.

·       Wehave initiated a dialogue with the FDA in regard to our RPE program and expectto continue that dialogue throughout 2007.

·       Weare conducting certain pharmacology studies using our RPE cells in the RCS rat.To date, these studies suggest efficacy in the animal model. We expect tocomplete these studies by 3Q07.

·       Weexpect to begin safety and biodistribution studies using our RPE cells in nuderats. These studies will begin in 2Q07 and be completed by 4Q07.

·       Weexpect to commence toxicology and tumorigenicity studies using our RPE cells in2Q07. We expect to have preliminary results by 4Q07 and final results by 2Q08.

·       Wewill initiate studies in primates to assess optimal administration of RPE forpotential clinical uses. We expect to conduct these studies during 2007.

·       Wewill continue to work on the characterization and scaling of manufacturing ofour RPE cells throughout 2007.

·       Wehave been looking to file our IND for this program by year-end. We are continuingdialogues with the FDA and will continue to assess our IND timeline based onthese dialogues.

Estimated totaldevelopment time remaining before a product will be commercialized.

·       RPE:5-7 years

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·       Hemangioblast and dermalregeneration in research phase at present

D.              Changes to initialdevelopment plan (2-4 paragraphs).

1.                Reasons forchange.

2.                Variables that maycause additional changes.

E.               Items to beprovided if applicable:

1.                Informationrelating to Product that has become publicly available, e.g., publishedarticles, competing products, patents, etc.

2.                Developmentwork being performed by third parties other than Licensee to include name ofthird party, reasons for use of third party, planned future uses of thirdparties including reasons why and type of work.

·       Dr. RaymondLund at Oregon Health and Science University—Pharmacology Studies

·       Dr. MarcoZarbin at UMDNJ—Pharmacology Studies

·       MPI Research—GLP ToxicologyStudies

3.                Updateof competitive information trends in industry, government compliance (ifapplicable) and market plan.

**PLEASE SENDDEVELOPMENT REPORTS TO:**

WARF Research Institute, Inc.Attn.:  Contract Coordinator614 Walnut StreetP.O. Box 7365Madison, WI  53707-7365

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***APPENDIX C***

***DEVELOPMENT PLAN***

(To be provided by Licensee *prior*to execution)

·       Selectionof clinical indication(s) for RPE replacement program by 3Q07

·       FileIND for RPE program (2Q08)

·       PhaseI human clinical study for RPE indication in 4Q08

·       PhasesII and III for RPE program TBD

·       Ongoingevaluation of hemangioblast and dermal repair program for development

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