**Exhibit 10.3**

 

**MATERIALSAND RESEARCH DATA LICENSE AGREEMENT**

 

Whereas, **Wake Forest University** (“WFU”), through its Wake Forest UniversitySchool of Medicine, with offices at Medical Center Boulevard, Winston Salem, NC 27157, and **AdvancedCell Technology,****Inc.** (“ACT”), with offices at One InnovationDrive, Worcester, Massachusetts 01520, have entered into an Agreement Relatingto the Transfer of Biological Materials (“ARTBM”) signed by the parties onJanuary 28, 2000 and February 3, 2000, respectively.

 

Whereas, ACT wishes to commercialize certainof the data and materials described in the ARTBM

 

Whereas, WFU wishes to license to ACT certainexclusive rights to certain data and materials described in the ARTBM.

 

Now, therefore, WFU and ACT hereby agree tothe following terms and conditions:

 

1.             For the purposes of this Agreement, termsused in the ARTBM which are used in this Agreement and not defined herein willhave the same definition in this Agreement as in the ARTBM.

 

2.             Upon the terms and conditions of thisAgreement, WFU grants to ACT and ACT accepts from WFU a worldwide, exclusive,royalty-free, perpetual, irrevocable (so long as ACT does not breach the termsof this Agreement), fully paid up right and license to (i) use certain datadeveloped or to be developed by ACT subject to the ARTBM as generally describedin Appendix A attached hereto (“Data”), in support of a patent applicationfiled by**ACT, and commercializing, selling or licensing anytechnology relating to or derived from such Data by, or on behalf of, ACTand/or such patent and any related patent applications or continuations,continuations-in-part, divisions, renewals, reissues, reexaminations orextensions thereof, as well as any counterpart foreign applications, and anypatent issuing from any of the foregoing created or reduced to practice by, oron behalf of, ACT (collectively, “Patents”) and commercializing, selling orlicensing any technology relating to or derived from such Data and/or suchPatents; and (ii) use stem cells and stem cell cultures created by, or onbehalf of, ACT (“Stem Cells”) from Material provided by WFU under the ARTBM forACT’s research purposes only, whether such research is internal to ACT or incollaboration with other non-profit or academic institutions.

 

3.             The right and license granted to use the StemCells in paragraph 2(ii) above does not include the right to use, sell, lease, license or transfer the Stem Cells for any other purpose,including for commercial sale or use. If ACT wishes to use, sell, lease, licenseor transfer such cells for any other purpose, including commercial sale to, oruse by, a third party, ACT will negotiate with WFU to acquire a royalty-bearinglicense for such right and license prior to any such sale or use.

 

4.             The right and license granted in paragraph 2above is subject to the rights and obligations of the United States Governmentunder federal funding requirements, if applicable.

 

5.             ACT agrees to use commercially-reasonableefforts to commercialize Data and Stem Cells.  WFU agrees and acknowledges that the preceding sentence shall beconstrued liberally in favor of ACT and that, without limitation of theforegoing, the filing and prosecution by ACT of a patent application disclosingthe Data and the distribution of the

 

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Stem Cells to non-profit andacademic institutions for research purposes shall be deemed to fulfill ACT’sobligations under this paragraph 5.

 

6.             ACT will provide to WFU reasonable samples ofStem Cells for WFU’s research, educational,  and teaching purposes upon the request of WFU. WFU shall promptlydisclose to ACT the conception or reduction to practice of any commerciallyuseful discovery or invention that results directlyfrom research using the Stem Cells (the “Stem Cell Research Results”). WFUhereby grants to ACT a first option to obtain an exclusive, worldwide licenseto any intellectual property rights claimed by WFU in such Stem Cell ResearchResults (the “License Option”). ACT must exercise the License Option uponwritten notice to WFU within sixty (60) days after the written disclosure ofthe particular Stem Cell Research Result by WFU to ACT, or the License Optionshall thereupon expire. In the event ACT exercises the License Option, ACT andWFU shall attempt to negotiate in good faith an exclusive worldwide 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 ACT exercised the LicenseOption (the “Negotiation Period”), then WFU will be free to offer such rightsto third parties; provided, however, that for a period of six (6) months afterthe Negotiation Period, WFU may only offer such rights to third parties onfinancial terms and pricing which are no more favorable than those offered toor by ACT, unless the more favorable financial terms and pricing have firstbeen offered in writing to ACT and either (i) ACT has declined in writing toaccept to accept such terms and pricing or (ii) ACT has not responded after aperiod of thirty (30) days from the date of such offer.

 

7.             In consideration for the right and licensegranted in Section 2 above, ACT agrees that its parent corporation, A.C.T.Group, Inc., a Delaware corporation (“Group”), will issue to WFU sixty thousand(60,000) shares of Group common stock. The Group stock issued to WFU is notrefundable or creditable against future royalties, if any.

 

8.             THE MATERIAL AND DATA ARE EXPERIMENTAL INNATURE AND ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES ORREPRESENTATIONS OF ANY SORT, EXPRESS OR IMPLIED, AS TO, BUT NOT LIMITED TO,THEIR FITNESS FOR THE PURPOSE SPECIFIED ABOVE. WFU MAKES NO REPRESENTATION ORWARRANTY THAT THE USE OF THE MATERIAL OR THE DATA WILL NOT INFRINGE ANY PATENTOR OTHER PROPRIETARY RIGHT. IN NO EVENT IS WFU LIABLE FOR ANY USE BY ACT OF THEMATERIAL OR THE DATA OR ANY LOSS, CLAIM, DAMAGE OR LIABILITY, OF WHATSOEVERKIND OR NATURE, WHICH MAY ARISE FROM OR IN CONNECTION WITH THIS AGREEMENT ORTHE USE,  SHIPPING, HANDLING OR STORAGEOF THE MATERIAL OR THE DATA.

 

9.             ACT must indemnify, defend and hold harmlessWFU, its trustees, officers, and staff from and against any and all loss, cost,claims, actions, suits and liability arising out of ACT’s use, handling ordisposal of Materials, Data, Patents or Stem Cell Research Results or any rightor license granted hereunder; provided that any such liability is not caused bythe gross negligence or willful misconduct of WFU, its officers, trustees,employees, staff or agents.

 

10.           ACT may assign or otherwise transfer thisAgreement and the license granted hereby and the rights acquired by ithereunder; provided, however, that such assignee or transferee agrees inwriting to be bound by the terms and conditions of this Agreement.

 

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11.           Except as expressly provided for in thisAgreement, no right or license, either express or implied, to the Material,Data, Patents or Stem Cell Research Results or any patent or patent applicationcovering the foregoing is granted by the execution of this Agreement or thetransfer of any material(s) or data hereunder.

 

12.           This Agreement is governed, interpreted andcontrolled by the laws of North Carolina, excluding its conflict of lawsprovisions.

 

13.           Except as expressly provided for herein, allterms and conditions of the ARTBM remain in full force and effect.

 

14.           Paragraphs 1, 2, 6, 7, 8, 9, 10, 11 and 14survive termination or expiration of this Agreement.

 

15.           This Agreement constitutes the parties’ entireagreement with respect to the subject matter hereof, and supercedes any and allprior oral or written agreements, expressions or understanding with respectthereto. This Agreement may be amended only by a writing executed by bothparties.

 

 
| **Advanced  Cell Technology, Inc.** | **Wake  Forest University (through its  Wake Forest University School of  Medicine)** |
|-------------------------------------|---------------------------------------------------------------------------------------|
| ** **                          | ** **                                                                            |
| ** **                          | ** **                                                                            |
| Signed:                             | /s/ Michael  D. West                                                                  |   | Signed: | /s/ Spencer  Lemons |   |
| Authorized Representative           | Spencer Lemons, Director  Technology Asset Management                                 |
|                                |                                                                                  |
| Name: Michael  D. West              |                                                                                  |
|                                | Date:                                                                                 | 1/26/2001 |   |
| Title:  President              |                                                                                  |
|                                |                                                                                  |
| Date:                               | 1/24/01                                                                               |   |
|                                     |                                                                                       |  |  |  |  |  |  |  |  |

 

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