**Exhibit 10.18.1**

 

**FIRST AMENDMENT TO OPTION TO LICENSEINTELLECTUAL**

**PROPERTY**

 

This **FirstAmendment to Option to License Intellectual Property**(the“Amendment”) is dated February 13, 2004 (the “Effective Date”) by and between:

 

**PACGEN CELLCO, LLC (“Cellco”)**

**A California Limited LiabilityCompany**

**As “Licensor”**

**And**

**ADVANCED CELL TECHNOLOGY, INC. (“ACT”)**

**A Delaware Corporation**

**As “Licensee”**

 

Licensee and Licensor aresometimes hereinafter referred to collectivelyas the “Parties”.

 

**WITNESSETH:**

 

WHEREAS, ACT andCellco entered into an Option To License Intellectual Property agreement dated December 31,2003 (the “Agreement”), and 

 

Whereas, ACT and Cellco wish to amend the Agreement

 

NOW, THEREFORE, inconsideration of the mutual covenants and other consideration described hereinand for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the Parties hereto covenant and agree to amendthe Agreement as follows:

 

1.               Cellco will pay$12,500 in additional option fees to ACT and ACT will use those funds toreimburse ACT in part forpayment of international filings for Australia,Canada, Europe and Mexico for the method patent applicationPCT/US02/26945.  In consideration for theabove additional option fee and the fee described in section 4 below, the Agreement is hereby amended to include the additions described in Sections 2-3below:

 

2.

a.               A30 day first right to negotiate for exclusive rights to “Nerve Diseases” as anadditional subparagraph 2(c) under the definition of “Field” in Article 8of the Agreement and a “most favored nation” right to acquire non-exclusiverights to such IP on the same basis as ACT may grant a nonexclusive license inthe field in “Nerve Diseases” to any third party.

b.              Therights to Chromatin Transfer under same terms and fields as described in theAgreement.

c.               Therights to Gene Trap technology as described in International ApplicationPCT/US02/26945.  In the case of the GeneTrap technology only, the field of use shall be:

 

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i.                  Exclusiverights for the field of diabetes (islets) and liver disease (hepatocytes).

ii.               Non-exclusiverights for other cell types.

 

I.                 Inreturn for the rights granted hereunder, Cellco will add a sublicense clause tothe Agreement to

a.               Inevent Cellco does a corporate partnership, ACT shall receive a percentage offees and payments at a rate normal to the industry.

b.              Termsmay exclude money for sponsored research or equity investments.  However, to protect ACT, some other equitablecombination of terms for fees, sponsored research and equity payments will beworked out between ACT and Cellco.

iii.            Commercializationrights to sell reagents (including gene trap cell lines) and rights to set up aservice business based on the gene trap technology.

d.              Non-exclusiverights to use the ACT invention as disclosed in the invention disclosure “NovelCulture System for Ex-Vivo Development” (culture of cells in an unfertilized telolecithalor entelolecithal egg of the avian or egg-laying mammal species).

 

2.                                       Asadditional compensation to ACT for the rights granted hereby, Cellco agrees tolicense to ACT on a non-exclusive basis for therapeutic uses the rights to anyintellectual property it develops using or involving the IP covered by theAgreement for fields outside the fields of diabetes and liver disease.

 

3.                                       Theparties will make good faith efforts to negotiate pre-arranged terms for thelicense of additional ACT IP useful in the future to commercialize thetechnology and to include those terms in the definitive license agreementdescribed in the Agreement.  In thisregard, language would be provided that in the event any of its technology nowperfected or pending as of the date of this agreement would, if perfected, leadto improved efficiencies in deriving embryonic cells as compared to thetechnologies licensed under the Agreement, as amended hereby, or would causeCellco to necessarily infringe issued patents controlled by ACT when Cellcoproduces product within the Field described in Article 8 of the Agreement, ACT shallwaive any claim of infringement to the extent necessary to permit Cellco tocontinue the use of the IP it is licensing under the Agreement.

 

4.                                       Cellcowill pay an additional $10,000 in option fees for filing in Japan and Israel,which filings shall be made by ACT, with the understanding that the $10,000will be deducted from the minimum royalties owed to ACT by Cellco underparagraph 13 of the Agreement.

a.               Cellcowill receive in exchange for this payment a royalty free license to the genetrap technology in the country of Japan and Israel.

 

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b.              Cellcoshall pay ACT the $12,500 and $10,000 payments described above within 30 daysof the effective date of this Amendment.

5.                                       Cellcoand ACT shall each pay when due one half 1/2 of theAnnuity Fees applicable to the Country licenses described herein.  ACT shall notify Cellco 30 days prior to the required payment date of such fees.

 
| ADVANCED CELL  TECHNOLOGY, INC. | PACGEN CELLCO, LLC |
|---------------------------------|--------------------|
|                            |               |
|                            |               |
| /s/ Michael West                |               | By: | /s/ Kenneth C. Aldrich |   |
| MICHAEL WEST                    |               | Kenneth C. Aldrich |
| President                       |               | Managing Member |
|                                 |                    |  |  |  |

 

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