**Exhibit 10.65**

 

**UNIVERSITY OF MASSACHUSETTS**

**ADVANCED CELL TECHNOLOGY**

**MATERIALS TRANSFER AGREEMENT**

 

This Agreementis among the University of Massachusetts (“UMass”), Advanced Cell Technology,Inc. (“ACT”), University of Colorado (the “Institution”), and Curtis R. Freed,M.D. (“Researcher”).  The Institution andthe Researcher are collectively referred to in this Agreement as the “Recipients.”

 

UMass believesthat tangible research materials should be made freely available among academicinstitutions for noncommercial research. However, UMass has granted an exclusive license to ACT to use thetangible research materials exchanged under this Agreement for commercialpurposes.  Although UMass has the rightto transfer these materials for noncommercial research without ACT approval,UMass recognizes that ACT has a legitimate interest in preserving commercialrights in discoveries that may arise through academic use of thematerials.  UMass has therefore alteredits standard form Academic Materials Transfer Agreement to accommodate thelegitimate commercial interests of ACT while maintaining the free exchange oftangible research materials for noncommercial, academic research.

 

The partieshereby agree as follows:

 

1. Requested Materials.  The term “Materials” shall mean the followingtangible materials that are requested by Researchers and furnished by UMassunder the terms of this Agreement:

 

Bovine fetuses (30-60 days ofgestation).  These fetuses will bederived from fertilized embryos, nuclear transfer embryos and/or nucleartransfer transgenic embryos.  In somecases, fetal tissue from the above embryos

 

 

“Materials” shall also includeany other materials routinely produced through use of such tangible materials,including, for example, any progeny derived from a cell line, monoclonal antibodiesproduced by hybridoma cells, DNA or RNA replicated from isolated DNA or RNA, recombinantproteins produced by a recombinant cell line, recombinant proteins producedthrough use of isolated DNA or RNA, and substances routinely purified from anysource material included in the materials (such as recombinant proteins isolatedfrom a cell extract or supernatant by non-proprietary affinity purificationmethods).

 

2. Limited Use of Materials.The Recipients agree to use the Materials only for the following experimentalresearch under the direct supervision of Researcher, and not for any otherpurpose:

 

Determine tyrosine hydroxylase activity in neural cells (bovine).

Determine grafting of neural cells (bovine) in Rat models.

 

The Recipients shall use the Materials only in compliance with allapplicable federal, state, and local laws and regulations.  The Recipients shall not use the Materials inany in vivo experiments on human subjects without the prior writtenconsent of UMass.

 

3. Limited Disposition of Materials.  The Materials shall remain on the premises ofthe Institution.  The Recipients shallnot distribute any Materials to any third party other than employees orstudents of Institution who are working under the supervision of Researcher.Upon completion of the

 

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research or sooner at the request of UMass, the Recipients shall at theinstruction of UMass either destroy or return any unused Materials.

 

4. Ownership of Materials. The Recipients acknowledge and agreethat all title and intellectual property rights in the Materials are and shallbe owned by UMass. The Recipients agree to execute and deliver any documents ofassignment or conveyance to effectuate the ownership rights of UMass in the Materials.

 

5. Ownership of Intellectual Property. The Institution andResearcher shall promptly inform UMass if either intends to commercialize, tofile a patent application claiming, or to assert any intellectual propertyrights in any research results obtained using the Materials. UMass and theInstitution agree to negotiate in good faith their respective ownership of the researchresults and any intellectual property rights therein based on their relativecontributions to such rights and on any applicable laws relating to ownershipof such rights, including without limitation those relating to inventorship andauthorship.

 

6. License Option to ACT. Recipients shall notify ACT promptlyof any discoveries, inventions, data, modifications, new substances, and otherresults of any research using the Materials (“Research Results”). To the extentpermitted by law and any conflicting obligations to non-profit sponsors ofresearch, the Recipients hereby grant ACT a first option to obtain anexclusive, worldwide license under any intellectual property rights in anyResearch Results (the “License Option”). ACT may exercise the License Optionupon written notice to the Recipients within thirty (30) days from the dateupon which ACT receives notice of the relevant Research Results. In the eventthat ACT elects to exercise the License Option, the parties shall attempt tonegotiate in good faith a license agreement containing commercially reasonableterms and pricing. If the parties are unable to reach agreement within ninety(90) days after the date upon which ACT exercised the license option (the “NegotiationPeriod”), then the Recipients will be free to offer such rights to thirdparties; provided, however, that for a period of one (1) year after theNegotiation Period, the Recipients may only offer such rights to third partieson terms and pricing which in the aggregate are no more favorable than thoselast offered to ACT, unless the more favorable terms and pricing have firstbeen offered in writing to ACT and either (i) ACT has declined in writing toaccept such terms and pricing or (ii) ACT has not responded after a period ofthirty (30) days from the date of such offer. The Recipients shall not useMaterials in research that is subject to a licensing obligation to anothercommercial entity without the prior written consent of ACT.

 

7. Publication Rights. Researcher shall have the unrestrictedright to publish the results of any research using the Materials; however, inorder to prevent the inadvertent loss of patent rights, the Recipients shallprovide ACT with pre-prints or abstracts of any proposed presentation or paperdescribing any Research Results at least sixty (60) days prior to publication.

 

8. No Warranties. Any Materials delivered pursuant to thisAgreement are understood to be experimental in nature and may have hazardousproperties. **UMASS MAKES NO REPRESENTATIONS, AND EXTENDSNO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITH RESPECT TO THEMATERIALS, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE MATERIALS WILL NOTINFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY.**

 

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9. Indemnification. The Recipients assume all liability for damageswhich may arise from the use, storage, or disposal of the Materials.  To the extent permitted by applicable law,the Institution agrees to indemnify, defend, and hold harmless UMass and itsdirectors, officers, representatives, employees, and agents against all losses,expenses (including without limitation any legal expenses), claims, demands,suits, or other actions arising from the use, storage, or disposal of theMaterials by the Recipients, except to the extent caused by the recklessness orwillful misconduct of UMass.

 

The parties hereby execute this Agreement effective as of the date lastwritten below.

 
| INSTITUTION                                                        | RESEARCHER                                        |
|--------------------------------------------------------------------|---------------------------------------------------|
|                                                               |                                              |
|                                                               |                                              |
| By:                                                                | /s/                                               |   | /s/ Curt R. Freed |   |
| Name: University of Colorado, Health Sci. Ctr.                     | Name: Curt R. Freed, M.D.                         |
| Title: DIRECTOR                                                    | Date: January 6, 1997                             |
| Date: January 6, 1997                                              |                                              |
|                                                               |                                              |
|                                                               |                                              |
| UNIVERSITY OF MASSACHUSETTS                                        | ADVANCED CELL TECHNOLOGY, INC.                    |
|                                                               |                                              |
|                                                               |                                              |
| By:                                                                | /s/ E. Bradley Moynahan                           |   | By: | /s/ Steven L. Stice |   |
| Name: E. Bradley Moynahan                                          | Name: Steven L. Stice                             |
| Title: Dir. Commercial Ventures / Intellectual Property UM/Amherst | Title: Vice President, Research & Development |
| Date: January 2, 1997                                              | Date: January 2, 1997                             |
|                                                                    |                                                   |  |  |  |  |

 

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