**Exhibit 10.50**

 

December31st, 2004

 

PERSONAL AND CONFIDENTIAL

 

Mr. William Caldwell

Chief Executive Officer

Advanced Cell Technology

One Innovation Drive

Worcester, MA 01605

 

Dear Mr. Caldwell:

 

This letter agreementconfirms the engagement of Price Consulting LLC (dba as “Green MountainFinance”) by Advanced Cell Technology (together with its subsidiaries,affiliates, the “Company”) to act as a financial and strategic consultant tothe Company in connection with (i) **Financings**defined as the raising of capital from outside investors, foundations, or stateand local governments in exchange for equity or debt securities to be issued bythe Company or specific research commitments by the Company in the case of agrant; (ii) **Mergers and Acquisitions** definedas the possible investment, acquisition or other effort by the Company toobtain a material ownership stake of a material portion of the assets orsecurities of one or more potential candidates; and (iii) **StrategicPartnerships and Collaborations** defined as the forming of agreementsand alliances with industry partners to further the scientific research andbusiness goals of the Company.

 

*Services**.  *Green Mountain Finance will assist the Company in the following: (i)strategic planning for financings, mergers and acquisitions, and strategicpartnerships and collaborations; (ii) executing the Company’s strategic plan ineach of the three forementioned categories, including contacting potentialcandidates on behalf of the Company for each category and facilitatingdiscussions between such candidates and the Company; (iii) providing financialadvice and assistance in structuring and closing any potential transaction witha candidate, which may involve, to the extent requested by you and appropriatefor any transaction, advice and assistance in connection with definingstrategic and financial objectives, reviewing due diligence information andadvising in negotiations of the terms and structure of any transaction; and(iv) furthering any and all of the Company’s scientific research and businessgoals.

 

*Term andOption for Employment**.  *This engagement will commence on the date ofthis letter agreement for a term of one year or terminate 15 days from the dateon which either party receives written notice from the other party oftermination of this engagement for any reason.  The Company reserves and Green MountainFinance grants an Option during the term of this agreement for the Company toconcurrently cancel this agreement and enter into an employment agreement withthe principal of Green Mountain Finance, Stephen

 

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Price, on similar terms andconditions with respect to services and compensation as described in thisletter agreement.  Notwithstanding theforegoing, the Company agrees that the provisions relating to the payment offees, reimbursement of expenses, indemnification and contribution,confidentiality and waiver of the right to trial by jury will survive any suchtermination.

 

*Compensation**.  *In connection with this engagement, the Company agrees to pay Green MountainFinance compensation including (a) a monthly retainer fee of $12,500.00 permonth, payable in cash upon execution of this letter agreement and at thebeginning of each subsequent month for the term of the agreement, and (b) stockcompensation whereby the Company will grant stock options to Green MountainFinance or Stephen Price (the principal of Green Mountain Finance) consistingof an initial fully-vested grant of stock options to purchase 40,000 shares ofcommon stock of the Company at an exercise price of $0.25 per share and anadditional grant of stock options to purchase 400,000 shares of common stock ofthe Company with an exercise price, vesting periods, and other terms similar tothose of employee stock options granted to ACT employees and described in aseparate stock option agreement.

 

The Company also agrees toperiodically reimburse Green Mountain Finance promptly when invoiced for all ofits reasonable out-of-pocket expenses in connection with the performance of itsservices hereunder.  Such expenses mayinclude re-imbursement for health insurance, office and administrative support,and travel related expenses.  Upontermination of this letter agreement or completion of a Transaction, theCompany agrees to pay promptly in cash any unreimbursed expenses that haveaccrued as of such date.

 

*Indemnification**.  *The Company agrees to indemnify and hold harmless Green MountainFinance and its officers and employees (each such person, including GreenMountain Finance, an “Indemnified Party”) to the extent fully permitted by lawfrom and against any losses, claims, damages, expenses, and liabilities, jointor several (collectively, the “Damages”), to which such Indemnified Party maybecome subject in connection with or otherwise relating to or arising from anytransaction contemplated by this letter agreement or the engagement of orperformance of services by an Indemnified Party hereunder, and will reimburseeach Indemnified Party for all fees and expenses (including the fees andexpenses of counsel) (collectively, “Expenses”) as incurred in connection withinvestigating, preparing, pursuing or defending any threatened or pendingclaim, action, proceeding or investigation (collectively, the “Proceedings”)arising therefrom, whether or not such Indemnified Party is a formal party tosuch Proceeding; provided, that the Company will not be liable to any suchIndemnified Party to the extent that any Damages are found in a finalnon-appealable judgment by a court of competent jurisdiction to have resulted solelyfrom the gross negligence or willful misconduct of the Indemnified Partyseeking indemnification hereunder.  Thisprovision will survive the modification or termination of this letteragreement.

 

*IndependentContractor**.  *The Company acknowledges that in performingits services, Green Mountain Finance is acting as an independent contractorwith duties owing solely to the Company.

 

*Confidentiality**.  *The Company further acknowledges that any service, information oradvice, provided by Green Mountain Finance to the Company in connection withthis engagement is for the confidential use of the Company and may not bedisclosed or referred to publicly or to any third party, without our priorwritten consent, which consent will not be unreasonably withheld.  Green Mountain Finance will treatconfidentially any material non-public information relating to the Companyprovided by the Company to Green Mountain Finance during this engagement,except as (a) required in order to perform our services under this engagement,including disclosing such information to its officers, employees, agents andother representatives as necessary, (b) such information becomes publiclyavailable other than by disclosure by Green Mountain Finance in violation ofthe terms hereof or (c) otherwise required by law or judicial or regulatoryprocess.

 

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*Miscellaneous**.  *This letter agreement will be governed by and construed in accordancewith the laws of the State of Vermont applicable to agreements made and to befully performed therein.

 

Each of the Company andGreen Mountain Finance hereby waives any right it may have to a trial by juryin respect of any claim brought by or on behalf of either party based upon,arising out of or in connection with this letter agreement, our engagementhereunder or the transactions contemplated hereby.

 

This letter agreement maynot be amended or modified except in writing signed by the Company and GreenMountain Finance and may be executed in two or more counterparts, each of whichwill be deemed to be an original, but all of which will constitute one and thesame agreement.  All rights, liabilitiesand obligations hereunder will be binding upon and inure to the benefit of theCompany, Green Mountain Finance, each Indemnified Party and their respectivesuccessors and assigns.

 

Please confirm our mutualunderstanding of this engagement by signing and returning to me the enclosedduplicate copy of this letter agreement.  I am pleased that you have engaged me to actas your financial and strategic consultant and am looking forward to workingwith you on this assignment.

 
|                                      | Very truly yours,                                      |
|-------------------------------------------|--------------------------------------------------------|
|                                      |                                                   |
| ** **                                | **Price Consulting LLC (dba Green Mountain  Finance)** |
|                                      |                                                   |
|                                      |                                                   |
|                                      | By:                                                    | /s/ Stephen Price |   |
|                                      |                                                   | Stephen Price |
| * *                                  |                                                   | *Managing Director* |
|                                      |                                                   |
|                                      |                                                   |
| Agreed to and accepted as                 |                                                   |
| of the above date.                        |                                                   |
|                                      |                                                   |
| **Advanced Cell**** ****Technology** | ** **                                             |
|                                      |                                                   |
|                                      |                                                   |
| By:                                       | /s/ William Caldwell                                   |   |   |
|                                      | William Caldwell                                       |   |
| * *                                  | *Chief Executive Officer*                              |   |
|                                           |                                                        |  |  |  |  |

 

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