**Exhibit 10.3**

# EXCLUSIVESUBLICENSE AGREEMENT

ThisExclusive Sublicense Agreement (“Agreement”) is made and entered into as of March 29,2006 (the “Effective Date”), by and between TranXenoGen, Inc., a Delawarecorporation with offices located at 800 Boston Turnpike Rd, Shrewsbury,Massachusetts 01545 (“TXG”), and Advanced Cell Technology, Inc., aDelaware corporation with offices located at 1201 Harbor Bay Parkway, Suite 120,Alameda, California 94502 (“Licensee” or “ACT”) (TXG and Licensee sometimeshereinafter referred to as the “parties”, or individually as a “party”). As setforth below, Brandeis University (the “University”) agrees to be bound bycertain provisions of this Agreement.

WITNESSETH

WHEREAS,TXG owns, or has licensed with a sublicensable interest, the Patent Rights (asdefined below); and

WHEREAS,TXG is in a business synergistic with the business of ACT; and

WHEREAS,the Patent Rights are of strategic importance to the business of ACT; and

WHEREAS,TXG and ACT previously entered into an Option Agreement, dated May 3,2005, pursuant to which TXG granted to ACT an option to acquire an exclusivelicense to the Patent Rights; and

WHEREAS,ACT desires to obtain an exclusive sublicense from TXG under the Patent Rightsupon the terms and conditions hereinafter set forth below; and

WHEREAS,TXG is willing to grant such a sublicense to ACT upon the terms and conditionsset forth below;

NOW,THEREFORE, in consideration of the premises and the mutual covenants containedherein, the parties hereto agree as follows:

# ARTICLE1 - DEFINITIONS

Forthe purposes of this Agreement, the following words and phrases shall have thefollowing meanings:

1.1           “Affiliate” means anycorporation, partnership or other legal entity other than a party, in whatevercountry organized, controlling, controlled by or under common control with aparty, but only so long as such control continues to exist. For purposes ofthis Section 1.1, “control” (a) means possession, directly orindirectly, of the power to direct or cause the direction of the management andpolicies of an entity, whether through ownership of voting securities, bycontract or otherwise and (b) “control” shall be assumed if a party owns,directly or indirectly

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through one or more Affiliates, of fifty percent (50%)or more of the shares of stock entitled to vote for the election of directors,in the case of a corporation, or fifty percent (50%) or more of the equityinterests in the case of any other type of legal entity.

1.2           “Brandeis License” means theLicense Agreement between TXG and the University, effective as of November 24,1998, as it may be amended from time to time after the Effective Date.

1.3           “Brandeis Patent Rights” meansPatent Rights licensed by TXG from the University under the Brandeis License.

1.4           Collective Terms. For purposesof this Agreement, except as otherwise expressly provided herein or unless thecontext otherwise requires:  (a) theuse herein of the plural shall include the single and *vice versa*and the use of the masculine shall include the feminine; (b) unlessotherwise set forth herein, the use of the term “including” or “includes” means“including [includes] but [is] not limited to”; and (c) the words “herein,”“hereof,” “hereunder” and other words of similar import refer to this Agreementas a whole and not to any particular provision. Additional terms may be definedthroughout this Agreement.

1.5           “Combination Product” means aproduct that contains a Licensed Product component and at least one othercomponent that has independent therapeutic or diagnostic utility, couldreasonably be sold separately and has economic value on its own.

1.6           “Control” or “Controlled”means, with respect to any Patent Rights, TXG Technology or ConfidentialInformation of TXG, the possession by TXG of the ability to grant a license orsublicense of such Patent Rights or TXG Technology or disclose suchConfidential Information as provided for herein without the payment ofadditional consideration to, and without violating the terms of any agreementor arrangement with, any Third Party.

1.7           “Field of Use” means

(a)           non-human cells,embryos, organs, organisms;

(b)           any of (a) aboveas cloned, transgenic, or cloned transgenic forms;

(c)           any protein productsand other biological molecules produced by, or prepared from, (a) and (b) above;

(d)           any methods,technologies, or processes for the creation of (a) through (c) above;

(e)           therapeutic anddiagnostics (including products, devices, or processes) of (a) through (d) above;

(f)            cloned, transgenic,or cloned transgenic human cells, tissues and organs

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not derived by HumanCloning (as defined below).

The Field of Use shall under no circumstances include

(i)            the use of Human Reproductive Cells(“Human Reproductive Cells” are defined herein as human meiotic or post-meioticgerm cells, human gametes, human fertilized eggs, or human pre-implantationembryos) for any purpose;

(ii)           Human Cloning (wherein “Human Cloning”is defined as any action combining a human egg or any part thereof, with thenucleus or any nuclear material from any human cell);

(iii)          human embryos, cloned embryos, humantissue derived by Human Cloning; or

(iv)          transgenic human embryos, transgeniccloned human embryos, transgenic human cells, or transgenic human tissuesderived by Human Cloning.

1.8           “Improvement Patents” meansany inventions, invention disclosures, patents and patent applications (otherthan the Patent Rights) (a) Controlled by, TXG, and (b) (i) relatingto the specification or claims of the Patent Rights, or (ii) useful,necessary or required to develop or manufacture Licensed Products or to provideLicensed Services within the Field of Use (including, without limitation,improvements relating to the Patent Rights in Exhibit A), togetherin each case with all related continuation, continuation-in-part, divisional,reissue, revision, extension, substitution and reexamination patents and patentapplications, and all corresponding foreign patents and patent applications andother counterparts of the patents described herein.

1.9           “Licensed Product” means anyproduct:

(a)           themanufacture, use, selling or offering for sale of which would infringe one ormore Valid Claims of the Patent Rights, but for the licenses granted herein; or

(b)           whichis developed through the use of, or manufactured by using, a process or methodthat would infringe one or more Valid Claims of the Patent Rights, but for thelicenses granted herein.

Without limiting thegenerality of the foregoing, and by way of illustration but not limitation,Licensed Products may include any organism that is described by clause (a) or(b) above or that was made by a process that is described by clause (a) or(b) above, as well as any product (e.g., a protein, cell, tissue or organ)described by clause (a) or (b) above that is produced by or obtainedfrom such an organism.

1.10         “Licensed Service” means anyservice the performance of which would infringe one or more Valid Claims underthe Patent Rights, but for the licenses granted hereunder.

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1.11         “Licensee” means Advanced CellTechnology, Inc., a Delaware corporation with offices located at1201 Harbor Bay Parkway, Suite 120, Alameda, California 94502.

1.12         “Net Sales” means the invoicedamount earned on sales by Licensee or its Affiliates of Licensed Products andLicensed Services to any third person or entity (except for an Affiliate ofLicensee), less, to the extent applicable, the following:

(a)           discountsactually allowed and taken;

(b)           sales,tariff and import duties, use and other taxes or governmental charges directlyimposed with reference to particular sales;

(c)           packaging,transportation and insurance prepaid or allowed to the extent included in thegross invoiced sales price; and

(d)           amountsrepaid, allowed or credited on returns or rejection.

In the case ofCombination Products, Net Sales means the total invoice amount earned on salesby Licensee or its Affiliates of Combination Products to any third person orentity (except for an Affiliate of Licensee), less, to the extent applicable,the deductions set forth above, multiplied by a proration factor that isdetermined as follows:

(i)            If all components of the CombinationProduct were sold separately during the same or immediately preceding calendarquarter, the proration factor shall be determined by the formula [A/(A+B)],where A is the average invoice amount earned on the Licensed Product duringsuch period when sold separately in finished form, and B is the average invoiceamount earned on all other active components of the Combination Product duringsuch period when sold separately in finished form; or

(ii)           if all components of the CombinationProduct were not sold separately during the same or immediately precedingcalendar quarter, the proration factor shall be determined by the formula[C/(C+D)], where C is the average fully absorbed cost of the Licensed Productcomponent during the prior quarter and D is the average fully absorbed cost ofall other active components of the Combination Product during the priorquarter.

1.13         “Patent Rights” means (a) theinventions, invention disclosures, patent applications and patents listed in Exhibit A(“Inventions”); (b) any patents or patent applications claiming inventionsdisclosed in the Inventions; (c) any continuations,continuations-in-parts, or divisionals of, or other patent applications claimingpriority to, patent applications identified in the preceding subsections (a) or(b) and patents issuing therefrom; (d) any extension, renewal,reexamination, substitution, or reissue of a patent identified in subsections(a), (b), or (c); and (e) all foreign equivalents of subsections (a), (b),(c) and (d).

1.14         “Sublicense Income” means allconsideration that Licensee receives for granting a sublicense pursuant to Section 2.2of this Agreement to any third party that is not an Affiliate of

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Licensee, includingwithout limitation license fees, royalties, milestone payments, equity,up-front fees, success fees and license maintenance fees, but excludingpayments specifically committed to the development of Licensed Products orLicensed Services to be undertaken by Licensee based on full-time equivalent orother cost-accounting methodologies that are consistent with then currentindustry practices. For the avoidance of doubt, “Sublicense Income” excludespayments made in consideration for the issuance of equity or debt securities ofLicensee up to fair market value.

1.15         “Territory” means the world.

1.16         “TXG Technology” means know-how,technical information, research and development information, research data,test results, knowledge, inventions, discoveries, developments, methods,formulas, techniques, improvements, process information, designs, drawings,specifications, schematics and other documentation, data, databases, processes,methods of production and other information and materials, whether tangible orintangible, that (a) is Controlled by TXG during the term of thisAgreement, (b) relates to the Patent Rights, and (c) is necessary oruseful for Licensee to practice the license granted to it hereunder. For theavoidance of doubt, it is the parties’ intention that TXG Technology coversunpatented items of the type articulated above, and that in appropriatecircumstances, certain TXG Technology may in the future become included withinthe Patent Rights (as defined below).

1.17         “Valid Claim” means (a) aclaim of any issued and unexpired United States or foreign patent within thePatent Rights which has not lapsed or become abandoned or been declared invalidor unenforceable by a court of competent jurisdiction or an administrativeagency from which no appeal can be or has been taken within the time allowedfor such appeal and which has not been disclaimed or admitted to be invalid orunenforceable through reissue, disclaimer or otherwise, or (b) to theextent rights are granted by a governmental patent authority thereunder (i.e.,to the extent that the owner would be able to enforce a right to a patentroyalty thereunder under applicable patent law), a claim of a pending patentapplication within the Patent Rights.

## ARTICLE 2 - GRANT

2.1           (a)           SublicenseGrant. Subject to the terms and conditions of this Agreement, TXG herebygrants to Licensee and its Affiliates a royalty-bearing, exclusive (even as toTXG, except for the retained rights described in Section 2.1(b) below),transferable (solely in accordance with Section 11.1), sublicensable(solely in accordance with Section 2.2) license or sublicense, as the casemay be, under its rights in the Patent Rights and TXG Technology, to develop,make, have made, use, sell, have sold, offer to sell, import, export,reproduce, distribute, perform and display, and otherwise dispose of LicensedProducts, and to develop and perform Licensed Services, and to use and practicein products and services any process, art or method, included in the TXGTechnology, in the Territory in the Field of Use. This Agreement is subject tothe relevant terms of the Brandeis License applicable to sublicensees as suchterms have been incorporated herein, as the Brandeis License may be amendedfrom time to time, provided, that (i) as provided in Section 2.1(c) below,the Brandeis License may not be amended in a manner

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that materially andadversely affects the rights and benefits extended to Licensee hereunderwithout the prior written consent of Licensee, and (ii) in the event ofany inconsistency between the Brandeis License and Section 2.1(c) hereof,Section 2.1(c) hereof shall govern. TXG agrees to provide Licenseewith prior written notice of any amendments to the Brandeis License and provideLicensee with the opportunity to consent to such amendments, in whole or part,in which case this Agreement will be subject to such amendments to the extentconsented to by Licensee.

(b)           RetainedRights of TXG. Subject to the other terms of this Agreement, TXG herebyretains the right to use and practice the Patent Rights and TXG Technology todevelop, make, have made, use, sell, have sold, offer to sell, import, export,reproduce, distribute, perform and display, and otherwise dispose of products,and to develop and perform services, for the development of laboratory animalmodels, specifically limited to models based on rats, rabbits, and guinea pigs,for use in the study of human disease and testing of pharmaceuticals.

(c)           The Brandeis License. Licenseeacknowledges that the Brandeis Patent Rights licensed to Licensee hereunder areowned by the University and are licensed to TXG under the Brandeis License. TXG,the University and Licensee agree that, in the event the Brandeis License isterminated prior to its natural date of expiration for any reason (or thisAgreement is rejected by TXG in bankruptcy or terminated by Licensee pursuantto Section 7.2 or 7.7), (i) promptly following such termination (orrejection) of the Brandeis License, the University shall, if Licensee is asublicensee in good standing and there are no outstanding legal claims assertedby TXG against Licensee relative to the terms of this Agreement, directlylicense the Brandeis Patent Rights to Licensee in a mutually-agreeable licenseagreement with the terms of such license agreement no less favorable than theBrandeis License and Licensee will thereafter make any payments due to TXGdirectly to the University during the term of this Agreement; and (ii) Licenseeshall not be liable for any payments that may be due and payable to theUniversity by TXG. TXG AND THE UNIVERSITY ACKNOWLEDGE AND AGREE THAT LICENSEESHALL BE ENTITLED TO SPECIFIC PERFORMANCE OF THE UNIVERSITY’S OBLIGATIONS UNDERTHIS SECTION 2.1(c) to the extent not inconsistent withthen-prevailing laws and regulations to which the University may be subject. Forthe avoidance of doubt, TXG and the University agree that Section 9.4 ofthe Brandeis License shall not apply to Licensee on any expiration ortermination of the Brandeis License and shall not be construed as vitiating theprovisions of this Agreement (including Sections 2.1(a) and this Section 2.1(c)).However, nothing in this Section 2.1(c) shall be construed asprohibiting the subsequent negotiation between University and Licensee of anyof the terms contained in Section 9.4 of the Brandeis License. TXG and theUniversity agree that the provisions of this Section 2.1(b) shallgovern in the event that the Brandeis License is terminated. TXG and theUniversity agree that Licensee will not be bound by any amendment to theBrandeis License that adversely affects Licensee’s rights or obligations underthis Agreement in any material respect, unless Licensee agrees in writing tosuch amendment. For the avoidance of doubt, TXG and the University agree thatLicensee has no obligations to the University under the Brandeis License,including without limitation any obligation to make any payments to theUniversity thereunder.

(d)           Diligence. Licensee willexercise commercially reasonable efforts and diligence in developing and commercializingLicensed Products and Licensed Services in the Field of Use,

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such reasonable effortsand diligence to be in accordance with the efforts and resources Licensee woulduse for a product candidate owned by it or to which it has rights, which is ofsimilar market potential as the applicable Licensed Product or LicensedService, taking into account the competitiveness of the marketplace, theproprietary position of the Licensed Product or Licensed Service, the relativepotential safety and efficacy of the Licensed Product or Licensed Service andthe cost of goods and availability of capacity to manufacture and supply theLicensed Product or Licensed Service at commercial scale.

***2.2           Sublicenses to Patent Rights. Licenseeshall have the right to grant further sublicenses to or under the Patent Rights.Licensee shall provide TXG with a copy of all sublicense agreements of thePatent Rights prior to execution, which shall be***deemed Licensee’sConfidential Information subject to the provisions of Article 8 of thisAgreement.

2.3           Technology Transfer. Promptlyupon execution of this Agreement TXG shall provide Licensee with all existingTXG Technology (including without limitation Confidential Information andmaterials Controlled by TXG as may be reasonably necessary to allow Licensee tofully exploit the licenses granted hereunder, including any such ConfidentialInformation obtained from the University). From time to time thereafter duringthe term of the Agreement, TXG shall provide Licensee with any additional TXGTechnology and such technical assistance as Licensee reasonably shall request,provided that such requests do not unreasonably interfere with the regularbusiness operations of TXG.

2.4           Right of First Negotiation. Notwithstandinganything to the contrary in this Agreement, in the event that TXG Controls anyImprovement Patents during the term of this Agreement, Licensee shall have aright of first negotiation to obtain an exclusive or, at Licensee’s option,non-exclusive right and license to such Improvement Patents and all relatedintellectual property rights in the Field of Use to the maximum extent of TXG’srights to grant such a license. TXG shall promptly notify Licensee uponControlling any such rights and shall, prior to any discussion with any thirdparty, present to Licensee, a proposal of terms and conditions both to obtainan (x) exclusive or (y) nonexclusive right and license to suchImprovement Patents and all related intellectual property rights in the Fieldof Use. In the event that Licensee and TXG have not agreed upon the terms andconditions pursuant to which Licensee would receive such a right and licensewithin 120 days after Licensee’s receipt of TXG’s proposal, TXG shall be freeto discuss terms and conditions for granting of rights and license with respectto such specific Improvement Patent(s) with any third party withoutfurther obligation to Licensee; provided, however, that no right or licensewith respect to any such Improvement Patent will be granted to a third party inthe Field of Use within 12 months of the later of (i) termination ofnegotiations between Licensee and TXG, or (ii) the expiration of the abovementioned 120 days, under terms and conditions more favorable to the thirdparty than the terms and conditions last discussed with Licensee without firstoffering such more favorable terms and conditions to Licensee for Licensee’sconsideration and possible acceptance.

ARTICLE 3 - CONSIDERATION

3.1           Initial Payment. In partialconsideration of the rights and licenses granted to

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Licensee by TXG in thisAgreement, Licensee agrees to pay to TXG a license fee (the “LicenseFee”)equal to $400,000 on the Effective Date, payable through the payment of$150,000 in cash and the issuance of shares of common stock of Licensee withina fair market value on the Effective Date of $250,000, pursuant to the termsof, and subject to the conditions set forth in, the Subscription Agreement tobe executed by the parties substantially in the form attached hereto as Exhibit B.

The License Fee is notrefundable and is not creditable against other payments due to TXG under thisAgreement.

3.2           Royalties.

(a)           Inpartial consideration of the license rights and licenses granted by TXG toLicensee in this Agreement, Licensee agrees to pay to TXG the followingroyalties:

(1) three percent (3%) of the Net Sales of all Licensed Products and LicensedServices that are Cell-Based Applications;

(2) two percent (2%) of the Net Sales of all Licensed Products and LicensedServices that are Animal Applications; and

(3) two percent (2%) of the Net Sales of all Licensed Products not covered by (1) and(2) above.

For the avoidance ofdoubt, no multiple royalties shall be payable because any Licensed Product orLicensed Service is covered by more than one patent or patent applicationwithin the Patent Rights. For purposes of this Section 3.2, Cell-BasedApplications shall mean Licensed Products or Licensed Services that areprincipally based on cloned, transgenic, or cloned transgenic human cells,tissues and organs not derived by Human Cloning (as defined above), and AnimalApplications shall mean all other Licensed Products or Licensed Services (i.e.,Licensed Products or Licensed Services not principally based cloned,transgenic, or cloned transgenic human cells, tissues and organs not derived byHuman Cloning (as defined above).

(b)           Theobligation of Licensee to pay royalties on sales of Licensed Products orLicensed Services covered by a Valid Claim of the Patent Rights shall terminateon a country-by-country basis concurrently with the expiration or terminationof the last applicable Valid Claim within the Patent Rights in the country inthe Territory in which the Licensed Product or Licensed Service is sold.

3.3           License Maintenance Fee.

(a)           Subjectto the terms and conditions of this Agreement (including without limitationsubsections (b) and (c) of this Section 3.3), on January 1,2007, and on each January 1 thereafter during the term of this Agreement,Licensee shall pay TXG an annual maintenance fee of $25,000 (the “MaintenanceFee Period”).

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(b)           Themaintenance fee payments shall be considered an advance against royalties andSublicense Income payable to TXG hereunder and shall be fully creditableagainst any royalties and Sublicense Income payable to TXG hereunder in thesame twelve (12) month period in which such maintenance fee is paid.Accordingly, Licensee shall not be obligated to pay TXG any royalties orSublicense Income otherwise payable hereunder to the extent that the totalaccrued royalties and Sublicense Income otherwise payable in the same twelve(12) month period in which such maintenance fee is paid do not exceed themaintenance fee paid at the beginning of such twelve (12) month period. Waiverof any payment of the annual maintenance fee by TXG shall not be construed as awaiver of any subsequent payment of the annual maintenance fee.

(c)           Theobligation of Licensee to pay maintenance fees shall terminate concurrentlywith the expiration or termination of the last applicable Valid Claim withinthe Patent Rights in the Territory.

(d)           TXGacknowledges the receipt of $20,000 paid by Licensee as an option fee. TXGagrees that Licensee may credit $10,000 of the $20,000 option fee against theinitial payment made under Section 3.1 of this Agreement.

3.4           Third Party Royalties. In theevent that Licensee is required to make and actually does make royalty paymentsto one or more third parties for a license to an issued patent or patents (“ThirdParty Payments”) in order to develop, make, have made, use, import, export,sell, offer for sale or otherwise exploit Licensed Products or to performLicensed Services for a Cell-Based Application, in the absence of which suchLicensed Product or Licensed Service could not legally be used or sold orperformed in such country, then, Licensee may offset the royalties otherwisedue pursuant to Section 3.2(a) above for such Licensed Product orLicensed Service in the same royalty period by fifty percent (50%) of suchThird Party Payments. However, the royalty payments under Section 3.2 maynever be reduced by more than fifty percent (50%) in any royalty period.

3.5           Milestone Payment. Licenseeshall pay TXG a milestone payment of $100,000 within thirty (30) days after theissuance of claims in a U.S. Patent substantially similar to those set forth inthe Preliminary Amendment submitted on March 10, 2004 in U.S. PatentApplication No. 10/798,061.

3.6           Sublicense Income. Licenseeshall pay to TXG a total of ten percent (10%) of all Sublicense Income forCell-Based Applications, and fifty percent (50%) of all Sublicense Income forAnimal Applications. For Sublicense Income comprising equity, Licensee shallhave the option, upon not less than ten (10) days’ written notice to TXG,of (a) transferring (or otherwise arranging the issuance) to TXG up to tenpercent (10%) and/or fifty percent (50%) of the shares of capital stock (orother form of equity interest) received by Licensee as Sublicense Income forCell-Based Applications, or Animal Applications, as applicable, provided suchshares (or other equity interest) are valued at their applicable fair marketvalue as determined by the board of directors of the issuing entity in goodfaith at the time of issuance to Licensee (or if not so determined, asdetermined by the most recent per-share price at which such same class ofshares

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(or other equity) weresold to unaffiliated third parties by the issuing entity on comparable terms)or (b) paying TXG cash in an amount equal to the fair market value of suchshares (or other forms of equity interest), determined as provided insubsection (a) of this Section 3.6.

3.7           Payment Method. All paymentsdue under this Agreement shall be paid to TXG in Grafton, Massachusetts,U.S.A., and shall be made in United States currency without deduction fortaxes, assessments, exchanges, collection or other charges of any kind;provided, however, that any withholding tax required to be withheld by Licenseeon royalty or Sublicense Income payments under the laws of any country in theTerritory for the account of TXG will be promptly paid by Licensee for and onbehalf of TXG to the appropriate governmental authority, and Licensee willfurnish TXG with proof of payment of such tax. Any such tax actually paid onbehalf of TXG may be deducted from royalty payments or Sublicense Income dueTXG. Conversion of foreign currency to U.S. dollars shall be made at theconversion rate reported in The Wall Street Journal on the last working day ofthe calendar quarter to which the payment relates.

3.8           Late Fee. Licensee shall payTXG interest on any overdue amounts at the rate of one percent (1%) per monthand twelve percent (12%) per annum, from the date when such payment should havebeen made pursuant to Section 3.1, 3.2, 3.3 and/or 3.6, as applicable.

ARTICLE 4 - REPORTS AND RECORDS

4.1           TXG Audit Rights.Licensee shall keep full, true and accurate books of account containing allparticulars necessary for the purpose of showing the amounts payable to TXGhereunder. Said books of account shall be kept at Licensee’s principal place ofbusiness for three (3) years following the end of the calendar year towhich they pertain. Said books and the supporting data shall be open uponreasonable advance notice during Licensee’s normal business hours (and no morefrequently than once per calendar year) for three (3) years following theend of the calendar year to which they pertain, to the inspection of anindependent auditor reasonably acceptable to Licensee for the purpose ofverifying Licensee’s royalty statement or compliance with payment obligationsunder this Agreement. If any such audit determines that the reported paymentsto TXG were less than ninety five percent (95%) of the actual amount due to TXGfor the calendar year in question, Licensee shall bear the reasonable cost of suchauditor’s inspection and pay any undisputed deficit amounts within 30 days. Inall other cases, TXG shall pay the costs of the audit. All informationdisclosed pursuant to an audit shall be treated as Licensee’s ConfidentialInformation and, other than the amount of any shortfall, which may be disclosedto TXG, shall not be disclosed to any third party or used for any purpose otherthan to determine the correctness of Licensee’s royalty statement or paymentobligations under this Agreement.

4.2           Licensee Reports. After thefirst commercial sale of a Licensed Product or Licensed Service, Licensee,within forty-five (45) days after June 30 and December 31, of eachyear, shall deliver to TXG a true and accurate report, giving such particularsof the business conducted by Licensee during the preceding six-monthperiod under this Agreement necessary for the purpose of accounting hereunder. Withoutlimiting the generality of the foregoing, these reports shall include thefollowing:

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(a)           numberof Licensed Products manufactured by Licensee and its Affiliates or by anythird party on Licensee’s behalf;

(b)           numberof Licensed Products sold by Licensee and its Affiliates;

(c)           totalreceipts for Licensed Products sold by Licensee and its Affiliates;

(d)           totalreceipts for all Licensed Services sold by Licensee and its Affiliates;

(e)           deductionsapplicable as provided in Section 1.11; and

(f)                                    theamount of Sublicense Income due to TXG for the applicable royalty period fromeach sublicensee.

4.3           Royalty Report. With each suchreport submitted, Licensee shall pay to TXG the royalties due and payable underthis Agreement. If no royalties shall be due, Licensee shall so report. Allinformation disclosed in such report shall be Licensee’s ConfidentialInformation.

4.4           TXG Reports. Withinsixty (60) days after each anniversary of the Effective Date of this Agreement,TXG shall furnish Licensee with a written report on its use of the PatentRights and the TXG Technology with the retained rights described in Section 2.1(b) above,including without limitation a description of research and development efforts,efforts to obtain regulatory approval, marketing efforts, and products andservices offered for sale. All information disclosed pursuant to such reportsshall be treated as TXG’s Confidential Information.

ARTICLE 5 - PATENT RIGHTS

5.1           Responsibility for the PatentRights. Subject to the terms of this Agreement, TXG shall be solelyresponsible for the preparation, filing, prosecution and maintenance of thePatent Right listed on Exhibit A. The costs of such filing,prosecution and maintenance (including without limitation the payment of allgovernment fees in any given country required to maintain the Patent Rights)shall be borne by TXG, but Licensee will reimburse TXG for one hundred percent(100%) of all such costs incurred by TXG that are attributable to maintenance,annuity fees and translation and grant validation costs incurred by TXG withrespect to such Patent Rights. Either Party may, at its sole expense, prepare,file, prosecute and maintain any Patent Rights not listed on Exhibit A;provided, that, (a) such Party provides the non-filing Party with writtennotice and an opportunity to comment on all Filings and Responses (as definedin Section 5.2) with respect thereto and (b) the non-filing Partyprovides the filing Party with such reasonable assistance as may be requestedby the filing Party in connection with such Filings and Responses, at thefiling Party’s sole expense.

5.2           Licensee’s Participation. Licensee’spatent counsel shall be given a reasonable opportunity to comment, at Licensee’sexpense, on all proposed patent filings (“Filings”) and responses (“Responses”)to patent office actions or other patent office communications that may

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affect the Patent Rightsor Licensee’s rights and obligations hereunder either directly or incombination with any response thereto (collectively, “Office Communications”)with respect to the Patent Rights. In the case of Filings, and in the case ofOffice Communications to which TXG must respond in a period of time equal to orexceeding sixty (60) days (excluding extensions), TXG shall deliver copies ofits proposed Filings or Response to Licensee not later than fifteen (15)business days prior to the patent office deadline (excluding extensions) forsuch Filing or Response. TXG will not unreasonably refuse to accept anysuggestions of Licensee’s patent counsel regarding such Filing or Response,provided that Licensee’s patent counsel provides such comments to TXG’s patentcounsel not less than five (5) days prior to the patent office deadline(excluding extensions) for such Filing or Response; provided, however,that TXG will have the final decision on the incorporation of any comments insuch Filing or Response. In the case of Office Communications to which TXG mustrespond in less than sixty (60) days (including any extensions), TXG shalldeliver copies of its proposed Response to Licensee not later than ten (10) daysprior to the patent office deadline, and TXG will not unreasonably refuse toaccept any suggestions of Licensee’s patent counsel regarding such Response,provided that Licensee’s patent counsel provides such comments to TXG’s patentcounsel not less than five (5) days prior to the final patent officedeadline for such Response. In any event, TXG will provide Licensee with copiesof all Office Communications relating to the Patent Rights reasonably promptlyafter TXG’s receipt thereof, but in any event within five (5) businessdays of receipt. Where TXG fails to forward Office Communications within thetime frame indicated, TXG shall use reasonable commercial best efforts and ownexpense to obtain an extension of time to file the Office Communication so asto provide Licensee fifteen (15) business days to review and comment on suchOffice Communication prior to filing. TXG agrees to use reasonable commercialefforts to prosecute U.S. patents covering the inventions disclosed in10/798,061 and 10/969,646 and, if Licensee requests, to consult closely withLicensee’s patent counsel in these efforts.

5.3           Abandonment. TXG will notallow any patent or patent application within the Patent Rights to becomeexpired or abandoned, or fail to diligently pursue patent protection for anyinvention within the Patent Rights, without giving (a) written notice toLicensee and the University at least thirty (30) business days prior to thenext due date for any required communication, response to office action,filing, or payment, failure to meet which would result in expiration orabandonment, including but not limited to provisional abandonment, of thepatent or patent application, and (b) Licensee or the University the rightto assume responsibility for such patent or patent application. If Licensee orthe University so elects, (i) TXG will execute such documents andotherwise perform such acts and make all filings as may be reasonably requiredto permit Licensee’s or the University’s designees to prosecute and maintainsuch patent or application in such jurisdiction(s) and transact all mattersconnected therewith (including, as necessary, appointing Licensee or theUniversity as TXG’s delegatee or agent, as applicable, for the purpose ofcontinuing to exercise Licensee’s prosecution and maintenance rights under theBrandeis License, appointing Licensee’s or the University’s patent counsel asassociate attorneys of record, and changing address of the patent attorney ofrecord with the appropriate patent authorities), and (ii) Licensee or theUniversity will thereafter assume control thereof and all expenses (arisingthereafter) for such prosecution and maintenance by Licensee or the University.

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5.4           Enforcement of the Patent Rights.The parties agree to notify each other in writing of any actual or threatenedinfringement by a third party of the Patent Rights or of any third-party claimof invalidity or unenforceability of the Patent Rights. Licensee shall have thefirst right to prosecute and defend such claims under its sole control and atits sole expense. If Licensee does proceed with such prosecution or defense,TXG shall provide reasonable assistance to Licensee at Licensee’s request,provided Licensee pays TXG for the reasonable out-of-pockets costs incurred byTXG in such assistance. Any recovery obtained in an action under this Section 5.4shall be distributed as follows, in this order: (i) Licensee shall bereimbursed for any expenses incurred in the action; and (ii) Licenseeshall receive the remaining recovery, less a reasonable approximation of theroyalties that Licensee would have paid to TXG if Licensee had received theamount awarded as ordinary damages as Net Sales of Licensed Products sold byLicensee. Licensee may, after written notice to TXG, offset 100% of anyunreimbursed expenses incurred by it in prosecuting or defending claims underthis Section 5.4 against any royalty or maintenance fee due to TXG underthis Agreement; provided, that, such offset shall in no eventreduce the royalty or maintenance fee otherwise due to TXG in any calendarquarter by more than twenty-five percent (25%). Licensee’s rights under this Section 5.4shall be subject to the rights of the University under the Brandeis License(i.e. Section 7 thereof), provided that the University agrees to permitLicensee to assume control of and responsibility for such infringement actionor defense in accordance with this Section 5.4 provided Licensee consultsand cooperates with the University in accordance with Section 7 of theBrandeis License. TXG will otherwise perform all acts and effect all filingsreasonably necessary to permit Licensee to exercise its rights under this Section 5.4at Licensee’s sole expense.

5.5           TXG Rights to Enforce. In theevent that Licensee fails to initiate an infringement action within areasonable time (but no more than one hundred eighty (180) days) after Licenseebecomes aware of the basis for such action (e.g., the actual or threatenedinfringement) or fails to answer a declaratory judgment action within areasonable time (but no more than ninety (90) days) after Licensee receives orbecomes aware of such infringement or action, TXG shall have the right, afternotifying Licensee and the University in writing, to prosecute suchinfringement or answer such declaratory judgment action, under its sole controland at its sole expense. If TXG does proceed with such prosecution or defense,Licensee shall provide reasonable assistance to TXG at TXG’s request, providedTXG pays Licensee for its reasonable out-of-pockets costs incurred in suchassistance. Any recovery obtained in an action under this Section 5.5shall be distributed as follows, in this order: (i) TXG shall bereimbursed for any expenses incurred in the action; (ii) as to ordinarydamages, Licensee shall receive an amount equal to lost profits or a reasonableroyalty on the infringing sales (whichever measure the court applied), less areasonable approximation of the royalties that Licensee would have paid to TXGif Licensee had received such amount as Net Sales of Licensed Products sold byLicensee; and (iii) as to any additional damages, 100% to TXG, unlessLicensee joins TXG in the prosecution at its own expense at which point theparties will share equally in any award. TXG’s rights under this Section 5.5shall be subject to the rights of the University under the Brandeis License(i.e. Section 7 thereof), provided that the University agrees to permitTXG to assume control of and responsibility for such infringement action ordefense in accordance with this Section 5.5 provided TXG consults andcooperates with the University in accordance with Section 7 of theBrandeis License.

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5.6.          Cooperation.TXG and Licensee agree to reasonably cooperate in connection with thepreparation, filing, prosecution, and maintenance of the Patent Rights. Cooperationincludes, without limitation, (a) promptly executing all papers andinstruments or requiring employees of the University or TXG to execute papersand instruments as reasonably appropriate to enable Licensee to file,prosecute, and maintain Patent Rights in any country; and (b) promptly informingLicensee of matters that may affect preparation, filing, prosecution, ormaintenance of Patent Rights (such as becoming aware of an additional inventorwho is not listed as an inventor in a patent application). Additionally, in theevent either party exercises its rights hereunder to proceed with anyprosecution of infringement or defense of the Patent Rights, such party shallconsult with the other party regarding the course of such proceedings and shallnot enter into any settlement, consent judgment, or other voluntary finaldisposition of any infringement action that admits the invalidity orunenforceability of any Patent Rights or that would adversely affect the rightsof the other party without the prior written consent of the other party, whichconsent may not be unreasonably withheld, conditioned or delayed.

## ARTICLE 6 — INDEMNIFICATION; LIMITATION OFLIABILITY

6.1           Indemnification by TXG. TXGshall defend, indemnify and hold harmless Licensee, the University, and theirAffiliates, sublicensees, successors and assigns, and their respectivetrustees, agents, directors, officers, shareholders, partners and employees(each, an “Indemnified Party”), at TXG’s cost and expense, from and against anyand all losses, costs, liabilities, licensing fees, damages, fees and expenses,including reasonable attorneys’ fees and expenses (“Losses”) incurred orimposed upon any of the indemnified parties in connection with any claims(including third party claims), suits, actions, demands or judgments (“Claims”):

(a) arising out of any breach by TXG of any representation orwarranty of TXG hereunder; or

(b) arising out of the negligence or willful misconduct of TXG.

6.2           Indemnification by Licensee. Licenseeshall defend, indemnify and hold harmless TXG, the University and theirAffiliates, successors and assigns, and their respective trustees, agents,directors, officers, shareholders, partners and employees, at Licensee’s costand expense, from and against any and all losses, costs, liabilities, damages,fees and expenses, including reasonable attorneys’ fees and expenses incurredor imposed upon any of the indemnified parties in connection with any claims(including third party claims), suits, actions, demands or judgments:

(a)           arising out of any breach by Licenseeof any representation or warranty of Licensee hereunder, or

(b)           arising out of the death or injury toany person or persons or out of any damage to tangible property resulting from,or otherwise attributable to, the making, using, development, and/or sale byLicensee of any Licensed Products or Licensed Services under this Agreement.

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6.3           Indemnification Claims. Eachparty shall give the other party prompt notice of any claim for whichindemnification under this Section 6 is or may be applicable and will cooperatewith the indemnifying party in the defense or settlement of such claim at theindemnifying party’s expense. The indemnifying party shall be required toprovide and be entitled to control the defense of any claim covered hereunder(including the right to control settlement discussions) with counsel reasonablysatisfactory to the other party, which other party may, at its own expense,participate in the defense of any claim after the indemnifying party assumescontrol of the defense thereof. No claim that is subject to indemnificationunder this Article 6 shall be settled or otherwise compromised other thanby the party defending such claim, and then only with the prior written consentof the other party, which shall not be unreasonably withheld or delayed; itshall not be unreasonable to withhold consent if the settlement or compromiseeither (a) imposes on the indemnified party any liability or obligationwhich cannot be assumed and performed in full by the indemnifying party, or (b) materiallyadversely affects the indemnified party or its rights hereunder. The failure ofthe indemnified party to deliver notice to the indemnifying party promptlyafter the commencement of any such action shall not release the indemnifyingparty from any liability to the indemnified party under this Section 6other than any liabilities directly attributable to such failure. Any amountsfor which TXG is liable under Section 6.1 may be offset by Licenseeagainst any payments required hereunder.

6.4           LIMITATIONOF LIABILITY. EXCEPT WITH RESPECT TO LIABILITY ARISING AS A RESULT OF ATHIRD PARTY CLAIM REFERRED TO IN AND COVERED BY SECTIONS 6.1 OR 6.2(INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY (OR ITS DIRECTORS, OFFICERS,EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL,EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THISAGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

6.5           Insurance. Each party shallobtain and maintain, at all times during the term of this Agreement, generalliability insurance with appropriate bodily injury, death and property damagelimits. Upon request, a party shall furnish a certificate of insurance signedby an authorized representative of its insurance underwriter evidencing suchcoverage and providing for at least thirty (30) days’ prior written notice ofany cancellation, termination or reduction of coverage.

6.6           Patent Interference Proceeding.In the event that TXG or any of its Affiliates or the University enters intoany settlement agreements, consent orders or compromises arising out of anypatent interference or opposition proceedings pending before the U.S. Patentand Trademark Office or similar authorities in the Territory or any court ofcompetent jurisdiction involving the Patent Rights, TXG and the Universityshall ensure that Licensee and its Affiliates and sublicensees will obtain thebenefits of such settlements, orders or compromises. Any out-of-pocket expensesincurred by Licensee in assisting with or participating in any such proceedingsat the request of TXG may be deducted from any amounts owed by Licensee to TXGunder this Agreement.

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ARTICLE 7 —TERMINATION

7.1           Term. The term of thisAgreement shall commence on the Effective Date and shall remain in effect untilthe expiration of the last Valid Claim under the Patent Rights unless soonerterminated as provided herein.

7.2           Termination for Cause. Ifeither party materially breaches any material provision of this Agreement andif such breach is not cured within ninety (90) days (the “Cure Period”) afterreceiving written notice from the other party specifying such breach inreasonable detail, the non-breaching party shall have the right to terminatethis Agreement by giving written notice thereof to the party in breach, whichtermination shall go into effect immediately on receipt unless the allegedlybreaching party delivers a Resolution Notice (pursuant to Section 11.8;provided that the Negotiation Period shall be reduced to ten (10) businessdays) to the other party within five (5) days of such second notice (inwhich event, such termination shall not be effective unless and until there hasbeen a final mutually agreed resolution by the parties to terminate or a finaldecision of the arbitrator that the allegedly breaching party has materiallybreached a material provision hereof and that the Agreement should beterminated as a result thereof).

7.3           Termination for Convenience.Licensee shall have the right to terminate this Agreement at any time withoutcause on ninety (90) days’ prior notice to TXG.

7.4           Existing Stock. In the eventthat this Agreement terminates or expires, Licensee and its sublicenseeshereunder shall retain limited rights to sell any Licensed Products existing orunder production (e.g., a cloned animal in utero or a cloned embryo) and toperform Licensed Services related to such Licensed Products, subject to theterms of this Agreement (including without limitation the obligation to payroyalties under Article 3 to the extent not creditable or offsetableagainst maintenance fees), but Licensee shall have no obligation to pay anyannual maintenance fees or portion thereof, except for any such payment due andpayable prior to the effective termination date.

7.5           Survival. Upon any terminationor expiration of this Agreement:  nothingherein shall be construed to release either party from any obligation incurredprior to the effective date of such termination (except as set forth below);Articles/Sections 1, 6, 7, 8, 10, 11.7 through 11.13, and (only with respect toany action already commenced as of the date of termination notice) theprovisions allocating recoveries in 5.4 and 5.5, shall survive and continue infull force and effect; any sublicensee shall have the option to retain itslicense rights in accordance with the terms of its sublicense granted byLicensee prior to the effective termination date of this Agreement, providedsuch sublicensee agrees to remit to TXG all amounts owing thereunder after the effectivetermination date that are attributable to its sublicense of the Patent Rights. Uponany termination or expiration of this Agreement, each party shall promptlyreturn to the other party, or destroy, all written Confidential Information ofthe other party, and all copies, notes or extracts thereof (except to theextent reasonably necessary to exercise the license in the following sentence,if applicable). Upon the expiration, determination, disclaimer or admission ofinvalidity or unenforceability of the last Valid Claim within the LicensedPatents, the license to TXG Technology granted under Section 2.1 shallbecome irrevocable, non-exclusive, fully

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paid up and royalty-free.Upon any rejection of this Agreement by TXG in bankruptcy or termination ofthis Agreement by Licensee pursuant to Section 7.2 or 7.7, Section 2.1(b) shallsurvive and continue in full force and effect.

7.6           Termination for Change in Law.Licensee may immediately terminate this Agreement on written notice to TXG inthe event that there are any changes in law that may have material adverseeffect on Licensee’s right to develop, make, have made, import, export, use,sell or otherwise exploit or perform Licensed Products or Licensed Services.

7.7           Termination of Brandeis License.Licensee may immediately terminate this Agreement effective on written noticeto TXG in the event that the Brandeis License terminates or expires for anyreason.

# ARTICLE 8 — CONFIDENTIALITY AND NON-DISCLOSURE

8.1           ConfidentialInformation; Non-Disclosure. “Confidential Information” shall mean anytechnical, business, financial, customer or other information disclosed by oneparty (“Disclosing Party”) to the other party (“Receiving Party”) pursuant tothis Agreement which, if disclosed in written form, is marked “Confidential” or“Proprietary” or by a similar legend or which, if disclosed orally or visually,is identified as confidential information at the time of disclosure andconfirmed by written outline mailed to the other party within thirty (30) daysof the original disclosure. Licensee’s Confidential Information specificallyincludes the terms of this Agreement and any sublicense agreements and allinformation, data, reports and statements relating to Licensed Products andLicensed Services. Except to the extent authorized by this Agreement or byother prior written consent by the Disclosing Party, each party shall duringthe term of this Agreement and for five (5) years after its termination: (i) notuse Confidential Information of the Disclosing Party except for the purposes offulfilling its obligations or exercising or enforcing its rights under thisAgreement, or as otherwise authorized herein or in writing by the DisclosingParty, (ii) disclose the Confidential Information of the Disclosing Partyonly to those of its employees, directors, and consultants who have need toknow or use such Confidential Information for the foregoing purposes or asauthorized by the Disclosing Party, provided that the Receiving Party willensure such disclosees are bound by obligations of confidentiality at least asrestrictive as those set forth in this Section 8.1. In addition, Licenseemay disclose Confidential Information of TXG to its Affiliates (and theiremployees, directors and consultants) or permitted sublicensees or distributorsfor the foregoing purposes or as authorized by TXG, provided such discloseesare bound by obligations of confidentiality at least as restrictive as thoseset forth in this Section 8.1. Each of the parties shall protect theConfidential Information of the Disclosing Party using at least the sameprocedures and degree of care that it uses to prevent the disclosure of its ownconfidential information of like importance, but in no event less thanreasonable care. Except as expressly provided in this Agreement, no ownershipright is granted in any Confidential Information.

8.2           Exclusions. Notwithstanding Section 8.1,Confidential Information excludes information that: (i) was publicly knownor available at the time it was disclosed or becomes publicly known oravailable through no fault, action, or inaction of the Receiving Party; (ii) was

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known to the ReceivingParty at the time of disclosure; (iii) is disclosed with the priorwritten approval of the Disclosing Party; (iv) was independently developedby the Receiving Party without any use of the Confidential Information; or (v) isprovided to the recipient by an independent third party having no fiduciaryrelationship with the Disclosing Party and having no obligation to keep theinformation secret.

8.3           PermittedDisclosures. Notwithstanding any other provision of this Agreement, eachparty may disclose Confidential Information of the other party: (i) to theextent and to the persons and entities required to comply with an applicablegovernmental law, rule or regulation or court or administrative order;provided, however, that the party required to disclose Confidential Informationshall first have given prompt notice to the other party hereto to enable it toseek any available exemptions from or limitations on such disclosurerequirement and shall reasonably cooperate in such efforts by the other party;or (ii) as necessary to file or prosecute patent applications, enforcepatents, prosecute or defend litigation, or otherwise establish or enforce rightsor obligations under this Agreement, but only to the extent that any suchdisclosure is reasonably necessary.

8.4           FinancialDisclosure. The parties agree not to disclose the economic terms of thisAgreement to any third party other than their Affiliates without the priorwritten consent of the other party hereto except (a) as required byapplicable securities laws or the requirements of any applicable stockexchange, including, without limitation, requirements to file a copy of thisAgreement (redacted to the extent reasonably permitted by applicable law); (b) inconfidence, to legal counsel; (c) in confidence, to accountants, banks,and financing sources and their advisors; and (d) to the extent necessaryto enforce this Agreement or any rights or obligations hereunder.

8.5           Injunctive Relief. TXG andLicensee acknowledge and agree that any breach of the confidentialityobligations imposed by this Section 8 may constitute immediate andirreparable harm to the party disclosing the Confidential Information and/orits successors and assigns, which cannot adequately and fully be compensated bymoney damages and may warrant, in addition to all other rights and remediesafforded by law, injunctive relief, specific performance, and/or otherequitable relief.

8.6           Survival. The obligations ofTXG and Licensee under this Article 8 shall survive for five (5) yearsafter the expiration or termination of this Agreement.

ARTICLE 9 - PAYMENTS, NOTICES, AND OTHERCOMMUNICATIONS

Anypayment, notice or other communication pursuant to this Agreement shall be inwriting and sent by certified first class mail, postage prepaid, return receiptrequested, or by nationally recognized overnight carrier addressed to theparties at the following addresses or such other addresses as such partyfurnishes to the other party in accordance with this paragraph. Such notices,payments, or other communications shall be effective upon receipt.

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| In the case of Licensee: | Advanced Cell Technology, Inc.                                                                                                         |
|--------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|
|                     | 1201 Harbor Bay Parkway, Suite 120                                                                                                     |
|                     | Alameda, CA 94502                                                                                                                           |
|                     | Attention: Jonathan Atzen,                                                                                                                  |
|                     |                   Senior Vice President and General Counsel |
|                     |                                                                                                                                        |
| With a copy to:          | Pierce Atwood                                                                                                                               |
|                     | One Monument Square                                                                                                                         |
|                     | Portland, ME 04101                                                                                                                          |
|                     | Attention: William L. Worden, Esq.                                                                                                     |
|                     |                                                                                                                                        |
| In the case of  TXG:     | TranXenoGen, Inc.                                                                                                                      |
|                     | 800 Boston Turnpike Road                                                                                                                    |
|                     | Shrewsbury, MA 01545                                                                                                                        |
|                     | Attention: Paul DiTullio, President                                                                                                         |
|                     |                                                                                                                                        |
| With a copy to:          | Mintz, Levin, Cohen, Ferris, Glovsky, and Popeo PC                                                                                          |
|                     | One Financial Center                                                                                                                        |
|                     | Boston, MA 02111                                                                                                                            |
|                     | Attention: Ingrid Beattie                                                                                                                   |

 

ARTICLE 10 - REPRESENTATIONS AND WARRANTIES

10.1         Representations and Warranties byTXG. TXG represents and warrants that:

(a)           TXG has the fulllegal right and power to grant to Licensee the licenses granted herein;

(b)           the execution,delivery and performance of this Agreement by TXG (i) are within itscorporate powers, (ii) have been duly authorized by all necessarycorporate action on TXG’s part, and (iii) have been approved by the TXGBoard of Directors;

(c)           the execution,delivery and performance of this Agreement by TXG, including the grant ofrights and licenses herein, do not and will not contravene, conflict,constitute or result in a default under or breach of, and are not and will notbe inconsistent with, any law or regulation, any judgment, decree or order, orany term, condition or provision of any contract, agreement (including withoutlimitation the Brandeis License) or other undertaking applicable to TXG or thePatent Rights or the TXG Technology and the intellectual property rightsthereto;

(d)           TXG has obtained allnecessary consents to grant to Licensee the rights and licenses granted herein;

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(e)           TXG has provided toLicensee a copy of the Brandeis License in effect as of the Effective Date, andTXG represents and warrants that said copy is a true and complete copy of theBrandeis License (including without limitation any amendments, schedules,exhibits, or addenda thereto) as of the Effective Date;

(f)            Neither TXG nor anyof its Affiliates is a party of any agreement with the University governing thelicense of, or option to license, any intellectual property rights other thanthe Brandeis License;

(g)           to the bestknowledge of TXG, the exercise of the rights and licenses granted to Licenseeunder this Agreement, including the development, manufacture, use or sale ofthe Licensed Products or Licensed Services, shall not infringe ormisappropriate the intellectual property or other rights (excluding patentrights) of any third party;

(h)           To the bestknowledge of TXG, TXG’s rights and interests in the Patent Rights are free andclear of all liens, encumbrances and security interests of every kind;

(i)            TXG has received nowritten communication claiming (or threatening to claim), and to the bestknowledge of TXG there is no pending claim, that the practice of the inventionsdescribed in the Patent Rights or any use of the TXG Technology infringes anypatents or patent applications or other rights of any third party, and, to theknowledge of TXG, there is no basis for any such claim, and no other party hasany rights with respect to any inventions or discoveries described in thePatent Rights or in the TXG Technology, other than TXG and the University;

(j)            the practice of theinventions described in the Patent Rights does not infringe, violate or misappropriate,and will not require any payment to TXG or any of its Affiliates (other thanthe payments set forth in this Agreement and/or in the Brandeis License) withrespect to any other technology, intellectual property rights, or patents ownedor Controlled by TXG or any of its Affiliates as of the Effective Date, orclaims of patent applications that TXG or its Affiliates have made orcontemplate making (collectively, “Other Rights”). To the extent, if any, thereis a breach of the representations and warranties set forth in this Section 10.2(k),and, as a result of such breach, Licensee or an Affiliate, in practicing aninvention described in the Patent Rights, infringes any Other Rights, Licenseeand its Affiliates (and the users and purchasers of products and servicesinfringing such Other Rights made or sold by Licensee and its Affiliates andsublicensees) shall be immunized and indemnified by TXG from liability, suit orother claims (by TXG, the University, and any of their licensees, successorsand assignees) under such Other Rights;

(k)           (i) theBrandeis License is valid, binding and enforceable, and to the best knowledgeof TXG, neither TXG nor the University is in default in complying with anyprovision thereof and no condition or event or facts exist which, with noticeor lapse of time or both, would constitute a default thereunder; (ii) TXGwill comply with all terms of the Brandeis License, and will be responsible formaking all payments due under the Brandeis License; (iii) TXG will notifyLicensee promptly if TXG receives any notice or written communication

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threatening or statingthat the University intends to terminate the Brandeis License or modify, assignor amend such agreement in any way that adversely affects this Agreement orLicensee’s rights hereunder; (iv) TXG will provide Licensee with copies ofall communications regarding any alleged or actual breach of the BrandeisLicense; and

(l)            TXG has disclosedto Licensee all inventions, disclosures, patent applications and patents ownedor Controlled by TXG, that are relevant to the Field of Use.

10.2         Representations and Warranties byLicensee. Licensee represents and warrants that:

(a)           the execution, delivery andperformance of this Agreement by Licensee (i) are within its corporatepowers, and (ii) have been duly authorized by all necessary corporateaction on Licensee’s part; and

(b)           the execution, delivery andperformance of this Agreement by Licensee do not and will not contravene,conflict, constitute or result in a default under or breach of, and are not andwill not be inconsistent with, any judgment, decree or order, or any term,condition or provision of any contract, agreement or other undertakingapplicable to Licensee.

10.3         Disclaimer. EXCEPT AS OTHERWISESET FORTH IN SECTION 10 OF THIS AGREEMENT, NEITHER TXG NOR LICENSEE, NORTHEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES, MAKE ANY REPRESENTATIONSOR EXTEND ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUTNOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,AND VALIDITY OF THE PATENT RIGHTS CLAIMS, ISSUED OR PENDING.

## ARTICLE 11 - MISCELLANEOUS PROVISIONS

11.1         Assignment. This Agreement, andthe rights and obligations hereunder, may not be assigned or transferred, inwhole or in part, voluntarily, by operation of law or otherwise, by eitherparty without the prior written approval of the other party; provided that, TXGhereby provides such prior written approval in advance to any such assignmentor transfer by Licensee in the following circumstances:  (a) to an Affiliate of Licensee, (b) toany entity established to serve as a holding company for cloning patent rights,or (c) to any third party that acquires all or substantially all of theassets of Licensee or its animal cloning business, or that is the survivingperson in a merger or consolidation with Licensee, provided that such assigneeagrees to accept and assume any and all obligations and liabilities of theassignee arising thereafter under this Agreement. Any assignment or transfer inviolation of this Section 11.1 shall be null and void.

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11.2         Compliance with Law. Licenseeshall comply in all material respects with all local, state, federal andinternational laws and regulations relating to the development, manufacture,use, provision, and sale of Licensed Products and Licensed Services. Withoutlimiting the generality of the foregoing, Licensee agrees to comply with thefollowing:

(a)           Licensee shall obtain all necessaryapprovals from the US Department of Agriculture (USDA) and any similargovernmental authorities of any foreign jurisdiction in the Territory in whichLicensee intends to make, use, or sell Licensed Products or to perform LicensedServices.

(b)           Licensee shall comply in all materialrespects with any and all material applicable local, state, federal andinternational laws and regulations relating to the Licensed Products andLicensed Services, and the Patent Rights, in the Territory, including withoutlimitation all material export or import regulations and rules now ineffect or as may be issued from time to time by any governmental authoritywhich has jurisdiction relating to the export of Licensed Products or LicensedServices and any technology relating thereto.

(c)           To the extent that any inventionclaimed in the Patent Rights has been partially funded by the United StatesGovernment, and only to the extent required by applicable laws and regulations,Licensee agrees that any Licensed Products used or sold in the United Stateswill be manufactured substantially in the United States or its territories,unless a waiver is obtained in accordance with applicable law. Current lawprovides that if domestic manufacture is not commercially feasible under thecircumstances, a waiver of this requirement may be sought from the relevantfederal agency; upon Licensee’s request, TXG and the University shall cooperatein all respects with Licensee in seeking such a waiver and TXG shall use itsbest efforts to obtain the University’s cooperation.

11.3         Encumbrances. TXG shall notcreate or incur or cause to be incurred or to exist any lien, encumbrance,pledge, charge, restriction or other security interest of any kind directlyupon the Patent Rights without the prior written consent of Licensee.

11.4         Publicity. Neither party shalloriginate or issue any publicity, news release or other public announcement (“Announcements”),written or oral, relating to this Agreement or the existence of an arrangementbetween the parties, without the prior written approval of the other party,which approval shall not be unreasonably withheld, except as otherwise requiredby law. Any references to the University in such Announcements shall be subjectto section 10.6 of the Brandeis License. The foregoing and Section 8.1notwithstanding, TXG and Licensee shall have the right to make suchAnnouncements without the consent of the other party in any prospectus,offering memorandum, or other document or filing required by applicablesecurities laws or other applicable law or regulation, provided that such partyshall have given the other party at least ten (10) days prior writtennotice of the proposed text for the purpose of giving the other party theopportunity to comment on such text.

11.5         No Implied Licenses. No impliedlicenses are granted pursuant to the terms of

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this Agreement.

11.6         No Agency. Nothing herein shallbe deemed to constitute either party as the agent or representative of theparty, or both parties as joint venturers or partners for any purpose. Eachparty shall be an independent contractor, not an employee or partner of theother party, and the manner in which each party renders its services under thisAgreement shall be within its sole discretion. Neither party shall beresponsible for the acts or omissions of the other party, nor shall eitherparty have authority to speak for, represent or obligate the other party in anyway without prior written authority from the other party.

11.7         Choice of Law; Submission toJurisdiction. This Agreement shall be construed, governed, interpreted and appliedin accordance with the laws of the Commonwealth of Massachusetts, U.S.A.without regard to principles of conflicts of law thereof, except that questionsaffecting the construction and effect of any patent included in the PatentRights shall be determined by the law of the country in which the patent wasgranted.

11.8         Dispute Resolution.

(a)           Informal Resolution. Theparties agree to follow the procedures set forth in this Section 11.8 toresolve any dispute, controversy or claim arising out of or relating to thisAgreement or the breach, termination or invalidity thereof (each, a “Dispute”).Prior to engaging in any formal dispute resolution with respect to any Dispute,the president or CEO of each party, or their respective designees, shall, ifeither party provides written notice to the other party requesting resolutionof such Dispute (“Resolution Notice”), attempt to resolve such Dispute throughgood faith negotiations. If any Dispute cannot be settled by agreement of theparties pursuant to the preceding sentence within sixty (60) days of receipt ofthe Resolution Notice (“Negotiation Period”), then either party may, by writtennotice to the other requesting resolution by arbitration (“Arbitration Notice”),invoke the dispute resolution provisions of Section 11.8(b).

(b)           Arbitration. In the event thatthe dispute resolution provisions of Section 11.8(a) do not result ina mutually agreed resolution of the Dispute, then the parties agree to submitto confidential arbitration, which shall be commenced as soon as practicablefollowing the receipt by one party of the other party’s Arbitration Notice. Anyarbitration proceeding relating to the Agreement shall be presided over by asingle independent arbitrator experienced in the biopharmaceutical industry andhaving relevant and significant experience relating to the subject matter ofthe dispute, who shall be agreed to by the parties, provided, that,if the parties are unable to agree on an arbitrator, then each party shall nameone (1) such arbitrator (whose sole role shall be to select animpartial arbitrator) and the two (2) arbitrators will togetherdesignate an impartial, independent arbitrator experienced in thebiopharmaceutical industry to preside over the arbitration proceeding. Each ofthe parties agrees to use its reasonable best efforts to cause the arbitratorto be selected by the thirtieth (30th) day after the receipt of theArbitration Notice. The arbitration shall be held in the City of Boston,Massachusetts in accordance with the rules of the American ArbitrationAssociation then in force (as modified herein), and shall be held on anexpedited basis and in confidence. The arbitrator shall not have the power toaward exemplary or punitive damages. Each party agrees that the finaldetermination/decision of the arbitrator presiding over the proceeding shall bebinding on it.

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Notwithstanding theforegoing or anything in this Section 11.8, the parties may apply to anycourt of competent jurisdiction for preliminary or interim equitable relief, including suchrelief for compelling the commencement of the dispute resolution provisions inaccordance with Section 11.8, without breach of this arbitrationprovision. The prevailing party in any dispute related hereto, whether in acourt of law or in arbitration, shall have its reasonable costs and expensesrelated to such dispute reimbursed by the non-prevailing party; *provided, however,* that if the arbitrator rules infavor of one party on some issues and the other party on other issues, thearbitrator shall allocate such costs and expenses between the parties in amanner that bears a reasonable relationship to the outcome of the arbitration. Therulings of the arbitrator and the allocation of fees and expenses shall bebinding, non-reviewable, and non-appealable, except as permitted by law, andmay be entered as a final judgment in any court having jurisdiction.

11.9         Binding Effect. This Agreementshall be binding upon and inure to the benefit of the parties and theirrespective successors and permitted assigns.

11.10       Entire Agreement. The partieshereto acknowledge that this Agreement sets forth the entire Agreement andunderstanding of the parties hereto as to the subject matter hereof.

11.11       Severability. The provisions ofthis Agreement are severable, and in the event that any provisions of thisAgreement shall be determined to be invalid or unenforceable under anycontrolling body of the law, such invalidity or unenforceability shall not inany way affect the validity or enforceability of the remaining provisionshereof.

11.12       Amendment and Waiver. ThisAgreement may be amended, supplemented, or otherwise modified only by means ofa written instrument signed by both parties. The failure of either party toassert a right hereunder or to insist upon compliance with any term orcondition of this Agreement shall not constitute a waiver of that right orexcuse a similar subsequent failure to perform any such term or condition bythe other party.

11.13       Effect of Bankruptcy Filing. Theparties agree and acknowledge that this Agreement is a contract under which TXGis a licensor to Licensee of rights with respect to intellectual property(including without limitation, “intellectual property” within the meaning of Section 101of the Bankruptcy Code of the United States (“Bankruptcy Code”)). All rights,licenses, immunities and other rights granted under or pursuant to or otherwisedescribed in this Agreement are, and shall be deemed to be, for purposes of Section 365(n) ofthe Bankruptcy Code, licenses of rights to “intellectual property” within themeaning of Section 101 of the Bankruptcy Code. The parties agree thatLicensee and its sublicensees, as licensees of such rights under thisAgreement, shall retain and may fully exercise all of their rights and electionsunder the Bankruptcy Code. The parties further agree that, in the event of thecommencement of a bankruptcy proceeding by or against TXG including under theBankruptcy Code, Licensee shall be entitled to a complete duplicate of (orcomplete access to, as appropriate) any such intellectual property and allembodiments of such intellectual property, including without limitation copiesof invention disclosures and filings and communications relating to the PatentRights, and the same, if not already in Licensee’s possession, shall bepromptly delivered to Licensee upon any such commencement of a bankruptcyproceeding upon written request by Licensee.

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11.14       Immunity. The rights and licensegranted to Licensee pursuant to Section 2.1 shall inure to the benefit of,and include an immunity from suit against, any direct or indirect distributor,reseller, customer or other user of Licensed Products and Licensed Servicessold by or for Licensee, any Affiliate and/or any sublicense of Licensee underthis Agreement, whether such Licensed Products or Licensed Services (or resultsthereof) are used, imported, sold, offered for sale, leased or otherwisedisposed of alone or in combination with other products or services, althoughsuch immunity will not extend to any such combinations.

**[Remainderof page intentionally left blank.]**

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INWITNESS WHEREOF, the parties have duly executed this Agreement the day and yearfirst set forth above.
| ADVANCED CELL TECHNOLOGY,  INC. |                       |
|---------------------------------|----------------------------|
|                            |                       |
|                            |                       |
| By:                             |  /s/ James G. Stewart |   |
| Name: James G.  Stewart         |                       |
| Title: CFO                      |                       |
|                            |                       |
|                            |                       |
| TRANXENOGEN,  INC.              |                       |
|                            |                       |
|                            |                       |
| By:                             |  /s/ Paul A. DiTullis |   |
| Name: Paul A.  DiTullis         |                       |
| Title: President  and CEO       |                       |

 

**CONSENTAND AGREEMENT**

For valuereceived, Brandeis University hereby (a) consents to the sublicense byTranXenoGen to Advanced Cell, Inc. of the Brandeis Patent Rights underthis Agreement, and (b) agrees to be bound by the applicable provisionshereof.

BRANDEIS UNIVERSITY
| By:                             |  /s/ Larry R. Steranka |   |   |
|---------------------------------|-----------------------------|--------|--------|
| Name: Larry R.  Steranka        |                        |   |
| Title: Executive  Director, OTL |                        |   |

 

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**EXHIBIT A**

**PatentRights**

**U.S.Patents**

5,480,7725,651,9925,773,2176,245,5676,753,4576,878,546

**U.S.Patent Applications**

10/798,06110/969,646

**Foreign Patent Applications**

WO9418344EP154931EP0686202CA2155309

A-1

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**EXHIBIT B**

**SUBSCRIPTIONAGREEMENT**

ThisSubscription Agreement has been executed by the undersigned in connection withthe issuance to the undersigned’s of 163,339 shares of common stock of AdvancedCell Technology, Inc., a Delaware corporation (the “Company”) (“CommonStock”) pursuant to that certain Exclusive License Agreement dated March 29,2006 by and between the Company and TranXenoGen, Inc. (the “LicenseAgreement”). The undersigned (sometimes herein referred to as the “Investor”)hereby represents and warrants to, and agrees with, the Company as follows:

**1.             Agreementto Subscribe; Payment; Subscription Irrevocable.**

The undersignedhereby agrees, subject to and in accordance with the terms, provisions andconditions set forth herein, to acquire an aggregate of[         ] shares (the “Shares”)of Common Stock pursuant to the terms and conditions of the License Agreement.

**2.             Qualificationsof Investor.**

***(a)           The undersigned hereby represents andwarrants to the Company that the Investor is an “accredited investor” asdefined in Section 501 of Regulation D of the Securities Act of 1933.***

(b)           The undersigned further herebyrepresents and warrants to the Company that the Investor (1) has suchknowledge and experience in financial and business matters as to be capable ofevaluating the merits and risks of an investment in the Company; and (2) canafford to bear the economic risk of this investment for an indefinite period oftime and has no need for liquidity in this investment.

(c)           The undersigned further herebyrepresents and warrants to the Company that the Investor (1) is acquiringthe Shares for his or her own account, for investment, and not with a view toresale or distribution; and (2) is aware that the right to transfer theShares is restricted by the Securities Act of 1933 and applicable statesecurities laws, and that there is no market for the Shares.

(d)           The undersigned is an “accreditedinvestor” as such term is defined in Rule 501 of Regulation D on the basisof the following facts ***(pleasecheck at least one)***:
|        | o      | (i)   If the Undersigned is a natural person,  his/her net worth (jointly with a spouse, if any), including homes, home  furnishings and automobiles, exceeds $1,000,000 (valuing assets on the basis  of their current fair market value). |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                  |
|   | o      | (ii)   If the undersigned is a natural person,  his/her individual income for each of                                                                                                                                                       |

 

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|        |   | the years 2003 and 2004, and his/her anticipated  individual income for 2005,  exceeds $200,000                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | o      | (iii)   If the undersigned is a natural person,  his/her joint income with a spouse for each of the years 2003 and 2004, and  the undersigned’s anticipated joint income with his/her spouse for 2005,  exceeds $300,000.                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | o      | (iv)   If the undersigned is a corporation, an  organization described in Section 501(c)(3) of the Internal Revenue  Code, a Massachusetts or similar business trust, a partnership or limited  liability company, it was not formed for the specific purpose of acquiring  the Shares offered and its total assets exceed $5,000,000.                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | o      | (v)   If the Undersigned is an employee benefit  plan, within the meaning of the Employee Retirement Income Security Act of  1974 (“ERISA”), (i) its investment decisions are made by a bank, savings  and loan association, insurance company or registered investment advisor  acting as a plan fiduciary, as defined in Section 3(21) of ERISA,  (ii) its total plan assets exceed $5,000,000, or (iii) if a self-directed  plan, its investment decisions are made solely by persons that are  “accredited investors” as described in this Paragraph 3(i). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | o      | (vi)   If the undersigned is a trust other than  a trust described in Paragraph 3(i)(iv) above, it has total assets that  exceed $5,000,000 and was not formed for the specific purpose of acquiring  the Shares offered, and its purchase was directed by a sophisticated person  as defined in the Regulations.                                                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | o      | (vii)   If the undersigned is an entity, each  equity owner is an “accredited investor” as described in this Paragraph 3(i).                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

In furtherance ofthe foregoing (and not in limitation thereof), the undersigned has answered thefollowing questions regarding the undersigned’s net worth and net income andacknowledges that the Company may rely on such responses.

**3.             Accessto Information; Independent Investigation.**

(a)           The undersigned, in making thedecision to purchase the Shares subscribed for, has relied upon independentinvestigations made by it, and the undersigned has conducted its own duediligence investigation and  been givenaccess and the opportunity review all information it deemed relevant to itsinvestment decision in connection with the commercial transaction of which thisinvestment is a part, as well as an opportunity to ask questions of, and toreceive answers from, the Company or any person acting on behalf of itconcerning the terms and conditions of this investment. The undersigned and theundersigned’s advisors, if any, have been furnished with all materials relatingto the business, finances, operations and prospects of the Company andmaterials relating to the offer and sale of the Shares that have beenrequested. The undersigned and the undersigned’s advisors, if any, havereceived complete and satisfactory answers to any such inquiries.

(b)           No Other Representations.Except as otherwise specifically provided in this Agreement, no representationshave been made to the undersigned or such purchaser representative,

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if any, concerning theShares, the business or prospects of the Company or other matters.

(c)           Adequacy of Investigation. Theundersigned acknowledges that the undersigned is subscribing for the Sharesafter what the undersigned deems to be adequate investigation of the business,finances and prospects of the Company by the undersigned and the undersigned’sadvisors, if any.

(d)           No Governmental Recommendation orApproval. The undersigned understands that no federal or state agency haspassed on or made any recommendation or endorsement of the Shares.

**4.             InvestmentRepresentations.**

(a)           Shares Not Registered; IndefiniteHolding. The undersigned has been advised by the Company, and understands, thatthe undersigned must bear the economic risk of an investment in the Shares foran indefinite period of time because the Shares have not been registered underthe Securities Act of 1933, as amended (the “Securities Act”), and the Companyis under no obligation to register the Shares. Therefore, the Shares must beheld by the undersigned unless they are subsequently registered under theSecurities Act or an exemption from such registration is available for thetransfer of the Shares. The undersigned acknowledges that there is no marketpresently available on which the Shares may be sold, and that no such market isexpected to develop.

(b)           No Disposition of Shares WithoutSecurities Law Compliance. The undersigned agrees not to subdivide theShares or to offer, sell, pledge, hypothecate or otherwise transfer or disposeof any of the Shares in the absence of an effective registration statementunder the Securities Act covering such disposition, or an opinion of counsel,satisfactory to the Company and its counsel, to the effect that registrationunder the Securities Act is not required in respect of such transfer ordisposition.

(c)           “Private Offering” Exemption;Reliance on Representations. The undersigned understands that the offer andsale of the Shares are not being registered under the Securities Act inreliance on (i) Securities and Exchange Commission Rule 506 ofRegulation D; and (ii) the “private offering” exemption provided by Section 4(2) ofthe Securities Act of 1933 and/or Regulation D promulgated pursuant to theSecurities Act of 1933, and that the Company is basing its reliance on theexemption in part on the representations, warranties, statements and agreementscontained herein and those of other investors contained in similar subscriptionagreements.

Theundersigned further understands that other investors are making theirinvestment in reliance on the representations, warranties, statements andagreements contained herein (as the undersigned is making this investment inreliance on theirs) and the undersigned invites both the Company and otherinvestors so to rely.

**5.             Indemnity.**

Theundersigned shall indemnify and hold harmless the Company and any of itsdirectors, officers, employees, and representatives who is, has been, orbecomes a party or is threatened to be made a party to any threatened, pending,or contemplated action, suit or proceeding, whether civil, criminal,administrative or investigative, by reason of or arising from any actual oralleged

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misrepresentation ormisstatement of facts or omission to represent or state facts made by theInvestor to the Company, in connection with the sale of the Shares.

**6.             Confidentiality**.

Theundersigned acknowledges that the information provided by the Company to theInvestor is confidential and non-public and agrees that all such informationshall be kept in confidence and not disclosed to any third party for anyreason; provided, that this obligation shall not apply to any such informationthat (i) is part of the public knowledge or literature and readilyaccessible at the date hereof; (ii) becomes part of the public knowledgeor literature and readily accessible by the public (except as a result of abreach of these provisions); or (iii) is received from third parties(except third parties who disclose such information in violation of anyconfidentiality agreements, including without limitation, any subscriptionagreement they may have with the Company).

**7.             Closing.**

Thedate of the closing of the sale of the Shares (the “Closing”) shall be the datehereof.

**8.             GoverningLaw.**

ThisAgreement shall be governed by and interpreted in accordance with the laws ofthe state of California, without giving effect to its conflicts of lawsprinciples.

[signature page to follow]

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INWITNESS WHEREOF, this Subscription Agreement was duly executed on the 29th dayof March, 2006.

WITNESS:
|                        | TRANXENOGEN, INC. |              |
|------------------------|-------------------|-------------------|
|                   |              |              |
| /s/ Larry R.  Steranka |              | By:               | /s/ Paul A. DiTullis |   |
| Larry R. Steranka      |              |              |   |   |
|                   | Its:              | President and CEO |   |

 

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ACCEPTANCE

Theforegoing Subscription Agreement is hereby accepted to the extent of 163,339shares of common stock of Advanced Cell Technology, Inc., a Delawarecorporation (the “Company”), this 29th day of March, 2006. The subscriptionrepresented by this Agreement will not be deemed accepted by the Company untiland unless signed on its behalf by its duly authorized officer. Upon acceptanceof this subscription by the Company, the Company shall be deemed to have agreedto perform all of its obligations herein set forth.
|        | Advanced Cell  Technology, Inc. |
|--------|--------------------------------------|
|   |                                 |
|   |                                 |
|   | By:                                  | /s/ James G. Stewart |
|   |                                 |   |
|   | Its:                                 | Chief Financial Officer |

 

 

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