**Exhibit10.59**

 

MASTER LABORATORYSERVICE AGREEMENT

 

This Master LaboratoryService Agreement (“Agreement”) made as of the 4th day of January, 2001between ADVANCED CELL TECHNOLOGY, Inc. One Innovation Drive, Worcester, MA01605 (hereinafter referred to as Sponsor) and WHITE EAGLE LABORATORIES, INC.,2003 Lower State Road, Doylestown, PA 18901 (hereinafter referred to as “WhiteEagle”) Sponsor and White Eagle hereinafter sometimes referred to as the “parties”).

 

WHEREAS, White Eagle hascertain expertise in the area of collecting oocytes from felines; and providescontract services related thereto; and

 

WHEREAS, Sponsor desiresto engage White Eagle to provide certain services; and

 

WHEREAS, White Eagle andSponsor agree that such services will be provided in accordance with the termsand conditions of this Agreement;

 

NOW THEREFORE, inconsideration of the premises and the mutual covenants contained herein, theparties agree as follows:

 

1.             White Eagle shall perform the services (the “Work”) anddeliver materials (the “Deliverables”) as defined and in accordance withSchedule A attached hereto. If following the execution of this Agreement asignificant change or supplement to the Work or scope of Work is warranted,such change shall be made by a written notification or change order mutuallyagreed upon and signed by the parties prior to the implementation of thechange.

 

In full consideration for all Work to be provided byWhite Eagle hereunder, and for the Deliverables, Sponsor shall pay White Eaglethe total sum of Fifteen Thousand Dollars ($15,000) for each month in whichWork resulting in the collection in oocyte recoveries for Sponsor is conducted.Sponsor shall also pay White Eagle Two Thousand Five Hundred Dollars ($2,500)for each cat used in the Work for embryo transfer.

 

Sponsor shall pay White Eagle Fifteen Thousand Dollarsfor the first month of Work involving oocyte recovery upon acceptance of thisAgreement. White Eagle shall thereafter render to Sponsor an invoice on amonthly basis for additional Work and embryo transfers performed since the dateof the last invoice. Each invoice shall provide sufficient details so thatverification of the Work and/or the Deliverables provided can be thoroughly andquickly ascertained by the person reviewing the invoice. Sponsor agrees thatthe undisputed portion of each invoice shall be payable upon receipt.

 

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2.             It is agreed and understood by the parties that all Workperformed hereunder is part of a non-clinical laboratory study which will beconducted in compliance with and pursuant to all applicable laws, including theFederal Food and Drug Administration Good Laboratory Practices as set forth in21 CFR Part 58, et al., when such is incorporated in protocol.

 

3.             White Eagle agrees that during the course of conductingthe Work hereunder White Eagle will permit authorized representatives of theUnited States Department of Agriculture or the Food and Drug Administration toreview records, raw data and specimens pertaining to Work performed hereunderwhich is in the possession or control of White Eagle. During the performance ofits duties hereunder, White Eagle shall permit authorized representatives ofthe United States Department of Agriculture or the Food and Drug Administrationto inspect its facilities utilized in the performance of Work hereunder. WhiteEagle agrees to accompany such authorized representatives of the United StatesDepartment of Agriculture or the Food and Drug Administration while suchrepresentatives inspect its facilities and to advise Sponsor of such inspectionsto enable Sponsor when practicable, to accompany such authorizedrepresentatives.

 

4.             During the term of this Agreement, White Eagle shallpermit Sponsor or Sponsor Representative to inspect its facilities at mutuallyconvenient times; to monitor the Work through periodic visits and discussionwith appropriate personnel and to review or copy any documentation relating tothe Work being performed under this Agreement.

 

5.             Except for any Deliverables to be delivered to Sponsoras provided in Schedule A, all data, including raw data, tissues, slides,photomicrographs, records and other materials generated during the conduct ofthe studies shall be retained by White Eagle for at least 10 years or as otherwisenecessary to meet regulatory and legal requirements. After the expiration ofsuch requirements, White Eagle will transfer possession of such data to Sponsor.  All such data and materials shall be owned bySponsor and treated by White Eagle as confidential information under Paragraph7 hereof. During, or at the conclusion of the study, Sponsor reserves the rightto request copies of written records, review existing slides, or sampleexisting postmortem tissues. Upon conclusion of the study, White Eagle willtransmit to Sponsor all unused materials that were furnished to White Eagle bySponsor.

 

6.             It is understood and agreed that White Eagle inperformance of its duties and Work hereunder is acting as an independentcontractor and not as an agent or employee of Sponsor.

 

7.             White Eagle understands that in the performance of theWork hereunder, it may obtain knowledge of “confidential information”, ashereinafter defined, relating to the business of Sponsor. As used herein, “confidentialinformation” means any information including without limitation, any formula,pattern, device, plan, process or compilation of information or data which (i)is, or is designed to be, used in the business of Sponsor or results from itsor their research and/or development activities, (ii) is private or confidentialin that it is not generally known or available to the public, and (iii) givesSponsor an opportunity to obtain an advantage over competitors who do not knowor use it. White Eagle shall not, without the written consent of an officer ofSponsor either during the term of this Agreement or for at least a 10 yearperiod thereafter.

 

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(a)                                  useor disclose any such confidential information outside Sponsor;

 

(b)                                 publishany article with respect thereto;

 

(c)                                  exceptin the performance of its services hereunder, remove or aid in the removal fromthe premises of Sponsor any such confidential information or any property ormaterial which relates thereto; or

 

(d)                                 useconfidential information in any manner for White Eagles own benefit or for thebenefit of any third party or parties.

 

White Eagle agrees thatits officers, directors, consultants, and employees shall be bound to theprovisions of confidentiality contained in this paragraph to the same extent asWhite Eagle. White Eagle agrees to protect Sponsor’s confidential informationfrom unauthorized use or disclosure by using the same degree of care as WhiteEagle uses to protect its own confidential information of a like nature, but noless than a reasonable degree of care.

 

8.             It is agreed that this Agreement shall not confer anyright, license, title or interest upon White Eagle in or to any Sponsor patent,process, plan or improvement or any patent or process owned or controlled bySponsor. Sponsor shall own the Deliverables and all inventions and discoveriesresulting from the Work or the Deliverables. White Eagle, upon request and atSponsor’s expense, shall execute any documents or instruments required toreflect its assignments of rights (including any copyrights) in the results ofthe Work and will cooperate in the filing and prosecution of any patentapplications or other intellectual property protections.

 

White Eagle agrees thatit shall not publish the results of any research or Work performed under thisAgreement without the prior written permission of Sponsor.

 

9.             The term of this Agreement shall commence as of 1/4, 2001 and shall continue ineffect until White Eagle’s submission of a final report as provided hereunderor unless terminated sooner as provided herein. Sponsor shall have theprivilege of terminating this Agreement on fourteen (14) days written notice toWhite Eagle prior to the date of termination set forth therein.  In the event Sponsor elects to exercise itsright of termination, it shall pay for Work rendered and Sponsor and White Eagleshall negotiate charges for the remaining Work. Such termination does notrelease White Eagle from its obligation of supplying a written report on thecompleted segment(s) of the study, if so requested by Sponsor.

 

10.           The provisions and obligations of Paragraphs5, 7, 8, and 9 shall survive termination of this Agreement.

 

11.           This Agreement is not assignableexcept that Sponsor may assign this Agreement to an affiliate or to a successorin connection with the merger, consolidation, or sale of all or substantiallyall of its assets or that portion of its business to which this Agreementrelates. Any attempt to assign this Agreement in contravention of thisparagraph shall be null and void.

 

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12.           This Agreement shall be deemed to bea contract under and shall be governed by and construed and enforced inaccordance with the laws of the Commonwealth of Massachusetts, without regardto principles of conflicts of law thereof.

 

13.           All notices required are permitted tobe given hereunder shall be in writing and shall be delivered personally or bymail or telegram, and shall be deemed sufficiently given if and when receivedby the party to be notified at its address first set forth in this Agreement ofif and when mailed by registered or certified mail, postage prepaid, addressedto such party at such address. Either party may, by notice to the other, changeits address for receiving such notices and requests.

 

14.           Each party shall be responsible forthe acts or omissions of its own employees and for any claims of personalinjury or property damage resulting there from. Each party will maintain commerciallyresponsible insurance coverage for its activities under this Agreement.

 

15.           White Eagle shall indemnify and holdSponsor harmless from any and all liability, loss, cost, or expense (includingreasonable attorney’s fees and expenses) which Sponsor may suffer or incurresulting from (a) White Eagle’s, its trustees’, officers’, agents’, oremployees’ failure to comply with any applicable governmental requirements orto adhere to the terms of this Agreement; or (b) the negligent acts or omissionor willful malfeasance of White Eagle, its trustees, officers, agents, oremployees pertaining to the activities to be carried out pursuant to the termsof this Agreement; provided, however, that White Eagle shall not hold Sponsor harmlessfrom claims arising out of the negligence or willful malfeasance of theSponsor, its officers, agents, or employees.

 

16.           Sponsor shall indemnify and holdWhite Eagle harmless from any and all liability and loss which White Eagle maysuffer or incur as a result of any third party claim of any kind whatsoeverarising out of Sponsor’s use of the results of the Work performed by WhiteEagle hereunder, provided, however, that the following is excluded from Sponsor’sobligation to indemnify and hold harmless: (a) White Eagle’s failure to complywith any applicable governmental requirements or to adhere to the terms of theservice; or (b) the negligent or willful malfeasance of White Eagle, its trustees,officers, agents or employees. White Eagle shall notify Sponsor of any thirdparty claim made against it within ten (10) days of knowledge of same if WhiteEagle intends to seek indemnity with respect to such claim under this paragraph. Sponsor shall have the right toundertake, conduct and control, through counsel of its own choosing, thedefense and settlement of any such claim. White Eagle shall have the right tobe represented by counsel of its own choosing, but at its own expense. So longas Sponsor is contesting any such claim in good faith, White Eagle shall notpay or settle such claim.

 

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IN WITNESS WHEREOF, theparties hereto have caused this Agreement to be executed by their respectiveauthorized representatives as of the day and year first above written.

 
| WHITE EAGLE LABORATORIES, INC.         |                |
|----------------------------------------|---------------------|
|                                   |                |
|                                   |                |
| By:                                    | /s/ C. Steven Godin |   |   |
| Printed Name: C. Steven Godin, Ph.D.   |                |
| Its:  Director of Toxicology |                |
|                                   |                |
|                                   |                |
| ADVANCED CELL TECHNOLOGY, INC.         |                |
|                                   |                |
|                                   |                |
| By:                                    | /s/ Jose Cibelli    |   |   |
| Printed Name:                          | Jose Cibelli        |   |
| Its:                                   | VP. RESEARCH        |   |
|                                        |                     |  |  |  |  |  |

 

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