**Exhibit 10.73**

 

[ACT Letterhead]

 

 

January 15, 2005

 

Karen Chapman

308 Ashton Lane

Mill Valley, CA 94941

 

Re:          Consulting Agreement

 

Dear Karen:

This Letter Agreement (“Agreement”)sets forth the terms and conditions under which Karen Chapman will provide Services(as that term is defined below) to A.C.T. Holdings, Inc. and Advanced CellTechnology, Inc. (collectively, “ACT”) :

 

1.             **Services; Warranty**.  The consulting services you will provide aredescribed in the attached Exhibit A (the “Services”). You agree to perform the Services upon the termsand conditions set forth in this Agreement. You agree that you shall performthe Services in an efficient, professional and workmanlike manner, consistent withindustry standards, and shall be free from material error.  You hereby represent and warrant that none ofthe Services will infringe on any copyright, trademark or any other rights ofany third party; and you hereby indemnify and agree to defend ACT against anyloss, claim or liability, including reasonable attorneys’ fees, which may ariseas a result of a breach of the foregoing warranty.  Concurrent with the execution of thisAgreement, you will enter into that certain Patent Assignment Agreement withACT (the “Assignment Agreement”)  withrespect to the transfer of certain Inventions (as that term is defined in theAssignment Agreement) and that certain Confidential Information and InventionAgreement, a copy of which is attached hereto as Exhibit B (the “CIIA”).

 

2.             **Term**.  This Agreement shall be for a period of three(3) years from the date of this until termination in accordance with Paragraph3 of this Agreement, subject to Section 3, below.

 

3.             **Termination**.  Either party may terminate this Agreement upon thirty(30) days written notice to the other party in the event of a material breachof any provision of this Agreement, provided that, the breaching party fails toperform or cure said breach within thirty (30) days after written noticethereof.  Either party may terminate thisAgreement upon ninety (90) days prior written notice to the other party.  Termination of this Agreement under thisSection 3 shall not affect rights and obligations accruing prior to the date oftermination or relating to this Agreement, the Assignment Agreement or

 

 

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the CIIA pertaining to confidentialor proprietary information.  In addition,in the event of a termination under this Agreement, you agree that for 12months following such termination, you will not directly or indirectly consultwith or work for any other third party engaged in or proposing to engage in anyresearch, development or commercial activity competitive with Company or theServices.   Nor during the same periodwill you engage in such activity for his/her own account or hire any ACTemployees or anyone who was an ACT employee anytime during the term of thisAgreement or for a period of 12 months following the termination of thisAgreement.

 

4.             **Payment**.  In consideration of the Services, ACT willpay you a total of $7,500 per year payable in four equal installments of $1875on January 1st , April 1st, July 1st andOctober 1st of each year under this Agreement.

 

5.             **IndependentContractor**.  You willprovide the Services as an independent contractor, not as an employee.  Nothing herein or in the Assignment Agreementor the CIIA creates any joint venture, partnership, agency, employment or otherrelationship between us, and you acknowledge and agree that you shall not havethe right to bind ACT to any agreement with a third party to incur anyobligation or liability on behalf of ACT. You acknowledge your responsibility for and agree to comply with allfederal and state tax laws with respect to any payments you receive under thisAgreement; no fringe or employee benefits are to be provided to you byACT.  You further agree not to holdyourself out as or characterize yourself as our employee for any purpose.

 

6.             **Ownership of Work Product**.   (a) Any Inventions, work, materials, improve­ments,concepts, or ideas and the tangible embodiments of same made or conceived by youin connection with and during the performance of the Services hereunder andrelated to the business of ACT (collectively, the “Work”), shall be the soleand exclusive property of ACT.  Duringthe performance of the Services, you agree to keep adequate written andelectronic records of your work (properly witnessed for use as inventionrecords when appropriate), and you agree to submit such records to ACT whenrequested or at the termination of this Agreement.  You agree that you will not reproduce any portionof such notebook records without the prior express written consent of ACT.  You agree that you will promptly and fullyreport all inventions, improvements, concepts, or ideas to ACT.

 

(b)  To the extent any Work performed by you underthis Agreement is protectable under U.S. Copyright laws, such Work shall beconsidered at “work made for hire” as that phrase is defined by such laws andshall be owned by and for the express benefit of ACT.  In the event it should be established thatany such Work does not qualify as work made for hire, you agree to, and dohereby assign to ACT all of its right, title and interest in and to such Workincluding, but not limited to, all copyrights therein.  You do further hereby assign all of itsright, title and interest in and to all other Works to ACT, including withoutlimitation all patents, trademarks and other proprietary rights relatingthereto, and all extensions and renewals thereof.

 

 

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(c)  Both during the term of this Agreement andthereafter, you shall fully cooperate with ACT in the protection andenforcement of any Inventions or Patent Rights or any intellectual propertyrights that may derive as a result of the work performed by you during the termof this Agreement.  This shall includeexecuting, acknowledging, and delivering to ACT all documents or papers thatmay be necessary to enable ACT to publish or protect said inventions,improvements, and ideas.

 

7.             **Confidentiality.**  All information relating to ACT’s research,projects and business is highly confidential, and you agree to maintain it inthe strictest confidence and use it only in connection with your work for usand not for any other purpose.  Youspecifically agree not to reveal any such information to any otherpersons.  The restrictions in thisparagraph shall not apply to information which: (a) you rightfully had beforeyou learned it from or about ACT; (b) subsequently becomes known or availableto you from a third party acting lawfully; (c) becomes generally known bypublication, commercial use or otherwise, without violation of this Agreement;or (d) you develop independently and without reference to or reliance upon anyinformation from or about ACT.  You agreeto be subject to and bound by the terms and conditions of the CIIA.

8.             **NoConflict**.  Yourepresent that you have not and will not enter into any agreement, arrangementor understanding with any other party that would in any way conflict orinterfere with this Agreement or that would prevent you from performingservices hereunder without the prior written consent of ACT.  You represent that you have the right toperform the consulting and advisory services for ACT as provided in thisAgreement without conflict of interest to others and without violating anyconfidentiality obligations you may have to others.  ACT enters into this Agreement in relianceupon such representation by you.  Youacknowledge and agree that the restrictions in this paragraph are necessary toprotect ACT trade secrets and proprietary information, which are essential to ACT’sbusiness.

9.             **Remedies.**You acknowledge that any violation of the restrictions set forth in Paragraphs6 and 7 of this Agreement may irreparably damage ACT and that such damage maynot be compensable in money. Consequently, you consent and agree that ACT shall have, in addition toall other rights and remedies as may be available, the right to obtain theissuance of an injunction from any court of competent jurisdiction enjoiningany breach of such restrictions.

10.           **Miscellaneous.**  This Agreement, including the AssignmentAgreement and the CIIA, sets forth our entire agreement.  It supersedes any prior agreements relatingto the same matters, whether written or oral. It may be amended only in writing signed by both parties.  Either party’s failure to enforce any term orcondition of this Agreement shall not be deemed a waiver of such term orcondition.  The rights and obligations ofboth parties under Paragraphs 5, 6, 7 and 8 shall survive any termination orexpiration of this Agreement.  ThisAgreement is governed by the laws of Massachusetts without regard to principlesof conflicts of laws.  If any provisionof this Agreement is unenforceable, it shall be deemed amended to the extentnecessary to render it enforceable and the rest of the Agreement shall remainin effect as before.

 

 

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If the foregoingis in accordance with your understanding and is agreeable, please indicate soby signing and returning both enclosed copies of this Agreement.  We will return one fully executed original toyou for your files.

 

 

 

**ACCEPTED AND AGREED**

 
| Karen Chapman          | A.C.T. Holdings, Inc.          |
|------------------------|--------------------------------|
|                   | Advanced Cell Technology, Inc. |
|                   |                           |
| By:                    | /s/ Karen Chapman              |   | By: | /s/ William M. Caldwell, IV |   |
|                   |                           | William M. Caldwell, IV,CEO |
|                   |                           |
| Date: January 15, 2005 | Date: January 15, 2005         |
|                   |                           |
|                        |                                |  |  |  |  |

 

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**EXHIBIT A**

**SERVICES**

 

During the term of this Agreement, Karen Chapman shall provide consultingservices to ACT with respect to the research, development, andcommercialization of stem cell and cloning technologies in the field ofregenerative medicine including, without limitation, the Patent Rights andInventions (as that term is defined in the Assignment Agreement).  This consulting may require travel to ACT(Worcester, MA) from time to time. Reasonable travel costs will be paid by ACT.  The consulting duties will vary and involvethose items that the parties agree upon from time to time.

 

 

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