**Exhibit10.55**

 
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| ADVANCED **C E L L**TECHNOLOGY |

 

September 29, 1997

 

 

Dr. James Robl, Ph.D.

University ofMassachusetts

Department of Veterinaryand Animal Science

Amherst, MA 01003

 

Re:                               ConsultingAgreement

 

Dear Jim:

 

This letter confirms theAgreement between you and Advanced Cell Technology (“ACT”) under which you willserve on the ACT scientific advisory committee and perform consulting servicesto ACT on the following terms and conditions:

 

1.                                       Services.  The consulting services you will provide are describedin the attached Exhibit A.

 

2.                                       Term.  This Agreement shall be for a period of oneyear commensing from October 1, 1997 and shall automatically renew forsubsequent periods of one year each unless either party notifies the other inwriting of an intention not to renew at least 60 days prior to the end of thethen current period.

 

3.                                       Compensation. The Company will pay you an amount of $48,000.00per annum. Your compensation will accrue from day to day and be payable in oncemonthly installments.  In addition,Advanced Cell Technology agrees to provide you with a one-time signing bonus of$36,000 (thirty-six thousand dollars). It is further understood that theaforementioned signing bonus is a one time only bonus and that subsequentrenewal of this or any similar consulting agreement between the parties willnot include payment of such signing bonus.

 

3.2         Youwill be granted immediately upon the initiation of the 1997 Incentive StockOption Agreement, a fully vested option to purchase twenty thousand (20,000)shares of the Company’s common stock.

 

 

ACT 00528

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The exercise priceshall be $0.25 per share for the aforementioned 20,000 shares.  You will also be eligible to earn, additionaloptions to purchase shares of the Company’s common stock.  The exercise price for these additionaloptions will be in accordance with the following schedule:

 

up to 10,000options at $3.75 per share on the first anniversary date of this signing.

 

a further 10,000options at $3.75 per share on the second anniversary date of this signing.

 

and; a final10,000 options at $3.75 per share on the third anniversary date of thissigning.

 

Any additionaloptions will be granted under the 1997 Incentive Stock Option Agreement andwill be at the current exercise price as determined by that Agreement.

 

All options topurchase common stock of the Company as described in this item shall be subjectto the rules and conditions of the Company’s 1997 Incentive Stock Option Agreementexcept where herein indicated by this item 3.3 (i.e., exercise price and vestingschedule).

 

4.                                       IndependentContractor.  You will provide yourconsulting services as an independent contractor, not as an employee. Nothingherein creates any joint venture, partnership, agency, employment or otherrelationship between us. You acknowledge your responsibility for and agree tocomply with all federal and state tax laws with respect to any payments youreceive under this Agreement.  Youfurther agree not to hold yourself out as or characterize yourself as ouremployee for any purpose.

 

5.                                       Ownershipof Work  You acknowledge that yourconsulting duties may include the making of inventions.  If at any time during your consulting (whetheralone or with any other persons) you evolve or discover any procedures,processes, formulae, methods of production, invention, design, computerprogram, copyright work or other intellectual property (“Intellectual Property”)regarding ACT funded research in ACT facility and not connected with Universityor ACT sponsored University research (for more detailed description, seeAppendix, Category C) you must disclose to the Company full details includingdrawings and models.  This includes any IntellectualProperty which results from any disclosure to you by a client or potentialclient of the Company.  Subject to thefollowing provisions of this section 5 all such ACT (see appendix,Category C) Intellectual Property will hold in trust of the Company and at therequest and expense of the Company you will do all things necessary anddesirable to enable the Company or its nominee to obtain the benefit of theIntellectual Property and to secure patent or appropriate forms of protectionfor ACT throughout the world in the name of the Company or its nominee.  You will treat such Intellectual Property asthe confidential information of the Company unless otherwise instructed by thePresident of ACT.  Since the Companyrecognizes that you are an employee of the University and that the

 

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agreements aresigned by the Company and the University (Research Collaboration Agreementdated April 15, 1996 and Exclusive License Agreement dated April 16, 1996)the following categories of Research Projects and resultant ownership of IPwill govern (see Appendix for a summary of research in each category). Thecategories are:

 

Category A-Research conducted by and/or supervised by you (James Robl) at the Universityunder contract funded by ACT.  All theresearch results and Intellectual Property resulted from this research willbelong to the University and will come under the Research CollaborationAgreement dated April 15, 1996 and the subsequent Exclusive LicenseAgreement dated April 16, 1996 between the Company (ACT) and theUniversity.

 

Category B-Research conducted and/or supervised by you (James Robl) at the University andfunded by sources other than the company (ACT).  Such research and IP developed under CategoryB comes under the specific agreements between that funding agency and does notbelong to the Company (ACT) nor is it part of this Agreement.

 

Category C-Research conducted by and/or supervised by you (James Robl) at an ACT (offUniversity campus) facility on projects funded by ACT will belong totally tothe Company as Company’s Research Results and IP.

 

5.2                                 TheCompany will act reasonably and will not claim rights to any IntellectualProperty that has already occurred to you as an employee of the University ofMassachusetts if and only if it is described in writing and explained to theChief Scientific Officer or Vice President of Research and Development of theCompany before you sign this Agreement and if you have obtained from him awritten disclaimer to that effect and also provided that the invention or ideais not based on the technology derived from Intellectual Property owned by the Company.

 

5.3                                 TheCompany recognizes that through your University work it is possible that youmay make inventions in areas unrelated to the work of the Company.  You should discuss these unrelated inventionsfully with the Chief Scientific Officer to ensure there is no conflict.

 

5.4                                 TheCompany will act reasonably and will disclaim in writing rights to any IntellectualProperty in which it has no interest.  Onlythen will you be free to develop any such idea or discovery in your own rightprovided you do not use the Company’s time, premises, or equipment without theexpress written consent of the Vice President, Research and Development.

 

6.                                       Confidentiality All information relating to ACT’sresearch, projects and business is highly confidential, and you agree to maintainit in 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 other persons.  The restrictions in this paragraph shall notapply to information which: (a) you rightfully had before you learned it fromor about ACT; (b) subsequently becomes known or available to you from a third

 

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Stock Options

 

Stice Stock OptionGrant.  In 1994, StevenL. Stice, Ph.D. was granted a non-qualified option to purchase shares of commonstock of the Company.  Upon theeffectiveness of a**contemplatedreverse stock split, the number of shares of common stock subject to the optionwill be 50,000 shares.  The optionedshares are fully vested and are exercisable one-half (25,000 shares) at $0.25per share and one-half (25,000) shares at $3.75 per share.  The option is non-transferable except thatupon Dr. Stice’s death, his estate may exercise the option for a period ofthree years following the date of his death, or until December 31, 2004,the expiration date of the option, whichever comes first.

 

Proposed RoblStock Option Grant.  Dr. James Robl has an option for 20,000 sharesof Common Stock. Dr. Robl may receive options for up to an additional 30,000shares based on meeting certain research milestones and/or becoming a full-timeemployee of the Company.  It isanticipated that the first 20,000 shares will be granted at an exercise priceof $0.25 per share and the next 30,000 shares will be granted at an exercise priceof $3.75 per share.

 

 

ACT 00534

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party acting lawfully;(c) becomes generally known by publication, commercial use or otherwise,without violation of this Agreement; or (d) you develop independently andwithout reference to or reliance upon any information from or about ACT.

 

7.                                       Conflictof Interest.  During the period ofyour work for us under this Agreement and for 18 months thereafter, you willnot directly or indirectly consult with or work for anyone else engaged in orproposing to engage in commercial exploitation of xenotransplantation,pharmaceutical protein production in transgenic animals or related technology.  Nor during the same period will you engage insuch activity for your own account or hire any of our employees or anyone whowas an employee of ours anytime during the period you worked for us under thisAgreement.  You acknowledge and agreethat the restrictions in this paragraph are necessary to protect ACT’s tradesecrets, which are essential to ACT’s business.

 

8.                                       Remedies. You acknowledge that any violation ofthe restrictions set forth in Paragraphs 6 and 7 of this Agreement mayirreparably damage ACT and that such damage may not be compensable in money.  Consequently, you consent and agree that ACTshall have, in addition to all other rights and remedies as may be available,the right to obtain the issuance of an injunction from any court of competentjurisdiction enjoining any breach of such restrictions.

 

9.                                       Miscellaneous. This letter sets forth our entireAgreement.  It supersedes any prior agreementsrelating to the same matters, whether written or oral.  It may be amended only in writing signed byboth parties.  Either party’s failure toenforce any term or condition of this Agreement shall not be deemed a waiver ofsuch term or condition.  The rights andobligations of both parties under Paragraphs 5, 6, 7 and 8 shall survive anytermination or expiration of this Agreement.  This Agreement is governed by the laws ofMassachusetts without regard to principles of conflicts of laws.  If any provision of this Agreement isunenforceable, it shall be deemed amended to the extent necessary to render itenforceable and the rest of the Agreement shall remain in effect as before.

 

If the foregoing is inaccordance with your understanding and is agreeable, please indicate so bysigning and returning both enclosed copies of this letter.  We will return one fully-executed original toyou for your files.

 
| ACCEPTED AND AGREED |                            |
|---------------------|---------------------------------|
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| James Robl          | Advanced Cell  Technology, Inc. |
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| By:                 | /s/ James Robl                  |   | By: | /s/ [ILLEGIBLE] |   |
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| Date:               | 10-3-97                         |   | Title: | Chairman |   |
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|                | Date:                           |   10/15/97 |   |
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