**Exhibit 10.66**

 

**MATERIALS TRANSFER AGREEMENT**

 

ThisAgreement is among Advanced Cell Technology, Inc. (“ACT”), and CharlotteFarin, Ph.D. and Peter Farin, D.V.M., Ph.D. (Dr. Charlotte Farin and Dr.Peter Farin collectively referred to herein as “Researcher”), professors atNorth Carolina State University in Raleigh, North Carolina (“The Institution”).The Institution and the Researcher are collectively referred to in thisAgreement as the “Recipients.”

 

Theparties hereby agree as follows:

 

**1.****                                     ****Requested Materials.** The term “Materials” shall mean thefollowing tangible materials that are requested by Researcher and furnished byACT under the terms of this Agreement:

 

Threecloned gaur fetuses

 

“Materials”shall also include any other materials routinely produced through use of suchtangible materials, including, for example, any progeny derived from a cellline, monoclonal antibodies produced by hybridoma cells, DNA or RNA replicatedfrom isolated DNA or RNA, recombinant proteins produced by a recombinant cell line,recombinant proteins produced through use of isolated DNA or RNA, andsubstances routinely purified from any source material included in thematerials (such as recombinant proteins isolated from a cell extract orsupernatant by non-proprietary affinity purification methods).

 

**2.****                                     ****Limited Use of Materials.** The Recipients agree to use the Materialsonly for the following experimental research under the direct supervision ofResearcher, and not for any other purpose:

 

Toevaluate the fetuses for any gross developmental abnormalities

 

Inconsideration of the evaluation of the Materials, ACT shall include Recipientsas authors in any publication(s) making use of results obtained from saidevaluation.

 

**3.****                                     ****Compliance with Law; No Use WithExperiments on Human Subjects.** The Recipients shall use the Materials only in compliance with allapplicable federal, state and local laws and regulations. The Recipients shallnot use the Materials in any in vivo experiments on human subjectswithout the prior written consent of ACT.

 

**4.****                                     ****Limited Disposition of Materials.** The Materials shall remain on the premisesof the Institution. The Recipient shall not distribute any Materials to anythird party other than employees or students of Institution who are workingunder the supervision of Researcher. Upon completion of the research, or soonerat the request of ACT, the Recipient shall at the Instruction of ACT eitherdestroy or return any unused Materials.

 

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**5.****                                     ****Ownership of Materials.** The Recipient acknowledge and agrees thatall title and intellectual property rights in the Materials are and shall beowned by ACT. The Recipient agrees to execute and deliver and documents ofassignment or conveyance to effectuate the ownership rights of ACT in theMaterials.

 

**6*.******                                     *****Ownership of IntellectualProperty.** The Researchershall promptly inform ACT they intend to commercialize, to file a patentapplication claiming, or to assert any intellectual property rights in anyresearch results obtained using the Materials. ACT agrees to negotiate in goodfaith their respective ownership of the research results and any intellectualproperty rights therein based on their relative contributions to such rightsand on any applicable laws relating to ownership of such rights, includingwithout limitation those relating to inventorship and authorship.

 

**7.****                                     ****License Option to ACT.** Recipients shall notify ACT promptly of anydiscoveries, inventions, data, modifications, new substances, and other resultsof any research using the Materials (“Research Results”). To the extentpermitted by law and any conflicting obligations to non-profit sponsors ofresearch, the Recipient hereby grants ACT a first option to obtain anexclusive, worldwide license under any intellectual property rights in anyResearch Results (the “License Option”). ACT may exercise the License Option uponwritten notice and the Recipient within thirty (30) days from the date uponwhich ACT receives notice of the relevant Research Results. In the event thatACT elects to exercise the License Option, the parties shall attempt tonegotiate in good faith the license agreement containing commerciallyreasonable terms and pricing. If the parties are unable to reach agreementwithin ninety (90) days after the date upon which ACT exercised the licenseoption (the “Negotiation Period”). Then the Recipient will be free to offersuch rights to third parties; provided, however, that for a period of one (1) yearafter the Negotiation Period the Recipient may only offer such rights to thirdparties on terms and pricing which in the aggregate are no more favorable thanthose last offered to ACT, unless more favorable terms and pricing have firstbeen offered in writing to ACT and either (i) ACT has declined in writingto accept such terms and pricing or (ii) ACT has not responded after aperiod of thirty (30) days from the date of such offer. The Recipient shall notuse the Materials in research that is subject to a licensing obligation to anothercommercial entity without the prior written consent of ACT.

 

**8.****                                     ****Publication Rights.** Researcher shall have the unrestricted rightto publish the results of any research using the Materials; however, in orderto prevent the inadvertent loss of patent rights, the Recipients, shall provideACT with pre-prints or abstracts of any proposed presentation or paperdescribing any Research Results at least sixty (60) days prior to publication.

 

**9.****                                     ****No Warranties.** Any Materials delivered pursuant to thisAgreement are understood to be experimental in nature and may have hazardousproperties. **ACT MAKES NO REPRESENTATIONS AND EXTENDS NOWARRANTIES OF ANY KIND. EITHER EXPRESSED OR IMPLIED. WITH RESPECT TO THEMATERIALS, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITYOR FITNESS FOR A PARTICULAR PURPOSE, OR**

 

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**THAT THE****USE****OF THE MATERIALS****WILL****NOTINFRINGE ANY PATENT OR OTHER PROPRIETARY****RIGHTS****OF****A****THIRDPARTY.**

 

**10.****                               Indemnification.**The Recipient assumes all liability for damages which may arise from the use, storage, or disposal of theMaterials. To the extent permitted by law,each party shall indemnify and hold the other harmless from any costs andexpenses, including reasonable attorneys’ fees, resulting from any claim or demandarising from a breach of any of the terms or conditions of this Agreement.

 

The partieshereby Execute this Agreement effective as the date last written below.

 

 
|               | ADVANCED CELL TECHNOLOGY,  INC.   |
|--------------------|-----------------------------------|
|               |                              |
|               |                              |   |   |
| /s/ Philip Damiani |                              | By: | /s/ Robert Lanza M.D |   |
| Witness            | Printed Name:                     | Robert Lanza M.D |   |
|               | Title:                            | VP Bust sci. Development |   |
|               |                              |
|               |                              | By: | /s/ Charlotte E. Farin |   |
| Witness            | Printed Name:                     | Charlotte E. Farin |   |
|               | Title:                            | Professor – North Carolina  State University |   |
|               |                              |
|               |                              | By: | /s/ Peter Farin |   |
| Witness            | Printed Name:                     | Peter Farin |   |
|               | Title:                            | Professor – North Carolina  State University |   |
|               |                              |
|               | Approved  for NC State University |
|               |                              |
|               |                              | By: | /s/ Mark  Crewell |   |
| Witness            | Printed Name:                     |  Mark  Crewell |   |
|               | Title:                            | Associate  Vice Chancellor forTechnology Transfer &  Industry Research |
|               |                              | 3/20/00 |
|                    |                                   |  |  |  |  |  |  |  |  |  |  |  |

 

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