**Exhibit 10.63**

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**MATERIALSTRANSFER AGREEMENT**

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ThisAgreement is among Advanced Cell Technology, Inc. (“ACT”), IPK (“TheInstitution”) and ANNA WOBUS IPK (“Researcher”). The Institution and theResearcher are collectively referred to in this Agreement as the “Recipients.”

 

The parties 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:

 

DNA               9-19         CMV-gfp

DNA               9-52         NSE-gfp

DNA               9-57         TM-gfp

 

“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 cellline, 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 or supernatant bynon-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:

 

Transfection of cells, selection of neo-resistantclones, and differentiation in to dopaminergic neurons, and gene expression.

 

TheRecipients shall use the Materials only in compliance with all applicablefederal, state and local laws and regulations. The Recipients shall not use theMaterials in any in vivo experiments on human subjects without the priorwritten consent of ACT

 

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3.               **Limited Disposition of Materials****.**   TheMaterials shall remain on the premises of the Institution.  The Recipient shall not distribute anyMaterials to any third party other than employees or students of Institutionwho are working under the supervision of Researcher. Upon completion of theresearch, or sooner at the request of ACT, the Recipient shall at the instructionof ACT either destroy or return any unused Materials.

 

4.               **Ownership of Materials****.**    TheRecipient acknowledges and agrees that all title and intellectual propertyrights in the Materials are and shall be owned by ACT. The Recipient agrees toexecute and deliver and documents of assignment or conveyance to effectuate theownership rights of ACT in the Materials.

 

5.               **Ownership of IntellectualProperty****.**   TheResearcher shall promptly inform ACT they intend to commercialize, to file apatent application claiming, or to assert any intellectual property rights inany research results obtained using the Materials. ACT agrees to negotiate ingood faith their respective ownership of the research results and anyintellectual property rights therein based on their relative contributions tosuch rights and on any applicable laws relating to ownership of such rights,including without limitation those relating to inventorship and authorship.

 

6.               **License Option to ACT****.**   Recipients shall notify ACT promptly of any discoveries, inventions,data, modifications, new substances, and other results of any research usingthe Materials (“Research Results”).  Tothe extent permitted by law and any conflicting obligations to non-profitsponsors of research, the Recipient hereby grants ACT a first option to obtainan exclusive, worldwide license under any intellectual property rights in any ResearchResults (the “License Option”).  ACT mayexercise the License Option upon written notice and the Recipient within thirty(30) days from the date upon which ACT receives notice of the relevant ResearchResults. In the event that ACT elects to exercise the License Option, theparties shall attempt to negotiate in good faith to license agreement containingcommercially reasonable terms and pricing. If the parties are unable to reach agreement within ninety (90) daysafter the date upon which ACT exercised the license option (the “NegotiationPeriod”).  Then the Recipient will befree to offer such rights to third parties; provided, however, that for aperiod of one (1) year after the Negotiation Period 

 

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theRecipient may only offer such rights to third parties on terms and pricing whichin the aggregate are no more favorable than those last offered to ACT, unlessthe more favorable terms and pricing have first been offered in writing to ACTand either (i) ACT has declined in writing to accept such terms and pricing or(ii) ACT has not responded after a period of thirty (30) days from the date ofsuch offer. The Recipient shall not use the Materials in research that issubject to a licensing obligation to another commercial entity without theprior written consent of ACT.

 

7.               **Publication Rights****.**   Researchershall have the unrestricted right to publish the results of any research usingthe Materials; however, in order to prevent the inadvertent loss of patent rights,the Recipients shall provide ACT with pre-prints or abstracts of any proposed presentationor paper describing any Research Results at least sixty (60) days prior to publication.

 

8.               **No Warranties****.**   Any Materials delivered pursuant to thisAgreement are understood to be experimental in nature and may have hazardous properties.ACT MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND. EITHER EXPRESSOR IMPLIED. WITH RESPECT TO THE MATERIALS, AND SPECIFICALLY DISCLAIMS ANY IMPLIEDWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THEUSE OF THE MATERIALS WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHTSOF A THIRD PARTY.

 

9.               **Indemnification****.** The Recipient assumes all liability fordamages which may arise from the use, storage, or disposal of the Materials.  To the extent permitted by applicable law, ACTagrees to indemnify, defend, and hold harmless its directors, officers,representatives, employees, and agent gains all losses, expenses (includingwithout limitation any legal expenses), claims, demands, suits, or otheractions arising from the use, storage, or disposal of the Materials by theRecipient, except to the extent caused by the recklessness or willful misconductof ACT.

 

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The parties hereby executethis Agreement effective as the date last written below.

 
| **INSTITUTION**                   | **RESEARCHER**             |
|-----------------------------------|----------------------------|
|                              |                       |
|                              |                       |
| By:                               |                       |   | By:  |   |   |
| Name:                             | Name:                      |
| Title:                            | Title:                     |
| Date:                             | Date:                      |
|                              |                       |
|                              |                       |
| **ADVANCED CELL TECHNOLOGY**      |                       |
|                              |                       |
|                              |                       |
| By:                               | /s/ Jose B. Cibelli        |   |   |
| Name:                             | Jose B. Cibelli, Ph.D.     |   |
| Title:                            | Vice President of Research |   |
| Date:  JAN - 19  - 2000 |                       |
|                                   |                            |  |  |  |  |  |  |

 

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