**Exhibit 10.2**

[Confidential treatment has been requested withrespect to the omitted portions of this exhibit. This copy omits informationsubject to a confidentiality request filed with the Securities and ExchangeCommission. Omissions are designated with the characters [***]. A completeversion of this exhibit has been filed separately with the Securities andExchange Commission along with the request for confidential treatment.]

# EXCLUSIVE LICENSEAGREEMENT

This Exclusive License Agreement (“Agreement”),effective as of May 9, 2006 (the “Effective Date”), is between Kirin BeerKabushiki Kaisha, a Japanese corporation with offices located at 10-1,Shinkawa 2-Chome, Chuo-Ku, Tokyo, Japan 104-8288 (“Kirin”),and any of its subsidiaries, including Aurox, LLC, a Delaware limited liabilitycompany (“Aurox”), Hematech, LLC, a Delaware limited liability company (“Hematech”),and Kirin SD, Inc., a Delaware corporation, (“Kirin SD”), all with officeslocated at Hamlet Professional Building, 4001 Valhalla Boulevard, Suite 103,Sioux Falls, SD 57106, (Kirin, Aurox, Hematech and Kirin SD referred tocollectively herein as “Licensor”), and Advanced Cell Technology, Inc., aDelaware corporation with offices located at 1201 Harbor Bay Parkway, Suite 120,Alameda, California 94502 (“ACT” or “Licensee”) (Licensee and Licensorsometimes hereinafter referred to individually as a “Party” and collectively asthe “Parties”).

R EC I T A L S

WHEREAS, thePatent Rights have been the subject of litigation in Massachusetts SuperiorCourt in the case styled as *University ofMassachusetts v. Robl & Collas*, No. 03 0445 BLS2 (Mass. Super.Ct., Suffolk County) (the “Litigation”); and

WHEREAS, pursuantto the terms of the Exclusive License Agreement dated April 1, 2003between Licensee and the University of Massachusetts (the “UMass License”),Licensee has an exclusive license from the University of Massachusetts tointellectual property that has been the subject of the Litigation; and

WHEREAS, theparties to the Litigation have proposed to settle the Litigation as provided inthe Settlement Agreement dated February 3, 2006 between the University ofMassachusetts and Drs. James Robl and Philippe Collas (the “SettlementAgreement”); and

WHEREAS, as aresult of the settlement of the Litigation Licensor is the owner by assignmentof the Patent Rights; and

WHEREAS, Licenseeis a third-party beneficiary of the Settlement Agreement, and the license ofthe Patent Rights to Licensee as provided in this Agreement is a condition toLicensee not contesting the terms of the Settlement Agreement as an interestedparty to the Litigation;

WHEREAS, Licensorhas agreed to grant Licensee a license to the Patent Rights in accordance withthe terms of this Agreement; and

NOW, THEREFORE, in consideration of the premises andthe mutual covenants contained herein, the Parties agree as follows:

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# ARTICLE 1 -DEFINITIONS

For the purposes of this Agreement, the followingwords and phrases shall have the following meanings:

1. Definitions.

1.1  “Affiliate” means any corporation, partnershipor other legal entity other than a Party, in whatever country organized,controlling, controlled by or under common control with a Party, but only solong as such control continues to exist. For purposes of this Section 1.1,“control” (a) means possession, directly or indirectly, of the power todirect or cause the direction of the management and policies of an entity,whether through ownership of voting securities, by contract or otherwise and (b) “control”shall be assumed if a Party owns, directly or indirectly through one or moreAffiliates, of fifty percent (50%) or more of the shares of stock entitled tovote for the election of directors, in the case of a corporation, or fiftypercent (50%) or more of the equity interests in the case of any other type oflegal entity.

1.2  “Combination Product” means a product thatcontains a Licensed Product component and at least one other component that hasindependent therapeutic or diagnostic utility, could reasonably be soldseparately and has economic value on its own.

1.3  “Control” or “Controlled” means, with respectto any Patent Rights of Licensor or Confidential Information of  the Parties, the possession by Licensor ofthe ability to grant a license or sublicense of such Patent Rights or the abilityof the Parties to disclose such Confidential Information as provided for hereinwithout the payment of additional consideration to, and without violating theterms of any agreement or arrangement with, any third party.

1.4  “ExclusiveACT Field” means research, development, manufacture and sale of therapeutic anddiagnostic human cell products, including diagnostic products made in whole orin part of human cells or products made from human cells; *provided, however,*that the Exclusive ACTField shall not include the following: (1) cloned or chimeric mosaicnon-human animals, tissues, and cells, and the creation and production thereof,both transgenic and non-transgenic; (2) all products or by-productscomprised of, made in, produced by, derived from, extracted from or isolatedfrom such non-human animals, tissues, and cells; and (3) all associateduses of, and services relating to, such non-human animals, tissues, cells,products and by-products.

1.5  “Improvement Patents” means any patents andpatent applications (other than, and filed subsequent to, the Applicationslisted in Exhibit A ) (a) owned and Controlled solely by  Hematech LLC, Aurox LLC, or Kirin SD orco-owned by Hematech LLC, Aurox LLC, or Kirin SD with any Third Party, so longas the Third Party co-ownership agreement does not prohibit Hematech LLC, AuroxLLC, or Kirin SD from granting such rights as contemplated herein; *provided, however,*that Hematech LLC,Aurox LLC, and Kirin SD agree not to enter into any Third Party co-ownershipagreements for the purpose of prohibiting them from granting such rights ascontemplated herein, (b) (i) relating to the specification or claimsof the Patent Rights, which are (ii) useful, necessary or required todevelop or manufacture Licensed Products or to provide Licensed Services withinthe Exclusive ACT Field, and (c) the claims of which cover subject matterthat could not be practiced without infringing the Patent Rights, together ineach case with all related continuation, continuations-in-part,divisional, reissue,  renewal, extension,

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substitution and reexamination patents and patentapplications, and all corresponding foreign or other counterpart patents andpatent applications.

1.6           “Licensed Product” means any product,the development, use, manufacture or selling of which would infringe one ormore Valid Claims under the Patent Rights, but for the license granted herein.

1.7           “Licensed Service” means any servicethat cannot be performed without using at least one process that, but for thelicense granted herein, would infringe one or more Valid Claims under thePatent Rights.

1.8           “Licensee” means Advanced CellTechnology, Inc. and any Affiliate of Advanced Cell Technology, Inc.

1.9           “NetSales” means the invoiced amount  onsales by Licensee or its Affiliates or sublicensees of Royalty-bearing LicensedProducts and Royalty-bearing Licensed Services to any person or entity, less,to the extent applicable, the following:

(a)  commercially reasonable discounts actuallyallowed and taken;

(b)  sales, tariff and import duties, use and othertaxes or governmental charges directly imposed with reference to particularsales to the extent such items are included in the invoiced amount;

(c)  packaging, transportation and insuranceprepaid or allowed to the extent included in the gross invoiced sales price;and

(d)  commerciallyreasonable amounts repaid, allowed or credited on returns or rejection.

Sales of Royalty-bearingLicensed Products and Royalty-bearing Licensed Services by Licensee, or anAffiliate or sublicensee of Licensee, to any Affiliate or sublicensee which isa reseller thereof shall be excluded, and only the subsequent sale of suchRoyalty-bearing Licensed Product or Royalty-bearing Licensed Service by suchAffiliate(s) or sublicense(s) to a Third Party(s) shall bedeemed Net Sales hereunder.

In the case ofCombination Products, Net Sales means the total invoice amount earned on salesby Licensee or its Affiliates of Combination Products to any third person orentity (except for an Affiliate of Licensee), less, to the extent applicable,the deductions set forth above, multiplied by a proration factor that isdetermined as follows:

(i)   If all components of the Combination Productwere sold separately during the same or immediately preceding calendar quarter,the proration factor shall be determined by the formula [A/(A+B)], where A isthe average invoice amount earned on the Licensed Product during such periodwhen sold separately in finished form, and B is the average invoice amountearned on all other active components of the Combination Product during suchperiod when sold separately in finished form; or

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(ii)  if all components of the Combination Productwere not sold separately during the same or immediately preceding calendarquarter, the proration factor shall be determined by the formula [C/(C+D)],where C is the average fully absorbed cost of the Licensed Product componentduring the prior quarter and D is the average fully absorbed cost of all otheractive components of the Combination Product during the prior quarter.

1.10         “Patent Rights” means (a) thepatent applications owned and Controlled by Licensor listed in Exhibit A,(“Applications”); (b) any continuations, continuations-in-part,divisionals, renewals, reissues, reexaminations, or extensions thereof,  and patents issuing therefrom; (c) anyImprovement Patents; and (d) all foreign equivalents of subsections (a),(b), and (c).   The Parties acknowledgeand agree that Exhibit A may hereafter be amended from time to timeto reflect changes to the identification of the Patent Rights.

1.11         “Royalty-bearing Licensed Product”means any product, the development, making, use, manufacture, offer for sale,or selling of which would infringe one or more Valid Claim of any patentincluded in the Patent Rights derived from U.S. Application Serial No. 10/910,156or its progeny or foreign counterparts identified in Exhibit A, orImprovement Patents thereof.

1.12         “Royalty-bearing Licensed Service”means any service that cannot be performed without using at least one processthat, but for the license granted herein would infringe one or more Valid Claimof any patent included in the Patent Rights derived from U.S. ApplicationSerial No. 10/910,156 or its progeny or foreign counterparts identified inExhibit A, or Improvement Patents thereof.

1.13         “Territory” means the world.

1.14         “Third Party” means any person orentity other than Licensor, Licensee, a sublicense of Licensee, or an Affiliateof any of them.

1.14         “Valid Claim” means (a) a claim ofany issued and unexpired United States or foreign patent within the PatentRights which has not lapsed or become abandoned or been declared invalid orunenforceable by a court of competent jurisdiction or an administrative agencyfrom which no appeal can be or has been taken within the time allowed for suchappeal and which has not been disclaimed or admitted to be invalid orunenforceable through reissue, disclaimer or otherwise, or (b) to theextent rights are granted by a governmental patent authority thereunder (i.e.,to the extent that the owner would be able to enforce a right to a patentroyalty thereunder under applicable patent law), a claim of a pending patentapplication within the Patent Rights.

For purposes of thisAgreement, except as otherwise expressly provided herein or unless the contextotherwise requires:  (a) the useherein of the plural shall include the single and *vice versa*and the use of the masculine shall include the feminine; (b) unlessotherwise set forth herein, the use of the term “including” or “includes” means“including [includes] but [is] not limited to”; and (c) the words “herein,”“hereof,” “hereunder” and other words of similar import refer to this Agreementas a whole and not to any particular provision. Additional terms may be definedthroughout this Agreement.

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# ARTICLE 2 — GRANT &COMMERCIALIZATION OBLIGATIONS

2.1           License Grant. Subject to theterms and conditions of this Agreement, Licensor hereby grants to Licensee andits Affiliates a worldwide, royalty-bearing (to the extent provided herein),license to the Patent Rights, including the right to sublicense, to the maximumextent permitted by applicable law under its rights in the Patent Rights, toresearch, develop, make, have made, use, sell, offer for sale, import, export,reproduce, distribute, perform and display, and otherwise dispose of LicensedProducts, and to develop and perform Licensed Services, in the Territory in theExclusive ACT Field. Licensor acknowledges, understands and agrees that underthe license granted herein to Licensee, Licensee has the right to utilize thePatent Rights in the conduct of research, preclinical studies or other work inthe Exclusive ACT Field or directed to the ultimate development and manufactureof Licensed Products and/or Licensed Services in the Exclusive ACT Field.

2.2           Improvement Patents. Licensoragrees to use commercially reasonable efforts to provide to Licensee a periodicwritten report of all Improvement Patents, provided that such reports shall bedeemed Confidential Information subject to the provisions of Article 7 ofthis Agreement, and all such Improvement Patents are and shall be consideredincluded in the Patent Rights and automatically licensed to Licensee pursuantto Article 2 of this Agreement.

2.3           Sublicenses to Patent Rights. Subjectto the terms of this Agreement, Licensee shall have the right to grant furthersublicenses to or under the Patent Rights in the Exclusive ACT Field. Licenseeshall provide Licensor with a copy of all sublicense agreements of the PatentRights promptly after the execution of any such sublicense, which shall bedeemed Licensee’s Confidential Information subject to the provisions of Article 7of this Agreement.

2.4           Retained Rights. Licenseeacknowledges that Licensor shall retain the right to exploit the Patent Rightsfor all applications; *provided, however,*that with respect to the Exclusive ACT Field, Licensor shall have no right tofurther sublicense the Patent Rights in the Exclusive ACT Field. Licenseeacknowledges, understands and agrees that under the retained rights providedherein, Licensor has the right to engage in contract research and sponsoredresearch directed to commercialization of the Patent Rights by Licensor for allapplications.

2.5           Commercialization Obligations.Licensee will exercise commercially reasonable efforts and diligence indeveloping and commercializing Royalty-bearing Licensed Products andRoyalty-bearing Licensed Services in the Exclusive ACT Field, such reasonableefforts and diligence to be in accordance with the efforts and resourcesLicensee would use for a product candidate owned by it or to which it hasrights, which is of similar market potential as the applicable Royalty-bearingLicensed Product or Royalty-bearing Licensed Service, taking into account thecompetitiveness of the marketplace, the proprietary position of theRoyalty-bearing Licensed Product or Royalty-bearing Licensed Service, therelative potential safety and efficacy of the Royalty-bearing Licensed Productor Royalty-bearing Licensed Service and the cost of goods and availability ofcapacity to manufacture and supply the Royalty-bearing Licensed Product orRoyalty-bearing Licensed Service at commercial scale.

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ARTICLE 3 -CONSIDERATION

3.1           In partial consideration of therights and licenses granted to Licensee by Licensor in this Agreement, Licenseeagrees to pay to Licensors the sum of [***] within 7 (seven) days after theexecution of this Agreement by the Parties.

3.2           Royalties.

(a)           In partial consideration of thelicense rights and licenses granted by Licensor to Licensee in this Agreement,Licensee agrees to pay to Licensor a royalty of [***] percent ([***]%) of theNet Sales of all Royalty-bearing Licensed Products and Royalty-bearing LicensedServices.

For the avoidance ofdoubt, no multiple royalties shall be payable because any Royalty-bearing Licensed Product or Royalty-bearing Licensed Service is covered bymore than one patent or patent application within the Patent Rights.

(b)           The obligation of Licensee to payroyalties on sales of Royalty-bearing LicensedProducts or Royalty-bearing Licensed Services covered by a Valid Claim of thePatent Rights shall terminate on a country-by-country basis concurrently withthe expiration or termination of the last applicable Valid Claim within thePatent Rights in the country in the Territory in which the Royalty-bearing Licensed Product or Royalty-bearing Licensed Service is sold.

3.3           Minimum Annual Royalty. Subjectto the terms and conditions of this Agreement, commencing with calendar year2006, Licensee shall pay to Licensor the following minimum royalty payments:

| For calendar year 2006:                                                                       |   | $[***] |
|-----------------------------------------------------------------------------------------------|--------|--------|
| For calendar  year 2007:                                                                      |   | $[***] |
| For calendar  year 2008 and each calendar year thereafter during the term of this  Agreement: |   | $[***] |

 

In the event thatthe annual royalties on Net Sales paid by Licensee for the applicable year isless than the minimum annual royalty due for such year, Licensee shall pay thedifference to Licensor no later than forty-five (45) days following the end ofeach applicable calendar year. In the event that the annual royalties on NetSales paid by Licensee for the applicable year is equal to or greater than theminimum annual royalty due for such year, then Licensee shall have satisfiedthe minimum annual royalty obligations for such year. If Licensee fails to makethe payment to satisfy the minimum annual royalty obligations hereunder withinsaid forty-five (45) day period, such failure shall constitute a materialbreach of Licensee’s obligations under this Agreement and Licensor shall havethe right, but not the obligation, to terminate this Agreement as set forth in Section 7.2

The obligation ofLicensee to pay a minimum annual royalty payment shall terminate concurrentlywith the expiration or termination of the last applicable Valid Claim withinthe 

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Patent Rights in theTerritory, or ten (10) years after the Effective Date if no such patentshave issued within that ten-year period, whichever is longer.

3.4           Sublicense Income. In theevent Licensee or its Affiliate(s) or sublicensee(s) grants anysublicenses under this Agreement to a Third Party(s), or grants a Third Party(s) rightsto research, develop, make, have made, use, sell, offer for sale, import,export, reproduce, distribute, perform and display, or otherwise dispose ofLicensed Products, or to develop or perform Licensed Services, then in lieu ofthe royalties set forth in Section 3.2(a), Licensee shall pay Licensor [***]percent ([***]%) of all royalties and other value, including stock, received byLicensee from such Third Party(s) (“Sublicense Income”) in considerationfor the grant(s) of such sublicense(s) or other rights, but in noevent shall Licensor receive, on a country-by-country basis, less than [***]percent ([***]%) of the aggregate Net Sales of the Licensed Product or LicensedService in a particular country where such Third Party rights with respect tothe Licensed Product or Licensed Service have been granted by Licensee or itsAffiliates or sublicensees.

 3.5          ThirdParty Royalties. In the event that Licensee is required to make, andactually does make, royalty payments to one or more third parties for a licenseto an issued patent or patents (“Third Party Payments”) in order to make, havemade, use, import, sell or offer for sale Royalty-bearing Licensed Products orto perform Royalty-bearing Licensed Services, in the absence of which suchRoyalty-bearing Licensed Product or Royalty-bearing Licensed Service could notlegally be used or sold or performed in such country, and the resultingaggregate royalty rate owed by Licensee is [***]% or greater, then, Licenseemay reduce the royalties  due Licensorpursuant to Section 3.2(a) above for such Royalty-bearing LicensedProduct or Royalty-bearing Licensed Service on the same proportionate basis asall other Third Party royalties are reduced in the same royalty period . However,the royalty payments due Licensor under Section 3.2(a) may never bereduced by more than [***] percent ([***]%) in any royalty period.

3.6           Payment Method. All paymentsdue under this Agreement shall be paid to Licensor in  Sioux Falls, South Dakota, U.S.A., and shallbe made in United States currency without deduction for taxes, assessments,exchanges, collection or other charges of any kind; provided, however, that anywithholding tax required to be withheld by Licensee on royalty payments underthe laws of any country in the Territory for the account of Licensor will bepromptly paid by Licensee for and on behalf of Licensor to the appropriategovernmental authority, and Licensee will furnish Licensor with proof ofpayment of such tax. Any such tax actually paid on behalf of Licensor may bededucted from royalty payments or Sublicense Income due Licensor. Conversion offoreign currency to U.S. dollars shall be made at the conversion rate reportedin The Wall Street Journal on the last working day of the calendar quarter towhich the payment relates.

3.7           Late Fee. Licensee shall payLicensor interest on any overdue amounts at the rate of [***] percent ([***]%)per month and [***] percent ([***]%) per annum, from the date when such paymentshould have been made.

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ARTICLE4 - REPORTS AND RECORDS

4.1           Licensor Audit Rights. Licenseeshall keep and cause its Affiliates and sublicensees to keep full, true andaccurate books of account containing all particulars necessary for the purposeof showing the amounts payable to Licensor hereunder. Said books of accountshall be kept at Licensee’s principal place of business for three (3) yearsfollowing the end of the calendar year to which they pertain. Said books andthe supporting data shall be open upon reasonable advance notice duringLicensee’s normal business hours (and no more frequently than once per calendaryear) for three (3) years following the end of the calendar year to whichthey pertain, to the inspection of an independent auditor reasonably acceptableto Licensee for the purpose of verifying Licensee’s royalty statement orcompliance with payment obligations under this Agreement. If any such auditdetermines that the reported payments to Licensor were less than ninety percent(90%) of the actual amount due to Licensor for the calendar year in question, Licenseeshall bear the reasonable cost of such auditor’s inspection and pay anyundisputed deficit amounts within 30 days. In all other cases, Licensor shallpay the costs of the audit. All information disclosed pursuant to an auditshall be treated as Licensee’s Confidential Information and, other than theamount of any shortfall, which may be disclosed to Licensor, shall not bedisclosed to any third party or used for any purpose other than to determinethe correctness of Licensee’s royalty statement or payment obligations underthis Agreement.

4.2           Licensee Reports. After thefirst commercial sale of a Royalty-bearing Licensed Product or Royalty-bearingLicensed Service, Licensee, within forty-five (45) days after June 30 and December 31,of each year, shall deliver to Licensor a true and accurate report, giving suchparticulars of the business conducted by Licensee during the preceding six-monthperiod under this Agreement necessary for the purpose of accounting hereunder. Withoutlimiting the generality of the foregoing, these reports shall include thefollowing:

(a)    number ofRoyalty-bearing Licensed Products manufactured by Licensee, its Affiliates, orsublicensees, or by any third party on Licensee’s behalf;

(b)    number ofRoyalty-bearing Licensed Products sold by Licensee and its Affiliates andsublicensees;

(c)    totalreceipts for Royalty-bearing Licensed Products sold by Licensee and itsAffiliates and sublicensees;

(d)    totalreceipts for all Royalty-bearing Licensed Services sold by Licensee and its Affiliatesand sublicensees;

(e)    deductionsapplicable as provided in Section 1.9.

In the eventLicensee or an Affiliate grants a sublicense under Section 2.3, suchsublicenses shall require the sublicensee to account for and report its NetSales of Licensed Products or Licensed Services to Licensee on the same basisas if such sales were Net Sales of Licensed Products or Licensed Services byLicensee so that Licensee may use such information to make payments consistentwith the requirements of Section 3.4.

4.3           Royalty Report. With each suchreport submitted, Licensee shall pay to Licensor the royalties due and payableunder this Agreement. If no royalties on Net Sales shall be due, Licensee shallso report. All information disclosed in such report shall be Licensee’sConfidential Information.

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ARTICLE5 — PATENT RIGHTS

5.1           Responsibility for the PatentRights. Subject to the terms of this Agreement and the SettlementAgreement, Licensor shall be responsible for and shall control the preparation,filing, prosecution and maintenance of the Patent Rights. The costs of filing,prosecution and maintenance (including without limitation the payment of allgovernment fees in any given country required to maintain the Patent Rights)shall be borne by Licensor, except as provided in Section 5.2.

5.2           Abandonment. Licensor will notallow any patent or patent application within the Patent Rights to becomeexpired or abandoned without giving (a) written notice to Licensee atleast thirty (30) business days prior to the final due date for any requiredcommunication, response to office action, filing, or payment, failure to meetwhich would result in expiration or abandonment of the patent or patentapplication, and (b) Licensee the right to assume responsibility forpayment of costs for such patent or patent application. If Licensee so elects,Licensor shall continue to be responsible for the preparation, filing,prosecution, and maintenance of the Patent Rights, but at Licensee’s directionand at Licensee’s expense. Licensor will execute such documents and otherwiseperform such acts as may be reasonably required to permit Licensor to continue,at Licensee’s direction and expense, to prosecute and maintain such patent orapplication in such jurisdiction(s).

5.3           Enforcement of the Patent Rights.The Parties agree to use their best efforts to notify each other in writing ofany actual infringement by a third party of the Patent Rights or of anythird-party claim of invalidity or unenforceability of the Patent Rights. Licensorshall have the sole right, at its sole discretion and without obligation, toprosecute and defend such claims under its sole control and at its sole expense.If Licensor does proceed with such prosecution or defense, Licensee shallprovide reasonable assistance to Licensor at Licensor’s request, providedLicensor pays Licensee for the reasonable out-of-pockets costs incurred byLicensee in such assistance. Any recovery obtained in an action under this Section 5.3shall be retained by Licensor.

5.4           Cooperation. Notwithstandinganything to the contrary in Section 5.1 above, Licensor and Licensee agreeto reasonably cooperate in connection with the preparation, filing,prosecution, and maintenance of patents and patent applications included in thePatent Rights in accordance with Paragraphs 4 through 8 of the SettlementAgreement, including promptly executing all papers and instruments or requiringemployees of Licensor to execute papers and instruments as reasonablyappropriate to enable Licensee to file, prosecute, and maintain  such patents and patent applications in anycountry; and promptly informing Licensee of matters that may substantiallyaffect preparation, filing, prosecution, or maintenance of such patentapplications (such as becoming aware of an additional inventor who is notlisted as an inventor in a patent application). Additionally, in the eventLicensor exercises its rights hereunder to proceed with any prosecution ofinfringement or defense of the Patent Rights, Licensor shall notify and consultwith Licensee prior to entering into any settlement, consent judgment, or othervoluntary disposition of any such action that admits the invalidity orunenforceability of any Patent Rights or that would adversely affect the rightsof Licensee and will reasonably consider Licensee’s comments and suggestions,provided that such comments and suggestions are conveyed to Licensor in atimely manner and do not unreasonably affect or delay Licensor’s ability toconclude such settlement, consent judgment, or other voluntary disposition.

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ARTICLE6 — INDEMNIFICATION; LIMITATION OF LIABILITY

6.1           Indemnification by Licensor. Licensorshall defend, indemnify and hold harmless Licensee and its Affiliates,sublicensees, successors, assigns, trustees, agents, directors, officers,shareholders, partners and employees (each, an “Indemnified Party”), atLicensor’s cost and expense, from and against any and all losses, costs,liabilities, licensing fees, damages, fees and expenses, including reasonableattorneys’ fees and expenses (“Losses”) incurred or imposed upon any ofthe indemnified Parties in connection with any claims (including third Partyclaims), suits, actions, demands or judgments (“Claims”):

(a)    arisingout of any breach by Licensor of any obligation, representation or warranty ofLicensor hereunder; or

(b)    arisingout of the gross negligence or willful misconduct of Licensor.

Licensor’sindemnification under this Section 6.1 shall not apply to any loss, cost,liability, fee, damage, or expense to the extent it is attributable to thegross negligence or intentional misconduct of Licensee or its directors,officers, employees, Affiliates, or sublicensees.

6.2           Indemnification by Licensee. Licenseeshall defend, indemnify and hold harmless Licensor and its Affiliates, successors,assigns, trustees, agents, directors, officers, shareholders, partners andemployees, at Licensee’s cost and expense, from and against any and all losses,costs, liabilities, damages, fees andexpenses, including reasonable attorneys’ fees and expenses incurred or imposedupon any of the indemnified Parties in connection with any claims (includingthird Party claims), suits, actions, demands or judgments:

(a)    arisingout of any breach by Licensee of any obligation, representation or warranty ofLicensee hereunder,

(b)    arisingout of the death or injury to any person or persons or out of any damage totangible property resulting from, or otherwise attributable to, the making,using, development and/or sale by Licensee of any Licensed Products or LicensedServices under this Agreement; or

(c)    arisingout of the gross negligence or willful misconduct of Licensee.

Licensee’sindemnification under this Section 6.2 shall not apply to any loss, cost,liability, fee, damage, or expense to the extent it is attributable to thegross negligence or intentional misconduct of Licensor or its directors,officers, employees, Affiliates, or sublicensees.

6.3           Indemnification Claims. EachParty shall give the other Party prompt notice of any claim for whichindemnification under this Section 6 is or may be applicable and willcooperate with the indemnifying Party in the defense or settlement of suchclaim at the indemnifying Party’s expense. The indemnifying Party shall berequired to provide and be entitled to control the defense of any claim coveredhereunder (including the right to control settlement discussions) with counselreasonably satisfactory to the other Party, which other Party 

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may,at its own expense, participate in the defense of any claim after the indemnifyingParty assumes control of the defense thereof. No claim that is subject toindemnification under this Article 6 shall be settled or otherwisecompromised other than by the Party defending such claim, and then only withthe prior written consent of the other Party, which shall not be unreasonablywithheld or delayed; it shall not be unreasonable to withhold consent if thesettlement or compromise either (a) imposes on the indemnified Party anyliability or obligation which cannot be assumed and performed in full by theindemnifying Party, or (b) materially adversely affects the indemnifiedParty or its rights hereunder. The failure of the indemnified Party to delivernotice to the indemnifying Party promptly after the commencement of any suchaction shall not release the indemnifying Party from any liability to theindemnified Party under this Section 6 other than any liabilities directlyattributable to such failure.

6.4           LIMITATION OF LIABILITY. EXCEPTWITH RESPECT TO LIABILITY ARISING AS A RESULT OF A THIRD PARTY CLAIM REFERREDTO IN AND COVERED BY SECTIONS 6.1 OR 6.2 (INDEMNIFICATION), IN NO EVENT SHALLEITHER PARTY (OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) BE LIABLE FORANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISINGOUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.

6.5           Insurance.  Licensee shall obtain and maintain, at alltimes during the term of this Agreement, general liability insurance withappropriate bodily injury, death and property damage limits. Upon request,  Licensee shall furnish a certificate ofinsurance signed by an authorized representative of its insurance underwriterevidencing such coverage and providing for at least thirty (30) days’ priorwritten notice of any cancellation, termination or reduction of coverage.

ARTICLE 7 — TERMAND TERMINATION

7.1           Term. This Agreement shallcommence on the Effective Date and shall remain in effect until (i) the expirationof all Valid Claims of all issued patents within the Patents Rights or (ii) fora period of ten (10) years after the Effective Date if no such patentshave issued within that ten-year period, unless earlier terminated inaccordance with the provisions of this Agreement.

7.2           Termination for Cause. In theevent that either Party commits a material breach of its obligations under thisAgreement and fails to cure that breach within sixty (60) days after receivingwritten notice thereof, the other Party may terminate this Agreementimmediately upon written notice to the Party in breach, unless the Partyalleged to be in breach delivers a Resolution Notice (pursuant to Section 11.3;provided that the Negotiation Period shall be reduced to ten (10) businessdays) to the non-breaching Party within five (5) days of such secondnotice (in which event, such termination shall not be effective unless anduntil there has been a final mutually agreed resolution by the Parties toterminate or a final decision of the arbitrator that the allegedly breachingParty has materially breached a material provision hereof and that theAgreement should be terminated as a result thereof).

7.3           Automatic Termination. NotwithstandingSection 7.2, breach of any of the representations or warranties set forthin Article 10 by either Party shall constitute grounds for automatic andimmediate termination at the election of the non-breaching Party.

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7.4           Termination for Convenience. ThisAgreement may be terminated at any time by Licensee by giving written noticethereof to Licensor, which termination shall be effective immediately uponreceipt. For the avoidance of doubt, such termination for convenience will notresult in the refund of any portion of the consideration previously paid to Licensoror owed Licensor as of the effective termination date, including accumulatedroyalties on Net Sales and prorated minimum annual royalties, in accordancewith Article 3.

7.5           Existing Stock. Uponexpiration, Licensee and its Affiliates and sublicensees shall retain limitedrights to sell any Licensed Products existing and to perform Licensed Services related to such existing LicensedProducts, subject to the terms of this Agreement *providedthat* upon termination due to breach by Licensee under Section 7.2or 7.3, no such rights shall be retained.

7.6           Survival. Upon any terminationor expiration of this Agreement:  nothingherein shall be construed to release either Party from any obligation incurredprior to the effective date of such termination (except as set forth below) ofArticles/Sections 1, 6, 7.5, 7.6, 8, 10 and 11, and (only with respect toany action already commenced as of the date of termination notice) theprovisions allocating recoveries in 5.3, shall survive and continue in full forceand effect; any sublicensee shall have the option to retain its license rightsin accordance with the terms of its sublicense granted by Licensee prior to theeffective termination date of this Agreement *providedthat* Licensor shall have no obligations under such sublicense thatare greater than as agreed to in this Agreement. Upon any termination orexpiration of this Agreement, each Party shall promptly return to the otherParty, or destroy, all written Confidential Information of the other Party, andall copies, notes or extracts thereof (except to the extent reasonablynecessary to exercise the license in the following sentence, if applicable).

ARTICLE 8 —CONFIDENTIALITY AND NON-DISCLOSURE

8.1           Confidential Information;Non-Disclosure. “Confidential Information” shall mean any technical,business, financial, customer or other information disclosed by one Party (“DisclosingParty”) to the other Party (“Receiving Party”) pursuant to this Agreementwhich, if disclosed in written form, is marked “Confidential” or “Proprietary”or by a similar legend or which, if disclosed orally or visually, is identifiedas confidential information at the time of disclosure and confirmed by writtenoutline mailed to the other Party within thirty (30) days of the originaldisclosure. Licensee’s Confidential Information specifically includes the termsof this Agreement and any sublicense agreements and all information, data,reports and statements relating to Licensed Products and Licensed Services. Exceptto the extent authorized by this Agreement or by other prior written consent bythe Disclosing Party, each Party shall during the term of this Agreement andfor five (5) years after its termination: (i) not use ConfidentialInformation of the Disclosing Party except for the purposes of fulfilling itsobligations or exercising or enforcing its rights under this Agreement, or asotherwise authorized herein or in writing by the Disclosing Party, (ii) disclosethe Confidential Information of the Disclosing Party only to those of its employees,directors, and consultants who have need to know or use such ConfidentialInformation for the foregoing purposes or as authorized by the DisclosingParty, provided that the Receiving Party will ensure such disclosees are boundby obligations of confidentiality at least as restrictive as those set forth inthis Section 8.1. In addition,  theParties may disclose the Confidential Information of  the other Party to its Affiliates (and their 

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employees, directors andconsultants) or permitted sublicensees or distributors for the foregoingpurposes or as authorized by  the otherParty, provided such disclosees are bound by obligations of confidentiality atleast as restrictive as those set forth in this Section 8.1. Each of theParties shall protect the Confidential Information of the Disclosing Partyusing at least the same procedures and degree of care that it uses to preventthe disclosure of its own confidential information of like importance, but inno event less than reasonable care. Except as expressly provided in thisAgreement, no ownership right is granted in any Confidential Information.

8.2           Exclusions. Notwithstanding Section 8.1,Confidential Information excludes information that: (i) was publicly knownor available at the time it was disclosed or becomes publicly known oravailable through no fault, action, or inaction of the Receiving Party; (ii) wasknown to the Receiving Party at the time of disclosure and can be soproven by written documentation; (iii) is disclosed with the prior writtenapproval of the Disclosing Party; (iv) was independently developed by theReceiving Party without any use of the Confidential Information and can be soproven by written documentation; or (v) is provided to the recipient by anindependent third Party having no fiduciary relationship with the DisclosingParty and having no obligation to keep the information secret and can be soproven by written documentation.

8.3           PermittedDisclosures. Notwithstanding any other provision of this Agreement, eachParty may disclose Confidential Information of the other Party: (i) to theextent and to the persons and entities required to comply with an applicablegovernmental law, rule or regulation or court or administrative order;provided, however, that the Party required to disclose Confidential Informationshall first have given prompt notice to the other Party hereto to enable it toseek any available exemptions from or limitations on such disclosurerequirement and shall reasonably cooperate in such efforts by the other Party;or (ii) as necessary to file or prosecute patent applications, enforcepatents, prosecute or defend litigation, or otherwise establish or enforcerights or obligations under this Agreement, but only to the extent that anysuch disclosure is reasonably necessary and provided that the disclosing Partyshall first have given prompt notice to the other Party hereto.

8.4           FinancialDisclosure. The Parties agree not to disclose the economic terms of thisAgreement to any third Party other than their Affiliates without the priorwritten consent of the other Party hereto except (a) as required byapplicable securities laws or the requirements of any applicable stockexchange, including, without limitation, requirements to file a copy of thisAgreement (redacted to the extent reasonably permitted by applicable law); (b) inconfidence, to legal counsel; (c) in confidence, to accountants, banks,and financing sources and their advisors; and (d) to the extent necessaryto enforce this Agreement or any rights or obligations hereunder.

8.5           Injunctive Relief. Licensorand Licensee acknowledge and agree that any breach of the confidentialityobligations imposed by this Article 8 may constitute immediate andirreparable harm to the Party disclosing the Confidential Information and/orits successors and assigns, which cannot adequately and fully be compensated bymoney damages and may warrant, in addition to all other rights and remediesafforded by law, injunctive relief, specific performance, and/or otherequitable relief.

8.6           Survival. The obligations ofLicensor and Licensee under this Article 8 shall survive for five (5) yearsafter the expiration or termination of this Agreement.

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ARTICLE 9 -PAYMENTS, NOTICES, AND OTHER COMMUNICATIONS

Any payment,notice or other communication required to be given to any party will be deemedto have been properly given and to be effective (a) on the date ofdelivery if delivered by hand, recognized national overnight courier, confirmedfacsimile transmission, or confirmed electronic mail, or five (5) daysafter mailing by registered or certified mail, postage prepaid, return receiptrequested, to the respective addresses given below, or to another address as itshall designate by written notice given to the other party in the mannerprovided in this Section.
| In the case of Kirin: |   | Hamlet Professional Building |
|-----------------------|--------|------------------------------|
|                  |   | 4001 Valhalla Boulevard      |
|                  |   | Suite 103               |
|                  |   | Sioux Falls, SD 57106        |
|                  |   | Attn: Dr. James M. Robl |

 
| In the case of Advanced Cell  Technology, Inc.: |   | 1201 Harbor Bay Parkway    |
|------------------------------------------------------|--------|----------------------------|
|                                                 |   | Suite 120             |
|                                                 |   | Alameda, California 94502  |
|                                                 |   | Attn: Jon Atzen, Esq. |

 
| With a copy to: |   | Pierce Atwood LLP            |
|-----------------|--------|------------------------------|
|            |   | One Monument Square          |
|            |   | Portland, ME 04101           |
|            |   | Attn: Will Worden, Esq. |

 

ARTICLE 10 -REPRESENTATIONS AND WARRANTIES

10.1         Representationsand Warranties by Licensor. Licensor represents and warrants that:

(a)    itsemployees have assigned to Licensor their entire right, title, and interest inthe Patent Rights;

(b)    Licensorhas the full legal right and power to grant to Licensee the licenses grantedherein;

(c)    theexecution, delivery and performance of this Agreement by Licensor, includingthe grant of rights and licenses herein, do not and will not contravene,conflict, constitute or result in a default under or breach of, and are not andwill not be inconsistent with, any law or regulation, any judgment, decree ororder, or any term, condition or provision of any contract, agreement, or otherundertaking applicable to Licensor or the Patent Rights; and

(d)    Licensorhas obtained all necessary consents to grant to Licensee the rights andlicenses granted herein.

10.2         Representationsand Warranties by Licensee. Licensee represents and warrants that:

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(a)    theexecution, delivery and performance of this Agreement by Licensee (i) arewithin its corporate powers, and (ii) have been duly authorized by allnecessary corporate action on Licensee’s part;

(b)    theexecution, delivery and performance of this Agreement by Licensee do not andwill not contravene, conflict, constitute or result in a default under orbreach of, and are not and will not be inconsistent with, any judgment, decreeor order, or any term, condition or provision of any contract, agreement orother undertaking applicable to Licensee; and

(c)    it shallnot challenge the terms and conditions of the Settlement Agreement.

10.3         Disclaimer.EXCEPT AS OTHERWISE SET FORTH IN SECTION 10 OF THIS AGREEMENT, NEITHER LICENSORNOR LICENSEE, NOR THEIR DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES, MAKEANY REPRESENTATIONS OR EXTEND ANY WARRANTIES OF ANY KIND, EITHER EXPRESS ORIMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, AND VALIDITY OF THE PATENT RIGHTS CLAIMS, ISSUED ORPENDING. SPECIFICALLY, LICENSOR MAKES NO WARRANTY OR REPRESENTATION (I) REGARDINGTHE VALIDITY OR SCOPE OF THE PATENT RIGHTS, (II) THAT THE EXPLOITATION OFTHE PATENT RIGHTS OR ANY LICENSED PRODUCT OR LICENSED SERVICE WILL NOT INFRINGEANY PATENTS OR OTHER INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR (III) THATANY THIRD PARTY IS NOT CURRENTLY INFRINGING OR WILL NOT INFRINGE THE PATENTRIGHTS.

ARTICLE 11 -MISCELLANEOUS PROVISIONS

11.1         Assignment. This Agreement maynot be assigned by either party without the prior written consent of the otherparty, which consent may not be unreasonably withheld, delayed or conditioned. Anyunauthorized assignment is null and void.

11.2         Choiceof Law; Submission to Jurisdiction. This Agreement shall be construed,governed, interpreted and applied in accordance with the laws of theCommonwealth of Massachusetts, U.S.A. without regard to principles of conflictsof law thereof.

11.3         Dispute Resolution. In the eventthat at any time hereafter there arises any disagreement, controversy, ordispute (“Dispute”) between the Parties hereto with respect to the enforcement,violation, or interpretation of this Agreement, or of the respective rights andliabilities of the Parties hereto, then, upon written demand of any Partyhereto, said demand setting forth each matter or matters upon which the Partiesdo not agree or upon which there is a Dispute, after thirty (30) days writtennotice, such Dispute shall be settled pursuant to the following procedure:

(a)           Informal Resolution. Prior toengaging in any formal dispute resolution with respect to any Dispute, Licensor’sand Licensee’s Chief Executive Officer shall, if either Party provides writtennotice to the other Party requesting resolution of such Dispute (“ResolutionNotice”), attempt to resolve such Dispute through good faith negotiationsat a location mutually agreed upon by the Parties. If any Dispute cannot besettled by agreement of the Parties pursuant 

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to the preceding sentencewithin thirty (30) days of receipt of the Resolution Notice (“NegotiationPeriod”), then either Party may, by written notice to the other requestingresolution by alternative means, invoke the dispute resolution provisions of Section 11.3(b) and(c).

(b)           Mediation. In the event thatany Dispute cannot be resolved pursuant to the informal procedure set forth in11.3(a), such Dispute shall be submitted to mediation within thirty (30) daysof the expiration of the Negotiation Period. The mediation shall be conductedby one mediator in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association, with such mediation to take place in Boston,Massachusetts.

(c)           Arbitration. In the event thatthe Parties are unable to resolve any Dispute pursuant to the mediationprocedure set forth in 11.3(b), the Parties agree to submit the Dispute tobinding arbitration before one arbitrator selected as follows:  The parties shall use their best efforts tomutually agree upon one (1) arbitrator; provided, however, that if theparties have not done so within ten (10) days after initiation ofarbitration hereunder, or such longer period of time as the parties have agreedto in writing, then there shall be three (3) arbitrators, including onenominee of Licensor, one nominee of Licensee, and a third person selected bysaid nominees. The arbitration shall be conducted in accordance with theCommercial Arbitration Rules of the American Arbitration Association,shall take place in Boston, Massachusetts, and shall be commenced within seven (7) daysfollowing the receipt by one Party of the other Party’s Arbitration Notice. EachParty agrees that the final determination/decision of the arbitrator presidingover the proceeding shall be binding. Notwithstanding the foregoing or anythingin this Section 11.3, the Parties may apply to any court of competentjurisdiction for preliminary or interim equitable relief, including suchrelief for compelling the commencement of the dispute resolution provisions inaccordance with Section 11.3, without breach of this arbitrationprovision. The prevailing Party in any Dispute related hereto, whether in acourt of law or in arbitration, shall have its reasonable costs and expensesrelated to such Dispute, including attorney’s fees, reimbursed by thenon-prevailing Party; provided, however, that if the arbitrator rules infavor of one Party on some issues and the other Party on other issues, thearbitrator shall allocate such costs and expenses between the Parties in amanner that bears a reasonable relationship to the outcome of the arbitration. Therulings of the arbitrator and the allocation of fees and expenses shall bebinding, non-reviewable, and non-appealable, except as permitted by law, andmay be entered as a final judgment in any court having jurisdiction.

(d)           Choice of Arbitrators andGoverning Rules. Notwithstanding the foregoing, any Dispute involving theconstruction, scope, or validity of any claim of any patent licensed to eitherParty hereunder, or the enforceability of any patent licensed to either Partyhereunder shall be arbitrated in accordance with the Patent Arbitration Rules ofthe American Arbitration Association. In either case, the arbitrators shalleach be attorneys with expertise in intellectual property law and practice.

11.4         Headings.All headings are for convenience only and shall not affect the meaning of anyprovision of this Agreement.

11.5         BindingEffect. This Agreement shall be binding upon and inure to the benefit ofthe Parties and their respective successors and permitted assigns.

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11.6         Entire Agreement. The Partieshereto acknowledge that this Agreement sets forth the entire Agreement andunderstanding of the Parties hereto as to the subject matter hereof andsupercedes all prior agreements or understandings between the Parties relatingto its subject matter.

11.7         Severability. In the event thatany provision of this Agreement shall be held invalid or unenforceable for anyreason, such invalidity or unenforceability shall not affect any otherprovision of this Agreement, and the Parties shall negotiate in good faith tomodify the Agreement to preserve (to the extent possible) their original intent.If the Parties fail to reach a modified agreement within sixty (60) days afterthe relevant provision is held invalid or unenforceable, then the court shallbe authorized to modify the invalid provision to the extent and in the mannernecessary to render it enforceable.

11.8         Amendment and Waiver. ThisAgreement may be amended, supplemented, or otherwise modified only by means ofa written instrument signed by both Parties. The failure of either Party toassert a right hereunder or to insist upon compliance with any term orcondition of this Agreement shall not constitute a waiver of that right orexcuse a similar subsequent failure to perform any such term or condition bythe other Party.

11.9         Force Majeure. Neither Partywill be responsible for delays resulting from causes beyond the reasonablecontrol of such party, including without limitation fire, explosion, flood,war, strike, or riot, provided that the nonperforming Party uses commerciallyreasonable efforts to avoid or remove such causes of nonperformance andcontinues performance under this Agreement with reasonable dispatch wheneversuch causes are removed.

11.10       Counterparts.This Agreement may be executed in one or more counterparts, each of which shallbe deemed an original, and all of which together shall be deemed to be one andthe same instrument.

11.11       Effect of Bankruptcy Filing. TheParties agree and acknowledge that this Agreement is a contract under whichLicensor is a licensor to Licensee of rights with respect to intellectualproperty (including without limitation, “intellectual property” within themeaning of Section 101 of the Bankruptcy Code of the United States (“BankruptcyCode”)). All rights, licenses, immunities and other rights granted under orpursuant to or otherwise described in this Agreement are, and shall be deemedto be, for purposes of Section 365(n) of the Bankruptcy Code,licenses of rights to “intellectual property” within the meaning of Section 101of the Bankruptcy Code. The Parties agree that Licensee and its sublicensees,as licensees of such rights under this Agreement, shall retain and may fullyexercise all of their rights and elections under the Bankruptcy Code. TheParties further agree that, in the event of the commencement of a bankruptcyproceeding by or against Licensor including under the Bankruptcy Code, Licenseeshall be entitled to a complete duplicate of (or complete access to, asappropriate) any such intellectual property and all embodiments of suchintellectual property, including without limitation copies of inventiondisclosures and filings and communications relating to the Patent Rights, andthe same, if not already in Licensee’s possession, shall be promptly deliveredto Licensee upon any such commencement of a bankruptcy proceeding upon writtenrequest therefor by Licensee.

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IN WITNESS WHEREOF, theParties have duly executed this Agreement the day and year first set forthabove.
| ADVANCED CELL TECHNOLOGY, INC. |                         | AUROX, LLC          |
|--------------------------------|------------------------------|---------------------|
|                           |                         |                |
| By:                            | /s/ WILLIAM M.  CALDWELL, IV |                | By: | /s/ JAMES M.  ROBL |
| Name: William M. Caldwell, IV  |                         | Name: James M. Robl |
| Title: Chief Executive Officer |                         | Title: President    |
|                           |                         |                |
| KIRIN BEER KABUSHIKI KAISHA    |                         | HEMATECH, LLC       |
|                           |                         |                |
| By:                            | /s/ TOSHIFUMI  MIKAYAMA      |                | By: | /s/ JAMES M.  ROBL |
| Name: Toshifumi Mikayama       |                         | Name: James M. Robl |
| Title: President               |                         | Title: President    |
|                           |                         |                |
| KIRIN SD, INC.                 |                         |                |
|                           |                         |                |
| By:                            | /s/ TOSHIFUMI  MIKAYAMA      |                |   |   |
| Name: Toshifumi Mikayama       |                         |                |
| Title: President               |                         |                |

 

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EXHIBIT A

Listof Patents and Applications

 
| Inventors                                                     | ** ** | **Name**                                                                       | ** ** | **App. Ser. No.** |
|---------------------------------------------------------------|------------|--------------------------------------------------------------------------------|------------|-------------------|
| Philippe Collas  James M. Robl  Eddie Sullivan  P. Kasinathan |       | Methods for Cloning Mammals Using Reprogrammed Donor  Chromatin or Donor Cells |       | US 10/032,191     |
|                                                          |       |                                                                           |       |              |
| Same                                                          |       | Same                                                                           |       | PCT/US01/50406    | WO02/51997 |
| Same                                                          |       | Same                                                                           |       | Canada            | 2427322 |
| Same                                                          |       | Same                                                                           |       | Mexico            | 2003/005624 |
| Same                                                          |       | Same                                                                           |       | Europe            | 01992386.7 |
| Same                                                          |       | Same                                                                           |       | China             | 01820967.X |
| Same                                                          |       | Same                                                                           |       | Hong Kong         | 04109008.7 |
| Same                                                          |       | Same                                                                           |       | Japan             | 2002-553478 |
| Same                                                          |       | Same                                                                           |       | Korea             | 2003-7008319 |
| Same                                                          |       | Same                                                                           |       | Australia         | 2002232858 |
| Same                                                          |       | Same                                                                           |       | New Zealand       | 525607 |
| Philippe Collas  James Robl                                   |       | Methods for Altering Cell Fate                                                 |       | US                | 10/910,156 |
|                                                          |       |                                                                           |       |              |   |
| Same                                                          |       | Same                                                                           |       | PCT/US01/47882    | WO 02/057415 |
| Same                                                          |       | Same                                                                           |       | Canada            | 2429954 |
| Same                                                          |       | Same                                                                           |       | Europe            | 01993249.0 |
| Same                                                          |       | Same                                                                           |       | Japan             | 2002-558469 |
| Same                                                          |       | Same                                                                           |       | Australia         | 2002245101 |

 

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