** **

**EXHIBIT 10.7**

**SETTLEMENTAND LICENSE AGREEMENT**

**In this Settlement and LicenseAgreement (“Agreement”)**, effective as of the 30th day of August, 2006 (the “**EffectiveDate**”), Advanced Cell Technology, Inc., a Delaware corporation withoffices located at 1201 Harbor Bay Parkway,Suite 120, Alameda, California 94502 (“**ACT**”),The University of Massachusetts, a public institution of higher education ofthe Commonwealth of Massachusetts, as represented by its Amherst campus (“**UMass**”), and Start Licensing, Inc., a Delaware corporationwith offices located at 12357-A Riata Trace Parkway, Suite 150, Austin, Texas78727 (“**Start**”) agree as follows:

**Article 1 - Background**

## 1.1           UMass ownscertain Stice Patents (hereafter defined) which, pursuant to that certain Exclusive License Agreement effective April16, 1996, as amended (“**UMass-ACT****Agreement**”), have been exclusivelylicensed to ACT in a defined field that includes the Start Field (hereinafterdefined).

## 1.2           RoslinInstitute (Edinburgh) (“**Roslin**”)owns certain Campbell Patents (hereafter defined) which have been exclusivelylicensed to Geron Corporation (“**Geron**”)and Exeter Life Sciences (“**Exeter**”)and exclusively sublicensed to Start in the field of cloning non-human animals,tissues, and cells, and products and by-products comprised of, made in,produced by or originating, extracted or isolated from such non-human animals,tissues and cells.

## 1.3           Under 35U.S.C. §146, UMass and ACT filed actions against Roslin, Geron, and Exeter (ashereafter defined, the Pending Actions) seeking reversal of adverse holdings bythe United States Patent and Trademark Office (“**USPTO**”) of certain interference proceedings involving certainStice Patents and certain Campbell Patents.

## 1.4           UMass, ACTand Start wish to settle the Pending Actions.

## 1.5           In connectionwith the settlement of the Pending Actions, UMass, ACT and Start wish to grantrights under the involved patents in accordance with the terms of thisAgreement.

**Article 2**- Definitions

## For purposes of this Agreement, the following words and phrases shallhave the following meanings:

2.1           “**ACT Field**”means non-humananimal research or non-humananimal studies, including without limitation preclinical trials, that is usefulin connection with the research and development, manufacture and sale oftherapeutic and diagnostic human cell products; provided, however, that the ACTField does not include (a) any use of human embryos, cells, or tissues or (b)the sale, lease, distribution, transfer, or other disposition of (i) non-humananimals, embryos, 

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cells, or tissues, and(ii) products and by-products comprised of, made in, produced by ororiginating, extracted or isolated from such non-human animals, embryos, cellsor tissues.

## 2.2**          **“**ANZ Patents**” means the AU Patent and the NZ Patent, each ofwhich are included in the Stice Patents.

## 2.3           “**AU Patent**” means Australian PatentApplication No. 742,363.

## 2.4**           “Campbell Patents”**means the patents and patent applicationslisted on Exhibit A attached hereto, any divisional, continuation, continuation-in-part of such patentapplications, any and all patents issuing thereon, any and all reissues,reexaminations, extensions, divisions, renewals, substitutions, confirmations,registrations, revalidations, revisions and additions of or to any of the foregoing,and any other patents or patent applications anywhere in the world thatcorrespond to any of the foregoing, or from which any of the foregoing claimpriority, or that claim priority back to any of the foregoing.

## 2.5           “**NZ Patent**” means New Zealand PatentApplication No. 336,612.

## 2.6           “**Party**” means UMass and ACT jointly or Start, and “**Parties**” means UMass and ACT jointly and Start.

## 2.7           “**Pending Actions**” means the actions pendingin the U.S. District Court for the District of Columbia styled as *University of Massachusetts, et al v. Roslin Institute (Edinburgh), etal*, Case No. 1:05-cv-00353-RMU,**and*University of Massachusetts, et al v. Roslin Institute (Edinburgh)*,*et al,*Case No. 1:05-cv-00706-RMU.

## 2.8           “**Start Field**” means all uses and applications in non-humananimals, excluding the production of cloned animals for theprimary purpose of producing human and non-human animal therapeutics and humanhealthcare products, including without limitation the production ofbiopharmaceutical agents in milk, including but not limited to proteins,peptides, polypeptides for pharmaceutical, nutraceutical or other use, but onlyto the extent and only so long as such field is exclusively licensed under theStice Patents by ACT to GTC Biotherapeutics.

## 2.9           “**Stice Patents**” means the patents and patent applicationslisted on Exhibit B attached hereto, any divisional, continuation,continuation-in-part of such patent applications, any and all patents issuingthereon, any and all reissues, reexaminations, extensions, divisions, renewals,substitutions, confirmations, registrations, revalidations, revisions andadditions of or to any of the foregoing, and any other patents or patentapplications anywhere in the world that correspond to any of the foregoing, orfrom which any of the foregoing claim priority, or that claim priority back toany of the foregoing.

## 2.10         “**UMass Field**” means the production ofimmunoglobulin in the blood of *Bos taurus,Bos indicus,*and *Leporidae*.

For purposes of this Agreement, except as otherwiseexpressly provided herein or unless the context otherwise requires:  (a) the use herein of the plural shallinclude the single and *vice versa*and the use of the masculine shall include the feminine; (b) unless otherwiseset forth herein, the use of the term “including” or “includes” means “including[includes] but [is] not limited to”; 

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and (c) the words “herein,” “hereof,” “hereunder” andother words of similar import refer to this Agreement as a whole and not to anyparticular provision.  Additional termsmay be defined throughout this Agreement.

**Article 3**-**Dismissal**

## 3.1           Upon receipt of (i) the$500,000 payment in accordance with section 6.1(a) of this Agreement, and (ii)the fully executed Covenant Not to Sue in accordance with section 4.5 of thisAgreement, UMass and ACT shall execute a stipulation for dismissal withprejudice of the Pending Actions substantially in form set forth in ExhibitC hereto (the “Stipulation for Dismissal”), and Start shall obtain theexecution of such Stipulation for Dismissal by Roslin, Geron and Exeter.  Immediately after filing a copy of this fullyexecuted Agreement with the USPTO as provided in section 3.2 of this Agreementbelow, UMass and ACT, through their counsel, will file the fully executedStipulation for Dismissal with the U.S. District Court.

## 3.2           Pursuant to35 U.S.C. §135(c), UMass and ACT shall, upon receipt of the $500,000 paymentand the executed Covenant Not to Sue as provided in sections 6.1(a) and 4.5 ofthis Agreement, and before filing the Stipulation for Dismissal of the PendingActions, file a true copy of this Agreement in the USPTO in conjunction witheach interference that is the subject of a Pending Action.

**Article 4 - LicenseGrants and Covenants**

## 4.1           ACT herebygrants to Start a worldwide, exclusive, fully paid-up, royalty-free sublicense,with the right to grant sublicenses, under all of and to the extent of itsrights and interests in the Stice Patents under the UMass-ACT Agreement, untilthe last Stice Patent expires, to make, have made, use, develop, sell, offerfor sale, lease, distribute, import, export and otherwise dispose of any andall products, to develop and perform services, to use and practice anyprocesses, arts or methods, and to otherwise commercialize and exploit suchStice Patents in the Start Field except for the UMass Field.  Start acknowledges UMass has retained certainrights under the Stice Patents pursuant to the UMass-ACT Agreement, includingrights to use the Stice Patents for academic research and teaching purposes.

## 4.2           UMass herebygrants to Start a worldwide, exclusive, fully paid-up, royalty-free license,with the right to grant sublicenses, under all of its rights and interests inthe Stice Patents subject to the UMass-ACT Agreement, until the last SticePatent expires, to make, have made, use, develop, sell, offer for sale, lease,distribute, import, export and otherwise dispose of any and all products, todevelop and perform services, to use and practice any processes, arts ormethods, and to otherwise commercialize and exploit such Stice Patents in theUMass Field.

## 4.3           The licensegranted to Start in section 4.1 of this Agreement will be subject to anynonexclusive license under the Stice Patents granted by ACT to third partiesprior to the Effective Date.  All suchexisting licensees are identified in Exhibit D attachedhereto.  Start agrees to negotiate ingood faith with any qualified licensee identified in Exhibit D for anonexclusive license under one or more of the Campbell Patents.  ACT shall also include in Exhibit Dthe identification of all exclusive licenses granted under the Stice Patents asof the 

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## Effective Date, including the name of thelicensee and a description of the exclusively licensed field.

## 4.4           In the eventof the expiration or termination for any reason of the UMass-ACT Agreement,UMass agrees that the license under the Stice Patents and other associatedrights granted in this Agreement to Start will continue, and UMass will assumeall obligations of ACT in this Agreement with respect to the Stice Patents,except for the obligation of ACT to bear costs and expenses associated with theperformance of section 5.3 of this Agreement.

## 4.5           Start agreesto covenant not to sue or otherwise assert any Campbell Patent against ACT orUMass, or their officers, trustees, employees, agents or research collaboratorsbased on activities in the ACT Field or on academic research or teachingactivities in the UMass Field by executing a covenant not to sue substantiallyin the form set forth in Exhibit E attached hereto (the “CovenantNot to Sue”).  Start agrees it willobtain execution by Roslin, Geron, and Exeter of such Covenant Not to Sue, andStart will deliver the fully executed Covenant Not to Sue to ACT and UMasswithin one (1) business day after the Effective Date of this Agreement by theParties.

## 4.6           Start herebygrants to ACT a worldwide, nonexclusive, royalty-free, paid-up sublicense underthe Stice Patents to conduct activities in the ACT Field. The license grantedto ACT in this section 4.6 does not include the right to sublicense; provided,however, that under the license ACT may extend to its research collaboratorsthe right to use the Stice Patents to conduct activities in the ACT Field.

**Article 5 - PatentMatters**

## 5.1           ACT and UMasshereby disclaim all claims in U.S. Patent Nos. 5,945,577 and 6,235,970 and thesubject matter of all such claims, except the subject matter of claim 14, aspresented in U.S. Patent Application Serial No. 10/833,993, filed April 28,2004, as an application for reissue of the ‘970 Patent.  Within ten (10) days after the EffectiveDate, ACT and UMass will file in the USPTO the appropriate documentssubstantially in the form set forth in Exhibit F attached hereto to makeof record the disclaimers set forth in this section 5.1 as to U.S. Patent Nos.5,945,577 and 6,235,970 and will deliver to Start a copy of the disclaimers asfiled in the USPTO.  ACT and UMassfurther agree not to assert any patent right claiming the subject matter of theclaims disclaimed pursuant to this section 5.1 in any country.

## 5.2           Subject tothe terms of this Agreement, including without limitation sections 5.5 and6.1(a) of this Agreement, and except for the ANZ Patents, ACT and UMass herebyassign to Start all their rights to prosecute, maintain and enforce any and allStice Patents having one or more claims directed to or otherwise encompassingnon-human subject matter as of the Effective Date (“**Transferred Stice Patents**”). The foregoing assignment of rights shall include all rights to applyfor, file, register, prosecute, maintain, extend, and renew the TransferredStice Patents, the right, subject to section 5.4 of this Agreement, toabandon, disclaim or surrender the Transferred Stice Patents, the right tosettle or terminate any interference proceedings, re-examinations, oppositions,or other challenges to the validity of the Transferred Stice Patents, and theright to bring actions for present or future infringement of or otherwiseenforce the Transferred Stice Patents.  ACTand UMass shall execute and deliver such documents and 

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## perform such acts as are necessary toestablish or otherwise perfect Start’s rights under this section 5.2.

## 5.3           ACT shall atits sole expense for a period of sixty (60) days after the Effective Date (“TransitionPeriod”) (a) continue to prosecute and maintain the Transferred Stice Patentsin the ordinary course with respect to any filings or communications withpatent authorities during such period, (b) provide Start the opportunity tocomment on any filings and communications with patent authorities during suchperiod prior to their submission and comply with Start’s reasonableinstructions with respect to any such filings and communications, and (c) notabandon the prosecution of any such patents and patent applications or anyclaims therein absent written consent of Start. ACT shall provide to Start within thirty (30) days after the EffectiveDate the contact information for all outside patent prosecution counsel, anypatent prosecution docket listings maintained either by such outsideprosecution counsel or internally by ACT, and copies of all patent and patentapplications files maintained by such outside patent prosecution counsel orinternally by ACT.  ACT shall bear itsown costs and expenses, and those of its outside counsel, in copying anddelivering records, files and other materials in connection with transitioningprosecution and maintenance of the Transferred Stice Patents to Start.  ACT and UMass shall execute powers ofattorney for the prosecution and maintenance of the Transferred Stice Patents,and otherwise perform all acts and make all filings to permit Start to,effective as of the end of the Transition Period, prosecute, maintain, andenforce each such patent or application in all jurisdictions, and transact allmatters connected therewith.  Commencingfrom the end of the Transition Period, Start shall bear all costs and expensesassociated with its prosecution and maintenance of the Transferred SticePatents.

## 5.4           ACT shallmake reasonable commercial efforts to cooperate fully with Start, at Start’sexpense (subject to ACT’s expense obligations under section 5.3 above), ineffecting an orderly transition of the prosecution and maintenance of theTransferred Stice Patents and ACT and UMass shall cooperate with Start in thepreparation, filing, prosecution, maintenance and, as applicable, enforcementof the Transferred Stice Patents, including without limitation promptlyexecuting all papers and instruments or requiring their respective employees toexecute all papers and instruments to enable Start to file, prosecute, maintainand enforce the Transferred Stice Patents in any jurisdiction.

## 5.5           To the extent possible under the patentlaws of the relevant jurisdictions and within six (6) months from the EffectiveDate, Start will cooperate with ACT, at ACT’s expense, in filing divisional orcontinuation applications, as appropriate, from the Transferred SticePatents  to separate claims solelydirected to human subject matter from claims that encompass non-human subjectmatter.  Start will assign back to ACTits rights granted under section 5.2 of this Agreement to prosecute,maintain and enforce applications having only claims solely directed to humansubject matter, and will otherwise perform all acts and make all filings necessaryto permit ACT to prosecute, maintain and enforce such applications.  ACT agrees that for any such application, aswell as any applications in the Stice Patents not transferred to Start pursuantto this Article 5, and any divisional, continuation, continuation-in-part ofany such foregoing applications, and any and all patents issuing thereon(collectively “**Retained Stice Patents”)**,****ACT will limit the claims in such applications or resultingpatents to claims solely directed to human subject matter.  Start shall execute and deliver suchdocuments and perform such acts as 

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## are necessary to establish orperfect ACT’s rights under this section 5.5.  Start will have no right or license under anyclaim of a Retained Stice Patent solely directed to human subject matter.

## 5.6           With respectto the NZ Patent, within ninety (90) days after the Effective Date ACT will, atStart’s expense and to the extent possible under the patent laws of NewZealand, cancel any claim directed solely to non-human subject matter andreintroduce such claim or claims in a divisional or continuationapplication.  ACT and UMass will assignto Start their rights to prosecute, maintain and enforce such application.  With respect to the AU Patent, within ninety(90) days after the Effective Date ACT will, at Start’s expense and to theextent possible under the patent laws of Australia, cancel any claim notdirected solely to non-human subject matter and reintroduce such claim orclaims in a divisional or continuation application, such application to beprosecuted, maintained and enforced by ACT. ACT and UMass will then assign to Start their rights to prosecute,maintain and enforce the AU Patent.  Theassignment of rights to Start to prosecute, maintain and enforce applicationsunder this section 5.6 shall be equivalent to the rights assigned by UMass andACT to Start under section 5.2 of this Agreement with respect to theTransferred Stice Patents.  Each suchapplication will be considered a Transferred Stice Patent.  Within thirty (30) days of the filing of eachdivisional or continuation application contemplated in this section 5.6, ACT and UMass will perform all acts andmake all filings necessary to permit Start to prosecute, maintain and enforceeach application transferred to Start under this section 5.6, and willcooperate with Start in the prosecution and maintenance of each suchapplication, as is otherwise provided in sections 5.3 and 5.4 of this Agreementwith respect to Transferred Stice Patents.

## 5.7           Subsequent to the filing of the divisionalor continuation applications as provided in sections 5.5 and 5.6, ACT and Startwill each bear its own expense as to the ongoing prosecution and maintenance ofthe applications each respectively controls.

**Article 6 - Consideration**

## 6.1           In considerationfor the dismissal with prejudice of the Pending Actions and the rights grantedunder the Stice Patents, Start will pay to ACT as follows:

### (a)                                  Five hundred thousandU.S. dollars ($500,000) within one (1) business day after after the EffectiveDate of this Agreement by the Parties, subject to the following credit:

#### (i)                                     creditof any attorneys fees and/or costs related to the Pending Actions incurred byStart after May 10, 2006; provided, however, that the credit referred to inthis section 6.1(a)(i) does not include costs or attorneys’ fees incurredby Start in connection with the negotiation and preparation of this Agreement.

### (b)                                 Two hundred fiftythousand U.S. dollars ($250,000) within 5 business days after release by theUnited States Food and Drug Administration (“**FDA**”)of a final public announcement,statement or notification permitting agricultural products from animalsproduced by somatic cell nuclear transfer (“**SCNT”**)or their progeny to enter the human food chain; provided, however, that in the eventnew 

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### restrictions are imposed by the FDA inconnection with the above-referenced public announcement, statement ornotification, and ACT and Start agree in writing that such new restrictions arelikely to delay the commercialization of agricultural products from animalsproduced by SCNT by more than twelve (12) months, such agreement not to beunreasonably withheld by ACT, then payment under this section 6.1(b) shall bemade by Start within five (5) business days of the first commercial sale of suchagricultural product that complies with such new restrictions.

### (c)                                  Five hundred thousandU.S. dollars ($500,000) within five (5) business days after the firstoccurrence of a Start sublicensee receiving approval by the **FDA**of a New Drug Application for a human therapeutic product comprised of, madein, produced by or otherwise originating from an animal generated using SCNT,or from the tissues or cells of such animal, under license from Start.

## 6.2           The amountsto be paid pursuant to section 6.1 of this Agreement will be paid by wiretransfer to the account identified, and pursuant to the instructions, set forthin Exhibit G attached hereto.

## 6.3           (a)  Failure to pay the five hundred thousanddollar ($500,000) amount to ACT in accordance with the requirements of section6.1(a) above shall constitute a material breach of this Agreement and result inthe automatic termination of this Agreement; provided, however, that any delayin such payment for reasons not within Start’s control, including any delayattributable to the operations of the financial institutions involved intransacting the payment, shall not constitute material breach of thisAgreement.  Notwithstanding the foregoingand in addition to any and all other contractual or equitable rights of ACT,all past due amounts owed by Start to ACT under this Agreement shall bearsimple interest at the U.S. Prime Rate, as reported by the Wall StreetJournal, Eastern Edition, on the due date (or the next business day if thedue date is not a business day), calculated based on the number of days betweenthe actual date the payment is made and the date the payment was due; provided,however, that in no event shall such rate exceed the maximum legal annualinterest rate.

## (b) Failure to file Stipulation for Dismissal in accordance with therequirements of section 3.1 above shall constitute a material breach of thisAgreement and result in (i) the automatic termination of this Agreement, (ii)the automatic refund to Start of the $500,000 payment made to ACT pursuant to section6.1(a) above, and (iii) the automatic termination of the Covenant Not to Sue.

**Article 7 - Term andTermination**

## 7.1           The term willbegin on the Effective Date and, unless terminated earlier pursuant to theterms of this Agreement, will expire on the date of expiration of the last ofthe Campbell Patents and Stice Patents to expire.

## 7.2           Either Partymay terminate this Agreement upon sixty (60) days prior written notice to theother Party (a) for any material breach of this Agreement by such other Partyif the breaching Party fails to remedy such breach within such sixty (60) dayperiod, or (b) if the other Party files 

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## for protection under applicable bankruptcylaws, makes an assignment for the benefit of creditors, appoints or suffersappointment of a receiver or trustee over its property, files a petition underany bankruptcy or insolvency act or has any such petition filed against it andsuch proceeding remains undismissed or unstayed for a period of more than sixty(60) days.

## 7.3           Theexpiration or termination of this Agreement shall not relieve the Parties ofany obligation accruing prior to such expiration or termination or precludeeither Party from pursuing all rights at law and in equity with respect to anybreach under this Agreement.  Notwithstandingthe foregoing, neither Party will be liable for punitive, exemplary orconsequential damages incurred by the other Party arising out of any breachunder this Agreement.  Upon expiration ortermination, except as provided in section 7.4, all rights and licenses grantedunder this Agreement shall terminate.

## 7.4           If ACT andUMass terminate this Agreement pursuant to section 7.2 of this Agreementfor material breach by Start, or if this Agreement automatically terminatespursuant to section 6.3 of this Agreement, all licenses and rights grantedto Start under this Agreement will terminate, and all licenses and rightsgranted to ACT and UMass hereunder will continue, provided that ACT and UMasscontinues to comply with their obligations hereunder.  If Start terminates this Agreement pursuantto section 7.2 of this Agreement for material breach by ACT or UMass, alllicenses and rights granted to ACT and UMass under this Agreement willterminate, and all licenses and rights granted to Start hereunder will continue,provided that Start continues to comply with its obligations hereunder.

## 7.5           Thetermination provisions set forth in this Article 7 are in addition to theprovisions for the automatic termination of this Agreement set forth in Article6 of this Agreement.

**Article 8 - Representationsand Warranties**

## 8.1           Each Partyrepresents and warrants to the other Parties that, as of the Effective Datethis Agreement has been duly executed and delivered by it and constitutes alegal, valid and binding obligation enforceable against it in accordance withsuch Agreement’s terms, except as the same may be limited by applicablebankruptcy, insolvency, reorganization, moratorium or other laws relating to oraffecting creditors’ rights generally and by general equity principles,including judicial principles affecting the availability of injunction andspecific performance.

## 8.2           Startrepresents that, as of the Effective Date, all necessary approvals or consentsof this Agreement under relevant agreements, including without limitation fromRoslin, Geron, and Exeter, have been obtained.

## 8.3           UMassrepresents to Start that it owns all right, title and interest in the SticePatents and, except for any rights in the U.S. Government, that ACT is the onlylicensee granted rights by UMass.

## 8.4           UMassrepresents to Start that it has the right and authority to grant the licensegranted to Start in section 4.2 of this Agreement.

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## 8.5           UMass and ACTrepresent to Start that ACT is the exclusive licensee under the Stice Patentsin the Start Field except for the UMass Field, and that it has the right togrant sublicenses of the type granted to Start in this Agreement.

## 8.6           UMass and ACTrepresent to Start that Exhibit D includes the identity of eachperson or entity having rights under any Stice Patent by virtue of UMass or ACTaction.

## 8.7           Startrepresents to ACT that it is the exclusive licensee under the Campbell Patentsin the Start Field, subject to rights retained by Roslin and rights retained bylicensees under prior licenses from Geron and Exeter.

## 8.8           Startrepresents to ACT that Start has the sole right to enforce the Campbell Patentsin the ACT Field pursuant to its license under the Campbell Patents.

## 8.9           Each Partyrepresents and warrants to the other Parties that, to its knowledge, there isno claim, investigation, suit, action or proceeding pending (except the PendingActions) or, expressly threatened, against such Party before or by anygovernmental entity or arbitrator that is likely to impair the ability of suchParty to perform any obligation under this Agreement.

## 8.10         Each Partyrepresents and warrants to the other Parties that it has not entered into anyenforceable agreement with any third party which is in conflict with the rightsgranted to the other Parties under this Agreement or that is inconsistent withor that would prevent the Party from performing under this Agreement.

## 8.11         Nothing inthis Agreement shall be construed as:

### (a)                                  a warranty orrepresentation by any Party as to the valid­ity, enforceability or scope of anypatent; or

### (b)                                 a warranty orrepresentation by any Party that anything made, used, sold, or otherwisedisposed of pursuant to this Agreement is or will be free from infringement ofpatents or other intangible rights of third par­ties; or

### (c)                                  except as expresslyprovided in this Agreement, a requirement that any Party shall file any patentapplica­tion, secure any patent, or maintain any patent in force; or

### (d)                                 an obligation on anyParty to bring or prosecute actions or suits against third parties forinfringement of any patent; or

### (e)                                  an obligation tofurnish any manufacturing or technical information; or

### (f)                                    granting byimplication, estoppel, or otherwise, any license or rights under patents, tradesecrets, know-how, copyrights, or other intangible rights owned or controlledby a Party other than as expressly granted herein.

## 8.12         EACH PARTYHEREBY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  EACH PARTY HEREBY WAIVES, RELEASES ANDRENOUNCES ANY 

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## OBLIGATION, RIGHT, LIABILITY, CLAIM OR REMEDYFOR (A) LOSS OF USE, REVENUE OR PROFIT, OR ANY OTHER DAMAGES, (B) INFRINGEMENTOF THIRD PARTY INTANGIBLE PROPERTY RIGHTS, and (C) INCIDENTAL OR CONSEQUENTIALDAMAGES.

**Article 9 - Indemnification**

## 9.1           ACT shalldefend Start, and their respective agents, directors, officers and employees(the “**Start Indemnitees**”), at thecost and expense of ACT, and will indemnify and hold harmless the StartIndemnitees from and against any and all losses, costs, damages, fees orexpenses (including reasonable attorney fees and other litigation expenses) (“**Start Losses**”) incurred by or awardedagainst any Start Indemnitee relating to or in connection with any claim oraction, regulatory investigation, or any other cause, brought against any StartIndemnitee by a third party arising out of:

### (a)                                  any material breachby ACT of its representations, warranties, covenants or obligations made underthis Agreement; or

### (b)                                 any gross negligentact or omission or willful misconduct of ACT or any of their employees,sublicensees, contractors or agents, in performing its obligations under thisAgreement;

provided, however, that,the foregoing indemnity shall not apply to the extent that any such StartLosses are (i) attributable to the gross negligence or willful misconduct ofthe Start Indemnitees or (ii) otherwise subject to an obligation by Start toindemnify ACT Indemnitees under section 9.2 of this Agreement.

## 9.2           Startshall defend ACT and UMass, and their respective agents, directors, officersand employees (the “**ACT Indemnitees**”),at Start’s cost and expense, and will indemnify and hold harmless the ACTIndemnitees from and against any and all losses, costs, damages, fees orexpenses (including reasonable attorney fees and other litigation expenses) (“**ACT Losses**”) incurred by or awarded againstany ACT Indemnitee relating to or in connection with any claim or action,regulatory investigation, or any other cause, brought against any ACTIndemnitee by a third party arising out of:

### (a)                                  any material breachby Start of its representations, warranties, covenants or obligations madeunder this Agreement; or

### (b)                                 any gross negligentact or omission or willful misconduct of Start or any of its employees,sublicensees, contractors or agents, in performing its obligations under thisAgreement;

provided, however, that,the foregoing indemnity shall not apply to the extent that any such ACT Lossesare (i) attributable to the gross negligence or willful misconduct of the ACTIndemnitees, or (ii) otherwise subject to an obligation by ACT to indemnifyStart Indemnitees under section 9.1 of this Agreement.

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## 9.3           Each Partywill promptly notify the other in the event it becomes aware of a claim forwhich indemnification may be sought hereunder. In case any proceeding (including any governmental investigation) shallbe instituted involving any Party in respect of which indemnity may be soughtpursuant to this Article 9, such Party (the “**IndemnifiedParty**”) shall promptly notify the other Party(ies) (the “**Indemnifying Party**”) in writing and theIndemnifying Party and Indemnified Party shall meet to discuss how to respondto any claims that are the subject matter of such proceeding.  The Indemnifying Party, upon request of theIndemnified Party, shall retain counsel reasonably satisfactory to theIndemnified Party to represent the Indemnified Party and shall pay the fees andexpenses of such counsel related to such proceeding.  The Indemnified Party agrees to cooperatefully with the Indemnifying Party in the event a claim is made or lawsuit isfiled, at the Indemnifying Party’sexpense.  In any such proceeding,the Indemnified Party shall have the right to retain its own counsel, but thefees and expenses of such counsel shall be at the expense of the IndemnifiedParty unless (i) the Indemnifying Party and the Indemnified Party shall havemutually agreed to the retention of such counsel or (ii) the named parties toany such proceeding (including any impleaded parties) include both theIndemnifying Party and the Indemnified Party and representation of both partiesby the same counsel would be inappropriate due to actual or potential differinginterests between them.  All such feesand expenses shall be reimbursed as they are incurred.  The Indemnifying Party shall not be liablefor any settlement of any proceeding effected without its written consent, butif settled with such consent or if there be a final judgment for the plaintiff,the Indemnifying Party agrees to indemnify the Indemnified Party from andagainst any loss or liability by reason of such settlement or judgment.  The Indemnifying Party shall not, without thewritten consent of the Indemnified Party, effect any settlement of any pendingor threatened proceeding in respect of which the Indemnified Party is, orarising out of the same set of facts could have been, a party and indemnitycould have been sought hereunder by the Indemnified Party, unless suchsettlement includes an unconditional release of the Indemnified Party from allliability on claims that are the subject matter of such proceeding.

## 9.4           The rightsand obligations of the Parties set forth in this Article 9 shall survive anytermination of this Agreement.

**Article 10 - Publicity**

## 10.1         Any public announcement or statement by anyParty concerning this Agreement or the subject matter thereof shall be subjectto the prior written consent of all Parties. Without limiting the foregoing, the Parties hereby approve and consentto the press releases and Form 8-K filings included in Exhibit Hattached hereto, the release or filing of which shall not occur untilthe executed Stipulation for Dismissalhas been filed with the District Court as provided in section 3.1 of thisAgreement.

## 10.2         Except for a mutually agreed upon publicannouncement or statement, each party will hold in confidence the terms of thisAgreement; provided, however, that any Party shall be entitled to disclose theterms of this Agreement pursuant to compliance with applicable laws andregulations including, without limitation, state and federal securities lawsand regulations imposed on such Party.

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**Article 11 - Other Provisions**

## 11.1         This Agreementcontains the entire understanding between and among the Parties hereto andsupersedes any prior understandings and agreements between or among themrespecting the subject matter of this Agreement.

## 11.2         Except asotherwise provided in this Agreement, no amendment, modification, or supplementof any provision of the Agreement will be valid or effective unless made inwriting and signed by a duly authorized officer of each Party. The officerssigning this Agreement shall be duly authorized officers for all purposes ofthis Agreement, unless notice is given to the contrary.

## 11.3         No provisionof this Agreement shall be waived by any act, omission, or knowledge of a Partyor its agents or employees except by an instrument in writing expressly waivingsuch provision and signed by a duly authorized officer of the waiving Party.

## 11.4         This Agreementmay be assigned only with the prior permission of the other Party(ies), whichpermission will not be unreasonably withheld, delayed or conditioned.  This Agreement shall be binding upon thepermitted successors, assigns, legal representatives, executors, administratorsand heirs of the Parties, as applicable.

## 11.5         This Agreementshall be construed, governed, interpreted and applied in accordance with thelaws of the State of Delaware without regard to principles of conflicts of lawthereof, except that questions affecting the construction and effect of anypatents or patent applications shall be determined by the law of the country inwhich the patent was granted or filed, as applicable.

## 11.6         The Partiesagree to follow the procedures set forth in this section 11.6 to resolve anydispute, controversy or claim arising out of or relating to this Agreement orthe breach, termination or invalidity thereof (each, a “**Dispute**”).

### (a)                                  In the event of anyDispute arising out of or relating to this Agreement, either Party may initiatemediation upon written notice to the other party, whereupon both Parties shallengage in a mediation proceeding under the then current CPR Institute forDispute Resolution (“CPR”) Model Procedure for Mediation of Business Disputes,except that specific provisions of this Section override inconsistentprovisions of the CPR Model Procedure. The mediator will be selected from the CPR Panels of Neutrals.  If the parties cannot agree upon the selectionof a mediator within thirty (30) days after initiation of mediation, then uponthe request of either party, the CPR shall appoint the mediator.  The parties shall attempt to resolve thedispute through mediation until one of the following occurs: (i) the partiesreach a written settlement; (ii) the mediator notifies the parties in writingthat they have reached an impasse; (iii) the parties agree in writing that theyhave reached an impasse; or (iv) the parties have not reached a settlementwithin sixty (60) days after initiation of mediation.

### (b)                                 If the parties fail toresolve the dispute through mediation, or if neither party elects to initiatemediation, each party may pursue any other remedies legally available toresolve the dispute.

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###  

### (c)                                  Each party shallcontinue to perform its obligations under this Agreement pending finalresolution of any dispute arising out of or relating to this Agreement.  However, a party may suspend performance ofits obligations during any period in which the other party fails or refuses toperform its obligations.

### (d)                                 Although theprocedures specified in this section 11.6 are the exclusive procedures forresolution of disputes arising out of or relating to this Agreement, eitherparty may seek a preliminary injunction or other provisional equitable reliefif, in its reasonable judgment, that action is necessary to avoid irreparableharm to itself or to preserve its rights under this Agreement.

### (e)                                  The parties agreethat all applicable statutes of limitation and time-based defenses (such as,estoppel and laches) are tolled while the procedures set forth in subsection11.6(a) are pending.  The parties shalltake any actions necessary to effectuate this result.

## 11.7         All noticesregarding this Agreement shall be given in writing and shall be effective wheneither served by personal delivery, or deposited, postage prepaid, in theUnited States registered or certified mail, addressed to the Parties at theirrespective addresses herein set forth, or to such other address or addresses aseither Party may later specify by written notice to the other.

|        | To UMass:                                                                                      |   |   |
|--------|------------------------------------------------------------------------------------------------|--------|--------|
|   |                                                                                           |   |   |
|   | The University of Massachusetts                                                                |   |   |
|   |                                                                                           |   |   |
|   |                                                                                           |   |   |
|   |                                                                                           |   |   |
|   | Attn:                                                                                          |   |   |   |
|   |                                                                                           |   |   |
|   | To ACT:                                                                                        |   |   |
|   |                                                                                           |   |   |
|   | Advanced Cell Technology, Inc.  1201 Harbor Bay Parkway, Suite 120  Alameda, California 94502  |   |   |
|   | Attn:                                                                                          |   |   |   |
|   |                                                                                           |   |   |   |
|   | To Start:                                                                                      |   |   |
|   |                                                                                           |   |   |
|   | Start Licensing, Inc.                                                                          |   |   |
|   | 12357-A Riata Trace Parkway, Suite 150                                                         |   |   |
|   | Austin, Texas 78727                                                                            |   |   |
|   | Attn:                                                                                          |   |   |   |
|   |                                                                                           |   |   |
|   | Any change of address of a Party shall be promptly  communicated in writing the other Parties. |

 

## 11.8         This agreementmay be executed in several counterparts, each of which shall be deemed anoriginal copy and all of which shall constitute one agreement binding on allParties hereto not withstanding that all Parties shall not have signed the samecounterparts.

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NOW, THEREFORE, theParties, intending to be bound by this Settlement and License Agreement, havecaused their respective authorized representatives to sign below.

ADVANCED CELL TECHNOLOGY,INC.
| By:                              | /s/ WILLIAM M.  CALDWELL, IV |   |   |
|----------------------------------|------------------------------|--------|--------|
| Printed Name:                    | William M.  Caldwell, IV     |   |   |
| Title:                           | Chief Executive  Officer     |   |   |
| Date: August 25,  2006           |                         |   |
|                             |                         |   |
| START LICENSING,  INC.           |                         |   |
|                             |                         |   |
| By:                              | /s/ SCOTT K.  DAVIS          |   |   |
| Printed Name:                    | Scott K. Davis               |   |   |
| Title:                           | President                    |   |   |
| Date:                            | August 28, 2006              |   |   |
|                             |                         |   |
| THE UNIVERSITY  OF MASSACHUSETTS |                         |   |
|                             |                         |   |
| By:                              | /s/ WILLIAM  ROSENBERG       |   |   |
| Printed Name:                    | William  Rosenberg           |   |   |
| Title:                           | Executive  Director, CVIP    |   |   |
| Date:                            | 8/29/06                      |   |   |
|                                  |                              |        |        |  |  |  |

 

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