**Exhibit 10.31.1**

BUYOUT OPTION AGREEMENT

 

This BUYOUT OPTION AGREEMENT is entered intoas of May 31, 2000 between Hematech, LLC, a Delaware limited liabilitycompany (“Hematech”) and Advanced Cell Technology, Inc., a Delawarecorporation with an address at One Innovation Drive, Worcester, Massachusetts01605 (“ACT”).

 

WITNESSETH:

 

WHEREAS, Hematech and ACT are parties to aMembership Interest Exchange and Asset Sale Agreement of even date herewith byand among Hematech, ACT, Cyagra of Kansas, LLC, Cyagra, LLC, and certain Class BMembers of Cyagra, LLC (the “Exchange Agreement”) pursuant to which, amongother things, ACT transferred a portion of its 17.50% Membership Interest inHematech to such Class B Members of Cyagra, LLC in exchange for the Class BMembers’ membership interests in Cyagra, LLC; and

 

WHEREAS, ACT continues to hold a 1.892%Membership Interest in Hematech; and

 

WHEREAS, Hematech desires to acquire anoption to redeem all of ACT’s remaining Membership Interest and ACT is willingto grant such an option on the terms and conditions set forth herein;

 

NOW, THEREFORE, in consideration of themutual promises of the parties contained herein, and other good and valuableconsideration the receipt and sufficiency of which arc hereby acknowledged, theparties hereby agree as follows:

 

1.             Grantof**Option.  For and in consideration of the sum of $10.00and other good and valuable consideration, receipt of which is herebyacknowledged, ACT hereby grants to Hematech the exclusive option (the “Option”)for the period (“Option Period”) commencing on the date hereof and ending ten (10) yearsfrom the date of this Agreement to purchase all of ACT’s Membership Interestsin Hematech.

 

2.             Exerciseof Option.  This Option may beexercised only by written notice by Hematech or its assigns, either personallydelivered or sent by certified mail or overnight delivery and addressed to ACTat the address stated above.  If Hematechexercises this Option, the redemption of ACT’S Membership Interest shall be ona date designated by Hematech in its notice to ACT, provided that Hematechshall give ACT at least ten (10) days prior notice of the closing date.

 

3.             PurchasePrice.  If Hematech exercises thisOption, the purchase price shall be the price per Membership Unit at which Hematechsells additional Membership Interests in an offering of at least $2,000,000sold to institutional investors not directly involved in a business relationshipwith Hematech.  Hematech may onlyexercise this option at the time of the closing of such a financing.

 

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4.             Transfer/Assignment. Nothing contained herein shall impairthe right of ACT (or any subsequent owner of such interests) to transfer itsMembership Interest in Hematech, provided that such transfer is in accordancewith the Limited Liability Company Agreement of Hematech and the transfereeagrees in writing to be bound by the terms of this Agreement.

 

5.             BindingAgreement.  This Agreement shall bebinding upon and inure to the benefit of the parties hereto, and theirrespective successors and assigns.

 

6.             GoverningLaw.  This Agreement and the rightsand obligations of the parties hereunder shall be construed in accordance withand governed by the internal laws of the State of Delaware.

 

IN WITNESS WHEREOF, the parties hereto haveexecuted this Agreement as of the date written above.

 

 
|   | ADVANCED CELL TECHNOLOGY, INC. |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | By:                            | /s/ Michael D. West |   |
|   |                           | Michael D. West, President |
|   |                           |   |
|   |                           |   |
|   | HEMATECH, LLC                  |
|   |                           |   |
|   |                           |   |
|   | By:                            | /s/ James M. Barton |   |
|   |                           | James M. Barton, Chief Executive Officer |

 

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