**Exhibit 10.62**

 

**MATERIALS TRANSFER AGREEMENT**

 

BCCancer Agency

 

ThisAgreement is among Advanced Cell Technology, Inc. (“ACT”), B.C. Cancer Research Centre (“The Institution”) and Dr. Peter Lansdorp (“Researcher”).  The Institution and the Researcher are collectivelyreferred to in this Agreement as the “Recipients.”

 

Theparties hereby agree as follows:

 

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

 

1)     Blood samples from cloned and control cattle.

2)     Embryonic cell samples produced at Advanced Cell Technology.

3)     Fixed and living cells provided.

 

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

 

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

 

Measurement of telomeresand telomerase activity

 

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

 

**OneInnovation Drive, Worcester, MA 01605 Tel 508.756.1212 Fax 508.756.0931**

 

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

 

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

 

5.               **Ownership of IntellectualProperty****.** The Researcher shall promptly inform ACTthey intend to commercialize, to file a patent application claiming, or toassert any intellectual property rights in any research results obtained usingthe Materials.  ACT agrees to negotiate ingood faith their respective ownership of the research results and anyintellectual property rights therein based on their relative contributions tosuch rights and on any applicable laws relating to ownership of such rights,including without  limitation thoserelating to inventorship and authorship.

 

6.               **License Option to ACT****.**   Recipientsshall notify ACT promptly of any discoveries, inventions, data, modifications,new substances, and other results of any research using the Materials (“ResearchResults”).    To the extent permitted bylaw and any conflicting obligations to non-profit sponsors of research, theRecipient hereby grants ACT a first option to obtain an exclusive, worldwidelicense under any intellectual property rights in any Research Results (the “LicenseOption”).    ACT may exercise the LicenseOption upon written notice and the Recipient within thirty (30) days from thedate upon which ACT receives notice of the relevant Research Results. In theevent that ACT elects to exercise the License Option, the parties shall attemptto negotiate in good faith to license agreement containing commerciallyreasonable terms and pricing.   If theparties are unable to reach agreement within ninety (90) days after the dateupon which ACT exercised the license option (the “Negotiation Period”).   Then the Recipient will be free to offersuch rights to third parties; provided, however, that for a period of one (1)year after the Negotiation Period 

 

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theRecipient may only offer such rights to third parties on terms and pricingwhich in the aggregate are no more favorable than those last offered to ACT,unless the more favorable terms and pricing have first been offered in writingto ACT and either (i) ACT has declined in writing to accept such terms andpricing or (ii) ACT has not responded after a period of thirty (30) days fromthe date of such offer. The Recipient shall not use the Materials in researchthat is subject to a licensing obligation to another commercial entity withoutthe prior written consent of ACT.

 

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

 

8.              **No Warranties****.**  AnyMaterials delivered pursuant to this Agreement are understood to be experimentalin nature and may have hazardous properties. **ACT MAKES NO REPRESENTATIONS AND EXTENDS NOWARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.  WITH RESPECT TO THE MATERIALS, AND SPECIFICALLYDISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULARPURPOSE, OR THAT THE USE OF THE MATERIALS WILL NOT INFRINGE  ANY PATENT OR OTHER PROPRIETARY RIGHTS OF ATHIRD PARTY.**

 

9.              **Indemnification****.** The Recipient assumes all liability fordamages which may arise from the use, storage, or disposal of theMaterials.  To the extent permitted byapplicable law, ACT agrees to indemnify, defend, and hold harmless itsdirectors, officers, representatives, employees, and agent gains all losses,expenses (including without limitation any legal expenses), claims, demands,suits, or other actions arising from the use, storage, or disposal of theMaterials by the Recipient, except to the extent caused by the recklessness orwillful misconduct of ACT.

 

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

 
| **INSTITUTION**              |                             |   | **RESEARCHER**   | ** **            |
|------------------------------|----------------------------------|--------|------------------|-----------------------|
| ** **                   | BC CANCER AGENCY                 |   | ** **       |
| ** **                   |                             |   | ** **       |
| By:                          | /s/ Branko Palcic                |   | By:              | /s/ Dr. Peter Lansdor |   |
| Name:                        | Branko Palcic, PhD               | Name:  | P. Lansdor       |
| Title:                       | Director, Technology Development | Title: | Senior Scientist |
| Date:                        | February 16, 2000                | Date:  | Feb 15, 2000     |
|                         |                             |
|                         |                             |
| **ADVANCED CELL TECHNOLOGY** |                             |
| ** **                   |                             |
| ** **                   |                             |
| By:                          | /s/ Jose B. Cibelli              |   |             |
| Name:                        | Jose B. Cibelli, Ph.D.           |   |
| Title:                       | Vice President of Research       |   |
| Date:                        |                             |   |
|                              |                                  |        |                  |                       |  |  |  |  |

 

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