LICENSE
      AND TECHNOLOGY PURCHASE AGREEMENT

    BETWEEN
      CORNING AND MULTICELL RELATING TO HEPATOCYTES

    


    


    In
      this
      Agreement, Corning Incorporated, a New York corporation, having its principal
      place of business at One Riverfront Plaza, Corning, NY 14831 (hereafter
“CORNING”), and Multicell Technologies, Inc., a Delaware corporation, having its
      principal place of business at 701 George Washington Highway, Lincoln, RI 02865
      (hereafter “MULTICELL”), agree as follows:

    


    Article
      1 - Background

    


    WHEREAS,
      MULTICELL owns exclusive rights, in the form of patents, trade secrets,
      know-how, information, documents, license agreements, inventory, and equipment
      related to the growth, use, and propagation of immortalized hepatocytes (the
      “Technology”); 

    


    WHEREAS,
      CORNING is interested in acquiring exclusive rights to the Technology as it
      relates to the use of immortalized hepatocytes as assay tools for drug discovery
      applications, including their use for performing ADME/Tox assays; 

    


    WHEREAS,
      CORNING intends to further develop and commercialize the Technology as set
      forth
      herein; and, 

    


    WHEREAS,
      MULTICELL is interested in licensing, selling, and transferring certain of
      its
      rights to the Technology as set forth herein to CORNING. 

    


    NOW
      THEREFORE, in
      consideration of the promises and mutual covenants set forth herein, the Parties
      hereto, intending to be legally bound hereby, agree as follows:

    


    Article
      2 - Definitions

    


    
      	
              2.1

            	
              “CORNING
                Field” shall mean the use of the Technology as a drug discovery assay tool
                including the use of the Technology to perform ADME/Tox
                assays.

            


    

    


    
      	
              2.2

            	
              “Effective
                Date” shall mean the date upon which the last of the parties hereto signs
                this Agreement. 

            


    

    


    
      	
              2.3

            	
              “1997
                RIH-MULTICELL LICENSE” shall mean the exclusive license entered into
                between MULTICELL and Rhode Island Hospital dated November 25, 1997
                and
                any amendments thereto listed in Attachment D hereto.
                

            


    

    


    
      	
              2.4

            	
              “Joint
                Field” shall mean the use of the Technology for the identification of
                therapeutic targets or biomarkers subject to the following limitations:
                (i) CORNING’s rights within the Joint Field shall be limited to the
                identification of biomarkers for the development of drug development
                assay
                tools; and, (ii) MULTICELL’s rights within the Joint Field shall be
                limited to the identification of therapeutic targets for drug development.
                

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corning/MCT
                Sublicense Agreement

            	
              2

            


    

     

    
      	
              2.5

            	
              “Licensed
                Product” shall mean a product, the manufacture, use, or sale of which
                would, absent this Agreement, infringe any valid claim included in
                any RIH
                Patent or MULTICELL Patents, or the manufacture, use or sale of which
                relies in whole or in part on some or all of the RIH Know-How or
                MULTICELL
                Know-How.

            


    

     

    
      	
              2.6

            	
              “Licensed
                Services” shall mean a
                service, the manufacture, use, or sale of which would, absent this
                Agreement, infringe any valid claim included in any RIH Patent or
                MULTICELL Patents, or the manufacture, use or sale of which relies
                in
                whole or in part on some or all of the RIH Know-How or MULTICELL
                Know-How.
                

            


    

    


    
      	
              2.7

            	
              “MULTICELL
                Field” shall mean all uses and applications of the Technology outside of
                the CORNING Field and the Joint Field.


            


    

    


    
      	
              2.8

            	
              “MULTICELL
                Know-How” shall mean only that know-how owned or otherwise acquired by
                MULTICELL directly related to the Technology and not part of the
                RIH-MULTICELL Licenses or MULTICELL Patents. 

            


    

    


    
      	
              2.9

            	
              “MULTICELL
                Patents” shall mean only those Patents owned or otherwise acquired by
                MULTICELL listed in Attachment A hereto as well as all foreign
                counterparts and any patent issuing on the applications or continuations
                or divisions thereof, and reissues, reexaminations, or extensions
                of the
                patents. 

            


      	 	 


      	2.10	“Net Sales Price” shall
              mean:


    

    


    
      	 	
              (a)

            	
              in
                any case where any Licensed Product is sold or commercially disposed
                of
                for value in any arm’s length sale to an independent third party, the
                gross invoice price for such Licensed Product, less the following
                permitted deductions to the extent that such items are reflected
                in the
                price charged and do not exceed reasonable and customary amounts
                in the
                country in which the transaction occurs: (1) trade and quantity discounts
                or rebates actually taken or allowed; (2) credits or allowances given
                or
                made for rejections or return of any previously sold Licensed Product
                actually taken or allowed; (3) any tax or government charge (including
                any
                tax levied with respect to income) levied on the sale, transportation
                or
                delivery of the Licensed Product and born by the seller thereof;
                (4) any
                charges for freight or insurance billed to the final customer; and
                (5)
                other costs directly and exclusively related to making sales of (as
                opposed to producing) the Licensed Product, in an amount not to exceed
                5%
                of Net Sales Price. 

            


    

    


    
      	 	
              (b)

            	
              in
                any case where any Licensed Product is sold, leased or otherwise
                commercially disposed of (including, without limitation, disposition
                in
                connection with the delivery of other products or services) in a
                transaction that is not an arm’s length sale to an independent third
                party, the greatest of: (1) the Net Sales Price for such transaction
                determined as provided in (a) above or (2) if there has been any
                arm’s
                length sale of a similar Licensed Product to an independent third
                party,
                the Net Sales Price, determined as provided in (a) above, for the
                most
                contemporaneous such sale or (3), if there has been no such arm’s length
                sale, the gross sale asking price for the Licensed
                Product.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Corning/MCT
                  Sublicense Agreement

              	
                3

              


      

       

      


    

    For
      clarity, Net Sales Price relates to sales made by CORNING or CORNING’s
      sublicensees and specifically excludes sales made by MULTICELL under Article
      4.1.

    


    
      	
              2.11

            	
              “Party”
                and “Parties” shall refer to CORNING and MULTICELL, individually and
                collectively, respectively. 

            


    

    


    
      	
              2.12

            	
              “RIH”
                shall mean Rhode Island Hospital. 

            


    

    


    
      	
              2.13

            	
              “RIH
                Know-How” shall mean all know-how licensed to MULTICELL under the
                RIH-MULTICELL Licenses. 

            


    

    


    
      	
              2.14

            	
              “RIH-MULTICELL
                Licenses” shall mean each of the 1997 RIH-MULTICELL LICENSE and the 2003
                RIH-MULTICELL LICENSE. 

            


    

     

    
      	
              2.15

            	
              “RIH
                Patents” shall mean all Patents licensed to MULTICELL under the
                RIH-MULTICELL Licenses and listed in Attachment B hereto as well
                as all
                foreign counterparts and any patent issuing on the applications or
                continuations or divisions thereof, and reissues, reexaminations,
                or
                extensions of the patents.

            


    

    


    
      	
              2.16

            	
              “2003
                RIH-MULTICELL LICENSE” shall mean the exclusive license entered into
                between MULTICELL and Rhode Island Hospital dated December 9, 2003
                and any
                amendments thereto listed in Attachment D hereto.
                

            


    

    


    
      	
              2.17

            	
              “Term”
                shall be from the Effective Date hereof to the date of expiration
                of the
                last to expire MULTICELL Patents, or the expiration of the term of
                last to
                expire of the RIH-MULTICELL Licenses, whichever is longer. 

            


    

    


    
      	
              2.18

            	
              “Trademarks”
                shall mean any and all MULTICELL trademarks, trade names or trade
                dress
                (registered or not) associated with the Technology within the CORNING
                Field.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corning/MCT
                Sublicense Agreement

            	
              4

            


    

     

    Article
      3 - Grant from MULTICELL to CORNING 

    


    
      	
              3.1

            	
              MULTICELL
                hereby grants to CORNING during the Term and within the CORNING Field:
                (i)
                an irrevocable exclusive worldwide license to develop, have developed,
                make, have made, import, have imported, use, sell and offer to sell
                Licensed Products and Licensed Services under the MULTICELL Patents
                and
                MULTICELL Know-How; and, (ii) an exclusive worldwide sublicense to
                develop, have developed, make, have made, import, have imported,
                use, sell
                and offer to sell Licensed Products and Licensed Services under the
                RIH
                Patents and RIH Know-How. This license and sublicense shall include
                the
                unrestricted right to grant sublicenses within the CORNING Field
                provided
                that any sublicense contains relevant binding payment obligations
                to RIH
                as contained in each of the RIH-MULTICELL Licenses and any amendments
                made
                thereto as of the Effective Date. 

            


    

    


    
      	
              3.2

            	
              MULTICELL
                hereby grants to CORNING during the Term and within the Joint Field:
                (i)
                an irrevocable non-exclusive worldwide license to develop, have developed,
                make, have made, import, have imported, use, sell and offer to sell
                Licensed Products and Licensed Services under the MULTICELL Patents
                and
                MULTICELL Know-How; and, (ii) a non-exclusive worldwide sublicense
                to
                develop, have developed, make, have made, import, have imported,
                use, sell
                and offer to sell Licensed Products and Licensed Services under the
                RIH
                Patents and RIH Know-How. This license and sublicense shall include
                the
                unrestricted right to grant sublicenses within the Joint Field provided
                that any sublicense contains relevant binding payment obligations
                to RIH
                as contained in the RIH-MULTICELL Licenses and any amendment made
                thereto
                as of the Effective Date. 

            


    

    


    
      	
              3.3

            	
              MULTICELL
                grants to CORNING for perpetuity, a, irrevocable worldwide, non-exclusive
                license under the Trademarks for use in conjunction with Licensed
                Products, Licensed Services and any other commercial endeavor related
                to
                CORNING’s use of the Technology. This license shall include the
                unrestricted right to grant
                sublicenses.

            


    

    


    
      	
              3.4

            	
              CORNING
                shall have no rights within the MULTICELL Field. Nothing in this
                Agreement
                shall limit MULTICELL’s rights within the MULTICELL
                Field.

            


    

    


    Article
      4 - Grant from CORNING to MULTICELL 

    


    
      	
              4.1

            	
              CORNING
                hereby grants to MULTICELL during the Term, under MULTICELL Patents,
                MULTICELL Know-How, RIH Patents, and RIH Know-How, within the CORNING
                Field, a limited non-exclusive worldwide license to make, have made,
                use,
                and sell products and services under the Patents and Know-How. This
                license shall be limited in scope to only allow MULTICELL to service
                and
                renew its present agreements (as defined in Attachment C), that exist
                between MULTICELL and Eisai, Bristol Meyers Squibb, and Pfizer. This
                license shall also allow MULTICELL to use the Technology for advancement
                of its therapeutic product candidates including but not limited to,
                the
                use of the Technology for performing ADME/Tox assays. This license
                shall
                not include the right to grant sublicenses. To the extent RIH Patents
                or
                RIH Know-How is required to provide products or services under this
                limited license as a result of which the payment of royalties or
                other
                monies may be due to RIH, MULTICELL shall be wholly responsible for
                making
                royalty payments directly to RIH as may be required by the RIH-MULTICELL
                Licenses. Nothing is this Article is intended to limit CORNING’s right to
                sell, service or sublicense any entity (including those identified
                above)
                within the CORNING Field.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Corning/MCT
                  Sublicense Agreement

              	
                5

              


      

       

    

    
      	
              4.2

            	
              CORNING
                assumes no obligation or responsibility under the agreements listed
                in
                Attachment C. MULTICELL shall defend, indemnify and hold harmless
                Corning
                from any claims, losses, damages, demands, judgment or penalties
                that may
                arise from or otherwise relate to the agreements identified in Attachment
                C.

            


    

    


    
      	
              4.3

            	
              Should
                MULTICELL wish to engage a third party subcontractor to perform all
                or any
                portion of its obligations under one or more of the agreements identified
                in Attachment C (by utilizing the “have made” right from the limited
                grant-back license under Article 4.1), MULTICELL shall request in
                writing
                approval from CORNING, such approval shall not be unreasonably withheld
                by
                CORNING, and such request shall be answered within fifteen (15) business
                days following receipt by CORNING. In the event CORNING does not
                respond
                to MULTICELL’s request within fifteen (15) business days, MULTICELL shall
                be free to enter into said “have made” agreement. In such request,
                MULTICELL shall provide CORNING with the name of the prospective
                third
                party as well as evidence that the third party is under obligations
                of
                confidentiality no less restrictive than those established between
                CORNING
                and MULTICELL to protect the licensed MULTICELL Know-How and RIH
                Know-How.
                The request shall be addressed to Dr. Joydeep Lahiri, or current
                Research
                Director, Biochemical Technologies.


            


    

    


    Article
      5 - Physical Asset Acquisition

    


    
      	
              5.1

            	
              Upon
                execution of this Agreement, MULTICELL shall transfer all right,
                title,
                and interest, including ownership interest, in each of the following
                to
                CORNING:

            


    

    


    
      	 	
              (a)

            	
              Sixty-seven
                percent (67%) of the inventory of immortalized Fa2N-4 human hepatocyte
                cells used by MULTICELL for sale as part of its ADME/Tox
                kit.

            


    

    


    
      	 	
              (b)

            	
              Copies
                of all scientific notebooks, media formulations, manufacturing procedures,
                quality control and quality assurance procedures, raw material, WIP,
                finished goods inventories, and customer lists in the possession
                or
                control of MULTICELL that may be necessary for CORNING to practice
                Technology within the CORNING Field. CORNING shall be responsible
                for
                producing these copies. If for whatever reason, it is necessary for
                MULTICELL to produce the copies, the cost of providing copies of
                all such
                material be at the sole expense of CORNING and shall not exceed customary
                market prices for copying services, as provided by vendors such as
                Kinko’s.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Corning/MCT
                  Sublicense Agreement

              	
                6

              


      

       

    

    
      	 	
              (c)

            	
              The
                equipment listed in Attachment E. 

            


    

    


    
      	
              5.2

            	
              Other
                Cell Lines.
                MULTICELL and CORNING agree to divide MULTICELL’s remaining cell line
                inventory not divided according to the terms set forth in Section
                5.1(a)
                herein on an equal basis.

            


    

    


    Article
      6 - Transition Period

    


    
      	
              6.1

            	
              At
                CORNING’s request, MULTICELL agrees to maintain its existing Rhode Island
                facility at 701 George Washington Highway, Lincoln, RI 02865 for
                up to
                four (4) months from the Effective Date (“Transition Period”) to allow
                CORNING an opportunity to package and ship the assets listed in Article
                5
                to a CORNING designated facility. At no time during the Transition
                Period
                shall CORNING undertake any other activity within MULTICELL’s Rhode Island
                facility other than the packaging and shipping of the assets listed
                in
                Article 5 to a CORNING designated
                facility.

            


    

    


    
      	
              6.2

            	
              During
                the Transition Period, MULTICELL shall retain all responsibility
                for costs
                and obligations associated with maintaining the Rhode Island facility
                including utilities, insurance, rent, etc.


            


    

    


    
      	
              6.3

            	
              During
                the Transition Period and prior to CORNING’s initiation of packing
                activities, MULTICELL shall assume all responsibility for the assets
                listed in Article 5, including risk of loss, during the storage of
                the
                subject assets at MULTICELL’s Rhode Island facility. Once CORNING
                initiates packaging activities with respect to any individual asset,
                it
                shall take physical possession of that asset and assume all responsibility
                including risk of loss during the packaging and transport of the
                respective asset from MULTICELL’s Rhode Island facility to CORNING’s
                designated facility. 

            


    

    


    
      	
              6.4

            	
              The
                Transition Period is considered to be complete once all of the specified
                assets listed in Article 5 have been loaded into CORNING provided
                shipping
                containers and transport vehicles by CORNING employees, consultants,
                contractors or agents (hereinafter “CORNING Personnel”). Notwithstanding
                the foregoing, the Transition Period shall not exceed four (4) months
                in
                duration unless otherwise mutually agreed to in writing by the
                Parties.

            


    

    


    
      	
              6.5

            	
              CORNING
                Personnel shall have access to MULTICELL’S Rhode Island facility
                throughout the Transition Period only during MULTICELL’S normal business
                hours. All CORNING Personnel shall (i) comply with all MULTICELL
                Rhode
                Island facility safety and workplace regulations, (ii) inform MULTICELL’s
                Rhode Island facility Office Manager upon entry to and departure
                from the
                facility, and (iii) at all times conduct themselves in a professional
                manner similar to if they were working at a CORNING facility. In
                the event
                CORNING Personnel are injured while working at MULTICELL’s Rhode Island
                facility during the Transition Period, CORNING shall be solely responsible
                for, and shall indemnify and hold MULTICELL harmless against, any
                and all
                claims of Worker’s Compensation or any other claims resulting from
                injuries sustained by CORNING Personnel while at MULTICELL’s Rhode Island
                facility. 

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corning/MCT
                Sublicense Agreement

            	
              7

            


    

     

    
      	
              6.6

            	
              MULTICELL
                shall support and assist CORNING during the Transition Period in
                order to
                effectuate a timely and ordered transition, provided however, such
                support
                and assistance shall not include MULTICELL providing packaging and
                shipping materials, or providing its personnel to assist with the
                physical
                packaging and shipping of the assets listed in Article
                5.

            


    

    


    Article
      7 - Consideration

    


    
      	
              7.1

            	
              In
                consideration of the licenses granted in Article 3, CORNING shall
                pay to
                MULTICELL (i) three
                hundred and seventy -five thousand
                U.S. Dollars (US $375,000) upon execution of this Agreement, and
                (ii) an
                additional three
                hundred and seventy -five thousand
                U.S. Dollars (US $375,000) upon the completion of the Transition
                Period.
                

            


    

    


    
      	
              7.2

            	
              In
                accordance with MULTICELL’s obligations under each RIH-MULTICELL License,
                CORNING shall pay to Rhode Island Hospital a royalty as a percentage
                of
                the Net Sales Price according to the terms and conditions set forth
                in the
                RIH-MULTICELL Licenses. In addition, CORNING hereby agrees (i) to
                be bound
                by the following Sections of the 1997 RIH-MULTICELL LICENSE: 3.2,
                3.3, 3.4, 3.5, 4.2, 5.1 and 6.1 and (ii) to be bound by the following
                Sections of the 2003 RIH-MULTICELL LICENSE: 3, 4.4, 4.5, 4.6, 6.1,
                6.2,
                6.3, 9 and 11. CORNING assumes no obligations under the RIH-MULTICELL
                LICENSES which precede the Effective Date.


            


    

    


    
      	
              7.3

            	
              MULTICELL
                shall defend, indemnify and hold harmless Corning from any and all
                claims
                that may be asserted by Rhode Island Hospital arising from or otherwise
                related to the RIH License, other than claims for royalties owed
                arising
                from Corning’s sale of Licensed Products and Licensed Services but only to
                the extent specifically calculable pursuant to Article 7.2.
                

            


    

    


    
      	
              7.4

            	
              For
                the sale of the assets referenced in Article 5.1 and 5.2 and listed
                in
                Attachment E, CORNING shall pay to MULTICELL $69,837.50. Fifty percent
                (50%) of this amount shall be due upon execution of this Agreement,
                and
                the remainder due upon the conclusion of the Transition
                Period.

            


    

    


    
      	
              7.5

            	
              CORNING
                shall pay to MULTICELL, a monthly fee of $25,000 (“Transition Fee”) for
                MULTICELL to maintain the Rhode Island facility during the Transition
                Period. The first month of the Transition Period shall begin on the
                Effective Date, and the Transition Fee payment shall be due and payable
                NET 15 days after receipt by Corning of Multicell’s Transition Fee invoice
                for the respective prior period. There is no requirement that CORNING
                utilize the facility for all four (4) months, and CORNING is obligated
                to
                pay MULTICELL the Transition Fee for only so long as the Transition
                Period
                lasts. In any month where the Transition Period does not constitute
                an
                entire month, the Transition Fee paid by CORNING shall be prorated
                and
                paid on a daily basis for said
                month.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corning/MCT
                Sublicense Agreement

            	
              8

            


    

     

    Article
      8 - Term and Termination

    


    
      	
              8.1

            	
              This
                Agreement shall be effective on the Effective Date and shall last
                for the
                Term. 

            


    

    


    
      	
              8.2

            	
              This
                Agreement may be terminated by either party, if the other party materially
                breaches any of the material terms, covenants or provisions of this
                Agreement, such termination to be effected by giving written notice
                of
                intent to terminate to the breaching party stating the grounds therefore.
                The party receiving the notice shall have ninety (90) days thereafter
                to
                correct such breach. If such breach is not corrected within said
                ninety
                (90) days after notice as aforesaid, then this Agreement shall
                automatically terminate. 

            


    

    


    
      	
              8.3

            	
              The
                following Articles of this Agreement shall survive the expiration
                or
                earlier termination of this Agreement for any reason whatsoever:
                Articles
                2.1 through 2.18, Article 4.2, the indemnification right/obligation
                set
                forth in Article 7.2; Articles 9.1, 9.2 and 9.3, and Articles 14.2
                through
                14.13.

            


    

    


    Article
      9 - Warranty

    


    
      	
              9.1

            	
              MULTICELL
                represents and warrants that it owns or controls the exclusive right
                to
                the Technology, that it has been duly and properly authorized and
                empowered to enter into this Agreement, that it is not a party to
                any
                existing assignments, grants, licenses, encumbrances, obligations
                or
                agreements, written or oral, inconsistent with this Agreement that
                would
                impede CORNING’s right to practice the Technology as and to the extent
                anticipated in this Agreement, or that would impede MULTICELL’s ability to
                fully perform all obligations assumed by it in this Agreement; that
                it has
                good and marketable title to the assets referenced in Articles 5.1(a),
                5.1(b), 5.1(c) and 5.2 free and clear of all liens, claims, charges
                or
                other encumbrances; and that it has no actual knowledge of the invalidity
                or unenforceability of any patent or patent claim in MULTICELL Patents
                or
                RIH Patents. MULTICELL shall defend, indemnify and hold harmless
                CORNING
                from any and all damages, liabilities, costs or other expenses that
                CORNING may suffer or incur as a result of breach of any representation
                or
                warranty provided by MULTICELL in this Article
                9.1.

            


    

    


    
      	
              9.2

            	
              Other
                than as provided in Article 9.1, neither MULTICELL nor CORNING make,
                and
                hereby specifically disclaim, any representations or warranties of
                any
                kind, whether express or implied, with respect to the MULTICELL Patents
                and RIH Patents including, but not limited to, warranties of
                merchantability, fitness for a particular purpose, validity of, or
                that
                the use of said patents or the Licensed Product or the Licensed Services
                will not infringe the intellectual property of any third
                party.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	
                Corning/MCT
                  Sublicense Agreement

              	
                9

              


      

       

    

    
      	
              9.3

            	
              CORNING
                represents and warrants that it has been duly and properly authorized
                and
                empowered to enter into this Agreement, that it is not a party to
                any
                existing assignments, grants, licenses, encumbrances, obligations
                or
                agreements, written or oral, inconsistent with this Agreement. CORNING
                shall defend, indemnify and hold harmless MULTICELL from any and
                all
                damages, liabilities, costs or other expenses that MULTICELL may
                suffer or
                incur as a result of breach of any representation or warranty provided
                by
                CORNING in this Agreement.

            


    

    


    Article
      10 - Patent Prosecution and Maintenance

     

    
      	
              10.1

            	
              MULTICELL
                shall be fully responsible for payment of maintenance fees for MULTICELL
                Patents and RIH Patents. To the extent prosecution is ongoing for
                any of
                the subject patents, MULTICELL shall control such strategy. However,
                should CORNING’s rights hereunder be materially affected by such strategy,
                MULTICELL agrees to inform CORNING in an advanced writing of the
                issue and
                shall allow CORNING to provide assistance and input. No reasonable
                input
                shall be withheld. Any expenses and costs associated with the prosecution
                and maintenance of the subject patents shall be paid by MULTICELL.
                

            


      	 	 


      	10.2	Should MULTICELL elect to forego maintenance payments
              or
              abandon prosecution under any of the MULTICELL PATENTS, it shall first
              notify CORNING thirty (30) days in advance of such relinquishment of
              rights so that CORNING may elect to assume payments or prosecution.
              In
              such case, MULTICELL shall assign all rights to such MULTICELL Patents
              to
              CORNING and CORNING shall assume all costs and decisions with respect
              to
              such patents.


      	 	 


      	10.3 	Should MULTICELL elect to forego maintenance payments
              or
              abandon prosecution under any of the RIH PATENTS, it shall first notify
              CORNING thirty (30) days in advance of such relinquishment of rights
              so
              that CORNING may elect to assume payments or prosecution. In such case,
              MULTICELL shall assign all rights to such RIH Patents under the
              RIH-MULTICELL License to CORNING and CORNING shall assume all costs
              and
              decisions with respect to such RIH
              Patents.


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corning/MCT
                Sublicense Agreement

            	
              10

            


    

     

    Article
      11 - Assignment

    


    
      	
              11.1

            	
              This
                Agreement may not be assigned, pledged, encumbered or transferred
                without
                the written approval of the other Party except that either Party
                may
                assign the Agreement and all rights and obligations hereunder (i)
                in
                conjunction with the sale of substantially all of the assets of their
                corporation or the respective business associated with this Agreement,
                or
                (ii) to an affiliate or majority owned subsidiary of the
                Party.

            


    

    


    Article
      12 - Enforcement/Improvements

    


    
      	
              12.1

            	
              Enforcement.
                In the case of any infringement of any MULTICELL Patent or RIH Patent
                or
                any violation of any other intellectual property right contained
                in the
                CORNING Field by any third party (an “Infringer”) during the Term of this
                Agreement, CORNING shall have the right but not the obligation, at
                CORNING’s expense, to cause such third party to cease such infringement
                and to otherwise enforce such patents or such other intellectual
                property
                right. MULTICELL shall assist as reasonably requested, at CORNING’s
                expense, in taking any such action against any such Infringer including
                joining as a party to a suit. Any amount recovered as a result of
                any
                action taken by CORNING hereunder shall be retained by CORNING. This
                paragraph shall survive the termination or expiration of this
                Agreement.

            


    

    


    
      	
              12.2

            	
              Improvements.
                Each Party shall be the sole owner of their own improvements to the
                Technology made after the Effective date and no license to such
                improvements shall convey to the other Party. As an example, it is
                recognized that
                biomarkers can evolve into therapeutic targets and that therapeutic
                targets can evolve into biomarkers, and therefore, either party will
                have
                sole rights to evolve their proprietary biomarkers or drug targets
                within
                the Joint Field into the other.

            


    

    


    Article
      13 -Non-Compete 

     

    
      	
              13.1

            	
              Non-Compete.
                Multicell is aware that CORNING intends to hire as CORNING employees
                two
                (2) former employees of MULTICELL who have certain expertise in growing,
                using and proliferating the cell lines of interest in this transaction.
                Due to the unique skills possessed by these individuals, MULTICELL
                hereby
                agrees not to extend any offer of employment to Dr. Ron Faris or
                Dr. Jin
                Liu for a period of three (3) years after the Effective
                Date.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corning/MCT
                Sublicense Agreement

            	
              11

            


    

     

    Article
      14 - Miscellaneous

    


    
      	
              14.1

            	
              A
                waiver of any breach of any provision of this Agreement shall not
                be
                construed as a continuing waiver of other breaches of the same or
                other
                provisions of this Agreement.

            


    

    


    
      	
              14.2

            	
              MULTICELL
                and CORNING agree to maintain the financial terms, but not the existence
                of this Agreement, in confidence except as (a) may be required by
                either
                Party to enforce any provision of this Agreement, (b) as otherwise
                may be
                ordered by a court of competent jurisdiction, (c) as may be necessary
                in
                connection with financial and legal reporting activities, or (d)
                as may be
                necessary for disclosure to a potential purchaser of all or a portion
                of
                the assets associated with the Party’s business to which this Agreement
                relates (in such instance, the disclosure shall be made only under
                terms
                of a confidentiality agreement). Should a Party need to make a disclosure
                under (a)-(c) above, that Party shall provide notice to the other
                Party at
                least fifteen (15) days prior to such
                disclosure.

            


    

    


    
      	
              14.3

            	
              Nothing
                herein shall be deemed to create an agency, joint venture, or partnership
                relation between the Parties.

            


    

    


    
      	
              14.4

            	
              With
                the exception of the NDA entered into between the Parties on March
                2,
                2007, this Agreement constitutes the entire agreement and understanding
                of
                the Parties with regard to the subject matter hereof and merges and
                supersedes all prior discussions, negotiations, understandings and
                agreements between the Parties concerning the subject matter hereof.
                Neither Party shall be bound by any definition, condition, warranty,
                right, duty, or covenant other than as expressly stated in this Agreement,
                or as subsequently set forth in a written document signed by both
                Parties.
                Each Party expressly waives any implied right or obligation regarding
                the
                subject matter hereof.

            


    

    


    
      	
              14.5

            	
              This
                Agreement shall be interpreted and construed, and the legal relations
                created herein shall be determined, in accordance with the laws of
                the
                State of New York (excluding conflict of laws) and the United States
                and
                exclusive jurisdiction for any litigation proceedings arising under
                or
                otherwise related to this Agreement shall be in Federal District
                Court
                located in the Western District of New
                York.

            


    

    


    
      	
              14.6

            	
              This
                Agreement may be amended only by a written document signed by authorized
                representatives of both Parties.

            


    

    


    
      	
              14.7

            	
              Each
                Party agrees to execute, acknowledge and deliver all such further
                instruments, and to do all such further acts, as may be necessary
                or
                appropriate to carry out the intent and purposes of this
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corning/MCT
                Sublicense Agreement

            	
              12

            


    

     

    
      	
              14.8

            	
              The
                headings contained in this Agreement are for reference purposes only
                and
                shall not affect in any way the meaning or interpretation of this
                Agreement. Except where the context requires otherwise, whenever
                used the
                singular includes the plural, the plural includes the singular, and
                the
                term “including” or “includes” means including, without limiting the
                generality of any description preceding that term. The wording of
                this
                Agreement shall be deemed wording mutually chosen by the parties
                and no
                rule of strict construction shall be applied against either
                party.

            


    

    


    
      	
              14.9

            	
              Should
                any part or provision of this Agreement be held unenforceable or
                in
                conflict with the law of any jurisdiction, the validity of the remaining
                parts or provisions shall not be affected by such holding. In the
                event a
                part or provision of this Agreement held unenforceable or in conflict
                with
                law affects consideration to either Party, the Parties agree to negotiate
                in good faith amendment of such part or provision in a manner consistent
                with the intention of the Parties as expressed in this
                Agreement.

            


    

    


    
      	
              14.10

            	
              Neither
                Party shall be responsible or liable to the other Party for nonperformance
                or delay in performance of any terms or conditions of this Agreement
                due
                to acts or occurrences beyond the control of the non-performing or
                delayed
                Party, including but not limited to, acts of God, acts of government,
                wars, riots, strikes or other labor disputes, shortages of labor
                or
                materials, fires and floods, provided the non-performing or delayed
                Party
                provides to the other Party written notice of the existence and the
                reason
                for such nonperformance or delay. The nonperformance or delay of
                a Party
                in excess of one hundred eighty (180) days shall constitute cause
                for
                termination of this Agreement by written notice to the non-performing
                or
                delayed Party.

            


    

    


    
      	
              14.11

            	
              (a)

            	
              Except
                as contemplated in Article 4.3, any and all notices or other
                communications required or permitted by this Agreement or by law
                to be
                served on or given to either Party hereto by the other Party shall
                be in
                writing and delivered or sent to:

            


    

     

    
      	 	CORNING:	
              Corporate
                Secretary

              Corning
                Incorporated

              One
                Riverfront Plaza

              Corning,
                NY 14831

            
	 	 	 
	 	With a copy to:	
              IP
                Agreement Coordinator

              Corning
                Incorporated

              IP
                Department

              SP-TI-03-01

              Corning,
                NY 14831

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Corning/MCT
                Sublicense Agreement

            	
              13

            


    

     

    
      	
            	MULTICELL:	
              President
                & CEO

              Multicell
                Technologies, Inc.

              701
                George Washington Highway

              Lincoln,
                RI 02865

            


    

    


    Each
      Party may change its address for purposes of this Agreement by written notice
      to
      the other Party.

    


    
      	 	
              (b)

            	
              All
                notices or other communications shall be deemed duly served and given
                on
                the date when personally delivered to the Party to whom it is directed,
                when transmitted electronically by telex or facsimile, or when deposited
                in the United States mail, first class, postage prepaid, and addressed
                to
                the Party at the address in Article 14.11
                (a).

            


    

    


    
      	
              14.12

            	
              This
                Agreement shall be executed by each Party in duplicate originals,
                each of
                which shall be deemed an original, but both originals together shall
                constitute only one and the same
                instrument.

            


    

    


    
      	
              14.13

            	
              Attached
                hereto as Attachment F is a letter of mutual understanding between
                RIH,
                MULTICELL, and CORNING. CORNING and MULTICELL each acknowledge and
                agree
                that, in consideration of the execution and delivery of the letter
                of
                mutual understanding by RIH, which letter is acknowledged and agreed
                to be
                of benefit to both CORNING and MULTICELL and to be executed by RIH
                in
                reliance upon its status as a third-party beneficiary hereunder,
                RIH shall
                be a third-party beneficiary of CORNING’s covenants and agreements
                contained in Section 7.2, and shall have the right at its option
                to
                enforce such covenants and agreements directly on its own behalf
                in the
                event of any breach by CORNING. 

            


    

    


     

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the Parties have executed this Agreement in duplicate on the
      signature page hereof.

     

    
      	
              CORNING
                INCORPORATED

            	 	MULTICELL
              TECHNOLOGIES, INC.	 
	 	 	 	 	 	 
	By:	   
              	 	By: 	   	 
	 	 	 	 	
              Stephen
                Chang, Ph.D.

            	 
	 	 	 	 	 	 
	Title: 	   	 	Title:	President
&
CEO	 
	 	 	 	 	 	 
	Date:	   	 	Date:	   
              	 
	 	 	 	 	 	 


    

    Sponsor: P. Grittner 


    

     

    


    


    Accepted
      and approved solely for purposes of Section 14.13: 

    


    RHODE
      ISLAND HOSPITAL

    


    


    
      	By:	   
              	 
	 	 	 
	Name:	     	 
	 	 	 
	Title:	     	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

          
ATTACHMENT
      A

    MULTICELL
      PATENTS

    


    
      	
              Title

            	
              Country
                / Region

            	
              Serial
                Number

            
	
              Use
                of cell lines to
produce active
                therapeutic
proteins

            	
              United
                States

            	
              10/574,167

            
	 	
              Australia

            	
              2004280238

            
	 	
              Canada

            	
              2,541,380

            
	 	
              Europe

            	
              04794573.8

            
	 	
              Israel

            	
              174787

            
	 	
              Japan

            	
              2006-534388

            
	 	
              India

            	
              1195/KOLNP/2006

            
	 	
              Singapore

            	
              200602287-5

            
	 	
              World

            	
              PCT/US2004/033260

            
	 	 	 
	
              Immortalized
                Hepatocytes

            	
              United
                States

            	
              10/574,163

            
	 	
              Australia

            	
              2004322811

            
	 	
              Canada

            	
              2550452

            
	 	
              Europe

            	
              04794437.6

            
	 	
              Japan

            	
              2007-506132

            
	 	
              Singapore

            	
              200602290-9

            
	 	
              World

            	
              PCT/US04/33091

            
	 	 	 
	
              Immortalization
                of
Hepatocytes Using a Virus

            	
              World

            	
              WO
                2006/041488 A1

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      B

    RIH
      PATENTS

    


    
      	
              Title

            	
              Country
                / Region

            	
              Serial
                Number

            
	
              Isolation
                and culture
of Porcine Hepatocytes

            	
              United
                States

            	
              6,017,760

            
	 	
              Europe

            	
              96928928.9

            
	 	
              World

            	
              PCT/US96/133395

            
	 	 	 
	
              Immortalized
                
Hepatocytes

            	
              United
                States

            	
              5,869,243

            
	 	
              United
                States

            	
              6,107,043

            
	 	
              Canada

            	
              2247939

            
	 	
              Europe

            	
              97908020.7

            
	 	
              World

            	
              PCT/US97/03430

            
	 	 	 
	
              Liver
                Stem Cell

            	
              United
                States

            	
              6,129,911

            
	 	
              United
                States

            	
              6,872,389

            
	 	
              United
                States

            	
              09/743,544

            
	 	
              Canada

            	
              2336958

            
	 	
              Europe

            	
              99935488.9

            
	 	
              Japan

            	
              2000-559223

            
	 	
              World

            	
              PCT/US99/15625

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      C

    PFIZER,
      BMS, AND EISAI AGREEMENTS

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      D

    RIH-MULTICELL
      LICENSES, 

    AMENDMENT
      1; AMENDMENT 2

    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      E

    EQUIPMENT
      LIST

    


    


    
      	
              MCT
                #

            	
               

            	
              Model
                #

            	
              Serial
                #

            
	
              E

            	
              98-7

            	
              Corning
                Hot Plate

            	
              PC
                101

            	
              L-113-6

            
	
              E

            	
              98-13

            	
              Precision
                Water Bath

            	
              188

            	
              10AZ-6

            
	
              E

            	
              98-20

            	
              Glas-Col
                Tissue Homogenizer

            	
               

            	
              264611

            
	
              E

            	
              98-35

            	
              Corning
                PH Meter

            	
              430

            	
              3616

            
	
              E

            	
              98-39

            	
              Hybaid
                Hybridization Oven

            	
              H-9360

            	
              7A040006-1

            
	
              E

            	
              98-40

            	
              Whatman
                Ultrasonic Processor

            	
              GE50T

            	
              16625D

            
	
              E

            	
              98-52

            	
              Zeiss
                Fluorescent Microscope

            	
              Axiovert
                10

            	
               

            
	
              E

            	
              98-53

            	
              Lindberg
                Blue M Water Bath

            	
              WB-1120A

            	
              9306-15

            
	
              E

            	
              98-58

            	
              Precision
                Convection Incubator

            	
               

            	
              9207-012

            
	
              E

            	
              98-60

            	
              IEC
                Tabletop Centrifuge

            	
              IM221

            	
              5361

            
	
              E

            	
              98-99

            	
              Bio-Rad
                Power Supply

            	
              1000/500

            	
              10295

            
	
              E

            	
              98-125

            	
              Bio-Rad
                Power Supply

            	
              PowerPac
                300

            	
              282BR09153

            
	
              E

            	
              98-129

            	
              BioRad
                Mini Protean II Cell

            	
               

            	
              125BR075757

            
	
              E

            	
              98-130

            	
              BioRad
                Mini Trans Blot Cell

            	
               

            	
              153BR26100

            
	
              E

            	
              00-137

            	
              Fisher
                Stirrer

            	
               

            	
              005N0690

            
	
              E

            	
              00-138

            	
              Fisher
                Stirrer

            	
               

            	
              005N0747

            
	
              E

            	
              00-140

            	
              Eppendorf
                Microcentrifuge

            	
              5415C

            	
              93862

            
	
              E

            	
              00-153

            	
              Kenmore
                -20 Upright Freezer

            	
               

            	
               

            
	
              E

            	
              00-162

            	
              Fisher
                Stirrer / Hotplate

            	
               

            	
              904N1197

            
	
              E

            	
              00-165

            	
              Watson
                Marlow TPM Pump

            	
               

            	
              03643410P0

            
	
              E

            	
              00-170

            	
              Eppendorf
                Microcentrifuge

            	
              5415D

            	
              22709

            
	
              E

            	
              00-175

            	
              Fisher
                Electrophoresis System

            	
              FBSBR2025

            	
               

            
	
              E

            	
              00-180

            	
              Transilluminator

            	
              FBTI-614

            	
              001N0089

            
	
              E

            	
              00-181

            	
              Electrophoresis
                Analysis System

            	
              EDAS-290

            	
              ETK01901899

            
	
              E

            	
              00-182

            	
              Electrophoresis
                Analysis System

            	
              EDAS-290

            	
              EKT02703617

            
	
              E

            	
              04-185

            	
              Glas-Col
                Rotator

            	
               

            	
              391696

            
	
              E

            	
              04-186

            	
              Biorad
                SmartSpec Spectrophotometer

            	
               

            	
              273
                BR 01856

            
	
              E

            	
              04-187

            	
              MJ
                Research DNA Cycler

            	
               

            	
              AL074819

            
	
              E

            	
              05-194

            	
              Forma
                Orbital Shaker

            	
               

            	
               

            
	
              E

            	
              05-199

            	
              Sanyo
                Cell Culture Incubator

            	
              MCO-20AIC

            	
              600100867

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ATTACHMENT
      F

    RHODE
      ISLAND HOSPITAL, MULTICELL TECHNOLOGIES, CORNING

    LETTER
      OF MUTUAL UNDERSTANDING