Exhibit 10.2


[Confidential treatment has been requested with
respect to the omitted portions of this exhibit. This copy omits information
subject to a confidentiality request filed with the Securities and Exchange
Commission. Omissions are designated with the characters [***]. A complete
version of this exhibit has been filed separately with the Securities and
Exchange Commission along with the request for confidential treatment.]


EXCLUSIVE LICENSE
AGREEMENT


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


R E
C I T A L S


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


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


WHEREAS, the
parties to the Litigation have proposed to settle the Litigation as provided in
the Settlement Agreement dated February 3, 2006 between the University of
Massachusetts and Drs. James Robl and Philippe Collas (the “Settlement
Agreement”); and


WHEREAS, as a
result of the settlement of the Litigation Licensor is the owner by assignment
of the Patent Rights; and


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


WHEREAS, Licensor
has agreed to grant Licensee a license to the Patent Rights in accordance with
the terms of this Agreement; and


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









 



ARTICLE 1 -
DEFINITIONS


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


1. Definitions.


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


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


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


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


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




 2
 






 



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


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


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


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


1.9           “Net
Sales” means the invoiced amount  on
sales by Licensee or its Affiliates or sublicensees of Royalty-bearing Licensed
Products and Royalty-bearing Licensed Services to any person or entity, less,
to the extent applicable, the following:


(a)  commercially reasonable discounts actually
allowed and taken;


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


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


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


Sales of Royalty-bearing
Licensed Products and Royalty-bearing Licensed Services by Licensee, or an
Affiliate or sublicensee of Licensee, to any Affiliate or sublicensee which is
a reseller thereof shall be excluded, and only the subsequent sale of such
Royalty-bearing Licensed Product or Royalty-bearing Licensed Service by such
Affiliate(s) or sublicense(s) to a Third Party(s) shall be
deemed Net Sales hereunder.


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


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



 3
 






 



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


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


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


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


1.13         “Territory” means the world.


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


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


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



 4
 






 



ARTICLE 2 — GRANT &
COMMERCIALIZATION OBLIGATIONS


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


2.2           Improvement Patents. Licensor
agrees to use commercially reasonable efforts to provide to Licensee a periodic
written report of all Improvement Patents, provided that such reports shall be
deemed Confidential Information subject to the provisions of Article 7 of
this Agreement, and all such Improvement Patents are and shall be considered
included in the Patent Rights and automatically licensed to Licensee pursuant
to Article 2 of this Agreement.


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


2.4           Retained Rights. Licensee
acknowledges that Licensor shall retain the right to exploit the Patent Rights
for all applications; provided, however,
that with respect to the Exclusive ACT Field, Licensor shall have no right to
further sublicense the Patent Rights in the Exclusive ACT Field. Licensee
acknowledges, understands and agrees that under the retained rights provided
herein, Licensor has the right to engage in contract research and sponsored
research directed to commercialization of the Patent Rights by Licensor for all
applications.


2.5           Commercialization Obligations.
Licensee will exercise commercially reasonable efforts and diligence in
developing and commercializing Royalty-bearing Licensed Products and
Royalty-bearing Licensed Services in the Exclusive ACT Field, such reasonable
efforts and diligence to be in accordance with the efforts and resources
Licensee would use for a product candidate owned by it or to which it has
rights, which is of similar market potential as the applicable Royalty-bearing
Licensed Product or Royalty-bearing Licensed Service, taking into account the
competitiveness of the marketplace, the proprietary position of the
Royalty-bearing Licensed Product or Royalty-bearing Licensed Service, the
relative potential safety and efficacy of the Royalty-bearing Licensed Product
or Royalty-bearing Licensed Service and the cost of goods and availability of
capacity to manufacture and supply the Royalty-bearing Licensed Product or
Royalty-bearing Licensed Service at commercial scale.



 5
 






 



ARTICLE 3 -
CONSIDERATION


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


3.2           Royalties.


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


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


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


3.3           Minimum Annual Royalty. Subject
to the terms and conditions of this Agreement, commencing with calendar year
2006, Licensee shall pay to Licensor the following minimum royalty payments:




	
  For calendar year 2006:

  	
   

  	
  $[***]

  
	
  For calendar
  year 2007:

  	
   

  	
  $[***]

  
	
  For calendar
  year 2008 and each calendar year thereafter during the term of this
  Agreement: 

  	
   

  	
  $[***] 

  






 


In the event that
the annual royalties on Net Sales paid by Licensee for the applicable year is
less than the minimum annual royalty due for such year, Licensee shall pay the
difference to Licensor no later than forty-five (45) days following the end of
each applicable calendar year. In the event that the annual royalties on Net
Sales paid by Licensee for the applicable year is equal to or greater than the
minimum annual royalty due for such year, then Licensee shall have satisfied
the minimum annual royalty obligations for such year. If Licensee fails to make
the payment to satisfy the minimum annual royalty obligations hereunder within
said forty-five (45) day period, such failure shall constitute a material
breach of Licensee’s obligations under this Agreement and Licensor shall have
the right, but not the obligation, to terminate this Agreement as set forth in Section 7.2


The obligation of
Licensee to pay a minimum annual royalty payment shall terminate concurrently
with the expiration or termination of the last applicable Valid Claim within
the 



 6
 






 



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


3.4           Sublicense Income. In the
event Licensee or its Affiliate(s) or sublicensee(s) grants any
sublicenses under this Agreement to a Third Party(s), or grants a Third Party(s) rights
to research, develop, make, have made, use, sell, offer for sale, import,
export, reproduce, distribute, perform and display, or otherwise dispose of
Licensed Products, or to develop or perform Licensed Services, then in lieu of
the royalties set forth in Section 3.2(a), Licensee shall pay Licensor [***]
percent ([***]%) of all royalties and other value, including stock, received by
Licensee from such Third Party(s) (“Sublicense Income”) in consideration
for the grant(s) of such sublicense(s) or other rights, but in no
event shall Licensor receive, on a country-by-country basis, less than [***]
percent ([***]%) of the aggregate Net Sales of the Licensed Product or Licensed
Service in a particular country where such Third Party rights with respect to
the Licensed Product or Licensed Service have been granted by Licensee or its
Affiliates or sublicensees.


 3.5          Third
Party Royalties. In the event that Licensee is required to make, and
actually does make, royalty payments to one or more third parties for a license
to an issued patent or patents (“Third Party Payments”) in order to make, have
made, use, import, sell or offer for sale Royalty-bearing Licensed Products or
to perform Royalty-bearing Licensed Services, in the absence of which such
Royalty-bearing Licensed Product or Royalty-bearing Licensed Service could not
legally be used or sold or performed in such country, and the resulting
aggregate royalty rate owed by Licensee is [***]% or greater, then, Licensee
may reduce the royalties  due Licensor
pursuant to Section 3.2(a) above for such Royalty-bearing Licensed
Product or Royalty-bearing Licensed Service on the same proportionate basis as
all other Third Party royalties are reduced in the same royalty period . However,
the royalty payments due Licensor under Section 3.2(a) may never be
reduced by more than [***] percent ([***]%) in any royalty period.


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


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



 7
 






 



ARTICLE
4 - REPORTS AND RECORDS


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


4.2           Licensee Reports. After the
first commercial sale of a Royalty-bearing Licensed Product or Royalty-bearing
Licensed Service, Licensee, within forty-five (45) days after June 30 and December 31,
of each year, shall deliver to Licensor a true and accurate report, giving such
particulars of the business conducted by Licensee during the preceding six-month
period under this Agreement necessary for the purpose of accounting hereunder. Without
limiting the generality of the foregoing, these reports shall include the
following:


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


(b)    number of
Royalty-bearing Licensed Products sold by Licensee and its Affiliates and
sublicensees;


(c)    total
receipts for Royalty-bearing Licensed Products sold by Licensee and its
Affiliates and sublicensees;


(d)    total
receipts for all Royalty-bearing Licensed Services sold by Licensee and its Affiliates
and sublicensees;


(e)    deductions
applicable as provided in Section 1.9.


In the event
Licensee or an Affiliate grants a sublicense under Section 2.3, such
sublicenses shall require the sublicensee to account for and report its Net
Sales of Licensed Products or Licensed Services to Licensee on the same basis
as if such sales were Net Sales of Licensed Products or Licensed Services by
Licensee so that Licensee may use such information to make payments consistent
with the requirements of Section 3.4.


4.3           Royalty Report. With each such
report submitted, Licensee shall pay to Licensor the royalties due and payable
under this Agreement. If no royalties on Net Sales shall be due, Licensee shall
so report. All information disclosed in such report shall be Licensee’s
Confidential Information.



 8
 






 



ARTICLE
5 — PATENT RIGHTS


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


5.2           Abandonment. Licensor will not
allow any patent or patent application within the Patent Rights to become
expired or abandoned without giving (a) written notice to Licensee at
least thirty (30) business days prior to the final due date for any required
communication, response to office action, filing, or payment, failure to meet
which would result in expiration or abandonment of the patent or patent
application, and (b) Licensee the right to assume responsibility for
payment of costs for such patent or patent application. If Licensee so elects,
Licensor shall continue to be responsible for the preparation, filing,
prosecution, and maintenance of the Patent Rights, but at Licensee’s direction
and at Licensee’s expense. Licensor will execute such documents and otherwise
perform such acts as may be reasonably required to permit Licensor to continue,
at Licensee’s direction and expense, to prosecute and maintain such patent or
application in such jurisdiction(s).


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


5.4           Cooperation. Notwithstanding
anything to the contrary in Section 5.1 above, Licensor and Licensee agree
to reasonably cooperate in connection with the preparation, filing,
prosecution, and maintenance of patents and patent applications included in the
Patent Rights in accordance with Paragraphs 4 through 8 of the Settlement
Agreement, including promptly executing all papers and instruments or requiring
employees of Licensor to execute papers and instruments as reasonably
appropriate to enable Licensee to file, prosecute, and maintain  such patents and patent applications in any
country; and promptly informing Licensee of matters that may substantially
affect preparation, filing, prosecution, or maintenance of such patent
applications (such as becoming aware of an additional inventor who is not
listed as an inventor in a patent application). Additionally, in the event
Licensor exercises its rights hereunder to proceed with any prosecution of
infringement or defense of the Patent Rights, Licensor shall notify and consult
with Licensee prior to entering into any settlement, consent judgment, or other
voluntary disposition of any such action that admits the invalidity or
unenforceability of any Patent Rights or that would adversely affect the rights
of Licensee and will reasonably consider Licensee’s comments and suggestions,
provided that such comments and suggestions are conveyed to Licensor in a
timely manner and do not unreasonably affect or delay Licensor’s ability to
conclude such settlement, consent judgment, or other voluntary disposition.



 9
 






 



ARTICLE
6 — INDEMNIFICATION; LIMITATION OF LIABILITY


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


(a)    arising
out of any breach by Licensor of any obligation, representation or warranty of
Licensor hereunder; or


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


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


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


(a)    arising
out of any breach by Licensee of any obligation, representation or warranty of
Licensee hereunder,


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


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


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


6.3           Indemnification Claims. Each
Party shall give the other Party prompt notice of any claim for which
indemnification under this Section 6 is or may be applicable and will
cooperate with the indemnifying Party in the defense or settlement of such
claim at the indemnifying Party’s expense. The indemnifying Party shall be
required to provide and be entitled to control the defense of any claim covered
hereunder (including the right to control settlement discussions) with counsel
reasonably satisfactory to the other Party, which other Party 



 10
 






 



may,
at its own expense, participate in the defense of any claim after the indemnifying
Party assumes control of the defense thereof. No claim that is subject to
indemnification under this Article 6 shall be settled or otherwise
compromised other than by the Party defending such claim, and then only with
the prior written consent of the other Party, which shall not be unreasonably
withheld or delayed; it shall not be unreasonable to withhold consent if the
settlement or compromise either (a) imposes on the indemnified Party any
liability or obligation which cannot be assumed and performed in full by the
indemnifying Party, or (b) materially adversely affects the indemnified
Party or its rights hereunder. The failure of the indemnified Party to deliver
notice to the indemnifying Party promptly after the commencement of any such
action shall not release the indemnifying Party from any liability to the
indemnified Party under this Section 6 other than any liabilities directly
attributable to such failure.


6.4           LIMITATION OF LIABILITY. EXCEPT
WITH RESPECT TO LIABILITY ARISING AS A RESULT OF A THIRD PARTY CLAIM REFERRED
TO IN AND COVERED BY SECTIONS 6.1 OR 6.2 (INDEMNIFICATION), IN NO EVENT SHALL
EITHER PARTY (OR ITS DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS) BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING
OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY.


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


ARTICLE 7 — TERM
AND TERMINATION


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


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


7.3           Automatic Termination. Notwithstanding
Section 7.2, breach of any of the representations or warranties set forth
in Article 10 by either Party shall constitute grounds for automatic and
immediate termination at the election of the non-breaching Party.



 11
 






 



7.4           Termination for Convenience. This
Agreement may be terminated at any time by Licensee by giving written notice
thereof to Licensor, which termination shall be effective immediately upon
receipt. For the avoidance of doubt, such termination for convenience will not
result in the refund of any portion of the consideration previously paid to Licensor
or owed Licensor as of the effective termination date, including accumulated
royalties on Net Sales and prorated minimum annual royalties, in accordance
with Article 3.


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


7.6           Survival. Upon any termination
or expiration of this Agreement:  nothing
herein shall be construed to release either Party from any obligation incurred
prior to the effective date of such termination (except as set forth below) of
Articles/Sections 1, 6, 7.5, 7.6, 8, 10 and 11, and (only with respect to
any action already commenced as of the date of termination notice) the
provisions allocating recoveries in 5.3, shall survive and continue in full force
and effect; any sublicensee shall have the option to retain its license rights
in accordance with the terms of its sublicense granted by Licensee prior to the
effective termination date of this Agreement provided
that Licensor shall have no obligations under such sublicense that
are greater than as agreed to in this Agreement. Upon any termination or
expiration of this Agreement, each Party shall promptly return to the other
Party, or destroy, all written Confidential Information of the other Party, and
all copies, notes or extracts thereof (except to the extent reasonably
necessary to exercise the license in the following sentence, if applicable).


ARTICLE 8 —
CONFIDENTIALITY AND NON-DISCLOSURE


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



 12
 






 



employees, directors and
consultants) or permitted sublicensees or distributors for the foregoing
purposes or as authorized by  the other
Party, provided such disclosees are bound by obligations of confidentiality at
least as restrictive as those set forth in this Section 8.1. Each of the
Parties shall protect the Confidential Information of the Disclosing Party
using at least the same procedures and degree of care that it uses to prevent
the disclosure of its own confidential information of like importance, but in
no event less than reasonable care. Except as expressly provided in this
Agreement, no ownership right is granted in any Confidential Information.


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


8.3           Permitted
Disclosures. Notwithstanding any other provision of this Agreement, each
Party may disclose Confidential Information of the other Party: (i) to the
extent and to the persons and entities required to comply with an applicable
governmental law, rule or regulation or court or administrative order;
provided, however, that the Party required to disclose Confidential Information
shall first have given prompt notice to the other Party hereto to enable it to
seek any available exemptions from or limitations on such disclosure
requirement and shall reasonably cooperate in such efforts by the other Party;
or (ii) as necessary to file or prosecute patent applications, enforce
patents, prosecute or defend litigation, or otherwise establish or enforce
rights or obligations under this Agreement, but only to the extent that any
such disclosure is reasonably necessary and provided that the disclosing Party
shall first have given prompt notice to the other Party hereto.


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


8.5           Injunctive Relief. Licensor
and Licensee acknowledge and agree that any breach of the confidentiality
obligations imposed by this Article 8 may constitute immediate and
irreparable harm to the Party disclosing the Confidential Information and/or
its successors and assigns, which cannot adequately and fully be compensated by
money damages and may warrant, in addition to all other rights and remedies
afforded by law, injunctive relief, specific performance, and/or other
equitable relief.


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



 13














 


ARTICLE 9 -
PAYMENTS, NOTICES, AND OTHER COMMUNICATIONS


Any payment,
notice or other communication required to be given to any party will be deemed
to have been properly given and to be effective (a) on the date of
delivery if delivered by hand, recognized national overnight courier, confirmed
facsimile transmission, or confirmed electronic mail, or five (5) days
after mailing by registered or certified mail, postage prepaid, return receipt
requested, to the respective addresses given below, or to another address as it
shall designate by written notice given to the other party in the manner
provided in this Section.


	
  In the case of Kirin:

  	
   

  	
  Hamlet Professional Building

  
	
   

  	
   

  	
  4001 Valhalla Boulevard

  
	
   

  	
   

  	
  Suite 103

  
	
   

  	
   

  	
  Sioux Falls, SD 57106

  
	
   

  	
   

  	
  Attn: Dr. James M. Robl

  



 


	
  In the case of Advanced Cell
  Technology, Inc.:

  	
   

  	
  1201 Harbor Bay Parkway

  
	
   

  	
   

  	
  Suite 120

  
	
   

  	
   

  	
  Alameda, California 94502

  
	
   

  	
   

  	
  Attn: Jon Atzen, Esq.

  



 


	
  With a copy to:

  	
   

  	
  Pierce Atwood LLP

  
	
   

  	
   

  	
  One Monument Square

  
	
   

  	
   

  	
  Portland, ME 04101

  
	
   

  	
   

  	
  Attn: Will Worden, Esq.

  



 


ARTICLE 10 -
REPRESENTATIONS AND WARRANTIES


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


(a)    its
employees have assigned to Licensor their entire right, title, and interest in
the Patent Rights;


(b)    Licensor
has the full legal right and power to grant to Licensee the licenses granted
herein;


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


(d)    Licensor
has obtained all necessary consents to grant to Licensee the rights and
licenses granted herein.


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



 14
 






 



(a)    the
execution, delivery and performance of this Agreement by Licensee (i) are
within its corporate powers, and (ii) have been duly authorized by all
necessary corporate action on Licensee’s part;


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


(c)    it shall
not challenge the terms and conditions of the Settlement Agreement.


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


ARTICLE 11 -
MISCELLANEOUS PROVISIONS


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


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


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


(a)           Informal Resolution. Prior to
engaging in any formal dispute resolution with respect to any Dispute, Licensor’s
and Licensee’s Chief Executive Officer shall, if either Party provides written
notice to the other Party requesting resolution of such Dispute (“Resolution
Notice”), attempt to resolve such Dispute through good faith negotiations
at a location mutually agreed upon by the Parties. If any Dispute cannot be
settled by agreement of the Parties pursuant 



 15
 






 



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


(b)           Mediation. In the event that
any Dispute cannot be resolved pursuant to the informal procedure set forth in
11.3(a), such Dispute shall be submitted to mediation within thirty (30) days
of the expiration of the Negotiation Period. The mediation shall be conducted
by one mediator in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, with such mediation to take place in Boston,
Massachusetts.


(c)           Arbitration. In the event that
the Parties are unable to resolve any Dispute pursuant to the mediation
procedure set forth in 11.3(b), the Parties agree to submit the Dispute to
binding arbitration before one arbitrator selected as follows:  The parties shall use their best efforts to
mutually agree upon one (1) arbitrator; provided, however, that if the
parties have not done so within ten (10) days after initiation of
arbitration hereunder, or such longer period of time as the parties have agreed
to in writing, then there shall be three (3) arbitrators, including one
nominee of Licensor, one nominee of Licensee, and a third person selected by
said nominees. The arbitration shall be conducted in accordance with the
Commercial Arbitration Rules of the American Arbitration Association,
shall take place in Boston, Massachusetts, and shall be commenced within seven (7) days
following the receipt by one Party of the other Party’s Arbitration Notice. Each
Party agrees that the final determination/decision of the arbitrator presiding
over the proceeding shall be binding. Notwithstanding the foregoing or anything
in this Section 11.3, the Parties may apply to any court of competent
jurisdiction for preliminary or interim equitable relief, including such
relief for compelling the commencement of the dispute resolution provisions in
accordance with Section 11.3, without breach of this arbitration
provision. The prevailing Party in any Dispute related hereto, whether in a
court of law or in arbitration, shall have its reasonable costs and expenses
related to such Dispute, including attorney’s fees, reimbursed by the
non-prevailing Party; provided, however, that if the arbitrator rules in
favor of one Party on some issues and the other Party on other issues, the
arbitrator shall allocate such costs and expenses between the Parties in a
manner that bears a reasonable relationship to the outcome of the arbitration. The
rulings of the arbitrator and the allocation of fees and expenses shall be
binding, non-reviewable, and non-appealable, except as permitted by law, and
may be entered as a final judgment in any court having jurisdiction.


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


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


11.5         Binding
Effect. This Agreement shall be binding upon and inure to the benefit of
the Parties and their respective successors and permitted assigns.



 16
 






 



11.6         Entire Agreement. The Parties
hereto acknowledge that this Agreement sets forth the entire Agreement and
understanding of the Parties hereto as to the subject matter hereof and
supercedes all prior agreements or understandings between the Parties relating
to its subject matter.


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


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


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


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


11.11       Effect of Bankruptcy Filing. The
Parties agree and acknowledge that this Agreement is a contract under which
Licensor is a licensor to Licensee of rights with respect to intellectual
property (including without limitation, “intellectual property” within the
meaning of Section 101 of the Bankruptcy Code of the United States (“Bankruptcy
Code”)). All rights, licenses, immunities and other rights granted under or
pursuant to or otherwise described in this Agreement are, and shall be deemed
to be, for purposes of Section 365(n) of the Bankruptcy Code,
licenses of rights to “intellectual property” within the meaning of Section 101
of the Bankruptcy Code. The Parties agree that Licensee and its sublicensees,
as licensees of such rights under this Agreement, shall retain and may fully
exercise all of their rights and elections under the Bankruptcy Code. The
Parties further agree that, in the event of the commencement of a bankruptcy
proceeding by or against Licensor including under the Bankruptcy Code, Licensee
shall be entitled to a complete duplicate of (or complete access to, as
appropriate) any such intellectual property and all embodiments of such
intellectual property, including without limitation copies of invention
disclosures and filings and communications relating to the Patent Rights, and
the same, if not already in Licensee’s possession, shall be promptly delivered
to Licensee upon any such commencement of a bankruptcy proceeding upon written
request therefor by Licensee.



 17
 






 



IN WITNESS WHEREOF, the
Parties have duly executed this Agreement the day and year first set forth
above.


	
  ADVANCED CELL TECHNOLOGY, INC.

  	
   

  	
  AUROX, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ WILLIAM M.
  CALDWELL, IV

  	
   

  	
  By:

  	
  /s/ JAMES M.
  ROBL

  
	
  Name: William M. Caldwell, IV

  	
   

  	
  Name: James M. Robl

  
	
  Title: Chief Executive Officer

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
  KIRIN BEER KABUSHIKI KAISHA

  	
   

  	
  HEMATECH, LLC

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ TOSHIFUMI
  MIKAYAMA

  	
   

  	
  By:

  	
  /s/ JAMES M.
  ROBL

  
	
  Name: Toshifumi Mikayama

  	
   

  	
  Name: James M. Robl

  
	
  Title: President

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
  KIRIN SD, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ TOSHIFUMI
  MIKAYAMA

  	
   

  	
   

  	
   

  
	
  Name: Toshifumi Mikayama

  	
   

  	
   

  
	
  Title: President

  	
   

  	
   

  



 



 18
 






 



EXHIBIT A


List
of Patents and Applications


 


	
  Inventors

  	
   

  	
  Name

  	
   

  	
  App. Ser. No.

  
	
  Philippe Collas

  James M. Robl

  Eddie Sullivan

  P. Kasinathan

  	
   

  	
  Methods for Cloning Mammals Using Reprogrammed Donor
  Chromatin or Donor Cells

  	
   

  	
  US 10/032,191

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  PCT/US01/50406 

  	
  WO02/51997

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Canada

  	
  2427322

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Mexico

  	
  2003/005624

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Europe

  	
  01992386.7

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  China

  	
  01820967.X

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Hong Kong

  	
  04109008.7

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Japan

  	
  2002-553478

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Korea

  	
  2003-7008319

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Australia

  	
  2002232858

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  New Zealand

  	
  525607

  
	
  Philippe Collas

  James Robl

  	
   

  	
  Methods for Altering Cell Fate

  	
   

  	
  US

  	
  10/910,156

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  PCT/US01/47882 

  	
  WO 02/057415

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Canada

  	
  2429954

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Europe

  	
  01993249.0

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Japan

  	
  2002-558469

  
	
  Same

  	
   

  	
  Same

  	
   

  	
  Australia

  	
  2002245101

  



 



 19