Exhibit
10.1


NON-EXCLUSIVE
LICENSE AGREEMENT


       This
Non-Exclusive License Agreement (“Agreement”), effective as of May 9, 2006 (the
“Effective Date”), is between Advanced Cell Technology, Inc., a Delaware
corporation with offices located at 381 Plantation Street, Worcester,
Massachusetts 01605 (“ACT” or “Licensor), and 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 “Licensee”)
(Licensor and Licensee sometimes hereinafter referred to individually as a
“Party” and collectively as the “Parties”).


R E C I T A L S


WHEREAS ACT owns and/or has licensed with a sublicenseable interest the
Patent Rights (as defined below); and


WHEREAS, certain
of 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 Licensor and the University of Massachusetts (the “UMass License”),
Licensor 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 exclusive licensee
with a sublicenseable interest in certain of the Patent Rights; and


WHEREAS, Licensee
has entered into the Settlement Agreement and, to further the goals thereof,
has also entered into an Exclusive License Agreement of even date herewith with
Licensor;


WHEREAS, to further
accomplish the goals of the Settlement Agreement, Licensee desires to obtain a
non-exclusive license from Licensor under the Patent Rights upon the terms and
conditions hereinafter set forth below; and


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









 



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           “ACT
Patent Rights” means the patents and patent applications listed in Exhibit A.
The Parties acknowledge and agree that Exhibit A may hereafter be
amended from time to time to reflect changes to the identification of the ACT
Patent Rights.


1.2    “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 1.2, “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.


1.3    “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    “Improvement
Patents” means any patents and patent applications other than the ACT Patent
Rights and the Robl Patent Rights that are (a) owned and Controlled solely
by ACT or owned by ACT with any Third Party, so long as the Third Party
co-ownership agreement does not prohibit ACT from granting such rights as
contemplated herein; provided, however, that
ACT agrees 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 Non-Exclusive Kirin 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, substitution and
reexamination patents and patent applications, and all corresponding foreign or
other counterpart patents and patent applications.


1.5    “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.



 2
 






 



1.6    “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.


1.7    “Licensee”
means Kirin Beer Kabushiki Kaisha, Aurox LLC, Hematech LLC, and Kirin SD and
any Affiliate thereof.


1.8    “Non-Exclusive
Kirin Field” means research, development, manufacture, and sale of polyclonal
antibodies in non-human mammals; provided,
however, that the Non-Exclusive Kirin Field shall not include (i) the
production of immunoglobulin in the blood of Bos
taurus or Bos indicus, or
(ii) the production of biopharmaceutical agents in milk, including, but
not limited to, proteins, peptides and polypeptides for pharmaceutical,
nutraceutical or other use.


1.9    “Patent
Rights” means (a) the ACT Patent Rights and the Robl Patent Rights; (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).


1.10  “Robl
Patent Rights” means the patents and patent applications listed in Exhibit B
or their continuation or divisional applications to the extent that such
applications claim reprogramming a cell nucleus by exposure to somatic cell
Native Cytoplasm; or reprogramming donor cell nuclei by exposure to cytoplasm
prior to insertion into a recipient cell, including but not limited to
recipient oocytes; where “Native Cytoplasm” means untreated and unaltered
cytoplasm and includes cytoplasm that has been removed from its original cell
environment, but excludes cytoplasm that has been altered in composition by any
means, including immunochemical or chemical means or by physical processes such
as fractionation, filtration, or centrifugation. The Parties acknowledge and
agree that Exhibit B may hereafter be amended from time to time to
reflect changes to the identification of the Robl Patent Rights.


1.11  “Territory”
means the world.


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


1.13  “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.



 3
 






 



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.


ARTICLE 2 — GRANT


2.1    License
Grant. Subject to the terms and conditions of this Agreement, Licensor
hereby grants to Licensee and its Affiliates a worldwide, non-exclusive, fully
paid-up license to the Patent Rights 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
Non-Exclusive Kirin 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 Non-Exclusive Kirin Field or directed to the ultimate development and
manufacture of Licensed Products and/or Licensed Services in the Non-Exclusive
Kirin Field. Licensee acknowledges, understands, and agrees that Licensee may
not sublicense the rights granted herein.


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 6 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.


ARTICLE 3 — PATENT RIGHTS


3.1    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.


3.2    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 3.2 shall be retained by Licensor.



 4
 






 



3.3    Cooperation. Notwithstanding anything to the
contrary in Section 3.1 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
Licensee to execute papers and instruments as reasonably appropriate to enable
Licensor to file, prosecute, and maintain 
such patents and patent applications in any country; and (c) promptly
informing Licensor of matters that may 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.


ARTICLE 4 — INDEMNIFICATION; LIMITATION OF
LIABILITY


4.1    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 4.1
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.


4.2    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:



 5
 






 



(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 4.2
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.


4.3    Indemnification
Claims. Each Party shall give the other Party prompt notice of any claim
for which indemnification under this Section 4 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 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 4 other than any liabilities directly
attributable to such failure.


4.4    LIMITATION
OF LIABILITY. EXCEPT WITH RESPECT TO LIABILITY ARISING AS A RESULT OF A
THIRD PARTY CLAIM REFERRED TO IN AND COVERED BY SECTIONS 4.1 OR 4.2
(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.


ARTICLE 5 — TERM AND TERMINATION


5.1    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 Patent 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.



 6
 






 



5.2    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 9.3;
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).


5.3    Automatic
Termination. Notwithstanding Section 5.2, breach of any of the
representations or warranties set forth in Article 8 by either Party shall
constitute grounds for automatic and immediate termination at the election of
the non-breaching Party.


5.4    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 5.2 or 5.3, no such rights shall be
retained.


5.5    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, 4, 5.4,
5.5, 6, 8 and 9, and (only with respect to any action already commenced as of
the date of termination notice) the provisions allocating recoveries in 3.2,
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 6 —
CONFIDENTIALITY AND NON-DISCLOSURE


6.1    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



 7
 






 



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 6.1. In addition, the
Parties may disclose the Confidential Information of the other Party to its
Affiliates (and their 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 6.1.
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.


6.2    Exclusions.
Notwithstanding Section 6.1, 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.


6.3    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.


6.4    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
 






 



6.5    Injunctive
Relief. Licensor and Licensee acknowledge and agree that any breach of the
confidentiality obligations imposed by this Article 6 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.


6.6    Survival.
The obligations of Licensor and Licensee under this Article 6 shall
survive for five (5) years after the expiration or termination of this
Agreement.


ARTICLE 7 -
NOTICES AND OTHER COMMUNICATIONS


Any 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 8 -
REPRESENTATIONS AND WARRANTIES


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


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


(b)           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 



 9
 






 



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


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


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


(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.


8.3           Disclaimer. EXCEPT
AS OTHERWISE SET FORTH IN SECTION 8 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 9 -
MISCELLANEOUS PROVISIONS


9.1           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.


9.2           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.



 10














 


9.3    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
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 9.3(b) and (c).


(b)    Mediation.
In the event that any Dispute cannot be resolved pursuant to the informal
procedure set forth in 9.3(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 9.3(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 9.3,
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 9.3,
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.



 11
 






 



(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.


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


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


9.6    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.


9.7    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.


9.8    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.


9.9    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.


9.10  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.


9.11  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, 



 12
 






 



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.


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


	
  ADVANCED CELL TECHNOLOGY,
  INC.

  	
   

  	
  KIRIN BEER KABUSHIKI KAISHA

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ WILLIAM M. CALDWELL, IV

  	
   

  	
  By:

  	
   

  	
  /s/ TOSHIFUMI
  MICAYAMA

  
	
  Name: William M.
  Caldwell, IV

  	
   

  	
  Name: Toshifumi Micayama

  
	
  Title: Chief
  Executive Officer

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  AUROX, LLC

  	
   

  	
  HEMATECH, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ JAMES M. ROBL

  	
   

  	
  By:

  	
   

  	
  /s/ JAMES M.
  ROBL

  
	
  Name:James
  M. Robl

  	
   

  	
  Name: James M. Robl

  
	
  Title: President

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  KIRIN SD, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ TOSHIFUMI MILCAYAMA

  	
   

  	
   

  
	
  Name: Toshifumi
  Milcayama

  	
   

  	
   

  
	
  Title: President

  	
   

  	
   

  
								



 



 13
 






 



EXHIBIT A


List
of ACT Patent Rights


	
  Application/Patent

  Number

  	
   

  	
  Filing Date

  	
   

  	
  Title

  
	
  PCT/US97/04736

  	
   

  	
  March 24, 1997

  	
   

  	
  Cultured Inner Cell Mass Lines Derived from
  Ungulates Embryos

  
	
  US 08/626,054

  US Pat. 5,905,042

  	
   

  	
  April 1, 1996

  	
   

  	
  Cultured Inner Cell Mass Lines Derived from Ungulate
  Embryos

  
	
  US 08/766,939

  US Pat. 5,994,619

  	
   

  	
  December 16, 1996

  	
   

  	
  Production of Transgenic and Chimeric Ungulates
  Using Embryonic Stem cells

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US97/12919

  	
   

  	
  July 28, 1997

  	
   

  	
  Embryonic or Stem-like Cell Lines Produced by Cross
  Species Nuclear Transplantation

  
	
  US 09/260,468

  	
   

  	
  March 2, 1999

  	
   

  	
  Embryonic or Stem-Like Cell Lines Produced by Cross
  Species Nuclear Transplantation and Method for Enhancing

  
	
  US 09/395,368

  	
   

  	
  September 14, 1999

  	
   

  	
  Embryonic or Stem-Like Cell Lines Produced by Cross
  Species Nuclear Transplantation and Method for Enhancing

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US97/22308

  	
   

  	
  December 16, 1997

  	
   

  	
  Production of Transgenic and Chimeric Ungulates
  Using Embryonic Stem Cells

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US98/00002

  	
   

  	
  January 5, 1998

  	
   

  	
  Nuclear Transfer with Differentiated Fetal and Adult
  Donor Cells

  
	
  US 08/781,752 

  US Pat. 5,945,577

  	
   

  	
  January 10, 1997

  	
   

  	
  Cloning Using Donor Nuclei from differentiated Fetal
  and Adult Cells

  
	
  US 08/888,057

  US Pat. 6,235,969

  	
   

  	
  July 3, 1997

  	
   

  	
  Cloning Pigs Using Donor Nuclei from Non-Quiescent
  Differentiated Cells

  
	
  US 08/888,283

  	
   

  	
  July 3, 1997

  	
   

  	
  Cloning Using Donor Nuclei from Non-Serum Starved,
  Differentiated Cells

  
	
  US 08/935,052

  US Pat. 6,235,970

  	
   

  	
  September 22, 1997

  	
   

  	
  Cloning Using Donor Nuclei from Differentiated Fetal
  and Donor Cells

  
	
  US 09/004,606

  US Pat. 6,215,041

  	
   

  	
  January 8, 1998

  	
   

  	
  Cloning Using Donor Nuclei From A Non-Quiescent
  Somatic Cells

  
	
  US 09/066,652

  	
   

  	
  April 27, 1998

  	
   

  	
  Cloned Ungulate Embryonic and Animals, Use of Cells,
  Tissues and Organs Thereof For Transplantation Therapies Including Parkinson’s
  Disease

  
	
  US 09/394,902

  	
   

  	
  September 13, 1999

  	
   

  	
  Cloning Pigs Using Donor Nuclei from Differentiated
  Cells

  
	
  US 09/534,500

  	
   

  	
  March 24, 2000

  	
   

  	
  Cloning Ungulate Embryos and Animals, Use of Cells,
  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s
  Disease

  



 



 14
 






 



 


	
  US 09/845,352

  	
   

  	
  May 1, 2001

  	
   

  	
  Cloning Ungulate Embryos and Animals, Use of Cells,
  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s
  Disease

  
	
  US 10/260,020

  	
   

  	
  March 21, 2003

  	
   

  	
  Cloning Ungulate Embryos and Animals, Use of Cells,
  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s
  Disease

  
	
  US 10/809,556

  	
   

  	
  March 25, 2004

  	
   

  	
  Cloning Ungulate Embryos and Animals, Use of Cells,
  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s
  Disease

  
	
  US 10/817,573

  	
   

  	
  April 2, 2004

  	
   

  	
  Cloning Pigs Using Donor Nuclei from Differentiated
  Cells

  
	
  US 10/818,486

  	
   

  	
  April 5, 2004

  	
   

  	
  Cloning Ungulate Embryos and Animals, Use of Cells,
  Tissues and Organs Thereof for Transplantation Therapies Including Parkinson’s
  Disease

  
	
  US 10/932,921

  	
   

  	
  September 2, 2004

  	
   

  	
  Cloning Using Donor Nuclei from Fetal and Adult
  Cells

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US98/12800

  	
   

  	
  June 24, 1998

  	
   

  	
  Cloning Using Donor Nuclei From Non-Serum Starved,
  Differentiated Cells

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US98/12806

  	
   

  	
  July 1, 1998

  	
   

  	
  Cloning Pigs Using Donor Nuclei From Differentiated
  Cells

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US99/00045

  	
   

  	
  January 8, 1999

  	
   

  	
  Cloning Using Donor Nuclei from Differentiated Fetal
  and Adult Cells

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US99/04608

  	
   

  	
  March 2, 1999

  	
   

  	
  Embryonic or Stem-Like Cell Lines Produced by Cross
  Species Nuclear Transplantation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US00/05434

  	
   

  	
  March 2, 2000

  	
   

  	
  Embryonic or Stem-Like Cell Lines Produced by Cross
  Species Nuclear Transplantation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US00/24958

  	
   

  	
  September 13, 2000

  	
   

  	
  Cloning Pigs Using Donor Cells or Nuclei from
  Differentiated Cells and Production of Pluriopotent Porcine

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US00/25090

  	
   

  	
  September 14, 2000

  	
   

  	
  Embryonic or Stem-Like Cell lines Produced by Cross
  Species Nuclear Transplantation and Methods for Enhancing Embryonic
  Development by Genetic Alteration of Donor Cells or by Tissue Culture
  Conditions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US00/28287

  	
   

  	
  October 13, 2000

  	
   

  	
  Preparation and Selection of Donor Cells for Nuclear
  Transfer

  



 



 15
 






 



 


	
  

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US00/29551

  	
   

  	
  October 27, 2000

  	
   

  	
  Gynogenetic or Androgenetic Production of
  Pluripotent Cells and Cell Lines, and Use Thereof to Produce Differentiated
  Cells and Tissues

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US00/30202

  	
   

  	
  November 2, 2000

  	
   

  	
  Use of Haploid Genomes for Genetic Diagnosis,
  Modification and Multiplication

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  PCT/US01/05932

  	
   

  	
  February 26, 2001

  	
   

  	
  Production of Mammals Which Produce Progeny of a
  Single Sex

  
	
  US 11/024,010

  	
   

  	
   

  	
   

  	
  Production of Chimeric Bovine or Porcine Animals
  Using Cultured Inner Cell Mass

  
	
  US 11/174,825

  	
   

  	
  July 5, 2005

  	
   

  	
  Preparation and Selection of Donor Cells for Nuclear
  Transplantation

  
	
  US 10/981,137

  	
   

  	
  November 4, 2004

  	
   

  	
  Embryonic or Stem-Like Cell Lines Produced by Cross
  Species Nuclear Transplantation

  
	
  US 10/922,374

  	
   

  	
  August 25, 2004

  	
   

  	
  Embryonic or Stem-Lice Cell Lines Produced by Cross
  Species Nuclear Transplantation

  
	
  US 10/344,724

  	
   

  	
  February 14, 2003

  	
   

  	
  Use of Haploid Genomes for Genetic Diagnosis,
  Modification and Multiplication

  
	
  US 10/260,020

  	
   

  	
  March 21, 2003

  	
   

  	
  Cloned Ungulate Embryos and Animals, Use of Cells,
  Tissues, and Organs Thereof for Transplantation Therapies Including
  Parkinson’s Disease

  
	
  US 10/376,735

  	
   

  	
  February 25, 2003

  	
   

  	
  Production of Mammals Which Produce Progeny of a
  Single Sex

  
	
  US 10/374,512

  	
   

  	
  February 27, 2003

  	
   

  	
  Gynogenetic and Androgenetic Production of
  Pluripotent Cells and Cell Lines, and Use Thereof to Produce Differentiated
  Cells and Tissue

  
	
  US 09/995,659

  	
   

  	
  November 29, 2001

  	
   

  	
  Gynogenetic and Androgenetic Production of
  Pluripotent Cells and Cell Lines, and Use Thereof to Produce Differentiated
  Cells and Tissue

  
	
  US 09/874,040

  	
   

  	
  June 6, 2001

  	
   

  	
  Embryonic or Stem-Like Cell Lines Produced by Cross
  Species Nuclear Transplantation

  
	
  US 09/845,353

  	
   

  	
  May 1, 2001

  	
   

  	
  Cloning Pigs Using Donor Nuclei

  
	
  US 09/809,018

  	
   

  	
  March 16, 2001

  	
   

  	
  Embryonic or Stem-Like Cell Lines Produced by Cross
  Species Nuclear Transplantation

  
	
  US 10/484,398

  	
   

  	
  January 25, 2002

  	
   

  	
  Methods and Compositions for Cell Therapy

  
	
  US 10/515,705

  	
   

  	
  May 23, 2003

  	
   

  	
  Generation of Histocompatible Tissues Using Nuclear
  Transplantation

  
	
  US 11/025,893

  	
   

  	
  December 29, 2004

  	
   

  	
  Method of Differentiation of Morula or Inner Cell
  Mass Cells and Method of Making Lineage-Defective Embryonic Stem Cells

  
	
  US 10/948,841

  	
   

  	
  September 23, 2004

  	
   

  	
  Method for Facilitating the Production of
  Differentiated Cell Types and Tissues From Embryonic and Adult Pluripotent
  and Multipotent Cells

  
	
  US 10/831,599

  	
   

  	
  April 23, 2004

  	
   

  	
  Cytoplasmic Transfer to De-Differentiate Recipient
  Cells

  



 



 16
 






 



 


	
  US 10/398,614

  	
   

  	
  August 8, 2003

  	
   

  	
  Method for Generating Cloned Animals Using
  Chromosome Shuffling

  
	
  US 10/329,979

  	
   

  	
  December 27, 2002

  	
   

  	
  Embryonic or Stem-Like Cell Lines Produced by Cross
  Species Nuclear Transplantation

  
	
  US 10/342,336

  	
   

  	
  January 15, 2003

  	
   

  	
  Cloning B and T Lymphocytes

  
	
  US 10/103,806

  	
   

  	
  March 25, 2002

  	
   

  	
  Method for Generating Cloned Animals Using
  Chromosome Shuffling

  
	
  US 09/736,268

  	
   

  	
  December 15, 2000

  	
   

  	
  Cytoplasmic Transfer to De-Differentiate Recipient
  Cells

  
	
  US 09/655,815

  	
   

  	
  September 6, 2000

  	
   

  	
  Method for Generating Immune-Compatible Cells and
  Tissues Using Nuclear Transfer

  
	
  US 10/971,541

  	
   

  	
  October 22, 2004

  	
   

  	
  Prion-Free Transgenic Ungulates

  
	
  US 09/816,546

  	
   

  	
  March 26, 2001

  	
   

  	
  Prion-Free Transgenic Ungulates

  



 



 17
 






 



 


EXHIBIT B


List of Robl Patent Rights


	
  Inventors

  	
   

  	
  Names

  	
   

  	
  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

  



 



 18