WARRANTS TO PURCHASE SHARES OF A.C.T. HOLDINGS, INC. COMMON STOCK WARRANT CERTIFICATESecurities Purchase Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Warrant Certificate certifies that or registered assigns, in consideration of received, is the registered holder of Warrants (the “Warrants”) to purchase initially, at any time from December 30, 2005 (the “Effective Date”) until 5:30 p.m. Los Angeles time, on December 30, 2014 (“Expiration Date”), up to the number of fully paid and nonassessable shares of common stock (“Common Stock”) of A.C.T. Holdings, Inc., a Nevada corporation (the “Company”) set forth above, at the initial exercise price, subject to adjustment in certain events, of $2.00 per share (the “Exercise Price”) of Common Stock upon surrender of this Warrant Certificate and payment of the Exercise Price at an office or agency of the Company, but subject to the conditions set forth herein.
ADVANCED CELL TECHNOLOGY, INC. WARRANT AGREEMENTWarrant Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Warrant Agreement certifies that Gunnar Engstrom (the “Holder”), is the owner of 100,000 warrants (subject to adjustment as provided herein), each of which represent the right to subscribe for and purchase from A.C.T. Holdings, Inc., a Nevada corporation (the “Company”), one share of the Company’s common stock, $.001 par value, (such common stock, including any stock into which it may be changed, reclassified or converted, is herein referred to as the “Common Stock”) (“Warrants”) at the purchase price of $0.25 per share (subject to adjustment as provided herein) (the “Exercise Price”).
EXHIBIT D-l LOCK-UP/LEAK-OUT AGREEMENTLock-Up/Leak-Out Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Utah
THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is made and entered into as of the day of December, 2004, between Two Moons Kachinas Corp., a Nevada corporation (“Two Moons”), and the individuals that execute and deliver a Counterpart Signature Page hereof, and sometimes collectively referred to herein as the “Shareholders” and each, a “Shareholder.” For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert with.
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Non-Exclusive License Agreement (“Agreement”) is made and entered into this 3rd day of February, 2004 (the “Effective Date”), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at One Innovation Drive, Worcester, Massachusetts 01605 (“ACT”), and One Degree Genetics LLC, a Delaware limited liability company with offices located at 18 Plimpton Road, Westerly, R.I. 02891 (“LICENSEE”) (ACT and LICENSEE sometimes hereinafter referred to as the “parties”).
EXCLUSIVE LICENSE AGREEMENT (Infigen IP)Exclusive License Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • California
This Exclusive License Agreement (“Agreement”) is made and entered into this 14th day of May, 2004 (the “Effective Date”), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at One Innovation Drive, Worcester, Massachusetts 01605 (“LICENSOR”), and PacGen Cellco, LLC, a California limited liability company with offices located at 157 Surfview Drive, Pacific Palisades, CA 90272 (“LICENSEE”) (LICENSOR and LICENSEE sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement is made and entered into as of the 1st day of April 2004, by and between Sadhana Agarwal, (hereinafter referred to as the “Employee”) and Advanced Cell Technology, Inc., a corporation duly organized and existing under the laws of the State of Delaware, and having a place of business at One Innovation Drive, Worcester, Massachusetts 01605.
ADVANCED CELL TECHNOLOGY, INC. {PRIVATE} STOCK OPTION AGREEMENTStock Option Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
THIS AGREEMENT, made as of this 13th day of December, 2004, by and between ADVANCED CELL TECHNOLOGY, INC. (“Company”), a Delaware corporation, and (“Optionee”).
NONEXCLUSIVE SUBLICENSE AGREEMENT between ADVANCED CELL TECHNOLOGY, INC. and INFIGEN, INC.Nonexclusive Sublicense Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Nonexclusive Sublicense Agreement (the “Agreement”) is made and entered into as of this 1st day of August, 2003 (the “Effective Date”) by and between ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation with a place of business at One Innovation Drive, Worcester, Massachusetts 01605 (“ACT”) and INFIGEN, INC., a Delaware corporation with a place of business at 1825 Infinity Drive, DeForest, Wisconsin 53532 (“Infigen,” and together with ACT, the “Parties”).
SPONSORED RESEARCH AGREEMENT — INVENTIONS AND MATERIALS —Sponsored Research Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of August 1, 1999 (the “Effective Date”), is between the University of Massachusetts (“Institution”), a public institution of higher education of the Commonwealth of Massachusetts, as represented by its Amherst Campus and Advanced Cell Technology, Inc. (“Sponsor”), a Delaware corporation.
CONSULTING AGREEMENTConsulting Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • California
William M. Caldwell IV (“Caldwell”) and Advanced Cell Technology, Inc. (“ACT”) desire to enter into an agreement under which Caldwell will provide business consulting services to ACT in advance of ACT receiving its next round of financing. Accordingly, the parties hereby mutually agree as follows:
ADVANCED CELL TECHNOLOGY, INC. INVESTOR’S RIGHTS AGREEMENTInvestor's Rights Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Maine
THIS INVESTOR’S RIGHTS AGREEMENT is made as of the day of December, 1998, by and between Advanced Cell Technology, Inc., a Delaware corporation (the “Company”), and Avian Farms, Inc., a Delaware corporation, referred to herein as an “Investor.”
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
Re: Purchase of shares post-dividend common stock that are “free-trading” (the “Common Stock”) of Two Moons Kachinas Corp., a Nevada corporation (“Two Moons”), pursuant to this Share Purchase Agreement (the “Agreement”)
OPTION TO LICENSE INTELLECTUAL PROPERTYOption to License Intellectual Property • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
Licensee and Licensor are sometimes hereinafter referred to as “Cellco” and “ACT”, respectively, collectively as the “Parties,” or individually, as a “Party”.
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • California
Advanced Cell Technology, Inc. (“ACT”) desires to retain the services of, James T Murai PhD (“MURAI”) in the capacity of Associate Director; and desires to provide his services to ACT in that capacity. Accordingly, for and in consideration of the commitments set forth herein, ACT and MURAI agree as follows:
To: Change in Control Buyers (Exhibit A hereto)Share Purchase Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Utah
Re: Share Purchase Agreements (the “Agreements”) between David C. Merrell and certain other stockholders of Two Moons Kachinas Corp., a Nevada corporation (respectively, “Two Moons” and the “Selling Stockholders”) and certain purchasers of such common stock of (respectively, the “Change in Control Buyers” and the “Change in Control Transaction” [as defined in the Agreements])
MATERIALS TRANSFER AGREEMENTMaterials Transfer Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Agreement is among Advanced Cell Technology, Inc. (“ACT”), and Charlotte Farin, Ph.D. and Peter Farin, D.V.M., Ph.D. (Dr. Charlotte Farin and Dr. Peter Farin collectively referred to herein as “Researcher”), professors at North Carolina State University in Raleigh, North Carolina (“The Institution”). The Institution and the Researcher are collectively referred to in this Agreement as the “Recipients.”
ACT Letterhead]Consulting Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Letter Agreement (“Agreement”) sets forth the terms and conditions under which Karen Chapman will provide Services (as that term is defined below) to A.C.T. Holdings, Inc. and Advanced Cell Technology, Inc. (collectively, “ACT”) :
NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Agreement is made and entered into this lst day of January, 2001 (the “EFFECTIVE DATE”), by and between Advanced Cell Technology, Inc., a Delaware corporation with offices located at One Innovation Drive, Worcester, Massachusetts 01605 (“ACT”), and PPL Therapeutics (Scotland) Limited, a company incorporated under the laws of Scotland, registered number 99179; whose registered office is at Roslin, Midlothian, EH 25 9PP, Scotland, UK (“PPL”) (ACT and PPL sometimes hereinafter referred to as the “parties”). As set forth below, the University of Massachusetts, a public institution of higher education of the Commonwealth of Massachusetts (the “University”), has agreed to certain provisions of this Agreement.
MATERIALS AND RESEARCH DATA LICENSE AGREEMENTMaterials and Research Data License Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • North Carolina
Whereas, Wake Forest University (“WFU”), through its Wake Forest University School of Medicine, with offices at Medical Center Boulevard , Winston Salem, NC 27157, and Advanced Cell Technology, Inc. (“ACT”), with offices at One Innovation Drive, Worcester, Massachusetts 01520, have entered into an Agreement Relating to the Transfer of Biological Materials (“ARTBM”) signed by the parties on January 28, 2000 and February 3, 2000, respectively.
MATERIALS TRANSFER AGREEMENTMaterials Transfer Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Agreement is among Advanced Cell Technology, Inc. (“ACT”), B.C. Cancer Research Centre (“The Institution”) and Dr. Peter Lansdorp (“Researcher”). The Institution and the Researcher are collectively referred to in this Agreement as the “Recipients.”
Advanced Cell Technology, Inc. One Innovation Drive Worcester, Massachusetts 01605Consulting Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This letter confirms the Agreement between you and Advanced Cell Technology, Inc. (“ACT”) under which you will serve on the ACT scientific advisory committee provide consulting services to ACT on the following terms and conditions:
FORBEARANCE & STOCK PURCHASE AGREEMENTForbearance & Stock Purchase Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Maine
THIS FORBEARANCE & STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of July 16, 1999, by and among AVIAN FARMS, INC., a Delaware corporation with a principal place of business at 295 Kennedy Memorial Drive, Waterville, Maine 04903 (“Seller”), A.C.T. Group Inc., a Delaware corporation with a principal place of business at One Innovation Drive, Worcester, Massachusetts 01605 (“Buyer”), ADVANCED CELL TECHNOLOGY, INC., a Delaware corporation with a principal place of business at One Innovation Drive, Worcester, Massachusetts 01605 (“ACT”), and CIMA BIOTECHNOLOGY, INC., a Delaware corporation with a principal place of business at 495 Animal Science/Veterinary Building, 1988 Fitch Ave, University of Minnesota, 55108 (“CIMA,” and together with ACT, collectively referred to herein as the “Companies”).
April 20, 2000 Dr. Steven L. Stice ADS Complex University of Georgia Athens, GA 30602 Re: Advanced Cell Technology, Inc. (“ACT”) Dear Steve:Letter Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This letter is to confirm, in accordance with that certain Letter Agreement dated July 2, 1998 (as amended by the Extension of Letter Agreement dated September 15, 1998) between you and ACT, and as agreed in our recent discussions regarding said Letter Agreement, that in consideration of your agreement to continue your employment with ACT during the summer of 1998 and ACT’s payment to you of the sum of Three Hundred Thousand Dollars ($300,000.00), plus interest at the rate of 8.25% from October 15, 1998 to April 14, 2000, you relinquish, and assign to ACT, all of your rights and/or claims to equity interests of any form now or previously existing in ACT, CIMA Biotechnology, Inc. and Cyagra, LLC.
NONEXCLUSIVE SUBLICENSE AND SPONSORED RESEARCH AGREEMENT betweenNonexclusive Sublicense and Sponsored Research Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Nonexclusive Sublicense and Sponsored Research Agreement (the “Agreement”) is made and entered into as of June 29, 2001 (the “Effective Date”) by and between Advanced Cell Technology, Inc., a Delaware corporation with its principal place of business at One Innovation Drive, Worcester, Massachusetts 01605 (“ACT”) and Charles River Laboratories, Inc., a Delaware Corporation with its principle place of business at 251 Ballardvale Street, Wilmington, Massachusetts 01887 (“CHARLES RIVER,” and together with ACT, the “parties”). As set forth below, the University of Massachusetts (the “University”) has agreed to be bound by certain provisions of this Agreement.
MEMBERSHIP INTEREST EXCHANGE AND ASSET SALE AGREEMENTMembership Interest Exchange and Asset Sale Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Membership Interest Exchange and Asset Sale Agreement, dated as of the 31st day of May, 2000, is by and among ADVANCED CELL TECHNOLOGY; INC. (“ACT”), a Delaware corporation, HEMATECH, LLC (“Hematech”), a Delaware limited liability company, CYAGRA, LLC (“Cyagra”), a Delaware limited liability company, CYAGRA OF KANSAS, LLC (“CK”), a Kansas limited liability company, THE BARTON FAMILY LIMITED PARTNERSHIP (“BFLP”), a Connecticut limited partnership, THE ROBL FAMILY LIMITED PARTNERSHIP (“RFLP”), a Connecticut limited partnership, WALTER M. FIEDEROWICZ (“Fiederowicz”), an individual residing in Connecticut, RICHARD GOLDSBY (“Goldsby”), an individual residing in Massachusetts, BARBARA OSBORNE (“Osborne”), an individual residing in Massachusetts, JAMES M. ROBL (“Robl”), an individual residing in Massachusetts, and JAMES BARTON (“Barton”), an individual residing in Connecticut, (BFLP, RFLP, Fiederowicz, Goldsby, and Osborne being hereinafter referred to as the “Cyagra Holders”).
CONSULTING AGREEMENTConsulting Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • California
Advanced Cell Technology Holdings, Inc., and its wholly owned subsidiary, Advance Cell Technology, Inc. (collectively referred to as “ACT”) desire to retain the services of Jonathan F. Atzen (“ATZEN”) in the role of consultant; and ATZEN desires to provide his services to ACT in that capacity. Accordingly, for and in consideration of the commitments set forth herein, ACT and ATZEN agree as follows;
ASSIGNMENTAssignment • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
THIS ASSIGNMENT is made effective July 1, 2002, by Wake Forest University, on behalf of Wake Forest University School of Medicine (“WFU”);
SUBSCRIPTION AGREEMENT Advanced Cell Technology, Inc. a Delaware corporation One Innovation Drive Worcester, MA 01605 Telephone (508) 756-1212Subscription Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
The undersigned has received and read the Confidential Private Placement Memorandum dated November 10, 2004 (“Memorandum”), pursuant to which Advanced Cell Technology, Inc., a Delaware corporation (“Company”), is offering for sale to the undersigned Units (“Offered Units”) at the price of $1.70 per Offered Unit, each Unit consisting of (i) two (2) shares of our $.001 par value Series A Convertible Preferred Stock and (ii) one (1) warrant to purchase a share of our Common Stock at $1.27 per share. Each share of Series A Convertible Preferred Stock is convertible in one (1) share of our $.001 par value common stock. Each share of Series A Convertible Preferred Stock carries a coupon of 6% cumulative dividend payable in cash or in-kind at our discretion. Each callable warrant is exercisable on a for-cash basis with a two-year expiration date and may be subject to certain lockup/leak-out provisions. The rights, privileges and restrictions on our Series A Convertible Preferred Stock will be
Rafael Fissore SPONSORED RESEARCH AGREEMENT — INVENTIONS AND MATERIALS —Sponsored Research Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Agreement, effective as of December 1, 1999 (the “Effective Date”), is between the University of Massachusetts (“University”), a public institution of higher education of the Commonwealth of Massachusetts, us represented by its Amherst Campus and Advanced Cell Technology, Inc. (“Sponsor”), a Delaware corporation.
Advanced Cell Technology, Inc. VOTING AGREEMENTVoting Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Delaware
This Voting Agreement (the “Agreement”) is made effective as of December , 2004, by and among Advanced Cell Technology, Inc. a Delaware corporation (the “Company”) and (“Stockholder”).
SUBLEASE AGREEMENTSublease Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
This Sublease Agreement (this “Sublease”), made as of the day of November, 2004, by and between BioReliance Corp, a Delaware corporation, having an office at 14920 Broschart Road, Rockville, Maryland 20850 (hereinafter referred to as “Sublandlord”), and ADVANCED CELL TECHNOLOGY, a Delaware Corporation, having an office at (hereinafter referred to as “Subtenant”);
MATERIALS TRANSFER AGREEMENTMaterials Transfer Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
This Agreement is among Advanced Cell Technology, Inc. (“ACT”), IPK (“The Institution”) and ANNA WOBUS IPK (“Researcher”). The Institution and the Researcher are collectively referred to in this Agreement as the “Recipients.”
EMPLOYMENT AGREEMENTEmployment Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • California
Advanced Cell Technology, Inc. (“ACT”) desires to retain the services of Robert W. Peabody (“PEABODY”) in the capacity of Vice President -Grant Administration; and PEABODY desires to provide his services to ACT in that capacity. Accordingly, for and in consideration of the commitments set forth herein, ACT and PEABODY agree as follows:
AGREEMENT TO AMEND ACT/CELLCO LICENSE AGREEMENTSAct/Cellco License Agreements • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations
The following provisions are intended as an amendment to each of the existing license agreements between PacGen Cellco, LLC (“Celco”) and Advanced Cell Technology, Inc. (“ACT”) commonly known as the “ACT License”, the “U Mass License” and the “Infigen License”, all dated as of the 14th day of May, 2004. Accordingly, each of those licenses shall be deemed amended as set forth herein and the Parties hereto shall promptly execute such additional and more formal amendments as may be deemed necessary and appropriate by counsel for the Parties. Unless otherwise agreed in writing, such amendments shall be executed prior to the Second Payment referred to paragraph 2(b) below.
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement • May 23rd, 2005 • A.C.T. Holdings, Inc. • Pharmaceutical preparations • Massachusetts
THIS AGREEMENT entered into this 28 day of January 2005 by and among Gunnar Engstrom (“Engstrom”), Advanced Cell Technology, Inc. (“ACT”) and A.C.T. Group, Inc. (“GROUP”);
