Exhibit 10.10
FIRST AMENDMENT TO EXCLUSIVE
LICENSE AGREEMENT (UMass IP)
This First Amendment to Exclusive License
Agreement (UMass IP) (“First Amendment”) is made and
entered into as of this 1ST day of August, 2005 (the
“Amendment Effective Date”), by and between Advanced
Cell, Inc. (formerly known as Advanced Cell Technology, Inc.), a
Delaware corporation with offices located at 381 Plantation Street,
Worcester, Massachusetts 01605 (“LICENSOR”), and
Lifeline Cell Technology, LLC (formerly known as 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”).
WHEREAS, the Parties previously entered into an
Exclusive License Agreement (UMass IP), dated May 14, 2004
(the “License Agreement”), which grants LICENSEE
defined rights to use certain intellectual property controlled by
LICENSOR; and
WHEREAS, the Parties also entered into that
certain Agreement to Amend ACT/Cellco License Agreements dated
September 7, 2004 (the “Agreement to Amend”),
which contemplates that the Parties will amend the License
Agreement in certain respects; and
WHEREAS, the Parties have agreed to amend the
License Agreement as provided herein;
NOW, THEREFORE, in consideration of the premises
and terms of this First Amendment, and in consideration of the
payment to LICENSOR by LICENSEE of $56,250, the receipt of which is
hereby acknowledged by LICENSOR, the Parties agree to amend the
License Agreement as follows:
1. Section 1.3 is deleted in its
entirety and replaced with the following:
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1.3
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“FIELD” shall mean
(1) the research, development, manufacture and selling to
third parties of human and non-human animal cells and ACT ANIMAL
CELL LINES for commercial research use, including small molecule
and other drug testing and basic research, (2) the manufacture
and selling of human cells for therapeutic and diagnostic use in
the treatment of human (a) diabetes, (b) liver diseases
and (c) retinal diseases and retinal degenerative diseases,
and (3) the use of ACT ANIMAL CELL LINES in the process of
manufacturing and selling human cells for therapeutic and
diagnostic use in the treatment of human (a) diabetes,
(b) liver diseases and (c) retinal diseases and retinal
degenerative diseases, but where the final marketed product does
not include ACT ANIMAL CELL LINES ( i.e . does not include
the field of xenotransplantation); but FIELD shall exclude
applications involving the use of cells in the treatment of tumors
where the primary use of the cells is the destruction or reduction
of tumors and does not involve regeneration of tissue or organ
function.
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2. Section 1.4 is deleted in its
entirety and replaced with the following:
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1.4
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“KNOW-HOW” means all
compositions of matter, techniques and data and other know-how and
technical inventions (whether or not patentable),
improvements
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and
developments, practices, methods, concepts, trade secrets,
documents, computer data, computer code, apparatus, clinical and
regulatory strategies, test data, analytical and quality control
data, formulation, manufacturing, patent data or descriptions,
development information, drawings, specifications, designs, plans,
proposals and technical data and manuals and all other proprietary
information that is owned or controlled by LICENSOR as of the
Effective Date that relates to cloning technology or to any of the
subject matter described in or claimed by the PATENT RIGHTS and is
relevant to the FIELD. By way of illustration, but not in
limitation, KNOW-HOW shall include commercial rights in the FIELD
to any existing or potential research products, including reagents,
developed by LICENSOR in the course of its in-house research as
more fully described in Section 15.3 of this Agreement. An
example of this is the proprietary culture medium developed by
LICENSOR in the course of the development of LICENSOR’s
proprietary ooplasmic transfer technology.
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3. Section 1.10 is amended by deleting
the text in Section 1.10 in its entirety and replacing it with
the following: “Intentionally omitted”.
4. Section 2.6 is deleted in its
entirety and replaced with the following:
LICENSEE
acknowledges and agrees that notwithstanding anything to the
contrary in this Agreement, LICENSOR may: (i) practice the
LICENSED TECHNOLOGY and develop and manufacture LICENSED PRODUCTS
within the FIELD for research purposes, provided that LICENSOR may
not market or sell LICENSED PRODUCTS in the FIELD to third parties
in contravention of LICENSEE’S exclusive rights hereunder;
(ii) distribute or otherwise transfer cells or cell lines or
other reagents to collaborators for research purposes, and
commercialize the results of such research (other than media and
other reagents produced for sale to the commercial research market)
outside the FIELD in connection with the research, development,
manufacture or sale of therapeutic products that are not in
contravention of LICENSEE’S exclusive rights hereunder; and
(iii) distribute or otherwise transfer cells or cell lines to
collaborators for the purposes of researching, develop
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