LICENSE AGREEMENT

This License Agreement (the “Agreement”) is made and entered into as of the 20th day of April 2007 (the “Effective Date”), by and between MultiCell Technologies, Inc., (“MultiCell”) a corporation organized under the laws of the State of Rhode Island, having a place of business at 701 George Washington Hwy, Lincoln, RI 02865, U.S.A. and Eisai Co., Ltd. (“Eisai”), a corporation organized under the laws of Japan, with principal place of business at 4-6-10 Koishikawa, Bunkyo-ku, Tokyo 112-8088, Japan. MultiCell and Eisai may sometimes each hereinafter be referred to as a “Party” and collectively as the “Parties.”

The terms used in this Agreement shall be defined as follows.

Article 2

Providing the License

According to this Agreement, during the License Period, MultiCell grants Eisai a nonexclusive license (hereinafter referred to as the “the License”) which permits the use by Eisai of License Sample and Culture Media (including multiplication, reproduction, and subculture of the same) for the use of This Patent and License. However, this License does not include a right to sell the License Sample, use the License Sample for the benefit of third parties, sublicense the License Sample or This Patent or merchandise This Patent or the License Sample in any other way.

3.1 Eisai has designated the following location as the sole place of use for the License Sample and Culture Media under the terms of this Agreement, which shall be referred to hereinafter as the “Location”:

Tsukuba Research Laboratories

1-3 Tokodai 5-chome, Tsukuba-shi

Ibaraki 300-2635, Japan

3.2 Upon execution of the Agreement, MultiCell shall, upon written request, provide Eisai with any additional License Sample and the Culture Media that Eisai should request, at the appropriate cost. Should there be a conflict between this Agreement and any license order the conditions of this Agreement shall have priority.

3.3 According to the provisions of this License, MultiCell may provide Eisai with certain information regarding the License Sample and the Culture Media. This shall be considered confidential under the provisions of Article 10 of this Agreement.

4.1 MultiCell hereby warrants each item described below. Should any item not be true, MultiCell shall notify Eisai immediately in writing.

4.1.1 Providing the License Sample and the Culture Media according to this Agreement and the use of this License Sample and the Culture Media by Eisai does not violate the intellectual property rights of a third party.

4.1.2   The License Sample and the Culture Media provided to Eisai based on this Agreement are not infected by viruses or any other contaminants.

Storing of the License Sample and the Culture Media, as well as performing Cell Line culture, reproduction, multiplication, expansion, immortalization and conservation shall all be the sole responsibility of Eisai.

6.1 MultiCell may change the type of the Culture Media as needed by obtaining Eisai’s consent, pursuant to the following:

6.1.1 The Purchase Price for the Culture Media shall remain firm for twelve (12) months from the date of the last of the parties hereto to sign this Agreement, and the Purchase Price will be agreed between Muticell and Eisai (on the anniversaries of the Effective Date, with ninety (90) days prior notice from MultiCell) to take into consideration changes in the cost of raw materials, the cost of manufacturing the Culture Media and other relevant factors. The Parties agree to negotiate in good faith a new purchase price for each Culture Media.

6.2 Should MultiCell develop improved products of the Cell Line or License Sample (both hereinafter referred to as the “Improved Cell Line”), MultiCell shall immediately notify Eisai accordingly, including but not limited to all relevant information and pricing of the Improved Cell Line. Eisai may choose to change the Cell Line to the Improved Cell Line. In this case, MultiCell may charge Eisai any additional cost as agreed by MultiCell and Eisai at the time Eisai elects to change from the Cell Line to the Improved Cell Line.

7.1   In use of the License Sample and the Culture Media, Eisai may not take the following actions, and shall not allow Eisai employees, agents, third party collaborators, or consultants to take any of the following actions:

7.1.3.1   Creation of protein and other cellular structures of polymer macromolecule for pharmacological agents.

7.1.3.2   Development of functional methods related to treatment of human illness (excludes pharmacological agents).

7.1.3.3   Infection experiment of viruses such as hepatitis B and C or multiplication of the virus.

7.1.3.4   Transplant to animals including humans.

7.1.4   Transfer, distribution, handover, or sub licensing of the License Sample or Culture Media to an agent, assignee of Eisai, or any third party,

7.1.5   Physical transfer of the License Sample listed on the license order from the sole permitted location of its use, except in the case where the prior written agreement of MultiCell is obtained in advance, and except pursuant to Article 22.

7.1.6   Administration of the License Sample or the Culture Media to human bodies or use for treatment or diagnosis procedure.

7.1.8   Administration of the License Sample or the Culture Media to animals.

7.1.9   Creating a library of genes or DNA by using the License Sample or Culture Media, or creating a map for gene location of Large T antigen in the gene found in the License Sample.

7.1.10   Use, production or administration of the License Sample or Culture Media which is in violation of applicable law.

7.1.11   Use of the License Sample or Culture Media for any purpose other than the Use of This Patent.

7.1.12   Use of the License Sample or Culture Media outside the License Period.

Eisai agrees to pay MultiCell fees as set forth below for the License Sample and the Culture Media, and any costs of shipping and handling agreed by Muticell and Eisai. Eisai shall pay MultiCell the costs of shipping and handling (tax included) using a commercially reasonable method agreed by MultiCell and Eisai.