LICENSE AGREEMENT

Exhibit 10.10

LICENSE AGREEMENT

     This License Agreement (the "Agreement") is made and entered into as of August 1, 2003 (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 55 Access Road, Suite 700, Warwick, RI 02886, and XenoTech, LLC, ("XENOTECH") a limited liability corporation organized under the laws of the State of Kansas, having a place of business at 16825 West 116 ^th Street, Lenexa, KS 66219. MULTICELL and XENOTECH are sometimes each hereinafter referred to as a "Party" or collectively as "Parties" to this Agreement.

      Whereas, MULTICELL is the owner of certain patent rights, trade secrets, know-how, materials, formulae and technology relating to immortalized human hepatic cells and cell lines, collectively hereinafter defined as "MultiCell Technologies";

      Whereas, MULTICELL desires that the above MultiCell Technologies be developed and utilized to the fullest extent possible so that products and services resulting therefrom may be available for use and sale to the public;

      Whereas, XENOTECH wishes to obtain, and MULTICELL is willing to grant, a license to practice inventions and utilize and sell products and services included within the MultiCell Technologies, subject to the terms set forth below.

      Now, Therefore, in consideration of the above premises and the mutual covenants contained herein, the parties hereby agree as follows:

1       Definitions.

     When used in this Agreement, the following terms shall have the meanings set out in this Article 1. Except as otherwise explicitly provided, all references to Articles and Sections shall refer to the Articles and Sections of this Agreement.

      1.1      The term "Affiliate" shall mean any entity which is in control, is controlled by or is under common control with a Party, where "control" means beneficial ownership of more than fifty percent (50%) of the outstanding shares or securities or the ability otherwise to elect a majority of the board of directors or other managing authority.

      1.2      The term "Cell Lines" shall mean the regenerative "immortalized" human hepatic cells and cell lines designated by MULTICELL as "Fa2N4" and "Ea1C35" and any subclones or derivatives of Fa2N4 and Ea1C35, or any immortalized human hepatic cells and cell lines replacements, successors, or alternatives to Fa2N4 and Ea1C35 (hereinafter sometimes referred to as "Cell Line Improvements"), which are owned by and/or licensed to MULTICELL.

      1.3      The term "Cell Line Technology" shall mean the trade secrets, know-how, procedures and formulae reasonably necessary to culture, maintain, propagate, cryopreserve and ship the Cell Lines.

      1.4      The term "MFE Formula" shall mean the formula and formulation details reasonably necessary to manufacture and store multifunction enhancing medium (" MFE ").

      1.5      The term "MultiCell Technologies" shall mean the Cell Lines, Cell Line Technology, MFE Formula, MFE, Patent Rights, Trade Secrets, Know-How and Permitted Improvements owned by and/or licensed to MULTICELL.

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      1.6      The term "Patent Rights" shall mean United States Patent No. 6,107,043, issued August 22, 2000, any later filed patent applications relating to the cell lines, cell line improvements and MFE, and all related patent applications and patents (including any provisional, utility, continuations, continuations-in-part, continuing prosecution, divisions, extensions, renewals, reissues, revivals, re-examinations and foreign counterparts thereof); and all claims of patents and patent applications in any country covering inventions in the XenoTech Field, the practice of which would be dominated by claims contained in such Patent Rights, to the extent owned or controlled by MULTICELL.

      1.7      The term "Trade Secrets" shall mean and be defined in accordance with the definition of Trade Secret found under California law in effect at the time of the execution of this Agreement, including California Civil Code Section 3426.1 and application of the Uniform Trade Secrets Act as adopted in the State of California and amended from time to time. Without limiting this definition, and for information purposes only, a Trade Secret is the whole or any portion of any technical or non-technical information, including a formula, pattern, compilation, program, device, method, technique, drawing, process, financial data, financial plan, product plan or customer or supplier information that is actually or potentially valuable because it is not generally known to others and that is subject to reasonable efforts by MULTICELL to maintain its secrecy.

      1.8      The term "Improvements" shall mean any improvements, modifications, assays, new products or the like made or derived from the MultiCell Technologies. " MultiCell Improvements " shall mean any Improvements made by MULTICELL alone or with third parties, " Joint Improvements " shall mean, subject to Section 4.1 herein, any Improvements made by MULTICELL and XENOTECH jointly, wherein each Party has provided a clearly demonstrated and substantial contribution to the Improvement(s), " XenoTech Improvements " shall mean, subject to Section 4.1 herein, any Improvements made by XENOTECH alone, and " Cell Line Improvements " shall mean any immortalized human hepatic cells and cell lines made by MULTICELL, and/or its third party collaborators, that are replacements, successors or alternatives to the Fa2NF or Ea1C35 cell lines. Any and all Improvements, including, but not limited to, MultiCell Improvements, Joint Improvements, XenoTech Improvements and Cell Line Improvements, shall only be considered " Permitted Improvements " that are subject to the terms of this Agreement if, and only if, the terms of Section 4.1 herein are fully satisfied.

      1.9      The term "XenoTech Field" shall mean application of the MultiCell Technologies and Permitted Improvements to propagate, sublicense and sell Cell Lines and Cell Line Improvements and to manufacture and sell MFE for any use, including, but not limited to, drug discovery, drug development and toxicology (including ADME-Tox), but specifically excluding all uses or applications within the "MultiCell Field".

      1.10      The term "MultiCell Field" shall mean all uses and applications of the MultiCell Technologies and Improvements for (a) immortalization of mammalian cells, including immortalization in a targeted fashion (b) isolation of stem cells from mammalian livers, (c) transplantation of immortalized cells (including human hepatocytes) or stem cells for therapy and treatment of human and animal diseases, (d) creation of an engineered human liver cell line for the Sybiol™ BioArtificial Liver Assist Device or any other extracorporeal liver assist or other device, (e) utilization of immortalized mammalian cells for the production of therapeutic, diagnostic or research-related proteins, other cellular components or drug-like molecules, including small molecule chemical entities, or (f) the right to engineer, modify, derivatize, combine, develop or otherwise improve the Cell Lines, MFE, Permitted Improvements or other MultiCell Technologies. XENOTECH or its Affiliates cannot engineer, modify, derivatize, combine, develop or otherwise improve the Cell Lines, MFE, Permitted Improvements or other MultiCell Technologies unless and until the terms of Section 4.1 herein have been fully satisfied.

      1.11      The term "Licensed Product" shall mean the Cell Lines, Cell Line Improvements, MFE and Permitted Improvements to the same.

      1.12      The term "Licensed Service" shall mean any service offered to a third party that utilizes or employs Cell Lines, Cell Line Improvements, MFE or Permitted Improvements to the same, or that directly or indirectly relies upon MCT Technologies and/or their Permitted Improvements.

      1.13      The term "Asian Pacific Rim" shall mean the countries of Japan, Taiwan, the People's Republic of China, North Korea, South Korea, Vietnam, Thailand, Singapore, Malaysia, Indonesia and the Philippines.

      1.14      The term "Net Sales" shall mean gross income including, but not limited to, any and all consideration, license fees, milestones, royalties and the like, actually paid to and received by XENOTECH or its Affiliates from Sales and sublicenses of Licensed Products and Licensed Services to independent third parties, less:

           1.14.1      shipping, storage, packing and insurance expenses, each as actually paid or allowed;

           1.14.2      distributor discounts;

           1.14.3      amounts repaid or credited by reason of rejections, defects or returns or because of retroactive price reductions; and

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           1.14.4      sales and other excise taxes, use taxes, tariffs, export license fees and duties actually paid or allowed.

      1.15      The term "Sale" shall mean any transaction that transfers to a purchaser, for value, physical possession and title to a Licensed Product, after which transfer the seller has no right or power to determine the purchaser's resale price, if any, or that provides to a purchaser, for specified value, Licensed Services. Transfer of possession and title to an Affiliate or sublicensee shall not constitute a Sale unless the Affiliate or sublicensee is an end user of the Licensed Product.

      1.16      The term "Term" shall have the meaning set forth in Section 9.1.

      1.17      The term " Territory " shall mean worldwide.

2.       Grant of Rights and Transfer of Materials.

      2.1       Licensed Patent Rights and Technology. Subject to the terms and conditions hereof, including MULTICELL's retained rights pursuant to Section 2.2 herein, MULTICELL hereby grants to XENOTECH and its Affiliates during the Term, as defined below, an exclusive license under the MultiCell Technologies within the XENOTECH Field and Territory to develop, have developed, make, have made, use, have used, import, have imported, Sell, offer for Sale and have Sold Licensed Products and Licensed Services. XENOTECH'S right and license includes, but is not limited to, the exclusive right to propagate, sub-license and sell the Cell Lines, and Cell Line Improvements, and to manufacture and sell the MFE and their Permitted Improvements. For purposes of clarity, XENOTECH'S right and license will be used both within XENOTECH for its internal research and development and for contract research performed by XENOTECH for third parties, and by XENOTECH, its distributors and sales representatives in distribution, sales and sublicenses to third parties.

      2.2       MULTICELL Retained Rights. MULTICELL maintains all rights in the MultiCell Technologies and Improvements within the MULTICELL Field. In addition, MULTICELL shall have the retained right to continue its research and development efforts within the XENOTECH Field, including collaborative efforts with third parties, subject to the rights of XENOTECH, if any, as provided herein, however, MULTICELL shall not directly or indirectly license or sell the Cell Lines, Cell Line Improvements or MFE and their Permitted Improvements within the XENOTECH Field.

      2.3       XENOTECH Retained Rights . XENOTECH represents that it currently has the technology and know-how to immortalize mammalian cells, isolate stem cells from mammalian livers, and transplant immortalized cells (including human hepatocytes) or stem cells for therapy and treatment of human and animal diseases that does not involve the use of the Cell Lines or other MultiCell Technologies. Accordingly, XENOTECH retains the right to work by itself or with third parties engaged in research in the immortalization of mammalian cells, isolation of stem cells from mammalian livers, and transplantation of immortalized cells (including human hepatocytes) or stem cells for therapy and treatment of human and animal diseases, provided, however, that such work is not based on the Confidential Information, Trade Secrets, Know-How, Patent Rights or other MultiCell Technologies or Improvements.

      2.4       Sublicenses. XENOTECH shall have the right to grant sublicenses, provided, that any sublicenses granted by XENOTECH shall provide that relevant obligations to MULTICELL contained in this Agreement shall be binding upon the sublicensees. In this regard, MULTICELL AND XENOTECH shall, within twenty (20) days of the Effective Date, jointly develop a Limited License Agreement, a Limited Use Agreement or other agreements (the "Form Agreements") to be utilized by XENOTECH for any sublicense or other transfer of the Cell Lines, Cell Line Technology, MFE, Permitted Improvements or other MultiCell Technologies. XENOTECH shall utilize the Form Agreements and provide MULTICELL with a true and accurate copy of any and all executed Form Agreements from all clients and/or third parties sublicensing, buying or obtaining access to the Cell Lines, Cell Line Technology, MFE, Permitted Improvements or other MultiCell Technologies, and any modification or termination thereof, within thirty (30) days after execution, modification, or termination. Any material variance from these Form Agreements must be approved by MULTICELL prior to execution, which approval will not be unreasonably withheld, conditioned or delayed. Any sub-distributors, sales agents or the like employed by XENOTECH, its Affiliates or sublicensees shall be bound by the same conditions contained in this Agreement. Any sublicenses (or other Form Agreements) shall survive termination of XENOTECH'S license subject to such sublicensee's or other third party's agreement to be bound directly to MULTICELL under the terms of such sublicense or other Form Agreement.

      2.5      Within fifteen (15) days from the Effective Date, the Parties shall complete the transaction associated with this Agreement (the "Closing"). Thereafter, MULTICELL shall:

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           2.5.1      Within five (5) days from the Closing, provide for the transfer of reasonably sufficient quantities of the Cell Lines to up to two locations acceptable to XENOTECH, of which one is XenoTech's main offices in Lenexa, Kansas. Within ten (10) business days after said transfer, XENOTECH shall verify that the functional status (e.g., viability, attachability and inducibility) of the Cell Lines after such relocation is intact (the "Relocation"). The reasonable costs of the Relocation shall be borne by XENOTECH.

           2.5.2      Within thirty (30) days from the Closing, conduct training utilizing the Cell Line Technology for the benefit of XENOTECH. Such training shall be made to the reasonable satisfaction of XENOTECH and at a reasonable location within the United States chosen by XENOTECH (the "Cell Line Training"). The reasonable costs associated with the Cell Line Training shall be borne by XENOTECH.

           2.5.3      At the Closing, deliver to XENOTECH the MFE Formula. Within thirty (30) days after the Closing, MULTICELL will assist in the training of two XENOTECH scientists in the technology, know-how and procedures to prepare the MFE, as reasonably necessary and as reasonably requested by XENOTECH (the "MFE Training"). The reasonable costs of the MFE Training shall be borne by XENOTECH.

           2.5.4      At the Closing, deliver into escrow a written "how to" manual describing the human hepatic cell immortalization and selection procedures used to produce the Cell Lines (the "Immortalization Technology Guide"). The escrow agent will be MULTICELL'S outside legal counsel, and the Guide will only be released from escrow and provided to XENOTECH if conditions for the release provided in Section 14.6 herein are fully satisfied.

3.       Payments.

      3.1       License Fees. XENOTECH has made, and will make, the following license fee payments to MULTICELL in the following manner:

           3.1.1      At the signing of the existing Letter of Intent between XENOTECH and MULTICELL on July 8, 2003, XENOTECH paid MULTICELL the sum of fifty thousand dollars ($50,000), as a portion of the "Prepaid Royalties", for an exclusive worldwide license during the Term (unless earlier terminated along with license to Cell Lines as provided herein) in the MFE Formula;

           3.1.2      At the Closing, XENOTECH shall pay to MULTICELL the sum of one hundred fifty thousand dollars ($150,000) (the "Closing Payment"), said Closing Payment being a portion of the "Prepaid Royalties" and place a non-refundable eight hundred thousand dollar ($800,000) payment (the "Relocation Payment") into a mutually agreeable escrow account;

           3.1.3      Within three (3) business days after the Relocation, XENOTECH shall instruct the escrow agent to release to MULTICELL the non-refundable Relocation Payment from escrow. Once released, the Relocation Payment shall be consideration for, and a guarantee of, Nosan's right of first negotiation for distribution rights for the Asian Pacific Rim as provided in Section 12.3 herein; and

           3.1.4      Within ten (10) days after the Cell Line Training, XENOTECH shall pay MULTICELL the sum of five hundred thousand dollars ($500,000) (the "Training Payment"). Once paid, the Training Payment shall be considered a portion of the "Prepaid Royalties".

      3.2       Running Royalty Payments . XENOTECH shall pay MULTICELL (in accordance with Article 7 herein) ongoing royalty payments (hereinafter "Running Royalties") throughout the Term on Net Sales of Licensed Products and Licensed Services Sold by XENOTECH or its Affiliates, and on sublicenses and other agreements with third parties, as follows:

           3.2.1      thirty four percent (34%) of Net Sales for use and/or propagation sublicenses of Cell Lines or Cell Line Improvements to clients or third parties of XENOTECH;

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           3.2.2      seventeen and one-half percent (17.5%) of Net Sales of Cell Lines or Cell Line Improvements to third parties;

           3.2.3      two and one-half percent (2.5%) of Net Sales of in-house studies, using Cell Lines or Cell Line Improvements, for the benefit of XENOTECH'S clients and/or third parties;

           3.2.4      ten percent (10%) of Net Sales of MFE media, and Permitted Improvements to the MFE, to third parties;

           3.2.5      ten percent (10%) of Net Sales of in-house studies, using Cell Lines or Cell Line Improvements in studies of a type not currently performed by XENOTECH and which type of study is enabled because of the Cell Lines and/or Cell Line Improvements; and

           3.2.6      fifteen percent (15%) of Net Sales for any other sale, sublicense, transfer or other permitted use of the MULTICELL Technology and Permitted Improvements, other than as provided in paragraph 3.2.1 through 3.2.5 herein.

     Running Royalty payments will be made within forty-five (45) calendar days of the close of each calendar quarter.

      3.3     Running Royalty Credits . The actual amount paid pursuant to Section 3.2 above, shall be determined by the total Running Royalties for a given quarter, less a credit from the Prepaid Royalties, until such credit is exhausted, as follows. The maximum credit that XENOTECH shall be entitled to offset against Running Royalties is $700,000 from the Prepaid Royalties ("Maximum Credit"). The Relocation Payment is nonrefundable and non-creditable without offset of any kind . When Running Royalties are due from XENOTECH to MULTICELL, XENOTECH will pay twenty five percent (25%) of the amount due in said quarter in cash to MULTICELL and can offset the remaining seventy five percent (75%) due MULTICELL against the Maximum Credit. XENOTECH can continue to utilize the remaining portion of the Maximum Credit in subsequent quarters, continuing at the rate of seventy five percent (75%) of the amount due, until it is fully exhausted. Thereafter, XENOTECH shall pay the full amount (100%) of the Running Royalties in each quarter in cash without any further credits or offsets due or applicable from License Fees paid pursuant to Section 3.1.

      3.4       Running Royalty Adjustments . The Running Royalty rates of 3.2.1 to 3.2.6 provided above shall be adjusted in the following situations: (i) for Permitted Joint Improvements, the Running Royalty rates payable by XENOTECH shall be reduced to seventy five percent (75%) of the rates shown therein and (ii) for permitted XENOTECH Improvements, the Running Royalty rates payable by XENOTECH shall be reduced to fifty percent (50%) of the rates shown therein.

      3.5       Guaranteed Minimum Running Royalties . In order for XENOTECH to maintain its exclusive license and right under this Agreement, XENOTECH shall pay to MULTICELL guaranteed minimum Running Royalties ("Minimum Running Royalties"), inclusive of any credits from the Maximum Credit, as follows:

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     If, in any Time Period listed above, the actual Running Royalties exceed the noted Minimum Running Royalties for that Time Period, then XENOTECH shall be entitled to credit that excess amount towards any shortfall in next Time Period, but only to the extent that the actual Running Royalties payable in said next Time Period fall short of the guaranteed Minimum Running Royalties for that Time Period.

     In the event that XENOTECH fails to meet the guaranteed Minimum Running Royalties for any Time Period, then MULTICELL shall be entitled to credit the shortfall against the remaining Maximum Credits due XENOTECH, if any, provided, however, such credits shall not exceed the Maximum Credit.

     In the event that XENOTECH fails to pay or have credited (against the Maximum Credit) at least twenty five percent (25%) of the Minimum Running Royalties for any Time Period provided above, then MULTICELL shall have sixty (60) days, at its option, to notify XENOTECH that any and all of XENOTECH'S license and rights under this Agreement are terminated in accordance with Article 9 herein. Upon said termination, XENOTECH shall, within thirty (30) days, return all MultiCell Technologies, information, assets and other materials to MULTICELL, including any and all Improvements, to sell any remaining inventory, subject to the payment obligations to MULTICELL noted herein, to cease any all further sales of Cell Lines, Cell Line Improvements, MFE or its Permitted Improvements, and to execute all instruments reasonably necessary, if any, to re-vest said license and rights solely in MULTICELL. XENOTECH shall have the right to complete its current contracts with existing clients, subject to the payment obligations to MULTICELL noted herein.

     In the event that XENOTECH fails to pay or have credited less than one hundred percent (100%) but greater than twenty five percent (25%) of the Minimum Running Royalties for any Time Period provided above, then XENOTECH shall have the right to either increase its royalty payments to MULTICELL or lose its exclusive license hereunder. In addition, MULTICELL shall have sixty (60) days, at its option, to notify XENOTECH that XENOTECH must, by the end of the next Time Period, pay the Minimum Running Royalties for said Time Period plus the shortfall (the "Shortfall Payment") from the prior Time Period in order to maintain XENOTECH'S license hereunder. Should XENOTECH fail to make the Shortfall Payment, then MULTICELL shall have thirty (30) days, at its option, to notify XENOTECH that any and all of XENOTECH'S license and rights hereunder are terminated, provided, however, that XENOTECH shall have 90 days to cure said breach as provided in Section 9.2 herein.

4.       Representations and Disclaimers.

      4.1       XENOTECH Representations . XENOTECH hereby represents, warrants and agrees that it:

           4.1.1      shall not reverse engineer, modify, improve, derivatize or subclone the Cell Lines or Cell Line Improvements or reverse engineer, modify or improve the MFE or its Improvements without requesting permission from MULTICELL in writing and obtaining the written approval of MULTICELL;

           4.1.2      shall not develop any Joint Improvements or XENOTECH Improvements using the Cell Lines, Cell Line Improvements or other MultiCell Technologies without informing MULTICELL and obtaining prior written approval of MULTICELL;

           4.1.3      shall not use, sell, or sublicense the Cell Lines or Cell Line Improvements for the production of proteins, other cellular constituents or drug-like molecules;

           4.1.4      shall not use, sell, or sublicense the Cell Lines or Cell Line Improvements for the development of a device, such as an artificial liver or other liver support devices, for the treatment of any human diseases;

           4.1.5      shall not use, sell, or sublicense the Cell Lines or Cell Line Improvements for the purpose of infecting and propagating viruses, including, but not limited to, hepatitis B or C viruses;

           4.1.6      shall not use, sell, or sublicense the Cell Lines or Cell Line Improvements for the purpose of transplanting the cells into animals, including humans;

           4.1.7      shall not sell, sublicense or transfer the Cell Lines or Cell Line Improvements to any and all companies, institutions, or the like that do not sign one or more of the Form Agreements acceptable to XENOTECH and MULTICELL;

           4.1.8      shall not grant a sublicense to a client or third party of more than (1) one year without MULTICELL'S prior written permission, which shall not be unreasonably withheld, conditioned or delayed;

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           4.1.9      shall make a good faith effort to promote the worldwide use and licensing of the Cell Lines and Cell Line Improvements in a manner consistent with its other sales and marketing efforts, but in any case no less than a commercially reasonable effort;

           4.1.10      is a limited liability c