Exhibit 10.31
MEMBERSHIP INTEREST EXCHANGE AND ASSET SALE AGREEMENT
This Membership Interest Exchange and Asset Sale Agreement, dated as of the 31 st 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”).
WITNESSETH:
WHEREAS, ACT is the owner of 17.5% of the outstanding Hematech Membership Interests (the
“Hematech Units”), and the Cyagra Holders are, collectively, the holders of 808,500 Units of Membership
Interest in Cyagra (the “Cyagra Units”), with each Cyagra Holder’s ownership of Cyagra Units set forth on
Exhibit A attached hereto and made a part hereof; and
WHEREAS, ACT wishes to become the owner of all of the outstanding Units of Membership Interest in
Cyagra (other than those held by Dr. Jose Cibelli, Milton Boyle and F. Abel Ponce de Leon), and the Cyagra
Holders wish to acquire from ACT the Hematech Units reflected on Exhibit B hereto (the “Transferred Hematech
Units”); and
WHEREAS, Cyagra wishes to acquire certain of the assets of CK; and
WHEREAS, concurrently with the execution and delivery of this Agreement, ACT, Hematech and the
University of Massachusetts/Amherst (“UMass”) are entering into vario