Exhibit 10.15
NON-EXCLUSIVE LICENSE AGREEMENT
This Non-Exclusive License Agreement (“Agreement”) is made and entered into this 3 rd 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
Pureline Genetics LLC, a Delaware limited liability company with offices located at 190 Route 165, Preston, CT
06365 (“LICENSEE”) (ACT and LICENSEE sometimes hereinafter referred to as the “parties”).
WITNESSETH
WHEREAS, Robert Saglio, the principal of LICENSEE (“Saglio”), has been employed by ACT’s
parent company A.C.T. Group, Inc. (“Group”) as an executive; and
WHEREAS, Saglio’s employment with Group terminated on August 8, 2002Íž and
WHEREAS, in connection with the termination of Saglio’s employment by Group Saglio and Group
entered into a letter agreement dated July 22, 2002 (the “Letter Agreement”), a copy of which is attached hereto
as Exhibit A ; and
WHEREAS, in connection with the termination of Saglio’s employment by Group Saglio and Group
entered into a General Release and Indemnification Agreement dated February 3, 2004 (the “Release”), a copy
of which is attached hereto as Exhibit B ; and
WHEREAS, ACT owns or has licensed with a sublicensable interest the PATENT RIGHTS (as defined
below) and KNOW-HOW (as defined below); and
WHEREAS, Saglio owns directly more than fifty percent (50%) of LICENSEE; and
WHEREAS, Saglio desires to obtain for LICENSEE a nonexclusive license from ACT in and under the
PATENT RIGHTS and KNOW-HOW; and
WHEREAS, the Letter Agreement contemplates that ACT will grant such a license to LICENSEE; and
WHEREAS, ACT is willing to grant such a license to LICENSEE upon the terms and conditions set
forth below; and
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the
parties hereto agree as follows:
ARTICLE 1 - DEFINITION