NONEXCLUSIVE LICENSE AGREEMENT
This Nonexclusive License Agreement (“Agreement”) is made and entered into this 1 st day of May, 2001
(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 Immerge BioTherapeutics, Inc., a Delaware corporation
with offices located at Building 75, Third Avenue, Charlestown, MA 02129 (“LICENSEE”) (ACT and LICENSEE sometimes
hereinafter referred to as the “parties”). As set forth below, the University of Massachusetts, a public institution of higher
education of the Commonwealth of Massachusetts (the “University”), has agreed to certain provisions of this Agreement.
WHEREAS, ACT owns or has licensed with a sublicensable interest the PATENT RIGHTS (as defined
WHEREAS, LICENSEE desires to obtain a nonexclusive license from ACT to the PATENT RIGHTS;
WHEREAS, ACT is willing to grant such a license to LICENSEE; and
WHEREAS, the parties have previously agreed, pursuant to a term sheet stylized as “Terms for
Nonexclusive License” dated December 23, 2000 (the “Term Sheet”), to the principal terms of the license.
WHEREAS, the parties agree to enter into a formal and definitive license upon the terms and condition
set forth below;
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the
parties hereto agree as follows:
ARTICLE 1 - DEFINITIONS
For the purposes of this Agreement, the following words and phrases shall have the following meanings:
1.1 “LICENSEE” shall mean Immerge BioTherapeutics, Inc, a Delaware corporation with offices
located at Building 75, Third Avenue, Charlestown, MA 02129.
1.2 “PATENT RIGHTS” means the patents and patent applications identified on Exhibit A attached
hereto, all divisionals, continuations, and contin