This Agreement, effective as of July 26, 1996 ("Effective Date") and executed in duplicate originals, by and
between Albert Einstein College of Medicine of Yeshiva University, a division of Yeshiva University, a
corporation organized and existing under the laws of the State of New York and having offices at 1300 Morris
Park Avenue, Bronx, New York 10461 ("AECOM") and Renaissance Cell Technologies, Incorporated, P.O.
Box 16415, Chapel Hill, North Carolina 27516, a corporation organized and existing under the laws of the State
of Delaware ("Renaissance").
WHEREAS, AECOM is the owner of U.S. and foreign patent applications relating to (l) the proliferation of
hepatocyte precursors and (2) hepatoblasts and methods of isolating same;
WHEREAS, Renaissance is desirous of acquiring an exclusive license under such U.S. and foreign patent
applications and any patents issuing thereon;
WHEREAS, AECOM is willing to grant an exclusive license under such U.S. and foreign patent applications and
any patents issuing thereon to Renaissance under the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as
Portions of this exhibit marked [ * ] have been omitted pursuant to a request for confidential treatment.
1.01 "Patent Rights" means the United States and foreign patent applications
listed on Appendix A, including any divisionals, continuations and
continuations-in-part, and any patents issuing thereon, including any
substitutions, extensions, reissues, reexaminations, and inventor's
1.02 "Licensed Product" means any product, the manufacture, use or sale of
which is covered by a claim of Patent Rights.
1.03 "Net Sales" means the total consideratio