Exhibit 10.1
NON-EXCLUSIVE LICENSE AGREEMENT
This Non-Exclusive License Agreement (“Agreement”), effective as of May 9, 2006 (the “Effective
Date”), is between Advanced Cell Technology, Inc., a Delaware corporation with offices located at 381
Plantation Street, Worcester, Massachusetts 01605 (“ACT” or “Licensor), and Kirin Beer Kabushiki Kaisha, a
Japanese corporation with offices located at 10 1, Shinkawa 2 chome, Chuo-ku, Tokyo, Japan 104 8288
(“Kirin”) and any of its subsidiaries, including Aurox, LLC, a Delaware limited liability company (“Aurox”),
Hematech, LLC, a Delaware limited liability company (“Hematech”), and Kirin SD, Inc., a Delaware corporation
(“Kirin SD”), all with offices located at Hamlet Professional Building, 4001 Valhalla Boulevard, Suite 103, Sioux
Falls, SD 57106 (Kirin, Aurox, Hematech, and Kirin SD referred to collectively herein as “Licensee”) (Licensor
and Licensee sometimes hereinafter referred to individually as a “Party” and collectively as the “Parties”).
R E C I T A L S
WHEREAS ACT owns and/or has licensed with a sublicenseable interest the Patent Rights (as defined
below); and
WHEREAS, certain of the Patent Rights have been the subject of litigation in Massachusetts Superior
Court in the case styled as University of Massachusetts v. Robl & Collas, No. 03 0445 BLS2 (Mass. Super.
Ct., Suffolk County) (the “Litigation”); and
WHEREAS, pursuant to the terms of the Exclusive License Agreement dated April 1, 2003 between
Licensor and the University of Massachusetts (the “UMass License”), Licensor has an exclusive license from the
University of Massachusetts to intellectual property that has been the subject of the Litigation; and
WHEREAS, the parties to the Litigation have proposed to settle the Litigation as provided in the
Settlement Agreement dated February 3, 2006 between the University of Massachusetts and Drs. James Robl
and Philippe Collas (the “Settlement Agreement”); and
WHEREAS, as a result of the settlement of the Litigation, Licensor is