"Go into the room," the voice said. "It may seem like a weird room, but that's all right because it is a weird room. Don't be afraid," the voice said. "Sit down in the chair. Drink some water."

Wait for the hand and take what the hand gives you. This," the voice said, "is your meat. Look at it and be thankful. Be thankful because this meat did not come from an animal. No, this meat was grown in a vat."

If this drone was hovering over a slaughterhouse, you would probably turn away before watching what comes next. We like our tasty burgers. We just don't wanna think about what went into making them. Medium rare with American cheese, but please hold the misery.

This meat factory, though, is different. It's your friendly neighborhood abattoir, and it belongs to UPSIDE Foods. Meat is fundamentally the most delicious, most desired food across all cultures. And it's the center of the plate for nearly everything you can imagine.

People love eating meat, and we wanna be able to keep eating meat for thousands of years coming up. But the challenge we are facing at the moment is there's just not enough meat to be able to produce for a growing population that wants to get more and more of it.

The person in charge of UPSIDE is this fella, Uma Valeti. He's not really into killing floors of death. There's no slaughter here. And we're talking about real meat, not plant-based proteins or meat alternatives.

We're going to grow real meat using animal cells, but not having to raise
and slaughter animals. This is the UPSIDE Foods
production facility and innovation center. What we're doing at UPSIDE
Foods really is finding a way to grow real meat
directly from animal cells

into the meat we love. If you look around the facility, you'll see small, medium,
large cultivators all around us. They're meant to serve one single purpose, which is to grow real meat from any animal and be able to grow that in
a matter of 10 to 12 days.

Put simply, UPSIDE grows
meat in these vats. It takes animal cells,
feeds them nutrients, waits a couple of weeks,
and then digs into the vats and harvests out some pork
chops or chicken breasts.

If you look at this place, I
mean, it looks like a brewery, and that's essentially what it is, right? Right, this should be
very familiar to people. When you walk into a brewery,
you see very large steel tanks.

When you walk into a future
meat production facility, you should be able to see very clean tanks that are there growing meat
of any species we love to eat. These are words that make sense when put together, although the concept itself
takes some getting used to.

So we'll take cells from a cow, we'll take cells from a pig
or cells from a chicken, and we'll grow them outside the animal. And we provide them with clean
and nutritious ingredients in a clean environment, and we'll let them grow
for a couple of weeks.

At the end of the couple of
weeks, we'll harvest meat, which is essentially the raw meat that you would get when
an animal is slaughtered. And ultimately, you'll cook it just like
you always cooked meat. What's the largest piece
of meat you've ever eaten?

Just some giant steak. 40 ounces?
Yeah, I think I've probably gotten to the 40 range, yeah.
40 ounces, okay. You had to grow a 2000-pound steer. Yeah. And then cut it back down to 40 ounces.

Now imagine what happens in the reverse. We're building that same
meat from the building blocks of cells much faster than
what it takes a beef cattle to grow, which takes two years. That's really why the resource
use for cultivated meat

is 10 times lower for water use. Our greenhouse gas emissions compared to growing an entire animal for two years, and then cutting it back
down to this 40-ounce steak. UPSIDE has raised more than $200 million from the likes of Bill
Gates, Richard Branson,

and food giants, like Tyson and Cargill. They're all betting that the
company will crack the code on making lots of meat without needing to do any slaughtering. That sound you hear is pigs and
chickens and cows rejoicing.

Uma has graciously allowed me
passage into his meat palace, where we shall find out
how UPSIDE makes its meat. Okay, so the feed starts here? Yup, so if we're looking at two tanks. This is a smaller tank

and this is a larger tank
that is holding the feed. So we're looking at ingredients that are being mixed in
here in a particular recipe. See this little fanlike thing? Yeah. That's the agitator in there - Okay.
That kind of mixes slowly, 

mixes so the ingredients
are nicely dissolved, and that becomes easier
for the cells to absorb it. And the feed's coming more from like a farm or like a chemical? It comes from agricultural plants. It could be corn. It could be soy.

It could be other plants that
people are just processing to make into powders like flour mills. So we have a milling area where
we mill some of the powders. Okay. So that it can easily mix into the water, then the cells can start
absorbing the nutrients.

Here, we are coming over to the first of our seed cultivators. We have multiple of them, but
let's use one as an example. So this is a seed cultivator. You grow the thimble of
cells into like a flask.

Once it gets to a reasonable-sized flask, we have a sterile
connection from that flask into this cultivator. Okay. And we'll pump the cells in there and then feed comes in
and it starts mixing. So there's literally a chicken pipeline

that's ferrying stuff from
one of these vats to the next. Yeah, and the cells are
naturally programmed to double, like I said, every 18, 24, 36 hours. And they're doubling and doubling
and doubling and doubling,

and pretty quickly, in
10, 20, 30 doublings, you're gonna get really
highly dense cells in here that become, say if it's chicken, that's chicken growing in there. When you harvest it out, 

it's going to be like
a really dense liquid. What you do then is you
separate out the water from it. And it just starts
becoming like the raw meat that you're used to seeing, but it doesn't have the marbling 

or so when it comes out of here. Yeah, like what color? It's pinkish or? It's pinkish, yeah. It's pinkish, okay.
It's pinkish because the cells naturally
have a little bit of a pink hue. 

Once you take it out, you take it into the
formulations area in the kitchen and you start making sausages, burgers, and hot dogs, and nuggets. That's crazy. So that's the step. So these are the big,
big daddy cultivators. 

Yeah, you can say these are
the big daddy cultivators for all cut meats. These are the largest of
their kind in the world in any field. And what they do is be able
to produce the textures and the cuts you love from cold cut meats. 

I get more confused on the properties. Like when you cut into a chicken breast, it's kinda like fibrous. And I still can't picture in my head how you guys get the when
you start combining things. Is it just there's machines 

that like sort of mush this stuff together in certain recipes, and then? There's certainly a role for machines, but the majority of the work
that we've done at UPSIDE is actually having the cells figure out how to make the tissues.

Between here and actually
getting in front of a consumer, it'll get into the shape of the breast. That forming and shaping
of it happens after it from the solid meat that we get. Okay, and that's just
done with like a machine

that shapes it?
That's how it's done. That's a machine that shapes it. But otherwise, it's
coming out of this vat, more or less.
Yes. Okay, okay.
Yeah, yeah. And we have all kinds of cells.

We have what we call
fibroblasts. We have myoblasts. And there's other cells that
accumulate a lot of fat. And we're trying to play with the taste and the textures of each of those cells when you put it into a format of a meat.

We're trying to build it from the most fundamental building blocks. UPSIDE started in 2015 and used to go by the name Memphis Meats. Over the years, it's been joined by dozens of startups also trying to grow meat in big metal containers.

Uma's big flex is that UPSIDE has moved past the laboratory R&D phase, and is well on its way to opening a huge synthetic meat factory. This building near Berkeley,
California was just finished and will soon pump out engineered protein at unprecedented volumes.

What we're targeting is
making 50,000 pounds a year. Okay. With the capacity to go all the way up to almost half a million pounds,
like 400,000 pounds plus. But this is basically the one that shows them all how
meat production can be done.

From there, we use that as
a blueprint to start saying, okay, now let's build
a production facility that's purely focused on only production. We don't need to do innovation there. That's the one we start targeting this 10

to 20 million pounds. That's our next production
facility that we wanna build. Okay. This is crazy. So if a number of you guys
are successful at this, there's gonna be competitions
over just who could make the most delicious

meat, right, with their process, and- Yeah, I long for that day of
saying I'm actually competing with another company in this space. It's gonna be like Coke versus
Pepsi but with like steaks.

Uma's assortment of meat receptacles and slurry pipelines was impressive. But by God, I'd signed a waiver and given UPSIDE power of
attorney over my bowels. I wanted to taste some DIY chicken. How many tastings...

You must've... Do you eat this at home with the kids and?
Yes. My kids, my wife, our dog. Yeah.
So we are the first family in the world to eat cultivated meat. And can the dog tell? Oh, I mean, he'll come running towards it,

right?
Yeah. He just like... And you guys picked
chicken, I would presume, 'cause a lot of people eat it, and this would be the
biggest early market. You would have to do chicken
or pork, pretty much, right?

Chicken is something that
everybody knows how it tastes. It's one of the most
desirable meats in the world and number one in the world
and number one in the US. So we're like, we're gonna
put that on the table.

I mean, that's the funny
thing is whenever you eat some of the vegetarian stuff, it's always like, oh, how does this compare to meat? I mean, this is just meat. Yeah, this is just meat, yeah.

I mean, growing up, I grew
up eating a lot of meat. My dad's a veterinarian. I went to his work and was
always around cattle or sheep and kind of learned the
love for animals from that. But loved the taste of
meat, kept eating it.

We had chickens in our backyard. And I had the experience of one day, the chicken I liked disappeared. And I'm like, "Where did it go?" "We just ate it last night." And I remember really crying that day. Was hard to process, so here we are.

I mean, we can have the
chicken and eat it, too. It's golden-brown. You expect the mild reaction
that's happening in a pan. When you're in the room, you're
starting to smell the meat.

Oh, yeah, 100%. It smells
like grilled chicken. Yes. And then as you cut, he's cutting against
the grain of the fibers. And you can see that knife is actually, he had to work hard to cut it.

It just doesn't go to mush. Yeah. It's not like you're cutting tofu. Based on everything I read about you guys, everyone's said it
actually tastes like meat, so my expectations are high. Okay, all right. Yeah, I mean, this is...

I mean, it's meat. That's all right. I mean, it totally tastes
like grilled chicken that I would make at home. Taste is totally there. I feel like the texture
is like super close, a little different.

Is that fair? It's more tender texture, tender fibers. Yup. So what we've done is
different types of textures. We can make thicker fibers, but this one comes in a much
more tender, more moist, and tender fibers, so yeah.

That's delicious. Yeah, well done. But you, otherwise, you
were going to be a doctor, I mean, for the rest of your life. Yeah, I practiced as a
cardiologist for 10 years. I think the calling was
always there from as a child.

I really wanted to be able
to make a meaningful change or a difference in the world. And I couldn't think of a much better way of using my skill sets to
say if we can use science and technology we're using to grow food,

that could save billions of
humans and trillions of animals. And I felt like I could
continue practicing cardiology for another 30 years and
save two or 3,000 lives. But if this works, my gosh, 

like it just literally would
be a giant leap for humanity. And walking away from
cardiology was not easy. And my mom and dad had,
my mom more than my dad, had a reaction of like, "You
can't walk away from that. 

You worked so hard for it and you're doing really well." But they also saw from I was little how much I cared about meat
and how it came to the table and running behind my dad and
playing with all the animals. They immediately got it. 

And my dad was an incredibly supportive, the kindest person that I've known. The only shirt he would
wear for the last five years is a shirt that I sent him, said, hey, we used to be called Memphis Meats, 

and then he always used
to wear that shirt. Twist of fate with COVID, my dad passed away last year.
Oh, shit, yeah. My dad was gonna be here for the opening. Yeah. So that's why it's emotional. 

Yeah. Yeah, no, no, no, I understand. Well, I mean, it's about as impressive a
thing as you can do, right, to shake up something this dramatic. Upside's technology is
admirable and impressive. 

The company, though, still
faces a couple of major tests. First, the FDA has to approve
this type of cell-based meat. And second, consumers
actually have to want it when they walk down supermarket aisles. Let's talk about the price for a moment.

When you guys started, I mean, I think- We were at $18,000. 18,000 for how much? For a pound. For a pound of meat. So what has been the curve down over time? So I'd say we've lowered
it by about three orders

of magnitude by about 1,000x. Okay. And so that brings us into the territory of being able to say we
can do premium meat pricing as we start getting ready
for producing meat at scale. 10, $20 a plate.

When you talk about just
one chicken breast or so, or a chicken tender,
it's gonna be under a $5. This is a lot of progress in five years, five or six years. But there is a camp of people who think this just cannot
be done economically.

So we're standing on a track record of being able to question the impossible and keep moving beyond that. What I'm telling our own team that's literally broken
nearly every barrier people said we couldn't do in
the last five years, right,

every single one that we
are talking about today was a much higher barrier five years ago. The investors that are
coming in here recognize that this is a long arc. And in order to create the kind of change you're talking about, this is gonna take five
years plus, 10 years plus.

We are set up at a very
interesting moment in history where the trends of consumers,
the current generation, are all asking questions about
where's our food coming from and we want to demand a much better way of bringing food to the table.

The current meat production
is 750 billion pounds. That's about 70 billion animals. Now that demand is approximately doubling. Let's say by 2050, we need
to have 150 billion animals on the planet to produce enough meat

for everybody's demands. And it's very clear. There's not enough space.
There's not enough water. And we cannot afford to have the level of greenhouse gas emissions and runoffs that come from that
much amount of animals. If we are successful and
the field is successful,

it's just an enormous opportunity. It's game over for many of the
problems we're talking about.

Dining at The World's Largest Synthetic Meat Factory

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Dining at The World's Largest Synthetic Meat Factory

Dining at The World's Largest Synthetic Meat Factory

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