definiens: means any loss, damage, claim or liability ( joint or several ) towhich a party hereto may become subject under the Securities Act, the Exchange Act, or otherfederal or state law, insofar as such loss, damage, claim or liability ( or any action in respect thereof)arises out of or is based upon : ( i ) any untrue statement or alleged untrue statement of a material factcontained in any registration statement of BioTime or HBL, as applicable, including any preliminaryprospectus or final prospectus contained therein or any amendments or supplements thereto ; ( ii ) anomission or alleged omission to state therein a material fact required to be stated therein, ornecessary to make the statements therein not misleading ; or ( iii ) any violation or alleged violation bythe indemnifying party ( or any of its agents or Affiliates ( as defined in Cell Cure 's Articles ) ) of theSecurities Act, the Exchange Act, any state securities law, or any rule or regulation promulgatedunder the Securities Act, the Exchange Act, or any state securities law