ex10_1.htm


    
      

    

    Exhibit
      10.1


    Agreement
      08-0155

    


    


    COMMERCIAL
      LICENSE AND
      OPTION AGREEMENT

    


    This
      Agreement is made effective the
      3rd day of January 2008 (“Effective Date”), by and between the Wisconsin Alumni
      Research Foundation (hereinafter called “WARF”), a nonprofit Wisconsin
      corporation, and BioTime, Inc. (hereinafter called “Licensee”), a corporation
      organized and existing under the laws of California.

    


    WHEREAS,
      WARF owns or holds
      certain intellectual property rights to the inventions described in the Licensed
      Patents defined below;

    


    WHEREAS,
      WARF has granted to
      Geron Corporation (“Geron”) an exclusive license under the Licensed Patents in
      certain fields covering Therapeutic Products and Diagnostic Products, as well
      as
      a non-exclusive license for Research Products (all defined below), which may
      prohibit WARF from granting Licensee any rights outside those granted in this
      Agreement; and

    


    WHEREAS,
      Licensee desires to
      obtain a license under the Licensed Patents and certain Licensed Materials
      (defined below) to make, use and sell Products, and WARF is willing to grant
      to
      Licensee such a license under the terms and conditions set forth
      herein.

    


    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements set forth below, the
      parties covenant and agree as follows:

    


    Section
      1.                Definitions.

    


    For
      the purposes of this Agreement, the
      Appendix A definitions shall apply.

    


    Section
      2.               Grant.

    


    A.           
      License.

    


    (i)           
      WARF hereby grants Licensee a world-wide, nonexclusive license under the
      Licensed Patents to make, use and receive Licensed Materials for use in Internal
      Research.

    


    (ii)          
      WARF hereby grants Licensee a world-wide, nonexclusive license under the
      Licensed Patents and the Licensed Materials to make, use and sell Products
      in
      the Licensed Field.

    


    B.           
      Limited
      Sublicenses.

    


    (i)           
      WARF hereby grants Licensee the right to transfer, as applicable, Licensed
      Materials and Derivative Materials to Collaborators, Development Partners,
      Contract Service Providers, subsidiaries, and Affiliates and to receive and
      use
      Licensed Materials and Derivative Materials from its Collaborators, Development
      Partners, Contract Service Providers, subsidiaries, and Affiliates, in each
      case
      only to conduct research to develop and commercialize Products on behalf of
      or
      cooperatively with Licensee. Licensee may grant only written sublicenses only
      to
      Collaborators, Development Partners, Contract Service Providers, subsidiaries
      and Affiliates as follows:

     

    (a) 
      Such a sublicense may be granted, in the case of a Collaborator, to enable
      the
      Collaborator to engage in a project of collaborative research with Licensee
      on
      Licensed Materials and Derivative Materials and/or the development of Products.
      Such a sublicense may include a license to make or use the Licensed Materials,
      Derivative Materials, or Products solely for the purpose of the project, but
      not
      to sell or transfer any of them to any party other than to
      Licensee.

     

    (b)   Such
      a sublicense may be granted, in the case of a Contract Service Provider, to
      enable the Contract Service Provider to perform specific services in support
      of
      Licensee’s sale or distribution of Products (e.g. testing, contract
      manufacturing, distribution), under a written contract with Licensee, at
      Licensee’s expense, and pursuant to protocols or specifications developed or
      approved by Licensee.  Such a sublicense may include a license to make
      or use the Licensed Materials and Derivative Materials solely for the purpose
      of
      providing such services, or to sell Products as Licensee’s agent or authorized
      distributor, but not to sell or transfer any of them for any other
      purpose.


    
      
        
        

      

      
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    (c)    Such
      a sublicense may be granted, in the case of a Development Partner, to enable
      the
      Development Partner to collaboratively research, develop, manufacture, market,
      or perform other activities necessary for the commercialization of Products
      with
      Licensee, pursuant to a collaborative agreement. Such a sublicense may include
      a
      license to make or use the Licensed Materials, Derivative Materials, or
      Products, and to make, have made, use, sell, offer for sale or import
      Products.

     

     (ii)          
      Unless otherwise agreed to in writing by WARF, any sublicense agreement entered
      into under this Section 2B shall terminate upon the termination of this
      Agreement, and each sublicense shall so state. Licensee shall require that
      its
      sublicensee(s) comply with all relevant requirements of this Agreement
      (including without limitation restrictions on the right to use and transfer
      Licensed Materials) and Licensee shall have the same responsibility for the
      activities of any sublicensee as if the activities were directly those of
      Licensee. Licensee shall provide to WARF, in confidence, a summary of any
      sublicense agreement with a Collaborator, Development Partner or a Contract
      Service Provider, under this Section 2B within thirty (30) days after execution
      of such sublicense agreement.

    


    C.           
      Restrictions and
      Limitations.

    


    Licensee
      acknowledges and agrees that the licenses granted under this Agreement do not
      provide any right or license to:  (i)  grant any sublicenses
      under this Agreement to any third parties other than as permitted by Section
      2B,
      (ii) use the inventions of the Licensed Patents, Licensed Materials or any
      Derivative Materials in the manufacture or distribution of Products in fields
      outside of the Licensed Field for any commercial purpose or in human clinical
      trials, or (iii) make, have made, use, sell, offer for sale, import or otherwise
      transfer any Licensed Materials to third parties, except to Affiliates of
      Licensee, without the express written consent of WARF.

    


    D.           
      License to
      WARF.

    


    Licensee
      hereby grants to WARF a nonexclusive, royalty-free, irrevocable, paid-up
      license, with the right to grant sublicenses to the University of Wisconsin,
      the
      WiCell Research Institute and the Morgridge Institute for Research, to practice
      and use Developments for Non-Commercial Research Purposes, if WARF does not
      otherwise have rights to or in such Developments.

    


    E.           
      Option to a
      License.

    


    (i)           
      WARF hereby grants to Licensee an option, for the period of time during which
      this Agreement is in effect, to negotiate a commercial license under the
      Licensed Patents to make, use and sell Therapeutic Products in the Option Field
      and Option Territory. Said option shall terminate simultaneously with the
      termination of this Agreement.

    


    (ii)           
      In order to exercise the option granted hereunder, Licensee must, prior to
      the
      termination of the option, both notify WARF in writing that it is exercising
      its
      rights and provide to WARF an acceptable development plan similar in scope
      to
      that outlined on Appendix E.

    


    (iii)          
      Upon WARF’s receipt of notice and a development plan reasonably acceptable to
      WARF, WARF and Licensee shall enter into good faith negotiations regarding
      the
      terms of a license.  WARF and Licensee shall have ninety (90) days
      from the date that WARF receives notice pursuant to Section 2E(ii) to negotiate
      such a license.  If WARF and Licensee fail to enter a license within
      such time period, the option granted in this Section 2E shall terminate, unless
      extended by a written agreement signed by both parties.  The terms of
      the license shall include, without limitation, a license fee, royalties, patent
      reimbursement fees and other commercially reasonable terms as negotiated by
      the
      parties, and shall be substantially the same in format as those generally used
      in WARF’s agreements with companies concerning similar
      technology.


    
      
        
        

      

      
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    Section
      3.               Reporting.

    


    A.           
      Licensee shall diligently develop, manufacture, market and sell Products in
      the
      Licensed Field throughout the term of this Agreement. Such activities shall
      include, without limitation, those activities listed in the Development Plan
      attached hereto as Appendix E. Licensee agrees that said Development Plan is
      reasonable and that it shall take all reasonable steps to meet the development
      program as set forth therein.

     

    B.           
      Beginning in January 2008 and until the date of first commercial sale, Licensee
      shall provide WARF with a written Development Report similar in scope to the
      form attached as Appendix D, summarizing Licensee’s development activities since
      the last Development Report and any necessary adjustments to the Development
      Plan.  Licensee agrees to provide each Development Report to WARF on
      or before thirty (30) days from the end of each semi-annual period ending June
      30 and December 31 for which a report is due, and shall set forth in each
      Development Report sufficient detail to enable WARF to ascertain Licensee’s
      progress toward the requirements of the Development Plan. WARF reserves the
      right to audit Licensee’s records relating to the development activities
      required hereunder.  Such record keeping and audit procedures shall be
      subject to the procedures and restrictions set forth in Section 6 for auditing
      the financial records of Licensee.

     

    C.           
      Licensee acknowledges that any failure by Licensee to reasonably implement
      the
      Development Plan, or to make timely submission to WARF of any Development
      Report, or the providing of any false information to WARF regarding Licensee’s
      development activities hereunder, shall be a material breach of the terms of
      this Agreement, subject to the right to cure under Section 7.

    


    Section
      4.               Consideration.

     

    A.           
      License and
      Maintenance Fees.

    


    Licensee
      agrees to pay to WARF a
      license fee of $225,000 due and payable as follows:  the first
      installment of $10,000 shall be due within thirty (30) days of the Effective
      Date of this Agreement, and the remaining $215,000 shall be due on the earlier
      of: (i) thirty (30) days after Licensee raises $5,000,000 or more of new equity
      financing or (ii) the first anniversary of the Effective Date of this
      Agreement.  A maintenance fee of $25,000 shall be due annually on each
      anniversary of the Effective Date of this Agreement beginning on the first
      anniversary and continuing thereafter for the term of this
      Agreement.

    


    B.           
      Royalty.

    


    (i)           
      In addition to the Section 4A license and maintenance fees, Licensee agrees
      to
      pay to WARF as “earned royalties” a royalty calculated as a percentage of the
      Net Selling Price of Research Products in accordance with the terms and
      conditions of this Agreement.  The royalty is deemed earned as of the
      earlier of the date the Research Product is actually sold or otherwise performed
      for consideration, the date an invoice is sent by Licensee, or the date a
      Research Product is transferred to a third party for any promotional reasons.
      The royalty shall remain fixed while this Agreement is in effect at a rate
      of
      four percent (4%) of the Net Selling Price of Research Products.

    


    (ii)           
      Licensee also agrees to pay to WARF as “earned royalties” a royalty calculated
      as a percentage of the Net Selling Price of Related Products in accordance
      with
      the terms and conditions of this Agreement.  The royalty is deemed
      earned as of the earlier of the date the Related Product is actually sold or
      otherwise performed for consideration, the date an invoice is sent by Licensee,
      or the date a Related Product is transferred to a third party for any
      promotional reasons.  The royalty shall remain fixed while this
      Agreement is in effect at a rate of two percent (2%) of the Net Selling Price
      of
      Related Products.

    


    (iii)          
      If Licensee grants any sublicenses
      under Section 2B of this Agreement to a sublicensee that markets, distributes,
      or sells Products, WARF shall receive a royalty in amount of four percent (4%)
      of the Net Selling Price of Research Products, and two percent (2%) of the
      Net
      Selling Price of Related Products sold by the sublicensee under such
      sublicense.

    


    (iv)          
      If Licensee or any permitted sublicensee is required to make payments to an
      unaffiliated third party for a license or similar right to such third party’s
      patents, in the absence of which right or license Licensee or any permitted
      sublicensee could not legally make, use or sell Research Products, or Related
      Products, then the royalty payable under this Section 4B shall be reduced by
      one-quarter of one percent (0.25%) for each additional one-half percent (0.5%)
      of royalties payable to such third parties on that Product; provided, however, that the
      adjusted royalty rate to WARF will be no less than fifty percent (50%) of the
      applicable royalty rate payable to WARF under this Agreement for such Research
      Products or Related Products.


    
      
        
        

      

      
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    (v)          
      In the event that the sale, lease, or other transfer by Licensee of Research
      Products or Related Products under this Agreement also requires payment to
      WARF
      of royalties under any other agreement between WARF and Licensee, the cumulative
      earned royalties owed to WARF for that Product under all such agreements shall
      not exceed the single highest royalty as set forth in those agreements. Licensee
      shall pay to WARF royalties under all such agreements individually and on a
      pro rata
      basis.  (For example, if Licensee owes to WARF a one and one-half
      percent (1.5%) earned royalty under this Agreement and a three percent (3%)
      earned royalty under a separate agreement, the cumulative royalties owed to
      WARF
      shall be three percent (3%), but shall be paid proportionately under each
      agreement in payments of one percent (1%) under this Agreement and two percent
      (2%) on the other.)

    


    C.           
      Patent Fees and
      Costs.

    


    Licensee
      also agrees to pay to WARF
      $25,000 toward reimbursement of the costs associated with preparing, filing
      and
      maintaining the Licensed Patents, which shall be due and payable as
      follows:  the first installment of $5,000 shall be due within thirty
      (30) days of the Effective Date of this Agreement, and the remaining $20,000
      shall be due on the earlier of (i) thirty (30) days after Licensee raises
      $5,000,000 or more of new equity financing or (ii) the first anniversary of
      the
      Effective Date of this Agreement.

    


    D.           
      Accounting;
      Payments.

    


    (i)           
      Amounts owing to WARF under Section 4B of this Agreement shall be paid on a
      quarterly basis, with such amounts due and received by WARF on or before the
      forty-fifth (45th)
      day
      following the end of the calendar quarter ending on March 31, June 30, September
      30 or December 31 in which such amounts were earned.  The balance of
      any amounts which remain unpaid more than thirty (30) days after they are due
      to
      WARF shall accrue interest until paid at the rate of the lesser of one percent
      (1%) per month or the maximum amount allowed under applicable
      law.  However, in no event shall this interest provision be construed
      as a grant of permission for any payment delays.

    


    (ii)           
      Except as otherwise directed, all amounts owing to WARF under this Agreement
      shall be paid in U.S. dollars. All royalties owing with respect to Net Selling
      Prices stated in currencies other than U.S. dollars shall be converted at the
      rate shown in the Federal Reserve Noon Valuation - Value of Foreign Currencies
      on the day preceding the payment. WARF is exempt from paying income taxes under
      U.S. law. Therefore, all payments due under this Agreement shall be made without
      deduction for taxes, assessments, or other charges of any kind which may be
      imposed on WARF by any government outside of the United States or any political
      subdivision of such government with respect to any amounts payable to WARF
      pursuant to this Agreement. All such taxes, assessments, or other charges shall
      be assumed by Licensee.

    


    (iii)          
      A full accounting showing how any amounts owing to WARF under Section 4B have
      been calculated shall be submitted to WARF on the date of each such payment.
      Such accounting shall be on a per-country and Product line, model or tradename
      basis and shall be summarized on the form shown in Appendix C of this Agreement.
      In the event no payment is owed to WARF, a statement setting forth that fact
      shall be supplied to WARF.

    


    Section
      5.                Certain
      Warranties.

    


    A.           
      WARF warrants that it has the right to grant the licenses granted to Licensee
      in
      this Agreement. Nothing in this Agreement shall, however, be construed as:
      (i) a
      warranty or representation by WARF or Licensee as to the validity or scope
      of
      any of the Licensed Patents; (ii) a warranty or representation that anything
      made, used or transferred under the license granted in this Agreement will
      or
      will not infringe patents of third parties; (iii) an obligation to furnish
      any
      assistance, or know-how not provided in the Licensed Patents or any materials
      or
      services other than those specified in this Agreement; or (iv) an obligation
      to
      file any patent application or secure or maintain any patent
      right.


    
      
        
        

      

      
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    B.           
      WARF AND ITS LICENSORS MAKE NO REPRESENTATIONS, EXTEND NO WARRANTIES OF ANY
      KIND, EITHER EXPRESS OR IMPLIED, AND ASSUME NO RESPONSIBILITIES WHATSOEVER
      WITH
      RESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE
      NON-INFRINGEMENT OR USE OF ANY SERVICE UNDER THIS AGREEMENT.

    


    C.           
      TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WARF, WICELL, OR
      THEIR
      RESPECTIVE TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT
      LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT,
      INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES
      OR
      INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN
      ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE
      OF
      THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

    


    Section
      6.              
Recordkeeping.

    


    A.           
      Licensee shall keep books and records sufficient to verify the accuracy and
      completeness of Licensee’s accounting referred to above, including without
      limitation inventory, purchase and invoice records relating to any Products
      sold
      under this Agreement.  In addition, Licensee shall keep books and
      records sufficient to verify the accuracy and completeness of Licensee’s
      Development Reports.  Such documentation may include, but is not
      limited to, invoices for studies, laboratory notebooks, internal job cost
      records, and filings made to the Internal Revenue Department to obtain tax
      credit, if available, for research and development.  All such books
      and records shall be preserved for a period not less than six (6) years after
      they are created during and after the term of this Agreement.

    


    B.           
      Licensee shall take all steps reasonably necessary so that WARF may, within
      thirty (30) days of its request, review Licensee’s books and records to allow
      WARF to verify the accuracy of Licensee’s Development Reports and the payments
      made to WARF.  Such review will be performed no more than annual and
      by an attorney or registered CPA and scientific expert designated by WARF and
      mutually agreeable to Licensee, at WARF’s expense upon reasonable notice and
      during regular business hours.

    


    C.           
      If a royalty payment deficiency is determined, Licensee shall pay the royalty
      deficiency outstanding within thirty (30) days of receiving written notice
      thereof, plus interest on outstanding amounts as described in Section 4D(i).
      If
      a royalty payment deficiency for a calendar year exceeds the lesser of five
      percent (5%) of the royalties paid for that year or $50,000, then Licensee
      shall
      be responsible for paying WARF’s out-of-pocket expenses incurred with respect to
      such review.

    


    Section
      7.               Term and
      Termination.

    


    A.           
      The term of this license shall begin on the Effective Date and continue until
      the expiration of the last to expire Licensed Patents, unless otherwise earlier
      terminated as provided herein.

    


    B.           
      Licensee may terminate this Agreement at any time by giving at least ninety
      (90)
      days written and unambiguous notice of such termination to WARF.

    


    C.           
      If Licensee at any time defaults in the timely payment of any monies due to
      WARF, or the timely submission to WARF of any report, or commits any breach
      of
      any other covenant herein contained, and Licensee fails to remedy any such
      breach or default within ninety (90) days after written notice thereof by WARF,
      or if Licensee commits any act of bankruptcy, becomes insolvent, is unable
      to
      pay its debts as they become due, files a petition under any bankruptcy or
      insolvency act, or has any such petition filed against it which is not dismissed
      within sixty (60) days, or offers any component of the Licensed Patents or
      Licensed Materials to its creditors, WARF may, at its option, terminate this
      Agreement by giving notice of termination to Licensee.

    


    D.           
      Upon termination of this Agreement, the licenses granted herein shall
      immediately terminate. In the event of termination under Section 7B or 7C above,
      Licensee shall have ninety (90) days to cease all activities involving the
      use
      of the Licensed Materials and any Derivative Materials for any purpose, and
      shall destroy all Licensed Materials and Derivative Materials in its possession.
      Licensee shall remain obligated to pay any maintenance fees prorated as of
      the
      date of termination by the number of days elapsed in the applicable calendar
      year, as well as any yet unpaid License Fees described in Section 4A and Patent
      Fees and Costs described in Section 4C.


    
      
        
        

      

      
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    E.           
      The confidentiality obligations of Section 13 below shall survive any
      termination of this Agreement. Licensee acknowledges and agrees that damages
      may
      not be an adequate remedy in the event of a breach of this Agreement by
      Licensee. Licensee therefore agrees that WARF and/or WARF shall be entitled
      to
      seek immediate and permanent injunctive relief from a court of competent
      jurisdiction in addition to any other rights or remedies otherwise available
      to
      WARF and/or WARF.

    


    Section
      8.               Assignability; Change
      of
      Control.

    


    Licensee
      may not assign or transfer
      this Agreement, nor any of the rights granted herein, except pursuant to a
      Change of Control Event, without the prior written consent of
      WARF.  Licensee shall notify WARF in writing promptly in the event of
      any Change of Control Event and, with respect to a transfer to any non-Affiliate
      pay to WARF a fee of $300,000 to allow the transfer of the license granted
      herein to that non-Affiliate to whom control has been transferred.

    


    Section
      9.               Contest of
      Validity.

    


    In
      the event Licensee contests the
      validity of any Licensed Patent, Licensee shall continue to pay all amounts
      owed
      under this Agreement with respect to that patent as if such contest were not
      underway until the patent is adjudicated invalid or unenforceable by a court
      of
      last resort.

    


    Section
      10.             Enforcement.

    


    WARF
      intends to protect the Licensed
      Patents against infringers, or otherwise act to eliminate infringement when,
      in
      WARF's sole judgment and discretion, such action may be reasonably necessary,
      proper and justified.  In the event that Licensee believes there is
      infringement of any Licensed Patents, Licensee shall provide WARF with
      notification and reasonable evidence of such infringement.  If WARF
      takes action to remedy the infringement, Licensee agrees to provide reasonable
      assistance to WARF as requested by WARF and at WARF’s expense.

    


    Section
      11.             Indemnification
      and
      Insurance.

    


    A.           
      Licensee shall, at all times during the term of this Agreement and thereafter,
      indemnify, defend and hold WARF, WiCell, the University of Wisconsin (the
“University”), and their respective trustees, directors, officers, shareholders
      and employees (including without limitation any inventors of the Licensed
      Patents) (each, an “Indemnitee”) harmless against all liabilities, demands,
      damages, settlements, suits, claims, proceedings, costs and expenses, including
      legal expenses and reasonable attorneys fees, arising out of or relating to
      the
      death of or injury to any person or persons or any damage to property, due
      to
      the use of the Licensed Materials or any Derivative Materials or Developments
      or
      the production, manufacture, sale, use, lease, consumption or advertisement
      of
      Products arising from any right or obligation of Licensee
      hereunder.  WARF at all times reserves the right to select and retain
      counsel of its own to defend WARF’s interests in any such
      proceeding.

    


    B.           
      Licensee warrants that it now maintains and will continue to maintain liability
      insurance coverage reasonably appropriate to the risk involved in using and
      marketing the Licensed Materials, any Derivative Materials, and Products under
      this Agreement, and that such insurance coverage is sufficient to cover WARF
      and
      the inventors of the Licensed Patents and Licensed Materials as additional
      insureds. Within ninety (90) days after the execution of this Agreement and
      thereafter annually between January 1 and January 31 of each year, Licensee
      will
      present evidence to WARF that such coverage is being maintained. In addition,
      Licensee shall provide WARF with notice of any change in or cancellation of
      the
      insurance coverage.


    
      
        
        

      

      
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     Section
      12.             Use of
      Names.

    


    Neither
      party shall use the other’s
      name, the name of any inventor of the Licensed Patents, or the name of WARF,
      WiCell or the University in any other form of publicity without the prior
      written approval of the entity or person whose name is being used, except where
      a disclosure is required by any applicable law or regulation or the rules of
      any
      securities exchange or electronic securities trading
      system.  Notwithstanding the foregoing, both parties shall have the
      right to disclose the fact that WARF has entered into this Agreement with
      Licensee.

    


    Section
      13.              Confidentiality.

    


    Both
      parties agree to keep any
      information identified as confidential by the disclosing party, confidential
      using methods at least as stringent as each party uses to protect its own
      confidential information.  Confidential information shall include,
      without limitation, any information provided to WARF under Section 3 and Section
      4B or 4D, until such information is publicly disclosed by
      Licensee.  The confidentiality and use obligations set forth above
      apply to all or any part of information disclosed hereunder except to the extent
      that:

    


    (i)        
          Licensee or WARF can show by written record that they
      possessed the information prior to its receipt from the other
      party;

    


    (ii)           
      the information was already available to the public or became so through no
      fault of Licensee or WARF;

    


    (iii)          
      the information is subsequently disclosed to Licensee or WARF by a third party
      that has the right to disclose it free of any obligations of confidentiality;
      or

    


    (iv)          
      five (5) years have elapsed from the expiration of this Agreement.

    


    Licensee
      acknowledges and agrees that nothing contained in this Section 13 shall be
      construed to limit or preclude WARF from negotiating or entering into any
      agreements with third parties under terms and conditions similar to that set
      forth in this Agreement.

    


    Section
      14.              United States Government
      Interests.

    


    It
      is understood that if the United
      States Government (through any of its agencies or otherwise) has funded
      research, during the course of or under which any of the inventions of the
      Licensed Patents were conceived or made, the United States Government is
      entitled, as a right, under the provisions of 35 U.S.C. § 200-212 and applicable
      regulations of Chapter 37 of the Code of Federal Regulations, to a nonexclusive,
      nontransferable, irrevocable, paid-up license to practice or have practiced
      the
      inventions of the Licensed Patents for governmental purposes.  Any
      license granted to Licensee in this Agreement shall be subject to such
      right.

    


    Section
      15.              Miscellaneous.

    


    A.           
      This Agreement shall be governed by and construed in all respects in accordance
      with the laws of the State of Wisconsin, without reference to its conflicts
      of
      laws principles.

    


    B.      
            The parties hereto are independent contractors
      and not joint venturers or partners.

    


    C.      
            If the enforcement of any provisions of this
      Agreement are or shall come into conflict with the laws or regulations of any
      jurisdiction or any governmental entity having jurisdiction over the parties
      or
      this Agreement, those provisions shall be deemed automatically deleted, if
      such
      deletion is allowed by relevant law, and the remaining terms and conditions
      of
      this Agreement shall remain in full force and effect. If such a deletion is
      not
      so allowed or if such a deletion leaves terms thereby made clearly illogical
      or
      inappropriate in effect, the parties agree to substitute new terms as similar
      in
      effect to the present terms of this Agreement as may be allowed under the
      applicable laws and regulations.

    


    D.           
      WARF and Licensee have each been represented by counsel who participated in
      the
      preparation of this Agreement. This Agreement reflects a negotiated compromise
      between the parties. Neither party shall be considered to be the drafter of
      this
      Agreement or any of its provisions for the purpose of any statute, case law
      or
      rule of interpretation or construction that would or might cause any provision
      to be construed against the drafter of this Agreement. The Section headings
      contained in this Agreement are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.


    
      
        
        

      

      
        Page
          7 of 29

        
          

        

      

      
        
        

      

    


    E.           
      This Agreement is not intended to be for the benefit of and shall not be
      enforceable by any third party. Nothing in this Agreement, express or implied,
      is intended to or shall confer on any third party any rights (including
      third-party beneficiary rights), remedies, obligations or liabilities under
      or
      by reason of this Agreement. This Agreement shall not provide third parties
      with
      any remedy, claim, reimbursement, cause of action or other right in excess
      of
      those existing without reference to the terms of this Agreement. No third party
      shall have any right, independent of any right that exists irrespective of
      this
      Agreement, to bring any suit at law or equity for any matter governed by or
      subject to the provisions of this Agreement.

    


    Section
      16.              Notices.

    


    Any
      notice required to be given
      pursuant to the provisions of this Agreement shall be in writing and shall
      be
      deemed to have been given at the earlier of the time when actually received
      as a
      consequence of any effective method of delivery, including but not limited
      to
      hand delivery, transmission by telecopier, or delivery by a professional courier
      service or the time when sent by certified or registered mail addressed to
      the
      party for whom intended at the address below or at such changed address as
      the
      party shall have specified by written notice, provided that any notice of change
      of address shall be effective only upon actual receipt.

    


    (a)          
      WARF Research Institute,
      Inc.

    Attn:  Director
      of
      Licensing

    614
      Walnut Street

    Madison,
Wisconsin 53726

    


    (b)          
      BioTime, Inc.

    6121
      Hollis Street

    Emeryville,
California 94608

    


    


    Section
      17.             Integration.

    


    This
      Agreement constitutes the full
      understanding between the parties with reference to the subject matter hereof,
      and no statements or agreements by or between the parties, whether orally or
      in
      writing, except as provided for elsewhere in this Section 17, made prior to
      or
      at the signing hereof, shall vary or modify the written terms of this
      Agreement.  Neither party shall claim any amendment, modification, or
      release from any provisions of this Agreement by mutual agreement,
      acknowledgment, or otherwise, unless such mutual agreement is in writing, signed
      by the other party, and specifically states that it is an amendment to this
      Agreement.


    
      
        
        

      

      
        Page
          8 of 29

        
          

        

      

      
        
        

      

    


    Section
      18.             Authority.

    


    The
      persons signing on behalf of WARF
      and Licensee hereby warrant and represent that they have authority to execute
      this Agreement on behalf of the party for whom they have signed.

    


    IN
      WITNESS WHEREOF, the parties hereto
      have duly executed this Agreement on the dates indicated below.

    


       WISCONSIN
      ALUMNI RESEARCH
      FOUNDATION

    


    


    
      	
              By:

            	
              s/Craig
                J. Christianson

            	 	
              Date:
                December 31, 2007

            
	 	
              Craig
                J. Christianson, Director of Licensing

            	 	 


    

    


    


       BIOTIME,
      INC.

    


    


    
      	
              By:

            	
              s/Michael
                D. West

            	 	
              Date:
                :December 14, 2007

            
	 	
               Chief
                Executive Officer

            	 	 
	 	
              (insert
                name) Michael West

            	 	 


    

    


    WARF
      Ref.:  Thomson – P96014US


    
      
        
        

      

      
        Page
          9 of 29

        
          

        

      

      
        
        

      

    


    APPENDIX
      A

    


    A.           
      “Affiliate” and “Affiliates” shall refer to and mean any entity controlled by or
      under common control of Licensee.  As used herein, “control” shall
      refer to and mean ownership of greater than fifty percent (>50%) or more of
      the outstanding voting equity of an entity.

     

    B.           
      “Change of Control Event” shall mean (i) the sale or disposition of all or
      substantially all the assets of the Company or its direct or indirect parent
      corporation; (ii) the
      reorganization, merger, consolidation, or similar transaction involving the
      Company or its direct or indirect parent corporation which results in the
      voting securities of such entity outstanding immediately prior to that
      transaction ceasing to represent at least 50% of the combined voting power
      of
      the surviving entity immediately after such transaction; (iii) the acquisition
      in one or more related transactions by any “person”, as that term is used in
      Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
      (the
“Exchange Act”), together with any of such person's “affiliates” or
“associates”, as such terms are used in the Exchange Act, of 40% or more of the
      outstanding shares of the voting capital stock of the Company or its direct
      or
      indirect parent corporation (excluding any employee benefit plan or related
      trust sponsored or maintained by that entity); or (iv) any event or series
      of
      related events in which the individuals who are the directors of the Company
      or
      its direct or indirect parent corporation as of the effective date of this
      Agreement (“Incumbent Directors”) cease for any reason to constitute at least
      fifty percent (50%) of the board of directors of that entity; provided, however,
      that if any
      new director is approved by a vote of at least fifty percent (50%) of the
      Incumbent Directors or by a nominating committee the majority of whom are
      Incumbent Directors, such new director shall be considered an Incumbent
      Director.

     

    C.           
      “Collaborator” shall mean a person or organization with which Licensee enters
      into a written agreement for a specific project or projects to be directed
      by
      Licensee involving research on and/or development of Products.

     

    D.           
      “Contract Service Provider” shall mean a third party person or organization with
      which Licensee enters into a written contract for the provision of specific
      services (e.g., testing, contract manufacturing, distribution, etc. to Licensee)
      in support of Licensee’s sale or distribution of Products.

     

    E.           
      “Derivative Materials” shall refer to and mean any compositions or materials
      derived from the use of the Licensed Materials, or produced by the use of the
      Licensed Materials, or which incorporate wholly or partially the Licensed
      Materials, including without limitation, fully or partially differentiated
      cells
      or cell lines derived from the Licensed Materials.

     

    F.           
      “Development Partner” shall mean a person or organization with which Licensee
      enters into a specific written collaborative agreement for research and
      development, manufacturing, marketing, or other activities necessary for the
      commercialization of Products.

     

    G.           
      “Development” and “Developments” shall mean Derivative Materials, and any
      inventions, discoveries or developments, patentable or not, that are conceived,
      reduced to practice, discovered, tested or developed through the use of the
      inventions of the Licensed Patents, Licensed Materials or Derivative Materials,
      and any compositions, products or other materials in which the Licensed
      Materials or Derivative Materials were used in any way in their discovery or
      testing.

     

    H.           
      “Development Report” shall mean the written report provided under Section 3
      describing each Development to be patented or commercialized by
      Licensee.

     

    I.           
       “Diagnostic Products” shall refer to and mean products or services that
      (i) are used in the diagnosis, prognosis, screening or detection of disease
      in
      humans, and (ii) which employ, or are in any way produced or manufactured by,
      or
      discovered, identified, developed or otherwise arise out of any research
      involving, the practice or use of the inventions of the Licensed Patents, or
      that would otherwise constitute infringement of any claims of the Licensed
      Patents.

     

    J.         
         “Internal Research” shall refer to and mean research conducted
      internally by Licensee at Licensee’s facilities.


    
      
        
        

      

      
        Page
          10 of 29

        
          

        

      

      
        
        

      

    


    K.           
      “Licensed Field” shall be limited to the field of Research Products, sold solely for an end user’s internal
      research purposes, and Related Products.

     

    L.           
      “Licensed Materials” means primate (including human) embryonic stem cells
      covered by the Licensed Patents and which meet the following
      conditions:

     

    (i)           
      For embryonic stem cells created prior to April 26, 2005, the embryonic stem
      cell must be either: (1) listed on the NIH Human Embryonic Stem Cell Registry
      at
      http://escr.nih.gov; or (2) derived from excess embryos created for the purpose
      of in vitro fertilization with appropriate consent of the donor couple and
      not
      for the purpose of creating embryonic stem cells; or (3) derived from embryos
      created specifically for research purposes either by in vitro fertilization
      or by somatic cell nuclear transfer, for which the following additional
      conditions apply:  (a) the embryo may not have been maintained in vitro for
      more than 14 days; (b) the gamete donor(s) and somatic cell donor (if any)
      made
      the donation without payment beyond reimbursement for reasonable expenses
      associated with donation; (c) in the case of egg donation, the donor was fully
      informed of the risks to herself; (d) the gamete donor(s) and somatic cell
      donor
      (if any) were fully informed of the purposes to which their donated
      materials would be put; (e) the research could not be done equally well
      using surplus IVF embryos originally created for reproductive purposes;
      (f) the research protocol, including gamete collection, somatic cell
      collection, embryo management and stem cell derivation is approved by an
      appropriate Institutional Review Board; and (g) protections are in place
      to prevent misappropriation of embryos created specifically for
      research.

    


    (ii)           
      For embryonic stem cells created from embryos created after April 26, 2005,
      the
      embryonic stem cells must be derived from embryos and under conditions in
      compliance with the “Guidelines for Human Embryonic Stem Cell Research”
established by the National Research Council Institute of Medicine of the
      National Academies (the “NAS Guidelines”).

    


    (iii)         
      For embryonic stem cells created after April 26, 2005 from embryos generated
      prior to April 26, 2005, and which do not meet the NAS Guidelines, the embryonic
      stem cells must meet one of the conditions set forth in paragraph (i) above
      and
      be created using protocols substantially in compliance with the requirements
      of
      the NAS Guidelines.

    


    M.           
      “Licensed Patents” shall refer to and mean those patents and patent applications
      listed on Appendix B attached hereto, all foreign equivalents and any subsequent
      patent application owned by or licensed to WARF, but only to the extent it
      claims priority to and is an invention claimed in a patent application or patent
      listed on Appendix B.

     

    N.           
      “Non-Commercial Research Purposes” shall mean the use for internal academic
      research purposes or other internal not-for-profit or scholarly purposes not
      involving the use of the technology: (1) to perform services for a fee; or
      (2)
      for the production or manufacture of products for sale to third parties; or
      (3)
      to conduct research wherein the sponsor receives a right, whether actual or
      contingent, to use the results of the research for purposes other than
      non-commercial research purposes.

     

    O.           
      “Option Field” shall be limited to the field of Therapeutic Products excluding
      Therapeutic Products that use neural cells, cardiomyocytes, or pancreatic islet
      cells, or their precursors, developed from and/or incorporating the Licensed
      Materials or derivatives of the Licensed Materials.

     

    P.           
      “Option Territory” shall be worldwide.

     

    Q.           
      “Products” shall refer to and mean any Research Products and Related
      Products.

     

    R.           
      “Related Products” shall refer to
      and mean products that are
      discovered or developed by Licensee through its internal research, using the Licensed Patents,
      Licensed Materials, Derivative
      Materials and/or Wisconsin Materials.  Related Products
      specifically excludes Research Products, Diagnostic Products,
      Therapeutic Products,
      Wisconsin Materials and Licensed Materials.  


    
      
        
        

      

      
        Page
          11 of 29

        
          

        

      

      
        
        

      

    


    S.           
      “Research Products” shall refer to and mean products or services that are (i)
      used as research tools, including in drug discovery and development, and (ii)
      which employ, or are in any way produced or manufactured by, or discovered,
      identified, developed or otherwise arise out of any research involving, the
      practice or use of the inventions of the Licensed Patents, or that would
      otherwise constitute infringement of any claims of the Licensed
      Patents.  For clarity,
      Research Products may consist of or incorporate Licensed Materials and/or
      Wisconsin
      Materials.

     

    T.           
      “Net Selling Price” shall
      mean the invoice price to the end user of Products (regardless of uncollectible
      accounts) less any shipping costs, allowances because of returned Products,
      or
      sales taxes.  The “Net Selling Price” for a Product that is
      transferred to a third party for promotional purposes without charge or at
      a
      discount shall be the average invoice price to the end user of that type of
      Product during the applicable calendar quarter.  Non-monetary
      consideration may not be accepted
      by
      Licensee for any Product without the prior written consent of WARF, such consent
      not to be unreasonably withheld if the parties agree on the value of such
      consideration.

     

    U.           
      “Therapeutic Products” shall refer to and mean products or services that (i) are
      used in the treatment of disease in humans, and (ii) which employ, or are in
      any
      way produced or manufactured by, or discovered, identified, developed or
      otherwise arise out of any research involving, the practice or use of the
      inventions of the Licensed Patents, or that would otherwise constitute
      infringement of any claims of the Licensed Patents.


    
      
        
        

      

      
        Page
          12 of 29

        
          

        

      

      
        
        

      

    


    
      APPENDIX
        B

    

    
       

      LICENSED
        PATENTS

    

     

     

    
      	
              
                REFERENCE
                  NUMBER

              

            	
              
                COUNTRY

              

            	
              
                PATENT
                  NUMBER

              

            	
              
                ISSUE
                  DATE

              

            	
              
                APPLICATION
                  SERIAL
                  NUMBER

              

            


    

    
       

       

      PRIMATE
        EMBRYONIC STEM CELLS
        (THOMSON James A)


    

     

     

    
      	
              
                P02115US

              

            	
              
                UNITED
                  STATES

              

            	
              
                7029913

              

            	
              
                4/18/06

              

            	
              
                09/982637

              

            
	
              
                P05205US

              

            	
              
                UNITED
                  STATES

              

            	 	
               

            	
              
                11/033335

              

            
	
              
                P05206US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/036245

              

            
	
              
                P06228EP

              

            	
              
                EUROPE

              

            	 	 	
              
                05024871.5

              

            
	
              
                P96014US

              

            	
              
                UNITED
                  STATES

              

            	
              
                5843780

              

            	
              
                12/1/98

              

            	
              
                08/591246

              

            
	
              
                P98222US

              

            	
              
                UNITED
                  STATES

              

            	
              
                6200806

              

            	
              
                3/13/01

              

            	
              
                09/106390

              

            


    

    
       

       

      SERUM
        FREE CULTIVATION OF
        PRIMATE EMBRYONIC STEM CELLS (THOMSON James A, AMIT
        Michal)

    

     

     

    
      	
              
                P03122US

              

            	
              
                UNITED
                  STATES

              

            	
              
                7217569

              

            	
              
                5/15/07

              

            	
              
                10/430497

              

            
	
              
                P06075US

              

            	
              
                UNITED
                  STATES

              

            	
               

            	 	
              
                11/257704

              

            
	
              
                P07322AU

              

            	
              
                AUSTRALIA

              

            	
               

            	
               

            	
              
                2007200575

              

            
	
              
                P99275US

              

            	
              
                UNITED
                  STATES

              

            	
              
                7005252

              

            	
              
                2/28/06

              

            	
              
                09/522030

              

            
	
              
                P99275AU

              

            	
              
                AUSTRALIA

              

            	
              
                2001241973

              

            	
              
                2/22/07

              

            	
              
                2001241973

              

            
	
              
                P99275BR

              

            	
              
                BRAZIL

              

            	 	 	
              
                PI0108507-7

              

            
	
              
                P99275CA

              

            	
              
                CANADA

              

            	 	 	
              
                2402299

              

            
	
              
                P99275CN

              

            	
              
                CHINA

              

            	 	 	
              
                01806235.0

              

            
	
              
                P99275EP

              

            	
              
                EUROPE

              

            	
               

            	 	
              
                01913296.8

              

            


    

    

      
        
          
          

        

        
          Page
            13 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      	
              
                P99275HK

              

            	
              
                HONG
                  KONG

              

            	 	 	
              
                03106031.5

              

            
	
              
                P99275IL

              

            	
              
                ISRAEL

              

            	 	 	
              
                151270

              

            
	
              
                P99275IN

              

            	
              
                INDIA

              

            	
              
                198604

              

            	
              
                3/10/06

              

            	
              
                2002/01134

              

            
	
              
                P99275IS

              

            	
              
                ICELAND

              

            	 	
               

            	
              
                6515/2002

              

            
	
              
                P99275JP

              

            	
              
                JAPAN

              

            	 	 	
              
                2001-565854

              

            
	
              
                P99275KR

              

            	
              
                KOREA

              

            	 	 	
              
                2002-7011681

              

            
	
              
                P99275MX

              

            	
              
                MEXICO

              

            	 	 	
              
                2002/008698

              

            
	
              
                P99275NO

              

            	
              
                NORWAY

              

            	 	 	
              
                20024200

              

            
	
              
                P99275NZ

              

            	
              
                NEW
                  ZEALAND

              

            	
              
                520701

              

            	
              
                7/4/04

              

            	
              
                520701

              

            
	
              
                P99275SG

              

            	
              
                SINGAPORE

              

            	
              
                9095

              

            	
              
                7/29/05

              

            	
              
                200204677-9

              

            
	
              
                P99275WO

              

            	
              
                W.I.P.O.

              

            	 	
               

            	 


    

    
      


       

      ENDOTHELIAL
        CELLS DERIVED
        FROM PRIMATE EMBRYONIC STEM CELLS (KAUFMAN
        Dan S, LEWIS
        Rachel, AUERBACH Robert)

    

    


     

    
      	
              
                P02004US

              

            	
              
                UNITED
                  STATES

              

            	
              
                7176023

              

            	
              
                2/13/07

              

            	
              
                10/287334

              

            
	
              
                P02004AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2002356896

              

            
	
              
                P02004CA

              

            	
              
                CANADA

              

            	 	 	
              
                2465173

              

            
	
              
                P02004CN

              

            	
              
                CHINA

              

            	 	 	
              
                02821970.8

              

            
	
              
                P02004EP

              

            	
              
                EUROPE

              

            	 	 	
              
                02802833.0

              

            
	
              
                P02004HK

              

            	
              
                HONG
                  KONG

              

            	 	 	
              
                04106593.4

              

            
	
              
                P02004IL

              

            	
              
                ISRAEL

              

            	 	 	
              
                161461

              

            
	
              
                P02004IN

              

            	
              
                INDIA

              

            	 	 	
              
                KOLNP/2004

              

            
	
              
                P02004IS

              

            	
              
                ICELAND

              

            	 	 	
              
                7242/2004

              

            
	
              
                P02004JP

              

            	
              
                JAPAN

              

            	 	 	
              
                2003-542566

              

            
	
              
                P02004KR

              

            	
              
                KOREA

              

            	 	 	
              
                2004-7006549

              

            
	
              
                P02004LU

              

            	
              
                LUXEMBOURG

              

            	 	 	
               

            
	
              
                P02004MX

              

            	
              
                MEXICO

              

            	 	 	
              
                2004/004067

              

            


    

    

      
        
          
          

        

        
          Page
            14 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      	
              
                P02004NZ

              

            	
              
                NEW
                  ZEALAND

              

            	 	 	
              
                532170

              

            
	
              
                P02004SE

              

            	
              
                SWEDEN

              

            	
              
                529427

              

            	
              
                8/7/07

              

            	
              
                0401132-6

              

            
	
              
                P02004SG

              

            	
              
                SINGAPORE

              

            	
              
                104580

              

            	
              
                6/30/06

              

            	
              
                200402813-0

              

            
	
              
                P02004WO

              

            	
              
                W.I.P.O.

              

            	 	 	 


    

    
      


       

      HEMATOPOIETIC
        DIFFERENTIATION OF HUMAN EMBRYONIC STEM CELLS (KAUFMAN
        Dan S, THOMSON
        James A)

    

    


     

    
      	
              
                P00032US

              

            	
              
                UNITED
                  STATES

              

            	
              
                6280718

              

            	
              
                8/28/01

              

            	
              
                09/435578

              

            
	
              
                P00032AU

              

            	
              
                AUSTRALIA

              

            	
              
                784928

              

            	
              
                11/9/06

              

            	
              
                784928

              

            
	
              
                P00032BR

              

            	
              
                BRAZIL

              

            	 	 	
              
                PI0015374.5

              

            
	
              
                P00032CA

              

            	
              
                CANADA

              

            	
              
                2390281

              

            	
              
                10/25/05

              

            	
              
                2390281

              

            
	
              
                P00032CN

              

            	
              
                CHINA

              

            	
              
                00815326.4

              

            	
              
                11/23/05

              

            	
              
                00815326.4

              

            
	
              
                P00032EP

              

            	
              
                EUROPE

              

            	 	 	
              
                00957842.8

              

            
	
              
                P00032IL

              

            	
              
                ISRAEL

              

            	 	 	
              
                149387

              

            
	
              
                P00032IN

              

            	
              
                INDIA

              

            	 	 	
              
                2002/00548

              

            
	
              
                P00032IS

              

            	
              
                ICELAND

              

            	 	 	
              
                2002/00548

              

            
	
              
                P00032JP

              

            	
              
                JAPAN

              

            	 	 	
              
                2001-537473

              

            
	
              
                P00032KR

              

            	
              
                KOREA

              

            	
               

            	 	
              
                2002-7005890

              

            
	
              
                P00032LU

              

            	
              
                LUXEMBOURG

              

            	
              
                90918

              

            	
              
                7/9/02

              

            	
              
                90918

              

            
	
              
                P00032MX

              

            	
              
                MEXICO

              

            	 	 	
              
                2002/004551

              

            
	
              
                P00032NO

              

            	
              
                NORWAY

              

            	 	 	
              
                20022180

              

            
	
              
                P00032NZ

              

            	
              
                NEW
                  ZEALAND

              

            	
              
                518683

              

            	
              
                5/10/04

              

            	
              
                518683

              

            
	
              
                P00032SE

              

            	
              
                SWEDEN

              

            	
              
                526490

              

            	
              
                9/27/05

              

            	
              
                0201328-2

              

            
	
              
                P00032SG

              

            	
              
                SINGAPORE

              

            	
              
                89161[WO
                  01/34]

              

            	
              
                1/31/05

              

            	
              
                200203064-1

              

            
	
              
                P00032WO

              

            	
              
                W.I.P.O.

              

            	
               

            	
               

            	 
	
              
                P02058US

              

            	
              
                UNITED
                  STATES

              

            	
              
                6613568

              

            	
              
                9/2/03

              

            	
              
                09/940175

              

            


    

    

      
        
          
          

        

        
          Page
            15 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      	
              
                P07426KR

              

            	
              
                KOREA

              

            	 	 	
              
                2007-7008013

              

            


    

    
      


       

      METHOD
        OF FORMING
        MESENCHYMAL STEM CELLS FROM EMBRYONIC STEM CELLS (PIKE
        J Wesley, SHEVDE
        Nirupama K)

    

    


     

    
      	
              
                P04247US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/123794

              

            
	
              
                P04247AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2005243158

              

            
	
              
                P04247CA

              

            	
              
                CANADA

              

            	 	 	
              
                2563872

              

            
	
              
                P04247EP

              

            	
              
                EUROPE

              

            	 	 	
              
                05748314.1

              

            
	
              
                P04247GB

              

            	
              
                GREAT
                  BRITAIN

              

            	 	 	
              
                0621960.4

              

            
	
              
                P04247IL

              

            	
              
                ISRAEL

              

            	 	 	
              
                178662

              

            
	
              
                P04247JP

              

            	
              
                JAPAN

              

            	 	 	
              
                2007-511701

              

            
	
              
                P04247KR

              

            	
              
                KOREA

              

            	 	 	
              
                2006-7924376

              

            
	
              
                P04247SG

              

            	
              
                SINGAPORE

              

            	 	 	 
	
              
                P04247W0

              

            	
              
                W.I.P.O.

              

            	 	 	 


    

    
      


       

      METHOD
        OF FORMING
        MESENCHYMAL STEM CELLS FROM EMBRYONIC STEM CELLS (TIKE
        J Wesley, SHEVDE
        Nirupama K)

    

    


     

    
      	
              
                P03410US

              

            	
              
                UNITED
                  STATES

              

            	
              
                7220584

              

            	
              
                5/22/07

              

            	
              
                10/632399

              

            


    

    
      


       

      METHOD
        OF MAKING EMBRYOID
        BODIES FROM PRIMATE EMBRYONIC STEM CELLS (THOMSON James A, MARSHALL Vivienne
        S,
        SWIERGIEL Jennifer J)

    

    


     

    
      	
              
                P07100AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2006203588

              

            
	
              
                P99276US

              

            	
              
                UNITED
                  STATES

              

            	
              
                6602711

              

            	
              
                8/5/03

              

            	
              
                09/5100444

              

            
	
              
                P99276AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2001238491

              

            
	
              
                P99276BR

              

            	
              
                BRAZIL

              

            	 	 	
              
                PI0108436.4

              

            
	
              
                P99276CA

              

            	
              
                CANADA

              

            	
              
                2400158

              

            	
              
                4/4/06

              

            	
              
                2400158

              

            


    

    

      
        
          
          

        

        
          Page
            16 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      	
              
                P99276CN

              

            	
              
                CHINA

              

            	 	 	
              
                61805291.6

              

            
	
              
                P99276EP

              

            	
              
                EUROPE

              

            	 	 	
              
                01910936.2

              

            
	
              
                P99276HK

              

            	
              
                HONG
                  KONG

              

            	 	 	
              
                03105106.3

              

            
	
              
                P99276IL

              

            	
              
                ISRAEL

              

            	 	 	
              
                151270

              

            
	
              
                P99276IN

              

            	
              
                INDIA

              

            	 	 	
              
                2002/01133

              

            
	
              
                P99276IS

              

            	
              
                ICELAND

              

            	 	 	
              
                6514/2002

              

            
	
              
                P99276JP

              

            	
              
                JAPAN

              

            	 	 	
              
                2001-562673

              

            
	
              
                P99276KR

              

            	
              
                KOREA

              

            	 	 	
              
                2002-7010830

              

            
	
              
                P99276MX

              

            	
              
                MEXICO

              

            	 	 	
              
                2002/008054

              

            
	
              
                P99276NO

              

            	
              
                NORWAY

              

            	 	 	
              
                20023949

              

            
	
              
                P99276NZ

              

            	
              
                NEW
                  ZEALAND

              

            	
              
                520700

              

            	
              
                8/12/04

              

            	
              
                520700

              

            
	
              
                P99276SG

              

            	
              
                SINGAPORE

              

            	
              
                90904

              

            	
              
                11/30/04

              

            	
              
                200204676-1

              

            


    

    
      


       

      METHODS
        OF MAKING
        DIFFERENTIATED CELLS FROM PRIMATE EMBRYONIC STEM CELLS (THOMSON
        James
        A)

    

    


     

    
      	
              
                P02348US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                10/430496

              

            


    

    
      


       

      DIFFERENTIATION
        OF STEM
        CELLS TO ENDODERM AND PANCREATIC LINEAGE ODORICO
        Jon, KAHAN Brenda W,
        TREFF Nathan R)

    

    


     

    
      	
              
                P04361US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/094902

              

            
	
              
                P04361WO

              

            	
              
                W.I.P.O.

              

            	 	 	 
	
              
                P06310US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/799659

              

            
	
              
                P06310WO

              

            	
              
                W.I.P.O

              

            	 	 	 


    

    

      
        
          
          

        

        
          Page
            17 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      CRYOPRESERVATION
        OF
        PLURIPOTENT STEM CELLS (PALECEK Sean P, DEPABLO Juan J,
        JI Lin , THOMSON
        James A)

    

    


     

    
      	
              
                P03369US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                10/993468

              

            


    

    
      


       

      CULTIVATION
        OF PRIMATE
        EMBRYONIC STEM CELLS (THOMSON James A, LEVENSTEIN
        Mark
        E)

    

    


     

    
      	
              
                W05007US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/078737

              

            
	
              
                W05007AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2005282510

              

            
	
              
                W05007CA

              

            	
              
                CANADA

              

            	 	 	 
	
              
                W05007CN

              

            	
              
                CHINA

              

            	 	 	 
	
              
                W05007EP

              

            	
              
                EUROPE

              

            	 	 	
              
                05801117.2

              

            
	
              
                W05007GB

              

            	
              
                GREAT
                  BRITAIN

              

            	 	 	
              
                0707395.0

              

            
	
              
                W05007IL

              

            	
              
                ISRAEL

              

            	 	 	
              
                182143

              

            
	
              
                W05007JP

              

            	
              
                JAPAN

              

            	 	 	
              
                2007-534698

              

            
	
              
                W05007KR

              

            	
              
                KOREA

              

            	 	 	
              
                2007-7009550

              

            
	
              
                W05007SG

              

            	
              
                SINGAPORE

              

            	 	 	
              
                2007702311-2

              

            
	
              
                W05007WO

              

            	
              
                W.I.P.O.

              

            	 	 	 


    

    
      


       

      DEFINED
        SURFACES OF
        SELF-ASSEMBLED MONOLAYERS AND STEM CELLS (KIESSLING Laura L, THOMSON James
        A,
        DERDA Ratmir, ORNER Brendan P)

    

    


     

    
      	
              
                P05364US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/504573

              

            


    

    
      


       

      FEEDER
        INDEPENDENT EXTENDED
        CULTURE OF EMBRYONIC STEM CELLS (THOMSON
        James A, XU
        Ren-He)

    

    


     

    
      	
              
                W04001US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/134564

              

            
	
              
                W04001AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2005245965

              

            
	
              
                W04001CA

              

            	
              
                CANADA

              

            	 	 	
              
                2566177

              

            


    

    

      
        
          
          

        

        
          Page
            18 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      	
              
                W04001CN

              

            	
              
                CHINA

              

            	 	 	
              
                580016446.2

              

            
	
              
                W04001EP

              

            	
              
                EUROPE

              

            	 	 	
              
                05754462.9

              

            
	
              
                W04001GB

              

            	
              
                GREAT
                  BRITAIN

              

            	 	 	
              
                0623883.6

              

            
	
              
                W04001IL

              

            	
              
                ISRAEL

              

            	 	 	
              
                179022

              

            
	
              
                W04001IN

              

            	
              
                INDIA

              

            	 	 	
              
                KOLNP/2006

              

            
	
              
                W04001IS

              

            	
              
                ICELAND

              

            	 	 	
              
                8570/2006

              

            
	
              
                W04001JP

              

            	
              
                JAPAN

              

            	 	 	
              
                2007-527574

              

            
	
              
                W04001KR

              

            	
              
                KOREA

              

            	 	 	
              
                2006-7026488

              

            
	
              
                W04001NZ

              

            	
              
                NEW
                  ZEALAND

              

            	 	 	
              
                5511176

              

            
	
              
                W04001SE

              

            	
              
                SWEDEN

              

            	 	 	 
	
              
                W04001SG

              

            	
              
                SINGAPORE

              

            	 	 	
              
                200608063-4

              

            
	
              
                W04001WO

              

            	
              
                W.I.P.O.

              

            	 	 	 


    

    
       

      
METHOD
        OF
        REDUCING CELL
        DIFFERENTIATION
        (PALECEK Sean P,
        DEPABLO
Juan
        J,
        JI
Lin)

    

    
       

       

    

    
      	
              
                P03370US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                10/717677

              

            


    

    
       

       

    

    
      PHYSIOCHEMICAL
        CULTURE CONDITIONS FOR EMBRYONIC STEM
        CELLS
        (THOMSON James A, LUDWIG Tenneille
        E)

    

    
       

       

    

    
      	
              
                P03274US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                10/811423

              

            


    

    
       

       

    

    
      DIRECTED
        GENETIC MODIFICATIONS OF HUMAN STEM
        CELLS
        (ZWAKA
Thomas P,
        THOMSON James
        A)

    

    
       

       

    

    
      	
              
                P02339US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                10/744122

              

            
	
              
                P02339AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2004211654

              

            
	
              
                P02339CA

              

            	
              
                CANADA

              

            	 	 	
              
                2515108

              

            


    

    

      
        
          
          

        

        
          Page
            19 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      	
              
                P02339EP

              

            	
              
                EUROPE

              

            	 	 	
              
                04709064.2

              

            
	
              
                P02339GB

              

            	
              
                GREAT
                  BRITAIN

              

            	
              
                2414480

              

            	
              
                6/27/07

              

            	
              
                0517919.7

              

            
	
              
                P02339IL

              

            	
              
                ISRAEL

              

            	 	 	 
	
              
                P02339KR

              

            	
              
                KOREA

              

            	 	 	
              
                2005-7014427

              

            
	
              
                P02339SG

              

            	
              
                SINGAPORE

              

            	 	 	
              
                2005504747-7

              

            
	
              
                P02339WO

              

            	
              
                W.I.P.0

              

            	 	 	 
	
              
                P07134GB

              

            	
              
                GREAT
                  BRITAIN

              

            	 	 	 


    

    
       

       

    

    
      DIRECTED
        GENETIC MODIFICATIONS OF HUMAN STEM 
        CELLS
        (ZWAKA
Thomas P,
        THOMSON James
        A

    

    
       

       

    

    
      	
              
                P02339US

              

            	
              
                UNITED
                  STATES

              

            	 	
               

            	
              
                10/744122

              

            
	
              
                P02339AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2004211654

              

            
	
              
                P02339CA

              

            	
              
                CANADA

              

            	 	 	
              
                2515108

              

            
	
              
                P02339EP

              

            	
              
                EUROPE

              

            	 	 	
              
                04709064.2

              

            
	
              
                P02339GB

              

            	
              
                GREAT
                  BRITAIN

              

            	
              
                2414480

              

            	
              
                6/27/07

              

            	
              
                0517919.7

              

            
	
              
                P02339IL

              

            	
              
                ISRAEL

              

            	 	 	 
	
              
                P02339KR

              

            	
              
                KOREA

              

            	 	 	
              
                2005-7014427

              

            
	
              
                P02339SG

              

            	
              
                SINGAPORE

              

            	 	 	
              
                2005504747-7

              

            
	
              
                P02339WO

              

            	
              
                W.I.P.0

              

            	 	 	 
	
              
                P07134GB

              

            	
              
                GREAT
                  BRITAIN

              

            	 	 	 


    

    
       

       

    

    
      METHOD
        FOR
        GENERATING PRIMATE TROPHOBLASTS (XU Ren-He,
        THOMSON James
        Ae)

    

    
       

       

    

    
      	
              
                W03002US

              

            	
              
                UNITED
                  STATES

              

            	
              
                7148062

              

            	
              
                12/12/06

              

            	
              
                10/389484

              

            
	
              
                W03002AU

              

            	
              
                AUSTRALIA

              

            	 	 	
              
                2003225835

              

            
	
              
                W03002CA

              

            	
              
                CANADA

              

            	 	 	
              
                2478987

              

            
	
              
                W03002CN

              

            	
              
                CHINA

              

            	 	 	
              
                03805960.6

              

            


    

    

      
        
          
          

        

        
          Page
            20 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      	
              
                W03002EP

              

            	
              
                EUROPE

              

            	
               

            	 	
              
                03744695.2

              

            
	
              
                W03002HK

              

            	
              
                HONG
                  KONG

              

            	 	 	
              
                05100288.6

              

            
	
              
                W03002IL

              

            	
              
                ISRAEL

              

            	 	 	
              
                163948

              

            
	
              
                W03002IN

              

            	
              
                INDIA

              

            	 	 	
              
                KOLNP/2004

              

            
	
              
                W03002IS

              

            	
              
                ICELAND

              

            	 	 	
              
                7446/2004

              

            
	
              
                W03002JP

              

            	
              
                JAPAN

              

            	 	 	
              
                2003-576593

              

            
	
              
                W03002KR

              

            	
              
                KOREA

              

            	 	 	
              
                2004-7014409

              

            
	
              
                W03002LU

              

            	
              
                LUXEMBOURG

              

            	 	 	 
	
              
                W03002MX

              

            	
              
                MEXICO

              

            	 	 	
              
                2004-008824

              

            
	
              
                W03002NZ

              

            	
              
                NEW
                  ZEALAND

              

            	 	 	
              
                535243

              

            
	
              
                W03002SE

              

            	
              
                SWEDEN

              

            	 	 	 
	
              
                W03002SG

              

            	
              
                SINGAPORE

              

            	
              
                109048

              

            	
              
                1/31/07

              

            	
              
                200406131-3

              

            
	
              
                W03002WO

              

            	
              
                W.I.P.O

              

            	 	 	
               

            
	
              
                W07001US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/582773

              

            


    

    
       

       

      METHOD
        OF
        IDENTIFYING GENES
        CONTROLLING
        DIFFERENTIATION (THOMSON
        James A)

    

    
       

       

    

    
      
        	
                P00092US

              	
                
                  UNITED
                    STATES

                

              	 	 	
                10/389120

              


      

 

    
      METHOD
        OF FORMING DENDRITIC CELLS FROM EMBRYONIC STEM
        CELLS
        (SLUKVIN Igor I, THOMSON James A, VODYANYK Maksym A, GUMENYUK
        Maryna
        E)

    

    
       

       

    

    
      	
              
                P04434US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/443608

              

            
	
              
                P04434WO

              

            	
              
                W.I.P.O.

              

            	 	 	 


    

    
       

       

    

    
      METHOD
        OF IN VITRO DIFFERENTIATION OF TRANSPLANTABLE NEURAL PRECURSOR CELLS FROM
        PRIMATE EMBRYONIC STEM
        CELLS
        (ZHANG Su-Chun, THOMSON James A,
        DUNCAN Ian E)

    

    
       

       

    

    
      	
              
                P01258US

              

            	
              
                UNITED
                  STATES

              

            	
              
                6887706

              

            	
              
                5/3/05

              

            	
              
                09/970382

              

            


    

    

      
        
          
          

        

        
          Page
            21 of 29

          
            

          

        

        
          
          

        

      

    

     

    
      METHOD
        OF IN
        VITRO DIFFERENTIATION OF NEURAL STEMCELLS,
        MOTOR
        NEURONS AND
        DOPAMINE
        NEURONS FROM PRIMATE EMBRYONIC STEM
        CELLS
        (ZHANG
        Su-Chun, THOMSON James A, DUNCAN Ian D, LI Xue-jun)

    

    
       

       

    

    
      	
              
                P04277US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                10/928805

              

            
	
              
                P04277WO

              

            	
              
                W.I.P.O.

              

            	 	 	 
	
              
                P07050US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/594455

              

            
	
              
                P07445US

              

            	
              
                UNITED
                  STATES

              

            	 	 	
              
                11/932582

              

            


    

    
       

       

    

    
      DIFFERENTIATION
        OF PLURIPOTENT EMBRYONIC STEMCELLS
        (ZWAKA
Thomas
        P,
        THOMSON James
        A)

    

    
       

       

    

    
      
        	
                
                  P01258US

                

              	
                
                  UNITED
                    STATES

                

              	 	 	
                
                  11/395657

                

              


      


      
        
          
          

        

        
          Page
            22 of 29

          
            

          

        

        
          
          

        

      

    

     

    APPENDIX
      C

    


    WARF
      ROYALTY
      REPORT


     

    
      
        	
                Licensee: 

              	 	
                 

              	 	
                Agreement No: 
                  

              	
                 

              
	
                Inventor: 
                  

              	 	
                 

              	 	
                WARF
                  Ref. #: 

              	
                P 

              
	
                Period Covered: 
                  

              	 	
                From: 

              	
                 

              	
                / 

              	
                  

              	
                / 

              	
                  

              	 	
                Through: 

              	
                  

              	
                / 

              	
                  

              	
                / 

              	
                  

              
	
                Prepared
                  By: 

              	 	
                  

              	 	
                Date: 

              	
                  

              
	
                Approved
                  By:  

              	
                 

              	
                  

              	 	
                Date: 

              	
                  

              


      

    

    If
      license covers several major Service lines, please prepare a separate report
      for
      each line, and combine all Service lines into a summary report.

     

    
      
        
          	
                  Report
                    Type:

                	
                  q  Single
                    Service Line Report:

                	
                   

                  
                  

                
	 	
                  q  Multiproduct
                    Summary Report:  Page 1 of ______ Pages

                  
                  

                
	 	
                  q  Service
                    Line
                    Detail.  Line:

                	
                   

                  
                  

                	
                  Tradename:

                  
                  

                	
                   

                	
                  Page:

                	
                   

                
	
                  Report Currency:

                  
                  

                	
                  q  U.
                    S.
                    Dollars      q  Other

                  
                  

                	
                   

                  
                  

                


        

      

    

    


    
      	 	
              Gross

            	
              *
                Less:

            	
              Net

            	
              Royalty

            	
              Period
                Royalty Amount

            
	
              Country

            	
              Sales

            	
              Allowances

            	
              Sales

            	
              Rate

            	
              This
                Year

            	
              Last
                Year

            
	
              
              

              U.S.A.

            	 	 	 	 	 	 
	
              
              

              Canada

            	 	 	 	 	 	 
	
              
              

              Europe:

            	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              
              

              Japan

            	 	 	 	 	 	 
	
              
              

              Other:

            	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	
              
              

              TOTAL:

            	 	 	 	 	 	 


    

    


    Total
      Royalty: _______________  Conversion Rate: _______________Royalty in
      U.S. Dollars:   $                      


     

    The
      following royalty forecast is non-binding and for WARF’s internal planning
      purposes only:

     

    Royalty
      Forecast Under This Agreement:  Next Quarter:__________  
Q2:__________   Q3:__________   Q4:__________

     

    
      


      
        	
                *
                  On a separate page, please indicate the reasons for returns or
                  other
                  adjustments if significant.

                
                  Also
                    note any unusual occurrences that affected royalty amounts during
                    this
                    period.

                  To
                    assist WARF’s forecasting, please comment on any significant expected
                    trends in sales volume.

                

              


      

      

        
          
            
            

          

          
            Page
              23 of 29

            
              

            

          

          
            
            

          

        



    

    APPENDIX
      D

    


    DEVELOPMENT
      REPORT

    


    
      	
              A.

            	
              Date
                development plan initiated
                and time period covered by this
                report.

            


    

    


    B.           
      Development Report (4-8
      paragraphs).

    


    
      1.     Activities
        completed since last report
        including the object and parameters of the development, when initiated, when
        completed and the results.

    

    


    
      2.     Activities
        currently under
        investigation, i.e., ongoing activities including object and parameters of
        such
        activities, when initiated, and projected date of
        completion.

    

    


    
      	
              C.

            	
              Future
                Development Activities (4-8
                paragraphs).

            


    

    


    
      1.     Activities
        to be undertaken before next
        report including, but not limited to, the type and object of any studies
        conducted and their projected starting and completion
        dates.

    

    


    
      2.     Estimated
        total development time
        remaining before a Service will be commercialized.

    

    


    
      	
              D.

            	
              Changes
                to initial development
                plan (2-4 paragraphs).

            


    

    


    
      1.     Reasons
        for
        change.

    

    


    
      2.     Variables
        that may
        cause additional changes.

    

    


    
      	
              E.

            	
              Items
                to be provided if
                applicable:

            


    

    


    
      1.     Information
        relating to Service that has
        become publicly available, e.g., published articles, competing Services,
        patents, etc.

    

    


    
      2.     Development
        work being performed by
        third parties other than Licensee to include name of third party, reasons
        for
        use of third party, planned future uses of third parties including reasons
        why
        and type of work.

    

    


    
      3.     Update
        of competitive information trends
        in industry, government compliance (if applicable) and market
        plan.

    

    


    PLEASE
      SEND DEVELOPMENT REPORTS
      TO:

    


    WARF
      Research Institute,
      Inc.

    Attn.:  Contract
      Coordinator

    614
      Walnut Street

    P.O.
      Box 7365

    Madison,
WI  53707-7365


    
      
        
        

      

      
        Page
          24 of 29

        
          

        

      

      
        
        

      

    


    APPENDIX
      E

    


    DEVELOPMENT
      PLAN

    


    (To
      be provided by Licensee prior to
      execution)

    


    


    BioTime,
      Inc. will be developing products using WARF technology for the research products
      market (i.e. products such as cell lines, materials such as cell culture media,
      monoclonal antibodies, and online databases that provide researchers information
      on molecular markers of embryonic progenitor cells that are derived from hES
      cells. BioTime’s initial development plan is summarized below:

    


    


    I.      
             Product Categories

    


    
      A.    Launch
        of an online database named
“Embryome.com” that displays murine and human cellular ontology and molecular
        markers associated with said cell types and facilitates the marketing of
        hES
        cell-derived products such as cell lines, media, antibodies, and growth and
        differentiation factors.

    

    


    
      	 	
              Estimated

            
	 	
              Start
                Date

            	 	
              Finish
                Date

            
	 	 	 	 
	
              1.
                Launch Phase I of Embryome.com (murine)

            	 	 	
              January
                2008

            
	 	 	 	 
	
              2.
                Launch Phase II of Embryome.com (human)

            	 	 	
              June
                2008

            


    

     

    
 

    
      B.    Launch
        growth and differentiation
        factors that are free of pathogens and are useful in the propagation and
        differentiation of hES cells and hES-derived cells.

    

    


    
      	 	
              Estimated

            
	 	
              Start
                Date

            	 	
              Finish
                Date

            
	 	 	 	 
	
              1.
                Launch EScalate TM  factors

            	
              March
                2008 -

            	 	
              December
                2009

            


    

     

     

    
      C.    Launch
        ESpyTMcell
        lines (murine and human embryonic
        progenitors with fluorescent or luminescent markers) useful in basic research,
        drug discovery, and toxicology.

    

    


    
      	 	
              Estimated

            
	 	
              Start
                Date

            	 	
              Finish
                Date

            
	 	 	 	 
	
              1.
                Launch murine ESpyTM
                cell lines

            	
              August
                2008 -

            	 	
              March
                2009

            
	 	 	 	 
	
              2.
                Launch human ESpyTM
                cell lines

            	
              October
                2008 -

            	 	
              June
                2009

            


    

     

     

    
      D.    Launch
        monoclonal antibodies useful in
        the identification and purification of hES-derived embryonic progenitor cell
        types.

    


    
      
        
        

      

      
        Page
          25 of 29

        
          

        

      

      
        
        

      

    

    


    
      	 	
              Estimated

            
	 	
              Start
                Date

            	 	
              Finish
                Date

            
	 	 	 	 
	
              1.
                Launch monoclonal antibodies

            	
              April
                2009 -

            	 	
              December
                2010

            


    

    


    


    II.           
      Governmental Approval

    


    A.           
      No known governmental approval required.

    


    


    III.           
      The proposed marketing approach will be to market the products through an online
      database designated “Embryome.com”.

    


    


    IV.           
      Competitors include such companies as Invitrogen, Chemicon, and
      Millipore.


    
      
        
        

      

      
        Page
          26 of 29

        
          

        

      

      
        
        

      

    


    WARF Agreement
      No.
      08-0155

    


    WISCONSIN
      MATERIALS ADDENDUM

    


    This
      Addendum is made effective the 10th day of December, 2007, by and between
      Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonprofit
      Wisconsin corporation, and BioTime, Inc.. (hereinafter called “Licensee”), a
      corporation organized and existing under the laws of Wisconsin.

    


    WHEREAS,
      WARF and Licensee
      have entered into License Agreement No. 08-0155, effective December 10, 2007
      (the “Patent Rights Agreement”), granting Licensee the right under certain
      Licensed Patents to make, use and receive Licensed Materials for use in Internal
      Research;

    


    WHEREAS,
      WARF also holds
      certain rights in human embryonic stem cell lines developed by James A. Thomson
      of the University of Wisconsin – Madison, working either alone or with other
      researchers at the University (the “Wisconsin Materials” as defined below);
      and

    


    WHEREAS,
      Licensee desires to
      obtain from WARF the Wisconsin Materials to maintain and use in accordance
      with
      the Patent Rights Agreement and the terms and conditions set forth
      below.

    


    NOW,
      THEREFORE, in
      consideration of the above premises and the mutual covenants contained herein,
      the parties further agree as follows:

    


    1.           
      Except as otherwise provided in this Addendum, all terms and conditions
      previously set forth in the Patent Rights Agreement shall remain in effect
      as
      set forth therein. In the event that this Addendum and the Patent Rights
      Agreement are inconsistent with respect to any terms and conditions pertaining
      to the Wisconsin Materials, the terms and provisions of this Addendum shall
      supersede the terms and provisions of the Patent Rights Agreement.

    


    2.           
      “Wisconsin Materials” shall mean any and all embryonic stem cells and cell lines
      provided to Licensee by WARF or a third party authorized by WARF, including
      any
      progeny, unmodified derivatives, genetically modified embryonic stem cells
      or
      clones of those cells or cell lines.  Within thirty (30) days of the
      Effective
      Date of the Patent Rights Agreement, WARF shall provide Licensee, without
      additional charge, two aliquots each of the following embryonic stem cell
      lines:  H1, H9, H7, H13b and H14.

     

    3.           
      As used in the Patent Rights Agreement, “Licensed Materials” shall further
      include the Wisconsin Materials; provided, however, that Licensee shall not
      have
      the right to:

    


    
      	
              (a)

            	
              intermix
                the Wisconsin Materials
                with an intact embryo, either human or
                nonhuman;

            


    

    
      	
              (b)

            	
              implant
                the Wisconsin Materials or
                any products of the Wisconsin Materials in a uterus, including Derivative
                Materials derived from the Wisconsin
                Materials;

            


    

    
      	
              (c)

            	
              attempting
                to make whole embryos
                by any method using the Wisconsin
                Materials.

            


    

    
      	
              (d)

            	
              use
                the Wisconsin Materials for therapeutic purposes.
                

            


    

    


    4.           
      Licensee agrees that on or before June 30th of each year in which this Addendum
      is in effect, License will submit to WARF a signed Annual Certification
      Statement as set forth on Exhibit A confirming compliance with the above
      restrictions. Licensee agrees that it will comply with all applicable laws,
      regulations and government orders with respect to any use of the Wisconsin
      Materials, and shall, as appropriate, seek and comply with the decisions and
      recommendations of any applicable Institutional Review Board or similar
      body.


    
      
        
        

      

      
        Page
          27 of 29

        
          

        

      

      
        
        

      

    


    5.           
      Wisconsin Materials are the property of WARF and are being made available to
      Licensee as a service by WARF. Ownership of all Wisconsin Materials, including
      any progeny or modified versions thereof, shall remain with WARF, regardless
      of
      whether such Wisconsin Materials are received from WARF or an authorized third
      party. Any Wisconsin Materials provided hereunder will be returned to WARF
      or
      destroyed upon a material breach of any terms of this Addendum or the Patent
      Rights Agreement.

    


    6.        
          Licensee agrees to communicate to WARF all publications
      and/or research results made public by Licensee based on research using the
      Wisconsin Materials. In addition, any reports, publications, or other disclosure
      of results obtained with the Wisconsin Materials will acknowledge WARF as the
      original source of the Wisconsin Materials and, in the event that the Wisconsin
      Materials were received from an authorized third party, the conditions in which
      such Wisconsin Materials were maintained prior to their transfer.

    


    7.          
        Licensee may not assign or transfer this Addendum, nor any of the rights
      granted herein, except pursuant to a Change of Control Event, without the prior
      written consent of WARF, such consent not to be unreasonably withheld. This
      Addendum shall be governed by and construed in all respects in accordance with
      the laws of the State of Wisconsin.

    


    The
      persons signing on behalf of WARF
      and Licensee hereby warrant and represent that they have authority to execute
      this Agreement on behalf of the party for whom they have signed.

    


    IN
      WITNESS WHEREOF, the parties hereto
      have duly executed this Agreement on the dates indicated below.

    


       WISCONSIN
      ALUMNI RESEARCH
      FOUNDATION

    


    


    
      
        	
                By:

              	
                 

              	 	
                Date:

              	
                 

              	
                ,

              	
                 

              	 
	 	
                Craig
                  J. Christianson, Director of
                  Licensing

              


      



      BIOTIME,
      INCORPORATED

    


    


    
      	
              By:

            	
              s/Michael
                West

            	 	
              Date:
                December 17, 2007

            
	 	
              (insert
                name)    Michael West

            	 	 


    

    


    WARF
      Ref.:  Thomson P96014US


    
      
        
        

      

      
        Page
          28 of 29

        
          

        

      

      
        
        

      

    

    


    
      EXHIBIT
        A

    

    


    
      ANNUAL
        CERTIFICATION 

    

    


    BIOTIME,
      INC. (“Licensee”) hereby warrants that it is in compliance with all aspects of
      Agreement Nos. 08-0155and 08-0155A between the Wisconsin Alumni Research
      Foundation (“WARF”) and Licensee, including but not limited to the restrictions
      on the use, sale or transfer of the Licensed Materials, including the Wisconsin
      Materials.  Licensee further warrants and certifies that it is not
      engaged in, and has not been engaged in, any of the following:

          
      

    
      	(a) 	mixing
              of Wisconsin Materials with an intact embryo, either human or
              non-human;
	(b)	implanting
              Wisconsin Materials or products of the Wisconsin Materials in a uterus;
              or
	
              (c)

            	
              attempting
                to make whole embryos with Wisconsin Materials by any method.
                

            


    

    


    The
      individual signing for the Licensee, hereby warrants that he or she is a
      representative legally authorized to sign on behalf of that entity.

    


    


      BIOTIME,
      INCORPORATED

    


    
      
        	
                By:

              	
                 

              	 	
                Date:

              	
                 

              	
                ,

              	
                 

              	 


      

       

       

      Page
        29 of 29