ex10_39.htm


    Exhibit
10.39

     

    
      EMPLOYMENT
AGREEMENT

      


                 THIS
AGREEMENT is made October 10, 2007, by and between BioTime, Inc. (the
"Company"), and Robert W. Peabody ("Executive").

       

      W I T N E S S E T
H:

      


      WHEREAS, the Company desires to employ
Executive, and Executive is willing to accept such employment, all on the terms
and subject to the conditions hereinafter set forth;

      


      NOW, THEREFORE, in consideration of the
terms and conditions hereinafter set forth, the parties hereto agree as
follows:

      


      1.           Engagement

      


      (a)           Position and
Duties.   The Company agrees to employ Executive in the
position of Senior Vice President and Chief Operating
Officer.  Executive shall report to the Chief Executive Officer of the
Company and shall perform the duties and functions as are normally carried out
by a Senior Vice President and Chief Operating Officer of a developer of
pharmaceutical or medical products of a size comparable to the Company that has
a class equity securities registered under Section 12 of the Securities Exchange
Act of 1934, as amended, and as the Board of Directors of the Company (the
"Board of Directors") shall from time to time reasonably
determine.  Without limiting the generality of the immediately
preceding sentence, Executive's duties shall include, but shall not be limited
to: (i) assisting in securing research grants; (ii) administering the
non-scientific issues surrounding accomplishing the task outlined in awarded
grants; (ii) setting up policies, procedures, and controls to comply with the
financial reporting requirements of  the Company, any collaborator on
any grant financed project, and each grant issuer; (iii) establishing a progress
tracking system and being responsible for insuring that projects are on budget
and on a timeline to achieve the grant requirements; (iv) make sure that all
external reporting to third parties and all internal reporting within the
Company is timely, proper, and accurate; (v) serve as chief of staff for the
Chief Executive Officer, and (vi) other administrative duties as assigned by the
Chief Executive Officer or the Board of Directors which could be altered or
changed from time to time.  Executive shall devote his best efforts,
skills and abilities, on a full-time basis, exclusively to the Company's
business pursuant to, and in accordance with, reasonable business policies and
procedures, as fixed from time to time by the Board of Directors of the
Company.  Executive covenants and agrees that he will faithfully
adhere to and fulfill such policies as are established from time to time by the
Board of Directors.

      


      (b)           No Conflicting
Obligations.  Executive represents and warrants to the Company
that he is under no obligations or commitments, whether contractual or
otherwise, that are inconsistent with his obligations under this Agreement or
that would prohibit him, contractually or otherwise, from performing his duties
as Senior Vice President and Chief Operating Officer of the Company as provided
in this Agreement.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


                (c)           No Unauthorized Use of Third Party
Intellectual Property.  Executive represents and warrants that
he will not use or disclose, in connection with his employment by the Company,
any patents, trade secrets, confidential information, or other proprietary
information or intellectual property as to which any other person has any right,
title or interest, except to the extent that the Company holds a valid license
or other written permission for such use from the owner(s)
thereof.  Executive represents and warrants to the Company that he has
returned all property and confidential information belonging to any prior
employer.

      


      2.           Compensation

      


      (a)           Salary and
Bonuses.  During the term of this Agreement, the Company shall
pay to the Executive:

      


      (i)           Annual Salary.  The
Company shall pay Executive an annual salary of one hundred sixty thousand
dollars ($160,000.00) the (“Annual Salary”).  Executive’s salary shall
be paid in equal bi-monthly installments, consistent with the Company’s regular
salary payment practices.  Executive’s salary may be adjusted from
time-to-time by the Company without affecting this Agreement.

      


      (ii)           Bonus.   In
addition to his Annual Salary, Executive shall be entitled to receive an annual
bonus equal to the lesser of (A) forty-five thousand dollars ($45,000.00) or (B)
the sum of 35% of Consulting Fees and 3.5% of Grant Funds received by the
Company during each fiscal year; provided that (x) the grant that is the source
of  the Grant Funds was obtained by the Company during the term of
Executive’s employment by the Company, (y) the grant that is the source of the
Grant Funds is not a renewal, extension, modification, or novation of a grant
(or a new grant to fund the continuation of a study funded by a prior grant from
the same source) obtained by the Company prior to Executive’s employment by the
Company, and (z) the grant that is the source of the Grant Funds was not
obtained by the Company substantially through the efforts of any consultant or
independent contractor compensated by the Company for obtaining the
grant.  The bonus shall be paid on a monthly basis, subject to the
Company's receipt of the funds from which the bonus it to be paid.

      


      (A)           Grant
Funds means money actually paid to the Company during a fiscal year as a
research grant by any federal or state government agency or any not for profit
non-government organization, and expressly excludes (1) license fees, (2)
royalties, (3) Consulting Fees, (4) capital contributions to the Company or any
subsidiary of the Company, or any joint venture of any kind (regardless of the
legal entity through which the joint venture is conducted) to which the Company
is a party, and (5) any other payments received by the Company by a business or
commercial enterprise for research and development of products or technology
pursuant to a contract or agreement for the commercial development of a product
or technology.


      
        
           


        

        
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(B)           Consulting
Fees means money actually received by the Company under a contract that entitles
the Company to receive a cash fee for providing scientific and technical advice
to third parties concerning stem cells.

      


      (b)           Expense
Reimbursements.  The Company shall reimburse Executive for
reasonable travel and other business expenses incurred by Executive in the
performance of his duties hereunder, subject to the Company's policies and
procedures in effect from time to time, and provided that Executive submits
supporting vouchers.

      


      (c)           Benefit
Plans.  Executive shall be eligible (to the extent he
qualifies) to participate in any retirement, pension, life, health, accident and
disability insurance, stock option plan or other similar employee benefit plans
which may be adopted by the Company (or any other member of a consolidated group
of which the Company is a part) for its executive officers or other
employees.

      


      (d)           Stock
Options/SARs.   The Company will grant Executive an option
to purchase 500,000 of the Company’s common shares (the “Option”) under the
Company’s 2002 Employee Stock Option Plan (the “Plan”).  The Option
shall be paired with a stock appreciation right ("SAR") with respect to 325,530
shares that may be exercised only as provided in this Agreement.

      


      (i)           The
exercise price of the Option and the SAR will be the greater of $0.50 per share
and the Fair Market Value of the Company’s common shares on the date of grant
determined in accordance with the Plan.  The Option and the SAR will
vest (as thereby become exercisable) as follows: 1/60th of the number of Option
shares will vest at the end of each full month of employment.  Vesting
will depend on Executive’s continued employment with the Company through the
applicable vesting date, and will be subject to the terms and conditions of the
Plan and a Stock Option Agreement consistent with the Plan and this
paragraph.  The unvested portion of the Option and the SARs shall not
be exercisable.

      


      (ii)           The
vested portion of the Option and the SAR shall expire on the earliest of (A)
seven (7) years from the date of grant, (B) three months after Executive ceases
to be an employee of the Company for any reason other than Executive’s death or
Disability (as defined below), or (C) one year after Executive ceases to be an
employee of the Company due to his death or Disability; provided that if
Executive dies during the three month period described in clause (B) of this
paragraph, the expiration date of the vested portion of the Option shall be one
year after the date of his death.  In addition, (X) if the SAR is
exercised, the vested portion of the Option shall expire as to a number of
shares for which the SAR was exercised, and (Y) the vested and unvested portion
of the SAR shall expire when the shareholders of the Company approve an
amendment to the Plan described below.  The Option and the SAR,
respectively, shall not be exercisable after it has expired.


      
        
           


        

        
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(iii)                      Except
as specifically set forth in this Section, Executive’s rights under the Plan, or
any other stock option plan later adopted by the Company, shall be governed
solely by the terms of the Plan, or the later adopted stock option
plan.

      


      (iv)                      The
SAR may not be exercised, in whole or in part, until the vested portion of the
Option has been exercised in full.  A vested SAR may be exercised by
the Executive by delivering a written notice to the Company specifying the
number of SAR shares being exercised.  Upon exercise of an SAR,
Executive shall be entitled to receive a payment of cash per SAR share exercised
equal to the amount by which the fair market value of a Company common share on
the date of exercise exceeds the exercise price of the SAR. The fair market
value of a Company common share shall be determined by the Board of Directors in
the manner provided in the Plan.  The amount payable to Executive upon
exercise of an SAR shall be subject to all applicable, federal, state, and local
income tax withholdings, FICA and similar state withholdings, and any other
applicable payroll tax withholding.  SARs  may not be sold,
pledged, assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be exercised,
during the lifetime of the Executive, only by the Executive.

      


      (v)           On
the date of this Agreement, the number of shares available for the grant of
options under the Plan, as approved by the shareholders of the Company, is less
than 1,500,000.  The Board of Directors has approved an amendment to
the Plan that would increase the number of shares available for the exercise of
options; however, the amendment is subject to approval by the shareholders of
the Company.  The Company will submit the Plan amendment to its
shareholders for approval at its next annual meeting of shareholders, and the
Board of Directors will recommend that the shareholders approve the
amendment.  The Board of Directors has reserved 174,459 shares under
the Plan, as previously approved by the shareholders, for the Option granted to
Executive.

      


      (e)           Vacation; Sick
Leave.  Executive shall be entitled to three weeks of vacation
without reduction in compensation, during each calendar year.  Such
vacation shall be taken at such time as is consistent with the needs and
policies of the Company.  All vacation days and sick leave days shall
accrue based upon days of service.  Executive shall also be entitled
to leave from work, without reduction in compensation for ten days during each
calendar year, due to illness subject to the policies and procedures of the
Company, and subject to the provisions of this Agreement governing termination
due to disability, sickness or illness.  The Company may, from time to
time, adopt policies governing the disposition of unused vacation days and sick
leave days remaining at the end of the Company's fiscal year; which policies may
govern whether unused vacation days or sick leave days will be paid, lost, or
carried over into subsequent fiscal years.

      


      3.           Competitive
Activities.  During the term of Executive’s employment with the
Company and for three years thereafter, Executive shall not, for himself or any
third party, directly or indirectly employ, solicit for employment or recommend
for employment any person employed by the Company.  During the term of
Executive’s employment, he shall not, directly or


      
        
           


        

        
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      indirectly
as an employee, contractor, officer, director, member, partner, agent, or equity
owner, engage in any activity or business that competes or could reasonably be
expected to compete with the business of the Company.   Executive
acknowledges that there is a substantial likelihood that the activities
described in this Section would (a) involve the unauthorized use or disclosure
of the Company’s Confidential Information and that use or disclosure would be
extremely difficult to detect, and (b) result in substantial competitive harm to
the Company's business.  Executive has accepted the limitations of
this Section  as a reasonably practicable and unrestrictive means of
preventing such use or disclosure of Confidential Information and preventing
such competitive harm.

      


      4.           Inventions/Intellectual
Property/Proprietary Information

      


      (a)           Inventions and
Discoveries Belong to the Company.   Any and all
inventions, discoveries, improvements or intellectual property which Executive
may conceive or make during the period of employment relating to or in any way
pertaining to or connected with the systems, products, apparatus, or methods
employed, manufactured, constructed or researched by the Company shall be the
sole and exclusive property of the Company.   The obligations
provided for by this Agreement, except for the requirements as to disclosure in
Section, do not apply to any rights Executive may have acquired in connection
with an invention, discovery, improvement or intellectual property for which no
equipment, supplies, facility, or trade secret information of the Company was
used and which was developed entirely on the Executive’s own time and (a) which
at the time of conception or reduction to practice does not relate directly or
indirectly to the business of the Company or to the Company’s actual or
demonstrable anticipated research or development, or (b) which does not result
from any work performed by Executive for the Company. The parties understand and
agree that this limitation is intended to be consistent with California Labor
Code, Section 2870, a copy of which is attached as Exhibit A.  If
Executive wishes to clarify that something created by him prior to his
employment by the Company that relates to the Company’s actual or proposed
business is not within the scope of this Agreement, he has listed it on Appendix
B in a manner that does not violate any third party rights.   To
the extent allowed by law, the rights assigned by Executive to the Company
includes all rights of paternity, integrity, disclosure and withdrawal and any
other rights that may be known as or referred to as “moral rights,” “artist’s
rights,” “droit moral,” or the like (collectively “Moral Rights”).  To
the extent Executive retains any such Moral Rights under applicable law, he
hereby ratifies and consents to any action that may be taken with respect to
such Moral Rights by or authorized by the Company and agrees not to assert any
Moral Rights with respect thereto.  Executive shall confirm in writing
any such ratifications, consents and agreements from time to time as requested
by the Company.

      


      (b)           Disclosure of
Inventions and Discoveries.  Executive agrees to disclose
promptly to the Company all improvements, discoveries, or inventions which
Executive may make solely, jointly, or commonly with others, and to assign as
appropriate such improvements, discoveries, inventions or intellectual property
to the Company, where the rights are the property of the
Company.  Executive agrees to execute and sign any and all
applications, assignments, or other instruments which the Company may deem
necessary in order to enable the Company, at


      
        
           


        

        
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      its
expense, to apply for, prosecute, and obtain patents of the United States or
foreign countries for the improvements, discoveries, inventions or intellectual
property, or in order to assign or convey to or vest in the Company the sole and
exclusive right, title, and interest in and to said improvements, discoveries,
inventions, or patents.  Executive hereby irrevocably designates and
appoints the Company as Executive's agent and attorney-in-fact, coupled with an
interest and with full power of substitution, to act for and in Executive's
behalf to execute and file any document and to do all other lawfully permitted
acts to further the purposes of this paragraph with the same legal force and
effect as if executed by Executive.  This paragraph is applicable
whether or not the invention, discovery, improvement or intellectual property
was made under the circumstances described in paragraph (a) of this
Section.  Executive agrees to make such disclosures understanding that
they will be received in confidence and that, among other things, they are for
the purpose of determining whether or not rights to the related invention,
discovery, improvement, or intellectual property is the property of the
Company.

      


      (c)           Confidential and
Proprietary Information.  During his employment, Executive will
have access to the Company's trade secrets and confidential
information.  Confidential Information means all information and
ideas, in any form, relating in any manner to  matters such as: the
Company’s products; formulas; technology and know-how; inventions; clinical
trial plans and data; business plans; marketing plans; the identity, expertise
and compensation of employees and contractors; systems, procedures, and manuals;
customers; suppliers; joint venture partners; research collaborators; licensees;
and financial information.   Confidential Information also shall
include any information of any kind, whether belonging to the Company or any
third party, that the Company has agreed to keep secret or confidential under
the terms of any agreement with any third party.  Confidential
Information does not include:  (i) information that is or becomes
publicly known through lawful means other than unauthorized disclosure by
Executive; (ii) information that was rightfully in Executive’s possession prior
to his employment with the Company and was not assigned to the Company or was
not disclosed to Executive in his capacity as a director or other fiduciary of
the Company; or (iii) information disclosed to Executive, after the termination
of his employment by the Company, without a confidential restriction by a third
party who rightfully possesses the information and did not obtain it, either
directly or indirectly, from the Company, and who is not subject to an
obligation to keep such information confidential for the benefit of the Company
or any third party with whom the Company has a contractual
relationship.  Executive understands and agrees that all Confidential
Information shall be kept confidential by Executive both during and after his
employment by the Company.  Executive further agrees that he will not,
without the prior written approval by the Company, disclose any Confidential
Information, or use any Confidential Information in any way, either during the
term of his employment or at any time thereafter, except as required by the
Company in the course of his employment.

      


      5.           Termination of
Employment.   Executive understands and agrees that his
employment has no specific term.  This Agreement, and the employment
relationship, are "at will" and may be terminated by either party with or
without cause upon written notice to the other.  Executive agrees to
give the Company thirty (30) days advance written notice of his
intent


      
        
           


        

        
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      to
terminate his employment with the Company.  Except as otherwise agreed
in writing or as otherwise provided in this Agreement, upon termination of
Executive's employment, the Company shall have no further obligation to
Executive by way of compensation or otherwise as expressly provided in this
Agreement.

      


      (a)           Separation
Benefits.  Upon termination of Executive’s employment with the
Company for any reason, Executive will receive the severance benefits set forth
below, but Executive will not be entitled to any other compensation, award or
damages with respect to his employment or termination of
employment.

      


      (i)           Termination for Cause, Death,
Disability, or Resignation.  In the event of Executive’s
termination for Cause, or termination as a result of his death or Disability, or
his Resignation, Executive will be entitled to receive payment for all unpaid
salary, accrued but unpaid bonus, if any, and vacation accrued as of the date of
his termination of employment.   Executive will not be entitled
to any cash severance benefits or additional vesting of any Company stock
options or other equity or cash awards.

      


      (ii)           Termination Without
Cause.  In the event of Executive’s termination without Cause,
he will be entitled to (A) the benefits set forth in paragraph (a)(i) of this
Section, (B) payment in an amount equal to either (1) three months base salary
if Executive has been employed by the Company for less than two years, or (2)
six months base salary if Executive has been employed by the Company for at
least two years, which in either case may be paid in a lump sum or, at the
election of the Company, in installments consistent with the payment of
Executive’s salary while employed by the Company, subject to such payroll
deductions and withholdings as are required by law, and (C) accelerated vesting
of fifty percent (50%) of the then unvested shares subject to the Option if
Executive has been employed by the Company for at least two
years.  The elimination of Executive's position or a material
reduction in his assigned duties or related salary shall be considered
termination without Cause.

      


      (iii)        
Change of
Control.  In the event the Company (or any successor in
interest to the Company that has assumed the Company’s obligation under this
Agreement) terminates Executive’s employment without Cause within twelve (12)
months following a Change in Control, in lieu of the benefits set forth in
paragraph (a)(ii) of this Section, Executive will be entitled to (A) the
benefits set forth in paragraph (a)(i) of this Section, (B) a lump sum payment
in an amount equal to either (1) four months base salary if Executive has been
employed by the Company for less than two years, or (2) twelve months base
salary if Executive has been employed by the Company for at least two years,
subject to such payroll deductions and withholding as are required by law; and
(C) accelerated vesting of either (1) fifty percent (50%) of the then unvested
shares subject to the Option if Executive has been employed by the Company for
less than two years, or (2) one hundred percent (100%) of the then unvested
shares subject to the Option if Executive has been employed by the Company for
at least two years.

      


      (b)           Release.  Any
other provision of this Agreement notwithstanding, paragraphs (a)(ii) and
(a)(iii) of this Section shall not apply unless the Executive (i) has
executed


      
        
           


        

        
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      a general
release of all claims (in a form prescribed by the Company) and (ii) has
returned all property of the Company in the Executive’s possession.

      


      (c)           Continuation of
Certain Benefits.  In the event of
the termination of Executive's employment for any reason other than his death,
Executive's benefits will be continued under the Company’s then existing benefit
plans and policies for so long as provided under the terms of such plans and
policies and as required by applicable law.   If Executive elects
to continue his health insurance coverage under the Consolidated Omnibus Budget
Reconciliation Act (“COBRA”) following the termination of his employment, then
the Company shall pay the Executive's monthly premium under COBRA until the
earlier of (i) the expiration of the Executive’s continuation coverage under
COBRA, and (ii) the date when the Executive receives substantially equivalent
health insurance coverage in connection with new employment or
self-employment.

      


      (d)           Definitions.  For purposes of
this Section, the following definitions shall apply:

      


      (i)           "Affiliated
Group" means (A) a Person and one or more other Persons in control of,
controlled by, or under common control with such Person; and (B) two or more
Persons who, by written agreement among them, act in concert to acquire Voting
Securities entitling them to elect a majority of the directors of the
Company.

      


      (ii)           "Cause"  means:
(A) the failure to properly perform Executive’s job responsibilities, as
determined reasonably and in good faith by the Board of Directors; (B)
commission of any act of fraud, gross misconduct or dishonesty with respect to
the Company; (C) conviction of, or plea of guilty or “no contest” to, any
felony, or a crime involving moral turpitude; (D) breach of any provision of
this Agreement or any provision of any proprietary information and inventions
agreement with the Company; (E) failure to follow the lawful directions of the
Board of Directors; (F) chronic alcohol or drug abuse, (G) obtaining in
connection with any transaction in which the Company or any of its subsidiaries
or affiliates is a party to a material undisclosed financial benefit for himself
or for any member of his immediate family or for any corporation, partnership,
limited liability company, or trust in which he or any member of his immediate
family owns a material financial interest; or (H) harassing or discriminating
against, or participating or assisting in the harassment of or discrimination
against, any employee of the Company (or any of any of subsidiary or affiliate
of the Company) based upon gender, race, religion, ethnicity, or
nationality.

      


      (iii)        "Change
of Control" means (A) the acquisition of Voting Securities of the Company by a
Person or an Affiliated Group entitling the holder thereof to elect a majority
of the directors of the Company; provided, that an increase in the amount of
Voting Securities held by a Person or Affiliated Group who on the date of this
Agreement owned beneficially owned (as defined in Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the regulations thereunder)
more than 10% of the Voting Securities shall not constitute a Change of Control;
and provided, further, that an acquisition of Voting Securities
by


      
        
           


        

        
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      one or
more Persons acting as an underwriter in connection with a sale or distribution
of such Voting Securities shall not constitute a Change of Control under this
clause (A); (B) the sale of all or substantially all of the assets of the
Company; or (C) a merger or consolidation of the Company with or into another
corporation or entity in which the stockholders of the Company immediately
before such merger or consolidation do not own, in the aggregate, Voting
Securities of the surviving corporation or entity (or the ultimate parent of the
surviving corporation or entity) entitling them, in the aggregate (and without
regard to whether they constitute an Affiliated Group) to elect a majority of
the directors or persons holding similar powers of the surviving corporation or
entity (or the ultimate parent of the surviving corporation or entity);
provided, however, that in no event shall any transaction described in clauses
(A), (B) or (C) be a Change of Control if all of the Persons acquiring Voting
Securities or assets of the Company or merging or consolidating with the Company
are one or more direct or indirect subsidiary or parent corporations of the
Company.

      


      (iv)         "Disability"
shall mean Executive’s inability to perform the essential functions of his job
responsibilities for a period of one hundred eighty (180) consecutive days or
one hundred eighty (180) days in the aggregate in any twelve (12) month
period.

      


      (v)           "Person"
means any natural person or any corporation, partnership, limited liability
company, trust, unincorporated business association or other
entity.

      


      (vi)         "Voting
Securities" means shares of capital stock or other equity securities entitling
the holder thereof to regularly vote for the election of directors (or for
person performing a similar function if the issuer is not a corporation), but
does not include the power to vote upon the happening of some condition or event
which has not yet occurred.

      


      6.           Turnover of Property and Documents on
Termination.  Executive agrees that on or before termination of
his employment, he will return to the Company all equipment and other property
belonging to the Company, and all originals and copies of Confidential
Information (in any and all media and formats, and including any document or
other item containing Confidential Information) in Executive's possession or
control, and all of the following (in any and all media and formats, and whether
or not constituting or containing Confidential Information) in Executive's
possession or control:  (a) lists and sources of customers; (b)
proposals or drafts of proposals for any research grant, research or development
project or program, marketing plan, licensing arrangement, or other arrangement
with any third party; (c) reports, job or laboratory notes, specifications, and
drawings pertaining to the Company's research, development, products, patents,
and technology; and (d) any and all inventions or intellectual property
developed by Executive during the course of employment.

      


      7.           Arbitration.  Except
for injunctive proceedings against unauthorized disclosure of confidential
information, any and all claims or controversies between the Company and
Executive, including but not limited to (a) those involving the construction or
application of any of the terms, provisions, or conditions of this Agreement;
(b) all contract or tort claims of any


      
        
           


        

        
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      kind; and
(c) any claim based on any federal, state or local law, statute, regulation or
ordinance, including claims for unlawful discrimination or harassment, shall be
settled by arbitration in accordance with the then current Employment Dispute
Resolution Rules of the American Arbitration Association.  Judgment on
the award rendered by the arbitrator(s) may be entered by any court having
jurisdiction thereof.  The location of the arbitration shall be San
Francisco, California.  Unless the parties mutually agree otherwise,
the arbitrator shall be a retired judge selected from a panel provided by the
American Arbitration Association, or the Judicial Arbitration and Mediation
Service (JAMS).  The Company shall pay the arbitrators fees and
costs.  Each party shall pay for its own costs and attorneys’ fees, if
any.  However, if any party prevails on a statutory claim which
affords the prevailing party attorneys’ fees, the arbitrator may award
reasonable attorneys’ fees and costs to the prevailing party.

      


      EXECUTIVE
UNDERSTANDS AND AGREES THAT THIS AGREEMENT TO ARBITRATE CONSTITUTES A WAIVER OF
HIS RIGHT TO A TRIAL BY JURY OF ANY MATTERS COVERED BY THIS AGREEMENT TO
ARBITRATE.

      


      8.           Severability.  In
the event that any of the provisions of this Agreement shall be held to be
invalid or unenforceable in whole or in part, those provisions to the extent
enforceable and all other provisions shall nevertheless continue to be valid and
enforceable as though the invalid or unenforceable parts had not been included
in this Agreement.  In the event that any provision relating to the
time period of restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period such court deems reasonable and
enforceable, then the time period of restriction deemed reasonable and
enforceable by the court shall become and shall thereafter be the maximum time
period.

      


      9.           Agreement Read and
Understood.  Executive acknowledges that he has carefully read
the terms of this Agreement, that he has had an opportunity to consult with an
attorney or other representative of his own choosing regarding this Agreement,
that he understands the terms of this Agreement, and that he is entering this
agreement of his own free will.

      


      10.           Complete Agreement,
Modification.  This Agreement is the complete agreement between
the parties on the subjects contained herein and supersedes all previous
correspondence, promises, representations, and agreements, if any, either
written or oral.  No provision of this Agreement may be modified,
amended, or waived except by a written document signed both by the Company and
Executive.

      


      11.           Governing Law.  This
Agreement shall be construed and enforced according to the laws of the State of
California.

      


      12.           Assignability.  This
Agreement, and the rights and obligations of the parties under this Agreement,
may not be assigned by Executive.  The Company may assign any of its
rights and obligations under this Agreement to any successor or surviving
corporation, limited liability company, or other entity resulting from a merger,
consolidation, sale of assets, sale of


      
        
           


        

        
          10

          
            

          

        

        
           


        

      


      stock,
sale of membership interests, or other reorganization, upon condition that the
assignee shall assume, either expressly or by operation of law, all of the
Company's obligations under this Agreement.

      


      13.           Survival.  This
Section 13 and the covenants and agreements contained in Sections 4 and 6 of
this Agreement shall survive termination of this Agreement and Executive's
employment.

      


      14.           Notices.  Any
notices or other communication required or permitted to be given under this
Agreement shall be in writing and shall be mailed by certified mail, return
receipt requested, or sent by next business day air courier service, or
personally delivered to the party to whom it is to be given at the address of
such party set forth on the signature page of this Agreement (or to such other
address as the party shall have furnished in writing in accordance with the
provisions of this Section 14).

      


      IN WITNESS WHEREOF, the parties hereto
have executed this Agreement on the day and year first above
written.

      


      EXECUTIVE:

      


      


       /s/
Robert
Peabody                   
          

      Robert W.
Peabody

      


      
        	
                Address:

              	
                _______________________________

              


      

      _______________________________

      


      


      


      COMPANY:

      


      BIOTIME,
INC.

      


      


      By: /s/ Hal
Sternberg                          


      


      Title:
VP/Office of the President      

      


      
        	
                Address:

              	
                6121
      Hollis Street

              


      

      Emeryville, California
94608


      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      APPENDIX  A

       

      California
Labor Code Section 2870.

      


      Application
of provision providing that employee shall assign or offer to assign rights in
invention to employer.

      


      (a)           Any
provision in an employment agreement which provides that an employee shall
assign, or offer to assign, any of his or her rights in an invention to his or
her employer shall not apply to an invention that the employee developed
entirely on his or her own time without using the employer’s equipment,
supplies, facilities, or trade secret information except for those inventions
that either:

      


      (i)           Relate
at the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or
development of the employer; or

      


      
        	
                 
      

              	
                (ii)

              	
                Result
      from any work performed by the employee for his
  employer.

              


      

      


      (b)           To
the extent a provision in an employment agreement purports to require an
employee to assign an invention otherwise excluded from being required to be
assigned under subdivision (a), the provision is against the public policy of
this state and is unenforceable.


      
        
           


        

        
          12

          
            

          

        

        
           


        

      

      APPENDIX
B

       

      PRIOR
MATTERS

      


      


      None

       

       

       

      13