BioTime, Inc.Files An 8-K Entry into a Material Definitive Agreement

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BioTime, Inc.Files An 8-K Entry into a Material Definitive Agreement

Item 1.01


Entry into a Material Definitive Agreement.
Second Amended and Restated License Agreement

On June 15, 2017, Cell Cure Neurosciences Ltd. (Cell Cure)
entered into a Second Amended and Restated License Agreement (the
License Agreement) with Hadasit Medical Research Services and
Development Ltd. (Hadasit), the commercial arm and a wholly-owned
subsidiary of Hadassah Medical Organization. to the License
Agreement, Hadasit granted Cell Cure an exclusive, worldwide,
royalty bearing license (with the right to grant sublicenses) in
its intellectual property portfolio of materials and technology
related to human stem cell derived photoreceptor cells and
retinal pigment epithelial cells (the Licensed IP), to use,
commercialize and exploit any part thereof, in any manner
whatsoever in the fields of the development and exploitation of
(i) human stem cell derived photoreceptor cells, solely for use
in cell therapy for the diagnosis, amelioration, prevention and
treatment of eye disorders, and (ii) human stem cell derived
retinal pigment epithelial cells, solely for use in cell therapy
for the diagnosis, amelioration, prevention and treatment of eye
disorders.

As consideration for the Licensed IP, Cell Cure will pay a one
time lump sum payment, a royalty in the low single digits of net
sales from sales of Licensed IP by any invoicing entity, and a
low double digit percent of sublicensing receipts. In addition,
Cell Cure will pay Hadasit an annual minimal non-refundable
royalty, which will become due and payable from the first January
1 falling after the completion of services to Cell Cure by the
laboratory of Professor Reubinoff.

Cell Cure further agreed to pay Hadasit non-refundable milestone
payments upon the recruitment of the first patient for the first
Phase IIB clinical trial, upon the enrollment of the first
patient in the first Phase III clinical trials, upon delivery of
the report for the first Phase III clinical trials, upon the
receipt of an NDA or marketing approval in the European Union,
whichever is the first to occur, and upon the first commercial
sale in the United States or European Union, whichever is the
first to occur.

The License Agreement terminates upon the expiration of Cell
Cures obligation to pay royalties for all licensed products,
unless earlier terminated. In addition, the License Agreement may
be terminated by (i) Hadasit if, among other reasons, Cell Cure
fails to continue the clinical development of the Licensed IP or
fails to take actions to commercialize or sell the Licensed IP
over any consecutive 12 month period, and (ii) by either party
for (a) a material breach which remains uncured following a cure
period, or (b) the granting of a winding-up order in respect of
the other party, or upon an order being granted against the other
party for the appointment of a receiver or a liquidator in
respect of a substantial portion of such other partys assets. The
License Agreement also contains mutual confidentiality
obligations of Cell Cure and Hadasit, and indemnification
obligations of Cell Cure.

The foregoing description of the License Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the License Agreement, a copy of
which will be filed as an exhibit to the Companys (defined below)
Quarterly Report on Form 10-Q for the fiscal quarter ending June
30, 2017.
Debt and Note Purchase Agreement and Share Purchase and Transfer
Agreement

On June 15, 2017, BioTime, Inc. (the Company) entered into a Debt
and Note Purchase Agreement (the Debt Purchase Agreement) and a
Share Purchase and Transfer Agreement (the HBL Purchase
Agreement) with HBL-Hadasit Bio-Holdings Ltd. (HBL), to which the
Company will purchase from HBL (i) the outstanding debt and
promissory notes of, and issued by, Cell Cure (the Cell Cure
Debt), and (ii) 96,025 ordinary shares of Cell Cure held by HBL
(the Cell Cure Shares).

The Company agreed to purchase the Cell Cure Debt and the Cell
Cure Shares from HBL with the issuance of 3,996,869 shares (the
Shares) of the Companys Common Stock, no par value per share (the
Common Stock). In addition, the Company will cause Cell Cure to
issue HBL a warrant equal to 5% of Cell Cures issued and
outstanding share capital at a price per share of $40.5356.

Within 15 days after the date of the Debt Purchase Agreement, the
Company is required to prepare and file with the Securities and
Exchange Commission a Registration Statement on Form S-3 to
enable the resale by HBL, from time to time on a delayed or
continuous basis to Rule 415 under the Securities Act of 1933, as
amended (the Securities Act), of the Shares, and use its
commercially reasonable efforts to cause such Registration
Statement on Form S-3 to become effective.

The transactions are expected to close on or about June 27, 2017,
subject to customary closing conditions. At the closing, both of
the directors HBL previously appointed to Cell Cure will resign
and HBL will have the right to appoint an observer to Cell Cures
Board of Directors.

The foregoing descriptions of the Debt Purchase Agreement and HBL
Purchase Agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of the
Debt Purchase Agreement and HBL Purchase Agreement, copies of
which will be filed as an exhibit to the Companys Quarterly
Report on Form 10-Q for the fiscal quarter ending June 30, 2017.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report
on Form 8-K regarding the Shares issued to the Debt Purchase
Agreement and the HBL Purchase Agreement is incorporated herein
by reference. The Company issued the Shares in reliance upon the
exemptions from registration to Section 4(a)(2) of the Securities
Act regarding transactions by an issuer not involving a public
offering or in reliance on Regulation S under the Securities Act
involving offers and sales of securities outside of the United
States.

Item 8.01

Other Events.

On June 1, 2017, the Company entered into a Share Purchase and
Transfer Agreement (the Teva Purchase Agreement) with Teva
Pharmaceutical Industries Ltd. (Teva) to which the Company agreed
to purchase 72,775 ordinary shares of Cell Cure held by Teva in
exchange for the issuance of 927,673 shares of Common Stock (the
Teva Shares).

Within 15 days after the date of the Teva Purchase Agreement, the
Company is required to prepare and file with the Securities and
Exchange Commission a Registration Statement on Form S-3 to
enable the resale by Teva, from time to time on a delayed or
continuous basis to Rule 415 under the Securities Act, of the
Teva Shares, and use its commercially reasonable efforts to cause
such Registration Statement on Form S-3 to become effective.

Upon consummation of the transactions contemplated by the Debt
Purchase Agreement, HBL Purchase Agreement, and Teva Purchase
Agreement, the Company will own 99.79% of Cell Cure.
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