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SEC Filings

BIOTIME INC filed this Form 10-Q on 08/09/2017
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All amounts which the Company is committed to bear and which may be charged by Hadasit to the Company pursuant to this Section 2 and otherwise under this Agreement, shall be at quoted to the Company in advance for its approval, at reasonable current market rates or at rates charged by HMO to other companies, in Hadasit's discretion.

Consideration; Royalties; Additional Understandings

In consideration for the grant of the License, Company agrees to pay Hadasit the following:

a one time lump sum payment of [ * ] on account of the reimbursement of all patent expenses incurred and paid for by Hadasit in respect to the Licensed Technology prior to the Effective Date, the receipt of which Hadasit hereby confirms;

throughout the Royalty Period, a royalty of [ * ] of Net Sales from Sales of Licensed Products by any Invoicing Entity (“Royalties”) provided, however, that if no Valid Claim exists with respect to a Licensed Product and the Licensed Product was not derived from the Licensed Materials, then the royalty payable to Licensor for such Licensed Product shall be reduced to [ * ] of the royalty set forth above; and

[ * ] of Sublicensing Receipts.

The Company shall pay Hadasit an annual minimal non-refundable royalty (“Minimum Royalty”) of US[ * ], which shall become due and payable only as from the first January 1 falling after the completion of the provision of services to the Company or its Affiliates by the laboratory of the [ * ] or any HMO researcher who may succeed him  funded pursuant to the New Product Development Agreement and the New Research Agreement. The Minimum Royalty shall be creditable against future Royalties and Sublicensing Receipts collected by the Company during the same calendar year. The Minimum Royalty shall be payable until the end of  [ * ] years from the First Commercial Sale of a Licensed Product in the USA.

In the event that the Company or its Affiliates are required to pay, and actually pay, Third Party Royalties on Net Sales of a Licensed Product in a particular country, the Company shall be entitled to offset [ * ] of such Third-Party Royalties against royalties payable to Hadasit on the same Net Sales, provided that Hadasit's royalty shall not be reduced on account of such deductions (together with the deduction permitted pursuant to Section 3.1.2) to [ * ] of the royalty that would have otherwise been payable to Hadasit.

In addition to the Royalties, the Company agrees to pay Hadasit the non-refundable milestone payments set forth below no later than [ * ] days following achievement of the relevant milestone, it being agreed, however, that the milestone payments are creditable by the Company against Sublicensing Receipts which, for the avoidance of doubt,  are paid either prior to or following the relevant milestone being reached:
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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