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SEC Filings

BIOTIME INC filed this Form 10-Q on 08/09/2017
Entire Document

US[ * ] upon the recruitment of the first patient for the first Phase IIB clinical trial;

US[ * ] upon the enrollment of the first patient in the first Phase III clinical trials.

US[ * ] upon delivery of the report for the first Phase III clinical trials;

US[ * ] upon the receipt of an NDA or marketing approval in the EU, whichever is the first to occur;

US[ * ] upon the First Commercial Sale in the US or EU, whichever is the first to occur.

Unless otherwise agreed in writing, all amounts payable to Hadasit pursuant to this Section 3 shall be paid to Hadasit in US Dollars as follows: (i) in the case of Royalties, on a quarterly basis within [ * ] calendar days after March 31, June 30, September 30, and December 31 of each calendar year during the Term; and (ii) in the case of Sublicensing Receipts, no later than [ * ] days after any such Sublicensing Receipts are received by the Company from Sublicensees.

In the event that the Sublicensing Receipts comprise, in whole or in part, of non-cash consideration (including shares or other securities of the Sublicensee or other entity) which cannot be transferred to Hadasit in the same form as received, or which Hadasit has not consented to accept (which consent shall not be unreasonably withheld or delayed), then the fair market value thereof for the purposes of calculating Sublicensing Receipts, will be determined by mutual agreement of the Parties, and failing agreement between the Parties as aforesaid, the fair market value shall be determined by an expert appointed by mutual agreement of the Parties, who shall act as an expert and not an arbitrator and whose decision shall be final and binding on the Parties. Hadasit will notify the Company within [ * ] days from the Company’s notice of such non-cash consideration whether it wishes to receive a non-cash consideration or pecuniary equivalent consideration (for which the Company shall be obliged from its own sources or otherwise to redeem the non-cash consideration for cash). The Company’s notice should include all relevant documents and will provide Hadasit with the option to instruct the Company to transfer Hadasit’s non-cash share to a trustee or other third party designated by Hadasit, without the Company incurring any liability or expense. If the Parties fail to appoint such expert within [ * ] days of either Party’s written request to do so, then the expert shall be designated at the request of either Party by the President of the Israeli CPA Association.
[ * ] = 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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