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SEC Filings

BIOTIME INC filed this Form 10-Q on 08/09/2017
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Development Efforts

The Company undertakes, at its own expense, to make commercially reasonable efforts to commercialize Licensed Products in the RPE Field and in the Photoreceptor Field, including bio-testing of the Licensed Materials and the Licensed Products, clinical trials and other steps required for obtaining regulatory approvals from the relevant authorities as are consistent with the commercial efforts generally applied to similar products of similar potential throughout the Term.

Without derogating from the generality of the foregoing, in order to maintain its license in the Photoreceptor Field the Company shall be required to meet the development milestones listed in Annex G within the time frames specified therein (the “Development Milestones”). If the Company believes that it will not achieve a Development Milestone, it may notify Hadasit in writing in advance of the relevant deadline. The Company will include with such notice (a) reasonable explanations of the reasons for such failure (“Legitimate Reasons”, and lack of funding shall not constitute a Legitimate Reason) and (b) a reasonable detailed written plan for achieving a reasonable extended and/or amended milestone (the “Plan”). If Hadasit in its reasonable discretion accepts the Plan, then Annex G shall be deemed as having been automatically amended accordingly. Hadasit’s failure to accept or reject the Plan within [ * ] business days shall be deemed as approval.  If there is a dispute between the parties in relation to the Plan, then they shall collaborate to develop a mutually acceptable Plan within [ * ] days of Hadasit’s notice. Should the Company not  provide a Legitimate Reason and/or a Plan accepted by Hadasit within the respective timeframes mentioned above, then Hadasit shall be entitled, by written notice to the Company, to restrict the Field to the RPE Field, and all rights and licenses granted hereunder in the Photoreceptor Field shall revert to Hadasit.  Such restriction shall be the only remedy available to Hadasit for the Company failing to reach a Development Milestone.  It is understood and agreed that Hadasit shall not unreasonably exercise such right.

The Company shall be entitled to remove the Photoreceptor Field from the scope of the License at any time by providing [ * ] days prior written notice to Hadasit, in which case the provisions of the preceding Section 4.2 shall not longer have any effect.

MAGNET Program; Approvals; Applicable Laws

The Company hereby acknowledges that it is aware that the [ * ]  supplied to the Company as provided herein were developed by [ * ] at HMO in part within the framework of a MAGNET program funded by the IIA within the framework of the Bereshith Consortium (in which the Company was also a member) and that Hadasit and the Company's rights therein, are subject to the terms and conditions that apply to all of the members thereof under the regulations of the Bereshith Consortium (the "Bereshith Regulations”).
[ * ] = 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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