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SEC Filings

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

5.
This Agreement shall be effective subject to the Second Amended and Restated License Agreement between the Company and Hadasit going into effect (the "License Agreement" and the "Effective Date", respectively) and unless earlier terminated pursuant to any of the provisions of Section 7 below, shall remain in force until the date of the dosing of the 1st patient in the Phase IIb clinical trial of OpRegen or the date of the dosing of the first patient in a Phase III clinical  trial of OpRegen, whichever is the first to occur.
 
6.
The Company may terminate this Agreement upon 30 (thirty) days prior written notice specifying the breach (the “Notice Period”), if the Scientist:
 
  6.1.1.
is convicted of a felony or is held liable by a court of competent jurisdiction for fraud against the Company;
 
6.1.2.
is accused of embezzlement of the Company's funds;
 
  6.1.3.
alleges that he is an employee of the Company;
 
  6.1.4.
challenges the validity of the Company's Intellectual Property and/or Company IP (as both terms are defined in the Second Amendment) or breaches the provisions of Section 14 below.
 
  6.1.5.
breaches Sections 8 or 11 of the License Agreement and does not remedy such breach, if capable of being remedied, within the Notice Period;
 
  6.1.6.
is in material breach of any other obligations hereunder  does not remedy such breach, if capable of being remedied, within the Notice Period. .
 
7.
Hadasit may terminate this Agreement by 30 (thirty) days prior written notice.
 
8.
Hadasit and the Scientist hereby represent and warrant that:
 
  8.1.
the Scientist has the experience and capability to perform the Work in accordance with this Agreement; and
 
  8.2.
the terms of this Agreement do not conflict with or contravene the terms of employment of the Scientist by any entity or institution and/or any regulations and/or policies of such entity or institution which may be applicable to the Scientist.
 
9.
The Scientist shall devote [ * ] (on average) for the performance of the Work. Hadasit shall be entitled to a fixed monthly consulting fee for the time worked by the Scientist up to the average monthly hours per calendar month above, which shall be equal to [ * ] (the "Monthly Consulting Fee"). In the event that the number of hours worked by the Scientist on average exceeds the monthly average set forth above, then the Company shall pay to Hadasit an additional fee equal to [ * ], which shall be calculated and payable in the manner set forth in Section 10 below (the “Additional Consulting Fee”, and together with the Monthly Consulting Fee, the “Consulting Fee”). For the avoidance of doubt, [ * ]. The Parties will meet at [ * ] following the Effective Date to review and discuss the actual number of hours worked by the Scientist over the preceding [ * ], and if the number of hours worked by the Scientist deviates by more than [ * ] from the monthly average set forth above, the [ * ] may propose changes to the arrangement set forth herein, provided that no such changes shall be made unless agreed to in writing by all of the parties.
 
[ * ] = 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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