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SEC Filings

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

Payment of the Monthly Consulting Fee and the Additional Consulting Fee (if applicable) shall be made in [ * ]. Payment of the Monthly Consulting Fee shall be made by the Company to Hadasit by no later than [ * ] after the submission of an itemized invoice by Hadasit for each month, indicating the tasks performed by the Scientist during such month and the time devoted by each of them to such tasks. At the end of each consecutive three-month period commencing on the Effective Date (each a “Quarter”) Hadasit shall send to the Company a statement setting forth the average monthly hours worked by the Scientist in such Quarter, and in the event that the average monthly hours worked by the Scientist in such Quarter exceeds [ * ], the Company shall pay to Hadasit the Additional Consulting Fee due for such excess hours by no later than [ * ] after the submission of Hadasit’s invoice for the same.
The Company shall [ * ] which may be due and payable by Hadasit or the Scientist in respect of the Consulting Fee, in accordance with applicable law.
No additional consideration will be payable to Hadasit or the Scientist in connection with the performance of the Work other than as expressly set out hereunder. For the avoidance of any doubt, the Scientist is not entitled to any consideration whatsoever directly from the Company in respect to the Work or under this Agreement and Hadasit shall be solely responsible for any consideration due to the Scientist for his involvement in carrying out the Work, including any social or other benefits.
Should part of the Work need to be performed outside of the HMO facilities, all [ * ]. For the removal of doubt it is agreed that all Work outside HMO facilities shall be coordinated in advance with the Scientist, and shall be subject to his availability taking into consideration his pre-existing commitments and his duties at HMO.
The Scientist agrees and undertakes that for as long as he is engaged by or otherwise performs services for the Company in his capacity as [ * ] and for a period of [ * ] thereafter, as applicable, he [ * ].
Should the Company intend to commence [ * ]
[ * ].
To remove any doubt, it is emphasized that no employee-employer, partnership, joint venture or principal-agent relationship exists between the Company on the one hand, and the Scientist and/or Hadasit on the other hand. The parties hereby deny and waive any demand, claim and/or allegation that an employment relationship of any kind has resulted from this Agreement or from the performance of the Work. It is agreed between the parties that, in the event that a duly authorized legal body or other authorized forum, orders the Company to grant Hadasit and/or  the Scientist the rights and privileges of an employee for the Work performed in accordance with this Agreement, the applicable Party will not be entitled to the Consulting Fee as provided in Section 9 above, but to the Consulting Fee less any amount that the Company will have to pay following the decision of a duly authorized legal body or other authorized forum. Hadasit shall reimburse the Company in respect of any cost or expense (including reasonable legal fees and expenses), imposed on and when incurred, by the Company against decision by any competent judicial authority, of the existence of an employment relationship between the Company, on the one hand, and  the Scientist and/or Hadasit on the other hand.
[ * ] = 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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