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SEC Filings

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

2.2.
The Work Plan contains a detailed break-down of the duties, obligations and responsibilities of Hadasit. The Work Plan includes, among other things, a time frame for the preparation and delivery of the Licensed Materials that have not yet been provided to the Company pursuant to Annex B of the License Agreement.

2.3.
The Work shall be performed solely at the HMO Facilities or on the premises of the Company.

2.4.
In the performance of the Work, [ * ] and his team shall not knowingly utilize Controlled IP or any Intellectual Property which is proprietary to Hadasit (other than Licensed Patents, Hadasit IP or Joint IP) or any third party, without the Company’s prior written consent.

2.5.
The Work Plan may be supplemented and updated from time to time in accordance with actual progress and the production needs of the Company, provided that any changes in the tasks or time frames must be mutually agreed by the CEO of the Company and by [ * ].  Any change in Schedule A shall require the written consent of Hadasit and the Company.

  2.6.
Hadasit hereby represents and warrants that it is authorized to enter into this agreement and shall procure that HMO provides the necessary resources to enable Hadasit and [ * ] to perform their obligations hereunder.

3.
[ * ]  AND HIS TEAM

3.1.
The Work Plan shall be conducted under the direct supervision of Professor [ * ], a researcher at Hadassah Medical Organization [ * ].  In the event that [ * ] ceases to be available for purpose of the Work, Hadasit shall be responsible, within [ * ] days from the date [ * ] is no longer available for such purpose, for the procurement of a substitute by a suitably qualified person, who shall be acceptable to the Company, in its sole discretion. In the event that Hadasit fails to provide a substitute for [ * ] within the prescribed [ * ] day period, then the Company shall, as its sole remedy, be entitled to terminate this Agreement by rendering Hadasit written notice with immediate effect.

3.2.
The Work shall be performed by a team comprising employees of HMO, Hadasit, the Hadassah Medical Organization and the Research Fund of the Hadassah Medical Organization (the “HMO Team”), who shall be dedicated to the Work for a number of hours equivalent to up to [ * ] full time employees (the “FTE’s”). The initial members of the HMO Team are set forth in Schedule A. [ * ] shall be entitled to add and replace members of the HMO Team from time to time, and to change number of hours dedicated by each of them to the Work, provided that the total number of hours shall not exceed [ * ] FTEs and provided that all members of the HMO Team shall have the qualifications, training and experience necessary to perform the tasks assigned to them. [ * ] shall notify the Company of any change in the personnel comprising the HMO Team and the hours to be worked by them, and shall provide the Company with the names, qualifications and experience of new members. Moreover, [ * ] will be receptive to the preferences of the Company regarding new members of the HMO Team.
 
[ * ] = 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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