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SEC Filings

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

Exhibit 10.4
 
[ * ] = 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.

SHARE PURCHASE AND TRANSFER AGREEMENT

THIS SHARE PURCHASE AND TRANSFER AGREEMENT (the "Agreement") is made and entered on June 16, 2017 ("Effective Date"), by and between BioTime, Inc., a California corporation, with offices at 1010 Atlantic Ave., Suite 102, Alameda, CA 94501 ("BioTime") HBL-Hadasit Bio-Holdings Ltd., an Israeli corporation, having its place of business at Jerusalem Bio-Park, 5th Floor Hadassah Ein-Kerem Campus, Jerusalem 91120, Israel ("HBL"), and Cell Cure Neurosciences Ltd., an Israeli corporation, having its place of business at Hadassah Ein Kerem, JBP Bldg, 5th floor, Hebrew University of Jerusalem, Ein Kerem, Jerusalem 9574400, Israel  ("Cell Cure") .

W I T N E S S E T H:

WHEREAS, HBL holds 96,025 Ordinary Shares, par value NIS 0.01 each, of Cell Cure, constituting as of the date hereof, 21.20% of Cell Cure's issued and outstanding share capital (the "Cell Cure Shares"); and

WHEREAS, BioTime wishes to purchase all of the Cell Cure Shares from HBL and HBL desires to sell the Cell Cure Shares to BioTime, in accordance with the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:
 
1.
Sale of the Shares.

  1.1.
Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements contained in this Agreement:

1.2.
HBL shall sell the Cell Cure Shares to BioTime and BioTime shall purchase the Cell Cure Shares from HBL, for an aggregate purchase price of US $[ * ], which equals a price per Cell Cure Share of US $[ * ] (the "Purchase Price"), to be paid to HBL at the Closing (as defined below) in the manner set forth herein.

1.3.
The Purchase Price shall be paid by BioTime to HBL by issuance to HBL of [ * ] shares of BioTime common stock which are listed on the NYSE MKT (the "Traded Stock"), [ * ].

2.
Closing; Delivery

 
2.1.
Closing. Subject to the satisfaction of the conditions set forth in Section 2.2 below, the transactions  contemplated by this Agreement, shall occur through the electronic exchange of documents and signatures on or about 17:00 (Israel time) on the first business day following the entrance into effect of that certain  amendment to the Amended and Restated Research and License Agreement, entered into by them on October 7, 2010, as amended, executed by Cell Cure and Hadasit Medical Research Services and Development Ltd. on June 16, 2017 (unless this condition to the consummation of if the transactions contemplated hereby is waived in writing by both HBL and BioTime), or at such other time as shall be mutually agreed upon in writing by the BioTime and HBL (the “Closing”).

[ * ] = 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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