charges OncoCyte a “Use Fee” for services provided and usage of BioTime facilities, equipment, and supplies. For each
billing period, BioTime prorates and allocates to OncoCyte costs incurred, including costs for services of Bio Time employees
and use of equipment, insurance, leased space, professional services, software licenses, supplies and utilities. The allocation
of costs depends on key cost drivers, including actual documented use, square footage of facilities used, time spent, costs incurred
by BioTime for OncoCyte, or upon proportionate usage by BioTime and OncoCyte, as reasonably estimated by BioTime. BioTime, at
its discretion, has the right to charge OncoCyte a 5% markup on such allocated costs. The allocated cost of BioTime employees
and contractors who provide services is based upon records of the number of hours of such personnel devoted to the performance
Use Fee is determined and invoiced to OncoCyte on a calendar quarterly basis. If the Shared Facilities Agreement terminates prior
to the last day of a billing period, the Use Fee will be determined for the number of days in the billing period elapsed prior
to the termination of the Shared Facilities Agreement. Each invoice will be payable in full by OncoCyte within 30 days after receipt.
Any invoice, or portion thereof, not paid in full when due will bear interest at the rate of 15% per annum until paid, unless
the failure to make a payment is due to any inaction or delay in making a payment by BioTime employees from OncoCyte funds available
for such purpose, rather than from the unavailability of sufficient funds legally available for payment or from an act, omission,
or delay by any employee or agent of OncoCyte. Through March 31, 2018, BioTime has not charged OncoCyte any interest.
addition to the Use Fees, OncoCyte will reimburse BioTime for any out of pocket costs incurred by BioTime for the purchase of
office supplies, laboratory supplies, and other goods and materials and services for the account or use of OncoCyte, provided
that invoices documenting such costs are delivered to OncoCyte with each invoice for the Use Fee. BioTime will have no obligation
to purchase or acquire any office supplies or other goods and materials or any services for OncoCyte, and if any such supplies,
goods, materials or services are obtained for OncoCyte, BioTime may arrange for the suppliers to invoice OncoCyte directly.
Shared Facilities Agreement will remain in effect, unless either party gives the other party written notice stating that the Shared
Facilities Agreement will terminate on December 31 of that year, or unless the agreement is otherwise terminated under another
provision of the agreement.
the aggregate, BioTime allocated and charged to OncoCyte Use Fees of $171,000 and $79,000 for general and administrative expenses
and Use Fees of $220,000 and $317,000 for research and development expenses, during the three months ended March 31, 2018 and
2017, respectively. Those charges to OncoCyte are not reflected in revenues but instead BioTime’s general and administrative expenses
and research and development expenses are shown net of those charges in the condensed consolidated statement of operations.
As of March 31, 2018 and December 31, 2017, BioTime has a $2.1 million receivable from OncoCyte included in receivable from affiliates,
net, on account of Use Fees incurred by OncoCyte under the Shared Facilities Agreement. Since these amounts are due and payable
within 30 days of being invoiced, the receivable is classified as a current asset.
has a similar Shared Facilities Agreement with Asterias under which BioTime and Asterias each may provide use of their respective
facilities, utilities, and personnel to the other party on terms similar to the terms of the Shared Facilities Agreement between
BioTime and OncoCyte. As of March 31, 2018 and
December 31, 2017, there was a net payable to Asterias of $25,000 and $33,000, respectively.
accounts for receivables from affiliates, net of payables to affiliates, if any, for similar shared services and other transactions
BioTime’s consolidated subsidiaries may enter into with nonconsolidated affiliates. BioTime and the affiliates record those
receivables and payables on a net basis since BioTime and the affiliates intend to exercise a right of offset of the receivable
and the payable and to settle the balances net by having the party that owes the other party pay the net balance owed.
with Ascendance Biotechnology, Inc.
March 21, 2018, AgeX and Ascendance Biotechnology, Inc. (“Ascendance”), an equity method investee of AgeX and former
equity method investee of BioTime, entered into an Asset Purchase Agreement (the “Asset Agreement”) in which AgeX
purchased for $800,000 in cash certain assets consisting in value primarily of in-process research and development assets related
to stem cell derived cardiomyocytes (heart muscle cells) to be developed by AgeX. The transaction was considered an asset acquisition
rather than a business combination in accordance with ASC 805-50, Business Combinations. Accordingly, the $800,000 purchase
price was expensed on the acquisition date as acquired in-process research and development as those assets have no alternative
future use. Also on March 21, 2018, BioTime received $0.2 million from Ascendance as settlement of its accounts receivable from