Attached files
| file | filename |
|---|---|
| EX-32 - EXHIBIT 32 - Lineage Cell Therapeutics, Inc. | ex32.htm |
| EX-31 - EXHIBIT 31 - Lineage Cell Therapeutics, Inc. | ex31.htm |
| EX-10.33 - EXHIBIT 10.33 - Lineage Cell Therapeutics, Inc. | ex10_33.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A-2
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from___________ to __________
Commission file number 1-12830
BioTime, Inc.
(Exact name of registrant as specified in its charter)
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California
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94-3127919
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (510) 521-3390
Securities registered pursuant to Section 12(b) of the Act
Title of class Common Shares, no par value
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o
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Accelerated filer x
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Non-accelerated filer o (Do not check if a smaller reporting company)
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Smaller reporting company o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes o No x
The approximate aggregate market value of voting common shares held by non-affiliates computed by reference to the price at which common shares were last sold as of June 30, 2010 was $123,743,749. Shares held by each executive officer and director and by each person who beneficially owns more than 5% of the outstanding common shares have been excluded in that such persons may under certain circumstances be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
The number of common shares outstanding as of March 1, 2011 was 48,357,360
Documents Incorporated by Reference
Portions of Proxy Statement for 2011 Annual Meeting of Shareholders are incorporated by reference in Part III
1
PART IV
Item 15. Exhibits, Financial Statement Schedules
(a-1) Financial Statements.
The following financial statements of BioTime, Inc. are filed in the Form 10-K:
Consolidated balance sheets
Consolidated statements of operations
Consolidated statements of shareholders' deficit
Consolidated statements of cash flows
Notes to Financial Statements
(a-2) Financial Statement Schedules
All schedules are omitted because the required information is inapplicable or the information is presented in the financial statements or the notes thereto.
(a-3) Exhibits.
2
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Exhibit
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Description
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2.1
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Equity and Note Purchase Agreement entered into as of April 28, 2010 by and between ES Cell Australia Limited, Pharmbio Growth Fund Pte Ltd., and Biomedical Sciences Investment Fund Pte., Ltd. 19
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2.2
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Transfer Agreement dated May 3, 2010 between BioTime, Inc. and certain shareholders of ES Cell International Pte. Ltd. 19
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2.3
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Agreement and Plan of Merger dated February 11, 2010, between Glycosan BioSystems, Inc., OrthoCyte Corporation, and BioTime, Inc. *
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3.1
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Articles of Incorporation with all amendments. 18
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3.2
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By-Laws, As Amended. 2
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4.1
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Specimen of Common Share Certificate. 1
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4.2
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Warrant Agreement between BioTime, Inc., Broadwood Partners, L.P., and George Karfunkel. 16
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4.3
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Form of Warrant. 16
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4.4
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Warrant Agreement between BioTime, Inc. and Biomedical Sciences Investment Fund Pte Ltd. 19
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3
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10.1
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Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg. 1
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10.2
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Intellectual Property Agreement between BioTime, Inc. and Judith Segall. 1
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10.3
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2002 Stock Option Plan, as amended. 18
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10.4
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Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 3
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10.5
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Modification of Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 4
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10.6
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Exclusive License Agreement between BioTime, Inc. and CJ Corp. 5
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10.7
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Hextend and PentaLyte Collaboration Agreement between BioTime, Inc. and Summit Pharmaceuticals International Corporation.6
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10.8
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Addendum to Hextend and PentaLyte Collaboration Agreement between BioTime Inc. and Summit Pharmaceuticals International Corporation. 7
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10.9
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Amendment to Exclusive License Agreement between BioTime, Inc. and Hospira, Inc. 8
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10.10
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Hextend and PentaLyte China License Agreement between BioTime, Inc. and Summit Pharmaceuticals International Corporation. 9
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10.11
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Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. 11
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10.12
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Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation. 10
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10.13
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License, Product Production, and Distribution Agreement, dated June 19, 2008, among Lifeline Cell Technology, LLC, BioTime, Inc., and Embryome Sciences, Inc. 12
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10.14
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License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 12
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10.15
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License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
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10.16
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Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
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4
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10.17
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Stem Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc. and Reproductive Genetics Institute. 14
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10.18
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First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation. 14
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10.19
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Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody. 14
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10.20
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Fifth Amendment of Revolving Line of Credit Agreement, dated April 15, 2009. 15
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10.21
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Form of Amendment of Revolving Credit Note. 15
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10.22
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Fifth Amendment of Security Agreement, dated April 15, 2009. 15
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10.23
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Stock and Warrant Purchase Agreement between BioTime, Inc. and George Karfunkel. 16
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10.24
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Stock and Warrant Purchase Agreement between BioTime, Inc. and Broadwood Partners, L.P. 16
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10.25
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Registration Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and George Karfunkel.16
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10.26
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Co-Exclusive OEM Supply Agreement, date July 7, 2009, between Embryome Sciences, Inc. and Millipore Corporation (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 17
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10.27
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Stock Purchase Agreement between OncoCyte Corporation and George Karfunkel. 18
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10.28
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Registration Rights Agreement between OncoCyte Corporation and George Karfunkel. 18
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10.29
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Employment Agreement, dated August 3, 2009, between BioTime, Inc. and Walter Funk. 19
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10.30
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Sublease Agreement for 20 Biopolis #05-05/06 Centros, Singapore between Bioprocessing Technology Institute, Biomedical Sciences Institutes and ES Cell International Pte. Ltd. 20
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10.31
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Share Purchase Agreement, dated October 7, 2010, by and among Cell Cure Neurosciences, Limited, Teva Pharmaceutical Industries, Ltd, HBL-Hadasit Bio-Holdings, Ltd., and BioTime, Inc. 21
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10.32
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Amended and Restated Shareholders Agreement, dated October 7, 2010, by and among ES Cell International Pte. Ltd, BioTime, Inc., Teva Pharmaceutical Industries, Limited, HBL-Hadasit Bio-Holdings, Ltd., and Cell Cure Neurosciences Ltd. *
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Research and Exclusive License Option Agreement, dated October 7, 2010, between Teva Pharmaceutical Industries, Ltd. and Cell Cure Neurosciences Ltd. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).**
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10.34
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Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. *
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10.35
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Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. *
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5
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10.36
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Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research. *
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10.37
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Stock Purchase Agreement, dated December 29, 2010, between Embryome Sciences, Inc. and Life Extension Foundation. *
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10.38
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Stock Purchase Agreement, dated December 30, 2010, between Embryome Sciences, Inc. and Geothermal Coring, S.A. *
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10.39
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Co-Exclusive Supply Agreement, Dated December 8, 2010, between BioTime Asia Limited and Shanghai Genext Medical Technology Co. Ltd *
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10.40
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OncoCyte Corporation 2010 Stock Option Plan Form of OncoCyte Corporation Stock Option Agreement *
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10.41
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OrthoCyte Corporation 2010 Stock Option Plan Form of OrthoCyte Corporation Stock Option Agreement *
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10.42
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BioTime Asia, Limited 2010 Stock Option Plan Form of BioTime Asia, Limited Stock Option Agreement *
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10.43
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ReCyte Therapeutics, Inc. 2010 Stock Option Plan Form of ReCyte Therapeutics, Inc. Stock Option Agreement *
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10.44
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Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. *
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10.45
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Memorandum of Tenancy, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation *
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10.46
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Genome Office Tenancy Renewal, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte Ltd. and Jurong Town Corporation *
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21.1
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List of Subsidiaries *
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Rule 13a-14(a)/15d-14(a) Certification. **
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Section 1350 Certification.**
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6
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1
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Incorporated by reference to Registration Statement on Form S-1, File Number 33-44549 filed with the Securities and Exchange Commission on December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 6, 1992 and March 7, 1992, respectively.
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2
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Incorporated by reference to Registration Statement on Form S-1, File Number 33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.
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3
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Incorporated by reference to BioTime’s Form 8-K, filed April 24, 1997.
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4
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Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 1999.
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5
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Incorporated by reference to BioTime’s Form 10-K/A-1 for the year ended December 31, 2002.
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6
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Incorporated by reference to BioTime’s Form 8-K, filed December 30, 2004.
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7
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Incorporated by reference to BioTime’s Form 8-K, filed December 20, 2005.
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8
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Incorporated by reference to BioTime’s Form 8-K, filed January 13, 2006.
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9
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Incorporated by reference to BioTime’s Form 8-K, filed March 30, 2006.
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10
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Incorporated by reference to BioTime’s Form 8-K, filed January 9, 2008.
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11
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Incorporated by reference to BioTime’s Form 10-KSB for the year ended December 31, 2007.
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12
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Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2008.
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13
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Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2008.
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14
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Incorporated by reference to BioTime’s Form 10-K for the year ended December 31, 2008.
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15
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Incorporated by reference to BioTime’s Form 8-K filed April 17, 2009.
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16
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Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2009.
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17
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Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2009.
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18
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Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2009.
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19
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Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2010.
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20
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Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2010.
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21
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Incorporated by reference to BioTime’s Form 8-K filed October 19, 2010.
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*
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Previously filed.
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**
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Filed herewith.
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7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized on the 30 day of June, 2011.
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BIOTIME, INC.
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By:
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/s/Michael D. West
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Michael D. West, Ph.D.
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Chief Executive Officer
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8
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Exhibit
Numbers
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Description
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2.1
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Equity and Note Purchase Agreement entered into as of April 28, 2010 by and between ES Cell Australia Limited, Pharmbio Growth Fund Pte Ltd., and Biomedical Sciences Investment Fund Pte Ltd. 19
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2.2
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Transfer Agreement dated May 3, 2010 between BioTime, Inc. and certain shareholders of ES Cell International Pte. Ltd. 19
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2.3
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Agreement and Plan of Merger, dated February 11, 2010, between Glycosan BioSystems, Inc., OrthoCyte Corporation, and BioTime, Inc. *
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3.1
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Articles of Incorporation with all amendments. 18
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3.2
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By-Laws, As Amended. 2
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4.1
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Specimen of Common Share Certificate. 1
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4.2
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Warrant Agreement between BioTime, Inc., Broadwood Partners, L.P., and George Karfunkel. 16
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4.3
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Form of Warrant. 16
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4.4
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Warrant Agreement between BioTime, Inc. and Biomedical Sciences Investment Fund Pte Ltd. 19
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10.1
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Intellectual Property Agreement between BioTime, Inc. and Hal Sternberg. 1
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10.2
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Intellectual Property Agreement between BioTime, Inc. and Judith Segall. 1
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10.3
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2002 Stock Option Plan, as amended. 18
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10.4
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Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 3
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10.5
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Modification of Exclusive License Agreement between Abbott Laboratories and BioTime, Inc. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 4
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10.6
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Exclusive License Agreement between BioTime, Inc. and CJ Corp. 5
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10.7
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Hextend and PentaLyte Collaboration Agreement between BioTime, Inc. and Summit Pharmaceuticals International Corporation.6
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10.8
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Addendum to Hextend and PentaLyte Collaboration Agreement Between BioTime Inc. and Summit Pharmaceuticals International Corporation. 7
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10.9
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Amendment to Exclusive License Agreement Between BioTime, Inc. and Hospira, Inc. 8
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9
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10.10
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Hextend and PentaLyte China License Agreement Between BioTime, Inc. and Summit Pharmaceuticals International Corporation. 9
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10.11
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Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Michael D. West. 11
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10.12
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Commercial License and Option Agreement between BioTime and Wisconsin Alumni Research Foundation. 10
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10.13
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License, Product Production, and Distribution Agreement, dated June 19, 2008, among Lifeline Cell Technology, LLC, BioTime, Inc., and Embryome Sciences, Inc. 12
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10.14
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License Agreement, dated July 10, 2008, between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 12
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10.15
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License Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
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10.16
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Sublicense Agreement, dated August 15, 2008 between Embryome Sciences, Inc. and Advanced Cell Technology, Inc. 13
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10.17
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Stem Cell Agreement, dated February 23, 2009, between Embryome Sciences, Inc. and Reproductive Genetics Institute. 14
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10.18
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First Amendment of Commercial License and Option Agreement, dated March 11, 2009, between BioTime and Wisconsin Alumni Research Foundation. 14
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10.19
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Employment Agreement, dated October 10, 2007, between BioTime, Inc. and Robert Peabody. 14
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10.20
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Fifth Amendment of Revolving Line of Credit Agreement, dated April 15, 2009. 15
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10.21
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Form of Amendment of Revolving Credit Note. 15
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10.22
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Fifth Amendment of Security Agreement, dated April 15, 2009. 15
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10.23
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Stock and Warrant Purchase Agreement between BioTime, Inc. and George Karfunkel. 16
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10.24
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Stock and Warrant Purchase Agreement between BioTime, Inc. and Broadwood Partners, L.P. 16
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10.25
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Registration Rights Agreement between BioTime, Inc., Broadwood Partners, L.P. and George Karfunkel.16
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10.26
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Co-Exclusive OEM Supply Agreement, date July 7, 2009, between Embryome Sciences, Inc. and Millipore Corporation (Portions of this exhibit have been omitted pursuant to a request for confidential treatment). 17
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10
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10.27
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Stock Purchase Agreement between OncoCyte Corporation and George Karfunkel. 18
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10.28
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Registration Rights Agreement between OncoCyte Corporation and George Karfunkel. 18
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10.29
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Employment Agreement, dated August 3, 2009, between BioTime, Inc. and Walter Funk. 19
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10.30
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Sublease Agreement for 20 Biopolis #05-05/06 Centros, Singapore between Bioprocessing Technology Institute, Biomedical Sciences Institutes and ES Cell International Pte. Ltd. 20
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10.31
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Share Purchase Agreement, dated October 7, 2010, by and among Cell Cure Neurosciences, Limited, Teva Pharmaceutical Industries, Ltd, HBL-Hadasit Bio-Holdings, Ltd., and BioTime, Inc. 21
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10.32
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Amended and Restated Shareholders Agreement, dated October 7, 2010, by and among ES Cell International Pte. Ltd, BioTime, Inc., Teva Pharmaceutical Industries, Limited, HBL-Hadasit Bio-Holdings, Ltd., and Cell Cure Neurosciences Ltd. *
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Research and Exclusive License Option Agreement, dated October 7, 2010, between Teva Pharmaceutical Industries, Ltd. and Cell Cure Neurosciences Ltd. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment).**
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10.34
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Amended and Restated Research and License Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. *
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10.35
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Additional Research Agreement, dated October 7, 2010, between Hadasit Medical Research Services and Development Ltd. and Cell Cure Neurosciences Ltd. *
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10.36
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Exclusive License Agreement, dated November 20, 2007, between Cell Targeting, Inc. and Burnham Institute for Medical Research. *
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10.37
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Stock Purchase Agreement, dated December 29, 2010, between Embryome Sciences, Inc. and Life Extension Foundation. *
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10.38
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Stock Purchase Agreement, dated December 30, 2010, between Embryome Sciences, Inc. and Geothermal Coring, S.A. *
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10.39
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Co-Exclusive Supply Agreement, dated December 8, 2010, between BioTime Asia Limited and Shanghai Genext Medical Technology Co. Ltd *
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10.40
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OncoCyte Corporation 2010 Stock Option Plan Form of OncoCyte Corporation Stock Option Agreement *
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10.41
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OrthoCyte Corporation 2010 Stock Option Plan Form of OrthoCyte Corporation Stock Option Agreement *
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10.42
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BioTime Asia, Limited 2010 Stock Option Plan Form of BioTime Asia Limited Stock Option Agreement *
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11
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10.43
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ReCyte Therapeutics, Inc. 2010 Stock Option Plan Form of ReCyte Therapeutics, Inc. Stock Option Agreement *
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10.44
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|
Lease, dated October 28, 2010, between SKS Harbor Bay Associates, LLC and BioTime, Inc. *
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10.45
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|
Memorandum of Tenancy, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation *
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10.46
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|
Genome Office Tenancy Renewal, Renewal of Tenancy and letters of offer and acceptance of renewal of tenancy between ES Cell International Pte. Ltd. and Jurong Town Corporation *
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21.1
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List of Subsidiaries *
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Rule 13a-14(a)/15d-14(a) Certification. **
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Section 1350 Certification.**
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1
|
Incorporated by reference to Registration Statement on Form S-1, File Number 33-44549 filed with the Securities and Exchange Commission on December 18, 1991, and Amendment No. 1 and Amendment No. 2 thereto filed with the Securities and Exchange Commission on February 6, 1992 and March 7, 1992, respectively.
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2
|
Incorporated by reference to Registration Statement on Form S-1, File Number 33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.
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3
|
Incorporated by reference to BioTime’s Form 8-K, filed April 24, 1997.
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4
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 1999.
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5
|
Incorporated by reference to BioTime’s Form 10-K/A-1 for the year ended December 31, 2002.
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6
|
Incorporated by reference to BioTime’s Form 8-K, filed December 30, 2004.
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12
|
7
|
Incorporated by reference to BioTime’s Form 8-K, filed December 20, 2005.
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8
|
Incorporated by reference to BioTime’s Form 8-K, filed January 13, 2006.
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9
|
Incorporated by reference to BioTime’s Form 8-K, filed March 30, 2006.
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10
|
Incorporated by reference to BioTime’s Form 8-K, filed January 9, 2008.
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11
|
Incorporated by reference to BioTime’s Form 10-KSB for the year ended December 31, 2007.
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12
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2008.
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13
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2008.
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14
|
Incorporated by reference to BioTime’s Form 10-K for the year ended December 31, 2008.
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15
|
Incorporated by reference to BioTime’s Form 8-K filed April 17, 2009.
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16
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2009.
|
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17
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2009.
|
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18
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2009.
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19
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended March 31, 2010.
|
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20
|
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended June 30, 2010.
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21
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Incorporated by reference to BioTime’s Form 8-K filed October 19, 2010.
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*
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Previously filed.
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**
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Filed herewith.
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13