FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013

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   000-55046
 
Asterias Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
46-1047971
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)

230 Constitution Drive
Menlo Park, California 94025
 (Address of principal executive offices)

(650) 433-2900
(Registrant's telephone number, including area code)

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.  T   Yes  o    No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x   Yes  o    No

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.

Large accelerated filer
o
 
Accelerated filer
o
Non-accelerated filer
T
(Do not check if a smaller reporting company)
Smaller reporting company
o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes T No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 6,537,779 shares of Series A common stock, $0.0001 par value, and 23,961,040 shares of Series B common stock, $0.0001 par value, as of November 12, 2013.
 
PART 1--FINANCIAL INFORMATION

Statements made in this Report that are not historical facts may constitute forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those discussed. Such risks and uncertainties include but are not limited to those discussed in this report. Words such as “expects,” “may,” “will,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and similar expressions identify forward-looking statements.

References to “Asterias,” “are” or “we” means Asterias Biotherapeutics, Inc.

The description or discussion, in this Form 10-Q, of any contract or agreement is a summary only and is qualified in all respects by reference to the full text of the applicable contract or agreement.
2
Item 1.
Financial Statements

ASTERIAS BIOTHERAPEUTICS, INC.
(a company in the development stage)

BALANCE SHEETS

 
 
September 30, 2013
(Unaudited)
   
December 31,
2012
 
ASSETS
 
   
 
CURRENT ASSETS
 
   
 
Cash
 
$
91,579
   
$
-
 
Prepaid expenses and other current assets
   
224,171
     
4,011
 
Total current assets
315,750 4,011
 
NONCURRENT ASSETS
               
Equipment and furniture, net
   
1,480,192
     
-
 
Deposits
   
54,423
     
-
 
Total noncurrent assets
    1,534,615       -  
TOTAL ASSETS
 
$
1,850,365
   
$
4,011
 
 
               
LIABILITIES AND STOCKHOLDERS' DEFICIT
               
CURRENT LIABILITIES
               
Amount due to BioTime
 
$
6,392,155
   
$
761,164
 
Accounts payable
   
353,744
     
-
 
Accrued liabilities
   
234,907
     
-
 
Total noncurrent liabilities
    6,980,806       761,164  
TOTAL LIABILITIES
 
 
6,980,806
   
 
761,164
 
 
               
Commitments and contingencies (see Note 8)
               
 
               
STOCKHOLDERS’ DEFICIT
               
Preferred Stock, $0.0001 par value, authorized 5,000,000 shares; none issued and  outstanding
   
-
     
-
 
Common Stock, $0.0001 par value, authorized 75,000,000 shares Series A, $0.0001 par value, and 75,000,000 shares Series B, $0.0001 par value; no shares Series A common stock and 51,700 shares Series B common stock issued and outstanding at September 30, 2013 and December 31, 2012 respectively
   
5
     
5
 
Additional paid-in capital
   
493,169
     
51,735
 
Deficit accumulated during the development stage
   
(5,573,615
)
   
(758,893
)
Subscription receivable
   
(50,000
)
   
(50,000
)
Total stockholders’ deficit
   
(5,130,441
)
   
(757,153
)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
$
1,850,365
   
$
4,011
 

See accompanying notes to the interim financial statements.

3
ASTERIAS BIOTHERAPEUTICS, INC.
(a company in the development stage)

STATEMENTS OF OPERATIONS
(UNAUDITED)

 
 
Period Ended September 30,
2013
   
Period from Inception
(September 24, 2012) to
 
 
 
 
Three months
   
 
Nine months
   
September 30,
2012
   
September 30,
2013
 
Research and development
 
$
(1,149,059
)
 
$
(1,931,048
)
 
$
-
   
$
(1,931,048
)
General and administrative
 
 
(1,523,732
)
 
 
(2,888,028
)
 
 
(32,308
)
 
 
(3,646,591
)
Total expenses
 
 
(2,672,791
)
 
 
(4,819,076
)
 
 
(32,308
)
 
 
(5,577,639
)
 
                               
Loss from operations
   
(2,672,791
)
   
(4,819,076
)
    (32,308 )    
(5,577,639
)
 
                               
OTHER INCOME/EXPENSES
                               
Gain on sale of fixed assets
 
 
2,430
   
 
2,430
   
 
-
   
 
2,430
 
Other income/(expenses), net
 
 
1,833
   
 
1,924  
 
(30
)
 
 
1,594
 
Total other income/(expenses), net
 
 
4,263
   
 
4,354
 
 
(30
)
 
 
4,024
 
 
                               
NET LOSS
 
$
(2,668,528
)
 
$
(4,814,722
)
 
$
(32,338
)
 
$
(5,573,615
)
 
                               
Basic and diluted net loss per common share $ (51.62 ) $ (93.13 ) $ (0.64 ) $ (107.84 )
 
Weighted average common shares outstanding used to compute net loss per common share, basic and diluted
   
51,700
     
51,700
     
50,850
     
51,686
 

See accompanying notes to the interim financial statements.
4
ASTERIAS BIOTHERAPEUTICS, INC.
(a company in the development stage)

STATEMENT OF STOCKHOLDERS’ DEFICIT

                       
Accumulated
         
                       
Deficit
         
   
Common Stock
   
Additional
   
During the
         
    Series A    
Series B
   
Paid-In
   
Development
    Subscription    
Stockholders’
 
    Shares     Amount     Shares     Amount    
Capital
   
Stage
   
Receivable
   
Deficit
 
Common stock issued to BioTime on September 24, 2012 (date of inception)
   
-
   
$
-
     
50,000
   
$
5
   
$
49,995
   
$
-
   
$
(50,000
)
 
$
-
 
Common stock issued to officer on September 27, 2012
   
-
     
-
     
1,700
     
-
     
1,740
     
-
     
-
     
1,740
 
Net loss
   
-
     
-
     
-
     
-
     
-
     
(758,893
)
   
-
     
(758,893
)
Balance at December 31, 2012
   
-
     
-
     
51,700
     
5
     
51,735
     
(758,893
)
   
(50,000
)
   
(757,153
)
Stock-based compensation
   
-
     
-
     
-
     
-
     
441,434
     
-
     
-
     
441,434
 
Net loss
   
-
     
-
     
-
     
-
     
-
     
(4,814,722
)
   
-
     
(4,814,722
)
Balance at September 30, 2013 (Unaudited)
   
-
   
$
-
     
51,700
   
$
5
   
$
493,169
   
$
(5,573,615
)
 
$
(50,000
)
 
$
(5,130,441
)

See accompanying notes to the interim financial statements
5
ASTERIAS BIOTHERAPEUTICS, INC.
(a company in the development stage)

 STATEMENTS OF CASH FLOWS
 (UNAUDITED)

 
 
 
Nine months ended
   
Period from Inception
(September 24, 2012) to
 
 
 
September 30,
2013
   
September 30,
2012
   
September 30,
2013
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
   
   
 
Net loss
 
$
(4,814,722
)
 
$
(32,338
)
 
$
(5,573,615
)
Adjustments to reconcile net loss to net cash used in operating activities:
                       
Depreciation expense
   
95,244
     
-
     
95,244
 
Stock-based compensation
   
441,434
     
-
     
441,434
 
Gain on sale of equipment and furniture
   
(2,430
)
   
-
     
(2,430
)
Changes in operating assets and liabilities:
                       
Prepaid expenses and other current assets
   
(220,160
)
   
30
   
(222,431
)
Accounts payable
   
353,744
     
-
     
353,744
 
Accrued liabilities
   
234,907
     
-
     
234,907
 
Net cash used in operating activities
   
(3,911,983
)
   
(32,308
)
   
(4,673,147
)
 
                       
CASH FLOWS FROM INVESTING ACTIVITIES:
                       
Purchase of equipment and furniture
   
(1,600,506
)
   
-
     
(1,600,506
)
Proceeds from sale of equipment and furniture
   
27,500
     
-
     
27,500
 
Payment of security deposits
   
(54,423
)
   
-
     
(54,423
)
Net cash used in investing activities
   
(1,627,429
)
   
-
     
(1,627,429
)
 
                       
CASH FLOWS FROM FINANCING ACTIVITIES:
                       
Amount due to BioTime
   
5,630,991
     
32,308
     
6,392,155
 
Net cash provided by financing activities
   
5,630,991
     
32,308
     
6,392,155
 
 
                       
Net increase in cash:
                       
Cash at beginning of period
   
-
     
-
     
-
 
Cash at end of period
 
$
91,579
   
$
-
   
$
91,579
 
 
                       
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
                       
Common stock issued upon investment by BioTime
 
$
-
   
$
50,000
   
$
50,000
 
Common stock issued in exchange for non-cash consideration in connection with investment by officer
 
$
-
   
$
1,740
   
$
1,740
 

See accompanying notes to the interim financial statements.
6
ASTERIAS BIOTHERAPEUTICS, INC.
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)

1. Organization, Basis of Presentation, and Summary of Select Significant Accounting Policies

Asterias Biotherapeutics, Inc. (a company in the development stage) (“Asterias”) was incorporated in Delaware on September 24, 2012.  Through September 30, 2013, Asterias was a majority-owned and controlled subsidiary of BioTime, Inc. (“BioTime”).  Although the Asset Contribution Agreement with BioTime and other non-related parties that closed on October 1, 2013 (See Note 2) reduced BioTime’s common stock ownership percentage of Asterias, Asterias continues to be a majority-owned and controlled subsidiary of BioTime.

Asterias’ primary focus is the emerging field of regenerative medicine. Asterias’ core technologies center on stem cells capable of becoming all of the cell types in the human body, a property called pluripotency.  Asterias plans to develop therapeutic products from “pluripotent” stem cells to treat diseases or injuries in a variety of medical fields, including neurology, oncology, cardiology, metabolic diseases, ophthalmology, orthopedics, and blood and vascular diseases.

Asterias is considered to be in the development stage as defined in Statement of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) Topic 915, “ Development Stage Entities ,” and is subject to the risks associated with activities of development stage companies.

At September 30, 2013 and December 31, 2012, Asterias had generated no revenue.  Asterias’ activities through September 30, 2013 primarily related to Asterias’ formation, the execution of the Asset Contribution Agreement described below, and preparation for the start of its planned research and development operations following the acquisition of assets under the Asset Contribution Agreement.  Certain other expenses are primarily attributed to rent and utilities and general overhead expenses.  Asterias has selected December 31 as its fiscal year end.

2. Asset Contribution Agreement with BioTime and Geron Corporation

On January 4, 2013, Asterias entered into an Asset Contribution Agreement with BioTime and Geron Corporation (“Geron”) pursuant to which BioTime and Geron agreed to concurrently contribute certain assets to Asterias in exchange for shares of Asterias common stock.

Acquired Assets

Under the Asset Contribution Agreement, BioTime and Geron agreed to contribute the following assets to Asterias (the “Asset Contribution”):

From Geron:

 
·
certain patents and patent applications and all related active prosecution cases, trade secrets, know-how and certain other intellectual property rights, and all of Geron’s goodwill with respect to the technology of Geron directly related to the research, development and commercialization of certain products and know-how related to human embryonic stem (“hES”) cells;

 
·
certain biological materials and reagents (including master and working cell banks, original and seed banks, and research, pilot and GMP grade lots and finished product);

 
·
certain laboratory equipment;

 
·
certain contracts;

 
·
certain books, records, lab notebooks, clinical trial documentation, files and data;

7
 
·
certain regulatory filings, including the investigational new drug applications filed with the United States Food and Drug Administration for clinical trials for GRNOPC1 for spinal cord injury, including a Phase I safety study of oligodendrocyte progenitor (GRNOPC1) cells in patients with neurologically complete, subacute spinal cord injury, and long term follow up of subjects who received GRNOPC1, and the clinical trials for VAC1 for acute myelogenous leukemia, including a Phase I/II study of active immunotherapy with GRNVAC1, autologous mature dendritic cells transfected with mRNA encoding human telomerase reverse transcriptase (hTERT), in patients with acute myelogenous leukemia (AML) in complete remission (Protocol No. CP06-151) (the “Clinical Trials”); and;
 
 
·
certain abandoned or inactive patents and abandoned or inactive patent applications.
 
From BioTime:

 
·
8,902,077 BioTime common shares, which for purposes of the Asset Contribution Agreement were valued at $30,000,000 based upon the aggregate volume weighted-average per share closing price of BioTime common shares as listed on the NYSE MKT for the twenty (20) consecutive trading days immediately preceding January 4, 2013 (the “Average Price”);
          
 
 
·
Warrants to subscribe for and purchase 8,000,000 additional BioTime common shares (the “BioTime Warrants”) exercisable for a period of five years at a price of $5.00 per share, subject to pro rata adjustment for certain stock splits, reverse stock splits, stock dividends, recapitalizations and other transactions;
            
 
·
forgiveness of a loan in the amount of $5,000,000 ;
 
 
·
10% of the shares of common stock of BioTime’s subsidiary OrthoCyte Corporation issued and outstanding as of January 4, 2013;
 
 
·
6% of the ordinary shares of BioTime’s subsidiary Cell Cure Neurosciences, Ltd. issued and outstanding as of January 4, 2013; and
 
 
·
a quantity of certain hES cell lines produced under “good manufacturing practices” sufficient to generate master cell banks, and non-exclusive, world-wide, royalty-free licenses to use those cell lines and certain patents pertaining to stem cell differentiation technology for any and all purposes.
 
Assumed Liabilities

Under the Asset Contribution Agreement, Asterias agreed to assume all obligations and liabilities of Geron and its affiliates relating to:
 
 
·
The assets contributed by Geron and attributable to periods, events or circumstances after the Asset Contribution;

 
·
obligations of Geron and its affiliates to be performed following the Asset Contribution, under contracts contributed to Asterias;
            
 
·
an appeal filed in the United States District Court in Civil Action No. C12-04813 (the “ViaCyte Appeal”) seeking the reversal of two adverse determinations by the United States Patent and Trademark Office’s Board of Patent Appeals and Interferences with respect to two patent applications in U.S. Patent Interference 105,734, involving US patent 7,510,876 (ViaCyte) and US patent application 11/960,477 (Geron), and U.S. Patent Interference 105,827 involving US patent 7,510,876 (ViaCyte) and US patent application 12/543,875 (Geron).  Asterias will also assume the patent interferences upon which the ViaCyte Appeal is based, as well as certain oppositions filed by Geron against certain ViaCyte, Inc. patent filings in Australia and in the European Patent Office; and
 
 
·
the Clinical Trials.
 
In addition, Asterias agreed to bear certain costs arising after June 30, 2013 through close of the Asset Contribution for the prosecution of patent applications and maintenance of patents to be assigned to Asterias under the Asset Contribution Agreement.

Securities to Be Issued by Asterias to Geron and BioTime

Asterias agreed to issue to Geron and BioTime the following securities at the closing of the Asset Contribution:

8
 
·
To Geron, 6,537,779 shares of Series A common stock, par value $0.0001 per share (“Series A Shares”); and
 
 
·
To BioTime, 21,773,340 shares of Series B common stock, par value $0.0001 per share (“Series B Shares”), and warrants to purchase 3,150,000 Series B Shares, exercisable for a period of three years from the date of issue at an exercise price of $5.00 per share.

Series A Share Distribution

Under the Asset Contribution Agreement, Geron  agreed to distribute to its stockholders, on a pro rata basis, subject to applicable legal requirements and certain other limitations, the 6,537,779 Series A Shares issued to Geron in the Asset Contribution (the “Series A Distribution”).

BioTime Warrants Distribution

Under the Asset Contribution Agreement, Asterias agreed to distribute to the holders of its Series A Shares the 8,000,000 BioTime Warrants contributed to Asterias by BioTime in the Asset Contribution.  Asterias will distribute the BioTime Warrants as promptly as practicable after notice from Geron that the Series A Distribution has been completed.

Stock and Warrant Purchase Agreement

On January 4, 2013 Asterias entered into a Stock and Warrant Purchase Agreement with Romulus Films, Ltd (“Romulus”) pursuant to which Romulus agreed to purchase 2,136,000 Series B Shares and warrants to purchase 350,000 additional Series B Shares for $5,000,000 in cash upon the consummation of the Asset Contribution.

3. Summary of Significant Accounting Policies

Basis of presentation –The financial statements presented herein, and discussed below, have been prepared on a stand-alone basis. The financial statements are presented in accordance with accounting principles generally accepted in the U.S. and with the accounting and reporting requirements of Regulation S-X of the Securities and Exchange Commission ("SEC").  BioTime has consolidated the results of Asterias into BioTime’s consolidated results based on BioTime’s ability to control Asterias’ operating and financial decisions and policies through the ownership of Series B shares of Asterias throughout the periods presented.  BioTime had a 96.7% ownership of the outstanding common stock of Asterias at September 30, 2013 (unaudited) and December 31, 2012. 
 
BioTime allocates expenses such as salaries and payroll related expenses incurred and paid on behalf of Asterias based on the amount of time that particular employees devote to Asterias affairs.  Other expenses such as legal, accounting, travel, and entertainment expenses are allocated to Asterias to the extent that those expenses are incurred by or on behalf of Asterias.  BioTime also allocates certain overhead expenses such as insurance, internet, and telephone expenses based on a percentage determined by management.  These allocations are made based upon activity-based allocation drivers such as time spent, percentage of square feet of office or laboratory space used, and percentage of personnel devoted to Asterias operations or management.  Management evaluates the appropriateness of the percentage allocations on a quarterly basis and believes that this basis for allocation is reasonable.

Unaudited interim financial information – The unaudited interim balance sheet as of September 30, 2013, the unaudited interim statements of operations for the three and nine months ended September 30, 2013, the period from inception (September 24, 2012) to September 30, 2012, the period from inception (September 24, 2012) to September 30, 2013, and the unaudited interim statements of cash flows for the nine months ended September 30, 2013, the period from inception (September 24, 2012) to September 30, 2012, and the period from inception (September 24, 2012) to September 30, 2013 have been prepared by Asterias’ management.   The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly our financial position as of September 30, 2013.   The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the operating results anticipated for the full year of 2013.

Development stage company – Asterias complies with the reporting requirements of ASC 915, “Development Stage Entities.”

Use of estimates – The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

9
Equipment and furniture – Equipment and furniture are stated at cost and are being depreciated using the straight-line method over a period of 36 to 120 months.

Impairment of long-lived assets – Asterias’ long-lived assets, including intangible assets, will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.  If an impairment indicator is present, Asterias will evaluate recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets.  If the assets are impaired, the impairment will be recognized and measured by the amount by which the carrying amount exceeds the estimated fair value of the assets.

Reclassification – Certain prior period amounts have been reclassified to conform to the current period presentation.

 Income taxes   – Asterias’ operations were historically included in BioTime’s consolidated U.S. federal and certain state income tax returns.  The provision for income taxes has been determined as if Asterias had filed separate tax returns for the periods presented.  Accordingly, the effective tax rate of Asterias in future years could vary from its historical effective tax rates depending on the future legal structure of Asterias and related tax elections.  The historical deferred tax assets, including the operating losses and credit carryforwards generated by Asterias, will remain with BioTime. Asterias accounts for income taxes in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) requirements, which prescribe the use of the asset and liability method, whereby deferred tax asset or liability account balances are calculated at the balance sheet date using current tax laws and rates in effect.  Valuation allowances are established when necessary to reduce deferred tax assets when it is more likely than not that a portion or all of the deferred tax assets will not be realized.  The guidance also prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  For those benefits to be recognized, a tax position must be more-likely-than-not sustainable upon examination by taxing authorities.  Asterias will recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense.  No amounts were accrued for the payment of interest and penalties as of September 30, 2013 and December 31, 2012.  Management is currently unaware of any tax issues under review.

Loss per share – Basic net loss per share is computed by dividing net loss attributable to Asterias by the weighted-average number of shares of common stock outstanding for the period.  Diluted net loss per share reflects the weighted-average number of shares of common stock outstanding plus the potential effect of dilutive securities or contracts which are convertible to common stock, such as options and warrants (using the treasury stock method) and shares issuable in future periods, except in cases where the effect would be anti-dilutive.

The computations of basic and diluted net loss per share are as follows:
 
As of September 30, 2013
(Unaudited)
Period from Inception
(September 24, 2012) to
(Unaudited)
 
Three
months
Nine
months
September 30,
2012
September 30,
2013
Net loss
 
$
(2,668,528
)  
$
(4,814,722
)   
$
(32,338
)   
$
(5,573,615
) 
Weighted average common shares of common stock – basic and diluted
   
51,700
     
51,700
     
50,850
     
51,686
 
Net loss per share – basic and diluted
 
$
(51.62 )  
$
(93.13 )  
$
(0.64 )  
$
(107.84 )

10
The following common stock equivalents were excluded from the computation of diluted net loss per share of common stock for the periods presented because including them would have been antidilutive:
 
 
 
As of September 30, 2013
(Unaudited)
   
Period from Inception
(September 24, 2012) to
(Unaudited)
 
 
 
Three
months
   
Nine
months
   
September 30,
2013
   
September 30,
2012
 
Stock options under Equity Incentive Plan
  2,755,000     2,755,000     2,755,000     -  
 
Effect of recently issued and recently adopted accounting pronouncements – There are no recently issued accounting standards which are not yet effective which Asterias believes would materially impact the financial statements.

4. Balance Sheet Components

Equipment and Furniture, Net

At September 30, 2013 and December 31, 2012, equipment and furniture were comprised of the following:

 
 
September 30,
2013
   
December 31,
 
 
 
(Unaudited)
   
2012
 
 
Equipment and furniture
 
$
1,575,436
   
$
-
 
Accumulated depreciation
   
(95,244
)
   
-
 
Equipment and furniture, net
 
$
1,480,192
   
$
-
 

Depreciation expense amounted to $95,244 and $0 for the nine months ended September 30, 2013 and 2012, respectively.

Prepaid Expenses and Other Current Assets

At September 30, 2013 and December 31, 2012, prepaid expenses and other current assets were comprised of the following:

 
 
September 30,
2013
   
December 31,
 
 
 
(Unaudited)
   
2012
 
 
Prepaid rent
 
$
190,319
   
$
-
 
Investment in stock
   
3,350
     
1,410
 
Other prepaid expenses and current assets
   
30,502
     
2,601
 
Prepaid expenses and other current assets
 
$
224,171
   
$
4,011
 

Accrued Liabilities

At September 30, 2013 and December 31, 2012, accrued liabilities were comprised of the following:

 
 
September 30,
2013
   
December 31,
 
 
 
(Unaudited)
   
2012
 
 
Legal expenses
 
$
178,420
   
$
-
 
Other accrued expenses
   
56,487
     
-
 
Accrued liabilities
 
$
234,907
   
$
-
 

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5. Liquidity

Asterias has incurred operating losses and negative cash flow since inception, and had an accumulated deficit of $5,573,615 (unaudited) and $758,893 as of September 30, 2013 and December 31, 2012, respectively.  Asterias plans to invest significant resources in research and development in the field of regenerative medicine.  Asterias expects to continue to incur operating losses and negative cash flows.  BioTime funded Asterias’ business activities from inception through September 30, 2013.

6. Related Party Transactions

 On September 24, 2012, Asterias issued 50,000 Series B Shares to BioTime for $1.00 per share and on September 27, 2012, issued 1,700 Series B Shares to an officer in exchange for 1,000 shares of common stock of a publicly traded company other than BioTime with a market value of $1,740 at the time of investment.  Those were the only shares of Asterias common stock outstanding as of September 30, 2013.

7. Equity Incentive Plan

During March 2013, Asterias’ Board of Directors approved an Equity Incentive Plan (the “Plan”) under which Asterias has reserved 4,500,000 shares of common stock for the grant of stock options or the sale of restricted stock.  Initially, Asterias will issue Series B Shares under the Plan, but upon the conversion of all of the outstanding Series B Shares into Series A Shares, Asterias will issue Series A Shares under the Plan.  The Plan also permits Asterias to issue such other securities as its Board of Directors or the Compensation Committee administering the Plan may determine.  Asterias’ stockholders approved the Plan in September 2013.

No options may be granted under the Plan more than ten years after the date upon which the Plan was adopted by the Board of Directors, and no options granted under the Plan may be exercised after the expiration of ten years from the date of grant.  Under the Plan, options to purchase common stock may be granted to employees, directors and certain consultants at prices not less than the fair market value at date of grant, subject to certain limited exceptions for options granted in substitution of other options.  Options may be fully exercisable immediately, or may be exercisable according to a schedule or conditions specified by the Board of Directors or the Compensation Committee.  The Plan also permits Asterias to award restricted stock for services rendered or to sell common stock to employees subject to vesting provisions under restricted stock agreements that provide for forfeiture of unvested shares upon the occurrence of specified events under a restricted stock award agreement.  Asterias may permit employees or consultants, but not officers or directors, who purchase stock under restricted stock purchase agreements, to pay for their shares by delivering a promissory note that is secured by a pledge of their shares.

Asterias may also grant stock appreciation rights (“SARs”) and hypothetical units issued with reference to Asterias common stock (“Restricted Stock Units”) under the Plan.  An SAR is the right to receive, upon exercise, an amount payable in cash or shares or a combination of shares and cash, as determined by the Board of Directors or the Compensation Committee, equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of (a) the fair market value of a share of Asterias common stock on the date the SAR is exercised, over (b) the exercise price specified in the SAR Award agreement.

The terms and conditions of a grant of Restricted Stock Units will be determined by the Board of Directors or Compensation Committee.  No shares of stock will be issued at the time a Restricted Stock Unit is granted, and Asterias will not be required to set aside a fund for the payment of any such award.  A recipient of Restricted Stock Units will have no voting rights with respect to the Restricted Stock Units.  Upon the expiration of the restrictions applicable to a Restricted Stock Unit, Asterias will either issue to the recipient, without charge, one share of common stock per Restricted Stock Unit or cash in an amount equal to the fair market value of one share of common stock.

Options Granted

As of September 30, 2013, Asterias had granted to certain officers, employees, and directors, options to purchase a total of 2,755,000 Series B Shares at exercise price of $2.34 per share under the Plan.

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A summary of the Company's stock option activity and related information follows:

 
 
Shares
   
Weighted-
average
price
per share
   
Weighted-
average
remaining
contractual
term
(years)
 
Outstanding at December 31, 2012
   
-
   
$
-
   
 
Granted
   
2,880,000
     
2.34
   
 
Exercised
   
-
     
-
   
 
Forfeited
   
(125,000
)
   
2.34
   
 
Outstanding at September 30, 2013
   
2,755,000
   
$
2.34
   
6.42
 
Exercisable at September 30, 2013
   
291,042
   
$
2.34
   
5.92
 

The fair value of each stock option is estimated on the grant date using the Black-Scholes-Merton option-pricing model using the following assumptions:

 
 
September 30, 2013
(Unaudited)
 
Risk-free interest rate
   
0.42 – 1.105
%
Dividend yield
   
-
 
Volatility
   
69.86 – 76.16
%
Expected term (years)
   
2.72-4.18
 

8. Commitments and Contingencies

Asterias had no commitments other than those under the Asset Contribution Agreement as of September 30, 2013 and as of December 31, 2012, and its obligation under a sublease of its office and research facility, which Asterias subleases from BioTime.

As of September 30, 2013, Asterias’ contractual sublease obligations for the next three years were as follows:

 
 
Operating Lease
Commitments
 
2013
 
$
95,357
 
2014
   
381,427
 
2015
   
381,427
 
Total
 
$
858,211
 

9. Shared Facilities and Service Agreement

On April 1, 2013, Asterias and BioTime executed a Shared Facilities and Services Agreement (“Shared Facilities Agreement”).  Under the terms of the Shared Facilities Agreement, BioTime will allow Asterias to use its premises and equipment located at Alameda, California for the sole purpose of conducting business.  BioTime will provide basic accounting, billing, bookkeeping, payroll, treasury, collection of accounts receivable (excluding the institution of legal proceedings or taking of any other action to collect accounts receivable), payment of accounts payable, and other similar administrative services to Asterias.  BioTime may also provide the services of attorneys, accountants, and other professionals who may also provide professional services to BioTime and its other subsidiaries.  BioTime will also provide Asterias with the services of its laboratory and research personnel, including BioTime employees and contractors, for the performance of research and development work for Asterias at the premise.

BioTime will charge Asterias a fee for the services and usage of facilities, equipment, and supplies aforementioned.  For each billing period, BioTime will equitably prorate and allocate its employee costs, equipment costs, insurance costs, lease costs, professional costs, software costs, supply costs, and utilities costs, between BioTime and Asterias based upon actual documented use and cost by or for Asterias or upon proportionate usage by BioTime and Asterias, as reasonably estimated by BioTime.  Asterias shall pay 105%   of the allocated costs (the “Use Fee”).  The allocated cost of BioTime employees and contractors who provide services will be based upon records maintained of the number of hours of such personnel devoted to the performance of services.

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The Use Fee will be determined and invoiced to Asterias on a quarterly basis for each calendar quarter of each calendar year.  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 Asterias 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 Asterias 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 Asterias.

In addition to the Use Fees, Asterias 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 Asterias, provided that invoices documenting such costs are delivered to Asterias with each invoice for the Use Fee.  Furthermore, BioTime will have no obligation to purchase or acquire any office supplies or other goods and materials or any services for Asterias, and if any such supplies, goods, materials or services are obtained for Asterias, BioTime may arrange for the suppliers thereof to invoice Asterias directly.

Asterias in turn may charge BioTime or any Other Subsidiary for similar services provided by Asterias at the same rate and terms as aforementioned.  “Other Subsidiary” means a subsidiary of BioTime other than Asterias and other than a subsidiary of Asterias.

The Shared Facilities Agreement terminates on December 31, 2016, provided that, unless otherwise terminated under another provision of the Shared Facilities Agreement, the term of the Shared Facilities Agreement will automatically be renewed and the termination date will be extended for an additional year each year after December 31, 2016, unless either party gives the other party written notice stating that the Shared Facilities Agreement will terminate on December 31 of that year.

BioTime allocated $27,185 and $68,894 of general overhead expenses to Asterias during the three and nine months ended September 31, 2013, respectively.

10. Subsequent Events

On October 1, 2013, the Asset Contribution was consummated (See Note 2).  Asterias issued 6,537,779 Series A Shares to Geron and 21,773,340 Series B Shares and warrants to purchase an additional 3,150,000 Series B Shares to BioTime.   Concurrently with the close of the Asset Contribution under the Asset Contribution Agreement, Asterias issued 2,136,000 Series B Shares and warrants to purchase 350,000 additional shares of Series B Shares to Romulus for $5,000,000 in cash pursuant to the Stock and Warrant Purchase Agreement.  BioTime now owns approximately 71.6% of the outstanding Asterias common stock, Geron now owns approximately 21.4% of the outstanding Asterias common stock, and Romulus now owns approximately 7.0%, of the outstanding Asterias common stock. Pursuant to the Asset Contribution Agreement, Geron has agreed to distribute its Series A Shares to its stockholders on a pro rata basis, subject to applicable legal requirements and certain other limitations.

Upon the consummation of the Asset Contribution, the $5,000,000 principal balance of the Promissory Note was cancelled in satisfaction of BioTime’s obligation to contribute $5,000,000 to Asterias under the Asset Contribution Agreement.

In connection with the Asset Contribution, on October 1, 2013, Asterias entered into a Royalty Agreement with Geron pursuant to which Asterias agreed to pay Geron a 4% royalty on net sales (as defined in the Royalty Agreement), by Asterias or any of Asterias’ affiliates or sales agents, of any products that are developed and commercialized by Asterias that are covered by the patents contributed by Geron.  In the case of sales of such products by a person other than Asterias or one of its affiliates or sales agents, Asterias will be required to pay Geron 50% of all royalties and cash payments received by Asterias or by its affiliate in respect of a product sale.

In addition, on October 1, 2013, Asterias received from Geron an exclusive sublicense of certain patents owned by the University of Colorado; University License Equity Holdings, Inc. relating to telomerase (the “Telomerase Sublicense”).  The Telomerase Sublicense entitles Asterias to use the sublicensed patents in the development of certain immunological treatments for cancer.  Under the Telomerase Sublicense, Asterias paid Geron an up-front license fee and will pay a small annual license maintenance fee, and a small royalty on sales of any products that Asterias may develop and commercialize that are covered by the sublicensed patents.
 
Non-Exclusive License Agreement

On October 7, 2013, Asterias entered into a Non-Exclusive License Agreement with the Wisconsin Alumni Research Foundation (“WARF”) under which Asterias was granted a worldwide non-exclusive license to use certain WARF patents and WARF-owned embryonic stem cell lines in the development and commercialization of therapeutic, diagnostic and research products.  The licensed patents include patents covering primate embryonic stem cells as compositions of matter, as well as methods for growth and differentiation of primate embryonic stem cells.  In consideration of the rights licensed to Asterias, Asterias has agreed to pay WARF an upfront license fee, payments upon the attainment of specified clinical development milestones, royalties on sales of commercialized products, and, subject to certain exclusions, a percentage of any payments that Asterias may receive from any sublicenses that it may grant to use the licensed patents or stem cell lines.

These financial statements were approved by management and the Board of Directors, and were issued on November 12, 2013 (unaudited).  Subsequent events have been evaluated through that date.

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Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management's Discussion and Analysis of Financial Condition and Results of Operations is intended to provide information necessary to understand Asterias’ unaudited interim condensed financial statements for the nine months ended September 30, 2013 and Asterias’ audited financial statements for the period from September 24, 2012 (Asterias’ date of inception) to December 31, 2012, and highlight certain other information which, in the opinion of management, will enhance a reader's understanding of Asterias’ financial condition, changes in financial condition and results of operations.  These historical financial statements may not be indicative of Asterias’ future performance.  This Management's Discussion and Analysis of Financial Condition and Results of Operations contains a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risks described throughout this filing, particularly in "Risk Factors."

Overview

We are a biotechnology company focused on the emerging field of regenerative medicine.  Our core technologies center on stem cells capable of becoming all of the cell types in the human body, a property called pluripotency.  We plan to develop therapeutic products from “pluripotent” stem cells to treat diseases or injuries in a variety of medical fields, including neurology, oncology, cardiology, metabolic diseases, ophthalmology, orthopedics, and blood and vascular diseases.

“Regenerative medicine” refers to an emerging field of therapeutic product development that may allow all human cell and tissue types to be manufactured on an industrial scale.  This new technology is made possible by the isolation of human embryonic stem (“hES”) cells, and by the development of induced pluripotent stem (“iPS”) cells which are created from regular cells of the human body using technology that allows adult cells to be “reprogrammed” into cells with pluripotency much like hES cells.  Pluripotent hES and iPS cells have the unique property of being able to branch out into each and every kind of cell in the human body, including the cell types that make up the brain, the blood, the heart, the lungs, the liver, and other tissues.  Unlike adult-derived stem cells that have limited potential to become different cell types, pluripotent stem cells may have vast potential to supply an array of new regenerative therapeutic products, especially those targeting the large and growing markets associated with age-related degenerative disease.  Unlike pharmaceuticals that require a molecular target, therapeutic strategies in regenerative medicine are generally aimed at regenerating affected cells and tissues, and therefore may have broader applicability.  We believe that regenerative medicine represents a revolution in the field of biotechnology with the promise of providing therapies for diseases previously considered incurable.

On October 1, 2013, we completed the acquisition of certain assets from Geron Corporation (“Geron”)  that had been used in Geron’s hES cell research and development programs.  We also acquired certain assets from our parent corporation, BioTime, Inc. (“BioTime”).  The acquisition of the Geron assets and the assets from BioTime (the “Asset Contribution”) was completed under the terms of an Asset Contribution Agreement, dated January 4, 2013 (the “Asset Contribution Agreement”), to which we, Geron and BioTime were the parties.

The assets we acquired from Geron include:

· certain patents and patent applications and all related active prosecution cases, trade secrets, know-how and certain other intellectual property rights, and all of Geron’s goodwill with respect to the technology of Geron directly related to the research, development and commercialization of certain products and know-how related to hES cells;

· certain biological materials and reagents (including master and working cell banks, original and seed banks, and research, pilot and good manufacturing practices (cGMP) grade lots and finished product);

· certain laboratory equipment;

· certain contracts;

· certain books, records, lab notebooks, clinical trial documentation, files and data;

· certain regulatory filings for clinical trials for the following product candidates:

· GRNOPC1 for spinal cord injury, including the investigational new drug applications filed with the United States Food and Drug Administration (FDA) for Geron’s Phase I safety study of oligodendrocyte progenitor (GRNOPC1) cells in patients with neurologically complete, subacute spinal cord injury, and long term follow up of subjects who received GRNOPC1, and VAC1 for acute myelogenous leukemia (AML), including a Phase I/II study of active immunotherapy with GRNVAC1, autologous mature dendritic cells transfected with mRNA encoding human telomerase reverse transcriptase (hTERT), in patients with AML in complete remission (the “Clinical Trials”); and

15
· certain abandoned or inactive patents and abandoned or inactive patent applications.

In addition, we received from Geron an exclusive sublicense of certain patents owned by the University of Colorado; University License Equity Holdings, Inc. relating to telomerase (the “Telomerase Sublicense”).  The Telomerase Sublicense entitles us to use the sublicensed patents in the development of certain immunological treatments for cancer.  Under the Telomerase Sublicense, we paid Geron an up-front license fee and will pay a small annual license maintenance fee, and a small royalty on sales of any products that we may develop and commercialize that are covered by the sublicensed patents.

We assumed the obligations and liabilities of Geron and its affiliates relating to the assets we acquired from them and attributable to periods, events or circumstances after the date of the acquisition, and the obligations of Geron and its affiliates to be performed under the contracts that Geron assigned to us.  We also assumed certain patent interference proceedings and liabilities arising from the Clinical Trials.

The assets we acquired from BioTime include:

· a quantity of five human hES cell lines produced by BioTime’s subsidiary ES Cell International Pte Ltd (“ESI”) under cGMP sufficient to generate master cell banks,  and non-exclusive, world-wide, royalty-free licenses to use those cell lines and certain patents pertaining to stem cell differentiation technology for any and all uses;

· 8,902,077 BioTime common shares;

· warrants to subscribe for and purchase 8,000,000 additional BioTime common shares (the “BioTime Warrants”) exercisable for a period of five years at a price of $5.00 per share, subject to pro rata adjustment for certain transactions;

· forgiveness of a loan in the amount of $5,000,000;

· 10% of the shares of common stock of BioTime’s subsidiary OrthoCyte Corporation issued and outstanding as of January 4, 2013; and

· 6% of the ordinary shares of BioTime’s subsidiary Cell Cure Neurosciences, Ltd. issued and outstanding as of January 4, 2013.

We have subsequently entered into a Materials Transfer Agreement with BioTime through which we have acquired the non-exclusive right to use certain hydrogel formulations for research purposes, and an option for a period of thirty-six months to negotiate a non-exclusive sub-license for use of BioTime’s hydrogels in neurological, cardiovascular and orthopedic human cell therapy applications.

Royalty Agreement

In connection with our acquisition of the stem cell assets from Geron, we entered into a Royalty Agreement with Geron pursuant to which we agreed to pay them a 4% royalty on net sales (as defined in the Royalty Agreement), by us or any of our affiliates or sales agents, of any products that are developed and commercialized by Asterias that are covered by the patents contributed by Geron to us.  In the case of sales of such products by a person other than us or one of our affiliates or sales agents, we will be required to pay Geron 50% of all royalties and cash payments received by us or by our affiliate in respect of a product sale.

Products Under Development

We acquired from Geron a significant portfolio of patents and patent applications, cell lines, and hES cell technology and know-how related to potential therapeutic products in various stages of development.  Two of the products under development have already been used in early stage clinical trials.

16
The product candidates under development from various cell types that we acquired from Geron are summarized in the following table:
 
Product
Candidate Description
 
Target Market
 
Estimated Number
of Potential Patients
 
Status
   
OPC1 – Glial Cells
Spinal Cord Injury
12,000 new cases
per year in U.S.
Phase 1 Trial initiated in U.S. 5 Patients treated – no serious adverse events related to the OPC1 drug product to date.
 
 
 
 
 
Multiple Sclerosis (“MS”)
 
180,000 new cases
per year in U.S.
 
 
 
 
 
 
Canavan's Disease (1)
Rare
Proof of principle achieved in animal models of spinal cord injury, MS, spine, and Canavan's Disease.
   
 
Stroke
800,000 new cases
per year in U.S.
VAC1 - Autologous Monocyte – Derived Dendritic Cells (infused cells derived from the treated patient)
Cancer
Prostate:  240,000
new cases per year
in U.S.
 
Acute myelogenous leukemia:  more than 12,000 new cases
per year in U.S.
Phase I study in metastatic prostate cancer completed (Journal of Immunology, 2005, 174: 3798-3807).
 
 
Phase I/II study in acute myelogenous leukemia completed.  Manuscript in preparation.
VAC2 – Dendritic Cells
Lung Cancer
226,000 new cases
per year in U.S.
Cells derived and fully characterized (all normal cell functions verified in vitro) .
 
 
 
 
 
Multiple Myeloma
22,000 new cases
per year in U.S.
Scalable manufacturing methods under development.
 
 
 
 
 
Prostate Cancer
240,000 new cases
per year in U.S.
Proof of concept established in multiple human in vitro systems.
CHND1 – Chondrocytes
Osteoarthritis
25 million total patients
in U.S.
Cells derived and partly characterized (most, not all, normal cell functions verified in vitro) .
 
Early proof of concept in two animal models of osteoarthritis
 
 
Degenerative Disk Disease
400,000 new spinal fusion cases per year in U.S.
.
CM1 - Cardiomyocytes
Heart Failure
6 million total
patients in U.S.
Cells derived and fully characterized (all normal cell functions verified in vitro (2) ).
 
 
 
 
 
Myocardial Infarction
900,000 new cases
per year in U.S.
Proof of concept in three animal models of disease.
 
 
 
 
 
 
 
Scalable manufacturing established.
 
 
 
 
 
 
 
First in man clinical trial designed.
IC1 – Islet Cells
Type 1 and some Type 2 Diabetes
5 million total insulin dependent patients
in U.S.
Cells derived and partly characterized (most, not all normal cell functions verified in vitro).
 
 
 
 
 
 
 
Proof of concept in rodent diabetes model.
 
 
 
 
 
 
 
 
 
 
Scalable manufacturing methods under development.
 
(1) Canavan's Disease is a congenital neurological degenerative disease in which the growth of the myelin sheath surrounding nerves is inhibited resulting in mental retardation, loss of motor function, abnormal muscle tone, poor head control and enlarged head. Death usually occurs before age 4.

(2) In vitro means in tissue culture dishes.

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The cost and developmental time required to develop any of them, is not presently known with certainty due to many factors including the following:

· the functional state of the cells, cell lines and other biological reagents transferred to us cannot be determined until they are tested in an appropriate laboratory setting by qualified scientific personnel using validated equipment, which may not be completed for three to six months.  The functionalities of the cells were within specification at the time of initial manufacturing and subsequent storage.  However, the cells have remained in storage (under GMP conditions) for more than two years.  Therefore, all the functional tests need to be repeated to verify that the cells remain within specification after the two year period of frozen storage.
 
· the views of the FDA and comparable foreign regulatory agencies on the pre-clinical product characterization studies required to file an Investigational New Drug Application (IND) in order to initiate human clinical testing of potential therapeutic products;
 
· the inherent uncertainty of laboratory research and any clinical trials that we may conduct;

· the amount of capital that we will have for our development programs, including potential sources of additional capital through research grants or funded collaborations with third parties; and

· the availability and recruitment of qualified personnel to carry out the analyses and evaluations described above.

Critical Accounting Policies

Development Stage Company – We comply with the reporting requirements of ASC 915, “Development Stage Entities.”

Impairment of long-lived assets – Our long-lived assets, including tangible assets, will be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable.  If an impairment indicator is present, we will evaluate recoverability by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets.  If the assets are impaired, the impairment will be recognized and measured by the amount by which the carrying amount exceeds the estimated fair value of the assets.

Results of Operations

Our activities through September 30, 2013 primarily related to our formation, the execution of the Asset Contribution Agreement, and preparation for the start of our planned research and development operations following the Asset Contribution.  Certain other expenses are primarily attributed to rent and utilities and general overhead expenses.

Research and development expenses recognized during the three and nine month periods ended September 30, 2013 amounted to $1,149,059 and $1, 931,048, respectively, and are primarily comprised of $508,133 and $809,847, respectively, of salaries, and payroll related expenses allocated to research and development expenses, $89,982 in employee stock-based compensation allocated to research and development expenses, $147,474 and $399,891, respectively of rent and facilities maintenance related expenses allocated to research and development expenses, $101,220 and $127,095, respectively, of scientific consulting expenses, and $206,756 and $324,633, respectively, of laboratory expense and supplies expenses.  Research and development expenses were incurred in setting up our research and product development facility and equipment, planning the initiation of our initial product development programs, including the next phase of clinical trials for our OPC1 and initial clinical trials for our VAC2 product candidates, licensing patents and stem cell lines from WARF, evaluating other technology that may be available for in-licensing or acquisition, preparing applications for research grants, and initiating discussions with third parties for the manufacture or co-development of product candidates.

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General and administrative expenses recognized during the three and nine month periods ended September 30, 2013 amounted to $1,523,732 and $2,888,028, respectively and are primarily comprised of $505,774 and $1,010,428, respectively in legal and accounting fees incurred in connection with the registration of the Series A Shares under the Securities Act of 1933, as amended, and the registration or application for exemptions from registration of those shares under the securities laws of certain states and other jurisdictions, and matters related to the Asset Contribution Agreement, and $269,573 and $691,306, respectively in salaries and payroll related expenses allocated to general and administrative expenses, $384,767 and $401,473, respective in employee stock-based compensation allocated to general and administrative expenses, $103,563 and $221,284, respectively in rent and facilities maintenance related expenses allocated to general and administrative expenses, $111,808 and $160,040, respectively in director cash and stock-based compensation expense, and $63,230 and $158,407, respectively in general office expenses.

Operating expenses recognized during the period from September 24, 2012 (date of inception) through September 30, 2012 amounted to $32,308, which is primarily comprised of $31,152 in legal fees incurred in connection with the Asset Contribution Agreement.

Capital Transactions

On September 24, 2012, we sold 50,000 Series B Shares to BioTime for $50,000 in cash.  We also sold 1,700 Series B Shares to an officer in exchange for 1,000 shares of a publicly traded company with a market value of $1,740 at the time of investment.  The value of these shares declined to $1,500 and $1,410 at September 30, 2013 and at December 31, 2012, respectively.

On October 1, 2013, we closed the Asset Contribution.  In exchange for certain assets received, we issued 6,537,779 Series A Shares to Geron, and 21,773,340 Series B Shares and warrants to purchase 3,150,000 Series B Shares to BioTime under the Asset Contribution Agreement.  We concurrently issued 2,136,000 Series B Shares and warrants to purchase 350,000 additional Series B Shares to Romulus for $5,000,000 in cash under the Stock and Warrant Purchase Agreement.  See Note 2 and Note 10 to financial statements.

As a result of the consummation of the Asset Contribution, BioTime owns 71.6% of our outstanding common stock, Geron owns approximately 21.4% of the our outstanding common stock, and Romulus owns approximately 7.0%, of our outstanding common stock.  The warrants to purchase shares of our Series B common stock that BioTime and Romulus received will enable BioTime and Romulus to increase their collective ownership in us by 2.2%, which would reduce the Geron’s ownership in us to 19.2%.

Liquidity and Capital Resources

We plan to invest significant resources in research and development in the field of regenerative medicine.  We expect to continue to incur operating losses and negative cash flows.  BioTime funded our business activities from inception through September 30, 2013 but is not expected to do so in the future.

On October 1, 2013, we closed the Asset Contribution and received 8,902,077 BioTime common shares from BioTime under the Asset Contribution Agreement and BioTime canceled the $5,000,000 principal amount of a promissory note payable by us to BioTime on account of funds advance to us or paid for our account by BioTime.  See Note 10 to Financial Statements.   In addition, we received $5,000,000 in cash from Romulus under the Stock and Warrant Purchase Agreement.

The 8,902,077 BioTime common shares that we received in the Asset Contribution had a gross market value in excess of $33,800,000 as of September 30, 2013 based on the closing price of BioTime common shares on the NYSE MKT on that date.  The warrants to purchase 3,150,000 Series B Shares that we issued to BioTime and the warrants to purchase 350,000 Series B Shares that we issued to Romulus have an exercise price of $5 per share and will expire three years after the date of issue.  We will receive $17,500,000 if all of the warrants are exercised.  There can be no assurance that the warrants will be exercised.

We expect that the $5,000,000 of cash as well as the BioTime common shares that we received on October 1, 2013 will be sufficient to fund our operations for at least 12 months.

We plan to use the cash we have available to develop certain of our product candidates and technology, to acquire new stem cell products and technology through licenses or similar agreements from other companies, and to defray overhead expenses and to pay general and administrative expenses.  We may also use available funds for any clinical trials of products that we may conduct.  We expect that research and development and general and administrative expenses will increase in the short-term as we hire the new employees that we need for operations, and in the longer term as we achieve progress in developing products and bringing them to market.

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We will need to raise additional capital from time to time to pay operating expenses until such time as we are able to generate sufficient revenues from product sales, royalties, and license fees to fund our operations.  We may raise additional capital from time to time through the issue and sale of shares of our common stock or preferred stock or other securities.  The prices at which we may issue and sell our securities in the future are not presently determinable and will depend upon many factors, including prevailing prices for those securities in the public market.

We recently announced a plan to conduct an underwritten public offering of shares of our common stock in “units” that will consist of one share of common stock and one redemption right.  The shares of common stock and redemption rights will immediately be freely tradable as separate securities.  We plan to use the net proceeds of the offering, expected to be between $10,000,000 and $15,000,000, to fund our product development programs and for working capital.  However, there can be no assurance that the planned public offering will be consummated. We are also seeking funding from third parties in the form of research and development grants or cooperative arrangements for the development of certain of our product candidates.

We have applied for a Strategic Partnership 3 Track “A” Award from the California Institute for Regenerative Medicine (CIRM) which is intended to support a Phase 1/2a clinical trial of our OPC1 product candidate in subjects with neurologically complete cervical spinal cord injury.  The grant would also help support our efforts to develop a commercial process to manufacture OPC1. The purpose of the Strategic Partnership Award Initiative is to create incentives for industry to advance the development of stem cell-based therapeutics.  As part of a Strategic Partnership 3 Track “A” Award, CIRM will provide up to $10,000,000 ($15,000,000 in extraordinary cases) to support an approved project.  We expect that CIRM will notify applicants of the decision on their applications during the first half of 2014.  Geron was granted a non-recourse loan for its thoracic spinal cord injury study of OPC1 in 2011 from CIRM, but returned the loan funds after announcing the termination of its human embryonic stem cell programs. There can be no assurance that we will receive this grant.

We are in the process of applying for a grant from a large United Kingdom based charitable organization to fund Phase 1/2a clinical development of our VAC2 product candidate.  The proposed grant would fund both the Phase 1/2a clinical trial of VAC2 in cancer patients and the cGMP manufacturing costs of VAC2.  The terms under which funding may be provided by the charitable organization are currently under discussion.  We anticipate that we will receive notification of whether the grant has been approved during the first half of 2014.  This same charitable organization had awarded a similar grant for VAC2 to Geron but that grant was withdrawn after Geron terminated the program in November 2011. There can be no assurance that we will receive this grant.

We are in early-stage discussions with a United Kingdom based technology innovation center seeking their support for the development of advanced manufacturing processes for CHND1.  Methods developed at the technology innovation center would be incorporated in future commercial manufacturing processes for the product.  An alliance with the technology innovation center would be on a specific project basis and would require multiple approvals from different committees and boards at the center.  There can be no assurance that we will reach an agreement with the center for this project.

We are in early-stage discussions with an academic institution to form a collaboration to develop hES cell derived cardiomyocytes for the treatment of heart failure and acute myocardial infarction.  The academic institution has received funding to develop the project through the IND filing stage.  We would either fund the Phase I study ourselves to the extent that we have sufficient capital resources for that purpose, or we would seek funding for the study from a third party.  In a collaboration, we might contribute assistance in preparing and filing the IND, materials for use in the project such as GMP hES cell banks, and a license of relevant patents and know-how relating to the development of hES cell-derived cardiomyocytes and hES cell-derived therapeutics generally, in exchange for which we would acquire an ownership interest in the resulting therapeutic products or in a joint venture company to be formed and co-owned with the academic institution for the purpose of developing the product.  There can be no assurance that we will reach an agreement for the development of hES cell derived cardiomyocytes.

We also may raise additional capital from time to time through the sale of the BioTime common shares we received in the Asset Contribution.  However, if we complete our planned public offering of common stock and redemption rights, we expect that we will be required to retain all or a portion of our BioTime common shares as a reserve to fund the potential redemption of our common stock upon exercise of the redemption rights. To the extent permitted, we may sell our BioTime common shares, from time to time, by any method that is deemed to be an “at-the-market” equity offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through the NYSE MKT or any other existing trading market for the common shares in the U.S. or to or through a market maker, at prices related to the prevailing market price, or in privately negotiated transactions or through block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction, or through one more of the foregoing transactions.  We expect to sell the BioTime common shares through Cantor Fitzgerald & Co. or such other broker-dealer as BioTime may designate.

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We will bear all broker-dealer commissions payable in connection with the sale of the BioTime common shares. Broker-dealers may receive commissions or discounts from us (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

The unavailability or inadequacy of financing or revenues to meet future capital needs could force us to modify, curtail, delay, or suspend some or all aspects of our planned operations. Sales of additional equity securities could result in the dilution of the interests of our shareholders.

Cash used in operations

Since our inception, we have incurred losses from operations and negative cash flows from our operations.  For the nine months ended September 30, 2013, we incurred a net loss of $4,814,722 and used $3,771,672 of cash flows for our operating activities.  As of December 31, 2012 and September 30, 2013, we had a working capital deficit of $757,153 and $6,665,056, respectively, and an accumulated deficit of $758,893 and $5,573,613, respectively.

Net cash used in operating activities of $3,911,983 during the nine months ended September 30, 2013 consisted of a net loss of $4,814,722, adjusted by $95,244 for depreciation expense, $441,434 for stock-based compensation expense, a $353,744 increase in accounts payable and a $234,907 increase in accrued liabilities, offset in part by a $220,160 increase in prepaid expenses and other current assets.

Cash used in investing activities

Net cash used in investing activities of $1,627,429 during the nine months ended September 30, 2013 consisted of $1,600,506 in purchases of equipment and furniture, and payment of security deposits of $54,423, which were partially offset by $27,500 of proceeds from the sale of equipment and furniture.

Cash provided by financing activities

Net cash provided by financing activities of $5,630,991 during the nine months ended September 30, 2013 related to amounts advanced to us or paid for our account by BioTime.  A portion of our obligation to BioTime on account of this amount was evidenced by a promissory note that was cancelled on October 1, 2013 in satisfaction of BioTime’s cash contribution obligation under the Asset Contribution Agreement.

Off-Balance Sheet Arrangements

As of September 30, 2013, and as of December 31, 2012, we did not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk

Foreign Currency Exchange Risk

We are not presently exposed in a significant degree to foreign exchange currency risks because we are not conducting international business at this time, and we do not engage in foreign currency hedging activities.  If we engage in international transactions, we will need to translate foreign currencies into U.S. dollars for reporting purposes, and currency fluctuations could have an impact on our financial results.

Credit Risk

We place some of our cash in U.S. banks and invest most of our cash in money market funds.  Deposits with banks may temporarily exceed the amount of insurance provided on such deposits.  We will monitor the cash balances in the accounts and adjust the cash balances as appropriate, but if the amount of a deposit at any time exceeds the federally insured amount at a bank, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail. Our investments in money market funds are not insured or guaranteed by the United States government or any of its agencies.

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Interest Rate Risk

We invest most of our cash in money market funds.  The primary objective of our investments will be to preserve principal and liquidity while earning a return on our invested capital, without incurring significant risks.   Our future investment income is not guaranteed and may fall short of expectations due to changes in prevailing interest rates, or we may suffer losses in principal if the net asset value of a money market fund falls below $1 per share.

Item 4.
Controls and Procedures

Evaluation of Disclosure Controls and Procedures

It is management’s responsibility to establish and maintain adequate internal control over all financial reporting pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”). Our management, including our principal executive officer, principal operations officer, and principal financial officer, have reviewed and evaluated the effectiveness of our disclosure controls and procedures as of a date within ninety (90) days of the filing date of this Quarterly Report on Form 10-Q.  Following this review and evaluation , management collectively determined that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to management, including our chief executive officer, chief operations officer, and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.
Legal Proceedings.

Following the consummation of the Asset Contribution, we were substituted for Geron as the appellant in an appeal filed by Geron in the United States District Court for the Northern District of California, appealing two adverse rulings in favor of ViaCyte, Inc. by the United States Patent and Trademark Office’s Board of Patent Appeals and Interferences.  These rulings related to interference proceedings involving patent filings relating to definitive endoderm cells.  Geron had requested that the Board of Patent Appeals and Interferences declare this interference after ViaCyte was granted patent claims that conflicted with subject matter Geron filed in a patent application having an earlier priority date.  Those Geron patent applications are among the patent assets that Geron has contributed to Asterias.  Asterias has also assumed the Patent and Trademark Office interferences upon which the appeal is based, as well as certain oppositions filed by Geron against certain ViaCyte patent filings in Australia and in the European Patent Office.

The appeal proceeding is still in the discovery phase.  Appeals of this nature may involve costly and time-consuming legal proceedings.  If Asterias is not successful in the ViaCyte appeal, ViaCyte would retain its patent claims directed to definitive endoderm.  Definitive endoderm is an early pre-cursor of numerous cell types including liver and β-cel ls of the pancreas that could potentially treat diabetes, and it is likely that the derivation of any of the endodermal lineage cells from embryonic stem cells would necessarily pass through the definitive endoderm stage.  As a result, Asterias would be unable to develop and commercialize those cell types without a license from ViaCyte, and Asterias may be unable to realize value from the Geron patent applications at issue in the appeal.

We are not presently involved in any other material litigation or proceedings, and to our knowledge no such litigation or proceedings are contemplated.

Item 1A.
Risk Factors

Our business is subject to various risks, including those described below.  You should consider the following risk factors, together with all of the other information included in this report, which could materially adversely affect our proposed operations, business prospects, and financial condition, and the value of an investment in our business.  There may be other factors that are not mentioned here or of which we are not presently aware that could also affect our business operations and prospects.

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Risks Related to Our Business Operations

We are a newly organized, development stage company in the start-up phase, and we have only recently commenced our primary product development programs

We were incorporated on September 24, 2012 for the purpose of acquiring hES and iPS technology and related assets.  On October 1, 2013, we acquired certain assets, including the patent portfolio built by Geron in its stem cell programs prior to Geron’s discontinuation of those programs during November 2011.  Our initial product development programs will be based on the results of some of Geron’s discontinued programs, though we may make changes to the scope and focus of the programs that we conduct.  We have only recently acquired the Geron stem cell assets and have only recently commenced work with the acquired technology and other assets.  Our initial work is focused on determining the product candidates that we will initially seek to develop and on seeking funding and development collaborations for as many of them as possible.

We have a history of operating losses and negative cash flows

Since our inception in September 2012, we have incurred operating losses and negative cash flow, and we expect to continue to incur losses and negative cash flow in the future.  BioTime previously funded our formation and operating costs but we do not expect to BioTime to continue to do so in the future.  We have limited cash resources and will depend upon future equity financings, research grants, financings through collaborations with third parties, and sales of BioTime common shares that we own as a source of funding for our operations.  There is no assurance that we will be able to obtain the financing we need from any of those sources, or that any such financing that may become available will be on terms that are favorable to us and our shareholders.

Failure to attract and retain skilled personnel and key relationships could impair our research and development efforts

Our operations are still in the start-up stage and we have only 17 employees.  We will need to recruit and hire additional qualified research scientists, laboratory technicians, clinical development, and management personnel.  Competition for these types of personnel is intense and we may experience delays in hiring the qualified people that we need.  The inability to attract and retain sufficient qualified management, scientific, or technical personnel may significantly delay or prevent the achievement of our product development and other business objectives and could have a material adverse effect on our business, operating results and financial condition.  We will initially rely on BioTime to provide financial accounting management and personnel, and to assist us in formulating our research and development strategy and executing our product development plans.  We will also rely on consultants and advisors who are either self-employed or employed by other organizations, and they may have conflicts of interest or other commitments, such as consulting or advisory contracts with other organizations, that may affect their ability to perform services for us.

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We will spend a substantial amount of our capital on research and development but we might not succeed in developing products and technologies that are useful in medicine

· The product development work we plan to do is costly, time consuming and uncertain as to its results.

· We will attempt to develop new medical products and technologies that might not prove to be safe and efficacious in human medical applications.  Many of the products and technologies that we will seek to develop have not been applied in human medicine and have only been used in laboratory studies in vitro or in animals.  Only two of the product candidates that we have acquired have been used in clinical trials, and those were early stage trials involving only a small number of patients.

· If we are successful in developing a new technology or product, refinement of the new technology or product and definition of the practical applications and limitations of the technology or product may take years and require the expenditure of large sums of money.

The amount and pace of research and development work that we can do or sponsor, and our ability to commence and complete clinical trials required to obtain FDA and foreign regulatory approval of our products, depends upon the amount of money available to us.

· We may have to limit our laboratory research and development work based on the amount of our cash resources.

· We plan to seek research and development grants from government agencies and to enter into collaborative product development agreements through which third parties will provide funding or otherwise bear the cost of research and development or clinical trials of our product candidates.  There is no assurance that we will receive any such grants or that the amount of any grants that we may receive will be adequate for our needs.  There is also no assurance that we will be able to enter into any agreements with third parties for the funding of the research and development or clinical trials of any of our products, or that the terms of any such agreements into which we may enter will be favorable to us and allow us to receive and retain a substantial portion of any revenues from the sale of any products that we may develop.

· Unless we are able to generate sufficient revenue or raise additional funds when needed, it is likely that we will be unable to continue our planned activities, even if we make progress in our research and development projects.

We will need to issue additional equity or debt securities in order to raise additional capital needed to pay our operating expenses

· We plan to incur substantial research and product development expenses, and we will need to raise additional capital to pay operating expenses until we are able to generate sufficient revenues from product sales, royalties, and license fees.

· It is likely that additional sales of equity or debt securities will be required in the near future to meet our short-term capital needs, unless we receive substantial research grants and revenues from the sale of any products that receive regulatory approval or we are successful in licensing or sublicensing our technology and we receive substantial licensing fees and royalties.

· Sales of additional equity securities could result in the dilution of the interests of present shareholders.

The condition of the cells, cell lines and other biological materials that we acquired from Geron could impact the time and cost of commencing our research and product development programs

The cells, cell lines and other biological materials that we acquired are being stored under cryopreservation protocols intended to preserve their functionality.  However, the functional condition of those materials cannot be certified until they are tested in an appropriate laboratory setting by qualified scientific personnel using validated equipment, which may not be completed for at least three to six months.

To the extent that cells are not sufficiently functional for our purposes, we would need to incur the time and expense of regenerating cell lines from cell banks, or regenerating cell banks from feeder cells, which could delay and increase the cost of our research and development work.

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Sales of any products we may develop may be adversely impacted by the availability of competing products

· In order to compete with other products, particularly those that sell at lower prices, our products will have to provide medically significant advantages.

· Physicians and hospitals may be reluctant to try a new product due to the high degree of risk associated with the application of new technologies and products in the field of human medicine.

· There also is a risk that our competitors may succeed at developing safer or more effective products that could render our products and technologies obsolete or noncompetitive.

We have not definitively determined for financial accounting purposes the value of non-cash assets that we acquired from Geron and BioTime.  To the extent these assets represent in-process research and development without alternative future use, we will recognize them as research and development expense in our statement of operations.  Our valuation of capitalized non-cash assets will be reflected on our balance sheet, and our subsequent results of operations will include a charge for amortization expense based on the value of those assets.

In accordance with applicable financial accounting rules, the total purchase consideration paid by us for the assets contributed by BioTime and Geron will be allocated to the net tangible and identifiable intangible assets acquired, and liabilities assumed, based on the expected estimated fair values of those assets on the date we acquired those assets.  We will assess the value of the acquired assets based upon a complete review of those assets and our valuation will take into account factors such as the condition of the cells, cell lines and other biological materials being contributed to us, the stage of development of particular technology and product candidates related to patents, patent applications, and know-how, our intended use of intangible assets and the priority we assign to the development of product candidates to which those assets relate, and our assessment of the estimated useful lives of patents.  To the extent these assets represent in-process research and development without alternative future use, we will recognize them as research and development expense in our statement of operations.  We may also obtain independent, third party valuations of the OrthoCyte Corporation and Cell Cure Neurosciences, Ltd. stock that we receive from BioTime in the Asset Contribution.  The fair value of the BioTime common shares we received will be determined based on the market value of BioTime common shares reported on the NYSE MKT on the date we acquired those shares.  The value of non-cash capitalized assets will be reflected on our balance sheet and our amortization of those values will be an expense item in our results of operations.

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Any products that receive regulatory approval may be difficult and expensive to manufacture on a commercial scale

· hES derived therapeutic cells have only been produced on a small scale and not in quantities and at levels of purity and viability that will be needed for wide scale commercialization.   If we are successful in developing products that consist of hES cells or other cells or products derived from hES or other cells, we will need to develop, alone or in collaboration with one or more pharmaceutical companies or contract manufacturers, technology for the commercial production of those products.

· Our hES cell or other cell based products are likely to be more expensive to manufacture on a commercial scale than most other drugs on the market today.  The high cost of manufacturing a product will require that we charge our customers a high price for the product in order to cover our costs and earn a profit.  If the price of our products is too high, hospitals and physicians may be reluctant to purchase our products, especially if lower priced alternative products are available, and we may not be able to sell our products in sufficient volumes to recover our costs of development and manufacture or to earn a profit.

We do not have our own marketing, distribution, and sales resources for the commercialization of any products that we might successfully develop

· If we are successful in developing marketable products, we will need to build our own marketing, distribution, and sales capability for our products, which would require the investment of significant financial and management resources, or we will need to find collaborative marketing partners, independent sales representatives, or wholesale distributors for the commercial sale of our products.

· If we market products through arrangements with third parties, we may pay sales commissions to sales representatives or we may sell or consign products to distributors at wholesale prices.  As a result, our gross profit from product sales may be lower than it would be if we were to sell our products directly to end users at retail prices through our own sales force.

· There can be no assurance that we will able to negotiate distribution or sales agreements with third parties on favorable terms to justify our investment in our products or achieve sufficient revenues to support our operations.

We do not have the ability to independently conduct clinical trials required to obtain regulatory approvals for our therapeutic product candidates

We will need to rely on third parties, such as contract research organizations, data management companies, contract clinical research associates, medical institutions, clinical investigators and contract laboratories to conduct any clinical trials that we may undertake for our products.  We may also rely on third parties to assist with our preclinical development of therapeutic product candidates.  If we outsource clinical trials we may be unable to directly control the timing, conduct and expense of our clinical trials.  If we enlist third parties to conduct clinical trials and they fail to successfully carry out their contractual duties or regulatory obligations or fail to meet expected deadlines, if the third parties need to be replaced or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to clinical protocols or regulatory requirements or for other reasons, our preclinical development activities or clinical trials may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatory approval for or successfully commercialize our therapeutic product candidates.

We have assumed certain obligations and potential liabilities with regard to clinical trials conducted by Geron, and we do not yet know the scope of any resulting expense

We have assumed Geron’s obligations to obtain information and prepare reports about the health of patients who participated in clinical trials of Geron’s GRNOPC1 cell replacement therapy for spinal cord damage and its GRNVAC1 immunological therapy for certain cancers.  Although the future cost of patient health information gathering and reporting is not presently determinable, we do not expect that the cost will be material to our financial condition.

We have also assumed any liabilities to those patients that might arise as result of any injuries they may have incurred as a result of their participation in the clinical trials.  We are not aware of any claims by patients alleging injuries suffered as a result of the Geron clinical trials, but if any claims are made and if liability can be established, the amount of any liability that we may incur, depending upon the nature and extent of any provable injuries incurred, could exceed any insurance coverage we may obtain and the amount of the liability could be material to our financial condition.

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Our business could be adversely affected if we lose the services of the key personnel upon whom we depend

Our stem cell research program will be directed primarily by our Chief Executive Officer Dr. Thomas Okarma and by our President of Research and Development, Dr. Jane S. Lebkowski.  The loss of the services of Dr. Okarma or Dr. Lebkowski could have a material adverse effect on us.

Our business and operations could suffer in the event of system failures

Despite the implementation of security measures, our internal computer systems and those of our contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures.  Such events could cause interruption of our operations.  For example, the loss of data for our product candidates could result in delays in our regulatory filings and development efforts and significantly increase our costs.  To the extent that any disruption or security breach was to result in a loss of or damage to our data, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the development of our product candidates could be delayed.

Failure of our internal control over financial reporting could harm our business and financial results

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting for external purposes in accordance with accounting principles generally accepted in the U.S.  Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of our assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements would be prevented or detected on a timely basis.  Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.  Our growth and entry into new products, technologies and markets will place significant additional pressure on our system of internal control over financial reporting.  Any failure to maintain an effective system of internal control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and prevent fraud.

We will initially rely in part on financial systems maintained by BioTime and upon services provided by BioTime personnel.  BioTime will allocate certain expenses among itself, us, and BioTime’s other subsidiaries, which creates a risk that the allocations may not accurately reflect the benefit of an expenditure or use of financial or other resources by us, BioTime as our parent company, and the BioTime subsidiaries among which the allocations are made.

Risks Related to Our Industry

We will face certain risks arising from regulatory, legal, and economic factors that affect our business and the business of other pharmaceutical and biological product development companies.  Because we are a small company with limited revenues and limited capital resources, we may be less able to bear the financial impact of these risks than larger companies that have substantial income and available capital.

If we do not receive FDA and other regulatory approvals we will not be permitted to sell our products

The cell-based products that we are developing cannot be sold until the FDA and corresponding foreign regulatory authorities approve the products for medical use.  To date, long-term safety and efficacy has not been demonstrated in clinical trials for any of our product candidates.  The need to obtain regulatory approval to market a new product means that:

· we will have to conduct expensive and time consuming clinical trials of new products.  The full cost of conducting and completing clinical trials necessary to obtain FDA and foreign regulatory approval of a new product cannot be presently determined, but could exceed our current financial resources.

· clinical trials and the regulatory approval process for a cell-based product can take several years to complete.  As a result, we will incur the expense and delay inherent in seeking FDA and foreign regulatory approval of new products, even if the results of clinical trials are favorable.

· data obtained from preclinical and clinical studies is susceptible to varying interpretations that could delay, limit, or prevent regulatory agency approvals.  Delays in the regulatory approval process or rejections of an application for approval of a new drug or cell-based product may be encountered as a result of changes in regulatory agency policy.

· because the therapeutic products we plan to develop with hES and iPS technology involve the application of new technologies and approaches to medicine, the FDA or foreign regulatory agencies may subject those products to additional or more stringent review than drugs or biologicals derived from other technologies.

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· a product that is approved may be subject to restrictions on use.

· the FDA can recall or withdraw approval of a product if problems arise.

· we will face similar regulatory issues in foreign countries.

Clinical trial failures can occur at any stage of the testing and we may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay or prevent commercialization of our current or future product candidates

All of our product candidates are either at early stages of clinical development or at the preclinical or research stages of development.  Clinical trial failures or delays can occur at any stage of the trials, and may be directly or indirectly caused by a variety of factors, including but not limited to:

· delays in securing clinical investigators or trial sites for our clinical trials;

· delays in obtaining Institutional Review Board (“IRB”) and other regulatory approvals to commence a clinical trial;

· slower than anticipated rates of patient recruitment and enrollment, or failing to reach the targeted number of patients due to competition for patients from other trials;

· limited or no availability of coverage, reimbursement and adequate payment from health maintenance organizations and other third party payors for the use of agents used in our clinical trials;

· negative or inconclusive results from clinical trials;

· unforeseen side effects interrupting, delaying, or halting clinical trials of our product candidates, and possibly resulting in the FDA or other regulatory authorities denying approval of our product candidates;

· unforeseen safety issues;

· uncertain dosing issues;

· approval and introduction of new therapies or changes in standards of practice or regulatory guidance that render our clinical trial endpoints or the targeting of our proposed indications obsolete;

· inability to monitor patients adequately during or after treatment or problems with investigator or patient compliance with the trial protocols;

· inability to replicate in large controlled studies safety and efficacy data obtained from a limited number of patients in uncontrolled trials;

· inability or unwillingness of medical investigators to follow our clinical protocols; and

· unavailability of clinical trial supplies.

Government imposed bans or restrictions, and religious, moral and ethical concerns on the use of hES cells could prevent us from developing and successfully marketing stem cell products

· Government imposed bans or restrictions on the use of embryos or hES cells research and development in the United States and abroad could generally constrain stem cell research, thereby limiting the market and demand for any of our products that receive regulatory approval.  During March 2009, President Obama lifted certain restrictions on federal funding of research involving the use of hES cells, and in accordance with President Obama’s executive order, the National Institutes of Health has adopted new guidelines for determining the eligibility of hES cell lines for use in federally funded research.  The central focus of the proposed guidelines is to assure that hES cells used in federally funded research were derived from human embryos that were created for reproductive purposes, were no longer needed for this purpose, and were voluntarily donated for research purposes with the informed written consent of the donors.  hES cells that were derived from embryos created for research purposes rather than reproductive purposes, and other hES cells that were not derived in compliance with the guidelines, are not eligible for use in federally funded research.

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· California law requires that stem cell research be conducted under the oversight of a stem cell research oversight (SCRO) committee.  Many kinds of stem cell research, including the derivation of new hES cell lines, may only be conducted in California with the prior written approval of the SCRO.  A SCRO could prohibit or impose restrictions on the research we plan to do.

· The use of hES cells gives rise to religious, moral and ethical issues regarding the appropriate means of obtaining the cells and the appropriate use and disposal of the cells.  These considerations could lead to more restrictive government regulations or could generally constrain stem cell research thereby limiting the market and demand for any of our products that receive regulatory approval.

If we are unable to obtain and enforce patents and to protect our trade secrets, others could use our technology to compete with us, which could limit opportunities for us to generate revenues by licensing our technology and selling products

· Our success will depend in part on our ability to obtain and enforce patents and maintain trade secrets in the United States and in other countries.  If we are unsuccessful in obtaining and enforcing patents, our competitors could use our technology and create products that compete with our products, without paying license fees or royalties to us.

· The preparation, filing, and prosecution of patent applications can be costly and time consuming.  Our limited financial resources may not permit us to pursue patent protection of all of our technology and products throughout the world.

· Even if we are able to obtain issued patents covering our technology or products, we may have to incur substantial legal fees and other expenses to enforce our patent rights in order to protect our technology and products from infringing uses.  We may not have the financial resources to finance the litigation required to preserve our patent and trade secret rights.

There is no certainty that our pending or future patent applications will result in the issuance of patents

· We have acquired patent applications for technology that Geron developed, and we obtained licenses for a number of patent applications covering technology developed by others that we believe will be useful in producing new products, and which we believe may be of commercial interest to other companies that may be willing to sublicense the technology for fees or royalty payments.  We may also file new patent applications in the future seeking patent protection for new technology or products that we develop ourselves or jointly with others.  However, there is no assurance that any of the patent applications that we acquired or any licensed patent applications or any future patent applications that we may file in the United States or abroad will result in the issuance of patents.

· In Europe, the European Patent Convention prohibits the granting of European patents for inventions that concern "uses of human embryos for industrial or commercial purposes."  The European Patent Office is presently interpreting this prohibition broadly, and is applying it to reject patent claims that pertain to human embryonic stem cells.  However, this broad interpretation is being challenged through the European Patent Office appeals system.  As a result, we do not yet know whether or to what extent we will be able to obtain patent protection for our human embryonic stem cell technologies in Europe.

· The 2012 Supreme Court decision in Mayo Collaborative Services v. Prometheus Laboratories, Inc. , will need to be considered if we attempt to develop diagnostic methods, since the Court denied patent protection for the use of a mathematical correlation of the presence of a well-known naturally occurring metabolite as a means of determining proper drug dosage.  The claims in the contested patents that were the subject of the Supreme Court decision in Mayo Collaborative Services v. Prometheus Laboratories, Inc. were directed to measuring the serum level of a drug metabolite and adjusting the dosing regimen of the drug based on the metabolite level.  The Supreme Court said that a patent claim that merely claimed a correlation between the blood levels of a drug metabolite and the best dosage of the drug was not patentable subject matter because it did no more than recite a correlation that occurs in nature.  Natural phenomena alone have been held by the courts to be unpatentable subject matter.  Although we do not expect that the development of similar diagnostic products will be a significant part of our business, the holding in Mayo Collaborative Services v. Prometheus Laboratories, Inc. may limit our ability to obtain patent protection on diagnostic methods that merely recite a correlation between a naturally occurring event and a diagnostic outcome associated with that event.

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The patent protection for our product candidates or products may expire before we are able to maximize their commercial value, which may subject us to increased competition and reduce or eliminate our opportunity to generate product revenue.

The patents for our product candidates have varying expiration dates and, when these patents expire, we may be subject to increased competition and our opportunity to establish or maintain product revenue could be substantially reduced or eliminated, and as a result we may not be able to recover our development costs.  In some of the larger economic territories, such as the United States and Europe, patent term extension/restoration may be available to compensate for time taken during aspects of the product candidate's regulatory review.  We cannot, however, be certain that an extension will be granted or, if granted, what the applicable time period or the scope of patent protection afforded during any extended period will be.  In addition, even though some regulatory agencies may provide some other exclusivity for a product candidate under its own laws and regulations, we may not be able to qualify the product candidate or obtain the exclusive time period.  However, because stem cell therapy products are new to the regulatory agencies, it is not presently certain whether competitors seeking approval for competing cell therapy products would be able to obtain regulatory approval through an expeditious process similar to that available for manufacturers of genetic drugs, and the time and cost for competitors to obtain regulatory approval for their products could keep those competing products off the market for a period of time beyond the expiration date of our patents.

The process of applying for and obtaining patents can be expensive and slow

· The preparation and filing of patent applications, and the maintenance of patents that are issued, may require substantial time and money.

· A patent interference proceeding may be instituted with the U.S. Patent and Trademark Office (the “PTO”) when more than one person files a patent application covering the same technology, or if someone wishes to challenge the validity of an issued patent.  At the completion of the interference proceeding, the PTO will determine which competing applicant is entitled to the patent, or whether an issued patent is valid.  Patent interference proceedings are complex, highly contested legal proceedings, and the PTO’s decision is subject to appeal.  This means that if an interference proceeding arises with respect to any of our patent applications, we may experience significant expenses and delay in obtaining a patent, and if the outcome of the proceeding is unfavorable to us, the patent could be issued to a competitor rather than to us.

· A derivation proceeding may be instituted by the PTO or an inventor alleging that a patent or application was derived from the work of another inventor.

· Post Grant Review under the new America Invents Act will make available opposition-like proceedings in the United States.  As with the PTO interference proceedings, Post Grant Review proceedings will be very expensive to contest and can result in significant delays in obtaining patent protection or can result in a denial of a patent application.

· Oppositions to the issuance of patents may be filed under European patent law and the patent laws of certain other countries.  As with the PTO interference proceedings, these foreign proceedings can be very expensive to contest and can result in significant delays in obtaining a patent or can result in a denial of a patent application.

We have assumed Geron’s appeal of two adverse patent rulings, and if the appeal is not successful, we may not realize value from the Geron patent applications at issue in the appeal and might be precluded from developing therapies to treat certain diseases, such as diabetes.

We have been substituted for Geron as a party in interest in an appeal filed by Geron in the United States District Court for the Northern District of California on September 13, 2012, appealing two adverse rulings in favor of ViaCyte, Inc. by the United States Patent and Trademark Office’s Board of Patent Appeals and Interferences.  These rulings related to interference proceedings involving patent filings relating to definitive endoderm cells.  Geron had requested that the Board of Patent Appeals and Interferences declare this interference after ViaCyte was granted patent claims that conflicted with subject matter Geron filed in a patent application having an earlier priority date.  Those Geron patent applications are among the patent assets that Geron has contributed to us.  We have agreed to assume all liabilities relating to the ViaCyte appeal and the related interference proceedings, including the costs of litigation, other than expenses incurred by Geron prior to the closing of the Asset Contribution.  Appeals of this nature may involve costly and time-consuming legal proceedings.

If we are not successful in the ViaCyte appeal, ViaCyte would retain its patent claims directed to definitive endoderm.   Definitive endoderm is an early pre-cursor of numerous cell types including liver and β-cells of the pancreas that could potentially treat diabetes, and it is likely that the derivation of any of the endodermal lineage cells from embryonic stem cells would necessarily pass through the definitive endoderm stage.  As a result, we would be unable to develop and commercialize those cell types without a license from ViaCyte, and we may be unable to realize value from the Geron patent applications at issue in the appeal.

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We may be subject to patent infringement claims that could be costly to defend, which may limit our ability to use disputed technologies, and which could prevent us from pursuing research and development or commercialization of some of our products, require us to pay licensing fees to have freedom to operate and/or result in monetary damages or other liability for us

The success of our business will depend significantly on our ability to operate without infringing patents and other proprietary rights of others.  If the technology that we use infringes a patent held by others, we could be sued for monetary damages by the patent holder or its licensee, or we could be prevented from continuing research, development, and commercialization of products that rely on that technology, unless we are able to obtain a license to use the patent.  The cost and availability of a license to a patent cannot be predicted, and the likelihood of obtaining a license at an acceptable cost would be lower if the patent holder or any of its licensees is using the patent to develop or market a product with which our product would compete.  If we could not obtain a necessary license, we would need to develop or obtain rights to alternative technologies, which could prove costly and could cause delays in product development, or we could be forced to discontinue the development or marketing of any products that were developed using the technology covered by the patent.

Our patents may not protect any of our products that receive regulatory approval from competition

We have acquired patents and patent applications filed in the United States, Canada, the European Union countries, and in other foreign countries for a variety of hES and iPS technologies.

· We might not be able to obtain any additional patents, and any patents that we do obtain might not be comprehensive enough to provide us with meaningful patent protection.

· There will always be a risk that our competitors might be able to successfully challenge the validity or enforceability of any patent issued to us.

· In addition to interference proceedings, the PTO can reexamine issued patents at the request of a third party seeking to have the patent invalidated.  This means that patents owned or licensed by us may be subject to reexamination and may be lost if the outcome of the reexamination is unfavorable to us.  Our patents may be subject to inter partes review (replacing the reexamination proceeding), a proceeding in which a third party can challenge the validity of one of our patents.

If we fail to meet our obligations under license agreements, we may lose our rights to key technologies on which our business depends

Our business will depend in part on several technologies that are based in part on technology licensed from third parties.  Those third-party license agreements impose obligations on us, including payment obligations and obligations to pursue development of commercial products under the licensed patents or technology.  If a licensor believes that we have failed to meet our obligations under a license agreement, the licensor could seek to limit or terminate our license rights, which could lead to costly and time-consuming litigation and, potentially, a loss of the licensed rights.  During the period of any such litigation our ability to carry out the development and commercialization of potential products, and our ability to raise capital, could be significantly and negatively affected.  If our license rights were restricted or ultimately lost, we would not be able to continue to use the licensed technology in our business.

The price and sale of any of our products that receive regulatory approval may be limited by health insurance coverage and government regulation

Success in selling any of our products that receive regulatory approval may depend in part on the extent to which health insurance companies, HMOs, and government health administration authorities such as Medicare and Medicaid will pay for the cost of the products and related treatment.  Until we actually introduce a new product into the medical market place we will not know with certainty whether adequate health insurance, HMO, and government coverage will be available to permit the product to be sold at a price high enough for us to generate a profit.  In some foreign countries, pricing or profitability of health care products is subject to government control which may result in low prices for our products.  In the United States, there have been a number of federal and state proposals to implement similar government controls, and new proposals are likely to be made in the future.

Risks Related to Our Relationship With BioTime

We are a subsidiary of BioTime, and accordingly our business is substantially controlled by BioTime.

As of October 1, 2013, BioTime owned approximately 71.6% of our issued and outstanding shares of common stock as a whole, and also holds warrants that, if exercised, would increase its ownership by approximately 2.2%.  This means that BioTime will have the voting power, through its ownership of Series B Shares, to elect our entire Board of Directors and to control our management.

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BioTime could cause corporate actions to be taken even if the interests of BioTime conflict with the interests of our other shareholders.  This concentration of voting power could have the effect of deterring or preventing a change in control that might be beneficial to our other shareholders.

As the majority shareholder, BioTime will have the voting power to approve or disapprove any matter or corporate transaction presented to our shareholders for approval, including but not limited to

· any amendment of our certificate of incorporation or bylaws;

· any merger or consolidation of us with another company;

· any recapitalization or reorganization of our capital stock;

· any sale of assets or purchase of assets; or

· a corporate dissolution or a plan of liquidation of our business.

We will initially rely upon BioTime for certain services and resources

Although we have our own research facilities, scientific personnel, and some management personnel, we will initially rely on BioTime to provide certain management and administrative services, including patent prosecution, certain legal services, accounting, financial management, and controls over financial accounting and reporting.  We have entered into a Shared Facilities and Services Agreement with BioTime under which we have agreed to bear costs allocated to us by BioTime for the use of BioTime human resources and for services and materials provided for our benefit by BioTime.  We will pay BioTime 105% of its costs of providing personnel and services to us, and for any use of its facilities by us, including an allocation of general overhead based on that use.  We may also share the services of some research personnel with BioTime.

If BioTime’s human resources and facilities are not sufficient to serve both BioTime’s needs and ours, we will have to hire additional personnel of our own, either on a full-time or part-time basis, as employees or as consultants, and the cost of doing so could be greater than the costs that would be allocated to us by BioTime.  Also, any new personnel that we may need to hire may not be as familiar with our business or operations as BioTime’s personnel, which means that we would incur the expense and inefficiencies related to training new employees or consultants.

A majority of our directors are also directors of BioTime

Five of the six members of our Board of Directors also serve on the BioTime Board of Directors, and some also serve on the Boards of Directors of one or more of BioTime’s other subsidiaries.  This commonality of directors means that we will not have a Board of Directors making business decisions on our behalf independent from BioTime.  Even those of our directors who do not serve on the BioTime Board of Directors will be elected to our Board of Directors by BioTime, and they may be removed from our Board by BioTime, as the majority shareholder.

Conflicts of interest may arise from our relationship with BioTime

Our relationship with BioTime could give rise to certain conflicts of interest that could have an impact on our research and development programs, business opportunities, and operations generally.

· We and BioTime or any of its other subsidiaries may determine to engage in research and development of the same or similar products or technologies, or products that would otherwise compete in the market place.  Even if we utilize different technologies than BioTime or its other subsidiaries, we could find ourselves in competition with them for research scientists, financing and other resources, licensing, manufacturing, and distribution arrangements, and for customers if we and BioTime or another BioTime subsidiary both bring products to market.

· Because we are a subsidiary of BioTime, BioTime could prevent us from engaging in research and development programs, investments, business ventures, or agreements to develop, license, or acquire products or technologies that would or might compete with those owned, licensed, or under development by BioTime or any of its other subsidiaries.

· BioTime may determine that some of our patents or technology would be useful in its business or that of another BioTime subsidiary, and BioTime or another BioTime subsidiary may hold patents or technology that we may determine would be useful in our business.  In such cases we may enter into license or sublicense agreements with BioTime or another BioTime subsidiary for the use of such patents or technology.  Conflicts of interest will arise in determining the scope and financial terms of any such licenses or sublicenses, including the fields of use permitted, licensing fees, and royalties, if any, and other matters.

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· BioTime and its other subsidiaries will engage for their own accounts in research and product development programs, investments, and business ventures, and we will not be entitled to participate or to receive an interest in those programs, investments, or business ventures.  BioTime and its other subsidiaries will not be obligated to present any particular research and development, investment, or business opportunity to us, even if the opportunity would be within the scope of our research and development plans or programs, business objectives, or investment policies.  These opportunities may include, for example, opportunities to acquire businesses or assets, including but not limited to patents and other intellectual property that could be used by us or by BioTime or by any of BioTime’s other subsidiaries.  Our respective boards of directors will have to determine which company should pursue those opportunities, taking into account relevant facts and circumstances at the time, such as the financial and other resources of the companies available to acquire and utilize the opportunity, and the best “fit” between the opportunity and the business and research and development programs of the companies.  However, since BioTime will have the ultimate power to elect the members of our Board of Directors, BioTime may have the ultimate say in decision making with respect to the allocation of opportunities.

· If we enter into any patent or technology license or sublicense, or any other agreement with BioTime or with another BioTime subsidiary, the BioTime companies that are parties to the agreement may have a conflict of interest in determining how and when they should enforce their rights under the agreement if the other BioTime company that is a party were to default or otherwise fail to perform any of its obligations under the agreement.

· One of our significant assets is 8,902,077 BioTime common shares that acquired from BioTime through the Asset Contribution Agreement.  We expect to sell the BioTime common shares from time to time, or to pledge those shares as collateral for loans, to raise capital to finance our operations.  We also may use a portion of these shares to settle any redemption rights that we may issue in connection with an offering of our common stock.  Because a sale of those shares could have a depressing effect on the market value of BioTime common shares, BioTime will have a continuing interest in the number of shares we sell, the prices at which we sell the shares, and time and manner in which the shares are sold.  Further, we may need or find it desirable to sell BioTime common shares at the same time as BioTime, or other BioTime subsidiaries that hold BioTime common shares, also desire to sell some of their BioTime common shares.  Concurrent sales of BioTime common shares by us, BioTime, or other BioTime subsidiaries could have a depressing effect on the market price of the BioTime common shares, lowering the price at which we and they are able to sell BioTime common shares and resulting in lower net proceeds from the sales.  We plan to coordinate any future sales of our BioTime common shares with BioTime and its other subsidiaries in order to provide an orderly and controlled process for raising capital through the sale of BioTime shares.  This will include an agreement as to the number of shares to be sold, the time period or “market window” for selling shares, the use of a common securities broker-dealer, and a fair allocation of net sales based on average sales prices during any trading day on which we and they sell BioTime shares.

· Each conflict of interest will be resolved by our respective boards of directors in keeping with their fiduciary duties and such policies as they may implement from time to time.  However, the terms and conditions of patent and technology licenses and other agreements between us and BioTime or other BioTime subsidiaries will not be negotiated on an arm’s-length basis due to BioTime’s ownership of a controlling interest in us and due to the commonality of directors serving on our respective boards of directors.

Risks Related to Our Dependence on Third Parties
 
If we fail to enter into and maintain successful strategic alliances for our therapeutic product candidates, we may have to reduce or delay our product development or increase our expenditures

An important element of our strategy for developing, manufacturing and commercializing our therapeutic product candidates will be entering into strategic alliances with pharmaceutical companies or other industry participants to advance our programs and enable us to maintain our financial and operational capacity.  We will face significant competition in seeking appropriate alliances. We may not be able to negotiate alliances on acceptable terms, if at all.  If we fail to create and maintain suitable alliances, we may have to limit the size or scope of, or delay, one or more of our product development or research programs, or we will have to increase our expenditures and will need to obtain additional funding, which may be unavailable or available only on unfavorable terms.

If we are able to enter into product development and marketing arrangements with pharmaceutical companies, we may license product development, manufacturing, and marketing rights to the pharmaceutical company or to a joint venture company formed with the pharmaceutical company.  Under such arrangements we might receive only a royalty on sales of the products developed or an equity interest in a joint venture company that develops the product.  As a result, our revenues from the sale of those products may be substantially less than the amount of revenues and gross profits that we might receive if we were to develop, manufacture, and market the products ourselves.

We may become dependent on possible future collaborations to develop and commercialize many of our product candidates and to provide the manufacturing, regulatory compliance, sales, marketing and distribution capabilities required for the success of our business.

We may enter into various kinds of collaborative research and development, manufacturing, and product marketing agreements to develop and commercialize our products.  Any future milestone payments and cost reimbursements from collaboration agreements could provide an important source of financing for our research and development programs, thereby facilitating the application of our technology to the development and commercialization of our products, but there are risks associated with entering into collaboration arrangements.

There is a risk that we could become dependent upon one or more collaborative arrangements for product development or manufacturing or as a source of revenues from the sale of any products that may be developed by us alone or through one of the collaborative arrangements.  A collaborative arrangement upon which we might depend might be terminated by our collaboration partner or they might determine not to actively pursue the development or commercialization of our products.  A collaboration partner also may not be precluded from independently pursuing competing products and drug delivery approaches or technologies.

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There is a risk that a collaboration partner might fail to perform its obligations under the collaborative arrangements or may be slow in performing its obligations.  In addition, a collaboration partner may experience financial difficulties at any time that could prevent it from having available funds to contribute to the collaboration.  If a collaboration partner fails to conduct its product development, manufacturing, commercialization, regulatory compliance, sales and marketing or distribution activities successfully and in a timely manner, or if it terminates or materially modifies its agreements with us, the development and commercialization of one or more product candidates could be delayed, curtailed or terminated because we may not have sufficient financial resources or capabilities to continue product development, manufacturing, and commercialization on our own.

We have no experience in manufacturing, marketing, selling or distributing products, and we may need to rely on marketing partners or contract sales companies if any of our product candidates receive regulatory approval.

Even if we are able to develop our products and obtain necessary regulatory approvals, we have no experience or capabilities of our own in manufacturing, marketing, selling or distributing any of the products that we plan to develop.  Accordingly, we will be dependent on our ability to build our own manufacturing, marketing, and distribution capability for our products, which would require the investment of significant financial and management resources, or we will need to find third parties to manufacture our products, and collaborative marketing partners or contract sales companies for commercial sale of those products.  Even if we find one or more potential third party manufacturers and marketing partners, of which there can be no assurance, we may not be able to negotiate manufacturing, licensing, or marketing contracts on favorable terms to justify our investment or achieve adequate revenues and margins.
 
Risks Pertaining to Our Common Stock

Ownership of our common stock will entail certain risks associated with the volatility of prices for our shares and the fact that we do not pay dividends on our common stock.  Risks pertaining to ownership of our common stock will pertain to ownership of both our Series A Shares and Series B Shares.

There is no public market for our common stock

At the date of this report, there is no public market for our common stock or any of our other securities.  Accordingly, our stockholders presently do not have a market on which they can their common stock.  We plan to apply to list our Series A Shares and Series B Shares on the NYSE MKT but there is no assurance that we will be able to meet the initial listing standards of the NYSE MKT, that our listing application will be approved, or that a robust trading market will develop even if it is approved.  If our common stock is listed on the NYSE MKT there will be a risk that we may not be able to meet the NYSE MKT standards for continued listing, which could lead to the delisting of our common stock.  Accordingly, there can be no assurance that an active market for our common stock will develop or, if a market does develop, that it will be sustained.

Because we are engaged in the development of stem cell therapeutic products, the price of our common stock may rise and fall rapidly if a market for our common stock develops

If a market for our common stock develops, the market price of our common stock, like that of the shares of many biotechnology companies, may be highly volatile.  The price of our common stock may rise or fall rapidly as a result of a number of factors, including:

· sales or potential sales of substantial amounts of our common stock;
 
· results of preclinical testing or clinical trials of our product candidates or those of our competitors;
 
· announcements about us or about our competitors, including clinical trial results, regulatory approvals, new product introductions and commercial results;
 
· the cost of our development programs;
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· the success of competitive products or technologies;
 
· litigation and other developments relating to our issued patents or patent applications or other proprietary rights or those of our competitors;
 
· conditions in the pharmaceutical or biotechnology industries;
 
· actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;
 
· variations in our financial results or those of companies that are perceived to be similar to us, including the failure of our earnings to meet analysts’ expectations; and
 
· general economic, industry and market conditions.

Many of these factors are beyond our control.  The stock markets in general, and the market for pharmaceutical and biotechnological companies in particular, have been experiencing extreme price and volume fluctuations which have affected the market price of the equity securities without regard to the operating performance of the issuing companies.  Broad market fluctuations, as well as industry factors and general economic and political conditions, may adversely affect the market price of our common stock, including both common stock and Series A Shares.
 
If a market for our common stock develops , the market price could decline due to the large number of outstanding shares of our common stock eligible for future sale

Sales of substantial amounts of our common stock in the public market following the Series A Distribution, or the perception that those sales could occur, could cause the market price of our common stock to decline.  Sales of substantial amounts of common stock could also make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.

The 6,537,779 Series A Shares that will be distributed to Geron’s stockholders will be tradable without restriction.  We have agreed to register for sale under the Securities Act of 1933, as amended (the “Securities Act”), the 2,136,000 Series B Shares that we sold to Romulus, and up to 350,000 additional common stock that Romulus may acquire by exercising its warrants, and the Series A Shares into which those Series B Shares may be converted in the future.  We have agreed to file a registration statement covering the shares and warrants held by Romulus promptly after the date on which we become eligible to register those securities on Form S-3.  Under the rules for the use of Form S-3, the earliest date on which we will become eligible to register securities in a secondary offering on Form S-3 will be September 27, 2014.

We have not registered for sale or transfer under the Securities Act any of the 21,823,340 Series B Shares or 3,150,000 warrants that BioTime owns, or the Series B Shares that it may receive if it exercises its warrants.  However, BioTime reserves the right to sell its Series B Sharse and warrants in the future or to distribute them to its shareholders.

Because we do not pay dividends, our common stock may not be a suitable investment for anyone who needs to earn dividend income

We do not pay cash dividends on our common stock.  For the foreseeable future we anticipate that any earnings generated in our business will be used to finance the growth of our business and will not be paid out as dividends to our shareholders.  This means that our common stock may not be a suitable investment for anyone who needs to earn income from their investments.

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The price of our common stock, and the value of our assets, will be affected by changes in the value of the BioTime common shares that we own

· We received 8,902,077 BioTime common shares under the Asset Contribution Agreement.  The value of our common stock will reflect, in part, the value of the BioTime common shares that we hold.  The value of the BioTime common shares we hold will vary with the price at which BioTime common shares trade in the public market.  The market price of BioTime common shares will be impacted by a number of factors, including the results of BioTime’s operations.

· We may sell our BioTime common shares from time to time to raise capital for our operations.  We expect that such sales will be done in “at-the-market” transactions in which we will sell shares on the NYSE MKT through one or more broker-dealers acting as our sales agent or as principals, or through block position sales, sales to market makers, or similar transactions in which the price per share that we receive will be based on the prevailing market price.

Securities analysts may not initiate coverage or continue to cover our common stock, and this may have a negative impact on the market price of our stock

The trading market for our common stock, if any, will depend, in part, on the research and reports that securities analysts publish about our business and our common stock.  We do not have any control over these analysts.  There is no guarantee that securities analysts will cover our stock.  If securities analysts do not cover our common stock, the lack of research coverage may adversely affect the market price of those shares.  If securities analysts do cover our common stocks, they could issue reports or recommendations that are unfavorable to the price of our shares, and they could downgrade a previously favorable report or recommendation, and in either case our share price could decline as a result of the report.  If one or more of these analysts ceases to cover our common stock or fails to publish regular reports on our business, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

You may experience dilution of your ownership interests because of the future issuance of additional shares of our common stock and our preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present shareholders.  We are currently authorized to issue an aggregate of 150,000,000 shares of common stock, consisting of 75,000,000 Series A Shares and 75,000,000 Series B Shares.  We are also authorized to issue 5,000,000 shares of “blank check” preferred stock.  As of October 1, 2013, we had issued and outstanding 6,537,779 Series A Shares and 23,961,040 Series B Shares.  We have also reserved 3,500,000 Series B Shares for issuance upon the exercise of the warrants, and 4,500,000 Series B Shares for issuance under a stock option and stock purchase plan.  The Series B Shares will be convertible into Series A Shares after the completion of the Series A Distribution and the BioTime Warrants Distribution.

We may issue additional Series A Shares, common stock, or other securities in order to raise additional capital, or in connection with hiring or retaining employees or consultants, or in connection with future acquisitions of licenses to technology or rights to acquire products, in connection with future business acquisitions, or for other business purposes.  The future issuance of any such additional shares of common stock or other securities may create downward pressure on the trading price of our common stock.

We may also issue 5,000,000 shares of preferred stock having rights, preferences, and privileges senior to the rights of our common stock with respect to dividends, rights to share in distributions of our asset s if we liquidate our company, or voting rights.  Any preferred stock may also be convertible into Series A Shares or Series B Shares on terms that would be dilutive to holders of common stock.

Sales of certain Series A Shares may have a temporary impact on the market price of our common stock, including the common stock.

Subject to certain limitations, Geron has agreed to distribute to its stockholders, on a pro rata basis, the Series A Shares it received from us in the Asset Contribution.  Sales of those Series A Shares by the Geron stockholders who receive them could have a negative effect on the price at which our common stock trades in the market.

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Unless our common stock is approved for listing on a national securities exchange it will be subject to the so-called “penny stock” rules that impose restrictive sales practice requirements

If we are unable to obtain approval from a national securities exchange to list our common stock, those shares could become subject to the so-called “penny stock” rules if the shares have a market value of less than $5.00 per share.  The SEC has adopted regulations that define a penny stock to include any stock that has a market price of less than $5.00 per share, subject to certain exceptions, including an exception for stock traded on a national securities exchange.  The SEC regulations impose restrictive sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors.  An accredited investor generally is a person whose individual annual income exceeded $200,000, or whose joint annual income with a spouse exceeded $300,000 during the past two years and who expects their annual income to exceed the applicable level during the current year, or a person with net worth in excess of $1,000,000, not including the value of the investor’s principal residence and excluding mortgage debt secured by the investor’s principal residence up to the estimated fair market value of the home, except that any mortgage debt incurred by the investor within 60 days prior to the date of the transaction shall not be excluded from the determination of the investor’s net worth unless the mortgage debt was incurred to acquire the residence.  For transactions covered by this rule, the broker-dealer must make a special suitability determination for the purchaser and must have received the purchaser’s written consent to the transaction prior to sale.  This means that if we are unable to list our common stock on a national securities exchange, the ability of shareholders to sell their common shares in the secondary market could be adversely affected.

If a transaction involving a penny stock is not exempt from the SEC’s rule, a broker-dealer must deliver a disclosure schedule relating to the penny stock market to each investor prior to a transaction.  The broker-dealer also must disclose the commissions payable to both the broker-dealer and its registered representative, current quotations for the penny stock, and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.  Finally, monthly statements must be sent disclosing recent price information for the penny stock held in the customer’s account and information on the limited market in penny stocks.

We are an "emerging growth company," and may elect to comply with reduced public company reporting requirements applicable to emerging growth companies, which could make our common stock less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and we may to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.  We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions.  If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”  We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) December 31, 2018; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.

As of September 30, 2013, we had granted options to purchase a total of 2,755,000 shares of our common stock to employees and directors, at a weighted average price of $2.34 per share.  Option grants and the issuances of common stock upon exercise of such options were exempt pursuant to Rule 701 and Section 4(2) of the Securities Act of 1933.

Item 3.
Default Upon Senior Securities.

None.

Item 4.
Mine Safety Disclosures

Not Applicable.

Item 5.
Other Information.

None.

37
Item 6.
Exhibits
 
 
Exhibit
Numbers
Description
 
2.1
Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation. (1) Schedules to the Asset Contribution Agreement have been omitted. Asterias agrees to furnish supplementally a copy of the omitted schedules to the Commission upon request
 
 
3.1
Amended and Restated Certificate of Incorporation (2)
 
 
3.2
Bylaws (2)
 
 
4.1
Specimen of Series A Common Stock Certificate (3)
 
 
4.2
Warrant Agreement , dated October 1, 2013, by Asterias Biotherapeutics, Inc. for the benefit of BioTime, Inc. (4)
 
 
4.3
Form of Warrant (Included in Exhibit 4.2) (4)
 
 
4.4
Warrant Agreement, dated October 1, 2013, by Asterias Biotherapeutics, Inc. for the benefit of Romulus Films Ltd. (4)
 
 
 4.5
Form of Warrant (Included in Exhibit 4.5) (4)
 
 
10.1
Royalty Agreement, dated October 1, 2013, between Asterias Biotherapeutics, Inc. and Geron Corporation.*
 
 
10.2
Exclusive Sublicense Agreement, dated October 1, 2013, between Geron Corporation and Asterias Biotherapeutics, Inc.*
 
 
10.3
Sublicense Agreement, dated October 1, 2013, between BioTime, Inc. and Asterias Biotherapeutics, Inc.*
 
 
10.4
Exclusive License Agreement, dated February 20, 2003, and First Amendment thereto dated September 7, 2004, between The Regents of the University of California and Geron Corporation*
 
 
10.5
Non-exclusive License Agreement, dated October 7, 2013, between the Wisconsin Alumni Research Foundation and Asterias Biotherapeutics, Inc. ( Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
 
 
31
Rule 13a-14(a)/15d-14(a) Certification.*
 
 
32
Section 1350 Certification.*
 
 
101
Interactive Data File
 
 
101.INS
XBRL Instance Document *
 
 
101.SCH
XBRL Taxonomy Extension Schema *
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase *
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase *
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase *
 
 
101.DEF
XBRL Taxonomy Extension Definition Document *
 
 
(1)
Incorporated by reference to Current Report on Form 8-K filed by BioTime, Inc. with the Securities and Exchange Commission on January 8, 2013.

 
(2)
Incorporated by reference to Registration Statement on Form S-1 (333-187706) filed with the Securities and Exchange Commission on April 3, 2013.

 
(3)
Incorporated by reference to Amendment No. 3 to Registration Statement on Form S-1 (333-187706) filed with the Securities and Exchange Commission on September 3, 2013

 
(4)
Incorporated by reference to Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2013.

* Filed herewith.

38
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
ASTERIAS BIOTHERAPEUTICS, INC.
 
 
 
 
Date: November 12, 2013
/s/ Thomas B. Okarma
 
 
Thomas B. Okarma
 
 
Chief Executive Officer
 

Date: November 12, 2013
/s/ Robert W. Peabody
 
 
Robert W. Peabody
 
 
Chief Financial Officer
 
 
39
Exhibit
Numbers
Description
 
2.1
Asset Contribution Agreement, dated January 4, 2013, by and among BioTime, Inc., BioTime Acquisition Corporation, and Geron Corporation. (1) Schedules to the Asset Contribution Agreement have been omitted. Asterias agrees to furnish supplementally a copy of the omitted schedules to the Commission upon request
 
 
3.1
Amended and Restated Certificate of Incorporation (2)
 
 
3.2
Bylaws (2)
 
 
4.1
Specimen of Series A Common Stock Certificate (3)
 
 
4.2
Warrant Agreement , dated October 1, 2013, by Asterias Biotherapeutics, Inc. for the benefit of BioTime, Inc. (4)
 
 
4.3
Form of Warrant (Included in Exhibit 4.2) (4)
 
 
4.4
Warrant Agreement, dated October 1, 2013, by Asterias Biotherapeutics, Inc. for the benefit of Romulus Films Ltd. (4)
 
 
 4.5
Form of Warrant (Included in Exhibit 4.5) (4)
 
Royalty Agreement, dated October 1, 2013, between Asterias Biotherapeutics, Inc. and Geron Corporation.*
 
 
Exclusive Sublicense Agreement, dated October 1, 2013, between Geron Corporation and Asterias Biotherapeutics, Inc.*
 
 
Sublicense Agreement, dated October 1, 2013, between BioTime, Inc. and Asterias Biotherapeutics, Inc.*
 
 
Exclusive License Agreement, dated February 20, 2003, and First Amendment thereto dated September 7, 2004, between The Regents of the University of California and Geron Corporation*
 
 
Non-exclusive License Agreement, dated October 7, 2013, between the Wisconsin Alumni Research Foundation and Asterias Biotherapeutics, Inc. ( Portions of this exhibit have been omitted pursuant to a request for confidential treatment)*
 
 
Rule 13a-14(a)/15d-14(a) Certification.*
 
 
Section 1350 Certification.*
 
 
101
Interactive Data File
 
 
101.INS
XBRL Instance Document *
 
 
101.SCH
XBRL Taxonomy Extension Schema *
 
 
101.CAL
XBRL Taxonomy Extension Calculation Linkbase *
 
 
101.LAB
XBRL Taxonomy Extension Label Linkbase *
 
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase *
 
 
101.DEF
XBRL Taxonomy Extension Definition Document *
 
 
(1)
Incorporated by reference to Current Report on Form 8-K filed by BioTime, Inc. with the Securities and Exchange Commission on January 8, 2013.

 
(2)
Incorporated by reference to Registration Statement on Form S-1 (333-187706) filed with the Securities and Exchange Commission on April 3, 2013.

 
(3)
Incorporated by reference to Amendment No. 3 to Registration Statement on Form S-1 (333-187706) filed with the Securities and Exchange Commission on September 3, 2013

 
(4)
Incorporated by reference to Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2013.

* Filed herewith.

 
40
 
Exhibit 10.1
 
ROYALTY AGREEMENT

This Royalty Agreement ("Agreement") is made as of October 1, 2013 (“Effective Date”) by and between Asterias Biotherapeutics, Inc., a Delaware corporation (“Asterias”), and Geron Corp., a Delaware corporation (“Geron”).

RECITALS

WHEREAS, Asterias, BioTime, Inc. and Geron have entered into that certain Asset Contribution Agreement, dated January 4, 2013 (the “Asset Contribution Agreement”), pursuant to which Geron has transferred and assigned certain patents and patent applications to Asterias in exchange for shares of Asterias common stock; and

WHEREAS, Asterias has agreed to enter into this Agreement and pay to Geron royalties on product sales and a share of royalties received from third party licensees on the sale products covered by the Geron patents, on the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Parties hereto agree as follows:

ARTICLE 1 ‑ DEFINITIONS

Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Asset Contribution Agreement.   The following defined terms shall have the meanings ascribed to them in this Article 1:

1.1              “Affiliate” means, with respect to Geron or Asterias, any corporation, limited liability company, limited partnership or other entity in control of, controlled by, or under common control with such party.

1.2              “Combination Product” means any Product which includes one or more active ingredients other than a Product in combination with a Product, including a fixed-dose combination product.

1.3              “Confidential Information” means any and all information that is contained in any report under Section 3.1, or disclosed by Asterias or any of its Affiliates to Geron or its Representatives in connection with any audit under Section 3.2.

1.4              "Contributed Patents" means all of the patents, patent applications and patent rights to inventions identified on Schedule 1 and all active prosecution cases related thereto.

1.5              “Excluded Product” means any Product covered by one or more patents licensed to or from Geron under the cross-license among Geron, ES Cell International Pte Ltd. and Cell Cure Neurosciences, Ltd.

1.6              “First Commercial Sale” means the first sale for end-use or consumption of a Product.

1.7              "Net Sales" means the total gross amount invoiced and paid to Asterias or any Affiliate of Asterias for sales or transfers of Products to an unrelated third party anywhere in the world,
 
(a) less deductions for:
 
(i)              freight, postage and duties and transportation charges directly related to the Products sold (including handling and insurance with respect thereto);
 
(ii)              sales, value added and excise taxes or customs paid, and any other similar governmental charges imposed upon the sale of the Products that are not recoverable;
 
(iii)              allowances, chargebacks or credits actually granted by Asterias or its Affiliates to end-users not in excess of the selling price of Products, on account of rejection, outdating, recalls or return of Products; and
 
 
(iv)              rebates, reimbursements, fees or similar payments:  (1) to wholesalers and other distributors, pharmacies and other retailers, buying groups (including group purchasing organizations), health care insurance carriers, pharmacy benefit management companies, health maintenance organizations, hospitals, clinics, government agencies or authorities or other institutions or health care organizations; or (2) to patients and other third parties arising in connection with any program applicable to Products under which the Asterias or its Affiliates provide to low income, uninsured or other patients the opportunity to obtain one or more Products at a reduced cost.

For the avoidance of doubt, if a single item falls into more than one of the categories set forth in clauses “(a)(i)” through “(a)(iv)” above, such item may not be deducted more than once.  For purposes of determining Net Sales, a Product shall be deemed to be sold when invoiced.
 
(b) Net Sales for any Combination Product in a country shall be calculated as follows:
 
(i)              Where all active ingredients in such Combination Product are sold separately in the country, Net Sales shall be calculated by multiplying actual Net Sales of such Combination Product in such country as determined above by the fraction A/(A+B), where A is the net invoice price of the Product as sold separately in such country, and B is the sum of the net invoice prices of the other active ingredients in the combination.
 
(ii)              If the Product component of the Combination Product is sold separately in the country, but none of such other active ingredient(s) is sold separately in such country, Net Sales for the purpose of determining royalties due hereunder for the Combination Product will be calculated by multiplying actual Net Sales of such Combination Product by the fraction A/C, where A is the net invoice price of such Product component as sold separately, and C is the net invoice price of the Combination Product.
2
(iii)              If the Product component of the Combination Product is not sold separately in the country, but the other active ingredient(s) are sold separately in such country, Net Sales for the purpose of determining royalties due hereunder for the Combination Product will be calculated by multiplying actual Net Sales of such Combination Product by the fraction (C-D)/C, where: C is the net invoice price, in such country, for the Combination Product, and D is the sum of the net invoice prices charged for the other active ingredients in the Combination Product.
 
(iv)              If none of the Product component and the other active ingredients are sold separately in the country, Net Sales for the purposes of determining royalties due hereunder for the Combination Product will be determined by mutual agreement of the parties, according to the formula D/(D+E), where D is the fair market value of the portion of the Combination Products that contains the Product, and E is the fair market value of the portion of the Combination Product containing the other active ingredients in such Combination Product.  In applying the foregoing formulas, Asterias (or its Affiliate if the sale was by an Affiliate) shall act in good faith and accordance with Asterias’ (or its Affiliate if the sale was by an Affiliate) regular accounting methods, consistently applied.
 
(c) If a Product is sold for consideration other than cash, the Net Sales from such sale shall be deemed the then fair market value of such Product.

1.8              “Partially Excluded Product” means any Product which includes one or more Products that are not Excluded Products in combination with one or more Excluded Products.

1.9              "Product" means any composition or product the manufacture, use, sale, offer for sale, or importation of which would constitute, but for ownership or licensed rights to use one or more of the Contributed Patents, an infringement of any Valid Claim under one or more Contributed Patents.  The term “Product”, as used herein, shall include Combination Products.

1.10           “Representatives” means, with respect to Geron or Asterias, such party’s Affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants and advisors.

1.11           “Sales Agent” means any distributor, independent sales representative, consignee or other agent retained in writing by Asterias or any Affiliate of Asterias for the purpose of selling Products on behalf of Asterias and Asterias’ Affiliates.  For the avoidance of doubt, the foregoing shall not include collaborators, partners or sublicensees of Asterias or Asterias’ Affiliates who sell Products other than on behalf of Asterias or Asterias’ Affiliates.

1.12           "Term" means the period of time beginning on the Effective Date and ending on the expiration or termination date of the last Valid Claim such that no Valid Claims remain in effect in any country.

3
1.13           “Valid Claim” shall mean a claim of an issued and unexpired patent included within the Contributed Patents, which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise.

For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires:  (a) the use herein of the plural shall include the single and vice versa and the use of the masculine shall include the feminine ; (b) unless otherwise set forth herein, the use of the terms “including,” “includes,” or “include” means “including but not limited to,” “includes but is not limited to,” or “include but not be limited to,” respectively; and (c) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision.   Additional terms may be defined throughout this Agreement.

ARTICLE 2- ROYALTIES

2.1                            Royalties .
 
(a)              Commencing on the First Commercial Sale of each Product by Asterias, an Affiliate of Asterias, or a Sales Agent, Asterias shall pay Geron a royalty in the amount of four percent (4%) of Net Sales of such Product.
 
(b)              In the case of sales of Products by any individual or entity other than a Sales Agent, Asterias or any Affiliate of Asterias (any such individual or entity, a “non-Affiliate”) where Asterias or any Affiliate of Asterias receives a royalty or other cash payment in respect of such Product sales, Asterias shall pay Geron fifty percent (50%) of all such royalties and other cash payments received by Asterias or such Affiliate of Asterias in respect to such Product sales; provided , however , that royalties or other such payments derived from the sales of Combination Products shall be calculated on the basis set forth for Net Sales for Combination Products specified in clauses “(b)(i)” to “(b)(iv)” of Section 1.7.   The parties acknowledge and agree that in no event will Asterias pay Geron an amount in excess of any royalty or other cash payment received by Asterias or such Affiliate of Asterias, less all cash payments owed by Asterias or such Affiliate of Asterias to third parties, in each case, with respect to such Product sales.
 
(c)              Geron will not be entitled to receive any royalties or other cash payments pursuant to this Agreement with respect to Excluded Products that are not  Partially Excluded Products.  With respect to Partially Excluded Products, any royalty on Net Sales pursuant to Section 2.1(a) or royalty or other cash payment derived  from the sales of any Partially Excluded Products pursuant to Section 2.1(b) shall be calculated on the basis set forth for Net Sales for Combination Products specified in clauses “(b)(i)” to “(b)(iv)” of Section 1.7 as if the Excluded Product(s) (together with any other active ingredient(s) that are not Products in the event that such Partially Excluded Product also constitutes a Combination Product) were the active ingredients that are not Products.
4
(d)              Asterias’ obligation to pay royalties or other cash payments on Net Sales, or with respect to royalties or other cash payments received from any non-Affiliate with respect to any Product, shall expire on a country by country basis upon the expiration of the last to expire Valid Claim covering such Product in any country where the Product is sold.
 
(e)              Geron will not be entitled to receive any payments under this Section 2 with respect to any payments or reimbursements received by Asterias, any Affiliate of Asterias or any Sales Agent for advertising or similar marketing and promotional expenses.

ARTICLE 3 – REPORTS, RECORDS AND PAYMENTS

3.1                            Reports.  After the First Commercial Sale of a Product, Asterias shall submit to Geron quarterly reports within sixty (60) days after the end of each calendar quarter. Each report shall set forth Product sales by Asterias and each of its Affiliates in the most recently completed calendar quarter, and shall show:
 
    (a)              the gross sales and Net Sales (including all deductions used to calculate Net Sales, and the amounts of each such deduction) during the most recently completed calendar quarter and the royalties, in US dollars, payable with respect thereto;
 
(b)              the amount of each Product sold; and
 
(c)              any amounts due and payable to Asterias during the most recently completed calendar quarter, in US dollars, on account of Products sold by non-Affiliates, where Asterias received a royalty or other cash payment on Product sales; and
 
(d)              the exchange rates used to convert foreign currencies into US dollars.

If no Products have been sold by Asterias and its Affiliates and no royalties or other cash payments have been received by Asterias or its Affiliates with respect to Products sold by non-Affiliates during any reporting period, Asterias shall so report.

3.2                            Records & Audits .
 
(a)              Asterias shall keep, and shall require its Affiliates to keep, accurate and correct records of all Products sold.  Asterias shall also keep accurate and correct records of all royalties received on account of Products sold by non-Affiliates where Asterias receives a royalty or other cash payment on Product sales.  Such records shall be retained by Asterias for at least three (3) years following a given reporting period.
5
(b)              All records described in Section 3.2(a) shall be available during normal business hours for inspection at the expense of Geron by a certified public accountant selected by Geron and in compliance with the other terms of this Agreement for the sole purpose of verifying reports and payments due. Such inspector shall not disclose to Geron any information other than information relating to the accuracy of reports and payments made under this Agreement, and shall sign a reasonably acceptable confidentiality agreement with Asterias obligating such inspector to retain such information in confidence pursuant to such confidentiality agreement. In the event that any such inspection shows an under reporting and underpayment in excess of five percent (5%) for any twelve-month (12-month) period, then Asterias shall pay the cost of the audit as well as any additional sum that would have been payable to Geron had the Asterias reported correctly, plus an interest charge at a rate of rate per annum 300 basis points over the “prime rate” (as announced by Bank of America or any successor thereto) in effect on the date such overdue amount was originally required to be paid. Such interest shall be calculated from the date the correct payment was due to Geron up to the date when such payment is actually made by Asterias or an Affiliate. For underpayment not in excess of five percent (5%) for any twelve-month (12-month) period, Asterias shall pay the difference within thirty (30) days without interest charge or inspection cost.
 
(c)              Asterias acknowledges and agrees that, due to the unique nature of the records subject to audit under Section 3.2(b), Geron would be incapable of verifying reports and payments made by Asterias pursuant to this Agreement without access to such records, that there may be no adequate remedy at law for any breach of Asterias’ obligations under Section 3.2(b), and therefore, that upon any breach thereof by Asterias, Geron shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law.

3.3                            Payments .
 
(a)              All royalties due Geron shall be paid in United States dollars.  When Net Sales or royalties are denominated in currencies other than United States dollars, Asterias shall first determine the royalty in the currency of the country in which Products were sold or royalties were paid and then convert the amount into equivalent United States dollars, using the exchange rate published on Bloomberg at 5:00pm California time on the last business day of the applicable period in question or in the Wall Street Journal on such date if not so published on Bloomberg.
 
(b)              Asterias shall pay all payments due hereunder quarterly within sixty (60) calendar days after the end of each calendar quarter. Each such payment shall be for earned payments accrued within Asterias 's most recently completed calendar quarter.

ARTICLE 4– TERM AND TERMINATION
 
This Agreement shall be effective on the Effective Date and shall terminate on the expiration of the Term.  Asterias’ obligation under this Article 4 shall survive termination of this Agreement as follows: (a) with respect to paying royalties and providing reports, until the last required quarterly report has been provided and all royalties due with respect to Net Sales or royalties received by Asterias from non-Affiliates with respect to sales of Products during the Term have been paid; (b) with respect to Geron’s right to audit the books and records of Asterias and its Affiliates, for a period of one year, and (c) with respect to retaining books and records of Product sales and royalties received, for three years.
6
ARTICLE 5 - CONFIDENTIALITY
 
5.1              During the Term and for a period of three (3) years thereafter, Geron shall not disclose any Confidential Information to any third party (other than Geron’s Representatives who have a need to know such Confidential Information) or use such Confidential Information to compete with Asterias; provided , however , that this Section 5.1 shall not restrict Geron from performing any obligation or exercising any right under this Agreement and shall not restrict Geron’s individual Representatives from using Residual Knowledge.  For purposes of this Agreement, “ Residual Knowledge ” means ideas, concepts, know-how, or techniques related to the Confidential Information that are retained in the unaided memories of the Geron’s individual Representatives who have had access to the Confidential Information.  An individual Representative’s memory is considered unaided if the employee has not intentionally memorized the relevant Confidential Information for the purpose of retaining and subsequently using or disclosing it.  Geron shall not direct any of its individual Representatives to use or practice any Residual Knowledge.  In protecting the Confidential Information from unauthorized disclosure to any third party, Geron shall use at least the same degree of care as it uses in preventing the unauthorized disclosure of its own confidential information.

5.2              Notwithstanding anything contained herein to the contrary, Confidential Information shall not include information that: (a) is or becomes publicly available (other than through a breach of this Agreement); (b) was known to or in the possession of Geron or any of its Representatives at the time of disclosure to Geron by any Representative of Asterias or by any Representative of any Affiliate of Asterias; (c) is independently developed or acquired by Geron or any of its Representatives without the use of Confidential Information; (d) is disclosed with the prior written approval of Asterias or any of its Representatives; or (e) becomes known to Geron or its Representatives from a third party  (other than a former officer, director or employee of Geron or its Affiliates who knew such information during the term of their office, directorship or employment with Geron or its Affiliates) on a nonconfidential basis without breach of this Agreement by Geron.

5.3              Notwithstanding anything contained herein to the contrary, Geron shall be permitted to disclose Confidential Information to the extent required by law or pursuant to the order or legal process of a court, administrative agency, or other governmental body (including by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process), or any rule, regulation, policy statement or other formal demand of any national securities exchange, market or automated quotation system; provided , that, to the extent permitted by applicable law or any order or requirement of a court, administrative agency or other governmental body, Geron will, as promptly as practicable, provide Asterias with prior written notice of such requirement so that Asterias may seek a protective or other order at its sole expense, or waive compliance with the terms of this Agreement with respect to such disclosure.  If such protective order is not timely obtained, or if Asterias waives compliance with the provisions hereof or fails to promptly respond to Geron’s written notice, Asterias will, without liability under this Agreement, furnish only that portion of the Confidential Information that it is advised by its outside legal counsel is legally required and will exercise commercially reasonable efforts to obtain assurance that confidential treatment, if available, will be accorded such Confidential Information.  Notwithstanding anything to the contrary contained herein, Geron may disclose Confidential Information to the extent required by federal or state securities laws or reporting obligations to the United States Securities and Exchange Commission.

7
5.4              Except as required by law, including but not limited to federal and state securities laws or reporting obligations to the United States Securities and Exchange Commission, or pursuant to the order or requirement of a court, administrative agency or other governmental body (including by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process), or any rule, regulation, policy statement or other formal demand of any national securities exchange, market or automated quotation system,   neither Geron nor Asterias shall publicly disclose any terms and conditions of this Agreement unless expressly authorized to do so in writing by the other party, which authorization shall not be unreasonably withheld.  This restriction shall not apply with respect to any terms and conditions of this Agreement that are or become publicly available (other than through a breach of this Agreement).

5.5              Each of Geron and Asterias acknowledge and agree that due to the unique nature of the Confidential Information and the terms and conditions of this Agreement, there may be no adequate remedy at law for any breach of its obligations under this Article 5, and therefore, that upon any breach thereof by the other party, Geron or Asterias shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law.

ARTICLE 6- NOTICES AND OTHER COMMUNICATIONS

Any notice or other communication required to be given to any party will be deemed to have been properly given and to be effective (a) on the date of delivery if delivered by hand, air courier delivery service, confirmed facsimile transmission, or confirmed electronic mail, or (b) four days after being deposited in the United States Mail, certified first class postage prepaid, in each case if sent to the respective addresses, FAX number or email address given below, or to another address as it shall designate by written notice given to the other party in the manner provided in this Article.
 
                  
In the case of Asterias: 
Asterias Biotherapeutics, Inc.
 
 
301 Harbor Bay Parkway, Suite 100
 
 
Alameda, California 94502
 
 
FAX:  (510) 521-3389
 
 
Attention:  Thomas Okarma, Chief Executive Officer
 
                  
In the case of Geron:    
Geron Corporation
 
 
149 Commonwealth Drive
 
 
Menlo Park, CA 94024
 
 
FAX:  (650) 473-7750
 
 
Attention:  Vice President, Legal
8
ARTICLE 7 – GOVERNING LAW AND JURISDICTION

7.1              This Agreement and all claims or causes of action (whether in contract or tort or otherwise) based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles that would result in the application of any law other than the laws of the State of California.  Except as provided for in Section 7.2, each of Geron and Asterias: (a) consents to and submits to the exclusive jurisdiction and venue of the Superior Court of the State of California for the  County of Santa Clara of the State of California or the United States District Court for the Northern District of California, in any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of any such Proceeding shall be heard and determined in any such court; (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) shall not bring any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court.  Each of Geron and Asterias waives any defense of inconvenient forum to the maintenance of any Proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto.  Each of Geron and Asterias hereby agrees that service of any process, summons, notice or document in accordance with the provisions of Article 6 shall be effective service of process for any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

7.2              Notwithstanding anything to the contrary contained in this Agreement, any claim (other than a claim for injunctive or other equitable relief from a court of competent jurisdiction in accordance with Section 7.1) for any breach of Geron’s or Asterias’ obligations or covenants under this Agreement (“Claim”) shall be brought and resolved exclusively in accordance with the provisions of Schedule 10.10(b) of the Asset Contribution Agreement and shall otherwise be governed by the applicable provisions of this Article 7 as if Geron or Asterias were bringing such Claim as a Geron Indemnitee or Asterias Indemnitee, respectively, thereunder; provided , however , that nothing in this Section 7.2 shall prevent any party from seeking injunctive and other equitable relief from a court of competent jurisdiction in compliance with Section 7.1 hereof.

7.3              In the event that any party to this Agreement becomes aware of any event or circumstance that would reasonably be expected to constitute or give rise to any Claim for Damages, the party having the right to bring such Claim (“Claimant”) shall take all commercially reasonable efforts to mitigate and minimize all Damages that may result from the breach giving rise to the Claim (it being understood that nothing in this Agreement shall limit such Claimant’s right to seek recovery from the other party with respect to any costs of such mitigation).  Each Claimant shall use reasonable efforts to collect any amounts available under insurance coverage for any Damages for which a Claim may be brought under this Agreement.  The amount of any Damages for which a Claim may be brought shall be net of any amounts recovered by the Claimant under insurance policies with respect to such Damages in excess of the sum of:  (i) reasonable out-of-pocket costs and expenses relating to collection under such policies; and (ii) any deductible associated therewith to the extent paid or by which insurance proceeds were reduced.  “Damages” shall mean any  damage, loss, liability, cost, judgment, award, fee (including any legal fee, expert fee, accounting fee or advisory fee) or expense; provided , however ,   that in no event shall Damages include any special, indirect, incidental or consequential damages except in the case of a violation of Section 5.1.

9
7.4              Subject to any injunction or other equitable remedies that may be available to any party, a party shall not be liable or responsible in any manner whatsoever to the other party with respect to the matters contemplated by this Agreement other than for Claims brought as provided in this Article 7 and subject to the limitations contained therein; provided , however , that no Claim against a party for fraud by such party shall be subject to the limitations of this Article 7.

ARTICLE 8 ‑ MISCELLANEOUS PROVISIONS

8.1              Nothing herein shall be deemed to constitute either party as the agent or representative of the other party.

8.2              The parties hereto acknowledge that this Agreement sets forth the entire Agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties hereto.

8.3              The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

8.4              The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.

8.5              This Agreement, and the rights and obligations of Asterias under this Agreement, may not be assigned by Asterias except: (a) with the prior written consent of Geron; (b) in connection with a merger or consolidation of Asterias; or (c) an assignment by Asterias in connection with a sale of all or substantially all of the Contributed Patents.  Geron may freely assign this Agreement or any of its rights and obligations under this Agreement; provided , that Geron provides to Asterias a written agreement executed by the assignee agreeing to be bound by all of the terms and conditions of this Agreement in place of the assignor.  Subject to the provisions of this Section 8.5, this Agreement shall inure to the benefit of Geron, Asterias and their respective successors and permitted assigns.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
10
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date set forth above.
 
 
ASTERIAS BIOTHERAPEUTICS, INC.
 
 
 
 
 
By:  
s/Thomas Okarma
 
 
Thomas Okarma, Chief Executive Officer
 
 
 
GERON CORPORATION
 
 
 
 
 
By:  
s/John Scarlett
 
 
John Scarlett, Chief Executive Officer
 

[SIGNATURE PAGE TO ROYALTY AGREEMENT]
SCHEDULE 1

CONTRIBUTED PATENTS

Notwithstanding anything contained in the Royalty Agreement to the contrary, patents and patent applications marked “ (CONSENT REQUIRED) ” in this Schedule shall be deemed included on this Schedule and shall be subject to the Royalty Agreement as Contributed Patents only if Geron shall have obtained the prior express written consent of the University of Edinburgh under that certain Research and License Agreement, dated as of May 3, 1999, by and among the Roslin Institute (as predecessor-in-interest to the University of Edinburgh), Geron and Roslin Bio-Med, Ltd. (as predecessor-in-interest to Geron), as amended on October 1, 2002, September 3, 2003 and July 1, 2005, to assign or otherwise transfer such patents and patent applications to Asterias .
 
Geron-Owned Stem Cell Status Report - Active Cases
 
 
TITLE
COUNTRY
APPLICATION NUMBER
FILING DATE
PATENT
NUMBER
ISSUE DATE
STATUS
ADDL.
ASSIGNEE
/ JOINT
OWNER
061/005
Methods and Materials for the Growth of Primate-Derived Primordial Stem Cells in Feeder-Free Culture
US
09/530,346
24-Apr-00
6,800,480
5-Oct-04
Issued
 
061/006D
Feeder-Free Culture Method for Embryonic Stem Cells
US
10/330,873
24-Dec-02
7,413,902
19-Aug-08
Issued
 
061/235AU
Methods and Materials for the Growth of Primate-Derived Primordial Stem Cells in Feeder-Free Culture
AU
12771/99
23-Oct-98
729377
17-May-01
Issued
 
061/236CA
Methods and Materials for the Growth of Primate-Derived Primordial Stem Cells in Feeder-Free Culture
CA
2307807
23-Oct-98
2,307,807
2-Sep-08
Issued
 
 
061/237EP
Methods and Materials for the Growth of Primate-Derived Primordial Stem Cells in Feeder-Free Culture
EP
98956192.3
23-Oct-98
 
 
Pending
 
061/238JP
Methods and Materials for the Growth of Primate-Derived Primordial Stem Cells in Feeder-Free Culture
JP
2000-517062
23-Oct-98
3880795
17-Nov-06
Issued
 
061/239JP D
Methods and Materials for the Growth of Primate-Derived Primordial Stem Cells in Feeder-Free Culture
JP
2000-185486
23-Oct-98
3880778
17-Nov-06
Issued
 
061/241HK
Methods and Materials for the Growth of Primate-Derived Primordial Stem Cells
HK
01100775
23-Oct-98
 
 
Pending
 
081/002C
Dendritic Cell Vaccine Containing Telomerase Reverse Transcriptase for the Treatment of Cancer
US
09/675,321
29-Sep-00
6,440,735
27-Aug-02
Issued
 
081/003P
Method for Identifying and Killing Cancer Cells
US
10/208,243
30-Jul-02
7,402,307
22-Jul-08
Issued
 
081/004D
Cellular Telomerase Vaccine and Its Use for Treating Cancer
US
11/413,838
27-Apr-06
7,824,849
2-Nov-10
Issued
 
081/202CA
Dendritic Cell Vaccine Containing Telomerase Reverse Transcriptase for the Treatment of Cancer
CA
2347067
30-Mar-99
 
 
Pending
 
 
2
081/206CH
Methods and Compositions for Eliciting an Immune Response to a Telomerase Antigen
CH
999161938
30-Mar-99
1068296
10-Aug-11
Issued
 
081/207DE
Methods and Compositions for Eliciting an Immune Response to a Telomerase Antigen
DE
999161938
30-Mar-99
1068296
10-Aug-11
Issued
 
081/208FR
Methods and Compositions for Eliciting an Immune Response to a Telomerase Antigen
FR
999161938
30-Mar-99
1068296
10-Aug-11
Issued
 
081/209GB
Methods and Compositions for Eliciting an Immune Response to a Telomerase Antigen
GB
999161938
30-Mar-99
1068296
10-Aug-11
Issued
 
081/210IT
Methods and Compositions for Eliciting an Immune Response to a Telomerase Antigen
IT
999161938
30-Mar-99
1068296
10-Aug-11
Issued
 
090/004D
Use of TGF Beta Superfamily Antagonists to Make Dopaminergic Neurons from Embryonic Stem Cells
US
11/010,230
10-Dec-04
7,560,281
14-Jul-09
Issued
 
090/005C
Neural Cell Populations from Primate Pluripotent Stem Cells
US
12/477,726
3-Jun-09
8,252,586
28-Aug-12
Issued
 
 
3
090/006C
Use of TGF Beta Superfamily Antagonists and Neurotrophins to Make Neurons from Embryonic Stem Cells
US
12/500,998
10-Jul-09
8,153,428
10-Apr-12
Issued
 
090/007C
Neural Cell Populations from Primate Pluripotent Stem Cells
US
13/561,296
30-Jul-12
 
 
Pending
 
091/004
cDNA Libraries Reflecting Gene Expression During Growth and Differentiation of Human Pluripotent Stem Cells
US
09/688,031
10-Oct-00
6,667,176
23-Dec-03
Issued
 
091/009C
Use of Human Embryonic Stem Cells for Drug Screening and Toxicity Testing
US
10/039,956
23-Oct-01
7,041,438
9-May-06
Issued
 
091/011P
Embryonic Stem Cells Having Genetic Modifications
US
10/948,956
24-Sep-04
7,413,904
19-Aug-08
Issued
 
091/030P
Culture System for Rapid Expansion of Human Embryonic Stem Cells
US
10/235,094
4-Sep-02
7,410,798
12-Aug-08
Issued
 
091/031D
Medium for Growing Human Embryonic Stem Cells
US
10/873,922
21-Jun-04
7,297,539
20-Nov-07
Issued
 
091/033P
Medium for Growing Human Embryonic Stem Cells
US
10/949,181
24-Sep-04
7,455,983
25-Nov-08
Issued
 
091/037C
Culture System for Rapid Expansion of Human Embryonic Stem Cells
US
12/170,219
9-Jul-08
 
 
Pending
 
 
4
091/038C
Culture System for Rapid Expansion of Human Embryonic Stem Cells
US
12/710,078
22-Feb-10
 
 
Pending
 
091/039C
Culture System for Rapid Expansion of Human Embryonic Stem Cells
US
12/763,884
20-Apr-10
8,097,458
17-Jan-12
Issued
 
091/040C
Culture System for Rapid Expansion of Human Embryonic Stem Cells
US
13/323,567
12-Dec-11
 
 
Pending
 
091/051
Suspension Culture of Human Embryonic Stem Cells
US
11/917,993
18-Dec-07
 
 
Pending
 
091/201AU
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
AU
11128/01
10-Jan-01
751321
5-Dec-02
Issued
 
091/202IL
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
IL
141742
10-Jan-01
141742
10-Dec-06
Issued
 
091/204JP D
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
JP
2001-138021
10-Jan-01
4919445
10-Feb-12
Issued
 
091/205SG
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
SG
200101413-3
10-Jan-01
79595
31-Dec-08
Issued
 
091/206IN
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
IN
00361/CHENP/2001
10-Jan-01
219103
25-Apr-08
Issued
 
 
5
091/207CA
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
CA
2388811
10-Jan-01
2,388,811
6-Oct-09
Issued
 
091/209EP
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
EP
01900997.6
10-Jan-01
 
 
Pending
 
091/211HK
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
HK
03107166
10-Jan-01
 
 
Pending
 
091/212IL D
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
IL
177324
10-Jan-01
177324
30-Mar-12
Issued
 
091/217IN D2
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
IN
4588/CHENP/2006
10-Jan-01
238318
28-Jan-10
Issued
 
091/218CN D
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
CN
200910129670.2
10-Jan-01
 
 
Pending
 
091/219EP D
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
EP
10175090.9
10-Jan-01
 
 
Pending
 
091/220HK
Techniques for Growth and Differentiation of Human Pluripotent Stem Cells
HK
11106881.6
10-Jan-01
 
 
Pending
 
091/301AU
Culture System for Rapid Expansion of Human Embryonic Stem Cells
AU
2002323593
5-Sep-02
2002323593
11-Oct-07
Issued
 
 
6
091/303UK
Culture System for Rapid Expansion of Human Embryonic Stem Cells
GB
0404910.2
5-Sep-02
2394723
20-Jul-05
Issued
 
091/304EP
Culture System for Rapid Expansion of Human Embryonic Stem Cells
EP
02757586.9
5-Sep-02
 
 
Pending
 
091/305IL
Culture System for Rapid Expansion of Human Embryonic Stem Cells
IL
160403
5-Sep-02
160403
17-Sep-10
Issued
 
091/306JP
Culture System for Rapid Expansion of Human Embryonic Stem Cells
JP
2003-525623
5-Sep-02
 
 
Pending
 
091/307SG
Culture System for Rapid Expansion of Human Embryonic Stem Cells
SG
200400924-7
5-Sep-02
102946
31-May-06
Issued
 
091/314EP D
Culture System for Rapid Expansion of Human Embryonic Stem Cells
EP
10174954.7
5-Sep-02
 
 
Pending
 
091/315IL D
Culture System for Rapid Expansion of Human Embryonic Stem Cells
IL
204178
5-Sep-02
 
 
Pending
 
091/316JP D
Culture System for Rapid Expansion of Human Embryonic Stem Cells
JP
2009-271501
5-Sep-02
 
 
Pending
 
091/317HK
Culture System for Rapid Expansion of Human Embryonic Stem Cells
HK
11106437.5
5-Sep-02
 
 
Pending
 
 
7
091/402EP
Medium for Growing Human Embryonic Stem Cells
EP
05775294.1
13-Jul-05
 
 
Pending
 
091/403AU
Medium for Growing Human Embryonic Stem Cells
AU
2005271723
13-Jul-05
2005271723
31-Mar-11
Issued
 
091/404UK
Medium for Growing Human Embryonic Stem Cells
GB
0702793.1
13-Jul-05
2431165
1-Apr-09
Issued
 
091/405IL
Medium for Growing Human Embryonic Stem Cells
IL
180447
13-Jul-05
180447
1-Feb-12
Issued
 
091/406SG
Medium for Growing Human Embryonic Stem Cells
SG
200700160-5
13-Jul-05
128950
30-Jun-09
Issued
 
091/407HK
Medium for Growing Human Embryonic Stem Cells
HK
07110996.6
13-Jul-05
1103106
17-Jul-09
Issued
 
091/408EP D
Medium for Growing Human Embryonic Stem Cells
EP
10180759.2
13-Jul-05
 
 
Pending
 
091/501AU
Suspension Culture of Human Embryonic Stem Cells
AU
2006262369
20-Jun-06
2006262369
18-Oct-12
Issued
 
091/502CA
Suspension Culture of Human Embryonic Stem Cells
CA
2613369
20-Jun-06
 
 
Pending
 
091/503EP
Suspension Culture of Human Embryonic Stem Cells
EP
06785185.7
20-Jun-06
 
 
Pending
 
091/504GB
Suspension Culture of Human Embryonic Stem Cells
GB
0800365.9
20-Jun-06
2441488
29-Sep-10
Issued
 
 
8
091/505IL
Suspension Culture of Human Embryonic Stem Cells
IL
188264
20-Jun-06
188264
30-Mar-12
Issued
 
091/506IN
Suspension Culture of Human Embryonic Stem Cells
IN
81/CHENP/2008
20-Jun-06
 
 
Pending
 
091/507JP
Suspension Culture of Human Embryonic Stem Cells
JP
2008-518312
20-Jun-06
 
 
Pending
 
091/508KR
Suspension Culture of Human Embryonic Stem Cells
KR
10-2008-7001755
20-Jun-06
 
 
Pending
 
091/509SG
Suspension Culture of Human Embryonic Stem Cells
SG
200718866-7
20-Jun-06
138384
30-Nov-10
Issued
 
091/510CN
Suspension Culture of Human Embryonic Stem Cells
CN
200680027460.7
20-Jun-06
 
 
Pending
 
091/511HK
Suspension Culture of Human Embryonic Stem Cells
HK
08102719.8
20-Jun-06
1122836
26-Nov-10
Issued
 
091/512AU D
Suspension Culture of Human Embryonic Stem Cells
AU
2012203350
20-Jun-06
 
 
Pending
 
092/002
Conditioned Media for Propagating Human Pluripotent Stem Cells
US
09/900,752
6-Jul-01
6,642,048
4-Nov-03
Issued
 
093/002
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
US
09/718,308
20-Nov-00
6,458,589
1-Oct-02
Issued
 
 
9
093/003D
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
US
09/872,182
31-May-01
6,506,574
14-Jan-03
Issued
 
093/004P
Process for Making Hepatocytes from Pluripotent Stem Cells
US
10/001,267
31-Oct-01
7,256,042
14-Aug-07
Issued
 
093/005P
Hepatocytes for Therapy and Drug Screening Made From Embryonic Stem Cells
US
10/087,142
1-Mar-02
7,282,366
16-Oct-07
Issued
 
093/030P
Protocols for Making Hepatocytes from Embryonic Stem Cells
US
10/810,311
26-Mar-04
7,473,555
6-Jan-09
Issued
 
093/032C
Protocols for Making Hepatocytes from Embryonic Stem Cells
US
12/277,136
24-Nov-08
 
 
Pending
 
093/041
Differentiation of Primate Pluripotent Cells to Hepatocyte-Lineage Cells
US
12/303,104
1-Dec-08
8,148,151
3-Apr-12
Issued
Univ. Edinburgh
(CONSENT REQUIRED)
093/201AU
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
AU
2001259170
26-Apr-01
2001259170
11-May-06
Issued
 
093/202CA
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
CA
2407505
26-Apr-01
2,407,505
23-Oct-07
Issued
 
093/204EP
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
EP
01932661
26-Apr-01
 
 
Pending
 
093/205KR
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
KR
2002-7014467
26-Apr-01
10-0729971
13-Jun-07
Issued
 
 
10
093/206IN
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
IN
IN/PCT/2002/01764/CHE
26-Apr-01
208929
16-Aug-07
Issued
 
093/207IL
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
IL
152481
26-Apr-01
152481
1-Mar-11
Issued
 
093/208JP
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
JP
2001-578620
26-Apr-01
 
 
Pending
 
093/209SG
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
SG
200206520-9
26-Apr-01
92,561
31-Mar-05
Issued
 
093/210GB
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
GB
0227573.3
26-Apr-01
2,380,490
29-Dec-04
Issued
 
093/211AU D
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
AU
2004205306
26-Apr-01
2004205306
14-Apr-05
Issued
 
093/211HK
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
HK
03108081
26-Apr-01
 
 
Pending
 
093/213CN D
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
CN
201010528128.7
26-Apr-01
 
 
Pending
 
093/214EP D
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
EP
010175113.9
26-Apr-01
 
 
Pending
 
093/215KR D
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
KR
2007-7003241
26-Apr-01
10-0868473
6-Nov-08
Issued
 
093/216IN D
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
IN
437/CHENP/2007
26-Apr-01
238673
17-Feb-10
Issued
 
 
11
093/218JP D
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
JP
2012-139735
26-Apr-01
 
 
Pending
 
093/221AU D
Hepatocyte Lineage Cells Derived from Pluripotent Stem Cells
AU
2004205307
26-Apr-01
2004205307
7-Apr-05
Issued
 
093/401EP
Differentiation of Primate Pluripotent Cells to Hepatocyte-Lineage Cells
EP
07795625.8
1-Jun-07
 
 
Pending
Univ. Edinburgh (CONSENT REQUIRED)
093/402UK
Differentiation of Primate Pluripotent Cells to Hepatocyte-Lineage Cells
GB
0823060.9
1-Jun-07
2453074
22-Jun-11
Issued
Univ. Edinburgh (CONSENT REQUIRED)
094/004D
Making Neural Cells for Human Therapy or Drug Screening from Human Embryonic Stem Cells
US
09/872,183
31-May-01
6,833,269
21-Dec-04
Issued
 
094/005C
Neural Progenitor Cell Populations
US
11/281,040
16-Nov-05
8,148,148
3-Apr-12
Issued
 
094/006C
Neural Progenitor Cell Populations
US
12/332,783
11-Dec-08
8,252,585
28-Aug-12
Issued
 
094/007C
Neural Progenitor Cell Populations
US
13/558,078
25-Jul-12
 
 
Pending
 
094/011P
Screening Small Molecule Drugs Using Neural Cells Differentiated from Human Embryonic Stem Cells
US
10/157,288
28-May-02
7,250,294
31-Jul-07
Issued
 
094/013D
Use of Cyclic AMP and Ascorbic Acid to Produce Dopaminergic Neurons from Embryonic Stem Cells
US
11/009,504
10-Dec-04
7,763,463
27-Jul-10
Issued
 
 
12
094/201IN
A Medical Composition Comprising Neural Cells
IN
397/MAS/2001
16-May-01
231156
3-Mar-09
Issued
 
094/202AU
Neural Progenitor Cell Populations
AU
2001263199
16-May-01
2001263199
16-Sep-04
Issued
 
094/203CA
Neural Progenitor Cell Populations
CA
2409698
16-May-01
2,409,698
26-Oct-10
Issued
 
094/204CN
Neural Progenitor Cell Populations
CN
01809662.X
16-May-01
100580079
13-Jan-10
Issued
 
094/205EP
Neural Progenitor Cell Populations
EP
01937463.6
16-May-01
 
 
Pending
 
094/206IL
Neural Progenitor Cell Populations
IL
152741
16-May-01
152741
1-May-11
Issued
 
094/207JP
Neural Progenitor Cell Populations
JP
2001-585312
16-May-01
 
 
Pending
 
094/208KR
Neural Progenitor Cell Populations
KR
2002-7015192
16-May-01
903755
12-Jun-09
Issued
 
094/209SG
Neural Progenitor Cell Populations
SG
200206677-7
16-May-01
92,904
30-Dec-04
Issued
 
094/210GB
Neural Progenitor Cell Populations
GB
0229369.4
16-May-01
2,379,447
29-Dec-04
Issued
 
094/211HK
Neural Progenitor Cell Populations
HK
03108154.2
16-May-01
1055765
30-Sep-10
Issued
 
094/212JP D
Neural Progenitor Cell Populations
JP
2012-260896
16-May-01
 
 
Pending
 
094/221AU D
Neural Progenitor Cell Populations
AU
2004214542
16-May-01
2004214542
16-Aug-07
Issued
 
094/301AU
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
AU
2002322270
20-Jun-02
2002322270
1-Oct-09
Issued
 
 
13
094/303CN
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
CN
02815144.5
20-Jun-02
100384986
30-Apr-08
Issued
 
094/304EP
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
EP
02756248.7
20-Jun-02
 
 
Pending
 
094/305GB
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
GB
0400167.3
20-Jun-02
2,393,733
14-Sep-05
Issued
 
094/306IN
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
IN
2018/CHENP/2003
20-Jun-02
224902
24-Oct-08
Issued
 
094/307IL
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
IL
159324
20-Jun-02
159324
31-Jul-12
Issued
 
094/308JP
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
JP
2003-507255
20-Jun-02
4526265
11-Jun-10
Issued
 
094/309KR
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
KR
2003-7016718
20-Jun-02
 
 
Pending
 
 
14
094/310SG
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
SG
200307601-5
20-Jun-02
101,708
30-Dec-05
Issued
 
094/311HK
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
HK
05107808.2
20-Jun-02
1075673
6-Feb-09
Issued
 
094/312CN D
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
CN
200610101371.4
20-Jun-02
101029302
30-Mar-11
Issued
 
094/316IN D
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
IN
5529/CHENP/2007
20-Jun-02
247544
18-Apr-11
Issued
 
094/318JP D
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
JP
2010-009966
20-Jun-02
 
10-Dec-12
Issued
 
094/319JP D2
Dopaminergic Neurons and Proliferation-Competent Precursor Cells for Treating Parkinson's Disease
JP
2012-246396
20-Jun-02
 
 
Pending
 
 
15
096/003
Differentiated Cells Suitable For Human Therapy
US
09/783,203
13-Feb-01
6,576,464
10-Jun-03
Issued
 
096/004
Selective Antibody Targeting of Undifferentiated Stem Cells
US
09/995,419
26-Nov-01
6,921,665
26-Jul-05
Issued
Univ. Edinburgh (CONSENT REQUIRED)
096/007C
Differentiated Cells Suitable For Human Therapy
US
11/359,341
21-Feb-06
 
 
Pending
 
096/201AU
Differentiated Stem Cells Suitable for Human Therapy
AU
2002237681
26-Nov-01
2002237681
22-Mar-07
Issued
 
096/202CA
Differentiated Stem Cells Suitable for Human Therapy
CA
2434760
26-Nov-01
 
 
Pending
 
096/204EP
Differentiated Stem Cells Suitable for Human Therapy
EP
01986488.3
26-Nov-01
 
 
Pending
 
096/205GB
Differentiated Stem Cells Suitable for Human Therapy
GB
0313389.9
26-Nov-01
2,386,120
9-Mar-05
Issued
 
096/207IL
Differentiated Cells Suitable for Human Therapy
IL
155695
26-Nov-01
155695
1-Feb-08
Issued
 
096/208IN
Differentiated Stem Cells Suitable for Human Therapy
IN
00782/CHENP/2003
26-Nov-01
229151
13-Feb-09
Issued
 
096/211SG
Differentiated Stem Cells Suitable for Human Therapy
SG
200302425-4
26-Nov-01
96,763
31-Jul-06
Issued
 
096/213CN D
Differentiated Stem Cells Suitable for Human Therapy
CN
200910224980.2
26-Nov-01
 
 
Pending
 
096/218IN D
A Modified Population of Cells Differentiated from Primate Pluripotent Stem (pPS) Cells
IN
1873/CHENP/2003
26-Nov-01
 
 
Pending
 
 
16
096/300GB
Selective Antibody Targeting of Undifferentiated Stem Cells
GB
0128409
27-Nov-01
2,374,076
25-Feb-04
Issued
Univ. Edinburgh (CONSENT REQUIRED)
097/201AU
Tolerizing Allografts of Pluripotent Stem Cells
AU
2002239294
21-Nov-01
2002239294
28-Aug-06
Issued
 
097/205GB
Tolerizing Allografts of Pluripotent Stem Cells
GB
0313387.3
21-Nov-01
2,386,125
23-Feb-05
Issued
 
097/211SG
Tolerizing Allografts of Pluripotent Stem Cells
SG
200302419-7
21-Nov-01
96,450
31-Jul-07
Issued
 
098/201AU
Mesenchymal Cells and Osteoblasts from Human Embryonic Stem Cells
AU
2002322379
3-Jul-02
2002322379
15-Feb-07
Issued
 
098/202CA
Mesenchymal Cells and Osteoblasts from Human Embryonic Stem Cells
CA
2453068
3-Jul-02
 
 
Pending
 
098/204EP
Mesenchymal Cells and Osteoblasts from Human Embryonic Stem Cells
EP
02756367.5
3-Jul-02
 
 
Pending
 
098/205GB
Osteoblasts Derived from Human Embryonic Stem Cells
GB
0400481.8
3-Jul-02
2,392,674
10-Aug-05
Issued
 
098/206IL
Mesenchymal Cells and Osteoblasts from Human Embryonic Stem Cells
IL
159578
3-Jul-02
159578
1-Mar-11
Issued
 
098/209SG
Mesenchymal Cells and Osteoblasts from Human Embryonic Stem Cells
SG
200400102
3-Jul-02
102,198
29-Sep-06
Issued
 
 
17
098/213CN D
Mesenchymal Cells and Osteoblasts from Human Embryonic Stem Cells
CN
200910152133.X
10-Jul-09
 
 
Pending
 
098/214HK D
Mesenchymal Cells and Osteoblasts from Human Embryonic Stem Cells
HK
10107815.6
3-Jul-02
 
 
Pending
 
098/217IN D
Mesenchymal Cells and Osteoblasts from Human Embryonic Stem Cells
IN
2634/CHENP/2005
3-Jul-02
236883
25-Nov-09
Issued
 
099/003
Cardiomyocyte Precursors from Human Embryonic Stem Cells
US
10/193,884
12-Jul-02
7,425,448
16-Sep-08
Issued
 
099/004P
Process for Making Transplantable Cardiomyocytes from Human Embryonic Stem Cells
US
10/805,099
19-Mar-04
7,732,199
8-Jun-10
Issued
 
099/006D
Differentiation Protocol for Making Human Cardiomyocytes
US
11/040,691
21-Jan-05
7,763,464
27-Jul-10
Issued
 
099/031
Direct Differentiation Method for Making Cardiomyocytes from Human Embryonic Stem Cells
US
11/086,709
21-Mar-05
7,452,718
18-Nov-08
Issued
 
099/032C
Direct Differentiation Method for Making Cardiomyocytes from Human Embryonic Stem Cells
US
12/210,779
15-Sep-08
7,897,389
1-Mar-11
Issued
 
099/033C
Differentiation Protocol for Making Human Cardiomyocytes
US
12/234,916
22-Sep-08
7,851,167
14-Dec-10
Issued
 
 
18
099/041
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
US
11/471,916
20-Jun-06
 
 
Pending
 
099/201AU
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
AU
2002313670
12-Jul-02
2002313670
30-Jul-09
Issued
 
099/202CA
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
CA
2453438
12-Jul-02
 
 
Pending
 
099/203CN
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
CN
02813927.5
12-Jul-02
 
 
Pending
 
099/204EP
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
EP
02753376.9
12-Jul-02
 
 
Pending
 
099/205GB
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
GB
0400570.8
12-Jul-02
2,393,734
27-Jul-05
Issued
 
099/206IL
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
IL
159580
12-Jul-02
159,580
8-Nov-08
Issued
 
 
19
099/207IN
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
IN
00033/CHENP/2004
12-Jul-02
250850
1-Feb-12
Issued
 
099/208JP
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
JP
2003-512669
12-Jul-02
 
 
Pending
 
099/209SG
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
SG
200400096-4
12-Jul-02
101,797
27-Jan-06
Issued
 
099/211HK
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
HK
05100018.3
12-Jul-02
 
 
Pending
 
099/212KR D
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
KR
2010-7000243
12-Jul-02
10-0073411
7-Oct-11
Issued
 
099/214JP D
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
JP
2010-219095
12-Jul-02
 
 
Pending
 
099/215IN D
Cells of the Cardiomyocyte Lineage Produced from Human Pluripotent Stem Cells
IN
7542/CHENP/2011
12-Jul-02
 
 
Pending
 
099/301AU
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
AU
2005224670
18-Mar-05
2005224670
11-Nov-10
Issued
 
 
20
099/302CA
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
CA
2559854
18-Mar-05
 
 
Pending
 
099/303CN
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
CN
200580008779
18-Mar-05
 
 
Pending
 
099/304EP
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
EP
05732662.1
18-Mar-05
 
 
Pending
 
099/305GB
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
GB
0619719.8
18-Mar-05
2,427,873
10-Sep-08
Issued
 
099/306IL
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
IL
178006
18-Mar-05
178006
1-Dec-11
Issued
 
099/307IN
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
IN
5842/DELNP/2006
18-Mar-05
 
 
Pending
 
 
21
099/308JP
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
JP
2007-504142
18-Mar-05
4971131
13-Apr-12
Issued
 
099/309SG
Method for Making High Purity Cardiomyocyte Preparations Suitable for Regenerative Medicine
SG
200606477-8
18-Mar-05
125692
31-Mar-09
Issued
 
099/401AU
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
AU
2006262329
20-Jun-06
2006262329
7-Apr-11
Issued
 
099/402CA
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
CA
2611809
20-Jun-06
 
 
Pending
 
099/403CN
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
CN
200680022866.6
20-Jun-06
 
 
Pending
 
099/404EP
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
EP
06785229.3
20-Jun-06
 
 
Pending
 
099/405GB
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
GB
0800264.4
20-Jun-06
2441718
6-Oct-10
Issued
 
099/406IL
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
IL
187611
20-Jun-06
 
 
Allowed
 
 
22
099/407IN
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
IN
9175/DELNP/2007
20-Jun-06
 
 
Pending
 
099/408JP
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
JP
2008-518339
20-Jun-06
 
 
Pending
 
099/409KR
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
KR
10-2008-7001452
20-Jun-06
 
 
Pending
 
099/410SG
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
SG
200718867-5
20-Jun-06
138693
30-Nov-10
Issued
 
099/411HK
Differentiation of Primate Pluripotent Stem Cells to Cardiomyocyte-Lineage Cells
HK
08103905
20-Jun-06
1109913
3-Dec-10
Issued
 
131/011P
Using Undifferentiated Embryonic Stem Cells to Control the Immune System
US
10/949,702
24-Sep-04
7,799,324
21-Sep-10
Issued
Univ. Western Ontario
131/201AU
Hematopoietic Cells from Human Embryonic Stem Cells
AU
2002366603
6-Dec-02
2002366603
15-Jan-09
Issued
Univ. Western Ontario
131/204EP
Hematopoietic Cells from Human Embryonic Stem Cells
EP
02804740.5
6-Dec-02
 
 
Pending
Univ. Western Ontario
131/205GB
Hematopoietic Cells from Human Embryonic Stem Cells
GB
0414957.1
6-Dec-02
2399572
7-Jun-06
Issued
Univ. Western Ontario
 
23
131/206IL
Hematopoietic Cells from Human Embryonic Stem Cells
IL
162130
6-Dec-02
162130
1-Sep-10
Issued
Univ. Western Ontario
131/208JP
Hematopoietic Cells from Human Embryonic Stem Cells
JP
2003-551273
6-Dec-02
 
 
Pending
Univ. Western Ontario
131/210SG
Hematopoietic Cells from Human Embryonic Stem Cells
SG
200403341-1
6-Dec-02
104768
31-Jul-06
Issued
Univ. Western Ontario
131/212AU D
Hematopoietic Cells from Human Embryonic Stem Cells
AU
2008243182
6-Dec-02
 
 
Pending
Univ. Western Ontario
131/213CN D
Hematopoietic Cells from Human Embryonic Stem Cells
CN
200910174800.4
6-Dec-02
 
 
Pending
Univ. Western Ontario
131/214EP D
Hematopoietic Cells from Human Embryonic Stem Cells
EP
10175120.4
6-Dec-02
 
 
Pending
Univ. Western Ontario
131/215GB D
Use of Undifferentiated Embryonic Stem Cells To Induce Immune Tolerance and Improve Allograft Acceptance
GB
0503865.8
6-Dec-02
2412379
29-Mar-06
Issued
Univ. Western Ontario
131/216IL D
Hematopoietic Cells from Human Embryonic Stem Cells
IL
200768
6-Dec-02
200768
1-Feb-12
Issued
Univ. Western Ontario
131/217KR D
Hematopoietic Cells from Human Embryonic Stem Cells
KR
2010-7024253
6-Dec-02
 
 
Pending
Univ. Western Ontario
131/218JP D
Hematopoietic Cells from Human Embryonic Stem Cells
JP
2009-265829
6-Dec-02
 
 
Pending
Univ. Western Ontario
 
24
131/219HK
Hematopoietic Cells from Human Embryonic Stem Cells
HK
11109490.3
6-Dec-02
 
 
Pending
Univ. Western Ontario
131/220AU D2
Hematopoietic Cells from Human Embryonic Stem Cells
AU
 
6-Dec-02
 
 
Pending
Univ. Western Ontario
132/002
Islet Cells from Human Embryonic Stem Cells
US
10/313,739
6-Dec-02
7,033,831
25-Apr-06
Issued
 
132/003D
Endoderm Cells from Human Embryonic Stem Cells
US
11/262,633
31-Oct-05
7,326,572
5-Feb-08
Issued
 
132/004C
Islet Cells from Human Embryonic Stem Cells
US
11/960,477
19-Dec-07
 
 
Pending
 
132/005C
Islet Cells from Human Embryonic Stem Cells
US
12/262,536
31-Oct-08
 
 
Pending
 
132/006C
Islet Cells from Human Embryonic Stem Cells
US
12/543,875
19-Aug-09
 
 
Pending
 
132/007C
Drug Screening Using Islet Cells and Islet Cell Progenitors from Human Embryonic Stem Cells
US
12/762,676
19-Apr-10
 
 
Pending
 
132/008C
Drug Screening Using Islet Cells and Islet Cell Progenitors from Human Embryonic Stem Cells
US
12/947,605
16-Nov-10
 
 
Pending
 
132/031
Differentiation and Enrichment of Islet-Like Cells from Human Pluripotent Stem Cells
US
12/303,895
8-Dec-08
 
 
Allowed
 
 
25
132/201AU
Islet Cells from Human Embryonic Stem Cells
AU
2002364143
6-Dec-02
2002364143
5-Jun-08
Issued
 
132/202CA
Islet Cells from Human Embryonic Stem Cells
CA
2470539
6-Dec-02
2,470,539
4-Oct-11
Issued
 
132/203CN
Islet Cells from Human Embryonic Stem Cells
CN
02824367.6
6-Dec-02
1602351
30-Mar-11
Issued
 
132/204EP
Islet Cells from Human Embryonic Stem Cells
EP
02799217.1
6-Dec-02
 
 
Pending
 
132/205GB
Islet Cells from Human Embryonic Stem Cells
GB
0414958.9
6-Dec-02
2,399,823
15-Feb-06
Issued
 
132/206IL
Islet Cells from Human Embryonic Stem Cells
IL
162131
6-Dec-02
162131
31-Mar-11
Issued
 
132/207IN
Islet Cells from Human Embryonic Stem Cells
IN
1795/DELNP/2004
6-Dec-02
 
 
Pending
 
132/208JP
Islet Cells from Human Embryonic Stem Cells
JP
2003-551271
6-Dec-02
4666567
21-Jan-11
Issued
 
132/209KR
Islet Cells from Human Embryonic Stem Cells
KR
2004-7008713
6-Dec-02
1089591
29-Nov-11
Issued
 
132/210SG
Islet Cells from Human Embryonic Stem Cells
SG
200403559-8
6-Dec-02
104,854
31-Aug-06
Issued
 
132/211GB D
Islet Cells from Human Embryonic Stem Cells
GB
0517624.3
6-Dec-02
2415432
6-Sep-06
Issued
 
132/212HK
Islet Cells from Human Embryonic Stem Cells
HK
05106662.9
6-Dec-02
1074218
2-Dec-11
Issued
 
132/213CN D
Islet Cells from Human Embryonic Stem Cells
CN
200710307353.6
6-Dec-02
 
 
Pending
 
 
26
132/214HK
Islet Cells from Human Embryonic Stem Cells
HK
09100086.6
6-Dec-02
 
 
Pending
 
132/215AU D
Islet Cells from Human Embryonic Stem Cells
AU
2007254644
6-Dec-02
2007254644
22-Apr-10
Issued
 
132/216IL D
Islet Cells from Human Embryonic Stem Cells
IL
188472
6-Dec-02
188472
31-Mar-11
Issued
 
132/217IN D
Islet Cells from Human Embryonic Stem Cells
IN
6576/DELNP/2009
6-Dec-02
 
 
Pending
 
132/218JP D
Islet Cells from Human Embryonic Stem Cells
JP
2008-040781
6-Dec-02
4917559
3-Feb-12
Issued
 
132/219KR D
Islet Cells from Human Embryonic Stem Cells
KR
2008-7002476
6-Dec-02
10-0008868
11-Jan-11
Issued
 
132/220AU D2
Islet Cells from Human Embryonic Stem Cells
AU
2010200610
6-Dec-02
 
 
Pending
 
132/221CA D
Islet Cells from Human Embryonic Stem Cells
CA
2692325
6-Dec-02
 
 
Pending
 
132/222EP D
Islet Cells from Human Embryonic Stem Cells
EP
10174969.5
6-Dec-02
 
 
Pending
 
132/223HK
Islet Cells from Human Embryonic Stem Cells
HK
11106412.4
6-Dec-02
 
 
Pending
 
132/224JP D2
Islet Cells from Human Embryonic Stem Cells
JP
2011-258931
6-Dec-02
 
 
Pending
 
132/225KR D2
Islet Cells from Human Embryonic Stem Cells
KR
 
 
 
 
Unfiled
 
133/003C
Chondrocyte Precursors Derived from Human Embryonic Stem Cells
US
11/345,878
1-Feb-06
7,906,330
15-Mar-11
Issued
 
 
27
133/004C
Chondrocyte Precursors Derived from Human Embryonic Stem Cells
US
13/021,497
4-Feb-11
 
 
Pending
 
133/201AU
Chondrocyte Precursors Derived from Human Embryonic Stem Cells
AU
2002366602
6-Dec-02
2002366602
16-Oct-08
Issued
 
133/204EP
Chondrocyte Precursors Derived from Human Embryonic Stem Cells
EP
02804739.7
6-Dec-02
 
 
Pending
 
133/206IL
Chondrocyte Precursors Derived from Human Embryonic Stem Cells
IL
162132
6-Dec-02
162132
29-Jun-10
Issued
 
133/207IN
Chondrocyte Precursors Derived from Human Embryonic Stem Cells
IN
1794/DELNP/2004
6-Dec-02
 
 
Pending
 
133/209KR
Chondrocyte Precursors Derived from Human Embryonic Stem Cells
KR
2004-7008714
6-Dec-02
10-0973453
27-Jul-10
Issued
 
133/210SG
Chondrocyte Precursors Derived from Human Embryonic Stem Cells
SG
200403261-1
6-Dec-02
105,123
31-Aug-06
Issued
 
135/002
A Marker System for Preparing and Characterizing High-Quality Human Embryonic Stem Cells
US
10/389,431
13-Mar-03
7,153,650
26-Dec-06
Issued
 
 
28
135/201EP
Genes That Are Up- or Down-Regulated During Differentiation of Human Embryonic Stem Cells
EP
04757690.5
13-Mar-04
 
 
Pending
 
135/202SG
Genes That Are Up- or Down-Regulated During Differentiation of Human Embryonic Stem Cells
SG
200505876-3
13-Mar-04
115,079
31-Oct-07
Issued
 
135/203GB
Genes That Are Up- or Down-Regulated During Differentiation of Human Embryonic Stem Cells
GB
0520847.5
13-Mar-04
2415781
18-Jul-07
Issued
 
135/212SG D
Genes That Are Up- or Down-Regulated During Differentiation of Human Embryonic Stem Cells
SG
200708419-7
13-Mar-04
151119
29-May-09
Issued
 
135/213GB D
Genes That Are Up- or Down-Regulated During Differentiation of Human Embryonic Stem Cells
GB
0708707.5
13-Mar-04
2434867
7-Nov-07
Issued
 
138/202GB
Dendritic Cell Vaccines Made from Embryonic Stem Cells for Treating Cancer
GB
0703122.2
10-Aug-05
2431582
23-Dec-09
Issued
 
138/204HK
Dendritic Cell Vaccines for Treating Cancer Made from Embryonic Stem Cells
HK
07110697.8
10-Aug-05
1105429
23-Apr-10
Issued
 
151/003
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
US
12/412,183
26-Mar-09
8,093,049
10-Jan-12
Issued
 
 
29
151/004C
Systems for Differentiating Pluripotent Stem Cells into Hematopoietic Lineage Cells
US
13/312,349
6-Dec-11
 
 
Pending
 
151/201AU
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
AU
2009228215
26-Mar-09
 
 
Pending
 
151/202CA
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
CA
2718438
26-Mar-09
 
 
Pending
 
151/203CN
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
CN
200980116566.8
26-Mar-09
 
 
Pending
 
151/204EP
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
EP
09724052.7
26-Mar-09
 
 
Pending
 
151/206IL
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
IL
208116
26-Mar-09
 
 
Pending
 
151/207IN
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
IN
6087/CHENP/2010
26-Mar-09
 
 
Pending
 
151/208JP
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
JP
2011-502069
26-Mar-09
 
 
Pending
 
 
30
151/209KR
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
KR
2010-7021271
26-Mar-09
 
 
Pending
 
151/210SG
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
SG
201006607-4
26-Mar-09
 
 
Pending
 
151/211HK
Differentiation of Primate Pluripotent Stem Cells to Hematopoietic Lineage Cells
HK
11105528.7
26-Mar-09
 
 
Pending
 
161/002
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
US
12/362,190
29-Jan-09
8,241,907
14-Aug-12
Issued
 
161/003C
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
US
13/546,381
11-Jul-12
 
 
Pending
 
161/201AU
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
AU
2009209157
29-Jan-09
 
 
Pending
 
161/202CA
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
CA
2712891
29-Jan-09
 
 
Pending
 
161/203CN
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
CN
200980103922.2
29-Jan-09
 
 
Pending
 
161/204EP
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
EP
09705923.2
29-Jan-09
 
 
Pending
 
161/205IL
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
IL
207083
29-Jan-09
 
 
Pending
 
 
31
161/206IN
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
IN
5135/CHENP/2010
29-Jan-09
 
 
Pending
 
161/207JP
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
JP
2010-545155
29-Jan-09
 
 
Pending
 
161/208KR
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
KR
2010-7019066
29-Jan-09
 
 
Pending
 
161/209SG
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
SG
201005466-6
29-Jan-09
 
 
Pending
 
161/210HK
Synthetic Surfaces for Culturing Stem Cell Derived Cardiomyocytes
HK
11106743.4
29-Jan-09
 
 
Pending
 
162/002
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
US
12/362,250
29-Jan-09
 
 
Pending
 
162/201AU
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
AU
2009209167
29-Jan-09
 
 
Pending
 
162/202CA
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
CA
2714010
29-Jan-09
 
 
Pending
 
162/203CN
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
CN
200980103921.8
29-Jan-09
 
 
Pending
 
162/204EP
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
EP
09705909.1
29-Jan-09
 
 
Pending
 
 
32
162/205IL
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
IL
207085
29-Jan-09
 
 
Pending
 
162/206IN
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
IN
5136/CHENP/2010
29-Jan-09
 
 
Pending
 
162/207JP
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
JP
2010-545160
29-Jan-09
 
 
Pending
 
162/208KR
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
KR
2010-7019153
29-Jan-09
 
 
Pending
 
162/209SG
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
SG
201005462-5
29-Jan-09
 
 
Pending
 
162/210HK
Synthetic Surfaces for Culturing Stem Cell Derived Oligodendrocyte Progenitor Cells
HK
11102599.8
29-Jan-09
 
 
Pending
 
164/003C
Synthetic Surfaces for Differentiating Stem Cells into Cardiomyocytes (amended)
US
12/701,731
8-Feb-10
 
 
Pending
 
165/002
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
US
12/823,739
25-Jun-10
8,323,966
4-Dec-12
Issued
 
 
33
165/003C
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
US
13/679,663
16-Nov-12
 
 
Pending
 
165/201AU
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
AU
2010266016
25-Jun-10
 
 
Pending
 
165/202CA
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
CA
2766164
25-Jun-10
 
 
Pending
 
165/203CN
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
CN
201080032011.8
25-Jun-10
 
 
Pending
 
165/204IL
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
IL
217061
25-Jun-10
 
 
Pending
 
165/205IN
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
IN
47/CHENP/2012
25-Jun-10
 
 
Pending
 
165/206JP
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
JP
2012-517776
25-Jun-10
 
 
Pending
 
165/207KR
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
KR
2012-7001572
25-Jun-10
 
 
Pending
 
 
34
165/208SG
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
SG
201109522-1
25-Jun-10
 
 
Pending
 
165/209GB
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
GB
1201047.6
25-Jun-10
 
 
Pending
 
165/210EP
Differentiated Pluripotent Stem Cell Progeny Depleted of Extraneous Phenotypes
EP
10792733.7
25-Jun-10
 
 
Pending
 
166/200PCT
Enriched Populations of Cardiomyocyte Lineage Cells from Pluripotent Stem Cells
WO
PCT/US2012/30799
28-Mar-12
 
 
Pending
 

Geron-Licensed Stem Cell Status Report - Active Cases

FILE NO.
TITLE
COUNTRY
APPLICATION
NUMBER
FILING
 DATE
PATENT
 NUMBER
ISSUE
 DATE
STATUS
ASSIGNEE
131/004C
Reconstructing Hematopoietic Cell Function Using Human Embryonic Stem Cells
US
10/862,625
7-Jun-04
 
 
Pending
Univ. Western Ontario
134/002
Method of Producing Oligodendrocytes from Human Embryonic Stem Cells for Drug Screening or Treatment of Spinal Cord Injury
US
10/406,817
4-Apr-03
7,285,415
23-Oct-07
Issued
Regents Univ. California
 
35
134/004C
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
US
11/637,632
11-Dec-06
7,579,188
25-Aug-09
Issued
Regents Univ. California
134/005D
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
US
12/357,244
21-Jan-09
 
 
Pending
Regents Univ. California
134/201AU
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
AU
2003250477
11-Jul-03
2003250477
3-Jul-08
Issued
Regents Univ. California
134/202CA
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
CA
2489203
11-Jul-03
 
 
Pending
Regents Univ. California
134/203CN
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
CN
03816184.2
11-Jul-03
 
 
Pending
Regents Univ. California
134/204EP
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
EP
03764084.4
11-Jul-03
 
 
Pending
Regents Univ. California
 
36
134/205GB
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
GB
0502774.3
11-Jul-03
2,407,822
22-Feb-06
Issued
Regents Univ. California
134/206IL
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
IL
165645
11-Jul-03
165645
1-Mar-11
Issued
Regents Univ. California
134/207IN
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
IN
4091/DELNP/2004
11-Jul-03
 
 
Pending
Regents Univ. California
134/208JP
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
JP
2005-505090
11-Jul-03
4823689
24-Nov-11
Issued
Regents Univ. California
134/209SG
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
SG
200407816-8
11-Jul-03
108,775
31-Jan-07
Issued
Regents Univ. California
 
37
134/210HK
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
HK
06113936.4
19-Dec-06
 
 
Pending
Regents Univ. California
134/211EP D
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
EP
10175854.8
11-Jul-03
 
 
Pending
Regents Univ. California
134/212JP D
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
JP
2011-047716
11-Jul-03
 
 
Pending
Regents Univ. California
134/213IN D
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
IN
4057/DELNP/2011
11-Jul-03
 
 
Pending
Regents Univ. California
134/214HK
Oligodendrocytes Derived from Human Embryonic Stem Cells for Remyelination and Treatment of Spinal Cord Injury
HK
11105339.6
11-Jul-03
 
 
Pending
Regents Univ. California
136/002
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
US
13/082,727
8-Apr-11
 
 
Pending
Univ. Edinburgh
136/201AU
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
AU
 
8-Apr-11
 
 
Pending
Univ. Edinburgh
 
38
136/202CA
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
CA
 
8-Apr-11
 
 
Unfiled
Univ. Edinburgh
136/203CN
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
CN
 
8-Apr-11
 
 
Pending
Univ. Edinburgh
136/204EP
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
EP
11718764.1
8-Apr-11
 
 
Pending
Univ. Edinburgh
136/205IN
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
IN
9325/CHENP/2012
8-Apr-11
 
 
Pending
Univ. Edinburgh
136/206IL
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
IL
222292
8-Apr-11
 
 
Pending
Univ. Edinburgh
136/207JP
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
JP
 
8-Apr-11
 
 
Pending
Univ. Edinburgh
136/208SG
Chondrogenic Progenitor Cells, Protocol for Derivation of Cells and Uses Thereof
SG
201207371-4
8-Apr-11
 
 
Pending
Univ. Edinburgh
150/001C
Method for Producing Dendritic Cells
US
09/849,499
4-May-01
7,247,480
24-Jul-07
Issued
Isis Innovation, Ltd.
150/003C
Method for Producing Dendritic Cells
US
11/789,669
24-Apr-07
7,473,556
6-Jan-09
Issued
Isis Innovation, Ltd.
 
39
150/004C
Method for Producing Dendritic Cells
US
12/326,831
2-Dec-08
7,781,213
24-Aug-10
Issued
Isis Innovation, Ltd.
150/005C
Method for Producing Dendritic Cells
US
12/841,064
21-Jul-10
8,232,100
31-Jul-12
Issued
Isis Innovation, Ltd.
150/006C
Method for Producing Dendritic Cells
US
13/538,995
29-Jun-12
 
 
Pending
Isis Innovation, Ltd.
150/201AU
Method for Producing Dendritic Cells
AU
200010584
5-Nov-99
768,267
4-Dec-03
Issued
Isis Innovation, Ltd.
150/202CA
Dendritic Cell Manipulation
CA
2350210
5-Nov-99
 
 
Pending
Isis Innovation, Ltd.
150/203EP
Method for Producing Dendritic Cells
EP
99954148.5
5-Nov-99
 
 
Pending
Isis Innovation, Ltd.
600/001
Lysosomal Targeting of Immunogens
US
08/006,845
22-Jan-93
5,633,234
27-May-97
Issued
Johns Hopkins Univ.
600/201CA
Lysosomal Targeting of Immunogens
CA
2154445
21-Jan-94
2,154,445
26-Jun-07
Issued
Johns Hopkins Univ.
600/203JP
Lysosomal Targeting of Immunogens
JP
19940517149
21-Jan-94
3581366
30-Jul-04
Issued
Johns Hopkins Univ.
600/204AT
Lysosomal Targeting of Immunogens
AT
94910648.8
21-Jan-94
180835
15-Jun-99
Issued
Johns Hopkins Univ.
600/205DE
Lysosomal Targeting of Immunogens
DE
94910648.8
21-Jan-94
69418856
20-Jan-00
Issued
Johns Hopkins Univ.
600/206DK
Lysosomal Targeting of Immunogens
DK
94910648.8
21-Jan-94
680513
27-Dec-99
Issued
Johns Hopkins Univ.
600/207ES
Lysosomal Targeting of Immunogens
ES
94910648.8
21-Jan-94
2132395
16-Aug-99
Issued
Johns Hopkins Univ.
600/208GR
Lysosomal Targeting of Immunogens
GR
94910648.8
21-Jan-94
3031026
31-Dec-99
Issued
Johns Hopkins Univ.
601/201EP
Chimeric Vaccines
EP
02763958.2
5-Apr-02
 
 
Pending
Johns Hopkins Univ.
601/202CA
Chimeric Vaccines
CA
2446462
4-May-02
 
 
Pending
Johns Hopkins Univ.
800/001
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
US
08/640,444
30-Apr-96
5,853,719
29-Dec-98
Issued
Duke Univ.
 
40
800/002C
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
US
09/073,819
6-May-98
6,306,388
23-Oct-01
Issued
Duke Univ.
800/003C
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
US
09/875,264
7-Jun-01
7,101,705
5-Sep-06
Issued
Duke Univ.
800/010P
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
US
09/171,916
16-Feb-99
7,105,157
12-Sep-06
Issued
Duke Univ.
800/011D
RNA-loaded Antigen Presenting Cells
US
09/667,319
22-Sep-00
6,670,186
30-Dec-03
Issued
Duke Univ.
800/012C
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
US
11/250,546
17-Oct-05
7,601,343
13-Oct-09
Issued
Duke Univ.
800/013D
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
US
12/585,028
1-Sep-09
8,263,066
11-Sep-12
Issued
Duke Univ.
800/014C
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
US
13/554,938
20-Jul-12
 
 
Pending
Duke Univ.
800/020P
Method of Identifying Tumor Antigens that Elicit a T-cell Response
US
09/302,329
30-Apr-99
6,387,701
14-May-02
Issued
Duke Univ.
 
41
800/201AU
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
AU
1997/28213
30-Apr-97
724267
11-Jan-01
Issued
Duke Univ.
800/202CA
Compositions and Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
CA
2253632
30-Apr-97
2,253,632
16-Dec-08
Issued
Duke Univ.
800/204JP
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
JP
539210/97
30-Apr-97
3836151
4-Aug-06
Issued
Duke Univ.
800/213EP D
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
EP
06015438.2
30-Apr-97
 
 
Pending
Duke Univ.
800/214JP D
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
JP
2006-129005
30-Apr-97
3955311
11-May-07
Issued
Duke Univ.
800/216HK
Methods for Treating Cancers and Pathogen Infections Using Antigen-presenting Cells Loaded with RNA
HK
11108880.3
30-Apr-97
 
 
Pending
Duke Univ.
811/002
In Situ Maturation of Dendritic Cells
US
10/536,211
10-Dec-03
7,785,583
31-Aug-10
Issued
Duke Univ.
811/201AU
In Situ Maturation of Dendritic Cells
AU
2003296439
10-Dec-03
2003296439
10-Jul-09
Issued
Duke Univ.
 
42
821/001
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
US
10/362,715
24-Feb-03
 
 
Allowed
Gerold Schuler
821/002C
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
US
13/479,612
24-May-12
 
 
Pending
Gerold Schuler
821/206JP
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
JP
522234/02
24-Aug-01
4610847
22-Oct-10
Issued
Gerold Schuler
821/215AT
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
AT
19607084
24-Aug-01
1311658
15-Oct-08
Issued
Gerold Schuler
821/216BE
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
BE
19607084
24-Aug-01
1311658
15-Oct-08
Issued
Gerold Schuler
821/217DK
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
DK
19607084
24-Aug-01
1311658
15-Oct-08
Issued
Gerold Schuler
821/218FR
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
FR
 
24-Aug-01
1311658
15-Oct-08
Issued
Gerold Schuler
 
43
821/219IT
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
IT
19607084
24-Aug-01
1311658
15-Oct-08
Issued
Gerold Schuler
821/220NL
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
NL
19607084
24-Aug-01
1311658
15-Oct-08
Issued
Gerold Schuler
821/221SE
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
SE
19607084
24-Aug-01
1311658
15-Oct-08
Issued
Gerold Schuler
821/222UK
Method for Producing Ready to Use, Antigen Loaded or Unloaded, Cryoconserved Mature Dendritic Cells
GB
019607084
24-Aug-01
1311658
15-Oct-08
Issued
Gerold Schuler
822/002C
CD4+ CD25+ Regulatory T Cells from Human Blood
US
13/530,488
22-Jun-12
 
 
Pending
Argos Therapeutics, Inc.
822/201AU
CD4+CD25+ Regulatory T Cells from Human Blood
AU
2002257648
12-Mar-02
2,002,257,648
17-Jan-08
Issued
Argos Therapeutics, Inc.
822/202BR
CD4+CD25+ Regulatory T Cells from Human Blood
BR
0208076.1
12-Mar-02
 
 
Pending
Argos Therapeutics, Inc.
822/203CA
CD4+CD25+ Regulatory T Cells from Human Blood
CA
2441213
12-Mar-02
 
 
Pending
Argos Therapeutics, Inc.
 
44
822/204CN
CD4+ CD25+ Regulatory T Cells from Human Blood
CN
02809777.7
12-Mar-02
 
 
Pending
Argos Therapeutics, Inc.
822/206JP
CD4+CD25+ Regulatory T Cells from Human Blood
JP
571855/02
12-Mar-02
 
 
Pending
Argos Therapeutics, Inc.
822/207KR
CD4+CD25+ Regulatory T Cells from Human Blood
KR
2003-7011970
12-Mar-02
 
 
Pending
Argos Therapeutics, Inc.
822/208DE
CD4+CD25+ Regulatory T Cells from Human Blood
DE
 
12-Mar-02
1379625
30-Jun-10
Issued
Argos Therapeutics, Inc.
822/209FR
CD4+CD25+ Regulatory T Cells from Human Blood
FR
027273978
12-Mar-02
1379625
30-Jun-10
Issued
Argos Therapeutics, Inc.
822/210IE
CD4+CD25+ Regulatory T Cells from Human Blood
IE
027273978
12-Mar-02
1379625
30-Jun-10
Issued
Argos Therapeutics, Inc.
822/211NL
CD4+CD25+ Regulatory T Cells from Human Blood
NL
027273978
12-Mar-02
1379625
30-Jun-10
Issued
Argos Therapeutics, Inc.
822/212SE
CD4+CD25+ Regulatory T Cells from Human Blood
SE
027273978
12-Mar-02
1379625
30-Jun-10
Issued
Argos Therapeutics, Inc.
822/213UK
CD4+CD25+ Regulatory T Cells from Human Blood
GB
027273978
12-Mar-02
1379625
30-Jun-10
Issued
Argos Therapeutics, Inc.
830/004C
Method for In Vitro Proliferation of Dendritic Cell Precursors and Their Use to Produce Immunogens
US
08/458,230
2-Jun-95
5,851,756
22-Dec-98
Issued
Rockefeller Univ. and Argos
830/005D
Method for In Vitro Proliferation of Dendritic Cell Precursors and Their Use to Produce Immunogens
US
09/073,596
6-May-98
 
 
Pending
Rockefeller Univ. and Argos
 
45
830/010P
Method for In Vitro Proliferation of Dendritic Cell Precursors and Their Use to Produce Immunogens
US
08/261,537
17-Jun-94
5,994,126
30-Nov-99
Issued
Rockefeller Univ. and Argos
830/201AU
Method for In Vitro Proliferation of Dendritic Cell Precursors and Their Use to Produce Immunogens
AU
40461/93
1-Apr-93
687733
5-Mar-98
Issued
Rockefeller Univ. and Argos
830/202CA
Method for In Vitro Proliferation of Dendritic Cell Precursors and Their Use to Produce Immunogens
CA
2133409
1-Apr-93
2,133,409
24-May-11
Issued
Rockefeller Univ. and Argos
830/204JP
Method for In Vitro Proliferation of Dendritic Cell Precursors and Their Use to Produce Immunogens
JP
517738/1993
1-Apr-93
3649335
18-May-05
Issued
Rockefeller Univ. and Argos
830/312MN
Method for In Vitro Proliferation of Dendritic Cell Precursors and Their Use to Produce Immunogens
MN
93911581.2
1-Apr-93
633,929
3-Mar-04
Issued
Rockefeller Univ. and Argos

 
46
Exhibit 10.2
 
EXCLUSIVE SUBLICENSE AGREEMENT
 
between
 
GERON CORPORATION
 
and
 
ASTERIAS BIOTHERAPEUTICS, INC.

This EXCLUSIVE SUBLICENSE AGREEMENT (the “ Agreement ”) is entered into as of October 1, 2013 (the “ Effective Date ”) by and between Geron Corporation, a Delaware corporation having a principal place of business at 149 Commonwealth Drive, Menlo Park, California 94025 (“ Geron ”), and Asterias Biotherapeutics, Inc., a Delaware   corporation having a principal place of business at 1301 Harbor Bay Parkway, Alameda, CA 94502 (“ Licensee ”).  Geron and Licensee are each referred to individually herein as a “ Party ,” and collectively as the “ Parties .”
 
RECITALS
 
WHEREAS, Licensee has acquired Geron’s technology directly related to the research, development and commercialization of products based on primate pluripotent embryonic stem cells (the “ Contributed Assets ”) pursuant to that certain Asset Contribution Agreement dated January 4, 2013 (the “ Asset Contribution Agreement ”); and
 
WHEREAS, Licensee also desires to obtain, and Geron is willing to grant, a license to certain patents licensed to and/or co-owned by Geron under the Colorado Telomerase License (as defined below) for specific uses, on the terms and conditions set forth in this Agreement.
 
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
 
AGREEMENT
 
1.                    Definitions .   Capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to them in the Asset Contribution Agreement.  As used throughout this Agreement and its Exhibits, the following terms shall have the meanings set forth below:
 
1.1 “ Affiliate ” means, with respect to a Party, any other entity that as of the date of the Agreement or as of any subsequent date, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Party.
 
1.2 “ Allowed Sales Deductions ” means deductions for (i) import, export, excise, sales, value added and use taxes, custom duties, freight and insurance invoiced to and/or paid by the purchaser of a Licensed Product; (ii) rebates and trade discounts off of the invoiced purchase price customarily and actually allowed; and (iii) credits for returns, allowances or trades, actually granted.
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1.3 “ Colorado Telomerase License ” means that certain Intellectual Property License Agreement, dated December 9, 1996, as amended, by and between Geron and UTC.
 
1.4 “ Commercially Reasonable Efforts ” means the expenditure of efforts and resources (including the obtaining of any necessary financing) consistent with the usual practice of a third party of similar size and capability in pursuing, in a reasonably timely manner, the development, approval, commercialization and marketing of its own pharmaceutical products that are of significant market potential and strategic value
 
1.5 “ Confidential Information ” means any and all information that is contained in any report under Section 5.1 or any written disclosure of an Invention under Section 8.1 (which information shall be deemed Licensee’s Confidential Information), or disclosed by a Party to the other Party or its Representatives or obtained by a Party or its Representatives from the other Party in connection with any audit under Section 5.2.
 
1.6 “ Field of Use ” means use of telomerase as an antigen in an immunotherapeutic product  for use in humans wherein the telomerase antigen is delivered using (i) patient monocyte-derived dendritic cells, or other patient blood or bone marrow-derived antigen presenting cells, (ii) human embryonic stem cell derived dendritic cells or other antigen presenting cells, or (iii) induced pluripotent stem cell derived dendritic cells or other antigen presenting cells.
 
1.7 “ GRNVAC ” means the technology acquired by the Licensee under the Asset Contribution Agreement pertaining to the presentation of one or more antigens to the immune system using patient monocyte-derived (VAC-1) or dendritic cells or human embryonic stem cell-derived or induced pluripotent stem cell-derived antigen presenting cells (VAC-2).
 
1.8 “ Inventions ” means any discovery, modification, or improvement (whether or not protectable under state, federal, or foreign intellectual property laws) of the technology covered by the Licensed Patents.
 
1.9 “ Licensed Patents ” means the patents and patent applications that are (a) licensed to Geron and/or co-owned by Geron pursuant to the Colorado Telomerase License (b) related to telomerase, and (c) necessary for the development and commercialization of GRNVAC, as listed in Exhibit A.
 
1.10 “ Licensed Product ” means any product, or part thereof, that is sold, manufactured or used in the Territory and that is itself, or that is manufactured by a process that is, covered in whole or in part by an issued, unexpired Valid Claim within the Licensed Patents.
 
1.11 “ Net Sales ” means the total amount received by Licensee for the sale or other commercial disposition of Licensed Products by Licensee or its sublicensees, less the Allowed Sales Deductions incurred with respect to such sale or disposition.
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1.12 “ Representatives ” means a Party’s Affiliates and its and their respective officers, directors, employees, agents, attorneys, accountants and advisors.
 
1.13 “ Territory ” means worldwide.
 
1.14 “ Third Party ” means any person or entity other than Geron or Licensee.
 
1.15 “ UTC ” means University Technology Corporation, a not-for-profit Colorado corporation having its principal place of business at 3101 Iris Ave, Suite 250, Boulder, Colorado, 80301 U.S.A.
 
1.16 “ Valid Claim " means an unexpired claim in the Licensed Patents, whether or not issued or granted, which has not been revoked or held unenforceable, unpatentable or invalid by a court of competent jurisdiction, or unappealable or unappealed within the time allowed for appeal; and which has not been rendered unenforceable.
 
2. License Grant .
 
2.1 License Grant by Geron .  In consideration of payment by Licensee of the amounts set forth in Article 4 and subject to the terms and conditions of this Agreement, Geron hereby grants to Licensee and its Affiliates an exclusive, royalty-bearing sub-license under the Licensed Patents, including the right to grant further sublicenses in accordance with Section 2.3 hereof, solely to make, have made, use, import, sell, or have sold Licensed Products in the Territory under the Field of Use.  Licensee acknowledges that this Agreement is subject to the Colorado Telomerase License, and that this Agreement must be consistent with the terms of the Colorado Telomerase License.
 
2.2 Retained Rights .  The license granted to Licensee under Section 2.1 shall be subject to the retained right of UTC to use the Licensed Patents for noncommercial, research and educational purposes, as set forth in Section 2.4 of the Colorado Telomerase License.  Further, Licensee agrees that Geron retains exclusively all rights to use, practice and exploit the Licensed Patents and all products based thereon for all uses outside the Field of Use.  Licensee covenants that neither it, nor any of its Affiliates shall use, practice or exercise the Licensed Patents for any purpose outside the Field of Use licensed under Section 2.1.
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2.3 Sublicense Rights .  Licensee shall have the right to grant sublicenses of the rights granted to it under Section 2.1 solely to Third Parties engaged in research, development and marketing of Licensed Products in the Field of Use, and to contract service providers providing services to Licensee, and solely to the extent such sublicenses are reasonably needed for the research, development and/or commercialization of Licensed Products in the Field of Use.  Each such sublicense shall be subject to the applicable terms and conditions of this Agreement, and shall require the sublicensee to diligently pursue the commercialization of the sublicensed technology, as set forth in a written, executed sublicense agreement between Licensee and each sublicensee.  Licensee shall use commercially reasonable efforts to monitor and require compliance of its sublicensees with such diligence obligations.  Licensee will provide Geron with a complete copy of each sublicense agreement within five (5) business days after its execution.
 
3.
No Implied Licenses; Retained Rights .
 
3.1 No Implied Licenses .  Except as expressly set forth in Section 2.1 with respect to Licensed Patents in the Field of Use, Licensee does not and shall not obtain by virtue of this Agreement any license or other intellectual property interest in, to, or under any patents, know-how or other intellectual property of Geron or UTC, by implication or otherwise.  For the avoidance of doubt, no technical data, information or knowledge of UTC related to Licensed Products, or any process based on or covered by the Licensed Patents, or the manufacture, marketing, registration, purity, quality, potency, safety and efficacy of the Licensed Products, exists nor is any such technical data, information or knowledge conveyed or licensed in any way to Licensee under this Agreement.
 
3.2 Retained Rights .  Geron retains all rights not explicitly granted to Licensee in Article 2.  For the avoidance of doubt, Geron retains all rights under the Licensed Patents, and all other intellectual property owned or controlled by Geron, outside of the Field of Use as expressly defined herein.
 
3.3 Expiration of License granted by UTC to Geron .  Licensee understands that the license rights granted by UTC to Geron under the Licensed Patents expire upon the end of the term of the Licensed Patents (or at such earlier date that the Colorado Telomerase License is terminated).
 
4.
Consideration .
 
4.1 Upfront Fee . In consideration of the license granted to Licensee pursuant to Section 2.1, Licensee will pay to Geron a non-refundable, non-creditable upfront license fee of sixty-five thousand U.S. dollars ($65,000 USD) within thirty (30) calendar days after the Effective Date of this Agreement.
 
4.2 Annual License Maintenance Fee .  In consideration of the license granted to Licensee pursuant to Section 2.1, commencing on the first anniversary of the Effective Date of this Agreement, and continuing thereafter during the Term, Licensee will pay to Geron an annual, non-refundable, non-creditable license maintenance fee, in each case, of ten thousand U.S. dollars ($10,000 USD)(each, a “ License Maintenance Payment ”).  Licensee shall pay each License Maintenance Payment to Geron within thirty (30) calendar days after each anniversary of the Effective Date with respect to the immediately preceding annual period (each such period, a “ License Maintenance Period ”).If this Agreement expires or is terminated, Licensee will pay Geron a pro-rated License Maintenance Payment calculated by multiplying ten thousand U.S. dollars ($10,000 USD) by a fraction, the numerator of which is the number of days of the applicable License Maintenance Period that have elapsed as of the date of such expiration or termination, and the denominator of which is the total number of days in such License Maintenance Period.
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4.3 Royalties .  Licensee will pay to Geron earned royalties equal to one percent (1%) of Net Sales. Royalties due hereunder shall be paid to Geron quarterly within sixty (60) days after the close of each calendar quarter ended March 31, June 30, September 30, and December 31 during the Term.
 
4.4 Payments Generally .  All payments shall be made in US Dollars by check to the following address:
 
Geron Corporation
 
Attention:  Controller
 
149 Commonwealth Drive
 
Menlo Park, CA 94025
 
Tel: 650-473-8694
 
Fax:  650-566-7182

Licensee shall be solely responsible for any and all payments due from its sublicensees.   Interest shall accrue and be paid on all sums due and unpaid under this Agreement at an interest rate equal to three percent (3%) per annum above the prime rate quoted from time to time by the Bank of America from the due date for payment until the date of payment in full thereof.
 
4.5 Currency Conversion .  All payments to be made by Licensee to Geron under this Agreement shall be made in United States dollars and may be paid by bank wire transfer in immediately available funds to such bank account in the United States as may be designated in writing by Geron from time to time.  In the case of payments to be made based on sales which are other than in United States dollars, the rate of exchange to be used in computing the monthly amount of currency equivalent in United States dollars due Geron shall be made in accordance with the exchange rates quoted by the Wall Street Journal on the last day of the calendar quarter for in which such payment is due.  Such payments will be without deduction of exchange, collection or other charges.
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5. Royalty Reports; Audits .
 
5.1 Royalty Reports .  Commencing at the end of the first quarter during which Licensee receives Net Sales, Licensee will submit to Geron a quarterly written report setting forth the Net Sales received by Licensee during the reporting period; the quantity of each Licensed Product sold by Licensee or its sublicensees during the reporting period and amounts due and payable with respect thereto; any applicable deductions; total royalties due to Geron hereunder; and the name and address of any sublicensees of Licensee.  After the first such report, reports shall be made whether or not Licensee has received any Net Sales during said quarter.  Licensee agrees to accompany each such report with full payment of all amounts due for the reported period.  Licensee shall keep, and shall require its sublicensees to keep, complete and accurate records in sufficient detail to enable royalties due and payable hereunder to be determined.
 
5.2 Audit s .  At the written request of Geron not more than once in each Calendar Year, Licensee shall permit an independent certified public accounting firm selected by Geron and reasonably acceptable to Licensee, at Geron’s expense, to have access during normal business hours to those records of Licensee as may be reasonably necessary to verify the accuracy of royalty reports submitted by Licensee hereunder.  If such accounting firm identifies a discrepancy in royalties paid by Licensee, the discrepancy will be promptly corrected by a payment or a refund by the applicable Party.  The fees charged by such accounting firm shall be paid by Geron, provided , however , that if such audit uncovers an underpayment of royalties by Licensee that exceeds five percent (5%) of the total royalties owed, then the fees of such accounting firm shall be paid by Licensee. Licensee shall include in each sublicense granted by it pursuant to this Agreement a provision requiring the sublicensee to grant access to such records by Geron’s independent accountant to the same extent required of Licensee under this Agreement.
 
5.3 Confidentiality of Audited Information .  Geron shall treat all financial information subject to review under this Article 5 in accordance with the confidentiality and non-use provisions of this Agreement, and shall cause its accounting firm to enter into a reasonably acceptable confidentiality agreement with Licensee or any sublicensee obligating it to retain such information in confidence pursuant to such confidentiality agreement.

5.4 Taxes .  All taxes imposed as a result of the existence of this Agreement or the performance hereunder shall be paid by the Party required to do so by applicable law, provided , however , that if required by applicable law, and solely to the extent required, Licensee shall withhold the amount of any such taxes and shall promptly effect payment thereof to the appropriate tax authorities.  In that case, Licensee shall cooperate with Geron in obtaining a refund of any such taxes, and shall transmit to Geron official tax receipts or other evidence issued by such tax authorities sufficient to enable Geron to support a claim for the United States income tax credit in respect of any such taxes so withheld.
 
6.
Development .
 
Licensee will use Commercially Reasonable Efforts to conduct the research, development and commercialization of Licensed Products.  If Licensee fails to use Commercially Reasonable Efforts to conduct the research, development and commercialization of Licensed Products, Geron will have the right to terminate this Agreement in accordance with Section 13.3.
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7.
Government and Regulatory Approvals .
 
Licensee is responsible for obtaining all government and regulatory approvals and authorizations necessary for the research, development, testing, production, distribution, sale, and use of Licensed Products.
 
8. Intellectual Property .
 
8.1 Inventions .  Licensee will promptly disclose in writing to Geron any Inventions that are conceived, made or reduced to practice by Licensee, alone or jointly with others, in the exercise of the license rights granted hereunder.  Inventorship of such Inventions shall be determined in accordance with United States Patent law, and ownership shall be consistent with inventorship.  Licensee, alone or with a sublicensee, will have the right to prepare, file and prosecute Inventions owned solely by Licensee or jointly with a sublicensee; any Inventions owned jointly by the Parties will be prepared, filed and prosecuted in collaboration by the Parties.
 
8.2 Filing, Prosecution and Maintenance of Licensed Patents .  Geron shall use Commercially Reasonable Efforts to file, prosecute and maintain the Licensed Patents.  All final decisions with respect to filing, prosecution and maintenance of the Licensed Patents shall be made by Geron.
 
8.3 Enforcement .  Geron  or UTC shall have the sole right, in their sole discretion and in accordance with the terms and conditions of the Colorado Telomerase License, to initiate a suit or other legal proceeding in their name or, if appropriate, in the names of Geron, UTC and Licensee, to enforce and defend the Licensed Patents with respect to any infringement or other unlawful use by a Third Party; provided , however , that neither Geron nor UTC shall have any obligation to bring such suit or other proceeding Licensee shall promptly notify Geron of any potential or actual infringement or unlawful use of the Licensed Products of which Licensee becomes aware. Licensee will assist Geron in any action taken or brought by Geron to enforce and defend the Licensed Patents, and will cooperate fully in such action, at Geron’s expense.  Any recovery from such action will be retained by Geron, except that any recovery for infringement of Licensee’s rights in the Field of Use shall be allocated as follows:  (a) first to Geron, pro rata with any recovery for infringement outside the Field of Use, until Geron has recovered its documented out of pocket costs of prosecuting the infringement in such action; (b) to any recovery in settlement of a claim or lawsuit, as damages for lost revenues or profits on the sale of a Licensed Product, shall belong to Licensee, and any amount awarded or paid in settlement of a claim or lawsuit, as damages for lost royalty revenues, shall belong to Geron.
 
8.4 Third Party Intellectual Property Rights .  If Licensee receives any warning letter or other notice of infringement, or an action, suit or other proceeding is brought against Licensee alleging that any activity related to the Licensed Products infringes an intellectual property right of a Third Party, Licensee shall promptly notify Geron.
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9.
Confidentiality .
 
9.1 Confidentiality Obligations .  During the term of the Agreement and for a period of three (3) years thereafter, each Party shall not disclose any Confidential Information received from the other Party to any Third Party (other than such Party’s Representatives who have a need to know such Confidential Information) or use such Confidential Information of the other Party to compete with the other Party; provided , however , that this Section 9.1 shall not restrict either Party from performing any obligation or exercising any right under this Agreement and shall not restrict the individual Representatives of either Party from using Residual Knowledge.  For purposes of this Agreement, “ Residual Knowledge ” means ideas, concepts, know-how, or techniques related to the Confidential Information that are retained in the unaided memories of the receiving Party’s individual Representatives who have had access to the Confidential Information.  An individual Representative’s memory is considered unaided if the employee has not intentionally memorized the relevant Confidential Information for the purpose of retaining and subsequently using or disclosing it.  Neither Party shall direct any of its individual Representatives to use or practice any Residual Knowledge.  In protecting the other Party’s Confidential Information from unauthorized disclosure to any Third Party, each Party shall use at least the same degree of care as it uses in preventing the unauthorized disclosure of its own confidential information.
 
9.2 Exceptions .  Notwithstanding anything contained herein to the contrary, Confidential Information shall not include information that:
 
(i) is or becomes publicly available (other than through a breach of this Agreement);
 
(ii) was known to or in the possession of the receiving Party or any of its Representatives at the time of disclosure;
 
(iii) is independently developed or acquired by the receiving Party or any of its Representatives without the use of Confidential Information provided by the other Party;
 
(iv) is disclosed with the prior written approval of the disclosing Party; or
 
(v) becomes known to the receiving Party or its Representatives from a Third Party  (other than a former officer, director or employee of a Party who knew such information during the term of their office, directorship or employment with such Party) on a nonconfidential basis without breach of this Agreement by the receiving Party.
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9.3 Disclosure Required by Law .  Notwithstanding anything to the contrary contained herein, a Party shall be permitted to disclose Confidential Information of the other Party to the extent required by law or pursuant to the order or legal process of a court, administrative agency, or other governmental body (including by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process), or any rule, regulation, policy statement or other formal demand of any national securities exchange, market or automated quotation system; provided , that, to the extent permitted by applicable law or any order or requirement of a court, administrative agency or other governmental body, the receiving Party will, as promptly as practicable, provide the disclosing Party with prior written notice of such requirement so that the disclosing Party may seek a protective or other order at its sole expense, or waive compliance with the terms of this Agreement with respect to such disclosure. If such protective order is not timely obtained, or if the disclosing Party waives compliance with the provisions hereof or fails to promptly respond to the receiving Party’s written notice, the receiving Party will, without liability under this Agreement, furnish only that portion of the Confidential Information that it is advised by its outside legal counsel is legally required and will exercise commercially reasonable efforts to obtain assurance that confidential treatment, if available, will be accorded such Confidential Information.  Notwithstanding anything to the contrary contained herein, each Party may disclose Confidential Information of the other Party to the extent required by federal or state securities laws or reporting obligations to the United States Securities and Exchange Commission.
 
9.4 Agreement and Terms Confidential .  Except as required by law, including but not limited to federal and state securities laws or reporting obligations to the United States Securities and Exchange Commission, or pursuant to the order or requirement of a court, administrative agency or other governmental body (including by deposition, interrogatory, request for documents, subpoena, civil investigation, demand or similar process), or any rule, regulation, policy statement or other formal demand of any national securities exchange, market or automated quotation system, neither Party shall publicly disclose the terms and conditions of this Agreement unless expressly authorized to do so in writing by the other Party, which authorization shall not be unreasonably withheld.  This restriction shall not apply with respect to any terms and conditions of this Agreement that are or become publicly available (other than through a breach of this Agreement).
 
9.5 Equitable Remedies .  Each Party acknowledges and agrees that due to the unique nature of the Confidential Information, there may be no adequate remedy at law for any breach of its obligations hereunder, and therefore, that upon any breach hereof, the other Party shall be entitled to seek appropriate equitable relief in addition to whatever remedies it might have at law.
 
10. Publications; Press Releases .
 
10.1 Publications .  Licensee shall have the right to publish the results of activities conducted in by Licensee or its sublicensees in the exercise of the license rights granted pursuant to this Agreement.  Licensee shall submit proposed publications for Geron's review at least thirty (30) days prior to the date of submission for publication or public disclosure. Geron will complete its review within thirty (30) days of receipt of the proposed publication.  Upon Geron's request, Licensee shall delete from proposed publications any reference to Geron's Confidential Information.  If, during its thirty (30) day review period, Geron notifies Licensee that it desires patent applications to be filed on any Inventions disclosed or contained in the manuscripts, Licensee shall delay publications or other disclosure for a period, not to exceed ninety (90) days, sufficient to permit Geron or Licensee to file any desired patent applications, as provided by Section 8.1 above.
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10.2 Press Releases .  Except for disclosures permitted under Section 9.4 or Section 10.1, any press release related to any terms and conditions of this Agreement shall be subject to mutual agreement of the Parties; provided , however , that no such agreement shall be required with respect to any press release that references or discloses the existence of this Agreement or the sublicense of the Licensed Patents, or with respect to any information previously disclosed by the other Party or included in any press release approved by the other Party.
 
11. Representations and Warranties .
 
11.1 Each Party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its state of incorporation and has full corporate power and authority to enter into this Agreement; (b) it is in good standing with all relevant governmental authorities; (c) it has taken all corporate actions necessary to authorize the execution and delivery of this Agreement and the performance of its obligations under this Agreement; and (d) its entry into and performance of the terms and conditions of this Agreement will not violate any agreements or obligations such Party may have to any other person or entity.
 
11.2 Geron represents and warrants as of the Effective Date the Colorado Telomerase License is current and in full force and effect.  Geron agrees that in the event of the termination of the Colorado Telomerase License, Geron will give Asterias notice of such event within 30 days of its occurrence.
11.3 No Implied Warranties . Nothing in this Agreement is or shall be construed as:
 
 
11.3.1
A warranty or representation as to the validity or scope of the Licensed Patents;
 
11.3.2 A warranty or representation that anything made, used, or disposed of under this Agreement is or will be free from infringement of patents, copyrights, and other rights of third parties;
 
11.3.3 An obligation to bring or prosecute actions or suits against third parties for infringement of the Licensed Patents; or
 
11.3.4 Granting by implication, estoppel, or otherwise any licenses or rights under patents or other rights of Geron or Third Parties, other than expressly provided herein.
 
11.4 Disclaimer of Warranty; Limitation of Liability .  Except as explicitly set forth herein, Geron makes no representation or warranty, express or implied, with respect to the Licensed Patents, including any warranty of merchantability, fitness for any particular purpose or that the practice of the Licensed Patents does not infringe any third party patents.  EXCEPT WITH RESPECT TO CLAIMS FOR MATERIAL BREACH OF ARTICLE 9, IN NO EVENT WILL EITHER PARTY HERETO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES SUFFERED BY THE OTHER PARTY ARISING IN ANY WAY OUT OF THIS AGREEMENT, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY.  THIS LIMITATION WILL APPLY EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
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12.
Indemnification; Insurance .
 
12.1
Indemnification by Geron .  Subject to Article 14, Geron hereby agrees at all times during the term of this Agreement to indemnify, defend and hold harmless Licensee and its Affiliates (collectively, the “Asterias Indemnified Parties”) from and against any Damages with respect to any claims and any Proceedings with respect to such claims (together, “Claims”) made by any Third Party and arising from or based on (a) a material breach of Geron’s representations and warranties contained in Section 11.2 or (b) the negligence or willful misconduct of Geron in the performance of its obligations or exercise of its rights under this Agreement; provided that such indemnification obligation shall not apply to Damages incurred by a Asterias Indemnified Party to the extent such Asterias Indemnified Party is adjudicated (in a final non-appealable judgment) to have acted in a negligent or willfully wrongful manner.
 
12.2 Indemnification by Licensee.  Subject to Article 14, Licensee hereby agrees to defend, indemnify and hold harmless Geron and its Affiliates; the University of Colorado; University License Equity Holdings, Inc. (the successor to University Technology Corporation); and the Howard Hughes Medical Institute, and each of their directors, officers, employees, and agents (collectively, the “Geron Indemnified Parties”) from and against any Damages with respect to any Claims made by any Third Party and (a) arising from or based on a material breach of Licensee’s representations and warranties contained in Section 11.1; or (b) resulting from personal injury, product liability or property damage relating to or arising from: (i) the manufacture, use, promotion or sale of any Licensed Product by Licensee or its sublicensees; or (ii) the use by any person of a Licensed Product made, created, sold or otherwise transferred by Licensee or its sublicensees; or (c) based on or resulting from the breach of this Agreement by Licensee or the negligence or willful misconduct of Licensee or its sublicensee in the performance of their respective obligations or the exercise of their respective rights relating to this Agreement; provided that such indemnification obligation shall not apply to Damages incurred by a Geron Indemnified Party to the extent such Geron Indemnified Party is adjudicated (in a final non-appealable judgment) to have acted in a negligent or willfully wrongful manner.
 
12.3 Insurance . Asterias agrees to maintain insurance or self-insurance that is reasonably adequate to fulfill any potential obligation to the indemnified parties.  Asterias shall continue to maintain such insurance or self-insurance during the term of this Agreement and after the expiration or termination of this Agreement for a period of five (5) years.  The Licensee’s insurance shall name Geron, UTC, the University of Colorado and the Institute, and its and their employees, directors, and agents as additional named insureds.
 
13. Term and Termination .
 
13.1 Term and Expiration .  The term of this Agreement shall commence upon the Effective Date and, unless terminated earlier pursuant to Sections 13.2, 13.3, 13.4, 13.5 or 13.6 below, shall continue in effect until expiration of all Valid Claims of the Licensed Patents hereunder (the “ Term ”).
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13.2 Termination of Colorado Telomerase License .  This Agreement shall terminate immediately upon any termination of the Colorado Telomerase License.  In the event that the Colorado Telomerase License is terminated Geron will notify Licensee of such termination within 30 days.
 
13.3 Termination for Material Breach .   Each Party shall have the right to terminate this Agreement for uncured material breach of the other Party, as follows:  If a Party believes that the other Party is in material breach of its obligations under this Agreement, then such Party may provide written notice to the other Party setting forth a description of the asserted material breach.  The Party against which such breach is asserted by such notice shall then either (1) cure such asserted material breach within sixty (60) days after actual receipt of such written notice (or such longer period as may be agreed by the Parties) or, if such Party disagrees that it is in material breach, (2) initiate dispute resolution pursuant to Article 14, whereupon the sixty (60) day cure period shall be tolled until the dispute is resolved.  If a Party has materially breached its obligations under this Agreement and does not cure such breach by the end of the sixty (60) days period after the other Party provides notice of such breach as above, then the Party providing such notice may then terminate the Agreement immediately on written notice to the breaching Party.
 
13.4 Termination by Licensee .  Licensee shall have the right to terminate this Agreement for any reason, with or without cause, upon ninety (90) days prior written notice to Geron.  The termination shall become effective upon expiration of the ninety (90) day period.
 
13.5 Termination for Bankruptcy .  A Party may terminate this Agreement upon written notice upon the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or upon an assignment of a substantial portion of the assets for the benefit of creditors by the other Party; provided , however , that in the case of any involuntary bankruptcy proceeding such right to terminate shall only become effective if the Party consents to the involuntary bankruptcy or such proceeding is not dismissed within ninety (90) days after the filing thereof (or such other period as the Parties may mutually agree in writing).
 
13.6 Effect of Termination . Upon any expiration pursuant to Section 13.1 or any termination pursuant to Sections 13.2, 13.3, 13.4, or 13.5, all obligations incurred by Licensee to Geron and all the rights granted to Licensee, including pursuant to Sections 2.1 and 2.3, shall immediately terminate (except as provided below), and any sublicenses granted by Licensee shall terminate.  Upon any termination, Licensee shall immediately cease (and cause its sublicensees to cease) making, having made, using, selling, and having sold Licensed Products.  Expiration or termination of this Agreement shall not relieve the Parties of any obligation accruing prior to such expiration or termination.  Article 9 shall survive the expiration or termination of this Agreement and shall continue for the period of time set forth in Article 9.  In addition, Articles 1, 5, 9, 10, 12, 14 and 15, and Sections 8.1, 11.2, 11.3, 13.6, shall survive expiration or termination of this Agreement.
 
13.7 In the event Geron receives any written notice from UTC alleging that Geron is in breach or default of Geron’s obligations under the Colorado Telomerase License, Geron shall: (a) promptly provide Licensee with notice of UTC’s alleged breach or default by Geron; and (b) use its Commercially Reasonable Efforts to cure such breach or default.
12
14. Dispute Resolution and Indemnification Procedures .
 
14.1 Notwithstanding anything to the contrary contained in this Agreement, the dispute resolution provisions of Schedule 10.10(b) of the Asset Contribution Agreement shall apply with full force and effect to any disputes with respect to the matters contemplated by this Agreement and the indemnification obligations between the parties under Article  12.  Accordingly, the parties agree that any claim (other than a claim for injunctive or other equitable relief from a court of competent jurisdiction in accordance with Section 15.4) for any breach of Geron’s or Asterias’ obligations under this Agreement, or for indemnification under Article 12, shall be brought and resolved exclusively in accordance with the provisions of Schedule 10.10(b) of the Asset Contribution Agreement as if Geron or Asterias were bringing such claim as a Geron Indemnitee or Asterias Indemnitee, respectively, thereunder, and shall otherwise be governed by the applicable provisions of this Article 14; provided , however , that nothing in this Article 14 shall prevent any party from seeking injunctive and other equitable relief from a court of competent jurisdiction in accordance with Section 15.4.
 
14.2 In the event that any party to this Agreement becomes aware of any event or circumstance that would reasonably be expected to constitute or give rise to any claim contemplated by Section 14.1, the party having the right to bring such claim (“Claimant”) shall take all commercially reasonable efforts to mitigate and minimize all Damages that may result from the breach giving rise to the claim (it being understood that nothing in this Agreement shall limit such Claimant’s right to seek recovery from the other party with respect to any costs of such mitigation).  Each Claimant shall use reasonable efforts to collect any amounts available under insurance coverage for any claim  under this Agreement.  The amount of any claim shall be net of any amounts recovered by the Claimant under insurance policies with respect to such claims in excess of the sum of:  (i) reasonable out-of-pocket costs and expenses relating to collection under such policies; and (ii) any deductible associated therewith to the extent paid or by which insurance proceeds were reduced.
 
14.3 In the event of the assertion or commencement by any Third Party of any action or other proceeding (“Proceeding’) with respect to which any Asterias Indemnified Party or Geron Indemnified Party (each an “Indemnitee”) may be entitled to indemnification pursuant to Article 12 of this Agreement, the indemnifying party (“Indemnitor”) shall have the right, at its election and expense, to proceed with the defense of such Proceeding on its own with counsel reasonably satisfactory to the Indemnittee; provided, however, that the Indemnitor shall not settle or compromise any such Proceeding without the prior written consent of the Indemnitee(s), which consent shall not be unreasonably withheld, conditioned or delayed.  The Indemnitee(s) shall give the Indemnitor prompt written notice after it becomes aware of the commencement of any such Proceeding against the Indemnitee(s); provided, however, any failure on the part of the Indemnitee(s) to so notify the Indemnitor shall not limit any of the obligations of the Indemnitor, or any of the rights of the Indemnitee(s), under this Section 14.3 (except to the extent such failure prejudices the defense of such Proceeding).  If the Indemnitor elects to assume and control the defense of any such Proceeding:  (a) at the request of the Indemnitor, the Indemnitee(s) shall make available to the Indemnitor any material documents and materials in the possession of the Indemnitee(s) that may be necessary to the defense of such Proceeding; (b) the Indemnitor shall keep the Indemnitee(s) reasonably informed of all material developments relating to such Proceeding; and (c) the Indemnitee(s) shall have the right to participate in the defense of such Proceeding at its own expense.  If the Indemnitor does not elect to proceed with the defense of any such Proceeding, the Indemnitee(s) may proceed with the defense of such Proceeding with counsel reasonably satisfactory to the Indemnitor; provided, however, that the Indemnitee(s) may not settle or compromise any such Proceeding without the prior written consent of the Indemnitor (which consent may not be unreasonably withheld, conditioned or delayed).
13
14.4 Subject to any injunction or other equitable remedies that may be available to any party, a party shall not be liable or responsible in any manner whatsoever to the other party with respect to the matters contemplated by this Agreement (whether for indemnification or otherwise) other than for claims brought as provided in this Article 14 and subject to the limitations contained therein, and subject to the foregoing, this Article 14 provides the exclusive remedy and cause of action of Indemnitees against any Indemnitor with respect to any matter arising out of or in connection with this Agreement; provided, however, that no claim against a party for fraud by such party shall be subject to the limitations of this Article 14.
 
15.
General Provisions .
 
15.1 Independent Contractors .  The Parties are independent contractors and shall not be deemed to be partners, joint venturers or each other’s agents or employees, and neither Party shall have the right to act on behalf of or otherwise bind the other Party, except as is expressly set forth in this Agreement.
 
15.2 Entire Agreement .  This Agreement sets forth the entire agreement and understanding between the Parties, and supersedes all previous agreements, promises, representations, understandings, and negotiations, whether written or oral between the Parties, with respect to the subject matter of this Agreement.  There shall be no amendments or modifications to this Agreement, except by a written document signed by both Parties.
 
15.3 Assignment .  This Agreement shall not be assigned by either Party without the prior written consent of the other Party, except that a Party may assign this Agreement, without such consent, to its successor in interest as part of a sale or transfer, by way of merger or otherwise, of all or substantially all of the business assets of such Party (or, if such Party is organized in divisions or other distinct business units, all of the business assets of a division or unit engaged in activities related to the Licensed Patents), or in the case of Geron, it assigns, transfers, or otherwise disposes of the Colorado Telomerase License in whole or in part, provided that the assignee agrees to be bound in writing by all the terms of this Agreement in place of the assignor.
14
15.4 Governing Law; Dispute Resolution .  This Agreement and all claims or causes of action (whether in contract or tort or otherwise) based upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles that would result in the application of any law other than the laws of the State of California.  Except as provided for in Article 14, each of Geron and Asterias: (a) consents to and submits to the exclusive jurisdiction and venue of the Superior Court of the State of California for the County of Santa Clara, or the United States District Court for the Northern District of California, in any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement; (b) agrees that all claims in respect of any such Proceeding shall be heard and determined in any such court; (c) shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; and (d) shall not bring any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court.  Each of Geron and Asterias waives any defense of inconvenient forum to the maintenance of any Proceeding so brought and waives any bond, surety or other security that might be required of any other Person with respect thereto.  Each of Geron and Asterias hereby agrees that service of any process, summons, notice or document in accordance with the provisions of Section 15.7 shall be effective service of process for any Proceeding arising out of or relating to this Agreement or any of the transactions contemplated hereby.  TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
 
15.5 Severability .  If any provision of this Agreement is finally held to be invalid, illegal or unenforceable by a court or agency of competent jurisdiction, that provision shall be severed or shall be modified by the Parties so as to be legally enforceable (and to the extent modified, it shall be modified so as to reflect, to the extent possible, the intent of the parties) and the validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any way.
 
15.6 No Waiver .  Any delay in enforcing a Party’s rights under this Agreement or any waiver as to a particular default or other matter shall not constitute a waiver of a Party’s right to the future enforcement of its rights under this Agreement.
 
15.7 Notices .  Any notice required or permitted by this Agreement to be given to either Party shall be in writing and shall be deemed given when delivered personally, by confirmed fax to a fax number designated in writing by the Party to whom notice is given, or by registered, recorded or certified mail, return receipt requested, and addressed to the Party to whom such notice is directed, at:
 
                 
If to Geron:
Geron Corporation
 
149 Commonwealth Drive
 
Menlo Park, California  94025
 
Attention: Executive Director, Legal
 
Telephone:  (650) 473-7700
 
Facsimile:  (650) 473-7750
 
If to Licensee:  
Asterias Biotherapeutics, Inc.
 
c/o BioTime, Inc.
 
1301 Harbor Bay Parkway
 
Alameda, CA 94502
 
Attention: Chief Executive Officer
 
Telephone:  (510) 521-3390
 
Facsimile:  (510) 521-3389
 
15
or at such other address or fax number as such Party to whom notice is directed may designate to the other Party in writing.
 
15.8 Force Majeure .  If the performance of this Agreement or any obligations hereunder is prevented, restricted or interfered with by reason of fire or other casualty or accident, strikes or labor disputes, war or other violence, any law, order, proclamation, ordinance, demand or requirement of any government agency, or any other act or condition beyond the control of the Party (a “Force Majeure”), the Party so affected, upon giving prompt notice to the other Party, shall be excused from such performance (other than the obligation to pay money) during such prevention, restriction or interference, provided that such Party continues to perform all its obligations under this Agreement, to the extent it is able, and uses diligent, good faith efforts to perform any such prevented, restricted or interfered obligations as soon as practicable, after the effects of such Force Majeure no longer prevent such performance.  Further, if a Party is prevented from performing any material obligation under this Agreement by a Force Majeure, for a period of 180 days, then the other Party may terminate this Agreement on notice.
 
15.9 Use of Names .  Except as otherwise provided herein, no right, express or implied, is granted by either party to use in any manner the name of Geron or Licensee or any other trade name or trademark of the other party in connection with the performance of this Agreement.
 
15.10 Counterparts .  This Agreement shall be fully executed in two (2) original counterparts, each of which shall be deemed an original.
 
15.11 Licenses of Intellectual Property; Bankruptcy Code .  The Parties agree that the sublicenses granted to Licensee to use Licensed Patents constitute licenses of “intellectual property” as defined in the United States Bankruptcy Code (the “Bankruptcy Code”) and as used in Section 365(n) of the Bankruptcy Code.   The Parties also agree that the payments of royalties on Net Sales required to be paid by Licensee to Geron under this Agreement constitute “royalties” under Section 365(n) of the Bankruptcy Code.
16
IN WITNESS WHEREOF, authorized officers of each of Geron and Licensee have executed this Agreement as of the date first set forth above.
 
GERON CORPORATION
 
 
By:
s/John Scarlett
 
John Scarlett
Title:
Chief Executive Officer
 
 
ASTERIAS BIOTHERAPEUTICS, INC.
 
 
By:
s/Thomas Okarma
17
EXHIBIT A
LICENSED PATENTS
 
hTERT Licensed Patents
 
1/4/2013 10:51
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
FILE #
TITLE
COUNTRY
 
APPLICATION NUMBER
DATE FILED
PATENT NUMBER
ISSUE DATE
STATUS
018/062C
Genes for Human Telomerase Reverse Transcriptase and Telomerase Variants
US
09/438,486
12-Nov-99
6,927,285
9-Aug-05
Issued
018/181C
Telomerase
US
09/843,676
26-Apr-01
7,056,513
6-Jun-06
Issued
018/210C
Nucleic Acids Encoding Human Telomerase Reverse Transcriptase and Related Homologs
US
09/721,506
22-Nov-00
7,262,288
28-Aug-07
Issued
018/213C
Nucleic Acid Compositions for Eliciting an Immune Response Against Telomerase Reverse Transcriptase
US
10/044,692
11-Jan-02
7,560,437
14-Jul-09
Issued
018/221P
Human Telomerase Reverse Transcriptase Polypeptides
US
10/877,124
24-Nov-09
7,622,549
24-Nov-09
Issued
018/224C
Immunogenic Composition
US
11/894,643
20-Aug-07
 
 
Pending
018/204CH
Telomerase Reverse Transcriptase
CH
2312/97
1-Oct-97
689672
13-Aug-99
Issued
018/204GB
hTRT, the Reverse Transcriptase Subunit of Human Telomerase
GB
9720890.4
1-Oct-97
2317891
4-Aug-98
Issued
018/206AU
Human Telomerase Catalytic Subunit
AU
48073/97
1-Oct-97
734089
20-Sep-01
Issued
018/206BR
Human Telomerase Catalytic Subunit: Diagnosis and Therapeutic Methods
BR
9712254.8
1-Oct-97
 
 
Pending
018/206CA
Human Telomerase Reverse Transcriptase
CA
2,267,664
1-Oct-97
 
 
Allowed
018/206IL
Telomerase Reverse Transcriptase Gene, Promoter, and Encoded Protein and Diagnostic Kits and Pharmaceutical Compositions Utilizing the Same
IL
129103
1-Oct-97
129,103
21-Apr-08
Issued
018/206KR
Human Telomerase Catalytic Subunit
KR
10-1999-7002838
1-Oct-97
10-0530483
16-Nov-05
Issued
018/206NO
Human Telomerase Catalytic Subunit
NO
19991588
1-Oct-97
319982
10-Oct-05
Issued
018/206NZ
Human Telomerase Catalytic Subunit
NZ
334709
1-Oct-97
334709
9-Oct-01
Issued
018/206SG
Human Telomerase Catalytic Subunit
SG
99009565
1-Oct-97
64216
19-Jun-01
Issued
018/216NO D
Human Telomerase Catalytic Subunit: Diagnosis and Therapeutic Methods
NO
2005 3120
1-Oct-97
332085
18-Jun-12
Issued
018/219EP D2
Promoter for Telomerase Reverse Transcriptase
EP
9176870.5
1-Oct-97
 
 
Pending
1
018/225JP D2
Human Telomerase Catalytic Subunit
JP
2008-194208
1-Oct-97
4852576
28-Oct-11
Issued
018/226DE
Human Telomerase Catalytic Subunit
DE
69739497.2
1-Oct-97
69739497.2
15-Jul-09
Issued
018/227IE
Human Telomerase Catalytic Subunit
IE
 
1-Oct-97
1783139
15-Jul-09
Issued
018/228FR
Human Telomerase Catalytic Subunit
FR
 
1-Oct-97
1783139
15-Jul-09
Issued
018/229BE
Human Telomerase Catalytic Subunit
BE
 
1-Oct-97
1783139
15-Jul-09
Issued
018/230IT
Human Telomerase Catalytic Subunit
IT
 
1-Oct-97
1783139
15-Jul-09
Issued
018/231NL
Human Telomerase Catalytic Subunit
NL
49654/BE/2009
1-Oct-97
1783139
15-Jul-09
Issued
018/232CH
Human Telomerase Catalytic Subunit
CH
 
1-Oct-97
1783139
15-Jul-09
Issued
018/233GB
Human Telomerase Catalytic Subunit
GB
 
1-Oct-97
1783139
15-Jul-09
Issued
018/234CN D
Human Telomerase Catalytic Subunit
CN
201010150493.9
1-Oct-97
 
 
Pending
018/235HK
Human Telomerase Catalytic Subunit
HK
11111117.2
1-Oct-97
 
 
Pending
018/240FR
Human Telomerase Catalytic Subunit
FR
30754543
1-Oct-97
1333094
4-Apr-12
Issued
018/241DE
Human Telomerase Catalytic Subunit
DE
30754543
1-Oct-97
1333094
4-Apr-12
Issued
018/242IE
Human Telomerase Catalytic Subunit
IE
30754543
1-Oct-97
1333094
4-Apr-12
Issued
018/243NL
Human Telomerase Catalytic Subunit
NL
30754543
1-Oct-97
1333094
4-Apr-12
Issued
018/244CH
Human Telomerase Catalytic Subunit
CH
30754543
1-Oct-97
1333094
4-Apr-12
Issued
018/245GB
Human Telomerase Catalytic Subunit
GB
30754543
1-Oct-97
1333094
4-Apr-12
Issued
018/301AT
Human Telomerase Catalytic Subunit
AT
97307757.1
1-Oct-97
245194
16-Jul-03
Issued
018/302BE
Human Telomerase Catalytic Subunit
BE
97307757.1
1-Oct-97
841396
16-Jul-03
Issued
018/303CH
Human Telomerase Catalytic Subunit
CH
97307757.1
1-Oct-97
841396
16-Jul-03
Issued
018/304DE
Human Telomerase Catalytic Subunit
DE
69723531.9-08
1-Oct-97
841396
16-Jul-03
Issued
018/305ES
Human Telomerase Catalytic Subunit
ES
97307757.1
1-Oct-97
841396
16-Jul-03
Issued
018/306FR
Human Telomerase Catalytic Subunit
FR
97307757.1
1-Oct-97
841396
16-Jul-03
Issued
018/307GB
Human Telomerase Catalytic Subunit
GB
97307757.1
1-Oct-97
841396
16-Jul-03
Issued
018/308IE
Human Telomerase Catalytic Subunit
IE
97307757.1
1-Oct-97
841396
16-Jul-03
Issued
018/309IT
Human Telomerase Catalytic Subunit
IT
51975BE/2003
1-Oct-97
841396
16-Jul-03
Issued
018/310LU
Human Telomerase Catalytic Subunit
LU
97307757.1
1-Oct-97
841396
16-Jul-03
Issued
018/311SE
Human Telomerase Catalytic Subunit
SE
97307757.1
1-Oct-97
841396
16-Jul-03
Issued
 
 
2
Exhibit 10.3
 
SUBLICENSE AGREEMENT

This Sublicense Agreement (“Agreement”) is made and entered into as of the 1st day of October, 2013 (the “Effective Date”), by and between BioTime, Inc., a California corporation (“BioTime”), and Asterias Biotherapeutics, Inc., a Delaware corporation (“Asterias”).  BioTime and Asterias are sometimes hereinafter referred to as the “Parties”.

WITNESSETH

WHEREAS, BioTime owns an inventory of certain proprietary human embryonic stem cell lines (“ESI Lines”) developed by its subsidiary ES Cell International Pte Ltd (“ESI”); and

WHEREAS, BioTime has agreed to provide to Asterias, a quantity of ESI Lines under an Asset Contribution Agreement, dated January 4, 2013, subject to Asterias agreeing to the terms and conditions set forth in this Agreement;

WHEREAS, ESI has licensed to BioTime the right to use certain patents, with the right to grant sublicenses;

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the Parties hereto agree as follows:

ARTICLE 1 ‑ DEFINITIONS

1.1              “AFFILIATE” means any corporation (other than BioTime), limited liability company, limited partnership or other entity in control of, controlled by, or under common control with Asterias.

1.2              “CONFIDENTIAL INFORMATION” means confidential or proprietary information of ESI or BioTime relating to the ESI LINES and PATENT RIGHTS.  CONFIDENTIAL INFORMATION may be in written, graphic, oral or physical form and may include scientific knowledge, know-how, processes, inventions, techniques, formulae, specifications, reports, studies, findings, data, plans or other records, and/or biological materials. CONFIDENTIAL INFORMATION shall not include:  (a) information which is, or later becomes, generally available to the public through no fault of Asterias or any SUBSIDIARY; (b) information which is provided to Asterias or a SUBSIDIARY by an independent third party having no obligation to keep the information secret; and (c) information which Asterias or a SUBSIDIARY can establish by written documentation was independently developed by it without reference to the CONFIDENTIAL INFORMATION.

1.3              “PATENT RIGHTS” means the patents and patent applications identified on Exhibit A attached hereto, and any divisional, continuation or continuation-in-part of those applications, but only to the extent the claims in said applications are directed to subject matter specifically described in the patents and patent applications identified on Exhibit A , as well as any patents issued on these patent applications, and any reissues, reexaminations, extensions and substitutions (or the equivalent) thereof and any foreign counterparts to those patents and patent applications.  The parties agree that Exhibit A may be revised from time to time after the EFFECTIVE DATE to reflect changes thereto.

1.4              “SUBSIDIARY” means any corporation, limited liability company, limited partnership or other entity controlled by Asterias through equity ownership or voting power as a holder of capital stock, voting debt instruments, or other securities or under any contract or agreement.

For purposes of this Agreement, except as otherwise expressly provided herein or unless the context otherwise requires:  (a) the use herein of the plural shall include the single and vice versa and the use of the masculine shall include the feminine ; (b) unless otherwise set forth herein, the use of the term “including” or “includes” means “including [includes] but [is] not limited to”; and (c) the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision.   Additional terms may be defined throughout this Agreement.

ARTICLE 2 - LICENSE GRANT; USE; RESTRICTIONS

2.1              Grant of Rights; Use .  BioTime hereby grants to Asterias, and Asterias accepts, subject to the terms and conditions of this Agreement, a royalty-free, non-exclusive, world-wide right to use the ESI LINES and sublicense to use PATENT RIGHTS for any and all uses other than resale of ESI LINES or transfer of ESI LINES to third parties without consideration, or sublicensing PATENT RIGHTS to third parties other than SUBSIDIARIES.

2.2              Transfers/ Sublicensing .  Asterias shall not transfer, grant sublicenses of its rights or assign, in whole or in part, any of its rights under Section 2.1 without the prior written consent and approval of BioTime, which consent may be granted or withheld in BioTime’s sole discretion, , except that BioTime’s consent shall not be required for the following:  (a) a transfer, assignment and/or sublicense to a SUBSIDIARY; (b) a transfer of materials and/or sublicense from Asterias or a SUBSIDIARY to enable the transferee/sublicense to engage in a project of collaborative research with Asterias or a SUBSIDIARY using ESI LINES or PATENT RIGHTS for the development of new products; (c) a transfer of materials and/or sublicense from Asterias or a SUBSIDIARY to enable the transferee/sublicensee to perform specific services in support of the sale or distribution of new products (e.g. testing, contract manufacturing, distribution) made or derived from ESI LINES or using PATENT RIGHTS, or (d) a transfer of materials and/or sublicense from Asterias or a SUBSIDIARY to use ESI LINES and/or PATENT RIGHTS to manufacture, market, distribute, and sell new products, or to perform other activities necessary for the commercialization of new products, made or derived from ESI LINES and/or using PATENT RIGHTS.

2.3              Third Party Patents .  Asterias acknowledges that, depending on the nature of the products developed or to be developed, made, sold, and licensed from the ESI LINES, additional licenses from third parties, including without limitation Wisconsin Alumni Research Foundation (WARF) or WiCell Research Institute, may be required.  BioTime shall have no obligation to obtain for or otherwise provide, by sublicense or otherwise, any license or sublicense to use any patents, technology, know-how or other intellectual property belonging to BioTime, any BioTime Affiliate (other than Asterias and SUBSIDIARIES), or any third party.

2.4              Legal Compliance.  Asterias is solely responsible for the management and use of the ESI Lines supplied hereunder, including without limitation the storage, use, and disposal of the ESI Lines.  Asterias acknowledges that the use of the ESI Lines is subject to federal, state and local statutes, rules, regulations and guidelines, which, without limiting the generality of the foregoing, may restrict or prohibit (i) t he introduction of stem cells from a covered stem cell line into nonhuman primate embryos ; (ii) the introduction of any stem cells, whether human or nonhuman, into human embryos ; and (iii) breeding any animal into which stem cells from a covered stem cell line have been introduced .  Asterias also acknowledges that the ESI Lines have not been approved by the United States Food and Drug Administration or any comparable foreign government agency for any therapeutic or diagnostic use.  If any governmental regulatory body requires any permits, licenses or approvals in connection with the use of the ESI Lines by Asterias or any SUBSIDIARY or sublicensee, Asterias or such SUBSIDIARY or sublicensee shall be responsible for obtaining the same at its or their expense.

ARTICLE 3 - PATENT RIGHTS

3.1              Prosecution of Patents and Claims ,  Asterias will cooperate with BioTime and ESI to prosecute such patents and claims under patent applications or other PATENT RIGHTS as BioTime or ESI may reasonably request.

3.2              Infringement of PATENT RIGHTS .  The Parties agree to notify each other in writing of any third-party claim of invalidity or unenforceability of the PATENT RIGHTS, or of any interference or other proceeding affecting the PATENT RIGHTS.

3.3              New Patents, Inventions, and Discoveries.  Asterias shall have the right to file and prosecute new patent applications (and to obtain new patents) covering any new products developed by Asterias using ESI LINES, or derived from ESI LINES, and any other subject matter, based on any technology, invention, or discovery made by Asterias or any of its SUBSIDIARIES or any sublicensees using PATENT RIGHTS; provided, that (a) Asterias and its SUBSIDIARIES and sublicensees shall use ESI LINES and only for the purpose of developing new products from ESI LINES, and (b) Asterias shall, and shall cause its Subsidiaries to, license to BioTime, on a royalty-free basis, the right to use such new patents for any and all purposes in any country, except for use in producing, manufacturing, distributing, or selling and product developed by Asterias or any SUBSIDIARY.

ARTICLE 4– INDEMNIFICATION
LIMITATION OF LIABILITY AND INSURANCE

4.1              Asterias shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless BioTime, ESI, and the respective successors, assigns, agents, officers, directors, shareholders and employees of BioTime and ESI (each, an “Indemnified Party”), at Asterias’ sole cost and expense, against all liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property resulting from the development, production, manufacture, use, sale, distribution, lease, license, transfer, consumption or advertisement of any product, process, or service by Asterias, any SUBSIDIARY, or by any licensee or contractor of Asterias, that includes or was derived or produced from ESI LINES or using PATENT RIGHTS, or arising from any obligation, act or omission, or from a breach of any representation or warranty of Asterias under this Agreement, excepting only claims of that result from the willful misconduct of, or knowing violation of law by an Indemnified Party.  The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify Asterias in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) Asterias shall have control of the defense or settlement, provided that the Indemnified Party shall have the right (but not the obligation) to participate in such defense or settlement with counsel at its selection and at (x) its sole expense if Asterias is conducting the defense of the claim, (y) Asterias’ expense if Asterias has not commenced or is not continuing the defense of the claim, or (z) Asterias’ expense if the defense of Asterias and the Indemnified Party by the same counsel would give rise to any conflict of interest or if the Indemnified Party has defenses that are in addition to or different than those available to Asterias; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at Asterias’ expense.

4.2              EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, BIOTIME, ESI, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, EMPLOYEES, AND AFFILIATES (OTHER THAN Asterias) MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND ANY AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED.  NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY BIOTIME OR ESI THAT THE USE OR PRACTICE BY Asterias OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL BIOTIME, ESI, OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, SHAREHOLDERS, EMPLOYEES AND AFFILIATES (OTHER THAN Asterias) BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER BIOTIME SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES.

4.3              Asterias agrees to maintain insurance or self-insurance that is reasonably adequate to fulfill any potential obligation to the indemnified parties.  Asterias shall continue to maintain such insurance or self-insurance during the term of this Agreement and after the expiration or termination of this Agreement for a period of five (5) years.
ARTICLE 5– TERMINATION

5.1              This Agreement shall be effective on the Effective Date and shall terminate upon the termination of the ESI License Agreement, unless sooner terminated as provided in this Article 8.

5.2              BioTime may terminate this Agreement and the rights, privileges and license granted hereunder by written notice upon a breach or default of this Agreement by Asterias if the breach or default is not cured within thirty (30) days after a written request to remedy such breach, or if the breach or default cannot be cured within said thirty (30) day period, failure of Asterias within said thirty (30) day period to proceed with reasonable promptness thereafter to cure the breach, provided that a cure is fully implemented with one hundred twenty (120) days after occurrence.  Such termination shall become automatically effective unless Asterias shall have cured any such material breach or default prior to the expiration of the applicable cure period.

5.3              Asterias shall have the right to terminate this Agreement at any time on three (3) months’ prior notice to BioTime.

5.4              Upon termination of this Agreement, Asterias shall cease all uses of every and any kind of ESI LINES and PATENT RIGHTS.

5.5              Upon termination of this Agreement for any reason, nothing herein shall be construed to release either party from any obligation that matured prior to the effective date of such termination; and Article 4 and Article 6, and any other Sections or provisions which by their nature are intended to survive termination, shall survive any such termination.

ARTICLE 6 - CONFIDENTIALITY

6.1              During the course of this Agreement, BioTime may provide Asterias with CONFIDENTIAL INFORMATION belonging to BioTime or ESI.  CONFIDENTIAL INFORMATION may be disclosed in oral, visual or written form, and includes such information that is designated in writing as such at the time of disclosure, orally disclosed information that is designated in writing as confidential within 30 days after such oral disclosure, or information which, under all of the given circumstances ought reasonably be treated as CONFIDENTIAL INFORMATION. Asterias shall exercise reasonable care to protect the CONFIDENTIAL INFORMATION disclosed to Asterias by BioTime or ESI from disclosure to third parties and no such disclosure shall be made without the written permission of BioTime or ESI.  Upon termination or expiration of this Agreement, Asterias shall comply with BioTime’s written request to return to BioTime all CONFIDENTIAL INFORMATION that is in written or tangible form.  Except as expressly provided herein, Asterias is not being granted any license to use BioTime’s or ESI’s CONFIDENTIAL INFORMATION.  The obligations of Asterias under this Article 6 shall survive any expiration or termination of this Agreement.  Notwithstanding the preceding provisions of this Section 6.1, until such time as this Agreement is terminated:  Asterias shall have the right to disclose CONFIDENTIAL INFORMATION and the content of patent applications related to or included in PATENT RIGHTS to third parties in connection the licensing or sale of products developed by Asterias using or derived from ESI Lines or using PATENT RIGHTS, but only to the extent that such disclosure is necessary for the use of the product, and provided, that the third parties agree in writing to keep such information confidential on the same basis as Asterias agrees to maintain CONFIDENTIAL INFORMATION confidential under this Agreement.

6.2              The parties agree that the specific terms (but not the overall existence) of this Agreement shall be considered CONFIDENTIAL INFORMATION; provided, however, that the parties may disclose the terms of this Agreement to investors or potential investors, potential business partners, potential sublicensees and assignees, potential co-developers, manufacturers, marketers, or distributors of products and processes, and in any prospectus, offering, memorandum, or other document or filing required by applicable securities laws or other applicable law or regulation.  The parties may also disclose CONFIDENTIAL INFORMATION that is required to be disclosed to comply with applicable law or court order, provided that the recipient gives reasonable prior written notice of the required disclosure to the discloser and reasonably cooperates with the discloser’s efforts to prevent such disclosure.

ARTICLE 7 - NOTICES AND OTHER COMMUNICATIONS

7.1              Any notice or other communication required to be given to any party will be deemed to have been properly given and to be effective (a) on the date of delivery if delivered by hand, air courier delivery service, confirmed facsimile transmission, or confirmed electronic mail, or (b) four days after being deposited in the United States Mail, certified first class postage prepaid, in each case if sent to the respective addresses, FAX number or email address given below, or to another address as it shall designate by written notice given to the other party in the manner provided in this Section.
 
 
                 
In the case of Asterias:
Asterias Biotherapeutics, Inc.
 
 
301 Harbor Bay Parkway, Suite 100
 
 
Alameda, California 94502
 
 
FAX:  (510) 521-3389
 
 
Attention:  Thomas Okarma, Chief Executive Officer
 
                 
In the case of BioTime  
BioTime, Inc.
 
 
301 Harbor Bay Parkway, Suite 100
 
 
Alameda, California 94502
 
 
FAX:  (510) 521-3389
 
 
Attention:  Michael D. West, President
ARTICLE 8- REPRESENTATIONS AND WARRANTIES

8.1              Asterias represents and warrants that it has full corporate power and authority to enter into this Agreement, that this Agreement constitutes the binding legal obligation of Asterias, enforceable in accordance with its terms, and that the execution and performance of this Agreement by Asterias will not violate, contravene or conflict with any other agreement to which Asterias is a party or by which it is bound or with any law, rule or regulation applicable to Asterias, and that any permits, consents or approvals necessary or appropriate for Asterias to enter into this Agreement have been obtained.

8.2              Asterias is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.

8.3              Asterias represents and warrants that (a) it has the full legal right and power to enter into this Agreement and to grant the sublicenses granted hereunder, and (b) that this Agreement constitutes the binding legal obligation of Asterias, enforceable in accordance with its terms.

8.4              BioTime represents and warrants that it has full corporate power and authority to enter into this Agreement, that this Agreement constitutes the binding legal obligation of BioTime, enforceable in accordance with its terms, and that the execution and performance of this Agreement by BioTime will not violate, contravene or conflict with any other agreement to which BioTime is a party or by which it is bound or with any law, rule or regulation applicable to BioTime, and that any permits, consents or approvals necessary or appropriate for BioTime to enter into this Agreement have been obtained.

8.5              BioTime is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted.

8.6              BioTime represents and warrants that (a) it has the full legal right and power to enter into this Agreement and to grant the sublicenses granted hereunder, and (b) that this Agreement constitutes the binding legal obligation of BioTime, enforceable in accordance with its terms.

ARTICLE 9‑ MISCELLANEOUS PROVISIONS

9.1              Nothing herein shall be deemed to constitute either party as the agent or representative of the other party.

9.2              To the extent commercially feasible, and consistent with prevailing business practices, all products manufactured or sold under this Agreement will be marked with the number of each issued patent that applies to such product.

9.3              This Agreement shall be construed, governed, interpreted and applied in accordance with the laws of the state of California, without regard to principles of conflicts of law thereof, except that questions affecting the construction and effect of any patent shall be determined by the law of the country in which the patent was granted.

9.4              The parties hereto acknowledge that this Agreement (including the Exhibits hereto) sets forth the entire Agreement and understanding of the parties hereto as to the subject matter hereof, and shall not be subject to any change or modification except by the execution of a written instrument subscribed to by the parties hereto.

9.5              The provisions of this Agreement are severable, and in the event that any provisions of this Agreement shall be determined to be invalid or unenforceable under any controlling body of the law, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.

9.6              The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party.

9.7              The parties agree that the sublicenses granted to Asterias to use PATENT RIGHTS constitute licenses of “intellectual property” as defined in the United States Bankruptcy Code (the “Bankruptcy Code”) and as used in Section 365(n) of the Bankruptcy Code.
IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the Effective Date set forth above.
 
ASTERIAS BIOTHERAPEUTICS, INC.
 
 
 
By:
s/Thomas Okarma
 
 
Thomas Okarma, Chief Executive Officer

By:
s/Judith Segall
 
 
Judith Segall, Secretary
 
BIOTIME, INC.
 
 
 
By:
s/Michael D. West
 
 
Michael D. West, Chief Executive Officer

By:
s/Judith Segall
 
 
Judith Segall, Secretary
EXHIBIT A

LICENSED PATENTS
 
 
Methods of regulating differentiation in stem cells
Pebay et al, US Patent number  7,604,990
 
 
Methods of regulating differentiation in stem cells
Pebay et al, US Patent number  7,413,903

 
Exhibit 10.4
 
FINAL EXECUTION COPY
 
EXCLUSIVE LICENSE AGREEMENT

between

THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

and

GERON CORPORATION for

A Method for Detecting the Differentiation of Multipotential Human Embryonic Stem Cells to Glial-Restricted Progenitor Cells that Generate Pure Populations of Oligodendrocytes for Remyelination and Treatment of Spinal Cord Injury

UC Case No. 2002-338-1
TABLE OF CONTENTS
 
Article No.
Page No.
 
 
BACKGROUND
1
 
 
1. DEFINITIONS
2
 
 
2. LIFE OF PATENT EXCLUSIVE GRANT
5
 
 
3. SUBLICENSES
6
 
 
4. PAYMENT TERMS
6
 
 
5. LICENSE-ISSUE FEE
7
 
 
6. PAYMENTS ON SUBLICENSES
7
 
 
7. EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES
8
 
 
8. DUE DILIGENCE
8
 
 
9. PROGRESS AND ROYALTY REPORTS
10
 
 
10. BOOKS AND RECORDS
12
 
 
11. LIFE OF THE AGREEMENT
12
 
 
12. TERMINATION BY THE REGENTS
13
 
 
13. TERMINATION BY LICENSEE
13
 
 
14. DISPOSITION OF LICENSED PRODUCT ON HAND UPON TERMINATION
13
 
 
15. USE OF NAMES AND TRADEMARKS
14
 
 
16. LIMITED WARRANTY
15
 
 
17. PATENT PROSECUTION AND MAINTENANCE
15
  
 
18. PATENT MARKING
18
 
 
19. PATENT INFRINGEMENT
18
 
 
20. INDEMNIFICATION
19
 
 
21. NOTICES
20
  
 
22. ASSIGNABILITY
20
 
 
23. NO WAIVER
21
 
 
24.  FAILURE TO PERFORM
21
  
 
25. GOVERNING LAWS
21
  
 
26. PREFERENCE FOR U.S. INDUSTRY
21
 
 
27. GOVERNMENT APPROVAL OR REGISTRATION
22
 
 
28. EXPORT CONTROL LAWS
22
 
 
29. SECRECY
22
 
 
30. MISCELLANEOUS
23
FINAL EXECUTION COPY
UC Case No. 2002-338-1
Geron Reference No. 3611

EXCLUSIVE LICENSE AGREEMENT

This exclusive license agreement ("Agreement") is made effective this 20th day of February, 2003, ("Effective Date"), between The Regents of the University of California, a California corporation, having its statewide administrative offices at 1111 Franklin Street, 12th Floor, Oakland, California 94607-5200 ("The Regents"), and Geron Corporation, a Delaware corporation, having a principal place of business at 230 Constitution Drive, Menlo Park, California 94025 ("Licensee").

BACKGROUND

A.         Certain inventions, generally characterized as A Method for Detecting the Differentiation of Multipotential Human Embryonic Stem Cells to Glial-Restricted Progenitor Cells that Generate Pure Populations of Oligodendrocytes for Remyelination and Treatment of Spinal Cord Injury and set forth more specifically under the Regents' Patent Rights (as defined below) (collectively "Inventions"), were made in the course of research conducted at the University of California, Irvine by Drs. Hans A. Keirstead and Gabriel Nistor under the Sponsored Research Agreement (as defined below) and are covered by Regents' Patent Rights as defined below.

 
B.         The Licensee entered into a Sponsored Research Agreement dated August 24, 2001 with the Regents (the "Sponsored Research Agreement"), which Sponsored Research Agreement has been renewed, as of the Effective Date, for an additional period of one year.

C.          Under the Sponsored Research Agreement, the Regents granted to Licensee certain license rights to the Inventions, and Licensee wishes to confirm such license rights for the commercial development, use and sale of certain products from the Invention, in accordance with the terms and conditions set forth herein.

D.          The scope of such license rights granted by The Regents is intended to extend to the full scope of the patents and patent applications in Regents' Patent Rights.

E.           Licensee wishes to obtain rights from The Regents for the commercial development, making, having made, use, sale, having sold and exporting of certain products, services and methods from the Invention, in accordance with the terms and conditions set forth herein and The Regents is willing to grant those rights so that the Invention may be developed to its fullest and the benefits enjoyed by the general public.
 
F.      Licensee is a "small business firm" as defined in 15 U.S.C. § 632.
G.         Both parties recognize and agree that royalties are payable under this Agreement with respect to products, services and methods covered by either pending patent applications or issued patents, in accordance with the terms and conditions set forth herein.

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In view of the foregoing, the parties agree:
 
DEFINITIONS
 
1.1            "Affiliate" means any corporation or other business entity: (i) in which Licensee owns or controls, directly or indirectly, at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors; or (ii) which owns, directly or indirectly, at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors of the Licensee; or (iii) which is under common ownership or control with Licensee to the extent of at least fifty percent (50%) of the outstanding stock or other voting rights entitled to elect directors. Notwithstanding the foregoing, in any country where the local law does not permit foreign equity participation of at least fifty percent (50%), then an "Affiliate" includes any company in which Licensee owns or controls, or is owned or controlled by, or is under common ownership or control with, directly or indirectly, the maximum percentage of outstanding stock or voting rights permitted by local law.

1.2             "Attributed Income" means the total gross proceeds received by Licensee from a Sublicensee that is not an Affiliate or a Joint Venture, including, without limitation, any Royalties, license fees, maintenance fees, and milestone payments, whether consisting of cash or any other form of consideration received by Licensee from such a Sublicensee. Notwithstanding the foregoing, Attributed Income shall not include proceeds reasonably and fairly attributable to bona fide (i) debt financing; (ii) equity (and conditional equity, such as warrants, convertible debt and the like) investments in Licensee, except to the extent the payment for such equity exceeds its market value; (iii) reimbursements of patent prosecution and maintenance expenses; (iv) reimbursement of manufacturing costs incurred by  Licensee with respect to any cell line covered under the Regents' Patent Rights on behalf of any Sublicensee; (v) reimbursement for the cost of research and/or development services provided on the basis of full-time equivalent ("FTE") efforts of personnel at or below Licensee's standard FTE rates, and (vi) reimbursements of any associated supplies, equipment, travel and other out-of-pocket expenses actually incurred by Licensee in connection with research and/or development services provided by such personnel.

1.3             "Customer" means any individual or entity that receives Licensed Products or Licensed Services, provided however, that Licensee and any Affiliate, Joint Venture or Sublicensee shall be deemed a Customer only if it receives Licensed Products or Licensed Services for its own end-use and not for resale.
 
1.4        "Field of Use" means (a) biological research, (b) drug screening and (c) human therapy.
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1.5             "Final Sale" means any sale, transfer, lease, exchange or other disposition or provision of a Licensed Product, Licensed Method and/or a Licensed Service to a Customer. A Final Sale shall be deemed to have occurred upon the earliest to occur of the following (as applicable): (a) the transfer of title to a Licensed Product to a Customer, (b) the provision of an invoice for (i) the shipment of a Licensed Product to a Customer, or (ii) the provision of a Licensed Service to a Customer, or (c) payment by the Customer for Licensed Products, Licensed Methods or Licensed Services.
 
 1.6         "FTE" is defined in Paragraph 1.2 ("Attributed Income").
 
1.7              "Joint Venture" means any separate entity established pursuant to an agreement between a third party and Licensee or an Affiliate to commercially develop, manufacture, have manufactured use, purchase, sell, have sold, export or acquire Licensed Products, Licensed Methods or Licensed Services for, to or from Licensee or an Affiliate.
 
1.8              "Licensed Method" means any process, art or method that is practiced or used in a particular country, where such practice or use would infringe, but for the license rights hereunder, a Valid Claim in such country.
 
1.9              "Licensed Product" means any Product that is made, used, sold, or imported in or into a particular country, where such making, use, sale or import would infringe, but for the license rights hereunder, a Valid Claim in such country.
 
1.10           "Licensed Service(s)" means any service provided for consideration (whether in cash or any other form) by Licensee or any Affiliate, Joint Venture, or Sublicensee, when such service involves the use of a Licensed Product or involves the practice of a Licensed Method.
 
 1.11      "Licensed Technology" means the Licensed Methods, Licensed Products and Licensed Services, collectively.
 
1.12           "Net Sales" means the total of the gross amount invoiced or otherwise charged (whether consisting of cash or any other forms of consideration) for the Final Sale of Licensed Products, Licensed Methods or Licensed Services by Licensee or by any Affiliate or Joint Venture to Customers, less the following deductions (to the extent included in and not already deducted from the gross amount invoiced or otherwise charged): (a) cash, trade or quantity discounts actually granted to Customers; (b) sales, use, tariff, import/export duties or other excise taxes imposed on particular sales (excepting value added taxes or income taxes); (c)  transportation charges, including insurance to the extent actually paid by the Customer; and allowances or credits to Customers because of rejections or returns. Where a Final Sale is made by Licensee to any Affiliate, Joint Venture or Sublicensee, or by any Affiliate or Joint Venture to Licensee, then Net Sales shall be based on the gross amount normally invoiced or otherwise charged to other Customers in an arm’s length transaction for such Licensed Products or Licensed Services. If a Licensed Product is sold as part of a unit, system, package or combination of products or active ingredients (a "Combination Product"), the Net Sales for purposes of calculating the royalty shall be calculated by multiplying the net sales of the Combination Product by the fraction A/B where "A" is the Net Sales of the Licensed Product when sold separately and "B" is the Net Sales of the Combination Product. If the foregoing calculation cannot be made because either (x) the Licensed Product or the other product(s) or active ingredients in the Combination Product are not sold separately or (y) such separate market prices are not established, the   Net Sales of such Combination Product shall be negotiated in good faith by the Regents and Licensee.

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1.13 "Product" means any kit, article of manufacture, composition of matter, material, compound, component or product.

1.14 "Regents' Patent Rights" means The Regents' interest in the following subject matter:
 
UC Case Number         
U.S. Application Number or 1 U.S. Patent Number    
Filing or Issue Date
2002-338-1     
60/396,382  
July 11, 2002

Regents' Patent Rights shall further include The Regents' interest in any continuing applications of the foregoing including divisions and substitutions and continuation-in- part applications (only to the extent, however, that claims in the continuation-in-part applications are supported in the specification and entitled to the priority filing date of the parent patent applications); any patents on said applications including reissues, reexaminations and extensions; and any corresponding foreign applications or patents.

1.15        "Royalties" means earned royalties due to (a) The Regents under this Agreement from Licensee and/or any Affiliate or Joint Venture or (b) Licensee as a result of the Final Sale by any Sublicensee that is not an Affiliate or a Joint Venture.
 
1.16         "Sponsored Research Agreement" means the sponsored research agreement number GC- 29615 by and between Licensee and The Regents dated effective August 24, 2001.
 
1.17           "Sublicensee" means (i) any person or entity (including any Affiliate or Joint Venture) to which Licensee sublicenses any of the rights granted to Licensee hereunder and (ii) any person or entity that has an agreement, arrangement or other relationship with Licensee, any Affiliate, any Joint Venture or any person or  entity described in (i) above for the research or development of Licensed Products and who is granted the right to sell or otherwise dispose of Licensed Products in connection with, or as a result of, an agreement, arrangement or other relationship with Licensee, any Affiliate, any Joint Venture or any person or entity described in (i) above.
 
 1.18      "Sublicense Fee" is defined in Paragraph 6.0.
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1.19            "Valid Claim" means any claim of (a) an issued, unexpired patent within the Regents' Patent Rights, but excluding any claim that has been (i) withdrawn, cancelled, disclaimed or waived, or (ii) held invalid or unenforceable by a court of competent jurisdiction in a decision that can no longer be appealed; or (b) a pending patent application within the Regents' Patent Rights, which claim has not been abandoned or finally rejected by the United States Patent and Trademark Office (USPTO), or any analogous foreign administrative entity, in a decision that can no longer be appealed or otherwise challenged.

2. LIFE OF PATENT EXCLUSIVE GRANT

2.1             Subject to the limitations and other terms and conditions set forth in this Agreement, The Regents grants to Licensee a world-wide license, including the right to grant sublicenses in accordance with Article 3 (Sublicenses) hereof, under its rights in and to Regents' Patent Rights to make, have made, use, sell, have sold, offer to sell and import the Licensed Technology within the Field of Use, to the extent permitted by law.
 
2.2        Except as otherwise provided in this Agreement, the license granted under Regents' Patent Rights in Paragraph 2.1 is exclusive for the life of the Agreement.
 
2.3        The license granted in Paragraphs 2.1 and 2.2 is limited to the Field of Use. Licensee has no license under this Agreement outside the Field of Use.
 
2.4       Educational   and   Research   Use.
 
2.4.1                The Regents reserves and retains the right (and the rights granted to Licensee in this Agreement shall be limited accordingly) to make, use, and practice the Invention and any technology relating to the Invention and to make and use any Products and to practice any process that is the subject of the Regents' Patent Rights (and to grant any of the foregoing rights to other educational and non-profit institutions) for educational and research purposes, including without limitation any sponsored research performed for or on behalf of commercial entities and including publication and other communication of any research results arising from such sponsored research conducted for or on behalf of such commercial entities (subject to the terms of any such sponsored research agreement).
 
2.4.2                In connection with permitting any educational or non-profit institution (including, without limitation, campuses of the UC System) to practice Regents' Patent Rights for educational and research purposes, the Regents, acting through the Director and Senior Licensing Officer of the Office of Technology Alliances of the University of California at Irvine, will exercise reasonable efforts to notify such educational or nonprofit institution in writing of Licensee's exclusive rights hereunder. For the avoidance of doubt, in no event shall the Regents grant, expressly or impliedly, to any person or entity (except as expressly permitted in Section 2.4.1) any rights under Regents' Patent Rights to make, have made, use, sell, have sold, offer to sell and import the Licensed Technology within the Field of Use.
5
2.4.3          For purposes of this Section 2.4, "educational and research purposes" exclude (i) human clinical research unless the purpose of the research is substantially of a research or educational character;(ii) the performance of human diagnostic or human therapeutic services unless the purpose of the research is substantially of a research or educational character; (iii) the performance of contract services for third parties in return for consideration; (iv) the creation, production, manufacture, sale or offer for sale of a product or process intended for sale or other commercial purpose; and (v) any other activity directed to the commercialization  of the Licensed Technology.

3. SUBLICENSES

3.1             The Regents also grants to Licensee the right to sublicense to third parties (including to Affiliates and Joint Ventures) the rights granted to Licensee hereunder, as long as Licensee has current exclusive rights thereto under this Agreement. Each Sublicensee, whether the sublicense is from the Licensee, Affiliates, Joint Venture, or a Sublicensee, must be subject to a written sublicense agreement. To the extent applicable, all sublicenses, whether the sublicense is from the Licensee, Affiliates, Joint Venture, or a Sublicensee, must include all of the terms, conditions, obligations and other restrictions of this Agreement that protect or benefit The Regents' (and, if applicable, the U.S. Government and other sponsors) rights and interests. For the avoidance of doubt, Affiliates and Joint Ventures stand unlicensed unless such Affiliates and Joint Ventures are granted a sublicense.
 
3.2            Licensee shall promptly provide The Regents with a copy of each sublicense issued, make reasonable efforts to collect all revenues due to Licensee from Sublicensees, and summarize and deliver all reports due The Regents from Sublicensees.
 
3.3              Upon any expiration or termination of this Agreement for any reason, all sublicenses shall automatically terminate, unless The Regents, at its sole discretion, agrees in writing to an assignment to The Regents of any sublicense. The Regents shall not be bound to any duties under an assigned sublicense beyond The Regents' duties under this Agreement.

4. PAYMENT TERMS

4.1             All Royalties on Net Sales are due to The Regents upon Final Sale by Licensee and/or its Affiliates and/or Joint Venture, and shall be paid to the Regents on a quarterly basis as set forth in Paragraph 4.2 hereof. Revenue Share Payments (as defined by Article 6 (Payments on Sublicenses), below) with respect to any Attributed Income shall be due to The Regents within thirty (30) days of the date that such Attributed Income is due to Licensee, and shall be paid to the Regents on a quarterly basis as set forth in Paragraph 4.2 hereof.

4.2              Licensee shall pay to The Regents all Royalties and Revenue Share Payments quarterly on or before February 28, May 31, August 31 and November 30 of each calendar year. Each payment will be for Royalties and Revenue Share Payments accrued within Licensee's most recently completed calendar quarter. Payments by Licensee under this Paragraph 4.2 shall be accompanied by Royalty and Revenue Share Payment reports as set forth in Paragraph 9.5 hereof.

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4.3             All monies due The Regents shall be paid in U.S. dollars by check payable to "The Regents of the University of California" or by wire transfer to an account designated by The Regents, which information will be provided promptly to Licensee by the Regents upon Licensee's request. Licensee is responsible for all bank or other transfer charges. When Net Sales are in currencies other than U.S. dollars, Licensee shall first determine the Royalties in such currency and then convert the amount into equivalent U.S. dollars, using the exchange rate quoted in The   Wall   Street   Journal   on the last business day of the reporting period.
 
4.4            Royalties earned on sales occurring in any country outside the U.S. and sublicense fees may not be reduced by any taxes, fees or other charges imposed by the government of such country on the payment of such income. Notwithstanding the foregoing, Licensee shall be entitled to deduct all payments made by Licensee in fulfillment of The Regents' tax liability in any particular country from Royalties or Revenue Share Payments due The Regents for that country with respect to Licensee's next quarterly payment.
 
4.5             (a) Royalties on Net Sales and (b) Revenue Share Payments shall be payable on Licensed Technology covered by Valid Claims. Royalties and Revenue Share Payments will accrue in each country for the duration of Regents' Patent Rights in that country. For the avoidance of doubt, if any patent or Valid Claim within Regents' Patent Rights is held invalid in a final decision by a court of competent jurisdiction and last resort and from which no appeal has or can be taken, then all obligation to pay Royalties based on that patent or Valid Claim or any claim patentably indistinct therefrom will cease as of the date of final decision. Licensee will not, however, be relieved from paying any Royalties that accrued before the final decision or that are based on another patent or claim not involved in the final decision.
 
4.6             In the event payments, rebillings or fees are not received by The Regents when due, Licensee shall pay to The Regents interest charges at the lower of: (a) ten percent (10%) per annum or (b) the highest amount allowable by law. Subject to the Notice and Cure Period set forth in Article 12 (Termination by The Regents), below, unless past-due sums are paid by Licensee within the Cure Period interest shall calculated from the date payment was due until actually received by The Regents.

5. LICENSE ISSUE FEE

Licensee shall pay to The Regents a one-time license issue fee of fifteen thousand dollars ($15,000) within ten (10) business days of the Effective Date. This fee is nonrefundable, non-cancelable and is not an advance or otherwise creditable against any royalties or other payments hereunder.
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6. PAYMENTS ON SUBLICENSES

Licensee shall pay to The Regents seven and one-half percent (7.5%) of all Attributed Income ("Revenue Share Payment"). Such Revenue Share Payment shall be nonrefundable and non-creditable.

7. EARNED ROYALTIES AND MINIMUM ANNUAL ROYALTIES

7.1             Licensee shall pay to The Regents an earned royalty of one percent (1%) of the Net Sales of Licensed Technology by Licensee or any Affiliate or Joint Venture.
 
7.2            In the event it becomes necessary for Licensee to license any patent or other intellectual property rights owned or controlled by a third party in order for Licensee to make, have made, use or sell, have sold, offer to sell or import Licensed Technology or to otherwise exercise Licensee's rights under this Agreement ("Third Party Intellectual Property"), then Licensee shall be entitled to deduct fifty percent (50%) of any payment due to such third party under such license with respect to such Third Party Intellectual Property from the Royalties payable to The Regents under Paragraph 7.1 above and the Revenue Share Payments payable to The Regents under Article 6 (Payments on Sublicenses), provided,   however,   that in no event shall the total amount of such deduction by Licensee exceed fifty percent (50%) of the total amounts due to the Regents under Paragraph 7.1 and Article 6 (Payments on Sublicenses). Any such deduction shall be made by Licensee in the calendar quarter as to which payments are due to The Regents corresponding to the calendar quarter in which payments are due to the third party with respect to such Third Party Intellectual Property.
 
7.3            Licensee shall pay to The Regents a minimum annual royalty of five thousand dollars ($5,000) for the life of Regents' Patent Rights, beginning with the year in which the first Final Sale occurs. The minimum annual royalty will be paid to The Regents by February 28 of each year following the year in which the first Final Sale occurs, and will be credited against the earned royalty due for the calendar year in which the minimum payment was made.

8. DILIGENCE

8.1             Licensee and/or its Sublicensees, promptly upon execution of this Agreement, shall diligently proceed with, or engage others to proceed with, the research, development, manufacture, marketing and/or sale of Licensed Products, and shall earnestly and diligently endeavor to market the same within a reasonable period of time after execution of this Agreement, with the goal of making Licensed Products commercially available as rapidly as reasonably possible and in quantities sufficient to meet market demands. For the avoidance of doubt, research and development of the Licensed Technology conducted on Licensee's or its Sublicensee's behalf under appropriate research or other agreements, or pursuant to such agreements (including, without limitation, the Sponsored Research Agreement and any extensions, amendments or renewals thereof), shall satisfy the diligence obligation under this Agreement.

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8.2         If Licensee ceases to conduct or have conducted activities that satisfy the diligence obligations set forth in Section 8.1 above for a period of more than two (2) consecutive years, then The Regents shall have the right and option to give written notice to Licensee of its intent to reduce Licensee's exclusive license under this Agreement to a nonexclusive license. If Licensee fails to commence or otherwise conduct or have conducted research, development, manufacture, marketing and/or sale of Licensed Technology within sixty (60) days after receipt of The Regents' notice of intent to reduce Licensee's exclusive rights to non-exclusive pursuant to the preceding sentence, The Regents may reduce the exclusive license granted to Licensee to a nonexclusive license, subject to Article 25 (Non-Binding Dispute Resolution). This right, if exercised by The Regents, supersedes the rights granted in Article 2 (Life of Patent Exclusive Grant). If Licensee fails to commence or otherwise conduct or have conducted research, development, manufacture, marketing and/or sale of the Licensed Technology for a period of more than three (3) consecutive years after the effective date of any such reduction of Licensee's exclusive license rights to non-exclusive, then The Regents shall have the right and option to give written notice to Licensee of its intent to terminate this Agreement. If Licensee fails to commence or otherwise conduct or have conducted substantive research, development, manufacture, marketing and/or sale of Licensed Technology within sixty (60) days after receipt of The Regents' notice of intent to terminate pursuant to the preceding sentence, The Regents may terminate this Agreement pursuant to Article 12 (Termination By The Regents), and subject to Article 25 (Non- Binding Dispute Resolution).
 
8.3             Notwithstanding the foregoing Sections 8.1 or 8.2, either of the following shall be sufficient (but not necessary) to satisfy Licensee's or its Sublicensees' diligence obligations under this Agreement:

(a) Continuing to fund the Sponsored Research Agreement and any extensions, amendments or renewals thereof; or

(b) Licensee and/or its Sublicensees spending at least $2,400,000 in the aggregate over a period of eight (8) years ("Minimum Spending Requirement") for research, development, manufacture, marketing and/or sale of Licensed Products (including, without limitation, direct and indirect expenditures on development and/or implementation of methods for making, qualifying, and scaling up undifferentiated human embryonic stem cells as source material for Licensed Products). Decision-making with respect to any amounts to be spent on a year-to-year basis shall be at the sole discretion of Licensee or its Sublicensees, provided that the aggregate total amount spent by License and/or its Sublicensees meets the Minimum Spending Requirement.

(c) If Licensee or its Sublicensees choose to rely upon Section 8.3(b) to satisfy the diligence obligations set forth under this Article 8, then upon expiration of the eight (8) year period set forth in Section 8.3(b), Licensee and/or its Sublicensees shall report to The Regents whether the Minimum Spending Requirement has been met. If the Minimum Spending Requirement has not been met, Licensee or its Sublicensees shall report to The Regents the amount by which Licensee's and/or its Sublicensees' spending fell below the Minimum Spending Requirement (the "Spending Shortfall"), and The Regents shall have the right and option to give written notice to Licensee of its intent to reduce Licensee's exclusive license to a non-exclusive license. Upon receipt of such written notice, Licensee and/or its Sublicensees shall have the right, for a period of sixty (60) days thereafter, to submit to The Regents a detailed development plan demonstrating Licensee's and/or its Sublicensees' intent to commence or otherwise conduct or have conducted research, development, manufacture, marketing and/or sale of Licensed Technology at a spending rate equal to the sum of the Spending Shortfall plus the amount of the Minimum Spending Requirement allocated evenly, from year-to-year, over the next eight (8) year period (the "Annual Spending Minimum"). If Licensee and/or its Sublicensees fail to submit such a development plan, or if, within twelve (12) months after providing such development plan to The Regents, Licensee and/or its Sublicensees have not met the Annual Spending Minimum, the Regents will be entitled, upon prior written notice to Licensee, to reduce the exclusive rights granted to Licensee to a non-exclusive license. If, for a period of an additional twelve (12) months after reduction of Licensee's rights to non-exclusive pursuant to the preceding sentence, Licensee and/or its Sublicensees have not met the Annual Spending Minimum, The Regents may terminate this Agreement pursuant to Article 12.

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8.4             Licensee shall endeavor to obtain all necessary governmental approvals for the manufacture, use and sale of the Licensed Technology, when appropriate given the stage of Licensee's efforts to research, develop, manufacture, market and/or sell Licensed Technology but in any event prior to the first Final Sale, and shall use substantive efforts to fill the market demand for Licensed Technology following commencement of marketing at any time during the exclusive period of this Agreement.

9. PROGRESS AND ROYALTY REPORTS

9.1             Beginning December 31, 2003, and annually thereafter, Licensee shall submit to The Regents a written progress report covering Licensee's (and any Affiliate's, Joint Venture's, or Sublicensee's) activities related to (a) the research and development and testing of all Licensed Product and Licensed Services, (b) Licensee's efforts, if any, to obtain the governmental approvals necessary for the manufacture, use and sale of the Licensed Technology in accordance with Paragraph 8.4, above, and (c) the activities required and undertaken in order to meet the diligence requirements set forth in Article 8 above. Annual progress reports are required until the first Final Sale of a Licensed Product or Licensed Service occurs in the U.S. and shall be again required if commercial sales of Licensed Products or Licensed Services are suspended or discontinued. Reports submitted by Licensee under this Article 9 (Progress and Royalty Reports) shall be considered Confidential Information in accordance with Article 30 (Secrecy) hereof.

9.2              Progress reports submitted under Paragraph 9.1 shall include, but are not limited to the following topics, to the extent applicable given the stage of Licensee's research, development, manufacture and/or sales efforts:

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9.2.1 summary of work completed;
9.2.2 key scientific discoveries;
9.2.3 summary of work in progress;
9.2.4 current schedule of anticipated events or milestones;
9.2.5 market plans for introduction of Licensed Product; and
9.2.6 a summary of resources spent in the reporting period.

Information in addition to that set forth in Paragraphs 9.2.1-9.2.6, above, may be submitted at Licensee's discretion.

9.3              Licensee has a continuing responsibility, in response to The Regents' request, to keep The Regents informed of the small business entity status (as defined by the USPTO) of itself or any Affiliates or Joint Ventures. Licensee will exercise best efforts to keep The Regents informed of the small business entity status (as defined by the USPTO) of any Sublicensees other than Affiliates or Joint Ventures.

9.4              Licensee shall report to The Regents the date of first Final Sale by Licensee and/or its Affiliates or Joint Venture of a Licensed Product in each country in its first progress and/or royalty reports following such first Final Sale of a Licensed Product. To the extent known to Licensee, Licensee will inform The Regents the date of first Final Sale by a Sublicensee.
 
9.5             Licensee shall submit quarterly Royalty and Revenue Share Payment reports to The Regents on or before each February 28 (for the quarter ending December 31), May 31 (for the quarter ending March 31), August 31 (for the quarter ending June 30) and November 30 (for the quarter ending September 30) of each year following the first Final Sale of a Licensed Product. Each Royalty and Revenue Share Payment report will cover Licensee's most recently completed calendar quarter and will show:

9.5.1 the gross sales and Net Sales and any Attributed Income due to Licensee during the most recently completed calendar quarter;
9.5.2 the number of each type of Licensed Product and Licensed Service sold;
9.5.3 the country in which the Licensed Technology was made, used or sold;
9.5.4 the Royalties and Revenue Share Payment, in U.S. dollars, payable with respect to Net Sales and Attributed Income, respectively;
9.5.5 the method used to calculate the Royalties and Revenue Share Payment; and
9.5.6 the exchange rates used, if any;
9.5.7 any other information determined by Licensee to be reasonably necessary to confirm Licensee's calculation of its royalty obligations hereunder.
 
Royalty and Revenue Share Payment reports submitted by Licensee under this Paragraph 9.5 shall be deemed Licensee's Confidential Information under Article 30 (Secrecy), except that The Regents shall be permitted to disclose, in confidence, the detailed amounts paid by Licensee under this Agreement, in royalty-share distribution calculations provided to its campuses and to the inventors. Total amounts received by The Regents hereunder shall not be deemed "Confidential Information."

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9.6            If, for any reporting period after the first Final Sale of a Licensed Product, Licensee has no Net Sales and no Attributed Income is due to Licensee during such reporting period, then a statement to this effect is required.

10. BOOKS AND RECORDS

10.1          Licensee shall keep accurate books and records showing all Net Sales and Attributed Income, Revenues and Royalty Share Payments, and other amounts payable hereunder and all sublicenses granted under the terms of this Agreement. Books and records must be preserved for at least five (5) years from the date of the reporting period to which they pertain.
 
10.2           Licensee's books and records pertaining to Net Sales, Attributed Income, Royalties and Revenue Share Payments must be open to inspection, in confidence, no more than twice annually, by an independent certified public accountant selected by The Regents and representatives or agents of The Regents at reasonable times during normal business hours and with prior written notice to Licensee, during the term of this Agreement and for at least five (5) years thereafter. The Regents shall bear the fees and expenses of examination but if an error in Royalties of more than five percent (5%) of the total Royalties due for any year is discovered in any examination, then Licensee shall bear the fees and expenses of that examination. Any underpayment shall be paid within thirty (30) days after receipt by The Regents and Licensee of the report submitted by such certified public accountant. Any overpayment by Licensee shall be credited toward Licensee's next Royalty and/or Revenue Share Payments due under this Agreement, irrespective of whether such Royalty and/or Revenue Share Payment is due in the next quarter or in a subsequent quarter, or if no such payments are expected to become due under this Agreement, shall be reimbursed to Licensee within a reasonable period, not to exceed ninety (90) days, after determination of such overpayment by the certified public accountant selected by The Regents.

11. LIFE OF THE AGREEMENT

11.1          Unless otherwise terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement will be in force from the Effective Date until the date of expiration of the last-to-expire Valid Claim of the Regents' Patent Rights; or until the last patent application licensed under this Agreement is abandoned and no patent in Regents' Patent Rights ever issues.
 
11.2      Any termination of this Agreement will not affect the rights and obligations set forth in the following Articles:
 
 
Article 10
Books and Records
 
Article 14
Disposition of Licensed Product on Hand Upon Termination

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Article 15
Use of Names and Trademarks
 
Article 20
Indemnification
 
Article 24
Failure to Perform
 
Article 30
Secrecy
 
12. TERMINATION BY THE REGENTS

If Licensee fails to perform or violates any term of this Agreement, then The Regents may give written notice of default ("Notice of Default") to Licensee. If Licensee fails to repair the default within sixty (60) days after receipt by Licensee of the Notice of Default (the "Cure Period"), then The Regents may terminate this Agreement and its licenses by a second written notice ("Notice of Termination"). Notwithstanding the foregoing, with respect to the diligence obligations set forth in Article 8 (Diligence), The Regents' remedies shall be as set forth in Article 8. If a Notice of Termination is sent to Licensee, then this Agreement will automatically terminate on the effective date of that notice. Such termination will not relieve Licensee of its obligation to pay any fees owing at the time of termination and will not impair any accrued right of The Regents. These notices are subject to Article 21 (Notices).

13. TERMINATION BY LICENSEE

13.1        Licensee has the right at any time to terminate this Agreement with or without cause, in whole or as to any portion of Regents' Patent Rights by giving notice in writing to The Regents. Such notice of termination will be subject to Article 21 (Notices) and termination of this Agreement will be effective sixty (60) days from the effective date of such notice.

13.2        Any termination under the above Paragraph 13.1 does not relieve Licensee of any obligation or liability accrued under this Agreement prior to termination, nor shall any such termination rescind any payment made to The Regents or anything done by Licensee prior to the time termination becomes effective. Termination does not affect in any manner any rights of The Regents arising under this Agreement prior to termination After termination by The Regent or Licensee, Licensee   shall be permitted to dispose of Licensed Products and perform Licensed Services in accordance with Article 14 (Disposition of Licensed Product On Hand Upon Termination); provided,   however,   that Royalties shall be payable by Licensee hereunder for Products that were Licensed Products at the time such Products were made, regardless of whether such Products are still Licensed Products when used, sold or imported thereafter in accordance with the terms of Article 14 (Disposition   of Licensed Products On Hand Upon Termination).

14. DISPOSITION OF LICENSED PRODUCT ON HAND UPON TERMINATION

Upon termination of this Agreement, within a period of one hundred and twenty (120) days following termination, Licensee is entitled to (i) dispose of all Licensed Products made, generated or produced, in whole or in part, prior to the effective date of such termination, but Licensee shall not be entitled to make, generate or produce any additional Licensed Products and (ii) provide Licensed Services contracted prior to the effective date of such termination, provided that the sale or use of such Licensed Product and the provision of such Licensed Services are subject to the terms of this Agreement, including, but not limited to, the rendering of reports and payment of Royalties, Revenue Share Payments and any other payments therefore required under this Agreement.

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15. USE OF NAMES AND TRADEMARKS

15.1          Nothing contained in this Agreement confers any right to use in advertising, publicity or other promotional activities any name, trade name, trademark or other designation of either party hereto (including contraction, abbreviation or simulation of any of the foregoing). Unless required by law, the use by Licensee of the name "The Regents of the University of California" or the name of any campus of the University of California in any advertising, publicity or other promotional activities is prohibited, except by mutual written consent of the parties.

15.2          The terms and conditions of this Agreement shall be considered Confidential Information of the parties in accordance with Article 30 (Secrecy) hereof. Notwithstanding the foregoing, The Regents is free to release to the inventors and senior administrators employed by The Regents the terms and conditions of this Agreement. If such release is made, then The Regents shall give notice of the confidential nature and shall require that the recipient does not disclose such terms and conditions to others. If a third party inquires whether a license to Regents' Patent Rights is available, then The Regents may disclose the existence of this Agreement and the extent of the grant to such third party (i.e., the exclusive nature of the license grant, and the Field of Use), but will not disclose the name of Licensee or any other terms or conditions of this Agreement. If The Regents is required to release information under governmental requirements such as the California Public Records Act, a regulatory requirement, a contractual requirement, an audit requirement or other requirements of law, The Regents will provide prior written notice to Licensee and work with Licensee to redact material that can be withheld from disclosure to the extent permitted by law. Licensee may disclose the terms and conditions of this Agreement if one of the following conditions is satisfied:

  (a) the disclosure is required by applicable securities laws or by the laws applicable to the regulatory approval of Licensed Technology;

  (b) the disclosure is made to a third party for a proposed or consummated business transaction or relationship; provided that the third party agrees to maintain the information as confidential; or

  (c) the disclosure is made to a third party for a public or private equity or other financing or corporate transaction such as a public offering, merger, acquisition, consolidation or asset transfer and the third party agrees to maintain such information as confidential. Any other disclosure of the existence of or terms and conditions of this Agreement by Licensee or The Regents shall require written agreement of the parties, which shall not be unreasonably withheld.

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16. LIMITED WARRANTY

16.1         The Regents represents and warrants to Licensee that (a) it has the lawful right to grant this license and (b) as of the Effective Date, based upon the knowledge of the Director and Senior Licensing Officer of the Office of Technology Alliances of the University of California at Irvine after reasonable review and diligence, its entry into this Agreement does not violate any agreements or obligations The Regents may have to any other person or entity.

16.2        This license and the associated Inventions are provided WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. THE REGENTS MAKES NO REPRESENTATION OR WARRANTY THAT LICENSED PRODUCT, LICENSED SERVICE OR LICENSED METHOD WILL NOT INFRINGE ANY PATENT OR OTHER PROPRIETARY RIGHT.
 
16.3         IN NO EVENT MAY THE REGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM EXERCISE OF THIS LICENSE OR THE USE OF THE INVENTION, LICENSED PRODUCT, LICENSED SERVICE OR LICENSED METHOD.
 
16.4     This Agreement does not:
 
16.4.1 express or imply a warranty or representation as to the validity or scope of any of Regents' Patent Rights;
16.4.2 express or imply a warranty or representation that anything made, used, sold, offered for sale or imported or otherwise disposed of under any license granted in this Agreement is or will be free from infringement of patents of third parties;
16.4.3 obligate The Regents to bring or prosecute actions or suits against third parties for patent infringement except as provided in Article 19 (Patent Infringement);
16.4.4 confer by implication, estoppel or otherwise any license or rights under any patents of The Regents other than Regents' Patent Rights as defined in this Agreement, regardless of whether those patents are dominant or subordinate to Regents' Patent Rights; or
16.4.5 obligate The Regents to furnish any know-how not provided in Regents' Patent Rights.

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17. PATENT PROSECUTION AND MAINTENANCE

17.1        As long as Licensee has paid patent costs as provided for in this Article 17 (Patent Prosecution and Maintenance), The Regents shall diligently endeavor to prosecute and maintain the U.S. and foreign patents comprising Regents' Patent Rights using counsel of its choice, subject to the approval of the Licensee, which approval shall not be unreasonably withheld. The Regents shall propose at least three (3) choices of patent prosecution counsel to Licensee. If Licensee rejects three (3) of The Regents' choices of patent prosecution counsel, then The Regents may appoint a patent prosecution counsel without Licensee's consent. Unless otherwise agreed by the parties or requested by Licensee or The Regents, the parties agree to continue to utilize the services of Ms. Carol Francis in connection with prosecution and maintenance matters related to the Regents' Patent Rights. In the event Ms. Francis is no longer available or upon Licensee's or The Regents' request, the parties will use the method set forth in this Paragraph 17.1 to identify mutually acceptable alternative counsel.

17.2          The Regents shall provide Licensee with copies of any patent applications within the Regents' Patent Rights, and all relevant documentation related thereto (including a copy of all written communications from the USPTO) promptly, and in any event within thirty (30) days after receipt thereof so that Licensee may be informed of the continuing prosecution. The parties will continue to cooperate in prosecution and maintenance matters related to Regents' Patent Rights. Licensee agrees to keep documentation provided to Licensee under this Section 17.2 confidential. The Regents' counsel will take instructions only from The Regents and all patents and patent applications under this Agreement will be assigned solely to The Regents, to the extent of The Regents' ownership interest therein and as   provided by any agreements between The Regents and the inventors. Notwithstanding the foregoing, Licensee shall have the right to review and comment upon all applications and communications with the USPTO prior to submission. Licensee's comments shall be considered in good faith by The Regents and shall be incorporated unless determined by The Regents to be inconsistent with the public benefit. The Regents shall use reasonable efforts to amend any patent application to include claims reasonably requested by Licensee to protect the products and services contemplated to be sold under this Agreement.

17.3          The Regents will request that The Regents' patent prosecution counsel notify Licensee at least ninety (90) days in advance of the date upon which any application for extension of the term of any patent included within the Regents' Patent Rights must be filed, and inform Licensee of the basis upon which such application for extension may be warranted. If Licensee is not notified of the date upon which such application for extension of the patent term must by filed,   Licensee shall not be liable for any failure by Licensee to file an application for extension thereof. If Licensee concurs with The Regents with respect to the propriety of such application for extension, Licensee shall apply for an extension of the term of any patent included within Regents' Patent Rights, if appropriate, under the   Drug Price Competition and Patent Term Restoration Act of 1984 and/or European, Japanese and other foreign counterparts of this Law. Licensee shall prepare all documents and The Regents agrees to execute the documents and to take additional action as Licensee reasonably requests in connection therewith, at The Regents expense.

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17.4          If either party (in the case of The Regents, the Licensing Officer responsible for administration of this Agreement) receives written notice pertaining to infringement or potential infringement of any issued patent included within Regents' Patent Rights under the Drug Price Competition and Patent Term Restoration   Act of 1984 (and/or foreign counterparts of this Law), then that party shall notify the other party within ten (10) business days after receipt of notice of infringement.

17.5          Licensee shall bear the costs of preparing, filing, prosecuting and maintaining all patents included within the Regents' Patent Rights. Costs billed by The Regents' counsel will be rebilled to Licensee and are due within thirty (30) days after Licensee's receipt of an invoice therefor from The Regents. These costs include patent prosecution costs for the Regents' Patent Rights incurred by The Regents prior to the execution of this Agreement and any patent prosecution costs that may be incurred for patentability opinions, re-examination, re-issue, interferences, oppositions or inventorship determinations with respect to Regents' Patent Rights. In order to reduce these costs, The Regents will consider, in good faith, giving Licensee the opportunity to perform such activities, using Licensee's in-house patent counsel. Notwithstanding the foregoing, nothing herein shall (a) preclude The Regents from obtaining such services from patent prosecution counsel other than Licensee's in-house patent counsel, or (b) require Licensee to undertake such activities on behalf of The Regents. Patent prosecution costs incurred prior to the Effective Date of this Agreement in the amount of $5,168.57 will be due within thirty (30) days after Licensee's receipt of an invoice therefor from The Regents.

17.6         Licensee may request The Regents to obtain patent protection in foreign countries if available and if it so desires. The Regents will request that the Regents' patent prosecution counsel notify Licensee in writing at least ninety (90) days prior to the deadline for any payment, filing or action to be taken in connection therewith, and Licensee shall notify The Regents whether it wishes to obtain or maintain foreign patents not less than sixty (60) days prior to the deadline for any payment, filing or action to be taken in connection therewith. This notice concerning foreign filing must be in writing, must identify the countries desired and must reaffirm Licensee's obligation to underwrite the costs thereof. The absence of such a notice from Licensee to The Regents will be considered an election not to obtain or maintain foreign rights.

17.7         Licensee's obligation to underwrite and to pay patent prosecution costs will continue for so long as this Agreement remains in effect, but Licensee may terminate its obligations with respect to any given patent application or patent within the Regents' Patent Rights upon three (3) months' written notice to The Regents. The Regents will use its reasonable efforts to curtail patent costs when a notice of termination is received from Licensee. The Regents may prosecute and maintain such application(s) or patent(s) at its sole discretion and expense, but Licensee will have no further right or licenses thereunder. Non-payment of patent costs may be deemed by The Regents as an election by Licensee not to maintain application(s) or patent(s), unless cured by Licensee within sixty (60) days after receipt by Licensee of notice of failure to pay from The Regents. 17.8 The Regents may file, prosecute or maintain patent applications at its own expense in any country in which Licensee has not elected to file, prosecute or maintain patent applications in accordance with this Article 17 (Patent Prosecution and Maintenance) and those applications and resultant patents will not be subject to this Agreement. Notwithstanding the foregoing, The Regents will not license such patent applications or resultant patents to any third party without first offering Licensee the opportunity to include such patents within the Regents' Patent Rights under this Agreement and subject to the terms and conditions of this Agreement, in consideration of Licensee's payment of any patent costs incurred by The Regents to file, prosecute or maintain such patent application or resultant patents.

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18. PATENT MARKING
 
Licensee shall mark all Licensed Product made, used or sold under the terms of this Agreement, or their containers, in accordance with the applicable patent marking laws.

19. PATENT INFRINGEMENT

19.1        If Licensee learns of the infringement of any patent within Regents' Patent Rights, then Licensee shall call The Regents' attention thereto in writing and provide The Regents with reasonable evidence of infringement. Neither party will notify a third party of the infringement of any of Regents' Patent Rights without first obtaining consent of the other party, which consent will not be unreasonably denied. Both parties shall use their reasonable efforts in cooperation with each other to terminate infringement without litigation.

19.2          Licensee may request that The Regents take legal action against the infringement of Regents' Patent Rights, Such request must be in writing and must include reasonable evidence of infringement and damages to Licensee. If the infringing activity has not abated within ninety (90) days following the date of request, then The Regents has the right to:

(a) commence suit on its own account; or
(b) refuse to participate in the suit, and

The Regents shall give notice of its election in writing to Licensee by the end of the one- hundredth (100 th ) day after receiving notice of written request from Licensee. Licensee may thereafter bring suit for patent infringement, at its own expense, if and only if The Regents elects not to commence suit and if the infringement occurred during the period and in a jurisdiction where Licensee had exclusive rights under this Agreement. If, however, Licensee elects to bring suit in accordance with this Paragraph 19.2, then The Regents may thereafter join that suit at its own expense. Licensee agrees not to bring suit for patent infringement without following the procedures of this Paragraph, and both parties agree to be bound by an order of a court issued as a result of a suit brought under this Paragraph as to any findings concerning patent infringement, patent infringement issues and patent infringement defenses raised through a suit under this Paragraph.

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19.3          Legal action, as is decided on, will be at the expense of the party bringing suit and all damages recovered thereby will belong to the party bringing suit, but legal action brought jointly by The Regents and Licensee will be at the joint expense of the parties and all recoveries will be shared jointly by them in proportion to the share of expense paid by each party.

19.4          Each party shall cooperate with the other in litigation proceedings instituted hereunder but at the expense of the party bringing suit. Litigation will be controlled by the party bringing the suit, except that The Regents may be represented by counsel of its choice in any suit brought by Licensee.

20. INDEMNIFICATION

 20.1         Licensee shall indemnify, hold harmless and defend The Regents, its officers, employees and agents, the UC Biotechnology Strategic Targets for Alliances in Research Project (BioSTAR) and the inventors of the patents and patent applications under Regents' Patent Rights and their employers (collectively, "Indemnified Parties") against any and all claims, suits, losses, liabilities, damages, costs, fees and expenses resulting from or arising out of exercise of this license. This indemnification includes, but is not limited to, any product liability.

20.2        Licensee, at its sole cost and expense, shall insure its activities in connection with the work under this Agreement and obtain, keep in force and maintain insurance as follows or an equivalent program of self-insurance.
 
 20.3    Comprehensive or commercial form general liability insurance (contractual liability included) with limits as follows:
 
- Each Occurrence $1,000,000
- Products/Completed Operations Aggregate $1,000,000 (increasing to $5,000,000 to be effective at the time of initiation of a human clinical trial sponsored by Licensee or its Sublicensees for the Licensed Technology)
- Personal and Advertising Injury $1,000,000 General
- Aggregate (commercial form only) $1,000,000

The coverage and limits referred to under the above do not in any way limit the liability of Licensee. Not more than once annually, Licensee shall furnish The Regents with certificates of insurance showing compliance with all of the foregoing requirements. Certificates must:

- Indicate that The Regents has been endorsed as an additional Insured under the coverage referred to under the above.
- Include a provision that the coverage will be primary and will not participate with nor will be excess over any valid and collectable insurance or program of self-insurance carried or maintained by The Regents.

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 20.4         The Regents shall promptly notify Licensee in writing of any claim or suit brought against The Regents in respect of which The Regents intends to invoke the provisions of this Article 20 (Indemnification). Licensee shall have the right to defend against, settle or compromise such claim or suit, and The Regents shall cooperate, and shall use reasonable efforts to cause any Indemnified Party to cooperate fully with Licensee, at Licensee's sole cost and expense, in any defense, settlement or compromise of such claim or suit. The Regents shall not enter into, and shall use reasonable efforts to prevent any Indemnified Party from entering into, any settlement agreement or other voluntary resolution of any such claim or suit without obtaining the Licensee's prior written consent, which consent will not be unreasonably withheld. The Regents does not guarantee its ability to control University of California faculty members, and will not be responsible if such a faculty member fails so to cooperate or enters into such an agreement in spite of The Regents reasonable efforts. Licensee shall keep The Regents informed on a current basis of its defense of any claims under this Article 20 (Indemnification). Licensee shall not admit liability or wrongdoing on the part of an Indemnified Party without the written consent of The Regents, which consent shall not be unreasonably withheld.

21. NOTICES

21.1           Any notice or payment required to be given to either party under this Agreement shall be in writing and shall be deemed to have been properly given and to be effective as of the date specified below if delivered to the respective address given below or to another address as designated by written notice given to the other party:

(a) on the date of delivery if delivered in person;
(b) on the date of mailing if mailed by first-class certified mail, postage paid; or
(c) on the date of mailing if mailed by any global express carrier service that requires recipient to sign the documents demonstrating the delivery of such notice or payment.
 
In the case of Licensee:
Geron Corporation 230 Constitution Drive
 
Menlo Park, California 94025
 
Attention: Director, Corporate Development
 
Telephone: (650) 473-7700
  Facsimile: (650)566-7181
 
In the case of The Regents:
Office of Technology Transfer
 
1111 Franklin Street, 5th Floor
 
Oakland, CA 94607-5200
 
Attention: Executive Director
  Research Administration and Technology Transfer
 
RE: UC Case No. 2002-338-1

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22. ASSIGNABILITY

This Agreement may be assigned by The Regents, but shall not be assigned by Licensee without the prior written consent of The Regents, which consent will not be unreasonably withheld, except as part of a sale or transfer, by way of merger, acquisition or otherwise, of all or substantially all of the business assets of Licensee (or all of the business assets of Licensee related to the Licensed Technology). Except as permitted hereby, any attempted assignment by Licensee without the written consent of The Regents will be null and void.

23. NO WAIVER

No waiver by either party of any default of this Agreement may be deemed a waiver of any subsequent or similar default. A suspension of duty under this Agreement due to force majeure shall not be for a period longer than one (1) year.

24. FAILURE TO PERFORM
 
If either party finds it necessary to undertake legal action against the other on account of failure of performance due under this Agreement, then the prevailing party is entitled to reasonable attorney's fees in addition to costs and necessary disbursements.

25. NON-BINDING DISPUTE RESOLUTION

Should any dispute arise under or related to this Agreement between The Regents and Licensee (other than a dispute involving a claim for injunctive or equitable relief), The Regents and Licensee, through appropriately senior persons, shall first meet and attempt to resolve the dispute in face-to-face negotiations. This meeting shall occur within sixty (60) days after request by either party for such meeting, subsequent to the time the dispute arises. If no resolution is reached through such face-to-face negotiations, both parties shall be free to seek any other remedy available by law.

26. GOVERNING LAWS

THIS AGREEMENT WILL BE INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CONFLICT OF LAWS OR TO WHICH PARTY DRAFTED PARTICULAR PROVISIONS OF THIS AGREEMENT, but the scope and validity of any patent or patent application within Regents' Patent Rights will be governed by the applicable laws of the country of the patent or patent application. Venue for disputes between the parties regarding this Agreement will be within California.

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27. PREFERENCE FOR U.S. INDUSTRY

 Because this Agreement grants the exclusive right to use or sell the Licensed Technology and for as long as such exclusive rights are retained by Licensee, Licensee agrees to make commercially reasonable efforts to ensure that any Licensed Products to be sold in the U.S. will be manufactured substantially in the U.S. to the extent that manufacturing capacity and capability is available within the U.S. The parties hereby acknowledge and agree that the Licensed Technology, as defined hereunder, is not subject to the terms and conditions of the Bayh-Dole Act. To the extent, in any written amendment or modification of this Agreement which may be entered by the parties, additional technology is exclusively licensed to Licensee which is subject to the terms and conditions of the Bayh-Dole Act, Licensee agrees to ensure that any licensed products developed using such licensed technology will be manufactured substantially in the U.S., unless otherwise agreed in writing by the parties.

28. GOVERNMENT APPROVAL OR REGISTRATION

Licensee shall notify The Regents if it becomes aware that this Agreement is subject to any U.S. or foreign government reporting or approval requirement. Licensee shall make all necessary filings and pay all costs including fees, penalties and all other out-of- pocket costs associated with such reporting or approval process.

29. EXPORT CONTROL LAWS

Licensee shall observe all applicable U.S. and foreign laws with respect to the transfer of Licensed Product and related technical data to foreign countries, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations.

30. SECRECY

30.1           With regard to confidential information ("Confidential Information"), which can be oral or written or both, received by Licensee from The Regents regarding the Licensed Technology, or received by The Regents regarding the performance by Licensee of its obligations or exercise of its rights under this Agreement (including without limitation, the Reports submitted by License under Paragraph 9 hereof, Licensee and The Regents agree, respectively:

30.1.1 not to use the Confidential Information except for the sole purpose of performing its obligations or exercising its rights under the terms of this Agreement;
30.1.2 to safeguard Confidential Information against disclosure to or by others with the same degree of care as it exercises with its own data of a similar nature;
30.1.3 not to disclose Confidential Information to others except as necessary to perform its obligations or exercise its rights under this Agreement and then only to its employees, agents, consultants, or third parties who are bound by a like obligation of confidentiality without the express written permission of The Regents or Licensee, which permission shall not be unreasonably withheld.

  30.2 Notwithstanding the foregoing Paragraph 30.1:

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30.2.1 Licensee's and The Regents' rights to use and disclose data, information, research results and research records arising or developed under the Sponsored Research Agreement and any extensions or renewals thereof shall continue to be governed by the terms and conditions of Article 7 of the Sponsored Research Agreement; and
 
30.2.2 Neither Licensee nor The Regents shall be prevented from using or disclosing any of the information that:

30.2.2.1 Licensee or The Regents can demonstrate by written records was known to it prior to disclosure hereunder by the other party;
30.2.2.2 is now or becomes in the future, public knowledge other than through wrongful acts or omissions of Licensee or The Regents; or
30.2.2.3 is lawfully obtained by Licensee or The Regents from sources independent of The Regents or Licensee, respectively;
30.2.2.4 is required to be disclosed to a governmental entity or agency in connection with seeking any governmental or regulatory approval, or pursuant to the lawful requirement or request of a governmental entity or agency (subject to the terms set forth in Section 15.2 with respect thereto); and/or
30.2.2.5 is developed independently by Licensee or The Regents without use of any Confidential Information received from the other party hereunder.

30.3         The secrecy obligations of Licensee and The Regents with respect to Confidential Information will continue for a period ending five (5) years from receipt of such Confidential Information under this Agreement.

30.2          Upon any expiration or termination of this Agreement, Licensee and The Regents must destroy or return to the other party any Confidential Information in its possession within thirty (30) days following the effective date of such termination or expiration. However, each party may retain one copy of Confidential Information solely for archival purposes, provided that such Confidential Information is subject to the confidentiality provisions set forth in this Article 30 (Secrecy). Within sixty (60) days following any expiration or termination of this Agreement, each party must provide the other party with a written notice that Confidential Information has been returned or destroyed.

31. MISCELLANEOUS

31.1          The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

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31.2      This Agreement is not binding on the parties until it has been signed below on behalf of each party. It is then effective as of the Effective Date.
 
31.3       No amendment or modification of this Agreement is valid or binding on the parties unless made in writing and signed on behalf of each party.
31.4           This Agreement embodies the entire understanding of the parties and supersedes all previous communications, representations or understandings, either oral or written, between the parties relating to the subject matter hereof.

31.5           In case any of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect, that invalidity, illegality or unenforceability will not affect any other provisions of this Agreement and this Agreement will be construed as if the invalid, illegal or unenforceable provisions had never been contained in it.
 
31.6           None of the provisions of this Agreement is intended to create any form of joint venture between the parties, rights in third parties or rights that are enforceable by any third party. Nothing in this Agreement, express or implied, is intended to confer, nor shall anything herein confer on, any person other than the parties and the respective successors or permitted assigns of the parties, any rights or remedies.

IN WITNESS WHEREOF, both The Regents and Licensee have executed this Agreement, in duplicate originals, by their respective and duly authorized officers on the day and year written.
 
GERON CORPORATION
 
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
 
 
 
 
 
 
By :  
/s/   Melissa   A.   Kelly
 
By :
/s/   David   G.   Schetter
 
(Signature)
 
(Signature)
 
 
 
 
 
 
 
Name:
Melissa A. Kelly     
 
Name:
David G. Schetter
 
 
 
 
 
 
 
Title:
Vice President, Corporate
 
Title:
Assistant Vice Chancellor
 
 
Development, and General Manager,
 
 
Research & Technology Alliances
 
 
R&D Technologies
 
 
 
 
 
 
 
 
 
 
Date:
February   4,   2003
 
Date:
2-20-03
 

Approved   as   to   legal   form:    
P.   Martin   Simpson   Jr.
 
 
 
 
P. Martin Simpson Jr.
 
Date: 2-19-2003
 
 
University Counsel
 
 
 
 
Office of General Counsel
 
 
 
24
FIRST AMENDMENT TO LICENSE AGREEMENT BETWEEN
GERON CORPORATION AND
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA

This First Amendment ("First Amendment") to License Agreement Control No. 2003-04- 0484 ("Agreement") between Geron Corporation ("GERON") and The Regents of the University of California ("THE REGENTS"), is effective as of this 7th   day of September , 2004.

WHEREAS, GERON and THE REGENTS entered into the Agreement effective as of February 20, 2003, covering certain inventions developed by THE REGENTS as identified therein;

WHEREAS, GERON and THE REGENTS now desire to revise, add and clarify certain terms and provisions of the Agreement as set forth herein; NOW THEREFORE, GERON and THE REGENTS amend the Agreement as follows:
 
(I) DELETE: Section 1.14

(II) REPLACE: the above deleted section with the following Section 1.14:

1.14 "Regents' Patent Rights" means The Regents' interest in the following subject matter:

Regents' Patent Rights shall further include The Regents' interest in any continuing applications of the foregoing including divisions and substitutions and continuation-in- part applications (only to the extent, however, that claims in the continuation-in-part applications are supported in the specification and entitled to  the priority filing date of the parent patent applications); any patents on said applications including reissues, reexaminations and extensions; and any corresponding foreign applications or patents. Notwithstanding anything to the contrary herein, Regents' Patent Rights as defined herein shall also include any patentable invention that (a) is dominated by one or more of the patent claims disclosed in UC Case Nos. as set forth in this Section 1.14 and (b) that is conceived and reduced to practice during the course of performing the research work under the Sponsored Research Agreement dated
 
UC Case Number    
U.S. Application Number or U.S. Patent Number  
Filing or Issue Date
2002-338-1   
60/395,382
July 11, 2002
2002-338-2  
10/406,817
April 4, 2003
2002-338-2     
PCT/IB03/03539
July 11, 2003
2003-338-3
10/661,105   
September 12, 2003
 
2 nd   Amendment   to   LA   -   Geron   Corporation  
 
U.C.   AGREEMENT   CONTROL   NUMBER   2003- 04- 0484C  
 
Page 1 of 2

(III) All other terms of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment.
 
GERON CORPORATION
 
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
 
 
 
 
 
 
By :  
/s /   Bill   Stempel
 
By :
/s/   David   G.   Schetter
 
 
(Signature)
(Signature)
 
 
 
 
 
 
Name:
Bill   Stempel
 
Name:
David G. Schetter
 
  (Please Print) (Please Print)
 
 
 
 
 
 
Title:
General   Counsel
 
Title:
Assistant Vice Chancellor
 
 
(Please Print)
 
 
(Please Print)
 
 
 
 
 
 
 
Date:
9/7/04       
 
Date:
9/22/04
 

2 nd   Amendment   to   LA   -   Geron   Corporation  
 
 
Page 1 of 2
 
 
Exhibit 10.5
 
NON-EXCLUSIVE LICENSE AGREEMENT

This Agreement is made effective as of the date of the last to sign party on page 15 (“Effective Date”), by and between the Wisconsin Alumni Research Foundation (“WARF”), a nonprofit Wisconsin corporation, and Asterias Biotherapeutics Incorporated (“Asterias”), a corporation organized and existing under the laws of Delaware, and its Affiliates who agree to sign on and be bound by the terms and obligations of this Agreement (collectively, “Licensee”). To the extent any Affiliate exercises any rights granted to Licensee hereunder, Asterias is liable to WARF for the duties and obligations of any such Affiliate, and any act or omission of an Affiliate that constitutes a breach of this Agreement shall be deemed to be a breach by Asterias.

WHEREAS, WARF owns or holds certain intellectual property rights to the inventions described in the Licensed Patents defined below; and

WHEREAS, Asterias (previously known as BioTime Acquisition Corporation) and its Affiliate BioTime, Inc. (“BioTime”) entered into an Asset Contribution Agreement dated January 4, 2013 with Geron Corporation (“Geron”), pursuant to which certain patents, know-how, documents, materials, and other assets relating to Geron’s embryonic stem cell programs will be contributed to Asterias (the “ACA”); and

WHEREAS, WARF previously granted to BioTime, a non-exclusive license under certain Licensed Patents, Licensed Materials, and Wisconsin Materials in certain fields covering certain products as provided therein, i.e., Agreement No. 08-0155, and amendments, (the “BioTime Research License”); and

WHEREAS , WARF and BioTime wish to maintain the BioTime Research License, and Licensee desires to obtain a license under the Licensed Patents, Licensed Materials and Wisconsin Materials for Internal Research (defined below) and to make, use and sell Products in the Licensed Field (all defined below) and WARF is willing to grant to Licensee such a license under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties covenant and agree as follows:

Section 1.                        Definitions .

For the purposes of this Agreement, the Appendix A definitions shall apply.

Section 2.                        Grant .

A.                   License .

(i)              Subject to the terms of Section 2B, WARF hereby grants Licensee a world-wide, nonexclusive license (a) under the Licensed Patents to make, use and receive Licensed Materials, and (b) under WARF’s rights in the Wisconsin Materials to make, use and receive Wisconsin Materials; in each case, solely for use in Internal Research.

(ii)              Subject to the terms of Section 2B, WARF hereby grants Licensee a world-wide, nonexclusive license (a) under the Licensed Patents to make, use and receive Licensed Materials, and (b) under WARF’s rights in the Wisconsin Materials to make, use and receive Wisconsin Materials; in each case to develop, make, have made, use, distribute, sell, import, and offer for sale Products in the Licensed Field and Licensed Territory; for clarity, Licensee may not distribute, sell or offer for sale any Wisconsin Materials, but may distribute, sell or offer for sale Products that are Derivative Materials.
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B.                    Restrictions and Limitations .

The licenses granted under this Agreement do not provide any right or license to: (i) grant any sublicenses under this Agreement to any third parties other than as expressly provided for below; or (ii) use the Licensed Patents, Wisconsin Materials or any Derivative Materials in the manufacture or distribution of Products for any commercial purpose or in human clinical trials in fields outside the Licensed Field.

C.                    Sublicensing .

(i)                   Licensee may grant written sublicenses to third parties under the nonexclusive licenses granted herein in the Licensed Field, but only:

(a)              To Contract Services Providers to enable the Contract Service Provider to perform specific services solely for Licensee’s benefit in support of Licensee’s development or commercialization of Products, under a written contract with Licensee, at Licensee’s expense, and pursuant to protocols or specifications developed by Licensee.  Such a sublicense may include a license to make or use Licensed Materials, Wisconsin Materials or Derivative Materials, or Products, solely for the purpose of providing the services to Licensee, or to sell Products as Licensee’s agent, but not to sell or transfer any of them for any other purpose, or to or for any other entity, and shall state the Licensed Materials, Wisconsin Materials and Derivative Materials must be destroyed within thirty (30) days of the completion or termination of the services.  Licensee will not receive from any Contract Services Provider any payments or any non-cash consideration in exchange for the grant of a sublicense hereunder and any Products sold by Contract Services Providers as Licensee’s agent will be treated as Products sold by Licensee under this Agreement.

(b)              To Collaborators to enable the Collaborator to engage in a project of collaborative research with Licensee on (i) the Licensed Materials or Wisconsin Materials, and cells derived from such Licensed Materials or Wisconsin Materials, and/or (ii) the development of Products, provided that the project is described and directed by a Collaborative Research Agreement including a specific workplan collaboratively established by Collaborator and Licensee and that Licensee has the first right to any data and IP arising from such Collaboration.  Such a sublicense may include a license to make or use the Licensed Materials, Wisconsin Materials or Derivative Materials, or Products, solely for the purpose of carrying out its obligations under the collaborative research project, but not to sell or transfer any of them for any purpose and shall state the Licensed Materials, Wisconsin Materials and Derivative Materials, and any Products, must be destroyed within thirty (30) days of the completion or termination of the project.  Licensee will not receive from any Collaborator any payments or any non-cash consideration in exchange for the grant of a sublicense hereunder.
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(c)              To Development Partners to enable the Development Partner to develop or commercialize Products initially substantially developed by Licensee, provided WARF does not disapprove as provided below.  In the event that such sublicense includes a grant of a limited commercial sublicense to a Development Partner: (i) a copy of such sublicense shall be provided to WARF for review at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] business days prior to execution, (ii) such sublicense shall specifically identify the Products covered by such commercial sublicense and shall only include rights under Licensed Patents and Wisconsin Materials as reasonably necessary in the development of those Products, (iii) Licensee, an Affiliate or Geron Corporation (“Geron”) must have previously invested at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] in the development of each Product to which the sublicense applies, and (iv) Licensee shall remain directly responsible for paying to WARF the consideration described in Sections 4B, 4C and 4F that are incurred (and/or received) as a result of such sublicense and/or Development Partner’s subsequent development and commercialization of such Products under such sublicense.  Such a sublicense may include a license to make, use and receive the Licensed Materials, Wisconsin Materials or Derivative Materials, and to develop, make, have made, use, distribute, sell, import and offer for sale Products, in each case solely to the extent permitted by this Section 2C(i)(c), and shall state the Licensed Materials, Wisconsin Materials, and Derivative Materials, and any Products, must be destroyed within thirty (30) days of the expiration or termination of the sublicense agreement.  WARF shall have the right to disapprove of a commercial sublicense with a Development Partner only if it reasonably believes that Licensee, Affiliates, or Geron have not previously invested at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] in the development of the Product that is the subject of such sublicense, or that the rights extended under such sublicense are not reasonably necessary for the development or commercialization of the licensed Product.  If WARF does not inform Licensee in writing of its disapproval and the reasons for it within fifteen (15) business days after Licensee informs WARF of the proposed terms, WARF shall be deemed to have approved them.  For sake of clarity, no right or license may be extended to a Development Partner to research, develop and/or commercialize any Product that was not initially substantially developed by Licensee, an Affiliate or Geron.  Licensee will not receive from any Development Partner any payments or any non-cash consideration in exchange for the grant of a sublicense hereunder that is not fully accounted for under this Section 2C and Section 4C below.

(d)        To Corning Incorporated to enable Corning to sell surfaces, glassware and plasticware for the growth of pluripotent stem cells (“Corning Surfaces”) developed and tested by Corning under the Collaboration and License Agreement between Corning and Geron, effective as of June 15, 2006, amended and restated as of August 24, 2012, which will be assigned to Licensee as of closure of the Asset Contribution Agreement between Licensee and Geron (the “Corning Collaboration and License Agreement”).  Such sublicense: (i) shall be solely for the performance of Corning’s activities under the Corning Collaboration and License Agreement, and (ii) shall not include any right to transfer a sublicense under the Licensed Patents to Corning customers with the purchase of Corning Surfaces.  In consideration of the rights granted herein, Licensee agrees to pay to WARF [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of all consideration (actual and in kind) received by Licensee from Corning that is the result of or covers any invention made as a part of the Development Partnership Agreement (including without limitation up-front license fees, annual license maintenance fees, milestone payments, royalty payments, equity ,and share of profits, but excluding any payments received to fund research under the development partnership).  Such percentage shall be reduced to [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] if the consideration received from Corning and to be paid to WARF was also paid by Corning in exchange for a sublicense to other intellectual property owned or controlled by Licensee required for the purposes of the development partnership.  In both cases, such payment shall continue until such time as none of the sublicensed Licensed Patents remains enforceable, unless this Agreement is terminated earlier as provided herein.
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(ii)                 Any agreement granting a sublicense under this Section 2C shall contain terms and conditions no less restrictive than those set forth in this Agreement, and state that the sublicense is subject to the termination of this Agreement; that further sublicensing is prohibited; that the sublicensee is not authorized to transfer any Licensed Materials, Derivative Materials or Wisconsin Materials, or Products, or use them for any purpose outside that permitted by the sublicense; and that the sublicensee will not use Licensed Materials, Derivative Materials or Wisconsin Materials to perform any of the following experiments: (a) intermixing of Licensed Materials, Derivative Materials or Wisconsin Materials with an intact embryo, either human or nonhuman; (b) implanting Licensed Materials, Derivative Materials or Wisconsin Materials, or products of Licensed Materials, Derivative Materials or Wisconsin Materials, in a uterus; or (c) attempting to make whole embryos by any method.   Licensee shall require that its sublicensee(s) comply with all requirements, restrictions, limitations and obligations, and acknowledge all limitations of warranties provided in this Agreement, including without limitation those in Sections 2C, 5-7, and 12-15, of this Agreement (to the extent applicable to the work under the sublicense) and Licensee shall have responsibility for the performance of any sublicensee under such sublicense.  Licensee shall provide to WARF, in confidence, a summary of any sublicense agreement under this Section 2C within thirty (30) days after execution of such sublicense agreement subject to the obligation, however, in the case of commercial sublicenses to Development Partners to have earlier provided the proposed terms as required above in Section 2C(i)(c).

D.                  License to WARF .

Licensee hereby grants, and shall require its sublicensee(s) to grant, to WARF a world-wide, nonexclusive, royalty-free, irrevocable, paid-up license, with the right to grant sublicenses, to the University of Wisconsin, the WiCell Research Institute and the Morgridge Institute for Research, to make, have made, use and otherwise practice Developments for Non-Commercial Research Purposes.

Section 3.                        Reporting .

A.                   Within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the Effective Date of this Agreement, Licensee shall submit to WARF a Development Plan describing its intended development efforts relating to Products.  If WARF does not inform Licensee of its disapproval of such Development Plan within thirty (30) days, the Development Plan shall be deemed accepted and shall be incorporated hereto as Appendix E. The Development Plan shall include a timeline indicating Licensee’s internal operating estimate of when Licensee will [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]. Licensee shall diligently develop, manufacture, market and sell Products in the Licensed Field throughout the term of this Agreement.  Such activities shall include, without limitation, those activities listed in the “Development Plan”.  Licensee agrees that it shall take all commercially reasonable steps to meet the development program as set forth therein.
 
B.                   Beginning in June 2014 and until the Date of First Commercial Sale, Licensee shall provide WARF with a semi-annual written Development Report summarizing Licensee’s (and those of its sublicensee(s)’) development activities since the last Development Report and any necessary adjustments to the Development Plan.  Licensee agrees to provide each Development Report to WARF on or before [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] from the end of each semi-annual period ending June 30 and December 31 for which a report is due, and shall set forth in each Development Report sufficient detail to enable WARF to ascertain Licensee’s progress toward the requirements of the Development Plan. WARF reserves the right to audit Licensee’s and its sublicensee(s)’s records relating to the development activities required hereunder.  Such record keeping and audit procedures shall be subject to the procedures and restrictions set forth in Section 6 for auditing the financial records of Licensee.
Page 4 of 23
C.                    Licensee acknowledges that any failure by Licensee to make commercially reasonable efforts to develop, manufacture, market and sell Products, or to make timely submission to WARF of any Development Report, or the providing of any false information to WARF regarding Licensee’s development activities hereunder, shall be a material breach of the terms of this Agreement, subject to the right to cure under Section 7.

Section 4.                        Consideration .
 
A.                    License Fee .

Licensee shall pay to WARF a license fee of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] due and payable within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the Effective Date.

B.                   Royalty .

(i)                   In addition to the Section 4A license fee, Licensee (and its sublicensees) shall pay to WARF, as “earned royalties,” a royalty calculated as a percentage of the Net Sales of Products in accordance with the terms of this Agreement.  The royalty is deemed earned as [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission].  The royalty rate shall remain fixed while this Agreement is in effect according to the following schedule:
 
(ii)                  For Therapeutic Products the royalty is set at a rate of:
 
[*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]
 
(iii)                For Related Therapeutic Products the royalty is set at a rate of:

(iv)               For Research Products, the royalty is set at a rate of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of Net Sales.

(v)                For Diagnostic Products, the royalty is set at a rate of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of Net Sales.

(vi)                If Licensee is required to make payments to a third party (who is not an Affiliate or Development Partner) for a license or similar right to such third party’s patents, in the absence of which right or license Licensee could not legally make, use or sell Products, then the royalty payable under this Section 4B shall be reduced by [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] for each additional [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of royalties payable to such third parties on that Product; provided, however , that the adjusted royalty rate to WARF will be no less than [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the applicable royalty rate payable to WARF under this Agreement for such Products.
Page 5 of 23
(vii)              In the event that the sale, lease, or other transfer by Licensee of Products under this Agreement also requires payment to WARF of royalties under any other agreement between WARF and Licensee, the cumulative earned royalties owed to WARF for that Product under all such agreements shall not exceed the single highest royalty as set forth in those agreements.  Licensee shall pay to WARF royalties under all such agreements individually and on a pro rata basis.  (For example, if Licensee owes to WARF a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] earned royalty under this Agreement and a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] earned royalty under a separate agreement, the cumulative royalties owed to WARF shall be [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission], but shall be paid proportionately under each agreement in payments of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] under this Agreement and [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] on the other.)

(viii)              Given the particular Licensed Patents of this Agreement, rather than requiring Licensee to pay earned royalties under a Licensed Patent that is a pending patent application which has not issued as of the Effective Date (“Licensed Patent Application”), WARF is willing to permit Licensee to defer such amounts as follows [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission].

C.                   [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]

D.                   Minimum Royalty .

Starting in calendar year 2014, Licensee shall pay to WARF a minimum royalty of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] per calendar year or part thereof during which this Agreement is in effect against which any earned royalty paid for the same calendar year will be credited.  The minimum royalty for a given year shall be due at the time payments are due for the calendar quarter ending on December 31.  It is understood that the minimum royalties will apply on a calendar year basis, and that sales of Products requiring the payment of earned royalties made during a prior or subsequent calendar year shall have no effect on the annual minimum royalty due WARF for any other given calendar year.

E.                    Patent Fees and Costs .

Licensee shall pay to WARF [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] toward reimbursement of the costs associated with preparing, filing and maintaining the Licensed Patents, which shall be due on the same date as the License Fee of Section 4A is due.

F.                    Milestones.

Licensee shall pay to WARF the amounts detailed below within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days of the first achievement of the corresponding milestones for each Product developed by Licensee (or by a sublicensee):
Page 6 of 23
(i)                  [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] upon first dosing of a human patient with a Product.

(ii)                 [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] upon first dosing of a human patient with a Product in a pivotal clinical trial designed to provide statistically significant safety and efficacy data to support the filing of a biologics license application or for registration of a Product with the FDA, EMA or similar regulatory bodies in a nation listed as one of the top [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] world pharmaceutical markets by IMS Health or a similar broadly recognized authority in pharmaceutical market analysis.

(iii)                [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] upon receipt of marketing authorization for a Product from the FDA, EMA or similar regulatory bodies in a nation listed as one of the top [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] world pharmaceutical markets by IMS Health or a similar broadly recognized authority in pharmaceutical market analysis.

Notwithstanding the foregoing, in the event the indication that is the subject of the clinical trial set forth in Section 4F(ii) or the marketing authorization set forth in 4F(iii) has been designated by the applicable regulatory authority as an orphan indication, the corresponding milestone payment set forth in Section 4F(ii) or Section 4F(iii) shall be reduced by [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]; provided however that a second payment of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the applicable milestone payment shall be due upon the first achievement of the corresponding milestone for that Product in a non-orphan indication.

G.                   Accounting; Payments .

(i)                  Amounts owing to WARF under Section 4B and 4C or 2C(d) of this Agreement shall be paid on a quarterly basis, with such amounts due and received by WARF on or before the forty-fifth (45 th ) day following the end of the calendar quarter ending on March 31, June 30, September 30 or December 31 in which such amounts were earned.  [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission].

(ii)                Except as otherwise directed, all amounts owing to WARF under this Agreement shall be paid in U.S. dollars.  All royalties owing with respect to the Net Sales and other fees are stated in currencies other than U.S. dollars shall be converted at the rate shown in the Federal Reserve Noon Valuation ‑ Value of Foreign Currencies on the day preceding the payment.  WARF is exempt from paying income taxes under U.S. law.  Therefore, all payments due under this Agreement shall be made without deduction for taxes, assessments, or other charges of any kind which may be imposed on WARF by any government outside of the United States or any political subdivision of such government with respect to any amounts payable to WARF pursuant to this Agreement.  All such taxes, assessments, or other charges shall be assumed by Licensee or its sublicensees.
Page 7 of 23
(iii)               A full accounting showing how any amounts owing to WARF under Section 4B have been calculated shall be submitted to WARF on the date of each such payment.  Such accounting shall be on a per‑country and Product line, model or tradename basis and shall be summarized on the form shown in Appendix C of this Agreement.  In the event no payment is owed to WARF, a statement setting forth that fact shall be supplied to WARF.

Section 5.                        Certain Warranties .

A.                  WARF warrants that it has the right to grant the licenses granted to Licensee in this Agreement.  Nothing in this Agreement shall, however, be construed as:  (i) a warranty or representation by WARF or Licensee as to the validity or scope of any of the Licensed Patents; (ii) a warranty or representation that anything made, used, sold or transferred under the license granted in this Agreement will or will not infringe patents of third parties; (iii) an obligation to furnish any assistance, or know-how not provided in the Licensed Patents or any materials or services other than those specified in this Agreement; or (iv) an obligation to file any patent application or secure or maintain any patent right.

B.                   EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, WARF MAKES NO OTHER REPRESENTATIONS, EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ASSUMES NO RESPONSIBILITIES WHATSOEVER WITH RESPECT TO THE MERCHANTIBILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR THE NON-INFRINGEMENT OR USE OF ANY PRODUCT, OR WITH RESPECT TO THE USE, SALE OR OTHER DISPOSITION BY LICENSEE, ITS SUBLICENSEE(S), OR THEIR VENDEES OR OTHER TRANSFEREES, OF PRODUCTS INCORPORATING OR MADE BY USE OF THE INVENTIONS LICENSED, UNDER THIS AGREEMENT.

C.                   TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WARF OR ITS TRUSTEES, DIRECTORS, OFFICERS AND EMPLOYEES (INCLUDING WITHOUT LIMITATION ANY INVENTORS OF THE LICENSED PATENTS) BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGES OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

D.                   Licensee represents and warrants that Products produced under the license granted herein shall be manufactured substantially in the United States as required by 35 U.S.C § 204 [for clarity, such requirement shall apply only to Products utilizing Licensed Patents or Wisconsin Materials whose development was funded at least in part by the Federal government] and applicable regulations of Chapter 37 of the Code of Federal Regulations.

Section 6.                        Recordkeeping .

A.                   Licensee and its sublicensee(s) shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s and its sublicensee(s)’s accounting referred to above, including without limitation inventory, purchase and invoice records relating to any Products sold under this Agreement.  In addition, Licensee shall keep books and records sufficient to verify the accuracy and completeness of Licensee’s Development Reports.  Such documentation may include, but is not limited to, invoices for studies, laboratory notebooks, internal job cost records, and filings made to the Internal Revenue Department to obtain tax credit, if available, for research and development.  All such books and records shall be preserved for a period not less than [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] years after they are created during and after the term of this Agreement.
Page 8 of 23
B.                    Licensee and its sublicensee(s) shall take all steps reasonably necessary so that WARF may, within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days of its request, review Licensee’s books and records to allow WARF to verify the accuracy of Licensee’s Development Reports, the development and royalty reports of its sublicensee(s), and the payments made to WARF.  Such review will be performed no more than annual and by an attorney or registered CPA and scientific expert designated by WARF at WARF’s expense upon reasonable notice and during regular business hours.

C.                   If a royalty payment deficiency is determined, Licensee and its sublicensee(s), as applicable, shall pay the royalty deficiency outstanding within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days of receiving written notice thereof, plus interest on outstanding amounts as described in Section 4G(i).  If a royalty payment deficiency for a calendar year exceeds the lesser of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the royalties paid for that year or [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission], then Licensee or its sublicensee(s) shall be responsible for paying WARF’s out‑of‑pocket expenses incurred with respect to such review.

Section 7.                        Term and Termination .

A.                   The term of this Agreement shall begin on the Effective Date and continue until (i) with respect to the Licensed Patents, the expiration of the last to expire Licensed Patent, unless otherwise earlier terminated as provided herein and (ii) with respect to the Wisconsin Materials (per the attached Wisconsin Materials Addendum), until this Agreement is terminated by either Party as provided herein.

B.                   Licensee may terminate this Agreement at any time by giving at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days written and unambiguous notice of such termination to WARF. WARF may terminate this Agreement if the payment of earned royalties under Section 4B, once begun, ceases for more than [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission].

C.                   WARF may terminate this Agreement prior to the Date of First Commercial Sale by giving Licensee at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]days written notice if Licensee and/or its Collaborators, Contract Service Providers and Development Partners fail to spend at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] per year to develop Products in [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] successive calendar years.

D.                   If Licensee at any time (i) defaults in the timely payment of any monies due to WARF; or the timely submission to WARF of any report, or (ii) commits any breach of any other covenant herein contained, and Licensee fails to remedy any such breach or default within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days after written notice thereof by WARF, or if Licensee commits any act of bankruptcy, becomes insolvent, is unable to pay its debts as they become due, files a petition under any bankruptcy or insolvency act, or has any such petition filed against it which is not dismissed within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]days, or if Licensee or a sublicensee offers any component of the Licensed Patents, Wisconsin Materials or Licensed Materials to its creditors, WARF may, at its option, terminate this Agreement by giving notice of termination to Licensee.
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E.                    Upon termination of this Agreement, the licenses granted herein shall immediately terminate.  In the event of termination under Section 7B or 7C, Licensee shall have [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days to cease all activities involving the use of Licensed Materials, Wisconsin Materials and Derivative Materials for any purpose, and shall destroy all Licensed Materials, Wisconsin Materials and Derivative Materials in its possession.  Licensee and its sublicensee(s) shall remain obligated to pay any outstanding amounts owed as of the date of termination and all such amounts shall be paid within forty-five (45) days of termination.

F.                    For clarity, the obligations of Sections 5B, 5C, 11, 13, 14, 16, and 18 shall survive any termination of this Agreement.

Section 8.                        Assignability; Change of Control; Affiliates .

Licensee shall not assign or transfer this Agreement, nor any of the rights granted herein, without the prior written consent of WARF (which shall not be unreasonably withheld), except pursuant to a sale of all or substantially all of the assets relating to Products.  Licensee shall notify WARF in writing at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days in advance of any such assignment and, with respect to a transfer of this Agreement to any non-Affiliate, pay to WARF a fee of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] to allow the transfer of the license granted herein to that non-Affiliate to whom control has been transferred, within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] days after the occurrence of such event.   For clarity, in no event shall a bona fide financing transaction, or series of bona fide financing transactions, of Licensee including one or more financial investors be deemed to be a sale of the assets of Licensee and no transfer fee under this Section 8 shall be due to WARF in such event.

In the event that an Affiliate who has previously agreed to sign on and be bound by the terms and obligations of this Agreement should subsequently cease to be an Affiliate of Asterias Biotherapeutics through dilution of Asterias’ ownership to <50% through a series of bona fide financing transactions, such Affiliate’s rights under this Agreement shall survive such Affiliate cessation date for a period of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission], during which WARF and such Affiliate shall negotiate a direct license agreement with terms substantially identical to those herein, except for: (i) division of the Annual Minimum Royalty due under Section 4D, which division shall be worked out between Asterias and such Affiliate and this Agreement will be amended to reflect such division, and (ii) any other changes as mutually agreed upon between such Affiliate and WARF.  For clarity, no transfer fee under this Section 8, sublicense fee under Section 4C (except for any amounts that may remain outstanding under this Agreement), upfront license fee, or additional patent fee shall be due to WARF for the establishment of such a direct license agreement with such Affiliate assuming such foregoing amounts have been satisfied under this Agreement and no additional intellectual property or proprietary rights have been added to such to-be-negotiated license agreement.
Page 10 of 23
Section 9.                       Contest of Validity .

 
A.                 Licensee and its sublicensee(s) must provide WARF at least [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] months prior written notice before filing any action that contests the validity of any Licensed Patent during the term of this Agreement.

B.                   If Licensee or its sublicensee(s) files any action contesting the validity of any Licensed Patent, the filing party shall pay [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission].  Moreover, should the outcome of such contest determine that any claim of a Licensed Patent challenged by the filing party is valid and would be infringed by a Product sold by the filing party if not for the license granted by this Agreement, such filing party shall thereafter, and for the remaining term of this Agreement [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission].

C.                   If Licensee or its sublicensee(s) contests the validity of any Licensed Patent during the term of this Agreement, Licensee shall pay (and shall require its sublicensee(s) to agree to pay) to WARF all royalties due under the Agreement during the period of challenge.  For the sake of clarity, Licensee or the sublicensee shall not pay such amounts into any escrow or other account, but directly to WARF.

Section 10.                    Enforcement .

WARF intends to protect the Licensed Patents against infringers, or otherwise act to eliminate infringement when, in WARF's sole judgment and discretion, such action may be reasonably necessary, proper and justified.  In the event that Licensee or its sublicensee believes there is infringement of any Licensed Patents, Licensee shall provide WARF with notification and reasonable evidence of such infringement.  If WARF takes action to remedy the infringement, Licensee or such sublicensee agrees to provide reasonable assistance to WARF as requested by WARF and at WARF’s expense.

Section 11.                     Indemnification and Insurance .

A.                   Licensee and its sublicensee(s) shall, at all times during the term of this Agreement and thereafter, indemnify, defend and hold WARF, WiCell, the Morgridge Institute for Research and the University of Wisconsin (the “University”), and their respective trustees, directors, officers, shareholders and employees (including without limitation any inventors of the Licensed Patents) (each, an “Indemnitee”) harmless against all liabilities, demands, damages, settlements, suits, claims, proceedings, costs and expenses, including legal expenses and reasonable attorneys fees, arising out of or relating to the death of or injury to any person or persons or any damage to property, due to the sale, marketing, use, or manufacture of Products, Licensed Materials, Wisconsin Materials, or any Derivative Materials or Developments by Licensee and all sublicensees hereunder.  WARF at all times reserves the right to select and retain counsel of its own to defend WARF’s interests in any such proceeding.

B.                    Licensee warrants that it now maintains and will continue to maintain liability insurance coverage reasonably appropriate to the risk involved in use, sale, marketing, and manufacture of Products, the Licensed Materials, Wisconsin Materials, and any Derivative Materials, or the performance of Services, under this Agreement, and that such insurance coverage is sufficient to cover WARF and the inventors of the Licensed Patents, the Wisconsin Materials and Licensed Materials as additional insureds.  Upon WARF’s request, Licensee will present evidence to WARF that such coverage is being maintained.
Page 11 of 23
Section 12.                    Use of Names .

Neither party shall use the other’s name, and Licensee and its sublicensee(s) shall not use the name of any inventor of the Licensed Patents, or the name of WARF, WiCell Research Institute, or the University, in any form of publicity without the prior written approval of the entity or person whose name is being used, except where a disclosure is required by any applicable law or the rules of any securities exchange.  Notwithstanding the foregoing, WARF shall have the right to disclose to existing and potential licensees the fact that WARF has entered into this Agreement with Licensee.

Section 13.                     Confidentiality .

A.                   Both parties agree to keep any information identified as confidential by the disclosing party, confidential using methods at least as stringent as each party uses to protect its own confidential information.  Confidential information shall include, without limitation, this Agreement and its terms, as well as any information provided to WARF under Section 3.  Except as may be authorized in advance in writing by WARF, Licensee shall only grant access to WARF’s Confidential Information to its sublicensee(s) and those employees of Licensee and its sublicensee(s) involved in research relating to the Licensed Patents.  Licensee shall require its sublicensee(s) and all such employees to be bound by terms of confidentiality no less restrictive than those set forth in this Section 13.  The confidentiality and use obligations set forth above apply to all or any part of information disclosed hereunder except to the extent that:

(i)                  the receiving party can show by written record that they possessed the information prior to its receipt from the disclosing party;

(ii)                  the information was already available to the public or became so through no fault of the receiving party;

(iii)                the information is subsequently disclosed to the receiving party by a third party that has the right to disclose it free of any obligations of confidentiality; or

(iv)                five (5) years have elapsed from the expiration or termination of this Agreement.

B.                  Nothing contained in this Section 13 shall be construed to limit or preclude WARF from negotiating or entering into any agreements with third parties under terms and conditions similar to that set forth in this Agreement.

Section 14.                     United States Government Interests .

It is understood that if the United States Government (through any of its agencies or otherwise) has funded research, during the course of or under which any of the inventions of the Licensed Patents were conceived or made, the United States Government is entitled, as a right, under the provisions of 35 U.S.C. § 200‑212 and applicable regulations of Chapter 37 of the Code of Federal Regulations, to a nonexclusive, nontransferable, irrevocable, paid‑up license to practice or have practiced the inventions of the Licensed Patents for governmental purposes.  Any license granted to Licensee or any of its sublicensees under this Agreement shall be subject to such right.
Page 12 of 23
Section 15.                     Patent Marking .

Licensee and its sublicensee(s) shall mark all service agreements, Products or product packaging with the appropriate patent number reference in compliance with the requirements of the laws of the United States of America, including specifically, 35 U.S.C. § 287.

Section 16.                     Miscellaneous .

A.                  This Agreement shall be governed by and construed in all respects in accordance with the laws of the State of Wisconsin, without reference to its conflicts of laws principles.

B.  The parties hereto are independent contractors and not joint venturers or partners.

C.  If Asterias or any of its Affiliates also has rights under the BioTime Research License, the terms and obligations of this Agreement shall control.

D.                  If the enforcement of any provisions of this Agreement are or shall come into conflict with the laws or regulations of any jurisdiction or any governmental entity having jurisdiction over the parties or this Agreement, those provisions shall be deemed automatically deleted, if such deletion is allowed by relevant law, and the remaining terms and conditions of this Agreement shall remain in full force and effect.  If such a deletion is not so allowed or if such a deletion leaves terms thereby made clearly illogical or inappropriate in effect, the parties agree to substitute new terms as similar in effect to the present terms of this Agreement as may be allowed under the applicable laws and regulations.

E.                  WARF and Licensee have each been represented by counsel who participated in the preparation of this Agreement.  This Agreement reflects a negotiated compromise between the parties.  Neither party shall be considered to be the drafter of this Agreement or any of its provisions for the purpose of any statute, case law or rule of interpretation or construction that would or might cause any provision to be construed against the drafter of this Agreement.  The Section headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

F.                   This Agreement is not intended to be for the benefit of and shall not be enforceable by any third party.  Nothing in this Agreement, express or implied, is intended to or shall confer on any third party any rights (including third-party beneficiary rights), remedies, obligations or liabilities under or by reason of this Agreement.  This Agreement shall not provide third parties with any remedy, claim, reimbursement, cause of action or other right in excess of those existing without reference to the terms of this Agreement.  No third party shall have any right, independent of any right that exists irrespective of this Agreement, to bring any suit at law or equity for any matter governed by or subject to the provisions of this Agreement.

G.                    Licensee acknowledges and agrees that damages may not be an adequate remedy in the event of a breach of this Agreement by Licensee.  Licensee therefore agrees that WARF shall be entitled to seek immediate and permanent injunctive relief from a court of competent jurisdiction in addition to any other rights or remedies otherwise available to WARF.

H.                   Waiver by either party of a single breach or default, or a succession of breaches or defaults, shall not deprive such party of any right to terminate this Agreement in the event of any subsequent breach or default.
Page 13 of 23
Section 17.                     Notices .

Any notice required to be given pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the earlier of the time when actually received as a consequence of any effective method of delivery, including but not limited to hand delivery, transmission by telecopier, or delivery by a professional courier service or the time when sent by certified or registered mail addressed to the party for whom intended at the address below or at such changed address as the party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

 
(a)
Wisconsin Alumni Research Foundation
Attn:  Contracts Manager
614 Walnut Street
Madison, Wisconsin  53726

 
(b)
Asterias Biotherapeutics, Inc.
Attn:  Katharine Spink
230 Constitution Dr.
Menlo Park, CA 94025                         
 
Section 18.                    Integration .

This Agreement together with the Wisconsin Materials Addendum, attached hereto, constitutes the full understanding between the parties with reference to the subject matter hereof, and no statements or agreements by or between the parties, whether orally or in writing, except as provided for elsewhere in this Section 18, made prior to or at the signing hereof, shall vary or modify the written terms of this Agreement.  Neither party shall claim any amendment, modification, or release from any provisions of this Agreement by mutual agreement, acknowledgment, or otherwise, unless such mutual agreement is in writing, signed by both parties, and specifically states that it is an amendment to this Agreement.

Section 19.                     Authority .

The persons signing on behalf of WARF and Licensee hereby warrant and represent that they have authority to execute this Agreement on behalf of the party for whom they have signed.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the dates indicated below.

WISCONSIN ALUMNI RESEARCH FOUNDATION (“WARF”)
 
 
 
 
 
 
 
 
By:
s/Leigh Cagan
 
Date:  10/7, 2013
 
Leigh Cagan, Chief Technology Commercialization Officer
 
 
 
ASTERIAS BIOTHERAPEUTICS, INC. (“LICENSEE”)
 
By:
s/Katharine Spink
Date:   October 1, 2013
 
Katharine Spink, Vice President and Chief Operating Officer
 
 
 

Page 14 of 23
APPENDIX A

A.                   “Affiliate” and “Affiliates” mean any entity controlled by Asterias.  As used herein, “control” shall refer to and mean ownership of greater than fifty percent (>50%) or more of the outstanding voting equity of an entity.
 
B.                    “Collaborator” means an academic, non-profit research institution with which Licensee enters into a written agreement pursuant to and solely to the extent permitted by Section 2C for a collaborative project or projects for the further research on and/or development of the Licensed Materials, Wisconsin Materials, Derivative Materials and/or Products in support of Licensee's development or commercialization of one or more Products.
 
C.                   “Contract Service Provider” means a third party with which Licensee enters into a written agreement pursuant to and solely to the extent permitted by Section 2C for the provision of specific services in support of Licensee’s development or of one or more Products on behalf of Licensee or its Collaborator.
 
D.                  “Date of First Commercial Sale” means the date when cumulative sales to the retail market of Therapeutic Products exceed [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission].
 
E.                    “Derivative Materials” means any compositions or materials derived by Licensee or its sublicensee(s) from the use of the Wisconsin Materials, or produced by the use of the Wisconsin Materials by Licensee or its sublicensee(s), or which incorporate wholly or partially the Wisconsin Materials, including without limitation, fully or partially differentiated cells or cell lines derived from the Wisconsin Materials by Licensee or its sublicensee(s).
 
F.                    “Development” and “Developments” means (i) Derivative Materials; (ii) any inventions, discoveries or developments, whether patentable, that are conceived of, reduced to practice, discovered, tested or developed through the use of the inventions of the Licensed Patents, Wisconsin Materials or Derivative Materials by Licensee or its sublicensee(s); and (iii) any compositions, products or other materials of Licensee or its sublicensee(s) in which the Wisconsin Materials or Derivative Materials were used in any way in their discovery or testing.
 
G.                    “Development Partner” means a third party with which Licensee enters into a written agreement pursuant to and solely to the extent permitted by Section 2C for the further development and/or commercialization of Products initially substantially developed by Licensee.
 
H.                  “Development Report” means the written report provided under Section 3 describing each Development and Product to be patented or commercialized by Licensee or a sublicensee.
 
I.                    “Diagnostic Products” means products or services that (i) are used in the diagnosis, prognosis, screening or detection of disease in humans, and (ii) (a) employ, or are in any way produced or manufactured by the practice or use of the inventions of the Licensed PatentsDerivative Materials or Wisconsin Materials, and/or (b) would otherwise constitute infringement of any claims of the Licensed Patents.
 
J.                     “Internal Research” means research conducted internally by Licensee at Licensee’s facilities.
 
K.                     “Licensed Field” is limited to the field of Products.
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L.                   “Licensed Materials” means primate (including human) embryonic stem cells covered by the Licensed Patents and which meet the following conditions:
 
(i)                     For embryonic stem cells created prior to April 26, 2005, the embryonic stem cell must be either: (1) listed on the NIH Human Embryonic Stem Cell Registry at http://escr.nih.gov; or (2) derived from excess embryos created for the purpose of in vitro fertilization with appropriate consent of the donor couple and not for the purpose of creating embryonic stem cells; or (3) derived from embryos created specifically for research purposes either by in vitro fertilization or by somatic cell nuclear transfer, for which the following additional conditions apply:  (a) the embryo may not have been maintained in vitro for more than 14 days; (b) the gamete donor(s) and somatic cell donor (if any) made the donation without payment beyond reimbursement for reasonable expenses associated with donation; (c) in the case of egg donation, the donor was fully informed of the risks to herself; (d) the gamete donor(s) and somatic cell donor (if any) were fully informed of the purposes to which their donated materials would be put; (e) the research could not be done equally well using surplus IVF embryos originally created for reproductive purposes; (f) the research protocol, including gamete collection, somatic cell collection, embryo management and stem cell derivation is approved by an appropriate Institutional Review Board; and (g) protections are in place to prevent misappropriation of embryos created specifically for research.

(ii)                   For embryonic stem cells created from embryos created after April 26, 2005, the embryonic stem cells must be derived from embryos and under conditions in compliance with the “Guidelines for Human Embryonic Stem Cell Research” established by the National Research Council Institute of Medicine of the National Academies (the “NAS Guidelines”).

(iii)                 For embryonic stem cells created after April 26, 2005 from embryos generated prior to April 26, 2005, and which do not meet the NAS Guidelines, the embryonic stem cells must meet one of the conditions set forth in paragraph (i) above and be created using protocols substantially in compliance with the requirements of the NAS Guidelines.

M.                 “Licensed Patents” means those patents and patent applications listed on Appendix B attached hereto and all foreign equivalents owned by or licensed to WARF.
 
N.                   “Licensed Territory” means worldwide.
 
O.                   “Net Sales” [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]
 
In the event that a Product is sold in combination with another product, component or service for which no royalty would be due hereunder if sold separately, Net Sales from such combination sales for purposes of calculating the amounts due under Section 4B shall be calculated by multiplying the Net Sales of the combination product by the fraction A/(A + B), where “A” is the average selling price during the previous calendar quarter of the Product sold separately and “B” is the average selling price during the previous calendar quarter of the product(s), component(s) and/or service(s) combined therewith.  Where a Product is sold only as a component of a larger product or system and not as a stand-alone product, then the Net Sales amount shall be deemed to be the amount received by Licensee or sublicensees for the entire product containing the Product multiplied by a number, the numerator of which is Licensee’s (or the sublicensee’s) costs for the Product and the denominator of which is Licensee’s (or the sublicensee’s) costs for the entire product sold by Licensee (or the sublicensee) that includes the Product.
 
P.                   “Non-Commercial Research Purposes” means the use for internal academic research purposes or other internal not-for-profit or scholarly purposes not involving the use of the technology: (1) to perform services for a fee; or (2) for the production or manufacture of products for sale to third parties.
Page 16 of 23
Q.                   “Products” means any Research Products, Diagnostic Products, Therapeutic Products, and Related Therapeutic Products.
 
R.                   “Related Therapeutic Product” means products or services that (i) are used in the treatment of disease in humans, and (ii) are in any way produced or manufactured using, and/or incorporate any Wisconsin Material or
 
Derivative Material, but do not employ the practice or otherwise constitute infringement of any [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the Licensed Patents.

S.                    “Research products” means products or services that (i) are used as research tools, including in drug discovery and development, and (ii) (a) employ, or are in any way produced or manufactured by, the practice or use of the inventions of the Licensed Patents, Derivative Materials or the Wisconsin Materials, and/or (b) would otherwise constitute infringement of any claims of the Licensed Patents.
 
T.                    “Therapeutic Products” means products or services that (i) are used in the treatment of disease in humans, and (ii) (a) employ, or are in any way produced or manufactured by, the practice or use of a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the Licensed Patents, and/or (b) would but for this Agreement otherwise constitute infringement of any [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the Licensed Patents.
 
U.                  [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]

V.                    “Wisconsin Materials” is defined in the attached Wisconsin Materials Addendum.
Page 17 of 23
LICENSED PATENTS
APPENDIX B
 
REFERENCE
NUMBER
COUNTRY
APPLICATION
SERIAL NUMBER
FILING DATE
 PATENT
 
METHOD OF IN VITRO DIFFERENTIATION OF TRANSPLANTABLE NEURAL PRECURSOR CELLS FROM P RIMATE EMBRYONIC STEM CELLS
( Ian Duncan, James Thomson, Su-Chun Zhang )
P01258US
UNITED STATES
09/970382
10/03/2001
6887706
P04277US
UNITED STATES
10/928805
08/27/2004
7588937
P07050US
UNITED STATES
11/594455
11/08/2006
7972850
P07445US
UNITED STATES
11/932582
10/31/2007
8153424
P09335IL
ISRAEL
198450
08/27/2004
198450
 
PRIMATE EMBRYONIC STEM CELLS
( James Thomson )
P02115US
UNITED STATES
09/982637
10/18/2001
7029913
P05206US
UNITED STATES
11/036245
01/14/2005
7582479
P08333US
UNITED STATES
12/047135
03/12/2008
7781216
P96014US
UNITED STATES
08/591246
01/18/1996
5843780
P98222US
UNITED STATES
09/106390
06/26/1998
6200806
 
SERUM FREE CULTIVATION OF PRIMATE EMBRYONIC STEM CELLS
( James Thomson )
P99275US
UNITED STATES
09/522030
03/09/2000
7005252
P03122US
UNITED STATES
10/430497
05/06/2003
7217569
W05007US
UNITED STATES
11/078737
03/11/2005
7439064
W09003US
UNITED STATES
12/489978
06/23/2009
 
P07322AU
AUSTRALIA
2007200575
03/02/2001
2007200575
 
METHOD OF MAKING EMBRYOID BODIES FROM PRIMATE EMBRYONIC STEM CELLS
( James Thomson, Jennifer Swiergiel, Vivienne Marshall )
P99276US
UNITED STATES
09/510444
02/21/2000
6602711
P03410US
UNITED STATES
10/632399
05/06/2003
7220584
Page 18 of 23
APPENDIX C

WARF ROYALTY REPORT
 
Licensee:
Agreement No: 
 
 
 
 
Inventor:
WARF Ref. #:
P
 
Period Covered:  From:               /                    / Through: /                    /
 
Prepared By:   Date:  
 
Approved By:
Date:
 
 
 
 
If license covers several major Product lines, please prepare a separate report for each line, and combine all Product lines into a summary report.
 
Report Type:
q  Single Product Line Report:    
 
 
 
 
 
 
 
q  Multiproduct Summary Report: Page 1 of ______ Pages
 
 
 
 
 
  q  Product Line Detail.  Line:   Tradename:    Page:   
 
Report Currency:
q  U. S. Dollars       q  Other 

 
Gross
* Less:
Net
Royalty
Period Royalty Amount
Country
Sales
Allowances
Sales
Rate
This Year
Last Year
U.S.A.
 
 
 
 
 
 
Canada
 
 
 
 
 
 
Europe :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Japan
 
 
 
 
 
 
Other :
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
TOTAL:
 
 
 
 
 
 

Total Royalty: _______________  Conversion Rate: ____________  Royalty in U.S. Dollars: $                                                 
The following royalty forecast is non-binding and for WARF’s internal planning purposes only:
Royalty Forecast Under This Agreement:  Next Quarter:__________  Q2:__________  Q3:__________  Q4:__________
 
* On a separate page, please indicate the reasons for returns or other adjustments if significant.
Also note any unusual occurrences that affected royalty amounts during this period.
To assist WARF’s forecasting, please comment on any significant expected trends in sales volume.
Page 19 of 23
APPENDIX D

DEVELOPMENT REPORT

A. Date development plan initiated and time period covered by this report.

B.                   Development Report (4-8 paragraphs).

1. Activities completed since last report including the object and parameters of the development, when initiated, when completed and the results.

2. Activities currently under investigation, i.e., ongoing activities including object and parameters of such activities, when initiated, and projected date of completion.

C. Future Development Activities (4-8 paragraphs).

1. Activities to be undertaken before next report including, but not limited to, the type and object of any studies conducted and their projected starting and completion dates.

2. Estimated total development time remaining before a Product will be commercialized.

D. Changes to initial development plan (2-4 paragraphs).

1. Reasons for change.

2. Variables that may cause additional changes.

E. Items to be provided if applicable:

1. Information relating to Product that has become publicly available, e.g., published articles, competing products, patents, etc.

2. Development work being performed by third parties other than Licensee to include name of third party, reasons for use of third party, planned future uses of third parties including reasons why and type of work.

3. Update of competitive information trends in industry, government compliance (if applicable) and market plan.

PLEASE SEND DEVELOPMENT REPORTS TO:

Wisconsin Alumni Research Foundation
Attn.:  Contract Manager
614 Walnut Street
Madison, WI 53726
Page 20 of 23
APPENDIX E

DEVELOPMENT PLAN

(To be provided by Licensee within [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] months of Effective Date)
Page 21 of 23
WISCONSIN MATERIALS ADDENDUM

This Addendum is made effective the 1 st day of October, 2013, by and between Wisconsin Alumni Research Foundation (“WARF”), a nonprofit Wisconsin corporation, and Asterias Biotherapeutics Incorporated (“Licensee”), a corporation organized and existing under the laws of Delaware.

WHEREAS, WARF and Licensee have entered into License Agreement No. 13-00300, effective October 1, 2013 (the “Patent Rights Agreement”), granting Licensee the right under certain Licensed Patents to make, use and receive Licensed Materials for use in Internal Research;

WHEREAS, WARF also holds certain rights in human embryonic stem cell lines developed by James A. Thomson of the University of Wisconsin – Madison, working either alone or with other researchers at the University (the “Wisconsin Materials” as defined below); and

WHEREAS, Licensee has entered into an Asset Contribution Agreement dated January 4, 2013 with Geron Corporation (“Geron”), pursuant to which certain Wisconsin Materials will be transferred to Licensee (the “ACA”); and


WHEREAS, Licensee desires to obtain from WARF rights to utilize the Wisconsin Materials in accordance with the License Agreement executed between the parties dated October 1, 2013 and the terms and conditions set forth below.

NOW, THEREFORE , in consideration of the above premises and the mutual covenants contained herein, the parties further agree as follows:

1.              Except as otherwise provided in this Addendum, all terms and conditions previously set forth in the License Agreement shall remain in effect as set forth therein.  In the event that this Addendum and the License Agreement are inconsistent with respect to any terms and conditions pertaining to the Wisconsin Materials, the terms and provisions of this Addendum shall supersede the terms and provisions of the License Agreement.

2.              “Wisconsin Materials” shall mean the H1, H7, H9, H13 and H14 embryonic stem cell lines provided to Licensee by WARF, Geron or a third party authorized by WARF, including any progeny, unmodified derivatives, genetically modified embryonic stem cells or clones of those cells or cell lines.   Upon request of Licensee, WARF or WiCell shall provide Licensee within thirty (30) days of such request, without additional charge, two aliquots each of the following embryonic stem cell lines:  H1, H9, H7, H13 and H14.
 
3.              As used in the License Agreement, “Licensed Materials” shall further include the Wisconsin Materials; provided, however, that Licensee shall not have the right to:

(a)
intermix the Wisconsin Materials with an intact embryo, either human or nonhuman;
(b) implant the Wisconsin Materials or any products of the Wisconsin Materials in a uterus, including Derivative Materials derived from the Wisconsin Materials;
(c)
attempting to make whole embryos by any method using the Wisconsin Materials.
Page 22 of 23
(d) use the Wisconsin Materials for therapeutic purposes.

4.              Licensee agrees that on or before June 30th of each year in which this Addendum is in effect, License will submit to WARF a signed Annual Certification Statement as set forth on Exhibit A confirming compliance with the above restrictions.  Licensee agrees that it will comply with all applicable laws, regulations and government orders with respect to any use of the Wisconsin Materials, and shall, as appropriate, seek and comply with the decisions and recommendations of any applicable Institutional Review Board or similar body.

5.              Wisconsin Materials are the property of WARF and are being made available to Licensee as a service by WARF.  Ownership of all Wisconsin Materials, including any progeny or modified versions thereof, shall remain with WARF, regardless of whether such Wisconsin Materials are received from WARF or an authorized third party.  Any Wisconsin Materials provided hereunder will be returned to WARF or destroyed upon a material breach of any terms of this Addendum or the Patent Rights Agreement.

6.              Licensee agrees to communicate to WARF all publications and/or research results made public by Licensee based on research using the Wisconsin Materials.  In addition, any reports, publications, or other disclosure of results obtained with the Wisconsin Materials will acknowledge WARF as the original source of the Wisconsin Materials and, in the event that the Wisconsin Materials were received from an authorized third party, the conditions in which such Wisconsin Materials were maintained prior to their transfer.

7.              Licensee may not assign or transfer this Addendum, nor any of the rights granted herein, without the prior written consent of WARF, such consent not to be unreasonably withheld.  This Addendum shall be governed by and construed in all respects in accordance with the laws of the State of Wisconsin.

The persons signing on behalf of WARF and Licensee hereby warrant and represent that they have authority to execute this Agreement on behalf of the party for whom they have signed.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement on the dates indicated below.

WISCONSIN ALUMNI RESEARCH FOUNDATION
 
 
 
 
 
 
By:
s/Leigh Cagan
 
Date: 10/7 , 2013
 
Leigh Cagan, Chief Technology Commercialization Officer
 
 
 
 
 
 
ASTERIAS BIOTHERAPEUTICS, INC.
 
By:
s/Katharine Spink
 Date: October 1, 2013
Katharine Spink Vice President and Chief Operating Officer
 
 
Page 23 of 23
Exhibit 31
 
CERTIFICATIONS
 
I, Thomas B. Okarma, certify that:
 
1.  I have reviewed this quarterly report on Form 10-Q of Asterias Biotherapeutics, Inc.

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the periodic reports are being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

 
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
  
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:  November 12, 2013
 
 
 
s/ Thomas B. Okarma
 
Thomas B. Okarma
 
Chief Executive Officer
 

CERTIFICATIONS
 
I, Robert W. Peabody, certify that:
 
1.  I have reviewed this quarterly report on Form 10-Q of Asterias Biotherapeutics, Inc.
 
2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
  
 
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the periodic reports are being prepared;
 
 
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

 
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.

 5.  The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
 
 
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
Date:  November 12, 2013
 
 
 
/s/ Robert W. Peabody
 
Robert W. Peabody
 
Chief Financial Officer
 

 
Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-Q of Asterias Biotherapeutics, Inc. (the "Company") for the quarter ended September 30, 2013 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Thomas B. Okarma , Chief Executive Officer, and Robert W. Peabody, Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
 
1.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
2.
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
 Date: November 12, 2013
 
 
s/ Thomas B. Okarma
 
Thomas B. Okarma
Chief Executive Officer
 
s/ Robert W. Peabody
 
Robert W. Peabody
Chief Financial Officer