form8k_july102008.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (date of earliest event reported): July
10, 2008
BioTime,
Inc.
(Exact
name of registrant as specified in its charter)
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California
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1-12830
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94-3127919
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1301
Harbor Bay Parkway
Alameda,
California 94502
(Address
of principal executive offices)
(510)
521-3390
(Registrant's
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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 and in our other reports
filed with the Securities and Exchange Commission. Words such as “expects,”
“may,” “will,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” and similar expressions identify forward-looking
statements.
Section
1 - Registrant’s Business and Operations
Item 1.01 - Entry into a Material
Definitive Agreement.
On July 10, 2008, our subsidiary
Embryome Sciences, Inc. entered into a License Agreement with Advanced Cell
Technology, Inc. (“ACT”) under which Embryome Sciences acquired exclusive
world-wide rights to use ACT’s “ACTCellerate” technology for methods to
accelerate the isolation of novel cell strains from pluripotent stem
cells. The licensed rights include pending patent applications,
know-how, and existing cells and cell lines developed using the
technology.
The licensed technology is designed to
provide a large-scale and reproducible method of isolating clonally purified
human embryonic progenitor cell lines, many of which may be capable of extended
propagation in vitro. Initial testing suggests that the technology
may be used to isolate at least 140 distinct clones that contain many previously
uncharacterized cell types derived from all germ layers that display diverse
embryo- and site-specific homeobox gene expression. Despite the
expression of many oncofetal genes, none of the human embryonic progenitor cell
lines tested led to tumor formation when transplanted into immunocompromised
mice. The cell lines studied appear to have a finite replicative
lifespan but have longer telomeres than most fetal- or adult-derived cells,
which may facilitate their use in the manufacture of purified lineages for
research and human therapy. Information concerning the technology was
published in the May 2008 edition of the journal Regenerative
Medicine.
Embryome Sciences will pay ACT a
$250,000 license fee and an 8% royalty on sales of products, services, and
processes that utilize the licensed technology. Once a total of
$1,000,000 of royalties have been paid, no further royalties will be
due.
Embryome Sciences may use the licensed
technology and cell lines for research purpose and for the development of
therapeutic and diagnostic products for human and veterinary
use. Embryome Sciences also has the right to grant
sublicenses.
ACT may reacquire royalty free, world
wide licenses to use the technology for retinal pigment epithelial cells,
hemangioblasts, and myocardial cells, on an exclusive basis, and for
hepatocytes, on a non-exclusive basis, for human therapeutic use. ACT
will pay Embryome Sciences $5,000 for each license that it elects to
reacquire.
Embryome Sciences will have the right
to prosecute all patent applications and to enforce all patents, at its own
expense. Embryome Sciences will have the right to patent any new
inventions arising from the use of the licensed patents and
technology.
Embryome Sciences will indemnify ACT
for any products liability claims arising from products made by Embryome
Sciences or its sublicensees. ACT will indemnify Embryome Sciences
for any products liability claims arising from products made by
ACT. ACT will also indemnify Embryome Sciences from claims alleging
that the licensed patents infringe the patents of a third party.
The licenses will expire in twenty
years or upon the expiration of the last to expire of the licensed patents,
whichever is later.
Section
7 - Regulation FD
Item
7.01 - Regulation FD Disclosure
The press release filed as Exhibit 99.1
is incorporated by reference.
Section
9-Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
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Exhibit
Number
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Description
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99.1
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Press
Release dated July 16, 2008
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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 hereunto
duly authorized.
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BIOTIME,
INC.
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Date: July
16, 2008
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By /s/
Steven A. Seinberg
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Chief
Financial Officer
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Exhibit
Number
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Description
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99.1
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Press
Release dated July 16, 2008
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