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): February 13, 2001.
BioTime, Inc.
(Exact name of registrant as specified in its charter)
California 1-12830 94-3127919
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
935 Pardee Street
Berkeley, California 94710
(Address of principal executive offices)
(510) 845-9535
(Registrant's telephone number, including area code)
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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 BioTime's Annual Report on Form 10-K 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.
Item 5. Other Events.
On February 13, 2001, BioTime, Inc. and Horus B.V. ("Horus"), a
subsidiary of Akzo Nobel, N.V. ("Akzo") entered into an Exclusive License
Agreement (the "License Agreement") under which BioTime has granted to Horus an
exclusive license to manufacture and sell BioTime's proprietary blood plasma
volume expander solution Hextend(R) in all parts of the world except the United
States, Canada and Japan.
Under the License Agreement, Horus has agreed to pay BioTime an initial
license fee of $4,000,000, plus up to $5,500,000 in additional license fees upon
the attainment of certain milestones pertaining to the commencement of sales in
the European Union and the issuance of certain European patents. BioTime will
earn royalties of not less than 12% nor more than 15% of net sales of Hextend
sold under certain patents, or not less than 6% and not more than 7.5% of net
sales of Hextend manufactured in countries in which patent protection has been
obtained but sold in countries in which patents have not yet been issued. Horus
will pay a royalty of not less than 2% and not more than 3.5% of net sales of
Hextend for the use of licensed proprietary technology, plus a royalty of 2% of
net sales for the use of the Hextend trademark, with respect to sales of Hextend
manufactured and sold in countries in which patents are not issued or have
expired.
Horus will be responsible for obtaining regulatory approval for the use
of Hextend in those countries in which it plans to market the product, except
that BioTime will continue to process its pending application for regulatory
approval in Sweden. The parties expect that regulatory approval activities and
marketing of Hextend will be conducted for Horus by Organon Teknika, another
Akzo subsidiary that sells a variety of pharmaceutical and hospital products
world-wide. Akzo has agreed to guaranty the performance of Horus' obligations
under the License Agreement.
Horus may also acquire additional licenses to manufacture and sell
other BioTime plasma expander products, such as PentaLyte(R) and HetaCool,(R)
outside the United States, Canada and Japan. If Horus does not exercise its
right to acquire a new product license, BioTime may manufacture and sell the
product itself or may license others to do so.
Horus' obligations under the License Agreement are conditioned upon the
confirmation of certain manufacturing and supply arrangements. BioTime's
obligations are conditioned upon its receipt of the initial license fee payment,
and it will have the right to terminate the License Agreement if it does not
receive that payment within sixty (60) days.
The foregoing description of the License Agreement is a summary only
and is qualified in all respects by reference to the full text of the License
Agreement, a copy of which is filed as an Exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 10.1 Exclusive License Agreement, dated February 13, 2001
between BioTime, Inc. and Horus B.V. (Portions of this
exhibit have been omitted pursuant to arequest for
confidential treatment)
10.2 Akzo guaranty, dated February 13, 2001
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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.
BIOTIME, INC.
Date: February 15, 2001 By /s/Paul E. Segall
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Paul E. Segall,
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 10.1 Exclusive License Agreement, dated February 12, 2001
between BioTime, Inc. and Horus B.V.(Portions of this exhibit
have been omitted pursuant to a request for confidential
treatment)
10.2 Akzo guaranty, dated February 13, 2001
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