CONTROL NUMBER            BIOTIME, INC.            SUBSCRIPTION CERTIFICATE FOR

Expiration Date __________, 199__                             SHARES
                                          SUBSCRIPTION PRICE U.S. $___ PER SHARE

                                                               CUSIP

                       SUBSCRIPTION CERTIFICATE FOR COMMON
               SHARES VOID IF NOT EXERCISED AT OR BEFORE 5:00 P.M.
             (NEW YORK TIME) ON _______, 199_, THE EXPIRATION DATE.
                 THIS SUBSCRIPTION CERTIFICATE IS TRANSFERRABLE
           AND MAY BE COMBINED OR DIVIDED (BUT ONLY INTO SUBSCRIPTION
                CERTIFICATES EVIDENCING A WHOLE NUMBER OF RIGHTS)
                     AT THE OFFICE OF THE SUBSCRIPTION AGENT


THIS SUBSCRIPTION CERTIFICATE MAY BE USED TO SUBSCRIBE FOR
COMMON SHARES OR MAY BE ASSIGNED OR SOLD.  FULL INSTRUCTIONS
APPEAR ON THE BACK OF THIS SUBSCRIPTION CERTIFICATE.

REGISTERED OWNER:


     The registered  owner of this  Subscription  Certificate,  named above,  or
assignee, is entitled to the number of Rights to subscribe for Common Shares, no
par value,  of BioTime,  Inc. shown above,  in the ratio of one Common Share for
each ___ Rights held,  pursuant to the Primary  Subscription  and upon the terms
and  conditions  and at  the  price  for  each  Common  Share  specified  in the
Prospectus dated ____________, 1996.


     If you  subscribe  for  fewer  than  all  the  shares  represented  by this
Subscription  Certificate,  the Subscription Agent will issue a new Subscription
Certificate  representing the balance of the unsubscribed Rights,  provided that
the  Subscription  Agent has  received  your  properly  completed  and  executed
Subscription  Certificate  and  payment  prior to 5:00 p.m.,  New York time,  on
___________,  199_. No new  Subscription  Certificate  will be issued after that
date.
IMPORTANT:  Complete appropriate form on reverse


DATE:  _______________, 199__


                                                     BIOTIME, INC.


- -----------------------------           ----------------------------------
        SECRETARY                                    PRESIDENT

Countersigned:  American Stock Transfer & Trust Company (New York, N.Y.)
                Subscription Agent

                By: ___________________________________________________
                                    Authorized Signature


                                   Exhibit 4.4


                         Expiration Date: ________, 19__

                   PLEASE COMPLETE ALL APPLICABLE INFORMATION

By Mail:                   By Hand:                   By Overnight Courier:
To: American Stock         To: American Stock         To: American Stock
Transfer & Trust Company   Transfer & Trust Company   Transfer & Trust Company
40 Wall Street             40 Wall Street, 46th Floor 40 Wall Street, 46th Floor
New York, New York 10005   New York, New York 10005   New York, New York 10005

    SECTION     1: TO SUBSCRIBE:  I hereby irrevocably  subscribe for the dollar
                amount of Common Shares  indicated as the total of A and B below
                upon  the  terms  and  conditions  specified  in the  Prospectus
                related hereto, receipt of which is acknowledged.

                TO SELL:  If I have checked  either the box on line C or the box
                on line D, I  authorize  the sale of Rights by the  Subscription
                Agent  according to the procedures  described in the Prospectus.
                The check for the proceeds of sale will be mailed to the address
                of record.

    Please check |X| below:

 |_| A.  Primary Subscription ____________________ / ___ =
                              (Rights Exercised)

              .000      $                       $
- ------------------  X   -------------------  =  ----------------------
(Shares Requested)      (Subscription Price)      (Amount Required)


 |_| B.  Over-Subscription Privilege

                   .000   $                        $                  (*)
  --------------------  X --------------------  =  ----------------------
   (Shares Requested)     (Subscription Price)       (Amount Required)

Amount of Check Enclosed or Amount in Notice of Guaranteed  Delivery (total of A
+ B) = $
       ----------------

               Make check payable to the order of "BioTime, Inc."

            (*) The Over-Subscription  Privilege can be exercised by Record Date
Shareholders only, as described in the Prospectus.

    |_| C.  Sell any remaining unexercised Rights

    |_| D.  Sell all of my Rights.

      _______________________________________          
       Signature of Subscriber(s)/Seller(s)                                    

Please provide your telephone number              Day (___) ___________________
                                                Evening (___) _________________

Social Security Number or Tax ID Number: ______________________________________

       SECTION II: TO TRANSFER RIGHTS: (except pursuant to C and D above)

For value received,  ________________________of  the Rights  represented by this
Subscription Certificate are assigned to

  --------------------------------------------------------
    Social Security Number or Tax ID Number of Assignee   

  --------------------------------------------------------
            (Print Full Name of Assignee)


  --------------------------------------------------------
      Signature(s) of Assignor(s)

  --------------------------------------------------------
    (Print Full Address including postal Zip Code)

    The  signature(s)  must correspond with the name(s) as written upon the face
of this Subscription Certificate, in every particular, without alteration.

IMPORTANT:  For Transfer,  a Signature Guarantee must be provided by an eligible
financial institution which is a participant in a recognized signature guarantee
program.

    SIGNATURE GUARANTEED BY:

    ----------------------------------------------------------------------

PROCEEDS  FROM THE SALE OF RIGHTS MAY BE SUBJECT TO  WITHHOLDING  OF U.S.  TAXES
UNLESS  THE  SELLER'S   CERTIFIED  U.S.  TAXPAYER   IDENTIFICATION   NUMBER  (OR
CERTIFICATION  REGARDING FOREIGN STATUS) IS ON FILE WITH THE SUBSCRIPTION  AGENT
AND THE SELLER IS NOT OTHERWISE SUBJECT TO U.S. BACKUP WITHHOLDING.

    |_| CHECK  HERE IF  RIGHTS  ARE  BEING  EXERCISED  PURSUANT  TO A NOTICE  OF
        GUARANTEED  DELIVERY  DELIVERED TO THE  SUBSCRIPTION  AGENT PRIOR TO THE
        DATE HEREOF AND COMPLETE THE FOLLOWING:

        NAME(S) OF REGISTERED OWNER(S):
        WINDOW TICKET NUMBER (IF ANY):
        DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:
        NAME OF INSTITUTION WHICH GUARANTEED DELIVERY: