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.
2
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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3
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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4
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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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5
Exhibit 99.1
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BioTime,
Inc.
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1301
Harbor Bay Parkway
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Alameda,
CA 94502
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Tel:
510-521-3390
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Fax:
510-521-3389
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www.biotimeinc.com
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www.embryome.com
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Embryome
Sciences, Inc. Acquires Exclusive License for
ACTCellerate
Technology
ALAMEDA, CA, July 16, 2008 – Embryome Sciences,
Inc., a wholly owned subsidiary of BioTime, Inc., (OTCBB: BTIM) has acquired
from Advanced Cell Technology, Inc. (“ACT”) an exclusive license to use
“ACTCellerate™”embryonic stem cell technology and a bank of over 140 diverse
progenitor cell lines derived using that technology.
ACTCellerate™
is a recently discovered technology that allows the rapid isolation of novel
highly purified embryonic progenitor cells. Embryonic progenitors are cells
intermediate between embryonic stem cells and fully differentiated
cells. The progenitor cells are relatively easy to manufacture on a
large scale and in a purified state, which may make it advantageous to work with
these cells compared to the direct use of embryonic stem cells. Using the
ACTCellerate platform technology over 140 distinguishable novel progenitor cell
lines have already been created, scaled-up, and banked. These unique cell lines
may possess the ability to become a wide array of products never before
available to the medical community, with potential applications in research,
drug discovery, and human regenerative stem cell therapy. Embryome
Sciences plans to sell the progenitor cells, and the specific culture media that
stimulates the propagation of the cells, to the research community through the
company’s website Embryome.com. The
company may also collaborate with others in the development of human therapeutic
uses of the cell lines.
The
licensed ACTCellerate rights include pending patent applications, know-how, and
the existing bank of cell lines. The license is exclusive and
world-wide for all commercial purposes, including the development of research
products and therapeutic and diagnostic products for human and veterinary
use. Embryome Sciences will pay ACT a 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 has been paid, no
further royalties will be due.
ACT has
an option to reacquire rights to use the ACTCellerate technology for the
development of certain types of stem cells for human therapeutic use in fields
related to its core business.
“There is
a large and growing market in supplying basic research tools to scientists
funded by the $3 billion California stem cell initiative as well as scientists
entering the field world wide, and our long-term plan is to be the first
profitable company in the stem cell sector,” said Michael D. West, Ph.D., CEO of
BioTime and Embryome Sciences. “We are already offering our first
research products through our website Embryome.com, where researchers can also
access our stem cell database. Our license of the ACTCellerate
technology adds to
our
portfolio of embryonic stem cell patent licenses that includes the core
technology from the Wisconsin Alumni Research Foundation, and other technology
sublicensed from Lifeline Cell Technology, LLC, which we plan to use to develop
and market additional stem cell research products.”
Embryome
Sciences is presently marketing cell growth media called ESpanTM
in collaboration with Lifeline. These growth media are designed for
the growth of human embryonic progenitor cells. Additional new
products that Embryome Sciences has targeted for development are ESpyTM
cell lines, which will be derivatives of hES cells that send beacons of light in
response to the activation of particular genes. The ESpy™ cell lines
will be developed in conjunction with Lifeline using the licensed ACTCelerate
technology and other technology sublicensed from Lifeline. Embryome Sciences
also plans to bring to market new growth and differentiation factors that
will permit researchers to manufacture specific cell types from embryonic
stem cells, and purification tools useful to researchers in quality control of
products for regenerative medicine.
Additional
information about ACTCellerate technology appears in the May 2008 edition of the
journal Regenerative
Medicine (www.futuremedicine.com/toc/rme/3/3).
ACTCellerate™ is a trademark of Advanced Cell Technology, Inc.
About
BioTime, Inc. (BTIM.OB):
BioTime,
headquartered in Alameda, California, develops blood plasma volume expanders,
blood replacement solutions for hypothermic (low temperature) surgery, organ
preservation solutions, and technology for use in surgery, emergency trauma
treatment and other applications. BioTime's lead product Hextend is manufactured
and distributed in the U.S. by Hospira, Inc. and in South Korea by CJ Corp.
under exclusive licensing agreements. BioTime has recently entered the field of
regenerative medicine through its wholly owned subsidiary Embryome Sciences,
Inc. where it plans to develop new medical and research products using embryonic
stem cell technology. Additional information about BioTime can be found on the
web at www.biotimeinc.com. Hextend®,
PentaLyte®,
HetaCool®,
EmbryomicsTM,
ESpyTM,
and ESpanTM
are trademarks of BioTime, Inc.
Forward-Looking
Statements
Statements
pertaining to future financial and/or operating results, future growth in
research, technology, clinical development and potential opportunities for the
company and its subsidiary, along with other statements about the future
expectations, beliefs, goals, plans, or prospects expressed by management
constitute forward-looking statements. Any statements that are not historical
fact (including, but not limited to statements that contain words such as
“will,” “believes,” “plans,” “anticipates,” “expects,” “estimates,”) should also
be considered to be forward-looking statements. Forward-looking statements
involve risks and uncertainties, including, without limitation, risks inherent
in the development and/or commercialization of potential products, uncertainty
in the results of clinical trials or regulatory approvals, need and ability to
obtain future capital, and maintenance of intellectual property rights. Actual
results may differ materially from the results anticipated in these
forward-looking statements and as such should be evaluated together with the
many uncertainties that affect the company's business, particularly those
mentioned in the cautionary statements found in the company's Securities and
Exchange Commission filings. The company disclaims any intent or obligation to
update these forward-looking statements.
Contact:
BioTime,
Inc.
Judith
Segall
jsegall@biotimemail.com
510-521-3390
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