form10q.htm


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, 2012
 
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 1-12830
 
BioTime, Inc.
(Exact name of registrant as specified in its charter)
 
California
 
94-3127919
(State or other jurisdiction of incorporation or organization)
 
(IRS Employer Identification No.)
 
1301 Harbor Bay Parkway, Suite 100
Alameda, California 94502
(Address of principal executive offices)
 
(510) 521-3390
(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. xYes 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). xYes 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
x
Non-accelerated filer
o
(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 x 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: 50,894,720 issued and outstanding common shares, no par value, as of November 5, 2012.
 


 
 

 
 
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 under Item 1 of the Notes to Financial Statements, 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 1.
Financial Statements
 
BIOTIME, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
 
 
 
September 30, 2012
(unaudited)
 
 
December 31,
2011
 
 
 
 
 
 
 
 
ASSETS
 
 
 
 
 
 
CURRENT ASSETS
 
 
 
 
 
 
Cash and cash equivalents
 
$
7,830,347
 
 
$
22,211,897
 
Inventory
 
 
56,968
 
 
 
51,174
 
Prepaid expenses and other current assets
 
 
1,861,407
 
 
 
2,692,303
 
Total current assets
 
 
9,748,722
 
 
 
24,955,374
 
 
 
 
 
 
 
 
 
 
Equipment, net
 
 
1,251,083
 
 
 
1,347,779
 
Deferred license and consulting fees
 
 
712,981
 
 
 
843,944
 
Deposits
 
 
67,889
 
 
 
63,082
 
Intangible assets, net
 
 
21,089,661
 
 
 
18,619,516
 
TOTAL ASSETS
 
$
32,870,336
 
 
$
45,829,695
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
CURRENT LIABILITIES
 
 
 
 
 
 
 
 
Accounts payable and accrued liabilities
 
$
2,162,390
 
 
$
2,681,111
 
Deferred grant income
 
 
55,710
 
 
 
261,777
 
Deferred license and subscription revenue, current portion
 
 
354,703
 
 
 
203,767
 
Total current liabilities
 
 
2,572,803
 
 
 
3,146,655
 
 
 
 
 
 
 
 
 
 
LONG-TERM LIABILITIES
 
 
 
 
 
 
 
 
Deferred license revenue, net of current portion
 
 
790,146
 
 
 
899,551
 
Deferred rent, net of current portion
 
 
60,462
 
 
 
66,688
 
Other long term liabilities
 
 
235,330
 
 
 
258,620
 
Total long-term liabilities
 
 
1,085,938
 
 
 
1,224,859
 
 
 
 
 
 
 
 
 
 
Commitments and contingencies
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
EQUITY
 
 
 
 
 
 
 
 
Preferred Shares, no par value, authorized 1,000,000 shares; none issued
 
 
 
 
 
 
 
 
Common shares, no par value, authorized 75,000,000 shares; 50,868,932 issued, and 49,162,758 outstanding at September 30, 2012 and 50,321,962 issued, and 49,035,788 outstanding at December 31, 2011
 
 
120,905,891
 
 
 
115,144,787
 
Contributed capital
 
 
93,972
 
 
 
93,972
 
Accumulated other comprehensive income
 
 
(197,384
)
 
 
(122,749
)
Accumulated deficit
 
 
(95,860,758
)
 
 
(80,470,009
)
Treasury stock at cost:  1,706,174 shares at September 30, 2012 and 1,286,174 shares at December 31, 2011
 
 
(8,001,762
)
 
 
(6,000,000
)
Total shareholders' equity
 
 
16,939,959
 
 
 
28,646,001
 
Non-controlling interest
 
 
12,271,636
 
 
 
12,812,180
 
Total equity
 
 
29,211,595
 
 
 
41,458,181
 
TOTAL LIABILITIES AND EQUITY
 
$
32,870,336
 
 
$
45,829,695
 

See accompanying notes to the condensed consolidated interim financial statements.

 
2

 
 
BIOTIME, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
 
 
 
Three Months Ended
 
 
Nine Months Ended
 
 
 
September 30,
2012
 
 
September 30,
 2011
 
 
September 30,
2012
 
 
September 30,
2011
 
 
 
 
 
 
 
 
 
 
 
 
 
 
REVENUES:
 
 
 
 
 
 
 
 
 
 
 
 
License fees
 
$
337,633
 
 
$
54,900
 
 
$
549,521
 
 
$
201,589
 
Royalties from product sales
 
 
133,946
 
 
 
176,027
 
 
 
407,803
 
 
 
569,257
 
Grant income
 
 
441,630
 
 
 
746,426
 
 
 
1,518,086
 
 
 
1,605,612
 
Sale of research products
 
 
90,342
 
 
 
184,217
 
 
 
217,380
 
 
 
405,981
 
Total revenues
 
 
1,003,551
 
 
 
1,161,570
 
 
 
2,692,790
 
 
 
2,782,439
 
                                 
Cost of sales
 
 
(169,734
)
 
 
(18,516
)
 
 
(273,916
)
 
 
(58,808
)
                                 
Total revenues, net
 
 
833,817
 
 
 
1,143,054
 
 
 
2,418,874
 
 
 
2,723,631
 
EXPENSES:
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
 
(4,545,470
)
 
 
(3,488,121
)
 
 
(13,323,410
)
 
 
(9,756,443
)
General and administrative
 
 
(2,234,905
)
 
 
(1,887,298
)
 
 
(7,037,807
)
 
 
(6,193,383
)
Total expenses
 
 
(6,780,375
)
 
 
(5,375,419
)
 
 
(20,361,217
)
 
 
(15,949,826
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss from operations
 
 
(5,946,558
)
 
 
(4,232,365
)
 
 
(17,942,343
)
 
 
(13,226,195
)
OTHER INCOME/(EXPENSES):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest income/(expense), net
 
 
5,624
 
 
 
2,911
 
 
 
17,321
 
 
 
19,705
 
Gain/(loss) on sale of fixed assets
 
 
(1,451
)
 
 
(6,246
)
 
 
(4,997
)
 
 
(6,246)
 
Other income/(expense), net
 
 
18,766
 
 
 
(919
)
 
 
(223,899
)
 
 
223,944
 
Total other income/(expenses), net
 
$
22,939
 
 
$
(4,254
)
 
$
(211,575
)
 
$
237,403
 
NET LOSS
 
 
(5,923,619
)
 
 
(4,236,619
)
 
 
(18,153,918
)
 
 
(12,988,792
)
Less: Net loss attributable to the noncontrolling interest
 
 
965,605
 
 
 
498,993
 
 
 
2,763,169
 
 
 
1,833,943
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET LOSS ATTRIBUTABLE TO BIOTIME, INC.
 
$
(4,958,014
)
 
$
(3,737,626
)
 
$
(15,390,749
)
 
$
(11,154,849
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency translation gain/(loss)
 
 
(15,777
)
 
 
696,661
 
 
 
(74,635
)
 
 
(901,881
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
COMPREHENSIVE NET LOSS
 
$
(4,973,791
)
 
$
(3,040,965
)
 
$
(15,465,384
)
 
$
(12,056,730
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BASIC AND DILUTED LOSS PER COMMON SHARE
 
$
(0.10
)
 
$
(0.08
)
 
$
(0.31
)
 
$
(0.23
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING: BASIC AND DILUTED
 
 
49,291,177
 
 
 
48,896,973
 
 
 
49,196,804
 
 
 
48,681,879
 
 
See accompanying notes to the condensed consolidated interim financial statements.
 
 
3

 
 
BIOTIME, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
   
Nine Months Ended
 
   
September 30,
2012
   
September 30,
2011
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net loss attributable to BioTime, Inc.
 
$
(15,390,749
)
 
$
(11,154,849
)
Adjustments to reconcile net loss attributable to BioTime, Inc. to net cash used in operating activities:
               
Depreciation expense
   
283,637
     
260,646
 
Amortization of intangible asset
   
1,764,382
     
1,626,476
 
Amortization of deferred license, royalty and subscription revenues
   
(220,764
)
   
(186,035
)
Amortization of deferred grant income
   
(261,777
)
   
(261,777
)
Amortization of deferred consulting fees
   
582,186
     
582,186
 
Amortization of deferred license and royalty fees
   
82,129
     
82,125
 
Amortization of deferred rent
   
(8,143
)
   
32,403
 
Stock-based compensation
   
986,769
     
828,395
 
Options issued as independent director compensation
   
454,366
     
427,516
 
Reduction in receivables from the reversal of revenues
   
205,926
     
 
Write-off of security deposit
   
(3,634
   
 
Write off of expired inventory
   
     
1,510
 
Loss on sale/write-off of fixed assets
   
4,997
     
6,502
 
Net loss allocable to noncontrolling interest
   
(2,763,169
)
   
(1,833,943
)
Changes in operating assets and liabilities:
               
Accounts receivable, net
   
(459,555
)
   
(25,272
)
Grant receivable
   
584,744
     
256,714
 
Inventory
   
(5,794
   
21,154
 
Prepaid expenses and other current assets
   
140,220
     
(320,893)
 
Accounts payable and accrued liabilities
   
(699,155
)
   
(331,072
)
Other long term liabilities
   
(16,686
)
   
(31,741
)
Deferred grant income
   
56,630
     
271,655
 
Net cash used in operating activities
   
(14,683,440
)
   
(9,748,300
)
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of equipment
   
(205,135
)
   
(780,524
)
Payment of license fee
   
     
(1,500
)
Cash paid, net of cash acquired for assets
   
     
(246,850
 )
Cash acquired in connection with merger
   
292,387
     
5,908
 
Proceeds from the sale of fixed assets
   
4,500
     
 
Security deposit (paid)/received
   
(529
   
250
 
Net cash provided by/(used) in investing activities
   
91,223
     
(1,022,716
)
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from the exercise of stock options from employees
   
286,552
     
106,153
 
Proceeds from the exercise of stock options from directors
   
     
112,328
 
Proceeds from the exercise of stock options from outside consultant
   
     
4,700
 
Proceeds from the exercise of warrants
   
     
425,000
 
Proceeds from the sale of common shares of subsidiary
   
     
3,213,500
 
Net cash provided by financing activities
   
286,552
     
3,861,681
 
                 
Effect of exchange rate changes on cash and cash equivalents
   
(75,885
   
(185,291
)
                 
NET CHANGE IN CASH AND CASH EQUIVALENTS:
   
(14,381,550
)
   
(7,094,626
Cash and cash equivalents at beginning of period
   
22,211,897
     
33,324,924
 
Cash and cash equivalents at end of period
 
$
7,830,347
   
$
26,230,298
 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
               
Cash paid during the period for interest
 
$
315
   
$
1,073
 
SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING ACTIVITIES:
               
Common shares acquired in connection with investment in subsidiary as part of Share Exchange and Contribution Agreement
 
$
2,001,762
   
$
       —
 
Common shares issued in connection with investment in subsidiary
 
$
       —
   
$
6,000,000
 
Common shares issued in connection with the purchase of assets
 
$
       —
   
$
2,300,000
 
Common shares issued as part of merger
 
$
1,802,684
   
$
2,600,000
 
Warrants issued as part of merger
 
$
       —
   
$
    954,879
 
 
See accompanying notes to the condensed consolidated interim financial statements.

 
4

 
 
BIOTIME, INC.
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
(UNAUDITED)
 
1. Organization, Basis of Presentation, and Summary of Select Significant Accounting Policies
 
General– BioTime is a biotechnology company engaged in two areas of biomedical research and product development.  BioTime has historically developed blood plasma volume expanders and related technology for use in surgery, emergency trauma treatment and other applications.  BioTime's primary focus is in the field of regenerative medicine; specifically human embryonic stem (“hES”) cell and induced pluripotent stem (“iPS”) cell technology.  Regenerative medicine refers to therapies based on stem cell technology that are designed to rebuild cell and tissue function lost due to degenerative disease or injury.  hES and iPS cells provide a means of manufacturing every cell type in the human body and therefore show considerable promise for the development of a number of new therapeutic products.  BioTime plans to develop stem cell products for research and therapeutic use through its subsidiaries.  OncoCyte Corporation (“OncoCyte”) is developing products and technologies to diagnose and treat cancer.  ES Cell International Pte. Ltd. (“ESI”), a Singapore private limited company, develops and sells hES products for research use.  BioTime Asia, Limited (“BioTime Asia”), a Hong Kong company, sells products for research use and may develop therapies to treat cancer, neurological, and orthopedic diseases.  OrthoCyte Corporation (“OrthoCyte”) is developing therapies to treat orthopedic disorders, diseases and injuries.  ReCyte Therapeutics, Inc., formerly known as Embryome Sciences, Inc. (“ReCyte Therapeutics”), is developing therapies to treat vascular and blood diseases and disorders.  Cell Cure Neurosciences Ltd. (“Cell Cure Neurosciences”), is an Israel-based biotechnology company focused on developing stem cell-based therapies for retinal and neurological disorders, including the development of retinal pigment epithelial cells for the treatment of macular degeneration, and treatments for multiple sclerosis.  LifeMap Sciences, Inc. (“LifeMap”) markets GeneCards®, the leading human gene database, and is developing an integrated database suite to complement GeneCards® that will also include the LifeMap™ database of embryonic development, stem cell research and regenerative medicine, and MalaCards, the human disease database.  LifeMap will also market BioTime research products and PanDaTox, a database that can be used to identify genes and intergenic regions that are unclonable in E. coli, to aid in the discovery of new antibiotics and biotechnologically beneficial functional genes.  LifeMap plans to commence research into the identification and development of novel cell lines for therapeutic products, including research on ACTCellerate™ human embryonic progenitor cell lines (“hEPC lines”) using the LifeMap proprietary discovery platform, with the goal of identifying those hEPC lines that have greatest potential for use in the development of cell-based therapies for degenerative diseases.  BioTime Acquisition Corporation (“BAC”) was incorporated on September 24, 2012.  BAC was incorporated to explore opportunities to acquire assets and businesses in the field of stem cells and regenerative medicine.
 
BioTime is focusing a portion of its efforts in the field of regenerative medicine on the development and sale of advanced human stem cell products and technology that can be used by researchers at universities and other institutions, at companies in the bioscience and biopharmaceutical industries, and at other companies that provide research products to companies in those industries.  Products for the research market generally can be sold without regulatory (FDA) approval, and are therefore relatively near-term business opportunities when compared to therapeutic products.
 
BioTime’s operating revenues have been derived primarily from royalties and licensing fees related to the sale of its plasma volume expander product, Hextend®.  BioTime began to make its first stem cell research products available during 2008, but has not yet generated significant revenues from the sale of those products.  BioTime’s ability to generate substantial operating revenue in the near term depends upon its success in developing and marketing or licensing its plasma volume expanders and stem cell products and technology for medical and research use.  On April 29, 2009, the California Institute of Regenerative Medicine (“CIRM”) awarded BioTime a $4,721,706 grant for a stem cell research project related to its ACTCellerate™ technology.  The CIRM grant covered the period of September 1, 2009 through August 31, 2012 and was paid in quarterly installments.  BioTime recognized grant revenues of $261,776 and $1,047,107 during the three and nine months ended September 30, 2012.

Grant revenues for the three months ended September 30, 2012 also include $3,239 from the National Institutes of Health (“NIH”), $7,692 received by LifeMap Sciences, Ltd and $168,923 received by Cell Cure Neurosciences from the office of the Chief Scientist of Israel (“OCS”). For the nine months ended September 30, 2012, grant revenues also included $38,535 from the NIH, and $15,587 received by LifeMap Sciences, Ltd, and $416,857 received by Cell Cure Neurosciences from the OCS.

 
5

 
 
The unaudited condensed consolidated interim balance sheet as of September 30, 2012, the unaudited condensed consolidated interim statements of operations and comprehensive loss for the three and nine months ended September 30, 2012 and 2011, and the unaudited condensed consolidated interim statements of cash flows for the nine months ended September 30, 2012 and 2011 have been prepared by BioTime’s management in accordance with the instructions from the Form 10-Q and Regulation S-X.  In the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2012 have been made.  The condensed consolidated balance sheet as of December 31, 2011 is derived from the Company’s annual audited financial statements as of that date.  The results of operations for the three and nine months ended September 30, 2012 are not necessarily indicative of the operating results anticipated for the full year of 2012.
 
Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as permitted by regulations of the Securities and Exchange Commission (“SEC”) except for the condensed consolidated balance sheet as of December 31, 2011, which was derived from audited financial statements.  Certain previously furnished amounts have been reclassified to conform with presentations made during the current periods.  It is suggested that these condensed consolidated interim financial statements be read in conjunction with the annual audited condensed consolidated financial statements and notes thereto included in BioTime’s Form 10-K for the year ended December 31, 2011.
 
Principles of consolidation – BioTime’s condensed consolidated financial statements include the accounts of its subsidiaries.  The following table reflects BioTime’s ownership of the outstanding shares of its subsidiaries.
 
Subsidiary
 
BioTime Ownership
 
Country
ReCyte Therapeutics, Inc. (formerly Embryome Sciences, Inc.)
 
95.15%
 
USA
OncoCyte Corporation
 
75.3%
 
USA
OrthoCyte Corporation
 
100%
 
USA
ES Cell International Pte. Ltd.
 
100%
 
Singapore
BioTime Asia, Limited
 
81%
 
Hong Kong
Cell Cure Neurosciences Ltd.
 
53.6% (1)
 
Israel
LifeMap Sciences, Inc.
 
77.1% (2)
 
USA
LifeMap Sciences, Ltd.
 
(3)
 
Israel
BioTime Acquisition Corporation
 
96.7%
 
USA

 
(1)
Cell Cure Neurosciences has agreed to issue additional ordinary shares to BioTime in exchange for BioTime common shares which will increase BioTime’s ownership, directly and through ESI, to approximately 62.6%.  See Note 11.
 
(2)
LifeMap Sciences, Inc. has agreed to issue additional shares of its common stock to certain investors which will reduce BioTime’s ownership 73.2%.  See Note 9.
 
(3)
LifeMap Sciences, Ltd. is a wholly-owned subsidiary of LifeMap Sciences, Inc.
 
All material intercompany accounts and transactions have been eliminated in consolidation.  As of September 30, 2012 and as of December 31, 2011, we consolidated ReCyte Therapeutics, OncoCyte, BioTime Asia, Cell Cure Neurosciences, LifeMap Sciences, Inc., LifeMap Sciences, Ltd., and BAC as we have the ability to control their operating and financial decisions and policies through our ownership, and we reflect the noncontrolling interest as a separate element of equity on our condensed consolidated balance sheet.
 
Certain significant risks and uncertainties - BioTime’s operations are subject to a number of factors that can affect its operating results and financial condition.  Such factors include but are not limited to, the following: the results of clinical trials of BioTime’s pharmaceutical products and medical devices; BioTime’s ability to obtain FDA and foreign regulatory approval to market its pharmaceutical and medical device products; BioTime’s ability to develop new stem cell research products and technologies; competition from products manufactured and sold or being developed by other companies; the price and demand for BioTime products; BioTime’s ability to obtain additional financing and the terms of any such financing that may be obtained; BioTime’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products; the availability of ingredients used in BioTime’s products; and the availability of reimbursement for the cost of BioTime’s pharmaceutical products and medical devices (and related treatment) from government health administration authorities, private health coverage insurers, and other organizations.
 
Use of estimates – The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 
6

 
 
Revenue recognition – BioTime complies with SEC Staff Accounting Bulletin guidance on revenue recognition.  Royalty revenues consist of product royalty payments.  License fee revenues consist of fees under license agreements and are recognized when earned and reasonably estimable and also include subscription and advertising revenue from our online databases based upon respective subscription or advertising periods.  BioTime recognizes revenue in the quarter in which the royalty reports are received, rather than the quarter in which the sales took place.  When BioTime is entitled to receive up-front nonrefundable licensing or similar fees pursuant to agreements under which BioTime has no continuing performance obligations, the fees are recognized as revenues when collection is reasonably assured.  When BioTime receives up-front nonrefundable licensing or similar fees pursuant to agreements under which BioTime does have continuing performance obligations, the fees are deferred and amortized ratably over the performance period.  If the performance period cannot be reasonably estimated, BioTime amortizes nonrefundable fees over the life of the contract until such time that the performance period can be more reasonably estimated.  Milestone payments, if any, related to scientific or technical achievements are recognized in income when the milestone is accomplished if (a) substantive effort was required to achieve the milestone, (b) the amount of the milestone payment appears reasonably commensurate with the effort expended, and (c) collection of the payment is reasonably assured. Grant income and the sale of research products are recognized as revenue when earned.  Revenues from the sale of research products are primarily derived from the sale of hydrogels and stem cell products.
 
Cash and cash equivalents – BioTime considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
 
Accounts receivable and allowance for doubtful accounts - Trade accounts receivable and grants receivable are presented in the prepaid expenses and other current assets line item of the consolidated balance sheet.  Total trade receivables amounted to approximately $891,000 and $353,000 and grants receivable amounted to approximately $38,000 and $630,000 as of September 30, 2012 and December 31, 2011, respectively.  Some of these amounts are deemed uncollectible; as such BioTime recognized allowance for doubtful accounts in the amount of $100,000 as of September 30, 2012 and December 31, 2011.  BioTime evaluates the collectability of its receivables based on a variety of factors, including the length of time receivables are past due and significant one-time events and historical experience.  An additional reserve for individual accounts will be recorded if BioTime becomes aware of a customer’s inability to meet its financial obligations, such as in the case of bankruptcy filings or deterioration in the customer’s operating results or financial position.  If circumstances related to customers change, estimates of the recoverability of receivables would be further adjusted.
 
Concentrations of credit risk – Financial instruments that potentially subject BioTime to significant concentrations of credit risk consist primarily of cash and cash equivalents.  BioTime limits the amount of credit exposure of cash balances by maintaining its accounts in high credit quality financial institutions.  Cash equivalent deposits with financial institutions may occasionally exceed the limits of insurance on bank deposits; however, BioTime has not experienced any losses on such accounts.
 
Equipment – Equipment is stated at cost.  Equipment is being depreciated using the straight-line method over a period of 36 to 120 months.  See Note 3.
 
Inventory – Inventories are stated at the lower of cost or market.  Cost, which includes amounts related to materials, labor, and overhead, is determined in a manner which approximates the first-in, first-out (“FIFO”) method.
 
Treasury stock – BioTime accounts for BioTime common shares issued to subsidiaries for future potential working capital needs as treasury stock on the consolidated balance sheet.  BioTime has the intent and ability to register any unregistered shares to support the marketability of the shares.
 
Cost of sales – BioTime accounts for the cost of research products acquired for sale and any royalties paid as a result of any revenues in accordance with the terms of the respective licensing agreements as cost of sales on the consolidated statement of operations.
 
Patent costs  Costs associated with obtaining patents on products or technology developed are expensed as general and administrative expenses when incurred.  This accounting is in compliance with guidance promulgated by the Financial Accounting Standards Board (the “FASB”) regarding goodwill and other intangible assets.
 
Reclassification – Certain prior year amounts have been reclassified to conform to the current year presentation.
 
 
7

 
 
Research and development – BioTime complies with FASB requirements governing accounting for research and development costs.  Research and development costs are expensed when incurred, and consist principally of salaries, payroll taxes, consulting fees, research and laboratory fees, and license fees paid to acquire patents or licenses to use patents and other technology from third parties.
 
Foreign currency translation gain/(loss) and Comprehensive loss - In countries in which BioTime operates, and the functional currency is other than the U.S. dollar, assets and liabilities are translated using published exchange rates in effect at the consolidated balance sheet date.  Revenues and expenses and cash flows are translated using an approximate weighted average exchange rate for the period.  Resulting translation adjustments are recorded as a component of accumulated other comprehensive income on the consolidated balance sheet.  For the nine months ended September 30, 2012 and 2011, comprehensive loss includes loss of $74,635 and $901,881, respectively which is entirely from foreign currency translation.  For the nine months ended September 30, 2012 and 2011, foreign currency transaction gain and loss amounted to $39,930 and $90,774, respectively.
 
Income taxes  BioTime 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 FASB 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.  BioTime recognizes 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, 2012 and December 31, 2011.  Management is currently unaware of any tax issues under review.
 
Stock-based compensation  BioTime adopted accounting standards governing share-based payments, which require the measurement and recognition of compensation expense for all share-based payment awards made to directors and employees, including employee stock options, based on estimated fair values.  In March 2005, the SEC issued additional guidelines which provide supplemental implementation guidance for valuation of share-based payments.  BioTime has applied the provisions of this guidance in such valuations as well.  Consistent with those guidelines, BioTime utilizes the Black-Scholes Merton option pricing model.  BioTime's determination of fair value of share-based payment awards on the date of grant using that option-pricing model is affected by BioTime's stock price as well as by assumptions regarding a number of highly complex and subjective variables.  These variables include, but are not limited to, BioTime's expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.  The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior.  The risk-free rate is based on the U.S. Treasury rates in effect during the corresponding period of grant.  Although the fair value of employee stock options is determined in accordance with recent FASB guidance, changes in the subjective assumptions can materially affect the estimated value.  In management's opinion, the existing valuation models, including Black-Scholes Merton, may not provide an accurate measure of the fair value of BioTime's employee stock options because the option-pricing model value may not be indicative of the fair value that would be established in a willing buyer/willing seller market transaction.
 
Impairment of long-lived assets – BioTime’s long-lived assets, including intangible assets, are 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, BioTime 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 is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets.
 
Deferred license and consulting fees – Deferred license and consulting fees consist of the value of warrants issued to third parties for services and to the minority shareholder in BioTime Asia for consulting services, and deferred license fees paid to acquire rights to use the proprietary technologies of third parties.  The value of the warrants is being amortized over the period the services are being provided, and the license fees are being amortized over the estimated useful lives of the licensed technologies or licensed research products.  See Note 6.
 
Loss per share – Basic net loss per share is computed by dividing net loss attributable to BioTime, Inc. by the weighted-average number of common shares outstanding for the period.  Diluted net loss per share reflects the weighted-average number of common shares outstanding plus the potential effect of dilutive securities or contracts which are convertible to common shares, 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.  Diluted loss per share for the three and nine months ended September 30, 2012 and 2011 excludes any effect from 3,492,135 options and 556,613 warrants, and 3,249,647 options and 636,613 warrants, respectively, as the inclusion of those options and warrants would be antidilutive.
 
 
8

 
 
Fair value of  financial instruments – The fair value of BioTime’s assets and liabilities, which qualify as financial instruments under FASB guidance regarding disclosures about fair value of financial instruments, approximate the carrying amounts presented in the accompanying consolidated balance sheets.
 
In June 2011, the FASB issued ASU No. 2011-05, Comprehensive Income (ASC Topic 220):  Presentation of Comprehensive Income, (“ASU 2011-05”) which amends current comprehensive income guidance.  This accounting update eliminates the option to present the components of other comprehensive income as part of the statement of shareholders’ equity.  Instead, BioTime must report comprehensive income in either a single continuous statement of comprehensive income which contains two sections, net income and other comprehensive income, or in two separate but consecutive statements.  ASU 2011-05 became effective for public companies during the interim and annual periods beginning after December 15, 2011 with early adoption permitted.  The adoption of ASU 2011-05 does not have a material impact on its consolidated results of operation and financial condition.
 
2. Inventory
 
At September 30, 2012, BioTime held $43,018 of inventory of finished products on-site at its corporate headquarters in Alameda, California.  At that same date, $13,950 of inventory of finished products was held by a third party on consignment.  At December 31, 2011, BioTime held $37,096 of inventory of finished products at its corporate headquarters and $14,078 of inventory of finished products was held by a third party on consignment.
 
3. Equipment
 
At September 30, 2012 and December 31, 2011, equipment, furniture and fixtures were comprised of the following:
 
 
 
September 30, 2012
(unaudited)
 
 
December 31,
2011
 
Equipment, furniture and fixtures
 
$
2,062,655
 
 
$
1,900,090
 
Accumulated depreciation
 
 
(811,572
)
 
 
(552,311
)
Equipment, net
 
$
1,251,083
 
 
$
1,347,779
 
 
Depreciation expense amounted to $283,637 and $260,646 for the nine months ended September 30, 2012 and 2011, respectively.  The difference between the depreciation expense recognized in the condensed consolidated statement of operations and the increase in accumulated depreciation of $259,261 per the condensed consolidated balance sheet is partially attributed to the write off of $21,658 of fully depreciated assets offset by foreign currency rates.
 
4. Intangible assets
 
At September 30, 2012 and December 31, 2011, intangible assets and intangible assets net of amortization were comprised of the following:
 
 
 
September 30, 2012
(unaudited)
 
 
December 31,
2011
 
Intangible assets
 
$
25,664,015
 
 
$
21,429,488
 
Accumulated amortization
 
 
(4,574,354
)
 
 
(2,809,972
)
Intangible assets, net
 
$
21,089,661
 
 
$
18,619,516
 
 
BioTime amortizes its intangible assets over an estimated period of 10 years on a straight line basis.  BioTime recognized $1,764,382 and $1,626,476 in amortization expense of intangible assets during the nine months ended September 30, 2012 and 2011, respectively.
 
 
9

 
 
5. Accounts Payable and Accrued Liabilities
 
At September 30, 2012 and December 31, 2011, accounts payable and accrued liabilities consisted of the following:
 
 
 
September 30, 2012
(unaudited)
 
 
December 31,
2011
 
Accounts payable
 
$
708,961
 
 
$
1,118,112
 
Accrued bonuses
 
 
 
 
 
583,620
 
Other accrued liabilities
 
 
1,453,429
 
 
 
979,379
 
 
 
$
2,162,390
 
 
$
2,681,111
 
 
The increase in other accrued liabilities is largely attributed to higher accrual of $1,220,878 for estimated expenses incurred but not yet billed compared to $977,958 at December 31, 2011.  Also, included is $140,089 distributable to former XenneX, Inc. shareholders assumed as part of the merger of XenneX into LifeMap during May 2012.  See Note 8.
 
6. Royalty Obligation and Deferred License Fees
 
BioTime amortizes deferred license fees over the estimated useful lives of the licensed technologies or licensed research products.  BioTime is applying a 10 year estimated useful life to the technologies and products that it is currently licensing.  The estimation of the useful life of any technology or product involves a significant degree of inherent uncertainty, since the outcome of research and development or the commercial life of a new product cannot be known with certainty at the time that the right to use the technology or product is acquired.  BioTime will review its amortization schedules for impairments that might occur earlier than the original expected useful lives.
 
On January 3, 2008, BioTime entered into a Commercial License and Option Agreement with Wisconsin Alumni Research Foundation (“WARF”).  The WARF license permits BioTime to use certain patented and patent pending technology belonging to WARF, as well as certain stem cell materials, for research and development purposes, and for the production and marketing of products used as research tools, including in drug discovery and development.  BioTime or ReCyte Therapeutics will pay WARF royalties on the sale of products and services using the technology or stem cells licensed from WARF.  The royalty will range from 2% to 4%, depending on the kind of products sold.  The royalty rate is subject to certain reductions if BioTime also becomes obligated to pay royalties to a third party in order to sell a product.  BioTime paid licensing fees, totaling $295,000 in cash and BioTime stock, and reimbursed WARF for certain costs associated with preparing, filing, and maintaining the licensed patents.  In addition, BioTime pays WARF $25,000 annually as a license maintenance fee.  The licensing fees less the amortized portion were included in deferred license fees in BioTime’s condensed consolidated balance sheet as of September 30, 2012 and December 31, 2011.
 
On June 24, 2008, BioTime, along with its subsidiary, ReCyte Therapeutics, entered into a Product Production and Distribution Agreement with Lifeline Cell Technology, LLC for the production and marketing of human embryonic progenitor cells (“hEPC”) or hEPC lines, and products derived from those hEPCs.  The products developed under the agreement with Lifeline will be produced and sold for research purposes such as drug discovery and drug development uses.  ReCyte Therapeutics paid Lifeline $250,000, included in the advanced license fee and other fees, to facilitate their product production and marketing efforts.  BioTime will be entitled to recover that amount from the share of product sale proceeds that otherwise would have been allocated to Lifeline.
 
On July 10, 2008, ReCyte Therapeutics entered into a License Agreement with Advanced Cell Technology, Inc. (“ACT”), under which ReCyte Therapeutics acquired exclusive worldwide rights to use ACT’s “ACTCellerate” technology for methods to accelerate the isolation of novel cell strains from pluripotent stem cells.  ReCyte Therapeutics paid ACT a $250,000 license fee and will pay 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.  The license will expire in twenty years or upon the expiration of the last to expire of the licensed patents, whichever is later. The $250,000 license fee less the amortized portion is included in deferred license fees in BioTime’s condensed consolidated balance sheet as of September 30, 2012 and December 31, 2011.
 
On August 15, 2008, ReCyte Therapeutics entered into a License Agreement and a Sublicense Agreement with ACT under which ReCyte Therapeutics acquired world-wide rights to use an array of ACT technology (the “ACT License”) and technology licensed by ACT from affiliates of Kirin Pharma Company, Limited (the “Kirin Sublicense”).  The ACT License and Kirin Sublicense permit the commercialization of products in human therapeutic and diagnostic product markets.

 
10

 
 
The technology licensed by ReCyte Therapeutics covers methods to transform cells of the human body, such as skin cells, into an embryonic state in which the cells will be pluripotent.  Under the ACT License, ReCyte Therapeutics paid ACT a $200,000 license fee and will pay a 5% royalty on sales of products, services, and processes that utilize the licensed ACT technology, and 20% of any fees or other payments (other than equity investments, research and development costs, loans and royalties) received by ReCyte Therapeutics from sublicensing the ACT technology to third parties.  Once a total of $600,000 of royalties has been paid, no further royalties will be due.  The license will expire in twenty years or upon the expiration of the last-to-expire of the licensed patents, whichever is later.  The $200,000 license fee payment less the amortized portion is included in deferred license fees in BioTime’s condensed consolidated balance sheet as of September 30, 2012 and December 31, 2011.
 
Under the Kirin Sublicense, ReCyte Therapeutics has paid ACT a $50,000 license fee and will pay a 3.5% royalty on sales of products, services, and processes that utilize the licensed ACT technology, and 20% of any fees or other payments (other than equity investments, research and development costs, loans and royalties) received by ReCyte Therapeutics from sublicensing the Kirin Technology to third parties.  ReCyte Therapeutics will also pay to ACT or to an affiliate of Kirin Pharma Company, Limited (“Kirin”), annually, the amount, if any, by which royalties payable by ACT under its license agreement with Kirin are less than the $50,000 annual minimum royalty due.  Those payments by ReCyte Therapeutics will be credited against other royalties payable to ACT under the Kirin Sublicense.  The license will expire upon the expiration of the last to expire of the licensed patents, or May 9, 2016 if no patents are issued.  The $50,000 license fee payment less the amortized portion is included in deferred license fees in BioTime’s condensed consolidated balance sheet as of September 30, 2012 and December 31, 2011.
 
On February 29, 2009, ReCyte Therapeutics entered into a Stem Cell Agreement with Reproductive Genetics Institute (“RGI”).  In partial consideration of the rights and licenses granted to ReCyte Therapeutics by RGI, BioTime issued to RGI 32,259 common shares, having a market value of $50,000 on the effective date of the Stem Cell Agreement.  This $50,000 payment less the amortized portion is included in deferred license fees in BioTime’s condensed consolidated balance sheet as of September 30, 2012 and December 31, 2011.
 
Through BioTime’s acquisition of the assets of Cell Targeting, Inc. during March 2011, BioTime acquired a royalty-bearing, exclusive, worldwide license from the Sanford-Burnham Medical Research Institute (“SBMRI”) to use certain patents pertaining to homing peptides for preclinical research investigations of cell therapy treatments, and to enhance cell therapy products for the treatment and prevention of disease and injury in conjunction with BioTime’s own proprietary technology or that of a third party.  BioTime assigned the SBMRI license to OncoCyte during July 2011.  OncoCyte will pay SBMRI a royalty of 4% on the sale of pharmaceutical products, and 10% on the sale of any research-use products that OncoCyte develops using or incorporating the licensed technology; and 20% of any payments OncoCyte receives for sublicensing the patents to third parties.  The royalties payable to SBMRI may be reduced by 50% if royalties or other fees must be paid to third parties in connection with the sale of any products.  An annual license maintenance fee is payable each year during the term of the license, and after commercial sales of royalty bearing products commence, the annual fee will be credited towards OncoCyte's royalty payment obligations for the applicable year.  OncoCyte will reimburse SBMRI for 25% of the costs incurred in filing, prosecuting, and maintaining patent protection, subject to OncoCyte’s approval of the costs.  OncoCyte incurred no royalty expenses during the year.
 
Cell Cure Neurosciences has entered into an Amended and Restated Research and License Agreement with Hadasit Medical Research Services and Development, Ltd. (“Hadasit”) under which Cell Cure Neurosciences received an exclusive license to use certain of Hadasit’s patented technologies for the development and commercialization for hES cell-derived cell replacement therapies for retinal degenerative diseases.  Cell Cure Neurosciences paid Hadasit 249,058 New Israeli Shekels as a reimbursement for patent expenses incurred by Hadasit, and pays Hadasit quarterly fees for research and product development services under a related Product Development Agreement.
 
If Teva Pharmaceutical Industries Ltd. (“Teva”) exercises its option to license OpRegen™ or OpRegen-Plus™ under the terms of a Research and Exclusive License Option Agreement (the “Teva License Option Agreement”), Cell Cure Neurosciences will pay Hadasit 30% of all payments made by Teva to Cell Cure Neurosciences, other than payments for research, reimbursements of patent expenses, loans or equity investments.
 
If Teva does not exercise its option and Cell Cure Neurosciences instead commercializes OpRegen™ or OpRegen-Plus™ itself or sublicenses the Hadasit patents to a third party for the completion of development or commercialization of OpRegen™ or OpRegen-Plus™, Cell Cure Neurosciences will pay Hadasit a 5% royalty on sales of products that utilize the licensed technology.  Cell Cure Neurosciences will also pay sublicensing fees ranging from 10% to 30% of any payments Cell Cure Neurosciences receives from sublicensing the Hadasit patents to companies other than Teva.  Commencing in January 2017, Hadasit will be entitled to receive an annual minimum royalty payment of $100,000 that will be credited toward the payment of royalties and sublicense fees otherwise payable to Hadasit during the calendar year.  If Cell Cure Neurosciences or a sublicensee other than Teva paid royalties during the previous year, Cell Cure Neurosciences may defer making the minimum royalty payment until December and will be obligated to make the minimum annual payment to the extent that royalties and sublicensing fee payments made during that year are less than $100,000.

 
11

 
 
           If Teva does not exercise its option under the Teva License Option Agreement and instead Cell Cure Neurosciences or a sublicensee other than Teva conducts clinical trials of OpRegen™ or OpRegen-Plus™, Hadasit will be entitled to receive certain payments from Cell Cure Neurosciences upon the first attainment of certain clinical trial milestones in the process of seeking regulatory approval to market a product developed by Cell Cure Neurosciences using the licensed patents.  Hadasit will receive $250,000 upon the enrollment of patients in the first Phase I clinical trial, $250,000 upon the submission of Phase II clinical trial data to a regulatory agency as part of the approval process, and $1 million upon the enrollment of the first patient in the first Phase III clinical trial.
 
BioTime acquired a license from the University of Utah to use certain patents in the production and sale of certain hydrogel products.  Under the License Agreement, BioTime will pay a 3% royalty on sales of products and services performed that utilize the licensed patents.  Commencing in 2013, BioTime will be obligated to pay minimum royalties to the extent that actual royalties on products sales and services utilizing the patents are less than the minimum royalty amount.  The minimum royalty amounts are $15,000 in 2013, $22,500 in 2014, and $30,000 each year thereafter during the term of the License Agreement.  BioTime shall also pay the University of Utah 30% of any sublicense fees or royalties received under any sublicense of the licensed patents.
 
BioTime will pay the University of Utah $5,000 upon the issuance of each of the first five licensed patents issued in the U.S., subject to reduction to $2,500 for any patent that the University has licensed to two or more other licensees for different uses.  BioTime will also pay a $225,000 milestone fee within six months after the first sale of a “tissue engineered product” that utilizes a licensed patent.  A tissue engineered product is defined as living human tissues or cells on a polymer platform, created at a place other than the point-of-care facility, for transplantation into a human patient.
 
On August 23, 2011, BioTime entered into a License Agreement with Cornell University for the worldwide development and commercialization of technology for the differentiation of human embryonic stem cells into vascular endothelial cells.
 
Cornell will be entitled to receive a nominal initial license fee and nominal annual license maintenance fees.  The obligation to pay annual license maintenance fees will end when the first human therapeutic products developed under the license is sold.  BioTime will pay Cornell a milestone payment upon the achievement of a research product sale milestone amount, and will make milestone payments upon the attainment of certain FDA approval milestones for therapeutic products developed under the license, including (i) the first Phase II clinical trial dosing of a human therapeutic product, (ii) the first Phase III clinical trial dosing of a human therapeutic product; (iii) FDA approval of the first human therapeutic product for age-related vascular disease; and (iv) FDA approval of the first human therapeutic product for cancer.
 
BioTime will pay Cornell royalties on the sale of products and services using the license, and will share with Cornell a portion of any cash payments, other than royalties, that BioTime receives for the grant of sublicenses to non-affiliates.  The potential royalty percentage rates to be paid to Cornell will be in the low to mid-single digit range depending on the product.  BioTime will also reimburse Cornell for costs related to the patent applications and any patents that may issue that are covered by the license.
 
In conjunction with the License Agreement, BioTime also entered into a Sponsored Research Agreement under which scientists at Weill Cornell Medical College will engage in certain research for BioTime over a three year period beginning August 2011.
 
In December, 2011, BioTime entered into two agreements with USCN Life Science, Inc. (USCN), a Chinese company.  One agreement is a License Option Agreement that grants BioTime the right, but not the obligation, to license from USCN certain technology and any related patents that may issue, and certain hybridoma cell lines for the purpose of deriving new products and technologies for use in diagnostic procedures and in therapeutics for the treatment of disease, as well as for products intended for research use only. The other Agreement BioTime entered into with USCN is an assay kit Supply Agreement under which BioTime will purchase a wide array of assay kits designed for enzyme-linked immunosorbent assay (ELISA) and chemiluminescent immuno assay (CLIA) directed to the stem cell research community and for research use only.

 
12

 
 
In January 2012, BioTime entered into a License Agreement and a Sponsored Research Agreement with The Wistar Institute in Philadelphia, PA through which it obtained an exclusive license to use technology related to a gene called SP100.  The Wistar Institute will be entitled to receive an initial license fee, annual license maintenance fees, royalties based on the sale of any products BioTime or its subsidiaries may develop and sell using the licensed technology, sublicense fees if it sublicenses the technology to third parties, and a milestone payment upon the attainment of the initial approval of the FDA or other foreign regulatory agency for the marketing of the first product that utilizes the licensed technology.  BioTime also agreed to fund research at The Wistar Institute to advance the technology, and we will receive certain rights to negotiate additional licenses for any technologies invented as a result of the research.
 
During May 2012, LifeMap acquired exclusive, world-wide rights to market the searchable, integrated, databases GeneCards,® PanDaTox, and MalaCards under licenses from Yeda Research and Development Company Ltd (“Yeda”), the Technology Transfer Company of the Weizmann Institute of Science in Israel.  LifeMap will pay Yeda a portion of the gross revenues received from subscriptions to use the licensed databases and from advertising on the databases, which will be allocated between Yeda as royalties and the Weismann Institute of Sciences as payments for research and development services.
 
Cell Cure Neurosciences has received research and development grants from the OCS.  Under the terms of those grants, Cell Cure Neurosciences will pay royalties to the OCS on revenues received from products developed with grant funds, until the total royalties paid total the amount of the grants plus interest at a LIBOR-based interest rate.  The applicable royalty rate is 3.5%.
 
7. Equity
 
Warrants
 
BioTime has issued warrants to purchase its common shares as payments for services and in connection to certain business acquisitions.  At September 30, 2012, 556,613 warrants to purchase common shares with an exercise price of $10.00 and a weighted average remaining contractual life of 1.57 years were outstanding.
 
Preferred Shares
 
BioTime is authorized to issue 1,000,000 shares of preferred stock.  The preferred shares may be issued in one or more series as the board of directors may by resolution determine.  The board of directors is authorized to fix the number of shares of any series of preferred shares and to determine or alter the rights, references, privileges, and restrictions granted to or imposed on the preferred shares as a class, or upon any wholly unissued series of any preferred shares.  The board of directors may, by resolution, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series of preferred shares subsequent to the issue of shares of that series.
 
As of September 30, 2012, BioTime has no issued and outstanding preferred shares.
 
Common Shares
 
BioTime is authorized to issue 75,000,000 common shares with no par value.  As of September 30, 2012, BioTime had 50,868,932 issued and 49,162,758 outstanding common shares.  The difference of 1,706,174 is attributed to treasury shares held by BioTime subsidiaries which are accounted for as treasury stock on the consolidated balance sheet.
 
During the three and nine months ended September 30, 2012, there were 78,541 and 98,541 options exercised at a weighted average exercise price of $3.46 and $2.91, respectively.
 
During the nine months ended September 30, 2012 and 2011, BioTime recognized stock-based compensation expenses of $1,441,135 and $1,255,911, respectively, due to stock options granted to employees and directors.  During the nine months ended September 30, 2012 and 2011, BioTime granted 280,000 and 301,593 options, respectively, under its 2002 Stock Option Plan.  During the nine months ended September 30, 2012 and 2011, 98,229 and 11,876 options were forfeited, respectively.

On August 24, 2012, we entered into a Controlled Equity Offering SM sales agreement with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which we may offer and sell up to $25 million of our common shares, from time to time through Cantor acting as our sales agent.  The offer and sale of our shares through Cantor has been registered pursuant to registration statement filed under the Securities Act of 1933, as amended.  The offering pursuant to the sales agreement will terminate upon the sale of all shares subject to the sales agreement or the earlier termination of the sales agreement as permitted by its terms.  There is no assurance that we will be able to sell any common shares through the offering at prices acceptable to us.

 
13

 
 
Under the sales agreement, Cantor may sell shares of our common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the SEC Securities Act of 1933, as amended, including, but not limited to, sales made directly on NYSE MKT, on any other existing trading market for our common stock or to or through a market maker.  Cantor may also sell our shares under the sales agreement by any other method permitted by law, including in privately negotiated transactions.  Cantor has agreed in the sales agreement to use its commercially reasonable efforts to sell shares in accordance with our instructions (including any price, time or size limit or other customary parameters or conditions we may impose).

8. Merger with XenneX, Inc.
 
On May 18, 2012, BioTime completed the acquisition of XenneX, Inc. (“XenneX”) through a merger of XenneX into LifeMap.  Through the merger, XenneX stockholders received, in the aggregate, 1,362,589 shares of LifeMap common stock, which represented approximately 13.7% of the LifeMap common stock outstanding upon the closing of the transaction.  XenneX shareholders also received approximately 448,429 BioTime common shares as part of the transaction.  Through the merger, LifeMap acquired all of XenneX's assets, including cash, accounts receivables, prepaid assets, licenses, and assumed XenneX’s obligations, which at May 18, 2012 totaled approximately $572,826 and primarily consisted of trade payables, deferred subscription revenues, and distributions due to former XenneX shareholders.
 
The merger is being accounted for under the acquisition method of accounting.  In accordance with ASC 805, the total purchase consideration is allocated to the net tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values as of May 18, 2012.  BioTime amortizes intangibles over their useful lives, which BioTime estimates to be 10 years.  In accordance with ASC 805, BioTime does not amortize goodwill.  The purchase price was allocated using the information currently available, and may be adjusted after obtaining more information regarding, among other things, asset valuations, liabilities assumed, and revisions of preliminary estimates.
 
The total purchase price of $4,265,205 is being allocated as indicated:
 
Components of the purchase price:
 
 
 
BioTime common shares
 
$
1,802,684
 
LifeMap common shares
 
 
2,462,521
 
Total purchase price
 
$
4,265,205
 
 
 
 
 
 
Preliminary allocation of purchase price:
 
 
 
 
Assets acquired and liabilities assumed:
 
 
 
 
Cash
 
$
292,387
 
Other current assets
 
 
311,118
 
Intangible assets
 
 
4,234,526
 
Current liabilities
 
 
(294,572
)
Cash distributable to sellers
 
 
(278,254
)
Net assets acquired
 
$
4,265,205
 
 
The fair value of the BioTime shares issued was $4.02, the closing price as reported on the NYSE Amex on May 18, 2012, the date the merger was finalized.  The fair value of the LifeMap shares issued was $1.75 as determined by negotiation between BioTime, LifeMap and XenneX and its stockholders and is consistent with an internal valuation analysis completed by BioTime.
 
9. Share Exchange and Contribution Agreement

On July 24, 2012, LifeMap entered into a Share Exchange and Contribution Agreement (the “LifeMap Agreement”) with Alfred D. Kingsley and a company that he controls, Greenway Partners, L.P., pursuant to which Mr. Kingsley and Greenway agreed to contribute to LifeMap, in the aggregate, BioTime common shares having an aggregate value of not less than $2,000,000 and not more than $3,000,000, determined as provided in the LifeMap Agreement, in exchange for shares of LifeMap common stock at an initial price of $1.75 per LifeMap share.

 
14

 
 
Under the LifeMap Agreement, Mr. Kingsley and Greenway contributed 420,000 BioTime shares to LifeMap and received in exchange 1,143,864 shares of LifeMap common stock.  The number of shares of LifeMap common stock issued in exchange for the BioTime shares was determined by multiplying the number of BioTime shares contributed by $4.7661, the highest weighted average closing price per share on the NYSE MKT for any ten trading days during the period from July 1, 2012 through July 31, 2012, and dividing that amount by $1.75, which was the Exchange Price per share of LifeMap common stock.  The Exchange Price per share of LifeMap common stock may be reduced, and additional shares of LifeMap common stock may be issued in exchange for the BioTime shares received by LifeMap, if LifeMap sells shares of its common stock or other securities exercisable or exchangeable for, or convertible into, its common stock for a price per share of common stock lower than $1.75, other than pursuant to options granted under LifeMap’s stock option plan, on or before December 31, 2012.  As a result of this investment, our ownership dropped from 86.3% to $77.1% as of July 30, 2012.  As of September 30, 2012, the 420,000 BioTime shares held by LifeMap are presented as treasury stock at a cost of $2,001,762.

In accordance with the License and Research Assignment Agreement dated May 14, 2012 between Yeda Research and Development Company, Ltd (“Yeda”) and BioTime in connection with the merger of XenneX, Inc. and LifeMap in May 2012, if additional LifeMap shares up to $3,000,000 are issued, LifeMap will issue shares to Yeda in order to maintain their 3.75% ownership in the issued and outstanding LifeMap shares on a fully diluted basis.  As a result of the $2,001,762 investment in LifeMap aforementioned, LifeMap issued Yeda 44,566 LifeMap common stock with an estimated fair value of $78,000.
 
Mr. Kingsley and Greenway have agreed to contribute additional BioTime Shares to LifeMap so that the total number of BioTime shares so contributed will have a total value of not more than $3,000,000.  The additional BioTime Shares so contributed will be valued as of November 30, 2012 at the highest weighted average closing price per share on the NYSE MKT for any ten trading days during the period from August 1, 2012 through November 30, 2012.
 
Our ownership interest in LifeMap will be further reduced from 77.1% to approximately 73.2% as a result of the exchange of BioTime shares for LifeMap common stock by Mr. Kingsley and Greenway, assuming that LifeMap does not issue any additional shares of its common stock.
 
We have registered the BioTime Shares received by LifeMap for resale under the Securities Act of 1933, as amended.

10. Unaudited Pro Forma Interim Financial Information – Nine Months Ended September 30, 2012 and 2011
 
The following unaudited pro forma information gives effect to the acquisition of Cell Targeting Inc., Glycosan BioSystems, Inc. (which occurred in 2011), and XenneX as if the acquisition took place on January 1, 2011.  The pro forma information does not necessarily reflect the results of operations that would have occurred had the entities been a single company during the periods presented.
 
 
 
Nine Months Ended September 30,
 
 
 
2012
 
 
2011
 
 
 
(Unaudited)
 
 
(Unaudited)
 
Revenues, net
 
$
2,984,436
 
 
$
3,285,531
 
 
 
 
 
 
 
 
 
 
Net loss available to common shareholders
 
$
(15,288,233
)
 
$
(11,031,976
)
 
 
 
 
 
 
 
 
 
Net loss per common share – basic and diluted
 
$
(0.31
)
 
$
(0.23
)
 
 11. Subsequent Events
 
Subsequent events – These condensed consolidated financial statements were approved by management and the Board of Directors, and were issued on November 5, 2012.  Subsequent events have been evaluated through that date.
 
On November 1, 2012, BioTime entered into a Share Purchase Agreement with our subsidiary Cell Cure Neurosciences Ltd. (“Cell Cure Neurosciences”), an Israeli company, pursuant to which we agreed to purchase 87,456 Cell Cure Neurosciences ordinary shares in exchange for 906,735 of our common shares.  As a result of the share purchase, we will own, directly and through our wholly-owned subsidiary ES Cell International Pte. Ltd., approximately 62.6% of the outstanding ordinary shares of Cell Cure Neurosciences.

 
15

 
 
The number of common shares we will issue to acquire the Cell Cure Neurosciences shares was based upon an average market price of $3.86 per BioTime common share determined on the basis of the ten actual trading days prior to November 1, 2012 (it is noted that the NYSE MKT was closed on October 29th and 30th due to adverse weather conditions).  Under the Share Purchase Agreement, we may be required to issue additional common shares to Cell Cure Neurosciences, or Cell Cure Neurosciences may be required to issue additional Cell Cure Neurosciences ordinary shares to us, depending upon whether the market value of BioTime common shares increases or decreases by more than 15%, based upon the average closing price for the ten trading days commencing on May 1, 2013.  If the market value of BioTime common shares declines by more than 15% then we will issue an additional number of shares required to make the value of the total number of common shares we issued equal to $3.5 million, less the initial $3.86 market price multiplied by any BioTime common shares sold by Cell Cure Neurosciences prior to that date, and subject to a maximum 33% increase in the number of BioTime shares issued.  Conversely, if the value of BioTime shares increases by more than 15% as of such date, Cell Cure Neurosciences will be required to issue to us a number of additional Cell Cure Neurosciences ordinary shares sufficient to bring the value of the Cell Cure shares Neurosciences issued to us under the Share Purchase Agreement to the value of the BioTime common shares we issued, also determined on the basis of a ten day trading period commencing on May 1, 2013, but subject to a 33% maximum increase in the number of Cell Cure Neurosciences shares issued.

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 our condensed consolidated financial statements for the three and nine months ended September 30, 2012 and 2011, and highlight certain other information which, in the opinion of management, will enhance a reader's understanding of our financial condition, changes in financial condition and results of operations.  In particular, the discussion is intended to provide an analysis of significant trends and material changes in our financial position and the operating results of our business during the quarter ended September 30, 2012 as compared to the quarter ended September 30, 2011.  This discussion should be read in conjunction with our Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2012 and 2011  and related notes included elsewhere in this Quarterly Report on Form 10-Q.  These historical financial statements may not be indicative of our 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 "Item 1A. 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.  Products made from these “pluripotent” stem cells are being developed by us and our subsidiaries, each of which concentrates on different medical specialties, including: neuroscience, oncology, orthopedics, and blood and vascular diseases. Our commercial strategy is heavily focused on near-term commercial opportunities including our current line of research products such as the online database products marketed by our subsidiary LifeMap Sciences, Inc., ACTCellerate™ cell lines and associated ESpan™ culture media, HyStem® hydrogels, human embryonic stem cell lines, and royalties from Hextend®.  Potential near term therapeutic product opportunities include Renevia™ (formerly known as HyStem®-Rx) as a cell delivery device expected to launch in Europe in 2013, and the launch of PanC-Dx™ as a novel blood-based cancer screen, expected by 2014 in Europe.  Our long-term strategic focus is to provide regenerative therapies for age-related degenerative 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 like young hES-like cells.  These 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.  Regenerative medicine represents a revolution in the field of biotechnology with the promise of providing therapies for diseases previously considered incurable.

 
16

 
 
Our commercial efforts in regenerative medicine include the development and sale of products designed for research applications in the near term as well as products designed for diagnostic and therapeutic applications in the medium and long term.  We offer advanced human stem cell products and technology that can be used by researchers at universities and at companies in the bioscience and biopharmaceutical industries.
 
Our subsidiary LifeMap Sciences, Inc. (“LifeMap”) markets GeneCards®, the leading human gene database, and is developing an integrated database suite to complement GeneCards® that will also include the LifeMap™ database of embryonic development, stem cell research and regenerative medicine, and MalaCards, the human disease database.  LifeMap will also market PanDaTox, a database that can be used to identify genes and intergenic regions that are unclonable in E. coli, to aid in the discovery of new antibiotics and biotechnologically beneficial functional genes.
 
We have developed research and clinical grade hES cell lines that we market for both basic research and therapeutic product development.  Our subsidiary, ES Cell International Pte. Ltd. (“ESI”), has developed six hES cell lines that are among the best characterized and documented cell lines available today.  Developed using current Good Manufacturing Practices (“cGMP”) that facilitate transition into the clinic, these hES cell lines are extensively characterized and five of the six cell lines currently have documented and publicly-available genomic sequences.  The ESI hES cell lines are now included in the Stem Cell Registry of the National Institutes of Health (“NIH”), making them eligible for use in federally funded research, and all are available for purchase through www.biotimeinc.com.  We also market human embryonic progenitor cell (“hEPCs”) developed using ACTCellerate™ technology.  These hEPCs are purified lineages of cells that are intermediate in the developmental process between embryonic stem cells and fully differentiated cells.  We expect that hEPCs will simplify the scalable manufacture of highly purified and identified cell types and will possess the ability to become a wide array of cell types with potential applications in research, drug discovery, and human regenerative stem cell therapies.  The ACTCellerate™ cell lines are also available for purchase through www.biotimeinc.com.
 
Research products can be marketed without regulatory or other governmental approval, and thus offer relatively near-term business opportunities, especially when compared to therapeutic products.  The medical devices that we and our subsidiaries are developing will require regulatory approval for marketing, but the clinical trial and approval process for medical devices is often faster and less expensive than the process for the approval of new drugs and biological therapeutics.  Our current and near-term product opportunities, combined with expected long-term revenues from the potentially very large revenue cell-based therapeutic products under development at our subsidiaries, provide us with a balanced commercial strategy.  The value of this balance is apparent in the commercial field of regenerative medicine as competitors whose sole focus is on long-term therapeutic products have found it challenging to raise the requisite capital to fund clinical development.
 
Our HyStem® hydrogel product line is one of the components in our near-term revenue strategy.  HyStem® is a patented biomaterial that mimics the human extracellular matrix, which is the network of molecules surrounding cells in organs and tissues that is essential to cellular function.  Many tissue engineering and regenerative cell-based therapies will require the delivery of therapeutic cells in a matrix or scaffold to sustain cell survival after transplantation and to maintain proper cellular function.  HyStem® is a unique hydrogel that has been shown to support cellular attachment and proliferation in vivo and is currently being used by researchers at a number of leading medical schools in pre-clinical studies of stem cell therapies to facilitate wound healing, for the treatment of ischemic stroke, brain cancer, vocal fold scarring, and for myocardial infarct repair.  Our HyStem® hydrogels may have other applications when combined with the diverse and scalable cell types our scientists have isolated from hES cells.
 
Renevia (formerly known as HyStem®-Rx) is a clinical grade formulation of HyStem®-C, a biocompatible, implantable hyaluronan and collagen-based matrix for cell delivery in human clinical applications.  As an injectable product, Renevia™ may address an immediate need in cosmetic and reconstructive surgeries and other procedures by improving the process of transplanting adipose derived cells, mesenchymal stem cells, or other adult stem cells.  We will need to obtain approval by the U.S. Food and Drug Administration (“FDA”) and comparable regulatory agencies in foreign countries in order to market Renevia™ as a medical device.  Our goal is to initiate clinical trials in the European Union by early 2013 for CE marking.
 
Our subsidiary, OncoCyte Corporation, is developing PanC-Dx™, a novel non-invasive blood-based cancer screening test designed to detect the presence of various human cancers, including cancers of the breast, lung, bladder, uterus, stomach, and colon, during routine check-ups.  We intend to initially seek regulatory approval to market PanC-Dx™ in Europe before seeking regulatory approvals required to market the product in the U.S. and other countries.

 
17

 
 
We have organized several subsidiaries to undertake our cell replacement therapeutic programs, diagnostic product programs, and our research product programs. We will partly or wholly fund these subsidiaries, recruit their management teams, assist them in acquiring technology, and provide general guidance for building the subsidiary companies. We may license patents and technology to the subsidiaries that we do not wholly own under agreements that will entitle us to receive royalty payments from the commercialization of products or technology developed by the subsidiaries.
 
The following table shows our subsidiaries, their respective principal fields of business, our percentage ownership, and the country where their principal business is located:
 
Subsidiary
Field of Business
BioTime
Ownership
Country
ES Cell International Pte. Ltd.
Stem cell products for research, including clinical grade cell lines produced under cGMP
100%
Singapore
OncoCyte Corporation
Diagnosis and treatment of cancer
75.3%
USA
OrthoCyte Corporation
Orthopedic diseases, including osteoarthritis
100%
USA
Cell Cure Neurosciences Ltd.
Age-related macular degeneration
 
Multiple sclerosis
 
Parkinson’s disease
53.6% (1)
Israel
ReCyte Therapeutics, Inc.
(formerly Embryome Sciences, Inc.)
Blood and vascular diseases including coronary artery disease
 
Endothelial progenitor cells and iPS cell banking
95.15%
USA
BioTime Asia, Limited
Ophthalmologic, skin, musculo-skeletal system, and hematologic diseases for Asian markets.
 
Stem cell products for research
81%
Hong Kong
LifeMap Sciences, Inc.
Searchable online databases for research in the fields of biotechnology, pharmaceutical development, and life sciences
77.1% (2)
USA
LifeMap Sciences, Ltd.
Development of the LifeMap database and therapeutics discovery activities
(3)
Israel
BioTime Acquisition Corporation
Explore opportunities to acquire assets and businesses in the field of stem cells and regenerative medicine
96.7%
USA

 
(1)
Cell Cure Neurosciences has agreed to issue additional ordinary shares to BioTime in exchange for BioTime common shares which will increase BioTime’s ownership, directly and through ESI, to approximately 62.6%.  See Note 11 to the Condensed Consolidated Interim Financial Statements.
 
(2)
LifeMap Sciences, Inc. has agreed to issue additional shares of its common stock to certain investors which will reduce BioTime’s ownership 73.2%.  See Note 9 to the Condensed Consolidated Interim Financial Statements.
 
(3)
LifeMap Sciences, Ltd. is a wholly-owned subsidiary of LifeMap Sciences, Inc.
 
Initially, we developed blood plasma volume expanders and related technology for use in surgery, emergency trauma treatment, and other applications. Our lead blood plasma expander product, Hextend®, is a physiologically balanced intravenous solution used in the treatment of hypovolemia, a condition caused by low blood volume, often from blood loss during surgery or injury.  Hextend® maintains circulatory system fluid volume and blood pressure, and keeps vital organs perfused during surgery and trauma care.  Hextend® is manufactured and distributed in the U.S. by Hospira, Inc., and in South Korea by CJ CheilJedang Corporation (“CJ”), under license from us.
 
Additional Information
 
HyStem®,  Hextend®, and PentaLyte®, are registered trademarks of BioTime, Inc., and Renevia™, ESpan™, and ESpy® are trademarks of BioTime, Inc. ReCyte™ is a trademark of ReCyte Therapeutics, Inc. ACTCellerate™ is a trademark licensed to us by Advanced Cell Technology, Inc. PanC-Dx™ is a trademark of OncoCyte Corporation.
 
We were incorporated in 1990 in the state of California.  Our principal executive offices are located at 1301 Harbor Bay Parkway, Alameda, California 94502.  Our telephone number is (510) 521-3390.
 
 
18

 
 
Stem Cells, Databases, and Products for Regenerative Medicine Research
 
We now offer 96 ACTCellerate™ hEPC lines, and six hES cell lines developed under cGMP by our subsidiary ESI for sale, and hES cell lines carrying inherited genetic diseases.   We offer our research products for sale through our website www.biotimeinc.com, and we anticipate adding additional cell lines and related ESpan™ growth media and differentiation kits over time.  The hES cell lines developed by ESI are included in the NIH Stem Cell Registry, making them eligible for use in federally funded research, and five of the six cell lines currently have documented and publicly-available genomic sequences.  We plan to make LifeMap our principal marketing subsidiary for these research products.  LifeMap currently markets GeneCards®, the leading human gene database, and is developing an integrated database suite to complement GeneCards® that will also include the LifeMap™ database of embryonic development, stem cell research and regenerative medicine, and MalaCards, the human disease database.  LifeMap also plans to market PanDaTox, a database that can be used to identify genes and intergenic regions that are unclonable in E. coli, to aid in the discovery of new antibiotics and biotechnologically beneficial functional genes.  LifeMap will utilize its databases as part of its online marketing strategy for our research products to reach life sciences researchers at biotech and pharmaceutical companies and at academic institutions and research hospitals worldwide.    Millipore Corporation also is an authorized distributor of certain ACTCellerate™ hEPC lines and related ESpan™ growth media.

Plasma Volume Expander Products
 
Royalties and licensing fees related to our plasma volume expander products, primarily Hextend®, comprise a significant part of our operating revenues.  Hextend® has become the standard plasma volume expander at a number of prominent teaching hospitals and leading medical centers and is part of the Tactical Combat Casualty Care protocol of the U.S. Armed Forces.
 
Under our license agreements, Hospira and CJ will report sales of Hextend® and pay us the royalties and license fees due on account of such sales after the end of each calendar quarter.  We recognize revenues in the quarter in which the sales report is received, rather than the quarter in which the sales took place.
 
Based on sales of Hextend® that occurred during the third quarter of 2012, we expect to receive royalties of $109,670 from Hospira and have received $24,209 from CJ during the fourth quarter of 2012.  Total royalties of $133,879 for the quarter decreased by $51,825 or 28% from royalties of $185,704 received during the same period last year.  These royalties will be reflected in our financial statements in the fourth quarter of 2012.
 
Research and Development Programs in Regenerative Medicine and Stem Cell Research
 
We entered the fields of stem cell research and regenerative medicine during October 2007.  From that time through 2009, our activities in those fields included acquiring rights to market stem cell lines, pursuing patents, planning future products and research programs, applying for research grants, identifying the characteristics of various acquired progenitor and stem cell lines, negotiating a product distribution agreement, organizing new subsidiaries to address particular fields of product development, and planning and launching our first product development programs.
 
 
19

 
 
The following table summarizes the most significant achievements in our primary research and development programs in stem cell research and regenerative medicine.
 
Company
Program
Status
BioTime(1) and ESI
ACTCellerate™ cell lines/growth media/reagent kits for stem cell research
 
GMP hES cell lines
Nearly 300 products for stem cell research are now being offered, including ACTCellerate™ hEPCs, ESpan™ cell line optimal growth media, and reagent cell differentiation kits.  We plan to add additional cell lines, growth media, and differentiation kits with characterization of new hEPCs
 
ESI has developed and offers for sale GMP hES cell lines for research purposes.  Six ESI hES cell lines have been approved by the NIH for use in federally funded research.
BioTime(1)
CIRM-funded research project addressing the need for industrial-scale production of purified therapeutic cells (2)
Conducted long-term stability studies of hEPCs using commercial-type culture processes to demonstrate phenotypic stability and genotypic stability during culture expansion.
 
Attempting to define a molecular signature of cell surface markers that would be unique to a given hEPC cell line to permit development of reagents to those markers that can be used to purify the target hEPCs intended for therapy.
 
Mapping cell surface protein expression directly on hEPCs using large collections of commercially available antibodies and have begun testing those antibodies as affinity reagents for purifying target hEPCs.
 
Identifying peptide reagents that show specificity for cell surface targets on hEPCs and could thus be used directly as affinity reagents.
BioTime(1) and OrthoCyte (4)
Biocompatible hydrogels that mimic the human extracellular matrix
Demonstrated that those cell lines can be combined with BioTime's Renevia™ matrices to formulate a combination product for treating cartilage deficits.
 
Developed Extralink®, PEGgel™, and HyStem® hydrogel products for basic laboratory research use
 
Conducted pre-clinical development of Renevia™ as an implantable cell delivery device
 
Conducted toxicology studies of Renevia™ in the brains of laboratory mice.  Results show no difference in reactive astrocytes, macrophages/microglia, neuronal number or blood vessel structure between saline controls and Renevia™.  There was no evidence of granulomata or foreign body reaction around either saline or Renevia™ injection sites.
 
Two U.S. patents issued on hydrogels
OncoCyte (3)
Vascular endothelial cells that can be engineered to deliver a toxic payload to the developing blood vessels of a tumor
 
Developed a derivation protocol that can reproducibly produce populations of endothelial cells with levels of purity and efficiency above those reported in the published literature.
 
Established broad range of support assays to monitor and measure vascular endothelial cell differentiation process.
 
Initiated in vivo experiments monitoring incorporation of endothelial cells into developing mouse vasculature and into the developing vasculature of human tumor xenografts.
 
Completed initial development of a toxic payload transgene system which can be induced at the site of tumors to destroy cancer cells.
 
Genetic markers for cancer diagnosis
Demonstrated that many of the same genes associated with the normal growth of embryonic stem cells are abnormally reactivated by cancer cells.  Based on this finding, and utilizing its proprietary algorithms, OncoCyte has discovered and filed patent applications on over 100 novel cancer-associated genes.
 
Initiated development of PanC-DX™, a novel blood-based diagnostic screening test designed to detect the presence of multiple cancer types with superior accuracy
 
 
20

 
 
Company
Program
Status
OrthoCyte (4)
Cartilage repair using embryonic progenitor cells
Identified several cell lines that displayed molecular markers consistent with the production of definitive human cartilage.
 
Confirmed chondrogenic potential in joint defects in rat models of osteoarthritis.
ReCyte Therapeutics
Therapeutic products for cardiovascular and blood diseases utilizing its proprietary ReCyte™ iPS technology.
Evaluating effects of telomere length on growth potential of iPS cells and iPS-derived progenitor lines.
 
Through BioTime, formed a collaboration with researchers at Cornell Weill Medical College to derive clinical vascular endothelium for the treatment of age-related vascular disease.
 
Demonstrated the feasibility of producing highly purified product using ACTCellerate™ technology.
BioTime
Hextend® – Blood plasma volume expanders
Hextend® is currently marketed to hospitals and physicians in the USA and Korea. Activities include complying with all regulatory requirements and promotional activities.
BioTime Asia
Distributing ACTCellerate™ hEPC lines growth media and reagents
Initial sales of cell lines, growth media, and differentiation kits, to customers in Asia.
Cell Cure
Neurosciences (5)
OpRegen™ and OpRegen-Plus™ for treatment of age related macular degeneration
Conducted animal model studies to establish proof of concept.
 
Developed directed differentiation as efficient method for short culture period to produce a supply of retinal pigment epithelial cells.
 
Granted Teva Pharmaceutical Industries, Ltd. an option to complete clinical development of, and to manufacture, distribute, and sell, OpRegen™ and OpRegen-Plus™.
LifeMap (6)
Online, searchable databases
Marketing searchable, integrated, database products, including:
·      GeneCards®, a database of human genes that provides concise genomic, transcriptomic, genetic, proteomic, functional and disease related information, on all known and predicted human genes;
·      MalaCards, a database of human diseases that is based on the GeneCards® platform and contains computerized “cards” classifying information relating to a wide array of human diseases; and
·      PanDaTox, an innovative, recently developed, searchable database that can aid in the discovery of new antibiotics and biotechnologically beneficial products.
 
Plans to also market
·      LifeMap Discovery™, a database of embryonic development, stem cell research and regenerative medicine; and
·      BioTime research products.
 
 
(1) During late December 2010, our subsidiary, Embryome Sciences, Inc., changed its name to ReCyte Therapeutics, Inc. in conjunction with a change of its business focus to the research and development of therapeutic products to treat blood and vascular diseases and disorders.  Embryome Sciences’ research products business and ACTCellerate™ hEPC research and development projects, including related patent and technology rights, are being assigned to BioTime or other BioTime subsidiaries.  The hydrogel products were acquired in 2011 through the merger of Glycosan into OrthoCyte, but were assigned to BioTime in January 2012.
 
(2) Our CIRM grant that funded this program expired in August 2012.

(3) OncoCyte was organized during October 2009 and received $4,000,000 of initial capital from private investors.
 
(4) OrthoCyte was organized during June 2010.  The hydrogel products were acquired in 2011 through the merger of Glycosan into OrthoCyte, but were assigned to BioTime in January 2012.
 
(5) We acquired our interest in Cell Cure Neurosciences during 2010. Cell Cure Neurosciences received $7,100,000 of additional equity financing during October 2010 from us and two of its other principal shareholders.
 
(6) LifeMap was organized during April 2011 and acquired XenneX, Inc, during May 2012.  Through the acquisition of XenneX, LifeMap acquired licenses to market the GeneCards® and PanDaTox databases.  During May 2012, LifeMap also licensed the right to market the MalaCards database.
 
 
21

 
 
The inherent uncertainties of developing new products for stem cell research and for medical use make it impossible to predict the amount of time and expense that will be required to complete the development and commence commercialization of new products.  There is no assurance that we or any of our subsidiaries will be successful in developing new technologies or stem cell products, or that any technology or products that may be developed will be proven safe and effective for treating diseases in humans, or will be successfully commercialized.  Most of our potential therapeutic products are at a very early stage of preclinical development.  Before any clinical trials can be conducted by us or any of our subsidiaries, the company seeking to conduct the trials would have to compile sufficient laboratory test data substantiating the characteristics and purity of the stem cells, conduct animal studies, and then obtain all necessary regulatory and clinical trial site approvals, after which a team of physicians and statisticians would need to be assembled to perform the trials.  Clinical trials will be costly to undertake and will take years to complete.  See our discussion of the risks inherent in our business and the impact of government regulation on our business in the “Risk Factors” section and “Business” section of this report.
 
We believe each of our operating subsidiaries has sufficient capital to carry out its current research and development plan during 2012.  We may provide additional financing for our subsidiaries, or obtain financing from third parties, based on the following:  our evaluation of progress made in their respective research and development programs, any changes to or the expansion of the scope and focus of their research, and our projection of future costs.  See “Liquidity and Capital Resources” for a discussion of our available capital resources, our potential need for future financing, and possible sources of capital.
 
Research and Development Expenses
 
The following table shows the approximate percentages of our total research and development expenses of $13,323,410 and $9,756,443 allocated to our primary research and development projects during the nine months ended September 30, 2012 and 2011, respectively.
 
 
 
 
Amount
 
 
Percent
Company
Program
 
2012
 
 
2011
 
 
2012
 
 
2011
BioTime, ReCyte Therapeutics,
and ESI
ACTCellerate hEPCs, GMP hES cell lines, and related research products
 
$
2,057,859
 
 
$
2,458,649
 
 
15.4
 
%
 
25.2
%
BioTime
CIRM sponsored ACTCellerate technology
 
$
794,632
 
 
$
1,363,363
 
 
6.0
%
 
14.0
%
BioTime and OrthoCyte(1)
Hydrogel products and HyStem® research
 
$
2,560,964
 
 
$
400,030
 
 
19.2
%
 
4.1
%
OncoCyte
Cancer therapy and diagnostics
 
$
2,252,071
 
 
$
1,663,869
 
 
16.9
%
 
17.0
%
OrthoCyte
Orthopedic therapy
 
$
679,166
 
 
$
650,393
 
 
5.1
%
 
6.7
%
ReCyte Therapeutics
IPS and vascular therapy
 
$
971,572
 
 
$
265,350
 
 
7.3
%
 
2.7
%
BioTime
HyStem®
 
$
266,652
 
 
$
247,571
 
 
2.0
%
 
2.5
%
BioTime Asia
Stem cell products for research
 
$
109,807
 
 
$
145,149
 
 
0.8
%
 
1.5
%
Cell Cure Neurosciences
OpRegen™, OpRegen-Plus™, and neurological disease therapies
 
$
2,409,095
 
 
$
2,283,475
 
 
18.1
%
 
23.4
 
%
LifeMap
Database development
 
$
1,221,592
 
 
$
278,594
 
 
9.2
%
 
2.9
%
 
 
(1)
OrthoCyte transferred its HyStem® product line and related research to BioTime during January 2012.
 
Critical Accounting Policies
 
Revenue recognition – We comply with SEC Staff Accounting Bulletin guidance on revenue recognition.  Royalty revenues consist of product royalty payments.  License fee revenues consist of fees under license agreements and are recognized when earned and reasonably estimable and also include subscription and advertising revenue from our online databases based upon respective subscription or advertising periods.   We recognize revenue in the quarter in which the royalty reports are received rather than the quarter in which the sales took place.  When we are entitled to receive up-front nonrefundable licensing or similar fees pursuant to agreements under which we have no continuing performance obligations, the fees are recognized as revenues when collection is reasonably assured.  When we receive up-front nonrefundable licensing or similar fees pursuant to agreements under which we do have continuing performance obligations, the fees are deferred and amortized ratably over the performance period.  If the performance period cannot be reasonably estimated, we amortize nonrefundable fees over the life of the contract until such time that the performance period can be more reasonably estimated.  Milestone payments, if any, related to scientific or technical achievements are recognized in income when the milestone is accomplished if (a) substantive effort was required to achieve the milestone, (b) the amount of the milestone payment appears reasonably commensurate with the effort expended, and (c) collection of the payment is reasonably assured. Grant income and the sale of research products are recognized as revenue when earned.  Revenues from the sale of research products are primarily derived from the sale of hydrogels and stem cell products.

Patent costs – Costs associated with obtaining patents on products or technology developed are expensed as general and administrative expenses when incurred.  This accounting is in compliance with guidance promulgated by the Financial Accounting Standards Board (“FASB”) regarding goodwill and other intangible assets.

 
22

 
 
Research and development – We comply with FASB requirements governing accounting for research and development costs.  Research and development costs are expensed when incurred, and consist principally of salaries, payroll taxes, consulting fees, research and laboratory fees, and license fees paid to acquire patents or licenses to use patents and other technology from third parties.
 
Stock-based compensation – We have adopted accounting standards governing share-based payments, which require the measurement and recognition of compensation expense for all share-based payment awards made to directors and employees, including employee stock options, based on estimated fair values.  We utilize the Black-Scholes Merton option pricing model.  Our determination of fair value of share-based payment awards on the date of grant using an option-pricing model is affected by our stock price as well as assumptions regarding a number of highly complex and subjective variables.  These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors.  The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior.  The risk-free rate is based on the U.S. Treasury rates in effect during the corresponding period of grant.  Although the fair value of employee stock options is determined in accordance with recent FASB guidance, changes in the subjective assumptions can materially affect the estimated value.  In management’s opinion, the existing valuation models may not provide an accurate measure of the fair value of employee stock options because the option-pricing model value may not be indicative of the fair value that would be established in a willing buyer/willing seller market transaction.
 
Treasury stock – We account for BioTime common shares issued to subsidiaries for future potential working capital needs as treasury stock on the consolidated balance sheet.  We have the intent and ability to register any unregistered shares to support the marketability of the shares.
 
Impairment of long-lived assets – Our long-lived assets, including intangible assets, are 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 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 recognized is measured by the amount by which the carrying amount exceeds the estimated fair value of the assets.
 
Deferred license and consulting fees – Deferred license and consulting fees consist of the value of warrants issued to third parties for services and to the minority shareholder in BioTime Asia for its participation in the organization of that company, and deferred license fees paid to acquire rights to use the proprietary technologies of third parties.  The value of the warrants is being amortized over the lives of the warrants, and deferred license fees over the estimated useful lives of the licensed technologies or licensed research products.  The estimation of the useful life any technology or product involves a significant degree of inherent uncertainty, since the outcome of research and development or the commercial life of a new product cannot be known with certainty at the time that the right to use the technology or product is acquired.  We will review its amortization schedules for impairments that might occur earlier than the original expected useful lives.  See also Note 6 to the Condensed Consolidated Interim Financial Statements.
 
Principles of consolidation – Our consolidated financial statements include the accounts of our wholly-owned subsidiaries, OrthoCyte and ESI, the accounts of ReCyte Therapeutics, a subsidiary of which we owned approximately 95.15% of the outstanding shares of common stock as of September 30, 2012; the accounts of OncoCyte, a subsidiary of which we owned approximately 75.3% of the outstanding shares of common stock as of September 30, 2012; the accounts of BioTime Asia, a subsidiary of which we owned approximately 81% of the outstanding shares as of September 30, 2012, the accounts of Cell Cure Neurosciences, a subsidiary of which we owned approximately 53.6% of the outstanding shares as of September 30, 2012, the accounts of LifeMap, a subsidiary of which we owned approximately 77.1% of the outstanding shares as of September 30, 2012, and the accounts of BAC, a subsidiary of which we owned 96.7% of the outstanding shares as of September 30, 2012.  All material intercompany accounts and transactions have been eliminated in consolidation.  The consolidated 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 SEC.

 
23

 
 
Results of Operations
 
Revenues
 
Under our license agreements with Hospira and CJ, our licensees report sales of Hextend® and pay us the royalties and license fees due on account of such sales within 90 days after the end of each calendar quarter.  We recognize such revenues in the quarter in which the sales report is received, rather than the quarter in which the sales took place.  For example, royalties on sales made during the second quarter of 2012 were not recognized until the third quarter of 2012.  Royalty revenues recognized for the third quarter of 2012 were $104,619 from Hospira and $29,327 from CJ.  Total royalties of $133,946 for the quarter decreased by $40,329 or 23% from royalties of $174,275 received from Hospira and CJ during the same period last year.  Total royalties from Hospira and CJ of $407,415 for the nine month period ended September 30, 2012 decreased by $160,090 or 28% from royalties of $567,505 received from Hospira and CJ during the same period last year.  Royalty revenues for the nine months ended September 31, 2012 also include $388 from another distributor.  Royalty revenues for the three and nine months ended September 31, 2011 also include $1,752 from another distributor.
 
The decrease in royalties is attributable to a decrease in Hextend® sales in the U.S. and in the Republic of Korea.  The decrease in royalties received from Hospira based on sales during the previous quarter is generally due to the decline in the price of hetastarch-based products in the market.  The blood volume expander marketing is shrinking overall and hospitals have shifted their purchases to albumin products.  Hospira has reported that they have seen a rapid decline in the price of hetastarch-based plasma expanders in the market which could continue to have a negative impact on revenues from the sale of Hextend®.  Hospira has implemented further price reductions for Hextend® during 2012 in an attempt to maintain market share.
 
We recognized as revenue $36,468 and $39,801 of license fees from CJ and Summit during the three months ended September 30, 2012 and 2011, respectively.  License fee revenues from CJ and Summit for the nine months ended September 30, 2012 and 2011 amounted to $109,405 and $141,930, respectively.  The license fees were received from CJ during April 2003 and July 2004, and from Summit during December 2004 and April and October of 2005, but full recognition of the license fees has been deferred, and is being recognized over the life of the contracts, which has been estimated to last until approximately 2019 based on the current expected life of the governing patent covering our products in Korea and Japan.  See Note 1 to the Condensed Consolidated Interim Financial Statements.  License fee revenues for the three and nine months ended September 30, 2012 also include $39 and $227 earned through ESI and also include subscription and advertising revenues of $300,126 and $438,889, respectively from LifeMap’s online database business.  License fees for the three and nine months ended September 31, 2012 also include $1,000 from a new licensee.  License fee revenues for the three and nine months ended September 30, 2011 also includes $15,099 and $59,659 earned through ESI.
 
We recognized revenue of $261,776 and $1,047,107 from our research grant from CIRM during the three and nine months ended September 30, 2012 and $392,666 and $1,177,996 during the same periods in 2011.  The term of our CIRM grant expired during August 2012 and it is no longer a source of revenue for us.  Grant revenues for the three months ended September 30, 2012 also include $3,239 from the NIH, and $7,692 received by LifeMap Sciences, Ltd, and $168,923 received by Cell Cure Neurosciences from the OCS. Grant revenues for the three months ended September 30, 2011 also include $22,409 and $331,351 from other grants received by OrthoCyte and Cell Cure Neurosciences, respectively.  For the nine months ended September 30, 2012, grant revenues also include $38,535 from the NIH, and $15,587 received by LifeMap Sciences, Ltd., and $416,857 received by Cell Cure Neurosciences from the OCS.  For the nine months ended September 30, 2011, grant revenues also include $50,390, $44,544 and $332,682 from other grants received by OrthoCyte, OncoCyte and Cell Cure Neurosciences, respectively.
 
Operating Expenses
 
Research and development expenses increased to $4,545,470 for the three months ended September 30, 2012 from $3,488,121 for the three months ended September 30, 2011.  Research and development expenses for the three months ended September 30, 2012 and 2011, also included $1,141,110 and $1,146,055, respectively, of research and development expenses incurred by ESI and Cell Cure Neurosciences, of which $385,454 and $419,869, respectively, is derived from the amortization of patent technology related to our acquisition of those subsidiaries in May and October 2010, respectively.  Aside from these expenses, the increase in research and development expenses during 2012 is primarily attributable to an increase of $447,709 in employee compensation and related costs allocated to research and development expenses, an increase of $602,756 in Renevia™ and  HyStem® program related development expenses, an increase of $89,110 in the amortization of patent technology related to our acquisition of assets from CTI and merger with Glycosan in 2011 and the merger with XenneX in 2012, an increase of $40,656 in scientific consulting fees, an increase of $22,606 in rent and building maintenance expenses allocated to research and development expenses, an increase of $22,161 in lab equipment repairs and maintenance expenses, an increase of $19,274 in travel, lodging and meals allocated to research and development expenses, and an increase of $149,968 in Cell Cure Neurosciences research and development expenses.  These increases were offset in part by a decrease of $184,149 in outside research and service expenses and a decrease of $154,913 in ESI research and development expenses.  Research and development expenses include laboratory study expenses, patent and technology license fees, employee compensation, rent, insurance, and science-related consultants’ fees.

 
24

 
 
Research and development expenses increased to $13,323,410 for the nine months ended September 30, 2012 from $9,756,443 for the nine months ended September 30, 2011.  Research and development expenses for the nine months ended September 30, 2012 and 2011, also included $3,386,041 and $3,577,747, respectively, of research and development expenses incurred by ESI and Cell Cure Neurosciences, of which $1,156,362 and $1,245,799, respectively, is derived from the amortization of patent technology related to our acquisition of those subsidiaries in May and October 2010, respectively.  Aside from these expenses, the increase in research and development expenses during 2012 is primarily attributable to an increase of $1,573,722 in employee compensation and related costs allocated to research and development expenses, an increase of $1,073,482 in HyStem® program related research expenses, an increase of $226,336 in the amortization of patent technology related to our acquisition of assets from CTI and merger with Glycosan in 2011 and the merger with XenneX in 2012, an increase of $274,624 in expenditures made to cover laboratory expenses and supplies, an increase of $160,008 in licenses, patent and trademark related fees and legal fees, an increase of $134,686 in scientific consulting fees, an increase of $102,391 in depreciation expense allocated to research and development expenses, an increase of $91,013 in travel, lodging and meals allocated to research and development expenses, an increase of $81,098 in rent and building maintenance allocated to research and development expenses, and an increase of $82,633 in Cell Cure Neurosciences research and development expenses.  These increases were offset in part by a decrease of $274,339 in ESI research and development expenses.  Research and development expenses include laboratory study expenses, patent and technology license fees, employee compensation, rent, insurance, and science-related consultants’ fees.
 
General and administrative expenses increased to $2,234,905 for the three months ended September 30, 2012 from $1,887,298 for the three months ended September 30, 2011.  General and administrative expenses for the three months ended September 30, 2012 and 2011 also included $197,618 and $235,432, respectively, of general and administrative expense incurred by ESI and Cell Cure Neurosciences, which we acquired in May and October of 2010, respectively.  The increase is further attributable to an increase of $296,074 in employee compensation, bonuses and related costs allocated to general and administrative expenses, an increase of $52,498 in stock based compensation allocated to general and administrative expenses, an increase of $47,226 in legal expenses, an increase of $37,138 in accounting and tax services, an increase of $28,316 in general consulting expenses, an increase of $24,308 in rent and building maintenance allocated to research and development expenses, and an increase of $21,000 director compensation expense.  These increases are in part offset by a decrease of $72,631 in travel, lodging and meals allocated to general and administrative expenses, a decrease of $31,931 in recruiting service expenses, a decrease of $29,778 in general office expenses, and a decrease of $22,599 and $15,215 in ESI and Cell Cure Neurosciences general and administrative expenses.  General and administrative expenses include employee and director compensation allocated to general and administrative expenses, consulting fees other than those paid for science-related consulting, insurance costs allocated to general and administrative expenses, stock exchange-related costs, depreciation expense, shipping expenses, marketing costs, and other miscellaneous expenses.
 
General and administrative expenses increased to $7,037,807 for the nine months ended September 30, 2012 from $6,193,383 for the nine months ended September 30, 2011.  General and administrative expenses for the nine months ended September 30, 2012 and 2011 also included $604,943 and $602,731, respectively, of general and administrative expense incurred by ESI and Cell Cure Neurosciences, which we acquired in May and October of 2010, respectively.  The increase is further attributable to an increase of $779,440 in employee compensation, bonuses and related costs allocated to general and administrative expenses, an increase of $133,164 in stock based compensation expenses allocated to general and administrative expenses, an increase of $87,991 in accounting and tax services, an increase of $42,636 in rent and building maintenance allocated to general and administrative expenses, an increase of $35,070 in general consulting fees, and an increase of $44,963 in Cell Cure Neurosciences general and administrative expenses.  These increases are in part offset by a decrease of $90,441 in recruiting service expenses, a decrease of $61,504 in travel, lodging and meals allocated to general and administrative expenses, a decrease of $60,814 in transfer agent, stock listing and registration fees, a decrease of $34,569 in depreciation expenses allocated to general and administrative expenses and a decrease of $42,751 in ESI general and administrative expenses.  General and administrative expenses include employee and director compensation allocated to general and administrative expenses, consulting fees other than those paid for science-related consulting, insurance costs allocated to general and administrative expenses, stock exchange-related costs, depreciation expense, shipping expenses, marketing costs, and other miscellaneous expenses.

 
25

 
 
The following table shows the amount and approximate percentages of our total general and administrative expenses allocated to BioTime and our subsidiaries during the nine months ended September 30, 2012 and 2011.
 
 
 
Amount
 
 
Percent
Company
 
2012
 
 
2011
 
 
2012
 
 
 
2011
BioTime
 
$
3,264,699
 
 
$
2,719,755
 
 
46.4
%
 
 
43.9
%
BAC
 
$
32,308
   
$
   
0.5
%    
0.0
 
BioTime Asia
 
$
799,098
 
 
$
802,951
 
 
11.3
%
 
 
13.0
%
Cell Cure Neurosciences*
 
$
525,450
 
 
$
436,790
 
 
7.5
%
 
 
7.0
%
ESI*
 
$
392,411
 
 
$
363,670
 
 
5.6
%
 
 
5.9
%
LifeMap
 
$
909,518
 
 
$
236,713
 
 
12.9
%
 
 
3.8
%
OncoCyte
 
$
511,614
 
 
$
505,308
 
 
7.3
%
 
 
8.2
%
OrthoCyte
 
$
304,867
 
 
$
769,650
 
 
4.3
%
 
 
12.4
%
ReCyte Therapeutics
 
$
297,842
 
 
$
358,546
 
 
4.2
%
 
 
5.8
%
 
* Amount includes general and administrative expenses incurred directly by the subsidiary and allocations from BioTime, Inc. for certain general overhead expenses such as salaries, insurance, and travel and entertainment expenses.  During the nine months ended September 30, 2012 BioTime allocated $247,669 and $65,250 in general and administrative expenses to ESI and Cell Cure Neurosciences, respectively.  During the nine months ended September 30, 2011, BioTime allocated $176,177 and $21,552 in general and administrative expenses to ESI and Cell Cure Neurosciences, respectively.
 
Interest and Other Income (Expense)
 
For the three months ended September 30, 2012, we earned $5,684 of interest income net of $60 of interest expense, compared to interest income of $3,806 net of $895 of interest expense for the three months ended September 30, 2011.  For the nine months ended September 30, 2012, we earned $17,636 of interest income net of $315 of interest expense, compared to interest income of $20,778 net of $1,073 of interest expense for the nine months ended September 30, 2011.  The decline in interest income is generally attributed to interest earned on lower cash balances held during 2012 compared to 2011.
 
Other expenses for the nine months ended September 30, 2012 includes reversal of $205,926 in revenues recognized by ESI.  The $205,926 represents US $200,000 that was recognized as revenues in 2011 upon the shipment of cell lines in accordance with an agreement between ESI and a customer.  The difference of $5,926 is attributed to foreign currency rates.  The revenue for the cell lines shipped to the customer was reversed during the first quarter of 2012 pending the final completion of audits and acceptance of vials by the customer which was incorrectly assumed to have occurred in December 2011.

Income Taxes
 
During the three and nine months ended September 30, 2012 and 2011, we had no Federal and state income tax obligations because we have substantial net operating loss carryovers and have provided a 100% valuation allowance for any deferred taxes.
 
Liquidity and Capital Resources
 
At September 30, 2012, we had $7,830,347 of cash and cash equivalents on hand.  We will depend upon revenue from the sale of our research products, subscription and advertising revenues, royalties from the sale of Hextend® by Hospira and CJ, and research grants as our principal sources of revenues for the near future.  Our CIRM grant, which was our largest source of grant revenues, expired during August 2012 and will no longer be a source of cash for our operations.  Although we have applied for additional CIRM grants, there is no assurance that CIRM will approve any future grants for our research and development programs.
 
Because our revenues from product sales, subscription and advertising revenues, and royalties are not presently sufficient to cover our operating expenses, we may need to obtain additional equity capital or debt in order to finance our operations.  The future availability and terms of equity or debt financing are uncertain. We presently have issued and outstanding 556,613 common share purchase warrants exercisable at a price of $10.00 per share, 50,000 of which expire in April 2014 and the remaining 506,613 expire in May 2014.  None of the warrants are publicly traded.

On August 24, 2012, we entered into a Controlled Equity Offering SM sales agreement with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which we may offer and sell up to $25 million of our common shares, from time to time through Cantor acting as our sales agent. The offer and sale of our shares through Cantor has been registered pursuant to registration statement filed under the Securities Act of 1933, as amended.  The offering pursuant to the sales agreement will terminate upon the sale of all shares subject to the sales agreement or the earlier termination of the sales agreement as permitted by its terms. There is no assurance that we will be able to sell any common shares through the offering at prices acceptable to us.

 
26

 
 
Under the sales agreement, Cantor may sell shares of our common stock by any method permitted by law deemed to be an “at-the-market” offering as defined in Rule 415 of the SEC Securities Act of 1933, as amended, including, but not limited to, sales made directly on NYSE MKT, on any other existing trading market for our common stock or to or through a market maker. Cantor may also sell our shares under the sales agreement by any other method permitted by law, including in privately negotiated transactions. Cantor has agreed in the sales agreement to use its commercially reasonable efforts to sell shares in accordance with our instructions (including any price, time or size limit or other customary parameters or conditions we may impose).
 
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 present shareholders.
 
Cash generated by operations
 
During the nine months ended September 30, 2012, we received $2,336,820 of cash in our operations.  Our sources of that cash were $319,683 of royalty revenues from Hospira, $87,731 of royalty revenues from CJ, a $392,665 research grant payment from CIRM, a $35,296 research grant payment from the NIH, $133,483 from subscription and advertising revenues, $124,585 collected against receivables assumed from the merger with XenneX in May 2012, $207,444 from the sale of research products and services, and $15,588 and $1,019,345 grant income from LifeMap Sciences, Ltd and Cell Cure Neurosciences, respectively.
 
Cash used in operations
 
During the nine months ended September 30, 2012, our total research and development expenditures were $13,323,410, and our general and administrative expenditures were $7,037,807.  Net loss attributable to BioTime for the nine months ended September 30, 2012, amounted to $15,390,749.  Net cash used in operating activities during the quarter amounted to $14,683,440.  The difference between the net loss and net cash used in operating activities during the quarter was primarily attributable to non-cash expenses and accrued revenues, including $986,769 in stock-based compensation paid to employees and consultants, $454,366 in options issued as independent director compensation, amortization of $1,764,382 in intangible assets, $582,186 amortization of deferred consulting fees, $82,129 amortization of deferred license and royalty fees, $283,637 in depreciation expense, $584,744 in grant receivables, $140,220 in prepaid expenses and other current assets, and $205,926 in reduction in receivables from the reversal of revenues.  This overall difference was offset to some extent by amortization of $220,764 in deferred license and royalty revenues, amortization of $261,777 in deferred grant income, $459,555 in accounts receivables, $699,155 in accounts payable and accrued liabilities, and net loss of $2,763,169 allocable to the noncontrolling interest in our subsidiaries.
 
Cash flows from investing activities
 
During the nine months ended September 30, 2012, $91,223 in net cash was provided from our investing activities.  The primary component of cash was $292,387 of cash acquired in connection with the merger with XenneX, offset by $205,135 cash used in the purchase of equipment.
 
Cash generated by financing activities
 
During the nine months ended September 30, 2012, $286,552 in net cash was provided from our financing activities. The cash was received in connection with the exercise of stock options issued under our stock option plan.
 
Contractual obligations
 
We had no fixed, non-cancelable contractual obligations as of September 30, 2012, with the exception of office and laboratory facility operating leases.  The lease of our office and laboratory in Alameda, California expires on January 31, 2016.  We have an option to extend the lease for one additional term of five years, with the rent to be determined at the time of the extension based on the prevailing market rate for comparable facilities.  Base monthly rent under our current Alameda facility lease is $28,987 per month ($29,856 from December 2012) and will increase by three percent each year.  In addition to the base rent, we pay a pro rata share of real property taxes and certain costs associated to the operation and maintenance of the building in which the leased premises are located.
 
We also currently pay $5,050 per month for the use of approximately 900 square feet of office space in New York City, which is made available to us by one of our directors at his cost for use in conducting meetings and other business affairs.

 
27

 
 
ESI’s lease of office space in Singapore expired on October 31, 2012. Base monthly rent under that lease was S$2,952 (~US$2,400). The lease was not renewed. ESI’s Singapore lease of lab space expired on October 31, 2012.  Base monthly rent under the Singapore laboratory lease was S$8,700 (~US$7,090). The lease was renewed and expires on October 31, 2013. Base monthly rent under new lease will be S$9,600 (~US$7,820). In addition to base rent, ESI pays a pro rata share of real property taxes and certain costs related to the operation and maintenance of the building in which the leased premises are located.
 
LifeMap’s lease of office space in Tel Aviv, Israel expired on April 30, 2012.  Base monthly rent under that lease was ILS 15,000 (~US$3,820) per month.  The lease was renewed with additional space effective June 1, 2012 through May 31, 2015.  Base monthly rent under the renewed lease is ILS 20,720 (~US$5,280) per month.  The original lease was extended through May 31 as the new space was not ready on May 1.  In addition to base rent, LifeMap pays a pro rata share of real property taxes and certain costs related to the operation and maintenance of the building in which the leased premises are located. LifeMap also leases several parking spots.
 
LifeMap also currently leases office space in Hong Kong. This lease expires on November 30, 2013.  Base monthly rent under the lease is HK$6,401 (~US $825) per month for the use of approximately 800 square feet of office space. In addition to base rent, LifeMap pays certain costs related to the operation of the building in which the leased premises are located.
 
LifeMap also currently leases office space in Marshfield, Massachusetts. This lease expires on September 30, 2015.  Base monthly rent under the lease is $1,082 per month for the use of approximately 750 square feet of office space. The lease was assumed in connection with the merger with XenneX which occurred in May 2012.
 
Cell Cure Neurosciences' lease of office and laboratory space in Israel expires on June 1, 2014.  Base monthly rent for that facility is approximately ILS 33,000 (~US$8,400).  In addition to base rent, Cell Cure Neurosciences pays a pro rata share of real property taxes and certain costs related to the operation and maintenance of the building in which the leased premises are located. Cell Cure Neurosciences will be liable for ILS 850,000 (~US$216,640) in improvement costs should they not renew the lease after it expires.

Future capital needs
 
The amount and pace of research and development work that we can do or sponsor, and our ability to commence and complete the clinical trials that are required in order for us to obtain FDA and foreign regulatory approval of products, depend upon the amount of money we have.  We curtailed the pace and scope of our plasma volume expander development efforts due to the limited amount of funds available. Future research and clinical study costs are not presently determinable due to many factors, including the inherent uncertainty of these costs and the uncertainty as to timing, source, and amount of capital that will become available for our projects.

Item 3.
Quantitative and Qualitative Disclosures about Market Risk
 
Foreign Currency Exchange Risk
 
We are exposed to some foreign exchange currency risks because we have subsidiaries that are located in foreign countries.  We do not engage in foreign currency hedging activities.  Because we translate foreign currencies into United States dollars for reporting purposes, currency fluctuations have an impact on our financial results.  We believe that our exposure to currency exchange fluctuation risk is mitigated by the fact that our foreign subsidiaries pay their financial obligations almost exclusively in their local currency.  As of September 30, 2012, currency exchange rates did not have a material impact on our intercompany transactions with our foreign subsidiaries.  However, a weakening of the dollar against the foreign exchange used in the home countries of our foreign subsidiaries could increase our cost of providing additional financing to our foreign subsidiaries in the future.  Conversely, a strengthening of the dollar would decrease our cost of making additional investments in those subsidiaries.

 
28

 
 
Credit Risk
 
We place most of our cash in United States banks and we invest some of our cash in interest bearing instruments issued by United States banks or the United States Treasury.  Deposits with banks may temporarily exceed the amount of insurance provided on such deposits.  We monitor the cash balances in our 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 foreign subsidiaries deposit their cash in local banks, but if the amount of a deposit at any time exceeds the amount at a bank under the national banking insurance laws, the uninsured portion of the deposit could be lost, in whole or in part, if the bank were to fail.
 
Interest Rate Risk
 
We invest a portion of our cash in interest-bearing securities issued by the United States Treasury.  The primary objective of our investments is to preserve principal and liquidity while earning a return on our invested capital, without incurring significant risks.  The market value of fixed-rate instruments will decline if interest rates rise.  Due in part to this factor, our future investment income may fall short of expectations due to changes in market conditions and in interest rates, or we may suffer losses in principal if forced to sell securities which may have declined in fair value due to changes in interest rates.
 
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, our principal operations officer, and our 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, our chief operations officer, and our 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.
 
 
29

 
 
PART II - OTHER INFORMATION

Item 1.
Controls and Procedures
 
We are not presently involved in any 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, our 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.
 
Risks Related to Our Business Operations
 
We have incurred operating losses since inception and we do not know if we will attain profitability
 
Our comprehensive net losses for the nine months ended September 30, 2012 and for the fiscal years ended December 31, 2011, 2010 and 2009 were $15,390,749, $17,535,587, $10,287,280, and $5,144,499, respectively, and we had an accumulated deficit of $95,860,758 as of September 30, 2012, and $80,470,009, $63,954,509, and $52,769,891, as of December 31, 2011, 2010, and 2009, respectively.  Since inception, we have primarily financed our operations through the sale of equity securities, licensing fees, royalties on product sales by our licensees, and borrowings.  More recently, we have financed a portion of our operations with research grants.  Ultimately, our ability to generate sufficient operating revenue to earn a profit depends upon our success in developing and marketing or licensing our products and technology.
 
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
 
 
We are attempting to develop new medical products and technologies.
 
 
Many of our experimental products and technologies have not been applied in human medicine and have only been used in laboratory studies in vitro or in animals.  These new products and technologies might not prove to be safe and efficacious in the human medical applications for which they were developed.
 
 
The experimentation we are doing is costly, time consuming, and uncertain as to its results.  We incurred research and development expenses amounting to $13,323,410 during the nine months ended September 30, 2012, and $13,699,691, $8,191,314, and $3,181,729 during the fiscal years ended December 31, 2011, 2010, and 2009, respectively.
 
 
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.
 
 
Future clinical trials of new therapeutic products, particularly those products that are regulated as drugs or biological, will be very expensive and will take years to complete.  We may not have the financial resources to fund clinical trials on our own and we may have to enter into licensing or collaborative arrangements with larger, well-capitalized pharmaceutical companies in order to bear the cost.  Any such arrangements may be dilutive to our ownership or economic interest in the products we develop, and we might have to accept a royalty payment on the sale of the product rather than receiving the gross revenues from product sales.
 
 
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Our success depends in part on the uncertain growth of the stem cell industry, which is still in its infancy
 
 
The success of our business of selling products for use in stem cell research depends on the growth of stem cell research, without which there may be no market or only a very small market for our products and technology.  The likelihood that stem cell research will grow depends upon the successful development of stem cell products that can be used to treat disease or injuries in people or that can be used to facilitate the development of other pharmaceutical products.  The growth in stem cell research also depends upon the availability of funding through private investment and government research grants.
 
 
There can be no assurance that any safe and efficacious human medical applications will be developed using stem cells or related technology.
 
 
Government-imposed bans, restrictions and religious, moral, and ethical concerns with respect to use of embryos or human embryonic stem cells in research and development could have a material adverse effect on the growth of the stem cell industry, even if research proves that useful medical products can be developed using human embryonic stem cells.
 
Sales of our products to date have not been sufficient to generate an amount of revenue sufficient to cover our operating expenses
 
 
Hextend® is presently the only plasma expander product that we have on the market, and it is being sold only in the United States and South Korea.  The royalty revenues that we have received from sales of Hextend® have not been sufficient to pay our operating expenses. This means that we need to successfully develop and market or license additional products and earn additional revenues in sufficient amounts to meet our operating expenses.
 
 
We will receive additional license fees and royalties if our licensees are successful in marketing Hextend® and PentaLyte® in Japan, Taiwan, and China, but they have not yet obtained the regulatory approvals required to begin selling those products.
 
 
We are also beginning to bring our first stem cell research products to the market, but there is no assurance that we will succeed in generating significant revenues from the sale of those products.
 
Sales of the products we may develop will be adversely impacted by the availability of competing products
 
 
Sales of Hextend® have already been adversely impacted by the availability of other products that are commonly used in surgery and trauma care and sell at low prices.
 
 
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.
 
 
Competing products are being manufactured and marketed by established pharmaceutical companies. For example, B. Braun/McGaw presently markets Hespan®, an artificial plasma volume expander, and Hospira and Baxter International, Inc. manufacture and sell a generic equivalent of Hespan®. Hospira also markets Voluven®, a plasma volume expander containing a 6% low molecular weight hydroxyethyl starch in saline solution.
 
 
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 might need to issue additional equity or debt securities in order to raise additional capital needed to pay our operating expenses
 
 
We plan to continue to incur substantial research and product development expenses, largely through our subsidiaries, and we and our subsidiaries 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 to meet our short-term capital needs, unless we receive substantial revenues from the sale of our new products or we are successful at licensing or sublicensing the technology that we develop or acquire from others and we receive substantial licensing fees and royalties.
 
 
Sales of additional equity securities by us or our subsidiaries could result in the dilution of the interests of present shareholders.
 
 
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The amount and pace of research and development work that we and our subsidiaries can do or sponsor, and our ability to commence and complete clinical trials required to obtain regulatory approval to market our pharmaceutical and medical device products, depends upon the amount of money we have
 
 
At September 30, 2012, we had $7,830,347 of cash and cash equivalents on hand.  There can be no assurance that we or our subsidiaries will be able to raise additional funds on favorable terms or at all, or that any funds raised will be sufficient to permit us or our subsidiaries to develop and market our products and technology.  Unless we and our subsidiaries 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 may have to postpone some laboratory research and development work unless our cash resources increase through a growth in revenues or additional equity investment or borrowing.
 
Our business could be adversely affected if we lose the services of the key personnel upon whom we depend
 
Our stem cell research program is directed primarily by our Chief Executive Officer, Dr. Michael West.  The loss of Dr. West’s services could have a material adverse effect on us.
 
If we make strategic acquisitions, we will incur a variety of costs and might never realize the anticipated benefits
 
Despite our acquisitions of ESI in 2010, Glycosan and Cell Targeting in 2011, and XenneX in 2012, we have limited experience in independently identifying acquisition candidates and integrating the operations of acquisition candidates with our company.  If appropriate opportunities become available, we might attempt to acquire approved products, additional drug candidates, technologies or businesses that we believe are a strategic fit with our business.  If we pursue any transaction of that sort, the process of negotiating the acquisition and integrating an acquired product, drug candidate, technology or business might result in operating difficulties and expenditures and might require significant management attention that would otherwise be available for ongoing development of our business, whether or not any such transaction is ever consummated.  Moreover, we might never realize the anticipated benefits of any acquisition.  Future acquisitions could result in potentially dilutive issuances of equity securities, the incurrence of debt, contingent liabilities, or impairment expenses related to goodwill, and impairment or amortization expenses related to other intangible assets, which could harm our financial condition.
 
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 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 the 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.

Operating our business through subsidiaries, some of which are located in foreign countries, also adds to the complexity of our internal control over financial reporting and adds to the risk of a system failure, an undetected improper use or expenditure of funds or other resources by a subsidiary, or a failure to properly report a transaction or financial results of a subsidiary. We allocate certain expenses among BioTime itself and one or more of our subsidiaries, which creates a risk that the allocations we make may not accurately reflect the benefit of an expenditure or use of financial or other recourses by BioTime as the parent company and the subsidiaries among which the allocations are made. An inaccurate allocation may impact our consolidated financial results, particularly in the case of subsidiaries that we do not wholly own since our financial statements include adjustments to reflect the minority ownership interests in our subsidiaries held by others.

 
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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.
 
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 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 is the case with larger companies possessing substantial income and available capital.
 
If we do not receive regulatory approvals we will not be permitted to sell our pharmaceutical and medical device products
 
The pharmaceutical and medical device products that we and our subsidiaries develop cannot be sold until the United States Food and Drug Administration (“FDA”) and corresponding foreign regulatory authorities approve the products for medical use.  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 pharmaceutical 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 may be encountered as a result of changes in regulatory agency policy.
 
 
Because the therapeutic products we are developing 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.
 
 
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.
 
Government-imposed bans, restrictions and religious, moral, and ethical concerns about the use of hES cells could prevent us from developing and successfully marketing stem cell products
 
 
Government-imposed restrictions with respect to the use of embryos or human embryonic stem cells in research and development could limit our ability to conduct research and develop new products.
 
 
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Government-imposed bans, restrictions on the use of embryos or hES cells in the United States and abroad could generally constrain stem cell research, thereby limiting the market and demand for our products.  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 (“NIH”) 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.  The 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.
 
 
California law requires that stem cell research be conducted under the oversight of a stem cell research oversight committee (“SCRO”).  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 that 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 our products.
 
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 at 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 filed patent applications for technology that we have developed, and we have 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.  In the future, we may also file additional new patent applications seeking patent protection for new technology or products that we develop ourselves or jointly with others.  However, there is no assurance that any of our licensed patent applications, or any patent applications that we have filed or that we may file in the future covering our own technology, either 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 recent Supreme Court decision in Mayo Collaborative Services v. Prometheus Laboratories, Inc., will need to be considered in determining whether certain diagnostic methods can be patented, 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.  Our subsidiary OncoCyte is developing PanC-Dx™ as a cancer diagnostic test, based on the presence of certain genetic markers for a variety of cancers.  Because PanC-Dx™ combines an innovative methodology with newly discovered compositions of matter, we are hopeful that this Supreme Court decision will not preclude the availability of patent protection for OncoCyte’s new product. However, like other developers of diagnostic products, we are evaluating this new Supreme Court decision and are waiting to see if the United States Patent and Trademark Office will issue any new guidelines for the patenting of products that test for biological substances.
 
 
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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 United States Patent and Trademark Office (“U.S. 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.
 
 
Oppositions to the issuance of patents may be filed under European patent law and the patent laws of certain other countries.  As with the U.S. 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.
 
Our patents may not protect our products from competition
 
We or our subsidiaries have patents in the United States, Canada, the European Union countries, Australia, Israel, Russia, South Africa, South Korea, Japan, Hong Kong, and Singapore, and have filed patent applications in other foreign countries for our plasma volume expander, stem cell products, HyStem® and other hydrogels, certain genes related to the development of cancer, and other 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 U.S. PTO can re-examine 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 re-examination and may be lost if the outcome of the re-examination is unfavorable to us.
 
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
 
The success of our business depends 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.

 
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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 depends on several critical 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 any capital that we might then need, 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 our products may be limited by health insurance coverage and government regulation
 
Success in selling our pharmaceutical products 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.  Presently, most health insurance plans and HMOs will pay for Hextend® when it is used in a surgical procedure that is covered by the plan.  However, until we actually introduce a new product into the medical marketplace, 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 Dependence on Third Parties
 
We may become dependent on our collaborative arrangements with third parties for a substantial portion of our revenue, and our development and commercialization activities may be delayed or reduced if we fail to initiate, negotiate or maintain successful collaborative arrangements.
 
We may become dependent on possible future collaborators to develop and commercialize many of our product candidates and to provide the regulatory compliance, sales, marketing and distribution capabilities required for the success of our business.  If we fail to secure or maintain successful collaborative arrangements, our development and commercialization activities will be delayed, reduced or terminated, and our revenues could be materially and adversely impacted.  Over the next several years, we may depend on these types of collaboration partnerships for a significant portion of our revenue.  The expected 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.  These collaborative agreements might be terminated either by us or by our partners upon the satisfaction of certain notice requirements.  Our partners may not be precluded from independently pursuing competing products and drug delivery approaches or technologies.  Even if our partners continue their contributions to our collaborative arrangements, of which there can be no assurance, they may nevertheless determine not to actively pursue the development or commercialization of any resulting products.  Our partners may fail to perform their obligations under the collaborative arrangements or may be slow in performing their obligations.  In addition, our partners may experience financial difficulties at any time that could prevent them from having available funds to contribute to these collaborations.  If our collaboration partners fail to conduct their commercialization, regulatory compliance, sales and marketing or distribution activities successfully and in a timely manner, or if they terminate or materially modify their 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 such development and commercialization on our own.
 
We have very limited experience in marketing, selling or distributing our products, and we may need to rely on marketing partners or contract sales companies.
 
Even if we are able to develop our products and obtain necessary regulatory approvals, we have very limited experience or capabilities in marketing, selling or distributing our products.  We rely entirely on Hospira and CJ for the sale of Hextend®.  We currently have only limited sales, marketing and distribution resources for selling our stem cell research products, and no marketing or distribution resources for selling any of the medical devices or pharmaceutical products that we are developing.  Accordingly, we will be dependent on our ability to build our own marketing and distribution capability for our new products, which would require the investment of significant financial and management resources, or we will need to find collaborative marketing partners or contract sales companies for commercial sale of those products.  Even if we find a potential marketing partner, of which there can be no assurance, we may not be able to negotiate a licensing or marketing contract on favorable terms to justify our investment or achieve adequate revenues.

 
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Risks Pertaining to Our Common Shares
 
Ownership of our common shares 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 shares.
 
Because we are engaged in the development of pharmaceutical and stem cell research products, the price of our stock may rise and fall rapidly
 
 
The market price of our shares, like that of the shares of many biotechnology companies, has been highly volatile.
 
 
The price of our shares may rise rapidly in response to certain events, such as the commencement of clinical trials of an experimental new drug, even though the outcome of those trials and the likelihood of ultimate FDA approval remain uncertain.
 
 
Similarly, prices of our shares may fall rapidly in response to certain events such as unfavorable results of clinical trials or a delay or failure to obtain FDA approval.
 
 
The failure of our earnings to meet analysts’ expectations could result in a significant rapid decline in the market price of our common shares.
 
Current economic and stock market conditions may adversely affect the price of our common shares
 
The stock market has 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 general economic and political conditions, may adversely affect the market price of the common shares.
 
 Because we do not pay dividends, our stock may not be a suitable investment for anyone who needs to earn dividend income
 
We do not pay cash dividends on our common shares.  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 stock may not be a suitable investment for anyone who needs to earn income from their investments.
 
Securities analysts may not initiate coverage or continue to cover our common shares and this may have a negative impact on the market price of our shares
 
The trading market for our common shares will depend, in part, on the research and reports that securities analysts publish about our business and our common shares.  We do not have any control over these analysts.  There is no guarantee that securities analysts will cover our common shares.  If securities analysts do not cover our common shares, the lack of research coverage may adversely affect the market price of those shares.  If securities analysts do cover our shares, 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 does not initiate coverage, ceases to cover our shares 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.
 
 
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You may experience dilution of your ownership interests because of the future issuance of additional shares of common and preferred shares by us and our subsidiaries
 
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 76,000,000 shares of capital stock consisting of 75,000,000 common shares and 1,000,000 “blank check” preferred shares.  As of September 30, 2012, there were 50,868,932 issued and outstanding common shares, 3,492,135 common shares reserved for issuance upon the exercise of outstanding options under our employee stock option plans, and 556,613 shares reserved for issuance upon the exercise of common share purchase warrants. As of September 30, 2012 our subsidiaries held, 1,706,174 BioTime common shares which the subsidiaries may sell from time to time to raise capital for their operations. No preferred shares are presently outstanding.
 
The operation of some of our subsidiaries has been financed in part through the sale of capital stock in those subsidiaries to private investors.  Sales of additional subsidiary shares could reduce our ownership interest in the subsidiaries, and correspondingly dilute our shareholder’s ownership interests in our consolidated enterprise.  Our subsidiaries also have their own stock option plans and the exercise of subsidiary stock options or the sale of restricted stock under those plans would also reduce our ownership interest in the subsidiaries, with a resulting dilutive effect on the ownership interest of our shareholders in our consolidated enterprise.
 
We and our subsidiaries may issue additional common shares or other securities that are convertible into or exercisable for common shares 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, or in connection with future business acquisitions, or for other business purposes.  The future issuance of any such additional common shares or other securities may create downward pressure on the trading price of our common shares.
 
We may also issue preferred shares having rights, preferences, and privileges senior to the rights of our common shares with respect to dividends, rights to share in distributions of our assets if we liquidate our company, or voting rights.  Any preferred shares may also be convertible into common shares on terms that would be dilutive to holders of common shares.  Our subsidiaries may also issue their own preferred shares with a similar dilutive impact on our ownership of the subsidiaries.

The market price of our common shares could be impacted by prices at which we sell shares in our subsidiaries

The operation of some our subsidiaries has been financed in part through the sale of capital stock in those subsidiaries, and our subsidiaries may sell shares of their capital stock in the future for financing purposes.  The prices at which our subsidiaries may sell shares of their capital stock could impact the value of our company as a whole and could impact the price at which our common shares trade in the market.  Even if subsidiaries sell their capital stock at prices that reflect arm’s length negotiation with investors, there is no assurance that those prices will reflect a true fair market value or that the ascribed value of the subsidiary based on those share prices will be fully reflected in the market value of our common shares.  Similarly, a sale of subsidiary capital stock at a price that the market perceives as low could adversely impact the market price of our common shares.
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
No applicable.
 
Item 3.
Default Upon Senior Securities.
 
None.
 
Item 4.
Mine Safety Disclosures

Not Applicable.
 
Item 5.
Other Information.
 
None.
 
 
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Item 6.
Exhibits
 
Exhibit
 
 
Numbers
 
Description
 
 
 
2.1
 
Agreement and Plan of Merger, dated April 19, 2012, by and among XenneX, Inc., LifeMap Sciences, Inc., BioTime, Inc. and the stockholders of XenneX, Inc. named therein. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (1)
 
 
 
3.1
 
Articles of Incorporation with all amendments. (2)
 
 
 
3.2
 
By-Laws, As Amended. (3)
 
 
 
4.1
 
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P. (4)
 
 
 
10.1
 
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended.*
 
 
 
10.2
 
Amendment to Share Exchange and Contribution Agreement, dated September 28, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P.*
 
 
 
10.3
 
Share Purchase Agreement, dated November 1, 2012, between Cell Cure Neurosciences, Ltd. and BioTime, Inc.*
 
 
 
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 BioTime’s Form 10-Q for the quarter ended March 31, 2012.
 
 
(2)
Incorporated by reference to BioTime’s Form 10-Q for the quarter ended September 30, 2009.
 
 
(3)
Incorporated by reference to Registration Statement on Form S-1, File Number 33-48717 and Post-Effective Amendment No. 1 thereto filed with the Securities and Exchange Commission on June 22, 1992, and August 27, 1992, respectively.
 
 
(4)
Incorporated by reference to Registration Statement on Form S-3, File Number 333-182964 filed with the Securities and Exchange Commission on July 31, 2012.
 
 
*
Filed herewith
 
 
39

 
 
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.
 
 
BIOTIME, INC.
 
 
 
 
Date: November 9, 2012
/s/ Michael D. West
 
 
Michael D. West
 
 
Chief Executive Officer
 
 
Date: November 9, 2012
/s/ Peter S. Garcia
 
 
Peter S. Garcia
 
 
Chief Financial Officer
 
 
 
40

 
 
Exhibit
 
 
Numbers
 
Description
 
 
 
2.1
 
Agreement and Plan of Merger, dated April 19, 2012, by and among XenneX, Inc., LifeMap Sciences, Inc., BioTime, Inc. and the stockholders of XenneX, Inc. named therein. (Portions of this exhibit have been omitted pursuant to a request for confidential treatment) (1)
 
 
 
3.1
 
Articles of Incorporation with all amendments. (2)
 
 
 
3.2
 
By-Laws, As Amended. (3)
 
 
 
4.1
 
Share Exchange and Contribution Agreement, dated July 24, 2012, among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P.(4)
 
 
 
 
Exclusive License Agreement, dated February 15, 2006, between Glycosan BioSystems, Inc. and the University of Utah Research Foundation, as amended.*
 
 
 
 
Amendment to Share Exchange and Contribution Agreement, dated September 28, 2012, by and among LifeMap Sciences, Inc., Alfred D. Kingsley, and Greenway Partners, L.P.*
 
 
 
 
Share Purchase Agreement, dated November 1, 2012, between Cell Cure Neurosciences, Ltd. and BioTime, Inc.*
 
 
 
 
Rule 13a-14(a)/15d-14(a) Certification.*
 
 
 
 
Section 1350 Certifi