FIRST AMENDMENT TO SUBLICENSE AGREEMENT

FIRST AMENDMENT TO SUBLICENSE AGREEMENT

THIS FIRST AMENDMENT TO SUBLICENSE AGREEMENT (“First Amendment”) is entered into on November 8, 2017 (the “Effective Date”) by and between ORTHOCYTE CORPORATION, a California corporation, having its principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (“OrthoCyte”), BIOTIME, INC., a California corporation, having its principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (“BioTime”, and together with OrthoCyte, “BioTime”), and AGEX THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 0000 Xxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, XX 00000 (“AgeX”).

WITNESSETH

WHEREAS, the parties previously entered into a Sublicense Agreement (“Agreement”) on 17 August 2017 and now wish to clarify the rights granted thereunder;

WHEREAS, AgeX is an Affiliate of BioTime; and

NOW THEREFORE, for and in consideration of the covenants, conditions and undertakings hereinafter set forth, the parties hereby agree as follows:

1. Section 1.3 of the Agreement shall be deleted and replaced in its entirety by:

“AgeX Cellular Product” means any UURF Product that also contains a Therapeutic Cell.

2. Capitalized terms used herein have the same meaning given to them in the Agreement.

3. Other than expressly amended herein, the Agreement remains in full force and effect.

4. This First Amendment may be executed in any number of counterparts.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, BioTime and AgeX have executed this Agreement by their respective officers hereunto duly authorized, on the day and year hereinafter written.

AGEX THERAPEUTICS, INC.			BIOTIME, INC.
By	/s/ Xxxxxxx X. Xxxx		By	/s/ Xxxxxx X. Xxxxxxx
	Xxxxxxx X. Xxxx			Xxxxxx X. Xxxxxxx
Title	Chief Executive Officer		Title	Co-Chief Executive Officer

Acknowledged and Agreed by:

ORTHOCYTE CORPORATION
By	/s/ Xxxxxxx X. Xxxx
	Xxxxxxx X. Xxxx
Title	Chief Executive Officer

[SIGNATURE PAGE TO THE FIRST AMENDMENT TO THE UURF SUBLICENSE]