AKZO NOBEL
BY TELEFAX: x0 000 000-0000
AND BY COURIER
Xxxxxx X. Xxxxxx
President
BioTime, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
February 13, 2001
Re: Exclusive License Agreement entered into as of February 13, 2001
between BioTime, Inc. and Horus B.V.
Dear Xx. Xxxxxx:
We hereby certify that Horus B.V. of Boxtel, the Netherlands, is at the
effective date of the above referenced Exclusive License Agreement ("the
Agreement") part of the Akzo Nobel group of companies.
In consideration of the Agreement between BioTime, Inc. and Horus B.V., Xxxx
Xxxxx X.X., as the ultimate corporate parent of Horus B.V., by its authorized
signature below hereby guarantees to BioTime, Inc. all of the payment and
performance obligations by Horus B.V. (and any of its successors and assigns
within the Akzo Nobel group of companies) under the Agreement when and as the
performance or payment of such obligations becomes due, in the event Horus B.V.
is unable or fails to perform.
This guaranty applies to the Agreement as in effect on the date of this guaranty
and as the Agreement may be amended, modified, or supplemented in the future by
BioTime, Inc., and Horus B.V. Xxxx Xxxxx X.X. agrees that any supplement,
modification, amendment, extension, renewal, acceleration or other change of one
or more terms of the Agreement and the obligations of Horus B.V. or BioTime,
Inc. under the Agreement shall not affect the enforceability or continuing
effectiveness of this guaranty even if executed or implemented by BioTime, Inc.
and Horus B.V. without notice to or the consent or approval of Xxxx Xxxxx X.X.
This guaranty may not be revoked, amended, terminated, or assigned without the
written consent of BioTime, Inc., so long as Horus B.V. (or its successors or
assignee companies) is a company within the Akzo Nobel group of companies.
In the event that at any time Horus B.V. (or its successors or assignee
companies) ceases being a member of the Akzo Nobel group of companies, this
guaranty will lapse in respect of obligations accrued under the Agreement after
the date of such event, provided that Xxxx Xxxxx X.X. at the request of BioTime,
Inc., will spend all reasonable efforts to have a similar guaranty given by the
new ultimate parent company (if any) of Horus B.V. (or its successor or assignee
company).
BioTime, Inc. may deliver any notices under this guaranty to Xxxx Xxxxx X.X. at
the following address by personal delivery, by facsimile confirmed by postage
prepaid first-class mail, by over-night or next day business air courier, or by
postage prepaid certified mail to the following address:
Xxxx Xxxxx X.X.
PO Box 9300
6800 SB Arnhem, the Netherlands
Attention: General Counsel
Notices shall be effective upon receipt if personally delivered or delivered by
facsimile or air courier, or on the third business day following the date of
mailing.
Xxxx Xxxxx X.X. may change its address listed above by written notice to
BioTime, Inc., at the following address or at such other address as BioTime,
Inc. may provide to Xxxx Xxxxx X.X. in writing:
Bio Time, Inc.
000 Xxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: President
XXXX XXXXX X.X.
By: /s/X. Xxxxxxxx By: /s/X. Xxxxxxx
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Name: X. Xxxxxxxx Name: X. Xxxxxxx
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Title: CF0 Title: Director Control Pharma
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