EXHIBIT 5
GREENBELT CORP.
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April 30, 1998
▇▇▇▇ ▇▇▇▇▇▇, Ph.D
Chairman and Chief Executive Officer
BioTime, Inc.
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Dear ▇▇. ▇▇▇▇▇▇:
This letter agreement (the "Agreement") sets forth the terms on which
Greenbelt Corp. will act as financial adviser (the "Financial Adviser") to
BioTime, Inc. ("BioTime") for a period starting on the date hereof and
terminating on March 31, 2000, unless sooner terminated pursuant to the terms
hereof:
1. The Financial Adviser (a) will assist BioTime in its negotiations
with third parties who may be interested in obtaining rights in the United
States and foreign countries to BioTime's products and patents, and (b) will
provide financial consulting to BioTime, including advice on devising a capital
structure conducive to attracting additional financing from one or more domestic
or international pharmaceutical companies, venture capital funds, banks, or
other sources of private capital.
2. As compensation for the services of the Financial Adviser to be
performed hereunder, BioTime will pay the Financial Adviser $90,000 on the date
hereof and will thereafter pay Financial Adviser at the rate of $15,000 per
month payable quarterly in arrears on June 30, September 30, December 31, and
March 31, commencing with a payment of $45,000 on June 30, 1998. In addition,
BioTime agrees to reimburse the Financial Adviser, upon written request from
time to time, for all reasonable out-of-pocket expenses incurred in connection
with its engagement hereunder.
3. BioTime agrees to indemnify and hold harmless the Financial
Adviser and its officers, affiliates, employees, agents, assignees and
controlling persons (the Financial Adviser and each such person being
hereinafter called an "Indemnified Person") against any and all losses, damages,
claims, judgments, and expenses (including reasonable legal expenses), directly
or indirectly, caused by, relating to, or arising out of or in connection with
the Financial Adviser acting for BioTime hereunder or this Agreement. Biotime
also agrees that an Indemnified Person shall not have any liability to BioTime
or to any person (including without limitation, BioTime's shareholders) claiming
through BioTime or in connection with the engagement of the Financial Adviser
hereunder, except to the extent that any such liability is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal) to
have resulted primarily from the Indemnified Person's gross negligence or
willful misconduct.
4. This Agreement shall terminate on March 31, 2000, unless sooner
terminated pursuant to the following sentence. Either party may terminate this
Agreement upon not less than 30 days prior written notice to the other party;
provided, that if BioTime terminates this Agreement, the Financial Adviser shall
receive payment of its full monthly fee ($15,000) for the month in which this
Agreement is so terminated, even though such date may not be the last day of a
1.
calendar month. Notwithstanding the termination of this Agreement for any reason
pursuant to this paragraph 4, BioTime's obligations to the Financial Adviser
under paragraphs 3, 4, and 7 of this Agreement shall continue.
5. BioTime hereby represents and warrants to the Financial Adviser
that BioTime has full legal right, power and authority to enter into and perform
this Agreement and that all transactions contemplated hereby have been duly
authorized by all necessary corporate action on behalf of BioTime.
6. The validity and interpretation of this Agreement shall be
governed by the law of the State of New York applicable to agreements made and
to be fully performed therein.
7. The benefits of this Agreement shall inure to the respective
successors and assigns of the parties hereto, each Indemnified Person, and their
successors and assigns and representatives, and the obligations and liabilities
assumed in this Agreement by the parties hereto shall be binding upon their
respective successors and assigns.
8. Any notice given pursuant to the provisions of this Agreement
shall be in writing and shall be mailed or delivered (a) if to BioTime, to
BioTime, Inc., ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇,
Ph.D., or (b) if to the Financial Adviser, to Greenbelt Corp., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
9. For the convenience of the parties, this Agreement may be
executed by the parties hereto in counterparts. Each such counterpart shall be,
and shall be deemed to be, an original instrument, but all such counterparts
taken together shall constitute one and the same Agreement. This Agreement may
not be modified or amended except in writing signed by the parties hereto.
If the foregoing correctly sets forth our agreement, we would
appreciate your signing the enclosed copy of this letter in the space provided
and returning it to us.
Very truly yours,
GREENBELT CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Vice President
Confirmed and agreed to this
30th day of April, 1998
BIOTIME, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇, Ph.D
Title: Chairman and Chief
Executive Officer
2.
