12. Acquisition of Cell Cure Neurosciences, Ltd.

On October 18, 2010, BioTime completed the acquisition of 104,027 ordinary shares of Cell Cure Neurosciences by paying $4,100,000 including $3,847,392 in cash and by converting into Cell Cure Neurosciences shares a $250,000 loan that BioTime previously made to Cell Cure Neurosciences. Two other Cell Cure Neurosciences shareholders, Teva and -HBL- Hadasit Bio-Holdings, Ltd ("HBL") concurrently completed their acquisition of Cell Cure Neurosciences shares. Teva acquired 49,975 Cell Cure Neurosciences shares for $2,000,000 in cash, and HBL acquired 25,625 Cell Cure Neurosciences shares for $897,962 in cash and by converting into Cell Cure Neurosciences shares a $100,000 loan previously made to Cell Cure Neurosciences. As a result of the share purchase, at December 31, 2012 BioTime owned, directly and through ESI, approximately 53.6% of the outstanding ordinary shares of Cell Cure Neurosciences, HBL owns approximately 26.3% of the outstanding ordinary shares, and Teva owns approximately 19.9% of the ordinary shares.

Cell Cure Neurosciences is developing stem cell-based therapies for retinal and neurological disorders, including the development of retinal pigment epithelial ("RPE") cells for the treatment of macular degeneration, and treatments for multiple sclerosis.

With more than 50% interest in Cell Cure Neurosciences, BioTime accounts for Cell Cure Neurosciences using the purchase method of accounting, in accordance with Accounting Standards Codification 805, Business Combinations ("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 October 18, 2010. BioTime amortizes intangibles over the estimated useful life of 10 years on a straight line basis.

The purchase price for the acquisition is being allocated as follows:

Components of the purchase price:
Note receivable	$	250,000
Interest accrued on note receivable		2,608
Cash		3,847,392
Total purchase price	$	4,100,000

Allocation of purchase price:
Assets acquired and liabilities assumed:
Cash	$	480,502
Prepaid and other current assets		472,636
Property and equipment		391,694
Intangible assets		5,480,634
ESI's equity investment in Cell Cure Neurosciences		(2,705,745	)
Total investment		7,100,000
Noncontrolling interest		(5,894,255	)
Current liabilities		(1,225,466	)
Net assets acquired	$	4,100,000