Disclosure Letter” has the meaning set forth in Article III.
Equity Awards” means each outstanding award granted under the Asterias Equity Plans (including each outstanding Asterias
Stock Option and Asterias RSU Award).
Equity Plans” means the 2013 Equity Incentive Plan.
ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with Asterias and that,
together with Asterias, is treated as a single employer within the meaning of Section 414 of the Code or Section 4001 of ERISA.
Financial Advisor” has the meaning set forth in Section 3.20.
Governing Documents” means (a) the Asterias certificate of incorporation as amended and in effect on the date hereof
and (b) the bylaws of Asterias, as amended and restated as of the date of this Agreement.
In-bound License” has the meaning set forth in Section 3.14(e).
Intellectual Property” means (a) all Intellectual Property rights that are owned or purported to be owned by Asterias,
(b) all Intellectual Property rights licensed by Asterias and (c) all other Intellectual Property rights that are used or previously
used by Asterias.
International Plan” means an Asterias Plan that is subject to the Laws of any jurisdiction outside the United States
or provides compensation or benefits to an employee of Asterias who performs services primarily outside the United States.
Intervening Event” means an Effect that relates to Asterias (a) that was not known to the Asterias Board of Directors,
or the material consequences of which (based on facts known to members of the Asterias Board of Directors as of the date of this
Agreement) were not reasonably foreseeable by the Asterias Board of Directors, as of the date of this Agreement and (b) that does
not relate to (1) any Acquisition Proposal, (2) any change in the price, or change in trading volume, of BioTime Common Shares
or Asterias Common Stock (provided, however, that the exception in this clause (2) shall not apply to the underlying
causes giving rise to or contributing to such change or prevent any of such underlying causes from being taken into account in
determining whether an Asterias Intervening Event has occurred) and (3) meeting or exceeding internal or analysts’ expectations,
projections or results of operations (provided, however, that the exception in this clause (3) shall not apply to
the underlying causes giving rise to or contributing to such circumstances or prevent any of such underlying causes from being
taken into account in determining whether an Asterias Intervening Event has occurred).
IT Systems” shall mean hardware, software, data, databases, data communication lines, network and telecommunications
equipment, Internet-related information technology infrastructure, wide area network and other information technology equipment,
owned, leased or licensed by Asterias.