Substances” means (1) those substances, materials, contaminants or wastes defined in or regulated as “hazardous”,
“toxic”, or “radioactive”, under the following U.S. federal statutes and their state counterparts, as
amended to date, and all regulations thereunder: the Hazardous Materials Transportation Act, the Resource Conservation and Recovery
Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act,
the Atomic Energy Act, the Federal Insecticide, Fungicide and Rodenticide Act, and the Clean Air Act, (2) petroleum and petroleum
products, including crude oil and any fractions thereof, (3) natural gas, synthetic gas and any mixtures thereof, (4) polychlorinated
biphenyls, friable asbestos and radon and (5) any biological or chemical substance, material or waste regulated or classified
as “hazardous”, “toxic”, or “radioactive” by any Governmental Authority pursuant to any Environmental
means with respect to any Person, any indebtedness of such Person (excluding accrued expenses and trade payables), whether or
not contingent (a) in respect of notes payable, accrued interest payable or other obligations for borrowed money, whether secured
or unsecured, (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements
in respect thereof); (c) in respect of banker’s acceptances; (d) representing capital lease obligations; (e) representing
the balance deferred and unpaid of the purchase price of any property or services due more than one (1) year after such property
is acquired or such services are completed; or (f) representing any hedging obligations, if and to the extent any of the preceding
items (other than letters of credit and hedging obligations) would appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP. In addition, the term “Indebtedness” includes all Indebtedness of others
secured by an Encumbrance on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person)
and, to the extent not otherwise included, the guarantee by the specified Person of any Indebtedness of any other Person. Indebtedness
will be calculated without giving effect to the effects of Statement of Financial Accounting Standards No. 133 and related interpretations
to the extent such effects would otherwise increase or decrease an amount of Indebtedness for any purpose under the indenture
as a result of accounting for any embedded derivatives created by the terms of such Indebtedness.
Parties” has the meaning set forth in Section 6.4.
Property” means the rights associated with or arising out of any of the following: (a) Patents; (b) Trade Secrets; (c)
Copyrights, (d) Trademarks, (e) Domain Names and (f) any similar, corresponding or equivalent Intellectual Property rights to
any of the foregoing anywhere in the world.
means the Internal Revenue Service.
Proxy Statement” means a joint proxy statement to be sent to the stockholders of Asterias and the stockholders of BioTime
(together with any amendments or supplements thereto) in connection with the Transactions.
of Asterias” means the actual knowledge of each executive officer of Asterias set forth on Section 1.1 of the
Asterias Disclosure Letter.
of BioTime” means the actual knowledge of each executive officer of BioTime set forth on Section 1.1 of the BioTime