Neither Asterias nor, to the knowledge of Asterias, any of its officers, employees or agents has been convicted of any crime or
engaged in any conduct for which debarment is mandated by 21 U.S.C. § 335a(a) or any similar Law or authorized by 21 U.S.C.§
335a(b) or any similar Law. Neither Asterias nor, to the knowledge of Asterias, any of its officers, employees or agents has been
convicted of any crime or engaged in any conduct for which such Person could be excluded from participating in the federal health
care programs under Section 1128 of the U.S. Social Security Act of 1935, as amended, or any similar Laws.
Asterias has not received any written notice that the FDA or any other Governmental Authority has (i) commenced, or threatened
to initiate, any action to limit or enjoin production of any Medical Product or (ii) commenced, or threatened to initiate, any
action to limit or enjoin the use of any facility where any Medical Product is manufactured, stored, handled, shipped, transferred,
tested or packaged by Asterias or its agents.
For each study of a Medical Product controlled by and, to the knowledge of Asterias, for each study of a Medical Product not controlled
by but sponsored or commissioned by, or conducted at the request of, Asterias in which human subjects participated, Asterias or
the party conducting the study obtained the informed consent of such human subjects in accordance with FDA regulations on Protection
of Human Subjects, 21 C.F.R. Part 50, the ICH E6 Good Clinical Practice: Consolidated Guidance (1996), and in accordance with
all applicable Laws, statutes, rules, regulations and ordinances, and all amendments to any of the foregoing. All clinical studies
conducted by or on behalf of Asterias were conducted in accordance with applicable requirements of 21 C.F.R. Parts 54 and 56,
and such other Laws governing the conduct of clinical studies.
3.27 No Other Representations or Warranties. Except for the representations and warranties expressly set forth in this
Agreement, neither Asterias nor any other Person on behalf of Asterias makes any express or implied representation or warranty
with respect to Asterias or with respect to any other information provided to BioTime or Merger Sub in connection with the Transactions.
3.28 Disclaimer of Other Representations and Warranties. Asterias acknowledges and agrees that, except for the representations
and warranties expressly set forth in this Agreement (a) each of BioTime and Merger Sub is not making and has not made any representations
or warranties relating to itself or its business or otherwise in connection with the Transactions, including the Merger, and none
of Asterias or its Representatives is relying on any representation or warranty of BioTime or Merger Sub except for those expressly
set forth in this Agreement and (b) no Person has been authorized by BioTime or Merger Sub to make any representation or warranty
relating to BioTime or Merger Sub or their respective businesses, and if made, such representation or warranty must not be relied
upon by Asterias as having been authorized by BioTime or Merger Sub.