sc13dza

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CxBErY2USQz0JUsPiaV5zflmxk+FAJcLUdSbihrSafjAyuWhg+9Q3GV0IlxaHRky MALQwoNokwVsooM6JppmaQ== 0000950149-03-000969.txt : 20030428 0000950149-03-000969.hdr.sgml : 20030428 20030428163013 ACCESSION NUMBER: 0000950149-03-000969 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20030428 GROUP MEMBERS: ALFRED D. KINGSLEY GROUP MEMBERS: GARY K. DUBERSTEIN GROUP MEMBERS: GREENBELT CORP. GROUP MEMBERS: GREENBROOK VALLEY LLC GROUP MEMBERS: GREENHOUSE PARTNERS, L.P. GROUP MEMBERS: GREENMINT LLC GROUP MEMBERS: GREENWAY PARTNERS, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOTIME INC CENTRAL INDEX KEY: 0000876343 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 943127919 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42290 FILM NUMBER: 03667072 BUSINESS ADDRESS: STREET 1: 935 PARDEE ST CITY: BERKELEY STATE: CA ZIP: 94710 BUSINESS PHONE: 5108459535 MAIL ADDRESS: STREET 1: 935 PARDEE STREET CITY: BERKELEY STATE: CA ZIP: 94710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GREENWAY PARTNERS L P CENTRAL INDEX KEY: 0000938356 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 277 PARK AVE 27TH FL CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2123505100 MAIL ADDRESS: STREET 1: 277 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 f89608sc13dza.htm SCHEDULE 13D/A sc13dza

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

BIOTIME INC.

(Name of Issuer)

Common Shares, no par value

(Title of class of securities)

09066L105

(CUSIP number)

Gary K. Duberstein, Esq.
Greenway Partners, L.P.
909 Third Avenue, 30th Floor
New York, New York 10022

(212) 350-5100

(Name, address and telephone number of person authorized to receive notices and communications)

April 9, 2003

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].

Note: When filing this statement in paper format, six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

(Continued on following page(s))
(Page 1 of 13 Pages)

TABLE OF CONTENTS


	ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
	ITEM 4. PURPOSE OF TRANSACTION
	ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
	ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
SIGNATURES
EXHIBIT INDEX
Exhibit 21



CUSIP No. 09066L105	13D	Page 2 of 13 Pages



1	NAME OF REPORTING PERSON: GREENBELT CORP.

	S.S. OR I.R.S. IDENTIFICATION NO.
	OF ABOVE PERSON: 13-3791931

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a)[x]
		(b)[_]

3	SEC USE ONLY

4	SOURCE OF FUNDS: 00

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF	7	SOLE VOTING POWER	774,460
SHARES

BENEFICIALLY	8	SHARED VOTING POWER:	0
OWNED BY

EACH	9	SOLE DISPOSITIVE POWER:	774,460
REPORTING

PERSON WITH	10	SHARED DISPOSITIVE POWER:	0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY
	REPORTING PERSON:		774,460

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN		[_]
	SHARES:

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		5.7%

14	TYPE OF REPORTING PERSON:	CO



CUSIP No. 09066L105	13D	Page 3 of 13 Pages



1	NAME OF REPORTING PERSON: GREENWAY PARTNERS, L.P.

	S.S. OR I.R.S. IDENTIFICATION NO.
	OF ABOVE PERSON: 13-3714238

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) [x]
		(b) [_]

3	SEC USE ONLY

4	SOURCE OF FUNDS: WC, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):		[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER:	90,750

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER:	0

EACH REPORTING	9	SOLE DISPOSITIVE POWER:	90,750

PERSON WITH	10	SHARED DISPOSITIVE POWER:	0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:		90,750

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:		[_]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		0.7%

14	TYPE OF REPORTING PERSON:	PN



CUSIP No. 09066L105	13D	Page 4 of 13 Pages



1	NAME OF REPORTING PERSON: GREENHOUSE PARTNERS, L.P.

	S.S. OR I.R.S. IDENTIFICATION NO.
	OF ABOVE PERSON: 13-3793447

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) [x]
		(b) [_]

3	SEC USE ONLY

4	SOURCE OF FUNDS: WC, AF, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER:	0

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER:	90,750

EACH REPORTING	9	SOLE DISPOSITIVE POWER:	0

PERSON WITH	10	SHARED DISPOSITIVE POWER:	90,750

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:		90,750

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:		[_]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		0.7%

14	TYPE OF REPORTING PERSON:	PN



CUSIP No. 09066L105	13D	Page 5 of 13 Pages



1	NAME OF REPORTING PERSON: GREENBROOK VALLEY LLC

	S.S. OR I.R.S. IDENTIFICATION NO.
	OF ABOVE PERSON:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) [x]
		(b) [_]

3	SEC USE ONLY

4	SOURCE OF FUNDS: WC, AF, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER:	0

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER:	90,750

EACH REPORTING	9	SOLE DISPOSITIVE POWER:	0

PERSON WITH	10	SHARED DISPOSITIVE POWER:	90,750

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:		90,750

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:		[_]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		0.7%

14	TYPE OF REPORTING PERSON:	OO



CUSIP No. 09066L105	13D	Page 6 of 13 Pages



1	NAME OF REPORTING PERSON: GREENMINT LLC

	S.S. OR I.R.S. IDENTIFICATION NO.
	OF ABOVE PERSON:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) [x]
		(b) [_]

3	SEC USE ONLY

4	SOURCE OF FUNDS: WC, AF, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware

NUMBER OF SHARES	7	SOLE VOTING POWER:	0

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER:	90,750

EACH REPORTING	9	SOLE DISPOSITIVE POWER:	0

PERSON WITH	10	SHARED DISPOSITIVE POWER:	90,750

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:		90,750

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:		[_]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		0.7%

14	TYPE OF REPORTING PERSON:	OO



CUSIP No. 09066L105	13D	Page 7 of 13 Pages



1	NAME OF REPORTING PERSON: ALFRED D. KINGSLEY

	S.S. OR I.R.S. IDENTIFICATION NO.
	OF ABOVE PERSON:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) [x]
		(b) [_]

3	SEC USE ONLY

4	SOURCE OF FUNDS: PF, AF, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):	[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF SHARES	7	SOLE VOTING POWER:	2,339,477

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER:	865,210

EACH REPORTING	9	SOLE DISPOSITIVE POWER:	2,339,477

PERSON WITH	10	SHARED DISPOSITIVE POWER:	865,210

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:		3,204,687

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:		[_]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		22.8%

14	TYPE OF REPORTING PERSON:	IN



CUSIP No. 09066L105	13D	Page 8 of 13 Pages



1	NAME OF REPORTING PERSON: GARY K. DUBERSTEIN

	S.S. OR I.R.S. IDENTIFICATION NO.
	OF ABOVE PERSON:

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:	(a) [x]
		(b) [_]

3	SEC USE ONLY

4	SOURCE OF FUNDS: PF, AF, OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):		[_]

6	CITIZENSHIP OR PLACE OF ORGANIZATION: United States

NUMBER OF SHARES	7	SOLE VOTING POWER:	10,895

BENEFICIALLY OWNED BY	8	SHARED VOTING POWER:	865,210

EACH REPORTING	9	SOLE DISPOSITIVE POWER:	10,895

PERSON WITH	10	SHARED DISPOSITIVE POWER:	865,210

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON:		876,105

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:		[_]

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):		6.5%

14	TYPE OF REPORTING PERSON:	IN

This Amendment No. 11 (“Amendment No. 11”) amends and supplements the Statement on Schedule 13D (as amended by Amendment No. 1, dated May 14, 1998, Amendment No. 2, dated August 18, 2000, Amendment No. 3, dated December 8, 2000, Amendment No. 4, dated March 30, 2001, Amendment No. 5, dated August 31, 2001, Amendment No. 6, dated April 1, 2002, Amendment No. 7 dated April 17, 2002, Amendment No. 8 dated May 31, 2002, Amendment No. 9 dated July 3, 2002, and Amendment No. 10 dated December 3, 2002 (the “Statement”)) relating to the common shares, no par value (the “Shares”), of BioTime Inc., a California corporation (the “Company”), and is filed by and on behalf of Greenbelt Corp. (“Greenbelt”), Greenway Partners, L.P. (“Greenway”), Greenhouse Partners, L.P. (“Greenhouse”), Greenbrook Valley LLC (“Greenbrook”), Greenmint LLC (“Greenmint”), Alfred D. Kingsley and Gary K. Duberstein (collectively, the “Reporting Persons”). Unless otherwise defined herein, all capitalized terms used herein shall have the meanings previously ascribed to them in the previous filing of the Statement.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

During April 2003, holders of $2,750,000 principal amount of the BioTime, Inc. Series 2001-A Debentures granted BioTime a “pay in kind” right allowing (but not requiring) BioTime to make interest payments in Shares instead of cash for the interest payments due during August 2003 and February 2004 (the “PIK Right”). BioTime retained the right to pay the interest due in cash. Each debenture holder who agreed to grant BioTime the PIK Right received a three-year warrant entitling the holder to purchase Shares for $1.50 per share (the “PIK Warrants”). The number of Shares covered by the PIK Warrants is the amount of debenture interest due in August 2003 and February 2004 divided by the $1.50 exercise price. Mr. Kingsley agreed to grant the PIK Right with respect to the $1,500,000 principal amount of debentures he holds and received PIK Warrants to purchase a total of 100,000 Shares for granting the PIK Right. In addition, Mr. Kingsley agreed that if BioTime exercises the PIK Right he will provide BioTime with the cash required to pay the interest due on any debentures held by persons who did not grant BioTime the PIK Right. In consideration of his agreement to do so, BioTime issued to Mr. Kingsley PIK Warrants to purchase an additional 39,999 Shares, which is the number of warrants that would have been issued had those debenture holders agreed to grant the PIK Right. When Mr. Kingsley provides BioTime with the cash to pay the interest due, he will receive the number of Shares that the debenture holders would have received had they accepted stock in lieu of cash interest payments.

The PIK Warrants will expire in three years and will not be exercisable thereafter. The PIK Warrants will be redeemable by BioTime at $0.05 per warrant share if the closing price of the Shares on the American Stock Exchange exceeds 200% of the exercise price for 20 consecutive trading days.

If BioTime actually elects to pay interest in stock instead of cash, the Shares issued on the interest payment date will be valued at the lower of (a) $1.20 or (b) 80% of the average closing price of the Shares on the AMEX for the 10 trading days prior to the interest payment date, but not less than $0.80 per Share.

BioTime granted registration rights for the PIK Warrants and shares on substantially the same terms as the registration rights covering the warrants issued when the debentures were originally sold. All prices and share amounts will be adjusted for any stock splits, reverse splits, recapitalization, or similar changes to the Shares.

An additional 35,068 Shares were earned by Greenbelt pursuant to the 2002 Consulting Agreement for the period from December 4, 2002 through March 31, 2003.

Page 9 of 13

ITEM 4. PURPOSE OF TRANSACTION

The information presented in response to Item 3 is incorporated by reference herein.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a) As of April 23, 2003, the Reporting Persons beneficially owned in the aggregate 3,215,582 Shares constituting 22.9% of the outstanding Shares. Pursuant to Rule 13d-3 under the Securities and Exchange Act of 1934, (i) such aggregate number includes 310,769 previously reported March Aggregate Warrant Shares (as adjusted for expired warrants), and (ii) 35,068 Shares (the “Greenbelt Consulting Shares”) earned from December 4, 2002 through March 31, 2003 under the “2002 Consulting Agreement” as hereinafter defined. The percentage of Shares beneficially owned by the Reporting Persons is determined based upon an aggregate of 14,040,869 Shares outstanding consisting of (a) the 13,565,101 Shares outstanding on March 20, 2003, based upon the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, (b) the 310,769 remaining March Aggregate Warrant Shares, (c) 25,000 Greenbelt Consulting Shares issuable on March 31, 2003, and (c) 139,999 PIK Warrant Shares. The Reporting Persons may be deemed to have direct beneficial ownership of Shares as set forth in the following table. In such table, pursuant to Rule 13d-3, the Greenbelt Consulting Shares are deemed outstanding for determining the percentage ownership of Shares by Greenbelt. The Kingsley Warrant Shares, the March Kingsley Warrant Shares, and 139,999 PIK Warrant Shares are deemed outstanding for determining the percentage ownership of Shares by Kingsley, who is the direct beneficial owner thereof.


			Approximate Percentage
Name	Number of Shares		of Outstanding Shares

Greenbelt		774,460		5.7	%
Greenway		90,750		0.7	%
Kingsley		2,339,477		16.7	%
Duberstein		10,895		0.1	%

Greenbelt has direct beneficial ownership of 774,460 Shares, including the Greenbelt Consulting Shares. Each of Messrs. Kingsley and Duberstein, as executive officers and directors of Greenbelt, may be deemed to beneficially own the Shares that Greenbelt beneficially owns. Each of Messrs. Kingsley and Duberstein disclaims beneficial ownership of such Shares for all other purposes.

Greenhouse, as the general partner of Greenway, may be deemed to own beneficially (as that term is defined in Rule 13d-3) Shares which Greenway may be deemed to possess direct beneficial ownership. Each of Messrs. Kingsley and Duberstein, and Greenbrook and Greenmint, through their ability to control Greenhouse, may be deemed to beneficially own Shares which Greenhouse may be deemed to beneficially own. Each of Messrs. Kingsley and Duberstein, and Greenbrook and Greenmint, disclaims beneficial ownership of such Shares for all other purposes.

(b) Greenbelt has the sole power to vote or direct the vote of 774,460 Shares and the sole power to dispose or direct the disposition of such Shares. Messrs. Kingsley and Duberstein may be deemed to share with Greenbelt the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.

Greenway has the sole power to vote or direct the vote of 90,750 Shares and the sole power to dispose or direct the disposition of such Shares. Greenhouse, Greenbrook, Greenmint and Messrs. Kingsley and Duberstein may be deemed to share with Greenway the power to vote or to direct the vote and to dispose or to direct the disposition of such Shares.

Page 10 of 13

If Mr. Kingsley were to exercise in full the Kingsley Warrant, the August Kingsley Warrant, the March Kingsley Warrant, and his PIK Warrants, which are all presently exercisable, he would have the sole power to vote or direct the vote of 2,339,477 Shares and the sole power to dispose or direct the disposition of such Shares.

Mr. Duberstein has the sole power to vote or direct the vote of 10,895 Shares and the sole power to dispose or direct the disposition of such Shares.

(c) Information concerning transactions in the Shares by the Reporting Persons since the filing of Amendment No. 10 is set forth in Item 3.

(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares reported in this Statement.

(e) Not applicable.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

The following Exhibits are filed herewith:


		DESCRIPTION

20.		Warrant Agreement dated April 9, 2003 between BioTime Inc. and certain holders of the Series 2001-A Debentures. (Incorporated by reference to Exhibit 10.21 of BioTime’s Annual Report on Form 10-K/A-1 for the fiscal year ended December 31, 2002)

21.		Letter Agreement, dated April 3, 2003 between Alfred Kingsley and BioTime, Inc.

Page 11 of 13

SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information contained in this Statement is true, complete and correct.

Dated: April 25, 2003


GREENHOUSE PARTNERS, L.P		GREENMINT LLC
By:	Greenmint LLC,
	its general partner	By:	/s/Gary K. Duberstein

By:	/s/Gary K. Duberstein		Gary K. Duberstein,
			Member
	Gary K. Duberstein,
	Member	GREENBROOK VALLEY LLC

GREENWAY PARTNERS, L.P.		By:	/s/Alfred D. Kingsley
By:	Greenhouse Partners, L.P.,
	its general partner		Alfred D. Kingsley
			Member
By:	Greenmint LLC, its general partner

By:	/s/Gary K. Duberstein

	Gary K. Duberstein,
	Member

GREENBELT CORP.

By:	/s/Alfred D. Kingsley

	Alfred D. Kingsley,
	President

	/s/Alfred D. Kingsley

	Alfred D. Kingsley

	/s/Gary K. Duberstein

	Gary K. Duberstein

Page 12 of 13

EXHIBIT INDEX


		DESCRIPTION

20		Warrant Agreement dated April 9, 2003 between BioTime Inc. and certain holders of the Series 2001-A Debentures. (Incorporated by reference to Exhibit 10.21 of BioTime’s Annual Report on Form 10-K/A-1for the fiscal year ended December 31, 2002)

21		Letter Agreement, dated April 3, 2003, between Alfred Kingsley and BioTime, Inc.

Page 13 of 13

EX-21 3 f89608exv21.htm EXHIBIT 21 exv21

(BIOTIME,INC. LOGO)
BIOTIME, INC.

EXHIBIT 21

April 2, 2003

To BioTime Series 2001-A Debenture Holders

Dear Mr. Kingsley:

BioTime, Inc. is offering you and each other holder of its Series 2001-A Debentures the option of receiving BioTime common stock in lieu of the cash interest payments that will be due during August 2003 and February 2004. If you accept this offer, you will be granting BioTime a “pay in kind” right allowing (but not requiring) BioTime to make those interest payments in common shares instead of cash (the “PIK Right”). BioTime will still have the right to pay you the interest due in cash.

Each debenture holder who agrees to grant BioTime the PIK Right will receive a three-year warrant entitling the holder to purchase BioTime common shares for $1.50 per share. The number of shares covered by the warrants will be the amount of debenture interest due in August 2003 and February 2004 divided by the $1.50 exercise price. For example, as a holder of $1,500,000 of debentures, by granting BioTime the PIK Right with respect to the $150,000 of interest due on your debentures, you would receive a warrant to purchase 100,000 shares at $1.50 per share.

The warrants will expire in three years and will not be exercisable thereafter. The warrant will be redeemable by BioTime at $0.05 per warrant share if the closing price of the common stock on the American Stock Exchange (or the average between bid and asked prices in the over-the-counter market if the shares are not then traded on the AMEX) exceeds $3.00 for 20 consecutive trading days. BioTime would give you 20 days notice before the redemption date so that you may exercise your warrants. Warrants that are not exercised before the redemption date will cease to be exercisable on that date and will only entitle the holder to receive $0.05 per warrant share. The other terms and conditions of the warrants will be substantially the same as those issued to you when you purchased your debentures.

If BioTime actually elects to pay interest in stock instead of cash, the common shares issued on the interest payment date will be valued at the lower of (a) $1.20 or (b) 80% of the average closing price of BioTime common shares on the AMEX (or the average between bid and asked prices in the over-the-counter market if the shares are not then traded on the AMEX) for the 10 trading days prior to the interest payment date, but not less than $0.80 per share. For example, as a holder of $1,500,000 of debentures you would receive at least 124,998 shares and not more than 187,500 shares.

BioTime would grant registration rights for the warrants and shares on substantially the same terms as the registration rights covering the warrants issued to you when you purchased your debentures. All prices and share amounts will be adjusted for any stock splits, reverse splits, recapitalization, or similar changes to the common shares.

935 Pardee Street, Berkeley, CA 94710 • Tel: 510-845-9535 • FAX: 510-845-7914

You have agreed with BioTime that if BioTime exercises the PIK right you will provide BioTime with the cash required to pay the interest due on any debentures held by persons who do not grant BioTime the PIK Right. In consideration of your agreement to do so, BioTime will issue to you a warrant for the same number of shares that would have been issued had those debenture holders agreed to grant the PIK Right, and when you provide BioTime with the cash to pay the interest due you will receive the number of shares that the debenture holders would have received had they accepted stock in lieu of cash interest payments.

If you wish to grant BioTime the PIK Right with respect to your debentures, please so indicate by placing a check mark in the appropriate place below, signing, and returning the enclosed copy of this letter. Your agreement to grant BioTime the PIK Right is irrevocable.

Enclosed with this letter is a copy of BioTime’s Annual Report on Form 10-K for the year ended December 31, 2002, and a copy of its Form 10-Q for the three and nine months ended September 30, 2002, as filed with the Securities and Exchange Commission. BioTime’s Form 10-K does not include financial statements and certain other items, which will be filed by amendment. For the 12 months ended December 31, 2002, BioTime incurred a net loss of $2,844,932 ($0.23 per share) on royalty revenues of $352,641. At December 31, 2002, BioTime had cash and cash equivalents of $1,284,432.


		Very truly yours,

		Paul Segall Chairman and Chief Executive Officer

x I hereby grant BioTime the PIK Right to issue common shares in lieu of cash payments of the interest due in August 2003 and February 2004 on my Series 2001-A debentures, as described above.

Date: April 3, 2003


		/s/ Alfred D. Kingsley

		(Signature)

		Alfred D. Kingsley

		(Please Print Name)

935 Pardee Street, Berkeley, CA 94710 • Tel: 510-845-9535 • FAX: 510-845-7914 GRAPHIC 4 f89608f8960800.gif GRAPHIC begin 644 f89608f8960800.gif M1TE&.#EA00!``/<```````$!`0("`@,#`P0$!`4%!08&!@<'!P@("`D)"0H* M"@L+"PP,#`T-#0X.#@\/#Q`0$!$1$1(2$A,3$Q04%!45%186%A<7%Q@8&!D9 M&1H:&AL;&QP<'!T='1X>'A\?'R`@("$A(2(B(B,C(R0D)"4E)28F)B7IZ>GM[>WQ\?'U]?7Y^?G]_?X"`@(&!@8*" M@H.#@X2$A(6%A8:&AH>'AXB(B(F)B8J*BHN+BXR,C(V-C8Z.CH^/CY"0D)&1 MD9*2DI.3DY24E)65E9:6EI>7EYB8F)F9F9J:FIN;FYRGI^?GZ"@ MH*&AH:*BHJ.CHZ2DI*6EI::FIJ>GIZBHJ*FIJ:JJJJNKJZRLK*VMK:ZNKJ^O MK["PL+&QL;*RLK.SL[2TM+6UM;:VMK>WM[BXN+FYN;JZNKN[N[R\O+V]O;Z^ MOK^_O\#`P,'!P<+"PL/#P\3$Q,7%Q<;&QL?'Q\C(R,G)RWM_?W^#@X.'AX>+BXN/CX^3DY.7EY>;FYN?GY^CHZ.GIZ>KJZNOK MZ^SL[.WM[>[N[N_O[_#P\/'Q\?+R\O/S\_3T]/7U]?;V]O?W]_CX^/GY^?KZ M^OO[^_S\_/W]_?[^_O___RP`````00!````(_P#_"1Q(L*#!@P@3*ESXSQ]# MA0X?2FP8<:)%@>:"G=*$R1(F3J:$H;M(4+!PX-0. M"14B,'B0@DTQ@:7V."/ICU\_?W#C.I3[CQR=5O_B\?'0P`*'#R`"@V!`2\@& M$8`_<*#`((.<=/]BV2%'L9_EBC1#2`0"P;Q@4*" M*-W^89(TT9_EM[9O6_XG+PWE.SBD9!"QNGB%,R\Z>/CPP4-@#X@_-*A!YA^[ M-.O^W8[;D*#N[[NKR?_Y5XV$A!KX*!!?SAP$>Q`8.C3WL'RY>P\:F*P[8"'8 MOSW+:$<77`/9!A=NW`%SR#^9("`""1%<4H<%K-%77V(6>J#<D0'+1Y8PB_YSQ0`DQQBA"=*FQMJ-[[C%GX7SLT><><1(@\0\GO"B) MV5O?68?'/V]$8(())(PP@F#L?:!<>QF*2)^>/LKG)7&I16"D(MA0-!>!BD8T MQC^/-$#G"")02MRES8W`W'I?AMD<8!GJ^,&5#U2W!D*V">C0'OP0PP"=)#S_ M>&>%B/GHY9\;UJ=AC_/=AV-J(BRP&1H'Y?;6/\N<\D\')%!IZ96C`L9I>\KE MNB=]UX;)'F*4(H#.,DD2%%=2_YS*10,C4%EI<:'-]ZD',WIIJP@;?JJC?8"1 MH($*_]@Q%T*HB*.,$\R>[%;Y'`G,V8F!!%2T: M4A!W_KQ9@P9PP#,#<1Q@X%Q[&(+IGHC5_GAM`@'<6=>`@@4T(.,0$FA,L0PW,PQP09> MNB=?KH+40T@'&4C#I$/<`-``!UF"L($2__Q18%*#_'/#"2A@'FNL(EC`>#_Z M[/,/*BS@$(PB M#O,XQ0$H)9K08&`\ET#>D?[A!Q"HP`0<%$$)@!@K!A2"'0#X`1+UH0^!Y`$! MT&.->0`@BW_P@XI)>48%H/"/0!B`4BS[@)TZ`(1_>(Q`CO@'%DK00_:A((AV MBI$$>/`/'R!B(.2:A[Y2LX`T+/!8`LD$`*#QCQ\X0&%;6LT(U$:01?R#!RI0 M`0HX2"=GR3`P'-C`,?(`!%2LL#OXX(#6VD80>T2B`U2X1RLHH($K!48U"ZL4 M!?I!B04*)&TLX-`(3I"N-5*J3H1:@!G&<(!2W6,@VS##'`AR"290P`$]F,4* M+##_*N(DYII7JI0#UD$*=PPDDCBP!",:T81T50F$#V+-E3:@`J76BI!PU*CJ3Q]:4.GDUECMQ2_?T"B(F%4`R5U.2<9_PT/B)1*F$E!(,.5 M51*!!R[GI<2H)C'\@M)`6B&/3&1`E[M$&&%Q]].+F?8Y%NI0AE";JPQ! M%@09>,(_%C00:13C&A)006=]*,,UKK%2.=K6>\!T*VU-#3KS=0X%#-&/3Q!D M'Y'XAP=0@,;+F;.],D)I:BZTL$\Q=E<\\J[?VG,`:2@C&07ZAQ2UH%/W4>G` MOB34/:.A*D%N,(!@5H:V`0FN"SP!J!;S6E)5_Q:6+V MPE9Q<22"#(2AD`:A!VV&>[G.IJM2#P*A1'7DSVB]QSF=PI9C-00J$1@`&M2X MQ4$^F8@-L``#'_CJ0Q^DKL+R%O]8/>82(KND92XOAP,A[0`+_E$(A'@#<1'@ MP"/4H<9)4>K&ZT(D=,(WFA$?UF^ITY,+@B$""2R@%?F8*4)*!(A'I*)2MJ63 M&A.&2$7RML$Y(E20.72A#VA`#?D(A`7^@8B6(`0=G/A'RN:$L!NWMZ>?31BT MNN2PIHK*OAF:@`>(L`M\I$TAA^B'"SO8082=@+>"G14Z>>S4T/18QSF*V*\J M0+YY?HPN_W`#G"R`QC6VKTXRY"*PH+PRX#H8);`(;_?A`LTK0RYYB$J65&G&JXXNO M:VD7`9'_)%9"R$60.]0C'1$`]?"FJ\8N'Q:[PIV/H+*%(P/$H9!'O`@1T3&< M'Y:@=/"SYKJDM>4_W<<"MO+``4Y%"6!<)")JT(<]-%>G"8"BX)CJ,7`[D'-> M+>?5$O@3`-XTB7_?9`Y.>8);G^`."N"NJ7>R$PC`QR?3!HL<59"?`?!R"*L_ MA=8H\@0!7(&$#JS1U)MB#0=N,#TZ6P@^-(@'`&"@CG_`@1J''PA;_W&/*AB` M65U,37LJ\`T*R(M'$Y-Z!V8:S\^%?B#RT`/%OT$%K?1SMQ3(1@76@UU7+V`" M@!!((CQQ^X,4(P_1X,P@5,"`YRFR.1;P!FH4M@$+,(`!-R"%ID!,T8=V-#\A MO-`#+00"CDHT000/8$`##E`)!#S``0F80`FP4`IX_,,>E?`'VB`0KB`(IQ!F M:W%^`W$-.I$+[_0/]4`-NH`*D0`*J^`+V6`__]`.IZ`'G=!1`X$+RE`*B_`, M"F@0V1`*AW`(F9`+TA`.Z(`.W_`,M%`)A'`(J9!5!9$/MZ`,H:`*K'2""'$/ 9W5`,M>`*L&`+R!`.+B:$)?$O*7)X`0$`.S\_ ` end -----END PRIVACY-ENHANCED MESSAGE-----

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