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Exhibit 10.38


                                Agreement 08-0155A





This First Amendment of Commercial License and Option Agreement is made effective the 11th day of March 2009 (“Amendment Date”), by and between the Wisconsin Alumni Research Foundation (hereinafter called “WARF”), a nonprofit Wisconsin corporation, and BioTime, Inc. (hereinafter called “Licensee”), a corporation organized and existing under the laws of California.


WHEREAS, WARF and Licensee have entered into a Commercial License and Option Agreement (“Agreement”) with respect to certain Licensed Patents and Licensed Materials, as defined therein.


WHEREAS, the parties desire to amend certain license fee, maintenance fee, and patent cost payment provisions.


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties covenant and agree as follows:


1.           Section 4A of the Agreement is amended to read as follows:


“A.            License and Maintenance Fees .


Licensee agrees to pay to WARF a license fee of $295,000 due and payable as follows:  (1) the first installment of $10,000 shall be paid in cash within thirty (30) days after the Effective Date of this Agreement, (2) the second installment of $70,000 shall be paid within ten (10) days after the Amendment Date by issuing to WARF a number of common shares, no par value, of Licensee (“Shares”) having a Market Value of $70,000, and (3) the remaining $215,000 shall be paid in cash on the earlier of: (i) thirty (30) days after Licensee raises $5,000,000 or more

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