Hepalife Technologies Inc.

Achilles A. Demetriou, MD, PhD, FACS is President of University Hospitals, a Health System based in Cleveland, OH. He is also Professor of Surgery and Vice Dean for Clinical Affairs at the School of Medicine, Case Western Reserve University, Cleveland, OH. Until recently, he was Chairman of the Department of Surgery at Cedars-Sinai Medical Center, a position he has held since 1995. He also served as Director of the Liver Support Unit at Cedars-Sinai. Additionally, he was Professor of Surgery and Vice Chairman of the Department of Surgery at UCLA School of Medicine. He received an MD degree from Hebrew University-Hadassah Medical School, Jerusalem, Israel, under a scholarship from the World Health Organization and a Ph.D. degree in Biochemistry from George Washington University, Washington, DC. Dr. Demetrioua s research projects focused on bioartificial liver development, clinical trials of liver support systems, hepatocyte transplantation biology and gene expression abnormalities in liver disease. He holds multiple patents in conjunction with his liver research and is co-inventor and developer of what is now HepaLifea s HepaMatea bioartificial liver technology. He has written extensively, with 200 publications in peer-reviewed journals to his credit as well as 210 non-peer-reviewed, including a number of chapters on transplantation issues and clinical trials of the bioartificial liver.

Donna A. Lopolito, CPA joined the company in 2009 and serves as its Chief Financial Officer. Ms. Lopolito is Life Science Practice Leader and Client Service CFO with AccountAbility Outsourcing Inc. and has been a Chief Financial Officer for thirteen years, primarily in the life sciences arena. She serves both private and public companies, with experience in venture capital and other private financings, initial public offerings, SEC compliance, and public/investor relations. Certain companies where she has served as full-time or interim CFO include Afferent, AMAG, Au Bon Pain, Biolink, Codon Devices, Genocea, Gloucester Pharmaceuticals, Idera, Interleukin Genetics, myvu, Organogenesis, Phylogix, and Xanthus. Donna is a Certified Public Accountant and was a partner with PricewaterhouseCoopers. She is an active member in and Past-President of the Massachusetts Society of CPAs, an active member and former Council Member of the American Institute of CPAs, and Chairman of the Finance Committee for the Town of Easton. Additionally, she is a member of the Board of Directors and Audit Committee for Independent Bank Corp (Rockland Trust). Donna graduated with highest honors from Bentley College earning a Bachelora s degree in Accountancy.

Credited with three FDA approved human therapeutics and seven in clinical trials, Dr. Robert Tuttle is widely regarded as an innovative, pioneering cell and tissue culture biologist, with over 25 years of scientific research and commercial development experience. Previously, Dr. Tuttle served as Vice President Manufacturing for Genetix Pharmaceuticals, where he successfully led the cGMP manufacturing of the first clinical recombinant Lentivirus. Between 2000 through 2004, Dr. Robert Tuttle performed pioneering research in the Biodefense Medical Systems Department of the Battelle Memorial Institute. Dr. Robert Tuttle also served as the Director of Biologics for Novopharm Biotech between 1997 and 2000, during which time he invented processes to manufacture second entry biologics (Bio-Generics) such as TPA and EPO and a new, better formulation of paclitaxel (Taxol ). Taxol is the first anti-cancer agent to surpass $500 million in US sales, and since FDA approval, has generated over $10 billion in revenues. While at Immunomedics and Cytogen between 1991 and 1996, Dr. Robert Tuttle scaled up and manufactured six of the first clinical monoclonal antibodies. Earlier in his career, Dr. Tuttle directed manufacture and modernization of commercial plasma proteins at CSL in Kankakee, Illinois, and scaled up the first FDA-approved tissue engineered living skin equivalent at Organogenesis in Cambridge, Massachusetts.

Richard E. Kruger, PhD, RAC was appointed Director Regulatory Affairs in 2009. He is the principal of. Kruger Consulting, Inc. and has worked in the pharmaceutical/biotechnology industry as senior regulatory affairs professional for the past 30 years. While in Industry, Dr. Kruger held senior regulatory positions with Bristol-Myers, Ayerst Laboratories, Greenwhich Pharmaceuticals, Cellcor, Circe Biomedical, Antigenics, LLC., and Eligix, Inc. Among his accomplishments are a series of "firsts" including: a Treatment IND, Orphan Product and Pivotal Trial Status and a Compassionate Use Protocol with cost recovery for an autologous cellular therapy and Pivotal Trial Status for a xenogeneic bioartificial liver. Additionally, Dr. Kruger has had extensive dealings with CBER, CDER and CDRH at the U.S. Food and Drug Administration. Internationally, he has worked with regulatory agencies in Canada, the UK, and Germany. He received a Bachelors degree in Biology from American International College, a Master degree in Experimental Hematology from Long Island University and PhD in Biology from New York University. He is RAC certified. Dr. Kruger is a member of the New York Academy of Sciences, the AAAS, the Regulatory Affairs Professional Society, the International Society for Cell Therapy, and the Society of Professional Consultants.

Shawn P. Cain was appointed Director Product Development in 2009. Most recently Mr. Cain was Interim President and Chief Executive Officer of Arbios Systems, Inc., a developer of medical devices and cell-based therapies to enhance the survival of patients suffering from life-threatening episodes of liver failure. At Becton Dickinsona s Discovery Labware, Biologics Business, , Mr. Cain was responsible for the operation of two manufacturing facilities that produced over 900 biologics products. At Circe Biomedical, Inc., he served as Vice President of Operations for bioartificial liver technology, including what is now HepaLifea s HepaMatea system. Prior to Circe, Mr. Cain worked for W.R. Grace, Grace Biomedical supporting the development of medical devices, including an LDL removal device. During this time, he also co-invented the cellular cryopreservation procedures. Mr. Cain received his Master degree in Biological Sciences from the University of Massachusetts and a Bachelor degree in Biological Sciences from Northeastern University.

JAVIER JIMENEZ. Mr. Jimenez received both Bachelor and Masters degrees in Aeronautical Engineering from Universidad Politecnica de Madrid, Spain in 1991, and his Master's degree in Business Administration (MBA) from Boston University in 1996. In 2000, Mr. Jimenez joined GE Healthcare, a division of General Electric Company. During his tenure at GE Healthcare, Mr. Jimenez held several key finance and management positions, including eBusiness Finance Manager (Latin America), Finance Manager (Brazil), Finance Manager (Latin American Distributors), Manager, Financial Planning & Analysis, Manager, Global PET Operations and Director, Commercial Operations, in the United States and Latin America. In 2004, Mr. Jimenez joined ABIOMED, Inc., the developer of the world's first self-contained artificial heart, as Vice President, Operations. Mr. Jimenez served in numerous positions, most recently, as Vice President, General Manager Europe. In 2008 Mr. Jimenez became Partner in the New England practice of Tatum, LLC. a firm that provides companies with executive services and consulting, helping to maximize the Office of the CFO. Mr. Jimenez joined the Board of Directors on March 14, 2007.

The Board of Directors does not contemplate that any of the above-named nominees for director will refuse or be unable to accept election as a director of the Company, or be unable to serve as a director of the Company. Should any of them become unavailable for nomination or election or refuse to be nominated or to accept election as a director of the Company, then the persons named in the enclosed form of proxy intend to vote the shares represented in such proxy for the election of such other person or persons as may be nominated or designated by the Board of Directors. No nominee is related by blood, marriage, or adoption to another nominee or to any executive officer of the Company or its subsidiaries or affiliates. Assuming the presence of a quorum, each of the nominees for director of the Company requires for his election the approval of a plurality of the votes cast by the shares of Common Stock entitled to vote at the Annual Meeting.

Dr. Aly El-Banayosy, MD, is a distinguished, internationally recognized authority in artificial organ support. With more than 20 years of clinical expertise of managing patients with cutting-edge circulatory support systems, his research focus is mechanical circulatory support, cell therapy and liver replacement therapy. He heads the world's most active Ventricular Assist Device program at the Heart and Diabetes Center North Rhine-Westphalia in Bad Oeynhausen, Germany where he is also the Director of the Intensive Care Unit for Thoracic and Cardiovascular Surgery. The Heart and Diabetes Center North Rhine-Westphalia in Bad Oeynhausen, Germany, is a world-leading institution in the fields of cardiac, circulatory and metabolic diseases.

Fredric D. Gordon, MD, is a board certified Gastroenterologist, Medical Director of Liver Transplantation, and Director of Hepatology at the Lahey Clinic Medical Center, Massachusetts. Previously he was of Medical Director of Liver Transplantation at the New England Deaconess Hospital, Massachusetts. He completed a gastroenterology fellowship at the Deaconess Hospital, Massachusetts and received additional training in transplant hepatology at the Mayo Clinic, Minnesota. Dr. Gordon has published 130 articles, abstracts and reviews regarding liver transplantation and tertiary treatment of hepatic disease. He serves as a reviewer for a number of prestigious journals including JAMA, the New England Journal of Medicine, and the American Journal of Gastroenterology. His research interests include: liver transplantation, hepatitis C, live donor adult liver transplantation, portal hypertension, and the transjugular intrahepatic portosystemic shunt procedure. He is the principle investigator for approximately 10 ongoing studies at the Lahey Clinic. Dr. Gordon is the national principle investigator for the PROTECT study examining the outcome of hepatitis C therapy after liver transplantation.

Dr. Joerg C. Gerlach is an internationally renowned authority in liver function and disease, and cutting-edge artificial liver support systems. With formal European training and extensive European and American experience as a medical doctor and bioengineer, he is a specialist in experimental surgery, cell biology, hybrid organ development, bioengineering, and artificial liver devices. At the University of Pittsburgh's McGowan Institute for Regenerative Medicine, Dr. Gerlach currently directs the Bioreactor Group, researching stem cell utilization, hybrid organs and bioartificial liver systems. The McGowan Institute is internationally recognized for regenerative medicine research and the clinical translation of emerging therapies. The Institute serves as a single base of operations for the university's leading scientists and clinical faculty working to develop tissue engineering, cellular therapies, and artificial and biohybrid organ devices. Dr. Gerlach is a patent-holder in the field, and a published liver expert with more than 100 research publications to his credit (90 first-authorships) in peer-reviewed scientific publications and industry journals, alongside 100-plus research abstracts, 15 book contributions.

Dr. Michael Ott is leading the Cell and Gene Therapy group at the Center of Internal Medicine, Hannover Medical School, recognized as one of the world's leading centers for the treatment of liver diseases. As an authority in experimental hepatology and highly-innovative liver cell transplantation procedures for human patients suffering from acute liver failure, Dr. Ott brings unique expertise to HepaLife in the areas of adult and embryonic stem cell research as well as gene expression in fetal liver and hepatic progenitor cells. Dr. Ott has also developed techniques for the isolation, characterization and cryopreservation of human hepatocytes for clinical use according to the guidelines of 'good manufacturing practice' and continues to pursue additional clinical research for the management of acute liver failure and the application of extracorporeal liver devices in patients. Over a span of more than 15 years, Dr. Michael Ott's work in basic and clinical research in gastroenterology and hepatology has been extensively published in both abstract and peer-reviewed journals such as the Journal of Biological Chemistry, Hepatology, American Journal of Pathology, Journal of Hepatology, Differentiation, and the International Journal Developmental Biology.

Dr. Paul M. Coussens currently serves as Director of the Center for Animal Functional Genomics and the Molecular Pathogenesis laboratory at Michigan State University (MSU). The Molecular Pathogenesis Laboratory is dedicated to understanding the interactions between bacterial and viral pathogens and the host that lead to disease. Current pathogens of focus are M. paratuberculosis or Johne's disease in cattle and the closely related M. avium. In 1999, Dr. Coussens assumed a leadership role as Director of the MSU Center for Animal Functional Genomics to develop cDNA and oligonucleotide microarray facilities dedicated to physiology, immunology, nutrition, welfare and growth in livestock, companion, and wildlife animal species. In 1987 he joined in the Animal Science Department at Michigan State University, and in 1995, Dr. Coussens founded a biotechnology company focused on development of novel veterinary vaccines, diagnostics, and vaccine production systems, where he served as Chief Technology Officer. Dr. Coussens has published more than 70 peer-reviewed research articles, book chapters, and symposia papers, presented more than 150 abstracts and invited talks, and authored 12 U.S. patents as well as several international patents.