UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2020 • Compugen LTD • Biological products, (no disgnostic substances) • New York
COMMON STOCK PURCHASE WARRANT COMPUGEN LTD.Compugen LTD • June 19th, 2018 • Biological products, (no disgnostic substances)
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [_______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December 19, 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on June 19, 2023 (the “Termination Date”) but not thereafter, to subscribe for and purchase from COMPUGEN LTD., a corporation organized under the laws of the State of Israel (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Controlled Equity OfferingSM Sales AgreementCompugen LTD • May 25th, 2018 • Biological products, (no disgnostic substances) • New York
Compugen Ltd., a corporation organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SALES AGREEMENTSales Agreement • January 31st, 2023 • Compugen LTD • Biological products, (no disgnostic substances) • New York
COMPUGEN LTD., a corporation organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 19th, 2018 • Compugen LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this "Agreement") is dated as of June 14, 2018, between Compugen Ltd., a corporation organized under the laws of the State of Israel (the "Company"), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a "Purchaser" and collectively the "Purchasers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 12th, 2021 • Compugen LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 10, 2021, between Compugen Ltd., a corporation organized under the laws of the State of Israel (the “Company”), and Bristol-Myers Squibb Company (the “Purchaser”), a Delaware corporation.
COMPUGEN LTD.Restricted Share Unit • March 21st, 2013 • Compugen LTD • Biological products, (no disgnostic substances)
In addition to the issuance of Awards under the relevant tax regimes in the United States of America and the State of Israel, the Plan contemplates issuances to Grantees in other jurisdictions with respect to which the Committee is empowered to make the requisite adjustments in the Plan and set forth the relevant conditions in the Company’s agreement with the Grantee in order to comply with the requirements of the tax regimes in any such jurisdictions.
6,000,000 Ordinary Shares Compugen Ltd. UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2014 • Compugen LTD • Biological products, (no disgnostic substances) • New York
CONTROLLED EQUITY OFFERINGSM SALES AGREEMENTSales Agreement • September 1st, 2011 • Compugen LTD • Biological products, (no disgnostic substances) • New York
COMPUGEN LTD., Issuer AND [TRUSTEE], TrusteeIndenture • March 30th, 2023 • Compugen LTD • Biological products, (no disgnostic substances) • New York
Indenture, dated as of [•], 20__, among Compugen Ltd., a company organized under the laws of the State of Israel under company number 51-177-963-9 and having its registered office at 26 Harokmim Street, Holon 5885849 Israel (the “Company”), and [Trustee], as trustee (the “Trustee”):
SUBLEASE AGREEMENTSublease Agreement • March 21st, 2013 • Compugen LTD • Biological products, (no disgnostic substances)
This Sublease Agreement (“Sublease”) is made effective as of the first day of March, 2012, (the “Effective Date”) by and between KALOBIOS PHARMACEUTICALS, INC., a Delaware corporation (“Sublandlord”), and COMPUGEN, INC.,, a Delaware corporation (“Subtenant”). Sublandlord agrees to sublease to Subtenant, and Subtenant agrees to sublease from Sublandlord, those certain premises situated in the City and County of San Francisco, State of California, consisting of approximately 4,410 square feet of space on the first floor in that certain building located at 260 East Grand Avenue, as more particularly set forth on Exhibit “A” hereto (the “Subleased Premises”).
Amendment No. 2 to Master Clinical Trial Collaboration AgreementCollaboration Agreement • February 28th, 2022 • Compugen LTD • Biological products, (no disgnostic substances)
This Amendment No. 2 to Master Clinical Trial Collaboration Agreement (this “Amendment”) is effective as of February 19, 2021 (“Amendment Effective Date”) by and between Compugen Ltd., an Israeli corporation with a place of business at Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849, Israel (“Compugen”), and Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 430 E. 29th Street, 14FL, New York, N.Y. 10016 (“BMS”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 7th, 2018 • Compugen LTD • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this "Agreement") is dated as of October 10, 2018, between Compugen Ltd., a corporation organized under the laws of the State of Israel (the "Company"), and Bristol-Myers Squibb Company (“Purchaser”), a Delaware corporation.
Holon Azrieli Center Amendment to Agreement of Lease of Offices Dated 15 March 2015 (hereinafter: the “Amendment”) Made and Entered into on the 26th day of November 2015 BetweenHolon Azrieli Center • March 7th, 2016 • Compugen LTD • Biological products, (no disgnostic substances)
AMENDMENT NO. 1 TO MASTER CLINICAL TRIAL COLLABORATION AGREEMENTMaster Clinical Trial Collaboration Agreement • February 28th, 2022 • Compugen LTD • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 1 TO MASTER CLINICAL TRIAL COLLABORATION AGREEMENT (this “Amendment”) is effective as of February 14, 2020 (“Amendment Effective Date”) by and between Compugen Ltd., an Israeli corporation with a place of business at Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849, Israel (“Compugen”), and Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 430 E. 29th Street, 14FL, New York, N.Y. 10016 (“BMS”).
Third Amendment to the Research and Development Collaboration and License AgreementLicense Agreement • February 28th, 2022 • Compugen LTD • Biological products, (no disgnostic substances)
This is the third Amendment (hereinafter “Third Amendment”) to the Research and Development Collaboration and License Agreement between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (hereinafter: “BAYER”) and Compugen Ltd, a company formed under the laws of Israel, having a place of business at 26 Harokmim Street, Holon 5885849, Israel (hereinafter: “Compugen”) effective as of 5 August 2013, as amended on February 5, 2014 and on July 27, 2015 (hereinafter: the “Agreement”).
AMENDMENT NO. 1 TO MASTER CLINICAL TRIAL COLLABORATION AGREEMENTTrial Collaboration Agreement • February 20th, 2020 • Compugen LTD • Biological products, (no disgnostic substances) • New York
THIS AMENDMENT NO. 1 TO MASTER CLINICAL TRIAL COLLABORATION AGREEMENT (this “Amendment”) is effective as of February 14, 2020 (“Amendment Effective Date”) by and between Compugen Ltd., an Israeli corporation with a place of business at Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849, Israel (“Compugen”), and Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 430 E. 29th Street, 14FL, New York, N.Y. 10016 (“BMS”).
5,316,457 Ordinary Shares Warrants to Purchase 4,253,165 Ordinary Shares COMPUGEN LTD. PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • June 19th, 2018 • Compugen LTD • Biological products, (no disgnostic substances) • New York
Compugen Ltd., a corporation organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated in this Placement Agency Agreement (this “Agreement”) and the Securities Purchase Agreements (the “Subscription Agreements”) entered into with the investors identified therein (each, an “Investor” and collectively, the “Investors”), to issue and sell (i) an aggregate of 5,316,457 ordinary shares of the Company, nominal (par) value NIS 0.01 per share (the “Ordinary Shares”), and (ii) warrants (the “Warrants”) to purchase up to an aggregate of 4,253,165 Ordinary Shares. The aggregate of 5,316,457 Ordinary Shares so proposed to be sold is hereinafter referred to as the “Shares” and the number of Ordinary Shares issuable upon exercise of the Warrants is hereinafter referred to as the “Warrant Shares.” The Warrant Shares, together with the Shares and the Warrants, are referred to herein as the “Securities.” The Securities are more fully described
Research and Development Collaboration and License AgreementConfidential Treatment Requested • February 25th, 2021 • Compugen LTD • Biological products, (no disgnostic substances) • New York
This Research and Development Collaboration and License Agreement (the “Agreement”), effective as of 5 August, 2013 (the “Effective Date”), is entered into by and between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (“Bayer”) and Compugen Ltd a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (“Compugen”). Bayer and Compugen each shall be referred to herein as a “Party” and they shall be referred to together as the “Parties.”
SECOND AMENDMENT TO FUNDING AGREEMENTFunding Agreement • December 27th, 2012 • Compugen LTD • Biological products, (no disgnostic substances)
This Second Amendment is entered on this December __, 2012 (the "2nd Amendment") to the Funding Agreement (the "Original Agreement") dated December 20, 2011, that was entered into between BAIZE INVESTMENTS (ISRAEL) LTD., a private company organized under the laws of Israel No. 51-430159-1, c/o Arad & Co., 1 Kermenizki St., Tel-Aviv Israel 67899 (“Investor”), and COMPUGEN, Ltd., an Israeli corporation, having a place of business at 72 Pinchas Rosen Tel Aviv, Israel (“Compugen”), as amended on July 25 2012 (the "1st Amendment"). The Original Agreement, as amended by the 1st Amendment, shall be referred to as the "Agreement".
CONFIDENTIAL TREATMENT REQUESTED Third Amendment to the Research and Development Collaboration and License AgreementConfidential Treatment Requested • February 25th, 2021 • Compugen LTD • Biological products, (no disgnostic substances)
This is the third Amendment (hereinafter “Third Amendment”) to the Research and Development Collaboration and License Agreement between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (hereinafter: “BAYER”) and Compugen Ltd, a company formed under the laws of Israel, having a place of business at 26 Harokmim Street, Holon 5885849, Israel (hereinafter: “Compugen”) effective as of 5 August 2013, as amended on February 5, 2014 and on July 27, 2015 (hereinafter: the “Agreement”).
CONFIDENTIAL TREATMENT REQUESTED First Amendment to the Research and Development Collaboration and License AgreementConfidential Treatment Requested • August 9th, 2016 • Compugen LTD • Biological products, (no disgnostic substances)
This is the first Amendment (hereinafter “Amendment”) to the Research and Development Collaboration and License Agreement between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (hereinafter: “BAYER”) and Compugen Ltd, a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (hereinafter: “Compugen”) effective as of 5 August 2013 (hereinafter: the “Agreement”).
CONFIDENTIAL TREATMENT REQUESTED Research and Development Collaboration and License AgreementConfidential Treatment Requested • August 26th, 2014 • Compugen LTD • Biological products, (no disgnostic substances) • New York
This Research and Development Collaboration and License Agreement (the “Agreement”), effective as of 5 August, 2013 (the “Effective Date”), is entered into by and between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (“Bayer”) and Compugen Ltd a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (“Compugen”). Bayer and Compugen each shall be referred to herein as a “Party” and they shall be referred to together as the “Parties.”
Amendment No. 3 to Master Clinical Trial Collaboration AgreementTrial Collaboration Agreement • November 12th, 2021 • Compugen LTD • Biological products, (no disgnostic substances)
This Amendment No. 3 to Master Clinical Trial Collaboration Agreement (this “Amendment No. 3”) is effective as of November 10, 2021 (“Amendment No. 3 Effective Date”) by and between Compugen Ltd., an Israeli corporation with a place of business at Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849, Israel (“Compugen”), and Bristol-Myers Squibb Company, a Delaware corporation, headquartered at 430 E. 29th Street, 14FL, New York, N.Y. 10016 (“BMS”).
AMENDMENT NO. 3 TO THE LICENSE AGREEMENTThe License Agreement • February 28th, 2022 • Compugen LTD • Biological products, (no disgnostic substances)
THIS AMENDMENT NO. 3 TO THE LICENSE AGREEMENT (this “Amendment”) is made and entered into as of August 4th, 2021 (the “Amendment Effective Date”), by and between MedImmune Limited, a company incorporated in England and a member of the AstraZeneca Group having an address of Milstein Building, Granta Park, Abington, Cambridge, CB21 6GH (“MedImmune”) and Compugen Ltd., a an Israeli company, having an address of Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849, Israel (“Compugen”). MedImmune and Compugen are each referred to in this Amendment as a “Party” and collectively, as the “Parties”.
AMENDMENT TO FUNDING AGREEMENTConfidential Treatment Requested • August 2nd, 2013 • Compugen LTD • Biological products, (no disgnostic substances)
This Amendment is entered on this April 21, 2013 (the “Amendment”) to the Funding Agreement dated December 29, 2010, (the “2010 Agreement”), that was entered into between BAIZE INVESTMENTS (ISRAEL) LTD., a private company organized under the laws of Israel No. 51-430159-1, c/o – The Goldman Group, 55 St. Clair Avenue West, Suite 240, Toronto, Ontario, Canada M4V2Y (“Investor”), and COMPUGEN, Ltd., an Israeli corporation, having a place of business at 72 Pinchas Rosen Tel Aviv, Israel (“Compugen”).
Research and Development Collaboration and License AgreementConfidential Treatment • February 18th, 2014 • Compugen LTD • Biological products, (no disgnostic substances) • New York
This Research and Development Collaboration and License Agreement (the “Agreement”), effective as of 5 August, 2013 (the “Effective Date”), is entered into by and between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (“Bayer”) and Compugen Ltd a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (“Compugen”). Bayer and Compugen each shall be referred to herein as a “Party” and they shall be referred to together as the “Parties.”
SUMMARY OF BASIC LEASE INFORMATIONGuaranty of Lease • February 18th, 2014 • Compugen LTD • Biological products, (no disgnostic substances) • California
SOFTWARE LICENSE AGREEMENTSoftware License Agreement • September 21st, 2010 • Compugen LTD • Biological products, (no disgnostic substances)
This Software License Agreement is made effective this 27 August, 2006 (the “Effective Date”), by and between Evogene Ltd. (“Evogene”) and Compugen Ltd. (“Compugen”), both companies being organized under the laws of the State of Israel.
Second Amendment Agreement to Research and Development Collaboration and License AgreementSecond Amendment Agreement • February 28th, 2022 • Compugen LTD • Biological products, (no disgnostic substances)
This Second Amendment Agreement is entered into as of this 27th day of July, 2015 (the “Amendment Date”), by and between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Müllerstraße 178, 13353 Berlin, Germany (“Bayer”) and Compugen Ltd a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (“Compugen”). Bayer and Compugen each shall be referred to herein as a “Party” and they shall be referred to together as the “Parties”.
CONFIDENTIAL TREATMENT REQUESTED Second Amendment Agreement to Research and Development Collaboration and License AgreementSecond Amendment Agreement • August 9th, 2016 • Compugen LTD • Biological products, (no disgnostic substances)
This Second Amendment Agreement is entered into as of this 27th day of July, 2015 (the “Amendment Date”), by and between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Müllerstraße 178, 13353 Berlin, Germany (“Bayer”) and Compugen Ltd a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (“Compugen”). Bayer and Compugen each shall be referred to herein as a “Party” and they shall be referred to together as the “Parties”.
AMENDMENT NO. 1 TO THE LICENSE AGREEMENTLicense Agreement • August 1st, 2018 • Compugen LTD • Biological products, (no disgnostic substances)
This Amendment No. 1 to the License Agreement, (the “Amendment”) is entered into as of May 9, 2018 (the “Amendment Effective Date”), by and between:
First Amendment to the Research and Development Collaboration and License AgreementLicense Agreement • February 28th, 2022 • Compugen LTD • Biological products, (no disgnostic substances)
This is the first Amendment (hereinafter “Amendment”) to the Research and Development Collaboration and License Agreement between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (hereinafter: “BAYER”) and Compugen Ltd, a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (hereinafter: “Compugen”) effective as of 5 August 2013 (hereinafter: the “Agreement”).
Pursuant to Instruction 4(a) as to Exhibits of Form 20-F, certain identified information (marked by [***]) has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.Development Collaboration and License Agreement • February 28th, 2022 • Compugen LTD • Biological products, (no disgnostic substances) • New York
This Research and Development Collaboration and License Agreement (the “Agreement”), effective as of 5 August, 2013 (the “Effective Date”), is entered into by and between Bayer Pharma AG, a company formed under the laws of Germany, having a place of business at Muellerstrasse 178, 13353 Berlin, Germany (“Bayer”) and Compugen Ltd a company formed under the laws of Israel, having a place of business at 72 Pinchas Rosen Street, Tel Aviv 69512, Israel (“Compugen”). Bayer and Compugen each shall be referred to herein as a “Party” and they shall be referred to together as the “Parties.”
LICENSE AGREEMENT between Compugen Ltd. and Gilead Sciences, Inc. dated December 18, 2023License Agreement • March 5th, 2024 • Compugen LTD • Biological products, (no disgnostic substances) • New York
This License Agreement (“Agreement”), effective as of December 18, 2023 (the “Effective Date”), is entered into by and between Compugen Ltd., a limited liability company organized under the laws of Israel with a place of business at Azrieli Center, 26 Harokmim Street, Building D, Holon 5885849, Israel (“CGEN”), and Gilead Sciences, Inc., a Delaware corporation with a place of business at 333 Lakeside Drive, Foster City, CA 94404 (“Gilead”). CGEN and Gilead may be referred to herein individually as a “Party” or collectively as the “Parties”.
