EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Gammacan International Inc • March 1st, 2007 • Blank checks
Consulting Agreement This consulting agreement (the "Agreement") is entered into as of the 4th day of November, 2004, by and among GammaCan Ltd., a company incorporated under the laws of the State of Israel, with its principal office at 11 Ben Gurion...Consulting Agreement • November 8th, 2004 • Gammacan International Inc • Blank checks • Tel-Aviv
ARTICLE 1 CONTRACT FOR SERVICESEmployment Agreement • September 12th, 2005 • Gammacan International Inc • Blank checks
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 1st, 2007 • Gammacan International Inc • Blank checks • New York
INDEMNITY AGREEMENT THIS AGREEMENT made as of the 21 day of June, 2005. BETWEEN: GammaCan International, Inc., a corporation incorporated under the State of Delaware and having an office at 11 Ben Gurion Rd, Givat Shmuel 54100 Israel (the...Indemnity Agreement • June 27th, 2005 • Gammacan International Inc • Blank checks • Delaware
ARTICLE 1 CONTRACT FOR SERVICESEmployment Agreement • June 27th, 2005 • Gammacan International Inc • Blank checks
EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "AGREEMENT") is made and entered into as of February 27, 2007, among GammaCan International, Inc., a Delaware corporation (the "COMPANY"), and the several purchasers...Registration Rights Agreement • March 1st, 2007 • Gammacan International Inc • Blank checks
GAMMACAN INTERNATIONAL, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • December 28th, 2007 • Gammacan International Inc • Biological products, (no disgnostic substances) • Delaware
INDEMNIFICATION AGREEMENT, dated as of _________, 2007 (“Agreement”), by and between GAMMACAN INTERNATIONAL, INC., a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2007 • Gammacan International Inc • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of November 26, 2007, among GAMMACAN INTERNATIONAL, INC., a Delaware corporation (the “Company”), and ARP BIOMED, LTD., a limited liability company incorporated under the laws of the State of Israel, with its business address for purposes hereof at c/o Mr. Yair Aloni, 12A Shbazi Street, Neve Tzedek, Tel Aviv, Israel (“Seller”).
INDEMNITY AGREEMENTIndemnity Agreement • November 13th, 2006 • Gammacan International Inc • Blank checks • Delaware
B = the amount of indemnity that would otherwise be payable by the Indemnitor to the Indemnitee pursuant to this Agreement on the assumption that such amount is computed without reference to any increased liability of the Indemnitee under applicable income, payroll, value added or any other tax laws arising in consequence of such payment,
INDEMNITY AGREEMENT THIS AGREEMENT made as of the 12th day of October, 2004. BETWEEN: GAMMACAN INTERNATIONAL INC., a corporation incorporated under the State of Delaware and having an office at Ben Gurion 11, Givat Shmuel, Israel (the "INDEMNITOR")...Indemnity Agreement • October 14th, 2004 • Gammacan International Inc • Blank checks • Delaware
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2004 • Gammacan International Inc • Blank checks
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
INDEMNITY AGREEMENT THIS AGREEMENT made as of the 12th day of September, 2005. BETWEEN: GammaCan International, Inc., a corporation incorporated under the State of Delaware and having a business address at 11 Ben Gurion Street, Givat Shmuel 54101,...Indemnity Agreement • September 12th, 2005 • Gammacan International Inc • Blank checks • Delaware
ADDENDUM TO EMPLOYMENT AGREEMENT THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this "AGREEMENT") is made this 12th day of October, 2004. BETWEEN: GAMMACAN, LTD., a body corporate with an address of Ben Gurion 11, Givat Shmuel, Israel (the "COMPANY") AND: Dr....Employment Agreement • October 14th, 2004 • Gammacan International Inc • Blank checks
EMPLOYMENT AGREEMENTEmployment Agreement • September 1st, 2004 • Gammacan International Inc • Blank checks
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
ADDENDUM TO EMPLOYMENT AGREEMENT THIS ADDENDUM TO EMPLOYMENT AGREEMENT (this "Agreement") is made this 1st day of March, 2005. BETWEEN: GAMMACAN, LTD., a body corporate with an address of Ben Gurion 11, Givat Shmuel, Israel (the "Company") AND: Ms....Employment Agreement • March 1st, 2005 • Gammacan International Inc • Blank checks
SHARE PURCHASE AGREEMENTShare Purchase Agreement • December 19th, 2007 • Gammacan International Inc • Biological products, (no disgnostic substances)
This Share Purchase Agreement (the “Agreement”) is made as of November 26, 2007, by and between ARP BioMed, Ltd., a limited liability company incorporated under the laws of the State of Israel, with its business address for purposes hereof at 50 Dizingoff Street, Migdal Al, Tel Aviv, 64322 (“Seller”), and GammaCan International, Inc., a corporation incorporated under the laws of the State of Delaware, with its business address for purposes hereof at 39 Jerusalem Street, Kiryat Ono, 55423, Israel (the “Purchaser”). Each of Seller and Purchaser is herein referred to as a “Party”, and collectively, the “Parties”.
Services AgreementServices Agreement • September 1st, 2004 • Gammacan International Inc • Blank checks • Tel-Aviv
This Services Agreement (this "Agreement") is made and entered into as of August 17, 2004, by and between GammaCan Ltd., an Israeli company, with offices at 36 Dinur St. Kfar Saba, Israel ("Company") and Yehuda Shoenfeld, I.D., 008303851 of 26 Sapir St. Ramat Gan ("Consultant").
Amendment to Research and Licensing AgreementResearch and Licensing Agreement • December 28th, 2007 • Gammacan International Inc • Biological products, (no disgnostic substances) • New York
This Amendment to the Research and Licensing Agreement (the “Amendment”) is effective as of December 23rd,_, 2007 (“Effective Date"), by and among GammaCan Ltd. (“GammaCan”) and Tel Ha’Shomer-Medical Research Infrastructure and Services LTD. (“THM”). Each of THM and GammaCan shall be referred to as a "Party” or together as the "Parties”.
ContractAmendment Agreement • August 14th, 2008 • Gammacan International Inc • Biological products, (no disgnostic substances)
AMENDMENT AGREEMENT, dated as of June ___, 2008 (this “Agreement”), among ARP BIOMED, LTD., a limited liability company incorporated under the laws of the State of Israel, with its business address for purposes hereof at 50 Dizingoff Street, Migdal Al, Tel Aviv, 64322 (“Seller”), and GAMMACAN INTERNATIONAL, INC., a corporation incorporated under the laws of the State of Delaware, with its business address for purposes hereof at 39 Jerusalem Street, Kiryat Ono, 55423, Israel (the “Purchaser”). Each of Seller and Purchaser is herein referred to as a “Party”, and collectively, the “Parties”.
ContractGammacan International Inc • November 22nd, 2006 • Blank checks • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE SECURITIES LAWS, BUT HAS BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR PURPOSES OF INVESTMENT AND IN RELIANCE ON STATUTORY EXEMPTIONS UNDER THE 1933 ACT, AND UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION OF THIS NOTE.
ContractGammacan International Inc • September 1st, 2004 • Blank checks
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REPRESENTATIONS AND AGREEMENTS MADE BY THE RECORD PAYEE HEREOF SET FORTH IN THIS NOTE.
Sale of Intellectual PropertyIntellectual Property Agreement • June 22nd, 2004 • San Jose International Inc • Blank checks
THIS SALE OF INTELLECTUAL PROPERTY AGREEMENT ("Agreement") is entered into as of June 11, 2004, by and between ARP BioMed, Ltd., a company incorporated under the laws of the State of Israel having its principal office at c/o Mr. Yair Aloni, SuperDimension Ltd., Shraga Katz Building, Beerot Itzhak 60905, Israel ("ARP") and Gammacan Ltd., a company incorporated under the laws of the State of Israel having its principal office at 36 Dinur St., Kfar Saba 44245, Israel ("GAMMACAN").
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • March 24th, 2008 • Gammacan International Inc • Biological products, (no disgnostic substances)
THIS PERSONAL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 11th day of March, 2008 by and between GammaCan Ltd. (the "Company"), and Limor Zur-Stoller of 8 Alexander Pen St., Tel-Aviv Israel (the "Employee").
EXHIBIT 10.3 LOCK-UP AGREEMENT February 27, 2007 Each Purchaser referenced below: Re: Securities Purchase Agreement, dated as of February 27, 2007 (the "PURCHASE AGREEMENT"), between GammaCan International, Inc., a Delaware corporation (the "COMPANY")...Purchase Agreement • March 1st, 2007 • Gammacan International Inc • Blank checks • New York
Re: Securities Purchase Agreement, dated as of February 27, 2007 (the "PURCHASE AGREEMENT"), between GammaCan International, Inc., a Delaware corporation (the "COMPANY") and the purchasers signatory thereto (each, a "PURCHASER" and, collectively, the "PURCHASERS")
CONFIDENTIAL TREATMENT REQUESTResearch and Licensing Agreement • February 14th, 2008 • Gammacan International Inc • Biological products, (no disgnostic substances) • New York
[ * ] Indicates information that has been omitted pursuant to a confidential treatment request and this information has been filed under separate cover with the Commission.
PERSONAL EMPLOYMENT AGREEMENT THIS PERSONAL EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into this 1 day of March, 2005 by and between GammaCan Ltd. (the "Company"), and Vered Caplan (I.D. No. 23830060) of 20 Ha'etzel Street, Kiryat Ono,...Personal Employment Agreement • March 1st, 2005 • Gammacan International Inc • Blank checks • Tel-Aviv
Re: Indemnification AgreementIndemnification Agreement • April 26th, 2006 • Gammacan International Inc • Blank checks
GammaCan International Inc. (the "Company") is happy to inform you that, in connection with your service as an officer or a director of the Company, the board of directors of the Company has decided to amend in your favor the indemnity agreement executed between you and the Company on ____________ (the "Agreement").
INDEMNITY AGREEMENTIndemnity Agreement • March 20th, 2006 • Gammacan International Inc • Blank checks • Delaware
GammaCan International, Inc., a corporation incorporated under the State of Delaware and having a business address at 11 Ben Gurion Street, Givat Shmuel 54101, Israel
AGREEMENT FOR THE PURCHASE AND SALE OF BLOOD PLASMAAgreement • October 5th, 2007 • Gammacan International Inc • Biological products, (no disgnostic substances) • New York
THIS AGREEMENT (the “Agreement”) is made and entered into this September 6th 2007, by and between GAMMACAN LTD., an Israeli Corporation, with its principal place of business at 39 Jerusalem Street, Kiryat Ono, 55423, Israel (“GammaCan”) and DCI MANAGEMENT GROUP, LLC, a Delaware Corporation, with its principal place of business at 1019 Ft. Salonga Road, Suite 109, Northport, NY 11768 (“Seller” or “DCI”).
CONFIDENTIAL TREATMENT REQUESTGammacan International Inc • June 4th, 2008 • Biological products, (no disgnostic substances)
[ * ] Indicates information that has been omitted pursuant to a confidential treatment request and this information has been filed under separate cover with the Commission.
Amendment to Sale of Intellectual Property AgreementIntellectual Property Agreement • December 19th, 2007 • Gammacan International Inc • Biological products, (no disgnostic substances)
This Amendment to the Sale of Intellectual Property Agreement (the “Amendment”) is effective as of November 26, 2007 (“Effective Date”), by and among GammaCan Ltd., a company incorporated under the laws of the State of Israel having its principal office at 39 Jerusalem Street, Kiryat Ono 55423, Israel (“GammaCan”) and ARP BioMed, Ltd., a company incorporated under the laws of the State of Israel having its principal office at 50 Dizingoff Street, Migdal Al, Tel Aviv, 64322 (“ARP”). Each of ARP and GammaCan shall be referred to as a “Party” or together as the “Parties”.
ContractLock-Up Agreement • December 19th, 2007 • Gammacan International Inc • Biological products, (no disgnostic substances)
LOCK-UP AGREEMENT, dated as November 26, 2007, by ARP BioMed, Ltd., a limited liability company incorporated under the laws of the State of Israel, with its business address for purposes hereof at c/o Mr. Yair Aloni, 12A Shbazi Street, Neve Tzedek, Tel Aviv, Israel (“Seller”), for the benefit of GammaCan International, Inc., a corporation incorporated under the laws of the State of Delaware, with its business address for purposes hereof at 39 Jerusalem Street, Kiryat Ono, 55423, Israel (the “Purchaser”). All capitalized terms used, but not otherwise defined, herein shall have the respective definitions assigned thereto in the Share Purchase Agreement (as hereinafter defined).
