ANCHIANO THERAPEUTICS LTD. AND THE BANK OF NEW YORK MELLONDeposit Agreement • January 13th, 2023 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of February 14, 2019 among ANCHIANO THERAPEUTICS LTD., a company incorporated under the laws of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
CHEMOMAB THERAPEUTICS LTD., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 20__ Debt SecuritiesIndenture • April 30th, 2021 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • New York
Indenture, dated as of [·], 20__, among Chemomab Therapeutics Ltd., a company organized under the laws of the State of Israel under company number 51-4694991 and having its registered office at Kiryat Atidim, Building 7, Tel Aviv, Israel 6158002 (the “Company”), and [Trustee], as trustee (the “Trustee”):
Sales AgreementSales Agreement • October 16th, 2023 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • New York
Chemomab Therapeutics Ltd., a company organized under the laws of Israel (the “Company”), confirms its agreement (this “Agreement”) with Roth Capital Partners, LLC (the “Agent”), as follows:
AMERICAN DEPOSITARY SHARES PURCHASE WARRANT ANCHIANO THERAPEUTICS LTD.Anchiano Therapeutics Ltd. • March 17th, 2021 • Pharmaceutical preparations • New York
THIS AMERICAN DEPOSITARY SHARES PURCHASE WARRANT (the “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 [___], 2021 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [___], 2026 (the “Termination Date”), but not thereafter, to subscribe for and purchase from Anchiano Therapeutics Ltd., an Israeli public company incorporated under the laws of Israel (the “Company”), up to ______ American Depositary Shares (“ADSs”), each ADS representing five (5) ordinary shares, no par value, of the Company (the “Ordinary Shares”) (as subject to adjustment hereunder, the “Warrant Shares”) (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
ANCHIANO THERAPEUTICS LTD. [____] American Depositary Shares Representing [____] Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 5th, 2019 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • New York
Anchiano Therapeutics Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of ________ American Depositary Shares (the “Firm Shares”), each representing _______ ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (“ADSs” shall mean the American Depositary Shares of the Company, each ADS representing _______ Ordinary Shares). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional ___________ ADSs (the “Option Shares”) from the Company for the purpose of covering o
indemnification agreementIndemnification Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of __________, 2021, is entered into by and between Anchiano Therapeutics Ltd., an Israeli company whose address is __________________________ (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
CHEMOMAB THERAPEUTICS LTD. Up to [•] American Depositary Shares Or [•] Pre- funded Warrants to Purchase American Depositary Shares And [•] Warrants to Purchase American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2023 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
Chemomab Therapeutics Ltd., a company organized and existing under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (this “Agreement”), for whom you are acting as Representative, if any (the “Representative”), an aggregate of (A) up to [•] (i) American Depositary Shares, or “ADS” (the “Firm Shares”), each representing 20 ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) or (ii) [•] pre-funded warrants to purchase up to [•] ADSs at an exercise price of $0.01 per share, in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”) and (B) [•] warrants, each warrant exercisable for one ADS at an exercise price of $[•] per ADS with a term of five years, in the form attached hereto as Exhibit B (the “Common Warrants” and together with the Pre-funded Warrants, the “Warrants”). The
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 13th, 2023 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations • Louisiana
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is entered between Chemomab Therapeutics, Inc. (the “Company”), a Delaware corporation, and Dale Pfost (the “Executive”), as of September 1, 2021 (the “Effective Date”). The Company is a wholly-owned subsidiary of Chemomab Therapeutics Ltd., an Israeli company and the parent company of the Company (the “Parent”), whose American Depositary Shares (“ADSs”) are listed for trading on the Nasdaq Stock Market.
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES ANCHIANO THERAPEUTICS LTD.Anchiano Therapeutics Ltd. • March 17th, 2021 • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “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 after the Closing Date (as such term is defined therein) (the “Initial Exercise Date”) of that certain Securities Purchase Agreement by and between Anchiano Therapeutics Ltd. (the “Company”) and the Purchasers listed thereto dated _____________ (the “Securities Agreement”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”, and such period between the Initial Exercise Date and the Termination Date, the “Exercise Period”), but not thereafter, to subscribe for and purchase from the Company, up to such number of ordinary shares, no par value (“Ordinary Shares”), represented by American Depositary Shares (“ADSs”), which
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
This Shareholder Support Agreement, dated as of December 14, 2020 (this “Agreement”), is entered into by and among Chemomab Ltd., an Israeli limited company (the “Company”) each of the shareholders of Anchiano Therapeutics Ltd. (“Parent”) listed on Schedule I hereto (the “Shareholders”) and solely for purposes of Section 4.7, Parent.
Rental Agreement Made and entered in Jerusalem, on November 12, 2006Rental Agreement • April 23rd, 2013 • BioCancell Ltd. • Pharmaceutical preparations
Between: Beck-Teck (Jerusalem) Ltd., Company I.D. 511868465 Of 8 Hartum Street, Beck Science Center, Har Hahotzvim, Jerusalem (hereafter "The Lessor") on one hand; and between: BioCancell Therapeutics Ltd., Company I.D. 513597856 (hereafter "The Lessee") on the other hand;
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 13, 2019 (the “Effective Date”) by and between ADT PHARMACEUTICALS, LLC, a company organized and existing under the laws of Delaware and having offices at 31691 Shoal Water Dr. Orange Beach, Alabama 36561 (“ADT”) and ANCHIANO THERAPEUTICS, INC., a company organized under the laws of Delaware and having offices at One Kendall Square, Building 500, Suite 6-106, Cambridge, MA (“Anchiano”). ADT and Anchiano are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Agreement of Lease – High-Tech Village Made and executed in Jerusalem this 7th day of November 2013. Between:Anchiano Therapeutics Ltd. • January 31st, 2019 • Pharmaceutical preparations
The Jerusalem Industrial Zone Management and Development Administration Ltd., (corporate number 51-254450-3) (hereinafter: “JIZMD”) and/or the Lessor) by the Hebrew University Property Company Ltd., of the High-Tech Village – Annex 2.9, Edmond J.Safra, Campus, Givat Ram, Jerusalem, of the one part;
Lock-Up Agreement December 14, 2020Lock-Up Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
The undersigned shareholder of either the Parent or the Company (as the case may be) (the “Shareholder”) understands that: (i) Anchiano Therapeutics Ltd., an Israeli limited company (“Parent”),has entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the “Merger Agreement”), with Chemomab Ltd., an Israeli limited company (the “Company”) and CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, shareholders of the Company will receive Parent ADSs, each representing five (5) ordinary shares, with no par value, of Parent (“Parent Ordinary Shares”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger A
ANCHIANO THERAPEUTICS LTD./ CHEMOMAB LTD. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2021 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of this 14 day of December 2020, with effectiveness as of the Effective Date (as defined below), by and among (i) Anchiano Therapeutics Ltd., an Israeli company, which will change its name to Chemomab Therapeutics Ltd. upon the Effective Date (the “Company”), (ii) each person or entity listed on Schedule A hereto (the “Shareholders”) who will hold, as of the Effective Date, the Company’s ordinary shares, no par value each (“Ordinary Shares“), in the form of American Depositary Shares (each, an “ADS”), which represent Ordinary Shares at a ratio of one (1) ADS per five (5) Ordinary Shares, and (iii) Adi Mor and Kobi George (the “Founders”).
employment agreementEmployment Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
This Employment Agreement (the “Agreement”) is entered into by and between ChemomAb Ltd. with its principal place of business at Kiryat Atidim, Building 7, Tel-Aviv, Israel (the “Company”) and Arnoa Aharon, whose address is at Yavne 12, Tel-Aviv, Israel (the “Executive”).
ANCHIANO THERAPEUTICS LTD. 2,652,174 American Depositary Shares Representing 13,260,870 Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 14th, 2019 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • New York
Anchiano Therapeutics Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions contained herein, to sell to you and the other underwriters (the “Underwriters”) named on Schedule I to this Underwriting Agreement (the “Agreement”), for whom you are acting as Representative (the “Representative”), an aggregate of 2,652,174 American Depositary Shares (the “Firm Shares”), representing an aggregate of 13,260,870 ordinary shares, no par value per share, of the Company (the “Ordinary Shares”) (“ADSs” shall mean the American Depositary Shares of the Company, each ADS representing five (5) Ordinary Shares). The respective amounts of the Firm Shares to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In addition, the Company proposes to grant to the Underwriters an option to purchase up to an additional 397,826 ADSs (representing 1,989,130 Ordinary Shares, in the aggregat
EMPLOYMENT AGREEMENT1Employment Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on this 25th day of April, 2013, by and between ChemomAB Ltd., a company organized under the laws of the State of Israel (the "Company") and Adi Mor George, Israeli I.D No. 043017318, residing at 9 Mizan St., Tel-Aviv, Israel (the "Employee"). The Company and Employee shall be sometimes referred to each as a "Party" and collectively as the "Parties".
SUPPLY AGREEMENTSupply Agreement • November 3rd, 2015 • BioCancell Ltd. • Pharmaceutical preparations
POLYPLUS-TRANSFECTI ON SA, a company organized under the laws of France (“Polyplus”), having its place of business at Bioparc, Boulevard Sebastien Brant, 67401 Illkirch (France) hereinafter referred to as “SELLER” or “Seller”
BI Contract No. 100704 CLINICAL SUPPLY AGREEMENTClinical Supply Agreement • November 3rd, 2015 • BioCancell Ltd. • Pharmaceutical preparations • New York
WHEREAS, BioCancell’s Affiliated Company BioCancell Ltd. and BI RCV entered into a secrecy agreement (“CDA”) dated as of November 16, 2006, a material transfer agreement (“MTA”) dated as of April 3, 2013 and a Quality Agreement (“QA”) dated as of September 12, 2013; and
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 27th, 2018 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made in Jerusalem as of this _ day of November 14, 2005 (the “Effective Date”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
This license agreement ("Agreement") is made effective this 1st day of December, 2011 ("Effective Date"), by and between the Medical Research, Infrastructure, Health Services Fund of the Tel-Aviv Souraski Medical Center, a not for profit corporation (Amuta) duly incorporated under the laws of the State of Israel with offices at 6 Weizmann Street. Tel Aviv 64239, Israel (the "Fund"), of the one hand, and ChemomAb Ltd., a corporation dully incorporated under the laws of the State of Israel having its registered office at 5 Azrieli Center Tel Aviv, c/o Horn &Co, Law Offices ("Licensee"), of the other hand.
BI Contract No. 100704 CLINICAL SUPPLY AGREEMENTClinical Supply Agreement • February 5th, 2019 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • New York
WHEREAS, BioCancell’s Affiliated Company BioCancell Ltd. and BI RCV entered into a secrecy agreement (“CDA”) dated as of November 16, 2006, a material transfer agreement (“MTA”) dated as of April 3, 2013 and a Quality Agreement ("QA") dated as of September 12, 2013; and
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 29th, 2012 • BioCancell Ltd. • Pharmaceutical preparations
This Share Purchase Agreement (the “Agreement”) is dated as of May 13, 2012 between BioCancell Therapeutics Inc., a corporation incorporated under the laws of the state of Delaware (the “Company”), and Clal Biotechnology Industries Ltd., a corporation incorporated under the laws of the State of Israel ("CBI").
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
THIS AGREEMENT AND PLAN OF MERGER (together with its exhibits and schedules, this “Agreement”) is made and entered into as of December 14, 2020, by and among Anchiano Therapeutics Ltd., an Israeli limited company (“Parent”), CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Parent (“Merger Sub”), and Chemomab Ltd., an Israeli limited company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
MASTER SERVICES AGREEMENT Number: BCA001 Date June 13, 2013Master Services Agreement • September 22nd, 2015 • BioCancell Ltd. • Pharmaceutical preparations • England
BIOCANCELL LTD., an Israeli company, having its principal place of business at Beck Science Center, 8 Hartom St., Jerusalem 97775, Israel (“Customer”), and
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • November 3rd, 2015 • BioCancell Ltd. • Pharmaceutical preparations
THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made in Jerusalem as of this _ day of November 14, 2005 (the “Effective Date”).
CONSULTING AGREEMENTConsulting Agreement • January 13th, 2023 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
THIS AGREEMENT (the “Agreement”) is made on this 18 of April, 2022 between ChemomAb Ltd., a private company number 514694991, whose address is at Kiryat Atidim, Building 7, Tel-Aviv, Israel (the “Company”) and Prof. Kobi George and Dr. Adi Mor LTD, a private company number 515520542, whose address is at 15 Kafrisin St., Tel-Aviv Israel (the “Consultant”) and Dr. Adi Mor, Identification number 043017318 whose address is at 15 Kafrisin St., Tel-Aviv Israel (“Consultant’s Representative”)
Anchiano Therapeutics Ltd.Anchiano Therapeutics Ltd. • January 7th, 2019 • Pharmaceutical preparations
This letter confirms our agreement and undertaking that subject to and following the initial public offering of American Depositary Receipts representing ordinary shares of Anchiano Therapeutics Ltd. (the “Company”) on the Nasdaq Global Market, Clal Biotechnology Industries Ltd. (the “Shareholder”) shall be entitled to the information rights set forth in this letter agreement (this “Agreement”), subject to the terms set forth herein.
ASSET PURCHASE AND ASSIGNMENT AGREEMENTAsset Purchase and Assignment Agreement • March 17th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • Florida
This ASSET PURCHASE AND ASSIGNMENT AGREEMENT (this “Agreement”), dated as of March 16, 2021, is made between Anchiano Therapeutics, Inc., a company organized under the laws of Delaware (“Anchiano”) and Kestrel Therapeutics, Inc., a company organized under the laws of Delaware (“Kestrel”; each of Anchiano and Kestrel, a “Party” and, together, the “Parties”).
Anchiano Therapeutics Ltd.Anchiano Therapeutics Ltd. • January 13th, 2021 • Pharmaceutical preparations
This letter confirms our agreement and undertaking that subject to and following the initial public offering of American Depositary Receipts representing ordinary shares of Anchiano Therapeutics Ltd. (the “Company”) on the Nasdaq Global Market, Clal Biotechnology Industries Ltd. (the “Shareholder”) shall be entitled to the information rights set forth in this letter agreement (this “Agreement”), subject to the terms set forth herein.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 15th, 2020 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
THIS AGREEMENT AND PLAN OF MERGER (together with its exhibits and schedules, this “Agreement”) is made and entered into as of December 14, 2020, by and among Anchiano Therapeutics Ltd., an Israeli limited company (“Parent”), CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Parent (“Merger Sub”), and Chemomab Ltd., an Israeli limited company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 17th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March [__], 2021, between Anchiano Therapeutics Ltd., a company organized under the laws 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”).
FIRST AMENDMENT TO ASSET PURCHASE AND ASSIGNMENT AGREEMENTAsset Purchase and Assignment Agreement • April 5th, 2021 • Chemomab Therapeutics Ltd. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO ASSET PURCHASE AND ASSIGNMENT AGREEMENT (the “Amendment”), is made effective as of the 31th day of March, 2021 (the “Amendment Date”) by and between Anchiano Therapeutics, Inc., a company organized under the laws of Delaware (“Anchiano”) and Kestrel Therapeutics, Inc., a company organized under the laws of Delaware (“Kestrel”; each of Anchiano and Kestrel, a “Party” and, together, the “Parties”).:
CHEF1 NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • London
This CHEF1 non-exclusive license agreement (“Agreement”), effective as of 7th June 2015 (“Effective Date”), is made by and between CMC ICOS Biologics, Inc., a Washington corporation having its principal offices at 22021 20th Avenue S.E., Bothell, WA 98021 (“CMC ICOS”), and ChemoMab Ltd. an Israeli corporation having its principal offices at 6 Hanehoshet St. Tel Aviv, Israel (“Licensee”).
