REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2023 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
The undersigned hereby provides the following information to the Company and represents and warrants that such information is accurate:
CAN-FITE BIOPHARMA LTD. AND THE BANK OF NEW YORK MELLONDeposit Agreement • November 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of September 19, 2012, as amended and restated as of September 11, 2013, among Can-Fite BioPharma 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 from time to time of American Depositary Shares issued hereunder.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 10th, 2014 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of March 10, 2014, by and among Can-Fite BioPharma Ltd., an Israeli limited company, with headquarters located at 10 Bareket Street, Kiryat Matalon, P.O. Box 7537, Petach-Tikva 4951778, Israel (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 12th, 2018 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 9, 2018, between Can-Fite BioPharma 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 13th, 2023 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 11, 2023, between Can-Fite BioPharma 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”).
STRICTLY CONFIDENTIALLetter Agreement • January 20th, 2017 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES CAN-FITE BIOPHARMA LTD.Can-Fite BioPharma Ltd. • November 22nd, 2023 • Pharmaceutical preparations • New York
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 on or after the date set forth above (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November 24, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Can-Fite BioPharma Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by ________1 ADSs, as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to that certain engagement letter, dated as of November 16, 2023, by and between the Company and H.C. Wainwright & Co., LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 12th, 2020 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 10, 2020, between Can-Fite BioPharma 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 3rd, 2020 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February [__], 2020, between Can-Fite BioPharma 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”).
STRICTLY CONFIDENTIALLetter Agreement • December 4th, 2014 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES CAN-FITE BIOPHARMA LTD.Can-Fite BioPharma Ltd. • May 30th, 2017 • 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 on or after July 24, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on January 24, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Can-Fite BioPharma Ltd., an Israeli limited company (the “Company”), up to _______ Ordinary Shares (the “Warrant Shares”) represented by ________ American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
SUBSCRIPTION AGREEMENT COMMON STOCK DENALI CONCRETE MANAGEMENT INC.Subscription Agreement • September 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • Nevada
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • September 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • Tel-Aviv
This Employment Agreement (“Agreement”) dated June 10, 2003, effective as of an employment starting date to be decided between the parties and that will occur not later than September 1, 2003 (“Effective Date”), by and between Can-Fite Biopharma Ltd., an Israeli company with its principal offices in 10 Bareket Street, Petach Tikva, Israel, (the “Company”), and Moti Farbstein (I.D. Number: 057682205), an individual whose address is 22 Degania Street, Ganei Tikva (the “Employee”).
WARRANT EXERCISE AGREEMENTWarrant Exercise Agreement • December 23rd, 2021 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This Warrant Exercise Agreement (this “Agreement”), dated as of December 20, 2021, is by and between Can-Fite BioPharma Ltd., an Israeli company (the “Company”), and the undersigned holder (each, a “Holder” and, collectively, the “Holders”) of Series A warrants to purchase ordinary shares of the Company, par value NIS 0.25 per share (the “Ordinary Shares”), represented by American Depositary Shares issued by the Company, which warrants were issued on August 16, 2021 and are exercisable at an exercise price of $2.00 per ADS, (the “Original Warrants”).
DENALI CONCRETE MANAGEMENT, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 21, 2011 by and between Denali Concrete Management, Inc., a Nevada corporation (the “Company”) and Can-Fite Biopharma Ltd. (“Can-Fite”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES CAN-FITE BIOPHARMA LTD.Can-Fite BioPharma Ltd. • October 15th, 2015 • 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 on or after April ___, 2016 (the “Initial Exercise Date”) and on or prior to the close of business on the 5-year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Can-Fite BioPharma Ltd., an Israeli limited company (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by ________1 American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 10th, 2014 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of March 10, 2014, by and among Can-Fite BioPharma Ltd., an Israeli limited company, with headquarters located at 10 Bareket Street, Kiryat Matalon, P.O. Box 7537, Petach-Tikva 4951778, Israel (the "Company"), and the investors listed on the Schedule of Buyers attached hereto (each, a "Buyer" and collectively, the "Buyers").
LICENSE AGREEMENTLicense Agreement • September 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This License Agreement (this “Agreement”), dated November 21, 2011 (the “Effective Date”), is made by and between CAN-FITE Biopharma Ltd., a public company incorporated under the laws of the State of Israel (“CANFITE”), and Eye-Fite Ltd., a private company incorporated under the laws of the State of Israel (“EYEFITE”). CANFITE and EYEFITE are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
SERVICES AGREEMENTServices Agreement • September 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
THIS SERVICES AGREEMENT (the “Agreement”) made as of this 21 day of November, 2011 (the “Effective Date”) by and between CAN-FITE BIOPHARMA LTD., an Israeli-registered public company whose principal place of business is located at 10 Bareket Street, Petach Tikva, Israel ( “CanFite”), DENALI CONCRETE MANAGEMENT INC., a Nevada-registered company, whose principal place of business is located at 123 West Nye Lane, Suite 129, Carson City, NV 89706 (“Denali”), USA and its wholly owned subsidiary, EYEFITE LTD., an Israeli-registered private company whose principal place of business is located at 12 Abba Hillel Silver, Ramat Gan 52506, Israel (“EyeFite”; Denali and EyeFite collectively, the “Company”)
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT—EXCLUSIVE COVER PAGEPatent License Agreement • September 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) and/or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Modifications), Appendix E (Benchmarks), and Appendix F (Commercial Development Plan). The Parties to this Agreement are:
NATIONAL INSTITUTES OF HEALTH SECOND AMENDMENT TO L-249-2001/0Second Amendment • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This is the second amendment (“Second Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) or within the Department of Health and Human Services (“HHS”), and Can-Fite BioPharma, Ltd. having an effective date of January 29, 2003 and having NIH Reference Number L-249-2000/0, as amended by the first amendment to the agreement, having an effective date of August 15,2005, and having NIH reference Number L-249-2000/1 (“First Amendment”) (hereinafter collectively referred to as the “Agreement”). This Second Amendment, having NIH Reference Number L-249-2001/2, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Can-Fite BioPharma, Ltd. (“Can-Fite”), having an office at 10 Bareket Street, Kiryat Matalon, P.O.Box 7537, Petach Tikva 49170, Israel, the (“Licensee”). This second Amendment includes, in addition to the amendments made below, 1) a S
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
CONSULTING AGREEMENT (the “Agreement”), dated as of September 27, 2005, by and between CAN-FITE BIOPHARMA LTD., an Israeli Company, whose address is 10 Bareket Street, Petach Tikva, Israel (the “Company”), and BioStrategics Consulting Ltd through its President, Dr. Michael H. Silverman, whose place of business is 9 Elizabeth Road, Marblehead, MA, USA (the “CONSULTANT”).
STRICTLY PRIVATE AND CONFIDENTIAL AGREEMENTStrictly Private and Confidential • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Agreement (“Agreement”) is entered into and signed as of November 21, 2011, by and between Can-Fite Biopharma Ltd., an Israeli corporation, of 10 Bareket Street, Petach Tikva, Israel (“Can-Fite”), for the first part; and Denali Concrete Management, Inc., a Nevada corporation, of 123 W. Nye Lane, Suite 129 Carson City, NV 89706 (“Denali”), for the second part. Can-Fite and Denali may be referred to herein individually as a “Party” or collectively as the “Parties”.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This Memorandum of Understanding is entered into on January 19, 2010 between Can-Fite Bio-Pharma Ltd., a biopharmaceutical company incorporated in Israel with principal place of business at 10 Bareket Street, Petach Tikva, Israel (hereinafter referred to as “Can-Fite”), and Morningside Asia Venture (HK) Limited, a company incorporated in Hong Kong, whose registered office is situated at 22/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (“Morningside”).
REPRESENTATIVE AGREEMENTNon Disclosure Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) entered into on the 22nd day of September, 2006 by and between Can-Fite BioPharma, Ltd., having its principal place of business at 10 Bareket St. Petach Tikva, Israel (the “Company”), and Fuji Techno Interface Ltd., a company organized under the laws of the State of Japan, having its principal place of business at Kioicho Hills lF, 3-32 Kioicho Chiyoda –ku, Tokyo 102-0094, Japan (the “Representative”).
LICENSE AGREEMENTLicense Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”), dated as of December 14, 2008 (the “Effective Date”), is made by and between Kwang Dong Pharmaceutical Co., Ltd. of Seoul, Korea (herein: “KDP”) and Can-Fite Biopharma, Ltd of Petach-Tikva, Israel (herein: “Can-Fite”). KDP and Can-Fite may be referred to herein individually as a “Party” and jointly as the “Parties.”
Master Services Agreement Accellient Partners LLCMaster Services Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • Massachusetts
Effective 10 May 2010 (the "Effective Date"), Accellient Partners, LLC, (“ACCELLIENT PARTNERS”) located at 1000 Winter St., Suite 2000, Waltham, MA 02451 and Canfite BioPharma Ltd. (“CLIENT”) located at 10 Bareket Street, Petach-Tivka, 49170, Israel, seek to enter into an agreement whereby ACCELLIENT PARTNERS shall provide consulting and project management services to CLIENT.
LICENCE AGREEMENTLicence Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
AGREEMENTAgreement • October 17th, 2019 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
THIS AGREEMENT (the “Agreement”) effective as of the 7th day of October, 2019 (the “Commencement Date”), by and between Can-Fite Biopharma, Ltd. an Israeli company, whose address is 10 Bareket Street, Petach Tikva, Israel (the “Company”), and Capital Point Ltd., an Israeli company, whose address is 132 Menachem Begin Street, Tel Aviv, Israel (hereinafter referred to as “Capital”). Each of the Company and Capital shall also be referred to individually as a “Party” and collectively as the “Parties”.
SERVICE MANAGEMENT AGREEMENTService Management Agreement • September 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
THIS AGREEMENT is between Can-Fite Biopharma Ltd., an Israeli company, whose address is 10 Bareket Street, Petach Tikva, Israel (the “Company”) and F.D. Consulting International and Marketing Ltd., an Israeli company, whose address is City Gate Building, Ben Gurion Street, Herzliya, Israel. (“Manager”), for services as hereinafter provided is entered as of June 27 2002 (“Effective Date”).
PUBLIC HEALTH SERVICE FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT - L-249-2001/0 AMENDMENT L-249-2001/1Can-Fite BioPharma Ltd. • May 10th, 2013 • Pharmaceutical preparations
This Amendment, L-249-2001/1, (“First Amendment”) of the Exclusive Patent License L-249-2001/0 (“Agreement”) is made between the National Institutes of Health (“NTH”), the Centers for Disease Control and Prevention (“CDC”), or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as (“PHS”), agencies of the United States Public Health Service within the Department of Health and Human Services (“DHHS”) through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A. and Can-Fite BioPharma, Ltd. having offices at the address indicated on the Signature Page, hereinafter referred to as “Licensee”.
LICENSE AGREEMENT BETWEEN CAN-FITE BIOPHARMA, LTD. AND SEIKAGAKU CORPORATION DATED September 22, 2006License Agreement • September 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”), dated as of September 22, 2006 (the “Effective Date”), is made by and between Can-Fite BioPharma, Ltd., having its principal place of business at 10 Bareket St. Petach Tikva, Israel (“Can-Fite”), and Seikagaku Corporation, having its principal place of business 6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan (“SKK”). Can-Fite and SKK may be referred to herein individually as a “Party” and collectively as the “Parties.”
Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. Collaboration AgreementCollaboration Agreement • October 17th, 2019 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This Collaboration Agreement (the “Agreement”) is made and entered into as of this 10 day of September, 2019 (the “Effective Date”) by and between Can-Fite Biopharma Ltd. an Israeli company, whose address is 10 Bareket Street, Petach Tikva, Israel (“Can-Fite”); Univo Pharmaceuticals Ltd. an Israeli company, whose address is 20 Ha’Harash street, Ashkelon, Israel (“Univo”) and UNV Medicine Ltd. an Israeli company, whose address is 20 Ha’Harash street, Ashkelon, Israel (“UNV”) (each a “Party” and collectively, the “Parties”).
CAN-FITE BIOPHARMA LTD. March 10, 2014Can-Fite BioPharma Ltd. • March 10th, 2014 • Pharmaceutical preparations • New York
This Lock-Up Agreement is being delivered to you in connection with the Securities Purchase Agreement (the "Purchase Agreement"), dated as of March 10, 2014 by and among Can-Fite BioPharma Ltd. (the "Company") and the investors party thereto (the "Buyers"), with respect to the issuance of ordinary shares of the Company, par value NIS 0.25 per share (the "Ordinary Shares"), represented by American Depositary Shares ("ADSs") (collectively, the "Purchased ADSs") and warrants (the "Warrants"), which will be exercisable to purchase ADSs. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement.
CAN-FITE BIOPHARMA LTD AND CIPHER PHARMACEUTICALS INC. DISTRIBUTION AND SUPPLY AGREEMENT DATED AS OF MARCH 20, 2015Distribution and Supply Agreement • March 27th, 2015 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Distribution and Supply Agreement (the “Agreement”) is entered into as of March 20, 2015, (the “Effective Date”) by and between Can-Fite BioPharma Ltd. (“Can-Fite”), an Israeli company located at 10 Bareket Street, Kiryat Matalon, PO Box 7537, Petah-Tikva, 49170, Israel, and Cipher Pharmaceuticals Inc. (“Distributor”), an Ontario corporation located at 5650 Tomken Road Unit 16, Mississauga Ontario L4W 4P1. Unless otherwise specified, all capitalized terms shall have the meaning specified in Article 1 herein.
