NeuroDerm Ltd. [Number of Shares] Ordinary Shares (Par Value NIS 0.01 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 3rd, 2014 • NeuroDerm Ltd. • Pharmaceutical preparations • New York
Introductory. NeuroDerm Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [·] ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”). The [·] Ordinary Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [·] Ordinary Shares as provided in Section 2. The additional [·] Ordinary Shares to be sold pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwrite
NeuroDerm Ltd. 4,000,000 Ordinary Shares (Par Value NIS 0.01 Per Share) UNDERWRITING AGREEMENTNeuroDerm Ltd. • December 8th, 2016 • Pharmaceutical preparations • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 3rd, 2014 • NeuroDerm Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of , 2014, is entered into by and between NeuroDerm Ltd., an Israeli company whose address is Ruhrberg Science Building, 3 Pekeris St., Rehovot 7670212, Israel (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto (the “Indemnitee”).
ContractTerms of Lease Agreement • September 15th, 2014 • NeuroDerm, Ltd. • Pharmaceutical preparations
English summary of Principal Terms of Lease Agreement, dated February 2, 2014, by and between Ruhrberg Contracting and Investments (1963) Ltd. (the “Landlord”), as landlord, and NeuroDerm Ltd. (the “Company”), as tenant (the “Lease”).
AGREEMENT AND PLAN OF MERGER by and among MITSUBISHI TANABE PHARMA CORPORATION MT PORTO LTD. and NEURODERM LTD. July 24, 2017Agreement and Plan of Merger • July 24th, 2017 • NeuroDerm Ltd. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 24, 2017 by and among Mitsubishi Tanabe Pharma Corporation, a company organized under the laws of the State of Japan (“Parent”), MT Porto Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and NeuroDerm Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in ARTICLE I.
FORM OF VOTING AND SUPPORT AGREEMENTForm of Voting and Support Agreement • July 24th, 2017 • NeuroDerm Ltd. • Pharmaceutical preparations
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of July 24, 2017, by and among Mitsubishi Tanabe Pharma Corporation, a corporation formed under the laws of the State of Japan (“Parent”), MT Porto Ltd., a private company formed under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and the undersigned shareholder (“Shareholder”) of NeuroDerm Ltd., a public company formed under the laws of the State of Israel (the “Company”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • November 3rd, 2014 • NeuroDerm Ltd. • Pharmaceutical preparations
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (“Agreement”) is made as of the 14th day of August, 2014, by and among NeuroDerm Ltd., an Israeli corporation with registration number 51-339457-7 (the “Company”) ,the investors and/or lenders listed under the attached Schedule A (each an “Investor” and collectively the “Investors”), and each of the shareholders of the Company and/or the holders of any securities convertible into shares of the Company (with the exception only of holders of options granted under the Company’s employee share option plan), listed on Schedule B hereto, each of whom is referred to herein as a “Shareholder”.
