UNDERWRITING AGREEMENT between BIONDVAX PHARMACEUTICALS LTD. and JOSEPH GUNNAR & CO., LLC, as Representative of the Several Underwriters BIONDVAX PHARMACEUTICALS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • September 15th, 2017 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
The undersigned, BiondVax Pharmaceuticals Ltd., a company formed under the laws of the State of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with Joseph Gunnar & Co., LLC (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein) as follows:
BIONDVAX PHARMACEUTICALS LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of _______________, 2015 DEPOSIT AGREEMENTDeposit Agreement • April 6th, 2015 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
DEPOSIT AGREEMENT dated as of ________________, 2015, among BiondVax Pharmaceuticals Ltd., a company incorporated under the laws of the State 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.
PREFUNDED WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES BIONDVAX PHARMACEUTICALS LTD.BiondVax Pharmaceuticals Ltd. • December 14th, 2022 • Biological products, (no disgnostic substances) • New York
THIS PREFUNDED 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 hereof (the “Initial Exercise Date”) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from BiondVax Pharmaceuticals Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), up to ______ ordinary shares, no par value (as subject to adjustment hereunder, the “Warrant Shares”) represented by [●] American Depositary Share (“ADSs”), each ADS representing four hundred (400) ordinary shares, as subject to adjustment hereunder (the ADSs issuable hereunder, the “Warrant ADSs”). The purchase price of one ADS under this Warrant shall be equal to the Exercise Pri
1,600,000 UNITS BIONDVAX PHARMACEUTICALS, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • December 20th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
The undersigned, BiondVax Pharmaceuticals, Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below), if any, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (the “Underwriter”) on the terms and conditions set forth herein. The Underlying Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 11, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the ADRs (as defined below) issued by the Depositary and evidencing the ADSs (as defined below). Each ADS represents 400 Ordinary Shares (as defined below) deposited pursuant to the Deposit Agreement.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 19th, 2023 • Scinai Immunotherapeutics Ltd. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 15, 2023 by and between Scinai Immunotherapeutics Ltd., a company 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”).
3,813,560 AMERICAN DEPOSITARY SHARES EACH REPRESENTING 40 ORDINARY SHARES, NO PAR VALUE PER SHARE BIONDVAX PHARMACEUTICALS, LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • December 29th, 2021 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
The undersigned, BiondVax Pharmaceuticals, Ltd., a company incorporated under the laws of Israel (collectively with its Subsidiaries (as defined below), if any, the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (the “Underwriter”) on the terms and conditions set forth herein. The Underlying Ordinary Shares (as defined below) are to be deposited pursuant to a deposit agreement, as amended, dated May 11, 2015 (the “Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the ADRs (as defined below) issued by the Depositary and evidencing the ADSs (as defined below). Each ADS represents 40 Ordinary Shares (as defined below) deposited pursuant to the Deposit Agreement.
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES SCINAI IMMUNOTHERAPEUTICS LTD.Scinai Immunotherapeutics Ltd. • January 2nd, 2024 • Biological products, (no disgnostic substances) • 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 [__________________]1 (the “Termination Date”) but not thereafter, to subscribe for and purchase from SCINAI IMMUNOTHERAPEUTICS LTD., a company organized under the laws of the State of Israel (the “Company”), up to [¡] Ordinary Shares, no par value per share of the Company (the “Warrant Shares”), represented by [¡] American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to the Exercise Price,
BIONDVAX PHARMACEUTICALS LTD. American Depositary Shares (each representing 40 fully paid Ordinary Shares) AT MARKET ISSUANCE SALES AGREEMENTBiondVax Pharmaceuticals Ltd. • November 4th, 2016 • Biological products, (no disgnostic substances) • New York
UNDERWRITING AGREEMENT between BIONDVAX PHARMACEUTICALS LTD. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersLock-Up Agreement • April 6th, 2015 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
The undersigned, BiondVax Pharmaceuticals Ltd., a company formed under the laws of the State of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENT between BIONDVAX PHARMACEUTICALS LTD. and AEGIS CAPITAL CORP., as Representative of the Several UnderwritersUnderwriting Agreement • April 28th, 2015 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
The undersigned, BiondVax Pharmaceuticals Ltd., a company formed under the laws of the State of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with Aegis Capital Corp. (hereinafter referred to as “you” (including its correlatives) or the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
AGREEMENTAgreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • Tel-Aviv
This agreement (the “Agreement”) is entered into as of this 20 day of June, 2007 between BiondVax Pharmaceuticals Ltd., of 14 Einstein St., Nes-Ziona, Israel (the “Company”) and Mr. Uri Ben-Or CPA and CFO Direct, jointly and severely, of 57 Rothschild street, Yatir Building, 2nd floor, Kfar Saba 44201, Israel (the “Contractor”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • Tel-Aviv
This Employment Agreement (this “Agreement is entered by and between BiondVax Pharmaceuticals Ltd., with offices at 54 Bialik Ave.; Ramat Ha’Sharon, Israel P.O. Box 1802, Ramat Ha’Sharon 47117, Israel (the “Company”)
AMENDMENT AGREEMENT dated 9 AUGUST 2022 for EUROPEAN INVESTMENT BANK AND BIONDVAX PHARMACEUTICALS LTD RELATING TO A finance contract ORIGINALLY DATED 19 JUne 2017 AND AS AMENDED FROM TIME TO TIMEAmendment Agreement • September 29th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
THIS PERSONAL EMPLOYMENT AGREEMENT (the “Agreement”) is made this 20th day of January 2021 by and between BiondVax Pharmaceuticals Ltd. registry number 51343610, a company having its principal place of business at Jerusalem BioPark, 2nd Floor, Hadassah Ein Kerem Campus, Jerusalem, Israel (the “Company”) and Amir Reichman (I.D. 032241911) Boomgaardlaan 29,1560 Hoeilaart, Belgium (the “Employee”).
ContractBiondVax Pharmaceuticals Ltd. • December 14th, 2022 • Biological products, (no disgnostic substances)
Arrangement to Conclude Proceedings, Subject to Conditions in accordance With Section B to Chapter 9A of the Securities Law 5728-1968 That was drawn and entered into on August 13 2018, between the following parties:BiondVax Pharmaceuticals Ltd. • August 20th, 2018 • Biological products, (no disgnostic substances)
Whereas the Suspect was investigated for suspicion of violating the Securities Law 5728-1968, while serving as CEO of BiondVax Pharmaceuticals Ltd. and as director in the Company;
Research Collaboration Agreement by and between Max-Planck-Gesellschaft zur Förderung der Wissenschaften e.V. a German non-profit research organization having its postal address at Hofgartenstr. 8, 80539 München, Germany represented for the purpose of...Research Collaboration Agreement • March 28th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
REVERSE EQUITY PRICING AGREEMENTReverse Equity Pricing Agreement • November 13th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
This REVERSE EQUITY PRICING AGREEMENT (“Agreement”) dated as of November 13, 2013 between YA Global Investments, L.P, a limited partnership organized and existing under the laws of the Cayman Islands (the “Investor”), and BiondVax Pharmaceuticals Ltd., a public company organized and existing under the laws of Israel (the “Company”). Each of the above mentioned parties to this Agreement shall be referred to as a “Party” and all of such Parties as the “Parties.”
Consortium AgreementConsortium Agreement • November 13th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
REGULATION (EC) No 1906/2006 OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL of 18 December 2006 laying down the rules for the participation of undertakings, research centres and universities in actions under the Seventh Framework Programme and for the dissemination of research results (2007-2013) hereinafter referred to as Rules for Participation and the European Commission Grant Agreement, adopted on 10 April 2007, Version 6 adopted on 24 January 2011, hereinafter referred to as the Grant Agreement or EC-GA and Annex II adopted on 10 April 2007, hereinafter referred to as Annex II of the EC-GA, and is made on 2013-10-01, hereinafter referred to as “Effective Date”
ADS RIGHTS AGENT AGREEMENT June [ ], 2019Ads Rights Agent Agreement • June 6th, 2019 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
BiondVax Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel (the “Company”), will grant to existing holders (the “ADS Holders”) of American Depositary Shares (“ADSs”) issued under the Deposit Agreement dated as of May 30, 2014, as amended as of May 11, 2015 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all owners and holders from time to time of ADSs issued thereunder that are registered on the books of the Depositary as of close of business in New York City on June 9, 2019 (the “Record Date”) the right (the “ADS Rights Offer”) to purchase new ADSs at a purchase price of $5.69 per new ADS (the “Purchase Price”). Each ADS Holder will receive 0.537823255 ADS rights (each, an “ADS Right”) for each ADS held on the Record Date, and each ADS Right will entitle the registered holder (an “ADS Rights Holder”) to purchase one new ADS in the ADS Rights Offer. Each ADS represents 40 ordinary shares (e
BIONDVAX PHARMACEUTICALS LTD. AND ANGLES INVESTMENTS IN HI TECH LTD. INVESTMENT AGREEMENT DATED DECEMBER 31, 2016Investment Agreement • January 26th, 2017 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
THIS INVESTMENT AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
BiondVax Signs Lease Agreement for Mid-Size Commercial Facility to Manufacture Universal Flu VaccineBiondvax Signs Lease Agreement • July 20th, 2017 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
BiondVax Pharmaceuticals Ltd. (NASDAQ: BVXV, TASE: BVXV), developer of the Universal Flu Vaccine candidate M-001, today signed an agreement to lease approximately 1800m2 in the Jerusalem BioPark (JBP), located in the Ein Kerem Hadassah campus, next to Hadassah University Hospitals and Hebrew University’s Medical School. The mid-sized facility is planned to have capacity to annually produce tens of millions of doses of M-001 either in single-dose syringe or in bulk. M-001 is designed to provide protection against current and future seasonal and pandemic flu strains.
LICENSE AGREEMENT by and between Max-Planck-Innovation GmbH a German corporation having a principal place of business at Amalienstraße 33, 80799 München, Germany -hereinafter called “MI”- and Georg-August-Universität Göttingen Stiftung Öffentlichen...License Agreement • March 28th, 2022 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
NOTE: All provisions regarding the aRCA in italics and brackets throughout this template shall be included if the Parties mutually agree on and enter into such aRCA (including, without limitation, agreement on project plan and project funding), and shall be deleted if the Parties do not agree on such aRCA.
Exemption from Liability and Indemnification AgreementExemption From Liability and Indemnification Agreement • April 6th, 2015 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
This Exemption from Liability and indemnification Agreement (this "Agreement") is made as of ________, 2015, by and between BiondVax Pharmaceuticals Ltd. (the "Company) and __________________ I.D. No. ___________ (the "Indemnitee").
BiondVax Pharrnaceuticals Ltd. December 29, 2005BiondVax Pharmaceuticals Ltd. • December 29th, 2014 • Biological products, (no disgnostic substances)
For the sake of good order we wish to set forth in this letter our agreement to amend the terms of the Agreement, effective as of December 1, 2005 (the "Effective Date"), as follows:
Unprotected Lease Agreement Drawn up and signed in Tel Aviv on the 10th day of the month of July, 2017 Between UNIHAD BIOPARK Ltd Of 4 Habosem St. Ashdod (Hereinafter: “the Company”)Unprotected Lease Agreement • April 30th, 2018 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
Whereas The Company implemented for the Hadassah Women’s Zionist Organization of America Inc., Hadassah Medical Relief Association and the Hebrew University in Jerusalem and anyone acting on their behalf (hereinafter: “Client’s Representatives” or “the Client”) a project for the design, construction, maintenance and delivery of a “biotechnological park” in the medical campus of Hadassah and the Hebrew University in Ein Kerem, Jerusalem, on a land known as parcel 17 (previously part of parcel 1) in block 30391 (hereinafter: “the Project”) (that will be used primarily by companies that will engage in the performance of the research and the intellectual property kept in the Hebrew University and in Hadassah Ein Kerem Hospital in Jerusalem in the fields of life sciences and other entities that engage in the application of the research in the biotechnological industry);
LICENCE AGREEMENTLicence Agreement • November 13th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
P R E A M B L E : WHEREAS: (A) in the course of research conducted at the Weizmann Institute of Science (“the Institute”), under the supervision of Professor Ruth Arnon (“Prof. Arnon”) of the Department of Immunology, Prof. Arnon together with certain other scientists of the Institute (all of the aforementioned persons, collectively, “the Scientists”) arrived at an invention comprising a peptide-based vaccine for influenza (“the Invention”), all as more fully described in the patent applications listed in Appendix A(1) hereto (“the Existing Patent Applications”); and created and/or generated the know-how and other information relating to the Invention and the formulation and development thereof as described in Appendix A(2) hereto (which may be modified by mutual agreement of the parties from time to time) (“the Know-How”); and
ADDENDUM TO SERVICES AGREEMENTAddendum to Services Agreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
This Amendment to the Services Agreement (the "Addendum") is entered into as of August 31, 2014 (the "Effective Date"), by and between Biondvax Pharmaceuticals Ltd. (the "Company"), CFO Direct Ltd. (the "Contractor") and Mr. Uri Ben Or. The Company and Contractor shall be referred to individually as a "Party" and collectively as the "Parties".
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
I, the undersigned, Ron Babecoff personally guarantee the complete fulfillment of all of the Contractor’s s obligations towards the Company under the foregoing Agreement and warrant the correctness of all of the Contractor’s warranties and declarations therein. I further undertake to be personally bound by the provisions of, and to personally fulfill all of the obligations set forth in foregoing.
ADS WARRANT AGENT AGREEMENTAds Warrant Agent Agreement • May 6th, 2015 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
ADS WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2015 (the “Issuance Date”) between BiondVax Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel (the “Company”), and The Bank of New York Mellon (the “Warrant Agent”).
AMENDMENT NO. 1 TO ADS WARRANT AGENT AGREEMENTAds Warrant Agent Agreement • January 16th, 2020 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
This Amendment No.1 to ADS Warrant Agent Agreement (the “Amendment”) is made as of January 16, 2020 (the “Amendment Effective Date”) by and between BiondVax Pharmaceuticals Ltd. (the “Company”) and The Bank of New York Mellon (the “Warrant Agent”, and together with the Company, the “Parties”).
BiondVax Pharmaceuticals Ltd. American Depositary Shares Each Representing Forty Ordinary Shares, no par value ATM EQUITY OFFERINGSM SALES AGREEMENTTerms Agreement • October 2nd, 2020 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances) • New York
BiondVax Pharmaceuticals Ltd., an Israeli company (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through BofA Securities, Inc., (“BofAS”), Citigroup Global Markets Inc. (“Citi”) or Credit Suisse Securities (USA) LLC (“Credit Suisse”), as sales agents and/or principals (each, an “Agent”, and collectively, the “Agents”), American Depositary Shares (“ADSs”) having an aggregate gross sales price of not to exceed $100,000,000 (the “Placement ADSs”), each representing 40 ordinary shares, no par value of the Company (the “Ordinary Shares”), and may issue Ordinary Shares underlying the Placement ADSs (the “Underlying Shares”) on the terms set forth in this ATM Equity OfferingSM Sales Agreement. The ADSs will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to the Deposit Agreement dated May 11, 2015 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”) and each holder
ADDENDUM TO AGREEMENTAddendum to Agreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
This Addendum to the Agreement (the "Addendum") is entered into as of April 1, 2012, by and between BiondVax Pharmaceuticals Ltd. a company duly incorporated under the laws of the State of Israel, with a registered address at 14 Einstein Street, Nes Ziona, Israel (the "Company") and Ms. Tamar Ben-Yedidia (I.D. No. 058620253) of 28 Hamagen Street, Mazkeret Batia, Israel (the "Executive") (each a "Party" and collectively, the "Parties").
EMPLOYMENT AGREEMENTEmployment Agreement • December 29th, 2014 • BiondVax Pharmaceuticals Ltd. • Biological products, (no disgnostic substances)
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of August 31, 2014, (the "Effective Date"), by and between Biondvax Pharmaceuticals Ltd., a company organized under the laws of Israel (the "Company") , and Mr. Uri Ben Or, I.D. Number 027867753, of 57 Rothschild St., Kfar Saba, Israel, 44201 (the “Employee”). (Each of the Company and Employee shall be referred to herein, as a "Party" and collectively, as the "Parties").
