Entera Bio Ltd. Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 26th, 2023 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December [ ], 2023, between Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SALES AGREEMENTSales Agreement • September 2nd, 2022 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with SVB Securities LLC (the “Agent”), as follows:
At Market Issuance Sales AgreementAt Market Issuance Sales Agreement • June 22nd, 2021 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
ORDINARY SHARE PURCHASE WARRANT ENTERA BIO LTD.Ordinary Share Purchase Warrant • December 26th, 2023 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] 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”) and on or prior to 5:00 p.m. (New York City time) on [•], 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), up to [•] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant is being issued pursuant to that certain Placement Agency Agreement, dated December 5, 2023, among the Company and the Network 1 Financial Securities Inc.
Ordinary Shares ENTERA BIO LTD. Ordinary Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • January 11th, 2018 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
ENTERA BIO LTD. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • July 13th, 2020 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
Entera Bio Ltd., an Israeli company (the “Company”), confirms its agreement (this “Agreement”) with Canaccord Genuity LLC (“Canaccord”), as follows:
Ordinary Shares ENTERA BIO LTD. Ordinary Shares FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • November 20th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
Entera Bio Ltd., an Israeli company (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 ________ ordinary shares (the "Firm Shares") of the Company, NIS 0.01 par value per share (the "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 ___________ Ordinary Shares (the "Company Option Shares") from the Company for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the Option Shares are collectively called the "Shares."
ORDINARY SHARE PURCHASE WARRANT ENTERA BIO LTD.Ordinary Share Purchase Warrant • May 17th, 2018 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Cede & Co. 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 [ ], 2018 (the “Initial Exercise Date”) and on or prior to 5:00 p.m., New York City time, on the fifth (5) year anniversary of the Initial Exercise Date, subject to early acceleration as set forth in Section 3(h) below (the “Termination Date”) but not thereafter, to subscribe for and purchase from Entera Bio Ltd., a company limited by shares incorporated under the laws of Israel (the “Company”), up to [_______] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depo
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 26th, 2023 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of December 20, 2023, between Entera Bio Ltd., a company organized under the laws of the State of Israel (“the “Company”), and each purchaser identified on the signature pages hereto (each purchaser, including its successors and permitted assigns, a “Purchaser” and collectively, the “Purchasers”).
Entera Bio Ltd. and American Stock Transfer & Trust Company, LLC, as Warrant Agent Warrant Agency AgreementWarrant Agency Agreement • June 15th, 2018 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
WARRANT AGENCY AGREEMENT, dated as of [ ], 2018 (“Agreement”), between Entera Bio Ltd., a company limited by shares incorporated under the laws of Israel (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (the “Warrant Agent”).
Ordinary Shares and Warrants to Purchase ______________ Ordinary Shares ENTERA BIO LTD. FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2018 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
Entera Bio Ltd., an Israeli company (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"), (i) an aggregate of ________ ordinary shares (the "Firm Shares") of the Company, NIS par value per share (the "Ordinary Shares") and (ii) warrants (each whole warrant, a "Warrant") to purchase up to an aggregate of ________ Ordinary Shares (the "Firm Warrants"). The respective amounts of the Firm Shares and Firm Warrants to be purchased by each of the several Underwriters are set forth opposite their names on Schedule I hereto. In the event only one underwriter is listed in Schedule I hereto, any references in this Agreement to the "Underwriters" shall be deemed to refer to the sole underwriter in the singular form, as listed in such Schedule I. The Firm Shares and Firm Warra
PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT ENTERA BIO LTD.Pre-Funded Ordinary Share Agreement • December 26th, 2023 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS PRE-FUNDED ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [HOLDER] 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”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), up to [•] Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Warrant is being issued pursuant to that certain Securities Purchase Agreement, dated December 20, 2023, among the Company and the purchasers signatory thereto, as amended and/or restated from time to time (the “Purchase Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 26th, 2020 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
This Subscription Agreement (this “Agreement”) has been executed by the subscriber set forth on the signature page hereof (the “Subscriber”) in connection with the private placement offering (the “Offering”) by Entera Bio Ltd., an Israeli company (the “Company”) of a minimum of Seven Million Dollars ($7,000,000) (the “Minimum Offering”) and a maximum of Fourteen Million Dollars ($14,000,000) (the “Maximum Offering”) of the Company’s ordinary shares, par value NIS 0.0000769 (the “Ordinary Shares”) and warrants in the form annexed hereto as Exhibit A (the “Warrants”), to purchase additional Ordinary Shares in an amount up to 50% of the number of Ordinary Shares purchased directly at an exercise price equal to 125% of the price at which the Ordinary Shares being purchased directly are sold in the Offering. The purchase price (the “Purchase Price”) for each Ordinary Share will be equal to the thirty- day moving average market price for the Ordinary Shares determined as of the date which is
CONSULTANCY AGREEMENTConsultancy Agreement • March 8th, 2024 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
This Consultancy Agreement ("Agreement") is entered into effective as of June 2, 2019, by and between Entera Bio Ltd., an Israeli company I.D. No. 514330604 ("Company"), and A2Z Finance Ltd., a company organized under the laws of the State of Israel ("Consultant").
Personal Employment AgreementPersonal Employment Agreement • March 8th, 2024 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
This Personal Employment Agreement (this “Agreement”), is entered into at Hadassah, J-m on 8 June 2014 this effective as of March, 2014, by and between:
ContractPatent Transfer Agreement • November 9th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
ContractConvertible Promissory Note and Loan Agreement • November 20th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS CONVERTIbLE PROMISSORY NOTE AND LOAN AGREEMENT AND THE SHARES ISSUABLE UPON CONVERSION HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.
SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • January 5th, 2018 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS SERIES B PREFERRED SHARE Purchase Agreement (the “Agreement”) is made as of the (the “Effective Date”), by and between Entera Bio Ltd., an Israeli company (the "Company") and the Investors whose names are listed in Exhibit A hereto (each, an “Investor” and collectively, the “Investors”).
SERVICE AGREEMENTService Agreement • November 9th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • Delaware
This Agreement (the “Agreement”) is entered into on April 6, 2017 by and between Entera Bio Ltd., an Israel corporation, having its principal offices at Hadassah Medical Center, Kiryat Hadassah, PO Box 12117, Jerusalem, Israel (the “Company”), and Luke Beshar of 12 Lorraine Road, Summit, New Jersey 07901 (“Service Provider”).
ContractPatent Transfer Agreement • November 20th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
Amended and Restated Employment AgreementEmployment Agreement • July 18th, 2022 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
This Amended and Restated Employment Agreement (the "Employment Agreement") shall be effective and shall apply to your employment with the Company as of the Commencement Date (as defined below). For the avoidance of any doubt you are engaged by the Company as of the Original Commencement Date and your seniority and tenure accrued with the Company counts as of the Original Commencement Date and all seniority based benefits are based on such accrued seniority. Accordingly, effective as of the Commencement Date, the Previous Employment Agreement shall be cancelled and shall be replaced in its entirety by this Employment Agreement and the Previous Employment Agreement shall no longer be in effect from the Commencement Date.
ContractWarrant Agreement • November 9th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS WARRANT AND THE APPLICABLE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.
ENTERA BIO LTD. 2018 EQUITY INCENTIVE PLAN STOCK OPTION AWARD AGREEMENT - ISRAELI EMPLOYEES – TRUSTEE CAPITAL GAIN ROUTEStock Option Award Agreement • March 28th, 2019 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
Subject to the terms and conditions set forth in this grant letter (the “Grant Letter”) and the award agreement set forth in Exhibit A (the Grant Letter and Exhibit A, collectively this “Agreement”), Entera Bio Ltd., a company organized under the laws of the State of Israel (the “Company”), has granted you as of the Grant Date set forth below an option to purchase Shares (the “Award”). The Award is granted under and is subject to the Entera Bio Ltd. 2018 Equity Incentive Plan (together with the Israeli Sub Plan, the “Plan”). Unless defined in this Agreement, capitalized terms shall have the meanings assigned to them in the Plan. The provisions of the Plan shall control in the event of a conflict among the provisions of the Plan, this Agreement and any descriptive materials provided to you.
ContractInvestors’ Rights Agreement • November 3rd, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of the 4 day of October, 2017 (the “Effective Date”), by and among Entera Bio Ltd., an Israeli company (the “Company") and those individuals and entities listed on Schedule A hereto (including each of the 2012 Lenders which are party to a convertible financing agreement entered into with the Company as of November 2012) (the “Investors").
ContractWarrant Agreement • November 9th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS WARRANT AND THE APPLICABLE SHARES ISSUABLE UPON EXERCISE THEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THESE SHARES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION OTHERWISE COMPLIES WITH THE ACT.
CONVERTIBLE FINANCING AGREEMENTConvertible Financing Agreement • November 9th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
This Convertible Financing Agreement (the “Agreement”) is made and entered into as of the 31 day of December, 2012, by and among Entera Bio Ltd., a company incorporated under the laws of the State of Israel having its principal offices at 3 Avishai St, Jerusalem 93149, Israel (the “Company”); D.N.A. Biomedical Solutions Ltd. (“D.N.A.”) and the investors set out in Exhibit l hereto (the “Investors”, and each individually, an “Investor”).
AMENDMENT TO SERIES B PREFERRED SHARE PURCHASE AGREEMENTSeries B Preferred Share Purchase Agreement • January 5th, 2018 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
This Amendment (this “Amendment”) to that certain Series B Share Purchase Agreement dated as of October 4, 2017 (the “SPA”), by and between Entera Bio Ltd., an Israeli company (the “Company”) and the Investors whose names are listed in Exhibit A therein, is entered into as of December 18, 2017.
Form of WarrantWarrant Agreement • March 26th, 2020 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
THIS SECURITY AND THE ORDINARY SHARES ISSUABLE UPON EXERCISE OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2020 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of December 10, 2019, among Entera Bio Ltd., an Israeli corporation (the “Company”), each of the persons who have executed omnibus or counterpart signature page(s) hereto (each, a “Subscriber” and, collectively, the “Subscribers”), and GP Nurmenkari Inc. (the “Broker”).
COLLABORATION AND LICENSE AGREEMENT by and between ENTERA BIO LTD., OPKO BIOLOGICS LTD., and OPKO HEALTH, INC.Collaboration and License Agreement • March 17th, 2025 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
This COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of March 16, 2025 (the “Effective Date”), by and between (i) OPKO Biologics Ltd., an Israeli company with offices at 16 Ashlegan St., Kiryat Gat 8211804, Israel (“OPKO”), (ii) solely for purposes of Sections 7.2, 10.1, 10.2 and 10.4 hereof, OPKO Health, Inc., a Delaware corporation headquartered at 4400 Biscayne Blvd., Miami, FL 33137 (“OPKO Health”); and (iii) Entera Bio Ltd., an Israeli company headquartered at Kiryat Hadassah, Minrav Building, Fifth Floor, Jerusalem, Israel 9112002 (“Entera”). OPKO and Entera are referred to herein individually as a “Party” and collectively as the “Parties.”
SERIES A PREFERRED SHARE PURCHASE AGREEMENTSeries a Preferred Share Purchase Agreement • November 9th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
THIS SERIES A PREFERRED SHARE PURCHASE AGREEMENT (the “Agreement”) is made as of the 29th day of January 2014 (the “Effective Date”), by and between Entera Bio Ltd., an Israeli company (the “Company”) and Centillion Fund (the “Investor”).
MUTUAL SEPARATION AGREEMENTMutual Separation Agreement • June 17th, 2022 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
This Mutual Separation Agreement (the “Agreement”) is made and entered on June 15, 2022 (the “Effective Date”) by and between Entera Bio Ltd., a company registered in Israel under number 514330604 of Hi-Tech Park 2/5 Givat-Ram, Jerusalem (the "Company") and Phillip Schwartz, ID No. 343880345 of David Alro'i 5(aleph) 35, Jerusalem (the “Executive”). The Company and the Executive are each a “Party” and together are the "Parties".
ContractSeries a Preferred Share Purchase Agreement • November 9th, 2017 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
RESEARCH COLLABORATION AND LICENSE AGREEMENT by and between amgen inc. and ENTERABIO LTD. Dated as of December 10, 2018Research Collaboration and License Agreement • April 17th, 2019 • Entera Bio Ltd. • Biological products, (no disgnostic substances) • New York
This Research Collaboration and License Agreement (“Agreement”) is entered into as of December 10, 2018 (the “Effective Date”) by and between Amgen Inc., a Delaware corporation having an address at One Amgen Center Drive, Thousand Oaks, California 91320, USA (“Amgen”) and EnteraBio Ltd., an Israeli company having an address at Minrav Building, 5th Floor, PO Box 12117, Jerusalem 91220, Israel (“EnteraBio”). Amgen and EnteraBio are each hereafter referred to individually as a “Party” and together as the “Parties”.
OPKO Health and Entera Bio Enter into Collaboration Agreement to Advance Oral GLP-1/Glucagon Tablet Candidate into the Clinic to Treat Obesity and Metabolic DisordersCollaboration Agreement • March 17th, 2025 • Entera Bio Ltd. • Biological products, (no disgnostic substances)
MIAMI and JERUSALEM, March 17, 2025 – OPKO Health, Inc. (NASDAQ: OPK) and Entera Bio Ltd. (NASDAQ: ENTX) , a leader in the development of oral peptides and proteins replacement therapies, entered into a collaboration and license agreement to advance into the clinic the first oral dual agonist GLP-1/glucagon peptide as a once-daily tablet treatment for patients with obesity, metabolic and fibrotic disorders. The program combines OPKO’s proprietary long-acting oxyntomodulin analog (OPK-88006) and Entera’s proprietary N-Tab™ technology. Favorable pharmacodynamic, pharmacokinetic and bioavailability data in vivo were reported in September 2024. The companies expect to file an Investigational New Drug application with the U.S. Food and Drug Administration (FDA) later this year.