January 4, 2024 Mr. Frank Leonard Novocure USA LLC Wayne, Pennsylvania 19087Release Agreement • January 4th, 2024 • NovoCure LTD • Surgical & medical instruments & apparatus • New York
The purposes of this letter (this “Agreement”) are to amend and restate the terms and conditions of your Prior Agreement (as defined below) and to set forth and acknowledge certain terms of your continued employment with the Novocure Group. Your formal employment relationship will continue to be with Novocure USA LLC, a Delaware limited liability company (the “Company”) and a wholly owned subsidiary of NovoCure Limited, a Jersey (Channel Islands) corporation (the “Parent”). References herein to the “Novocure Group” shall mean and refer to, collectively, the Parent, the Company and their respective direct and indirect subsidiaries and affiliates. Effective as of January 1, 2024 (the “Effective Date”), this Agreement will supersede and replace in its entirety the employment letter agreement between you and the Company, dated as of May 3, 2023 (the “Prior Agreement”).
Novocure Limited Restricted Share Unit Award NoticeRestricted Share Unit Award Agreement • April 4th, 2018 • Novocure LTD • Surgical & medical instruments & apparatus • Jersey
You have been awarded an Other Share-Based Award in the form of restricted share units with respect to ordinary shares of Novocure Limited, a Jersey Isle company (the “Company”), pursuant to the terms and conditions of the Novocure Limited 2015 Omnibus Incentive Plan (the “Plan”) and the Restricted Share Unit Award Agreement attached hereto (together with this Award Notice, the “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan or the Agreement, as applicable.
NovoCure Limited [●] Ordinary Shares Underwriting AgreementUnderwriting Agreement • September 21st, 2015 • Novocure LTD • Surgical & medical instruments & apparatus • New York
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • October 25th, 2018 • NovoCure LTD • Surgical & medical instruments & apparatus • New York
This License and Collaboration Agreement (this “Agreement”) is made as of September 10th, 2018 (the “Effective Date”), by and between NovoCure Limited, a corporation organized and existing under the laws of Jersey (“NVCR”), having a registered address at Second Floor, No. 4 The Forum, Grenville Street, St. Helier, Jersey JE2 4UF, and Zai Lab (Shanghai) Co., Ltd., a limited company organized under the laws of P.R. of China (“Zai”), having a place of business at 4560 Jinke Rd, Bldg. 1, 4/F, Pudong, Shanghai, China, 201210. NVCR and Zai are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
NOVOCURE LIMITED Form of Non-Qualified Stock Option Agreement Pursuant to the NovoCure LimitedQualified Stock Option Agreement • May 12th, 2017 • Novocure LTD • Surgical & medical instruments & apparatus • Jersey
AGREEMENT (this “Agreement”), dated as of [__________] between NovoCure Limited, a Jersey Isle company (the “Company” and, collectively with its controlled Affiliates, the “ Employer”), and [________] (the “Participant”).
LOAN AND SECURITY AGREEMENT Dated as of February 7, 2018Loan and Security Agreement • April 26th, 2018 • Novocure LTD • Surgical & medical instruments & apparatus • New York
The ownership of an interest in this Note shall be registered on a record of ownership maintained by Lender. Notwithstanding anything else in this Note to the contrary, the right to the principal of, and stated interest on, this Note may be transferred only if the transfer is registered on such record of ownership and the transferee is identified as the owner of an interest in the obligation. Borrower shall be entitled to treat the registered holder of this Note (as recorded on such record of ownership) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in this Note on the part of any other person or entity.
NOVOCURE LIMITED Incentive Stock Option Agreement Pursuant to the NovoCure Limited2015 Omnibus Incentive Plan • December 22nd, 2015 • Novocure LTD • Surgical & medical instruments & apparatus
AGREEMENT (this “Agreement”), dated as of between NovoCure Limited, a Jersey Isle company (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and (the “Participant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2016 • Novocure LTD • Surgical & medical instruments & apparatus • Jersey
This Indemnification Agreement (this “Agreement”), dated as of March 17, 2016, is made by and between NovoCure Limited, a company organized under the Companies Law (the “Company”), and ______________ (the “Indemnitee”).
NOVOCURE LIMITED AND as Trustee INDENTURE Dated as of November 5, 2020 0% Convertible Senior Notes due 2025NovoCure LTD • November 5th, 2020 • Surgical & medical instruments & apparatus • New York
Article 1Definitions Section 1.01 . Definitions 1 Section 1.02 . References to Interest 13 Article 2Issue, Description, Execution, Registration and Exchange of Notes Section 2.01 . Designation and Amount 13 Section 2.02 . Form of Notes 13 Section 2.03 . Date and Denomination of Notes; No Regular Interest; Payments of Special Interest and Defaulted Amounts 14 Section 2.04 . Execution, Authentication and Delivery of Notes 15 Section 2.05 . Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Depositary 16 Section 2.06 . Mutilated, Destroyed, Lost or Stolen Notes 22 Section 2.07 . Temporary Notes 23 Section 2.08 . Cancellation of Notes Paid, Converted, Etc 24 Section 2.09 . CUSIP Numbers 24 Section 2.10 . Additional Notes; Repurchases 24 Article 3Satisfaction and Discharge Section 3.01 . Satisfaction and Discharge 24 Article 4Particular Covenants of the Company Section 4.01 . Payment of Principal and Special Interest 25 Section 4.02 . Maintenance of Office or Agency 2
December 23, 2011Release Agreement • June 24th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus • New York
FORM OF PERFORMANCE OPTION AGREEMENT FOR ISRAEL NOVOCURE LIMITEDForm of Performance Option Agreement • April 4th, 2018 • Novocure LTD • Surgical & medical instruments & apparatus
AGREEMENT (this “Agreement”), dated as of [____________] between NovoCure Limited, a Jersey Isle company (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and [________________] (the “Participant”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 30th, 2016 • Novocure LTD • Surgical & medical instruments & apparatus • New York
This First Amendment to the Loan and Security Agreement (defined below) (this “Amendment”), dated as of December 23, 2016 (the “Effective Date”), is entered into by and between NOVOCURE LIMITED, a company incorporated under the Companies (Jersey) Law, 1991 (as amended) (“Borrower”) and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP, a Cayman Islands exempted limited partnership (“Lender”).
STOCK OPTION AWARD AGREEMENT Based on the NovoCure Limited (the “Agreement”) This Agreement, dated as of , is entered into between NovoCure Limited, a Jersey Isle company, registered at Le Masurier House, La Rue le Masurier, St. Helier JE2 4YE, Jersey...Stock Option Award Agreement • December 22nd, 2015 • Novocure LTD • Surgical & medical instruments & apparatus
The Company hereby grants to the Participant this stock option (the “Stock Option”) on (the “Grant Date”) based on the NovoCure Limited 2015 Omnibus Incentive Plan, as it may be amended from time to time (the “Plan”) and the NovoCure Limited 2015 Omnibus Incentive Sub-Plan for Switzerland, as it may be amended from time to time (the “Sub-Plan”), to purchase the number of ordinary shares of the Company set forth below (the “Ordinary Shares”). Except as otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan.
Non-Qualified Stock Option Agreement for Employees in Sweden Pursuant to the NovoCure LimitedIncentive Plan • May 2nd, 2019 • NovoCure LTD • Surgical & medical instruments & apparatus • Jersey
AGREEMENT (this “Agreement”), dated as of [GRANT DATE] between NovoCure Limited, a Jersey Isle company (the “Company” and, collectively with its controlled Affiliates, the “ Employer”), and [PARTICPANT NAME] (the “Participant”).
ContractTrial Collaboration and Supply Agreement • May 26th, 2022 • NovoCure LTD • Surgical & medical instruments & apparatus • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • October 14th, 2016 • Novocure LTD • Surgical & medical instruments & apparatus
This Amended and Restated Employment Agreement (this “Agreement”) is entered into in Tel-Aviv, Israel on October 10, 2016 (hereinafter, the “Effective Date”), by and between NovoCure (Israel) Ltd., of Topaz Building, 4th floor, MATAM Center, Sha’ar HaCarmel, P.O.B. 15022, Haifa 31905, a company incorporated under the laws of the State of Israel (the “Company”), and Asaf Danziger (the “Executive”).
TENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 24th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus • New York
This TENTH AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT is made as of June 1, 2015 (this “Agreement”), by and among (1) NovoCure Limited (the “Company”), a company incorporated under the Companies (Jersey) Law, 1991, as amended, (2) each Person listed under the heading “Qualified Shareholders” on Schedule A hereto, (3) each Person listed under the heading “Series A Investors” on Schedule A hereto (collectively, the “Series A Investors”), (4) each Person listed under the heading “Series B Investors” on Schedule A hereto (collectively, the “Series B Investors”), (5) each Person listed under the heading “Series C Investors” on Schedule A hereto (collectively, the “Series C Investors”), (6) each Person listed under the heading “Series D Investors” on Schedule A hereto (collectively, the “Series D Investors”), (7) each Person listed under the heading “Series E Investors” on Schedule A hereto (collectively, the “Series E Investors”), (8) each Person listed under the heading “Series F I
NOVOCURE LIMITED Incentive Stock Option Agreement Pursuant to the NovoCure LimitedIncentive Stock Option Agreement • December 22nd, 2015 • Novocure LTD • Surgical & medical instruments & apparatus • Jersey
AGREEMENT (this “Agreement”), dated as of between NovoCure Limited, a Jersey Isle company (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and (the “Participant”).
ELEVENTH AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENTInvestors Rights Agreement • June 24th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus • New York
Re: Amendment No. 1 to Consulting Services Agreement dated June 24, 2014Novocure LTD • September 21st, 2015 • Surgical & medical instruments & apparatus
This letter (“Amendment”) is to confirm our understanding concerning an amendment to be made with respect to the Consulting Services Agreement dated as of the 24th day of June 2014 (the “Agreement”), between NovoCure Limited (“Company”) and William F. Doyle (“Consultant”). All terms not otherwise defined herein are used as defined in the Agreement.
FIRST ADDENDUM TO LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • February 25th, 2021 • NovoCure LTD • Surgical & medical instruments & apparatus
This Addendum (the "Addendum") to the License and Collaboration Agreement, is made as of June 9, 2020, by and between NOVOCURE LIMITED ("NVCR") and ZAI LAB (SHANGHAI) Co., LTD. ("Zai"). Each of the foregoing, a "Party" and together, the "Parties".
Non-Qualified Stock Option Agreement for Employees in Austria Pursuant to the NovoCure LimitedIncentive Plan • May 2nd, 2019 • NovoCure LTD • Surgical & medical instruments & apparatus • Jersey
AGREEMENT (this “Agreement”), dated as of [GRANT DATE] between NovoCure Limited, a Jersey Isle company (the “Company” and, collectively with its controlled Affiliates, the “ Employer”), and [PARTICPANT NAME] (the “Participant”).
THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 5th, 2017 • Novocure LTD • Surgical & medical instruments & apparatus • New York
This Third Amendment to the Loan and Security Agreement (defined below) (this “Amendment”), dated as of September 27, 2017 (the “Effective Date”), is entered into by and between NOVOCURE LIMITED, a company incorporated under the Companies (Jersey) Law, 1991 (as amended) (“Borrower”) and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP, a Cayman Islands exempted limited partnership (“Lender”).
SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 31st, 2017 • Novocure LTD • Surgical & medical instruments & apparatus • New York
This Second Amendment to the Loan and Security Agreement (defined below) (this “Amendment”), dated as of February 21, 2017 (the “Effective Date”), is entered into by and between NOVOCURE LIMITED, a company incorporated under the Companies (Jersey) Law, 1991 (as amended) (“Borrower”) and BIOPHARMA SECURED INVESTMENTS III HOLDINGS CAYMAN LP, a Cayman Islands exempted limited partnership (“Lender”).
EMPLOYEE AGREEMENTEmployee Agreement • April 29th, 2021 • NovoCure LTD • Surgical & medical instruments & apparatus • New York
The purposes of this letter (this "Agreement") are to amend and restate the terms and conditions of your Prior Agreement (as defined below) and to set forth and acknowledge certain terms of your continued employment with the Novocure Group. Your formal employment relationship will continue to be with Novocure USA LLC, a Delaware limited liability company (the "Company ") and a wholly owned subsidiary of NovoCure Limited, a Jersey (Channel Islands) corporation (the "Parent"). References herein to the "Novocure Group" shall mean and refer to, collectively, the Parent, the Company and their respective direct and indirect subsidiaries and affiliates. Upon the date this Agreement is executed {the "Effective Date "), this Agreement will supersede and replace in its entirety the employment letter agreement between you and the Company, dated as of March 27, 2012 (the "Prior Agreement'').
CONSULTING SERVICES AGREEMENTConsulting Services Agreement • June 24th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus • New York
This CONSULTING SERVICES AGREEMENT is made as of the 24th day of June, 2014, by and between NovoCure Limited, a corporation with a principal place of business at, Le Masurier House, La Rue Le Masurier, St. Helier, JE2 4YE Jersey (the “Company”), and William F. Doyle, with a principal place of business located at c/o WFD Ventures, 1500 Broadway, 29th Floor, New York, NY 10036 (“Consultant”).
Re:Amendment to Employment Agreement dated August 24, 2011Novocure LTD • December 30th, 2016 • Surgical & medical instruments & apparatus
This letter (“Amendment”) is to confirm our understanding concerning an amendment to be made with respect to the Employment Agreement dated as of the 24th day of August 2011 (the “Agreement”), between NovoCure USA Inc. (“Company”) and Gabriel Leung (“Employee”). All terms not otherwise defined herein are used as defined in the Agreement.
EMPLOYMENT AGREEMENTConfidential Treatment Requested • June 24th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus
THIS AGREEMENT (the “Agreement”) is made and entered into as of this 2nd day of June 2002, by and between NovoCure Ltd. of Topaz Building, Sha’ar Ha’carmel, Matam, P.O.B 15022, Haifa, (the “Company”), and Eilon Kirson of XXXXX (the “Employee”).
February 24, 2021 Mr. William F. Doyle c/o Novocure USA LLCNovoCure LTD • February 25th, 2021 • Surgical & medical instruments & apparatus
EMPLOYMENT AGREEMENTEmployment Agreement • June 24th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus • New York
or to such other address as a Party may notify the other pursuant to a notice given in accordance with this Section 8(a). Any notice personally delivered shall be deemed received when given, or if given by facsimile or overnight courier shall be deemed received on the next business day and any notice mailed shall be deemed received on the third business day thereafter.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTAmended And • February 23rd, 2017 • Novocure LTD • Surgical & medical instruments & apparatus
This Amended and Restated Employment Agreement (this “Agreement”) is entered into in Tel-Aviv, Israel on October 10, 2016 (hereinafter, the “Effective Date”), by and between NovoCure (Israel) Ltd., of Topaz Building, 4th floor, MATAM Center, Sha’ar HaCarmel, P.O.B. 15022, Haifa 31905, a company incorporated under the laws of the State of Israel (the “Company”), and Eilon Kirson (the “Employee”).
CONSULTING AGREEMENTConsulting Agreement • June 24th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus
This Consulting Agreement is made and entered into as of this 1st day of May 2002, by and between Palti Consultants Ltd., a private Israeli company, with its principal offices at 51 Ruth St. Haifa Israel (“Consultant”), and Novo Cure Ltd., an Israeli corporation (“Company”).
SETTLEMENT AGREEMENTSettlement Agreement • August 11th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus
This Settlement Agreement (the “Agreement”) is made as of the 10th day of February, 2015 (the “Execution Date”), by and among NovoCure Limited, a company incorporated under the Companies (Jersey) Law, 1991, as amended (“Novocure”), NovoCure (Israel) Ltd., a company incorporated under Israeli law and a wholly-owned subsidiary of Novocure (“NC-IL”), the Technion Research and Development Foundation (“TRDF”), and the Technion – Israel Institute of Technology (the “Technion,” and together with TRDF, the “Technion Parties”). Novocure, NC-IL, TRDF and the Technion are each referred to as “Party” and collectively referred to as the “Parties.”
Form of Incentive Stock Option Agreement Pursuant to the NovoCure Limited2015 Omnibus Incentive Plan • May 12th, 2017 • Novocure LTD • Surgical & medical instruments & apparatus • Jersey
AGREEMENT (this “Agreement”), dated as of [__________] between NovoCure Limited, a Jersey Isle company (the “Company” and, collectively with its controlled Affiliates, the “Employer”), and [__________] (the “Participant”).
STRATEGIC SUPPLIER AGREEMENTStrategic Supplier Agreement • June 24th, 2015 • Novocure LTD • Surgical & medical instruments & apparatus • New York
WHEREAS, as of October 31, 2011, ITT Corporation transferred to Exelis Inc. (“Exelis”) all the assets of ITT Corporation’s Defense & Information Solutions business segment, including its Electronic Systems Division, by virtue of a Distribution Agreement, dated October 25, 2011, between ITT Corporation and Exelis;
