AYALA PHARMACEUTICALS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • May 4th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 20[20] between Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2021 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of February 19, 2021 by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and the Investors identified on Exhibit A attached hereto (each an “Investor” and collectively, the “Investors”).
OPEN MARKET SALE AGREEMENT SMOpen Market Sale Agreement • June 4th, 2021 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Board of Directors or committees, the Company has provided Davis Polk & Wardwell LLP and Latham & Watkins LLP with originals or true, correct and complete copies of draft minutes or written agendas relating thereto, which drafts and agendas, if any, reflect all material events that occurred in connection with such proceedings. There have been no material changes, additions or alterations in said minute books, records and other documents that have not been disclosed to Davis Polk & Wardwell LLP or Latham & Watkins LLP in writing.
Ayala Pharmaceuticals, Inc. Common Stock Underwriting AgreementUnderwriting Agreement • March 6th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This letter agreement is being delivered to you in connection with the proposed underwriting agreement (the “Underwriting Agreement”), among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each of you as representatives (the “Representatives”) of a group of Underwriters named therein, relating to an underwritten public offering of Common Stock, $0.01 par value (the “Common Stock”), of the Company (the “Offering”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • October 19th, 2022 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 18, 2022, by and among Advaxis, Inc., a Delaware corporation (“Parent”); and Israel Biotech Fund I, L.P., a Cayman Islands Exempted Limited Partnership (“Stockholder”).
AYALA PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 6th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 19, 2018, by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANTAyala Pharmaceuticals, Inc. • February 22nd, 2021 • Biological products, (no disgnostic substances) • New York
Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), for value received, hereby certifies that [•], or its registered assigns (the “Registered Holder”), is entitled, subject to the terms and conditions set forth below, to purchase from the Company, at any time or from time to time on or after the date of issuance and on or before 5:00 p.m. (New York City time) on February [•], 2031, [•] shares of Common Stock, $0.01 par value per share, of the Company (“Common Stock”), at a purchase price of $0.01 per share. The shares purchasable upon exercise of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the “Warrant Shares” and the “Purchase Price,” respectively. This Warrant is one of the Warrants issued pursuant to that certain Securities Purchase Agreement, dated as of February 19, 2021, by and among the Company and each of the investors party thereto (the “Purchase A
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 24, 2019 (the “Effective Date”) is by and between Ayala Pharmaceuticals, Inc. (the “Company”), and Gary Gordon (the “Employee”) (individually, each a “Party” and collectively, the “Parties”).
AGREEMENT AND PLAN OF MERGER among ADVAXIS, INC., AYALA PHARMACEUTICALS, INC. and DOE MERGER SUB, INC. Dated as of October 18, 2022Agreement and Plan of Merger • October 19th, 2022 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated as of October 18, 2022, among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), Advaxis, Inc., a Delaware corporation (“Parent”), and Doe Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
This is a translation into English of the final Hebrew version of the Lease Agreement. In the event of a conflict between the English and Hebrew texts, the Hebrew text shall prevail. Lease Agreement Made and executed in Tel Aviv on the 24th day of...Ayala Pharmaceuticals, Inc. • March 6th, 2020 • Biological products, (no disgnostic substances)
EVALUATION, OPTION AND LICENSE AGREEMENTOption and License Agreement • March 6th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
ContractLicense Agreement • May 4th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
This Employment Agreement (this “Agreement”) is entered into effective as of March 15, 2019, by and between Ayala-Oncology Israel Ltd., an Israeli company P.C. No. 51-574869-7 (the “Company”), and Yossi Maimon, Israeli I.D. No. 024821233 (the “Employee”).
Ayala-Oncology Israel Ltd.Merger Agreement • October 19th, 2022 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
Reference is made to that certain Agreement and Plan of Merger among Advaxis, Inc. (“Advaxis”), Ayala Pharmaceuticals, Inc. (“Ayala”) and Doe Merger Sub, Inc., dated as of even date herewith (the “Merger Agreement”) and to that certain Employment Agreement between you and Ayala-Oncology Israel Ltd. (the “Company”) dated as of January 1, 2020 (the “Employment Agreement”).
AYALA PHARMACEUTICALS, INC. [●] Shares of Common Stock [●] Pre-Funded Warrants [●] Warrants UNDERWRITING AGREEMENTUnderwriting Agreement • July 18th, 2022 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Ayala Pharmaceuticals, Inc., a Delaware corporation (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 (i) [●] shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), (ii) pre-funded warrants to purchase up to [●] shares of Common Stock at an exercise price of $0.01 per share, in the form attached hereto as Exhibit A (the “Pre-Funded Warrants”), and (iii) warrants to purchase up to [●] shares of Common Stock, in the form attached hereto as Exhibit B (the “Common Warrants” and, together with the Pre-Funded Warrants, the “Warrants”). The respective amounts of the Shares, Pre-Funded Warrants and Common Warrants to be purchased by each of the several Underwriters are set forth opposite their names on Sche
EMPLOYMENT AGREEMENTEmployment Agreement • March 6th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the Effective Date, by and between Ayala Oncology Israel Ltd., a company organized under the laws of the State of Israel, P.C. No. 51-574869-7 (the “Company”) and Employee.
AYALA PHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 4th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of December 19, 2018, by and among Ayala Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and each investor listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor, and each of the stockholders listed on Schedule B hereto, each of whom is referred to herein as a “Key Holder”, and any Additional Purchaser (as defined in the Purchase Agreement) that becomes a party to this Agreement in accordance with Section 6.9 hereof.
Ayala Pharmaceuticals, Inc..Merger Agreement • October 19th, 2022 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances)
Reference is made to that certain Agreement and Plan of Merger among Advaxis, Inc. (“Advaxis”), Ayala Pharmaceuticals, Inc. (the “Company”) and Doe Merger Sub, Inc., dated as of even date herewith(the “Merger Agreement”) and to that certain Employment Agreement between you and the Company dated as of July 24, 2019 (as amended, the “Employment Agreement”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 4th, 2020 • Ayala Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”), dated as of July 24, 2019 (the “Effective Date”) is by and between Ayala Pharmaceuticals, Inc. (the “Company”), and Gary Gordon (the “Employee”) (individually, each a “Party” and collectively, the “Parties”).
