Confidential Treatment Requested. Confidential portions of this document have been redacted and separately filed with the Commission. THIRD EXTENSION AGREEMENT Between YEDA RESEARCH AND DEVELOPMENT CO. LTD. of P.O. Box 95, Rehovot 76100, Israel...
Confidential
Treatment Requested. Confidential portions of this document have been redacted
and separately filed with the Commission.
Between
YEDA
RESEARCH AND DEVELOPMENT CO. LTD.
of
▇.▇.
▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇
(hereinafter
“Yeda”)
and
(hereinafter
“the Company”)
| WHEREAS |
Yeda
and the Company have entered into a Research and Licence Agreement
dated
April 7, 1993 (hereinafter “the Main Agreement”) which was extended in an
Amendment of the Research and Licence Agreement on August 31, 1995
(hereinafter “the Amendment Agreement”) and in the Second Extension
Agreement on August 12, 1996 (“the Second Extension Agreement”);
and
|
| WHEREAS |
Yeda
and the Company desire to further extend the Research Period and
agree to
the 1998 Budget and the 1998 Research Plan (as these terms are
hereinafter
defined) for said period;
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NOW
THEREFORE IT IS AGREED BY THE PARTIES HERETO AS FOLLOWS:
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1,
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Appendices
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The
Appendix listed below which is attached hereto shall constitute
an
integral part hereof:
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Appendix
1 - the 1998 Research Programme and Budget
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2.
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Definitions
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2.1.
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“Yeda”
shall mean Yeda Research and Development Co. Ltd. of ▇.▇. ▇▇▇ ▇▇,
▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇.
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2.2.
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“The
Company” shall mean XTL Biopharmaceuticals Ltd., of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇.
▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇.
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2.3.
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“The
Main Agreement” shall mean the Research and Licence Agreement between Yeda
and the Company, dated April 7,
1993.
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2.4.
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“The
Amendment Agreement” shall mean the Amendment of Research and Licence
Agreement dated August 31, 1995.
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2.5.
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“The
Second Extension Agreement” shall mean the agreement extending the
Research Period untill August 31,
1997.
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2.6.
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“The
1998 Research” shall mean the Research contemplated under the 1998
Research Programme. The term “Research” in the Main Agreement shall be
deemed to include the 1998 Research and the Research performed
under the
Amendment Agreement and the Second Extension Agreement.
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2.7.
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“The
1998 Research Programme” shall mean the research programme attached hereto
as Appendix 1.
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2.8.
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“The
1998 Research Period” shall mean the period commencing on September 1,
1997 and ending on August 31, 1998.
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2.9.
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“The
1998 Budget” shall mean the Budget for the Research as set forth in
Appendix 1 attached hereto.
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3.
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This
Third Extension Agreement shall be read together with the Second
Extension
Agreement , the Amendment Agreement and the Main Agreement and
subject to
the amendments and modifications contained herein, the provisions
of said
Second Extension Agreement, Amendment Agreement and Main Agreement
shall
remain unaltered and in full force and effect. Any words and phrases
included in this Third Extension Agreement which are defined in
the Main
Agreement or the Amendment Agreement, shall (unless the context
otherwise
requires) have the same meaning attributed to such words or phrases
in the
Main Agreement.
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4.
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Performance
of the 1998 Research
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In
consideration of the sums to be paid by the Company pursuant to
Paragraph
5 below and subject to the execution of such payments, Yeda undertakes
to
procure the performance at the Institute of the 1998 Research in
accordance with the 1998 Research Programme in whole or in part
at the
discretion of and under the supervision of the Scientist during
the 1998
Research Period.
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5.
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Funding
of the 1998 Research
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*****
Confidential material redacted and filed separately with the
Commission.
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The
Company shall provide Yeda with the total amount of US$ ***** United
States Dollars to be used for financing the performance of the
1998
Research under Paragraph 3 above.
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The
funds shall be paid in *****, one payable in advance on November
15, 1997
and the other on March 1, 1998.
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IN
WITNESS WHEREOF OF the parties have caused their respective representatives
to
execute this Agreement in two (2) counterparts, each of which shall be deemed
as
original.
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__________________________
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_____________________________
for
YEDA RESEARCH AND DEVELOPMENT CO. LTD.
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By: ________________________
Title: _______________________
Date: ______________________
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By: ________________________
Title: _______________________
Date:
______________________
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I
hereby
confirm that I have read the above Agreement and I agree to act, to the best
of
my ability, in accordance with the terms and conditions of this Agreement
insofar as it relates to me.
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_________________________
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__________________________
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| ***** |
Date:
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*****
Confidential material redacted and filed separately with the
Commission.
Appendix
1
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*****
| 1. |
*****
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a.
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*****
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b.
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*****
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c.
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*****
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2.
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*****
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*****
*****
*****
*****
*****
Note
that
confidential
treatment has been requested and one (1) page of material from this Appendix
1
has been omitted and filed separately with the Commission.