0001144204-08-069912 Sample Contracts

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This Subscription and Registration Rights Agreement (this “Agreement”), dated as of June 22, 2008, is entered into by and between BioCancell Therapeutics Inc., a Delaware corporation (the “Company”), and Clal Biotechnology Industries Ltd. (the “Purchaser”).

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BIOCANCELL THERAPEUTICS INC. GLOBAL SHARE INCENTIVE PLAN (2007) OPTION AGREEMENT FOR OPTIONS GRANTED UNDER SECTION 102(b)(2) OF THE ISRAELI INCOME TAX ORDINANCE TO EMPLOYEES, OFFICERS OR DIRECTORS AS 102 CAPITAL GAINS TRACK OPTIONS
Option Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This Option Agreement (the “Agreement”) includes the Notice of Option Grant attached hereto (the “Notice of Option Grant”). Capitalized terms not defined in this Agreement shall have the meaning ascribed to them in the Plan.

EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the date set forth below, by and between BIOCANCELL THERAPEUTICS, INC., a corporation organized under the laws of the State of Delaware (the “Parent”), BIOCANCELL THERAPEUTICS LTD., a company organized under the laws of the State of Israel and a fully owned subsidiary of the Parent, (the “Company” and together with the Parent, the “Companies”), and Avi Barak, Israel Identity Number 030557953 of Tidhar 11, Ramat Gan, Israel, Fax: 03-5745871, Email: avi.barak@biocancell.com (the “Employee”) to be effective as of March 1, 2006 (the “Commencement Date”).

EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

THIS AMENDED AND RESTATED EXCLUSIVE LICENSE AGREEMENT (the “Agreement”) is made in Jerusalem as of this _ day of November 14, 2005 (the “Effective Date”).

THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE ISRAELI SECURITIES LAW, 5728-1968, AS AMENDED, THE U.S. SECURITIES ACT OF 1933, AS AMENDED OR UNDER ANY APPLICABLE U.S. STATE SECURITIES LAWS...
Biocancell Therapeutics Inc. • December 17th, 2008

THIS IS TO CERTIFY THAT, [_________________] (the “Holder”) is entitled to purchase from the Company up to [__________] fully paid and non-assessable shares of Common Stock of the Company, nominal value US$.0l per share (the “Common Stock”) comprising (i) the Purchased Shares (as such term is defined in the Subscription Agreement to which this Warrant is attached (the “Subscription Agreement”)) and (ii) the number of shares of Common Stock underlying the Convertible Debenture (as such term is defined in the Subscription Agreement), subject to adjustment as set forth herein (the “Warrant Shares”), at an exercise price per Warrant Share equal to US$ [_____] as may be adjusted hereunder (which, for convenience and indication purposes only, was equal to NIS [___] on the relevant date) (the “Exercise Price”), during the period commencing upon the date hereof and terminating upon the lapse of five (5) years following the Closing Date (as such term is defined in the Subscription Agreement) (t

AGREEMENT Between BioCancell Therapeutics Ltd. Beck Science Center, 8 Hartom St. Jerusalem 97775, Israel (Hereinafter: “BioCancell”) And between BCG Oncology P.C. 16620 N 40th St. Suite E Phoenix, Arizona, USA 85032 (Hereinafter: “the Clinical Trial...
Biocancell Therapeutics Inc. • December 17th, 2008

BioCancell and the Clinical Trial Site shall be hereinafter collectively referred to in this Agreement as “Parties”; each one of which also referred to as “Party”.

SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENT
Subscription and Registration Rights Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This Subscription and Registration Rights Agreement (this “Agreement”), dated as of 12 March, 2008, is entered into by and between BioCancell Therapeutics Inc., a Delaware corporation (the “Company”), and Clal Biotechnology Industries Ltd. (the “Purchaser”).

ADDENDUM
Biocancell Therapeutics Inc. • December 17th, 2008

This Addendum is made in Jerusalem as of this 22 day of November, 2005 (the “Effective Date”) and is entered in to by and among Yissum the Research Development Company of the Hebrew University of Jerusalem (hereinafter: “Yissum”) and Biocancell Therapeutic Inc., a company incorporated under the laws of the State of Delaware (hereinafter: “DBTI”) and Biocancell Therapeutics Ltd., a company established under the laws of the State of Israel (hereinafter: “DBTL”) (DBTI and DBTL shall collectively be referred to as the “Company”), for the purposes of amending certain provisions in the Exclusive License Agreement executed by Yissum, DBTI and DBTL on November 14, 2005 (hereinafter: the “License Agreement”), all as set forth hereunder.

COOPERATION AND PROJECT FUNDING AGREEMENT
Cooperation and Project Funding Agreement • December 17th, 2008 • Biocancell Therapeutics Inc. • New York

The ISRAEL-UNITED STATES BINATIONAL INDUSTRIAL RESEARCH AND DEVELOPMENT FOUNDATION, a legal entity created by Agreement between the Government of the State of Israel and the Government of the United States of America (hereinafter referred to as the “Foundation”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the date set forth below, by and between BIOCANCELL THERAPEUTICS LTD., a company organized under the laws of the State of Israel, (the “Company”) and Patricia Ohana, Israel Identity Number 15178999 of Peretz Berenstein 6/14, Jerusalem, Email Address pohana@huji.ac.il (the “Employee”) to be effective as of February 1, 2006 (the “Commencement Date”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This employment agreement (the “Agreement”) is effective as of December , 2005 (the “Effective Date”), by and between BioCancell Therapeutics Ltd., an Israeli company with its principal place of business at Hi-Tech Park, Edmond J. Safra Campus, Givat Ram, P.O. Box 39135, Jerusalem, 91390 and its parent, BioCancell Therapeutics Inc., (collectively the “Company”) and Abraham Hochberg, Ph.D., I.D. No. TZ 9181538, of Beit HaArava 40, Jerusalem 93389 (the “Employee”).

DBT BIOPHARMACEUTICALS, INC. OPTION AGREEMENT FOR OPTIONS GRANTED UNDER SECTION 102(b)(2) OF THE ISRAELI INCOME TAX ORDINANCE TO EMPLOYEES, OFFICERS OR DIRECTORS AS 102 CAPITAL GAINS TRACK OPTIONS
Option Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This Share Option Agreement (the “Agreement”) includes the Notice of Share Option Grant attached hereto as Exhibit A (the “Notice of Share Option Grant”), which is incorporated herein by reference and is made and entered into as of the Date of Grant shown in the Notice of Share Option Grant by and between DBT Biopharmaceuticals, Inc. (the “Company”) and the Participant named in the Notice of Share Option Grant.

AGREEMENT Between BioCancell Therapeutics Ltd. Beck Science Center, 8 Hartom St. Jerusalem 97775, Israel (Hereinafter: “BioCancell”) And between Meir Medical Center Kfar Saba, Israel (Hereinafter: “the Medical Center”)
Biocancell Therapeutics Inc. • December 17th, 2008

BioCancell and the Medical Center shall be hereinafter collectively referred to in this Agreement as “Parties”; each one of which also referred to as “Party”.

MASTER PRODUCT SALE AGREEMENT
Master Product Sale Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This MASTER PRODUCT SALE AGREEMENT (this “Agreement”) is entered into as of September 12, 2008 between BioCancell Therapeutics, Ltd., a corporation organized under the laws of the State of Israel, with a principal business address at Beck Science Center, 8 Hartom Street, Har Hotzvim, Jerusalem 97775 Israel (“CUSTOMER”), and VGXI USA, a business entity registered in the state of Texas, having an address at 2700 Research Forest Drive Suite 180, The Woodlands, Texas 77381, (“VGX”) a DBA of VGX International Inc. at 944-1 Daechi-dong, Kangnam-ku, Seoul, Korea, with reference to the following facts:

IRREVOCABLE VOTING AGREEMENT
Irrevocable Voting Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

This Irrevocable Voting Agreement (this “Agreement”) made as of July 30, 2008, by and among Clal Biotechnology Industries Ltd. (“CBI”) of ______________, Prof. Avraham Hochberg (“Hochberg”) of ________________, Tikero Technologies Ltd. (“Tikero”) of ________________ and Mr. Avi Barak (“Barak”) of ________________ (each a “Party” and collectively, the “Parties”).

CONSULTING AGREEMENT
Consulting Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

THIS CONSULTING AGREEMENT (this “Agreement”) made as of the 15 day of February, 2007, by and between BioCancell Therapeutics Ltd. a company organized under the laws of the State of Israel company number 51-359785-61 (the “Company”) and Moshe Landsberg, Israel Identity Number 50774041 (the “Consultant”).

AMENDMENT TO LICENSE AGREEMENT
License Agreement • December 17th, 2008 • Biocancell Therapeutics Inc.

YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, of Hi Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem 91390 Israel, Fax: +972-2-658 6689; ( “Yissum”); and

AGREEMENT Between BioCancell Therapeutics Ltd. Beck Science Center, 8 Hartom St. Jerusalem 97775, Israel (Hereinafter: “BioCancell”) And between Edith Wolfson Medical Center (Hereinafter: “the Medical Center”)
Biocancell Therapeutics Inc. • December 17th, 2008

BioCancell and the Medical Center shall be hereinafter collectively referred to in this Agreement as “Parties”; each one of which also referred to as “Party”.

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