FORM OF ORDINARY SHARE PURCHASE WARRANTSol-Gel Technologies Ltd. • January 31st, 2023 • Pharmaceutical preparations
THIS ORDINARY SHARE PURCHASE WARRANT (the “Warrant”) certifies that, for value received, 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 Initial Exercise Date and on or prior to 5:00 p.m. (New York City time) on (the “Termination Date”) but not thereafter, to subscribe for and purchase from Sol-Gel Technologies Ltd., a public company limited by shares under the laws of the State of Israel (the “Company”), up to Ordinary Shares, par value NIS 0.1 per share (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).
OPEN MARKET SALE AGREEMENTSMOpen Market Sale • April 19th, 2022 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
Sol-Gel Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), ordinary shares of the Company, par value NIS 0.1 per share (the “Ordinary Shares”), on the terms set forth in this agreement (this “Agreement”).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • January 31st, 2023 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 27, 2023, between Sol-Gel Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
Sol-Gel Technologies Ltd. [●] Ordinary Shares (Par Value NIS 0.1 Per Share) UNDERWRITING AGREEMENTSol-Gel Technologies Ltd. • January 23rd, 2018 • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 13th, 2024 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
AGREEMENT dated as of March 30, 2023 (this “Agreement”) among Sol-Gel Technologies Ltd., a company incorporated under the laws of the Israel (the “Company”), and M. Arkin Dermatology Ltd.
Sol-Gel Technologies Ltd. 1,250,000 Ordinary Shares (Par Value NIS 0.1 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 8th, 2019 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
Introductory. Sol-Gel Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 1,250,000 ordinary shares of the Company, par value NIS 0.1 per share (the “Ordinary Shares”). The 1,250,000 Ordinary Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 187,500 Ordinary Shares as provided in Section 2. The additional 187,500 Ordinary Shares to be sold pursuant to such option are called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”) has agreed to act as representative of the several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Offered Shares. To
CERTAIN IDENTIFIED INFORMATION MARKED [***] HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.License Agreement • March 13th, 2024 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 5, 2023 (“Effective Date”) between Sol-Gel Technologies Ltd., with a principal place of business at 7 Golda Meir St. Ness Ziona Israel (“Sol-Gel”), and Searchlight Pharma Inc., with a principal place of business at 1600 Notre-Dame Street West, Suite 312, Montreal, Quebec, H3J 1M1, Canada (“SLP”). Sol-Gel and SLP may be referred to herein individually as a “Party” and collectively as the “Parties”.
Informal English Translation] Tenancy Agreement Made and executed in Jerusalem this 30th day of January 2017 Between: Ms. Rachel Zacks Identity No. 29581 Dr. Moshe Eliash Advocate Identity No. 1940998 (jointly and severally) (hereinafter – “the Landlord”)Tenancy Agreement • August 29th, 2017 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
WHEREAS: by a tenancy agreement signed between the parties on October 10, 2007, (hereinafter called: “the Tenancy Agreement”) the Tenant took a tenancy of the Premises as defined in the Agreement; and
DEVELOPMENT, MANUFACTURING AND COMMERCIALIZATION AGREEMENTDevelopment, Manufacturing And • September 20th, 2017 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
This Development, Manufacturing and Commercialization Agreement (the “Agreement”) is entered into as of April 27, 2015 (the “Effective Date”) between Perrigo UK Finco Limited Partnership, a United Kingdom limited partnership (“Perrigo UK”), and Sol-Gel Technologies Ltd., a limited liability company incorporated in Israel (“Sol-Gel”). Perrigo UK and Sol-Gel are sometimes each referred to as a “Party” and collectively as the “Parties.”
Informal English Translation] Tenancy Agreement Made and executed in Jerusalem this 29th day of September 2014 Between: Ms. Rachel Zacks Identity No. 29581 Dr. Moshe Eliash Advocate Identity No. 1940998 (jointly and severally) (hereinafter – “the...Tenancy Agreement • August 29th, 2017 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
WHEREAS by a tenancy agreement signed between the parties on October 10, 2007, (hereinafter called: “the Tenancy Agreement”) the Tenant took a tenancy of the Premises as defined in the Agreement; and
Informal English Translation] Unprotected Tenancy Contract Made and executed this 10th day of October 2007Sol-Gel Technologies Ltd. • August 29th, 2017 • Pharmaceutical preparations
WHEREAS the Landlord declares and confirms that he is the registered owner of an area of 5924 square meters out of Parcel 18 in Block 3850 in Ness Ziona, (hereinafter: “the Land”); and
SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2023 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
This Subscription Agreement (this “Subscription”) is dated as of January 27, 2023, by and between Sol-Gel Technologies Ltd., a company limited by shares organized under the laws of the State of Israel (the “Company”), and M. Arkin Dermatology Ltd., an Israeli company (the “Investor”).
Informal English Translation] Memorandum of Agreement Made and executed in Jerusalem this 20th day of September 2016Memorandum of Agreement • August 29th, 2017 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
WHEREAS: The parties wish to modify the particulars of the New Additional Areas (as defined in the Addendum) and in consequence the details of the payments described in the Addendum fall to be modified.
LICENSE AGREEMENT BY AND BETWEEN GALDERMA HOLDING SA AND SOL-GEL TECHNOLOGIES LTD.License Agreement • April 4th, 2022 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 21, 2021 (“Effective Date”) between Sol-Gel Technologies Ltd., with a principal place of business at 7 Golda Meir St., Ness Ziona 7403620, Israel (“Sol-Gel”), and Galderma Holding SA, with a principal place of business at Rue d'Entre-deux-Villes 10, 1814 La Tour-de-Peilz, Switzerland (“Galderma”). Sol-Gel and Galderma may be referred to herein individually as a “Party” and collectively as the “Parties.”
Contract Manufacturing AgreementSol-Gel Technologies Ltd. • April 4th, 2022 • Pharmaceutical preparations • New York
Customer Galderma, or following any termination of this Agreement by Galderma pursuant to clause 16 (Termination), Sol-Gel or its designated Affiliate or licensee, in accordance with clause 16.5 (Effect of Termination as to Galderma).
TERMINATION AGREEMENT ([***])Termination Agreement • April 4th, 2022 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
This Termination Agreement ("Agreement") is entered into as of November 3, 2021 ("Effective Date"), between Padagis Israel Pharmaceuticals Ltd, a limited liability company organized in Israel ("Padagis"), and Sol-Gel Technologies Ltd., a limited liability company organized in Israel ("Sol-Gel"). Padagis and Sol-Gel are individually referred to as a "Party" and collectively referred to as the "Parties. "
ASSIGNMENTSol-Gel Technologies Ltd. • August 29th, 2017 • Pharmaceutical preparations
WHEREAS: MEDICIS PHARMACEUTICAL CORPORATION, a corporation organized under the laws of Delaware (hereinafter ASSIGNOR), is an owner of certain patent rights pursuant to that certain Development and License Agreement between ASSIGNOR and ASSIGNEE (defined below), dated October 9, 2011 (hereinafter AGREEMENT); and
This will confirm the landlords’ agreement to lease to you commencing September 1, 2018, six uncovered parking spaces. The lease term runs concurrently with the remaining lease term according to your head-lease. The rent is NIS 300.00 per month for...Sol-Gel Technologies Ltd. • March 21st, 2019 • Pharmaceutical preparations
The rent for one month will be paid upon your agreement to the foregoing. Thereafter, the rent will be paid trimonthly in advance together with the payment of the rent according to the head-lease.
AMENDMENT TO DEVELOPMENT, MANUFACTURING AND COMMERCIALIZATION AGREEMENTDevelopment, Manufacturing and Commercialization Agreement • September 6th, 2017 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
This is an Amendment to the Development, Manufacturing and Commercialization Agreement (the “Agreement”) dated April 27, 2015, between Perrigo UK Finco Limited Partnership, a United Kingdom limited partnership (“Perrigo UK”), and Sol-Gel Technologies Ltd., a limited liability company incorporated in Israel (“Sol-Gel”). Perrigo UK and Sol-Gel may hereafter be referred to collectively as the “Parties” and individually as a “Party.” The Effective Date of this Amendment is October 26, 2015 (the “Effective Date”).
CERTAIN IDENTIFIED INFORMATION MARKED [***] HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.Asset Purchase Agreement • March 10th, 2023 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • Delaware
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of January 23, 2023 (the “Agreement Date”), by and between Sol-Gel Technologies Ltd., a company organized under the laws of the State of Israel (“Purchaser”), and PellePharm, Inc., a Delaware corporation (“Seller”).
Asset Transfer AgreementAsset Transfer Agreement • January 30th, 2018 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
Whereas, in July, 2013, M. Arkin (1999) Ltd. entered into an agreement with Perrigo UK Finco Limited Partnership for the execution of a project for the development and manufacturing of a product, as detailed in that agreement (hereinafter: “the Asset”); and
Informal English Translation] Second Addendum to the Tenancy Agreement of 10.10.2007 Made and executed in Jerusalem this 30th day of March 2016 Between: Ms. Rachel Zacks Identity No. 29581 Dr. Moshe Eliash Identity No. 1940998 (jointly and severally)...Sol-Gel Technologies Ltd. • April 3rd, 2017 • Pharmaceutical preparations
WHEREAS by a tenancy agreement signed between the parties on 10th October, 2007, (hereinafter called: “the Tenancy Agreement”) the Tenant took a tenancy of an area constituting the entire fifth floor in the building situated at Parcel 18 of Block 3850 in Ness Ziona (“the Building”) as well as 43 covered parking places in the underground car park of the building (the area and the parking places being together called: “the Original Premises”); and
Memorandum of Agreement Made and executed this 25th day of September 2017Memorandum of Agreement • March 21st, 2019 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
Sol-Gel Technologies Ltd. 2,091,907 Ordinary Shares (Par Value NIS 0.1 Per Share) 2,091,907 Warrants, each to Purchase 0.8 of an Ordinary Share UNDERWRITING AGREEMENTWarrant Agreement • February 14th, 2020 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
If at any time from and after August 19, 2021, the simple average of the daily VWAP of the Company's Ordinary Shares on the Nasdaq Global Market (or other national stock exchange or market on which the Ordinary Shares are then listed or quoted) equals or exceeds $21.00 per share (which amount may be adjusted for certain capital events, such as stock splits, as described herein) for twenty (20) consecutive Trading Days (the "Mandatory Exercise Measuring Period"), then the Company shall have the right to require the Holder to exercise all or any portion of this Warrant still unexercised for a cash exercise, as designated in the Mandatory Exercise Notice on the Mandatory Exercise Date (each as defined below) into fully paid, validly issued and nonassessable Ordinary Shares in accordance with Section 2 of the Warrant Agreement at the Exercise Price as of the Mandatory Exercise Date (as defined below) (a "Mandatory Exercise"). The Company may exercise its right to require exercise by delive
ASSIGNMENTSol-Gel Technologies Ltd. • June 6th, 2017 • Pharmaceutical preparations
WHEREAS: MEDICIS PHARMACEUTICAL CORPORATION, a corporation organized under the laws of Delaware (hereinafter ASSIGNOR), is an owner of certain patent rights pursuant to that certain Development and License Agreement between ASSIGNOR and ASSIGNEE (defined below), dated October 9, 2011 (hereinafter AGREEMENT); and
TERMINATION AGREEMENTTermination Agreement • April 4th, 2022 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations • New York
This Termination Agreement ("Agreement") is entered into as of November 3, 2021 ("Effective Date"), between Padagis Israel Pharmaceuticals Ltd, a limited liability company organized in Israel ("Padagis"), and Sol-Gel Technologies Ltd., a limited liability company organized in Israel ("Sol-Gel"). Padagis and Sol-Gel are individually referred to as a "Party" and collectively referred to as the "Parties. "
FREE TRANSLATION TO ENGLISH OF AN ORIGINAL HEBREW DOCUMENT] Project Transfer Agreement Entered and Executed on December 31, 2015 By and between (“Arkin”)Project Transfer Agreement • September 28th, 2016 • Sol-Gel Technologies Ltd. • Pharmaceutical preparations
WHEREAS Arkin entered into an agreement with Perrigo Israel Pharmaceuticals Ltd., dated January 23, 2012, for the performance of a project for research, development and manufacturing in connection with certain products, known as combination project E-06, as detailed in such agreement (the “Project”);
Dr. Moshe EliashSol-Gel Technologies Ltd. • March 21st, 2019 • Pharmaceutical preparations
Informal English Translation] Second Addendum to the Tenancy Agreement of 10.10.2007 Made and executed in Jerusalem this 30th day of March 2016 Between: Ms. Rachel Zacks Identity No. 29581 Dr. Moshe Eliash Identity No. 1940998 (jointly and severally)...Sol-Gel Technologies Ltd. • August 29th, 2017 • Pharmaceutical preparations
WHEREAS by a tenancy agreement signed between the parties on 10th October, 2007, (hereinafter called: “the Tenancy Agreement”) the Tenant took a tenancy of an area constituting the entire fifth floor in the building situated at Parcel 18 of Block 3850 in Ness Ziona (“the Building”) as well as 43 covered parking places in the underground car park of the building (the area and the parking places being together called: “the Original Premises”); and
