REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 4, 2012, is by and among Morria Biopharmaceuticals PLC, a public limited company formed under the laws of England and Wales (the “Company”), and each of the undersigned buyers (each, a “Buyer,” and collectively, the “Buyers”).
SECURITY AGREEMENTSecurity Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • New York
This SECURITY AGREEMENT (this “Agreement”), dated as of April 4, 2012, is made by and among the grantors listed on the signature pages hereof (collectively, jointly and severally, the “Grantors” and each, individually, a “Grantor”), and the secured parties listed on the signature pages hereof (collectively, the “Secured Parties” and each, individually, a “Secured Party”).
EXECUTIVE SERVICE AGREEMENT MORRIA BIOPHARMACEUTICALS PLC and Yuval CohenExecutive Service Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations
For the purposes of ERA 1996, the Executive authorises the Company to deduct from his remuneration under this agreement any sums due from him to the Company including, but not limited to, any overpayments of Salary, loans or advances made to him by the Company, any fines incurred by the Executive and paid by the Company, any unauthorised expenses, the cost of repairing any damage or loss to the Company’s property caused by him and any losses suffered by the Company as a result of any negligence or breach of duty by the Executive.
GUARANTYGuaranty • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • New York
This Guaranty (the “Guaranty”) is made this 4th day of April 2012, by such guarantors listed on the signature pages hereof (collectively, jointly and severally, “Guarantors,” and each, individually, a “Guarantor”), in favor of each of the investors listed on the Schedule of Buyers attached to the Securities Purchase Agreement (as defined herein) (each, individually, a “Buyer” and together with their respective successors, assigns, endorsees and transferees, the “Buyers”).
SUBLICENSE AGREEMENTSublicense Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations
This SUBLICENSE AGREEMENT ("Agreement") is effective as of February 1, 2005 (the "Effective Date"), by and between Morria Biopharmaceuticals Inc. ("Licensor") and Morria Biopharmaceuticals Plc. ("Licensee").
Re: Fourth Extension of Agreement for rendering of ServicesMorria Biopharmaceuticals PLC • August 8th, 2012 • Pharmaceutical preparations
We do hereby refer to the Agreement for the Rendering of Services dated as of June 20, 2005 (the "Service Agreement") and the extension thereto dated as of June, 20 2006 ("Extension of Agreement for Rendering of Services") and the second extension thereto dated as of December 19, 2006 ("Second Extension of Agreement for Rendering of Services ")and the third extension thereto dated as of June 17, 2007 (collectively, the "Extended Service Agreements") and the License Agreement dated November 27th, 2002 (the "License Agreement") all executed by and between Yissum Research Development Company of the Hebrew University of Jerusalem ("Yissum") and Morria Biopharmaceuticals, Inc. (the "Company").
Re: Extension of Agreement for rendering of ServicesMorria Biopharmaceuticals PLC • August 8th, 2012 • Pharmaceutical preparations
We do hereby refer to the Agreement for the Rendering of Services dated as of June 20, 2005 ("Service Agreement") and the License Agreement dated November 27, 2002, (the "License Agreement") by and between Yissum Research Development Company 0f the Hebrew University of Jerusalem ('Yissum") and Morria Biopharmaceuticals ("the Company'').
Amendment to Sublicense AgreementAmendment to Sublicense Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • New York
This amendment (this “Amendment”) to that certain Sublicense Agreement (“Sublicense Agreement”), dated February 1, 2005, by and between Morria Biopharmaceutical, Inc. (“Licensor”) and Morria Biopharmaceuticals PLC (“Licensee”) is effective as of April 4, 2012 (the “Effective Date”).
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations
WHEREAS, YISSUM is the owner of certain rights, title and interest in and to the Licensed Technology (as later defined herein);
Amendment No. 1Morria Biopharmaceuticals PLC • August 8th, 2012 • Pharmaceutical preparations
This Amendment No. 1 is made to the Executive Service Agreement dated June 28, 2007 between Morria Biopharmaceuticals PLC and Joseph V. Bondi (the “ESA”). Capitalized terms used herein without definition shall have the meanings assigned thereto in the ESA.
June 28, 2007Service Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations
ContractMorria Biopharmaceuticals PLC • August 8th, 2012 • Pharmaceutical preparations
Yissum Research Development Company of the Hebrew University of Jerusalem HI Tech Park, Edmond J. Safra Campus Givat Ram, PO Box 3S13S Jerusalem 91390, Israel
ASSIGNMENT AND ASSUMPTION OF EXCLUSIVE LICENSE AGREEMENT April 4, 2012Assignment and Assumption • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations
This assignment (“Assignment”) by Morria to Iroquois (or its affiliate) is made pursuant to Section 14.1 of the License Agreement (which, for the avoidance of doubt, is under the heading “Section 13. Miscellaneous”). Yissum’s Consent to Sublicense or Assignment of the Exclusive License Agreement is hereto attached as Exhibit A (“Yissum Consent”). The Yissum Consent provides that, following an Event of Default (as defined in the Note), including the lapse of all applicable grace periods in respect of such Event of Default, and action by Iroquois to enforce its lien pursuant to the Security Agreement (as defined herein), Morria may assign the License Agreement to the Iroquois or its affiliate.
May 2011Executive Service Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations
Morria Biopharmaceuticals PLC Company and Iroquois Master Fund Ltd. and Alpha Capital Anstalt Secured Parties Security AgreementSecurity Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • England and Wales
CONSULTING AGREEMENTConsulting Agreement • August 8th, 2012 • Morria Biopharmaceuticals PLC • Pharmaceutical preparations • England and Wales
THIS CONSULTING AGREEMENT (hereinafter "Agreement") is made on February 21st, 2005 (hereinafter "Effective Date") by and between Morria Biopharmaceuticals Plc., a corporation organized and existing under the laws of the United Kingdom with offices at 53 Davies street, Mayfair, London W1K5JH (hereinafter “Company”) and Prof. Saul Yedgar, Israeli ID No. 004517785 residing at 1 Taib Street, Jerusalem (hereinafter “Consultant”).
