DENALI CONCRETE MANAGEMENT, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 21, 2011 by and between Denali Concrete Management, Inc., a Nevada corporation (the “Company”) and Can-Fite Biopharma Ltd. (“Can-Fite”).
NATIONAL INSTITUTES OF HEALTH SECOND AMENDMENT TO L-249-2001/0Second Amendment • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This is the second amendment (“Second Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) or within the Department of Health and Human Services (“HHS”), and Can-Fite BioPharma, Ltd. having an effective date of January 29, 2003 and having NIH Reference Number L-249-2000/0, as amended by the first amendment to the agreement, having an effective date of August 15,2005, and having NIH reference Number L-249-2000/1 (“First Amendment”) (hereinafter collectively referred to as the “Agreement”). This Second Amendment, having NIH Reference Number L-249-2001/2, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Can-Fite BioPharma, Ltd. (“Can-Fite”), having an office at 10 Bareket Street, Kiryat Matalon, P.O.Box 7537, Petach Tikva 49170, Israel, the (“Licensee”). This second Amendment includes, in addition to the amendments made below, 1) a S
CONSULTING AGREEMENTConsulting Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
CONSULTING AGREEMENT (the “Agreement”), dated as of September 27, 2005, by and between CAN-FITE BIOPHARMA LTD., an Israeli Company, whose address is 10 Bareket Street, Petach Tikva, Israel (the “Company”), and BioStrategics Consulting Ltd through its President, Dr. Michael H. Silverman, whose place of business is 9 Elizabeth Road, Marblehead, MA, USA (the “CONSULTANT”).
STRICTLY PRIVATE AND CONFIDENTIAL AGREEMENTStrictly Private and Confidential • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Agreement (“Agreement”) is entered into and signed as of November 21, 2011, by and between Can-Fite Biopharma Ltd., an Israeli corporation, of 10 Bareket Street, Petach Tikva, Israel (“Can-Fite”), for the first part; and Denali Concrete Management, Inc., a Nevada corporation, of 123 W. Nye Lane, Suite 129 Carson City, NV 89706 (“Denali”), for the second part. Can-Fite and Denali may be referred to herein individually as a “Party” or collectively as the “Parties”.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This Memorandum of Understanding is entered into on January 19, 2010 between Can-Fite Bio-Pharma Ltd., a biopharmaceutical company incorporated in Israel with principal place of business at 10 Bareket Street, Petach Tikva, Israel (hereinafter referred to as “Can-Fite”), and Morningside Asia Venture (HK) Limited, a company incorporated in Hong Kong, whose registered office is situated at 22/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (“Morningside”).
REPRESENTATIVE AGREEMENTNon Disclosure Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) entered into on the 22nd day of September, 2006 by and between Can-Fite BioPharma, Ltd., having its principal place of business at 10 Bareket St. Petach Tikva, Israel (the “Company”), and Fuji Techno Interface Ltd., a company organized under the laws of the State of Japan, having its principal place of business at Kioicho Hills lF, 3-32 Kioicho Chiyoda –ku, Tokyo 102-0094, Japan (the “Representative”).
LICENSE AGREEMENTLicense Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”), dated as of December 14, 2008 (the “Effective Date”), is made by and between Kwang Dong Pharmaceutical Co., Ltd. of Seoul, Korea (herein: “KDP”) and Can-Fite Biopharma, Ltd of Petach-Tikva, Israel (herein: “Can-Fite”). KDP and Can-Fite may be referred to herein individually as a “Party” and jointly as the “Parties.”
Master Services Agreement Accellient Partners LLCMaster Services Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • Massachusetts
Effective 10 May 2010 (the "Effective Date"), Accellient Partners, LLC, (“ACCELLIENT PARTNERS”) located at 1000 Winter St., Suite 2000, Waltham, MA 02451 and Canfite BioPharma Ltd. (“CLIENT”) located at 10 Bareket Street, Petach-Tivka, 49170, Israel, seek to enter into an agreement whereby ACCELLIENT PARTNERS shall provide consulting and project management services to CLIENT.
LICENCE AGREEMENTLicence Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
PUBLIC HEALTH SERVICE FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT - L-249-2001/0 AMENDMENT L-249-2001/1Can-Fite BioPharma Ltd. • May 10th, 2013 • Pharmaceutical preparations
This Amendment, L-249-2001/1, (“First Amendment”) of the Exclusive Patent License L-249-2001/0 (“Agreement”) is made between the National Institutes of Health (“NTH”), the Centers for Disease Control and Prevention (“CDC”), or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as (“PHS”), agencies of the United States Public Health Service within the Department of Health and Human Services (“DHHS”) through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A. and Can-Fite BioPharma, Ltd. having offices at the address indicated on the Signature Page, hereinafter referred to as “Licensee”.
COMMON STOCK PURCHASE WARRANT DENALI CONCRETE MANAGEMENT, INC. (A NEVADA CORPORATION)Can-Fite BioPharma Ltd. • May 10th, 2013 • Pharmaceutical preparations
This certifies that for value received, CANFITE BIOPHARMA LTD. or registered assigns (the “Registered Owner”), is the owner of one million two hundred and seventy-six thousand, three hundred and sixteen (1,267,316) common stock purchase warrants (the “Warrants”), each of which Warrants entitles the Registered Owner to purchase at any time from such time as the share capital of Denali Concrete Management, Inc., a Nevada corporation (the “Company”) is increased to not less than 100,000,000 registered shares and until 5:00 P.M. EST Time on November 20, 2016, (the “Exercise Period”) one fully paid and non-assessable share of common stock, par value $0.001 per share (the “Common Stock”), of the Company, upon payment of one United States Dollar and seventy-two cents ($1. 72) per share (the “Exercise Price”); provided, however, that the number of shares of the Common Stock purchasable upon exercise of each Warrant may be increased or reduced and the Exercise Price adjusted in the event of cer
ADDENDUM TO LICENSE AGREEMENTAddendum to License Agreement • May 10th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This Addendum to License Agreement (this “Addendum”), dated as of Dec. 11, 2006 (the “Effective Date”), is made by and between Can-Fite BioPharma, Ltd., having its principal place of business at 10 Bareket St. Petach Tikva, Israel (“Can-Fite”), and Seikagaku Corporation, having its principal place of business 6-1, Marunouchi 1-chome, Chiyoda-ku, Tokyo 100-0005, Japan (“SKK”). Can-Fite and SKK may be referred to herein individually as a “Party” and collectively as the “Parties.”
