Xxxxx and Dx. Xxxx Xxxxxxxxx for their role involved in the on-going clinical trials and all activities need to be conducted in order to launch CF101 to the market for the ophthalmic indications. CanFite and the Company may, from time to time, mutually agree in writing to add or amend the Services provided hereunder. Schedule B
Xxxxx and Dx. Xxxx Xxxxxxxxx for their role involved in the on-going clinical trials and all activities need to be conducted in order to launch CF 101 to the market for the ophthalmic indications (the “Service Agreement”). The terms of the Service Agreement shall set out that Can-Fxxx shall invoice Denali for such services to be provided by Can-Fxxx at a rate of cost of such services + 15% (not including VAT, if applicable), and shall “pass through” any direct payments for intellectual property maintenance made to third parties. Furthermore, the Service Agreement shall include additional compensation for the services being performed under the Service Agreement in the form of a royalty to be paid to Can-Fxxx from any and all proceeds received by the Sub, Denali or any of its affiliates in relation to CF 101 in the Field, of 2.5% of any such proceeds (the “Royalty”). In addition, the Service Agreement shall contain customary provisions as typically set out in similar agreements. Denali will undertake to be obligated to all current ongoing ophthalmic clinical trials’ agreements signed by Can Fxxx, and will pay all payments according to those agreements from the date of the Closing onwards. Denali shall also undertake to pay all other costs related to the ophthalmic indications such as IP maintenance, regulatory activities etc. Can-Fxxx will have the right, at any time until the expiry of 5 years from the Closing, to convert the Royalty into an additional 2,160,102 shares of Common Stock of Denali, which shall be equal to 5% of the issued and outstanding share capital (on a fully diluted as converted basis) as of the Closing (the “Warrants”). The exercise price of the Warrants shall be as follows: (a) in the event that within 12 months of the Closing, Denali or its affiliates complete any transaction which has a “bio-dollar” value of more than US$100 Million, then the exercise price shall be the par value of the shares of Common Stock, and (b) at any other time, then exercise price for ALL the Warrants shall be US$2.5 Million (which represents an assumed valuation as of the Closing of US$50 Million). Additional terms and conditions of the Warrants shall include anti-dilution, cashless exercise and other customary terms and conditions which shall be set out in a mutually agreed upon Warrant agreement (the “Warrant Agreement”).
Xxxxx and Dx. Xxxxxx X. Humphreys will be directors of Merger Sub immediately prior to the Effective Time together with such other individuals selected by Parent in its sole discretion. The officers of the Company immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation.
Xxxxx and Dx. Xxxxxx X. Humphreys to execute and deliver to Parent, and to comply with, a release agreement in the form of Exhibit C attached hereto (the "Release Agreements") prior to the Effective Time, providing for, among other things, release of the Company, Parent and the Surviving Corporation and their respective Affiliates from any and all claims, known and unknown, that such Person has or may have against such Persons through the Effective Time.
Xxxxx and Dx. Xxxx Ojamaa, constitute all of the Directors and Stockholders of the Development Corporation and have transferred to the Development Corporation any and all of their intellectual property rights or other rights and know-how of all kinds that relate to the Products and by the premises hereof, do repeat, confirm and acknowledge such transfer;
