1 EXHIBIT 10.4 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • March 26th, 1998 • Embassy Acquisition Corp • Blank checks • Florida
PROTALIX BIOTHERAPEUTICS, INC. (a Delaware corporation) 7,608,695 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • February 16th, 2021 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.001 per share, of the Company (“Common Stock”) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,141,304 additional shares of Common Stock. The aforesaid 7,608,695 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters a
Protalix BioTherapeutics, Inc., Issuer AND Trustee INDENTURE Dated as of _____ ___, 201_ CROSS-REFERENCE TABLE*Indenture • March 29th, 2019 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
*This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
Protalix BioTherapeutics, Inc. (Company) The Bank of New York Mellon Trust Company, N.A., as Trustee (Trustee) INDENTURE Dated as of July 24, 2017Indenture • July 25th, 2017 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of July 24, 2017, between Protalix BioTherapeutics, Inc., a Delaware corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee, conversion agent, registrar and paying agent (in such capacities, the “Trustee,” “Conversion Agent,” “Registrar” and “Paying Agent,” respectively).
Exhibit 10.17 ----------------------------------------------------------------- --------------- Protalix EMPLOYMENT AGREEMENT Version: ------------------------ -------------------------------------------------------- Ltd. Page: 1 of: 11 --...Employment Agreement • March 30th, 2007 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
Protalix BioTherapeutics, Inc., Issuer AND Trustee INDENTURE Dated as of _____ ___, 202_ CROSS-REFERENCE TABLE*Protalix BioTherapeutics, Inc. • April 20th, 2022 • Biological products, (no disgnostic substances) • New York
*This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
Underwriting AgreementUnderwriting Agreement • October 25th, 2007 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Protalix BioTherapeutics, Inc., a Florida corporation (the ‘‘Company’’), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the ‘‘Underwriters’’), for whom you are acting as representative, an aggregate of 10,000,000 shares (the ‘‘Firm Shares’’) of common stock, $.001 par value per share (the ‘‘Common Stock’’), of the Company. In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase from the Company up to an additional 1,500,000 shares of Common Stock (the ‘‘Additional Shares’’). The Firm Shares and the Additional Shares are hereinafter collectively sometimes referred to as the ‘‘Shares.’’ The Shares are described in the Prospectus which is referred to below.
Protalix BioTherapeutics, Inc. 4,500,000 Shares Common Stock ($0.001 par value) Underwriting AgreementProtalix BioTherapeutics, Inc. • February 16th, 2012 • Biological products, (no disgnostic substances) • New York
JEFFERIES & COMPANY, INC. As Representative of the several Underwriters named in Schedule II hereto c/o JEFFERIES & COMPANY, INC. 520 Madison Avenue New York, New York 10022
Exhibit 10.12 ORTHODONTIX, INC. STOCK OPTION AWARD AGREEMENT 1. Grant of Option. Orthodontix, Inc., a Florida corporation (the "Company"), hereby grants to Jane Hsiao, Ph.D. (the "Grantee"), an option (the "Option") to purchase 354,601 shares of the...Stock Option Award Agreement • March 30th, 2007 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • Florida
AT THE MARKET OFFERING AGREEMENTTerms Agreement • February 27th, 2023 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time to or through H.C. Wainwright & Co., LLC, as sales agent and/or principal (the “Agent”), shares (the “Shares”) of the Company’s common stock, $0.001 par value (the “Common Stock”), having an aggregate gross sales price not to exceed $20,000,000, on the terms set forth in this At The Market Offering Agreement.
Protalix BioTherapeutics, Inc., Issuer AND Trustee INDENTURE Dated as of _____ ___, 201_ CROSS-REFERENCE TABLE*Protalix BioTherapeutics, Inc. • November 27th, 2015 • Biological products, (no disgnostic substances) • New York
*This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
RECITALS:Services Agreement • March 26th, 1998 • Embassy Acquisition Corp • Blank checks
Protalix BioTherapeutics, Inc., Issuer AND Trustee INDENTURE Dated as of _____ ___, 201_ CROSS-REFERENCE TABLE*Protalix BioTherapeutics, Inc. • March 29th, 2019 • Biological products, (no disgnostic substances) • New York
*This Cross-Reference Table does not constitute part of the Indenture and shall not have any bearing on the interpretation of any of its terms or provisions.
RECITALSAdministrative Services Agreement • March 26th, 1998 • Embassy Acquisition Corp • Blank checks • Florida
BETWEENAgreement and Plan • November 10th, 1997 • Embassy Acquisition Corp • Blank checks • Florida
FIRST AMENDMENT TO THE STOCK OPTION AWARD AGREEMENT DATED DECEMBER 31, 2006 BY AND BETWEEN PROTALIX BIOTHERAPEUTICS, INC. AND JANE HSIAO, PH.D.The Stock Option Award Agreement • March 30th, 2007 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
EMPLOYMENT AGREEMENTEmployment Agreement • July 29th, 2019 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of July 28, 2019 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Mr. Eyal Rubin, Israel Identification No. _________ (the “Employee” or “Eyal”) (each of the Company and Employee shall be referred to herein, as a “Party” and collectively, the “Parties”).
LICENSE AGREEMENTLicense Agreement • September 20th, 2007 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • London
This License Agreement (this “Agreement”) is entered into as of this ___ day of , 2005, by and between Icon Genetics AG, a company incorporated under the laws of Germany (“Icon”) of Weinbergweg 23, D-06120 Halle/Saale, Germany, on its own behalf and on behalf of its Affiliates, and Protalix Ltd., a company incorporated under the laws of Israel (“Protalix”) of 2 Snunit Street, Industrial Park, Carmiel, Israel (Protalix and Icon may be referred to individually as a “Party” and collectively as the “Parties”).
ContractResearch and Licence Agreement • September 20th, 2007 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
Portions of this exhibit have been omitted pursuant to a request for confidential treatment. The omitted portions, marked by [***], have been separately filed with the Securities and Exchange Commission.
EMPLOYMENT AGREEMENTEmployment Agreement • September 7th, 2010 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
This EMPLOYMENT AGREEMENT (this “Agreement”) is made as of August 29, 2010, by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Mr. Tzvi Palash, Israel Identification No. 54319249 (the “Employee”) (each of the Company and Employee shall be referred to herein, as a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 8th, 2020 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of June 7, 2020 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Dr. Yael Hayon, an Israeli citizen residing in Tel Aviv, Israel (the “Employee”) (each of the Company and Employee shall be referred to herein, as a “Party” and collectively, the “Parties”).
TECHNOLOGY TRANSFER AND SUPPLY AGREEMENTTechnology Transfer and Supply Agreement • May 14th, 2021 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
This TECHNOLOGY TRANSFER AND SUPPLY AGREEMENT (this “AGREEMENT”) is made as of _________ __, 2013 by and between PROTALIX LTD. , a limited liability company incorporated under the laws of Israel with offices located at 2 Snunit Street, Science Park, P.O.B 455, Carmiel 20100, Israel (“PROTALIX”), and FUNDAÇÃO OSWALDO CRUZ , an agency of the Brazilian Ministry of Health organized under the laws of Brazil, including its manufacturing unit “BIO-MANGUINHOS”, with registered offices at Avenida Brasil, 4365, Manguinhos, Rio de Janeiro, RJ, Cep 21045-900, Brazil, CGC NI 33.781.055/0001-35, represented by its President, Dr. PAULO ERNANI GADELHA VIEIRA, hereinafter collectively referred to as "FIOCRUZ". For the purposes of this AGREEMENT, PROTALIX and FIOCRUZ each are referred to as a “PARTY” and collectively as the “PARTIES”.
Protalix BioTherapeutics, Inc. (Company) The Bank of New York Mellon Trust Company, N.A. (Trustee) 4.50% Convertible Senior Notes due 2018 INDENTURE Dated as of September 18, 2013Indenture • September 18th, 2013 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
INDENTURE, dated as of September 18, 2013, between Protalix BioTherapeutics, Inc., a Florida corporation, as issuer (the “Company”), and The Bank of New York Mellon Trust Company, N.A., as trustee, conversion agent, registrar and paying agent (in such capacities, the “Trustee”, “Conversion Agent”, “Registrar” and “Paying Agent”, respectively).
Portions of this exhibit have been omitted pursuant to a request for confidential treatment pursuant to 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2(b). The omitted portions, marked by [***], have been separately filed with the Securities and...Exclusive License and Supply Agreement • December 11th, 2015 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This Amended and Restated Exclusive License and Supply Agreement (this “Agreement”) dated as of October 12, 2015 (the “Second Amendment Effective Date”) between Protalix Ltd., a limited liability company incorporated under the laws of Israel with offices located at 2 Snunit Street, Science Park, P.O.B. 455, Carmiel 20100, Israel (“Protalix”), and Pfizer Inc., a Delaware corporation with offices located at 235 East 42nd Street, New York, New York, 10017, U.S.A. (“Pfizer”).
EXCHANGE AGREEMENT by and among Protalix BioTherapeutics, Inc. and the Parties Signatory Hereto Dated as of August 12, 2021Exchange Agreement • August 13th, 2021 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
EXCHANGE AGREEMENT dated as of August 12, 2021 (this “Agreement”), by and among Protalix BioTherapeutics, Inc., a Delaware corporation (the “Company”), and the parties signatory hereto (each, a “Purchaser,” and collectively, the “Purchasers”).
MERGER AGREEMENT AND PLAN OF REORGANIZATIONMerger Agreement and Plan of Reorganization • January 8th, 2007 • Orthodontix Inc • Services-management services
THIS MERGER AGREEMENT AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered as of August 21, 2006, by and among Orthodontix, Inc., a Florida corporation (“Parent”), Protalix Acquisition Co., Ltd., an Israeli company (“Acquisition Subsidiary”), which is a wholly owned subsidiary of Parent, and Protalix Ltd., an Israeli company (the “Company”).
OPTION AGREEMENT (STANDARD)Option Agreement • August 10th, 2020 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
This Option Agreement is made as of ________ ___, ______ (the “Agreement”), by and between PROTALIX BIOTHERAPEUTICS, INC., a corporation incorporated under the laws of the State of Delaware (the “Corporation”), and the following employee of the Corporation (the “Optionee”):
UNPROTECTED LEASEUnprotected Lease • March 17th, 2008 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
The Lessor has entered into an agreement with the Israel Lands Administration whereby it has acquired the development rights in the site known as Block 18984, Parcel 187 (in part), 188 (in part), 190 (in part), 191 (in part), 192 (in part), 193 (in part), 194 (in part), 199 (in part) and 206 (in part) in Carmiel, site/s no. 1, according to detailed plan no. 8880/C', in Carmiel (hereinafter: "the Land") pursuant to the development agreement including the appendices thereof, which is attached hereto as Appendix A' (hereinafter: "the Development Agreement");
EMPLOYMENT AGREEMENTEmployment Agreement • December 22nd, 2009 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) dated as of December 17, 2009, by and between Protalix BioTherapeutics, Inc., a Florida corporation (the “Company”), and Sandra Lauterbach (the “Executive”) (each of the Company and Executive shall be referred to herein, as a “Party” and collectively, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
This EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of , 2006 (the “Effective Date”), by and between Protalix Ltd., a company organized under the laws of the State of Israel (the “Company”) and Dr. David Aviezer, Israel Identification No. 0-2603079-1 (the “Employee” or “David”) (each of the Company and Employee shall be referred to herein, as a “Party” and collectively, the “Parties”).
Dear Sir: Reference is hereby made to the merger (the "Merger") of Embassy Acquisition Corp. ("Embassy") with Orthodontix, Inc. ("Orthodontix") and the exchange of shares of the Common Stock, par value $.0001 per share, of Orthodontix (the...Up Agreement • March 26th, 1998 • Embassy Acquisition Corp • Blank checks
Binding Term Sheet between Chiesi Farmaceutici S.p.A. (“Chiesi”) and Protalix Ltd. (“Protalix”) for amending the U.S. and Ex-U.S. Exclusive License and Supply AgreementsProtalix BioTherapeutics, Inc. • May 14th, 2021 • Biological products, (no disgnostic substances)
This binding term sheet (“Term Sheet”) is intended to advance the discussions between Protalix and Chiesi and to create alignment between the two companies on the terms and structure of a potential amendment to the Exclusive U.S. License and Supply Agreement, dated July 23, 2018 (“Chiesi US ELSA”), and the Exclusive License and Supply Agreement, dated October 17, 2017 (“Chiesi ex-US ELSA,” and together with the Chiesi US ELSA, the “Chiesi ELSAs”). This Term Sheet is intended to be and shall be construed only as a summary of the indication of the interest of the Parties in such a possible amendment.
Translation from Hebrew] EMPLOYMENT AGREEMENT Made and executed in Tel Aviv, this 1st day of September, 2001Employment Agreement • January 8th, 2007 • Orthodontix Inc • Services-management services
LICENSE AGREEMENT BETWEEN PROTALIX BIOTHERAPEUTICS LTD. AND VIRGINIA TECH INTELLECTUAL PROPERTIES, INC. FOR CASE NO. VTIP 97 012License Agreement • November 8th, 2010 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances)
This agreement (“Agreement”) is made by and between Protalix Biotherapeutics LTD., a corporation having an address at 2 Snunit Street, Science Park, POB 455, Karmiel 20100, Israel (“LICENSEE”) and Virginia Tech Intellectual Properties, Inc., a non-profit organization having an address at 1872 Pratt Drive, Suite 1625, Blacksburg, Virginia 24060 (“VTIP”).
FIRST Supplemental IndentureFirst Supplemental Indenture • July 25th, 2017 • Protalix BioTherapeutics, Inc. • Biological products, (no disgnostic substances) • New York
FIRST SUPPLEMENTAL INDENTURE, dated as of July 24, 2017 (this “First Supplemental Indenture”), between PROTALIX BIOTHERAPEUTICS, INC., a Delaware corporation (the “Company”), as issuer, the Guarantors party hereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee, registrar, paying agent and conversion agent, and Wilmington Savings Fund Society, FSB, as the Collateral Agent, under an Indenture, dated as of December 7, 2016, by and among the Company, each of the guarantors party thereto, Wilmington Savings Fund Society, FSB, as collateral agent, and the Trustee (the “Base Indenture”). All capitalized terms used in this First Supplemental Indenture and not otherwise defined herein have the meanings given to the terms in the Base Indenture.
