SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2017 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March ___, 2017, between XTL Biopharmaceuticals Ltd., a company organized under the laws 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”).
XTL BIOPHARMACEUTICALS LTD. AND THE BANK OF NEW YORKDeposit Agreement • November 28th, 2007 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 7th, 2015 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 31, 2015, between XTL Biopharmaceuticals Ltd., a company organized under the laws 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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 22nd, 2017 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2017, between XTL Biopharmaceuticals Ltd., a company organized under the laws 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”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES XTL BIOPHARMACEUTICALS LTD.Warrant Agreement • March 9th, 2017 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 later of (i) ____________, 20171 or (ii) the effective date of the Authorized Capital Increase (such later date, the “Initial Exercise Date”) and on or prior to the close of business on _______ (the “Termination Date”)2 but not thereafter, to subscribe for and purchase from XTL Biopharmaceuticals Ltd, an Israeli limited company (the “Company”), up to 140,000,000 Ordinary Shares (the “Warrant Shares”) represented by 1,400,0003 American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
STRICTLY CONFIDENTIAL XTL Biopharmaceuticals Ltd.Exclusive Agency Agreement • February 22nd, 2017 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 22, 2006, among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), and the purchasers’ signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES XTL BIOPHARMACEUTICALS LTD.Warrant Agreement • April 7th, 2015 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
THIS WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (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 October ___, 2015 (the “Initial Exercise Date”) and on or prior to the close of business on the five (5) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from XTL Biopharmaceuticals Ltd, an Israeli limited company (the “Company”), up to ______ Ordinary Shares (the “Warrant Shares”) represented by ________[1] American Depositary Shares (“ADSs”), as subject to adjustment hereunder (the “Warrant ADSs”). The purchase price of one Warrant ADS shall be equal to the Exercise Price, as defined in Section 2(b).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 30th, 2007 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October __, 2007, among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), and the purchasers’ signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
AMENDMED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2018 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
This amended and restated employment agreement (the “Agreement”) dated as of August 3, 2017 (the “Signing Date”), by and between XTL Biopharmaceuticals Ltd., an Israeli company with its principal offices in 5 Ha'haroshet St., Ra'anana 43656, Israel, (the “Company”), and Joshua Levine, I.D. Number: 321903650, an individual whose address is 25 Ahi Dakar St., Ra'anana 4325962, Israel (the "Employee").
Confidential Treatment Requested. Confidential portions of this document have been redacted and filed separately with the Commission. ***** Confidential material redacted and filed separately with the Commission. RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • August 23rd, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • London
RESEARCH AND LICENSE AGREEMENT (the “Agreement”) made and entered into as of April 18, 2000 the “Effective Date”), by and between DRK BLUTSPENDEDIENDST BADEN-WURTTENBERG, INSTITUT ULM (the “Licensor”), having an address at Postfach 15 64, U-89005 Ulm, Germany, and XTL BIOPHARMACEUTICALS, LTD. (the “Company”), having an address at Kiryat Weizmann, P.O. Box 370, Rehovot, 76100, Israel.
Confidential Treatment Requested. Confidential portions of this document have been redacted and separately filed with the Commission. LICENSE AGREEMENTLicense Agreement • August 23rd, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”), effective as of June 2, 2004 (the “Effective Date”), is between CUBIST PHARMACEUTICALS, INC., a corporation organized and existing under the laws of Delaware (together with its Affiliates referred to herein as “CUBIST”) and XTL BIOPHARMACEUTICALS LTD., a corporation organized and existing under the laws of Israel (together with its Affiliates referred to herein as “XTL”). XTL and CUBIST are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
Confidential Treatment Requested. Confidential portions of this document have been redacted and separately filed with the Commission. ***** Confidential material redacted and filed separately with the Commission LICENSE AGREEMENTLicense Agreement • August 23rd, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • California
Effective as of September 12, 2003 ("Effective Date"), THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, a body having corporate powers under the laws of the State of California ("STANFORD"), and XTL Biopharmaceuticals Ltd., a corporation organized under the laws of Israel having a principal place of business at Kiryat Weizmann, P.O. Box 370, Rehovot, 76100 Israel ("LICENSEE"), agree as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 30th, 2007 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October _ , 2007 among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), and the purchasers identified on the signature pages hereto (each a “Purchaser” and collectively the “Purchasers”); and
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 27th, 2008 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 25, 2007, among XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), and the purchasers’ signatory hereto (each such purchaser is a “Purchaser” and all such purchasers are, collectively, the “Purchasers”).
LICENSE AGREEMENTLicense Agreement • June 11th, 2012 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
This license agreement (the "Agreement") is entered into as of this 28 day of November, 2011 (the “Effective Date”), by and among XTL Biopharmaceuticals Ltd., a company formed pursuant to the laws of Israel, having a place of business at 85 Medinat Hayehudim St., Herzliya, Israel (“XTL”), and MinoGuard Ltd., a company formed pursuant to the laws of Israel, Private Company no. 513938563, having a place of business at 38 Habarzel St. Tel Aviv, 69710, Israel (“Licensor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 24th, 2008 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is dated as of October 15, 2008 and delivered by XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of Israel (the “Company”) and XTL Development, Inc., an indirect subsidiary of the Company (“XTL Development”), to Quogue Bioventures LLC, a limited liability company formed under the laws of the State of Delaware (“Quogue”). This Agreement is effective as of January 15, 2007 (the “Effective Date”).
Confidential material redacted and filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been redacted and separately filed with the Commission. RESEARCH AND LICENCE AGREEMENT By and...Research and License Agreement • August 29th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
WHEREAS in the course of research conducted at the Weizmann Institute of Science, Rehovot (hereinafter “the Institute”), ***** (hereinafter “*****”) has developed certain technology constituting the subject matter of the patent applications listed in the attachment hereto marked “A” and constituting an integral part hereof (hereinafter collectively “the Existing Applications” and “the Existing Technology”); and
AMENDED AND RESTATED LICENSE AGREEMENT By and Between PRESIDIO PHARMACEUTICALS, INC. And XTL BIOPHARMACEUTICALS LTD.License Agreement • April 6th, 2009 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Amended and Restated License Agreement (this “Agreement”), dated the 4th day of August, 2008 (the “Restatement Date”), is by and between Presidio Pharmaceuticals, Inc., a Delaware corporation (“PRESIDIO”), and XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of Israel (“XTL”).
CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been redacted and separately filed with the U.S. Securities and Exchange Commission. LICENSE AGREEMENTLicense Agreement • March 23rd, 2007 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
As set forth in Form 8-K filed by DOV on January 3, 2007, DOV is in default of that certain Indenture dated December 22, 2004 (the “Indenture”). The trustee has confirmed such default and made a demand for payment.
CONFIDENTIAL TREATMENT REQUESTED. Confidential portions of this document have been redacted and separately filed with the Commission. ***** Confidential material redacted and filed separately with the Commission.License Agreement • August 23rd, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
LICENSE AGREEMENT dated as of August 17, 2005 (the “Agreement Date”) between VivoQuest, Inc., a Delaware corporation (“VivoQuest”), and XTL Biopharmaceuticals Ltd., an Israeli corporation (“Licensee”).
Confidential material redacted and filed separately with the Commission. Confidential Treatment Requested. Confidential portions of this document have been redacted and separately filed with the Commission.Research and License Agreement • August 29th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
Note that confidential treatment has been requested and one (1) page of material has been omitted and filed separately with the Commission.
Warrant To Purchase American Depositary ReceiptsWarrant to Purchase American Depositary Receipts • April 2nd, 2014 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
XTL Biopharmaceuticals Ltd., an Israeli company (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, _____________, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, pursuant to this Warrant to Purchase American Depositary Receipts (“ADRs”) (including any Warrants to Purchase ADRs issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), up to ______________ ADRs (the “Warrant ADRs”). For purposes of clarification, each ADR represents twenty ordinary shares, par value NIS 0.01 per share (the “Ordinary Shares”), of the Company. Except as otherwise defined herein, capitalized terms in this Warrant shall h
AMENDMENT TO THE RESEARCH AND LICENSE AGREEMENTResearch and License Agreement • April 6th, 2009 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
This Amendment effective as of April 1 2008 (the “Effective Date”) of the Research and License Agreement dated January 7, 2002 (the “Research and License Agreement”) entered into by and between Yeda Research And Development Company Ltd., a company duly registered under the laws of Israel of P.O. Box 95, Rehovot 76100, Israel (“Yeda”), Mor Research Applications Ltd. a company duly registered under the laws of Israel and having its principal place of business at 23 Hasivim Street., Kiryat Matalon, P.O. Box 7590 Petach Tikva 49170 (“Mor”) (Yeda and Mor shall be collectively referred to as the “Licensors”); Biogal Ltd. (under its previous name HaverfieId Ltd)., a company duly registered under the laws of Gibraltar and having its principal place of business at Valmet Nominees Limited Suites 7B & 8B 50 Town Range Gibraltar (the “Company”) and Biogal Advanced Biotechnology Ltd., a company duly registered under the laws of the State of Israel and having its principal place of business at 3 Hay
Confidential Treatment Requested. Confidential portions of this document have been redacted and separately filed with the Commission. ***** Confidential material redacted and filed separately with the Commission. AGREEMENTLicense Agreement • July 14th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • California
This Agreement (“Agreement”) is entered into as of September 12, 2003, (the “Effective Date”) by and among XTL Biopharmaceuticals Ltd., a corporation organized under the laws of Israel (“XTL”), Applied Immunogenetics LLC (“AI”), a Delaware limited liability company, ***** and *****.
Confidential material redacted and filed separately with the Commission. Confidential Treatment Requested. Confidential portions of this document have been redacted and separately filed with the Commission.Research and License Agreement • July 14th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
Note that confidential treatment has been requested and one (1) page of material has been omitted and filed separately with the Commission.
ESCROW AGREEMENTEscrow Agreement • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
THIS ESCROW AGREEMENT (“Agreement”) is made and entered into as of the 22nd day of March 2006, by and among JPMorgan Chase Bank, N.A., a national banking association (the “Escrow Agent”), XTL Biopharmaceuticals Ltd., a public company limited by shares organized under the laws of the State of Israel (the “Company”), J.P. Morgan Securities Inc. (“JPMorgan”), Brean Murray, Carret & Co., LLC (“Brean”), Oppenheimer & Co. Inc. (“Oppenheimer”), and Punk, Ziegel & Company, L.P. (“Punk Ziegel”, and together with JPMorgan, Brean, and Oppenheimer, the “Placement Agents”).
ContractIndemnification & Liability • August 10th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
Confidential Treatment Requested. Confidential portions of this documents have been redacted and separately filed with the Commission. ***** Confidential material redacted and filed separately with the Commission.Research and Licence Agreement • July 14th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
We set out below the amendments to the Agreement (as already amended by Amendment No. 1) and to Amendment No. 1 agreed between Yeda Research and Development Co. Ltd. (“Yeda”) and XTL Biopharmaceuticals, Ltd. (“the Corporation”) following discussions between the parties conducted at the Corporation’s request:
Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. ***** Confidential material redacted and filed separately with the Commission. LICENSE AND DEVELOPMENT...License and Development Agreement • August 10th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • California
THIS LICENSE AND DEVELOPMENT AGREEMENT is entered into as of the 26th day of February, 2003 (the “Effective Date”) by and between XTL BIOPHARMACEUTICALS LTD. (“XTL”), and B&C BIOPHARM CO., LTD. (“B&C”)
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 6th, 2009 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
OPTION TO LICENSE AGREEMENTOption to License Agreement • May 31st, 2011 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
This Option to License Agreement (the “Agreement”) is entered into as of this day of September, 2010 (the “Effective Date”), by and among Yeda Research and Development Company Limited, a company formed and existing under the laws of the State of Israel, having a place of business at the Weizmann Institute of Science, POB 95, Rehovot, 76100, Israel (“Yeda”), and XTL Biopharmaceuticals, Ltd or any of its affiliates, a company formed under and existing the laws of the State of Israel, having a place of business at Kiryat Weizmann Science Park, Bldg. 3, POB 370, Rehovot, 76100, Israel (the “Company”).
CHIEF EXECUTIVE OFFICER’S AGREEMENTChief Executive Officer Agreement • April 21st, 2006 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations • New York
This Agreement, is made and entered into this the 3rd day of January 2006, by and between XTL Biopharmaceuticals, Ltd. ("XTL" or the "Company"), an Israeli-domiciled corporation having an address at Kiryat Weizman Science Park, 3 Hasapir Street, Building 3, P.O. Box 370, Rehovat 76100, Israel and Ron Bentsur, an individual residing at 212 Highwood Avenue, Tenafly, NJ 07670, U.S.A.("Bentsur").
CONSULTING AGREEMENTConsulting Agreement • May 31st, 2011 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
THIS AGREEMENT (the “Agreement”) by and between XTL Biopharmaceuticals Ltd., an Israeli publicly traded company, with its principal offices at 3 Hasapir St, Rehovot, Israel (the “Company”) and Prof. Moshe Mittelman, I.D. number 051635951 of 52 Pinkas St., Tel Aviv, Israel (hereinafter referred to as the “Consultant”), such Agreement to commence within ninety (90) days from the closing of the XTEPO LTD. - Company acquisition (the “Effective Date”)
Confidential Treatment Requested. Confidential portions of this document have been redacted and separately filed with the Commission. SECOND EXTENSION AGREEMENT Between YEDA RESEARCH AND DEVELOPMENT CO. LTD. of P.O. Box 95, Rehovot 76100, Israel...Second Extension Agreement • July 14th, 2005 • XTL Biopharmaceuticals LTD • Pharmaceutical preparations
