NOVOGEN LIMITED (ACN 063 259 754) AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Amended and Restated Deposit Agreement June 13, 2016Deposit Agreement • October 27th, 2016 • Novogen LTD • Pharmaceutical preparations • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of June 13, 2016 among NOVOGEN LIMITED, a company incorporated under the laws of the Commonwealth of Australia (herein called the Company), THE BANK OF NEW YORK MELLON (formerly known as The Bank of New York), a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
ANDDeposit Agreement • September 29th, 2005 • Novogen LTD • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 6th, 2023 • Kazia Therapeutics LTD • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”), dated as of November 30, 2023, is between Kazia Therapeutics Limited, a company incorporated under the laws of Australia (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
June 12, 2014Exclusive Agency Agreement • July 15th, 2015 • Novogen LTD • Pharmaceutical preparations • New York
KAZIA THERAPEUTICS LIMITED AMERICAN DEPOSITARY SHARES REPRESENTING ORDINARY SHARES EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 22nd, 2022 • Kazia Therapeutics LTD • Pharmaceutical preparations • New York
Kazia Therapeutics Limited ACN 063 259 754, an Australian public company limited by shares (the “Company”), confirms its agreement (this “Agreement”) with Oppenheimer & Co. Inc., as follows:
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES KAZIA THERAPEUTICS LIMITEDSecurities Agreement • May 17th, 2024 • Kazia Therapeutics 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 ________ 2024 (the “Initial Exercise Date”) on or prior to 5:00 p.m. (New York City time) on __________ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kazia Therapeutics Limited, a company incorporated under the laws of Australia (the “Company”), up to ________________ ordinary shares, no par value per share (the “Ordinary Shares”), of the Company (the “Warrant Shares”) represented by _______________ American Depositary Shares (each, an “ADS” and, collectively, the “ADSs” and the ADSs issuable upon exercise of this Warrant, the “Warrant ADSs”), as subject to adjustment hereunder. The purchase price of one Warrant ADS shall be equal to t
EMPLOYMENT AGREEMENT DATED PARTIES NOVOGEN LABORATORIES PTY LTD ACN 002 489 947 AND RONALD LEA ERRATTEmployment Agreement • December 13th, 2010 • Novogen LTD • Pharmaceutical preparations • New South Wales
EMPLOYMENT AGREEMENT made June 21, 2006 PARTIES NOVOGEN LABORATORIES PTY LTD ACN 002 489 947 of 140 Wicks Road, North Ryde 2113, New South Wales (“Company”) AND MR DAVID ROSS SEATON of 9 Claude Avenue, Cremorne, NSW, 2090 (“Employee”) INTRODUCTION IT...Employment Agreement • November 29th, 2006 • Novogen LTD • Pharmaceutical preparations • New South Wales
EMPLOYMENT AGREEMENT DATED PARTIES NOVOGEN LABORATORIES PTY LTD ACN 002 489 947 AND ALAN JAMES HUSBANDEmployment Agreement • December 13th, 2010 • Novogen LTD • Pharmaceutical preparations • New South Wales
EMPLOYMENT AGREEMENT made June 21, 2006 PARTIESEmployment Agreement • November 29th, 2006 • Novogen LTD • Pharmaceutical preparations • New South Wales
SECURITIES SUBSCRIPTION AGREEMENTSecurities Subscription Agreement • January 5th, 2012 • Novogen LTD • Pharmaceutical preparations • New York
This Securities Subscription Agreement (this “Agreement”) dated as of December 28, 2011, is by and among Marshall Edwards, Inc., a Delaware corporation (the “Company”), and Novogen Limited (the “Purchaser”).
AMENDMENT TO PATENT LICENSE AGREEMENTPatent License Agreement • May 5th, 2009 • Novogen LTD • Pharmaceutical preparations
NOVOGEN LIMITED ACN 063 259 754 and NOVOGEN RESEARCH PTY LIMITED ACN 060 202 931 each with its principal place of business at 140 Wicks Road, North Ryde, NSW 2113, Australia and NOVOGEN INC. of 1013 Centre Road, Wilmington, Delaware, United States of America (hereinafter together referred to as “Novogen”)
AGREEMENTAsset Purchase Agreement • December 7th, 2012 • Novogen LTD • Pharmaceutical preparations • New York
This Agreement (this “Agreement”), dated as of December 5, 2012, is entered into by MEI Pharma, Inc. (formerly known as Marshall Edwards, Inc.), a Delaware corporation (“MEIP”), Novogen Limited, a public company limited by shares and incorporated under the laws of New South Wales, Australia (“Seller Parent”), Novogen Research Pty Limited, a proprietary limited company incorporated under the laws of Australia and a wholly-owned subsidiary of Seller Parent (“Seller” and together with Seller Parent, the “Novogen Parties” and each, a “Novogen Party”) and Graham Kelly, an individual, and Andrew Heaton, an individual, for purposes of Section 4.2 and Articles VII and VIII, only.
NOVOGEN LIMITED ABN 37 063 259 754Employment Agreement • October 25th, 2017 • Novogen LTD • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • October 27th, 2016 • Novogen LTD • Pharmaceutical preparations
REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST FOR CONFIDENTIAL TREATMENT.CRC Project Funding Agreement • December 18th, 2017 • Kazia Therapeutics LTD • Pharmaceutical preparations • Australian Capital Territory
A This Agreement is made pursuant to the projects stream of the Programme. The objective of the projects stream is to support industry-identified and industry-led collaborative research to develop products, services or processes that will solve industry problems and deliver tangible outcomes.
xxxx INDICATES CONFIDENTIAL MATERIAL OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION SEPARATELY WITH A REQUEST FOR CONFIDENTIAL TREATMENT.Share Sale Agreement • December 18th, 2017 • Kazia Therapeutics LTD • Pharmaceutical preparations • New South Wales
Capital Raising Value means, with respect to each Capital Raising, the aggregate value of funds actually received for all new Securities in the Buyer received in that Capital Raising. The following will not be considered in determining the value of any Capital Raising:
WARRANT KAZIA THERAPEUTICS LIMITEDWarrant Agreement • April 19th, 2024 • Kazia Therapeutics LTD • Pharmaceutical preparations • Delaware
THIS WARRANT TO PURCHASE FULLY PAID ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES (the “Warrant”) certifies that, for value received, Alumni Capital LP 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 April ____, 2024 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Kazia Therapeutics Limited, a public company limited by shares incorporated under the laws of Australia (the “Company”), the Company’s fully paid ordinary shares, no par value (“Ordinary Shares”), represented by American Depositary Shares (“ADSs”), with each ADS representing ten (10) Ordinary Shares, in the amounts and the price per share as set forth in Section 2.
NOVOGEN LIMITED ACN 063 259 754Employment Agreement • October 27th, 2016 • Novogen LTD • Pharmaceutical preparations
INVESTIGATOR INITIATED CLINICAL TRIAL AGREEMENTInvestigator Initiated Clinical Trial Agreement • October 21st, 2019 • Kazia Therapeutics LTD • Pharmaceutical preparations • Massachusetts
This Investigator Initiated Clinical Trial Agreement (“Agreement”) is made as of the _I7* day of October. 20LS (“Effective Date”) between Kazia Therapeutics Ltd (ACN 063 259 754) a company incorporated in Australia with a principal place of business at 1.24, 300 Barangaroo Avenue, Sydney, NSW 2000, Australia (“Company”), and Dana-Farber/Partners Cancer Care, Inc., a collaboration among Dana-Farber Cancer Institute, The Brigham and Women’s Hospital, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit tax-exempt corporation organized under the laws of the Commonwealth of Massachusetts with its principal place of business at 44 Binney Street, Boston, MA 02115 (“Institution”) each referred to herein individually as a “Party” and collectively as the “Parties”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • December 15th, 2023 • Kazia Therapeutics LTD • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of October 23, 2023 (the “Effective Date”), is entered into by and between KAZIA THERAPEUTICS LIMITED, a company incorporated under the laws of Australia (“Company”), and Elena Paskalev, her successors and/or assigns (“Investor”).
JOINT FILING AGREEMENTJoint Filing Agreement • February 18th, 2004 • Novogen LTD • Pharmaceutical preparations
JOINT FILING AGREEMENT, dated as of the 17th day of February, 2004, between Graham E. Kelly and Bende Holdings Pty Ltd (collectively, the “Joint Filers”).
MSKCC Investigator-Initiated Clinical Trial Agreement with Kazia Therapeutics LimitedClinical Trial Agreement • October 22nd, 2020 • Kazia Therapeutics LTD • Pharmaceutical preparations • New York
This Agreement (this “Agreement”), effective as of the date of the last signature (“Effective Date”), is entered into by Memorial Sloan Kettering Cancer Center, a New York not-for-profit corporation (“MSK”), having its principal place of business at 1275 York Avenue, New York, NY 10065, on behalf of Memorial Hospital for Cancer and Allied Diseases and its Regional Sites (collectively, “MSK”), and Kazia Therapeutics Limited, a drug development company, with its principal office and place of business at Three International Towers, Level 24, 300 Barangaroo Avenue, Sydney NSW 2000, Australia (“Company”). MSK and Company may each be referred to as a “Party” to this Agreement, and referred to collectively as the “Parties.”
RESEARCH FUNDING AND SUPPLY AGREEMENTResearch Funding and Supply Agreement • October 21st, 2019 • Kazia Therapeutics LTD • Pharmaceutical preparations • Illinois
This Agreement (the “Agreement”), effective as of _June 11, 2019 (“the Effective Date”), by and between Alliance for Clinical Trials in Oncology Foundation, an Illinois not-for-profit corporation, with its principal office at 125 S. Wacker Drive, Chicago, IL 60606 (“Foundation”) and Kazia Therapeutics Limited (ABN 37 063 259 754), a publicly-listed company with its principal office at L24, 300 Barangaroo Avenue, Sydney, NSW 2000, Australia (“Kazia”). Kazia and Foundation may be referred to as “Party” individually, and collectively as the “Parties”.
INVESTIGATOR INITIATED CLINICAL TRIAL AGREEMENTInvestigator Initiated Clinical Trial Agreement • October 22nd, 2020 • Kazia Therapeutics LTD • Pharmaceutical preparations • Massachusetts
This Investigator Initiated Clinical Trial Agreement (“Agreement”) is made as of the 18th September 2020 (“Effective Date”) between Kazia Therapeutics Limited (ACN 063 259 754) a company incorporated in Australia with a principal place of business at L24, 300 Barangaroo Avenue, Sydney, NSW 2000, Australia (“Company”), and Dana-Farber/Partners Cancer Care, Inc., a collaboration among Dana-Farber Cancer Institute, The Brigham and Women’s Hospital, Inc. and The General Hospital Corporation, d/b/a Massachusetts General Hospital, a not-for-profit tax-exempt corporation organized under the laws of the Commonwealth of Massachusetts with its principal place of business at 450 Brookline Ave., Boston, MA 02215 (“Institution”) each referred to herein individually as a “Party” and collectively as the “Parties”.
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...Development and Commercialisation Licence Agreement • October 7th, 2021 • Kazia Therapeutics LTD • Pharmaceutical preparations • New South Wales
A Kazia is the registered owner of the Kazia Patents and is the owner of the Associated Intellectual Property in relation to the Licensed Product.
HEADS OF AGREEMENT CLINICAL TRIAL FUNDINGHeads of Agreement • October 27th, 2016 • Novogen LTD • Pharmaceutical preparations • New South Wales
Warrant Amendment and New Warrant Issuance AgreementWarrant Amendment and New Warrant Issuance Agreement • May 17th, 2024 • Kazia Therapeutics LTD • Pharmaceutical preparations • New York
This Warrant Amendment and New Warrant Issuance Agreement, dated as of May 17, 2024 (the “Agreement”), is entered into between Kazia Therapeutics Limited, a company incorporated under the laws of Australia (the “Company”), and Armistice Capital Master Fund Ltd. (the “Investor”).
CERTAIN CONFIDENTIAL INFORMATION IN THIS EXHIBIT WAS OMITTED BY MEANS OF MARKING SUCH INFORMATION WITH BRACKETS (“[***]”) BECAUSE THE IDENTIFIED CONFIDENTIAL INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR...License Agreement • October 7th, 2021 • Kazia Therapeutics LTD • Pharmaceutical preparations • New York
This LICENSE AGREEMENT (this “Agreement”) is entered into by and between Kazia Therapeutics Limited (ACN 063 259 754), a company existing under the laws of Australia, having a place of business at Three International Towers, L24, 300 Barangaroo Avenue, Sydney, NSW 2000, Australia (“Kazia”), and Evotec (France) SAS, a company existing under the laws of France, having a place of business at 195 Route d’Espagne, 31036 Toulouse, France (“Evotec”). Each of Evotec and Kazia is sometimes referred to individually herein as a “Party” and collectively as the “Parties”.
December 16, 2014 STRICTLY CONFIDENTIAL Dr. Graham Kelly Chairman and Chief Executive Officer Novogen Ltd.Engagement Letter • January 30th, 2015 • Novogen LTD • Pharmaceutical preparations
EMPLOYMENT AGREEMENTEmployment Agreement • October 25th, 2017 • Novogen LTD • Pharmaceutical preparations • Massachusetts
This Executive Employment Agreement (“Agreement”) dated as of September 1, 2016 (the “Effective Date”), is between Novogen North America, Inc., (the “Company”) and Dr. Peng Leong (“Executive”).
PATENT LICENSE AGREEMENT This Agreement, is made by and between:Patent License Agreement • March 20th, 2009 • Novogen LTD • Pharmaceutical preparations • New South Wales
NOVOGEN LIMITED ACN 063 259 734 and NOVOGEN RESEARCH PTY LIMITED ACN 060 202 931 each with its principal place of business at 140 Wicks Road, North Ryde, NSW 2113, Australia and NOVOGEN INC of 1013 Centre Road, Wilmington, Delaware, United States of America (hereinafter together referred to as “Novogen”)
PURCHASE AGREEMENTPurchase Agreement • April 19th, 2024 • Kazia Therapeutics LTD • Pharmaceutical preparations • Delaware
PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2024 (the “Execution Date”), by and between KAZIA THERAPEUTICS LIMITED, a public company incorporated under the laws of Australia (the “Company”), and ALUMNI CAPITAL LP, a Delaware limited partnership (the “Investor”).
Triaxial Pharmaceuticals Pty Ltd (Triaxial) Dear Shareholders, Amendment to Convertible Note Deed PollConvertible Note Deed Poll • October 27th, 2016 • Novogen LTD • Pharmaceutical preparations
The Deed in which you are referred to as Convertible Note Holders (Note Holders) was signed by Novogen with the intention to extinguish the liability created by the Loan Agreement and transform your interest as creditor into an equity interest in Novogen, provided that the Company achieved defined milestones established in the schedule of the Deed (Milestone).
Master Clinical Trial AgreementMaster Clinical Trial Agreement • October 21st, 2019 • Kazia Therapeutics LTD • Pharmaceutical preparations • New York
A Kazia is a global biotechnology company engaged in the research and development of therapeutic products or devices for patients with cancer.
