PROLOR Biotech, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2012 • PROLOR Biotech, Inc. • Pharmaceutical preparations • New York
In addition, the foregoing restrictions shall not apply to the transfer of Shares or Related Securities by gift, or by will or intestate succession to a Family Member or to a trust whose beneficiaries consist, or to an entity the equity owners of which consist, exclusively of one or more of the undersigned and/or a Family Member; provided, however, that in any such case, it shall be a condition to such transfer that:
PROCEEDS ESCROW AGREEMENTProceeds Escrow Agreement • November 4th, 2003 • LDG Inc
THIS AGREEMENT, made September 29, 2003, between, Coastal Federal Credit Union hereinafter called "Escrow Agent;" LDG, Inc., hereinafter called the "Company"; and such other person, firms, or corporations as shall become parties hereto in the manner provided herein, hereinafter called the "Subscribers."
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into effective as of this ___ day of May, 2007 (the “Effective Date”) between Modigene Inc. (f/k/a LDG, Inc.), a Nevada corporation (the “Company”), and the parties set forth on the signature page and Exhibit A hereto (each a “Purchaser” and collectively the “Purchasers”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG OPKO HEALTH, INC., POM ACQUISITION, INC., AND PROLOR BIOTECH, INC. Dated as of April 23, 2013Merger Agreement • April 29th, 2013 • PROLOR Biotech, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 23, 2013, by and among OPKO HEALTH, INC., a Delaware corporation (“Parent”); POM ACQUISITION, INC., a Nevada corporation (“Sub”); and PROLOR BIOTECH, INC., a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 7.1.
Roth Capital Partners, LLC 11100 Santa Monica Blvd, Ste. 550 Los Angeles, CA 90025Placement Agent Agreement • December 2nd, 2008 • Modigene Inc. • Pharmaceutical preparations • California
This letter (the “Agreement”) amends, restates and supersedes in its entirety a previous letter agreement between Modigene Inc. (the “Company”) and Roth Capital Partners, LLC and Spencer Trask Ventures, Inc. (“Roth and Spencer Trask” or “Placement Agents”) dated June 28, 2006 (the “June Agreement”). Pursuant to this Agreement, Roth shall serve as non-exclusive placement agent and Spencer shall serve as the co-placement agent for the Company, on a “best efforts” basis, in connection with the proposed offer and private placement (the “Offering”) by the Company of securities of the Company (the “Securities”). It is currently contemplated that the Offering will raise up to $15 million and that the closing of the Offering will occur simultaneously with a reverse merger with a publicly-traded company to be determined by the Company (a “Merger”).
AGREEMENTConsulting Agreement • March 6th, 2008 • Modigene Inc. • Pharmaceutical preparations • New York
THIS AGREEMENT (this “Agreement”) is made and entered into as of March 5, 2008 (the“Effective Date”), by and among MODIGENE INC., a Nevada corporation (the “Company”), Cohen & Schaeffer LLP, (“CS”) and Steve Schaeffer (the “Consultant”).
CREDIT AGREEMENTCredit Agreement • March 27th, 2008 • Modigene Inc. • Pharmaceutical preparations • Florida
THIS CREDIT AGREEMENT (this “Agreement”), dated as of March 25, 2008 (the “Initial Closing Date”), is entered into by and among Modigene Inc., a Nevada corporation (“Borrower” or the “Company”), and The Frost Group, LLC, a Florida limited liability company (the “Frost Group”).
NOTE AND SECURITY AGREEMENTNote and Security Agreement • March 27th, 2008 • Modigene Inc. • Pharmaceutical preparations • Florida
FOR VALUE RECEIVED, Modigene Inc., a Nevada corporation with offices at 3 Sapir Street, Weizmann Science Park, Nes-Ziona, Israel 74140 ("Borrower"), pursuant to this secured note (this "Note"), hereby promises to pay to The Frost Group, LLC, a Florida limited liability company ("Lender"), at such place as Lender may designate from time to time in writing, in lawful money of the United States of America, the principal amount of $10,000,000, or such lesser amount as shall equal the outstanding principal balance of the loan (the "Loan") made to Borrower by Lender pursuant to the Credit Agreement, dated as of March 25, 2008, by and among Borrower and Lender (the "Credit Agreement"), and to pay all other amounts due with respect to the Loan on the dates and in the amounts set forth in the Credit Agreement and this Note.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 9th, 2005 • LDG Inc • Services-mailing, reproduction, commercial art & photography • North Carolina
This Agreement sets forth the terms and conditions upon which the Sellers are today selling to the Buyer, and the Buyer is today purchasing from the Sellers all of their ownership interest in and to Liaison Design which constitutes 100% of the ownership interest in Liaison Design.
SECURITIES PURCHASE AGREEMENT dated as of July 22, 2009 by and among PROLOR BIOTECH, INC. and THE PURCHASERS SET FORTH ON THE SIGNATURE PAGES HERETOSecurities Purchase Agreement • July 24th, 2009 • PROLOR Biotech, Inc. • Pharmaceutical preparations • Florida
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of July 22, 2009, by and between PROLOR Biotech, Inc. (the “Company”), a corporation organized under the laws of the State of Nevada, with its principal offices at 3 Sapir Street, Weizmann Science Park, Nes-Ziona, Israel, and the purchasers whose names and addresses are set forth on the signature pages hereto (the “Purchasers”). Certain capitalized terms used but not defined herein shall have the respective meanings set forth on Schedule 1 attached hereto.
PROLOR BIOTECH LTD. NON COMPETE AGREEMENTNon-Compete Agreement • May 10th, 2012 • PROLOR Biotech, Inc. • Pharmaceutical preparations
This Non Compete Agreement (the "Agreement") is entered into by and between Prolor Biotech Ltd., an Israeli company (together with any current and future subsidiaries, affiliates, successors or assigns, the "Company"), and Abraham Havron ("Consultant").
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
THIS SUBSCRIPTION AGREEMENT (the “Agreement”) is made as of this __ day of _____, 2007, by and among Modigene Inc. (f/k/a LDG, Inc.), a Nevada corporation (the “Company”), Modigene Inc., a Delaware corporation (“Modigene”) and the investor identified on the signature page to this Agreement (the “Investor”).
The Frost Group, LLC Miami, Florida 33137Credit Agreement • March 16th, 2009 • Modigene Inc. • Pharmaceutical preparations • Florida
This agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of Florida.
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
This First Amendment to Employment Agreement (this “Amendment”) is made as of this ___ day of July, 2006 by and between MODIGENE INC., a Delaware corporation (“Employer”), and SHAI NOVIK (“Executive”), and amends that certain Employment Agreement, dated December 14, 2005, between Employer and Executive (as amended, restated, supplemented or modified from time to time, the “2005 Agreement”).
SECOND AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • July 18th, 2008 • Modigene Inc. • Pharmaceutical preparations
This Second Amendment to Consulting Agreement (this “Amendment”) is made as of this 17 day of July, 2008 by and between MODIGENE INC., a Nevada corporation (the “Company”), and Avri Havron (“Executive”), and amends that certain Consulting Agreement, dated January 1, 2007, between Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive, as amended by that certain First Amendment to Consulting Agreement, dated February 29, 2008 between Employer and Executive (the “First Amendment”) (as amended, restated, supplemented or modified from time to time, the “2007 Agreement”).
FIRST AMENDMENT TO CONSULTING AGREEMENTConsulting Agreement • July 18th, 2008 • Modigene Inc. • Pharmaceutical preparations
This First Amendment to Consulting Agreement (this “Amendment”) is made as of this 17 day of July, 2008 by and between MODIGENE INC., a Nevada corporation (the “Company”), and Fuad Fares (“Executive”), and amends that certain Consulting Agreement, dated January 1, 2007, between Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive (as amended, restated, supplemented or modified from time to time, the “2007 Agreement”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2008 • Modigene Inc. • Pharmaceutical preparations
This First Amendment to Employment Agreement (this “Amendment”) is made as of this 29th day of February, 2008 by and between MODIGENETECH LTD., an Israeli corporation (“Employer”), and EYAL FIMA (“Executive”), and amends that certain Employment Agreement, dated November 16, 2005, between Employer and Executive (as amended, restated, supplemented or modified from time to time, the “2005 Agreement”).
FIFTH AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 6th, 2011 • PROLOR Biotech, Inc. • Pharmaceutical preparations
This Fifth Amendment to Employment Agreement (this “Amendment”) is made as of this 1 day of January, 2011 by and between PROLOR Biotech, INC., a Nevada corporation (“Employer”), and SHAI NOVIK (“Executive”), and amends that certain Employment Agreement, dated December 14, 2005, between Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive, as amended by that certain First Amendment to Employment Agreement, dated July 27, 2006 between Modigene DE and Executive (the “First Amendment”), and as amended by that certain Second Amendment to Employment Agreement, dated February 29, 2008 between Employer and Executive (the “Second Amendment”), and as amended by that certain Third Amendment to Employment Agreement, dated July 17, 2008 between Employer and Executive (the “Third Amendment”), and as amended by that certain Fourth Amendment to Employment Agreement, dated January 24, 2010 between Employer and Executive (the “Fourth Amendment”) (as amended, restated, supplemented or mod
FORM OF SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
This Agreement is made as of _____________ ___, 2005, between Modigene Inc. (the "Company"), and ____________________ (the "Consultant"'), and shall be effective as of the date this Agreement has been approved by the Board of Directors of the Company (the "Effective Date"). Consultant has been involved in fields of particular interest to the Company. The Company wishes to retain Consultant in a consulting capacity as a member of the Company's Scientific Advisory Board (the "SAB"), and Consultant desires to perform such consulting services. Accordingly, the parties agree as follows:
THIRD AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • July 18th, 2008 • Modigene Inc. • Pharmaceutical preparations
This Third Amendment to Employment Agreement (this “Amendment”) is made as of this 17 day of July, 2008 by and between MODIGENE INC., a Nevada corporation (“Employer”), and SHAI NOVIK (“Executive”), and amends that certain Employment Agreement, dated December 14, 2005, between Modigene Inc., a Delaware corporation (“Modigene DE”), and Executive, as amended by that certain First Amendment to Employment Agreement, dated July 27, 2006 between Modigene DE and Executive (the “First Amendment”), and as amended by that certain Second Amendment to Employment Agreement, dated February 29, 2008 between Modigene Inc. and Executive (the “Second Amendment”) (as amended, restated, supplemented or modified from time to time, including pursuant to the First Amendment, the “2005 Agreement”).
ESCROW AGREEMENTEscrow Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
This Escrow Agreement is entered into as of May _____, 2007, by and among Modigene Inc. (formerly known as LDG, Inc.), a Nevada corporation (the “Parent”), Abraham Havron (“Havron”) and Shai Novik (“Novik”) (Havron and Novik shall be referred to individually as an “Indemnification Representative” and collectively as the “Indemnification Representatives”) and Gottbetter & Partners, LLP (the “Escrow Agent”).
FORM OF CLINICAL ADVISORY PANEL AGREEMENTClinical Advisory Panel Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • New York
This Agreement is made as of October 26, 2006, between Modigene Inc. (the "Company"), and _______________ (the "Consultant"'), and shall be effective as of the date this Agreement has been approved by the Board of Directors of the Company (the "Effective Date"). Consultant has been involved in fields of particular interest to the Company. The Company wishes to retain Consultant in a consulting capacity as a member of the Company's Clinical Advisory Panel (the "CAP"), and Consultant desires to perform such consulting services. Accordingly, the parties agree as follows:
Modigene Inc.Non-Qualified Stock Option Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
The Participant specified below has been granted this Option by Modigene Inc., a Nevada corporation (the “Company”) under the terms of the Modigene Inc. 2007 Equity Incentive Plan (the “Plan”). The Option shall be subject to the following terms and conditions (the “Option Terms”):
AGREEMENT TO FILE JOINT SCHEDULE 13DJoint Filing Agreement • August 3rd, 2009 • PROLOR Biotech, Inc. • Pharmaceutical preparations
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of PROLOR Biotech, Inc., a Nevada corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
CONSULTING AGREEMENTConsulting Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2007 (the “Effective Date”), by and between MODIGENE INC., a Delaware corporation (the “Company”) and Dr. Abraham Havron (the “Consultant”) operating through his privately owned company Operon Consultants, Ltd. (“Operon”) through which the Consultant services to the Company will be rendered.
WAKE COUNTY : LIMITED LIABILITY COMPANY OPERATING AGREEMENTOperating Agreement • February 9th, 2005 • LDG Inc • Services-mailing, reproduction, commercial art & photography • North Carolina
THIS OPERATING AGREEMENT (the "Agreement") made as of the 11th day of May, 2000, by and among the undersigned members of LIAISON DESIGN GROUP LLC, a North Carolina limited liability company (the "Company"), such members being hereinafter referred to individually as a "Member" and collectively as the "Members"
FIRST AMENDMENT TO LIMITED LIABILITY WAKE COUNTY : COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • November 9th, 2005 • LDG Inc • Services-mailing, reproduction, commercial art & photography
THIS FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (the "Amendment") made effective as of the 10th day of March, 2003, by and among the undersigned members (the "Members") of LIAISON DESIGN GROUP LLC, a North Carolina limited liability company (the "Company");
CONSULTING AGREEMENTConsulting Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography
THIS CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of January 1, 2007 (the “Effective Date”), by and between MODIGENETECH LTD., an Israeli corporation (the “Company”) and Dr. Fuad Fares (the “Consultant”) operating through his privately owned company _________________ Ltd. (“FCO”) through which the Consultant services to the Company will be rendered.
LOCK-UP AGREEMENT Dated: March __, 2010Lock-Up Agreement • March 17th, 2010 • PROLOR Biotech, Inc. • Pharmaceutical preparations
AGREEMENT TO FILE JOINT SCHEDULE 13DAgreement to File Joint Schedule 13d • October 29th, 2010 • PROLOR Biotech, Inc. • Pharmaceutical preparations
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of PROLOR Biotech, Inc., a Nevada corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
The Frost Group, LLC Miami, Florida 33137Credit Agreement • May 14th, 2009 • Modigene Inc. • Pharmaceutical preparations • Florida
This agreement shall be governed by, and shall be construed and enforced in accordance with, the internal laws of the State of Florida.
Re: Termination of Credit Agreement and Cancellation and Termination of Note and Security Agreement.Termination Agreement • July 24th, 2009 • PROLOR Biotech, Inc. • Pharmaceutical preparations • Florida
Reference is made to (i) that certain Credit Agreement, dated as of March 25, 2008 (the “Credit Agreement”), by and between Modigene Inc., a Nevada corporation (n/k/a PROLOR Biotech, Inc., the “Company”), and The Frost Group, LLC, a Florida limited liability company (the “Frost Group”), (ii) and that certain Note and Security Agreement, dated as of March 25, 2008 (the “Note and Security Agreement”), by and between the Company and the Frost Group.
ContractSecurities Purchase Agreement • March 6th, 2009 • Modigene Inc. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENT (this "Agreement") dated as of March 03rd, 2009, among CENTRUM BANK AG, LI-9490 Vaduz / Liechtenstein (the "Seller") and Frost Gamma Investments Trust (the "Purchaser").
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION AMONG MODIGENE INC. (formerly known as LDG, INC.) MODIGENE ACQUISITION CORP. AND MODIGENE INC. May 9, 2007 [Excludes Exhibits and Schedules]Merger Agreement • May 14th, 2007 • Modigene Inc. • Services-mailing, reproduction, commercial art & photography • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • November 4th, 2003 • LDG Inc
Concurrent with execution of this Agreement, the undersigned (the "Purchaser") is purchasing __________________________________________________ (__________) shares of common stock of LDG, Inc. (the "Company") at a price of $0.05 per share (the "Subscription Price").
