EXHIBIT 10.23 AMENDED AND RESTATED EMPLOYMENT AGREEMENT Made and entered into in on January 1st, 2006 Between: OMRIX BIOPHARMACEUTICALS LTD. Building 14, Kiryat Weizman Rehovot, Israel (hereinafter: the "COMPANY")Employment Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Tel-Aviv
Exhibit 4.9 THIS WARRANT, AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED...Warrant Agreement • March 24th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
Exhibit 10.25 CONSULTING AGREEMENT, as amended in September 2004. THE CONSULTING AGREEMENT (the "Agreement"), made the first day of October, 2002, and entered into by Omrix Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and Bemsol...Consulting Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Delaware
Exhibit 10.26 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of March 18, 2006 by and between Omrix Biopharmaceuticals, Inc., a Delaware corporation (the "Company") and Harold Safferstein (the "Executive"). In consideration of...Employment Agreement • March 24th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
SUPPLY AGREEMENT BY AND BETWEEN OMRIX BIOPHARMACEUTICALS, LTD, TEL AVIV, ISRAEL ANDSupply Agreement • December 4th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
BY AND AMONGInvestor Rights Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Delaware
Exh. 10.5 Amendment No. 1 to Development Agreement This Amendment No. 1, dated as of July 15, 2004, by and between Omrix Biopharmaceuticals, Inc., a corporation organized under the laws of Delaware (hereinafter referred to as "Omrix"), and Ethicon,...Development Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • New York
EXHIBIT 10.38 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement") dated as of August 28, 2006 by and between Omrix Biopharmaceuticals, Inc., a Delaware corporation (the "Company") and Nanci I Prado (the "Executive"). In consideration of the...Employment Agreement • December 4th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
Exhibit 10.22 EMPLOYMENT AGREEMENT Entered and signed in Tel-Aviv on September 21st 1997 BETWEEN: Omrix Biopharmaceuticals Ltd. Building 14, Kiriat Weizman Rehovot, Israel, (hereinafter "the company"); AND Nissim Mashiach 2 Havazelet Hasharon St....Employment Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Tel-Aviv
RECITALSSales Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc.
AGREEMENTCollaboration Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc.
INTRODUCTIONConsulting Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Delaware
WAIVER AGREEMENTWaiver Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Delaware
Exhibit 4.3 THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AS AMENDED, OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT...Warrant Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Delaware
EXHIBIT 10.26 DIRECTOR AGREEMENT THIS DIRECTOR AGREEMENT (the "Agreement") is made as of this 13th day of January, 2006 between Omrix Biopharmaceuticals, Inc., a Delaware corporation, (the "Company") and Fredric Price (the "Director") with respect to...Director Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc.
WITNESSETH:Waiver and Amendment Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Delaware
Exhibit 10.11 SUPPLY AND DISTRIBUTION AGREEMENT: INVESTIGATIONAL PHASE THIS AGREEMENT (the "AGREEMENT") is entered into by and between OMRIX BIOPHARMACEUTICALS, LTD., an Israeli company (hereinafter, "OMRIX"), and FFF ENTERPRISES, INC., a United...Supply and Distribution Agreement • December 4th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
EXHIBIT 10.2 ADDENDUM TO AN AGREEMENT Executed and signed on 16.12.2004 Between: (1) MAGEN DAVID ADOM IN ISRAEL, (Hereinafter "MDA"), and (2) OMRIX BIOPHARMACEUTICALS LTD., (Hereinafter "OMRIX") This agreement is an addendum to the Agreement between...Addendum to Agreement • April 7th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances)
Omrix Biopharmaceuticals, Inc. [2,250,000] Shares Common Stock ($0.01 par value per Share) Underwriting AgreementUnderwriting Agreement • December 11th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
ANDPatent and Know-How License Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • London
RECITALSSenior Loan and Security Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • California
FIRST AMENDMENTCommon Stock Purchase Warrant Amendment • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Delaware
Exhibit 10.13 PLASMA SUPPLY AGREEMENT THIS PLASMA SUPPLY AGREEMENT (this "Agreement"), effective January 3, 2006 is made by Omrix Biopharmaceutical, Ltd., an Israeli company, with its principal place of business located at MDA Blood Center, Tel...Plasma Supply Agreement • December 4th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
Exh. 10.7 Amendment No. 1 to Distribution and Supply Agreement This Amendment No. 1, dated as of July 15, 2004, by and between Omrix Biopharmaceuticals, Inc., a corporation organized under the laws of Delaware ("Omrix"), and Ethicon, Inc., a...Distribution and Supply Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • New York
SUPPLY AGREEMENTSupply Agreement • January 18th, 2006 • Omrix Biopharmaceuticals, Inc.
LEASE RCPI LANDMARK PROPERTIES, L.L.C., a Delaware limited liability company Landlord and OMRIX BIOPHARMACEUTICALS INC., a Delaware corporation Tenant for Rockefeller Center 630 Fifth Avenue New York, New York September 19, 2006Lease Agreement • March 17th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
THIS LEASE is made as of the ___ day of ___, 2006 (“Effective Date”), between RCPI LANDMARK PROPERTIES, L.L.C. (“Landlord”), a Delaware limited liability company, and OMRIX BIOPHARMACEUTICALS INC. (“Tenant”), a Delaware corporation.
Exhibit 10.23 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made, entered into and effective as of the 20th day of March, 2006 between Omrix Biopharmaceuticals, Inc., a Delaware corporation having registered offices in Wilmington,...Employment Agreement • March 24th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 6th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
EMPLOYMENT AGREEMENT (the “Agreement”) dated October 20, 2008 by and between Omrix Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), and V. Marc Droppert (the “Executive”).
AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, BINDER MERGER SUB, INC., and OMRIX BIOPHARMACEUTICALS, INC. November 23, 2008Merger Agreement • November 25th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of November 23, 2008 (this “Agreement”), by and among Omrix Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), Johnson & Johnson, a New Jersey corporation (“Parent”), and Binder Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Sub”).
Omrix Biopharmaceuticals, Inc. 1120 Avenue of the Americas 4th Floor New York, NY 100036Employment Agreement Amendment • November 25th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This letter agreement is in reference to the employment agreement between you and Omrix Biopharmaceuticals, Inc. (the “Company”), dated as of the 20th day of March 2006 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Whitewater Acquisition Corp., a wholly-owned subsidiary of Parent (“Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that provi
Omrix Biopharmaceuticals, Inc. 1120 Avenue of the Americas 4th Floor New York, NY 10036Retention Agreement • November 25th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
This letter agreement is in reference to the employment agreement between you and Omrix Biopharmaceuticals, Inc. (the “Company”), dated as of January 1, 2008 (the “Employment Agreement”). As you know, Johnson & Johnson, a New Jersey corporation (“Parent”), Whitewater Acquisition Corp., a wholly owned subsidiary of Parent (“Sub”), and the Company propose to enter into a merger agreement (the “Merger Agreement”) that will (subject to the satisfaction of the terms and conditions of the Merger Agreement) result in the Company becoming wholly-owned by Parent upon the Closing (as defined in the Merger Agreement) as a result of the Merger (as defined in the Merger Agreement). As a condition to the willingness of Parent and Sub to enter into the Merger Agreement, Parent has requested that you enter into this letter agreement setting forth certain modifications to your rights and obligations under the Employment Agreement and any other agreement between you and the Company that provides for sev
GUARANTY (Omrix Biopharmaceuticals, S.A.)Guaranty • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • California
B E T W E E NLease and Operation Agreement • April 7th, 2006 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances)
Exhibit 4.10 THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES...Common Stock Purchase Warrant • January 18th, 2006 • Omrix Biopharmaceuticals, Inc. • Delaware
NONDISCLOSURE AGREEMENT Disclosing Party: Omrix Biopharmaceuticals, Inc. Recipient: Ethicon, Inc.Non-Disclosure Agreement • November 26th, 2008 • Omrix Biopharmaceuticals, Inc. • Biological products, (no disgnostic substances) • New York
This NONDISCLOSURE AGREEMENT (this “Agreement”) is made effective as of the 1st day of August, 2008, by and between Omrix Biopharmaceuticals, Inc. (the “Company”) and Ethicon, Inc. (the “Recipient”) to assure the protection and preservation of the confidential and/or proprietary nature of information to be disclosed to the Recipient by the Company.
