REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 11th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September __, 2017, between Rosetta Genomics Ltd., an Israeli corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 11th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of September 28, 2017, between Rosetta Genomics Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
ROSETTA GENOMICS LTD. Ordinary Shares (par value NIS 0.6 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • February 18th, 2015 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
Rosetta Genomics Ltd., a corporation formed under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 16th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2017, between Rosetta Genomics Ltd., an Israeli company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • October 11th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of October 2, 2017 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Rosetta Genomics Ltd., an Israeli corporation (the “Company”) and the Purchasers.
CONFIDENTIALPlacement Agent Agreement • January 14th, 2010 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
ORDINARY SHARE PURCHASE WARRANT ROSETTA GENOMICS LTD.Security Agreement • October 11th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations
THIS ORDINARY SHARE PURCHASE WARRANT (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 2, 2017 (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rosetta Genomics Ltd., an Israeli corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Ordinary Shares, NIS 7.2 par value (the “Ordinary Share(s)”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is issued pursuant to the Engagement Agreement, dated September 27, 2017, between the Company and H.C. Wainwright & Co., LLC.
WARRANT TO PURCHASE ORDINARY SHARES ROSETTA GENOMICS LTD.Warrant Agreement • August 16th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
THIS WARRANT TO PURCHASE ORDINARY 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 Authorized Shares Increase Date (the “Initial Exercise Date”) and on or prior to 5:00 PM New York City time on the fifth anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rosetta Genomics Ltd., an Israeli company (the “Company”), up to 649,635 Ordinary Shares, NIS 7.2 par value (the “Ordinary Share(s)”) (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
PLACEMENT AGENCY AGREEMENT May 24, 2012Placement Agency Agreement • May 25th, 2012 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 14th, 2010 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 13, 2010, between Rosetta Genomics Ltd., a company organized under the laws of the State 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 • October 14th, 2011 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 13, 2011, between Rosetta Genomics Ltd., a company organized under the laws of the State 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”).
Rosetta Genomics Ltd. 3,750,000 Ordinary Shares* Underwriting AgreementUnderwriting Agreement • January 23rd, 2007 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
CONVERTIBLE DEBENTURE DUE OCTOBER 2, 2047Convertible Security Agreement • October 11th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
THIS CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued Convertible Debentures of Rosetta Genomics Ltd., an Israeli corporation (the “Company”), having its principal place of business at 10 Plaut Street, Science Park, Rehovot 76706, Israel, designated as its Convertible Debenture due October 2, 2047 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 28th, 2017 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July [__, 2017, between Rosetta Genomics Ltd., an Israeli company (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 • April 16th, 2012 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 12, 2012 between Rosetta Genomics Ltd., an Israeli corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 3rd, 2012 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
Purchase Option AgreementPurchase Option Agreement • August 2nd, 2012 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE COMMENCEMENT DATE (AS DEFINED BELOW) AND IS VOID AFTER 5:00 P.M., EASTERN TIME, [____________], 2017.
SERIES A ORDINARY SHARES PURCHASE WARRANT ROSETTA GENOMICS LTD.Security Agreement • October 14th, 2011 • Rosetta Genomics Ltd. • Pharmaceutical preparations
THIS SERIES A ORDINARY SHARES PURCHASE WARRANT (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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rosetta Genomics Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ Ordinary Shares (as subject to adjustment hereunder, the “Warrant Shares”). The purchase price of one Ordinary Share under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 18th, 2011 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 16, 2011, between Rosetta Genomics Ltd., a company organized under the laws of the State 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”).
ORDINARY SHARES PURCHASE WARRANT ROSETTA GENOMICS LTD.Ordinary Shares Purchase Warrant • February 18th, 2011 • Rosetta Genomics Ltd. • Pharmaceutical preparations
THIS ORDINARY SHARES PURCHASE WARRANT (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 date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Rosetta Genomics Ltd., a company organized under the laws of the State of Israel (the “Company”), up to ______ (the “Warrant Shares”) of the Company’s Ordinary Shares, NIS 0.01 par value per share (the “Ordinary Shares”) at the Exercise Price per Ordinary Share as set forth in Section 2(b) below.
FINDER FEE AGREEMENTFinder's Fee Agreement • September 1st, 2006 • Rosetta Genomics Ltd.
This agreement (the “Agreement”) is made as of this 7th day of April, 2005, by and between Glenrock Israel Ltd. of 85 Medinat Hayehudim St. Tower G, 8th Floor, Herzliya Pituach, Israel (the “Finder”); and Rosetta Genomics Ltd. of 10 Plaut Street, Jerusalem, Israel, (the “Company”).
CONFIDENTIAL Non-Exclusive License AgreementNon-Exclusive License Agreement • February 14th, 2007 • Rosetta Genomics Ltd. • Pharmaceutical preparations
This agreement (the “Agreement”) is by and between Max-Planck-Innovation GmbH, a German corporation having a principal place of business at Marstallstr. 8, 80539 Muenchen, Germany (“MI”), and Rosetta Genomics Ltd., an Israeli corporation having a principal place of business at 10 Plaut Street, Science Park, Rehovot 76706, Israel (“COMPANY”). This Agreement will become effective on December 22, 2006 (the “Effective Date”).
LICENSE AGREEMENTLicense Agreement • September 21st, 2006 • Rosetta Genomics Ltd. • Pharmaceutical preparations
At the Max-Planck-Institute for Biophysical Chemistry in Goettingen, an institute of the Max-Planck-Gesellschaft zur Foerderung der Wissenschaften e.V. (hereinafter “MPG“), a German non-profit scientific research organisation, Dr. Thomas Tuschl and other scientists of MPG have discovered certain microRNA sequences (internal GI file No. GI 2916 ZJE). MPG has filed certain MPG Patent Rights (as later defined herein) relating thereto.
REVISED CO-MARKETING AGREEMENTCo-Marketing Agreement • May 14th, 2013 • Rosetta Genomics Ltd. • Pharmaceutical preparations
This Revised Co-Marketing Agreement (the “Agreement”) dated October 11, 2012, and which has come into effect on 1 September, 2012 (the “Effective Date”) is by and between Rosetta Genomics Ltd., and its subsidiary, Rosetta Genomics Inc., a Delaware corporation, with offices at 3711 Market St., Suite 740, Philadelphia, PA 19104, USA (collectively, the “Company”) and Precision Therapeutics, Inc., a Delaware corporation with offices at 2516 Jane Street, Pittsburgh, PA 15203, USA (“Precision”).
EXCLUSIVE LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY ROSETTA GENOMICS LTD JHU Ref: # - 4950Exclusive License Agreement • September 21st, 2006 • Rosetta Genomics Ltd. • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Rosetta Genomics Ltd., an Israeli corporation having an address at 10 Plaut St. Rehovot (“Company”), with respect to the following:
AGREEMENT AND PLAN OF MERGER by and among: Genoptix, Inc., Stone MArger Sub Ltd., and ROSETTA GENOMICS LTD. Dated as of February 27, 2018Merger Agreement • March 13th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 27, 2018 (the “Agreement Date”), by and among Genoptix, Inc., a Delaware corporation (“Parent”), Stone Marger Sub Ltd., a company incorporated under the Laws of the State of Israel (“Merger Sub”), and Rosetta Genomics Ltd., a company incorporated under the Laws of the State of Israel (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 19th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations
This AMENDMENT NUMBER THREE TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of April 17, 2018 by and among ROSETTA GENOMICS INC., a Delaware corporation (“Borrower”), ROSETTA GENOMICS LTD., a company incorporated under the Laws of the State of Israel (“Rosetta” and, together with Borrower, each a “Guarantor” and collectively, jointly and severally the “Guarantors”; and together with Borrower, each a “Credit Party” and collectively, jointly and severally, the “Credit Parties”), and GENOPTIX, INC., as Lender (in such capacity, together with its successors and assigns, if any, in such capacity, “Lender”).
LICENSE AGREEMENT (the “Agreement”)License Agreement • September 21st, 2006 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
Ambion, Inc., a Delaware corporation having its principal office at 2130 Woodward St., Austin, Texas 78744, hereinafter “AMBION”. AMBION and ROSETTA may be referred to individually as the “Party” or collectively as the “Parties”.
RESEARCH AND LICENSE AGREEMENT (HVC)Research and License Agreement • September 21st, 2006 • Rosetta Genomics Ltd. • Pharmaceutical preparations
This agreement (the "Agreement") is made and entered into as of the 30 day of May, 2005 (the "Effective Date") by and between Rosetta Genomics Ltd., a private company registered under the laws of the State of Israel, of 10 Plaut Street, Science Park, Rehovot, Israel ("Rosetta") and Hadasit Medical Research Services and Development Ltd., a private company registered under the laws of the state of Israel, of Hadassah Medical Hospital, POB 12000, Jerusalem, Israel ("Hadasit").
The Rockefeller University License AgreementLicense Agreement • September 21st, 2006 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This Agreement (this “Agreement”) is between The Rockefeller University, a New York nonprofit corporation (“Rockefeller”), and Rosetta Genomics Ltd., an Israeli corporation (“Company”). This Agreement will become effective on May 4, 2006 (the “Effective Date”).
Research Collaboration AgreementResearch Collaboration Agreement • September 1st, 2006 • Rosetta Genomics Ltd.
This agreement (this “Agreement”) is made and entered into as of the 22 day of June, 2006 (the “Effective Date”) by and between Rosetta Genomics Ltd., a private company registered pursuant to the laws of the State of Israel, of 10 Plaut Street, Science Park, Rehovot, Israel (“Rosetta”) and Hadasit Medical Research Services and Development Ltd., a private company registered under the laws of the state of Israel, of Hadassah Medical Hospital, POB 12000, Jerusalem, Israel (“Hadasit”).
RESEARCH COLLABORATION AGREEMENTResearch Collaboration Agreement • September 1st, 2006 • Rosetta Genomics Ltd. • Delaware
THIS RESEARCH COLLABORATION AGREEMENT (this “Agreement”) is made and entered into effective as of January 31, 2006 (the “Effective Date”), by and between Rosetta Genomics, Ltd., a private company registered under the laws of the State of Israel (“Rosetta”), and Isis Pharmaceuticals, Inc., a Delaware corporation (“Isis”). Rosetta and Isis each may be referred to herein individually as a “Party,” or collectively as the “Parties.”
FIRST Amendment to air commercial real estate association standard industrial/commercial single-tenant lease --netAir Commercial Real Estate Association Standard Industrial/Commercial Single-Tenant Lease - Net • March 23rd, 2016 • Rosetta Genomics Ltd. • Pharmaceutical preparations • California
This First Amendment to the AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE - NET (this “Amendment”) is dated as of April 13, 2015 (the “Effective Date”) by and between Donna June Kitts Revocable Trust dated April 10, 2006 ("Lessor") and Cynogen Inc., a Delaware corporation (“Lessee”).
AMENDED AND RESTATED LICENSE AGREEMENT BETWEEN THE JOHNS HOPKINS UNIVERSITY ROSETTA GENOMICS LTD JHU Ref: A20281License Agreement • April 2nd, 2012 • Rosetta Genomics Ltd. • Pharmaceutical preparations • Maryland
THIS LICENSE AGREEMENT (the “Agreement”) is entered into by and between THE JOHNS HOPKINS UNIVERSITY, a Maryland corporation having an address at 3400 N. Charles Street, Baltimore, Maryland, 21218-2695 (“JHU”) and Rosetta Genomics Ltd., an Israeli corporation having an address at 10 Plaut St. Rehovot (“Company”), with respect to the following:
AMENDMENT NO. 2 TO EXPENSE REIMBURSEMENT WAIVER AGREEMENTExpense Reimbursement Waiver Agreement • April 19th, 2018 • Rosetta Genomics Ltd. • Pharmaceutical preparations • New York
This AMENDMENT NO. 2, dated as of April 17, 2018 (“Amendment No. 2”), to the Expense Reimbursement Waiver Agreement (as amended, the “Agreement”), dated as of February 27, 2018, by and between Rosetta Genomics Ltd., an Israeli corporation with a principal place of business at 10 Plaut Street, Science Park, Rehovot 76706, Israel (the “Company”) and Genoptix, Inc., a Delaware corporation with a principal place of business at 2131 Faraday Avenue, Carlsbad, California 92008 (“Parent”), is entered into by and between the Company and Parent. Capitalized terms used in this Amendment No. 2 and not otherwise defined herein shall have the meanings set forth in the Agreement.
