Galmed Pharmaceuticals Ltd. Sample Contracts
GALMED PHARMACEUTICALS Ltd. Ordinary Shares (par value NIS 0.01 per share) SALES AGREEMENTSales Agreement • March 26th, 2021 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
Galmed Pharmaceuticals Ltd., a corporation formed under the laws of the State of Israel (the “Company”) confirms its agreement with Cantor Fitzgerald & Co. and Canaccord Genuity LLC (together, the “Agents,” and each individually an “Agent”) (as such agreement may be amended from time to time, this “Agreement”) with the Agents as follows:
Standard Contracts
GALMED PHARMACEUTICALS LTD. and VSTOCK TRANSFER, LLC, as Warrant Agent Warrant Agency Agreement Dated as of [ ], 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • July 13th, 2023 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
WARRANT AGENCY AGREEMENT, dated as of [ ], 2023 (“Agreement”), between Galmed Pharmaceuticals Ltd., a corporation organized under the laws of Israel (the “Company”), and VStock Transfer, LLC (“Vstock”), (collectively, the “Warrant Agent”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • July 18th, 2023 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 12th, 2023 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of _______, 2023, between Galmed Pharmaceuticals, a company incorporated 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 • July 18th, 2023 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 14, 2023, between Galmed Pharmaceuticals, a company incorporated 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”).
STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • August 30th, 2024 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of August 30, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”), and GALMED PHARMACEUTICALS LTD., a company incorporated under the laws of Israel (the “Company”).
Galmed Pharmaceuticals Ltd. Ordinary Shares (NIS 1.80 par value per share) Capital on Demand™ Sales AgreementCapital on Demand Sales Agreement • November 14th, 2024 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
Galmed Pharmaceuticals Ltd., a company organized under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with JonesTrading Institutional Services LLC (the “Agent”), as follows:
GALMED PHARMACEUTICALS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • March 13th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
The undersigned, Galmed Pharmaceuticals Ltd., a company incorporated under the laws of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”, the “Underwriters” and each an “Underwriter”), to sell and issue to the Underwriters an aggregate of 2,837,400 ordinary shares, NIS 0.01 nominal par value per share (the “Shares”), of the Company (“Ordinary Shares”). The offering and sale of the securities contemplated by this Agreement is referred to herein as the “Offering.”
GALMED PHARMACEUTICALS LTD. UNDERWRITING AGREEMENTUnderwriting Agreement • February 28th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
The undersigned, Galmed Pharmaceuticals Ltd., a company incorporated under the laws of Israel (the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, for whom Maxim Group LLC is acting as representative (in such capacity, the “Representative”, the “Underwriters” and each an “Underwriter”), to sell and issue to the Underwriters an aggregate of [●] ordinary shares, NIS 0.01 par value per share (the “Shares”), of the Company (“Ordinary Shares”). The offering and sale of the securities contemplated by this Agreement is referred to herein as the “Offering.”
2,197,803 Shares Galmed Pharmaceuticals Ltd. Ordinary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
Galmed Pharmaceuticals Ltd., a corporation organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), an aggregate of 2,197,803 ordinary shares of the Company, par value NIS 0.01 per share (the “Ordinary Shares”). The 2,197,803 Ordinary Shares to be sold by the Company are called the “Firm Shares”. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 329,670 Ordinary Shares (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter referred to collectively as the “Shares”.
WARRANT TO PURCHASE ORDINARY SHARES GALMED PHARMACEUTICALS LTD.Warrant to Purchase Ordinary Shares • July 18th, 2023 • Galmed Pharmaceuticals 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20__ (the “Termination Date”) but not thereafter, to subscribe for and purchase from Galmed Pharmaceuticals Ltd., a company incorporated under the laws of Israel (the “Company”), up to ______ ordinary shares, par value NIS 0.15 per share (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). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole regist
PRE-FUNDED WARRANT TO PURCHASE ORDINARY SHARES GALMED PHARMACEUTICALS LTD.Pre-Funded Warrant Agreement • July 12th, 2023 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
THIS PRE-FUNDED WARRANTS 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 date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Galmed Pharmaceuticals Ltd., a company incorporated under the laws 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 • August 7th, 2017 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2017, between Galmed Pharmaceuticals Ltd., a company organized under the laws of 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”).
AGREEMENTAgreement • December 31st, 2013 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
WHEREAS: Professor Tuvia Gilat (hereinafter “Prof. Gilat”) and Galmed have filed Originating Motion 552/01 in the Tel-Aviv-Yafo District Court against Aventis (“the Pending Proceedings”) in connection with the Invention (as that term is hereinafter defined); and
GALMED PHARMACEUTICALS Ltd. Ordinary Shares (par value NIS 0.01 per share) AT- THE-MARKET EQUITY OFFERING SALES AGREEMENTAt-the-Market Equity Offering Sales Agreement • December 22nd, 2017 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
Galmed Pharmaceuticals Ltd., a corporation formed under the laws of the State of Israel (the “Company”), confirms its agreement (this “Agreement”) with Stifel, Nicolaus & Company, Incorporated (the “Agent”), as follows:
PLACEMENT AGENT WARRANT TO PURCHASE ORDINARY SHARES GALMED PHARMACEUTICALS LTD.Placement Agent Warrant • July 12th, 2023 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
THIS PLACEMENT AGENT 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 date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on [_____], 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Galmed Pharmaceuticals Ltd., a company incorporated under the laws 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). This Warrant is issued pursuant to that certain Placement Agency Agreement, dated as of _______, 2023, by and between the Company and Maxim Group LLC.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 7th, 2017 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 3, 2017, between Galmed Pharmaceuticals Ltd., a company organized under the laws of 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”).
GALMED PHARMACEUTICALS LTD. REGISTRATION AND INFORMATION RIGHTS AGREEMENTRegistration and Information Rights Agreement • February 6th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
THIS REGISTRATION AND INFORMATION RIGHTS AGREEMENT (the "Agreement") is made as of the __ day of December 2013, by and among Galmed Pharmaceuticals Ltd., a company incorporated under the laws of the State of Israel (the "Company"), Shirat HaChaim Ltd., a company incorporated under the laws of the State of Israel (the “Lead Investor”), David & Debora Goldfarb and Medgal S.A. (the “Other Investors”), and G. Yarom Medical Research Ltd. (the “Major Holder”).
AMENDMENT TO EMPLOYMENT AGREEMENT Executed on August 1, 2019Employment Agreement • March 12th, 2020 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
This AMENDMENT TO THE EMPLOYMENT AGREEMENT (the “Amendment”) is entered into effect as of January 1, 2019 (the “Effective Date”) by and between Galmed Research and Development Ltd. (the “Company”), and Mr. Allen Baharaff, ID Number 059100818 (the “Executive”) (each, a “Party” and collectively, the “Parties”).
Memorandum of Understanding between Enterome Bioscience and Galmed Medical ResearchMemorandum of Understanding • December 31st, 2013 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
Pursuant to discussions recently held between our companies, Enterome Bioscience (hereinafter “Enterome”) and Galmed Medical Research (hereinafter “Galmed”) agree to explore opportunities to collaborate in the field of gut microbiota and metabolic disorders area by joining their efforts and respective expertise for the development of biomarkers and patients stratification tools.
SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 6th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
THIS SHARE TRANSFER AGREEMENT (this "Transfer Agreement"), dated as of this 2nd day of February, 2014 is by and among Galmed Holdings Inc., a company incorporated under the laws of the British Virgin Islands (the "Transferor") and Galmed Pharmaceuticals Ltd., a company incorporated under the laws of the state of Israel (the "Transferee").
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • February 6th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
This Personal Employment Agreement (“Agreement”) is entered into this 23 day of December, 2013, by and between Galmed Medical Research Ltd., reg. no. 513006841, a company organized under the laws of the State of Israel, having its principal office at Amot Mishpat Bldg. 12th floor, 8 Shaul Ha’ melech Blvd. Tel Aviv, Israel (the “Company”) and Dr. Maya Halpern, Israeli I.D. Number: 1648788-6, Address: KFA TAVOR (the “Employee”).
SHARE TRANSFER AGREEMENTShare Transfer Agreement • February 6th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
THIS Share Transfer AGREEMENT (this "Transfer Agreement"), dated as of this 2nd day of February, 2014 is by and among Galmed 2000 Inc., a company incorporated under the laws of the British Virgin Islands (the "Transferor") and Galmed Pharmaceuticals Ltd., a company incorporated under the laws of the state of Israel (the "Transferee").
Development and Manufacturing Services AgreementDevelopment and Manufacturing Services Agreement • March 31st, 2015 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
This Development and Manufacturing Services Agreement (the "Agreement") is made and entered into as of January 26, 2015 (the “Effective Date”) by and between Perrigo API Ltd., an Israeli company, having its principal offices at 29 Lehi Street, Bnei Brak 51200, Israel (“Perrigo”), Galmed Research and Development Ltd. an Israeli company having its principal offices at 8, Shaul Ha'Melech Blvd., Tel Aviv 6473307, Israel (“Galmed”). The parties identified above are sometimes hereinafter individually referred to as a “Party” and collectively as the “Parties”.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 6th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Assumption Agreement”), dated as of February 2, 2014 is by and among Galmed International Limited, a company incorporated under the laws of Malta (the “Assignor”) and Galmed Research and Development Ltd., a company incorporated under the laws of the state of Israel (the “Assignee”).
EQUIPMENT PURCHASE AGREEMENTEquipment Purchase Agreement • March 31st, 2015 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
This EQUIPMENT PURCHASE AGREEMENT (the “Agreement”), effective as of September 24th , 2014 (the “Effective Date”), is made by and between ITAMAR-MEDICAL LTD., a company organized under the laws of the State of Israel, having a place of business at 9 Halamish St., Industrial Park, Caesarea 38900, Israel, (“Itamar” or the “Company”), and GALMED RESEARCH AND DEVELOPMENT LTD., a company organized under the laws of the State of Israel with offices at 8, Shaul Hamelech Blvd., Tel Aviv 64733, Tel-Aviv, Israel (“Galmed”).
AMENDMENT TO STANDBY EQUITY PURCHASE AGREEMENTStandby Equity Purchase Agreement • October 21st, 2024 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
This AMENDMENT TO THE STANDBY EQUITY PURCHASE AGREEMENT, dated as of October 21, 2024 (this “Amendment”), is entered between GALMED PHARMACEUTICALS LTD., a company incorporated under the laws of Israel (“Company”), and YA II PN, LTD., a Cayman Islands exempt limited company (the “Investor”).
PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • February 6th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
This Personal Employment Agreement (“Agreement”) is entered into this 23 day of December 2013, by and between Galmed Medical Research Ltd., reg. no. 513006841, a company organized under the laws of the State of Israel, having its principal office at Amot Mishpat Bldg. 12th floor, 8 Shaul Ha’melech Blvd. Tel Aviv, Israel (the “Company”) and Allen Baharaff Israeli I.D. Number: 059100818. Address: 7 Hayutman Street Tel Aviv (the “Executive”).
Investigator-Initiated Clinical Trial AgreementClinical Trial Agreement • March 31st, 2015 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • California
This Clinical Trial Agreement (“Agreement”) is made and entered into effective as of the full execution hereof (“Effective Date”), by and between The Regents of the University of California, a California constitutional corporation, on behalf of its San Diego campus, located at 9500 Gilman Drive, La Jolla, CA 92093, California (“Institution”), and Galmed Research and Development Ltd., a private company having its principal place of business at 8, Shaul Hamelech Blvd., Tel Aviv, 6473307, Israel (“Company”), (each may be individually referred to as a “Party” and collectively, as “the Parties”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 4th, 2018 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of April 2, 2018, between Galmed Pharmaceuticals Ltd., a company organized under the laws of State of Israel (the “Company”), and the purchaser identified on the signature pages hereto (including its affiliates, successors and assigns, a “Purchaser”).
MHRA Agrees with Galmed’s Plan to use Aramchol meglumine in the Randomized Double-blind Placebo-Controlled Part of the Phase 3 ARMOR studyClinical Study Agreement • August 16th, 2021 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
- MHRA agreement follows similar agreement from the FDA which allows Galmed to proceed with its proposed clinical studies with Aramchol meglumine in lieu of Aramchol free acid without the need to repeat nonclinical and clinical studies
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • February 6th, 2014 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
THIS MEMORANDUM OF UNDERSTANDING is entered into on 27th day of November 2013 by and between [GALMED Pharmaceuticals Ltd. And affiliates], a company incorporated under the laws of Israel (“Galmed”) and Guangdong Xianqiang Pharmaceutical Co., Ltd., a limited company incorporated under the laws of the People’s Republic of China (“Xianqiang”).
AMENDMENT TO PERSONAL EMPLOYMENT AGREEMENTPersonal Employment Agreement • May 2nd, 2022 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
THIS AMENDMENT (the “Amendment”) to the Employment Agreement dated December 23, 2013 (the “Employment Agreement”) is entered into this 28 day of December, 2021 (the “Effective Date”), by and between Galmed Research and Development Ltd., having its place of business at 16 Tiomkin Street, Tel Aviv, 6578317, Israel (the “Company”), and Allen Baharaff, I.D. No 059100818, residing at 7 Hayotman St. Tel Aviv, Israel, Israel (the “Executive”).
ContractLease Agreement • March 23rd, 2017 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
English summary of Principal Terms of Lease Agreement, dated March 22, 2015, by and between Mintz K. Construction Company Ltd. (the “Landlord”), as landlord, and Galmed Research and Development Ltd. (the “Company”), as tenant (the “Lease”).
AMENDMENT NO. 1 TO THE EMPLOYMENT AGREEMENT Executed on this 10 day of July, 2017Employment Agreement • March 13th, 2018 • Galmed Pharmaceuticals Ltd. • Pharmaceutical preparations
THIS AMENDMENT (the “Amendment”) to the Employment Agreement dated 23 December, 2013 (the “Employment Agreement”) is entered into this 1 day of January, 2017 (the “Effective Date”), by and between Galmed Research and Development Ltd., private company number 514983196 having its place of business at Tiomkin 16, Tel-Aviv 6578317, Israel (the “Company”), and Mr. Allen Baharaff, I.D. No 059100818, residing at 7 Hayutman Street, Tel-Aviv, Israel (the “Executive”).
