ANCHIANO THERAPEUTICS LTD. AND THE BANK OF NEW YORK MELLONDeposit Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • New York
DEPOSIT AGREEMENT dated as of February 14, 2019 among ANCHIANO THERAPEUTICS LTD., a company incorporated under the laws of Israel (herein called the Company), THE BANK OF NEW YORK MELLON, 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.
indemnification agreementIndemnification Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
THIS INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of __________, 2021, is entered into by and between Anchiano Therapeutics Ltd., an Israeli company whose address is __________________________ (the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature page hereto officer (the “Indemnitee”).
FORM OF SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
This Shareholder Support Agreement, dated as of December 14, 2020 (this “Agreement”), is entered into by and among Chemomab Ltd., an Israeli limited company (the “Company”) each of the shareholders of Anchiano Therapeutics Ltd. (“Parent”) listed on Schedule I hereto (the “Shareholders”) and solely for purposes of Section 4.7, Parent.
WARRANT TO PURCHASE ORDINARY SHARES REPRESENTED BY AMERICAN DEPOSITARY SHARES ANCHIANO THERAPEUTICS LTD.Anchiano Therapeutics Ltd. • January 13th, 2021 • 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 after the Closing Date (as such term is defined therein) (the “Initial Exercise Date”) of that certain Agreement and Plan of Merger, by and among Anchiano Therapeutics Ltd. (the “Company”), CMB Acquisition Ltd. and Chemomab Ltd. (“Chemomab”) (the “Merger Agreement”) and on or prior to the close of business on the fifth year anniversary of the Initial Exercise Date (the “Termination Date”, and such period between the Initial Exercise Date and the Termination Date, the “Exercise Period”), but not thereafter, to subscribe for and purchase from the Company, up to such number of ordinary shares, no par value (“Ordinary Shares”), represented by American Depositary Shares (“ADSs”), which is the
COLLABORATION AND LICENSE AGREEMENTCollaboration and License Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • New York
THIS COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of September 13, 2019 (the “Effective Date”) by and between ADT PHARMACEUTICALS, LLC, a company organized and existing under the laws of Delaware and having offices at 31691 Shoal Water Dr. Orange Beach, Alabama 36561 (“ADT”) and ANCHIANO THERAPEUTICS, INC., a company organized under the laws of Delaware and having offices at One Kendall Square, Building 500, Suite 6-106, Cambridge, MA (“Anchiano”). ADT and Anchiano are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Lock-Up Agreement December 14, 2020Lock-Up Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
The undersigned shareholder of either the Parent or the Company (as the case may be) (the “Shareholder”) understands that: (i) Anchiano Therapeutics Ltd., an Israeli limited company (“Parent”),has entered into an Agreement and Plan of Merger, dated as of December 14, 2020 (the “Merger Agreement”), with Chemomab Ltd., an Israeli limited company (the “Company”) and CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation; and (ii) in connection with the Merger, shareholders of the Company will receive Parent ADSs, each representing five (5) ordinary shares, with no par value, of Parent (“Parent Ordinary Shares”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger A
ANCHIANO THERAPEUTICS LTD./ CHEMOMAB LTD. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of this __ day of December 2020, with effectiveness as of the Effective Date (as defined below), by and among (i) Anchiano Therapeutics Ltd., an Israeli company, which will change its name to Chemomab Therapeutics Ltd. upon the Effective Date (the “Company”), (ii) each person or entity listed on Schedule A hereto (the “Shareholders”) who will hold, as of the Effective Date, the Company’s ordinary shares, no par value each (“Ordinary Shares“), in the form of American Depositary Shares (each, an “ADS”), which represent Ordinary Shares at a ratio of one (1) ADS per five (5) Ordinary Shares, and (iii) Adi Mor and Kobi George (the “Founders”).
Anchiano Therapeutics Ltd.Anchiano Therapeutics Ltd. • January 13th, 2021 • Pharmaceutical preparations
This letter confirms our agreement and undertaking that subject to and following the initial public offering of American Depositary Receipts representing ordinary shares of Anchiano Therapeutics Ltd. (the “Company”) on the Nasdaq Global Market, Clal Biotechnology Industries Ltd. (the “Shareholder”) shall be entitled to the information rights set forth in this letter agreement (this “Agreement”), subject to the terms set forth herein.
employment agreementEmployment Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
This Employment Agreement (the “Agreement”) is entered into by and between ChemomAb Ltd. with its principal place of business at Kiryat Atidim, Building 7, Tel-Aviv, Israel (the “Company”) and Arnoa Aharon, whose address is at Yavne 12, Tel-Aviv, Israel (the “Executive”).
EMPLOYMENT AGREEMENT1Employment Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into on this 25th day of April, 2013, by and between ChemomAB Ltd., a company organized under the laws of the State of Israel (the "Company") and Adi Mor George, Israeli I.D No. 043017318, residing at 9 Mizan St., Tel-Aviv, Israel (the "Employee"). The Company and Employee shall be sometimes referred to each as a "Party" and collectively as the "Parties".
EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
This license agreement ("Agreement") is made effective this 1st day of December, 2011 ("Effective Date"), by and between the Medical Research, Infrastructure, Health Services Fund of the Tel-Aviv Souraski Medical Center, a not for profit corporation (Amuta) duly incorporated under the laws of the State of Israel with offices at 6 Weizmann Street. Tel Aviv 64239, Israel (the "Fund"), of the one hand, and ChemomAb Ltd., a corporation dully incorporated under the laws of the State of Israel having its registered office at 5 Azrieli Center Tel Aviv, c/o Horn &Co, Law Offices ("Licensee"), of the other hand.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations
THIS AGREEMENT AND PLAN OF MERGER (together with its exhibits and schedules, this “Agreement”) is made and entered into as of December 14, 2020, by and among Anchiano Therapeutics Ltd., an Israeli limited company (“Parent”), CMB Acquisition Ltd., an Israeli limited company and wholly-owned subsidiary of Parent (“Merger Sub”), and Chemomab Ltd., an Israeli limited company (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CHEF1 NON-EXCLUSIVE LICENSE AGREEMENTNon-Exclusive License Agreement • January 13th, 2021 • Anchiano Therapeutics Ltd. • Pharmaceutical preparations • London
This CHEF1 non-exclusive license agreement (“Agreement”), effective as of 7th June 2015 (“Effective Date”), is made by and between CMC ICOS Biologics, Inc., a Washington corporation having its principal offices at 22021 20th Avenue S.E., Bothell, WA 98021 (“CMC ICOS”), and ChemoMab Ltd. an Israeli corporation having its principal offices at 6 Hanehoshet St. Tel Aviv, Israel (“Licensee”).
