SUBSCRIPTION AGREEMENT COMMON STOCK DENALI CONCRETE MANAGEMENT INC.Subscription Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • Nevada
EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment and Non-Competition Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • Tel-Aviv
This Employment Agreement (“Agreement”) dated February 22, 2011, effective as of an employment starting date to be decided between the parties and that will occur not later than March 20, 2011 (“Effective Date”), by and between Can-Fite Biopharma Ltd., an Israeli company with its principal offices in 10 Bareket Street, Petach Tikva, Israel, (the “Company”), and Barak Singer (I.D. Number: 029092509), an individual whose address is 23 Yeshoron Street, Hod Hasharon, Israel (the “Employee”).
DENALI CONCRETE MANAGEMENT, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of November 21, 2011 by and between Denali Concrete Management, Inc., a Nevada corporation (the “Company”) and Can-Fite Biopharma Ltd. (“Can-Fite”).
LICENSE AGREEMENTLicense Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This License Agreement (this “Agreement”), dated November 21, 2011 (the “Effective Date”), is made by and between CAN-FITE Biopharma Ltd., a public company incorporated under the laws of the State of Israel (“CANFITE”), and Eye-Fite Ltd., a private company incorporated under the laws of the State of Israel (“EYEFITE”). CANFITE and EYEFITE are sometimes hereinafter referred to each as a “Party” and collectively as the “Parties.”
SERVICES AGREEMENTServices Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
THIS SERVICES AGREEMENT (the “Agreement”) made as of this 21 day of November, 2011 (the “Effective Date”) by and between CAN-FITE BIOPHARMA LTD., an Israeli-registered public company whose principal place of business is located at 10 Bareket Street, Petach Tikva, Israel ( “CanFite”), DENALI CONCRETE MANAGEMENT INC., a Nevada-registered company, whose principal place of business is located at 123 West Nye Lane, Suite 129, Carson City, NV 89706 (“Denali”), USA and its wholly owned subsidiary, EYEFITE LTD., an Israeli-registered private company whose principal place of business is located at 12 Abba Hillel Silver, Ramat Gan 52506, Israel (“EyeFite”; Denali and EyeFite collectively, the “Company”)
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT—EXCLUSIVE COVER PAGEPatent License Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • District of Columbia
This Patent License Agreement, hereinafter referred to as the “Agreement”, consists of this Cover Page, an attached Agreement, a Signature Page, Appendix A (List of Patent(s) and/or Patent Application(s)), Appendix B (Fields of Use and Territory), Appendix C (Royalties), Appendix D (Modifications), Appendix E (Benchmarks), and Appendix F (Commercial Development Plan). The Parties to this Agreement are:
NATIONAL INSTITUTES OF HEALTH SECOND AMENDMENT TO L-249-2001/0Second Amendment • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This is the second amendment (“Second Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) or within the Department of Health and Human Services (“HHS”), and Can-Fite BioPharma, Ltd. having an effective date of January 29, 2003 and having NIH Reference Number L-249-2000/0, as amended by the first amendment to the agreement, having an effective date of August 15,2005, and having NIH reference Number L-249-2000/1 (“First Amendment”) (hereinafter collectively referred to as the “Agreement”). This Second Amendment, having NIH Reference Number L-249-2001/2, is made between the NIH through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Can-Fite BioPharma, Ltd. (“Can-Fite”), having an office at 10 Bareket Street, Kiryat Matalon, P.O.Box 7537, Petach Tikva 49170, Israel, the (“Licensee”). This second Amendment includes, in addition to the amendments made below, 1) a S
CONSULTING AGREEMENTConsulting Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
CONSULTING AGREEMENT (the “Agreement”), dated as of September 27, 2005, by and between CAN-FITE BIOPHARMA LTD., an Israeli Company, whose address is 10 Bareket Street, Petach Tikva, Israel (the “Company”), and BioStrategics Consulting Ltd through its President, Dr. Michael H. Silverman, whose place of business is 9 Elizabeth Road, Marblehead, MA, USA (the “CONSULTANT”).
STRICTLY PRIVATE AND CONFIDENTIAL AGREEMENTStrictly Private and Confidential • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Agreement (“Agreement”) is entered into and signed as of November 21, 2011, by and between Can-Fite Biopharma Ltd., an Israeli corporation, of 10 Bareket Street, Petach Tikva, Israel (“Can-Fite”), for the first part; and Denali Concrete Management, Inc., a Nevada corporation, of 123 W. Nye Lane, Suite 129 Carson City, NV 89706 (“Denali”), for the second part. Can-Fite and Denali may be referred to herein individually as a “Party” or collectively as the “Parties”.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This Memorandum of Understanding is entered into on January 19, 2010 between Can-Fite Bio-Pharma Ltd., a biopharmaceutical company incorporated in Israel with principal place of business at 10 Bareket Street, Petach Tikva, Israel (hereinafter referred to as “Can-Fite”), and Morningside Asia Venture (HK) Limited, a company incorporated in Hong Kong, whose registered office is situated at 22/F, Hang Lung Centre, 2-20 Paterson Street, Causeway Bay, Hong Kong (“Morningside”).
REPRESENTATIVE AGREEMENTNon Disclosure Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This Agreement (the “Agreement”) entered into on the 22nd day of September, 2006 by and between Can-Fite BioPharma, Ltd., having its principal place of business at 10 Bareket St. Petach Tikva, Israel (the “Company”), and Fuji Techno Interface Ltd., a company organized under the laws of the State of Japan, having its principal place of business at Kioicho Hills lF, 3-32 Kioicho Chiyoda –ku, Tokyo 102-0094, Japan (the “Representative”).
LICENSE AGREEMENTLicense Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • New York
This License Agreement (this “Agreement”), dated as of December 14, 2008 (the “Effective Date”), is made by and between Kwang Dong Pharmaceutical Co., Ltd. of Seoul, Korea (herein: “KDP”) and Can-Fite Biopharma, Ltd of Petach-Tikva, Israel (herein: “Can-Fite”). KDP and Can-Fite may be referred to herein individually as a “Party” and jointly as the “Parties.”
RE: Reimbursement for the Costs of the Clinical TrialCan-Fite BioPharma Ltd. • April 15th, 2013 • Pharmaceutical preparations
Further to the Service Agreement entered into between Can Fite Biopharma Ltd. (“Canfite”), Eyefite Ltd. and OphthaliX Inc. (Eyefite Ltd. and OphthaliX Inc. shall be collectively referred herein as the “Company”) dated November 22, 2011 (the “Agreement”), Canfite hereby agrees to defer receiving payments owed under the Agreement from January 31, 2013 for the performance of the clinical trials of CF101 in ophthalmic indications until the completion of a fundraising in the Company (or any other financing of the Company by way of joint venture, out-licensing or any other collaboration) (the ” Financing”). In any event, upon the occurrence of such Financing, Canfite will not require the payment of any outstanding balance, in excess of the available cash of the Company after the fulfillment of its obligations to other creditors at that time. Any such deferred payments shall bear interest at a rate of 3% per annum from the due date of each invoice issued by Can-Fite to OphthaliX or EyeFite un
Master Services Agreement Accellient Partners LLCMaster Services Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations • Massachusetts
Effective 10 May 2010 (the "Effective Date"), Accellient Partners, LLC, (“ACCELLIENT PARTNERS”) located at 1000 Winter St., Suite 2000, Waltham, MA 02451 and Canfite BioPharma Ltd. (“CLIENT”) located at 10 Bareket Street, Petach-Tivka, 49170, Israel, seek to enter into an agreement whereby ACCELLIENT PARTNERS shall provide consulting and project management services to CLIENT.
LICENCE AGREEMENTLicence Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
SERVICE MANAGEMENT AGREEMENTService Management Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
THIS AGREEMENT is between Can-Fite Biopharma Ltd., an Israeli company, whose address is 10 Bareket Street, Petach Tikva, Israel (the “Company”) and F.D. Consulting International and Marketing Ltd., an Israeli company, whose address is City Gate Building, Ben Gurion Street, Herzliya, Israel. (“Manager”), for services as hereinafter provided is entered as of June 27 2002 (“Effective Date”).
AMENDMENT TO THE EMPLOYMENT AND NON-COMPETITION AGREEMENTEmployment Agreement • April 15th, 2013 • Can-Fite BioPharma Ltd. • Pharmaceutical preparations
This amendment to the Employment Agreement (the “Amendment”) dated February 22, 2011 (the “Employment Agreement”), between Can-Fite Biopharma Ltd., an Israeli company with its principal offices in 10 Bareket Street, Petach Tikva, Israel, (the “Company”), and Barak Singer (I.D. Number: 029092509), an individual whose address is 23 Yeshoron Street, Hod Hasharon, Israel (the “Employee”). This Amendment shall be effective on February 28, 2013.
BioPharma Ltd.Can-Fite BioPharma Ltd. • April 15th, 2013 • Pharmaceutical preparations
COMMON STOCK PURCHASE WARRANT DENALI CONCRETE MANAGEMENT, INC. (A NEVADA CORPORATION)Can-Fite BioPharma Ltd. • April 15th, 2013 • Pharmaceutical preparations
This certifies that for value received, CANFITE BIOPHARMA LTD. or registered assigns (the “Registered Owner”), is the owner of one million two hundred and seventy-six thousand, three hundred and sixteen (1,267,316) common stock purchase warrants (the “Warrants”), each of which Warrants entitles the Registered Owner to purchase at any time from such time as the share capital of Denali Concrete Management, Inc., a Nevada corporation (the “Company”) is increased to not less than 100,000,000 registered shares and until 5:00 P.M. EST Time on November 20, 2016, (the “Exercise Period”) one fully paid and non-assessable share of common stock, par value $0.001 per share (the “Common Stock”), of the Company, upon payment of one United States Dollar and seventy-two cents ($1. 72) per share (the “Exercise Price”); provided, however, that the number of shares of the Common Stock purchasable upon exercise of each Warrant may be increased or reduced and the Exercise Price adjusted in the event of cer
PUBLIC HEALTH SERVICE FIRST AMENDMENT TO EXCLUSIVE PATENT LICENSE AGREEMENT - L-249-2001/0 AMENDMENT L-249-2001/1Can-Fite BioPharma Ltd. • April 15th, 2013 • Pharmaceutical preparations
This Amendment, L-249-2001/1, (“First Amendment”) of the Exclusive Patent License L-249-2001/0 (“Agreement”) is made between the National Institutes of Health (“NTH”), the Centers for Disease Control and Prevention (“CDC”), or the Food and Drug Administration (“FDA”), hereinafter singly or collectively referred to as (“PHS”), agencies of the United States Public Health Service within the Department of Health and Human Services (“DHHS”) through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A. and Can-Fite BioPharma, Ltd. having offices at the address indicated on the Signature Page, hereinafter referred to as “Licensee”.
