Second Supplement to the Employment Agreement of Dr. Yiftach RothEmployment Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus • Tel-Aviv
At the General Meeting of Shareholders of Brainsway Ltd. (the “Company”) that took place on April 5, 2011, it was resolved to approve an amendment to the terms of employment of Dr. Yiftach Roth, one of the Company’s directors, as the Company’s R&D manager, so that the employment agreement between Dr. Roth and the Company’s wholly-owned subsidiary, Brain Research and Development Services Ltd., shall be extended indefinitely, with each side being entitled to terminate the agreement upon 180 days prior written. All of the other terms of such employment agreement will remain unmodified.
EXCLUSIVE LICENSE, SUPPLY, SECRECY AND DISTRIBUTION AGREEMENT BETWEEN BRAINSWAY LTD. AND MEIZLER BIOPHARMA S.A.Exclusive License Marketing and Destribution Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus • London
THIS LICENSE MARKETING AND DESTRIBUTION AGREEMENT (this "Agreement") is made and entered into as of August 26, 2010 (“Effective Date”) between BRAINSWAY LTD., with its principal office located at 1st Floor, 19 Hartum Street, Har Hotzvim, Israel, being enrolled, before the Israeli Finance Ministry´s National Registry under nº 513443788, herein represented by its CEO Uzi Sofer ("Brainsway"), and MEIZLER BIOPHARMA S.A., with its principal office located at Alameda Juruá, 149, Alphaville, CEP.: 06455-010-Barueri, State Sao Paulo, Brasil, being enrolled, before the Brazilian Finance Ministry´s National Registry, of, Corporate Entities CNPJ under nº 64,711,500/0001-14, herein represented by its Chairman Mr. Abraham (Avi) Meizler, signing bellow, (hereinafter referred to as “Meizler”).
Second Supplement to the Employment Agreement of Uzi SoferEmployment Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
At the General Meeting of Shareholders of Brainsway Ltd. (the “Company”) that took place on April 5, 2011, it was resolved to approve an amendment to the terms of employment of Mr. Uzi Sofer, the Company’s CEO and a director, so that beginning as of March 1, 2011, the employment agreement between Mr. Sofer and Brain Research and Development Services Ltd. (the Company’s wholly-owned subsidiary) shall be extended indefinitely, with each side being entitled to terminate the agreement upon 180 days prior written notice. In addition, it was resolved to approve the increase in Mr. Sofer’s employment percentage to full-time employment. Accordingly, Mr. Sofer will be entitled to receive a gross monthly salary together with the addition of social benefits based on his existing employment agreement which, all together, will amount to NIS 112,500 per month (cost to the Company). Mr. Sofer will also be entitled to a vehicle (group 6) and a mobile phone at the Company’s expense, which taken togethe
EXTENSION TO CONSULTING AGREEMENTConsulting Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
Pursuant to the terms of the second paragraph of Appendix A to that certain Consulting Agreement, dated as of April 1, 2009 (effective as of May 1, 2006), by and between Brainsway, Inc., having its principal place of business at 19 Hartom Street, Jerusalem (the “Company”), and Professor Avraham Zangen (the “Consultant”) (the “Consulting Agreement”), the Company and Consultant hereby extend the term of the Consulting Agreement, effective from April 1, 2011 through December 31, 2011, subject to the right of either party to earlier terminate the Consulting Agreement pursuant to the terms of Section 5 thereof. Other than the termination date thereof, all other terms and conditions of the Consulting Agreement shall remain unmodified hereby and in full force and effect.
SECOND ADDENDUM AGREEMENT Dated: 18/1/2009 BY AND BETWEEN YEDA RESEARCH AND DEVELOPMENT COMPANY LTD. of P.O. Box 95, Rehovot 76100, Israel (hereinafter “Yeda”) and BRAINSWAY, INC. a company duly registered under the laws of the state of Delaware,...Second Addendum Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
WHEREAS Yeda and the Company are parties to a Research and Licence Agreement dated 2 June 2005 (the “R&L Agreement”); and WHEREAS The Research Period defined under the R&L Agreement commenced on 2 June 2005 and ended on 1 June 2008 (the “Original Research”); and WHEREAS an Additional Research was performed in parallel with the Original Research, between 1 June 2007 and until 31 May 2008, pursuant to the First Addendum Agreement, signed between the parties on 19.08.07 (the “First Addendum” and the “Parallel Research”) ; and WHEREAS the parties wish to extend the Parallel Research, in accordance with all terms and conditions set out herein below.
FOURTH ADDENDUM AGREEMENT Dated: 11.12. 2009 BY AND BETWEEN YEDA RESEARCH AND DEVELOPMENT COMPANY LTD. of P.O. Box 95, Rehovot 76100, Israel (hereinafter “Yeda”) and BRAINSWAY, INC. a company duly registered under the laws of the state of Delaware,...Fourth Addendum Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
WHEREAS Yeda and the Company are parties to a Research and Licence Agreement dated 2 June 2005 (the “R&L Agreement”); and WHEREAS The Research Period defined under the R&L Agreement commenced on 2 June 2005 and ended on 1 June 2008 (the “Original Research”); and WHEREAS an Additional Research was performed in parallel with the Original Research, between 1 June 2007 and until 31 May 2008, pursuant to the First Addendum Agreement, dated: 19.08.07 (the “First Addendum” and the “Parallel Research”, respectively); and WHEREAS the Parallel Research was extended by the First Extension Period, which commenced on 12 December, 2008 and ended on 20 April, 2009, under the Second Addendum Agreement, dated: 5 March, 2009 (the “Second Addendum” and the “First Extension”, respectively); and WHEREAS concurrently with this Fourth Addendum Agreement (“this Addendum”), the parties intend to enter into a Third Addendum Agreement which sets forth several understandings in regard to (inter alia) the “2005 Pa
RESEARCH AND LICENCE AGREEMENT Entered into on June 2, 2005 Between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of P O Box 95, Rehovot 76100, Israel (hereinafter, “Yeda”) and BRAINSWAY, INC. a...Research and Licence Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
WHEREAS: (A) the Company engages in the development and production of transcranial magnetic stimulation (“TMS”) apparatus and therapies for the treatment of depression, addictions and certain brain deficiencies and/or malfunctions; and (B) the Company is interested in the performance of research at the Weizmann Institute of Science (“the Institute”) under the supervision of Dr. Abraham Zangen (“the Scientist”) of the Department of Neurobiology in the field of depression, as specified in the research program attached hereto, marked Appendix A (“the Research Program” and “the Research”); and is willing, subject to and in accordance with the terms and conditions of this Agreement, to finance the performance of the Research in accordance with the budget attached hereto and marked Appendix B (“the Research Budget”); and
FIRST ADDENDUM AGREEMENT Dated: August 19, 2007 BY AND BETWEEN YEDA RESEARCH AND DEVELOPMENT COMPANY LTD. of P.O. Box 95, Rehovot 76100, Israel (hereinafter “Yeda”) and BRAINSWAY, INC.First Addendum Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
WHEREAS Yeda and the Company are parties to a Licence Agreement dated 2 June 2005 (the “Agreement”); and WHEREAS The Research Period defined under the Agreement commenced on 2 June 2005 and is scheduled to end on 1 June 2008; and WHEREAS without derogating from the Research Period and Budget, the parties wish to commence an additional research plan and budget for a period commencing on 1 June 2007 and ending on 31 May 2008 (the “Additional Research” and the “Additional Research Period”, respectively);
License AmendmentLicense Amendment • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
WHEREAS, the National Institutes of Health (“NIH”), on behalf of the Public Health Service (“PHS”) and the Department of Health and Human Services (“DHHS”), and Brainsway, Inc. (“Licensee”) entered into a license agreement (L-070-2003/0; the “Agreement”) effective August 10, 2003, relating to the Licensed Patent Rights which include DHHS Ref. No. E-223-2000/0-US-03: U.S. Patent Application Ser. No. 10/399,559; DHHS Ref.No. E-223-2000/0-CA-05: Canadian Patent Application Ser. No. 2,425,276; DHHS Ref. No. E-223-2000/0-AU-06; Australian Patent Application Ser. No. 2002229129; DHHS Ref. No. E-223-2000/0-EP-04: European Patent Application Ser. No. 01987684.6; DHHS Ref. No. E-223-2000/0-JP-07: Japanese Patent Application Ser. No. 2002-535740, DHHS Ref. No. E-223-2000/0-IL-08: Israeli Patent Application Ser. No. 155320; and DHHS Ref. No. E-223-2000/0-HK-09: Hong Kong Patent Application Ser. No. 03108947.4, all of which arc entitled “Coil For Magnetic Stimulation” and are national phase applic
THIRD ADDENDUM AGREEMENTThird Addendum Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
WHEREAS Yeda and the Company are parties to a Research and Licence Agreement dated 2 June 2005 (the “R&L Agreement”); and WHEREAS The Research defined under the R&L Agreement was extended by two Research extensions, pursuant to the First Addendum Agreement dated: August 19, 2007 and the Second Addendum Agreement, dated: March 5, 2009 (collectively, the “Extensions”); and WHEREAS the parties wish to define in this Third Addendum Agreement (“this Agreement”) the terms and conditions which shall apply (as between the parties) to the two inventions jointly developed by the parties (inter alia), and to set out certain provisions regarding royalties to be payable in respect of a particular Product, all as set out herein below.
RESEARCH AND DEVELOPMENT SERVICES AGREEMENTResearch and Development Services Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
WHEREAS, Service Provider is the fully-owned subsidiary of the Recipient; and WHEREAS, Recipient has been and is engaged in the research and development of transcranial magnetic stimulation apparatus and therapies for the treatment of depression, addictions and certain other brain deficiencies and/or malfunctions; and WHEREAS, Service Provider has been and is staffed with experienced personnel and was therefore selected to provide and co-ordinate a variety of services beneficial to Recipient, by drawing on its own resources as well as on those available from third parties; and WHEREAS, Recipient has received from the Service Provider certain R&D Services (as such term is defined below); and WHEREAS, the Service Provider declares that it had the knowledge, know-how, talents, skills, expertise and experience in order to perform the R&D Services; and WHEREAS, Service Provider has rendered to Recipient and Recipient has received the R&D Services for good and valuable consideration, all sub
PUBLIC HEALTH SERVICE PATENT LICENSE AGREEMENT— EXCLUSIVE COVER PAGEPublic Health Service • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus • 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:
MARKETING AND PROMOTION AGREEMENTMarketing and Promotion Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
THIS AGREEMENT (this "Agreement") is made and entered into as of June 16, 2009 between Brainsway Ltd., a corporation organized under the laws of Israel having a place of business at 1st Floor, 19 Hartum Street, Har Hotzvim, Israel ("Brainsway") and ATID (Advanced Technologies Innovation Distribution SRL), an Italian corporation having a place of business at Rome Via Dora 1 ("Distributor").
PUBLIC HEALTH SERVICE SECOND AMENDMENT TO L-070-2003/0Second Amendment • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
This is the second amendment (“Second Amendment”) of the agreement by and between the National Institutes of Health (“NIH”) 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 (“HHS”), and Brainsway, Inc. having an effective date of August 10, 2003 and having NIH Reference Number L-070-2003/0 (“Agreement”). This Second Amendment, having NIH Reference Number L-070-2003/2, is made between the PHS through the Office of Technology Transfer, NIH, having an address at 6011 Executive Boulevard, Suite 325, Rockville, Maryland 20852-3804, U.S.A., and Brainsway, Inc., having a correspondence address at 19 Hartum Street, Beit Binat Building, lst Floor, Har Hotzvim, Jerusalem, Israel, (“Licensee”). This Second Amendment includes, in addition to the amendments made below, 1) a Signature Page, 2) Attachment 1 (Shipping Information) and 3) Attachme
Re: Lease AgreementUnprotected Lease Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
Pursuant to the extension option granted to us in section 9(b) of the Lease Agreement dated November 7, 2007, we hereby notify you as to the extension of the lease until May 27, 2011.
FIRST AMENDMENT TO FOURTH ADDENDUM AGREEMENT Between YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED a company duly registered under the laws of Israel of PO Box 95, Rehovot 76100, Israel (hereinafter, “Yeda”) and BRAINSWAY, INC. a company duly...Fourth Addendum Agreement • April 11th, 2011 • Brainsway Ltd. • Surgical & medical instruments & apparatus
WHEREAS Yeda and the Company are parties to a Research and Licence Agreement dated 2 June 2005 (the “R&L Agreement”), as was amended by 4 consequent Addendum Agreements; and WHEREAS Yeda and the Company wish to amend the Fourth Addendum Agreement dated: 12 November, 2009 (the “Fourth Addendum”) by increasing the Second Extension Budget (as defined in the Fourth Addendum), as set forth below.
