CONVERTIBLE LOAN AGREEMENTConvertible Loan Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
DISTRIBUTION AGREEMENTDistribution Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
This Distribution Agreement (hereby: “Agreement”) is entered into on January 24, 2010 by and between, Nilimedix Ltd., based in 3 HaSadna Street, TIRAT HaKARMEL, ISRAEL (Including G-Sense Ltd. And Medx-set Ltd), represented by its VP Marketing and Business Development, (hereinafter: “Nilimedix” or “Company”); and Asesores en Tecnologia Medica Especializada, S. C. based in Tabasco 294-302, Col. Roma, Mexico, D. F. CP 06700 Mexico (hereinafter: “Distributor”) (for the purpose of this Agreement each of Nilimedix and the Distributor may sometimes be referred to as a “Party” and collectively the “Parties”)
AGREEMENTServices Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Translation from Hebrew] Voting AgreementVoting Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS, the parties are about to enter into an agreement to purchase 39,215,792 ordinary shares, par value NIS1 each of Arit System Ltd. (the “Shares” and the “Company”); and
INDEPENDENT CONTRACTOR ENGAGEMENT AGREEMENTIndependent Contractor Engagement Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Form of Share Conversion Agreement made and signed in on the day of the month of 2007Share Conversion Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
translation from Hebrew] Management Fee Agreement Entered into and signed in Ramat Gan on February 17, 2010Management Fee Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Lease Agreement Which was made and signed in Caesarea, on 20 August 2008 Between Heshet Carmel Ltd. of 3 Ha’eshel Street, Industrial Park South, Caesarea Hereinafter: “the lessor”Lease Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Whereas: the lessor declares that it is the owner of the rights in an office building situated on the land known as block 11359 plots 19 (in part) and 20 (in part), lot no. 13, portion 2, according to a detailed plan Mem Caf 286 in Tirat Hacarmel, 4 Ha’etgar St., Industrial Park, Tirat Ha’carmel (hereinafter: “the building”), and that it is entitled to let it to the lessee, and that the lessee hereby declares that there is no prevention to its engagement in this agreement;
STRATEGIC MARKETING & COOPERATION AGREEMENTStrategic Marketing & Cooperation Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
This Strategic Marketing & Cooperation Agreement (hereby: “Marketing Agreement”) is entered into on 23 April 2010 by and between, Nilimedix Ltd., based in 3 HaSadna Street. TIRAT HaKARMEL, ISRAEL (Including Medx-set Ltd), (hereinafter: “Nilimedix” or “Company”); and China National Pharmaceutical Foreign Trade Corp. (Sinopharm) of No 20 Zhichun Road, Haidian District, Beijing, China (hereinafter: Sinopharm “Sinopharm”)
Between: D. Medical Industries Ltd. Public Company No. 520041955 (Hereinafter: “The Investor”) The Party of the First Part; And between: Nili Med Ltd. Private Company No. 513229808 Matak, 30 Science Industry Center, (Hereinafter: “The Company”) The...Investment Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Allotment Agreement Entered into and executed in Ramat Gan on August 27, 2009Allotment Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Whereas On August 27 2009 Menashe Geisler Investments Ltd. and Trend Hadar Investments Ltd. (the “Purchasers”) signed an agreement with Messrs. Korfini Segal and David Bassa, the controlling shareholders of the Company (the “Controlling Shareholders”), attached as Annex A to this Agreement, within which the Purchasers are due to purchase from the Controlling Shareholders their main holdings in the Company, constituting approximately 55.69% of the Company’s capital (the “Agreement for Purchase of Control”); and
AGREEMENT Made and executed in Ramat Gan this day of January, 2008Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Agreement Entered into and executed in Ramat Gan on August 27, 2009Purchase Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Whereas The Sellers had engaged in an agreement for purchase of control in Sela Group.Com Ltd. (A public company of which shares are traded at the Tel Aviv Stock Exchange Ltd.) (the “Company” and “TASE” respectively); and
Agreement Made and signed in Ramat Gan on April 2005Patent License Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
Whereas Nilimed is the owner of rights in the application for the registration of a patent no. and/or any other right in connection with a sensor for calculating the glucose level in the blood (the “Application for Patent Registration” and the “Sensor”, respectively); and
AGREEMENT Made and executed in Ramat Gan this day of January, 2008Patent License Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS Nilimedix is the owner of rights in the application for a patent registration number US 60/917,075 or any other right in connection with disposable equipment for insulim pumps (hereinafter the “Application for Patent Registration” and the “Disposal Equipment”, respectively); and
Between: Mr. Avraham Shekalim, I. D. No. 016314312 24 Hashoshanim St., Nesher (Hereinafter: “Mr Shekalim”) The Party of the First Part; And between: A Company under Establishment by D. Medical Industries Ltd. 8 Hamenofim St., Herzliya Pituach....Company Establishment Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
AGREEMENTIp Transfer Agreement • June 18th, 2010 • D. Medical Industries Ltd. • Surgical & medical instruments & apparatus
WHEREAS: I. Rauch has purchased the ownership rights in the intellectual property specified in Annex A to this Agreement, from Nitzanei Investments Ltd. (hereinafter: Nitzanei Investments”), being free and clear of any debt, lien and/or third party right, after Nitzanei Investments purchased them in accordance with the protocol in Bankruptcy Case 258/98 (Miscellaneous Civil Application 7195/06) at the Haifa District Court, attached as Annex B to this Agreement; and
