Private Placement AgreementPrivate Placement Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
Whereas The Company is duly incorporated and validly exists under the Israeli laws and has the legal capacity to enter into and be bound by this Agreement, subject to the approval of the required organs of the Company;
Amendment 2 to Licensing Agreement – Ukraine MarketLicensing Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
Addendum to the Convertible Loan Agreement of the 20th of March 2016 Which was written and signed on the 30th of March 2016Convertible Loan Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
And whereas: In the framework of the agreement the parties arranged the legal and commercial relationship between them with respect to the loan (as defined in the agreement);
IRREVOCABLE GUARANTY AND UNDERTAKINGIrrevocable Guaranty and Undertaking • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
The undersigned, __________ (“Guarantor”), is entering into this Irrevocable Guaranty and Undertaking (this “Guaranty”), effective as of ________ [insert date of closing of Merger Agreement] (the “Effective Date”), for good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and agrees with, and irrevocably undertakes to, Rimon Gold Assets Ltd. (“Lender”), as follows:
Exclusive Distribution and Licensing AgreementExclusive Distribution and Licensing Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
RESDEVCO owns and possesses certain valuable intellectual property, Licensed Technology, Patents, Know-how and formulations and information with regard to a Finished Product, all as defined in Appendices and is the sole owner of all rights interest and title in such Lincensed Technology and the Finished Product and its Patents, Knowhow formulations and information. RESDEVCO is entitled to license its Know-how.
AGREEMENT FOR PROVISION OF SERVICES Drawn up and signed at Herzliya on the 30th day of September 2015 betweenAgreement for Provision of Services • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
Whereas It has been agreed between the parties that the company will receive the services from the consulting company through Mr Noam Danenberg, I.D. XXXXX, of 4 Borochov Street, Hod Hasharon (“Danenberg”), comprehensive strategic consulting services to the company (“the services”), on the terms of this agreement;
Convertible Loan AgreementConvertible Loan Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
ASSUMPTION AGREEMENTAssumption Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
THIS ASSUMPTION AGREEMENT, dated August 30, 2016 is by and among Resdevco Ltd., a company incorporated under the laws of the state of Israel (“Resdevco”) and OcuWize Ltd., a company incorporated under the laws of the state of Israel (“OcuWize”).
Correction of the Agreement dated May 1, 2015Correction of the Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
We hereby confirm our agreement to extend the time frame as outlined in our original Agreement dated May 1, 2015 and replace it with the following section 12.5
AMENDMENT NO. 2 TO EXCLUSIVE DISTRIBUTION AND LICENSING AGREEMENT BETWEEN WIZE PHARMA LTD. (FORMERLY STAR NIGHT TECHNOLOGIES LTD) AND RESDEVCO LTD.Exclusive Distribution and Licensing Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
This Amendment (the “Amendment”) refers to the Exclusive Distribution and Licensing Agreement between Wize Pharma Ltd. ( the “Licensee”) and Resdevco Ltd. (the “Licensor”) signed on, May 1, 2015 as amended on November 22, 2015 (the “Agreement”) and is entered into on the Execution Date (us defined below).
Appendix F to Exclusive Distribution and Licensing Agreement” between Resdevco Ltd. and Wize Pharma signed on May 1, 2015. This appendix replaces the document of the same name dated July 1, 2017Exclusive Distribution and Licensing Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
Finder’s Fee AgreementFinder’s Fee Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations • London
This Agreement confirms the engagement of Harbin Israel (Trading) Ltd, at The British Virgin Islands (“Finder”) to act as an advisor for Wize Pharma Ltd., a company organized under the laws of Israel, having its registered office at 2 Hamenofim St., Herzliya, Israel (the “Company”) on a best efforts basis, in order to assist the Company in connection with finding potential Buyer of it’s products (“Transaction”).
AGREEMENT Drawn up and signed at Herzliya on the 30 day of September 2015 betweenEmployment Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
Whereas The manager declares that he has the knowledge, experience and qualifications to hold the position of CFO of the company, as set out in this agreement below;
ADDENDUM to Private Placement AgreementPrivate Placement Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
This addendum (the “addendum”) is entered into as of 15 June 2017, by and among Wize Pharma Ltd. C.N. 520033259 5B hanagar st., Hod Hasahron (“Wize”) to Jonathan Brian Rubini US PASSPORT XXXX 2655 Marston Drive Anchorage, Alaska 99517 (“Investor”) and, pursuant to that Private Placement Agreement (‘the agreement”), dated as of May 25 2017, by and among Wize and the Investor named therein.
AGREEMENT FOR PROVISION OF SERVICES Drawn up and signed at Herzliya on the 30 day of September 2015 betweenAgreement for Provision of Services • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
Whereas It has been agreed between the parties that the company will receive the services from the management company through Mr Ron Mayron, I.D. XXXXX, of 22A HaOranim Street, Hod Hasharon (“Mayron”), active chairman of the board of directors services (“the services”), on the terms of this agreement;
Second Convertible Loan AgreementConvertible Loan Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
November 22, 2015 Amendment to Licensing Agreement - Worldwide Rights to the Unit Dose Eye ProductLicensing Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
This Amendment refers to the Exclusive Distribution and Licensing Agreement between Resdevco Ltd. And Wize Pharma Ltd (Star Night Technologies Ltd) signed on, May 1, 2015 (hereinafter called the “Agreement”)
Private Placement Agreement Entered into and signed this 25th day of May 2017Private Placement Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
Whereas The Company is duly incorporated and validly exists under the Israeli laws and has the legal capacity to enter into and be bound by this Agreement, subject to the approval of the required organs of the Company;
Amendment 1 to Licensing Agreement – Israeli MarketLicensing Agreement • July 27th, 2017 • OphthaliX, Inc. • Pharmaceutical preparations
