ESCROW AGREEMENTEscrow Agreement • March 21st, 2017 • Microbot Medical Inc. • Biological products, (no disgnostic substances) • New York
This ESCROW AGREEMENT (this “Escrow Agreement”) is made and entered into as of November 11, 2016, by and among BOCO Silicon Valley, Inc., a California corporation (“Buyer”), STEMCELLS, INC., a Delaware corporation, (“Seller”) under the Asset Purchase Agreement (as defined below), Continental Stock Transfer & Trust Company, a New York corporation, as escrow agent (the “Escrow Agent”), Kenneth B. Stratton in his capacity as representative to the Consultants (as defined herein) (“Consultants’ Representative”), and Alpha Capital Anstalt (“Alpha Capital”). Buyer and together with Seller, Consultants’ Representative and Alpha Capital are sometimes referred to individually as “Party” and collectively as the “Parties,” provided that (a) Consultants’ Representative is a Party solely with respect to Sections 3.2 and 4.3, Section 5, Section 6.3, Section 9 and Section 10 and (b) Alpha Capital is a Party solely with respect to Section 3.2, Sections 5.3(a), 10.2(a), 10.4, 10.3, 10.4, 10.5, 10.7, 10.
LICENSE AGREEMENTLicense Agreement • March 21st, 2017 • Microbot Medical Inc. • Biological products, (no disgnostic substances)
This License Agreement is entered into as of the __ day of June, 2012 (the “Effective Date”), by and between Technion Research and Development Foundation, a company formed under the laws of Israel, having a place of business at the Technion City, Haifa 32000, Israel (“TRDF”) and Microbot Medical Ltd., a company formed under the laws of the State of Israel, having a place of business at 147 Bar Yehuda Rd., Nesher, Israel (“Microbot”).
ASSET PURCHASE AGREEMENT DATED AS OF NOVEMBER 11, 2016 BY AND AMONG STEMCELLS, INC., STEM CELL SCIENCES HOLDINGS LIMITED, STEMCELLS CALIFORNIA, INC., AND BOCO SILICON VALLEY, INC.Asset Purchase Agreement • March 21st, 2017 • Microbot Medical Inc. • Biological products, (no disgnostic substances)
This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of November 11, 2016 (the “Execution Date”), is among STEMCELLS, INC., a Delaware corporation (“STEMCELLS Parent”), STEM CELL SCIENCES HOLDINGS LIMITED, a private limited company registered in Scotland that is a wholly-owned subsidiary of STEMCELLS Parent (“STEMCELLS Holdings”), STEMCELLS CALIFORNIA, INC., a California corporation that is a wholly-owned subsidiary of Holdings (“STEMCELLS Subsidiary”), and BOCO Silicon Valley, Inc., a California corporation (“BOCO US”). STEMCELLS Parent, STEMCELLS Holdings and STEMCELLS Subsidiary are referred to herein collectively as the “Sellers” and each is individually referred to as a “Seller.” The Sellers, on the one hand, and BOCO US, on the other hand, are referred to herein collectively as the “Parties” or “parties” hereto; and each is individually referred to as a “Party” or “party” hereto.
CONTRACT RESEARCH AGREEMENTContract Research Agreement • March 21st, 2017 • Microbot Medical Inc. • Biological products, (no disgnostic substances) • New York
This Contract Research Agreement is entered into as of this __ day of _________, 2017 (the “Effective Date”), by and between The Washington University, a corporation established by special act of the Missouri General Assembly approved February 22, 1853 and acts amendatory thereto, having its principal offices at One Brookings Drive, St. Louis, Missouri 63130 (“University”) and Microbot Medical Ltd., a company formed under the laws of Israel, with offices at 5 Hamada Street, Yokneam, Israel (the “Company”).
