SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of PolyPid Ltd., has signed this amendment to the registration statement on January 12, 2015.
/s/ Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
ZYSMAN, AHARONI, GAYER AND
SULLIVAN & WORCESTER LLP
Exhibit 3.2
Articles
of Association of
polypid
Ltd.
A
Company Limited by Shares
Under
The Companies Law, 5759-1999
Chapter 1 General |
1 |
Chapter 2 Shares and Share Capital |
2 |
Chapter 3 General Meetings |
6 |
Chapter 4 The Board of Directors |
10 |
Chapter 5 Committees of the Board of Directors |
15 |
Chapter 6 General Manager |
15 |
Chapter 7 Exemption, Insurance, and Indemnification |
15 |
Chapter 8 Internal Auditor |
17 |
Chapter 9 Auditing Accountant |
18 |
Chapter 10 Signing in the Company’s Name |
18 |
Chapter 11 Dividend and Benefit Shares |
18 |
Chapter 12 Accounts |
19 |
Chapter 13 Notifications |
19 |
Chapter 1 General
The name of the
Company is polypid Ltd.
The goal of the
Company is to engage in any lawful business.
| 1.3.1 | Any statement in the singular
shall also include the plural and vice versa; any statement in the masculine shall also
include the feminine and vice versa. |
| 1.3.2 | Except insofar as these Articles
include special definitions of certain terms, any word and expression in these Articles
shall have the meaning attributed thereto in the Companies Law, 5759-1999 (the “Companies
Law”) unless this contradicts the written matter or the content thereof. |
| 1.3.3 | To prevent doubt it is clarified
that regarding matters regulated in the Companies Law in such manner that the arrangements
in these matters may be conditioned in the Articles, and in cases in which these Articles
do not include different provisions from those in the Companies Law, the provisions of
the Companies Law shall apply. |
| 1.3.4 | For the avoidance of doubt,
the provisions of the Articles of Association of the Company as detailed below are in
any event subject to the provisions of the Companies Law, the Securities Law, 5728-1968
(the “Securities Law”) and any other applicable law. |
The liability of the shareholders
for the Company’s debts shall be limited to the full amount (nominal value with the addition of premium) required to be
paid to the Company for the shares and which has not yet been paid.
The Company is entitled to
donate a reasonable sum of money for a fit purpose. The Board of Directors of the Company is entitled to determine, at its discretion,
rules for the making of donations by the Company.
Chapter 2 Shares
and Share Capital
| 2.1 | Share Capital and Rights Attached
to Shares. |
| 2.1.1 | The registered capital of
the Company is NIS 2,150,537.60 divided into 21,505,376 ordinary shares with a nominal
value of NIS 0.1 each. |
| 2.1.2 | The ordinary shares shall
entitle their owners to – |
| 2.1.2.1 | An equal right to participate
in and vote at the General Meetings of the Company, whether Annual Meetings or Extraordinary
Meetings. Each of the shares in the Company shall entitle its owner present at the meeting
and participating in the vote in person, by proxy, or by means of a voting deed, to one
vote; |
| 2.1.2.2 | An equal right to participate
in the distribution of dividends, whether in cash or assets, benefit shares, or any other
distribution, according to the proportionate nominal value of the shares held thereby; |
| 2.1.2.3 | An equal right to participate
in the distribution of the surplus assets of the Company in the event of its liquidation
in accordance with the proportionate nominal value of the shares held thereby. |
| 2.1.3 | The Board of Directors is
entitled to issue shares and other convertible securities or securities that may be realized
as shares up to the limit of the Company’s registered capital. For the purpose
of calculating the limit of the registered capital, convertible securities or securities
that may be realized as shares shall be considered to have been converted or realized
as of their date of issue. |
| 2.2.1 | The owner of a share registered
in the registry of shareholders is entitled to receive from the Company, without payment
and within a period of three months following the allocation or the registration of transfer,
one share certificate stamped with the Company’s stamp regarding all the shares
registered in his name, which certificate shall detail the number of shares. In the event
of a jointly owned share, the Company shall issue one share certificate for all the joint
owners of the share, and the delivery of such a certificate to one of the partners shall
be considered delivery to them all. |
Each share certificate shall
bear the signature of at least one Director, together with the Company stamp or its printed name.
| 2.2.2 | A share certificate that has
been defaced, destroyed, or lost may be renewed on the basis of such proof and guarantees
as shall be required by the Company from time to time. |
| 2.2.3 | Shares of the Company may
be certificated or uncertificated, subject to the Companies Law. |
| 2.3 | Reliefs relating to Shares that
Have Not Been Fully Paid |
| 2.3.1 | If any or all of the remuneration
the shareholder undertook to pay the Company in return for his shares has not been paid
by such date and on such conditions as established in the conditions for the allocation
of his shares and/or in the payment request as stated in Article 2.3.2 below, the Company
is entitled, by way of a decision of the Board of Directors, to forfeit the shares whose
remuneration has not been fully paid. The forfeiture of shares shall take place provided
that the Company has sent the shareholder written warning of its intention to forfeit
the shares after at least 7 days from the date of receipt of the warning, insofar as
payment shall not be made during the period determined in the letter of warning. |
The Board of Directors is
entitled, at any time prior to the date on which the forfeited share is sold, reallocated, or otherwise transferred, to nullify
the forfeiture on such conditions as it shall see fit.
| 2.3.2 | If, in accordance with the
conditions of allocation of the shares, there is no fixed date for the payment of any
part of the price to be paid on account thereof, the Board of Directors is entitled,
from time to time, to present payment requests to the shareholders on account of monies
not yet removed for the shares they hold, and each shareholder shall be obliged to pay
the Company the amount requested on the date determined as stated, provided that he shall
receive prior notice of 14 days of the date and place of payment (a “Payment
Request”). The notification shall specify that non-payment by or before the
determined date and in the specified place may lead to the forfeiture of the shares regarding
which payment is requested. A Payment Request may be nullified or postponed to another
date, all as shall be decided by the Board of Directors. |
| 2.3.3 | Unless otherwise determined
in the conditions of allocations of the shares, a shareholder shall not be entitled to
receive a dividend or to exercise any right as a shareholder on account of shares that
have not yet been fully paid. |
| 2.3.4 | Persons who are the joint
owners of a share shall be liable jointly and severally for payment of the amounts due
to the Company on account of the share. |
| 2.3.5 | The content of this section
shall not derogate from any other relief of the Company vis-à-vis a shareholder
who fails to pay his debt to the Company on account of his shares. |
| 2.4.1 | The Company’s shares
are transferable. |
| 2.4.2 | The transfer of shares must
be made in writing, and it shall be recorded only if – |
| 2.4.2.1 | A proper certificate for
the transfer of shares, together with the certificates of the share intended for transfer,
if such were issued, are delivered to the Company at its registered office. The certificate
of transfer shall be drafted in such form approved by the Board of Directors and signed
by the transferor and by a witness confirming the signature of the transferor. In the
event of the transfer of shares that are not fully paid as of the date of transfer, the
certificate of transfer shall also be signed by the recipient of the share and by a witness
testifying to the signature of the recipient; or |
| 2.4.2.2 | A court order for the amendment
of the registration shall be delivered to the Company; or |
| 2.4.2.3 | It shall be proved to the
Company that lawful conditions pertain for the transfer of the right to the share. |
| 2.4.3 | The transfer of shares that
have not been fully paid requires the authorization of the Board of Directors, which
is entitled to refuse to grant its authorization at its absolute discretion and without
stating grounds therefore. |
| 2.4.4 | The recipient of the transfer
shall be considered the shareholder regarding the transferred shares from the moment
of the registration of his name in the registry of shareholders. |
| 2.5.1 | The General Meeting is entitled
to increase the Company’s registered share capital by creating new shares of an
existing class or a new class, all as shall be determined in the decision of the General
Meeting. |
| 2.5.2 | Subject to the provisions
of the Companies Law, the General Meeting is entitled to decrease the Company’s
registered share capital or nullify registered share capital that has not yet been allocated
(provided that there is no commitment, including a conditioned commitment, by the Company
to allocate the shares). |
| 2.5.3 | The General Meeting shall
be entitled, subject to the provisions of any law: |
| 2.5.3.1 | To unify and redivide its
share capital, or any part thereof, into shares of a nominal value greater than the nominal
value of the existing shares. |
| 2.5.3.2 | To divide, by way of the
redivision of any or all of the existing shares, its share capital into shares of a nominal
value smaller than the nominal value of the existing shares. |
| 2.5.3.3 | To reduce its share capital
and any reserved fund for the repayment of capital in such manner and on such conditions
and with the receipt of such authorization as shall be required by the Companies Law. |
| 2.6 | Changes in the Rights of Share
Classes |
| 2.6.1 | Unless otherwise stated in
the conditions of issue of the shares, and subject to the provisions of any law, the
rights of any share class may be changed following a decision of the Company’s
Board of Directors, and with the authorization of the General Meeting of shareholders
of that class, or with the written consent of all the shareholders of that class. The
provisions of the Company’s Articles of Association regarding General Meetings
shall apply, mutatis mutandis, to a class meeting of class shareholders. |
| 2.6.2 | The rights granted to the
holders of shares of a specific class issued with special rights shall not be considered
to have been changed by virtue of the creation or issue of additional shares of equal
or superior grade, unless otherwise conditioned in the conditions of issue of the said
shares. |
The Company is entitled, subject
to any law, to issue redeemable securities on such conditions as shall be determined by the Board of Directors, provided that
the General Meeting shall approve the recommendation of the Board of Directors and the conditions established thereby.
Chapter 3 General
Meetings
| 3.1 | Authorities of General Meeting |
| 3.1.1 | Company decisions on the following
matters shall be taken at the General Meeting – |
| 3.1.1.1 | Changes to the Articles; |
| 3.1.1.2 | Exercising vital authorities
of the Board of Directors in the event that the Board of Directors is unable to perform
its function; |
| 3.1.1.3 | Appointment of the auditing
accountant of the Company and the cessation of employment thereof; |
| 3.1.1.4 | Appointment of Directors,
including External Directors; |
| 3.1.1.5 | Authorization of actions
and transactions requiring the authorization of the General Meeting in accordance with
the provisions of the Companies Law and any other law; |
| 3.1.1.6 | Increasing and decreasing
the registered share capital; |
| 3.1.1.7 | Merger as defined in the
Companies Law. |
| 3.1.2 | Subject to the provisions
of the law, the General Meeting is entitled to assume authorities granted to another
organ in the Company, including the Board of Directors, for a particular matter or for
a given period of time required under the circumstances. |
If the General Meeting has
assumed authorities granted to the Board of Directors in accordance with the Companies Law, the shareholders shall bear the same
rights, obligations, and liability as apply to the Board of Directors regarding the exercising of those same authorities, as detailed
in section 50 of the Companies Law, as may be amended from time to time.
| 3.2 | Convening of General Meetings |
| 3.2.1 | General meetings shall be
convened at least once a year at such a venue and on such a date as shall be determined
by the Board of Directors, and subject to the provisions of the law, but not later than
15 months after the previous General Meeting. These General Meetings shall be called
“Annual Meetings.” The remaining meetings of the Company shall be called
“Extraordinary Meetings.” |
| 3.2.2 | The agenda at the Annual Meeting
shall include discussion of the report of the Board of Directors and financial statements
as required by law. The Annual Meeting shall appoint an auditing accountant; shall appoint
the Directors in accordance with these Articles; and shall discuss all other matters
to be discussed at the Annual Meeting of the Company in accordance with these Articles
or in accordance with the Companies Law, as well as any other matter as shall be determined
by the Board of Directors. |
| 3.2.3 | The Board of Directors is
entitled to convene an Extraordinary Meeting in accordance with its decision, and must
convene a General Meeting if a written request is received from any of the following
(a “Request to Convene”): |
| 3.2.3.1 | Two Directors or one-fourth
of the incumbent Directors; |
| 3.2.3.2 | One or more shareholders
holding at least five percent of the issued capital and at least one percent of the voting
rights in the Company; or |
| 3.2.3.3 | One or more shareholders
holding at least five percent of the voting rights in the Company. |
| 3.2.4 | Any Request to Convene must
specify the goals for whose purpose the meeting is to be convened, and shall be signed
by those requesting the convening and delivered at the Company’s registered office.
The request may consist of a number of documents of identical format, each signed by
one or more individuals making the request. |
| 3.2.5 | A Board of Directors required
to convene an Extraordinary Meeting shall proceed to convene such meeting within twenty-one
days from the date on which the Request to Convene was submitted thereto, for a date
determined in an invitation in accordance with Article 3.2.6 below and subject to any
law. |
| 3.2.6 | Unless compulsory by applicable
law, statues or these Articles, the Company shall not give its registered shareholders
notice of a general meeting. When compulsory by law, notification of the members of the
Company regarding the convening of a General Meeting shall be published or delivered
to all the shareholders registered in the registry of shareholders in the Company in
accordance with the requirements of the law. The notification shall include the agenda,
the proposed decisions, and arrangements regarding voting in writing. |
| 3.3 | Discussion at General Meetings |
| 3.3.1 | The discussion at the General
Meeting shall be opened only if a legal quorum is present at the time the discussion
begins. A legal quorum is the presence of at least two shareholders holding at least
one-third of the voting rights (including presence by means of proxy or through a voting
deed) within an hour from the time specified for the opening of the meeting. |
| 3.3.2 | If, at the end of one hour
from the time specified for the opening of the meeting, no legal quorum is present, the
meeting shall be postponed by one week, to the same day, the same hour, and the same
venue, or to a later date, if specified in the invitation to the meeting or in the notification
of the meeting (the “Postponed Meeting”). Notification of a Postponed
Meeting shall be made as stated in Article 3.2.6, mutatis mutandis, provided that
notification and invitation regarding a Postponed Meeting postponed for a period of not
more than 21 days shall be made not later than seventy-two hours prior to the Postponed
Meeting. |
| 3.3.3 | The legal quorum for commencing
a Postponed Meeting shall be the presence of any two shareholders (including presence
by means of proxy or through a voting deed). |
| 3.3.4 | The chairperson of the Board
of Directors shall serve as the chairperson of the General Meeting. If the chairperson
of the Board of Directors is absent from the meeting after 15 minutes from the time specified
for the meeting, or if he refuses to serve as the chairperson of the meeting, the chairperson
shall be elected by the General Meeting. |
| 3.3.5 | A General Meeting with a legal
quorum is entitled to decide on the postponement of the meeting to another date and to
such venue as shall be determined and, in this case, notifications and invitations to
the Postponed Meeting shall be made as stated in Article 3.3.2 above. |
| 3.4 | Voting at a General Meeting |
| 3.4.1 | A shareholder in the Company
shall be entitled to vote at General Meetings in person or by means of a proxy or a voting
deed. |
Shareholders entitled to participate
in and vote at the General Meeting are the shareholders as of such date as shall be determined by the Board of Directors in the
decision to convene the General Meeting, and subject to any law.
| 3.4.2 | In any vote, each shareholder
shall have a number of votes equivalent to the number of shares in their possession entitling
the holder to a vote. |
| 3.4.3 | A decision at the General
Meeting shall be taken by an ordinary majority unless another majority is determined
in the Companies Law or in these Articles. |
| 3.4.4 | The declaration by the chairperson
of the meeting that a decision has been adopted unanimously or by a given majority, or
rejected or not adopted by a given majority, shall constitute prima facie evidence of
the content thereof. |
| 3.4.5 | If the votes at the meeting
are equally divided, the chairperson of the meeting shall not have an additional or casting
opinion and the decision presented for voting shall be rejected. |
| 3.4.6 | To the extent required by
the Companies Law or otherwise resolved by the Board of Directors in its decision to
convene the General Meeting, shareholders in the Company shall be entitled to vote on
certain matters on the agenda of a General Meeting (including class meetings) by means
of a voting deed, as applicable by law. |
| 3.4.7 | In order to be considered
tantamount to presence at the meeting, including for the matter of the presence of the
legal quorum, a voting deed, stating the manner of voting as set forth in the Companies
Law, must be delivered to the Company by such date prescribed by the Board of Directors,
or, if no such date has been prescribed, up to 72 hours prior to the time of commencement
of the meeting. |
| 3.4.8 | Appointment of a proxy shall
be in writing, signed by the appointer (“Power of Attorney”). A corporation
shall vote by means of its representatives, who shall be appointed in a document signed
properly by the corporation (“Letter of Appointment.”) |
| 3.4.9 | A vote in accordance with
the conditions of a Power of Attorney shall be lawful even if the appointer dies before
the voting, or becomes legally incompetent, is liquidated, becomes bankrupt, nullifies
the Letter of Appointment, or transfers the share regarding which it was given, unless
written notification is received at the Company’s office prior to the meeting that
the shareholder has died, become legally incompetent, been liquidated, become bankrupt,
or has nullified the Letter of Appointment or transferred the shares as stated. |
| 3.4.10 | The Letter of Appointment
and the Power of Attorney, or a copy authorized by an attorney, shall be deposited at
the Company’s registered offices at least 72 hours prior to the time determined
for the meeting or for the Postponed Meeting at which the person mentioned in the document
intends to vote in accordance therewith. |
| 3.4.11 | A shareholder in the Company
shall be entitled to vote at the Company’s meetings by means of several proxies
appointed thereby, provided that each proxy shall be appointed on account of different
sections of the shares held by the said shareholder. There shall be no impediment to
each proxy as stated voting in a different manner in the Company’s meetings. |
| 3.4.12 | If a shareholder is legally
incompetent, he is entitled to vote by means of his trustees, the recipient of his assets,
his natural guardian or other legal guardian, and these are entitled to vote in person
or by proxy or a voting deed. |
| 3.4.13 | When two or more persons
are the joint owners of a share, in a vote on any matter the vote of the person whose
name is registered first in the registry of shareholders as the owner of that share shall
be accepted, whether in person or by proxy, and he is entitled to deliver voting deeds
to the Company. |
Chapter 4 The Board
of Directors
| 4.1 | Authorities of the Board of Directors |
| 4.1.1 | The Board of Directors shall
set the Company’s policy, supervise the execution of the functions and actions
of the General Manager, and, within this, shall act and shall enjoy all the authorities
detailed in section 92 of the Companies Law. In addition, any authority not granted in
the Companies Law or in these Articles to another organ may be exercised by the Board
of Directors, in addition to the authorities and functions of the Board of Directors
in accordance with the content of any law. |
| 4.1.2 | A transaction which is not
an Extraordinary Transaction according to section 271 of the Companies Law shall be approved
by the Board of Directors or by a committee authorized to do so by the Board of Directors.
Such approval may be general in nature and may be given in advance. Notwithstanding the
aforesaid, if according to the provisions of the Companies Law a specific or special
approval for a particular transaction or type of transaction is required, such transaction
shall also require such approval. |
| 4.2 | Appointment of Board of Directors
and Cessation of Office Thereof |
| 4.2.1 | The number of Directors in
the Company shall be determined from time to time by the Annual Meeting, provided that
this shall not be fewer than 5 and not more than 11 Directors, including External Directors.
The number of External Directors in the Company shall not be less than the number determined
in the Companies Law. |
| 4.2.2 | Other than External Directors
(who shall be elected and serve in office in strict accordance with the provisions of
the Companies Law), the Directors in the Company shall be elected at an Annual Meeting
and shall serve in their office until the next Annual Meeting and until their successors
have been duly elected and qualified, or until they cease to serve in their office in
accordance with the provisions of the Articles or any law, whichever is the earlier. |
| 4.2.3 | In addition to the content
of Article 4.2.2 above, the Board of Directors is entitled to appoint a Director in place
of a Director, other than an External Director, whose position has become vacant, or
appoint new additions to the Board of Directors up to the maximum number of Directors
set forth in Article 4.2.1 above. The appointment of a Director by the Board of Directors
shall remain valid through the next Annual Meeting or until the Director shall cease
to serve in their office in accordance with the provisions of these Articles or of any
law, whichever is the earlier. |
| 4.2.4 | A Director whose period of
office has expired may be reelected; an External Director may be reelected for additional
periods of office in strict accordance with the provisions of the Companies Law. |
| 4.2.5 | The office of a Director shall
commence on the date of appointment or on a later date if so determined in the decision
of appointment. |
| 4.2.6 | The Board of Directors shall
elect one of its members as the chairperson of the Board of Directors. The elected chairperson
shall run the meetings of the Board of Directors and shall sign the minutes of the discussion.
If no chairperson is elected, or if the chairperson of the Board of Directors is not
present after 15 minutes from the time set for the meeting, the Directors present shall
choose one of their number to serve as the chairperson at that meeting, and the chosen
member shall run the meeting and sign the minutes of the discussion. |
| 4.2.7 | The chairperson of the Board
of Directors shall not be the General Manager of the Company or a relative thereof unless
the conditions stipulated in section 121(C) of the Companies Law apply. |
| 4.2.8 | The General Meeting is entitled
to transfer any Director (other than an External Director) from their office prior to
the end of the period of their office, whether the Director was appointed thereby in
accordance with Article 4.2.2 above or was appointed by the Board of Directors in accordance
with Article 4.2.3 above, provided that the Director shall be given a reasonable opportunity
to state their case before the General Meeting. |
| 4.2.9 | Any Director is entitled,
with the agreement of the Board of Directors and subject to the provisions of the Companies
Law, to appoint a substitute for themselves (a “Substitute Director”),
provided that a person who is not competent shall not be appointed to serve as a Substitute
Director, nor a person who has been appointed as a Substitute Director for another Director
and/or a person who is already serving as a Director in the Company, and further provided
that a Substitute Director must posses the same qualifications as required of the appointing
Director. |
The appointment or cessation
of office of a Substitute Director shall be made in a written document signed by the Director who appointed him; in any case,
however, the office of a Substitute Director shall be terminated if one of the cases stipulated in the paragraphs in Article 4.2.10
below shall apply, or if the office of the member of the Board of Directors for whom he serves as a substitute shall become vacant
for any reason.
A Substitute Director is considered
tantamount to a Director and all the legal provisions and the provisions of these Articles shall apply, with the exception of
the provisions regarding the appointment and/or dismissal of a Director as established in these Articles.
| 4.2.10 | The office of a Director
shall become vacant in any of the following cases: |
| 4.2.10.1 | He resigns from his office
by means of a letter signed in his hand, submitted to the Company and detailing the reasons
for his resignation; |
| 4.2.10.2 | He is removed from his
office by the General Meeting; |
| 4.2.10.3 | He is convicted of an
offense as stated in section 232 of the Companies Law; |
| 4.2.10.4 | In accordance with the
decision of the administrative enforcement committee, as stated in section 232A of the
Companies Law; |
| 4.2.10.5 | In accordance with a court
decision as stated in section 233 of the Companies Law; |
| 4.2.10.6 | He is declared legally
incompetent; |
| 4.2.10.7 | He is declared bankrupt
and, if the Director is a corporation – it opted for voluntary liquidation or a
liquidation order was issued against it. |
| 4.2.11 | In the event that the position
of a Director becomes vacant, the remaining Directors shall be entitled to continue to
act, provided the number of Directors remaining shall not be less than the minimum number
of Directors as stated above. If the number of Directors falls below the above-mentioned
minimum number, the remaining Directors shall be entitled to act solely in order to fill
the place of the Director that has become vacant as stated in Article 4.2.3 above, or
in order to convene a General Meeting of the Company, and pending the convening of the
General Meeting of the Company as stated they may act to manage the Company’s affairs
solely in matters that cannot be delayed. |
| 4.2.12 | The conditions of office
of the members of the Board of Directors shall be authorized in accordance with the provisions
of the Companies Law. |
| 4.3 | Meetings of the Board of Directors |
| 4.3.1 | The Board of Directors shall
convene for a meeting in accordance with the needs of the Company, and at least once
every three months. |
| 4.3.2 | The chairperson of the Board
of Directors is entitled to convene the Board at any time. In addition, the Board of
Directors shall hold a meeting on such subject as shall be specified in the following
cases: |
| 4.3.2.1 | In accordance with the
request of two Directors; however, if at the time the Board of Directors comprises five
Directors or less – in accordance with the request of one Director; |
| 4.3.2.2 | In accordance with the
request of one Director if, in his request to convene the Board, he states that he has
learned of a matter in the Company ostensibly entailing a violation of the law or infringement
of proper business practice; |
| 4.3.2.3 | If a notification or report
by the General Manager require an action on the part of the Board of Directors; |
| 4.3.2.4 | If the auditing accountant
has informed the chairperson of the Board of Directors – or, in the event that
no chairperson was appointed for the Board of Directors, has informed the Board of Directors
– of substantial defects in the accounting control of the Company. |
| 4.3.3 | Notification of the meeting
of the Board of Directors shall be delivered to all members of the Board at their registered
addresses, by telex, facsimile, electronic mail or other reliable method of transmission,
at least 24 hours prior to the date of convening of the Board. Notification shall be
delivered to the address of the Director as forwarded to the Company in advance, and
shall stipulate the time of the meeting and the venue at which it shall convene, as well
as reasonable detail of all subjects on the agenda. |
Notwithstanding the above,
the Board of Directors is entitled to convene a meeting without notification, in urgent matters, with the consent of the majority
of the Directors.
| 4.3.4 | The agenda of the meetings
of the Board of Directors shall be determined by the chairperson of the Board, or if
no chairperson has been appointed the Directors convening the meeting, and shall include:
Subjects determined by the chairperson of the Board; subjects deriving from the report
of the General Manager and/or the auditing accountant; or any subject a Director or the
General Manager have requested to be included on the agenda a reasonable period of time
prior to the convening of the meeting of the Board. |
| 4.3.5 | The legal quorum for the commencement
of a meeting of the Board of Directors shall be a majority of the members of the Board
of Directors. If, within half an hour from the time set for the commencement of the meeting,
no quorum is present, the meeting shall be postponed to another date as decided by the
chairperson of the Board, or, in his absence, by the Directors present at the convened
meeting, provided that reasonable prior notification be given to all Directors regarding
the date of the Postponed Meeting. The legal quorum for the opening of a Postponed Meeting
shall be any two Directors. |
| 4.3.6 | The Board of Directors is
entitled to hold meetings by use of any means of communication, providing that all the
participating Directors can hear each other simultaneously. |
| 4.3.7 | The Board of Directors is
entitled to take decisions without actually convening, provided that all the Directors
entitled to participate in the discussion and to vote on the subject brought for decision
agree thereto. If decisions are made as stated in this section, the chairperson of the
Board of Directors shall record minutes of the decisions stating the manner of voting
of each Director on the subjects brought for decision, as well as the fact that all the
Directors agreed to take the decision without convening. |
| 4.4 | Voting on the Board of Directors |
| 4.4.1 | Each Director shall have one
vote when voting on the Board of Directors. |
| 4.4.2 | Decisions of the Board of
Directors shall be taken by a majority vote. The chairperson of the Board of Directors
shall not have any additional or casting opinion, and in the event of a tie vote, the
decision brought for voting shall be rejected. |
| 4.5 | Validity of Acts Despite Defects |
Subject to the provisions
of the Companies Law, all acts done bona fida at any meeting of the Board of Directors, or of a Committee of the Board, shall
be as valid as if there were no such defect or disqualification notwithstanding that it may afterwards be discovered that there
was some defect in the appointment of the participants in such meetings, any of them or any person(s) acting as aforesaid or that
they or any of them were disqualified or any other defect in the proceedings.
Chapter 5 Committees
of the Board of Directors
| 5.1 | The Board of Directors is entitled
to establish committees and to appoint members thereto (“Board’ Committee”).
If Board’ Committees are established, the Board of Directors shall determine, in
the conditions of empowerment thereof, whether specific authorities of the Board of Directors
shall be delegated to the Board’ Committees, in such manner that the decision of
the Board’ Committee shall be considered tantamount to a decision of the Board
of Directors, or whether the decision of the Board’ Committee shall merely constitute
a recommendation, subject to the authorization of the Board of Directors; provided that
authorities to make decisions in the matters stated in Article 112 of the Companies Law
shall not be delegated to a committee. |
| 5.2 | A person who is not a Director shall
not serve in a Board’ Committee to which the Board of Directors has delegated authorities.
Persons who are not members of the Board of Directors may serve in a Board’ Committee
whose function is merely to advise or submit recommendations to the Board of Directors. |
| 5.3 | The provisions included in these
Articles relating to the meetings of the Board of Directors and voting therein shall
apply, mutatis mutandis and subject to the decisions of the Board of Directors
regarding the procedures for the meetings (if any) of any Board’ Committee comprising
two or more members. |
Chapter 6 General
Manager
| 6.1 | The Board of Directors of the Company
shall appoint one or more General Managers. The General Manager shall be responsible
for the routine management of the Company’s affairs within the framework of the
policy set by the Board of Directors and subject to its guidelines. |
Chapter 7 Exemption,
Insurance, and Indemnification
Subject to the provisions
of the Companies Law and the Securities Law, the Company hereby releases, in advance, its Office Holders from liability to the
Company for damage that arises from the breach of the Office Holder’s duty of care to the Company.
Subject to the provisions
of the Companies Law and the Securities Law, the Company may enter into a contract for the insurance of the liability, in whole
or in part, of an Office Holder, with respect to an obligation imposed on such Office Holder due to an act performed by him in
his capacity as such, arising from any of the following:
| 7.2.1 | a breach of duty of care to
the Company or to any other person; |
| 7.2.2 | a breach of the duty of loyalty
to the Company provided that the Office Holder acted in good faith and had reasonable
grounds to assume that the act would not harm the interests of the Company; |
| 7.2.3 | a financial liability imposed
on such Office Holder in favor of any other person, including in favor of an injured
party as set forth in section 52LIV(a)(1)(a) of the Securities Law, as well as expenses,
including reasonable litigation expenses and attorney’s fees, expended by an Office
Holder or which were imposed on an Office Holder by a court in proceedings filed against
the Office Holder under Chapters VIII’3, VIII’4 or IX’1 of the Securities
Law; and |
| 7.2.4 | any other incident for which
it is or shall be permitted to insure the liability of an officer. |
Subject to the provisions
of the Companies Law and the Securities Law, the Company may undertake in advance to indemnify, or may indemnify retroactively,
an Office Holder of the Company with respect to any of the following liabilities or expenses that arise from an act performed
by the Office Holder by virtue of being an Office Holder of the Company:
| 7.3.1 | a financial liability imposed
on an Office Holder in favor of another person by any judgment, including a judgment
given as a result of a settlement or an arbitrator’s award which has been confirmed
by a court, provided however that an undertaking to indemnify the Office Holder for such
liabilities shall be restricted to those events that the Board may deem foreseeable in
light of the Company’s actual activities, at the time of giving of such undertaking,
and to a specific sum or a reasonable criterion under such circumstances as determined
by the Board; |
| 7.3.2 | reasonable litigation expenses,
including attorney’s fees, incurred by him as a result of an investigation or proceeding
instituted against him by an authority empowered to conduct an investigation or proceedings,
which are concluded without the filing of an indictment against the Office Holder and
without the levying of a monetary obligation in lieu of criminal proceedings upon the
Office Holder, or which are concluded without the filing of an indictment against the
Office Holder but with levying a monetary obligation in substitute of such criminal proceedings
upon the Office Holder for a crime that does not require proof of criminal intent; |
| 7.3.3 | reasonable litigation expenses,
including attorney’s fees, expended by an Office Holder or which were imposed on
an Office Holder by a court in proceedings filed against the Office Holder by the Company
or in its name or by any other person or in a criminal charge on which the Office Holder
was acquitted or in a criminal charge on which the Office Holder was convicted for an
offense which did not require proof of criminal intent; |
| 7.3.4 | a financial liability imposed
on an Office Holder in favor of an injured party as set forth in section 52LIV(a)(1)(a)
of the Securities Law, as well as expenses, including reasonable litigation expenses
and attorney’s fees, expended by an Office Holder or which were imposed on an Office
Holder by a court in proceedings filed against the Office Holder under Chapters VIII’3,
VIII’4 or IX’1 of the Securities Law; and |
| 7.3.5 | any other obligation or expense
for which it is or shall be permitted to indemnify an officer. |
| 7.4 | The provisions of this Chapter 7
are not intended, and shall not be interpreted, to restrict the Company in any manner
in respect of the procurement of insurance or in respect of indemnification (i) in connection
with any person who is not an Office Holder, including, without limitation, any employee,
agent, consultant or contractor of the Company who is not an Office Holder, or (ii) in
connection with any Office Holder to the extent that such insurance and/or indemnification
is not specifically prohibited under the Companies Law; provided that the procurement
of any such insurance or the provision of any such indemnification shall be approved
by the Board. |
| 7.5 | Any modification of the provisions
of this Chapter 7, and any amendment to the Companies Law, the Securities Law or any
other applicable law, shall be prospective in effect and shall not affect the Company’s
obligation or ability to indemnify an Office Holder for any act or omission occurring
prior to such modification or amendment, unless otherwise provided by the Companies Law,
the Securities Law or such applicable law. |
Chapter 8 Internal
Auditor
| 8.1 | The Board of Directors of the Company
shall appoint an internal auditor in accordance with the proposal of the audit committee.
A person, who is an interested party in the Company, an office holder therein, or the
relative or either of the above, as well as the auditing accountant or any person on
his behalf, shall not serve as an internal auditor in the Company. |
| 8.2 | The Board of Directors shall determine
which office holder shall be organizationally accountable for the internal auditor and,
in the absence of such determination; this shall be the chairperson of the Board of Directors. |
| 8.3 | The internal audit plan prepared
by the auditor shall be submitted to the audit committee for authorization; however,
the Board of Directors is permitted to determine that the plan shall be examined by the
audit committee and submitted to the Board of Directors for authorization. |
Chapter 9 Auditing
Accountant
| 9.1 | The General Meeting shall appoint
an auditing accountant for the Company. The auditing accountant shall serve in office
through the end of the following Annual Meeting, or for a longer period as determined
by the Annual Meeting, provided that the period of office shall not be extended beyond
the end of the third Annual Meeting following that at which the auditing accountant was
appointed. |
| 9.2 | The fee of the auditing accountant
for the auditing operations shall be determined by the Board of Directors. The Board
of Directors shall report to the Annual Meeting on the fee of the auditing accountant. |
Chapter 10 Signing
in the Company’s Name
| 10.1 | The rights to sign in the Company’s
name shall be determined from time to time by the Board of Directors of the Company. |
| 10.2 | The Company’s authorized signatory
shall do so together with the Company’s stamp, or alongside its printed name. |
Chapter 11 Dividend
and Benefit Shares
| 11.1 | The decision by the Company to allocate
a dividend and/or to allocate benefit shares shall be taken by the Company’s Board
of Directors. |
| 11.2 | Unless determined otherwise by the
Board of Directors, it shall be permitted to pay any dividend by way of check or payment
order to be sent by mail in accordance with the registered address of the shareholder
or the personal eligible thereto or, in the case of joint registered owners of the same
share, to that shareholder whose name is mentioned first in the registry of shareholders
with regard to the joint ownership. Any such check shall be made out to order of the
person to whom it is sent. A receipt from a person whose name, as of the date of declaration
of the dividend, is registered in the registry of shareholders as the owner of any share
or, in the case of joint owners, of one of the joint owners, shall serve as authorization
regarding all payments made in connection with that share and regarding which the receipt
was received. |
| 11.3 | For the purpose of executing any
decision in accordance with the provisions of this section, the Board of Directors is
entitled to resolve as it sees fit any difficulty that emerges regarding distribution
of the dividend and/or the benefit shares, including determining the value for the purpose
of the said division of certain assets, and to determine that payments in cash shall
be made to members on the basis of the value so determined; to determine provisions regarding
fractions of shares; or to determine that sums of less than NIS 50 shall not be paid
to a shareholder. |
Chapter 12 Accounts
| 12.1 | The Company shall maintain accounts
and shall prepare financial statements in accordance with the Companies Law. |
| 12.2 | The account ledgers shall be held
at the Company’s registered offices or in any other place as the Directors shall
see fit, and shall always be open for inspection by the Directors. |
Chapter 13 Notifications
| 13.1 | Subject to any law, a notification
or any other document that shall be delivered by the Company, and which it is entitled
or required to issue in accordance with the provisions of the Articles or any law, shall
be delivered by the Company to any person in one of the following manners as decided
by the Company in each individual case: (A) By dispatch by registered mail in a letter
addressed in accordance with the registered address of that shareholder in the registry
of shareholders, or in accordance with such address as stated by the shareholder in a
letter to the Company as the letter for the delivery of notifications or other documents;
(B) By dispatch by facsimile or other electronic form, in accordance with the number
or address stated by the shareholder for the delivery of such notifications; or (C) By
way of publication in applicable distribution site. |
| 13.2 | Any notification to be made to shareholders
shall be made, regarding jointly owned shares, to that person whose name is mentioned
first in the registry of shareholders as the holder of that share, and any notification
made in this manner shall be sufficient notification for the holders of that share. |
| 13.3 | Any notification or other document
sent in accordance with the provisions of Article 13.1 above shall be considered to have
reached its destination: (A) Within 3 business days – if sent by registered mail
in Israel; (B) Within 7 business days – if sent by registered mail outside of Israel
(C) On the first business day after its dispatch, if delivered by hand or sent by facsimile
or other electronic method; or (D) On the date of publication on applicable distribution
site. |
In proving delivery, it shall
be sufficient to prove that the letter sent by mail included the notification and that the document was addressed properly and
was delivered to the post office as a letter bearing stamps, or as a registered letter bearing stamps, and, regarding a facsimile
or other electronic method, it shall be sufficient to produce a dispatch confirmation sheet from the dispatching machine.
| 13.4 | Any record made in an ordinary manner
in the company’s registry shall be considered prima facie evidence of dispatch
as recorded in that registry. |
| 13.5 | When it is necessary to provide
prior notification of a certain number of days, or when notification is valid for a certain
period, the date of delivery shall be included in reckoning the number of days or the
period. |
**************
Exhibit 10.9
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 44765
(Fiscal regulation:
38020101)
Group: 13
To
PolyPid Ltd.
13 Hamazmera
Nes Ziona 74047
Letter of
Approval
|
1. |
We hereby inform you that the research committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved in its meeting on 05/15/2011 to approve the program as submitted by you on 11/30/2010, which subject matter is: |
|
a. |
Subject of approved program: Product for controlled ongoing release of medication for the treatment of bone infection and bone illness |
|
b. |
Performing the approved program: PolyPid Ltd. |
|
|
Registration Number: 514105923 |
(hereinafter
– the “Approved Program”)
|
2. |
a. The research
and development expenses approved for the performance of the approved program will be in an amount of up to: NIS 2,744,276.
In words: Two
Million, Seven Hundred and Forty Four Thousand and Two Hundred and Seventy Six NIS.
b. The rate of
grant approved is 30% of the development expenses (addition with respect to a national priority zone A/ line of
confrontation), which is up to an amount of NIS 823,283.
In words: Eight
Hundred and Twenty Three Thousand and Two Hundred and Eighty Three NIS. |
|
|
|
|
3. |
The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and procedures promulgated thereunder and subject to the following terms: |
|
a. |
The approved program will be performed as detailed in your request within a period of 12 months – commencing 11/01/2010 and until 10/31/2011(hereinafter: the “Performance Period”). |
|
|
|
|
b. |
(1) You must inform the Office of the Chief
Scientist about every change in the control of the recipient of the grant in the company’s shares and/or in one of the following
controlling means: (a) the right to vote in the company’s general meetings; (b) the right to appoint directors
in the company; (c) the right to participate in the company’s profits.
(2) Transferring
any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which
make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification
to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law.
The letter of
undertakings shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of Industry,
Trade and Employment. |
|
c. |
Additional terms:
Payment upon Execution.
Payment of royalties out of all income
derived from matrix and products for controlled ongoing release of medication for the treatment of bone infection and bone illness
and other application for implant covering. |
|
|
|
|
d. |
See the appendix in the matter of intellectual property. |
|
|
|
|
e. |
In the event of pledging the company’s assets to an Israeli bank against credit, the company must ensure that the pledge shall be subject to the R&D Law. |
|
|
|
|
f. |
If the plan is connected to an agreement with an academic institution or an academic implementation company, the company must ensure that the agreement is subject to the provisions of the R&D Law. |
|
|
Sincerely, |
|
|
|
|
|
/s/ Amos Efrati |
|
|
Avi Hasson
The Chief Scientist |
Attached:
|
1. |
Budget breakdown appended to the letter of approval. |
|
2. |
Letter of undertakings. |
|
3. |
Rules determined by the research committee for the performance of the provisions of the Law. |
|
4. |
Letter of approval intellectual property appendix. |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist / Office Controller
Jerusalem, 08/07/2011
To:
PolyPid Ltd.
13 Hamazmera
Nes Ziona 74047
Budget Appendix
with respect to Research and Development File Number 44765
Appendix to
Letter of Approval
Subject to the letter
of approval signed by the Chief Scientist from 08/07/2011 and following the decision of the research committee pursuant
to Article 17(c) from 05/15/2011 with respect to research and development file which number is 44765
Subject of approved
program: Product for controlled ongoing release of medication for the treatment of bone infection and bone illness
and performed by PolyPid
Ltd.
Period of research:
from 11/01/2010 until 10/31/2011
The office’s
budget commitment in an amount of up to NIS 823,283 is hereby approved for the performance of research and development
expenses for the approved program.
/s/ Amos Efrati |
|
/s/ Amos Shakedi |
Vice Chief Scientist |
|
Office controller, the Ministry of
Industry, Trade and Employment |
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Product for controlled ongoing release of medication for the treatment of …
Performance period
commencing 11/01/2010 until 10/31/2011
Budget page version
1.1
Request date
Date of latest update
05/31/2011
|
|
File number: |
|
44765 |
|
|
Preparation Date: |
|
31/05/2011 |
|
|
Company |
|
PolyPid |
|
|
Company Number |
|
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
598,109 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
204,000 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
1,675,680 |
|
|
D. Approved Equipment |
|
|
Total |
|
26,489 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
240,000 |
|
|
|
|
Total in NIS 2,744,276 |
|
|
Grant 30% 823,283 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
|
|
/s/ David Lavie |
|
|
|
/s/ Amir Weisberg |
|
|
|
6/30/2011 |
|
|
|
|
Office |
|
|
|
Company |
|
|
|
Date |
|
|
[Free Translation
from Hebrew]
PolyPid
Ltd.
Number at the registrar
of companies: 514105923
|
Date: 07/01/11 |
|
|
|
Company: 7262 |
To
Industrial Research and Development Administration,
Office of Chief Scientist
Ministry of Industry, Trade and Employment
5 Bank Israel, PO Box 3166
Jerusalem
Dear Sir,
Re: Undertaking
Letter and Notice re Commencement of Performance of Approved R&D Plan
Subject: Product
for controlled ongoing release of medication for the treatment of bone infection and bone illness
File Number: 46674
We hereby inform
you that we commenced performing the approved plan, according to the referenced approval letter on 11/01/2010.
|
1. |
We declare and undertake to comply with all the provisions of the Law for the Encouragement of Research and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
|
a. |
The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing rights deriving from the research and development without the approval of the research committee. |
|
b. |
To pay royalties and file all reports according to the Law and the Regulations for the Encouragement of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
|
2. |
We declare that we have read all instructions and procedures for financial reporting for R&D purposes and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment to tasks. |
|
3. |
We consent to the attribution of this file
numbered: 44765 to plan 44765
Subject: Product for controlled ongoing
release of medication for the treatment of bone infection and bone illness. |
|
4. |
Additional undertakings: |
|
Payment of royalties out of all income derived from matrix and products for controlled ongoing release of medication for the treatment of bone infection and bone illness and other application for implant covering. |
|
5. |
We hereby declare that we have separated and distinguished account/s in the framework of our financial bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic and only according to documentation. |
|
6. |
We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of the approval and according to the Administration’s procedures. |
|
7. |
The attached budget, including its details, terms and appendices constitutes a binding framework. Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
|
a. |
The company shall not be entitled to advancement, and all payments shall be in accordance with the financial report. |
|
b. |
Any additional payment shall be executed according to a detailed financial report which corresponds to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient is obliged to file a financial report once every three months and a technical report at least once every half a year, and this on the Administration’s forms or in the same format. |
|
c. |
The truthfulness of the financial report shall be confirmed by an authorized representative of the company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
|
d. |
Any payment with respect to the approved grant shall be considered as advanced payment only until the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company. The payment shall be made following examination of the reports by representatives of the Administration. |
|
e. |
The company’s books of accounts, including the company’s balance sheets, shall be open for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years from filing the final financial report, the later of the two. |
|
f. |
The Administration will have the right to set off any sum due from the recipient of the support out of grant approved hereby. |
|
g. |
The grant’s recipient is not entitled to stop performing the plan without the prior written approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
|
h. |
The grant’s recipient is obligated to file a final financial report approved by an accountant on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no later than 3 months from the date of completion of the approved plan. |
|
i. |
The Administration is entitled to demand additional technical reports at any time. |
|
j. |
An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries item. |
|
k. |
In the final financial report only expenses accumulated during the approved research period and paid no later than 60 days from its termination shall be recognized. |
|
l. |
The Administration may demand interest and linkage differentials as provided by law on any sum due to it from the recipient of the grant. |
|
9. |
The abovementioned terms do not derogate from any statute and law applicable to the grant for this file. |
|
10. |
We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the law. |
Signature
confirmation for the company
The undersigned accountant
Kost Forer Gabbay & Kasierer hereby confirms that PolyPid Ltd. is lawfully registered in Israel; that Messrs.
Amir Weisberg who have signed this agreement on its behalf, have signed it before me and are authorized to do so on its
behalf; that their signature on this agreement binds the company.
07/04/11 |
|
/s/ Kost Forer Gabbay & Kasierer |
Date |
|
Signature and stamp |
/s/Amir Weisberg |
|
Amir Weisberg |
|
CEO |
|
[company stamp] |
|
|
|
|
|
|
|
Signature |
|
Name |
|
Position |
|
Company’s stamp |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, ___________
Letter of Approval
Number: 44765
(Fiscal regulation:
38020101)
Group: 13
To:
PolyPid Ltd.
13 Hamazmera
Nes Ziona 74047
Appendix
to Letter of Approval
Compliance with
Intellectual Property Laws
We have acknowledged
your undertaking from 07/01/2011 to comply with intellectual property laws as shall be practiced in Israel from time to
time, that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment
in an Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration,
including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including
interest and linkage differentials according to the law.
|
Sincerely, |
|
|
|
/s/ Amos Efrati |
|
Avi Hasson |
|
The Chief Scientist |
Exhibit
10.10
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 46892
(Fiscal regulation:
38020101)
Group: 13
Application: ______
Supplier No: 40504299
To
PolyPid Ltd.
P.O. Box 7126
Petah Tikva 49348
Letter of
Approval
| 1. | We hereby inform you that the research committee, by virtue of its authority according to Article
17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”),
has resolved in its meeting on 03/25/2012 to approve the program as submitted by you on 11/30/2011, which subject
matter is: |
| a. | Subject of approved program: Product for controlled ongoing release of medication for
the treatment of bone infection and bone illness |
| b. | Performing the approved program: PolyPid Ltd. |
Registration Number: 514105923
(hereinafter
– the “Approved Program”)
| 2. | a. The research and development expenses approved for the performance of the approved program will
be in an amount of up to: NIS 3,161,796. |
In words: Three
Million, One Hundred and Sixty One Thousand and Seven Hundred and Ninety Six NIS.
b. The
rate of grant approved is 30% of the development expenses (addition with respect to a national priority zone A/
line of confrontation), which is up to an amount of NIS 948,539.
In words:
Nine Hundred and Forty Eight Thousand and Five Hundred and Thirty Nine NIS.
| 3. | The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and
procedures promulgated thereunder and subject to the following terms: |
| a. | The approved program will be performed as detailed in your request within a period of 12 months
– commencing 11/01/2011 and until 31/10/2012 hereinafter: the “Performance Period”). |
| b. | (1) You must inform the Office of the Chief Scientist about every change in the control of the
recipient of the grant in the company’s shares and/or in one of the following controlling means: (a) the right to vote
in the company’s general meetings; (b) the right to appoint directors in the company; (c) the right to participate
in the company’s profits. |
(2) Transferring
any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which
make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification
to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law.
The letter
of undertakings shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of
Industry, Trade and Employment.
Payment upon Execution.
Payment of royalties out of
all income derived from products for controlled ongoing release of medication for the treatment of bone infection and bone illness
and other applications of the platform.
| d. | See the appendix in the matter of intellectual property. |
| e. | In the event of pledging the company’s assets to an Israeli bank against credit, the company
must ensure that the pledge shall be subject to the R&D Law. |
| f. | If the plan is connected to an agreement with an academic institution or an academic implementation
company, the company must ensure that the agreement is subject to the provisions of the R&D Law. |
|
Sincerely, |
|
|
|
/s/ Amos Efrati |
|
Avi Hasson |
|
The Chief Scientist |
Attached:
| 1. | Budget breakdown appended to the letter of approval. |
| 2. | Letter of undertakings. |
| 3. | Rules determined by the research committee for the performance of the provisions of the Law. |
| 4. | Letter of approval intellectual property appendix. |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist / Office Controller
Jerusalem, 05/01/2012
To:
PolyPid Ltd.
P.O. Box 7126
Petah Tikva 49348
Budget Appendix
with respect to Research and Development File Number 46892
Appendix to
Letter of Approval
Subject to the letter
of approval signed by the Chief Scientist from 05/01/2012 and following the decision of the research committee pursuant
to Article 17(c) from 03/25/2012 with respect to research and development file which number is 46892
Subject of approved
program: Product for controlled ongoing release of medication for the treatment of bone infection and bone illness
and performed by PolyPid
Ltd.
Period of research:
from 11/01/2011 until 10/31/2012
The office’s
budget commitment in an amount of up to NIS 948,539 is hereby approved for the performance of research and development
expenses for the approved program.
/s/ Amos
Efrati |
|
/s/ Amos
Shakedi |
Vice Chief Scientist |
|
Office controller, the Ministry of
Industry, Trade and Employment |
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Product for controlled ongoing release of medication for the treatment of …
Performance period
commencing 11/01/2011 until 10/31/2012
Budget page version
1.1
Request date
Date of latest update
04/16/2012
|
File number: |
46892 |
|
Preparation Date: |
04/16/2012 |
|
Company |
PolyPid |
|
Company Number |
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
661,680 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
228,750 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
2,177,000 |
|
|
D. Approved Equipment |
|
|
Total |
|
54,365 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
40,000 |
|
|
|
|
Total in NIS 3,161,796 |
|
|
Grant 30% 948,539 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
|
|
/s/ Amir Weisberg |
|
|
/s/ David Lavie |
|
/s/ Noam Emanuel |
|
04/22/2012 |
Office |
|
Company |
|
Date |
[Free Translation
from Hebrew]
PolyPid
Ltd.
Number at the registrar
of companies: 514105923
|
Date: 04/22/12 |
|
|
|
Company: 7262 |
To
Industrial Research and Development Administration,
Office of Chief Scientist
Ministry of Industry, Trade and Employment
5 Bank Israel, PO Box 3166
Jerusalem
Dear Sir,
Re: Undertaking
Letter and Notice re Commencement of Performance of Approved R&D Plan
Subject: Product
for controlled ongoing release of medication for the treatment of bone infection and bone illness
File Number: 46892
We hereby inform
you that we commenced performing the approved plan, according to the referenced approval letter on 11/01/11.
| 1. | We declare and undertake to comply with all the provisions of the Law for the Encouragement of Research
and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
| a. | The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing
rights deriving from the research and development without the approval of the research committee. |
| b. | To pay royalties and file all reports according to the Law and the Regulations for the Encouragement
of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties
Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
| 2. | We declare that we have read all instructions and procedures for financial reporting for R&D purposes
and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment to
tasks. |
| 3. | We consent to the attribution of this file numbered: 46892 to plan 44765 |
Subject: Product for controlled
ongoing release of medication for the treatment of bone infection and bone illness.
| 4. | Additional undertakings: |
Payment of royalties out of all
income derived from products for controlled ongoing release of medication for the treatment of bone infection and bone illness
and other applications of the platform.
| 5. | We hereby declare that we have separated and distinguished account/s in the framework of our financial
bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic
and only according to documentation. |
| 6. | We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of
the approval and according to the Administration’s procedures. |
| 7. | The attached budget, including its details, terms and appendices constitutes a binding framework.
Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
| a. | The company shall not be entitled to advancement, and all payments shall be in accordance with the
financial report. |
| b. | Any additional payment shall be executed according to a detailed financial report which corresponds
to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient
is obliged to file a financial report once every three months and a technical report at least once every half a year, and this
on the Administration’s forms or in the same format. |
| c. | The truthfulness of the financial report shall be confirmed by an authorized representative of the
company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
| d. | Any payment with respect to the approved grant shall be considered as advanced payment only until
the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from
the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt
of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company.
The payment shall be made following examination of the reports by representatives of the Administration. |
| e. | The company’s books of accounts, including the company’s balance sheets, shall be open
for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years
from filing the final financial report, the later of the two. |
| f. | The Administration will have the right to set off any sum due from the recipient of the support out
of grant approved hereby. |
| g. | The grant’s recipient is not entitled to stop performing the plan without the prior written
approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be
entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
| h. | The grant’s recipient is obligated to file a final financial report approved by an accountant
on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no
later than 3 months from the date of completion of the approved plan. |
| i. | The Administration is entitled to demand additional technical reports at any time. |
| j. | An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries
item. |
| k. | In the final financial report only expenses accumulated during the approved research period and paid
no later than 60 days from its termination shall be recognized. |
| l. | The Administration may demand interest and linkage differentials as provided by law on any sum due
to it from the recipient of the grant. |
| 9. | The abovementioned terms do not derogate from any statute and law applicable to the grant for this
file. |
| 10. | We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from
time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration
shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial
advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the
law. |
Signature
confirmation for the company
The undersigned attorney
/ accountant Michal Donner hereby confirms that PolyPid Ltd. is lawfully registered in Israel; that Messrs. Amir
Weisberg who have signed this agreement on its behalf, have signed it before me and are authorized to do so on its behalf;
that their signature on this agreement binds the company.
04/29/2012 |
|
/s/ Michal Donner |
Date |
|
Signature and stamp |
|
|
|
/s/Amir Weisberg |
|
Amir Weisberg |
|
CEO |
|
|
|
|
|
|
|
|
|
/s/ Noam Emanuel |
|
Noam Emanuel |
|
CTO |
|
[company stamp] |
|
|
|
|
|
|
|
Signature |
|
Name |
|
Position |
|
Company’s stamp |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, ___________
Letter of Approval
Number: 46892
(Fiscal regulation:
38020101)
Group: 13
To:
PolyPid Ltd.
P.O. Box 7126
Petah Tikva 49348
Appendix
to Letter of Approval
Compliance with
Intellectual Property Laws
We have acknowledged
your undertaking from 04/22/2012 to comply with intellectual property laws as shall be practiced in Israel from time to time, that
if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment in an Israeli
court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration,
including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including
interest and linkage differentials according to the law.
|
Sincerely, |
|
|
|
/s/ Avi Hasson |
|
Avi Hasson |
|
The Chief Scientist |
Exhibit 10.11
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 46893
(Fiscal regulation:
38020101)
Group: 13
To
PolyPid Ltd.
P.O. Box 7126
Petah Tikva 49348
Letter of
Approval
| 1. | We hereby inform you that the research committee, by virtue of its authority according to Article
17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”),
has resolved in its meeting on 05/25/2012 to approve the program as submitted by you on 11/30/2011, which subject
matter is: |
| a. | Subject of approved program: Product for controlled ongoing release of growth factors |
| b. | Performing the approved program: PolyPid Ltd. |
Registration Number: 514105923
(hereinafter
– the “Approved Program”)
| 2. | a. The research and development expenses approved for the performance of the approved program will
be in an amount of up to: NIS 920,794. |
In words: Nine
Hundred and Twenty Thousand and Seventy Hundred and Ninety Four NIS.
b. The
rate of grant approved is 30% of the development expenses (addition with respect to a national priority zone A/
line of confrontation), which is up to an amount of NIS 276,238.
In words:
Two Hundred and Seventy Six Thousand and Two Hundred and Thirty Eight NIS.
| 3. | The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and
procedures promulgated thereunder and subject to the following terms: |
| a. | The approved program will be performed as detailed in your request within a period of 12 months
– commencing 11/01/2011 and until 10/31/2012 (hereinafter: the “Performance Period”). |
| b. | (1) You must inform the Office of the Chief Scientist about every change in the control of the
recipient of the grant in the company’s shares and/or in one of the following controlling means: (a) the right to vote
in the company’s general meetings; (b) the right to appoint directors in the company; (c) the right to participate
in the company’s profits. |
(2) Transferring
any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which
make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification
to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law.
The letter
of undertakings shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of
Industry, Trade and Employment.
Payment of royalties out of
all income derived from products for controlled ongoing release of growth factors for the treatment of bone traumas and bone illness
and other applications of the platform
| d. | See the appendix in the matter of intellectual property. |
| e. | In the event of pledging the company’s assets to an Israeli bank against credit, the company
must ensure that the pledge shall be subject to the R&D Law. |
| f. | If the plan is connected to an agreement with an academic institution or an academic implementation
company, the company must ensure that the agreement is subject to the provisions of the R&D Law. |
|
Sincerely, |
|
|
|
/s/ Avi Hasson |
|
Avi Hasson |
|
The Chief Scientist |
Attached:
| 1. | Budget breakdown appended to the letter of approval. |
| 2. | Letter of undertakings. |
| 3. | Rules determined by the research committee for the performance of the provisions of the Law. |
| 4. | Letter of approval intellectual property appendix. |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist / Office Controller
Jerusalem, 05/01/2012
To:
PolyPid Ltd.
P.O. Box 7126
Petah Tikva 49348
Budget Appendix
with respect to Research and Development File Number 46893
Appendix to
Letter of Approval
Subject to the letter
of approval signed by the Chief Scientist from 05/01/2012 and following the decision of the research committee pursuant
to Article 17(c) from 03/25/2012 with respect to research and development file which number is 46893
Subject of approved
program: Product for controlled ongoing release of growth factors
and performed by PolyPid
Ltd.
Period of research:
from 01/11/2011 until 10/31/2012
The office’s
budget commitment in an amount of up to NIS 276,238 is hereby approved for the performance of research and development
expenses for the approved program.
/s/ Amos Efrati |
|
/s/ Amos Shakedi |
Vice Chief Scientist |
|
Office controller, the Ministry of |
|
|
Industry, Trade and Employment |
[Summary Translation from Hebrew]
This page forms an integral part of the letter
of approval
Details of the budget for research and development
in the matter of: Product for controlled ongoing release of growth factors
Performance period commencing 11/01/2011
until 10/31/2012
Budget page version 1.1
Request date
Date of latest update 04/16/2012
|
File number: |
46893 |
|
Preparation Date: |
04/16/2012 |
|
Company |
PolyPid |
|
Company Number |
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
466,220 |
|
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
213,175 |
|
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
152,000 |
|
|
|
D. Approved Equipment |
|
|
Total |
|
49,398 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
40,000 |
|
|
|
|
|
Total in NIS 920,794 |
|
|
Grant 30% 276,238 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
|
|
/s/ Amir Weisberg |
|
|
/s/ David Lavie |
|
/s/ Noam Emanuel |
|
04/22/2012 |
Office |
|
Company |
|
Date |
[Free Translation
from Hebrew]
PolyPid
Ltd.
Number at the registrar
of companies: 514105923
|
Date: 04/22/12 |
|
|
|
Company: 7262 |
To
Industrial Research and Development Administration,
Office of Chief Scientist
Ministry of Industry, Trade and Employment
5 Bank Israel, PO Box 3166
Jerusalem
Dear Sir,
Re: Undertaking
Letter and Notice re Commencement of Performance of Approved R&D Plan
Subject: Product
for controlled ongoing release of growth factors
File Number: 46893
We hereby inform
you that we commenced performing the approved plan, according to the referenced approval letter on 11/01/2011.
| 1. | We declare and undertake to comply with all the provisions of the Law for the Encouragement of Research
and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
| a. | The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing
rights deriving from the research and development without the approval of the research committee. |
| b. | To pay royalties and file all reports according to the Law and the Regulations for the Encouragement
of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties
Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
| 2. | We declare that we have read all instructions and procedures for financial reporting for R&D purposes
and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment to
tasks. |
| 3. | We consent to the attribution of this file numbered: 46893 to plan 44765 |
Subject: Product for controlled
ongoing release of medication for the treatment of bone infection and bone illness.
| 4. | Additional undertakings: |
Payment of royalties out of all
income derived from products for controlled ongoing release of growth factors for the treatment of bone traumas and bone illness
and other applications of the platform
| 5. | We hereby declare that we have separated and distinguished account/s in the framework of our financial
bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic
and only according to documentation. |
| 6. | We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of
the approval and according to the Administration’s procedures. |
| 7. | The attached budget, including its details, terms and appendices constitutes a binding framework.
Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
| a. | The company shall not be entitled to advancement, and all payments shall be in accordance with the
financial report. |
| b. | Any additional payment shall be executed according to a detailed financial report which corresponds
to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient
is obliged to file a financial report once every three months and a technical report at least once every half a year, and this
on the Administration’s forms or in the same format. |
| c. | The truthfulness of the financial report shall be confirmed by an authorized representative of the
company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
| d. | Any payment with respect to the approved grant shall be considered as advanced payment only until
the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from
the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt
of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company.
The payment shall be made following examination of the reports by representatives of the Administration. |
| e. | The company’s books of accounts, including the company’s balance sheets, shall be open
for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years
from filing the final financial report, the later of the two. |
| f. | The Administration will have the right to set off any sum due from the recipient of the support out
of grant approved hereby. |
| g. | The grant’s recipient is not entitled to stop performing the plan without the prior written
approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be
entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
| h. | The grant’s recipient is obligated to file a final financial report approved by an accountant
on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no
later than 3 months from the date of completion of the approved plan. |
| i. | The Administration is entitled to demand additional technical reports at any time. |
| j. | An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries
item. |
| k. | In the final financial report only expenses accumulated during the approved research period and paid
no later than 60 days from its termination shall be recognized. |
| l. | The Administration may demand interest and linkage differentials as provided by law on any sum due
to it from the recipient of the grant. |
| 9. | The abovementioned terms do not derogate from any statute and law applicable to the grant for this
file. |
| 10. | We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from
time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration
shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial
advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the
law. |
Signature
confirmation for the company
The undersigned attorney
/ accountant Michal Donner hereby confirms that PolyPid Ltd. is lawfully registered in Israel; that Messrs. Amir
Weisberg who have signed this agreement on its behalf, have signed it before me and are authorized to do so on its behalf;
that their signature on this agreement binds the company.
04/29/2012 |
|
/s/ Michal Donner |
Date |
|
Signature and stamp |
|
|
|
/s/ Amir Weisberg |
|
Amir Weisberg |
|
CEO |
|
|
|
|
|
|
|
|
|
/s/ Noam Emanuel |
|
Noam Emanuel |
|
CTO |
|
[company stamp] |
|
|
|
|
|
|
|
Signature |
|
Name |
|
Position |
|
Company’s stamp |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, ___________
Letter of Approval
Number: 46893
(Fiscal regulation:
38020101)
Group: 13
Application: _________
Supplier No: 40504299
To:
PolyPid Ltd.
P.O. Box 7126
Petah Tikva 49348
Appendix
to Letter of Approval
Compliance with
Intellectual Property Laws
We have acknowledged
your undertaking from 04/22/2012 to comply with intellectual property laws as shall be practiced in Israel from time to
time, that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment
in an Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration,
including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including
interest and linkage differentials according to the law.
|
Sincerely, |
|
|
|
/s/ Avi Hasson |
|
Avi Hasson |
|
The Chief Scientist |
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Product for controlled ongoing release of growth factors
Performance period
commencing 11/01/2011 until 12/31/2012
Budget page version
1.2
Request date
Date of latest update
10/31/2012
|
File number: |
46893 |
|
Preparation Date: |
04/16/2012 |
|
Company |
PolyPid |
|
Company Number |
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
484,222 |
|
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
195,174 |
|
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
152,000 |
|
|
|
D. Approved Equipment |
|
|
Total |
|
49,398 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
40,000 |
|
|
|
|
|
Total in NIS 920,794 |
|
|
Grant 30% 276,238 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
/s/ David Lavie |
|
|
|
|
Office |
|
Company |
|
Date |
Exhibit 10.12
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 46792
(Fiscal regulation:
38020205)
Group: 13
Application:
1000364572
Supplier no.:
40487277
To
Rimonim Consortium
1 Ben Gurion Road
Bnei Brak 51201
Letter of
Approval - Generic Technological Research & Development (Magnet)
| 1. | We hereby inform you that the research committee has discussed your request to approve a program
for developing generic technology, submitted by you on 11/06/2011, and has resolved in its meeting on 02/23/2012
to approve the program as an approved program. |
| a. | The consortium: Rimonim Consortium |
Subject:
framework creation for the development of advanced, essential and generic technologies.
| b. | The consortium members: see Appendix - Consortium Members |
| c. | Program Subject: Rimonim Consortium – Industry – Year B |
| d. | Performer of the approved program: Rimonim
Consortium Registration no.: 580533214 |
| e. | The approved expenses for the performance of the approved plan shall be in an amount of up to:
NIS 13,532,751 |
In words:
Thirteen Million, five Hundred and thirty Two Thousand, and Seven Hundred and Fifty One NIS.
| f. | The rate of grant approved is 66% out of the approved expense, which equals: NIS
8,931,616 (the “Grant”). |
| 2. | The approval is conditioned upon fulfillment of the regulations, rules and procedures of the Industrial
Research and Development Administration for the Generic Technological Research & Development (Magnet) Program and subject to
the following terms: |
| a. | The approved program will be performed as detailed in your request within a period of 12
months – commencing 01/01/2012 and until 12/31/2012(hereinafter: the “Performance Period”). |
see Appendix
- Additional Terms
Attached:
|
1. |
Budget breakdown appended to the letter of approval. |
|
2. |
Chief Executive Officer Rules no. 4.2 and Declaration (Appendix A) |
|
3. |
Reporting Rules and Regulations. |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 46792
(Fiscal regulation:
38020205)
Group: 13
Application:
1000364572
Supplier no.:
40487277
Appendix
to Letter of Approval
Appendix -
Consortium Members
Bio-Lab Laboratories
Ltd.
Q.B.I Enterprises
Ltd.
Harlan Biotech
Israel Ltd.
Professional Manager
to Consortium
Rosseta Genomics
Ltd.
PolyPid Ltd.
Appendix –
Additional Terms
None
d. See Appendix
regarding intellectual property
|
Sincerely, |
|
|
|
|
|
|
|
|
|
/s/ Avi Hasson |
|
/s/ Limor Tal |
|
|
Avi Hasson
The Chief Scientist |
|
Amos Shakedi
Office Controller |
|
4. Letter of approval intellectual property
appendix (pursuant to section d2)
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 46792
(Fiscal regulation:
38020205)
Group: 13
Application:
1000364572
Supplier no.:
40487277
To:
Rimonim Consortium
1 Ben Gurion Road
Bnei Brak 51201
Appendix
to Letter of Approval
Compliance with
Intellectual Property Laws
We have acknowledged
your undertaking from 01.01.12 to comply with intellectual property laws as shall be practiced in Israel from time to time,
that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment in an
Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration,
including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including
interest and linkage differentials according to the law.
|
Sincerely, |
|
|
|
|
|
|
|
|
|
/s/ Avi Hasson |
|
/s/ Limor Tal |
|
|
Avi Hasson
The Chief Scientist |
|
Amos Shakedi
Office Controller |
|
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Rimonim Consortium – Industry – Year B
Performance period
commencing 01/01/2012 until 12/31/2012
Budget page version
1.1
Request date
Date of latest update
01/12/2012
|
File number: |
46792 |
|
Preparation Date: |
01/12/12 |
|
Company |
PolyPid |
|
Company Number |
7262 |
|
Consortium |
Maagad Rimonim |
A. Human Resources |
|
|
Total Human Resources |
|
540,000 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
260,800 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
40,000 |
|
|
D. Approved Equipment |
|
|
Total |
|
52,429 |
|
|
|
|
Total in NIS 893,228 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
|
/s/ David
Lavie |
|
/s/ Amir
Weisberg |
|
01/17/12 |
|
|
Office |
|
Company |
|
Date |
|
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Rimonim Consortium – Industry – Year B
Performance period
commencing 01/01/2012 until 12/31/2012
Budget page version
2.1
Request date
Date of latest update
08/06/2012
|
|
|
|
File number: |
46792 |
|
Preparation Date: |
08/06/12 |
|
Company |
PolyPid |
|
Company Number |
7262 |
|
Consortium |
Maagad Rimonim |
A. Human Resources |
|
|
Total Human Resources |
|
432,000 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
323,200 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
40,000 |
|
|
D. Approved Equipment |
|
|
Total |
|
52,429 |
|
|
|
|
|
Total in NIS 847,628 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
|
/s/ David
Lavie |
|
/s/ Amir
Weisberg |
|
08/07/2012 |
|
|
Office |
|
Company |
|
Date |
|
Exhibit 10.13
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 49209
(Fiscal regulation:
38300202)
Group: 13
Application:
1000488897
Supplier no.:
40487277
To
Rimonim Consortium
1 Ben Gurion Road
Bnei Brak 51201
Letter of
Approval - Generic Technological Research & Development (Magnet)
| 1. | We hereby inform you that the research committee has discussed your request to approve a program for
developing generic technology, submitted by you on 11/05/2012, and has resolved in its meeting on 05/05/2013 to approve
the program as an approved program. |
| a. | The consortium: Rimonim Consortium |
Subject:
framework creation for the development of advanced, essential and generic technologies.
| b. | The consortium members: see Appendix - Consortium Members |
| c. | Program Subject: Rimonin Consortium – Industry – Year C |
| d. | Performer of the approved program: Rimonim Consortium Registration no.: 580533214 |
| e. | The approved expenses for the performance of the approved plan shall be in an amount of up to:
NIS 6,741,000 |
In words:
Six Million, Seven Hundred and Forty One Thousand NIS.
| f. | The rate of grant approved is 66% out of the approved expense, which equals: NIS
4,449,060 (the “Grant”). |
| 2. | The approval is conditioned upon fulfillment of the regulations, rules and procedures of the Industrial
Research and Development Administration for the Generic Technological Research & Development (Magnet) Program and subject to
the following terms: |
| a. | The approved program will be performed as detailed in your request within a period of 12
months – commencing 02/01/2013 and until 07/31/2013 (hereinafter: the “Performance Period”). |
see Appendix - Additional Terms
Attached:
| 1. | Budget breakdown appended to the letter of approval. |
| 2. | Chief Executive Officer Rules no. 4.2 and Declaration (Appendix A) |
| 3. | Reporting Rules and Regulations. |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 49209
(Fiscal regulation:
38300202)
Group: 13
Application:
1000488897
Supplier no.:
40487277
Appendix
to Letter of Approval
Appendix -
Consortium Members
Bio-Lab Laboratories
Ltd.
Q.B.I Enterprises
Ltd.
Harlan Biotech
Israel Ltd.
Professional Manager
to Consortium
Rosseta Genomics
Ltd.
PolyPid Ltd.
Appendix –
Additional Terms
None
d. See Appendix
regarding intellectual property
Sincerely, |
|
|
|
|
|
/s/ Lydia Lazanes |
|
/s/ Yossi Steinberg |
Avi Hasson |
|
Yossi Steinberg |
The Chief Scientist |
|
Office Controller |
4. Letter of approval intellectual property
appendix (pursuant to section d2)
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 49209
(Fiscal regulation:
38300202)
Group: 13
Application:
1000488897
Supplier no.:
40487277
To:
Rimonim Consortium
1 Ben Gurion Road
Bnei Brak 51201
Appendix
to Letter of Approval
Compliance with
Intellectual Property Laws
We have acknowledged
your undertaking from _______ to comply with intellectual property laws as shall be practiced in Israel from time to time,
that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment in an
Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration,
including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including
interest and linkage differentials according to the law.
Sincerely, |
|
|
|
|
|
/s/ Lydia Lazanes |
|
/s/ Yossi Steinberg |
Avi Hasson |
|
Yossi Steinberg |
The Chief Scientist |
|
Office Controller |
[Free Translation
from Hebrew]
State of Israel
Ministry of Trade
and Industry
Magnet Administration
August 5, 2013
Reference 63013
To
Rami Skaliter
Chairman of Rimonim
Consortium
Subject:
“Rimonim” Consortium –Budget Completion
Year C Files: 49210,
49209
Ours: 1413 from
March 17, 2013
I am are happy to inform that following
the 2013 budget approval, and pursuant to certain developments that have occurred in the consortium, the approved year C budget
is in an amount of NIS 16,971,000,
Industry: NIS 12.43 million for
11 months (Feb-Dec 2013)
Academia: NIS 4.481 million for
12 months (Jan-Dec 2013)
I wish you
luck with the program performance.
|
Sincerely. |
|
|
|
|
|
/s/ Ilan Peled |
|
|
Ilan Peled |
|
|
Magnet Manager |
|
Hereby enclosed: Reference to future changes
Copy:
Moshe Galblum
Iris Levin
Talia Ben Neria
Dafna Borovsky
Dudi Lavie
Magnet Administration, Beit Hataasia, 11th
floor, 29 Hamered st., Tel- Aviv, P.O. Box 50364 Tel-Aviv 61500
Tel. 03-5118110 Fax. 03-5100622 Email: info@magnet.org.il
Request to
Make Changes to the Work Plan and Budget – Rimonim Consortium – Year C
The consortium
has submitted a semi-annual request to make changes to the work plan and budget.
PloyPid Company
Consortium
request the company requests to make changes in human resources due to employee substitutions without budgetary change (the
change was already approved under the appeal) and the substitution of an employee who took maternity leave.
Status:
the request is approved
Summary:
the consortium's request has been accepted without any change to the company's budget
Magnet Administration, Beit Hataasia, 11th
floor, 29 Hamered st., Tel- Aviv, P.O. Box 50364 Tel-Aviv 61500
Tel. 03-5118110 Fax. 03-5100622 Email: info@magnet.org.il
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Rimonim Consortium – Industry – Year C
Performance period
commencing 02/01/2013 until 06/30/2013
Budget page version
1.1
Request date
Date of latest update
04/04/2012
|
File number: |
49209 |
|
Preparation Date: |
04/04/13 |
|
Company |
PolyPid |
|
Company Number |
7262 |
|
Consortium |
Maagad Rimonim |
A. Human Resources |
|
|
Total Human Resources |
|
253,937 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
86,640 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
19,800 |
|
|
D. Approved Equipment |
|
|
Total |
|
24,916 |
|
|
|
|
|
Total in NIS 385,292 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
/s/ David Lavie |
|
/s/Amir Weisberg |
|
04/04/2013 |
Office |
|
Company |
|
Date |
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Rimonim Consortium – Industry – Year C
Performance period
commencing 02/01/2013 until 12/31/2013
Budget page version
1.1
Request date
Date of latest update
01/12/2012
|
File number: |
49209 |
|
Preparation Date: |
08/12/13 |
|
Company |
PolyPid |
|
Company Number |
7262 |
|
Consortium |
Maagad Rimonim |
A. Human Resources |
|
|
Total Human Resources |
|
463,784 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
158,840 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
36,300 |
|
|
D. Approved Equipment |
|
|
Total |
|
45,677 |
|
|
|
|
|
Total in NIS 704,601 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
/s/ David Lavie |
|
|
|
|
Office |
|
Company |
|
Date |
Exhibit 10.14
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
40504299 |
Letter of Approval Number: 49820 |
(Fiscal regulation:
38300101)
Group: 13
Application: 1000503412
Supplier No: 40504299
To
PolyPid Ltd.
20 Hamagshimim
Petah Tikva 49348
Letter of
Approval
| 1. | We hereby inform you that the research committee, by virtue of its authority according to Article
17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”),
has resolved in its meeting on 04/30/2013 to approve the program as submitted by you on 01/28/2013, which subject
matter is: |
| a. | Subject of approved program: Product for controlled ongoing release of growth factors |
| b. | Performing the approved program: PolyPid Ltd. |
Registration Number: 514105923
(hereinafter
– the “Approved Program”)
| 2. | a. The research and development expenses approved for the performance of the approved program will
be in an amount of up to: NIS 1,004,162 |
In words: One
Million and Four Thousand One Hundred and Sixty Two NIS.
b. The
rate of grant approved is 30% of the development expenses (addition with respect to a national priority zone A/
line of confrontation), which is up to an amount of NIS 301,249.
In words:
Three Hundred and One Thousand and Two Hundred and Forty Nine NIS.
| 3. | The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and
procedures promulgated thereunder and subject to the following terms: |
| a. | The approved program will be performed as detailed in your request within a period of 12 months
– commencing 01/01/2013 and until 12/31/2012 (hereinafter: the “Performance Period”). |
| b. | (1) You must inform the Office of the Chief Scientist about every change in the control of the
recipient of the grant in the company’s shares and/or in one of the following controlling means: (a) the right to vote
in the company’s general meetings; (b) the right to appoint directors in the company; (c) the right to participate in
the company’s profits. |
(2) Transferring
any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which
make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification
to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law.
The letter
of undertakings shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of
Industry, Trade and Employment.
Payment of royalties out of
all income derived from products for controlled ongoing release of growth factors for the treatment of bone traumas and bone illness
and other applications of the platform
| d. | See the appendix in the matter of intellectual property. |
| e. | In the event of pledging the company’s assets to an Israeli bank against credit, the company
must ensure that the pledge shall be subject to the R&D Law. |
| f. | If the plan is connected to an agreement with an academic institution or an academic implementation
company, the company must ensure that the agreement is subject to the provisions of the R&D Law. |
|
Sincerely, |
|
|
|
/s/ Lidia Lazanes |
|
Avi Hasson
The Chief Scientist |
Attached:
|
1. |
Budget breakdown appended to the letter of approval. |
|
2. |
Letter of undertakings. |
|
3. |
Rules determined by the research committee for the performance of the provisions of the Law. |
|
4. |
Letter of approval intellectual property appendix. |
[Summary
Translation from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Product for controlled ongoing release of growth factors
Performance period
commencing 01/01/2013 until 12/31/2013
Budget page version
1.1
Request date
Date of latest update
05/16/2013
|
|
File number: |
|
49820 |
|
|
Preparation Date: |
|
05/16/2013 |
|
|
Company |
|
PolyPid |
|
|
Company Number |
|
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
528,748 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
210,000 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
172,000 |
|
|
D. Approved Equipment |
|
|
Total |
|
53,379 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
40,000 |
|
|
|
|
Total in NIS 1,004,162 |
|
|
Grant 30% 301,249 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
|
|
|
/s/ Amir Weisberg |
|
|
|
|
/s/ David Lavie |
|
/s/ Noam Emanuel |
|
05/21/13 |
|
|
Office |
|
Company |
|
Date |
|
[Free Translation
from Hebrew]
PolyPid
Ltd.
Number at the registrar
of companies: 514105923
|
Date: 05/21/13 |
|
|
|
Company: 7262 |
To
Industrial Research and Development Administration,
Office of Chief Scientist
Ministry of Industry, Trade and Employment
5 Bank Israel, PO Box 3166
Jerusalem
Dear Sir,
Re: Undertaking
Letter and Notice re Commencement of Performance of Approved R&D Plan
Subject: Product
for controlled ongoing release of growth factors
File Number: 49820
We hereby inform
you that we commenced performing the approved plan, according to the referenced approval letter on 01/01/2013.
| 1. | We declare and undertake to comply with all the provisions of the Law for the Encouragement of
Research and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
| a. | The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing
rights deriving from the research and development without the approval of the research committee. |
| b. | To pay royalties and file all reports according to the Law and the Regulations for the Encouragement
of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties
Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
| 2. | We declare that we have read all instructions and procedures for financial reporting for R&D
purposes and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment
to tasks. |
| 3. | We consent to the attribution of this file numbered: 49820 to plan 44765 |
| Subject: | Product
for controlled ongoing release of medication for the treatment of bone infection and
bone illness. |
| 4. | Additional undertakings: |
(A) We have been informed
of the amendment to royalties as published in the 'regulations file 5759' dated 3.12.1988 page 110 (file 5939). Pursuant to the
amendment thereof, the research grants shall be linked to the dollar and shall bear annual interest at the Libor rate.
(B) Additional Undertakings:
Payment of royalties out of
all income derived from products for controlled ongoing release of growth factors for the treatment of bone traumas and bone illness
and other applications of the platform.
| 5. | We hereby declare that we have separated and distinguished account/s in the framework of our financial
bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic
and only according to documentation. |
| 6. | We hereby declare that we are aware that the referenced grant shall be paid subject to the terms
of the approval and according to the Administration’s procedures. |
| 7. | The attached budget, including its details, terms and appendices constitutes a binding framework.
Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
| a. | The company shall not be entitled to advancement, and all payments shall be in accordance with
the financial report. |
| b. | Any additional payment shall be executed according to a detailed financial report which corresponds
to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient
is obliged to file a financial report once every three months and a technical report at least once every half a year, and this
on the Administration’s forms or in the same format. |
| c. | The truthfulness of the financial report shall be confirmed by an authorized representative of
the company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
| d. | Any payment with respect to the approved grant shall be considered as advanced payment only until
the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from
the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt
of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company.
The payment shall be made following examination of the reports by representatives of the Administration. |
| e. | The company’s books of accounts, including the company’s balance sheets, shall be open
for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years
from filing the final financial report, the later of the two. |
| f. | The Administration will have the right to set off any sum due from the recipient of the support
out of grant approved hereby. |
| g. | The grant’s recipient is not entitled to stop performing the plan without the prior written
approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be
entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
| h. | The grant’s recipient is obligated to file a final financial report approved by an accountant
on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no
later than 3 months from the date of completion of the approved plan. |
| i. | The Administration is entitled to demand additional technical reports at any time. |
| j. | An expense shall not be recognized unless the consideration therefor is paid, except overhead in
salaries item. |
| k. | In the final financial report only expenses accumulated during the approved research period and
paid no later than 60 days from its termination shall be recognized. |
| l. | The Administration may demand interest and linkage differentials as provided by law on any sum
due to it from the recipient of the grant. |
| 9. | The abovementioned terms do not derogate from any statute and law applicable to the grant for this
file. |
| 10. | We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from
time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration
shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial
advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the
law. |
Signature
confirmation for the company
The undersigned attorney
/accountant Idan Neria hereby confirms that PolyPid Ltd. is lawfully registered in Israel; that Messrs. Amir Weisberg,
Noam Emanuel who have signed this agreement on its behalf, have signed it before me and are authorized to do so on its behalf;
that their signature on this agreement binds the company.
6/3/13 |
|
/s/ Idan Neria |
Date |
|
Signature and stamp |
/s/ Amir Weisberg |
|
Amir Weisberg |
|
CEO |
|
|
|
|
|
|
|
|
|
/s/ Noam Emanuel |
|
Noam Emanuel |
|
CTO |
|
[company stamp] |
|
|
|
|
|
|
|
Signature |
|
Name |
|
Position |
|
Company’s stamp |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist / Office Controller
Jerusalem, 06/04/2013
To:
PolyPid Ltd.
20 Hamagshimim
Petah Tikva 49348
Budget Appendix
with respect to Research and Development File Number 49820
Appendix to
Letter of Approval
Subject to the letter
of approval signed by the Chief Scientist from 06/04/2013 and following the decision of the research committee pursuant
to Article 17(c) from 04/30/2013 with respect to research and development file which number is 49820
Subject of approved
program: Product for controlled ongoing release of growth factors
and performed by PolyPid
Ltd.
Period of research:
from 01/01/2013 until 12/31/2013
The office’s
budget commitment in an amount of up to NIS 301,249 is hereby approved for the performance of research and development
expenses for the approved program.
/s/ Lydia Lazanes |
|
/s/ Yossi Steinberg |
Vice Chief Scientist |
|
Office controller, the Ministry of
Industry, Trade and Employment |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, ___________
Letter of Approval
Number: 49820
(Fiscal regulation:
38020101)
Group: 13
Application: 1000503412
Supplier No: 40504299
To:
PolyPid Ltd.
20 Hamagshimim .
Petah Tikva 49348
Appendix
to Letter of Approval
Compliance with
Intellectual Property Laws
We have acknowledged
your undertaking from 5/21/13 to comply with intellectual property laws as shall be practiced in Israel from time to time,
that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment in an
Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration,
including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including
interest and linkage differentials according to the law.
|
Sincerely, |
|
|
|
/s/ Lydia Lazanes |
|
Avi Hasson |
|
The Chief Scientist |
Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, 07/08/13
To
Company's CEO
PolyPid Ltd.
20 Hamagshimim St.
Petah Tikva 49348
Fax no. 972-74-7195718
Dear Sir / Madam,
Subject: Product
for controlled ongoing release of growth factors
Meeting no.
14/2013 (m) held on 04/30/2013 (File 49820)
We hereby inform you that the
research committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development
in the Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved:
To approve the program with
a budget of up to NIS 1,004,162, and with a grant rate of 30%.
Payment of royalties out
of all income derived from products for controlled ongoing release of growth factors for the treatment of bone traumas and bone
illness and other applications of the platform
Budget cap amount may be reduced
as a result of adjustments to conform to budgeting regulations.
For your information, the program
approval is limited to the approved budget for the foregoing file, and solely for this research and development period. Additional
approvals, for this program or other programs, for the coming years, shall be examined in comparison to the research plans brought
forward to the research committee in the relevant year.
Once you prove that all conditions
set forth by the committee and/or requirements stemming from the financial examination, if any, have been fulfilled, you shall
be summonsed to sign a budget document and letter of undertaking.
The procedure shall be completed
within two months commencing from the day of approval by the committee, otherwise the approval shall terminate, and we shall be
free to allocate the budget for other purposes.
|
Sincerely, |
|
|
|
/s/ Abraham Gross |
|
Abraham Gross |
|
Committee Member- Vice Chief Scientist |
Please note:
Pre-conditions and/or signing on budget and
undertakings, Ms. Shulamit Butbul, tel: 02-6662514
Copy: Ora Dar, Field Head
Shulamit Drukman, Professional Examiner
Exhibit 10.15
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 49821
(Fiscal regulation:
38020101)
Group: 13
Application: 1000503402
Supplier No: 40504299
To
PolyPid Ltd.
20 Hamagshimim St.
Petah Tikva 49348
Letter of
Approval
| 1. | We hereby inform you that the research committee, by virtue of its authority according to Article
17 of the Law for the Encouragement of Research and Development in the Industry, 5744-1984 (hereinafter: the “R&D Law”),
has resolved in its meeting on 04/30/2013 to approve the program as submitted by you on 01/28/2013, which subject
matter is: |
| a. | Subject of approved program: Product for controlled ongoing release of medication for
the treatment of bone infection and bone illness |
| b. | Performing the approved program: PolyPid Ltd. |
Registration Number: 514105923
(hereinafter
– the “Approved Program”)
| 2. | a. The research and development expenses approved for the performance of the approved program will
be in an amount of up to: NIS 4,000,000. |
In words: Four
Million NIS.
b. The
rate of grant approved is 30% of the development expenses (addition with respect to a national priority zone A/
line of confrontation), which is up to an amount of NIS 1,200,000.
In words:
One Million and Two Hundred Thousand NIS.
| 3. | The approval is conditioned upon fulfillment of the provisions of the law, regulations, rules and
procedures promulgated thereunder and subject to the following terms: |
| a. | The approved program will be performed as detailed in your request within a period of 12 months
– commencing 01/01/2013 and until 12/31/2013 hereinafter: the “Performance Period”). |
| b. | (1) You must inform the Office of the Chief Scientist about every change in the control of the
recipient of the grant in the company’s shares and/or in one of the following controlling means: (a) the right to vote
in the company’s general meetings; (b) the right to appoint directors in the company; (c) the right to participate
in the company’s profits. |
(2) Transferring
any percentage of the controlling means stated in subsection (1) to a non-Israeli resident or to a foreign company, which
make the non-Israeli resident or foreign company an interested party as defined in the Securities Law, 1968, requires notification
to Office of the Chief Scientist and a written undertaking of the non-Israeli resident or the foreign company to the R&D Law.
The letter
of undertakings shall be signed in the form existing in the office of the Chief Scientist and in the website of the Ministry of
Industry, Trade and Employment.
Payment upon Execution.
Payment of royalties out of
all income derived from products for controlled ongoing release of medication for the treatment of bone infection and bone illness
and other applications of the platform.
| d. | See the appendix in the matter of intellectual property. |
| e. | In the event of pledging the company’s assets to an Israeli bank against credit, the company
must ensure that the pledge shall be subject to the R&D Law. |
| f. | If the plan is connected to an agreement with an academic institution or an academic implementation
company, the company must ensure that the agreement is subject to the provisions of the R&D Law. |
|
Sincerely, |
|
|
|
/s/ Lydia Lazanes |
|
Avi Hasson |
|
The Chief Scientist |
Attached:
| 1. | Budget breakdown appended to the letter of approval. |
| 2. | Letter of undertakings. |
| 3. | Rules determined by the research committee for the performance of the provisions of the Law. |
| 4. | Letter of approval intellectual property appendix. |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist / Office Controller
Jerusalem, 07/16/2013
To:
PolyPid Ltd.
20 Hamagshimim St.
Petah Tikva 49348
Budget Appendix
with respect to Research and Development File Number 49821
Appendix to
Letter of Approval
Subject to the letter
of approval signed by the Chief Scientist from 07/16/2013 and following the decision of the research committee pursuant
to Article 17(c) from 04/30/2013 with respect to research and development file which number is 49821
Subject of approved
program: Product for controlled ongoing release of medication for the treatment of bone infection and bone illness
and performed by PolyPid
Ltd.
Period of research:
from 01/01/2013 until 12/31/2013
The office’s
budget commitment in an amount of up to NIS 1,200,000 is hereby approved for the performance of research and development
expenses for the approved program.
/s/ Lydia Lazanes |
|
/s/ Yossi Steinberg |
Vice Chief Scientist |
|
Office controller, the Ministry of |
|
|
Industry, Trade and Employment |
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Product for controlled ongoing release of medication for the treatment of …
Performance period
commencing 01/01/2013 until 12/31/2013
Budget page version
1.1
Request date
Date of latest update
07/10/2013
|
File number: |
49821 |
|
Preparation Date: |
07/10/2013 |
|
Company |
PolyPid |
|
Company Number |
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
1,353,212 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
122,650 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
2,426,542 |
|
|
D. Approved Equipment |
|
|
Total |
|
57,593 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
40,000 |
|
|
|
|
Total in NIS 4,000,000 |
|
|
Grant 30% 1,200,000 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
/s/ David Lavie |
|
/s/ Amir Weisberg |
|
07/15/2013 |
Office |
|
Company |
|
Date |
[Free Translation
from Hebrew]
PolyPid
Ltd.
Number at the registrar
of companies: 514105923
|
Date: 07/15/13 |
|
|
|
Company: 7262 |
To
Industrial Research and Development Administration,
Office of Chief Scientist
Ministry of Industry, Trade and Employment
5 Bank Israel, PO Box 3166
Jerusalem
Dear Sir,
Re: Undertaking
Letter and Notice re Commencement of Performance of Approved R&D Plan
Subject: Product
for controlled ongoing release of medication for the treatment of bone infection and bone illness
File Number: 49821
We hereby inform
you that we commenced performing the approved plan, according to the referenced approval letter on 01/01/2013.
| 1. | We declare and undertake to comply with all the provisions of the Law for the Encouragement of Research
and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
| a. | The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing
rights deriving from the research and development without the approval of the research committee. |
| b. | To pay royalties and file all reports according to the Law and the Regulations for the Encouragement
of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties
Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
| 2. | We declare that we have read all instructions and procedures for financial reporting for R&D purposes
and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment to
tasks. |
| 3. | We consent to the attribution of this file numbered: 49821 to plan 44765 |
Subject: Product for controlled
ongoing release of medication for the treatment of bone infection and bone illness.
| 4. | Additional undertakings: |
Payment of royalties out of all
income derived from products for controlled ongoing release of medication for the treatment of bone infection and bone illness
and other applications of the platform.
| 5. | We hereby declare that we have separated and distinguished account/s in the framework of our financial
bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic
and only according to documentation. |
| 6. | We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of
the approval and according to the Administration’s procedures. |
| 7. | The attached budget, including its details, terms and appendices constitutes a binding framework.
Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
| a. | The company shall not be entitled to advancement, and all payments shall be in accordance with the
financial report. |
| b. | Any additional payment shall be executed according to a detailed financial report which corresponds
to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient
is obliged to file a financial report once every three months and a technical report at least once every half a year, and this
on the Administration’s forms or in the same format. |
| c. | The truthfulness of the financial report shall be confirmed by an authorized representative of the
company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
| d. | Any payment with respect to the approved grant shall be considered as advanced payment only until
the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from
the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt
of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company.
The payment shall be made following examination of the reports by representatives of the Administration. |
| e. | The company’s books of accounts, including the company’s balance sheets, shall be open
for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years
from filing the final financial report, the later of the two. |
| f. | The Administration will have the right to set off any sum due from the recipient of the support out
of grant approved hereby. |
| g. | The grant’s recipient is not entitled to stop performing the plan without the prior written
approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be
entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
| h. | The grant’s recipient is obligated to file a final financial report approved by an accountant
on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no
later than 3 months from the date of completion of the approved plan. |
| i. | The Administration is entitled to demand additional technical reports at any time. |
| j. | An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries
item. |
| k. | In the final financial report only expenses accumulated during the approved research period and paid
no later than 60 days from its termination shall be recognized. |
| l. | The Administration may demand interest and linkage differentials as provided by law on any sum due
to it from the recipient of the grant. |
| 9. | The abovementioned terms do not derogate from any statute and law applicable to the grant for this
file. |
| 10. | We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from
time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration
shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial
advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the
law. |
Signature
confirmation for the company
The undersigned attorney
Eitan Kyeit hereby confirms that PolyPid Ltd. is lawfully registered in Israel; that Messrs. Amir Weisberg
who have signed this agreement on its behalf, have signed it before me and are authorized to do so on its behalf; that their signature
on this agreement binds the company.
07/15/2013 |
|
/s/ Eitan Kyiet |
Date |
|
Signature and stamp |
|
|
|
/s/ Amir Weisberg |
|
Amir Weisberg |
|
CEO |
|
|
|
|
|
|
|
|
|
/s/ Noam Emanuel |
|
Noam Emanuel |
|
CTO |
|
[company stamp] |
|
|
|
|
|
|
|
Signature |
|
Name |
|
Position |
|
Company’s stamp |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, ___________
Letter of Approval
Number: 49821
(Fiscal regulation:
38020101)
Group: 13
Application: 1000503402
Supplier No: 40504299
To:
PolyPid Ltd.
13 Hamazmera
Nes Ziona 74047
Appendix
to Letter of Approval
Compliance with
Intellectual Property Laws
We have acknowledged
your undertaking from 7/5/13 to comply with intellectual property laws as shall be practiced in Israel from time to time,
that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment in an
Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration,
including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including
interest and linkage differentials according to the law.
|
Sincerely, |
|
|
|
/s/ Lydia Lazanes |
|
Avi Hasson |
|
The Chief Scientist |
Exhibit 10.16
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 51733
(Fiscal regulation:
38300202)
Group: 13
Application:
1000555670
Supplier no.:
40487277
To
Rimonim Consortium
1 Ben Gurion Road
Bnei Brak 51201
Letter of
Approval - Generic Technological Research & Development (Magnet)
| 1. | We hereby inform you that the research committee has discussed your request to approve a program
for developing generic technology, submitted by you on 11/19/2013, and has resolved in its meeting on 1/30/2014 to
approve the program as an approved program. |
| a. | The consortium: Rimonim Consortium |
Subject:
framework creation for the development of advanced, essential and generic technologies.
| b. | The consortium members: see Appendix - Consortium Members |
| c. | Program Subject: Rimonin Consortium – Industry – Year D |
| d. | Performer of the approved program: Rimonim Consortium Registration no.: 580533214 |
| e. | The approved expenses for the performance of the approved plan shall be in an amount of up to:
NIS 13,183,908 |
In words:
thirteen million one hundred eighty-three thousand nine hundred and eight NIS.
| f. | The rate of grant approved is 55% out of the approved expense, which equals: NIS
7,251,149 (the “Grant”). |
| 2. | The approval is conditioned upon fulfillment of the regulations, rules and procedures of the Industrial
Research and Development Administration for the Generic Technological Research & Development (Magnet) Program and subject to
the following terms: |
| a. | The approved program will be performed as detailed in your request within a period of 12
months – commencing 01/01/2014 and until 12/31/2014 (hereinafter: the “Performance Period”). |
see Appendix
- Additional Terms
Attached:
|
1. |
Budget breakdown appended to the letter of approval. |
|
2. |
Chief Executive Officer Rules no. 4.2 and Declaration (Appendix A) |
|
3. |
Reporting Rules and Regulations. |
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 51733
(Fiscal regulation:
38300202)
Group: 13
Application:
1000555670
Supplier no.:
40487277
Appendix
to Letter of Approval
Appendix -
Consortium Members
Bio-Lab Laboratories
Ltd.
Q.B.I Enterprises
Ltd.
Professional Manager
to Consortium
Rosseta Genomics
Ltd.
PolyPid Ltd.
K.L.B research
and development ACS Ltd.
Appendix –
Additional Terms
None
d. See Appendix
regarding intellectual property
|
Sincerely, |
|
|
|
|
|
|
|
|
|
/s/ Lydia Lazanes |
|
/s/ Yossi Steinberg |
|
|
Avi Hasson
The Chief Scientist |
|
Yossi Steinberg
Office Controller |
|
4. Letter of approval intellectual property
appendix (pursuant to section d2)
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
Letter of Approval
Number: 51733
(Fiscal regulation:
38300202)
Group: 13
Application:
1000555670
Supplier no.:
40487277
To:
Rimonim Consortium
1 Ben Gurion Road
Bnei Brak 51201
Appendix
to Letter of Approval
Compliance with
Intellectual Property Laws
We have acknowledged
your undertaking from 01/01/2014 to comply with intellectual property laws as shall be practiced in Israel from time to
time, that if you are convicted for violation of the intellectual property laws of Israel, by a final and un-appealable judgment
in an Israeli court, we shall be entitled to terminate any benefit granted to you by the Industrial Research and Development Administration,
including grant, loan, tax benefit or any other financial advantage, or any part of such benefit, and demand their return including
interest and linkage differentials according to the law.
|
Sincerely, |
|
|
|
|
|
|
|
|
|
/s/ Lydia Lazanes |
|
/s/ Yossi Steinberg |
|
|
Avi Hasson
The Chief Scientist |
|
Yossi Steinberg
Office Controller |
|
[Summary Translation from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Rimonim Consortium – Industry – Year D
Performance period
commencing 01/01/2014 until 12/31/2014
Budget page version
1.1
Request date
Date of latest update
02/12/2014
|
File number: |
|
51733 |
|
Preparation Date: |
|
02/12/2014 |
|
Company |
|
PolyPid |
|
Company Number |
|
7262 |
|
Consortium |
|
Maagad Rimonim |
A. Human Resources |
|
|
Total Human Resources |
|
561,547 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
81,000 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
762,000 |
|
|
D. Approved Equipment |
|
|
Total |
|
1,454,067 |
|
|
|
|
|
Total in NIS 2,858,614 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
|
/s/ David Lavie |
|
/s/Amir Weisberg |
|
02/12/2014 |
|
|
Office |
|
Company |
|
Date |
|
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Exhibit 10.17
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, 04/09/2014
To
Company's CEO
PolyPid Ltd.
20 Hamagshimim St.
Petah Tikva 49348
Fax no. 972-74-7195718
Dear Sir / Madam,
Subject: Product
for controlled ongoing release of medication for the treatment of bone cancer
Meeting no.
10/2014 (m) held on 04/07/2014 (File 52266)
We hereby inform you that the research
committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development in the
Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved:
To approve the program with a budget
of up to NIS 1,853,167, and with a grant rate of 30%.
Payment of royalties out of
all income derived from products for controlled ongoing release of doxorubicin, OncoPid for the treatment of bone cancer and other
applications of the platform.
Budget cap amount may be reduced
as a result of adjustments to conform to budgeting regulations.
For your information, the program
approval is limited to the approved budget for the foregoing file, and solely for this research and development period. Additional
approvals, for this program or other programs, for the coming years, shall be examined in comparison to the research plans brought
forward to the research committee in the relevant year.
Once you prove that all conditions
set forth by the committee and/or requirements stemming from the financial examination, if any, have been fulfilled, you shall
be summonsed to sign a budget document and letter of undertaking.
The procedure shall be completed
within two months commencing from the day of approval by the committee, otherwise the approval shall terminate, and we shall be
free to allocate the budget for other purposes.
|
Sincerely, |
|
|
|
/s/ Abraham Gross |
|
Abraham Gross |
|
Committee Member- Vice Chief Scientist |
Please note:
Pre-conditions and/or signing on budget
and undertakings, Ms. Shulamit Butbul, tel: 02-6662514
Copy: Ora Dar, Field Head
Shulamit Drukman, Professional Examiner
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Product for controlled ongoing release of medication for the treatment of …
Performance period
commencing 01/01/2014 until 12/31/2014
Budget page version
1.1
Request date
Date of latest update
04/24/2014
|
File number: |
52266 |
|
Preparation Date: |
04/24/2014 |
|
Company |
PolyPid |
|
Company Number |
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
712,414 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
59,500 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
1,014,680 |
|
|
D. Approved Equipment |
|
|
Total |
|
26,574 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
40,000 |
|
|
|
|
Total in NIS 1,853,167 |
|
|
Grant 30% 555,950 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
/s/ David Lavie |
|
/s/ Amir Weisberg |
|
05/05/2014 |
Office |
|
Company |
|
Date |
[Free Translation
from Hebrew]
PolyPid
Ltd.
Number at the registrar
of companies: 514105923
|
Date: 05/11/14 |
|
|
|
Company: 7262 |
To
Industrial Research and Development Administration,
Office of Chief Scientist
Ministry of Industry, Trade and Employment
5 Bank Israel, PO Box 3166
Jerusalem
Dear Sir,
Re: Undertaking
Letter and Notice re Commencement of Performance of Approved R&D Plan
Subject: Product
for controlled ongoing release of medication for the treatment of bone cancer
File Number: 52266
We hereby inform
you that we commenced performing the approved plan, according to the referenced approval letter on 01/01/2014.
| 1. | We declare and undertake to comply with all the provisions of the Law for the Encouragement of
Research and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
| a. | The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing
rights deriving from the research and development without the approval of the research committee. |
| b. | To pay royalties and file all reports according to the Law and the Regulations for the Encouragement
of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties
Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
| 2. | We declare that we have read all instructions and procedures for financial reporting for R&D
purposes and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment
to tasks. |
| 3. | We consent to the attribution of this file numbered: 52266 to plan 44765 |
Subject: Product for controlled
ongoing release of medication for the treatment of bone infection and bone illness.
| 4. | Additional undertakings: |
(A) We have been informed
of the amendment to royalties as published in the 'regulations file 5759' dated 3.12.1988 page 110 (file 5939). Pursuant to the
amendment thereof, the research grants shall be linked to the dollar and shall bear annual interest at the Libor rate.
(B) Additional Undertakings:
Payment of royalties out of all
income derived from products for controlled ongoing release of growth factors for the treatment of bone traumas and bone illness
and other applications of the platform.
| 5. | We hereby declare that we have separated and distinguished account/s in the framework of our financial
bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic
and only according to documentation. |
| 6. | We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of
the approval and according to the Administration’s procedures. |
| 7. | The attached budget, including its details, terms and appendices constitutes a binding framework.
Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
| a. | The company shall not be entitled to advancement, and all payments shall be in accordance with the
financial report. |
| b. | Any additional payment shall be executed according to a detailed financial report which corresponds
to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient
is obliged to file a financial report once every three months and a technical report at least once every half a year, and this
on the Administration’s forms or in the same format. |
| c. | The truthfulness of the financial report shall be confirmed by an authorized representative of the
company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
| d. | Any payment with respect to the approved grant shall be considered as advanced payment only until
the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from
the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt
of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company.
The payment shall be made following examination of the reports by representatives of the Administration. |
| e. | The company’s books of accounts, including the company’s balance sheets, shall be open
for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years
from filing the final financial report, the later of the two. |
| f. | The Administration will have the right to set off any sum due from the recipient of the support out
of grant approved hereby. |
| g. | The grant’s recipient is not entitled to stop performing the plan without the prior written
approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be
entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
| h. | The grant’s recipient is obligated to file a final financial report approved by an accountant
on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no
later than 3 months from the date of completion of the approved plan. |
| i. | The Administration is entitled to demand additional technical reports at any time. |
| j. | An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries
item. |
| k. | In the final financial report only expenses accumulated during the approved research period and paid
no later than 60 days from its termination shall be recognized. |
| l. | The Administration may demand interest and linkage differentials as provided by law on any sum due
to it from the recipient of the grant. |
| 9. | The abovementioned terms do not derogate from any statute and law applicable to the grant for this
file. |
| 10. | We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from
time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration
shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial
advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the
law. |
Signature
confirmation for the company
The undersigned accountant
Eitan Kyeit hereby confirms that PolyPid Ltd. is lawfully registered in Israel; that Messrs. Weisberg and Emanuel
who have signed this agreement on its behalf, have signed it before me and are authorized to do so on its behalf; that their signature
on this agreement binds the company.
5/7/14 |
|
/s/ Eitan Kyiet |
Date |
|
Signature and stamp |
|
|
|
/s/ Amir Weisberg |
|
Amir Weisberg |
|
CEO |
|
|
|
|
|
|
|
|
|
/s/ Noam Emanuel |
|
Noam Emanuel |
|
CTO |
|
[company stamp] |
|
|
|
|
|
|
|
Signature |
|
Name |
|
Position |
|
Company’s stamp |
Exhibit 10.18
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
To
Company's CEO
PolyPid Ltd.
20 Hamagshimim St.
Petah Tikva 49348
Fax no. 972-74-7195718
Dear Sir / Madam,
Subject: Product
for controlled ongoing release of growth factors
Meeting no.
10/2014 (m) held on 04/07/2014 (File 52265)
We hereby inform you that the
research committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development
in the Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved:
To approve the program with
a budget of up to NIS 1,124,037, and with a grant rate of 30%.
Tasks 1,2,3,6 and part of
task 5 have been budgeted.
Payment of royalties out
of all income derived from products for controlled ongoing release of growth factors for the treatment of bone traumas and bone
illness and other applications of the platform with proteins and other molecules.
Budget cap amount may be reduced
as a result of adjustments to conform to budgeting regulations.
For your information, the program
approval is limited to the approved budget for the foregoing file, and solely for this research and development period. Additional
approvals, for this program or other programs, for the coming years, shall be examined in comparison to the research plans brought
forward to the research committee in the relevant year.
Once you prove that all conditions
set forth by the committee and/or requirements stemming from the financial examination, if any, have been fulfilled, you shall
be summonsed to sign a budget document and letter of undertaking.
The procedure shall be completed
within two months commencing from the day of approval by the committee, otherwise the approval shall terminate, and we shall be
free to allocate the budget for other purposes.
|
Sincerely, |
|
|
|
/s/ Abraham Gross |
|
Abraham Gross |
|
Committee Member- Vice Chief Scientist |
Please note:
Pre-conditions and/or signing on budget and
undertakings, Ms. Shulamit Butbul, tel: 02-6662514
Copy: Ora Dar, Field Head
Shulamit Drukman, Professional Examiner
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Product for controlled ongoing release of growth factors
Performance period
commencing 01/01/2014 until 12/31/2014
Budget page version
1.1
Request date
Date of latest update
04/24/2014
|
File number: |
52265 |
|
Preparation Date: |
04/24/2014 |
|
Company |
PolyPid |
|
Company Number |
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
558,045 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
124,000 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
367,240 |
|
|
D. Approved Equipment |
|
|
Total |
|
34,751 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
40,000 |
|
|
|
|
Total in NIS 1,124,037 |
|
|
Grant 30% 337,211 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
|
/s/ David Lavie |
|
/s/ Amir Weisberg |
|
05/05/14 |
|
|
Office |
|
Company |
|
Date |
|
[Free Translation
from Hebrew]
PolyPid
Ltd.
Number at the registrar
of companies: 514105923
|
Date: 05/11/14 |
|
|
|
Company: 7262 |
To
Industrial Research and Development Administration,
Office of Chief Scientist
Ministry of Industry, Trade and Employment
5 Bank Israel, PO Box 3166
Jerusalem
Dear Sir,
Re: Undertaking
Letter and Notice re Commencement of Performance of Approved R&D Plan
Subject: Product
for controlled ongoing release of growth factors
File Number: 52265
We hereby inform
you that we commenced performing the approved plan, according to the referenced approval letter on 01/01/2014.
| 1. | We declare and undertake to comply with all the provisions of the Law for the Encouragement of
Research and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
| a. | The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing
rights deriving from the research and development without the approval of the research committee. |
| b. | To pay royalties and file all reports according to the Law and the Regulations for the Encouragement
of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties
Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
| 2. | We declare that we have read all instructions and procedures for financial reporting for R&D
purposes and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment
to tasks. |
| 3. | We consent to the attribution of this file numbered: 52265 to plan 44765 |
Subject: Product for controlled
ongoing release of medication for the treatment of bone infection and bone illness.
| 4. | Additional undertakings: |
(A) We have been informed
of the amendment to royalties as published in the 'regulations file 5759' dated 3.12.1988 page 110 (file 5939). Pursuant to the
amendment thereof, the research grants shall be linked to the dollar and shall bear annual interest at the Libor rate.
(B) Additional Undertakings:
Payment of royalties out of
all income derived from products for controlled ongoing release of medication for the treatment of bone infection and bone illness
and other applications of the platform.
| 5. | We hereby declare that we have separated and distinguished account/s in the framework of our financial
bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic
and only according to documentation. |
| 6. | We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of
the approval and according to the Administration’s procedures. |
| 7. | The attached budget, including its details, terms and appendices constitutes a binding framework.
Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
| a. | The company shall not be entitled to advancement, and all payments shall be in accordance with the
financial report. |
| b. | Any additional payment shall be executed according to a detailed financial report which corresponds
to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient
is obliged to file a financial report once every three months and a technical report at least once every half a year, and this
on the Administration’s forms or in the same format. |
| c. | The truthfulness of the financial report shall be confirmed by an authorized representative of the
company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
| d. | Any payment with respect to the approved grant shall be considered as advanced payment only until
the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from
the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt
of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company.
The payment shall be made following examination of the reports by representatives of the Administration. |
| e. | The company’s books of accounts, including the company’s balance sheets, shall be open
for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years
from filing the final financial report, the later of the two. |
| f. | The Administration will have the right to set off any sum due from the recipient of the support out
of grant approved hereby. |
| g. | The grant’s recipient is not entitled to stop performing the plan without the prior written
approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be
entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
| h. | The grant’s recipient is obligated to file a final financial report approved by an accountant
on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no
later than 3 months from the date of completion of the approved plan. |
| i. | The Administration is entitled to demand additional technical reports at any time. |
| j. | An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries
item. |
| k. | In the final financial report only expenses accumulated during the approved research period and paid
no later than 60 days from its termination shall be recognized. |
| l. | The Administration may demand interest and linkage differentials as provided by law on any sum due
to it from the recipient of the grant. |
| 9. | The abovementioned terms do not derogate from any statute and law applicable to the grant for this
file. |
| 10. | We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from
time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration
shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial
advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the
law. |
Signature
confirmation for the company
The undersigned attorney
/ accountant Eitan Kyeit hereby confirms that PolyPid Ltd. is lawfully registered in Israel; that Messrs. Amir
Weisberg who have signed this agreement on its behalf, have signed it before me and are authorized to do so on its behalf;
that their signature on this agreement binds the company.
05/07/2014 |
|
/s/ Eitan Kyiet |
Date |
|
Signature and stamp |
/s/ Amir Weisberg |
|
Amir Weisberg |
|
CEO |
|
|
|
|
|
|
|
|
|
/s/ Noam Emanuel |
|
Noam Emanuel |
|
CTO |
|
[company stamp] |
|
|
|
|
|
|
|
Signature |
|
Name |
|
Position |
|
Company’s stamp |
Exhibit 10.19
[Free Translation
from Hebrew]
State of Israel
Ministry of
Trade and Industry
Industrial Research
and Development Administration
Office of Chief
Scientist
Jerusalem, __________
To
Company's CEO
PolyPid Ltd.
20 Hamagshimim St.
Petah Tikva 49348
Fax no. 972-74-7195718
Dear Sir / Madam,
Subject: Product
for controlled ongoing release of medication for the treatment of bone infection and bone illness
Meeting no.
10/2014 (m) held on 04/07/2014 (File 52264)
We hereby inform you that the
research committee, by virtue of its authority according to Article 17 of the Law for the Encouragement of Research and Development
in the Industry, 5744-1984 (hereinafter: the “R&D Law”), has resolved:
To approve the program with
a budget of up to NIS 6,019,462, and with a grant rate of 30%.
Royalties shall be paid out
of all income derived from products for controlled ongoing release of medication for the treatment of bone infection and bone illness
and other applications of the platform.
Budget cap amount may be reduced
as a result of adjustments to conform to budgeting regulations.
For your information, the program
approval is limited to the approved budget for the foregoing file, and solely for this research and development period. Additional
approvals, for this program or other programs, for the coming years, shall be examined in comparison to the research plans brought
forward to the research committee in the relevant year.
Once you prove that all conditions
set forth by the committee and/or requirements stemming from the financial examination, if any, have been fulfilled, you shall
be summonsed to sign a budget document and letter of undertaking.
The procedure shall be completed
within two months commencing from the day of approval by the committee, otherwise the approval shall terminate, and we shall be
free to allocate the budget for other purposes.
|
Sincerely, |
|
|
|
/s/ Abraham Gross |
|
Abraham Gross |
|
Committee Member- Vice Chief Scientist |
Please note:
Pre-conditions and/or signing on budget and
undertakings, Ms. Shulamit Butbul, tel: 02-6662514
Copy: Ora Dar, Field Head
Shulamit Drukman, Professional Examiner
[Summary Translation
from Hebrew]
This page forms an
integral part of the letter of approval
Details of the budget
for research and development in the matter of: Product for controlled ongoing release of medication for the treatment of …
Performance period
commencing 01/01/2014 until 12/31/2014
Budget page version
1.1
Request date
Date of latest update
04/24/2014
|
File number: |
52264 |
|
Preparation Date: |
04/24/2014 |
|
Company |
PolyPid |
|
Company Number |
7262 |
A. Human Resources |
|
|
Total Human Resources |
|
2,429,711 |
|
|
B. Materials and consumable tools |
|
|
Total Materials |
|
190,300 |
|
|
C. Subcontractors |
|
|
Total Subcontractors |
|
3,301,197 |
|
|
D. Approved Equipment |
|
|
Total |
|
58,256 |
|
|
|
E. Miscellaneous |
|
|
Total |
|
40,000 |
|
|
|
|
Total in NIS 6,019,462 |
|
|
Grant 30% 1,805,839 |
Notes:
A. The person
performing the research shall be entitled to payments only with respect to expenses made and registered in a special account (including
registration of work hours of the researchers working in this research), and in accordance with the budget instructions of the
Office of the Chief Scientist at the Ministry of Trade and Employment.
B. This budget
page is in effect only after signing the letter of approval.
Signature:
/s/ David Lavie |
|
/s/ Amir Weisberg |
|
05/05/14 |
Office |
|
Company |
|
Date |
[Free Translation
from Hebrew]
PolyPid
Ltd.
Number at the registrar
of companies: 514105923
|
Date: 05/11/14 |
|
|
|
Company: 7262 |
To
Industrial Research and Development Administration,
Office of Chief Scientist
Ministry of Industry, Trade and Employment
5 Bank Israel, PO Box 3166
Jerusalem
Dear Sir,
Re: Undertaking
Letter and Notice re Commencement of Performance of Approved R&D Plan
Subject: Product
for controlled ongoing release of medication for the treatment of bone infection and bone illness
File Number: 52264
We hereby inform
you that we commenced performing the approved plan, according to the referenced approval letter on 01/01/2014.
| 1. | We declare and undertake to comply with all the provisions of the Law for the Encouragement of
Research and Development in Industry 5744-1984 (hereinafter the “Law”), and including: |
| a. | The obligation not to transfer to another the knowledge, the rights on the knowledge and the manufacturing
rights deriving from the research and development without the approval of the research committee. |
| b. | To pay royalties and file all reports according to the Law and the Regulations for the Encouragement
of Research and Development in Industry (Rate of Royalties and Rules for their Application), 5756-1996 (hereinafter the “Royalties
Regulations”) and the procedures of the Industrial Research and Development Administration (hereinafter the “Administration”). |
| 2. | We declare that we have read all instructions and procedures for financial reporting for R&D
purposes and we will comply with them, including in connection with the computerized system for the reporting on hours in assignment
to tasks. |
| 3. | We consent to the attribution of this file numbered: 52264 to plan 44765 |
Subject: Product for controlled
ongoing release of medication for the treatment of bone infection and bone illness.
| 4. | Additional undertakings: |
(A) We have been informed
of the amendment to royalties as published in the 'regulations file 5759' dated 3.12.1988 page 110 (file 5939). Pursuant to the
amendment thereof, the research grants shall be linked to the dollar and shall bear annual interest at the Libor rate.
(B) Additional Undertakings:
Payment of royalties out of
all income derived from products for controlled ongoing release of medication for the treatment of bone infection and bone illness
and other applications of the platform.
| 5. | We hereby declare that we have separated and distinguished account/s in the framework of our financial
bookkeeping for the purpose of performing this plan. The recordings made in the account/s are direct, chronological, primary, systematic
and only according to documentation. |
| 6. | We hereby declare that we are aware that the referenced grant shall be paid subject to the terms of
the approval and according to the Administration’s procedures. |
| 7. | The attached budget, including its details, terms and appendices constitutes a binding framework.
Expenses deviating from this detailed framework will not be recognized, unless under the approval of the Administration. |
| a. | The company shall not be entitled to advancement, and all payments shall be in accordance with the
financial report. |
| b. | Any additional payment shall be executed according to a detailed financial report which corresponds
to the Administration’s procedures. Payment shall be made after review of the aforesaid report. The grant’s recipient
is obliged to file a financial report once every three months and a technical report at least once every half a year, and this
on the Administration’s forms or in the same format. |
| c. | The truthfulness of the financial report shall be confirmed by an authorized representative of the
company, and documents witnessing actual payments to subcontractors shall be attached, if such expense is reported. |
| d. | Any payment with respect to the approved grant shall be considered as advanced payment only until
the approval of the final report. Until the final report, no more than 90% (including ongoing advancements) shall be paid from
the lower of the budgeted grant or the expense in the financial report. The remaining balance shall be paid only following receipt
of a final financial report and a final technical report together with confirmation from an accountant on behalf of the company.
The payment shall be made following examination of the reports by representatives of the Administration. |
| e. | The company’s books of accounts, including the company’s balance sheets, shall be open
for review of the Administration during a period of 7 years from the commencement of performance of the approved plan, or 6 years
from filing the final financial report, the later of the two. |
| f. | The Administration will have the right to set off any sum due from the recipient of the support out
of grant approved hereby. |
| g. | The grant’s recipient is not entitled to stop performing the plan without the prior written
approval from the head of the Administration. If the plan is ceased without such approval, the Administration may and shall be
entitled to demand the return of the grant plus interest and linkage differentials in accordance with the law. |
| h. | The grant’s recipient is obligated to file a final financial report approved by an accountant
on its behalf in a format acceptable to the Office of the Chief Scientist and a final technical report to the approved plan, no
later than 3 months from the date of completion of the approved plan. |
| i. | The Administration is entitled to demand additional technical reports at any time. |
| j. | An expense shall not be recognized unless the consideration therefor is paid, except overhead in salaries
item. |
| k. | In the final financial report only expenses accumulated during the approved research period and paid
no later than 60 days from its termination shall be recognized. |
| l. | The Administration may demand interest and linkage differentials as provided by law on any sum due
to it from the recipient of the grant. |
| 9. | The abovementioned terms do not derogate from any statute and law applicable to the grant for this
file. |
| 10. | We hereby undertake to comply with intellectual property laws as shall be practiced in Israel from
time to time, and we consent that if we are convicted for violation of any of the intellectual property laws the Administration
shall be entitled to retrospectively terminate any benefit granted by you, including grant, loan, benefit or any other financial
advantage, or any part of such benefit, and demand their repayment including interest and linkage differentials, according to the
law. |
Signature
confirmation for the company
The undersigned attorney
/ accountant Eitan Kyeit hereby confirms that PolyPid Ltd. is lawfully registered in Israel; that Messrs. Amir
Weisberg who have signed this agreement on its behalf, have signed it before me and are authorized to do so on its behalf;
that their signature on this agreement binds the company.
05/07/2014 |
|
/s/ Eitan Kyiet |
Date |
|
Signature and stamp |
|
|
|
|
|
|
/s/ Amir Weisberg |
|
Amir Weisberg |
|
CEO |
|
|
|
|
|
|
|
|
|
/s/ Noam Emanuel |
|
Noam Emanuel |
|
CTO |
|
[company stamp] |
|
|
|
|
|
|
|
Signature |
|
Name |
|
Position |
|
Company’s stamp |
Exhibit 10.20
FORM OF
CONVERTIBLE LOAN AGREEMENT
THIS
CONVERTIBLE LOAN AGREEMENT (the “Agreement”), dated as of this __ day of December, 2014, is entered into by
and by and between PolyPid Ltd., a company organized under the laws of Israel (the “Company”) and each
of the lenders whose names are set forth in Exhibit A attached hereto (each, a “Lender” and together,
the “Lenders”).
RECITALS
WHEREAS, the
Company is seeking financing in the form of a convertible loan; and
WHEREAS, the
Lenders, which are current shareholders of the Company, have agreed to grant the Company, and the Company has agreed to accept
from the Lenders, a convertible loan in an aggregate amount of up to Three Million United States Dollars ($3,000,000), subject
to and in accordance with the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE,
for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
| 1.1. | The Loan Amount. At the Closing (as defined below), the Lenders shall provide the Company
a loan in the aggregate principal amount of up to Three Million United States Dollars ($3,000,000) (the “Principal Amount”),
pursuant to the allocation set forth in Exhibit A attached hereto. |
In
addition, it is agreed that the Company may borrow, under same terms, additional amounts from external investors which are not
shareholders of the Company (the "New Investor(s)") in one or more tranches,
up to an additional principal amount of Two Million Five Hundred Thousand United States Dollars (US $2,500,000)
subject to the resolution of the board of directors of the Company, all within a period ending on the earlier of: (a) 20 days following
the Closing, and (b) the pricing of an initial public offering of the Company. The New Investor shall sign a joinder to this Agreement
and shall each be deemed as an Investor for the purpose of this Agreement. In the event that the investment (the “New
Investors’ Investment”) made by the New Investors will be made in the form of a loan pursuant to such a joinder,
the New Investors’ Investment shall not be considered as a Financing Round for the purpose of Section 2.1 below ("Additional
Closing").
| 1.2. | Interest. The Principal Amount shall bear interest at the rate of 4% per annum, compounded
annually (“Interest”). Notwithstanding anything herein to the contrary, the Interest shall either be, subject
to the Company's sole discretion: (i) paid to the Lenders in cash (in case of repayment of the Loan Amount or in case of conversion
of the Principal Amount pursuant to the terms of Section 2 below); or (ii) converted into share capital of the Company together
with the Principal Amount, on the same terms; in each case, subject to withholdings taxes, if applicable. The Principal Amount
together with the applicable accrued Interest shall be referred to herein as the “Loan Amount”. |
| 1.3. | Closing. The closing of the transactions contemplated herein shall occur on the date hereof
(the “Closing”). At the Closing, the following transactions shall be consummated simultaneously: |
| 1.1.1. | The Lenders shall deliver to the Company the Principal Amount by wire transfer of immediately available
funds pursuant to the wiring instructions to be delivered to the Lenders by the Company. |
| 1.1.2. | The Company shall deliver to the Lenders:
(A) true and correct copies of resolutions of the Company’s Board of Directors
and shareholders approving, inter alia, this Agreement and the transactions
contemplated hereby, and (B) evidence that any preemptive, veto
and similar rights of the shareholders of the Company have either been waived or complied with in accordance with the Company’s
Articles of Association. |
| 1.1.3. | Use of Proceeds. The Company shall
use the proceeds of the Principal Amount for its ongoing operations as shall be resolved by the Board of Directors of the Company. |
| 2. | Conversion of the Loan. The Loan Amount shall be converted into shares of the Company pursuant
to the provisions of this Section 2. |
| 2.1. | Mandatory Automatic Conversion upon
Financing Round. |
| 2.1.1. | In the event that prior to the first anniversary of the Closing Date (the “Due Date”),
the Company shall consummate a financing round in the Company’s share capital by one or more investors (whether or not such
investors are existing shareholders of the Company) (the “Financing
Round”), the Principal Amount or the Loan Amount, as applicable and subject to the Company’s discretion pursuant
to Section 1.2 above, will be automatically converted into the most senior class of shares of the Company issued in such Financing
Round, based on the price per share reflected in such Financing Round, after giving effect to a 25% discount (the "Discount"). |
| 2.1.2. | The shares of the Company issued to the Lenders upon conversion of the Principal Amount or Loan
Amount, as applicable, pursuant to Section 2.1.1 above shall be of the same class and shall have the same rights and preferences
as the most senior shares issued to the investors in such Financing Round as such rights are reflected from time to time in the
Articles of Association of the Company (the "AOA"). |
| 2.2. | Automatic Conversion upon Initial Public
Offering. Unless previously converted pursuant to Section 2.1
above, immediately prior to the closing of an Initial Public Offering of the Company (an "IPO"), the outstanding
Principal Amount or Loan Amount, as applicable, shall be automatically converted into ordinary shares of the Company at a price
per share equal to the price per share of the Company’s ordinary shares being offered in the IPO, after giving effect to
the Discount. Any shares which shall be issued to the Lenders in connection with the IPO shall be subject to a 180 day lock-up
and/or as may be reasonably required by the underwriter of the IPO. Each Lender hereby irrevocably consents to execute any ancillary
document deemed by the Company or the underwriters necessary or desirable to reflect said conversion terms. |
| 2.3. | Mechanics of Conversion. |
| 2.3.1. | No Fractional Shares. Conversion into shares shall be calculated based on the aggregate
Principal Amount or Loan Amount, as applicable, to be converted and upon conversion, no fractional shares shall be issued to the
Lenders, and the number of converted shares to be issued shall be rounded to the nearest whole number. |
| 2.3.2. | Issuance of Share Certificates.
The Company shall, immediately upon any conversion of the Principal Amount or Loan Amount, as applicable, issue and deliver to
each Lender a certificate representing the number of the converted shares to which such Lender shall be entitled upon conversion
of its portion of the Principal Amount or Loan Amount, as applicable. |
| 2.3.3. | Lenders' Undertaking
to Execute Documents. Each Lender hereby undertakes, upon the conversion of the Principal
Amount or Loan Amount, as applicable, in accordance
with the provisions of this Agreement, to execute any and all documents requested by the Company, if such execution is required
under any law in order to effect such conversion. |
| 2.3.4. | Discharge. Upon conversion of the Principal
Amount or Loan Amount, as applicable, in accordance with the terms of this Agreement, the Principal Amount or Loan Amount,
as applicable, shall, for all intents and purposes, be fully repaid and discharged. At such time that the entire Loam Amount
shall be repaid and/or discharged, this Agreement shall terminate. |
| 2.3.5. | Withholding Taxes. The Company shall
be entitled to deduct withholding taxes in accordance with applicable law. |
| 2.3.6. | Rights of Lenders.
Prior to the conversion of the Principal
Amount or Loan Amount, as applicable, the Lender, in its capacity as lender, shall not be
entitled to any rights of a shareholder of the
Company, including, without limitation, the right to vote or to receive dividends or other distributions. |
| 3.1. | Upon an Event of Default. The Loan
Amount shall immediately become due and payable in cash by the Company (to the extent not previously converted into shares of the
Company pursuant to Section 2 above) upon an Event of Default. Payment shall be made in lawful money of the United States of America
and shall be subject to withholding taxes in accordance with applicable law. |
For purposes of this Agreement,
an “Event of Default” shall mean any of the following: (i) the Company files any petition or action for relief
under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors,
now or hereafter in effect, or makes any assignment for the benefit of creditors, or applies for or consents to the appointment
of any custodian, receiver or trustee for all or any substantial part of its property, or shall admit in writing that it is generally
unable to pay its debts as they become due, or takes any action to authorize any of the actions or events set forth above in this
clause; all provided however that such proceedings were not terminated, lifted or cancelled within 90 days thereafter; (ii) an
involuntary petition is filed against the Company under any bankruptcy statute now or hereafter in effect, which has not been removed,
sustained or terminated within 90 days thereafter (iii) a custodian, receiver, liquidator, trustee or assignee for the benefit
of creditors (or other similar official) is appointed to take possession, custody or control of any property of the Company which
has not been removed, sustained or terminated within 90 days thereafter; (iv) the Company adopts a resolution for liquidation,
winding up or dissolution (or suffers any liquidation, wind-up or dissolution), bankruptcy or reorganization of the Company; (v)
the calling by the Company of a meeting of creditors for the purpose of entering into a scheme or arrangement with such creditors
which has not been removed, sustained or terminated within 90 days thereafter.
| 4. | Representations and Warranties of the Company. The Company hereby represents and warrants
to the Lenders as follows: |
| 4.1. | Organization. The Company is a company duly formed, validly existing under the laws of the
State of Israel, with full corporate power and authority to enter into and perform its obligations under this Agreement. |
| 4.2. | Authorization. All corporate action on the part of the Company (including its shareholders)
necessary for the authorization, execution, delivery, and performance of all of the Company's obligations under this Agreement
have been (or will be) taken prior to the Closing. This Agreement, when executed and delivered by or on behalf of the Company,
shall constitute the valid and legally binding obligations of the Company, legally enforceable against the Company in accordance
with their respective terms. The shares issued to the Lenders upon conversion of the Principal Amount or Loan Amount, as applicable,
(the “Conversion Shares”), when issued and delivered (if any), will be validly issued, fully paid and other
than as set forth in the AOA, as in effect at the relevant time, free of restrictions on transfer. |
| 4.3. | No Breach. The execution and delivery of this Agreement or compliance by the Company with
the terms and provisions hereof, will neither conflict with, or result in a breach or violation of, any of the terms, conditions
and provisions of the Company's articles of association, or other governing instruments of the Company, nor will such execution
and delivery of this Agreement or compliance by the Company with the terms and provisions hereof, conflict with or result in a
breach or violation of, any of the terms, conditions and provisions of (i) any judgment, order, injunction, decree, or ruling of
any court or governmental authority, domestic or foreign, (ii) any agreement, contract, lease, license or commitment to which the
Company is a party or to which it is subject, or (iii) applicable law. Such execution, delivery and compliance does not and will
not, (a) give to others any rights, including rights of termination, cancellation or acceleration, in or with respect to any agreement,
contract or commitment referred to in this paragraph, or to any of the properties of the Company or (b) otherwise require the consent
or approval of any person, which consent or approval has not heretofore been obtained. |
| 5. | Representations and Warranties of the Lenders. Each Lender (severally and not jointly) hereby
represents and warrants to the Company as follows: |
| 5.1. | The Lender has all requisite power and authority to execute and deliver this Agreement and other
agreements contemplated hereby or which are ancillary hereto and to consummate the transactions contemplated hereby and thereby.
This Agreement constitutes a legal, valid and binding obligation of the Lender, enforceable against the Lender in accordance with
its terms. |
| 5.2. | The Lender is an “accredited investor” as such term is defined in Rule 501 of Regulation
D promulgated under the Securities Act of 1933, as amended (the “Securities Act”) and that the information contained
on the signature page hereto is complete, accurate and true in all respects; |
| 5.3. | The Lender has had the opportunity to conduct an independent examination of the Company’s
business, financial or legal affairs and condition and recognizes that the Company has a limited operating history and no approved
pharmaceuticals, and that an investment in the Company involves a high degree of risk, including, without limitation, that the
Company may never conduct an IPO or otherwise effectuate a liquidity event; |
| 5.4. | The Lender has been advised that there will be no market for the Conversion Shares and that a market
may never develop. The Lender’s overall commitment to investments which are not readily marketable is not disproportionate
to his net worth; his investment in the Company will not cause such overall commitment to become excessive; and he can afford to
bear the loss of his entire investment in the Company; |
| 5.5. | The Lender has adequate means of providing for his current needs and personal contingencies and
has no need for liquidity in his investment in the Company; |
| 5.6. | The Lender has such knowledge and experience in financial and business matters that he is capable
of evaluating the merits and risks of an investment in the Company; |
| 5.7. | The Lender confirms that the Company has made available to Lender the opportunity to ask questions
of, and receive answers from, the Company concerning the Company and/or the Conversion Shares. In considering its investment in
the Company, the Lender has not relied upon any representations made by, or other information (whether oral or written) furnished
by or on behalf of, the Company, or any director, officer, stockholder, partner, employee, agent, member, or counsel, or any representative
or affiliate of any of the foregoing, other than as expressly set forth in this Agreement; |
| 5.8. | The Lender hereby acknowledges that the Lender has been advised that the Conversion Shares have
not been, and will not be, registered with, or reviewed by, the United States Securities and Exchange Commission (the “SEC”)
because the issuance of the Conversion Shares is intended to be a non-public offering pursuant to Section 4(2) and Regulation D
under the Securities Act. The Lender represents that, in the event of conversion, the Conversion Shares are being purchased for
the Lender’s own account, for investment purposes only and not with a view for distribution or resale to others. The Lender
agrees that the Lender will not sell or otherwise transfer the Conversion Shares unless they are registered under the Securities
Act or unless in the opinion of counsel satisfactory to the Company an exemption from such registration is available. The Lender
understands that the Conversion Shares have not been registered under the Securities Act by reason of a claimed exemption under
the provisions of the Securities Act which depends, in part, upon the Lender’s investment intention. |
| 5.9. | The Lender understands that neither the SEC nor the securities administrator of any state or governmental
entity outside the United States has made any finding or determination relating to the fairness of this investment and that neither
the SEC nor any such securities administrator has recommended or endorsed, or will recommend or endorse, the offering and/or issuance
of the Conversion Shares, nor have any of them reviewed or passed upon the accuracy or adequacy of this Agreement; |
| 5.10. | If the Lender is an entity, the execution, delivery and performance by the Lender of the Agreement
has been duly authorized by its Board of Directors or other governing body and validly executed on its behalf; |
| 5.11. | The Lender acknowledges that no general solicitation or general advertising (including communications
published in any newspaper, magazine, e-mail or by electronic means on the Internet or other broadcast) has been received by him
and that no public solicitation or advertisement with respect to the offering of the Conversion Shares has been made to him; |
| 5.12. | The Lender has sufficient resources to bear the economic risk of an investment in the Company and
in the Conversion Shares for an indefinite period of time, and that this investment is being made for the account of the Lender
alone; |
| 5.13. | By executing and delivering this Agreement, the Lender covenants to the Company that, except with
the prior written permission of the Company, it shall at all times keep confidential and not divulge, furnish or make accessible
to anyone any information contained in this Agreement, including the exhibits and attachments thereto; |
| 5.14. | THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES
LAWS OF ANY STATES AND ARE BEING OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND
SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED,
DISAPPROVED OR RECOMMENDED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY,
NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE
OFFERING MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL, THE COMPANY MAY AFFIX ON ANY SHARE CERTIFICATE ISSUED HEREUNDER
APPROPRIATE LEGEND EVIDENCING THE ABOVE STATEMENTS; |
| 5.15. | The Lender is not a “U.S. Person” as that term is defined in Rule 902 of Regulation
S under the Securities Act; and received all communications relating to the issuance of the Conversion Shares, and executed all
documents relating thereto, outside the United States; |
| 5.16. | Without derogating from the foregoing, each Lender confirms that he/it is either a director of
the Company or is considered as an investor for purpose of Section 15A(b)(1) to the Israeli Securities Law 5728–1968 (the
"Israeli Securities Law") and he/it understands and confirms the implications thereof; and |
| 5.17. | The foregoing representations and warranties are true and accurate as of the date hereof, shall
be true and accurate as of the date of delivery of this Agreement and accompanying documents to the Company and shall survive such
delivery. If, in any respect, those representations and warranties shall not be true and accurate prior to the conversion and issuance
of any shares as provided for in this Agreement, the undersigned shall immediately give written notice to the Company specifying
which representations and warranties are not true and accurate and the reason therefor. |
| 6. | Indemnification; Survival of Representations. |
| 6.1. | Indemnification. The Company shall
indemnify, defend and hold harmless the Lenders and its directors, officers, and shareholders and representatives (the “Indemnified
Party”), from and against all third party claims, actions, suits, losses, liabilities, damages, deficiencies, judgments,
settlements, actually incurred by the Lenders (including reasonable attorneys' fees and disbursements incurred in connection with
defending a claim or enforcing this indemnification or otherwise in connection with any of the foregoing), arising out of any breach
of any representation or warranty of the Company contained in Section 4 of this Agreement (collectively, “Losses”)
provided however that no claims made under this Section 6 shall be brought
against the Company unless such Losses exceed in the aggregate US$ 50,000, at which point claims may be made for the full amount
of Losses from the "first Dollar". |
| 6.2. | Limitations. Notwithstanding anything
to the contrary herein (i) the liability of the Company towards the Lenders under this Agreement with respect to breaches of representations
and warranties contained in Section 4 of this Agreement (a “Reps Claim”) shall be limited to the Loan Amount
plus any reasonable expenses incurred by any Lender in connection with its claim in respect of such Losses; and (ii) no Reps Claim
shall be brought against the Company later than the end of the applicable Survival Period set forth in Section 6.3 below. |
| 6.3. | Survival. Each representation and
warranty set forth in Section 4 shall survive and remain in full force and effect after the Closing until the earlier of:
(i) conversion (in which case the applicable share purchase agreement shall govern) or repayment of the Loan Amount; or (ii) twenty
four (24) months following the Closing (the “Survival Period”). |
| 7.1. | Further Assurances. Each of the parties hereto shall perform such further acts and execute
such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and
the intentions of the parties as reflected hereby. |
| 7.2. | Governing Law. This Agreement shall
be governed by and construed according to the laws of the State of Israel, without regard to principles
of conflict of laws. The parties hereto irrevocably submit to the exclusive jurisdiction of any court of competent jurisdiction
located in Tel-Aviv in respect of any dispute arising out of or in connection with this Agreement or the transactions contemplated
hereby. Except as otherwise expressly limited herein, the provisions hereof shall inure to the benefit of, and be binding upon,
the successors, assigns, heirs, executors, and administrators of the parties hereto. |
| 7.3. | Assignment. None of the rights, privileges, or obligations set forth in, arising under,
or created by this Agreement may be assigned or transferred by either Party. |
| 7.4. | Entire Agreement; Amendment and Waiver. This Agreement constitutes the full and entire understanding
and agreement between the parties with regard to the subject matter hereof and supersedes any prior agreements between the parties
with respect to such subject matter. Any term of this Agreement may be amended and the observance of any term hereof may be waived
(either prospectively or retroactively and either generally or in a particular instance) only with the written consent of the Company
and the Lenders advancing a majority of the Loan Amount, which amendment shall then be binding upon all Lenders. |
| 7.5. | Notices. All notices and other
communications required or permitted hereunder to be given to a party to this Agreement shall be in writing and shall be faxed,
e-mailed or mailed by registered or certified mail, postage prepaid,
or otherwise delivered by hand or by messenger, to the addresses provided by the parties. Any notice sent in accordance with this
Section shall be effective (i) if mailed, seven (7) business days after mailing, (ii) if sent by messenger, upon delivery, and
(iii) if sent via facsimile or e-mail, upon transmission and electronic confirmation of receipt or (if transmitted and received
on a non-business day) on the first business day following transmission and electronic confirmation of receipt. |
| 7.6. | Delays or Omissions. No delay or omission to exercise any right, power, or remedy accruing
to any party upon any breach or default under this Agreement, shall be deemed a waiver of any other breach or default theretofore
or thereafter occurring. All remedies, either under this Agreement or by law or otherwise afforded to any of the parties, shall
be cumulative and not alternative. |
| 7.7. | Severability. If any provision
of this Agreement is held by a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall
be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded
and shall be enforceable in accordance with its terms; provided,
however, that in such event this Agreement shall be interpreted so as to give effect, to the greatest extent consistent with and
permitted by applicable law, to the meaning and intention of the excluded provision as determined by such court of competent jurisdiction. |
| 7.8. | Counterparts. This Agreement may
be executed in one or more counterparts. |
[Remainder of page intentionally left
blank]
IN WITNESS WHEREOF, the parties have signed this Convertible
Loan Agreement as of the date first written above.
|
THE COMPANY: |
|
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|
POLYPID LTD. |
|
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By: |
|
|
|
|
|
Name: |
|
|
|
Title: |
|
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THE LENDER: |
YOUR SIGNATURE IS REQUIRED
- For U.S. securities law purposes:
By initialing the appropriate
space below, the Lender hereby represents that the Lender is:
________
(initials) |
a corporation, a business trust, or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000. |
________
(initials) |
a natural person whose individual net worth, or joint net worth with his or her spouse, exceeds $1,000,000 (ignoring the positive net value of a principal residence secured by a mortgage but including any negative net value). |
________
(initials) |
a natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with his or her spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year. |
________
(initials) |
a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Ordinary Shares, whose purchase is directed by a sophisticated person as described Regulation D. |
________
(initials) |
an entity in which all of the equity owners
fall within one of the categories set forth above.
Other category of accredited investor
(specify): _________________________________ |
YOUR SIGNATURE
IS REQUIRED - For Israeli securities law purposes:
By
initialing the appropriate space below, the Lender hereby represents that the corresponding description is true, and that the
Lender is aware of the implications of being declared a Classified Investor1
under the Israeli Securities Law and the Lender consents to being declared as
such:
________
(initials) |
an entity or person which is a Controlling Shareholder2,
a general manager or a director in the Company or a corporation in the control of the Company. |
________
(initials) |
a corporate entity which is an venture capital fund3; |
1
A Classified Investor – an investor who falls within any of the categories listed in the 1st Addendum of the
Israeli Securities Law.
2
"Control" is defined as ability the ability to direct the activities of the company, other than by virtue
of being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the
voting rights in a company or the right to appoint the directors of the company or its general manager.
3
A venture capital fund is defined as a corporation whose main activity is investing in corporations which, at the
time of the investment, area primarily engaged in research, development or manufacturing of innovative and hi-tech products or
processes, and where the risk of investment is higher than what is customary for other investments.
________
(initials) |
a corporation entity fully owned by Classified Investors; |
________
(initials) |
a corporation entity with shareholders equity exceeding ILS 50,000,000 (excluding entities that were incorporated for the purpose of purchasing securities in a specific offering). |
________
(initials) |
a person who, if purchases securities of the Company, does so
for their own account and not on behalf, or the benefit, of any other party, and complies with at least two of the following:
(i) owns cash, deposits, Financial Assets4 and
securities worth (in total) of more than ILS 12,000,000; (ii) has expertise in the capital market, or alternatively was employed
for at least a year in a professional role which requires expertise in the capital market; (iii) during the four calendar
quarters prior to the date hereof, executed at least 30 transactions in average per quarter, not including transactions performed
by a portfolio manager/s. |
________
(initials) |
an entity in which all of the equity owners
fall within one of the categories set forth above.
Other category of accredited investor
(specify): _________________________________ |
Lender’s name é |
|
Lender’s signature é |
|
Title of signatory, if Lender is an entity é |
|
Loan amount invested to be extended by the Lender ê |
| 4 | "Financial Assets" are defined
to include units in mutual investment funds, shares or units of funds registered outside of Israel, options, future contracts,
structured products and education funds (kranot hishtalmut). |
Exhibit A
List of Lenders
Exhibit 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the
reference to our firm under the caption “Experts” and to the use of our report dated July 8, 2014 (except for Note
2(h), 7, 9, 10, 12, 13 and 14, as to which the date is XX, 2015), with respect to the financial statements of Polypid Ltd. included
in the Registration Statement on Form F-1 and related Prospectus of Polypid Ltd., dated XX, 2015.
|
|
Tel-Aviv, Israel |
KOST FORER GABBAY & KASIERER |
XX, 2015 |
A Member of Ernst & Young Global |
The foregoing report
is the form that will be signed upon completion of the 4.65-for-1 share reversed split described in Note 14(d) to the financial
statements.
|
/s/ KOST FORER GABBAY & KASIERER |
Tel-Aviv, Israel |
KOST FORER GABBAY & KASIERER |
January 12, 2015 |
A Member of Ernst & Young Global |
Exhibit 99.3
LETTER OF REPRESENTATION
In connection with the filing of a
Registration Statement on Form F-1 by Polypid Ltd., a corporation organized under the laws of Israel (the “Company”),
relating to the initial public offering of the Company’s ordinary shares, the Company hereby requests that the Securities
and Exchange Commission waive the requirement of Item 8.A.4 of Form 20-F that the Company have audited financial statements of
a date not older than 12 months from the date of filing of any amendment to its Registration Statement on Form F-1 (File No. 333-199297).
In connection with this request, the Company represents to the Securities and Exchange Commission that:
|
1. |
The Company is not required by any jurisdiction outside the United States to have audited financial statements of a date not older than 12 months from the date of filing of its Registration Statement. |
|
2. |
Compliance with Item 8.A.4 is impracticable and involves undue hardship for the Company. |
|
3. |
At the time its Registration Statement is declared effective, the Company will have audited financial statements not older than 15 months. |
IN WITNESS WHEREOF, the undersigned
has executed this Letter of Representation on this 12th day of January, 2015.
POLYPID LTD.
/s/ Eitan Kyiet
By: Eitan Kyiet
Chief
Operating Officer
POLYPID LTD. (NASDAQ:PLPD)
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