Exhibit 10.1.1
AMENDMENT TO THE ASSET PURCHASE
AGREEMENT
(the
“Amendment”)
THIS AMENDMENT , is made and entered into as of April 2,
2009, by and among MabCure Inc. (f/k/a Smartec Holdings
Inc.), (“Pubco”), Indigoleaf Associates Ltd .
(the “Vendor”), and Dr. Amnon Gonenne (the
“Executive”). (Together the “Parties”, and
each individually, a “Party”).
WHEREAS , Pubco, the Vendor and the Executive entered into
an Asset Purchase Agreement dated January 10, 2008 (the
“Agreement”); and
WHEREAS, the Executive, as one of the founders of the cancer
therapy and detection business of Pubco, was granted the Executive
Shares as founder shares; and
WHEREAS, the Executive is one of the key employees of Pubco,
and his continued engagement with Pubco for a certain period of
time is important for the growth and development of Pubco;
and
WHEREAS , the foregoing points were not clearly
set forth in the Agreement; and
WHEREAS , the Parties are interested in amending the
Agreement to clarify the intent of the Parties and to correct a
mistake in the description of the Executive Shares, while leaving
the Agreement’s remaining terms and conditions in full force
and effect.
NOW THEREFORE , the Parties hereby agree to amend
the Agreement as follows:
1. Except as specifically
modified by this Amendment, the terms and conditions of the
Agreement shall remain in full force and effect and shall continue
to govern the business relationship among the Parties. The
effective date of this Amendment shall be the date of the
Agreement. In the event of any inconsistency between the terms of
this Amendment and the terms of the Agreement, the terms of this
Amendment shall control.
2. The capitalized terms used in
this Amendment shall have the meanings ascribed to them in the
Agreement, unless defined otherwise herein.
3. Section 3 of the Agreement
shall be deleted and replaced with the following amended Section
3:
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3.
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The Executive
Shares
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3.1
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At the Closing, in consideration
of the services provided by the Executive as one of the founders of
the cancer detection and therapy business of Pubco, Pubco shall
issue to the Executive 6,409,600 common shares in the capital of
Pubco (the " Executive Shares "; the Executive Shares and
the Vendor Shares collectively, the " Transaction Shares ")
as founders stock, which shares when issued shall be issued as
fully-paid and non-assessable.
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3.2
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Notwithstanding the foregoing,
the Executive agrees and acknowledges that 75% of the Executive
Shares ( i.e . 4,807,200 shares; the " Repurchase
Shares ") shall be subject to a Lapsing Repurchase
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Right (as defined in Section 3.3
below) and such shares shall be held in escrow by the Escrow Agent
(as defined below). The Repurchase Shares shall be released from
the Lapsing Repurchase Right and shall be no longer subject thereto
following an 18 month period from the Closing. The Repurchase
Shares shall be released in three 6-month intervals (each an "
Interval "), such that 1/3 of the Repurchase Shares (
i.e . 1,602,400 shares) shall be released from the Lapsing
Repurchase Right at the end of each Interval, provided that at each
respective Interval the Executive continues to be retained by Pubco
pursuant to the employment agreement (the " CEO Employment
Agreement ") to be entered into by Pubco and the Executive. All
of the Re
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