UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ArQule, Inc.
(Name of Issuer)
Common Stock Par Value $0.01 Per Share
(Title of Class of Securities)
04269E107
(CUSIP Number)
Asaf Shinar
Pontifax
14 Shenkar Street
Herzliya Pituach 46140, Israel
972-9-9725617
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 27, 2019
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §§ 240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 04269E107 |
SCHEDULE 13D |
1 |
NAME OF REPORTING PERSON: Pontifax Management 4 GP (2015) Ltd.
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
3 |
SEC USE ONLY
| |
4 |
SOURCE OF FUNDS
WC | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel | |
NUMBER WITH
|
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
8,844,5871 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
8,844,5871 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1
8,844,5871 | |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.35% 2 | |
14 |
TYPE OF REPORTING PERSON
PN |
1 | Includes 7,174,873 shares of common stock and warrants to purchase 1,669,714 shares of common stock | |
2 | All percentages calculated herein are based on 120,260,385 outstanding shares of common stock as of June 30, 2019. |
CUSIP No. 04269E107 |
SCHEDULE 13D |
1 |
NAME OF REPORTING PERSON: Pontifax (Israel) IV, L.P.
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
3 |
SEC USE ONLY
| |
4 |
SOURCE OF FUNDS
WC | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel | |
NUMBER WITH
|
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
4,362,2241 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
4,362,2241 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1
4,362,2241 | |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.62% | |
14 |
TYPE OF REPORTING PERSON
PN |
1 | Includes 3,538,592 shares of common stock and warrants to purchase 823,632 shares of common stock. |
CUSIP No. 04269E107 |
SCHEDULE 13D |
1 |
NAME OF REPORTING PERSON: Pontifax (Cayman) IV, L.P.
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
3 |
SEC USE ONLY
| |
4 |
SOURCE OF FUNDS
WC | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |
NUMBER WITH
|
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
2,123,673 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
2,123,6731 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON1
2,123,6731 | |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.76% | |
14 |
TYPE OF REPORTING PERSON
PN |
1 | Includes 1,723,115 shares of common stock and warrants to purchase 400,558 shares of common stock. |
CUSIP No. 04269E107 |
SCHEDULE 13D |
1 |
NAME OF REPORTING PERSON: Pontifax (China) IV, L.P.
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
3 |
SEC USE ONLY
| |
4 |
SOURCE OF FUNDS
WC | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |
NUMBER WITH
|
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
2,358,6901 | |
9 |
SOLE DISPOSITIVE POWER
0 | |
10 |
SHARED DISPOSITIVE POWER
2,358,6901 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,358,6901 | |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.96% | |
14 |
TYPE OF REPORTING PERSON
PN |
1 | Includes 1,913,166 shares of common stock and warrants to purchase 445,524 shares of common stock. |
CUSIP No. 04269E107 |
SCHEDULE 13D |
1 |
NAME OF REPORTING PERSON: Pontifax III Management of Fund (2011) Ltd.
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
3 |
SEC USE ONLY
| |
4 |
SOURCE OF FUNDS
WC | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel | |
NUMBER WITH |
7 |
SOLE VOTING POWER
8,611 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
8,611 | |
10 |
SHARED DISPOSITIVE POWER
0 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,611 | |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.00% | |
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 04269E107 |
SCHEDULE 13D |
1 |
NAME OF REPORTING PERSON: Pontifax Late Stage GP Ltd.
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
3 |
SEC USE ONLY
| |
4 |
SOURCE OF FUNDS
WC | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel | |
NUMBER BENEFICIALLY
|
7 |
SOLE VOTING POWER
36,923 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
36,923 | |
10 |
SHARED DISPOSITIVE POWER
0 | |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,923 | |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03% | |
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 04269E107 |
SCHEDULE 13D |
1 |
NAME OF REPORTING PERSON: Pontifax Late Stage Fund L.P.
| |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
| |
3 |
SEC USE ONLY
| |
4 |
SOURCE OF FUNDS
WC | |
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2 ¨
| |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |
NUMBER OF WITH
|
7 |
SOLE VOTING POWER
36,923 |
8 |
SHARED VOTING POWER
0 | |
9 |
SOLE DISPOSITIVE POWER
36,923 | |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
36,923 |
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.03% |
14 |
TYPE OF REPORTING PERSON
PN |
CUSIP No. 04269E107 |
SCHEDULE 13D |
As further described herein, the purposes of this Amendment No. 1 (this “Amendment”) are to update the beneficial ownership of the Reporting Persons and to add Pontifax Late Stage GP Ltd. as an additional Reporting Person.
Item 1. | Security and Issuer. |
This Amendment amends and supplements the statement on Schedule 13D (the “Schedule 13D”) filed by Pontifax Management 4 GP (2015) Ltd., Pontifax (Israel) IV, L.P., Pontifax (Cayman) IV, L.P., Pontifax (China) IV, L.P. and Pontifax III Management of Fund (2011) Ltd. On June 26, 2018, relating to the beneficial ownership of shares of Common Stock, par value $0.01 per share, of ArQule, Inc. (the “Issuer”), a company organized under the laws of the State of Delaware ("ArQule"). The address of the principal office of ArQule is 1 Wall Street, 6th Floor, Burlington, MA 01803. Capitalized terms used but not defined have the meaning given them in the Original Filing.
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Statement.
1. | Item 2 of the Schedule 13D is hereby amended, restated and replaced in its entirety as follows: |
Item 2. |
Identity and Background. |
This statement is being filed on behalf of (1) Pontifax Management 4 G.P. (2015) Ltd. (“Management 4”), (2) Pontifax (Israel) IV, L.P. (“Israel IV”), (3) Pontifax (Cayman) IV L.P. (“Cayman IV”), (4) Pontifax (China) IV L.P. (“China IV”) (together with Cayman IV and Israel IV, the “IV Funds”), (5) Pontifax Management III G.P. Ltd. (2011) (“Management III”) ,(6) Pontifax Late Stage Fund L.P. (“Late Stage L.P.”) and (7) Pontifax Late Stage GP Ltd. (“Late Stage GP”) . Management 4, the IV Funds, Management III, Late Stage L.P and Late Stage GP are collectively referred to herein as the “Reporting Persons”
Each of Management 4, Israel IV, Management III and Late Stage GP is organized under the laws of Israel. Each of Cayman IV, China IV and Late Stage L.P. is organized under the laws of the Cayman Islands. The business address of each of the Reporting Persons is c/o Pontifax, 14 Shenkar Street, Beit Ofek, Herzliya Pituach, 46140 Israel.
The Reporting Persons are principally engaged in the business of long-term, venture-type investments in high growth pharmaceutical, biotechnological and medical device companies.
Management 4 is the ultimate general partner of each of the IV Funds. The shareholders of Management III and Management 4 are Tomer Kariv and Ran Nussbaum (together, the “Related Persons”). Messrs. Kariv and Nussbaum are citizens of Israel. The business address of each of the Related Persons is c/o Pontifax, 14 Shenkar Street, Beit Ofek, Herzliya Pituach, 46140 Israel. The current principal occupation of each of the Related Persons is Managing Partner of Pontifax.
Late Stage L.P. invests side by side with the IV Funds. Late Stage is the ultimate general partner of Late Stage L.P., the sole shareholder of Late Stage GP is Mr. Shlomo Karako. The business address of Mr. Shlomo Karako. is c/o Pontifax, 14 Shenkar Street, Beit Ofek, Herzliya Pituach.
During the last five years, none of the Reporting Persons or Related Persons (i) has been convicted in any criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
CUSIP No. 04269E107 |
SCHEDULE 13D |
2. | Item 3 of the Schedule 13D is hereby amended as follows: |
Item 3. | Source and Amount of Funds or Other Consideration. |
On July 13, 2018, the Reporting Persons (other than Pontifax Late Stage Fund L.P.) purchased 181,818 shares of Common Stock at a weighted average price of $5.50 per share in the Issuer’s follow-on public offering.
On June 27, 2019, the Reporting Persons (other than Management III) purchased 270,769 shares of Common Stock at a weighted average price of $9.75 per share in the Issuer’s follow-on public offering.
On September 12, 2019, Management 4, Israel IV, Cayman IV and China IV, exercised warrants to purchase in total 114,286 shares of Common Stock at a weighted average price of $1.75 per share.
Each of the Reporting Persons obtained the funds to purchase the shares of Common Stock through capital contributions from its members.
3. | Item 5 of the Schedule 13D is hereby amended, restated and replaced in its entirety as follows: |
Item 5. | Interest in Securities of the Issuer. |
(a) - (b)
The following sets forth the aggregate number and percentage of shares of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of as of the date hereof.
Reporting Person | Amount beneficially owned | Percent of class | Sole power to vote or direct the vote | Shared power to vote or direct the vote |
Sole power to dispose or to direct the disposition of |
Shared power to dispose or to direct the disposition of |
Management 4 | 8,844,587 (1) | 7.35%* | - | 8,844,587 | - | 8,844,587 |
Israel IV | 4,362,224 (2) | 3.62% | - | 4,362,224 | - | 4,362,224 |
Cayman IV | 2,123,673 (3) | 1.76% | - | 2,123,673 | - | 2,123,673 |
China IV | 2,358,690 (4) | 1.96% | - | 2,358,690 | - | 2,358,690 |
Late Stage | 36,923 | * | 36,923 | 36,923 | ||
Late Stage L.P. | 36,923 | * | 36,923 | 36,923 | ||
Management III | 8,611 | * | - | 8,611 | - | 8,611 |
* | Percent of less than 1%. |
(1) | Includes warrants to purchase 1,669,714 shares of Common Stock. |
(2) | Includes warrants to purchase 823,632 shares of Common Stock. |
(3) | Includes warrants to purchase 400,558 shares of Common Stock. |
(4) | Includes warrants to purchase 445,524 shares of Common Stock. |
The above table excludes 90,000 shares of Common Stock underlying stock options awarded to Mr. Ran as part of his compensation as a member of the board of directors of ArQule, Inc. Options covering 30,000 of those shares of Common Stock are current exercisable.
Except as set forth in this Item 5(a)-(b), each of the persons named in this Item 5(a)-(b) disclaims beneficial ownership of any shares of Common Stock or options or warrant to purchase shares of Common Stock owned beneficially or of record by any other person named in this Item 5(a)-(b).
(c) | On June 27, 2019, Israel IV purchased 133,548 shares of Common Stock, Cayman IV purchased 65,016 shares of Common Stock, China IV purchased 72,205 shares of Common Stock, and Late Stage LP purchased 36,923 shares of Common Stock, at a price of $9.75 per share in the Issuer’s public offering. On September 12, 2019, Israel IV exercised warrants to purchase 56,368 shares of Common Stock, Cayman IV Israel exercised warrants to purchase 27,442 shares of Common Stock and China IV exercised warrants to purchase 30,476 shares of Common Stock. |
(d) | None. |
(e) | Not applicable |
CUSIP No. 04269E107 |
SCHEDULE 13D |
4. | Item 6 of the Schedule 13D is hereby amended as follows: |
Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
In connection with the Issuer’s public offering, the Reporting Persons have agreed not to sell or transfer any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock for 90 days after June 24, 2019 without first obtaining the written consent of the underwriters.
Pursuant to Strategic Alliance Agreement dated August 9, 2018, between Late Stage L.P. and the IV Funds, Late Stage invests side-by-side with the IV Funds.
5. | Item 7 of the Schedule 13D is hereby amended, restated and replaced in its entirety as follows: |
Item 7. |
Material to Be Filed as Exhibits. |
EXHIBIT INDEX
1. | Form of Lock-up Agreement (incorporated by reference to Schedule B of Exhibit 1.1 filed by ArQule, Inc. with a Current Report on Form 8-K on June 25, 2019). |
2. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended. |
3. | Strategic Alliance Agreement dated August 9, 2018. |
CUSIP No. 04269E107 |
SCHEDULE 13D |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: September 19, 2019
PONTIFAX MANAGEMENT 4 G.P. (2015) LTD. | |||
By : | /s/ Ran Nussbaum | ||
Name : | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX (CAYMAN) IV, L.P. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX (ISRAEL) IV, L.P. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX (CHINA) IV L.P. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX MANAGEMENT III G.P.(2011) LTD. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX LATE STAGE FUND L.P. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Authorized Reporting Person | ||
PONTIFAX LATE STAGE LTD. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Authorized Reporting Person |
Exhibit 2
Joint Filing Agreement
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the Common Stock beneficially owned by each of them of ArQule, Inc.. This Joint Filing Agreement shall be included as an exhibit to such Schedule 13D.
IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 19th day of September 2019.
PONTIFAX MANAGEMENT 4 G.P. (2015) LTD. | |||
By : | /s/ Ran Nussbaum | ||
Name : | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX (CAYMAN) IV, L.P. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX (ISRAEL) IV, L.P. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX (CHINA) IV L.P. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX MANAGEMENT III G.P.(2011) LTD. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Managing Partner | ||
PONTIFAX LATE STAGE FUND L.P. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Authorized Reporting Person | ||
PONTIFAX LATE STAGE LTD. | |||
By: | /s/ Ran Nussbaum | ||
Name: | Ran Nussbaum | ||
Title: | Authorized Reporting Person |
Exhibit 3
STRATEGIC ALLIANCE AGREEMENT
This Strategic Alliance Agreement (the “Agreement”) is made as of August 9, 2018 (the “Effective Date”), by and between Pontifax IV GP LP (“GP4”), Pontifax V GP LP (“GP5”) and Pontifax Late Stage GP Ltd (“LS GP”).
1. | All capitalized terms used and not defined herein shall have the meaning ascribed thereto in the Limited Partnership Agreement dated August 9, 2018, by and among Pontifax LS, Pontifax GP II Limited and [AIG LP] (the “Partnership Agreement”). |
2. | GP5 is the general partner of Pontifax (Israel) 5 LP, Pontifax (Cayman) 5 LP, and Pontifax (China) 5 LP (“Pontifax 5”). GP5 hereby undertakes to use best efforts to enable Pontifax Late Stage Fund LP (“Pontifax LS”) to participate in any round of investment in which Pontifax 5 intends to invest at least US$ 10,000,000 side by side to the extent participation is feasible. |
3. | GP4 is the general partner of Pontifax (Israel) 4 LP, Pontifax (Cayman) 4 LP, and Pontifax (China) 4 LP (“Pontifax 4”). GP4 undertakes to use best efforts to enable Pontifax LS to participate in any follow-on investments of Pontifax 4 in its portfolio companies in which Pontifax 4 intends to invest at least US$ 15,000,000 side by side to the extent participation is feasible. |
4. | Investment with either Pontifax 4 or Pontifax 5, in accordance with Section 2 or 3 above, as applicable, will be made on a pro-rata basis based on committed but un-invested amount of each party and the amount invested by Pontifax LS shall not be higher than 20% of the aggregate amount invested by Pontifax 4 or Pontifax 5, as applicable, in such portfolio company. |
5. | Each of GP4 or GP5, as applicable, will use its best efforts to notify LS GP regarding its intention to dispose or sell securities of a portfolio company of Pontifax 4 or Pontifax 5, as applicable. |
6. | In the event that either Mr. Tomer Kariv or Mr. Ran Nussbaum shall no longer devote substantially all of his business time and attention to managing the affairs and activities of Pontifax 4 or Pontifax 5, then GP4 or GP5, as applicable, shall provide LS GP with prompt notice. |
7. | This Agreement shall be exclusively governed by and construed in accordance with the laws of the Cayman Islands. The competent court of London, England shall have exclusive jurisdiction in all matters relating to or arising from this Agreement. |
8. | This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which when taken together shall constitute one instrument. |
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Pontifax 4 GP LP | ||
By: | /s/ Ran Nussbaum | |
Name: | Ran Nussbaum | |
Pontifax 5 GP LP | ||
By: | /s/ Ran Nussbaum | |
Name: | Ran Nussbaum | |
Pontifax Late Stage GP Ltd | ||
By: | /s/ Shlomi Karako | |
Name: | Shlomi Karako |