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CONTRACT IS MADE ON [ ] JUNE 2017 BETWEEN:

Key Takeaway: Contract number (FI No.): 85217 Serapis No.: 2015-0572 EUROPEAN INVESTMENT BANK AND BIONDVAX PHARMACEUTICAL LTD FINANCE CONTRACT BIONDVAX UNIVERSAL FLU VACCINE (IDFF) Clause Page 1. Interpretation and Definitions 2 2. Credit and Disbursements 10 3. The Loan 14 4. Remuneratio

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Contract number (FI No.): 85217
Serapis No.: 2015-0572
EUROPEAN INVESTMENT BANK AND BIONDVAX PHARMACEUTICAL LTD
FINANCE CONTRACT BIONDVAX UNIVERSAL FLU VACCINE (IDFF)
Clause Page
1. Interpretation and Definitions 2
2. Credit and Disbursements 10
3. The Loan 14
4. Remuneration 14
5. Repayment 15
6. Payments 18
7. Borrower Undertakings and Representations 20
8. Charges and Expenses 20
9. Events of Default 21
10. Law and Jurisdiction, Miscellaneous 24
11. Final Clauses 25
Schedule A Investment Specification and Reporting 27
Part A Technical Description 27
Part B Information Duties 28
Schedule B Definition of EURIBOR 30
Schedule C Form of Disbursement Offer/Acceptance 32
Schedule D Form of Drawdown Certificate 34
Schedule E Form of Compliance Certificate 35
Schedule F Initial Documentary Conditions Precedent 36
Schedule G Representations and Warranties 37
Schedule H General Undertakings 41
Schedule I Information and Visits 48
CONTRACT IS MADE ON [ ] JUNE 2017 BETWEEN:
is hereby agreed as follows:
Tranche" means a Tranche in respect of a Disbursement Offer which has been duly accepted by the Borrower in accordance
with its terms on or before the Disbursement Acceptance Deadline.
in concert" means acting together pursuant to an agreement or understanding (whether formal or informal).
Financial Statements" means the audited financial statements of the Borrower, prepared in accordance with IFRS.
Vaccine Revenues" means, in respect of any Financial Year, the Net Sales revenues of the Borrower or, if the Borrower
has entered into a Pharma Partnership Agreement, the Net Sales of the Partner.
means an authorisation, permit, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
Signatory" means a person authorised to sign individually or jointly Disbursement Acceptances on behalf of the Borrower
and named in the most recent List of Authorised Signatories and Accounts received by the Bank.
Day" means a day (other than a Saturday or Sunday) on which the Bank and commercial banks are open for general business
Multiple" means an amount defined as (x) divided by (y), where:
is equal to all amounts received at that date by the Bank from the Borrower in respect of the repayment of the Tranches, and all
amounts received as Variable Remuneration; and
is equal to the total Loan disbursed.
Event" means any person or group of persons acting in concert gains control of the Borrower or of any entity directly
or ultimately controlling the Borrower.
Event" means the enactment, promulgation, execution or ratification of or any change in or amendment to any law, rule
or regulation (or in the application or official interpretation of any law, rule or regulation) that occurs after the date of
this Contract and which, in the opinion of the Bank, would materially impair the Borrower's ability to perform its obligations
under the Finance Documents.
Certificate" means a certificate substantially in the form set out in Schedule E.
Number" shall mean the Bank generated number identifying this Contract and indicated on the cover page of this Contract
after the letters "FI N ".
means the power to direct the management and policies of an entity, whether through the ownership of voting capital, by contract
has the meaning given to it in Article 2.1 (Amount of Credit).
Offence" means any of the following criminal offences as applicable: fraud, corruption, coercion, collusion, obstruction,
money laundering, financing of terrorism.
Event" means any action or step is taken in relation to the delisting of the Borrower from the NASDAQ Stock Market.
Acceptance" means a copy of the Disbursement Offer duly countersigned by the Borrower.
Acceptance Deadline" means the date and time of expiry of a Disbursement Offer as specified therein.
Account" means, in respect of each Tranche, the account (specified by IBAN code, if the country is included in IBAN
Registry published by SWIFT, or in the appropriate account format in line with the local banking practice, and BIC/SWIFT code
of the bank) set out in the most recent List of Authorised Signatories and Accounts into which the Borrower has requested in the
Disbursement Acceptance that disbursement of such Tranche be made.
Date" means the date on which actual disbursement of a Tranche is made by the Bank.
Offer" means a letter substantially in the form set out in Schedule C.
has the meaning given to it in Article 10.2.
Event" means either or both of:
which disruption (in either such case as per (a) or (b) above) is not caused by, and is beyond the control of, the party whose
operations are disrupted.
means the following, in so far as they affect human health and social well-being:
includes, without limitation, occupational and community health and safety.
Approval" means any Authorisation required by Environmental Law.
Claim" means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.
Law" means European Union law, including principles and standards, and national laws and regulations, of which a principal
objective is the preservation, protection or improvement of the Environment.
has the meaning given to it in Schedule B (Definition of EURIBOR).
or "euro" means the lawful currency of the Member States of the European Union which adopt or have adopted
it as their currency in accordance with the relevant provisions of the Treaty on European Union and the Treaty on the Functioning
of the European Union or their succeeding treaties.
of Default" means any of the circumstances, events or occurrences specified in Article 9 (Events of Default).
Availability Date" means the date falling 36 months after the date of this Contract.
Documents" means this Contract and the Security Agreement.
Lease" means any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital
Year" means the annual accounting period of the Borrower or the Partner, as relevant, ending on its accounting reference
Tranche" has the meaning given to it in Article 2.2.1(a).
2020 Framework EU Programme" has the meaning given in Recital (C).
2020 Legal Basis" means the Regulation 1291/2013 of the European Parliament and of the Council of 11 December 2013 establishing
Horizon 2020 and Council Decision of 3 December 2013 establishing the specific programme implementing Horizon 2020.
means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant
financial statements.
Infectious Diseases Finance Facility" means a thematic pilot product under InnovFin (EU Horizon 2020 resources) for
the financing of R&D activities targeting the development of vaccines, treatments and medical devices for infectious diseases.
Property Rights" means:
has the meaning given to that term in Recital (A).
Companies Law" means the Israeli Companies Law, 1999.
Venture" means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture
or partnership or any other entity.
Organisation" means the European Union, the United Nations, the International Monetary Fund, the Financial Stability
Board, the Financial Action Task Force and the Organisation for Economic Cooperation and Development.
of Authorised Signatories and Accounts" means a list, in form and substance satisfactory to the Bank, setting out: (i)
the Authorised Signatories, accompanied by evidence of signing authority of the persons named on the list and specifying if they
have individual or joint signing authority, (ii) the specimen signatures of such persons, and (iii) the name of the account beneficiary,
IBAN code (or appropriate format in line with local banking practice) and SWIFT BIC of the bank account(s) to which disbursements
may be made under this Contract.
means the aggregate amount of Tranches disbursed from time to time by the Bank under this Contract.
Adverse Change" means, any event or change of condition, which, in the opinion of the Bank has a material adverse effect
Date" means, in respect of each Tranche, the sole repayment date falling on the fifth anniversary of the relevant Scheduled
Event" means any amalgamation, demerger, merger or corporate reconstruction in relation to the Borrower.
Sales" means the total amount invoiced by the Borrower or Partner in connection with the sale of, or otherwise relating
directly or indirectly to, the Vaccine or products or services derived from the Vaccine, across all indications and in all countries,
provided that, with respect to sales which are not at arms-length and either are not in the ordinary course of business or according
to then current market conditions for such a sale, this definition shall mean the total amount that would have been due in an
arms-length sale made in the ordinary course of business and according to the then current market conditions for such sale or,
in the absence of such current market conditions, according to the market conditions for the sale of products similar to the Vaccine,
in all cases after deduction of:
Financing" includes any loan (save for the Loan and any other direct loans from the Bank to the Borrower), credit bond
or other form of financial indebtedness or any obligation for the payment or repayment of money originally granted to the Borrower)
for a term of more than 3 (three) years.
means the counterparty to the Borrower in a Pharma Partnership Agreement.
means a party to this Agreement.
Date" means the annual dates specified in the Disbursement Offer falling in each year, including the Maturity Date,
save that, in case any such date is not a Relevant Business Day, it means the following Relevant Business Day without adjustment
to the Variable Remuneration due under Article 4.1, except for those cases where repayment is made in a single instalment, when
the preceding Relevant Business Day shall apply instead to this single instalment and to the final Variable Remuneration payment
and only in this case, with adjustment to the Variable Remuneration due under Article 4.1.
Last updated: Jun 19, 2017