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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/25/18 Cell Source, Inc. 10-K 12/31/17 75:11M Global Financial Corp/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.15M 2: EX-3.5 Articles of Incorporation/Organization or Bylaws HTML 20K 3: EX-10.33 Material Contract HTML 73K 4: EX-10.34 Material Contract HTML 84K 5: EX-10.35 Material Contract HTML 48K 6: EX-10.36 Material Contract HTML 52K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 28K 8: EX-32.1 Certification -- §906 - SOA'02 HTML 23K 15: R1 Document And Entity Information HTML 50K 16: R2 Consolidated Balance Sheets HTML 114K 17: R3 Consolidated Balance Sheets (Parentheticals) HTML 55K 18: R4 Consolidated Statements of Operations HTML 73K 19: R5 Consolidated Statement of Changes in Stockholders' HTML 102K Equity Deficiency 20: R6 Consolidated Statement of Changes in Stockholders' HTML 22K Equity Deficiency (Parentheticals) 21: R7 Consolidated Statements of Cash Flows HTML 125K 22: R8 Business Organization and Nature of Operations HTML 28K 23: R9 Going Concern and Management Plans HTML 29K 24: R10 Summary of Significant Accounting Policies HTML 97K 25: R11 Fair Value HTML 152K 26: R12 Accrued Expenses HTML 41K 27: R13 Accrued Compensation HTML 41K 28: R14 Advances Payable HTML 24K 29: R15 Notes Payable HTML 205K 30: R16 Income Taxes HTML 109K 31: R17 Stockholders' Deficiency HTML 145K 32: R18 Commitments and Contingencies HTML 60K 33: R19 Related Party Transactions HTML 30K 34: R20 Subsequent Events HTML 27K 35: R21 Summary of Significant Accounting Policies HTML 145K (Policies) 36: R22 Summary of Significant Accounting Policies HTML 34K (Tables) 37: R23 Fair Value (Tables) HTML 129K 38: R24 Accrued Expenses (Tables) HTML 43K 39: R25 Accrued Compensation (Tables) HTML 39K 40: R26 Notes Payable (Tables) HTML 110K 41: R27 Income Taxes (Tables) HTML 98K 42: R28 Stockholders' Deficiency (Tables) HTML 87K 43: R29 Going Concern and Management Plans (Detail HTML 51K Textuals) 44: R30 Summary of Significant Accounting Policies HTML 32K (Details) 45: R31 Summary of Significant Accounting Policies (Detail HTML 52K Textuals) 46: R32 Fair Value (Details) HTML 39K 47: R33 Fair Value (Details 1) HTML 44K 48: R34 Fair value (Details 2) HTML 49K 49: R35 Fair Value (Detail Textuals) HTML 61K 50: R36 Accrued Expenses (Details) HTML 38K 51: R37 Notes Payable (Details) HTML 34K 52: R38 Accrued Compensation (Details) HTML 44K 53: R39 Notes Payable (Details 1) HTML 29K 54: R40 Notes Payable (Details 2) HTML 39K 55: R41 Notes Payable (Details 3) HTML 22K 56: R42 Notes Payable (Detail Textuals) HTML 202K 57: R43 Notes Payable (Detail Textuals 1) HTML 88K 58: R44 Notes Payable (Detail Textuals 2) HTML 295K 59: R45 Stockholders' Deficiency (Details) HTML 54K 60: R46 Stockholders' Deficiency (Details 1) HTML 38K 61: R47 Stockholders' Deficiency (Detail Textuals) HTML 85K 62: R48 Stockholders' Deficiency (Detail Textuals 1) HTML 130K 63: R49 Stockholders' Deficiency (Detail Textuals 2) HTML 45K 64: R50 Income Taxes (Details) HTML 28K 65: R51 Income Taxes (Details 1) HTML 37K 66: R52 Income Taxes (Details 2) HTML 48K 67: R53 Income Taxes (Details 3) HTML 44K 68: R54 Income Taxes (Detail Textuals) HTML 41K 69: R55 Commitments and Contingencies (Detail Textuals) HTML 61K 70: R56 Commitments and Contingencies (Detail Textuals 1) HTML 75K 71: R57 Related Party Transactions (Detail Textuals) HTML 55K 72: R58 Subsequent Events (Detail Textuals) HTML 56K 74: XML IDEA XML File -- Filing Summary XML 128K 73: EXCEL IDEA Workbook of Financial Reports XLSX 90K 9: EX-101.INS XBRL Instance -- clcs-20171231 XML 2.45M 11: EX-101.CAL XBRL Calculations -- clcs-20171231_cal XML 133K 12: EX-101.DEF XBRL Definitions -- clcs-20171231_def XML 688K 13: EX-101.LAB XBRL Labels -- clcs-20171231_lab XML 1.23M 14: EX-101.PRE XBRL Presentations -- clcs-20171231_pre XML 1.01M 10: EX-101.SCH XBRL Schema -- clcs-20171231 XSD 202K 75: ZIP XBRL Zipped Folder -- 0001165527-18-000154-xbrl Zip 176K
WHEREAS |
Yeda and Cell Source are parties to a research and licence agreement dated October 3, 2011, as amended by a first amendment thereto dated April 8, 2014 and a second amendment dated November 28, 2016 ("the R&L Agreement”); and
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WHEREAS |
Cell Source wishes to fund additional research at the Institute, to be carried out jointly by Prof. Zelig Eshhar and Prof. Yair Reisner until March 1, 2018, and thereafter by Prof. Zelig Eshhar and Prof. Ruth Arnon (the “Scientists”), as more particularly set out herein, and Yeda is willing, subject to and in accordance with the terms and conditions of this Amendment, to procure the performance of the additional research at the Institute,
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1.1. |
Terms and phrases used in this Amendment which are defined in the R&L Agreement shall have in this Amendment the same meaning as that attributed to them in the R&L Agreement, unless otherwise expressly defined in this Amendment.
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1.2. |
This Amendment and the R&L Agreement shall be read as one and shall represent the complete current understanding between the parties with respect to the subject matter hereof. Subject to the modifications contained herein, the provisions of the R&L Agreement shall remain unaltered and in full force and effect.
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2.1. |
In addition to the Research conducted pursuant to the R&L Agreement, and in consideration of the sums to be paid by the Company to Yeda pursuant to clause 2.2 below, Yeda undertakes to procure the performance of the research program attached hereto as Annex A (the “Additional Research”) at the Institute during the 12-month period commencing on January 1, 2018 (the “Additional Research Period”).
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2.1.1. |
From January 1, 2018 until February 28, 2018, the Additional Research shall be performed under the supervision of Prof. Zelig Eshhar and Prof. Yair Reisner.
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2.1.2. |
From March 1, 2018 through the end of the Additional Research Period, the Additional Research shall be performed under the supervision of Prof Zelig Eshhar and Prof. Ruth Arnon.
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2.2. |
The Company undertakes to pay to Yeda the amount of US$ 100,000 (one hundred thousand US dollars) (the “Additional Research Budget”) as follows:
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2.2.1. |
The amount of US$ 50,000 (fifty thousand US dollars), to fund the portion of the Additional Research to be conducted under the supervision of Prof. Yair Reisner and Prof. Ruth Arnon, which amount shall be deducted from the Research Budget payable during the “year” of the Research, pursuant to the R&L Agreement, during with this Amendment is executed; and
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2.2.2. |
The amount of US$ 50,000 (fifty thousand US dollars) to fund the portion of the Additional Research to be conducted under the supervision of Prof. Zelig Eshhar. For avoidance of doubt no deduction shall be made to the Research Budget in respect of the payment of this amount.
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2.3. |
The Additional Research Budget shall be paid in full within 14 days of the date of execution hereof. Other than with respect to amount and payment dates, which shall be governed by the provisions hereof, the Additional Research Budget shall be governed by the terms of the R&L Agreement which pertain to the Research Budget.
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2.4. |
The provisions of sections 2.2 of the R&L Agreement shall apply mutatis mutandis in the case that one or both of the Scientists shall cease to be available for the supervision of the performance of the Additional Research.
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2.5. |
All right and title to the results of the Additional Research shall vest in Yeda, and such results shall be deemed Licensed Information pursuant to the R&L Agreement.
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2.6. |
With respect to the Company’s license to the results of the Additional Research only, the definition of “Products” in the R&L Agreement shall be deemed to include products for CAR-T cell therapy for treatment of disease.
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2.7. |
Notwithstanding the provisions of sections 4.1 and 4.2 of the R&L Agreement, Yeda shall procure submission by the Scientists of a written report finalizing the results of the Additional Research within 60 days of the conclusion of the Additional Research, no interim reports being required, and Yeda shall submit to the Company a final financial report within 60 days of the conclusion of the Additional Research, no interim financial reports being required.
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2.8. |
No representation or warranty is granted by the Company with respect to the results of the Additional Research, as set forth more fully in section 2.3 of the R&L Agreement.
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2.9. |
The provisions of the sections 2.2 and 2.3 of the R&L Agreement shall apply to the Additional Research.
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2.10. |
The terms and conditions of the R&L Agreement with respect to the Research shall apply mutatis mutandis to the Additional Research and the results thereof, unless expressly provided otherwise herein.
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3. |
Entire Agreement. For the avoidance of doubt, the R&L Agreement and this Amendment constitute the entire agreement between the parties hereto in respect of the subject matter hereof, and supersede all prior agreements or understandings between the parties relating to the subject matter hereof (including any previous correspondence in this regard, between the parties, or on their behalf) and may be amended only by a written document signed by both parties hereto.
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For YEDA RESEARCH AND DEVELOPMENT COMPANY LIMITED
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for CELL SOURCE LIMITED
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Signature:
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/s/ Mudl Sheves
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Signature:
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/s/ Itamar Shimrat
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Name
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Prof. Mudl Sheves
Gil Granot-Mayor
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Name:
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Title
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Chairman
CEO
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Title:
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Chief Executive Officer
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A.1 |
Define optimal procedure for attaining VETO-CAR cells that retain their veto activity in-vitro after transfection and exhibit specific killing of a tumor cell line expressing the CAR antigen target using the vector against Her-2.
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B. |
Continue to optimize the use of genetically modified veto cells (OT1-veto) as opposed to OT1 and veto infused separately.
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C. |
Finalize the study on the potential role of Tcm plus BM in the treatment of autoimmune NOD diabetic mice.
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D. |
Continue to investigate the potential role of Tcm plus BM in the treatment of sickle cell disease in mice.
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E. |
Continue to investigate the feasibility of generating anti-leukemia veto cells following immunization of the donor with leukemia specific antigens.
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This ‘10-K’ Filing | Date | Other Filings | ||
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Filed as of: | 7/25/18 | 10-Q | ||
Filed on: | 7/24/18 | 10-Q | ||
3/1/18 | ||||
2/28/18 | ||||
1/1/18 | ||||
For Period end: | 12/31/17 | |||
11/28/16 | ||||
4/8/14 | ||||
10/3/11 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/08/23 Cell Source, Inc. 10-K 12/31/22 77:11M M2 Compliance LLC/FA 4/15/22 Cell Source, Inc. 10-K 12/31/21 75:11M M2 Compliance LLC/FA 4/15/21 Cell Source, Inc. 10-K 12/31/20 71:6.4M Pubco Reporting … Inc/FA |