0001178913-12-000622.txt : 20120307 0001178913-12-000622.hdr.sgml : 20120307 20120307141620 ACCESSION NUMBER: 0001178913-12-000622 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20120307 DATE AS OF CHANGE: 20120307 GROUP MEMBERS: AVRAHAM LIVNAT GROUP MEMBERS: CLAL INDUSTRIES & INVESTMENTS LTD. GROUP MEMBERS: IDB DEVELOPMENT CORP LTD. GROUP MEMBERS: IDB HOLDING CORP LTD. GROUP MEMBERS: NOCHI DANKNER GROUP MEMBERS: RUTH MANOR GROUP MEMBERS: SHELLY BERGMAN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BIOCANCELL THERAPEUTICS INC. CENTRAL INDEX KEY: 0001451980 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 204630076 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-84912 FILM NUMBER: 12673725 BUSINESS ADDRESS: STREET 1: BECK SCIENCE CENTER STREET 2: 8 HARTOM STREET, HAR HOTZVIM CITY: JERUSALEM STATE: L3 ZIP: 97775 BUSINESS PHONE: 972-2-548-6555 MAIL ADDRESS: STREET 1: BECK SCIENCE CENTER STREET 2: 8 HARTOM STREET, HAR HOTZVIM CITY: JERUSALEM STATE: L3 ZIP: 97775 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Clal Biotechnology Industries Ltd. CENTRAL INDEX KEY: 0001468950 IRS NUMBER: 000000000 STATE OF INCORPORATION: L3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3AZRIELI CENTER TRIANGLE TOWER 45 FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 BUSINESS PHONE: 972-3-6075794 MAIL ADDRESS: STREET 1: 3AZRIELI CENTER TRIANGLE TOWER 45 FLOOR CITY: TEL AVIV STATE: L3 ZIP: 67023 SC 13D 1 zk1211107.htm SC 13D zk1211107.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(A) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)

SCHEDULE 13D
(Rule 13d-101)

Under the Securities Exchange Act of 1934
(Amendment No. __)*

BIOCANCELL THERAPEUTICS INC.
(Name of Issuer)
 
Common Stock, par value $0.01
(Title of Class of Securities)
 
N/A
(CUSIP Number)
 
Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
Attn:  Corporate Secretary
Telephone:  972-3-6121616
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 24, 2012
(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 Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box:  o
 
* 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 (the "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).

 
 
 
 
SCHEDULE 13D
 
CUSIP No. 913347 10 0
 
1)
NAMES OF REPORTING PERSONS
 
Clal Biotechnology Industries Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a) o
(b) x
3)
SEC USE ONLY
 
 
4)
SOURCE OF FUNDS
 
WC
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7)
 
 
SOLE VOTING POWER
 
0
8)
 
SHARED VOTING POWER
 
17,862,929*
9)
 
 
SOLE DISPOSITIVE POWER
 
0
10)
 
 
SHARED DISPOSITIVE POWER
 
17,862,929*
11)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,862,929*
12)
 
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13) 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
39.86%*
14) 
 
 
 TYPE OF REPORTING PERSON
 
CO
 
* See Item 5.
 
 
2
 
 
SCHEDULE 13D
 
CUSIP NO.: N/A
 
1)
NAMES OF REPORTING PERSONS
 
Clal Industries and Investments Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a) o
(b) x
3)
SEC USE ONLY
 
 
4)
SOURCE OF FUNDS
 
WC
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7)
 
 
SOLE VOTING POWER
 
0
8)
 
SHARED VOTING POWER
 
17,862,929*
9)
 
 
SOLE DISPOSITIVE POWER
 
0
10)
 
 
SHARED DISPOSITIVE POWER
 
17,862,929*
11)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
17,862,929*
12)
 
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13) 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
39.86%*
14) 
 
 
 TYPE OF REPORTING PERSON
 
CO
 
* See Item 5.
 
 
3
 
 
SCHEDULE 13D
 
CUSIP No.: N/A
 
1)
NAMES OF REPORTING PERSONS
 
IDB Development Corporation Ltd. (“IDB Development”)
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a) o
(b) x
3)
SEC USE ONLY
 
 
4)
SOURCE OF FUNDS
 
Not Applicable
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7)
 
 
SOLE VOTING POWER
 
0
8)
 
SHARED VOTING POWER
 
18,065,266*
9)
 
 
SOLE DISPOSITIVE POWER
 
0
10)
 
 
SHARED DISPOSITIVE POWER
 
18,065,266*
11)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,065,266*
12)
 
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x**
13) 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
40.13%*
14) 
 
 
 TYPE OF REPORTING PERSON
 
CO
 
* See Item 5.
 
** Excludes (i) 76,109 Shares (the "Epsilon Shares") held for members of the public through mutual funds which are managed by a company controlled by Epsilon Investment House Ltd., an indirect subsidiary of IDB Development and (ii) 842,719 Shares (including Shares underlying Issuer's Series 3 and Series 4 Warrants, the "CIEH Shares") held for members of the public through, among others, provident funds and/or mutual funds and/or pension funds and/or index-linked securities and/or insurance policies, which are managed by subsidiaries of Clal Insurance Enterprises Holdings Ltd. ("CIEH"), a subsidiary of IDB Development. Includes 202,337 Shares (all these Shares are underlying Issuer's Series 3 and Series 4 Warrants) beneficially owned by CIEH for its own account. See Item 5.
 
 
4
 
 

SCHEDULE 13D
 
CUSIP No.: N/A
 
1)
NAMES OF REPORTING PERSONS
 
IDB Holding Corporation Ltd.
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a) o
(b) x
3)
SEC USE ONLY
 
 
4)
SOURCE OF FUNDS
 
Not Applicable
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7)
 
 
SOLE VOTING POWER
 
0
8)
 
SHARED VOTING POWER
 
17,862,929*
9)
 
 
SOLE DISPOSITIVE POWER
 
0
10)
 
 
SHARED DISPOSITIVE POWER
 
18,065,266*
11)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,065,266*
12)
 
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x**
13) 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
40.13%*
14) 
 
 
 TYPE OF REPORTING PERSON
 
CO
­                                                                                                                                          
* See Item 5.
 
** Excludes the Epsilon Shares and the CIEH Shares. Includes 202,337 Shares (including Shares underlying Issuer's Series 3 and Series 4 Warrants) beneficially owned by CIEH for its own account. See Item 5.
 
 
5
 
 
SCHEDULE 13D
 
CUSIP No.: N/A
 
1)
NAMES OF REPORTING PERSONS
 
Nochi Dankner
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a) o
(b) x
3)
SEC USE ONLY
 
 
4)
SOURCE OF FUNDS
 
Not Applicable
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7)
 
 
SOLE VOTING POWER
 
0
8)
 
SHARED VOTING POWER
 
18,065,266*
9)
 
 
SOLE DISPOSITIVE POWER
 
0
10)
 
 
SHARED DISPOSITIVE POWER
 
18,065,266*
11)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,065,266*
12)
 
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x**
13) 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
40.13%*
14) 
 
 
 TYPE OF REPORTING PERSON
 
IN
                                                                                                                                        
* See Item 5.
 
** Excludes the Epsilon Shares and the CIEH Shares. Includes 202,337 Shares (including Shares underlying Issuer's Series 3 and Series 4 Warrants) beneficially owned by CIEH for its own account. See Item 5.
 
 
6
 
 
SCHEDULE 13D
 
CUSIP No.: N/A
 
1)
NAMES OF REPORTING PERSONS
 
Shelly Bergman
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a) o
(b) x
3)
SEC USE ONLY
 
 
4)
SOURCE OF FUNDS
 
Not Applicable
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7)
 
 
SOLE VOTING POWER
 
0
8)
 
SHARED VOTING POWER
 
18,065,266*
9)
 
 
SOLE DISPOSITIVE POWER
 
0
10)
 
 
SHARED DISPOSITIVE POWER
 
18,065,266*
11)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,065,266*
12)
 
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x**
13) 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
40.13%*
14) 
 
 
 TYPE OF REPORTING PERSON
 
IN
                                                                                                                                       ­                                                                                                                                          
* See Item 5.
 
** Excludes the Epsilon Shares and the CIEH Shares. Includes 202,337 Shares (including Shares underlying Issuer's Series 3 and Series 4 Warrants) beneficially owned by CIEH for its own account. See Item 5.
 
 
7
 
 
SCHEDULE 13D
 
CUSIP No.: N/A
 
1)
NAMES OF REPORTING PERSONS
 
Ruth Manor
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a) o
(b) x
3)
SEC USE ONLY
 
 
4)
SOURCE OF FUNDS
 
Not Applicable
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7)
 
 
SOLE VOTING POWER
 
0
8)
 
SHARED VOTING POWER
 
18,065,266*
9)
 
 
SOLE DISPOSITIVE POWER
 
0
10)
 
 
SHARED DISPOSITIVE POWER
 
18,065,266*
11)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,065,266*
12)
 
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x**
13) 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
40.13%*
14) 
 
 
 TYPE OF REPORTING PERSON
 
IN
­                                                                                                                                          
* See Item 5.
 
** Excludes the Epsilon Shares and the CIEH Shares. Includes 202,337 Shares (including Shares underlying Issuer's Series 3 and Series 4 Warrants) beneficially owned by CIEH for its own account. See Item 5.
 
 
8
 
 
SCHEDULE 13D
 
CUSIP No.: N/A
 
1)
NAMES OF REPORTING PERSONS
 
Avraham Livnat
2)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP    
(a) o
(b) x
3)
SEC USE ONLY
 
 
4)
SOURCE OF FUNDS
 
Not Applicable
5)
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
 
o
6)
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Israel
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
7)
 
 
SOLE VOTING POWER
 
0
8)
 
SHARED VOTING POWER
 
18,065,266*
9)
 
 
SOLE DISPOSITIVE POWER
 
0
10)
 
 
SHARED DISPOSITIVE POWER
 
18,065,266*
11)
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
18,065,266*
12)
 
 
 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
x**
13) 
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)    
 
40.13%*
14) 
 
 
 TYPE OF REPORTING PERSON
 
IN
­               ­                                                                                                                                          
* See Item 5.
 
** Excludes the Epsilon Shares and the CIEH Shares. Includes 202,337 Shares (including Shares underlying Issuer's Series 3 and Series 4 Warrants) beneficially owned by CIEH for its own account. See Item 5.
 
 
9
 
 
EXPLANATORY NOTE

This Schedule 13D is being filed with the Securities and Exchange Commission (“SEC”) on behalf of the Reporting Persons (as defined below). The Reporting Persons have previously reported the beneficial ownership of the Shares of the Issuer (as such terms are defined below) under a statement of beneficial ownership on Schedule 13G pursuant to Section 13(g) of the Exchange Act and Rule 13d-1(d) thereunder (see Schedule 13G filed with the SEC on September 13, 2010). The Reporting Persons have acquired beneficial ownership of more than 2% of the Shares of the Issuer during the preceding twelve months and, accordingly, are now reporting beneficial ownership of the Shares on this Schedule 13D.

The Reporting Persons are making this single joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act, which is expressly disclaimed.

On March 6, 2012, the exchange rate between the New Israeli Shekel ("NIS") and the U.S. dollar, as quoted by the Bank of Israel, was NIS 3.814 to $1.00. Unless indicated otherwise by the context, statements in this Schedule 13D that provide the dollar equivalent of NIS amounts or provide the NIS equivalent of dollar amounts are based on such exchange rate.

Item 1.  Security and Issuer.

The class of equity securities to which this statement relates is the shares of Common Stock, par value $0.01 per share (the “Shares”), of BioCancell Therapeutics Inc. (the “Issuer”), a Delaware corporation.  The principal executive offices of the Issuer are located at Beck Science Center, 8 Hartom St, Har Hotzvim, Jerusalem 97775, Israel.

Item 2.  Identity and Background.

(a) - (c), (f) The following are the names of the reporting persons (the “Reporting Persons”), the place of organization, principal business, and address of the principal business or office of each Reporting Person that is a corporation, and the residence or business address and present principal occupation of each Reporting Person who is a natural person:

(1)           Clal Biotechnology Industries Ltd. is an Israeli public company (“CBI”), with its principal office at the Hogi Tower, 12A Abba Hillel Silver Street, Ramat Gan 52506, Israel. CBI is a holding company whose principal investments are in the biopharmaceutical sectors, including the Shares. CBI beneficially owns the Shares directly.
 
(2)           Clal Industries and Investments Ltd. is an Israeli public company (“Clal Industries”), with its principal office at the Triangular Tower, 45th floor, 3 Azrieli Center, Tel Aviv 67023, Israel. Clal Industries is a holding company whose principal holdings are in the industrial and technology sectors. Clal Industries owns the majority of the outstanding shares of, and controls, CBI. By reason of such control, Clal Industries may be deemed to be beneficial owner of, and to share the power to vote and dispose of, the Shares beneficially owned by CBI.
 
(3)           IDB Development Corporation Ltd. is an Israeli private company ("IDB Development"), with its principal office at the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel.  IDB Development, through its subsidiaries, organizes, acquires interests in, finances and participates in the management of companies.  IDB Development owns the majority of the outstanding shares of, and controls, Clal Industries. By reason of IDB Development's control of Clal Industries, IDB Development may be deemed to be beneficial owner of, and to share the power to vote and dispose of, the Shares beneficially owned by Clal Industries.
 
(4)           IDB Holding Corporation Ltd. is an Israeli public company ("IDB Holding"), with its principal office at the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel.  IDB Holding is a holding company that, through IDB Development, organizes, acquires interests in, finances and participates in the management of companies.  IDB Holding owns all of the outstanding shares of, and controls, IDB Development. By reason of IDB Holding's control of IDB Development, IDB Holding may be deemed beneficial owner of, and to share the power to vote and dispose of, the Shares beneficially owned by IDB Development.
 
 
10
 
 
The following persons may, by reason of their interest in and relationships among them with respect to IDB Holding, be deemed to control both IDB Holding and IDB Development.

(13)   Mr. Nochi Dankner, whose address is the Triangular Tower, 44th Floor, 3 Azrieli Center, Tel Aviv 67023, Israel.  His present principal occupation is businessman and director of companies.

(14)   Mrs. Shelly Bergman, whose address is 9, Hamishmar Ha'Ezrachi Street, Afeka, Tel-Aviv, Israel.  Her present principal occupation is director of companies.

(15)   Mrs. Ruth Manor, whose address is 26 Hagderot Street, Savion, Israel. Her present principal occupation is director of companies.

(16)   Mr. Avraham Livnat, whose address is 1 Taavura Junction, Ramle, Israel. His present principal occupation is Managing Director of Taavura Holdings Ltd., an Israeli private company.

Mr. Nochi Dankner, Mrs. Shelly Bergman, Mrs. Ruth Manor and Mr. Avraham Livnat may, by reason of their interests (directly or through private companies they control) in, and relationships among them (directly or through private companies they control) with respect to, IDB Holding, be deemed to control IDB Holding. By reason of the control of IDB Holding by Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat, as described above, Nochi Dankner, Shelly Bergman, Ruth Manor and Avraham Livnat may each be deemed beneficial owner of, and to share the power to vote and dispose of, the Shares beneficially owned by IDB Holding.

 The name, citizenship, residence or business address and present principal occupation of the directors and executive officers of CBI, Clal Industries, IDB Development and IDB Holding are set forth in Schedules A through D attached hereto, respectively, and incorporated herein by reference.

(d)              None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons named in Schedules A through D to this Schedule 13D, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e)              None of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the persons named in Schedules A through D to this Schedule 13D has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and 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.

Item 3.  Source and Amount of Funds or Other Consideration.
 
The Shares beneficially owned by CBI were acquired as a result of the transactions described in Item 4 below, which is incorporated herein by reference. The funds used for such acquisitions were from CBI's own working capital.
 
 
11
 

Item 4.  Purpose of Transaction.
 
2007 Purchases. Between April and September 2007, CBI acquired from another shareholder of the Issuer 2,863,165 Shares at a purchase price per share of NIS 4.15 (equates to approximately $1.09) pursuant to an Agreement, dated as of April 17, 2007.
 
March 2008 SPA. Pursuant to a Subscription and Registration Rights Agreement, dated as of March 12, 2008, between the Issuer and CBI (the "March 2008 SPA"), the Issuer issued on May 15, 2008 to CBI 650,000 Shares at a purchase price per share of NIS 3.52 (equates to approximately $0.92). Pursuant to the terms of the March 2008 SPA, the Issuer granted CBI certain registration and information rights with respect to the Shares issued to CBI under that agreement.
 
June 2008 SPA. Pursuant to a Subscription and Registration Rights Agreement, dated as of June 22, 2008, between the Issuer and CBI (the "June 2008 SPA"), the Issuer issued on July 30, 2008 to CBI:
 
 
·
335,008 Shares at a purchase price per share of $0.597. Pursuant to the terms of the June 2008 SPA, the Issuer undertook to issue additional Shares to CBI upon certain future anti-dilutive issuances of Shares or other convertible securities;
 
 
·
convertible debentures in a principal amount of $800,000 (the "Debentures") with an initial conversion price per share of $0.716 (subject to adjustments, including antidilution adjustments). The Debentures bear interest at the rate of 10% per annum, compounded annually. The Debentures are convertible, in whole or in part at CBI's option at any time prior to July 31, 2012, into a number of Shares equal to the principal amount of the Debentures, including capitalized interest accrued between July 31, 2008 and July 31, 2010, at the then applicable conversion price. The Debentures mature, and any principal amount thereunder not converted into Shares becomes due and payable, on July 31, 2012. The Debentures include certain negative covenants on the part of the Issuer as well as acceleration and default events; and
 
 
·
warrants to purchase up to 1,720,763 Shares (the "Warrants") at an initial exercise price of $0.716 per share (subject to adjustments, including antidilution adjustments), exercisable at any time prior to July 29, 2013.
 
Pursuant to the terms of the June 2008 SPA, the Issuer also granted CBI certain registration and information rights with respect to the Shares issued to CBI under that agreement, including the Shares underlying the Debentures and the Warrants.
 
On July 30, 2008, in connection with the closing of the June 2008 SPA, CBI, Tikcro Technologies Ltd., Professor Abraham Hochberg and Mr. Avi Barak, entered into an Irrevocable Voting Agreement with respect to the Shares. On November 22, 2009, CBI, Professor Abraham Hochberg and Mr. Avi Barak entered into a Voting Agreement (the “New Voting Agreement” and together with the Irrevocable Voting Agreement, the "Voting Agreements") with respect to the Shares. On July 27, 2011, the Voting Agreements had been canceled by the parties thereto.

December 2011 SPA. Pursuant to a private placement subscription form, dated as of December 6, 2012, between the Issuer and CBI (the "December 2011 SPA"), the Issuer issued on January 24, 2012 to CBI 8,199,400 Shares at a purchase price per share of NIS 1.00 (equates to approximately $0.26). Pursuant to the terms of the December 2011 SPA, the Issuer also undertook to issue additional Shares to CBI upon certain future anti-dilutive issuances of Shares or other convertible securities until the earlier of: (i) December 31 2012; or (ii) such date up to which an aggregate amount of $3,000,000 has been invested in the Issuer (excluding the investment of CBI).
 
 
12
 
 
As a result of the private placement and in accordance with the contractual anti-dilution undertakings of the Issuer in the December 2011, (i) the Issuer issued to CBI 410,392 additional Shares for no consideration and (ii) the conversion price of the Debentures and the exercise price of the Warrant was adjusted to NIS 1.00 (equates to approximately $0.26) per share.

The foregoing description of the March 2008 SPA, June 2008 SPA, Debentures, Warrants and December 2011 SPA does not purport to be complete and is subject to, and qualified in its entirety by reference to, the provisions of these documents filed as Exhibits hereto (see Item 7), which are incorporated herein by reference.
 
Purposes of the Reporting Persons. The Shares reported herein as beneficially owned by the Reporting Persons are held for investment purposes. The Reporting Persons intend to review on a continuing basis their investment in the Shares and take such actions with respect to such investment as they deem appropriate in light of the circumstances existing from time to time.  Such actions could include, among other things, subject to applicable laws, purchasing additional Shares. The Reporting Persons could also determine to dispose of the Shares, in whole or in part, at any time, subject to applicable laws. Any such decision would be based on an assessment by the Reporting Persons of a number of different factors, including, without limitation, the business, prospects and affairs of the Issuer, the market for the Shares, the condition of the securities markets, general economic and industry conditions and other opportunities available to the Reporting Persons. To the best knowledge of the Reporting Persons, the persons named in Schedules A through D hereto may purchase or dispose of Shares on their own account from time to time, subject to applicable laws.

Except as may be provided otherwise herein, none of the Reporting Persons, nor to the best of their knowledge, any of the persons named in Schedules A through D hereto, has any present plans or proposals which relate to or would result in any of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
 
Item 5.  Interest in Securities of the Issuer.
 
Percentages below are based on 39,391,291 Shares outstanding as of February 22, 2012, as the Issuer advised the Reporting Persons.

(a), (b)   As of March 1, 2012:

(1)              CBI beneficially owns 17,862,929 Shares (the "CBI Shares") representing approximately 39.86% of the Shares outstanding (on an as converted basis). The CBI Shares consist of: (i) 12,444,237 Shares, (ii) Warrants exercisable into 1,720,763 Shares, which are exercisable within 60 days of the date of this Statement, and (iii) Debentures exercisable into 3,697,929 Shares, which are convertible within 60 days of the date of this Statement (assuming that the contemplated increase of authorized share capital of the Issuer required for a full conversion of the Debentures, which is pending shareholder approval on March 6, 2012, will be approved). The amount of Shares underlying the Debentures may vary following the date of this Statement upon the consummation of certain M&A events as set forth in the Debenture, or as a result of certain anti-dilution adjustments provided for under the convertible debenture.
 
(2)               By reason of its control of CBI, Clal Industries may be deemed to share the power to vote and dispose of the CBI Shares beneficially owned by CBI representing approximately 39.86% of the Shares outstanding (on an as converted basis). Clal Industries disclaims beneficial ownership of the CBI Shares.
 
 
13
 
 
(3)              By reason of its control of Clal Industries, IDB Development may be deemed to share the power to vote and dispose of the CBI Shares beneficially owned by CBI representing approximately 39.86% of the Shares outstanding (on an as converted basis). IDB Development disclaims beneficial ownership of the CBI Shares. By reason of its control of Clal Insurance Enterprises Holdings Ltd., IDB Development may also be deemed to share the power to vote and dispose of 202,337 Shares beneficially owned by CIEH (includes Series 3 Warrants exercisable, until November 17 2012, into 91,074 Shares, at an exercise price per share of NIS 3.69 (equates to approximately $0.97), and Series 4 Warrants exercisable, until November 17, 2014, into 111,263 Shares at an exercise price per share of NIS 4.43 (equates to approximately $1.16)) for its own account, for a total of 18,065,266 Shares (including these 202,337 Shares and the CBI Shares) in the aggregate, representing approximately 40.13% of the Shares outstanding (on an as converted basis). IDB Development disclaims beneficial ownership of all of the Shares reported in this Statement (including the Epsilon and CIEH Shares shown on the cover pages hereto).
 
(4)              IDB Holding and the Reporting Persons who are natural persons may be deemed to share the power to vote and dispose of the Shares beneficially owned by IDB Development. IDB Holding and the Reporting Persons who are natural persons disclaim beneficial ownership of all of these Shares.
 
            Information provided to the Reporting Person indicates that the persons named in Schedules A through D hereto did not beneficially own as of March 1, 2012 any Shares, except as set forth above.

(c)       None of the Reporting Persons, nor to the best of their knowledge, any of the persons named in Schedules A through D hereto, have effected any transactions in the Shares in the past 60 days, except as set forth above.

(d)       Except as set forth in this Item 5, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e)       Not applicable.
 
Item 6.  Contracts, Arrangements, Understanding or Relationships With Respect to Securities of the Issuer.
 
None, except as described under Item 4 above, which is incorporated herein by reference and the Series 3 Warrant and Series 4 Warrant (the beneficial ownership of which is disclaimed by the Reporting Persons) described in Item 5 above.
 
Item 7.  Material to be Filed as Exhibits.
 
Schedule A:
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers (or managing partners, as applicable) of CBI
 
Schedule B:
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of Clal Industries
 
Schedule C:
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of IDB Development
 
Schedule D:
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of IDB Holding
 
 
14
 
 
Exhibit 1
Joint Filing Agreement (1)
Exhibit 2
March 2008 SPA (2)
Exhibit 3
June 2008 SPA (3)
Exhibit 4
Form of Debenture (4)
Exhibit 5
Form of Warrant (5)
Exhibit 6
Form of Series 3 Warrant (6)
Exhibit 7
Form of Series 4 Warrant (7)
Exhibit 8
December 2011 SPA*
   
  
* Filed herewith.
 
 
(1)
Filed as Exhibit 1 to the Reporting Persons’ Schedule 13G filed with the SEC on September 13, 2010, and incorporated herein by reference.
 
 
(2)
Filed as Exhibit 10.16 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on  December 17, 2008, and incorporated herein by reference.
 
 
(3)
Filed as Exhibit 10.17 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on  December 17, 2008, and incorporated herein by reference.
 
 
(4)
Filed as Exhibit 4.3 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on  December 17, 2008, and incorporated herein by reference.
 
 
(5)
Filed as Exhibit 4.4 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on  December 17, 2008, and incorporated herein by reference.
 
 
(6)
Filed as Exhibit 4.5 to the Issuer’s Registration Statement on Form S-1/A filed with the SEC on  October 21, 2009, and incorporated herein by reference.
 
 
(7)
Filed as Exhibit 4.6 to the Issuer’s Registration Statement on Form S-1/A filed with the SEC on  October 21, 2009, and incorporated herein by reference.
 
 
15
 
 
SIGNATURES
 
After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  March 7, 2012
 
  Clal Biotechnology Industries Ltd.
Clal Industries and Investments Ltd.
IDB Development Corporation Ltd.
IDB Holding Corporation Ltd.
Mr. Nochi Dankner
Mrs. Shelly Bergman
Mrs. Ruth Manor
Mr. Avraham Livnat
 
BY:   Clal Biotechnology Industries Ltd.
 
 
 BY:
 /s/ Gil Milner, /s/ Ofer Goldberg  
   
Gil Milner and Ofer Goldberg, authorized signatories of Clal
Biotechnology Industries Ltd., for itself and on behalf of the
other Reporting Persons pursuant to agreement filed as
Exhibit 1 hereto.
  
 
 
16
 

Schedule A

Directors and Executive Officers
of
Clal Biotechnology Industries Ltd.
(as of March 1, 2012)

Citizenship is the same as country of address, unless otherwise noted.

Name & Resident or Business Address
 
Position
 
Current Principal Occupation
 
Avi Fischer
3 Azrieli Center, The Triangular Tower,
45th floor, Tel-Aviv 67023, Israel
 
Chairman of the
Board of Directors
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.
Dr. Aharon Schwartz
5 Rambam Street, Mevaseret Zion
Director
Dr. Schwartz served as Vice President Innovative Ventures for Teva Pharmaceutical Industries Ltd. Dr. Shwartz is Chairman of BioLineRx, and also serves as a director of D-Pharm, MediWound, CureTech, Biocancell Therapeutics Inc. and Van Leer Ventures, Jerusalem.
 
Prof. Gabi Barabash
17 Bnei Neviim Street, Ramat Gan
Director
Prof. Barabash currently serves as Director General of the Tel Aviv Sourasky Medical Center and as Professor of Epidemiology and Preventive Medicine at the Sackler School of Medicine, Tel Aviv University.
 
Jonathan Kaplan
7 Ze'ev Zabotinsky Street, Aviv Tower,
50th Floor, Ramat-Gan
Director
Mr. Kaplan is an economic consultant focusing primarily on complex tax issues.
 
     
Dr. Tamar Manor
 3 Azrieli Center, The Triangular Tower,
45th floor, Tel-Aviv 67023, Israel
 
Director
Dr. Manor is the Chief Technology Officer for biotechnology at Clal Industries and Investments.
Shmuel (Milki) Ruenstein
106 David Ha'melech Street, Herzliya
 
External Director
Director at Excellence Bioscience Ltd., Medison Pharma Ltd., Genarset Ltd., Ramidor Biomed Ltd. and Sibana Medical Ltd.  Until 2010, served as the CEO of Taro Pharmaceuticals Ltd.
 
Avi Zigelman
8 Uri Keisary Street, Tel Aviv
 
External Director
Mr. Zigelman is a financial consultant.
 
Ruben Krupik
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
Chief Executive Officer
Mr. Krupik is CEO of CBI and active Chairman of D-Pharm, CureTech, MediWound, Gamida Cell, Biocancell Therapeutics Inc.  and Andromeda.
 
 
Amos Bankirer
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Vice President for Strategy and Corporate Development
Vice President for Strategy and Corporate Development at CBI
 
 
17
 
 
Gil Milner
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Chief Financial
Officer and
Comptroller
 
CFO and Comptroller for CBI.
Orit Lidor
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Vice President &
General Counsel
Vice President & General Counsel at CBI.
Ofer Goldberg
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Vice President
At CBI, Mr. Goldberg is in charge of business development of CBI's portfolio. companies.
Ofer Gonen
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
 
Vice President
At CBI, Mr. Gonen is in charge of business development of CBI's portfolio companies.


 
18
 
 
Schedule B

Directors and Executive Officers
of
Clal Industries and Investments Ltd.
(as of March 1, 2012)
 
Citizenship is same as country of address, unless otherwise noted.

Name & Resident or Business Address
 
Position
Present Principal Occupation
Nochi Dankner
Chairman of the
Board of Directors
Chairman of IDB Holding; IDB Development, Discount Investment Corporation Ltd. and Clal Industries and Investments Ltd.; Businessman and director of companies.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Avi Fischer
Director & Co-Chief
Executive Officer
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
Refael Bisker
Director
Chairman of Property and Building Corporation Ltd. Co-Chairman of Shufersal Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Marc Schimmel
Director
Co-Managing Director of UKI Investments.
54-56 Euston St., London NW1,
United Kingdom
 
Yecheskel Dovrat
Director
Economic consultant & director of companies.
1 Nachshon Street, Ramat Hasharon 47301, Israel
 
Eliahu Cohen
Director
Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower 44th
floor, Tel-Aviv 67023, Israel
 
Shay Livnat
Director
President of Zoe Holdings Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
David Leviatan
Director
Director of companies.
18 Mendele Street, Herzelia 46709, Israel
 
Isaac Manor (*)
Director
Chairman of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Dori Manor (*)
Director
Chief Executive Officer of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
 
19
 
 
Adiel Rosenfeld
Director
Representative in Israel of the Aktiva group.
42 Ha'Alon Street, Timrat 23840, Israel
  
Liora Polachek
External Director
Independent Lawyer, Partner and Director at  Sitan Polachek Attorney.
46 He Beiyyar St., Tel Aviv ,
Israel
 
Zeev Ben- Asher
External Director
Managers Coacher and organizational consultant.
20 Carmely St., Ramt-Gan ,
Israel
 
Zvi Livnat
Co-Chief Executive Officer
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
Boaz Simons
Senior Vice President
Senior Vice President of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israel
 
Guy Rosen
Senior Vice President
Senior Vice President of Clal Industries and Investments Ltd.; Deputy Chairman of IDB Tourism Ltd.
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israel
 
Gonen Bieber (**)
Vice President and Chief Financial Officer
Vice President and Chief Financial Officer of Clal Industries and Investments Ltd.; Vice President and finance manager of IDB Development; Finance manager of IDB Holding.
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israel
  
   
Nitsa Einan
Vice President and General Counsel
General Counsel of Clal Industries and Investments Ltd. and Clal Biotechnology Industries Ltd.
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israel
 
Yehuda Ben Ezra
Vice President & Comptroller
Comptroller of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israel

(*) 
Dual citizen of Israel and France.

(**) 
Dual citizen of Israel and Germany.
 
 
20
 
 
Schedule C
Directors and Executive Officers
of
IDB Development Corporation Ltd.
(as of March 1, 2012)

Name & Resident or Business Address
 
Position
Present Principal Occupation
Nochi Dankner
Chairman of the
Board of Directors
Chairman of IDB Holding, IDB Development, Discount Investment Corporation Ltd. and Clal Industries and Investments Ltd.; Businessman and director of companies.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Zehava Dankner
Director
Director of companies.
64 Pinkas Street, Tel Aviv 62157, Israel
 
Avi Fischer
Deputy Chairman of the
Board of Directors
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
Zvi Livnat
Deputy Chairman of the
Board of Directors
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
Refael Bisker
Director
Chairman of Property and Building Corporation Ltd.; Co-Chairman of Shufersal Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Jacob Schimmel
Director
Co-Managing Director of UKI Investments.
7 High field Gardens,
London NW11 9HD, United Kingdom
 
Shay Livnat
Director
President of Zoe Holdings Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
Eliahu Cohen
Director and Chief
Executive Officer
Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower 44th
floor, Tel-Aviv 67023, Israel
 
Isaac Manor (*)
Director
Chairman of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Dori Manor (*)
Director
Chief Executive Officer of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Abraham Ben Joseph
Director
Director of companies.
87 Haim Levanon Street,
Tel-Aviv 69345, Israel
 
 
21
 
 
Amos Malka
Director
Director of companies
18 Nahal Soreq Street,
Modi'in 71700, Israel
 
Prof. Yoram Margalioth
Director
Senior lecturer (expert on tax laws) at the Faculty of Law in the Tel Aviv University.
16 Ha'efroni Street,
Raanana 43724, Israel
 
Haim Gavrieli
Chief Executive Officer
Chief Executive Officer of IDB Holding and IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
    
     
Dr. Eyal Solganik
Executive Vice
President and Chief
Financial Officer
Executive Vice President and Chief Financial Officer of IDB Development; Chief Financial Officer of IDB Holding.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Ari Raved
Vice President
Vice President of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Gonen Bieber **
Vice President and
finance manager
Vice President and Chief Financial Officer of Clal Industries and Investments Ltd.; Vice President and finance manager of IDB Development; Finance manager of IDB Holding.
 
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
Haim Tabouch
Vice President Comptrolling
Vice President Comptrolling of IDB Development; Comptroller of IDB Holding.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Amir Harosh
Comptroller
Comptroller of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel

 (*) 
Dual citizen of Israel and France.
 
 (**) 
Dual citizen of Israel and Germany.
 
 
22
 

Schedule D

Directors and Executive Officers
of
IDB Holding Corporation Ltd.
(as of March 1, 2012)

Citizenship is the same as country of address, unless otherwise noted.
 
Name & Resident or Business Address
Position
 
Current Principal Occupation
Nochi Dankner
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Chairman of the Board of Directors
Chairman of IDB Holding, IDB Development, Discount Investment Corporation Ltd. and Clal Industries and Investments Ltd.; Businessman and director of companies.
 
Zehava Dankner
64 Pinkas Street, Tel Aviv 62157, Israel
  Director  Director of companies.
     
Isaac Manor (*)
Deputy Chairman of the
Board of Directors
Chairman of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
Arie Mientkavich
Vice Chairman of the
Board of Directors
Chairman of Elron; Deputy Chairman of Gazit-Globe Ltd. and Chairman of Gazit-Globe Israel (Development) Ltd.
3 Azrieli Center, The Triangular Tower, 42nd
floor, Tel-Aviv 67023, Israel
 
Lior Hannes
Director
Senior Executive Vice President of IDB Development; Chief Executive Officer of IDB Investments (U.K.) Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Refael Bisker
Director
Chairman of Property and Building Corporation Ltd.; Co-Chairman of Shufersal Ltd.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Jacob Schimmel
Director
Co-Managing Director of UKI Investments.
7 High field Gardens,
London NW11 9HD, United Kingdom
 
Shaul Ben-Zeev
Director
Chief Executive Officer of Avraham Livnat Ltd.
Taavura Junction, Ramle 72102, Israel
 
Eliahu Cohen
Director
Chief Executive Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Dori Manor (*)
Director
Chief Executive Officer of companies in the motor vehicle sector of the David Lubinski Ltd. group.
103 Kahanman Street,
Bnei Brak 51553, Israel
 
 
23
 
 
Meir Rosenne
Director
Attorney.
8 Oppenheimer Street, Ramat Aviv,
Tel Aviv 69395, Israel
 
Shmuel Dor
External Director
Head of auditing of subsidiaries of Clalit Health Services
7 Tarad Street, Ramat Gan 52503, Israel
 
Zvi Dvoresky
External Director
Chief Executive Officer of Beit Kranot Trust Ltd.
3 Biram Street, Haifa 34986, Israel
 
Haim Gavrieli
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
Chief Executive Officer
Chief Executive Officer of IDB Holding and Chief Executive Officer of  IDB Development.
     
Zvi Livnat
Director and Executive Vice President
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.
 
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
Avi Fischer
Executive Vice President
Executive Vice President of IDB Holding; Deputy Chairman of IDB Development; Co-Chief Executive Officer of Clal Industries and Investments Ltd.
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
 
Dr. Eyal Solganik
Chief Financial Officer
Chief Financial Officer of IDB Holding; Executive Vice President and Chief Financial Officer of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 
Haim Tabouch
Comptroller
Comptroller of IDB Holding; Vice President Comptrolling of IDB Development.
3 Azrieli Center, The Triangular Tower, 44th
floor, Tel-Aviv 67023, Israel
 

(*) 
Dual citizen of Israel and France.
 
24

 EX-99 2 exhibit_8.htm EXHIBIT 8 exhibit_8.htm
Exhibit 8
 
PROPOSAL FORM
 
This form must be delivered by facsimile to Fax: 972-3-[5652540] on December 6, 2011 by 16:00.
 
Investor's Name:
Clal Biotechnology Industries Ltd. ("Investor")
Contact Person:
Gil Milner
  
Tel:
03-6121616
  
Fax:
03-6124545
  

To
BioCancell Therapeutics Inc.
c/o Clal Finance Underwriting Ltd.
Tel: 972-3-5652536

Re: BioCancell Therapeutics Inc. ("Company") - Proposal Form

Each of the Investor and the Company shall hereinafter be referred to as a "Party" and together, the "Parties".

1.      The Investor hereby irrevocably undertakes to purchase shares of common stock of the Company each having a par value of $0.01 per share, offered by the Company ("Shares") in the amount issued to the Investor by the Company, at the private placement consummated by the Company on December 6, 2011 or such other date as shall be determined by the Company. The Investor wishes to purchase the following number of Shares:
 
Private Placement – Ordinary Shares of Common Stock
Number of Shares
Price per Share
 8,199,400
NIS 1.00
 
2.      The Investor acknowledges that the number of Shares actually issued may be lower than the number requested, and that the Company may change the scope of the private placement, postpone or cancel it, at the Company's sole discretion.
 
3.      The acceptance of the Investor's offer shall be made by written notice to the Investor at the Investor's facsimile number set forth above (the "Acceptance Notice") detailing the amount of Shares to be issued and the aggregate consideration therefore. Subject to meeting the conditions precedent detailed in section 7(b) below, this Proposal Form together with the Acceptance Notice shall constitute a binding agreement between the Company and the Investor with respect to the purchase of the amount of Shares specified in the Acceptance Notice.
 
4.      The Investor hereby represents and warrants to the Company as follows:
 
      (a)           Corporate Authorization; Validity of Proposal.  The Investor has the full corporate power and authority to execute this proposal and acquire the amount of Shares covered by this proposal (as specified in section 1 above). The execution, delivery and performance of this proposal by the Investor have been duly authorized by all requisite corporate actions and no further corporate consent or authorization of the Investor, its trustees or shareholders is required. This proposal has been duly executed and delivered by the Investor and, when duly authorized, executed and delivered by the Company, will form a valid and binding agreement enforceable against the Investor in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.
 
 
 
 
 
      (b)         Investor Status.  The Investor hereby declares that such Investor:
 
                                                 (1) 
o
Is, and at the time of the acquisition of the Shares will be,  an  investor of the type listed in the First Schedule of the Israeli Securities Law, 5728-1968 ("Israeli Securities Law"); or
  
 
 
o
Is not an investor of the type listed in the First Schedule of the Israeli Securities Law.
  
 
 
[Investor must select the applicable option.]
 
 (2)      Is not working on behalf of any other individual or entity;
 
 
(3)
Is a resident of the State of Israel, (ii) at the time of receipt of this Proposal Form was outside the U.S., (iii) at the time of execution of this Proposal Form is outside of the U.S., and (iv) is not U.S. Person (as such term is defined in Rule 902(k) of Regulation S under the Securities Act) and is not buying for the account of or on behalf of any U.S. Person or a person or entity in the U.S.
 
 
(4)
o Is, and at the time of the acquisition of the Shares will be, an "accredited investor" as that term is defined in Rule 501(a)(3) of Regulation D promulgated under the U.S. Securities Act of 1933, as amended (the "Securities Act");
 
 
[Investor must select section (4) if applicable.]
 
     (c)           Reliance on Exemptions.  The Investor understands that the Shares are being offered and sold to it without registration under the Securities Act in an offshore transaction that is not subject to the registration provisions of the Securities Act (or alternatively, if applicable, in a private placement that is exempt from the registration provisions of the Securities Act), and that the Company is relying in part upon the truth and accuracy of the Investor's representations and warranties set forth herein in order to determine the availability of such exemptions and the eligibility of the Investor to acquire the Shares.
 
      (d)          Investment Purpose; No Affiliation with Other Investors;.  The Investor is purchasing the Shares for its own account and not in conjunction with any other party purchasing the Shares under the terms and conditions hereof. The Investor is purchasing for investment purposes only and not with a view to, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered under the Securities Act and in compliance with applicable state securities laws or under an exemption therefrom. There are no agreements between the Investor and any other party or with respect to the purchase or sale of securities of the Company or with respect to the voting rights in the Company.
 
 
 
 
 
      (e)          Knowledge and Experience. The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Company, has evaluated the merits and risks of such investment, accept the terms and conditions of such investment, has the ability to bear the economic risks of its investment for an indefinite period of time, can afford the complete loss of its investment and recognizes that an investment in the Company involves substantial risk.
 
      (f)           Access to Information. The Investor acknowledges that the Company files reports regarding material aspects of its activity in accordance with the Israeli Securities Law and the regulations promulgated there under and that the reports are available to the Investor through the website of the TASE at http://www.tase.co.il/TASE/Homepage.htm and through the website of the Israeli Securities Authority ("ISA") at http://www.magna.isa.gov.il/
 
The Investor also acknowledges that it has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, representatives of the Company concerning the terms and conditions of the offering and the merits and risks of investing in the Shares, and (ii) access to information about the Company and the Company’s financial condition, results of operations, business properties, management and prospects sufficient to enable it to evaluate its investment.
 
      (g)          Transfer or Resale. The Investor understands and acknowledges that (i) the Shares are sold to it "AS-IS"; (ii) the Shares are restricted for resale through the TASE in accordance to the Israeli Securities Law and the relevant regulations related to such restrictions for resale, for the periods and amounts specified therein; (iii) the Shares have not been registered under the Securities Act and may not be offered or sold in the U.S. or to U.S. Persons unless the Shares are registered under the Securities Act or until the earlier receipt by the Company of an opinion of legal counsel satisfactory to the Company and its counsel that such registration is not required under the Securities Act, and unless so registered the Shares: (a) will be issued through a share certificate (and not electronically) that will bear a restrictive legend as specified in section 5 below; (b) will only be registered in the register of shareholders of the Company; (c) shall not be registered for trade on the TASE (or any other stock exchange or trading system); and (d) may not be offered for sale, sold, assigned or transferred. Hedging transactions involving the Shares may not be conducted unless in compliance with the Securities Act.
 
      (h)          General Solicitation. The Investor is not purchasing the Shares to be acquired by it as a result of, and the Investor is not aware of, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar relating to the sale of the Shares.
 
 
 
 
 
5.      The Investor acknowledges that until the sale of the Shares under an effective registration statement under the Securities Act or until the earlier receipt by the Company of an opinion of legal counsel satisfactory to the Company and its counsel that such registration is not required under the Securities Act, the share certificates or other instruments representing the Shares shall bear a restrictive legend composed of exactly the following words capitalized below:
 
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR ANY STATE SECURITIES LAWS.  SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, HYPOTHECATED  OR OTHERWISE DISTRIBUTED IN THE ABSENCE OF REGISTRATION UNDER THE ACT OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, INCLUDING BY VIRTUE OF REGULATION S.  HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT".

                Additional language may be added at any time to the legend to the extent required to be placed thereon by applicable securities laws, contract or otherwise.

                The Company undertakes to use its commercially reasonable efforts to assist the Investor in registering the securities for trade on the TASE, upon and subject to receipt from the Investor of an opinion of legal counsel satisfactory to the Company and its counsel, that the above restrictive legend may be removed. At the request of the Investor, the Company will coordinate the receipt of such counsel opinion and the cost of such opinion shall be borne by the Company.

6.      Clal Finance Batucha Investment Management Ltd. ("Clal Batucha") shall serve as the coordinator of the contemplated private placement and will open a bank account in Clal Batucha's name and managed in trust ("Escrow Account").
 
                                           The Investor undertakes to transfer the consideration for all the shares issued to it ("Aggregate Consideration") to the Escrow Account in accordance with the dates and details set forth in the Acceptance Notice which will not be before December 15, 2011.
 
The Investor acknowledges that in consideration for the Aggregate Consideration, the Company shall issue to the Investor legend bearing share certificates. Until the receipt of the share certificates by Clal Batucha , Clal Batucha will hold the Aggregate Consideration in the Escrow Account. Clal Batucha will transfer the Aggregate Consideration, plus any interest received thereupon, to the Company, only following receipt by it of the share certificate(s).
 
 
 
 
 
If the conditions precedent (detailed in clause 7(b) below) are not met until January 31, 2012 and/or In the event that the share certificates are not received by Clal Batucha within 10 Business Days from the date on which all the conditions precedent (detailed in clause 7(b) below) are met, then this Proposal Form and the Acceptance Notice shall be considered null and void and the Investor will be entitled to receive back the Aggregate Consideration. In the event that the private placement is not consummated, the Investor shall have no claim or demand against the Company and/or against any of the placement agents and/or against Clal Batucha, in connection with the contemplated private placement, except for the receipt of the Aggregate Consideration transferred by the Investor as set forth above.
 
                "Business Day" shall mean – a day on which most banks in Israel are open for business and execution of transaction.

7.     By providing an Acceptance Notice the Company hereby represents and warrants to the Investor as follows:
 
     (a)           Organization.  The Company has been duly incorporated, is validly existing and in good standing under the laws of Delaware.
 
     (b)           Corporate Authorization; Conditions Precedent, Execution; Validity of Proposal.  The execution, delivery and performance of the Acceptance Notice and each of the other agreements, certificates or other instruments required to be delivered hereunder by the Company (the "Transaction Documents"), including the authorization, sale, issuance and delivery of the Shares have been duly authorized by the Company and no other corporate proceedings on the part of  the Company shall be necessary to authorize the private placement or to consummate the transactions contemplated hereby and thereby, accept for the following conditions precedent:
 
 
i.
The approval of a general meeting of the Company's shareholders (including, if required, for the increase of the Company's registered share capital).
 
 
ii.
The approval of the TASE.
 
 
iii.
Receipt by the Company and the Investor, to the extent required under law, of an approval of or exemption from the Israeli Restrictive Trade Practices Authority, for the purchase of the Shares, in a form acceptable to both the Company and the Investor.
 
Subject to meeting the above mentioned conditions precedent, the Transaction Documents will be duly executed and delivered by the Company and, when duly authorized, executed and delivered by the Investor, will be valid and binding agreements enforceable against the Company in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity.
 
 
 
 
 
     (c)           Corporate Authority.  The Company has full corporate power and authority necessary to (i) perform its obligations hereunder (Subject to meeting the above mentioned conditions precedent); and (ii) carry on its business as presently proposed to be conducted.
 
     (d)           Validity of Common Stock.  When issued to the Investor against full payment therefore, all applicable Shares will have been duly and validly issued, fully paid and non-assessable; shall not be subject to call or forfeiture rights and will be free and clear of any security interests, liens, claims, encumbrances or other adverse interests, other than those restrictions contemplated by the federal and state securities laws of the United States and the securities laws and regulations of Israel; and will not have been issued or sold in violation of any preemptive or other similar rights of the holders of any securities of the Company.
 
     (e)           Accuracy of Public Disclosures. All of the information included in the Company's Israeli 2010 Annual Report that was published on the TASE website on March 9, 2011, was accurate in all material respects as of the date of its publication. Following the date of the 2010 Annual Report, any material information which was required to be disclosed to the public under Israeli law, has been disclosed by the Company through the website of the TASE at http://www.tase.co.il/TASE/Homepage.htm in accordance with applicable law.
 
     (f)           Adjustment due to future issuance of Company's Shares. In any event that during the Adjustment Period (as defined below) the Company issues any additional Shares or convertible securities (including convertible debt, options and warrants) to any third party, save for Excluded Issuances (as defined below) ("Future Issuance"), either at an Average Share Price (as defined below), exercise price or conversion price per share which is less than NIS1.00, adjusted, according to TASE rules, to any dividend, split or any capital restructuring during the Adjustment Period, then the Company shall issue to the Investor a number of additional Shares that is equal to the difference between the number of Shares issued to the Investor in accordance with this Proposal Form and the Acceptance Notice and the number of Shares that would have been issued to the Investor at a price per share which is equal to the Average Share  Price, exercise price or conversion price, as applicable.
 
"Excluded Issuances" shall mean any of the following: (i) securities issued to directors, officers, employees and or consultants of the Company or any other company controlled by the Company ("Controlled Company"), pursuant to any stock option or stock incentive plan reserved for Company and/or Controlled Company officers  directors, employees or consultants and approved by the Company's board of directors ("Board"), and, if applicable, any securities issued upon the exercise of such securities; (ii) securities issued pursuant to any stock split, recapitalization, reclassification or payment of any dividend or distribution with respect to the Company's issued and outstanding share capital, including any bonus shares; (iii) securities issued upon the conversion of any convertible securities including exercise of options and/or warrants and conversion of a convertible debenture; (iv) securities issued in connection with an acquisition transaction of another entity in the field of business of the Company as approved by the Board; or (v) securities issued in connection with the Company's contemplated reorganization (through reverse triangular merger) which was reported on the Magna on November 6, 2011, or any similar transaction.
 
 
 
 
 

"Adjustment Period" shall mean the earlier of: (i) December 31 2012; or (ii) such date up to which an aggregate amount of US$3,000,000 has been invested in the Company (excluding the investment according to this Proposal Form). It is made clear that the adjustments according to this section (for ii above) will apply to any and all Future Issuances made by the Company from time to time during the Adjustment Period, and up to US$3,000,000, including an adjustment to an investment in the Company that actually exceeds the total aggregate amount of investments over US$3,000,000 ("Future Issuance in Excess"), provided however, that total amount raised in Future Issuances consummated prior to such Future Issuance in Excess, if any, did not exceed US$3,000,000.
 
"Average Share Price" shall mean the lower of: (i) the Share's 22 TASE trading day average closing price prior to the date on which the Company's board of directors approved such Future Issuance; or (ii) the purchase price per Share at the Future Issuance.
 
 
 
 
 
BioCancell Therapeutics Inc.
[Signature Page – Subscription Form dated December 6, 2011]
 
  INVESTOR'S NAME: Clal Biotechnology Industries Ltd.
 
By:     ________________________________________     
            Name: Gil Milner, Tamar Manor
            Title: VP, Director
 
INVESTOR'S ACCOUNT DETAILS:
 
Name of Account: __________
 
Bank: _____________
 
Branch No.: ___
 
Account No.: _______
 
 
 
 
 
 
 
  8 Hartom St, POB 45389  Jerusalem Israel 91451
Phone: +972-2-548-6555 Fax:. +972-2-548-6550
http://www.biocancell.com  * info@biocancell.com
 
December 6, 2011

To
Investor's Name:
Clal Biotechnology Industries Ltd ("Investor")
Contact Person:
Gil Milner
  
Tel:
03-612-1616
  
Fax:
03-612-4545
  

Re: BioCancell Therapeutics Inc. ("Company") – Acceptance Notice

Each of the Investor and the Company shall hereinafter be referred to as a "Party" and together, the "Parties".

Further to your undertaking to purchase Shares of common stock of the Company each having a par value of $0.01 ("Shares"), offered by the Company at a private placement, as set forth in the Proposal Form provided by you, the Company hereby informs you that it decided to  accept your offer, and Subject to meeting the conditions precedent detailed in section 7(b) of the Proposal Form ("Conditions Precedent"), will issue to you Shares as set forth below:

Private Placement – Ordinary Shares of Common Stock
Number of Shares
Price Per Share
8,199,400 Shares
NIS 1.00

Subject to meeting the Conditions Precedent, this Acceptance Notice together with your Proposal Form constitutes a binding agreement between you and the Company with respect to the purchase of 8,199,400 Shares.

Please transfer the consideration in the total amount of NIS 8,199,400 ("Aggregate Consideration") to the following escrow account managed by Clal Finance Batucha Investment Management Ltd. ("Clal Batucha") in trust ("Escrow Account") on December 26, 2011:
 
Escrow Account details:
Name of Account: Clal Finance Batucha Investment Management Ltd.
Bank: Bank Hapoalim Ltd.
Branch No.: 600
Account No.: 628509
Please fax the confirmation of wire transfer to 03-760-8665.

 
 
 
 
  8 Hartom St, POB 45389  Jerusalem Israel 91451
Phone: +972-2-548-6555 Fax:. +972-2-548-6550
http://www.biocancell.com  * info@biocancell.com
 
Subject to the satisfaction of the Conditions Precedent and in consideration for the Aggregate Consideration the Company shall issue to you legend-bearing share certificates. Until the receipt of the share certificates by Clal Batucha, Clal Batucha will hold the Aggregate Consideration at the Escrow Account.

If the Conditions Precedent are not met until February 29, 2012 and/or the share certificates are not received by Clal Batucha within 10 Business Days from the date at which all the Conditions Precedent are met, then the Proposal Form and this Acceptance Notice shall be considered null and void and the Investor will be entitled to receive back the Aggregate Consideration deposited by such Investor in the Escrow Account. In the event that the private placement is not consummated, the Investor shall have no claim or demand against the Company and/or against any of the placement agents and/or against Clal Batucha, in connection with the contemplated private placement, except for the receipt of the Aggregate Consideration transferred by the Investor as set forth above.

"Business Day" shall mean a day on which most banks in Israel are open for business and execution of transactions.
 
 
_____________________
BioCancell Therapeutics Inc.
 
 

 
 GRAPHIC 3 b.jpg begin 644 b.jpg M_]C_X``02D9)1@`!`0$`8`!@``#_X0!F17AI9@``34T`*@````@`!`$:``4` M```!````/@$;``4````!````1@$H``,````!``(```$Q``(````0````3@`` M``````!@`````0```&`````!4&%I;G0N3D54('8U+C`P`/_;`$,``@$!`@$! M`@("`@("`@(#!0,#`P,#!@0$`P4'!@<'!P8'!P@)"PD("`H(!P<*#0H*"PP, M#`P'"0X/#0P."PP,#/_;`$,!`@("`P,#!@,#!@P(!P@,#`P,#`P,#`P,#`P, M#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#/_``!$(`&X! M%@,!(@`"$0$#$0'_Q``?```!!0$!`0$!`0```````````0(#!`4&!P@)"@O_ MQ`"U$``"`0,#`@0#!04$!````7T!`@,`!!$%$B$Q008346$'(G$4,H&1H0@C M0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJ MLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7FY^CIZO'R\_3U]O?X M^?K_Q``?`0`#`0$!`0$!`0$!`````````0(#!`4&!P@)"@O_Q`"U$0`"`0($ M!`,$!P4$!``!`G<``0(#$00%(3$&$D%1!V%Q$R(R@0@40I&AL<$)(S-2\!5B M7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2EIJ>HJ:JRL[2UMK>X MN;K"P\3%QL?(RKR\_3U]O?X^?K_V@`,`P$` M`A$#$0`_`/W\HHHH`****`"BBL7QC\2O#GP[MA-X@U_1=#A(R'U"]BME(^KL M*J,7)VBKD5*L*<7.HTDNKT1M45X]=?\`!07X(6EV8'^*G@=I0<8358G'YJ2* MZ_P7^T3X!^(Q5=!\:>%M7=^`EKJ<,CG_`("&S^E;3PE>*O*#2]&<-'.,!5ER M4J\)/LI1;^Y,[*B@$$`@@@T5SGHA1110`4444`%%%%`!1110`4444`%%%%`! M1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%>7_M2_MA>!OV/_!/] ML>,=46"6<$66G0`27NH./X8X\]!W8X4=STK'_;G_`&SM#_8G^#,WB'4$2_UJ M^+6VBZ9OVM?W&,\]Q&@PSMV&`.6`/XSZ-:?$3_@H_P#M26UO>7\FK>*/$LY\ MRXER+;2[9>68*.(X(ER0HZ\#ECS])DF1?6HO$8A\M*.[[VWMY=W_`$ORSC_Q M$_L>I#*\MA[7%U+)1W4;Z)ONWTC\WI:_TSXG_P""CG[07_!0CXCR^$/A%ITO MA'3),L_V!P+BW@R1YMU>,,1+C^X%]!N-7-&_9(^$?P=U!K[XB:OJ_P`<_'0. M;F-+V2'1K>3G*M,299R#CG.#_=%=;K>L^'O@-\/?^%8?#$M;>'+4XUC6!A;O MQ-<@8>61QSY6W[9)_RO?NS\?QN,J>T M]IF%3ZUB.LI^]3@^U.'P.W6333^S&VK]*TK]I:X\$PI!X.\&_#_P9:1#")IV MAPE\>K.X)8^Y%6Y?VS?'5ZRB^FT#4HU_Y9W6BVSJ?;A0?UKRJBN9X>FW=QN_ M/5_>9+B#,DK1KR2[)V7W*R_`^I/A'_P48CT"6.V\0^&((+5B`TVD.R+'ZGR' M.W_ODCZ5]4?#CXIZ!\6M`74O#^I6^HVQP'V'$D+?W74\J?8BORSKH?AC\4M; M^#_BN'6=!O'M;J,@2)R8KE,\I(O\2G\QU!BLJIS3E3T?X'V?#WB5C<)-4 ML?\`O*?>R4EZ6LGZ/5]S]2Z*X7X!_'C2OCOX!M]8M"MMX]\BNZKYN<)0DXR5FC]\PF+HXFC&O0ES1DKIKL%%%%0=(4444`%%%%`! M1110`4444`%%%%`!1110`4444`%%%%`!1110`4444`%%%%`!3+FYCL[>2:9T MBBB4N[L<*B@9))[`"GU\[?\`!5;XS3?!/]AWQE>VDS0:AK42:):NIPRMQ^3G_!1#]K.Z M_:^_:5U?7$GD;PYI;MIVA0$G;':HQ'F8_O2MER?=1_"*^A/V'O!"_L]?L7ZA MXV*>5XJ^+-S)I>GS8Q):Z3`V)64]1YDF0?4!3VKX&/"$#C`XK]/?C[HZ^#M, M^'/@VUC80^%_".G6JQJ,EII(P\C8]68BOT_.(QH8>E@Z2M'](_\`!M<_C;AO M%UL9BL;GN)?-5M9/M*JVKKM:"FEVTML<#HFB7GB+5;>PTZTN+V]NF$<,$"%Y M)#Z`"OHKX:?\$U_$7B*TCN?$NKVN@)(,_9H$^TW"_P"\C:;<81OLI-:N7DMNO<[6;_@E_P"'VML1^*M< M2;'WVAB9?^^<#^=>5_%S_@GUXP^'MG-?:1+!XGL8069;=#'=(OKY9)W?\!)/ MM7(VO[5'Q&L[P3IXQUEG!SMD=70_\!(Q^E>]_LZ?M_R:]K%MHOCA+:"2Y81P M:I"OEQEB<`2KT7)_B''J!UKX#AOZ0F49ABHX6OST7)V3FH\K?9RBW;YZ>9^G M<3?1EIT<)*K0@G9?\NY2YEY\LM)?F?'3HT;LC*RNA*LI&"I'4$=C25]D_M[_ M`+,%KJFA7/CK0;5(=0LAOU6&)<+=1=YL#^->I/=(L@KY1C'A:^O6+Z27?]&NC^\]0_9)^*#?#WXK6]G<7$D&D>),:=>%6QY18_ MNIAZ,DF"#Z$U][_"CQN_CCPQ(]R(TU72KJ73-2C3@1W,+;6('97&V1?]F1:_ M+D2-$0Z$JZ'*D<$$=#7VY^SQ\2VB_:TUK199`8O'W@G2/&D*YP/M"`V=R0/5 ME6W)_P!VO/S3"J:=1;I7^ZWZ/\#]`\-,]G2?U*H_=;/H M^BBODW]O_P#X*IV/["'Q6\,>$9/`.O\`C74?%-B;RV73+E$?(E,8C"%69V)& M>*\&AAZE:?LZ:NS]ES',L-@:+Q&*ERP5E>S>KT6R;/K*BOSUL?\`@X'T'PWK M=BGC[X,_$_P)HU[*(?[3O+7?'&?7:RH6`')"Y;`.`:^R/BE^T7I/@3]F;5_B MCH\+^+-%L-%;7+2/3WRVIP^7YBB,X/+`C&1^%:UL#7I-*<;7V_X?8Y,%Q#E^ M+C.6'JI\BO+1II=[-)V^1Z%17F'[''[2T?[7?[/>B>/XO#^I>&$UIKA1IU\P M:>#RIWBRQ`'WMFX<="*]/KGJ0E"3A):K0]/#8BG7I1K4G>,DFGW3U6X445YO M^U'^UEX%_8Y^&%%\VZOY<9$4,8Y=L#/8`B1Z117YQ0_P#!?+Q!XMC?5O"/[-GQ)\0^$XR3_::M M(-Z`_>`C@D0\NHZ9H$&LZ#XLT6'[1J&B:I;[9H M(]X0NKKE'4,0#R&!(RHKLK99B:47.<=%OL[>MMCQ,%Q5E>+K*A0JWD]DU)7] M&TD_D?2%%%%QR5,=0A7AA9RM.:;2UU4;7\M+H]ZHKYZ_8!_X M*":;^WOIWC2YT[PSJ'AM?!NJ+I3'_H=??E?!O\`P<`>%I=3_9D\):M&A9-)\1K'()L9OA?&*&_+^',K_A<_)`G:"?3FOV4TCPI!\3/VSO M`=Y(JR:??>']/UM,C*R)':AE^HWJM?C8>>#T-?KS_P`$S_B/!\6_A9\(?$QE M$FH^$X+KP+JP+`M'M0R6;'OAHPJY]6Q7W/%4)*C&K'IS+[U_P#^;O"ATJV,G M@JG65*=NZA.S7W3;?DF>B?\`!2GXCW&GZ-H7A:WD:.+42U[=@''F(A`C4^VX MDX]5%?(5?4/_``4S\-SQ^*/"^L!6-M-:RV9;LKJ^\`_4,?\`ODU\O5_F%XPX MC$5.+,4J]_=Y5'RCR1:MY.[?JV?Z_>&M&C#AZ@Z/VN9O_%S-._W)>B04$`@@ MC(-%%?F1]T?H!^QQXW;XO?LYVL&J'[7+9>;I%T7.3,BJ`N?7,;*#ZX-?`_CC MPZ?!_C35]))R=,O9K7/J$\G4HNK:A-N1^)OBIXEU&$@PWNIW$R'U4R-@_E7^DOA-B<36X>PE3%7O"'B5M"_P""H'P- MT)6_?1_"XVUTH[%TFF"GZ>6IKRGX0_#^?XI_$S1=`@5B=0N565@,^7$#ND<^ MP0,:N_LF?$.+]IC_`(+8>(/$VF$3:'X%;.-A[,S%A_OU^F3 M@I1JM[1A)_-JR_7[C\8X;G*E6P[6]7$48KS47SS?R7+?_$?IW7Y:_P#!9#XJ M:/\``_\`X*B_LZ>,/$$TUOHGANWCO[Z2*(RR)$EZY8A1RQQV%?J57YE_\%5$ MT^3_`(*\_LPKJRV3:8?(%R+L*8#']N;._=\NW'KQ7S>36^L:[9)2,-A=HQ_?.2!G/U;X+T_Q1^P;_P2!A\B\TZZ\6>`O!4M['+D M75H+C:TP4$'$B*7V@@X(7(.*Q_\`@ICI7[/C?L4>/FUR+X>1W":3.=(:R6T6 M]&H;#]F$'E_/O,NS('&W.?ES7B?[*6I^(M4_X-W_`!@WB!KJ1(=`UJ'2VGR6 M-BK.(P">2@.\+_L@`<8KM4:<\-!4XM14U=/6]UT>G3I8\%U<30S7$2Q-2,ZK MP\G&4/=45%MV:NW=MIIWZ6L?1/[&/[>%QXJ_X)HV?QP^*EY96[V=O?W6I2V- MMY2,L-U+%&D<>3EV"HH&>68=,U\\_#;]J_\`;3_X*`V=UXS^$>C^!_AQ\/C- M)'I;:VBS3ZDJ,03O='+G(P65$3((!.":XKPM\,];^*?_``;7I9:#%/GO< M:I+;Q`L\\%OJ\DLH`'7:BE\?[%?7O_!(S]I'P3\7OV&?`=AH.J:9!J/A32(= M*U;3?.5)[*:%=K,R$YVOC>&Z$-UR"`5J5.A&K6A!2:FXZJZBO3S*P.+Q.85< M)@J]>5.+H0J7B[2J2>C][?3=I:N]WH>??L2_\%+O'MS^TQ-\!?VA/#%AX6^( MYC,FE:C8_+9:R`I<+C7P/XM#7 M_@3X1Z;YXTJ0_N;DQQPNX8=Q)<3QAO[R1!>E3?M:>.])_:Z_X+U.Q820P)#<-<2QF1>"$0;2N15?\`;/U6^_X)E?\`!7G2 M/CK>Z=>77PX^)%L+#5I[>,N;9S$D4Z?[ZF**=5_C`<#D''11I1C4YJ4>6,2K=Q:A%L5 M<9^?)!0CN&`([@5POPR_X**?"3XT?M!:I\,_"?BBW\0>)=)T]]0D:R7S;.8( MVV2..7!?Q`1L05'R MDE)8Y%9<`J6!4$<_/O[*EK\0?^"S7CSXAZ_XQ^-7BKX?^%_"^I?9K3PGX:NQ M920PG<5>0Y^Z`-I=PQ9@W*@`5S/_``38\,^%?!/_``6_U_1/!GBG6O&F@:-H MU[91:SJEX+RXO)4AA64^:``Z+)O52."JCM7T,L)35&I2J*/-"-]$[IZ;RZW[ M'YI2SG$/&87&8:=3V5:KRKGG%J47=.U-+W;/9[]]SV#]I#_@K%\7?@[_`,%% MO&GPE\+^&-/\;*;:"R\+:1%:F.=[^:""423S!LF%`TS,!MX`RR@%AS'QK_;= M_;/_`&`-3\-^,_C%9>!=<\":SJ"VEW8Z7#%FU+`N8A(@#I)L5RK$NI*8.>_0 M_!K3X+S_`(./OB)++$DDEIX<,L+$9,;&SLT+#T.UF'T)KL_^#CK_`),$T_\` M[&JS_P#1-S135%5J.']G%J<8W;6NJZ=@KRQ\\!CLQ^M33HU*B@D_=2C+9JWO M+I9Z)'NO[>/_``4,\.?L3_LTVGCN2U?6[_Q&(XO#VF*_EG4)9(_,!9N2L:I\ MS$`GH!RPKYF\.>+?^"B?Q*\*Q>-[&V^&N@V=X@N[7PM=VT<=T\1&Y4.\%E8C M'#S*W/.#Q7$_\%F="OO#GP9_97^(<]C/J7A3P?+:+JL*KN12\5G*@8=/G6"1 M.>,X'>OTD\`_M!^"?B=\-+7QCHGBC1+WPU=VXN1?B\C6*)",GS"2/+8=PV"I M!!QBN)QCA\/"I""DY-W;5[6=DO+N>Y&I6S/,ZV'KXB5*-*,'&,)TVU=[S0K>;?)--YIB@C0-RC2L5 M.TEM@;))`-?-OP]^+7[>'[5WP]7XE^$!\-/`_AO4XOMFB>';^W\R[U&WZH2[ MHQ&\YD1H MK:1X9_A]+_`+"W[?=Q^W+^R]X_3Q#HT?AS MQ_X'ANM+\0Z='N$2R>3)ME0,2RABDBE225:-ADC%>5_\&W'_`"9/XH_[&VX_ M]);:NX_86_8W^%7[-OA7XSWWPS^(VI_$6^U.W?3MEB]M#J<7BF>9[3S5\]8S;6X#[.NTD$9Q MC(/I2K1I*A7]BK1O#]33+ZF*>8Y=]?DG4Y*R;33O9Q2U6C=K7MUN4O\`@W2_ MY%GXY?\`8VI_Z!)7Z2U^9_\`P;LZ]8VMO\;]*EO+6+4Y/%*3):/(%G=`LH+! M#R0"",CIBOTPKBSI?[9/Y?DCV^!9)Y'0M_>_]*D%%%%>6?7!7BG_``41^!LG M[0_['7C;P[:PF?4ULOM^GJ!EFN+=A*BCW;84_P"!5[716V'K2HU8U8[Q:?W' M%F6!IXW"5<'6^&I%Q?HU9G\S_/0@@CL>HKZ4_P""9'[8=O\`LL_&I[+Q!.Z> M"/%WE6NJ-DD:?*C[K>\`]8W//^RQ/.`*U_\`@K1^QE/^RY^T1=ZQIEHR>#/& MLTE_ISHO[NTG)W36Q],,=RC^XP'\)KY4K]FBZ&882^\9K[O^"G^*/X.J0Q_# M&=..U6A+Y-?K&47\TS^BSXO_``LTO]H+X6RZ5<3Q/%>1I.DO-=\!H0EI<1_O+S0P3]U0?\`60]]G5?X6UC^UI&?[LL8!9&'<,H([U_+/BKX*TLYJ*O*3 MIU8JT:B5XR7125UJNFJ:\U8_T%\'_'G#2PO+1:DGK.E*5I0?5Q?5>=FGI?E= MS\US*H&2R@?6O4OV>?V6->^.NM02M;W&F^'4<&YU"1"H=1U2+/WV/3(X'?TK MZLN/%OP,\+W;74LG@2RN8SD[K>%95/\`N[<@_A7&_%G_`(*/^%O"^GR6GA"W M?7;X#9',Z&"SB]#SAF^@`^M?EO#?T<9QQ4:F:5_:03^&,7%2]9-Z+NDKOHT? MIG$WTBLMP^%DL*XPDUNY*37^&$;MOLWIW1U/[57Q;TS]FWX'IH6C^5;:E?6O M]GZ7;(?F@C"[6E/LJ]SU8CWK\_P#P`"2>!W)KT*/PG\0OVH?&,^KFPU+6;NZ M/[R\DC\FT@4=%#MA$0#L#^9KFOBC^TK\.?V(H95TZ]TOXF_%6(8@AMF\S1/# M\G]^60?ZZ53T5>AZ[>M?USE>`5""PV'C>6FBV71>22\_^`?POQ;G5;.\2\RQ MC]EAXW2E/KU;2WG.7:-^EW97)OVA?BE'^PS^SU>0^:L7Q7^)%DUK8VP(\[P_ MIC\27#]TED'RJ.H//\+"NK_X-^?@9+I?A7QK\1+J%D75)8]$T]B,;HXOWD[# MU!=HUSZQFO@/0-)\=?MQ?M&VUH]S=>(/&/C*^"R7,W(0?Q.V.$BC0$X&`JK@ M#I7[T_L^_!32OV=/@QX=\%:*O^@:!:+;B0C#7$GWI)6_VGWD([,J!2P]B<'O7U+\0_@1X;^(_P`#M4^'5U9#3_"NJZ8VCO:Z?BV$ M%L4V;(MHPF%X&!Q78T5I5QE>HU*I-NVUWL'HQBI*SLDKKL^Z. M!_9J_9M\,_LH_!72_`/A1+X^'](,Q@6^G^T2GS97E<,Q`R-SMVZ<5\W?&K_@ M@[\!?B_XXNM?M;/Q)X+N[]S)

'M06VM923EL1.CJ@)[)M7VK[/HHIXRO3F MZD)M-[^?J+%9'@,11AAZ]&,H0TBFMK::=M.QXW^R'^P1\,/V'M`NK/P!H`LK MK40%O=2NI3O<^#?$/_!NG^S]K.OO=VL_CO2;25]S6%KJZ-!C/W09(G?'U8FOIG]E M?]AWX8?L8>'Y;'X?>%[329;M0MW?R,UQ?7@'023/EB,_PC"CL!7K-%;5L?B* ML>2I-M>IP8+AW+,)5]OAJ$8R[I*Z].WR/CKXU?\`!#;X'_&?XK:AXN">+/"U M[K4S3ZE:Z#J@M+2]=SER4*-LWG)(0J"23@5Z#\#/^"8'PC_9M^-]CX^\&:/? MZ+J^G:1_8L-O'=EK,0[0K,R$$M(V,LY8DDDU]"442Q^(E'DE-VM;?H%+AW+* M=7V\*$5*_->RO?NNWR/'O#7[#?@;PI^UUK7QMM%U@>-]>LOL%T7O"UIY>R)/ MEBQP<1)SGU]:O?M>?L?>#OVV_A;%X/\`&ZZHVCPWT>H*+"Z^S2^:BNJ_-@\8 M=N,>E>IT5DL14YE/F=UL^UCK>6X7V4Z'LURS;^(I+ MJ"X\?6.FS2>8^E0:T/LAYSMRT9DQ]7)]Z^[:*NAC*]&_LYM7,,=D>7XWE>*H MQGR[76R[>GEL<5\&/V=/!/[/OPKA\$^$?#FG:1X8B1U>R5/,2XWC#M*7R9&< M<,7))''3BOE?XD_\&_\`\`?'OC"YU>PA\7>$4O7+SV&B:H(;-LG)54D1RBG^ MZI`'8"OMVBBEC*].3E";3>^NX8S(\OQ5.-&O1C*,?A5EIY+LO)'E?[*?[%OP MY_8M\#W&@?#_`$!-*MK]EDOKB65I[K4'4$*TLC$EL`D`#"C)P!DUQWP#_P"" M87PG_9D_:*U7XF^"]-U31];U>VGM9;1;TOI\2S.KOY<1&4^9!@!L#D``5]"T M5/UJM>3YG[V^N_J:+*<$E3BJ44J>L-%[OIV/GKP%_P`$P?A+\+OVLY?C-X=T MS4M(\63M20=I;"BI-MI*UV]V%%%%9'4%%%%`'#?M'?L\^&_VH_A)J?@[Q3:F?3M0 M7='*F!-93#.R>,G[KJ3]""0<@D5^&_[8W[%7C']B[XAOI'B*V>YTFZ=O[+UF M&,_9=10=,'^"0#[T9.1VR,$_T`U@_$OX7>'?C)X.N_#WBG1['7=&OAB:UNXP MZ-Z,.ZL.S`@CL17OY)GU7`2Y6N:#W7ZKS_,_-^/_``ZPG$E)5(OV>(BK1G;1 MK^67==GNNE]4_P";VMWX=_%#Q+\(O$"ZMX5U_5_#NI)_R\:?=/;NP]&VD;A[ M'(K]"_VH?^"!US'=7.J?"37XG@8EQHFM2%63_9BN`#D>@D`]V-?%GQ1_8<^+ M_P`&KB1/$'P[\46T4;%3C^YG\JY MQP3Q!DE;FKT)+E>DX7.-7GT MR7AM/LRMC9D>ABA"JP_WLUYW\/OAYK?Q4\86'A[PWI5YK.LZE((K:TM8]\DA M]?0*.I8X`')(K[#_`&=_^"&7Q/\`B7=6]WXWNK#P%I#$,\;.MYJ#KZ+&AV(? M]]\C^Z:_2G]E/]B+X??L=>'6M/"&D`:A%W$6?XA8K.I3IT^LJC;FUV47JO65DO/8 M\U_X)H_\$Y-/_8K\%R:MK1MM3^(6N0A;^Z3YHM/BX/V6$GL#@L_\1`[`5]34 M45^;XO%U<35=:L[MG]4Y-DV$RK!PP."ARP@M%W[MOJWNV%%%%