SEC Company Response from Pluri Inc. (PLUR) (CIK 0001158780) (PLUR) — Mar 31, 2011
Pluri Inc. (PLUR) (CIK 0001158780)
Date: March 31, 2011 · CIK: 0001158780 · Accession: 0001178913-11-001002
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-31392
Referenced dates: March 10, 2011
Letter
Via Edgar and Fax United States Securities and Exchange Commission Pluristem Therapeutics Inc. Form 10-K for the Fiscal Year Ended June 30, 2010 Filed September 21, 2010 (the “Filing”) File No. 001-31392
Dear Mr. Rosenberg:
This letter responds to the letter dated March 10, 2011 (the “Comment Letter”) containing comments from the staff of the Division of Corporation Finance of the Securities and Exchange Commission resulting from the staff’s review of the Filing of Pluristem Therapeutics Inc. (“Pluristem” or the “Company”) identified above. Our responses are set out below following the text of the Comment Letter to which each response relates. Unless the context otherwise requires, references in this letter to “we,” “us,” and “our” refer to Pluristem Therapeutics Inc. as required by the context.
Intellectual Property, page 7
1.
Please provide proposed draft disclosure for inclusion in future filings detailing additional information about your material patents including the number of pending and issued patents you own and the range of expiration dates for the patents.
Response:
We propose to include the following discussion in future filings, as applicable, subject to updates after the date hereof:
Our intellectual property portfolio is focused on developing a three-dimensional model of the human cell expansion process, mimicking the natural environment of their expansion in the human body. We understand that our success will depend on maintaining our intellectual property superiority over competition and therefore we are committed to protecting our technology and product candidates via patents and other methods described below.
United States Securities and Exchange Commission
Page 2
March 31, 2011
As of today, Pluristem is the full owner of 15 granted patents and of 60 pending patent applications in the U.S. and Europe as well as in additional countries worldwide, including in the Far East and South America.
Based on the well established understanding that the characteristics and therapeutic potential of a cell product are largely determined by the source of the cells and by the methods and conditions used during their manufacturing process, our portfolio includes multilayered claims on the various unique aspects of Adherent Stromal Cells, or ASCs.
Our portfolio includes claims on:
·
Our propriety 3D Stromal Cells expansion method;
·
Composition of matter claims on the cells;
·
The therapeutic use of PLX cells for the treatment of a large variety of medical conditions; and
·
Selection criteria for determination of cells suitable for administration.
Through our experience with ASC-based product development, we have developed expertise and know-how in this field. We have built the ability to manufacture clinical grade ASCs in-house. Most aspects of the technology are covered by patents and patent applications. In addition, specific aspects are kept as know-how, protected by Pluristem’s confidentiality agreement policies with our employees, consultants, contractors, manufacturers and advisors. These agreements generally provide for protection of confidential information, restrictions on the use of materials and assignment of inventions conceived during the course of performance of services for us.
Pluristem is the full and sole owner of its intellectual property and we have no obligations to pay royalties to any third party, except for royalties to the Israeli Office of Chief Scientist, or the OCS (see note 6D in our audited consolidated financial statements for fiscal 2010 included elsewhere in this Form 10-K).
The intellectual property coverage of Pluristem’s technology and biologic drug candidates is multilayered and relies on multiple patents in combination. The following table provides a description of our key patents and patent applications and is not intended to represent an assessment of claims limitations or scope. The expiration dates of these patents, based on filing dates, range from 2019 to 2026. Actual expiration dates will be determined according to extensions received based on the Hatch-Waxman Act.
Patent
Jurisdiction
Subject Matter
Related Product(s)
Method And Apparatus For Maintenance And Expansion Of Hemopoietic Stem Cells And/Or Progenitor Cells
United States
Japan, Europe, Mexico, Australia, South Africa, Israel, Russia, New Zealand, India, China Hong Kong, Canada
Process and methods
PLX
Methods for Cell Expansion and Uses of Cells and Conditioned Media Produced Thereby for Therapy
United States
Japan, Europe, Mexico, Australia, South Africa, Israel, Russia, New Zealand, India, China Hong Kong, Canada, Brazil, Korea, Singapore
Process and methods, Composition of matter, Method of treating
PLX
Adherent Cells from Adipose or Placenta Tissues and Use Thereof in Therapy
United States
Japan, Europe, Mexico, Australia, South Africa, Israel, Russia, New Zealand, India, China Hong Kong, Canada, Brazil, Korea, Singapore
Composition of matter, Method of treating
PLX
United States Securities and Exchange Commission
Page 3
March 31, 2011
Business Experience, page 27
2.
Please provide proposed draft disclosure for inclusion in future filings discussing the specific experience, qualifications, attributes or skills that led to the conclusion that each director should serve on your company’s board, as required by Item 401(e)(1) of Regulation S-K.
Response:
We propose to include the following discussion in future filings, as applicable, subject to updates after the date hereof:
The following is a summary of the education and business experience of each director during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which they were employed. In addition, following each such summary are the reasons why we concluded that each director should serve on our Board of Directors.
Zami Aberman
Mr. Aberman became our Chief Executive Officer and President in September 2005 and a director of the Company in November 2005. Mr. Aberman has served as our Chairman of the Board since April 2006, and between May 2007 and February 2009 he was Co-Chairman with Mr. Mark Germain. He has 25 years of experience in marketing and management in the high technology industry. Mr. Aberman has held positions of Chief Executive Officer and Chairman in Israel, the United States, Europe, Japan and Korea. He has operated within high-tech global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design and robotics. Mr. Aberman serves as the Chairman of Rose Hitech Ltd., a private investment company. He has served in the past as the Chairman of VLScom Ltd., a private company specializing in video compression for HDTV and video over IP and as a director of Ori Software Ltd., a company involved in data management. Prior to that, Mr. Aberman served as the President and CEO of Elbit Vision System Ltd. (EVSNF.OB), a company engaged in automatic optical inspection. Prior to his service with the Company, Mr. Aberman has served as President and CEO of Netect Ltd., specializing in the field of internet security software and was the Co-Founder, President and CEO of Associative Computing Ltd., which developed an associative parallel processor for real-time video processing. He has also served as Chairman of Display Inspection Systems Inc., specializing in laser based inspection machines and as President and CEO of Robomatix Technologies Ltd. In 1992, Mr. Aberman was awarded the Rothschild Prize for excellence in his field from the President of the State of Israel. Mr. Aberman holds a B.Sc. in Mechanical Engineering from Ben Gurion University in Israel.
We believe that Mr. Aberman’s qualifications to sit on our Board of Directors include his years of experience in the financial markets in Israel and globally, as well as his experience in serving as the CEO of publicly traded entities.
United States Securities and Exchange Commission
Page 4
March 31, 2011
Nachum Rosman
Mr. Rosman became a director of the Company in October 2007. In 1999, Mr. Rosman founded Talecity Ltd., a movie production company, and has since been serving as its Chief Financial Officer. In addition he provides management and consulting services to startup companies in the financial, organizational and human resource aspects of their operations. Mr. Rosman also serves as a director at several privately held companies. Throughout his career, Mr. Rosman held Chief Executive Officer and Chief Financial Officer positions in Israel, the United States and England. In these positions he was responsible, among other things, for finance management, fund raising, acquisitions and technology sales.
Mr. Rosman holds a B.Sc. in Management Engineering and an M.Sc. in Operations Research from the Technion, Haifa, Israel. Mr. Rosman also participated in a Ph.D. program in Investments and Financing at the Tel Aviv University, Israel.
We believe that Mr. Rosman’s qualifications to sit on our Board of Directors include his years of experience in the high-tech industry, as well as his knowledge and familiarity with corporate finance.
Doron Shorrer
Mr. Shorrer became a director of the Company in October 2003. Mr. Shorrer also serves as a director of other companies: AIG Israel Insurance Company Ltd., Omer Insurance Mutual Fund, Massad Bank, Provident Fund of employees of the Israel Electric Company Ltd., Gold Bond Logistic Group and B. Yair - a construction company, the last two companies that are trading at the Tel-Aviv Stock Exchange. Between 2002 and 2004 he was Chairman of the Boards of Phoenix Insurance Company, one of the largest insurance companies in Israel, and of Mivtachim Pension Benefit Group, the largest pension fund in Israel. Prior to serving in these positions, Mr. Shorrer held senior positions that included Arbitrator at the Claims Resolution Tribunal for Dormant Accounts in Switzerland; Economic and Financial Advisor, Commissioner of Insurance and Capital Markets for the State of Israel; Member of the board of directors of “Nechasim” of the State of Israel; Member Committee for the Examination of Structural Changes in the Capital Market (The Brodet Committee); General Director of the Ministry of Transport; Co-Founder and director of an accounting firm with offices in Jerusalem, Tel-Aviv and Haifa; Member of the Lecture Staff of the Amal School Chain; Chairman of a Public Committee for Telecommunications; and Economic Consultant to the Ministry of Energy. Among many areas of expertise, Mr. Shorrer formulates, implements and administers business planning in the private and institutional sector in addition to consulting on economic, accounting and taxation issues to a large audience ranging from private concerns to government ministries. Mr. Shorrer holds a B.A. in Economics and Accounting and an M.A. in Business Administration (specialization in finance and banking) from the Hebrew University of Jerusalem and is a Certified Public Accountant (ISR).
We believe that Mr Shorrer’s qualifications to sit on our Board of Directors include his years of experience in the high-tech industry, his vast skill and expertise in accounting and economics, as well as his knowledge and familiarity with corporate finance.
United States Securities and Exchange Commission
Page 5
March 31, 2011
Hava Meretzki
Ms. Meretzki became a director of the Company in October 2003. Ms. Meretzki is an attorney and since 2009 has been a partner in the law firm of Meretzki - Tavor in Haifa, Israel. Ms. Meretzki specializes in civil, trade and labor law and is presently Vice-Chairman for the National Council of the Israel Bar Association. In addition, Ms. Meretzki was nominated to be a member of the committee that nominates legal advisers for Israeli governmental companies.
Ms. Meretzki received a Bachelors Degree in Law from the Hebrew University in 1991 and was admitted to the Israel Bar Association in 1993.
We believe that Ms. Meretzki’s qualifications to sit on our Board of Directors include her years of experience with legal and corporate governance matters.
Isaac Braun
Mr. Braun became a director of the Company in July 2005. Mr. Braun is a business veteran with entrepreneurial, industrial and manufacturing experience. He is a co-founder and has been a board member of several hi-tech start-ups in the areas of e-commerce, security, messaging, search engines and biotechnology. Mr. Braun is involved with advising private companies on raising capital and business development.
We believe that Mr. Braun’s qualifications to sit on our Board of Directors include his years of experience in the high-tech industry, as well as his knowledge and familiarity with corporate finance.
Israel Ben-Yoram
Mr. Ben-Yoram became a director of the Company in January 2005. He has been a director and partner in the accounting firm of Mor, Ben-Yoram and Partners in Israel since 1985. In addition, since 1992, Mr. Ben-Yoram has been a shareholder and has served as the head director of Mor, Ben-Yoram Ltd., a private company in Israel in parallel to the operation of Mor, Ben-Yoram and Partners. This company provides management services, economic consulting services and other professional services to businesses. Furthermore, Mr. Ben-Yoram is the CEO of Eshed Dash Ltd. and Zonbit Ltd. During 2003-2004 Mr. Ben-Yoram served as a director of Brainstorm Cell Therapeutics Inc. (BCLI) and Smart Energy solutions, Inc. (SMGY), both of which were traded on the NASDAQ.
Mr. Ben-Yoram received a B.A. in accounting from the University of Tel Aviv, an M.A. in Economics from the Hebrew University of Jerusalem, an LL.B. and an MBA from Tel Aviv University and an LL.M. from Bar Ilan University. In addition, Mr. Ben-Yoram is qualified in arbitration and in mediation.
We believe that Mr. Ben-Yoram’s qualifications to sit on our Board of Directors include his years of experience in the high-tech industry, his experience serving as a director of NASDAQ companies, as well as his knowledge and familiarity with corporate finance and accounting.
Mark Germain
Mr. Germain became a director of the Company in May 2007. Between May 2007 and February 2009, Mr. Germain served as Co-Chairman of our Board. For more than five years, Mr. Germain has been a merchant banker serving primarily the biotech and life sciences industries. He has been involved as a founder, director, chairman of the board of, and/or investor in, over twenty companies in the biotech field, and assisted many of them in arranging corporate partnerships, acquiring technology, entering into mergers and acquisitions, and executing financings and going public transactions. He graduated from New York University School of Law in 1975, Order of the Coif, and was a partner in a New York law firm practicing corporate and securities law before leaving in 1986. Since then, and until he entered the biotech field in 1991, he served in senior executive capacities, including as president of a public company, which was sold in 1991. In addition to being Co-Chairman of the Company, Mr. Germain is a director of the following publicly traded companies: Stem Cell Innovations, Inc., ChromaDex, Inc., Omnimmune Corp. and Collexis Holdings, Inc. He is also a co-founder and director of a number of private companies in the biotechnology field.
We believe that Mr. Germain’s qualifications to sit on our Board of Directors include his years of experience in the biotech industry, his experience serving as a director of public companies, as well as his knowledge and familiarity with corporate finance.
United States Securities and Exchange Commission
Page 6
March 31, 2011
Shai Pines
Mr. Pines became a director of the Comp
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filename1.htm
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March 31, 2011
Via Edgar and Fax
Jim B. Rosenberg
Senior Assistant Chief Accountant
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re:
Pluristem Therapeutics Inc.
Form 10-K for the Fiscal Year Ended June 30, 2010
Filed September 21, 2010 (the “Filing”)
File No. 001-31392
Dear Mr. Rosenberg:
This letter responds to the letter dated March 10, 2011 (the “Comment Letter”) containing comments from the staff of the Division of Corporation Finance of the Securities and Exchange Commission resulting from the staff’s review of the Filing of Pluristem Therapeutics Inc. (“Pluristem” or the “Company”) identified above. Our responses are set out below following the text of the Comment Letter to which each response relates. Unless the context otherwise requires, references in this letter to “we,” “us,” and “our” refer to Pluristem Therapeutics Inc. as required by the context.
Intellectual Property, page 7
1.
Please provide proposed draft disclosure for inclusion in future filings detailing additional information about your material patents including the number of pending and issued patents you own and the range of expiration dates for the patents.
Response:
We propose to include the following discussion in future filings, as applicable, subject to updates after the date hereof:
Our intellectual property portfolio is focused on developing a three-dimensional model of the human cell expansion process, mimicking the natural environment of their expansion in the human body. We understand that our success will depend on maintaining our intellectual property superiority over competition and therefore we are committed to protecting our technology and product candidates via patents and other methods described below.
United States Securities and Exchange Commission
Page 2
March 31, 2011
As of today, Pluristem is the full owner of 15 granted patents and of 60 pending patent applications in the U.S. and Europe as well as in additional countries worldwide, including in the Far East and South America.
Based on the well established understanding that the characteristics and therapeutic potential of a cell product are largely determined by the source of the cells and by the methods and conditions used during their manufacturing process, our portfolio includes multilayered claims on the various unique aspects of Adherent Stromal Cells, or ASCs.
Our portfolio includes claims on:
·
Our propriety 3D Stromal Cells expansion method;
·
Composition of matter claims on the cells;
·
The therapeutic use of PLX cells for the treatment of a large variety of medical conditions; and
·
Selection criteria for determination of cells suitable for administration.
Through our experience with ASC-based product development, we have developed expertise and know-how in this field. We have built the ability to manufacture clinical grade ASCs in-house. Most aspects of the technology are covered by patents and patent applications. In addition, specific aspects are kept as know-how, protected by Pluristem’s confidentiality agreement policies with our employees, consultants, contractors, manufacturers and advisors. These agreements generally provide for protection of confidential information, restrictions on the use of materials and assignment of inventions conceived during the course of performance of services for us.
Pluristem is the full and sole owner of its intellectual property and we have no obligations to pay royalties to any third party, except for royalties to the Israeli Office of Chief Scientist, or the OCS (see note 6D in our audited consolidated financial statements for fiscal 2010 included elsewhere in this Form 10-K).
The intellectual property coverage of Pluristem’s technology and biologic drug candidates is multilayered and relies on multiple patents in combination. The following table provides a description of our key patents and patent applications and is not intended to represent an assessment of claims limitations or scope. The expiration dates of these patents, based on filing dates, range from 2019 to 2026. Actual expiration dates will be determined according to extensions received based on the Hatch-Waxman Act.
Patent
Jurisdiction
Subject Matter
Related Product(s)
Method And Apparatus For Maintenance And Expansion Of Hemopoietic Stem Cells And/Or Progenitor Cells
United States
Japan, Europe, Mexico, Australia, South Africa, Israel, Russia, New Zealand, India, China Hong Kong, Canada
Process and methods
PLX
Methods for Cell Expansion and Uses of Cells and Conditioned Media Produced Thereby for Therapy
United States
Japan, Europe, Mexico, Australia, South Africa, Israel, Russia, New Zealand, India, China Hong Kong, Canada, Brazil, Korea, Singapore
Process and methods, Composition of matter, Method of treating
PLX
Adherent Cells from Adipose or Placenta Tissues and Use Thereof in Therapy
United States
Japan, Europe, Mexico, Australia, South Africa, Israel, Russia, New Zealand, India, China Hong Kong, Canada, Brazil, Korea, Singapore
Composition of matter, Method of treating
PLX
United States Securities and Exchange Commission
Page 3
March 31, 2011
Business Experience, page 27
2.
Please provide proposed draft disclosure for inclusion in future filings discussing the specific experience, qualifications, attributes or skills that led to the conclusion that each director should serve on your company’s board, as required by Item 401(e)(1) of Regulation S-K.
Response:
We propose to include the following discussion in future filings, as applicable, subject to updates after the date hereof:
The following is a summary of the education and business experience of each director during at least the past five years, indicating each person’s principal occupation during the period, and the name and principal business of the organization by which they were employed. In addition, following each such summary are the reasons why we concluded that each director should serve on our Board of Directors.
Zami Aberman
Mr. Aberman became our Chief Executive Officer and President in September 2005 and a director of the Company in November 2005. Mr. Aberman has served as our Chairman of the Board since April 2006, and between May 2007 and February 2009 he was Co-Chairman with Mr. Mark Germain. He has 25 years of experience in marketing and management in the high technology industry. Mr. Aberman has held positions of Chief Executive Officer and Chairman in Israel, the United States, Europe, Japan and Korea. He has operated within high-tech global companies in the fields of automatic optical inspection, network security, video over IP, software, chip design and robotics. Mr. Aberman serves as the Chairman of Rose Hitech Ltd., a private investment company. He has served in the past as the Chairman of VLScom Ltd., a private company specializing in video compression for HDTV and video over IP and as a director of Ori Software Ltd., a company involved in data management. Prior to that, Mr. Aberman served as the President and CEO of Elbit Vision System Ltd. (EVSNF.OB), a company engaged in automatic optical inspection. Prior to his service with the Company, Mr. Aberman has served as President and CEO of Netect Ltd., specializing in the field of internet security software and was the Co-Founder, President and CEO of Associative Computing Ltd., which developed an associative parallel processor for real-time video processing. He has also served as Chairman of Display Inspection Systems Inc., specializing in laser based inspection machines and as President and CEO of Robomatix Technologies Ltd. In 1992, Mr. Aberman was awarded the Rothschild Prize for excellence in his field from the President of the State of Israel. Mr. Aberman holds a B.Sc. in Mechanical Engineering from Ben Gurion University in Israel.
We believe that Mr. Aberman’s qualifications to sit on our Board of Directors include his years of experience in the financial markets in Israel and globally, as well as his experience in serving as the CEO of publicly traded entities.
United States Securities and Exchange Commission
Page 4
March 31, 2011
Nachum Rosman
Mr. Rosman became a director of the Company in October 2007. In 1999, Mr. Rosman founded Talecity Ltd., a movie production company, and has since been serving as its Chief Financial Officer. In addition he provides management and consulting services to startup companies in the financial, organizational and human resource aspects of their operations. Mr. Rosman also serves as a director at several privately held companies. Throughout his career, Mr. Rosman held Chief Executive Officer and Chief Financial Officer positions in Israel, the United States and England. In these positions he was responsible, among other things, for finance management, fund raising, acquisitions and technology sales.
Mr. Rosman holds a B.Sc. in Management Engineering and an M.Sc. in Operations Research from the Technion, Haifa, Israel. Mr. Rosman also participated in a Ph.D. program in Investments and Financing at the Tel Aviv University, Israel.
We believe that Mr. Rosman’s qualifications to sit on our Board of Directors include his years of experience in the high-tech industry, as well as his knowledge and familiarity with corporate finance.
Doron Shorrer
Mr. Shorrer became a director of the Company in October 2003. Mr. Shorrer also serves as a director of other companies: AIG Israel Insurance Company Ltd., Omer Insurance Mutual Fund, Massad Bank, Provident Fund of employees of the Israel Electric Company Ltd., Gold Bond Logistic Group and B. Yair - a construction company, the last two companies that are trading at the Tel-Aviv Stock Exchange. Between 2002 and 2004 he was Chairman of the Boards of Phoenix Insurance Company, one of the largest insurance companies in Israel, and of Mivtachim Pension Benefit Group, the largest pension fund in Israel. Prior to serving in these positions, Mr. Shorrer held senior positions that included Arbitrator at the Claims Resolution Tribunal for Dormant Accounts in Switzerland; Economic and Financial Advisor, Commissioner of Insurance and Capital Markets for the State of Israel; Member of the board of directors of “Nechasim” of the State of Israel; Member Committee for the Examination of Structural Changes in the Capital Market (The Brodet Committee); General Director of the Ministry of Transport; Co-Founder and director of an accounting firm with offices in Jerusalem, Tel-Aviv and Haifa; Member of the Lecture Staff of the Amal School Chain; Chairman of a Public Committee for Telecommunications; and Economic Consultant to the Ministry of Energy. Among many areas of expertise, Mr. Shorrer formulates, implements and administers business planning in the private and institutional sector in addition to consulting on economic, accounting and taxation issues to a large audience ranging from private concerns to government ministries. Mr. Shorrer holds a B.A. in Economics and Accounting and an M.A. in Business Administration (specialization in finance and banking) from the Hebrew University of Jerusalem and is a Certified Public Accountant (ISR).
We believe that Mr Shorrer’s qualifications to sit on our Board of Directors include his years of experience in the high-tech industry, his vast skill and expertise in accounting and economics, as well as his knowledge and familiarity with corporate finance.
United States Securities and Exchange Commission
Page 5
March 31, 2011
Hava Meretzki
Ms. Meretzki became a director of the Company in October 2003. Ms. Meretzki is an attorney and since 2009 has been a partner in the law firm of Meretzki - Tavor in Haifa, Israel. Ms. Meretzki specializes in civil, trade and labor law and is presently Vice-Chairman for the National Council of the Israel Bar Association. In addition, Ms. Meretzki was nominated to be a member of the committee that nominates legal advisers for Israeli governmental companies.
Ms. Meretzki received a Bachelors Degree in Law from the Hebrew University in 1991 and was admitted to the Israel Bar Association in 1993.
We believe that Ms. Meretzki’s qualifications to sit on our Board of Directors include her years of experience with legal and corporate governance matters.
Isaac Braun
Mr. Braun became a director of the Company in July 2005. Mr. Braun is a business veteran with entrepreneurial, industrial and manufacturing experience. He is a co-founder and has been a board member of several hi-tech start-ups in the areas of e-commerce, security, messaging, search engines and biotechnology. Mr. Braun is involved with advising private companies on raising capital and business development.
We believe that Mr. Braun’s qualifications to sit on our Board of Directors include his years of experience in the high-tech industry, as well as his knowledge and familiarity with corporate finance.
Israel Ben-Yoram
Mr. Ben-Yoram became a director of the Company in January 2005. He has been a director and partner in the accounting firm of Mor, Ben-Yoram and Partners in Israel since 1985. In addition, since 1992, Mr. Ben-Yoram has been a shareholder and has served as the head director of Mor, Ben-Yoram Ltd., a private company in Israel in parallel to the operation of Mor, Ben-Yoram and Partners. This company provides management services, economic consulting services and other professional services to businesses. Furthermore, Mr. Ben-Yoram is the CEO of Eshed Dash Ltd. and Zonbit Ltd. During 2003-2004 Mr. Ben-Yoram served as a director of Brainstorm Cell Therapeutics Inc. (BCLI) and Smart Energy solutions, Inc. (SMGY), both of which were traded on the NASDAQ.
Mr. Ben-Yoram received a B.A. in accounting from the University of Tel Aviv, an M.A. in Economics from the Hebrew University of Jerusalem, an LL.B. and an MBA from Tel Aviv University and an LL.M. from Bar Ilan University. In addition, Mr. Ben-Yoram is qualified in arbitration and in mediation.
We believe that Mr. Ben-Yoram’s qualifications to sit on our Board of Directors include his years of experience in the high-tech industry, his experience serving as a director of NASDAQ companies, as well as his knowledge and familiarity with corporate finance and accounting.
Mark Germain
Mr. Germain became a director of the Company in May 2007. Between May 2007 and February 2009, Mr. Germain served as Co-Chairman of our Board. For more than five years, Mr. Germain has been a merchant banker serving primarily the biotech and life sciences industries. He has been involved as a founder, director, chairman of the board of, and/or investor in, over twenty companies in the biotech field, and assisted many of them in arranging corporate partnerships, acquiring technology, entering into mergers and acquisitions, and executing financings and going public transactions. He graduated from New York University School of Law in 1975, Order of the Coif, and was a partner in a New York law firm practicing corporate and securities law before leaving in 1986. Since then, and until he entered the biotech field in 1991, he served in senior executive capacities, including as president of a public company, which was sold in 1991. In addition to being Co-Chairman of the Company, Mr. Germain is a director of the following publicly traded companies: Stem Cell Innovations, Inc., ChromaDex, Inc., Omnimmune Corp. and Collexis Holdings, Inc. He is also a co-founder and director of a number of private companies in the biotechnology field.
We believe that Mr. Germain’s qualifications to sit on our Board of Directors include his years of experience in the biotech industry, his experience serving as a director of public companies, as well as his knowledge and familiarity with corporate finance.
United States Securities and Exchange Commission
Page 6
March 31, 2011
Shai Pines
Mr. Pines became a director of the Comp