UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____________________
FORM
8-K
_____________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 7, 2009
_____________________
ORAMED
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State
or other jurisdiction
of
incorporation)
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000-50298
(Commission
File Number)
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98-0376008
(IRS
Employer
Identification
No.)
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Hi-Tech
Park 2/5 Givat Ram
PO
Box 39098
Jerusalem,
Israel 91390
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 972-2-566-0001
_____________________
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
[
] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
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On
February 17, 2006, Oramed Pharmaceuticals, Inc. (the “Company”) under its former
name, Integrated Security Technologies, Inc.) entered into an Agreement (the
“First Agreement”) with Hadasit Medical Research Services and Development Ltd.
(“Hadasit”), which was disclosed on a Form 8-K filed on February 17, 2006. Among
other things, the First Agreement provided that Hadasit would sell certain
patents (the “Acquired Patents”) to the Company. In connection
with such acquisition, the Company agreed to enter into clinical
trials of the Acquired Patents and to arrange financing for the
Company. The First Agreement contemplated a “closing” conditioned
upon completion of the clinical trials.
On
January 7, 2009, the Company entered into an agreement with Hadasit (the
“Agreement”) to provide for the closing referenced in the First
Agreement.
In this
Agreement, Hadasit confirms that it has conveyed, transferred and assigned all
of its ownership rights in the Acquired Patents and certain other patents filed
by the Company after the First Agreement as a result of the collaboration
between the Company and Hadasit (the “Additional Patents”). Hadasit
further acknowledges that the 4,141,532 shares of common stock issued to Hadasit
by the Company in connection with the First Agreement constitute complete
compensation for the Acquired Patents and the Additional Patents.
The
parties agreed that the Company shall control all prosecution, defense,
enforcement and maintenance of the patents and bear all related
costs. The Agreement provides that should the Company not incur such
costs for any reason, then the Acquired Patents and Additional Patents shall be
deemed to be assigned back to Hadasit. Further, the Agreement
provides that if it is discovered that Dr. Miriam Kidron is not the sole
inventor of the Acquired Patents and the Additional Patents and any of them are
subject to a claim by an employee of Hadassah Medical Organization, any payments
that must be paid in connection with such discovery will be paid solely by Dr.
Kidron, and such payment may be made in shares of the Company. The
Agreement will remain in effect until the expiration of the last to expire of
the Acquired Patents and the Additional Patents.
The
Company agrees to indemnify Hadasit, Hadassah Medical Organization and their
respective affiliates against losses arising out of the production,
manufacture, sale, use, lease or promotion of any product process or service
relating to or developed based on the Acquired Patents or the Additional
Patents.
The
Agreement is being furnished as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The description of the Agreement is
qualified in its entirety by reference to such document.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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10.1
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Agreement,
dated January 7, 2009, by and between Oramed Pharmaceuticals, Inc. and
Hadasit Medical Research Services and Development
Ltd.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ORAMED PHARMACEUTICALS
INC.
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Dated:
January 7, 2009
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By:
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/s/
Nadav Kidron
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Nadav
Kidron
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President,
CEO and
Director
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