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Item 3. Legal Proceedings

2021-02-25 compared with 2020-02-27 · 37 added, 31 removed, 51 unchanged (57% of the section changed)

LEGAL PROCEEDINGS

In February 2019, a civil claim was filed in the District Court in Haifa, Israel (the "Court"), by Ofir Paz ("Paz"), a former member of our Board of Directors, and EES Investments Ltd., a company wholly owned by Paz (together with Paz, "Plaintiff") against us and Prof.

Yoram Palti ("Respondents").

Based on Plaintiff's recent motions described below, Plaintiff claims that he is entitled to approximately 1,200,000 ordinary shares (as adjusted for share capital splits since 2003).

In May 2019, we filed a motion to dismiss the claim that is still pending.

Plaintiff has also filed motions in September and December 2019 to add Asaf Danziger as a Respondent and change the basis of his claims from breach of contract to wrongful deregistration.

These motions are pending.

We believe that the complaint is without merit and plan to defend against this claim vigorously.

We have not accrued any amounts in respect of these claims, as we believe liability is not probable and the amount of any potential liability cannot be reasonably estimated.

In addition, from time to time, we are involved in claims, proceedings, and litigation arising in the ordinary course of business.

We do not believe these matters, even if adversely adjudicated or settled, would have a material adverse effect on our financial condition, results of operations or cash flows.

From time to time, we are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business.

Litigation is inherently uncertain.

Accordingly, we cannot predict with certainty the outcome of these matters.

After considering a number of factors, including (but not limited to) the views of legal counsel, the nature of contingencies to which the Company is subject and prior experience, management believes that the ultimate disposition of these legal actions will not materially affect its consolidated financial position or results of operations.

MINE SAFETY DISCLOSURES

5 unchanged sentences

William Doyle 58 Executive Chairman

Michael Ambrogi 56 Chief Operating Officer

Ely Benaim 60 Chief Medical Officer

Wilhelmus Groenhuysen 62 Chief Financial Officer

Ashley Cordova 42 Chief Financial Officer

Wilhelmus Groenhuysen 63 Chief Operating Officer

Francis Leonard 41 Chief Development Officer

Todd Longsworth 46 General Counsel

5 unchanged sentences

in material engineering from Ben Gurion University of the Negev, Israel.

William Doyle has served as our Executive Chairman since 2016, as Chairman of the Board since 2009 and has been a director of NovoCure since 2004.

Doyle has served as a director of Optinose, Inc., a commercial-stage specialty pharmaceuticals company, since 2004 and Minerva Neurosciences, Inc., a clinical-stage biopharmaceutical company, since 2017.

Doyle has also been the managing director of WFD Ventures LLC, a

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private venture capital firm he co-founded, since 2002 and was formerly a member of the investment team at Pershing Square Capital Management L.P., a private investment firm.

William Doyle has served as our Executive Chairman since 2016, as Chairman of the Board since 2009 and as a member of our Board of Directors since 2004.

Doyle has been the managing director of WFD Ventures LLC, a private venture capital firm he co-founded, since 2002.

Prior to 2002, Mr.

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While at Johnson & Johnson, Mr.

Doyle was also chairman of the Medical Devices Research and Development Council, Worldwide president of Biosense-Webster, Inc.

Doyle was also chairman of the Medical Devices Research and Development Council, and Worldwide president of Biosense-Webster, Inc.

and a member of the board of directors of Cordis Corporation and Johnson & Johnson Development Corporation, Johnson & Johnson’s venture capital subsidiary.

Earlier in his career, Mr.

Doyle was a management consultant in the healthcare group of McKinsey & Company.

Doyle is also a member of the Governing Board of the Pershing Square Sohn Cancer Research Alliance.

From 2014 to 2016 he was a member of the investment team at Pershing Square Capital Management L.P., a private investment firm.

Doyle has been a director of Elanco Animal Health, Inc.

since 2020 and director of Minerva Neurosciences, Inc.

Doyle previously served as a director of Optinose, Inc., a commercial-stage specialty pharmaceuticals company, from 2004 to 2020.

Doyle holds an S.B.

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Doyle serves on Harvard Business School’s Board of Dean’s Advisors and MIT’s Institute of Medical Engineering & Science Visiting Committee.

Michael Ambrogi has been our Chief Operating Officer since 2010 and previously served as our U.S.

General Manager from 2006 to 2010.

Ambrogi has overall responsibility for our ongoing operations, engineering, manufacturing, service and human resources activities worldwide.

From 1991 to 2006, Mr.

Ambrogi worked for Deka Research and Development Corporation, inventor Dean Kamen’s research and development firm, last serving as general manager.

Ambrogi led Deka’s teams on many products including the Baxter HomeChoice peritoneal dialysis machine, the Davol Hydroflex surgical irrigation device, the Cordis Crowne Stent and the J&J IBOT 3000 mobility system.

Earlier in his career, from 1988 to 1990, Mr.

Ambrogi was a consultant with McKinsey & Company, a global management consultant firm.

Ambrogi holds a S.B.

in mechanical engineering from MIT.

Ely Benaim has been our Chief Medical Officer since 2019.

5 unchanged sentences

Benaim received his M.D.

from the Universidad Central de Venazuela, Caracas, and completed his pediatric residency training at the University of South Florida.

from the Universidad Central de Venazuela, Caracas, and completed his pediatric

residency training at the University of South Florida.

Benaim completed fellowships in pediatric oncology and bone marrow transplantation at St.

Jude's Children's Research Hospital.

Wilhelmus Groenhuysen has been our Chief Financial Officer since 2012.

Ashley Cordova has been our Chief Financial Officer since September 2020.

From October 2018 to August 2020, Ms.

Cordova served as our Senior Vice President, Finance and Investor Relations.

Cordova joined us in June 2014 as Director of Global Treasury.

In March 2015, she became our Senior Director, Investor Relations and Global Treasury, and in July 2016, she became our Vice President, Finance and Investor Relations.

Prior to joining us, Ms.

Cordova served in various financial roles at Zoetis Inc.

from 2012 to 2014 and Pfizer Inc.

from 2005 to 2012.

Cordova graduated with a bachelor’s degree in Music and Business from Furman University, and earned her International Master of Business Administration from the University of South Carolina.

Wilhelmus Groenhuysen has been our Chief Operations Officer since September 2020 and prior to that was our Chief Financial Officer since 2012.

He has served on the Board of Optinose Inc., a commercial-stage specialty pharmaceuticals company, since October 2017.

5 unchanged sentences

Groenhuysen holds a Master’s Degree in Business Economics from VU University Amsterdam and graduated as a Registered Public Controller at VU University Amsterdam.

Frank Leonard has been our Chief Development Officer since September 2020.

Leonard joined Novocure in 2010, and most recently served as the Senior Vice President for Corporate Strategy and Health Policy.

Prior to joining Novocure, Mr.

Leonard was a venture capital investor focused on high-impact medical technologies.

Leonard holds an A.B.

from Harvard and an M.A.

from the London School of Economics and Political Science.

Todd Longsworth joined Novocure in 2012 and serves as General Counsel.

9 unchanged sentences

He holds a Doctor of Pharmacy from the University of Maryland and a master’s degree in Strategic Communication and Leadership from Seton Hall University.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings