Exhibit
4.1


 


**Confidential
portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities
and Exchange Commission (the “Commission”)**


 


AMENDED
AND RESTATED


LICENSE
AGREEMENT


 


This
Amended and Restated License Agreement (“Agreement”) is made in Jerusalem on this 2nd day of April
2015 (the “Effective Date”), by and between:


 


YISSUM
RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram,
Jerusalem 91390, Israel (“Yissum”) of the first part; and


 


NANO
DIMENSION TECHNOLOGIES LTD. (formerly, Hyrax Technologies Ltd.) of Golda Meir 3, Park HaMada, Nes Tziona (the “Company”),
of the second part;


 


(each
of Yissum and the Company, a “Party”, and collectively the “Parties”)


 


	WHEREAS:	Yissum
                                         and the Company entered into a license agreement dated September 16, 2014 (the “License
                                         Agreement” and "Original Effective Date", respectively), pursuant
                                         to which Yissum granted the Company an exclusive license to use the Licensed Technology
                                         (as such terms are defined in the License Agreement), all in accordance with and subject
                                         to the terms of the License Agreement; and
	 	 
	WHEREAS	the
                                         Parties now desire to amend and restate the License Agreement all as be set forth in
                                         this Amended and Restated License Agreement.
	 	 
	WHEREAS:	in
                                         the course of research conducted by Prof. Shlomo Magdassi(the “Researcher”)
                                         at the University (as defined in Section 1 below), the Researcher developed certain conductive
                                         inks based on nano-silver particles ("NSP"), together with a production
                                         process for such NSP, as more fully described in the patent application[s] and patents,
                                         and know-how listed in Appendix A hereto; and
	 	 
	WHEREAS:	pursuant
                                         to the regulations of the University, the rights and title to all inventions and know-how
                                         created by scientists of the University vest solely with Yissum, including the technology
                                         developed by the Researcher as aforesaid; and
	 	 
	WHEREAS:	the
                                         Company has represented to Yissum that (i) the Company is experienced in the development
                                         of products in the Field similar to those to be based on the inventions that are the
                                         subject of this Agreement; and (ii) either by itself or through third parties, it has
                                         the financial capacity and the strategic commitment to facilitate the development, production,
                                         marketing and distribution of such products; and
	 	 
	WHEREAS:	the
                                         Company wishes to obtain a license from Yissum for the development and commercialization,
                                         in the Field, of the inventions covered by the Licensed Patents and Know-How (as defined
                                         below); and
	 	 
	WHEREAS:	Yissum
                                         agrees to grant the Company such a license, all in accordance with the terms and conditions
                                         of this Agreement.



 






     

     

    

 


NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:


 


		1.	Interpretation
                                         and Definitions



 


		1.1.	The
                                         preamble and appendices to this Agreement constitute an integral part hereof and shall
                                         be read jointly with its terms and conditions.



 


		1.2.	In
                                         this Agreement, unless otherwise required or indicated by the context, the singular shall
                                         include the plural and vice-versa, the masculine gender shall include the female
                                         gender, “including” or “includes” shall mean including, without
                                         limiting the generality of any description preceding such terms and the use of the term
                                         “or” shall mean “and/or” and any reference to the term “sale”
                                         shall include the sale, lease, rental, or other disposal of any Product.



 


		1.3.	The
                                         headings of the Sections in this Agreement are for the sake of convenience only and shall
                                         not serve in the interpretation of the Agreement.



 


		1.4.	In
                                         this Agreement, the following capitalized terms shall have the meanings appearing alongside
                                         them, unless provided otherwise:



 


		1.4.1.	“Additional
                                         Element” shall mean any equipment, substance, compound, element or any other
                                         item, capable of sale independently of a Product.



 


		1.4.2.	“Affiliate”
                                         shall mean any person, organization or other legal entity which controls, or is controlled
                                         by, or is under common control with, the Company. “Control” shall
                                         mean the holding of more than fifty percent (50%) of (i) the equity, or (ii) the voting
                                         rights, or (iii) the right to elect or appoint directors.



 


		1.4.3.	“Combination
                                         Product” shall mean a product, substance or device which includes the Product
                                         and at least one other Additional Element, where the Product and Additional Element are
                                         not priced by Company (or an Affiliate of Company) separately.



 


		1.4.4.	“Development
                                         Plan” shall mean the written plan and timetable for the development and the
                                         commercialization of Products in the PCB Field, including specific development milestones,
                                         prepared by the Company and approved by Yissum pursuant to Section 5.1 a copy of which
                                         is attached to this Agreement as Appendix B.



 


		1.4.5.	“Development
                                         Results” shall mean the results of activities carried out by the Company or
                                         by third parties at the direction or on behalf of the Company resulted from the development
                                         and commercialization of the Products, (including, without limitation pursuant to the
                                         Development Plan) or otherwise in exercising the License or the fulfillment of the Company’s
                                         obligations hereunder (including its development obligations under Section 5, below),
                                         including any invention, patent or patent application, product, material, method, discovery,
                                         composition, process, technique, know-how, data, information or other result which do
                                         not form part of the Licensed Technology, as well as any other information, data, material,
                                         results, devices and know-how arising from the performance of the Development Plan. "PCB
                                         Development Results" shall mean Development Results created pursuant to the
                                         Development Plan in the PCB Field.



 






    	 	2	 



     

    

 







		1.4.6.	“Field”
                                         shall mean the use of the Licensed Technology for any purpose whatsoever.



 


		1.4.7.	“First
                                         Commercial Sale” shall mean the first sale of a Product by the Company, an
                                         Affiliate or a Sublicensee.



 


		1.4.8.	“Know-How”
                                         shall mean any proprietary, tangible or intangible, not patent protected information,
                                         techniques, technology, practices, trade secrets, inventions, methods, processes, knowledge,
                                         ancillary materials, results, devices, or know-how (whether patentable or not) developed
                                         by the Researcher (or any other person under his supervision at the University) prior
                                         to the execution of this Agreement, solely and directly related to the subject matter
                                         claimed in the Licensed Patents, and belonging to Yissum and described generally in Appendix
                                         A.



 


		1.4.9.	“License”
                                         shall have the meaning ascribed thereto in Section 3.1 below.



 


		1.4.10.	“Licensed
                                         Patents” shall mean (i) all patents, patent applications, including provisional
                                         applications, and any patents and patent applications that claim priority therefrom;
                                         as well as (ii) all divisions, continuations, continuations-in-part, re-examinations,
                                         reissues, renewals, registrations, confirmations, substitutions, or extensions, including
                                         European Supplementary Protection Certificates (“SPCs”)(within the
                                         meaning of such term under Council Regulation (EU) No. 1768/92), and/or any other similar
                                         statutory protection, and any provisional applications, national, regional, PCT or similar
                                         applications and any and all patents issuing from, and patentable inventions, methods,
                                         processes, and other subject matter disclosed or claimed in, any or all of the foregoing;
                                         all as listed on Appendix A.



 


		1.4.11.	“Licensed
                                         Technology” shall mean the Know-How and the Licensed Patents.



 


		1.4.12.	“Net
                                         Sales” shall mean:
	 	 	 



		(a)	the
                                         gross sales price invoiced for sales of Products by the Company, an Affiliate or a Sublicensee
                                         to a third party; or
	 	 	 
		(b)	the
                                         fair market value of non-monetary consideration received in connection with such sales;



 


after
deduction of: (i) customary trade, quantity and/or cash discounts to the extent actually taken by third parties; (ii) amounts
actually repaid or credited by reason of rejection or return of any previously sold or otherwise transferred Products; (iii) cost
of packages, cartridges, vials, casing and similar containers included as part of the Product, as well as systems and devices
 ded in the Product; (iv) customer freight charges that are paid by or on behalf of the Company, an Affiliate or a Sublicensee;
(v) sales taxes, including VAT or similar taxes, custom duties or other similar governmental charges levied directly on the production,
sale, transportation, delivery or use of a Product that are paid by or on behalf of the Company, an Affiliate or a Sublicensee;
provided that such deductions shall be directly related to the sale of Products that were awarded within the regular running of
the business of the Company.


 






    	 	3	 



     

    

 


In
the event a Product is sold by the Company, an Affiliate or a Sublicensee in the form of a Combination Product, Net Sales from
such Combination Product shall be determined by multiplying the actual Net Sales of such Combination Product during the applicable
royalty reporting period, by the fraction A/(A+B), where: A is the average sale price of the Product that is contained in the
Combination Product when sold separately; and B is the average price of the Additional Element(s) included in the Combination
Product when sold separately, in each case during the applicable royalty reporting period or, if sales of both the Product and/or
the Additional Element(s) did not occur in such period, then in the most recent royalty reporting period in which sales of both
occurred. In the event that such average sale price cannot be determined for both the Product and the Additional Element(s) included
in the Combination Product, Net Sales for the purpose of determining royalties shall be calculated by multiplying the Net Sales
of the Combination Products by the fraction of C/C+D where C is the fair market value of the Product and D is the fair market
value the Additional Element(s) included in the Combination Product. In such event, the Parties shall negotiate in good faith
to arrive at a determination of the respective fair market values of the Product and the Additional Element(s) included in the
Combination Product


 


In
the event of sales or deductions not made at “arms-length”, then for the purpose of calculation of Royalties (as defined
below) to Yissum, Net Sales shall be calculated in accordance with arms-length prices for sale of Products to an independent third
party purchaser and arms-length deductions, to be determined by the current market conditions, or in the absence of such conditions,
according to the assessment of a independent appraiser to be selected by the Parties.


 


With
respect to sales by the Company to any Affiliate or Sublicensee, the term “Net Sales” shall mean the amount received
by such Affiliate or Sublicensee on resale to an independent third party after deduction of the items specified above, to the
extent applicable.


 


		1.4.13.	"PCB
                                         Field" shall mean the use of the Licensed Technology for the production of,
                                         or in connection with, printed circuit boards not intended for scale production, which
                                         shall be deemed to include also flexible, rigid and integrated circuits.



 


		1.4.14.	“Product”
                                         shall mean any product, material, method, process or service, (i) the development, manufacture,
                                         provision or sale of which, in whole or in part which uses, exploits, comprises, contains,
                                         incorporates or improves upon the Licensed Technology, or is otherwise covered thereby,
                                         or falls within the scope thereof, in whole or in part; or (ii) but for the License (as
                                         defined below) would infringe any claim of a Licensed Patent.



 






    	 	4	 



     

    

 


		1.4.15.	“Representatives”
                                         shall mean employees, researchers, officers, agents, subcontractors, consultants, and/or
                                         any other person or entity acting on a Party’s behalf.



 


		1.4.16.	“Researcher”
                                         shall mean Professor Shlomo Magdassi.



 


		1.4.17.	“Subcontracting
                                         Agreement” shall mean (i) a bona fide subcontracting agreement pursuant to
                                         which a contractor is engaged for the purpose of manufacturing or developing any of the
                                         Products (or part thereof) on the Company's behalf, for monetary consideration; or (ii)
                                         a bona fide arms-length research agreement, pursuant to which an academic or research
                                         institution is engaged for the purpose of performing research, on the Company's behalf,
                                         for the development of any of the Products (or part thereof). Each Subcontracting Agreement
                                         in (i) and (ii) above shall contain terms substantially as protective in relation to
                                         the Licensed Technology, as the terms of this Agreement; and the term “Subcontractor”
                                         shall be construed accordingly.



 


		1.4.18.	“Sublicense”
                                         shall mean any grant by the Company of any of the rights granted under this Agreement
                                         or any part thereof; including the right to develop, manufacture, market, sell or distribute
                                         the Licensed Technology or any Product, for which grant the recipient of the Sublicense
                                         is required to pay the Company (or the Company’s Affiliate), excluding a Subcontracting
                                         Agreement.



 


		1.4.19.	“Sublicense
                                         Consideration” shall mean any proceeds or consideration or benefit of any kind
                                         whatsoever, whether monetary or otherwise, other than royalties on the sale of Products
                                         by a Sublicensee, that the Company or an Affiliate may receive from a Sublicensee, on
                                         a one-time or an ongoing basis, in consideration for the grant of a Sublicense or an
                                         option for a Sublicense and/or pursuant thereto. For the avoidance of doubt, Sublicense
                                         Consideration includes milestone payments, if any, on account of reaching certain sales
                                         of, or revenue levels from, the Sublicensee’s sale of Products.



 


		1.4.20.	“Sublicensee”
                                         shall mean any third party to whom the Company or an Affiliate shall grant a Sublicense
                                         or an option for a Sublicense. For the sake of clarity, Sublicensee shall include any
                                         other third party (other than an Affiliate or a Subcontractor) to whom such rights shall
                                         be transferred or assigned.



 


		1.4.21.	“University”
                                         shall mean the Hebrew University of Jerusalem and each of its branches.



 


		1.4.22.	"Valid
                                         Claim” means: (a) a claim of an issued and unexpired patent within the Licensed
                                         Patents that has not been (i) permanently revoked or held unenforceable, unpatentable
                                         or invalid by a decision of a court or governmental body of competent jurisdiction, unappealable
                                         or unappealed within the time allowed for appeal, (ii) rendered unenforceable through
                                         disclaimer or otherwise, (iii) abandoned or (iv) lost through an interference proceeding;
                                         or (b) a pending claim of a pending patent application within the Licensed Patents that
                                         (i) has been asserted and continues to be prosecuted in good faith and (ii) has not been
                                         abandoned or finally rejected without the possibility of appeal or refilling.



 






    	 	5	 



     

    

 




		2.	Reserved



 


		3.	The
                                         License



 


		3.1.	Subject
                                         to and in accordance with the terms and conditions of this Agreement, Yissum hereby grants
                                         the Company an exclusive worldwide license to make commercial use of the Licensed Technology,
                                         in order to develop, manufacture, make, have made, market, offer for sale, distribute
                                         and sell Products, all within the Field only (the “License”).



 


		3.2.	Notwithstanding
                                         the provisions of Section 3.1, above, Yissum, on behalf of the University, shall retain
                                         the right to make, use and practice the Licensed Technology for the University's own
                                         research and noncommercial educational purposes. 



 


		3.3.	In
                                         addition, if at any time until June 1, 2017, the Company or Yissum is approached by [THE
                                         CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
                                         AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] Ltd. ("[THE CONFIDENTIAL PORTION
                                         HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED
                                         SEPARATELY WITH THE COMMISSION]") requesting the right to use the Licensed Technology
                                         within the field of silver-smithing (the “[THE CONFIDENTIAL PORTION HAS BEEN
                                         SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
                                         WITH THE COMMISSION] Field”), Yissum shall be entitled to grant [THE CONFIDENTIAL
                                         PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
                                         BEEN FILED SEPARATELY WITH THE COMMISSION] an exclusive worldwide license within
                                         the [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                         TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] Field on terms and conditions
                                         to be negotiated by Yissum and [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT
                                         TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION],
                                         after which time the Company shall not have any rights in the Licensed Technology in
                                         the [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                         TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] Field.



 


		4.	Term
                                         of the License



 


The
License shall expire, if not earlier terminated pursuant to the provisions of this Agreement, on a country-by-country basis, upon
the later of: (i) the date of expiration in such country of the last Valid Claim to expire; (ii) the date of expiration of any
exclusivity on the Product granted by a regulatory or government body in such country; or (iii) the end of a period of fifteen
(15) years from the date of the First Commercial Sale in such country. Should the periods referred to in Subsections (i) or (ii)
expire in a particular country prior to the period referred to in Subsection (iii), above, the license in that country or those
countries shall be deemed a license to the Know-How during such post-expiration period.


 






    	 	6	 



     

    

 


Upon
the expiration of the later of the periods set forth in Subsections (i) through (iii) above (and provided that the License has
not been terminated prior thereto), the Company shall have a fully-paid non-exclusive license to the Know-How, and the Company
shall have an irrevocable option to obtain an exclusive license to the Know-How by agreeing to pay Yissum fifty percent (50%)
of the consideration set forth in Section 7.3 and 7.6 below, in respect of Net Sales and Sublicense Consideration received during
the period of such license which shall continue for a period of two (2) years after termination of the later of the periods as
referred to above and shall be renewed automatically for additional successive two (2) year periods, unless the Company notifies
the other Party in writing prior to the end of the then current two (2) year period that it does not wish the license to be renewed
as aforesaid.


 


		5.	Development
                                         and Commercialization



 


		5.1.	The
                                         Company undertakes, at its own expense, to use its commercial reasonable efforts to carry
                                         out the development, regulatory, manufacturing and marketing work necessary to develop
                                         and commercialize Products in the PCB Field in accordance with the Development Plan approved
                                         by Yissum, a copy of which is attached to this Agreement as Appendix B. The Development
                                         Plan may be modified from time to time by the Company as reasonably required in order,
                                         inter alia, to achieve the commercialization goals set forth above, upon Yissum’s
                                         prior written approval (not to be unreasonable withheld), but without derogating from
                                         the dates of the achievement of the milestones set forth in this Section 5. All terms
                                         and conditions of the License and this Agreement shall apply to the modified Development
                                         Plan and PCB Development Results. Notwithstanding anything to the contrary contained
                                         herein, the Company undertakes to use commercial reasonable efforts to meet all of the
                                         milestones set forth in Appendix B attached hereto (the “PCB Development
                                         Milestones”).



 


		5.2.	The
                                         Company shall (i) provide Yissum with periodic written reports (“Development
                                         Reports”) not less than once per every six (6) months concerning all material
                                         activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed
                                         on a timely basis concerning all material activities and changes to the Development Plan
                                         undertaken in respect of the exercise of the License, and (iii) at Yissum's request,
                                         from time to time, provide Yissum with further information relating to the Company’s
                                         activities in exercise of the License. The Development Reports shall include detailed
                                         descriptions of the progress and results, if any, of: (a) the tests and trials conducted
                                         and all other actions taken by the Company pursuant to the Development Plan, and a summary
                                         of the PCB Development Results and other Development Results, as relevant, and any other
                                         related work effected by the Company or by any Affiliate or Sub-Licensee during the six
                                         (6) month period prior to the report, (b) manufacturing, sublicensing, marketing and
                                         sales during the six (6) month period prior to the report; (c) the Company’s plans
                                         in respect of the testing and commercialization of Products for the following six (6)
                                         months; and (d) projections of sales and marketing efforts following the First Commercial
                                         Sale. Development Reports shall also set forth a general assessment regarding the achievement
                                         of any milestones; the projected – or actual – completion date of the development
                                         of a Product and the marketing thereof; as well as a description of any corporate transaction
                                         involving the Products or the Licensed Technology. If progress in respect of a Product
                                         in the PCB Field differs from that anticipated in its Development Plan or a preceding
                                         Development Report, the Company shall explain, in its Development Report, the reason
                                         therefor and shall prepare a modified Development Plan for Yissum’s review and
                                         approval. The Company shall also make reasonable efforts to provide Yissum with any reasonable
                                         additional data that Yissum requires to evaluate the performance of the Company hereunder.



 






    	 	7	 



     

    

 










		5.3.	The
                                         Company shall pursue the development of all uses of the Licensed Technology in the Field
                                         that are commercially reasonable in light of the Company's size and resources at any
                                         given time (at Company's commercially reasonably discretion).



 


		5.4.	Upon
                                         completion of the development of any Product, the Company undertakes to perform all commercially
                                         reasonable actions necessary to maximize its revenues from such Product on a regular
                                         and consistent basis.



 


		5.5.	If
                                         the Company shall not meet the PCB Development Milestones and not otherwise commercialize
                                         the Products in the PCB Field within a reasonable time frame, unless such delay is caused
                                         by (i) the requirements of a regulatory or other governmental authority; (ii) force majeure
                                         in accordance with Section 18.8; or (iii) unless the Company and Yissum have agreed in
                                         writing to amend the Development Plan, Yissum shall notify the Company in writing of
                                         the Company's failure to meet its obligations of to achieve the PCB Development Milestones
                                         and shall allow the Company one hundred and eighty (180) days to cure such failure.



 


The
Company's failure to cure such failure within such one hundred and eighty (180) day period to Yissum's reasonable satisfaction
shall result in the immediate imposition of an Annual PCB License Maintenance Fee beginning at $[THE CONFIDENTIAL PORTION HAS
BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] the first
year and increasing each year of the License by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]% up to a maximum of $[THE CONFIDENTIAL PORTION HAS BEEN SO
OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per year. Once
begun, the Annual PCB License Maintenance Fee shall be payable by the Company for the duration of the License Term. The Annual
PCB License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable on account of Net Sales
made during that year. For the avoidance of doubt, the Annual PCB License Maintenance Fee is in addition to, not in place of,
the License Maintenance Fee described in Section 7.3, below.


 


		5.6.	The
                                         Company shall perform all its activities hereunder in accordance with all applicable
                                         laws and regulations, and shall procure the receipt of all approvals and consents necessary
                                         for the performance of its obligations hereunder.



 


		5.7.	The
                                         Company agrees to provide Yissum and/or the University (for no more than the cost of
                                         production) a reasonable number units of any Product developed and/or manufactured under
                                         this Agreement, for academic research purposes in the University under the supervision
                                         of the Researcher only.



 






    	 	8	 



     

    

 


		6.	Sublicenses



 


		6.1.	The
                                         Company shall have the right to grant Sublicenses to its Affiliates and/or third parties,
                                         provided that (i) any such sublicense agreement is consistent with the terms and provisions
                                         of this Agreement; (ii) the Company remains fully liable for the performance of its obligations
                                         hereunder; and (iii)the Company notifies Yissum of any grant of a Sublicense and provides
                                         Yissum upon request a copy of any Sublicense agreement.



 


		6.2.	Any
                                         Sublicense shall be dependent on the validity of the License and shall terminate upon
                                         termination of the License; provided, however, that, for each Sublicensee, upon termination
                                         of a Sublicense, if the Sublicensee is not then in breach of the Sublicense such that
                                         Company would have the right to terminate such Sublicense, such Sublicensee shall have
                                         the right to seek a license from Yissum. Yissum agrees to negotiate such licenses in
                                         good faith under reasonable terms and conditions, which shall not impose any representations,
                                         warranties, obligations or liabilities on Yissum that are not included in this Agreement.



 


		6.3.	Without
                                         derogating from the generality of Section 6.1 above, where the Sublicense agreement includes
                                         the payment of royalties on the Sublicensee’s sales, the Company shall require
                                         each Sublicensee to provide it with regular written royalty reports that include at least
                                         the detail that the Company is required to provide pursuant to Section 8.2 below. Upon
                                         request, the Company shall provide such reports to Yissum.



 


		6.4.	Any
                                         act or omission of the Sublicensee which is not promptly remedied by the Company or the
                                         Sublicensee and which would have constituted a breach of this Agreement by the Company
                                         had it been an act or omission of the Company, and which the Company has not made best
                                         efforts to promptly cure, including termination of the Sublicense, shall constitute a
                                         breach of this Agreement by the Company.



 


		6.5.	For
                                         the avoidance of any doubt it is hereby declared that under no circumstance whatsoever
                                         shall a Sublicensee be entitled to assign such Sublicense or further Sublicense the License
                                         or any part thereof, other than to its Affiliates.



 


		6.6.	The
                                         Company shall not be entitled to grant any rights whatsoever in respect of the Licensed
                                         Technology to any third party, including rights of distribution/distributorship, except
                                         by means of a Sublicense.



 


		6.7.	If
                                         at any time after the Effective Date, the Company or Yissum is approached by a major
                                         strategic commercial entity interested in sublicensing the Licensed Technology for any
                                         use(s) other than for the development and commercialization of Products within the PCB
                                         Field, the Company will negotiate the terms of a Sublicense agreement with such company
                                         in good faith, and in such case, Yissum shall be entitled to receive its consideration
                                         pursuant to sections 7.1, and 7.2 below, per each Sublicense agreement.



 


		6.8.	The
                                         Company specifically agrees to sell, upon request, reasonable amounts of NSP conductive
                                         inks at competitive prices to ClearJet Limited for ClearJet's use within the field
                                         of the license granted by Yissum to ClearJet pursuant to an agreement, dated August 23,
                                         2012 (the “ClearJet Field”).



 






    	 	9	 



     

    

 


		7.	License
                                         Consideration



 


In
consideration for the grant of the License, the Company shall pay Yissum the following consideration during the term of the License
as set forth in Section 4 above:


 


			



		7.1.	Royalties
                                         (the “Royalties”) at a rate of three percent (3%) of Net Sales of
                                         the Company or an Affiliate; or at a rate of two and a half percent (2.5%) of Net Sales
                                         of a Sublicensee; provided, however, that the Royalty that the Company will have to pay
                                         Yissum on account of a Sublicensee’s Net Sales shall be capped at [THE CONFIDENTIAL
                                         PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
                                         BEEN FILED SEPARATELY WITH THE COMMISSION] of the total amount of royalties the Company
                                         receives from such Sublicensee each year on account of such Sublicensee’s Net Sales.



 


		7.2.	Sublicense
                                         Fees at a rate of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST
                                         FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of
                                         Sublicense Consideration.



 


		7.3	Within
                                         thirty (30) days of January 1, 2017, the Company shall pay Yissum an annual License maintenance
                                         fee of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                         TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] (the “License
                                         Maintenance Fee”). Within thirty (30) days of January 1, 2018, and each year
                                         thereafter, the Company shall a License Maintenance Fee of [THE CONFIDENTIAL PORTION
                                         HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED
                                         SEPARATELY WITH THE COMMISSION]. The License Maintenance Fee is non-refundable, but
                                         may be credited each year against Royalties payable on account of Net Sales made during
                                         that year.



 


		7.4	Notwithstanding
                                         the foregoing in Section 7.3, above, should the Net Sales in each year beginning on January
                                         1, 2018 fall below [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST
                                         FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] (by
                                         Company, its Affiliates and Sublicensees, in the aggregate), then the License (other
                                         than the License in the PCB Field) shall cease to be exclusive and Yissum shall be entitled
                                         to grant third parties a non-exclusive license to the Licensed Technology, other than
                                         in the PCB Field, for which the License shall remain exclusive and in full force).




 


 






    	 	10	 



     

    

 







		7.5	Warrant.



 


	 	7.5.1.	The Company shall cause its parent company, Nano Dimension Ltd., (the "Parent"),
to issue to Yissum a warrant (the "Warrant") to purchase a number of ordinary shares of the Parent equal to [THE
CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION] of the Parent's outstanding share capital on a fully diluted basis on April 2, 2015 at an exercise price per share
equal to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED
SEPARATELY WITH THE COMMISSION]. The Warrant shall be issued subject to the approval of the board of directors of the Parent.
The Warrant shall be exercisable immediately upon its issuance and may be exercised in parts or in the whole. The Warrant must
be exercised by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
FILED SEPARATELY WITH THE COMMISSION], and will expire immediately thereafter. Should the Parent's Board not approve the issuance
of the Warrant to Yissum as set forth herein within three (3) months of the Effective Date or the Warrant is not issued within
five (5) months from the Effective Date, this Agreement shall be automatically terminated in its entirety and the Parties will
revert to being bound by the License Agreement.




 


		7.5.2.	To
                                         the extent required, the Company, at its sole expense, shall retain an independent appraiser
                                         to determine the fair market value of the Warrant. The Parent shall pay the VAT as required
                                         under applicable law in connection with the grant of the Warrant.



 


		7.5.3.	Yissum
                                         hereby acknowledges that it is aware, and that it will advise its directors, officers,
                                         employees and representatives who are informed as to the matters which are the subject
                                         of this Agreement, that the applicable securities laws prohibit any person who has received
                                         from an issuer material, non-public information concerning the matters which are the
                                         subject of this Agreement from purchasing or selling securities of such issuer or from
                                         communicating such information to any other person under circumstances in which it is
                                         reasonably foreseeable that such person is likely to purchase or sell such securities.



 


		7.6	Joint
                                         Venture. Should Licensee wish to cooperate with a third party (the "Partner")
                                         for the purpose of incorporating a joint venture in Singapore or China (the "JV")
                                         to be active in the mass production of conductive materials, the Parties agree as follows:



 


		7.6.1.	The
                                         Company will Sublicense the Licensed Technology to the JV, in accordance with the terms
                                         of this Agreement, and accordingly, the JV shall be considered as a Sublicensee thereunder
                                         and Yissum shall be entitled to the applicable consideration as set out in section 7
                                         of this Agreement.



 






    	 	11	 



     

    

 


		7.6.3.	Upon
                                         the establishment of the JV, Yissum shall be entitled to receive that number of shares
                                         of the JV representing [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A
                                         REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]%
                                         of the JV's issued share capital immediately after an investment of [THE CONFIDENTIAL
                                         PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
                                         BEEN FILED SEPARATELY WITH THE COMMISSION] by the Partner.



 


		7.6.4.	The
                                         issuance of the shares to Yissum pursuant to Section 7.6.3, above, will be subject to
                                         (i) the execution of a shareholders agreement between the Company and Yissum containing
                                         customary restrictions and limitations on transfer of shares by Yissum (such as a mutual
                                         Right of First Refusal, mutual Tag-Along Rights, Limitations on sales of the JV's shares
                                         held by Yissum, and voting agreements), and (ii) the execution and delivery by Yissum
                                         of a proxy to the Company, pursuant to which Yissum shall appoint the Company as its
                                         attorney-in-fact for all purposes in connection with Yissum's holdings in the JV.



 


		8.	Reports
                                         and Accounting



 


		8.1.	The
                                         Company shall give Yissum written notice of any (i) Sublicense Agreement signed; or (ii)a
                                         First Commercial Sale made within thirty (30) days of the particular event.



 


		8.2.	One
                                         (1) month after the end of each calendar quarter commencing from the earlier of (i) the
                                         First Commercial Sale; or (ii) the grant of a Sublicense, the Company shall furnish Yissum
                                         with a quarterly report (“Periodic Report”), certified as being correct
                                         by the chief financial officer of the Company, detailing the total sales and Net Sales
                                         effected during the preceding quarter, and the total Royalties and Sublicense Fees due
                                         to Yissum in respect of that period. Once the events set forth in Subsection (i) or (ii)
                                         above, have occurred, Periodic Reports shall be provided to Yissum whether or not Royalties
                                         or Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports
                                         shall contain full particulars of all sales made by the Company and Affiliates, including
                                         a breakdown of the number and type of Products sold, discounts, returns, the country
                                         and currency in which the sales were made, invoice dates and all other data enabling
                                         the Royalties payable to be calculated accurately.



 


		8.3.	On
                                         the date prescribed for the submission of each Periodic Report, the Company shall pay
                                         the Royalties or Sublicense Fees due to Yissum for the reported period. All payments
                                         under this Agreement shall be computed and paid in US dollars, using the appropriate
                                         foreign exchange rate reported in the Wall Street Journal on the last working day of
                                         the calendar quarter. Payment of value added tax or any other tax, charge or levy applicable
                                         to the payment to Yissum of the consideration as detailed in Section 7, above, shall
                                         be borne by the Company and added to each payment in accordance with the statutory rate
                                         in force at such time. All payments made to Yissum by an Israeli entity shall be made
                                         without the withholding of any taxes, provided that Yissum shall supply such Israeli
                                         entity, at its request, with a tax certificate indicating an official exemption from
                                         tax withholding (פטור מניכוי
                                         מס במקור), for so long as Yissum has such a
                                         certificate. For the avoidance of doubt, if Yissum does not supply such certificate,
                                         the Israeli entity shall withhold taxes according to applicable law. All other payments
                                         to Yissum by non-Israeli entities shall be made without the withholding of any taxes.
                                         Payments may be made by check or by wire transfer to the following account:



 


[THE
CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION]


 






    	 	12	 



     

    

 


		8.4.	The
                                         Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and
                                         correct books of account in accordance with applicable Generally Accepted Accounting
                                         Principles as required by international accounting standards enabling the Royalties and
                                         Sublicense Fees to be calculated accurately. Starting from the first calendar year after
                                         the First Commercial Sale, or the first grant of a Sublicense, whichever occurs first,
                                         an annual report, authorized by a certified public accountant, shall be submitted to
                                         Yissum within ninety (90) days of the end of each calendar year, detailing Net Sales
                                         and Royalties, both due and paid (the “Annual Reports”).The Annual
                                         Reports shall also include the Company's sales and royalty non-binding forecasts for
                                         the following calendar year, if available.



 


The
Company shall, and shall require and cause its Affiliates and Sublicensees to, retain such books of account for five (5) years
after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated for any reason whatsoever,
for five (5) years after the end of the calendar year in which such termination becomes effective.


 


		8.5.	Yissum
                                         will either (i) allow the Company a credit against future Royalties to be paid for Royalties
                                         previously paid on account of Net Sales, as appropriate, that were reported as bad debts
                                         in the Company's annual audited financial statements; or (ii) if such bad debts are recorded
                                         by the Company in its annual audited financial statement after the Company's obligation
                                         to pay Royalties has ceased, Yissum shall repay any Royalties received on account of
                                         Net Sales that were reported as bad debts by the Company.



 


		8.6.	Yissum
                                         shall be entitled to appoint not more than two (2) representatives who must be independent
                                         certified public accountants or such other professionals as appropriate (the “Auditors”)
                                         to inspect during normal business hours the Company’s and its Affiliates’
                                         books of account, records and other relevant documentation to the extent relevant or
                                         necessary for the sole purpose of verifying the performance of the Company’s payment
                                         obligations under this Agreement, the calculation of amounts due to Yissum under this
                                         Agreement and of all financial information provided in the Periodic Reports, provided
                                         that Yissum shall coordinate such inspection with the Company or Affiliate (as the case
                                         may be) in advance. In addition, Yissum may require that the Company, through the Auditors,
                                         inspect during normal business hours the books of account, records and other relevant
                                         documentation of any Sublicensees, to the extent relevant or necessary for the sole purpose
                                         of verifying the performance of the Company’s payment obligations under this Agreement,
                                         the calculation of amounts due to Yissum under this Agreement and of all financial information
                                         provided in the Periodic Reports, and the Company shall cause such inspection to be performed.
                                         The Parties shall reconcile any underpayment or overpayment within thirty (30) days after
                                         the Auditors deliver the results of the audit. Any underpayment shall be subject to interest
                                         in accordance with the terms of Section 8.7 below. In the event that any inspection as
                                         aforesaid reveals any underpayment by the Company to Yissum in respect of any year of
                                         the Agreement in an amount exceeding five percent (5%) of the amount actually paid by
                                         the Company to Yissum in respect of such year, then the Company shall, in addition, pay
                                         the cost of such inspection. Yissum may exercise its rights under this Section 8.6 only
                                         once every year per audited entity and only with reasonable prior notice to the audited
                                         entity.



 


		8.7.	Any
                                         sum of money due Yissum which is not duly paid on time shall bear interest from the due
                                         date of payment until the actual date of payment at the rate of annual LIBOR plus five
                                         percent (5%)per annum accumulated on a monthly basis.



 




    	 	13	 



     

    


 


		9.	Ownership



 


		9.1.	All
                                         right, title and interest in and to the Licensed Technology vest and shall vest solely
                                         in Yissum, and the Company shall hold and make use of the rights granted pursuant to
                                         the License solely in accordance with the terms of this Agreement.



 


		9.2.	All
                                         rights in the Development Results shall be solely owned by the Company.



 


		10.	Patents



 


		10.1.	The
                                         Parties acknowledge that within forty five (45) days of the Original Effective Date,
                                         the Company had reimbursed Yissum for its share of previous unreimbursed documented expenses
                                         and costs relating to the registration and maintenance of the Licensed Patents listed
                                         in Appendix A. This amount equaled [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED
                                         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                                         COMMISSION] as of the Original Effective Date.



 


		10.2.	Yissum,
                                         in consultation with the Company, shall be responsible for the filing, prosecution and
                                         maintenance of the Licensed Patents, at the Company’s expense (the “Ongoing
                                         Patent Expenses”), provided that if Yissum has also licensed the Licensed Patents
                                         (or any part of them) to one or more other parties for commercial exploitation outside
                                         the Field (if applicable), the Company shall only be responsible for its relative share
                                         of the Ongoing Patent Costs, e.g. 1/2, 1/3, etc., on a country-by-country basis. Each
                                         application and every patent registration shall be made and registered in the name of
                                         Yissum or, should the law of the relevant jurisdiction so require, in the name of the
                                         relevant inventors and then assigned to Yissum.The Company agrees to have Yissum's patent
                                         counsel directly bill the Company for such expenses and shall directly pay such bills
                                         in accordance with patent counsel's directions.



 


		10.3.	The
                                         Company undertakes and warrants that no amounts utilized by the Company for such payment
                                         of Ongoing Patent Expenses or for the reimbursement of Yissum’s past documented
                                         expenses and costs relating to the registration and maintenance of the Licensed Patents
                                         listed in Appendix A will be (i) funding provided by the Office of the Chief Scientist
                                         at the Israeli Ministry of Economics (the “OCS”); (ii) funding that
                                         is earmarked as supplementary funding (“mimun mashlim”) for an OCS
                                         approved project; or funding provided to the Company from any other governmental or regulatory
                                         institution of the State of Israel.



 


		10.4.	Notwithstanding
                                         the foregoing in Section 10.2, above, promptly after the execution of the License Agreement,
                                         the Company deposited with Yissum the amount of [THE CONFIDENTIAL PORTION HAS BEEN
                                         SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
                                         WITH THE COMMISSION] to secure the payment of the Ongoing Patent Expenses (the “Expense
                                         Deposit”). Should the Company fail to pay any amounts due in connection with
                                         the Ongoing Patent Expenses within thirty (30) days following receipt of Yissum's written
                                         request accompanied by a detailed account, Yissum shall be entitled pay the unpaid expenses
                                         from the Expense Deposit. In the event that Yissum utilizes some or all of the Expense
                                         Deposit as set forth in this Section, it shall so notify the Company in writing. The
                                         Company shall be obligated to deposit with Yissum an amount equal to the difference between
                                         [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                         TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] and the balance in the
                                         Expense Deposit within thirty (30) days of its receipt of Yissum's notice. Upon termination
                                         or expiration of this Agreement, Yissum shall return to the Company the nominal amount
                                         of any remaining Expense Deposit that will not be required to cover Ongoing Patent Expenses
                                         for the period up until such termination or expiration.



 






    	 	14	 



     

    

 




  




	 	10.5.	Subject to the above, the Parties shall consult and make every reasonable
effort to reach agreement in all respects relating to the manner of making applications for and registering the patents, including
the time of making the applications, the countries where applications will be made and all other particulars relating to the registration
and maintenance of the Licensed Patents. Notwithstanding the foregoing, Yissum reserves the sole right to make (after consulting
with Company as set forth above) all final decisions with respect to the preparation, filing, prosecution and maintenance of such
patent applications and patents.






 


		10.6.	The
                                         Parties shall assist each other in all respects relating to the preparation of documents
                                         for the registration of any patent or any patent-related right upon the request of the
                                         other Party. Both Parties shall take all appropriate action in order to assist the other
                                         to extend the duration of a Licensed Patent or obtain any other extension obtainable
                                         under law, to maximize the scope of the protection afforded by the Licensed Patents.






		10.7.	In
                                         the event that the Company is approached by a patent examiner or attorney in connection
                                         with any matter that is the subject matter of this Agreement, it shall give Yissum immediate
                                         notice of such approach. The Company shall only reply to such approaches after consultation
                                         with Yissum and subject to its consent.



 


		10.8.	The
                                         Company, shall mark, and shall cause its Affiliates and Sublicensees to mark, all Products
                                         covered by one or more of the Licensed Patents with patent numbers (or the legend “patent
                                         pending”) applicable to such Product. The Company shall use its reasonable commercial
                                         efforts to ensure that its Sublicensee complies with the provisions of this Section.



 


		10.9.	If
                                         at any time during the term of this Agreement the Company decides that it is undesirable,
                                         as to one or more countries, to file, prosecute or maintain any patents or patent applications
                                         within the Licensed Patents, it shall give at least ninety (90) days written notice thereof
                                         to Yissum, and upon the expiration of the ninety (90) day notice period (or such longer
                                         period specified in the Company's notice) the Company shall be released from its obligations
                                         to bear the expenses to be incurred thereafter as to such patent(s) or patent application(s)
                                         in such country(ies). As of such time, such patent(s) or application(s) shall be removed
                                         from the Licensed Technology for such country(ies) and Yissum shall be free to grant
                                         rights in and to such patent(s) or patent application(s) in such countries to third parties,
                                         without further notice or obligation to the Company, and the Company shall have no rights
                                         whatsoever to exploit such patent(s) or patent application(s) or the Know-How related
                                         thereto in such country(ies). As of the date of this Agreement, the Company shall be
                                         required to bear the costs and expenses for filing, prosecuting and maintaining the Licensed
                                         Patents in at least the following a certain number of jurisdictions:



 


For
Yissum Ref. 2955: the United States, China, South Korea, the United Kingdom, Germany and France.


 


For
Yissum Ref. 2629: the United States.


 


For
Yissum Ref. 3708: the United States, China, South Korea, the United Kingdom, Germany and France.


 


For
Licensed Patents filed after the Original Effective Date: the United States, China, South Korea, the United Kingdom, Germany
and France.


 






    	 	15	 



     

    

 


(all
the “Required Jurisdictions”). Should the Company fail to do so in any one of the Required Jurisdictions, Yissum
shall be entitled to terminate the License regarding the specific patent(s) and countries in which prosecution or maintenance
was abandoned by the Company.


 


		10.10.	Except
                                         as set forth in Section 14.1, below, the foregoing does not constitute an obligation,
                                         representation nor warranty, express or implied, on the part of Yissum that any patent
                                         or patent registration application will indeed be made or registered or be registerable
                                         in respect of the Licensed Technology or any part thereof, nor shall it constitute an
                                         obligation, representation, or warranty, express or implied, on the part of Yissum that
                                         a registered patent will be valid or afford any protection. For the avoidance of doubt,
                                         nothing in this Agreement constitutes an obligation, representation or warranty, express
                                         or implied, on the part of Yissum regarding the validity of or the protection afforded
                                         by any of the patents or patent registration applications detailed in Appendix A
                                         or regarding the commercial exploitability or any other value of the Licensed Technology
                                         or that the Licensed Technology will not infringe the rights of any third party.



 


		11.	Patent
                                         Rights Protection



 


		11.1.	The
                                         Company and Yissum shall each inform the other promptly in writing of any alleged infringements
                                         by a third party of the Licensed Patents in any country, together with any available
                                         written evidence of such alleged infringement.



 


		11.2.	To
                                         the extent permitted by applicable law, if the Company, its Affiliate or any Sublicensee
                                         makes (directly or indirectly), any assertion, application or claim, or initiates or
                                         supports(directly or indirectly) any action or proceeding, that challenges the validity,
                                         enforceability or scope of any of the Licensed Patents (“Challenge
                                         Proceeding”), Yissum will have the right, at
                                         any time within 90 days after the commencement of the Challenge Proceeding, to terminate
                                         this Agreement and the Royalty rates specified in this Agreement will be tripled with
                                         respect to Net Sales of Products that are sold, leased or otherwise transferred during
                                         the course of such Challenge Proceeding, and the percentage due to Yissum in respect
                                         of Sublicense Consideration will be tripled with respect to Sublicense Consideration
                                         during such period. If the outcome of such Challenge Proceeding is a determination in
                                         favor of Yissum, (a) the Royalty rate with respect to Net Sales of Products and the percentage
                                         due to Yissum with respect to Sublicense Consideration will remain at such triple rate
                                         as aforesaid; and (b) Company will reimburse Yissum for all expenses incurred by Yissum
                                         (including reasonable attorneys’ fees and court costs) in connection with such
                                         Challenge Proceeding. If the outcome of such Challenge Proceeding is a determination
                                         in favor of Company, Company will have no right to recoup any Royalties or Sublicense
                                         Consideration paid before or during the course of such Challenge Proceeding.



 






    	 	16	 



     

    

 


		11.3.	The
                                         Company, its Affiliate or Sublicensee shall have the first right in its own name and
                                         at its own expense to initiate any legal action and enforce the Licensed Patents against
                                         any infringement of such Licensed Patents. Before the Company, its Affiliate or its Sublicensee
                                         commences an action with respect to any infringement, the Company shall consider in good
                                         faith the views of Yissum in making its decision whether or not to initiate any legal
                                         action and, if relevant, make these views known to its Affiliate or Sublicensee, provided
                                         however, that final decision-making authority shall vest solely in Company. The Company
                                         shall, or, if relevant, shall ensure that its Affiliate or Sublicensee shall, continuously
                                         keep Yissum apprised of all developments in the action and shall continuously provide
                                         Yissum with full information and copies of all documents relevant to the proceedings,
                                         including, all documents filed with the courts by the parties to the legal action(s)
                                         and all material correspondence with the other parties to the proceedings, and shall
                                         seek Yissum's input on any substantive submissions or positions taken in the litigation
                                         regarding the scope, validity or enforceability of the Licensed Patents.



 


If
Yissum shall determine that the legal actions taken by the Company may adversely affect Yissum's rights hereunder, Yissum shall
be entitled, at its own cost, to appoint its own counsel to represent it in such litigation. If the Company, its Affiliate or
its Sublicensee elects to commence an action as described above and Yissum is a legally indispensable party to such action(being
the registered owner of the infringed patent rights), Yissum, at the Company's expense, shall be joined as a co-plaintiff, provided
that all the following conditions shall be fulfilled:


 


(a)
the Company shall continuously provide Yissum with full information and copies of all documents relevant to the proceedings, including,
all documents filed with the courts by the parties to the legal action(s) and all correspondence with the other parties to the
proceedings, as well as all drafts of written submissions relating to such legal action that are sent to the Company for review,
and all Yissum’s comments in respect thereof will be taken into account;


 


(b)
any out of pocket expenses incurred by the Company or Yissum in connection with such action(s), including all legal and litigation
related fees and expenses, all out of pocket expenses for external assistance required to comply with any discovery or other motions
and any costs or amounts awarded to the counterparties in such action(s) shall be borne by the Company;


 


(c)
if Yissum shall determine that a conflict of interest exists between the Company and Yissum, Yissum shall be entitled, at its
own expense, to appoint its own counsel to represent it in such litigation and the Company shall make reasonable efforts to ensure
that such counsel chosen by Yissum is fully informed and receives all material necessary to adequately participate in such action;
and


 


(d)
the Company shall bear all costs, expenses and awards incurred by or awarded against Yissum, with respect to any action filed
against Yissum alleging that an action initiated by the Company pursuant to the terms of this Section11 was anticompetitive, malicious,
or otherwise brought for an improper purpose, whether by a counterparty to such aforementioned action or by any third party.


 






    	 	17	 



     

    

 


If
Yissum is not required by law to be joined as a co-plaintiff, Yissum, to the extent permitted by law, and at its own cost, may
elect to join the action as a co-plaintiff at its own initiative and shall jointly control the action with the Company, its Affiliate
or its Sublicensee. Irrespective of whether Yissum joins any such action as described above it shall provide reasonable cooperation
and assistance to the Company, its Affiliate or its Sublicensee. The Company shall reimburse Yissum for any reasonable out of
pocket costs it incurs as part of an action brought pursuant to this Section where Yissum has not elected to join the action as
a co-plaintiff at its own initiative.


 


		11.4.	If
                                         the Company, its Affiliate or its Sublicensee does not bring an action against an alleged
                                         infringer pursuant to Section 11.3, above, or has not commenced negotiations with said
                                         infringer for discontinuance of said infringement within one hundred and eighty (180)
                                         days after learning of said infringement, Yissum shall have the right, but not the obligation,
                                         to bring an action for such infringement at its own expense, and retain all proceeds
                                         from such action. If the Company has commenced negotiations with said infringer for the
                                         discontinuance of said infringement within such one hundred and eighty (180) day period,
                                         the Company shall have an additional period of ninety (90) days from the end of the first
                                         one hundred and eighty (180) day period to conclude its negotiations before Yissum may
                                         bring an action for said infringement.



 


		11.5.	The
                                         Company may not enter into a settlement, consent judgment or other voluntary disposition
                                         of an infringement suit without the consent of Yissum, which consent shall not be unreasonably
                                         withheld, conditioned or delayed. Yissum may not enter into a settlement, consent judgment
                                         or other voluntary disposition of an infringement suit without the consent of the Company,
                                         which consent shall not be unreasonably withheld, conditioned or delayed. 



 


		11.6.	Any
                                         award or settlement payment resulting from an action initiated by the Company pursuant
                                         to this Section 11 shall be utilized, first to effect reimbursement of documented out-of-pocket
                                         expenses incurred by both Parties in relation to such legal action, and thereafter shall
                                         be paid to the Company and shall be deemed Sublicense Consideration received under this
                                         Agreement, in respect of which Sublicense Fees shall be due to Yissum.



 


		11.7.	If
                                         either Party commences an action and then decides to abandon it, such Party will give
                                         timely notice to the other Party. The other Party may continue the prosecution of the
                                         suit after both Parties agree on the sharing of expenses.



 


		11.8.	The
                                         Company shall use its best commercial efforts at its own expense to defend any action,
                                         claim or demand made by any entity against the Company or Yissum in connection with rights
                                         in the Licensed Technology, and shall indemnify and hold harmless Yissum and the other
                                         Indemnitees (defined in Section 14.4 below) from and against all losses, damages and
                                         expenses arising from the Company’s gross negligence or willful misconduct in such
                                         regard. Each Party shall notify the other immediately upon learning of any such action,
                                         claim or demand as aforesaid.



 






    	 	18	 



     

    

 


		12.	Confidentiality



 


		12.1.	For
                                         the purposes of this Agreement (i) “Yissum Confidential Information”
                                         means this Agreement and the terms hereof and any and all reports, details, data, formulations,
                                         solutions, designs, and inventions and other information disclosed to the Company or
                                         any of its Representatives by Yissum or any of Yissum's Representatives in connection
                                         with the Licensed Technology, Yissum, the University, the Researcher and other Representatives
                                         of Yissum and/or the University, whether in written, oral, electronic or any other form,
                                         designated as confidential or which otherwise should reasonably be construed under the
                                         circumstances as being confidential, except and to the extent that that any such information:
                                         (a) was known to the Company at the time it was disclosed, other than by previous disclosure
                                         by or on behalf of Yissum, as evidenced by the Company’s written records at the
                                         time of disclosure; (b) is in the public domain at the time of disclosure or becomes
                                         part of the public domain thereafter other than as a result of a violation by the Company
                                         or any of its Representatives of the confidentiality obligations herein; (c) is lawfully
                                         and in good faith made available to the Company by a third party who is not subject to
                                         obligations of confidentiality with respect to such information; or (d) is independently
                                         developed by the Company without the use of Yissum Confidential Information, as demonstrated
                                         by documentary evidence; and (ii) “Company Confidential Information”
                                         means this Agreement and the terms hereof and any and all reports, details, data, formulations,
                                         solutions, designs, and inventions and other information disclosed to Yissum, the University
                                         or any of their Representatives by or on behalf of the Company under this Agreement,
                                         whether in written, oral, electronic or any other form, designated as confidential or
                                         which otherwise should reasonably be construed under the circumstances as being confidential,
                                         except and to the extent that any such information: (a) was known to Yissum or the University
                                         at the time it was disclosed, other than by previous disclosure by or on behalf of the
                                         Company, as evidenced by Yissum's or the University’s written records at the time
                                         of disclosure; (b) is in the public domain at the time of disclosure or becomes part
                                         of the public domain thereafter other than as a result of a violation by Yissum or its
                                         Representatives of the confidentiality obligations herein; (c) is lawfully and in good
                                         faith made available to Yissum or the University by a third party who is not subject
                                         to obligations of confidentiality with respect to such information; or(d) is independently
                                         developed by Yissum or the University without the use of the Company Confidential Information,
                                         as demonstrated by documentary evidence.



 


		12.2.	Yissum
                                         Confidential Information. The Company undertakes that during the term of this Agreement
                                         and for a period of five (5) years subsequent thereto, it shall maintain confidentiality
                                         of and shall not use the Yissum Confidential Information other than for the purposes
                                         of this Agreement. The Company undertakes not to convey or disclose any of the Yissum
                                         Confidential Information to any third party without the prior written permission of Yissum.
                                         The Company shall be liable for its officers or employees or other Representatives maintaining
                                         absolute confidentiality of and not using or disclosing the Yissum Confidential Information
                                         except as expressly provided herein. The Company shall treat such Yissum Confidential
                                         Information with the same degree of care and confidentiality that it maintains or protect
                                         its own confidential information, but in any event, no less than a reasonable degree
                                         of care and confidentiality.



 


		12.3.	Notwithstanding
                                         the foregoing, the Company may only disclose the Yissum Confidential Information:



 


		(a)	to
                                         those of its Representatives who have a “need to know” such information as
                                         necessary for the exercise of its rights and/or performance of its obligations hereunder,
                                         provided that such Representatives are legally bound by agreements which impose similar
                                         confidentiality and non-use obligations to those set out in this Agreement. The Company
                                         shall be responsible for ensuring that its Representatives abide by such undertakings
                                         of confidentiality; and



 






    	 	19	 



     

    

 


		(b)	to
                                         any potential third party investor, including, any government, public foundation and/or
                                         private foundation, in connection with seeking potential funding for the Company, provided
                                         that such potential third party investor has executed a confidentiality and non-use agreement
                                         which imposes similar obligations to those set out in this Agreement; and



 


		(c)	to
                                         any potential partner, distributor, agent, Subcontractor, Sub-Licensee, and/or acquirer,
                                         in connection with potential transaction with such third party, provided that such potential
                                         third party investor has executed a confidentiality and non-use agreement which imposes
                                         similar obligations to those set out in this Agreement; and



 


		(d)	to
                                         any competent authority for the purposes of obtaining any approvals or permissions required
                                         for the exercise of the License and/or the implementation of this Agreement, or in the
                                         fulfillment of a legal duty owed to such competent authority (including a duty to make
                                         regulatory filings or to comply with any other reporting requirements); and



 


		(e)	to
                                         the extent required to be disclosed under any law, rule, regulation, court, or order
                                         of any competent authority, provided that the Company promptly notifies Yissum thereof
                                         in order to enable Yissum to seek an appropriate protective order or other reliable assurance
                                         that confidential treatment will be accorded to such information (with the Company’s
                                         assistance, if necessary), and such disclosure shall be made to the minimum extent required.



 


		12.4.	The
                                         Company Confidential Information. Yissum undertakes that during the term of this
                                         Agreement and for a period of five (5) years subsequent thereto, it shall maintain in
                                         confidence, and shall not use the Company Confidential Information (as defined below)
                                         other than for the purposes of this Agreement. Yissum undertakes not to convey or disclose
                                         any of the Company Confidential Information to any third party without the prior written
                                         permission of the Company. Yissum shall treat such Company Confidential Information with
                                         the same degree of care and confidentiality that each of them maintains and protects
                                         its own confidential information, but in any event, no less than a reasonable degree
                                         of care and confidentiality.



 


		12.5.	Notwithstanding
                                         the foregoing, Yissum may only disclose the Company Confidential Information:



 


		(a)	to
                                         the University and to those of the Representatives of Yissum and/or the University who
                                         have a “need to know” such information as necessary for the exercise of Yissum's
                                         rights and/or performance of Yissum's obligations hereunder, provided that the University
                                         and any such Representatives are legally bound by agreements which impose similar confidentiality
                                         and non-use obligations to those set out in this Agreement; and



 


		(b)	to
                                         any competent authority in connection with the filing and prosecution of patent applications
                                         relating to the Licensed Technology, or in the fulfillment of a legal duty owed to any
                                         competent authority; and



 


		(c)	to
                                         the extent required to be disclosed under any law, rule, regulation, court, or order
                                         of any competent authority, provided that Yissum promptly notifies the Company thereof
                                         in order to enable the Company to seek an appropriate protective order or other reliable
                                         assurance that confidential treatment will be accorded to such information (with Yissum’s
                                         assistance, if necessary), and such disclosure shall be made to the minimum extent required.



 






    	 	20	 



     

    

 


		12.6.	The
                                         Company shall be responsible and liable to Yissum for any breach by its Representatives,
                                         Affiliates, Subcontractors, Sublicensees and investors of the undertakings of confidentiality
                                         set forth in this Section 12 as if such breach were a breach by the Company itself. Yissum
                                         shall be responsible and liable to Company for any breach by the University, and their
                                         respective Representatives and Affiliates, of the undertakings of confidentiality set
                                         forth in this Section 12 as if such breach were a breach by the Yissum.



 


		12.7.	Without
                                         prejudice to the foregoing, the Company shall not mention the name of the University,
                                         Yissum or the Researcher, unless required by law, in any manner or for any purpose in
                                         connection with this Agreement, the subject of the Research or any matter relating to
                                         the Licensed Technology, without obtaining the prior written consent of Yissum, not to
                                         be unreasonably withheld, conditioned or delayed.



 


		12.8.	Neither
                                         Party shall issue any press release or other media statement regarding the execution,
                                         existence or terms of this Agreement or any developments of the Licensed Technology without
                                         the prior written approval of the other Party.



 


		12.9.	The
                                         provisions of this Section shall be subject to permitted publications pursuant to Section
                                         13, below.



 


		13.	Publications



 


		13.1.	Yissum
                                         shall ensure that no publications in writing, in scientific journals or orally at scientific
                                         conventions relating to the Licensed Technology, the Development Plan, the Development
                                         Results or the Product, which are subject to the terms and conditions of this Agreement,
                                         are published by it or the Researcher, without first seeking the prior written consent
                                         of the Company.



 


		13.2.	The
                                         Company undertakes to reply to any such request for publication by Yissum within forty-five
                                         (45) days of its receipt of a request in connection with the publication of articles
                                         in scientific journals, and within ten (10) days of its receipt of a request in connection
                                         with article abstracts. The Company may only decline such a request upon reasonable grounds,
                                         which shall be detailed in writing, requiring the postponement of such publication because
                                         it contains patentable subject matter for which patent protection should be sought, or
                                         the removal of any Company Confidential Information.



 


		13.3.	Should
                                         the Company decide to object to publication as provided in sub-Section 13.2, the publication
                                         shall be postponed for a period of not more than three (3) months from the date the publication
                                         was sent to the Company, to enable the filing of an appropriate patent application, or
                                         until the removal of the Company Confidential Information as instructed by the Company.
                                         Thereafter, the publication will automatically be permitted.



 


		13.4.	The
                                         provisions of this Section 13 shall not prejudice any other right, which Yissum has pursuant
                                         to this Agreement or at law.



 






    	 	21	 



     

    

 


		13.5.	For
                                         the avoidance of doubt, the prohibitions with respect to disclosure and publication set
                                         out in Sections 12 and 13 shall not apply to internal research and educational activities
                                         at the University provided that such disclosures or publications are only made to persons
                                         who are subject to written obligations of confidentiality to the University or Yissum
                                         substantially similar to those set forth in Section 12.



 


		14.	Representations,
                                         Liability and Indemnity



 


		14.1.	Yissum
                                         hereby represents and warrants that (i) based upon the declarations submitted to it by
                                         the Researcher, it has sole and exclusive ownership of the Licensed Patents; (ii) it
                                         has not granted any rights in or to Licensed Technology that are inconsistent with, or
                                         contradict, the rights granted to the Company under this Agreement; (iii) to the best
                                         of Yissum’s knowledge and belief, it has the right to grant the License granted
                                         under this Agreement free and clear of any third party rights or claims; (iv) it will
                                         not transfer, assign, encumber, grant, sell, lease or otherwise dispose of the Licensed
                                         Technology other than as may be expressly permitted herein; and (v) it has no knowledge
                                         as of the date hereof of any claim, legal suit or proceeding by a third party against
                                         Yissum contesting the ownership or validity of the Licensed Patents, or claiming that
                                         the practice of the Licensed Patents in the manner contemplated by this Agreement would
                                         infringe the rights of such third party.



 


		14.2.	EXCEPT
                                         AS SET FORTH IN SECTION 14.1, ABOVE, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, YISSUM
                                         MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT
                                         TO THE LICENSED TECHNOLOGY. IN PARTICULAR, YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES
                                         OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT THE USE OF THE LICENSED
                                         TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS OF ANY
                                         THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT MAY BE DEEMED A REPRESENTATION OR
                                         WARRANTY BY YISSUM AS TO THE VALIDITY OF ANY OF THE LICENSED PATENTS OR THEIR REGISTRABILITY
                                         OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE LICENSED
                                         TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO SUPERVISE, MONITOR, REVIEW
                                         OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION, MANUFACTURE, TESTING, MARKETING
                                         OR SALE OF ANY PRODUCT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR
                                         THE RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES OF YISSUM AND/OR OF THE UNIVERSITY
                                         SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY THIRD PARTY FOR OR ON ACCOUNT
                                         OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE WHETHER DIRECT OR INDIRECT, SUSTAINED
                                         BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED OR ASSERTED AGAINST THE
                                         COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON THE COMPANY OR ANY OTHER
                                         PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH OR RESULTING
                                         FROM THE EXERCISE OF THE LICENSE, INCLUDING, (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE,
                                         LEASE,OR SALE OF ANY PRODUCT; (ii) THE USE OF THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING
                                         OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.










    	 	22	 



     

    

 


		14.3.	IN
                                         NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE REPRESENTATIVES OF YISSUM
                                         AND/OR OF THE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS AFFILIATES OR TO ANY
                                         THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES SUFFERED OR INCURRED
                                         BY THE COMPANY OR ITS AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION
                                         OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT.



 


		14.4.	IN
                                         NO EVENT SHALL THE COMPANY, ITS AFFILIATES OR THE REPRESENTATIVES OF THE COMPANY OR ITS
                                         AFFILIATES BE LIABLE TO YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE REPRESENTATIVES
                                         OF YISSUM AND/OR OF THE UNIVERSITY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,
                                         PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED
                                         OR INCURRED BY THE YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE REPRESENTATIVES OF
                                         YISSUM AND/OR OF THE UNIVERSITY OR ANY THIRD PARTY, WHETHER BASED UPON A CLAIM OR ACTION
                                         OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT OF THIS AGREEMENT.



 


		14.5.	COMPANY
                                         MAKES NO WARRANTY WITH RESPECT TO ANY TECHNOLOGY, RESEARCH, RESULTS, PATENTS, GOODS,
                                         SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND COMPANY HEREBY DISCLAIMS
                                         WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT
                                         WITH RESPECT TO ANY AND ALL OF THE FOREGOING. COMPANY DOES NOT REPRESENT THAT IT CAN
                                         SUCCESSFULLY DEVELOP OR COMMERCIALIZE ANY PRODUCT OR SERVICE.



 


		14.6.	The
                                         Company shall be liable for any loss, injury or damage whatsoever caused to or suffered
                                         by its employees or any Representatives of Yissum or the University (including the Researcher
                                         and his team), or to any third party by reason of the Company's negligence or willful
                                         misconduct, subject to the terms of Section 14.4 above.



 


		14.7.	The
                                         Company undertakes to compensate, indemnify, defend and hold harmless Yissum, the University,
                                         and any of their respective Representatives (including the Researcher and his team) (herein
                                         referred to jointly and severally as “Indemnitees”) from and against
                                         any third party claim, investigation or liability including, product liability, damage,
                                         loss, costs and expenses, including legal costs, attorneys’ fees and litigation
                                         expenses, incurred by or imposed upon the Indemnitees by reason of any negligence or
                                         willful misconduct of the Company, its Representatives, Affiliates, Subcontractors, in
                                         the development, manufacture, marketing, sale, use or other exploitation, or sublicensing
                                         (as applicable) of any Product, or Licensed Technology, or the exercise of the License,
                                         subject to the terms of Section 14.4 above.



 


The
Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor
of, and shall be actionable by Yissum, the University and any director, officer or employee of Yissum or of the University, and
by the Researcher.


 






    	 	23	 



     

    

 


		14.8.	Within
                                         ninety (90) days of the Effective Date, the Company shall procure and maintain, at its
                                         sole cost and expense, policies of comprehensive general liability insurance in amounts
                                         not less than is customary in its industry. Such policy shall name the Indemnitees as
                                         additional insureds. The policy or policies so issued shall include a “cross-liability”
                                         provision pursuant to which the insurance is deemed to be separate insurance for each
                                         named insured (without right of subrogation as against any of the insured under the policy,
                                         or any of their representatives, employees, officers, directors or anyone in their name).Such
                                         comprehensive general liability insurance shall provide (i) product liability coverage
                                         and (ii) broad form contractual liability coverage for the Company's indemnification
                                         obligations under this Section 14.



 


The
insurance coverage required above shall not be construed to create a limit of the Company's liability with respect to its indemnification
obligations under this Section 14.


 


		14.9.	The
                                         Company shall provide Yissum with written evidence of such insurance upon request. The
                                         Company shall provide Yissum with written notice at least fifteen (15) days prior to
                                         the cancellation, non-renewal or material change in such insurance. If the Company does
                                         not obtain replacement insurance providing comparable coverage within such fifteen (15)
                                         day period, Yissum shall have the right to terminate this Agreement effective at the
                                         end of such fifteen (15) day period without notice or any additional waiting periods.



 


		14.10.	The
                                         Company shall maintain, at its own expense, liability insurance as set forth in Section
                                         14 above, beyond the expiration or termination of this Agreement as long as a Product
                                         relating to or developed pursuant to this Agreement is being commercially distributed
                                         or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by
                                         applicable laws.



 


		15.	Termination
                                         of the Agreement



 


		15.1.	Without
                                         prejudice to the Parties’ rights pursuant to this Agreement or at law, either Party
                                         may terminate this Agreement by written notice to the other in any of the following cases:



 


		15.1.1.	immediately
                                         upon such written notice, if: (i) the other Party passes a resolution for voluntary winding
                                         up or a winding up application is made against it and not set aside within sixty (60)
                                         days; or (ii) a receiver or liquidator is appointed for the other Party and such appointment
                                         is not cancelled within sixty (60) days; or (iii) the other Party enters into winding
                                         up or insolvency or bankruptcy proceedings and such proceedings are not terminated within
                                         sixty (60) days. Each of the Parties undertakes to notify the other within fourteen (14)
                                         days if any of the abovementioned events occur; or
	 	 	 
		15.1.2.	upon
                                         material breach of this Agreement, where such breach has not been remedied within thirty
                                         (30) days from the breaching Party's receipt of written notice from the non-breaching
                                         Party detailing the alleged breach and requiring such remedy.



 






    	 	24	 



     

    

 


		15.1.3.	If
                                         an injunctive relief is issued against the Company, due to Company's fault, prohibiting
                                         the Company from using the Licensed Technology pursuant to the terms of this Agreement,
                                         and such injunctive relief is not cancelled within 90 days of the issuance date of such
                                         injunctive relief.



 


		15.2.	In
                                         addition to the above, and without prejudice to Yissum’s rights pursuant to this
                                         Agreement or at law, Yissum shall be entitled to terminate this Agreement by thirty (30)
                                         days prior written notice to the Company in the following circumstances, and provided
                                         that the Company did not cure such breach within such 30 day period:



 


		15.2.1.	failure
                                         to pay the Annual License Maintenance Fee, if applicable;



 


		15.2.2.	if
                                         an attachment is made over the Company's assets or if execution proceedings are taken
                                         against the Company and the same are not set aside within sixty (60) days of the date
                                         the attachment is made or the execution proceedings are taken or the Company seeks protection
                                         under any laws or regulations, the effect of which is to suspend or impair the rights
                                         of any or all of its creditors, or to impose a moratorium on such creditors and such
                                         act is not cancelled within sixty (60) days of the performance thereof;



 


		15.2.3.	failure
                                         to defend against third party claims as required under Section 11
                                         above;



 


		15.2.4.	if
                                         the Company, its Affiliate or a Sublicensee initiates, supports or makes a Challenge
                                         Proceeding as detailed in Section 11.2, above; or



 


		15.3.	Upon
                                         termination of this Agreement by Yissum pursuant to Sections 15.1 and 15.2 above, the
                                         License shall terminate, the Licensed Technology and all rights included therein shall
                                         revert to Yissum, and Yissum shall be free to enter into agreements with any other third
                                         parties for the granting of a license or to deal in any other manner with such right
                                         as it shall see fit at its sole discretion.



 


Upon
termination of the License as set forth in this Section 15.3, the Company shall return or transfer to Yissum, within thirty (30)
days of termination of the License pursuant to Sections 15.1 and 15.2 above, all material, in soft or hard copy, containing the
Licensed Technology connected with the License, and it may not make any further use thereof. In case of termination as set in
this Section 15.3, the Company will not be entitled to any reimbursement of any amount paid to Yissum under this Agreement. Yissum
shall be entitled to conduct an audit in order to ascertain compliance with this provision and the Company agrees to allow access
to Yissum or its representatives for this purpose.


 




		15.4.	Notwithstanding
                                         the foregoing, neither the termination of this Agreement for any reason nor the expiration
                                         of the License shall release either Party from its obligation to carry out any financial
                                         or other obligation which it was liable to perform prior to the Agreement's termination
                                         or the License's expiration. In the event that the Company terminates this Agreement,
                                         it shall be required to continue paying all Ongoing Patent Expenses for those Licensed
                                         Patents in existence on the date of notice of such termination, including expenses incurred
                                         by reason of examinations and extensions, for six (6) months following the effective
                                         date of such termination, provided that any such Ongoing Patent Expenses that can legally
                                         be delayed beyond such six (6) month period without impairing the application process
                                         or validity of a Licensed Patent shall not be the responsibility of the Company.



 






    	 	25	 



     

    

 


In
addition, Sections 7, 8, 9, 12, 14, 15, 16 and 19 shall survive the termination of this Agreement to the extent required to effectuate
the intent of the Parties as reflected in this Agreement.


 


		16.	Law



 


		16.1.	The
                                         provisions of this Agreement and everything concerning the relationship between the Parties
                                         in accordance with this Agreement shall be governed exclusively by Israeli law without
                                         application of any conflict of law principles that direct that the laws of another jurisdiction
                                         apply and jurisdiction shall be granted to the competent court in Jerusalem exclusively,
                                         except that Yissum may bring suit against the Company in any other jurisdiction outside
                                         the State of Israel in which the Company has assets or a place of business. The Company
                                         undertakes not to object to the enforcement against it of writs and decisions issued
                                         by any other jurisdiction outside the State of Israel under such circumstances. The Company
                                         hereby waives any immunity it may have against enforcement of any judgment so obtained
                                         against it by Yissum and waives any rights or claims that it may have with respect to
                                         forum non-conveniens.



 


		16.2.	Each
                                         Party agrees that any breach or threatened breach of the terms and conditions of this
                                         Agreement governing confidentiality or the exploitation and use of the Licensed Technology
                                         may cause irreparable harm, that may be difficult to ascertain and that monetary damages
                                         may not afford an adequate remedy. Accordingly, in addition to all other rights and remedies
                                         that may be available to the non-breaching Party under this Agreement or by law, such
                                         Party shall be entitled to seek, in the courts and under the law mutually agreed to in
                                         Section 16.1 above, injunctive relief without proof of damages.



 


		17.	Miscellaneous



 


		17.1.	Relationship
                                         of the Parties. It is hereby agreed and declared between the Parties that they shall
                                         act in all respects relating to this Agreement as independent contractors and there neither
                                         is nor shall there be any employer-employee or principal-agent relationship or partnership
                                         relationship between the Company (or any of its employees) and Yissum. Each Party will
                                         be responsible for payment of all salaries and taxes and social welfare benefits and
                                         any other payments of any kind in respect of its employees and officers, regardless of
                                         the location of the performance of their duties, or the source of the directions for
                                         the performance thereof.



 


		17.2.	Assignment.
                                         No Party may transfer or assign or endorse its rights, duties or obligations pursuant
                                         to this Agreement to another, without the prior written consent of the other Parties,
                                         which consent shall not be unreasonably denied, conditioned or delayed. Notwithstanding
                                         the foregoing, the Company shall be entitled to freely transfer and/or assign and/or
                                         endorse its rights, duties or obligations pursuant to this Agreement to an Affiliate
                                         or to the purchaser of all or substantially all of the Company's assets to which the
                                         subject matter of this Agreement relates, or to any successor corporation resulting from
                                         any merger or consolidation of the Company with or into such corporation, provided that
                                         such Affiliate, assignee, or purchaser agrees in writing addressed to Yissum to be bound
                                         by all the duties and obligations of the Company pursuant to this Agreement.



 






    	 	26	 



     

    

 


		17.3.	No
                                         waiver. No waiver by any Party, whether express or implied, of its rights under any
                                         provision of this Agreement shall constitute a waiver of such Party’s rights under
                                         such provisions at any other time or a waiver of such Party’s rights under any
                                         other provision of this Agreement. The failure or delay of a Party to claim the performance
                                         of an obligation of another Party shall not be deemed a waiver of the performance of
                                         such obligation or of any future obligations of a similar nature.



 


		17.4.	Representation
                                         by Legal Counsel. Each Party represents that it has been represented by legal counsel
                                         in connection with this Agreement and acknowledges that it has participated in drafting
                                         this Agreement. In interpreting and applying the terms and provisions of this Agreement,
                                         the Parties agree that no presumption shall exist or be implied against the Party which
                                         drafted such terms and provisions.



 


		17.5.	Legal
                                         Costs. Each Party shall bear its own legal expenses involved in the negotiation and
                                         drafting of this Agreement.



 


		17.6.	Disclosure
                                         of Agreements with Researcher. The Company shall disclose to Yissum any existing
                                         agreement or arrangement of any kind with the Researcher and or any representative of
                                         the Researcher, and shall not enter into any such agreement or arrangement without the
                                         prior written consent of Yissum.



 


		17.7.	Taxes.
                                         Any taxes or duties paid by Yissum in connection with this Agreement, other than any
                                         tax levied with respect to Yissum's income shall be reimbursed by the Company.



 


		17.8.	Severability.
                                         The provisions of this Agreement are severable and, in the event that any one or more
                                         of the provisions or part of a provision contained in this Agreement shall, for any reason,
                                         be held by any court of competent jurisdiction to be invalid, illegal or unenforceable
                                         in any respect, such invalidity, illegality or unenforceability shall not affect any
                                         other provision or part of a provision of this Agreement; but such provision shall be
                                         modified as set out below and the balance of this Agreement shall be interpreted as if
                                         such provision were so modified. The Parties shall negotiate in good faith in order to
                                         agree on the terms of an alternative provision which complies with applicable law and
                                         achieves, to the greatest extent possible, the same effect as would have been achieved
                                         by the invalid, illegal or unenforceable provision. In the event that the Parties fail
                                         to agree within thirty (30) days, the head of the Israeli Bar Association (on his/her
                                         own or via a representative that he/she appoints) (“Deciding Expert”)
                                         will determine the text of the alternative provision, and each Party shall bear its own
                                         costs and the Parties shall equally bear the fees and expenses of the Deciding Expert.
                                         Each Party agrees that the determination of the Deciding Expert will be non-appealable,
                                         final and binding.



 






    	 	27	 



     

    

 


		17.9.	Force
                                         Majeure. Neither Party shall be held liable or responsible to the other Party nor
                                         be deemed to have defaulted under or breached the Agreement for failure or delay in fulfilling
                                         or performing any term of this Agreement to the extent, and for so long as, such failure
                                         or delay is caused by or results from causes beyond the reasonable control of the affected
                                         Party and without fault of such Party, including fires, earthquakes, floods, embargoes,
                                         wars, acts of war (whether war is declared or not), insurrections, riots, civil commotions,
                                         strikes, lockouts or other labor disturbances (except of such Party's personnel), acts
                                         of God or acts, omissions or delays in acting by any governmental authority, provided
                                         that the nonperforming Party uses commercially reasonable efforts to avoid or remove
                                         such causes of nonperformance and continues performance under this Agreement with reasonable
                                         dispatch whenever such causes are removed. The Party affected by such circumstances shall
                                         promptly notify the other Party in writing when such circumstances cause a delay or failure
                                         in performance and when they cease to do so.



 


		17.10.	Counterparts.
                                         This Agreement may be executed in any number of counterparts (including counterparts
                                         transmitted by facsimile and by electronic mail), each of which shall be deemed an original,
                                         but all of which taken together shall be deemed to constitute one and the same instrument.



 


		17.11.	Binding
                                         Effect. This Agreement shall be binding upon the Parties once executed by both Parties
                                         and shall enter into force and become effective as of the later of the signature dates.



 


		17.12.	Entire
                                         Agreement. This Agreement constitutes the full and complete agreement between the
                                         Parties and supersedes any and all agreements or understandings, whether written or oral,
                                         concerning the subject matter of this Agreement, and may only be amended by a document
                                         signed by both Parties.



 


		18.	Notices



 


All
notices and communications pursuant to this Agreement shall be made in writing and sent by facsimile, electronic mail or by registered
mail or served personally at the following addresses:


 


To
Yissum at:


 


Yissum
Research Development Company


of
the Hebrew University of Jerusalem Ltd.


P.O.
Box 39135,


Jerusalem
91390


Israel


Facsimile:
972-2-6586689


Email:
bob.trachtenberg@yissum.co.il


 


To
the Company at:


 


Nano
Dimensions Technologies, Ltd.


Golda
Meir 3, Park HaMada,


Nes
Tziona


Facsimile:
______________


Email:
amit@nano-di.com


 


or
such other address furnished in writing by one Party to the other. Any notice served personally shall be deemed to have been received
on the day of service, any notice sent by registered mail as aforesaid shall be deemed to have been received seven (7) days after
being posted by prepaid registered mail. Any notice sent by facsimile or electronic mail shall be deemed to have been received
by the next business day after receipt of confirmation of transmission (provided that any notice terminating this Agreement which
is sent by electronic mail shall be followed by a notice sent in any other manner provided herein).


 



    	 	28	 



     

    

 


IN
WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS


 


	YISSUM	 	NANO
    DIMENSION TECHNOLOGIES LTD. 
	 	 	 
	By:	/s/
    Dr. Dov Reichman,	 	By:

        
	/s/
    Nano Dimension Technologies Ltd.
	 	/s/
    Yaacov Michlin	 	 	 
	Name:	Dr.
        Dov Reichman,

        Yaccov
        Michlin
	 	Name:	Amit
    Dror
	Title:	V.P
        Business Development, Chemistry & Physics,

        CEO
        
	 	Title:	CEO
	 	 	 	 	 
	Date:	 	 	Date:	 


 


I
the undersigned, Prof. Shlomo Magdassi, have reviewed, am familiar with and agree to all of the above terms and conditions. I
hereby undertake to cooperate fully with Yissum in order to ensure its ability to fulfill its obligations hereunder, as set forth
herein.


 


	/s/
    Prof. Shlomo Magdassi	 	13.04.15	 
	Prof.
    Shlomo Magdassi	 	Date
    signed	 


 




    	 	29	 



     

    


 


Appendix
A


 


LICENSED
PATENTS


  


	Family:	2955	Title:	Aqueous-Based
    Dispersions of Metal Nanoparticles 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	University	Faculty	Department	 	 	 	 	 
	Aviezer
    Shai	HUJI	Faculty
    of Science	 	 	 	 	 	 
	Grouchko
    Michael	HUJI	Faculty
    of Science	The
    Casali Center for Applied Chemistry	 	 	 	 	 
	Kamyshny
    Alexander	HUJI	Faculty
    of Science	The
    Institute of Chemistry	 	 	 	 	 
	Magdassi
    Shlomo	HUJI	Faculty
    of Science	The
    Institute of Chemistry	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent
	Patent
    ID	Status	Country	Date	Number	Date	Number	Date	Number
	2955-00	Expired	US	10/01/2005	60/642,116	 	 	 	 
	2955-01	Exhausted	PCT	10/01/2006	PCT/IL2006/000031	13/07/2006	WO
    2006/072959	 	 
	2955-02	Granted	Europe	10/01/2006	6700979.5	14/11/2007	1853673	24/03/2010	1853673
	2955-03	Granted	Korea	10/01/2006	10-2007-7018301	 	 	14/08/2013	10-1298804
	2955-04	Granted	China	10/01/2006	200680002022.50	20/02/2008	CN
    101128550A	 	 
	2955-05	Granted	US	10/01/2006	11/813,628	27/08/2009	US-2009-0214766-A1	24/07/2012	8,227,022
	2955-06	Allowed	Israel	10/01/2006	184466	 	 	 	 
	2955-08	Granted	Germany	10/01/2006	6700979.5	 	 	24/03/2010	602006013100.3-08
	2955-09	Examination	US	05/06/2012	13/489,032	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Family:	2629	Title:	Ink
    Jet Inks Containing Metal Nanoparticles	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	University	Faculty	Department	 	 	 	 	 
	Abo
    Mokh Riam	 	 	 	 	 	 	 	 
	Bassa
    Amal	 	 	 	 	 	 	 	 
	Kamyshny
    Alexander	HUJI	Faculty
    of Science	The
    Institute of Chemistry	 	 	 	 	 
	Vinetsky
    Yelena	HUJI	 	 	 	 	 	 	 
	Magdassi
    Shlomo	HUJI	Faculty
    of Science	The
    Institute of Chemistry	 	 	 	 	 



 






    	 	30	 



     

    

 


	 	Application	Publication	Patent
	Patent
    ID	Status	Country	Date	Number	Date	Number	Date	Number
	2629-00	Expired	US	11/01/2001	60/330,872	 	 	 	 
	2629-01	Exhausted	PCT	28/10/2002	PCT/IL02/000859	05/08/2003	WO
    03/038002	 	 
	2629-02	Granted	US	28/10/2002	10/494,309	14/04/2005	US20050078158A1	21/06/2011	7,963,646
	 	 	 	 	 	 	 	 	 
	Family:	3708	Title:	Synthesis
    of Metallic Nanoparticles Stabilized by Volatile Reagents	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	University	Faculty	Department	 	 	 	 	 
	Grouchko
    Michael	HUJI	Faculty
    of Science	The
    Casali Center for Applied Chemistry	 	 	 	 	 
	VINETSKY
    Yelena	HUJI	 	 	 	 	 	 	 
	Magdassi
    Shlomo	HUJI	Faculty
    of Science	The
    Institute of Chemistry	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent
	Patent
    ID	Status	Country	Date	Number	Date	Number	Date	Number
	3708-04	Filed	US	16/09/2013	61/878,356	 	 	 	 
	3708-05	Filed	US	16/09/2013	61/878,371	 	 	 	 


 


KNOW-HOW


 


Procedures
for synthesis of silver nanoparticles and conductive inks formulations.


 


	YISSUM	 	NANO
    DIMENSION TECHNOLOGIES LTD. 
	 	 	 
	By:	/s/
    Dr. Dov Reichman,	 	By:	/s/
    Nano Dimension Technologies Ltd.
	 	/s/
    Yaacov Michlin	 	 	 
	Name:	Dr.
        Dov Reichman,

        Yaccov
        Michlin
	 	Name:	Amit
    Dror
	Title:	V.P
        Business Development, Chemistry & Physics,

        CEO
	 	Title:	CEO
	 	 	 	 	 
	Date:	 	 	Date:	 






    	 	31	 



     

    

 


Appendix
B


 


THE
DEVELOPMENT PLAN


 


The
following table describes the development plan and main milestones of Nano Dimension Technologies Ltd.. Note that the plan includes
subjects which are not necessarily related to Yissum's license.


 


	#	Title	Notes	Milestone
    Date
	1	Mechanics
    Lab	Setting
    up facility for development of the printer	Dec
    2014
	2	Chemistry
    Development Lab	Setting
    up a chemistry lab for ink development 	Jan
    2015
	3	Chemistry
    production	Setting
    up facility for production of silver nano particles and conductive ink	Jan
    2015
	4	Isolation
    ink	Development
    of preliminary Isolation ink	Mar
    2015
	5	Software
    and Electronics	Development
    of Software and Electronics for preliminary printer prototype	Mar
    2015
	6	Conductive
    Ink	Development
    of preliminary conductive ink	Mar
    2015
	7	Printer
    prototype	Preliminary
    printer that prints conductive ink and isolation ink and generates PCB	Sep
    2015
	8	Isolation
    ink	Development
    of final Isolation ink	Jun
    2016
	9	Software
    and Electronics	Development
    of Software and Electronics for printer product (advanced development stage)	Jun
    2016
	10	Conductive
    Ink	Development
        subjects:

        -Adhesion
        development for the substrate.

        -Adhesion
        development between conductive ink and isolation ink.

        -Sintering
        temperature adjustment.

        -Ink
        flexibility adjustment.

        -Jetting
        adjustment.

        -Line
        width adjustment.

        -Drop
        size adjustment.

        -Sedimentation
        rate adjustment.

        -New
        ink formulations in accordance with the system requirements.
	Jun
    2016
	 	Sales	Beginning
    of printer and Inks sales	Aug
    2016


  


	YISSUM	 	NANO
    DIMENSION TECHNOLOGIES LTD. 
	 	 	 
	By:	/s/
    Dr. Dov Reichman,	 	By:	/s/
    Nano Dimension Technologies Ltd.
	 	/s/
    Yaacov Michlin	 	 	 
	Name:	Dr.
        Dov Reichman,

        Yaccov
        Michlin
	 	Name:	Amit
    Dror
	Title:	V.P
        Business Development, Chemistry & Physics,

        CEO
        
	 	Title:	CEO
	 	 	 	 	 
	Date:	 	 	Date:	 


 


 




32