Exhibit 10.1


 


RESEARCH AND LICENSE AGREEMENT


 


Made in Jerusalem this 25th
day of June 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 one part; and


 


IMMUNE
PHARMACEUTICALS LTD., of 8 Shaul Hamelech
Blvd., Amot Mishpat Building, Suite 294, Tel Aviv, 64732; (the “Company"), of the second part; 


 


(Yissum and the Company, collectively, may
be referred to as the "Parties").


 


		WHEREAS:	the rights and title to all inventions and research results of scientists of the University (as
defined below) vest solely with Yissum; and



 


		WHEREAS:	the Company has represented to Yissum that the Company's management is experienced in the development
of products similar to those to be based on the inventions and research that are the subject of this Agreement; and that, 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 products; and



 


		WHEREAS:	the Company wishes to obtain a license from Yissum for the development and commercialization of
certain inventions and research results of Yissum; 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 annexed 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, and the use of the word "or"
shall mean "and/or".



 


		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.	“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 fifty percent
(50%) or more of (i) the issued share capital or (ii) the voting rights or (iii) the right to elect or appoint directors.



 


		1.4.2.	“Development Plan” shall mean the written plan and timetable, and any amendments
thereof, produced by the Company, which sets forth how the Company intends to develop, manufacture, market and sell Products arising
from the Licensed Technology, as more fully described in Section 5 of this Agreement.



 


		1.4.3.	“Development Results” shall mean the results of activities carried out by the
Company or by third parties at the direction of the Company (other than Research or any other activities conducted by the Researcher
or any other University employee) pursuant to the Development Plan, including any invention, patent or patent application, product,
material, method, process, technique, know-how, data, information or other result which do not form part of the Licensed Technology,
discovered in the course of or arising from the performance of the Company’s development work pursuant to section ‎5,
below, including any regulatory filing filed, or approval obtained, by the Company, an Affiliate or Sublicensee in respect of the
Products, as well as any information, material, results, devices and know-how arising therefrom. 



 


		1.4.4.	"Field" shall mean topical delivery of Amiket, a combination of amytriptine and
ketamine for the treatment of pain, only by means of biodegradable nanoparticles. For the avoidance of doubt, the Field does not
involve any mechanism for delivery except topical of Amiket and each of its components or drugs of the same class.



 


		1.4.5.	“First Commercial Sale” shall mean the first sale of a Product by the Company,
an Affiliate or a Sublicensee after receipt of all governmental and other regulatory approvals required to market and sell the
Product have been obtained in the country in which such Product is sold. Sales for purposes of testing the Product and samples
in reasonable quantities purposes shall not be deemed a First Commercial Sale.



 


		1.4.6.	“Generic Competition” shall mean, with respect to a particular Product in a
country, when (a) one or more Generic Product(s) with respect to such Product are being marketed in such country; and (b) there
is no Licensed Patent or Exclusivity in respect of such Product in such country.





    	 



    	 



    

  


		1.4.7.	“Generic Product” shall mean a product that (a) would have infringed one of
the claims of a Licensed Patent had such Licensed Patent been in force in such country; (b) is legally marketed in such country
by an entity other than the Company, its Affiliates and/or Sublicensees; and (c) results in the reduction in volume of annual sales
of such Product in such country by the Company, its Affiliates and/or Sublicensees by at least thirty percent (30%).



 


		1.4.8.	“Know-How” shall mean any information, ancillary materials, results, devices
and/or know-how in the Field, developed by the Researcher at the University prior to the execution of this Agreement, that is solely
and directly related to the Licensed Patents but not appearing in the Licensed Patents, , and belonging to Yissum.



 


		1.4.9.	“Licensed Patents” shall mean the patent application currently entitled: NANOPARTICLES
FOR DERMAL AND SYSTEMIC DELIVERY OF DRUGS (Yissum’s Ref: 3451) and all patent applications or registered patents, any patent
application that claims priority therefrom; all divisions, continuations, continuations-in-part, re-examinations, reissues, substitutions,
or extensions, including European Supplementary Protection Certificates (“SPCs”), and any and all patents issuing from,
and inventions, methods, processes, and other patentable subject matter disclosed or claimed in, any and all of the foregoing,
all to be listed on Appendix A, as may be updated by the Parties in writing from time to time, as applicable. 



 


		1.4.10.	“Licensed Technology” shall mean the Know-How, the Licensed Patents, Yissum’s
share in any Joint Patents and the Research Results.



 


		1.4.11.	"Net Sales" shall mean



 


		(a)	the gross sales price invoiced for sales, leases or other transfers of Products by the Company,
an Affiliate or Sublicensee to a third party who will be an end user of the Products; or



 


		(b)	the fair market value of non-monetary consideration received in connection with such sales, leases
or transfers;



 


after deduction of: (i) all
commercially reasonable trade, quantity, or cash discounts and credits by reason of rejection, return, price adjustment, rebates,
recalls and unaffiliated third party agents' commissions; (ii) commercially reasonable quantities of samples used for promotional
purposes, clinical trials purposes and/or compassion clinical experiments; and (iii) sales taxes, (including VAT, customs, duties
or other governmental charges levied on the production, sale, transportation, import or export, delivery or use of a Product, but
specifically excluding income tax); 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, Affiliate or Sublicensee. For the sake of clarity,
any payment or rebate received by the Company, Affiliate or Sublicensee from any governmental agency directly in relation to sales
shall be considered as Net Sales.


 







    	 



    	 



    

 


In the event of sales made through
a distributor or marketing agent, the sales made by such distributors or marketing agent shall be deemed gross sales of the Company
for the purposes of this Agreement and amounts paid by the Company to such distributor or marketing agent as commissions or marketing
fees for such sales shall be deducted from such gross sales, provided that such deductions shall not exceed fifteen percent (15%)
of the gross sales price of the Products.


 


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 end users and arm’s 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.


 


		1.4.12.	“Product” shall mean any product, product component, production supplement,
process or service (a) that comprises, contains, incorporates or developed using the Licensed Technology or the Development Results
or any part thereof , or that uses the Licensed Technology or the Development Results as a basis for subsequent modifications that
are standard in drug development or drug delivery, including, without limitation, the construction of pro-drugs, and modified compounds
based on the Licensed Technology that work essentially in a physiologically analogous manner to the Licensed Technology; or (b)
that, but for the License granted in this Agreement, would infringe any Valid Claim of a Licensed Patent.



 


		1.4.13.	“Research” shall mean the research funded by the Company to be conducted by
or under the supervision of the Researcher pursuant to the Research Program.



 


		1.4.14.	“Research Fee” shall mean the total amount set out in section 2 below and in
Appendix B, plus any applicable taxes and withholding, for funding by the Company of a particular Research Program, such amount
being inclusive of all overhead unless expressly stated otherwise.





    	 



    	 



    

  


		1.4.15.	“Research Period” shall mean the period set out in section 2 below or in Appendix
B for conducting a particular Research Program, or as otherwise agreed in writing between the Parties.



 


		1.4.16.	“Research Program” shall mean the program to be arrived by the Researcher and
Company, under which the Research shall carried out and conducted by the Researcher, as per Appendix B. 



 


		1.4.17.	“Researcher” shall mean Prof. Simon Benita, or, in the event that Prof. Simon
Benita is no longer an employee or consultant of the University, such other person as determined and appointed from time to time
by Yissum, whose appointment shall be subject to the Company's prior written approval, to supervise and to perform the Research,
if applicable. 



 


		1.4.18.	“Research Results” shall mean the results of the Research, including any patent
applications and patents (which shall be added to the list of Licensed Patents set forth on Appendix A), information, material,
results, devices or know-how arising from the Research.



 


		1.4.19.	“Sublicense” shall mean any grant by the Company or its Affiliates 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.



 


		1.4.20.	“Sublicense Consideration” shall mean any non-sales related proceeds or consideration
or benefit of any kind whatsoever, other than royalties on Net Sales, that the Company or an Affiliate may receive from a Sublicensee
as a direct result of the grant of a Sublicense or an option to obtain such Sublicense, and other than any direct equity financing
at market value or reimbursement of R&D costs actually expended by the Company, received by the Company from a Sublicensee.



 


		1.4.21.	“Sublicensee” shall mean any third party to whom the Company or an Affiliate
shall grant a Sublicense or option to obtain such Sublicense. For the sake of clarity, Sublicensee shall include any other third
party to whom such rights shall be transferred, assigned, or who may assume control thereof by operation of law or otherwise.



 


		1.4.22.	“Territory” shall mean Worldwide.



 


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




 




    	 



    	 



    

 


		1.4.24.	"Valid Claim" shall mean a claim (a) of any issued, unexpired patent which has
not been revoked or held unenforceable or invalid by a decision of a court or governmental agency of competent jurisdiction from
which no appeal can be taken, or with respect to which an appeal is not taken within the time allowed for appeal, and which has
not been disclaimed, denied or admitted to be invalid or unenforceable through reexamination, reissue, disclaimer or otherwise,
or (b) of any patent application that has not been cancelled, rejected, withdrawn or abandoned.



 


		2.	Research



 


		2.1.	The Company hereby undertakes to finance performance of the Research in accordance with the Research
Program or any amendment thereof.



 


		2.2.	The Research shall be conducted
                                         by and under the supervision of the Researcher. Should the Researcher be unable to complete
                                         the Research during the Research Period, for any reason, Yissum shall notify the Company
                                         of the identity of a suitable replacement researcher. If the Company does not object
                                         to the replacement researcher on reasonable grounds within twenty (20) days of this notification,
                                         the substitute researcher shall be deemed acceptable to the Company. Alternatively, the
                                         Company shall have the right to terminate Research, provided that (i) no monies paid
                                         to Yissum for the Research pursuant to the schedule set forth in section 2.3, below,
                                         will be refundable; and (ii) the Company shall be responsible for the payment of any
                                         accrued fees and expenses due to Yissum based on work duly performed up to the date of
                                         termination and those irrevocable commitments entered into by Yissum prior to having
                                         received the Company's written notice of termination, and (iii) the Company shall not
                                         bear any liability for such termination.



 


		2.3.	As compensation to Yissum for
                                         the performance of the Research described in Appendix B during the 12 (twelve) month
                                         period beginning on October 1, 2015 or at such other time as mutually agreed in writing
                                         between the parties (with the start of the Research being conditioned on the receipt
                                         of the first quarterly advance payment), the Company shall pay Yissum (subject to any
                                         earlier termination of the Research pursuant to section 2.2 above) as follows:



 


		2.3.1.	For such 12 (twelve) months
                                         of Research, the Company shall pay Yissum the Research Fee of four hundred thousand US
                                         Dollars ($400,000) (inclusive of overhead), plus VAT and any other applicable taxes.



 


		2.4.	Each Research Program shall be paid for during the applicable Research Period in quarterly advance
equal installments;. For the avoidance of doubt, the Company hereby agrees that the Research Program will not begin until the receipt
by Yissum of the first payment installment, and Yissum hereby agrees that no payment of Research Fees shall be made by the Company
prior to the execution of this Agreement.





    	 



    	 



    

 


		2.5.	Yissum shall have the right of first offer to conduct any additional research external to the Company
not included in the Research Program, which may be required by the Company to develop a Product, provided that there are employees
of the University competent and available to perform such additional research; provided further, that the Company may ultimately
decide to conduct the research internally or to select another external partner based on economic, regulatory or any other scientific
or business reasons.



 


		2.6.	For the avoidance of doubt, nothing herein shall prevent Yissum or the University or the Researcher
from obtaining further finance or grants from other entities for research regarding the Licensed Technology, provided that such
entities shall not be granted rights in the Research or Research Results prejudicial to the rights granted to the Company in this
Agreement, provided further, that the Company has been informed of such finance with sufficient prior notice and has not withheld
consent for strategic reasons.



 


		2.7.	The Research Results shall automatically be included in the Licensed Technology.



 


		2.8.	Within sixty (60) days of the end of each six (6) months of the Research Program, Yissum shall
present the Company with a written report from the Researcher summarizing the results, progress, significant findings and/or major
issues of the Research during the preceding six (6) months.



 


		2.9.	Nothing contained in this Agreement shall be construed as a warranty on the part of Yissum that
any results or inventions will be achieved by the Research, or that the Research Results, if any, are or will be commercially exploitable.
Yissum makes no warranties whatsoever as the commercial or scientific value of the Research Results.



 


		2.10.	The Company and the Researcher represent that any consulting-like agreement executed between the
Company and Researcher prior to the Effective Date, and/or any grant of benefits of any kind by the Company to the Researcher prior
to the Effective Date have been disclosed to Yissum. Furthermore, should the Company choose to (i) retain the services of the Researcher
or any other employee of the University as a consultant in connection with the Research or the License; or (ii) grant any benefit,
including but not limited to, cash payments or securities of any kind, to the Researcher or any other employee of the University,
it shall do so only through a written agreement executed between the Company and Yissum. Any consulting agreement will require,
among other things, that any intellectual property rights generated under such agreement will be governed by the terms of this
Agreement.



 




    	 



    	 



    




 


		3.	The License



 


		3.1.	Subject to the full performance by the Company of its obligations
in accordance with this Agreement, Yissum hereby grants the Company an exclusive license, with a right to sublicense as provided
for herein below, to make commercial use of the Licensed Technology, in order to develop, manufacture, market, distribute or sell
a Product, all within the Field and the Territory only, subject to and in accordance with the terms and conditions of this Agreement
(the “License”).



 


		3.2	Notwithstanding the provisions of section 3.1, above, Yissum,
on behalf of the University, shall retain the right (i) to make, use and practice the Licensed Technology for the University's
own internal research, educational and clinical purposes; (ii) to license or otherwise convey to other academic and not-for-profit
research organizations, for no charge other than
shipping fees, the Licensed Technology for use in non-commercial research; and (iii) to license or otherwise convey to any organization
the Licensed Technology, or any part thereof, for research and development relating to commercial applications outside the Field.




 


		4.	Term of the License



 


			The License shall end, if not earlier terminated pursuant to the provisions of this Agreement,
on a country-by-country, Product-by-Product basis, upon the later of: (i) the date of expiration of the last Valid Claim included
in the Licensed Technology that covers the particular Product; (ii) the end of any exclusivity on the Product granted by a regulatory
or government body; or (iii) the end of a period of 15 years from the date of the First Commercial Sale of the particular Product.
Should the periods referred to in subsections (i) or (ii) expire prior to 15 years from the date of the First Commercial Sale in
a particular country or countries, the license in that country or those countries shall be deemed a license to the Know-How. At
the end of the later of the periods set forth above, the Company shall have a fully-paid non-exclusive license to the Licensed
Technology. The Company shall have an irrevocable option to obtain an exclusive license to the Licensed Technology by agreeing
to pay Yissum fifty percent (50%) of the consideration set forth in section 7.2 and 7.5, below. 



 


		5.	Development and Commercialization



 


		5.1.	The Company undertakes, at its own expense, to use its best efforts to carry out the development,
regulatory, manufacturing and marketing work necessary to develop and commercialize Products in accordance with a written plan
and timetable for the development and the commercialization of Products a copy of which is attached to this Agreement as Appendix
C. The Development Plan may be modified from time to time by the Company as reasonably required in order to achieve the commercialization
goals set forth above, upon Yissum’s approval, which shall not be unreasonably denied, conditioned or delayed. All terms
and conditions of the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results.





    	 



    	 



    

 


		5.2.	The Parties shall establish a steering committee (the “Committee”) to oversee
the exercise of the License including the Company’s development efforts. Each Party shall be entitled to designate two representatives
to the Committee (the “Representatives”), which shall meet at least once every six (6) months. The Representatives
shall be bound by the confidentiality arrangements set out in this Agreement. The Company shall consult with Yissum, via Yissum's
Representatives, in respect of significant decisions related to the exercise of the License. For the avoidance of doubt, the Committee
shall be a forum for the exchange of information between the Parties with respect to the foregoing matters, shall act only in an
advisory capacity and shall not have decision-making powers.



 


The
Company shall (i) prepare and provide to Yissum via Yissum's Representatives with periodic written reports (“Development
Reports”) not less than once per every six (6) months from the Effective Date concerning
all material activities undertaken in respect of the exercise of the License, (ii) keep Yissum informed via Yissum's Representatives
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 reasonable 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 a summary of the Development Results
and any other related work performed by or on behalf of the Company or by or on behalf of any Affiliate or Sublicensee during the
six month period prior to the report. 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;
sales forecasts, if any have been made in the regular course of the Company's business; a description of any corporate transaction
involving the Products or the Licensed Technology; and shall detail all proposed changes to the Development Plan, including the
reasons therefore. 


 


		5.3.	The Company shall pursue the development and registration of commercially reasonable indications
or uses of the Product in the Field.



 


In the event that the Company
shall decide not to pursue the development of a particular indication or use of the Product, the Company shall use its best commercial
efforts to sublicense the particular indication or use of the Product.


 


		5.4.	Upon completion of the development of any Product, the Company undertakes to perform all commercially
reasonable actions necessary to maximize Net Sales of such Product on a regular and consistent basis. Payments of the License Maintenance
Fee as set forth in section ‎7, below, shall not release the Company from its obligation as stated in this section. 





    	 



    	 



    

 


If the Company
shall not commercialize the Products within a reasonable time frame, unless such delay is caused by (i) the requirements of a
regulatory authority; (ii) force majeure; 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 diligence and shall allow
the Company ninety (90) days to cure its failure of diligence. The Company's failure to cure within such ninety (90) day period
to Yissum's reasonable satisfaction shall be a material breach of this Agreement.


 


		6.	Sublicenses



 


		6.1.	of the Sublicense, which approval shall not be unreasonably withheld, conditioned or delayed. For
the avoidance of doubt, an agreement with a subcontractor in which the Company must grant the subcontractor the right to make use
of the Licensed Technology on behalf of the Company, and for which use the Company is required to pay or otherwise compensate the
subcontractor shall not be considered a Sublicense for purposes of this section 6.1.



 


		6.2.	Upon submission of its request to obtain the written consent of Yissum to a Sublicense, the Company
shall fully disclose and submit to Yissum all documentation relating to the Sublicense, adequately disclose to Yissum any other
business connection which it now has or is in the process of forming with the Sublicensee which may reasonably effect the decision
of the Company regarding terms and conditions of the Sublicense; and shall notify Yissum in writing, whether a proposed Sublicensee
is an Affiliate or is otherwise related to the Company. In addition, the Company shall provide Yissum with an executed copy of
the Sublicense (or Sublicense amendment, as the case may be) within ten (10) days of its execution. 



 


		6.3.	If the Company is unable or unwilling to serve or develop a potential market or market territory
for which there is another party willing to be a sublicensee, the Company will, at Yissum's request, negotiate in good faith a
sublicense with such party. 



 


		6.4.	Any Sublicense shall be dependent on the validity of the License and shall terminate upon termination
of the License.



 


		6.5.	The Company shall ensure that any Sublicense shall include material terms that bind the Sublicensee
to observe the terms of this Agreement, including, but not limited to, section 14, below, the breach of which terms shall be a
material breach resulting in the prompt termination of the Sublicense. In such an event, the Company undertakes to take all reasonable
steps to enforce such terms upon the Sublicensee, including the termination of the Sublicense. In all cases, the Company shall
immediately notify Yissum of any breach of the material terms of a Sublicense, and shall copy Yissum on all correspondence with
regard to such breach.





    	 



    	 



    

 


 


		6.6.	The Company shall require any Sublicensee to provide it with royalty reports that include at least
the detail that the Company is required to produce pursuant to section 8.2, below. Upon request, the Company shall produce such
reports to Yissum.



 


		6.7.	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.



 


		6.8.	For the avoidance of any doubt it is hereby declared that under no circumstance whatsoever shall
a Sublicensee be entitled to grant the Sublicense or any part thereof to any third party.



 


		7.	License Considerations



 


In
consideration for the grant of the License, the Company shall pay Yissum the following considerations throughout the term of the
License:


 


		7.1.	3% (three percent) on all Products except that with respect to
a particular Product: (a) if there is Generic Competition in a particular country with respect to such Product, then the Royalties
for that particular country and Product will be reduced to 1.5%; and (b) if there is no Licensed Patent in force anywhere in the
world, then the Royalties will be reduced to 1.5% world-wide (collectively: the “Royalties”).



 


 


		7.2.	An annual license maintenance fee, to be paid by the Company to Yissum beginning on the fifth year
anniversary of the Effective Date and each anniversary thereafter (the "License Maintenance Fee") within 30 (thirty)
days after the end of each calendar year. The annual License Maintenance Fee shall be thirty thousand US Dollars ($30,000)
in the first year, and shall increase each year by thirty percent (30%) of the immediately preceding year recent year each year
(i.e. $39,000 in the second year, $50,700 in the third year, $65,910 for the fourth year etc.) up to a maximum of one hundred thousand
US Dollars ($100,000) per year The License Maintenance Fee is non-refundable, but may be credited each year against Royalties payable
on account of Net Sales and/or Milestone Payments due within the same calendar year in which the Annual Maintenance Fee was paid.



 


		7.3.	The Company shall pay Yissum the following amounts (collectively: the “Milestone Payments”)
in connection with the achievement of the following milestones (whether by the Company or a Sublicensee) (collectively: the “Milestones”):



 




    	 



    	 



    

  


	Milestone	 	Payment
	Upon IND/IMPD (EU equivalent to IND) submission	 	Sixty thousand US dollars ($60,000)
	Upon first patient enrolled in Phase I	 	Ninety thousand US dollars ($90,000)
	Upon first patient enrolled in Phase II.	 	Two hundred and fifty thousand US dollars ($250,000)
	Upon first patient enrolled in Phase III	 	Five hundred thousand US dollars ($500,000)
	Upon FDA acceptance of an IND	 	Four hundred thousand US dollars ($400,000)
	Upon each of EMEA acceptance of an MAA	 	Two hundred thousand US dollars ($200,000)
	Upon First Commercial Sale in the US	 	Two million US dollars ($2,000,000)
	Upon First Commercial Sale in EU	 	One million US dollars ($1,000,000)


 


In the event that for any of
the above milestones the Company receives consideration from a Sublicensee for the particular milestone achievement, then the Company
shall pay Yissum the higher (not both) of: (a) the amount of the particular Milestone Payment; or (b) the amount of the Sublicense
Fees that are due for such Sublicensee Consideration paid to the Company.


 


		7.4.	Sublicense fees in the amounts of:



12% (twelve percent) of any
non-sales related consideration, except any direct equity financing at market value or reimbursement of R&D costs actually
expended by the Company, received by the Company from a Sublicense or an option to receive a Sublicense for Products and/or Licensed
Technology (collectively: “Sublicense Fees”)


 


		8.	Reports and Accounting



 


		8.1.	The Company shall give Yissum written notice of any Milestone achieved, Sublicense Consideration
received or First Commercial Sale made within 30 days of such event.



 


		8.2.	One (1) month after the end of each calendar quarter commencing from the earlier of (i) the First
Commercial Sale by the Company or an Affiliate; or (ii) the grant of a Sublicense or receipt of Sublicense Consideration, the Company
shall furnish Yissum with a quarterly report ("Periodic Report") detailing the total sales effected or Sublicense
Consideration received 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 sub-section (i) or (ii), above, have occurred, Periodic Reports shall be provided to Yissum
whether or not Royalties and Sublicense Fees are payable for a particular calendar quarter. The Periodic Reports shall contain
full particulars of all sales made by the Company, Affiliates or Sublicensees and of all Sublicense Consideration received, 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 and Sublicense Fees payable to be calculated accurately.



 




    	 



    	 



    

 


		8.3.	On the date prescribed for the submission of each Periodic Report, the Company shall pay the Royalties
and Sublicense Fees due to Yissum for the reported period. The Company shall pay Yissum each of the Milestone Payments
within one (1) month after the end of the calendar quarter in which the applicable Milestone was achieved. 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 of any analogous foreign tax, charge or
levy (if charged), applicable to the sale of Products shall be added to each payment in accordance with the statutory rate in force
at such time. All payments shall be made without withholding of taxes. Payments may be made by check or by wire transfer to the
following account:



 


Name of Bank:


Bank Key:


Bank's address:


Branch:


Bank account Number:


Swift Code:


IBAN:


 


		8.4.	The Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct
books of account in accordance with Generally Accepted Accounting Principles as required by international accounting standards
enabling the Royalties and Sublicense Fees and Milestone Payments 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 90 days of the end of each calendar year, detailing Net Sales
and Sublicense Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual Reports”).
The Annual Reports shall also include the Company's sales and royalty forecasts for the following calendar year, if available.



 


The Company
shall, and shall require and cause its Affiliates and Sublicensees to, retain the 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 or Sublicense Fees to
be paid for Royalties or Sublicense Fees previously paid on account of Net Sales or Sublicense Consideration, 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 and/or Sublicense Fees has ceased,
Yissum shall repay any Royalties or Sublicense Fees received on account of Net Sales and/or Sublicense Fees 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 “Representatives”) to inspect once
annually during normal business hours the Company’s, its Affiliates’ and Sublicensee's 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, Affiliate and Sublicensee
(as the case may be) in advance. In addition, Yissum may require that the Company, through the Representatives, 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 Representatives 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 pay the cost of such inspection.



 


		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 LIBOR plus five percent (5%).



 


		9.	Ownership



 


		9.1.	All rights in the Licensed Technology shall be solely owned by 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, except to the extent that an employee of the University, including, but not limited to, the Researcher, together with
an inventor of the Company, are properly considered an inventor of a patentable invention arising from the Development Results,
in which case such ownership shall be held jointly by the Company and Yissum, as appropriate.



 




    	 



    	 



    

 


		9.3.	Notwithstanding, Yissum will have the exclusive right to license such jointly owned Development
Results outside the Field upon the prior written approval of the Company (which approval shall not be unreasonably withheld), provided
that for all cases not covered by section 15.4 below, Yissum shall pay the Company eighteen percent (18%) of any Net Proceeds (as
such term is defined in section 15.4 below) received by Yissum from any third party in connection with such jointly owned Development
Results outside the Field. For the avoidance of doubt it is stated that should such third party consideration be paid for the jointly
owned Development Results together with other information, materials, know-how or technology, the Company’s 18% share shall
be from the amount of consideration apportioned only to the jointly owned Development Results.



 


		10.	Patents



 


		10.1.	Within sixty (60) days of the execution of this Agreement, the Company shall reimburse Yissum for
all previous, documented, not yet reimbursed expenses and costs (if any) relating to the registration and maintenance of the Licensed
Patents listed in Appendix A, where evidence of all such expenses and costs in the form of invoices and documents shall
be provided to the Company upon its request (the “Historical Patent Costs”). Should the Company exercise its
right pursuant to Section 10.8 below, prior to the payment of Historical Patent Costs, in respect to any of the Licensed Patents,
then the Company shall not be liable to pay the relevant portion of the Historical Patent Costs in respect thereto to Yissum.



 


		10.2.	Yissum, in consultation with the Company, shall be responsible for the filing, prosecution and
maintenance of the Licensed Patents and Joint Patents (as defined below) in the Territory, at the Company’s expense (the
“Ongoing Patent Costs”). Each application and every patent registration shall be made and registered in the
name of Yissum or, if an employee of the Company has an inventive part in a particular invention, jointly in the name of Yissum
and the Company (the “Joint Patents”). For the avoidance of doubt it is stated that where patents arise from
the Development Results, such patents shall be registered in the name of the Company, unless an employee of the University and
a representative of the Company are properly to be considered an inventor, in which case the patents shall be Joint Patents registered
jointly in the names of the Company and 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.	Subject to the above, the Parties shall consult and make every effort to reach agreement in all
respects relating to the manner of making applications 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 all final decisions with respect to the preparation,
filing, prosecution and maintenance of such patent applications and patents. 



 


		10.4.	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.



 


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



 


		10.6.	The Company, its Affiliates and Sublicensees shall mark all products covered by one or more of
the Licensed Patents with patent numbers (or the legend "patent pending") in accordance with the statutory requirements
in the country or countries of manufacture, use and sale. The Company shall ensure that its Sublicensee complies with the provisions
of this section.



 


		10.7.	If at any time during the term of this
Agreement the Company decides that it is undesirable, as to one or more countries, to prosecute or maintain any patents or patent
applications within the Licensed Patents, it shall give at least sixty (60) days written notice thereof to Yissum, and upon the
expiration of the sixty (60) 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). Thereafter, such patent(s) or application(s) shall be deleted from the Licensed Technology and Yissum shall be
free to grant rights in and to such patents or patent applications 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 patents or patent applications.



 


		10.8.	Upon the execution of this Agreement, the Company shall execute a letter of assignment concerning
its interest in any Joint Patents that will provide that such interest will be irrevocably and automatically assigned to Yissum
in the event that (i) the Company 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 Company; or (iii) the Company enters
into winding up or insolvency or bankruptcy proceedings; or (iv) the Company ceases operations; or (v) the Company fails to pay
the expenses of the prosecution or maintenance of any Joint Patents ; provided that in any such events Yissum shall pay the Company
as required by section 15.4 below.



 




    	 



    	 



    

 


		10.9.	The foregoing does not constitute an obligation or warranty 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, warranty, or declaration on the part of Yissum that a registered patent
will afford due protection. For the avoidance of doubt, the provisions of this Agreement and of Appendix A do not constitute a
representation or warranty 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, and Yissum hereby expresses that it has made no examination as to the
validity of the Licensed Patents..



 


		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 or Joint Patents (as the case may be) in the Territory,
together with any available written evidence of such alleged infringement.



 


		11.2.	The Company, its Affiliate or Sublicensee shall have the right
to prosecute in its own name and at its own expense any infringement of such Licensed Patents or Joint Patents (as the case may
be). Before the Company, its Affiliate or its Sublicensee commences an action with respect to any infringement, the Company shall
give careful consideration to the views of Yissum in making its decision whether or not to sue and, if relevant, make these views
known to its Affiliate or Sublicensee. The Company (or its Affiliate or Sublicensee, where relevant) shall keep Yissum reasonably
apprised of all developments in the action and shall seek Yissum's input and approval on any substantive submissions or positions
taken in the litigation regarding the scope, validity or enforceability of the Licensed Patents or Joint Patents (as the case may
be).



 


		11.3.	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, Yissum, at the Company's expense, may
be joined as a co-plaintiff. Regardless of whether Yissum is a legally indispensable party, Yissum, to the extent permitted by
law, and at its own cost, may elect to join the action as a co-plaintiff and shall jointly control the action with the Company,
its Affiliate or its Sublicensee. Irrespective of whether Yissum joins the action it shall provide reasonable cooperation to the
Company, its Affiliate or its Sublicensee. The Company shall reimburse Yissum for any 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.



 




    	 



    	 



    

 


		11.4.	If the Company, its Affiliate or its Sublicensee does not bring
an action against an alleged infringer pursuant to section 11.2, above, or has not commenced negotiations with said infringer for
discontinuance of said infringement within ninety (90) days after learning of said infringement, Yissum shall have the right, but
not the obligation, to bring an action for such infringement. If the Company has commenced negotiations with said infringer for
the discontinuance of said infringement with such ninety (90) day period, the Company shall have an additional period of ninety
(90) days from the end of the first ninety (90) day period to conclude its negotiations before Yissum may bring an action for said
infringement. 



 


		11.5.	No settlement, consent judgment or other voluntary disposition
of an infringement suit may be entered without the consent of Yissum, which consent shall not be unreasonably withheld, conditioned
or delayed. For the avoidance of doubt, should Yissum bring an action as set forth in section 11.4, above, it shall have the right
to settle such action by licensing the Licensed Technology or Joint Patents (as the case may be), or part of it, to the alleged
infringer.



 


		11.6.	Any award or settlement payment resulting from an action initiated
with 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.



 


		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 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 or the Licensed Patents relating
thereto or Joint Patents (as the case may be). Each Party shall notify the other immediately upon learning of any such action,
claim or demand as aforesaid.



 


		12.	Confidentiality



 


		12.1.	Each Party warrants and undertakes that during the term of this Agreement and subsequent thereto,
it shall maintain full and absolute confidentiality, and shall also be liable for its officers or employees or representatives
maintaining absolute confidentiality, concerning all information, details and data which, via disclosure by the other Party, is
in or comes to its knowledge or that of its officers, employees, representatives or any person acting on its behalf directly or
indirectly relating to the Research, the Licensed Technology, Yissum, the University, the Researcher and their employees or the
Company. Each Party undertakes not to convey or disclose anything in connection with the foregoing to any entity without the prior
written permission of the disclosing Party.



 




    	 



    	 



    

 


		12.2.	The obligation contained in this section shall not apply to: (i) information which is in the public
domain as of the date of this Agreement or hereafter comes into the public domain through no fault of the receiving Party, its
officers, employees, representatives or persons acting on its behalf; (ii) information which the receiving Party can establish
by competent proof was already in its possession at the time of its receipt and was not acquired directly or indirectly from the
other party, and (iii) information received from third parties who were lawfully entitled to disclose such information.



 


		12.3.	Notwithstanding the above, the receiving party may disclose details and information to its officers,
employees, representatives or persons acting on its behalf, Affiliates and Sublicensees, as necessary for the performance of its
obligations pursuant to this Agreement, provided that it procures that such parties execute a confidentiality agreement substantially
similar in content to this section 12.



 


		12.4.	Without prejudice to the foregoing, the Company shall not mention the name of the University or
Yissum, 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.



 


		12.5.	Yissum shall procure that the Researcher and any other person connected with it with regard to
the License execute a confidentiality agreement, or are otherwise bound by confidentiality and non-disclosure obligations, substantially
similar in content to this section 12.



 


		12.6.	As a precondition to any Sublicense, the Company shall ensure that the Sublicensee procures that
the Sublicensee's officers, employees, representatives or persons acting on the Sublicensee's behalf are bound by a written confidentiality
agreement, or are otherwise bound by confidentiality and non-disclosure obligations, substantially similar in content to this section
12.



 


		12.7.	The provisions of this section shall be subject to permitted publications pursuant to section 13,
below.



 


		12.8.	The provisions of this Section 12 shall in no event prevent the Company, its Affiliates and Sublicensees
from disclosing any Licensed Technology to regulatory authorities or other governmental agencies in support of any application
for regulatory approvals or any amendments thereof for Licensed Products and whenever required under any applicable law, nor will
they prevent the Company from disclosing the terms hereof in the course of due diligence inquiries by potential investors, subject
to execution of standard confidentiality undertakings, nor will prevent Yissum from actualizing its rights set out in sections
9.3 and/or 15.5 of this Agreement. A disclosure by the receiving Party of confidential information in response to a valid order
by a court or other governmental body, or as otherwise required by law, and to such extent necessary, shall not be considered to
be a breach of this Agreement, provided, however, that the receiving Party shall provide the disclosing Party with prompt prior
written notice such order or requirement.



 




    	 



    	 



    

 


		13.	Publications



 


		13.1.	Yissum shall ensure that no publications in writing, in scientific journals or orally at scientific
conventions relating to the Research ,the Licensed Technology in the Field, 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 its Researcher, without first
seeking the written consent of the Company.



 


		13.2.	The Company undertakes to reply to any such request for publication by Yissum within 45 days of
its receipt of a request in connection with the publication of articles in scientific journals, and within 7 days of its receipt
of a request in connection with article abstracts. The Company may only decline such an application upon reasonable grounds, which
shall be fully detailed in writing.



 


		13.3.	Should the Company decide to object to publication as provided in sub-section 13.2, 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 patent applications (or other intellectual property rights protection) or the removal of the Company’s confidential
information, after which publication will be automatically permitted.



 


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



 


		13.5.	For the avoidance of doubt, the provisions of this section in connection with the prohibition against
publication shall not apply to internal publication made in the University for the Researcher and University employees provided
that such persons are subject to written obligations of confidentiality substantially similar to those set forth in section 12.



 




    	 



    	 



    

 


		14.	Representations, Liability and Indemnity



 


		14.1.	TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO
WARRANTIES OF ANY KIND 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 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 OR SERVICE. YISSUM SHALL HAVE
NO 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,
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, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (i)
THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY PRODUCT OR SERVICE; (ii) THE
USE OF THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.



 


		14.2	The Company shall be liable for any loss, injury or damage whatsoever caused to its employees or
to any person acting on its behalf or to the employees of Yissum or to any person acting on its behalf or the Researcher and his/her
team, or to any third party by reason of the Company's acts or omissions pursuant to this Agreement or by reason of any use made
of the Licensed Technology, the Development Results or any Product, except where such loss, injury or damage resulted from the
gross negligence or willful misconduct of Yissum or any of its employees, including the Researcher and his/her team.



 


		14.3	The Company undertakes to compensate, indemnify, defend and hold harmless Yissum or any person
acting on its behalf or any of its employees, consultants or representatives or the University or the Researcher and his/her team
(herein referred to as “Indemnitees”) against any liability including, without limitation, product liability,
damage, loss or expenses, including reasonable legal fees and litigation expenses, incurred by or imposed upon the Indemnitees
by reason of its acts or omissions or which derive from the use, development, manufacture, marketing, sale or sublicensing of any
Product or Licensed Technology, except where such liability resulted from the gross negligence or willful misconduct of Indemnitees.



 




    	 



    	 



    

 


		14.4	The Company shall procure and maintain, at its sole cost and
expense, policies of comprehensive general liability insurance in amounts not less than (i) $5,000,000 per incident and $5,000,000
annual aggregate during the period that any Product is being tested in clinical trials prior to commercial sale; and (ii) $10,000,000
per incident and $20,000,000 annual aggregate during the period that any Product is being commercially distributed or sold. Such
policy shall name the Indemnitees as additional insureds. 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. If the Company elects to self-insure all or part of the limits described above (including deductibles or retentions
which are in excess of a $250,000 annual aggregate), such self-insurance program shall include assets or reserves which have been
actuarially determined for the liabilities associated with this Agreement and must be reasonably acceptable to Yissum.




 


The
minimum amounts of 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. 


 


		14.5	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.



 


		14.6	The Company shall maintain, at its own expense, liability insurance as set forth in section 14.4,
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.









 


		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 60 days; or (ii) a receiver or liquidator is
appointed for the other Party; or (iii) the other Party enters into winding up or insolvency or bankruptcy proceedings. Each of
the Parties undertakes to notify the other within seven days if any of the abovementioned events occur.



 


			



		15.1.2	Upon breach of this Agreement, where such breach has not been remedied within thirty (30) days
from the breaching Party's receipt of the written notice.



 




    	 



    	 



    

 


		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 immediately upon written notice to the Company in the following
circumstances:



 


		15.2.1	Unauthorized early termination by the Company of the Research Program or failure to pay the Research
Fee as set forth in section 2.3., above.



 


		15.2.2	Non-performance or a delay of over than 90 days in the performance of the Development Plan.




 


		15.2.3	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 60 days of the date the attachment is made or the execution proceedings are taken.



 


		15.2.4	Uncured lapse of insurance coverage under section 14 above;



 


		15.2.5	Failure to defend against third party claims as required under section ‎11 above;



 


		15.2.6	A claim by the Company, made in any forum, claiming that one or more of the Licensed Patents are
invalid or unenforceable; or



 


		15.3	Upon termination of this Agreement for any reason other than the expiration of its term, 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.



 


			The Company shall return or transfer to Yissum, within 14 days of termination of the License,
                                                                             all material, in soft or hard copy, relating to the Licensed Technology or Products connected with the License, and it may
                                                                             not make any further use thereof. In case of termination as set out herein, 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	Upon the termination of the Agreement for any reason other than the expiration of its term or the
uncured breach by Yissum (as set forth in section 15.1.2 above), the Company shall transfer and assign to Yissum all of the Development
Results (including, for the avoidance of doubt, the Company's rights and title in and to the Joint Patents) and any information
and documents, in whatever form, relating thereto. The Company shall fully cooperate with Yissum to effect such transfer and assignment
and shall execute any document and perform any acts required to do so.



 




    	 



    	 



    

 


			In the event that the Development Results transferred and assigned to Yissum as set forth in
                                                                              this sub-section 15.4 shall be licensed to a third party and shall generate license fees and/or royalties and/or Sublicense
                                                                              fees to Yissum, then subject to the Company having complied and continuing to comply with all its obligations under this
                                                                              Agreement which remain in existence following termination of the License as aforesaid, Yissum shall pay to the Company 25%
                                                                              (twenty-five percent) of the Net Proceeds actually received by Yissum in respect of such license to third party, until such
                                                                              time as the Company shall have received, in aggregate, the full amount of the documented capital investment actually expended
                                                                              out-of-pocket by the Company in order to generate the Development Results, less any amounts received or receivable by the
                                                                              Company from third parties in connection with the Licensed Technology or Development Results prior to the transfer and
                                                                              assignment of the Development Results to Yissum, as certified by external independent auditors agreed upon by the Parties
                                                                              (the “Development Reimbursement”). Yissum shall pay to the Company amounts, if any, payable under this
                                                                              sub-section 15.4, within ninety (90) days of receipt of the relevant Net Proceeds.



 


			For the purpose of this section, “Net Proceeds” means royalties or license
                                                                              fees actually received by Yissum in respect of such license with a third party (excluding funds for research and/or
                                                                              development at the University or payments for the supply of services) after deduction of all costs, fees and
                                                                              expenses incurred by Yissum in connection with such license (including, without limitation, patent costs, and all attorneys
                                                                              fees and expenses and other costs and expenses in connection with the negotiation and conclusion of such license).



 


		15.5	Notwithstanding the foregoing, neither the termination of this Agreement for any reason nor the
expiration of the License shall release the Company 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.



 


			In addition, sections 7, 8, 9, 12, 14, 15, 16, 17 and 18 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



 


			The provisions of this Agreement and everything concerning the relationship between the Parties
in accordance with this Agreement shall be governed by Israeli law and jurisdiction shall be granted only to the appropriate court
in Jerusalem.



 




    	 



    	 



    

 


		17	Arbitration



 


		17.1	Notwithstanding and in addition to the provisions of section 16, above, all differences of opinion
and disputes arising between the Parties in connection with the Agreement or its interpretation or its performance or breach, shall
be referred for the decision of a single arbitrator, whose identity shall be determined by mutual consent of the Parties.



 


		17.2	Should the Parties not reach agreement as to the identity of the arbitrator within 14 days of request
by either Party for the appointment of an arbitrator, the arbitrator shall be appointed by the Chairman of the Jerusalem District
Committee of the Israel Bar Association on the application of either of the Parties.



 


		17.3	The arbitration shall be held in Israel. The proceedings before and all documents submitted to
such arbitrator shall be in the English language. The arbitrator shall not be bound by the civil procedure regulations and laws
of evidence but shall base his/her decision on the substantive law of Israel and shall give grounds for his/her decision. The arbitrator
shall be empowered to grant temporary injunctions and orders, which shall be enforceable in foreign jurisdictions, in accordance
with section 16, above.



 


		17.4	The decision of the arbitrator shall be final and binding upon the Parties, and shall be enforceable
in foreign jurisdictions.



 


		17.5	The execution of this Agreement shall constitute the execution of an Arbitration Agreement.



 


		18	Miscellaneous



 


		18.1	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.



 


		18.2	Assignment. The Parties may not transfer or assign or endorse their rights or duties or
any of them pursuant to this Agreement to another, without the prior written consent of the Party, which consent shall not be unreasonably
denied, conditioned or delayed; provided that the Company may transfer or assign or endorse such rights to a party acquiring all
of the business to which this Agreement relates and provided that the assignee acknowledges in writing the terms and conditions
of this Agreement and agrees to be bound by such terms and conditions.



 




    	 



    	 



    

 


		18.3	No waiver. The failure or delay of a Party to the Agreement to claim the performance of
an obligation of the other Party shall not be deemed a waiver of the performance of such obligation or of any future obligations
of a similar nature.



 


		18.4	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.



 


		18.5	Legal Costs. Each Party shall bear its own legal expenses involved in the making of this
Agreement. 



 


		18.6	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.



 


		18.7	Taxes. Monetary amounts mentioned in this agreement do not include Value Added Tax (VAT)
or any other taxes or withholding. Value Added Tax, if due, on any and all payments due or payable by one Party to another Party
pursuant to the terms hereof shall be paid by the paying Party against submission of appropriate tax invoice. Any withholding or
other taxes shall be borne by the Company and not reduce the amounts that would otherwise have been paid Yissum.



 


		18.8	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 including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or
not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or
delays in acting by any governmental authority or other Party 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.



 




    	 



    	 



    

 


		18.9	Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.



 


		18.10	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.



 


		18.11	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.



 


		19	Notices



 


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


 


Yissum


Yissum Research Development
Company


of the Hebrew University of
Jerusalem,


P.O. Box 39135,


Jerusalem 91390


Israel


 


The Company – Immune
Pharmaceuticals Ltd.


 


8 Shaul Hamelech Blvd.


Amot Mishpat Building, Suite 294


Tel Aviv 64732


Israel


 


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 days after being posted by prepaid
registered mail. Any notice sent by facsimile shall be deemed to have been received by the next business day after receipt of confirmation
of transmission.


 






    	 



    	 



    

 





IN WITNESS THE HANDS OF THE PARTIES


 


	YISSUM	THE
    COMPANY 



 





	By:	/s/ Yaacov Michlin 	 	By:	/s/ Daniel Teper	 
	 	 	 	 	 	 
	Name: Yaacov Michlin  	 	Name: Daniel Teper	 
	 	 	 	 
	Title: Chief Executive Officer	 	Title: Chief Executive Officer	 
	 	 	 	 	 	 
	Date: June 28, 2015 	 	Date: June 29, 2015	 







  





	By:	/s/ Ariela Markel 	 
	 	 	 
	Name: Ariela Markel 	 
	 	 	 
	Title: VP Licensing, Biotechnology 	 
	 	 	 
	Date: June 28, 2015