Exhibit
10.14


 


CERTAIN
INDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE
HARM TO BIOMX LTD. IF PUBLICLY DICSLOSED. OMISSIONS ARE DENOTED IN BRACKETS THROUGHOUT THIS EXHIBIT.


 


Addendum
to an Unprotected Lease Contract from 24th May 2017


 


prepared
and signed in ____ on the _____ day of the month of _______ 2020


 


Between


 


		1.	AFI
Properties Ltd. (25.3%)

 of 4 Derech Hachoresh, Yehud



 


		2.	Ef-Shar
Ltd. (34.7%) 

of 4 Derech Hachoresh, Yehud



 


		3.	Weizmann
Institute of Science (hereinafter – the “Institute”) (40%) at the Weizmann Institute of Science
Assets and Development (Mul Nof) Ltd. Beit Sagan, Weizmann Institute of Science, Herzl St 234, Rehovot By Afi Properties Ltd.
and/or Ef-Shar Ltd. (hereinafter – “AFI”) By virtue of power of attorney signed by the Institute on 26th
October 2015 (hereinafter together, distinctly from “jointly and severally” – the “Lessor”)



 


The
first party;


 


And


 


BiomX
Ltd.

B.N: 515220556 

(Hereinafter – the “Lessee”)


 


The
second party;


 


		Whereas	an
                                         unprotected lease contract was signed between the Lessor and the Lessee on 24th
                                         May 2017 with its appendices and addendums (hereinafter together: the “Lease”),
                                         by virtue of which the Lessee leases from the Lessor an area of [**] (hereinafter: “Area
                                         A”) and [**] (hereinafter: “Area B”) in the Science Park
                                         in Ness Ziona (hereinafter respectively: the “Lease", the “Leased
                                         Property” and the “Park”); and



 


		Whereas	The
                                         Lessee has requested the termination of the lease in Area A and Area B (hereinafter:
                                         the “Returned Area”) from the Lessor on the determining date, as defined
                                         below; and



 


		Whereas	The
                                         Lessee has requested from the Lessor to rent an additional area [**] (hereinafter: “Area
                                         C”) and an additional area [**] (hereinafter: “Area D”)
                                         within the boundaries marked in red in the drawing attached to this addendum as Appendix
                                         A (Area C and Area D shall be referred to together below as the “Additional
                                         Area”); and



 


		Whereas	The
                                         Lessor has agreed to the Lessee’s aforesaid requests, all in accordance with the
                                         details and conditions stipulated in this addendum below.



 


It
is therefore agreed and stipulated between the parties as follows:


 


		1.	The
preamble and the appendices to this addendum form an inseparable part thereof.



 


		2.	Each
                                         term appearing in this addendum shall have the meaning given to it in the Lease, unless
                                         expressly stated otherwise.



 




     


     


    

 


		3.	Termination
of the Lease in the Returned Area



 


		3.1	Subject
                                         to the fulfillment of the provisions of this addendum by the Lessee, the Lease of the
                                         Returned Area will be terminated on 31st March 2021 (hereinafter: the “Determining
                                         Date”) and the Lessee will be subject to all of the provisions of the Lease
                                         regarding vacating the Returned Area.



 


		3.2	Notwithstanding
                                         the provisions of section 3.1 above, [**]. For the avoidance of doubt, the provisions
                                         of the Lease, including the termination of the Lease and the vacating of the Lessee,
                                         shall also apply in relation to [**].



 


		3.3	The
                                         Lessee hereby declares and undertakes that until no later than the Determining Date [**],
                                         they will vacate the Returned Area, in accordance with the vacating provisions set forth
                                         in the Lease, when it is free from all persons and objects, as stated in the Lease.



 


		3.4	The
                                         Lessee declares and hereby confirms that they are aware that as of the Determining Date,
                                         the Returned Area will be leased and handed over to a new lessee/new lessees (hereinafter:
                                         the “New Lessee”). The Lessee also declares that they are aware that
                                         any delay in their vacating of the Returned Area, for any reason, will cause a delay
                                         in the commencement of the New Lessee’s lease in the Returned Area, for all that
                                         it entails. The Lessee hereby undertakes to indemnify the Lessor, at their first request
                                         in writing by law that has not been delayed, for any damage and/or expense incurred to
                                         them in connection with any delay in vacating the Returned Area, in whole or in part,
                                         for a reason dependent on the Lessee only.



 


		4.	The
Additional Area



 


		4.1	The
                                         Lessee hereby leases to the Lessee and the Lessee hereby leases from the Lessor, the
                                         Additional Area as defined above under the terms of the Lease, mutatis mutandis, subject
                                         to the conditions in this addendum above and below.



 


		4.2	The
                                         area of Area C, for the purposes of payments according to the Lease and this addendum,
                                         [**]when it is clarified that this area includes the load due to the relative share of
                                         the Additional Area in the public areas in the building due to their joint use.



 


		4.3	The
                                         area of Area D, for the purposes of payments according to the Lease and this addendum,
                                         [**], when it is clarified that this area includes the load due to the relative share
                                         of the Additional Area in the public areas in the building due to their joint use.



 


The
Lessee declares that as of the date of signing this addendum, they are not aware of any defect or fault in the Additional Area.


 


		5.	The
Lease Period in the Additional Area



 


		5.1	The
lease period in the Additional Area will begin on 1st September 2020 (hereinafter: the “Delivery Date”)
and will end [**] (hereinafter: the “Lease Period in the Additional Area”).



 


The
Additional Area will be handed over to the Lessee on the Delivery Date in its condition as is without the Lessor making any work
and/or adjustments to it. The Lessee declares that as of the date of signing this addendum, they are not aware of any defect or
fault in the Additional Area.


 




    2


     


    

 


Delay
in the delivery of the Additional Area due to reasons dependent on the Lessor and/or those on their behalf will delay and postpone
the actual Date of Delivery but not the Lessee's obligations from the Date of Delivery stated above and hereafter, including regarding
their obligations to pay rent and management fees, etc. and payments in respect of the Additional Area, in accordance with the
provisions of the lease and this addition (without prejudice to section 8 below). The parties agree that insofar as there is an
impediment in receiving the Additional Area on the Date of Delivery for a reason dependent on the Lessor or Transferor, as stated
in the tripartite agreement attached as Appendix ___, the Date of Delivery and the Determining Date will be postponed accordingly
until the impediment is removed. To the extent that there is a delay in handing over possession of the Additional Area for a reason
dependent on the said Lessee or transferor, the parties agree that the Lessee will continue to lease the occupied area and seize
possession of it, in accordance with the provisions of the Lease and all the dates stated in this addendum will be postponed accordingly.
In addition, to the extent that the delay in handing over possession of the Additional Area for a reason dependent on the Lessor
or transferor is more than [**], each of the parties will be entitled to cancel this addendum by giving written notice at the
end of the [**]and on that date only. If no notice is given on this date by any of the parties, this will constitute a waiver
by the parties of the possibility of cancellation in these circumstances as stated.


 


In
the event of cancellation of the said addendum, the Lessee will continue to lease the Returned Area and will continue to occupy
it until the end of the Lease and will continue to fulfill all their obligations in relation to the Returned Area, including making
payments, all in accordance with the Lease.


 


		6.	Additional
Lease Period in the Additional Area



 


Subject
to the fulfillment of the conditions listed below, [**]


 


		1.	If
the Lessee has not breached during the Lease Period in the Additional Area any of his obligations under this contract, a breach
which has not been remedied on the date stipulated in this agreement, insofar as such date has been stipulated in the agreement,
including and without derogating from the aforesaid generality, all payments applicable to them under this agreement shall be
paid, in full and on time.



 


		2.	There
                                         are no legal proceedings or arbitration proceedings or disagreements between the parties
                                         regarding the fulfillment of the Lessee's obligations under the lease agreement and this
                                         addendum.



 


		3.	The
                                         Lessor did not receive, at least three (3) months before the end of the Lease Period
                                         in the Additional Area, a letter by registered mail from the Lessee, informing [**].



 


		4.	[**]all
                                         the insurances and collateral under this contract, and presented them to the Lessor,
                                         [**].



 


(The
Lease Period in the Additional Area [**] will be referred to together hereinafter as the “Lease Period”).


 


At
the end of the Lease Period in the Additional Area and/or the end of the Lease Period, [**]the Lessee's Lease in the Additional
Area will come to an end and the provisions of the Lease regarding the termination of the Lease and the vacating of the Lessee
will apply.


 


		7.	Rental
and Service Fees



 


		7.1	The
                                         rent to be paid by the Lessee for the Additional Area during the Lease Period in the
                                         Additional Area and the Additional Lease Period will be [**]of the Additional Area per
                                         month, plus VAT, with this amount linked to the consumer price index published on 15
                                         May 2020 in respect of April 2020 (hereinafter: the “Basic Index”).



 


		7.2	The
                                         service fee to be paid by the Lessee for the additional area will be customary from time
                                         to time in the building, and will be paid plus VAT and linked to the Basic Index in the
                                         acceptable manner in the building. Without derogating from the aforesaid, it should be
                                         noted that [**].



 




    3


     


    

 


		7.3	The
                                         rental and service fees for the Additional Area will be paid on the dates and in the
                                         manner specified in the Lease.



 


		7.4	For
                                         the avoidance of doubt, it is clarified that all other obligations and payments applicable
                                         to the Lease under the lease agreement, including (but not limited to) property taxes,
                                         electricity, water and any payment to any third party, will also apply to the Additional
                                         Area, all in accordance with the Lease.



 


		8.	[**]



 


[**].


 


[**].




 


The
Lessor hereby notifies the Lessee that they have a banker's lien and have registered in their favor a first lien in respect of
the land on which the Leased Property is built. The aforesaid shall not derogate from the rights of the Lease under this agreement.


 


		9.	Construction
Budget



 


It
is agreed that the Lessor will participate in the cost of carrying out construction work in the Additional Area only and up to
a total amount of [**] (hereinafter: the “Lessor's Participation in the Construction”), which will be paid
to the Lessee in the manner and conditions accepted by the Lessor, [**], in return for presenting a legal tax invoice prepared
in the name of the Lessor. The Lessee undertakes to bear alone any additional cost that may be required as part of the construction
work on the Leased Property. The parties agree that the responsibility for carrying out the construction work on the Leased Property,
for all that it entails, including planning and coordination with any relevant party required, will rest solely on the Lessee
and the lessor undertakes to sign any documents regarding the construction work as required, as part of their signature as owner
in the additional area, provided that this does not impose any financial and/or other obligation on them. It is hereby clarified
and agreed that the Lessor's participation in the construction work on the Leased Property as specified above does not impose
on the Lessor any liability and/or responsibility in connection with the planning and/or execution of the works on the Leased
Property, and the Lessee hereby declares that they will be solely responsible for any approval and/or permit required by law,
and will also be responsible for the execution and planning of the construction work on the Leased Property. The Lessee hereby
declares and confirms that they do not have and will not have any claim and/or demand and/or lawsuit against the Lessor in this
context, except in the case of malice and/or negligence on behalf of the Lessor.


 


For
the avoidance of doubt, the Lessor is not required to carry out any adjustment and/or renovation and/or construction work on the
Leased Property themselves.


 


For
the avoidance of doubt, it is hereby clarified that the construction budget as defined below, is determined [**] (and without
detracting from the Lessor's rights in this case in case of breach of contract by the Lessee), an amount equal to [**]of the construction
budget [**].


 


Construction
budget refund:


 


During
the first Lease Period, the Lessee will pay, at a monthly rate, the construction budget reimbursement, at a rate of [**] (hereinafter:
the “Construction Budget Reimbursement”)


 


It
is agreed that the collateral provided by the Lessee to the Lessor in accordance with the provisions of this agreement will also
be used to secure the Lessee's undertakings in respect of the aforesaid, all without prejudice to any other relief and/or remedy
reserved to the Lessor under this contract and/or any applicable law.


 


It
is clarified that the above does not constitute consent and/or approval to shorten the Lease Period for any purpose.


 




    4


     


    

 


		10.	Parking
Spaces



 


		10.1	From
the Date of Delivery and during the Lease Period in the Additional Area, the Lessee may use, for parking purposes only, [**]to
be allocated by the Lessor [**] (hereinafter respectively: the “Parking Spaces” and the “Parking Lot”).
The Lessor will be entitled to change, subject to 3 days' prior notice to the Lessee, from time to time, the location of the Parking
Spaces, at their sole discretion, subject to providing notice to the Lessee and provided it is done in coordination with the Lessee,
without the Lessee having any claim and/or lawsuit and/or demand in connection in this regard.



 


		10.2	In
                                         respect of each of the Parking Spaces, the Lessee will pay the Lessor a sum in the amount
                                         of [**], with this amount linked to the Basic Index plus VAT (hereinafter: the “Parking
                                         Fee”).



 


		11.	Bank
Guarantee



 


To
ensure the fulfillment of all obligations of the Lessee according to this addendum and according to the Lease, and as a precondition
for delivery of possession in the Additional Area by the Lessee, the Lessee will provide the Lessor, no later than the Date of
Delivery in the Additional Area, an autonomous bank guarantee in the amount of ___ NIS (hereinafter: the “Supplementary
Guarantee”) which will join the existing bank guarantee at the hands of the Lessor. It is clarified that all the provisions
of the lease agreement regarding the bank guarantee will apply, respectively, to the Supplementary Guarantee, including the manner
of realization, the date and the conditions for returning the guarantee to the Lessee. The sum of the Supplementary Guarantee
will be linked to the Basic Index. If the Supplementary Guarantee is not issued on such date, this addendum shall be considered
null and void and the Lessee will not have any claim and/or demand and/or lawsuit in connection therewith. The Supplementary Guarantee
will be used by the Lessor together with the balance of the collateral deposited with the Lessor to secure the Lessee's obligations
in accordance with the Lease and in accordance with this addendum.


 


Without
derogating from the aforesaid, and insofar as the Lessor chooses not to cancel this addendum, then failure to deposit the Supplementary
Guarantee on the date stated in this section above will postpone the date of delivery of possession in the Additional Area but
not the Lessee's charges under this addendum and under the Lease.


 


		12.	The
validity of the Lessee's insurance under the Lease will be extended in accordance with this addendum so that they apply to the
additional Area throughout the Lease Period in the Additional Area, the Lessee undertakes to present to the Lessor, until the
date of commencement of the Lease Period in the Additional Area, the insurance certificates attached to the Lease when they are
signed by their insurer.



 


		13.	It
                                         is agreed that a breach of this addendum will constitute a breach of the Lease for all
                                         intents and purposes and that a breach of the Lease will constitute a breach of this
                                         addendum.



 


		14.	Except
                                         for the matters specified and regulated explicitly in this addendum, all the provisions
                                         of the Lease will continue to apply to the Lessor in the Leased Property and in the Additional
                                         Area.



 


		15.	Each
                                         term mentioned in this addendum shall have the meaning given to it in the Lease, unless
                                         otherwise expressly provided in this addendum.



 






    5


     


    

 


In
witness whereof the parties have signed:


 


	/s/
    Jonathan Solomon, CEO	 	/s/ Ariel Goldstein
	/s/
Marina Wolfson, SVP Finance and Operations	 	/s/ Avi Barzilay 
	Biomx
    Ltd.	 	Ef-Shar
    Ltd.
	The
    Lessee	 	AFI Properties
Ltd.
	 	 	The
    Lessor


 




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