EXHIBIT 10.29

         

        AGREEMENT

      

      
         

        THIS AGREEMENT, made and
entered into as of May 1, 2010, is by and between Hadasit Medical Research
Services & Development Co. Ltd. (“Hadasit”), P.O. Box 12000,
Jerusalem Israel 91120 and Medgenics Medical Israel, Ltd., a company with an
address at Teradion Business Park, Misgav Israel 20179 (the “Company”).

      

      
         

        WITNESSETH


      

      
         

        WHEREAS, Hadassah Medical
Organization (“HMO”) owns and operates
the Hadassah National Facility at the Ein Kerem Hospital (the “LAB”) according to GMP Standards,
and

      

      
         

        WHEREAS, Hadasit is authorized
to promote the services of the LAB and HMO’s employees and to enter into
agreements to provide the services of the LAB by HMO employees to researchers
and developers of Bio-Technologies, and

      

      
         

        WHEREAS, Company engages in
research and development in the field of tissue and genetic engineering and has
developed a Process as defined herein (“the Process”); and

      

      
         

        WHEREAS, as part of the
development of the Product (as hereinafter defined) for the purpose of
conducting clinical trials, the Company is interested to execute, in
coordination with Hadasit in the LAB the Work Plan annexed as Schedule
A hereto by
conducting the Process and using the Materials at the LAB (all of which shall
jointly be referred to herein as “the Work”)

      

      
         

        WHEREAS, Hadasit is interested
in providing the Company with the services of the LAB and HMO employees under
the terms and conditions set forth herein;

      

      
         

        WHEREAS, the parties herein
are willing and able to perform their respective obligations with respect to the
Work (as further described herein) under the terms set forth
below.

      

      
         

        NOW, THEREFORE, it is hereby
agreed between the parties as follows:

      

      
         

        1.   Preamble,
Schedules and interpretation:

      

      
         

        
          	
                  1.1

                	
                  The
      preamble to this Agreement and the Schedules thereto form an integral part
      thereof. In the event of a contradiction between the provisions of this
      Agreement and the Schedules, the provisions of this Agreement shall
      prevail.

                


        

      

      
         

        
          	
                  1.2

                	
                  Headings
      of clauses of this Agreement are intended for orientation only and shall
      not be used for the purpose of
interpretation.

                


        

      

      
         

        
          	
                  1.3

                	
                  The
      capitalized terms specified below shall have the following
      meaning:

                


        

      

      
         

        
          	
                	
                  1.3.1

                	
                  The “Work Sheet” shall
      mean a detailed sheet specifying the precise manner in which the Work
      shall be performed at the LAB, which shall include, among others, the
      Company’s SOPs. Such Work Sheet and any amendment thereto shall be subject
      to the prior approval of the SOG with respect to the GMP related aspects.
      Such approval shall not be
construed

                


        

      

      
         

        
          
            
            

          

          
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        so as to
derogate from the Company’s responsibilities hereunder. The current Work Sheet
is attached hereto as Schedule
B to this
Agreement.

      

      
         

        
          	
                	
                  1.3.2

                	
                  The “Company’s Supervisor”
      shall mean Dr. Baruch Stern and other Company employees trained
      according to section 4.4 herein, or such other person designated by the
      Company [and reasonably acceptable to Hadasit], with sufficient background
      in the Company’s technology.

                


        

      

      
         

        
          	
                	
                  1.3.3

                	
                  The “Company’s Contact Person”
      shall mean Dr. Baruch Stern and Dr. Avi Rimler, or another person
      which may be designated by the Company subject to Hadasit’s prior
      approval, not to be unreasonably
withheld.

                


        

      

      
         

        
          	
                	
                  1.3.4

                	
                  The “Common Areas of the LAB”
      shall mean those areas of the LAB that are intended for the use of
      all the users of the LAB, including the Company, as set forth herein. Such
      areas are rooms no. 2, 3, 6, 7, 8, 10, 11, 12, 15, 17, 18, 19, 20, 24, 26
      and 27 in the drawing attached as Schedule
      D
  hereto.

                


        

      

      
         

        
          	
                	
                  1.3.5

                	
                  The “Dedicated Lab”
      shall mean a class 10,000 laboratory within the LAB, which includes
      a class 100 biohazard hood. The Dedicated Laboratory shall be designated
      upon commencement of the Work as in the drawing of the LAB attached as
      Schedule
      D hereto. The
      equipment included in the Dedicated Lab is as specified in Schedule
      D-1 attached
      hereto.

                


        

      

      
         

        
          	
                	
                  1.3.6

                	
                  “GMP Standards” shall
      mean the Good Manufacturing Practice regulations determined by the U.S
      Food and Drugs Association as shall be updated from time to time and
      applied by the Supervisor of
GMP.

                


        

      

      
         

        
          	
                	
                  1.3.7

                	
                  The “LAB” shall mean the Hadassah National
      Facility operated according to GMP
Standards.

                


        

      

      
         

        
          	
                	
                  1.3.8

                	
                  The “LAB Assistant”
      shall mean Dikla Bezalel & Orit Daniel or another employee
      designated by Hadasit.

                


        

      

      
         

        
          	
                	
                  1.3.9

                	
                  The “Product” shall mean
      EPODURE (Biopump/hEPO).

                


        

      

      
         

        
          	
                	
                  1.3.10

                	
                  The
      “Process” shall
      mean: tissue manipulations for producing
  EPODURE.

                


        

      

      
         

        
          	
                	
                  1.3.11

                	
                  “Supervisor of GMP” or “SOG”
      shall mean the person in charge of the operation of the LAB to be
      designated from time to time by HMO. On the date hereof, Dr. Linda Rasooly
      is the Supervisor of GMP.

                


        

      

      
         

        
          	
                	
                  1.3.12

                	
                  “SOPs” shall mean the LAB’s standard
      operation procedures that are set forth in Schedule
      E hereto.

                


        

      

      
         

        
          	
                	
                  1.3.13

                	
                  “Company’s
      SOPs” shall mean the
      Company’s standard operational procedures that were prepared by the
      Company and approved by the SOG with respect to GMP related aspects and
      are set forth in Schedule
      F hereto.

                


        

      

      
         

        
          
            
            

          

          
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        Any
change in the Company's SOPs shall be subject to the prior approval of the SOG,
which shall not be unreasonably withheld. The SOG's approvals under this section
shall not be construed so as to derogate from the Company's responsibilities. In
any contradiction between the Company's SOPs and the SOPs, the SOPs shall
govern.


      

      
         

        
          	
                	
                  1.3.14

                	
                  The “HMO
      Employees”:
      jointly, shall mean those employees assigned to the conduct of the
      Work, who may include the LAB Assistant, the SOG (as set forth in Section
      1.3.11 hereto) or additional employees required in the opinion of the SOG
      for the conduct of the Work.

                


        

      

      
         

        
          	
                	
                  1.3.15

                	
                  The “Work”
      shall mean the production of the Product by the execution of the
      Work Plan set forth in Schedule A
      hereto, by conducting the Process at the LAB in accordance with the
      GMP Standards, the SOPs, the Work Plan and the Work
  Sheet.

                


        

      

      
         

        
          	
                	
                  1.3.16

                	
                  The “Work
      Plan”
      - shall mean the plan that specifies the timetables and the
      different stages of Work (including specification of the dates in which
      the Company's Supervisor attends at the Dedicated Lab), which was prepared
      by the Company and approved by Hadasit and which is specified in Schedule
      A
      attached hereto, which shall not be amended without Hadasit's prior
      written approval, which approval shall not be unreasonably withheld. The
      timetables may be changed according to the specific needs of the Work via
      mutual agreement. Any delay caused by the Company shall automatically
      extend the timetables.

                


        

      

      
         

        
          	
                	
                  1.3.17

                	
                  “The Work
      Period”
      shall mean the term as defined herein and any Extended
      Term.

                


        

      

      
         

        2.    Substance
of this Agreement:

      

      
         

        2.1            The
Work will be carried out by the Company employees and LAB Assistant subject to
their availability, under the supervision of the Company's Supervisor at the
Dedicated Lab and under the supervision of the SOG during the Work Period
according to the GMP Standards, the SOPs, the Work Sheet and the Work Plan at
the LAB, and as is further described in Section 4 hereto. The SOG's contribution
to the project shall be as set forth in Section 4.2 hereto.

      

      
         

        2.2            The
Company's Supervisor shall participate in the Work as set forth in Section 4.4
hereto, provided he or she has completed the Training as set forth in Section
4.4 hereto.

      

      
         

        2.3            A
prior condition for the Work to commence shall be the completion of the
Company's Training for the SOG and the LAB Assistant (or other HMO Employees) as
set forth in Section 4.3 hereto.

      

      
         

        2.4            Hadasit
shall provide the Dedicated Lab and the Common Areas of the LAB according to the
terms specified herein for purpose of the Work.

      

      
        


        
          
            
            

          

          
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        2.5            The
Company shall be responsible for the sterility of any materials brought by the
Company into the LAB for purposes of the Work prior to their insertion thereto
and shall examine such materials and any tissues provided to it after the
completion of the Work prior to any further use thereof at its own
responsibility. The aforementioned notwithstanding, the Company does not warrant
that Tissues brought to the LAB will be sterile at the time of insertion to the
LAB

      

      
         

        2.6            The
Company shall pay to Hadasit the Payment specified in Section 12 hereto and
shall be the sole owner of the Propriety Data as set forth in Section
13.

      

      
         

        3.   Parties
Representations

      

      
         

        
          	
                	
                  3.1 

                	
                  Each
      of the Parties hereby represents and warrants as to itself as
      follows:

                


        

      

      
         

        
          	
                	
                  3.1.1

                	
                  It
      has the legal capacity and authority to execute and deliver this
      Agreement, to perform hereunder and to consummate the transactions
      contemplated hereby without the necessity of any act or consent of any
      other person or authority
whomsoever.

                


        

      

      
         

        
          	
                	
                  3.1.2

                	
                  Neither
      the execution or the delivery of this Agreement by it nor the closing of
      the transactions contemplated hereby is prohibited by or violates any
      provision of, and will not result in a breach of, any law, rule or
      regulation applicable to it or any undertaking towards a third
      party.

                


        

      

      
         

        
          	
                	
                  3.2 

                	
                  The
      Company hereby also represents and warrants to Hadasit
    that:

                


        

      

      
         

        
          	
                	
                  3.2.1

                	
                  It
      has all the necessary expertise and knowledge to perform all its
      obligations pursuant to this
Agreement.

                


        

      

      
         

        
          	
                	
                  3.2.2

                	
                  That
      the Work, the Product and the execution or production thereof according to
      the work procedures set forth herein, conform to every law, rule,
      regulation, code of conduct, and common practice that may be applicable
      and that any such law, rule, regulation, code of conduct or common
      practice will be communicated to Hadasit, generally and on a case by case
      basis.

                


        

      

      
         

        
          	
                	
                  3.2.3

                	
                  That
      it has reviewed the LAB's procedures and SOPs and found them adequate and
      satisfactory for the purpose of the Work and this
    Agreement.

                


        

      

      
         

        
          	
                	
                  3.2.4

                	
                  That
      the conduct of the Work hereinunder shall not create any interruption with
      the regular course of the operation of the LAB nor shall it cause any
      hazard to HMO's and/or Hadasit's premises, equipment, personnel, other
      materials or other products.

                


        

      

      
         

        
          	
                	
                  3.2.5

                	
                  That
      the Company retains all intellectual property rights in the Process, the
      Work and the Product; that to the Company's knowledge the Company is not
      in breach of the intellectual property rights of any third party; that in
      performing its obligations under this Agreement, the Company is not
      breaching the provisions of any law and/or the rights of any third
      party;

                


        

      

      
        


        
          
            
            

          

          
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        and that
the Company is not aware of any outstanding claim(s) of infringement of any
intellectual property rights including without limitation any patent, copyright,
or trade secret related to the Process, the Product or the Work made or pending
against the Company.


      

      
         

        
          	
                	
                  3.3 

                	
                  Hadasit
      hereby also represents and warrants to the Company
  that:

                


        

      

      
        


        
          	
                	
                  3.3.1 

                	
                  It
      has all the necessary expertise and knowledge to perform all of its
      obligations
      pursuant to this Agreement and that its actions hereunder will conform to
      every law, rule, regulation, code of conduct, and common practice that may
      be applicable including, without limitation, GMP Standards, SOPs, the Work
      Sheet, the Company's SOPs and the Work Plan, the provisions of this
      Agreement and HMO's procedures and
regulations.

                


        

      

      
         

        4.   Scope of
Work

      

      
         

        
          
            	
                    4.1

                  	
                    The
      SOG, the LAB Assistant or other HMO Employees as defined below and the
      Company's Supervisor(s) and/or the Company's employees shall execute the
      Work Plan in compliance with the SOPs, the Work Sheet and the Work Plan,
      the GMP Standards, the provisions of this Agreement and HMO's procedures
      and regulations. Unless otherwise expressly specified, each party shall be
      liable for the performance of its own personnel, as well as for breaches
      of the Work Sheet, the SOPs, the Work Plan or this Agreement or to the
      negligence or intentional misconduct
thereof.

                  


          

        

      

      
         

        
          	
                  4.2

                	
                  The
      Work shall be conducted by the Company's employees headed by the Company's
      Contact Person and with the assistance of the LAB Assistant under
      supervision of the SOG. In addition, the SOG may approve that the
      Company's Supervisor(s) participates in the Work, as set forth herein in
      section 4.5, such approval not to be unreasonably withheld. The SOG's
      contribution to the conduct of the Work (other than supervision) shall be
      based on the actual needs of the Work as shall be determined by the SOG at
      her discretion. The SOG may assign to the Work other HMO Employees if in
      her opinion they are required for the Work, and provided they are
      qualified under the Company's Training as set forth
  below.

                


        

      

      
         

        
          	
                  4.3

                	
                  Company's
      Training: The Company shall train the SOG and the LAB Assistant
      (and such other HMO Employees as the SOG deems fit) in order to qualify
      them to conduct whatever portions of the Work is agreed between the
      Company and the SOG from time to time. After the Company's Training is
      completed, the Company shall test the HMO Employees' knowledge of such
      materials and approve the commencement of said Work by such persons.
      Hadasit shall not involve in said Work any of HMO employees that are not
      trained by the Company as aforementioned. Hadasit, HMO, the SOG and any of
      HMO's Employees who were trained by the Company shall not be held liable
      for any act or omission that was done by them in compliance with said Work
      and the Training.

                


        

      

      
        


        
          
            
            

          

          
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                    4.4

                  

                	
                  
                    
                    
Hadasit's
      Training - Prior to the involvement of the Company's Supervisor(s)
      with the conduct of the Work in the LAB, the SOG shall train the Company's
      Supervisor(s) in the LAB (the “Training”). After such Training is
      completed, the SOG shall test the Company's Supervisor's knowledge in this
      respect and approve his or her participation in the Work. The SOG may
      determine at her sole discretion that the Company's Supervisor or any of
      them have failed to gain sufficient knowledge, retest them or demand their
      replacement by others. It is clarified, however, that although the SOG
      shall be responsible to include in the Training sufficient information,
      the Training shall not cast on Hadasit, HMO or the SOG any responsibility
      as to the actual knowledge acquired by the Company's Supervisor that has
      not been expressly tested or as to their future use of any such knowledge,
      and is only meant for Hadasit's internal procedures. Nor shall such
      Training derogate from the Company's responsibilities and liabilities
      hereunder.

                


        

      

      
         

        
          	
                  
                     

                  

                	
                  
                    
                    
The
      Company's Supervisor(s) may observe and participate in the conduct of the
      Work subject to the SOG's approval which shall not be unreasonably
      withheld. In any aspect related to this Agreement and the Work, the
      Company's Supervisor(s) shall act in compliance with the SOPs, the Work
      Sheet, the Company's SOPs and the Work Plan, the GMP Standards, the
      provisions of this Agreement and HMO's procedures and regulations, as may
      be communicated to him during the Training or subsequent thereto. The
      Company represents and acknowledges that any deviation from the
      aforementioned might cause severe damages to Hadasit, to the LAB and to
      the other parties who use the LAB. Upon any breach by the Company of the
      above undertakings resulting in any contamination of the LAB, Hadasit
      shall be entitled to liquidated damages in the amount of US$100,000 from
      the Company, all without derogating from its other remedies under this
      Agreement and any law.

                


        

      

      
        


        
          
            	
                    4.5

                  	
                    As
      part of the Work, the Company shall provide the LAB with human body
      tissues (“Tissues”) that need to be manipulated at
      the LAB. The SOG may refuse to work with any such Tissues if in her
      professional opinion they are hazardous to the LAB. It is clarified that
      Hadasit does not undertake that any of the Tissues to be provided by the
      Company shall be found suitable for use in the LAB, without derogating
      from Hadasit's rights
hereunder.

                  


          

        

      

      
         

        
          	
                  
                    4.6

                  

                	
                  
                    
                    
After
      the Work at the LAB is completed, the Tissues shall be returned to the
      Company for further use, however the Company shall be solely responsible
      to test the sterility of such Tissues after the completion of the Work
      with respect thereof or for any use thereof, and Hadasit disclaims any
      representations in this respect. Hadasit shall not be deemed liable if
      after the completion of the Work the Tissues are not sterile, and in any
      event the Company must ensure the condition of the Tissues for any further
      use after the completion of the
Work.

                


        

      

      
         

        
          	
                  
                    4.7

                  

                	
                  
                    
                    
The
      Company shall be solely and exclusively responsible for the Work Plan, the
      Product and the release of batch(es) (beyond such procedures included in
      the SOPs which must be complied with in any event), acceptance or
      rejection of the Product at its different phases, and for complying with
      all relevant written standards and instructions as set forth herein. As
      specified in the Company SOPs, the SOG, and a second person designed by
      the Company to serve as backup
in

                


        

      

      
        


        
          
            
            

          

          
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        case of
lack of availability of the SOG, will review the results of the release criteria
testing and will sign on the release of the Product if all tests meet the
specified release criteria.

      

      
         

        
          	
                  
                    4.8

                  

                	
                  
                    
                    
The
      Company shall provide Hadasit with the equipment detailed in Schedule
      G hereto and shall be responsible for its maintenance so that it is
      kept in good condition suitable for the conduct of the Work throughout
      this entire Agreement.

                


        

      

      
         

        
          
            	
                    
                      4.9

                    

                  	
                    
                      
                      
The
      LAB Assistant and the Company's Supervisor(s) involved in the work shall
      report to the SOG as set forth in the SOPs and the Work Sheet. The
      Company's Supervisor(s) shall execute the instructions of the SOG. None of
      the above shall cast on Hadasit or the SOG any responsibilities not
      expressly mentioned herein and shall not derogate from the Company's
      responsibilities and undertakings under this
  Agreement.

                  


          

        

      

      
         

        
          	
                  
                    4.10 

                  

                	
                  
                    
                    
The
      Company shall provide Hadasit, promptly upon Hadasit's request or without
      such request, with any and all of the information that is necessary at
      Hadasit's sole discretion or that is reasonably required in the opinion of
      the Company for the efficient conduct of the Work in accordance with GMP
      Standards and the SOPs as set forth
herein.

                


        

      

      
         

        
          	
                  
                    4.11

                  

                	
                  
                    
                    
Notwithstanding
      anything to the contrary herein, Hadasit and the SOG may at any time
      during the Work and without prior notice freeze the conduct of the Work or
      evacuate the LAB from any materials provided hereunder if in their
      professional discretion the continuation of the Work may damage the LAB or
      other persons using it. The SOG and Hadasit shall promptly notify the
      Company of such event.

                


        

      

      
         

        5.  
Coordination and
communication.

      

      
         

        
          	
                	
                  
                    5.1 

                  

                	
                  
                    
                    
Each
      party shall assign to the Work a contact person. The current contact
      persons are the Company's Contact Person and the SOG. Such contact persons
      shall be responsible to any coordination and communication between the
      Company and Hadasit under this Agreement and any communication with a
      contact person shall be deemed to be a communication with the party
      represented by such contact
person.

                


        

      

      
        


        
          	
                	
                  
                    5.2

                  

                	
                  
                    
                    
Access to the
      Dedicated Lab:

                


        

      

      
         

        
          	
                	
                  5.2.1 

                	
                  The
      Work shall be conducted by the Company's Employees during the LAB's
      normal business days and hours (Sunday through Thursday from 8:00am until
      16:00pm) (“Standard
      Working Hours”), unless the Work requires
      other days (Friday or Saturday) or hours, in which case the Company must
      adequately coordinate with the SOG said non-Standard Working Hours. Such
      extra effort and the consideration in respect thereof are agreed to by the
      parties. The Company is aware that the LAB Assistant is commonly present
      during Standard Working Hours only and that the availability may vary,
      pending other LAB Assistant's
obligations.

                


        

      

      
        


        
          
            
            

          

          
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                  5.2.2

                	
                  Company's
      Supervisor(s) shall be allowed access to the Dedicated Lab during the
      times in which the Company's Employees conduct the Work as set forth in
      Section 5.2.1 above. Request will be made for at least two keys to the
      outer main entrance of the LAB, to be given to the Company's Supervisor(s)
      upon availability.

                


        

      

      
         

        
          	
                	
                  5.2.3

                	
                  At
      any given time, not more than 3 qualified persons on behalf of Hadasit and
      the Company will be present at the Dedicated Lab with priority to the
      required HMO Employee(s).

                


        

      

      
         

        
          	
                	
                  
                    5.2.4

                  

                	
                  
                    
                    
Hadasit
      and the SOG shall in good faith assist and cooperate with the Company's
      employees or representatives or with representatives of relevant
      authorities (including FDA) in any audit to be held in the LAB whether
      during the Work or subsequent thereto (at the Company's expense), subject
      to prior coordination with the SOG and instructions of the SOPs with
      respect to such procedures. The Company shall receive immediate
      notification of any pending or current
audit.

                


        

      

      
        


        
          	
                	
                  5.3 

                	
                  Access to the
      LAB: The Company's Supervisor(s)'s access to the Common
      Areas
      of the LAB shall be governed by the SOPs during such times as set forth in
      Section 5.2.1 above. The Company's Supervisor(s) shall not enter off-limit
      areas without first obtaining the written approval of the SOG, which shall
      not be unreasonably withheld.

                


        

      

      
        


        6.   Maintenance
of the LAB:

      

      
         

        
          	
                  6.1

                	
                  Hadasit
      represents that on the date hereof, the LAB and the Dedicated Lab are in
      good condition and that during the Work it shall remain in such good
      condition, suitable for the purpose of this
  Agreement.

                


        

      

      
         

        
          	
                  6.2

                	
                  Nothing
      contained herein shall cast upon Hadasit or HMO any liability to purchase
      any additional equipment or to upgrade any existing
    equipment.

                


        

      

      
         

        
          	
                  6.3

                	
                  As
      specified in the LAB SOPs, the Dedicated Lab will be cleaned by HMO
      Employees on each day of Work activity. In addition, in the case of Work
      activity for multiple patients on a single day, the Dedicated Lab will be
      cleaned by a Company's designee after the Work on each patient. In such
      cases, the Company will coordinate at least one day in advance with the
      SOG and shall incur all associated costs of the cleaning. Company's
      cleaning designee shall be guided by the SOG prior to entering the
      LAB.

                


        

      

      
         

        
          	
                  6.4

                	
                  To
      the extent possible under the circumstances, Hadasit shall use its best
      efforts to coordinate with the Company any maintenance that may materially
      interfere with the regular course of the
Work.

                


        

      

      
         

        
          	
                  6.5

                	
                  The
      Company shall be liable for any damage caused to Hadasit's equipment by
      the Company's Supervisor(s) or due to the breach of the provisions of this
      Agreement by the Company.

                


        

      

      
         

        
          	
                  6.6

                	
                  The
      Company Employees shall be responsible for the Dedicated Lab cleaning at
      the end of a working day that ends off-Standard Working
    Hours.

                


        

      

      
         

        
          
            
            

          

          
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        7.      Amendments and
changes:

      

      
         

        
          	
                  7.1

                	
                  Hadasit
      shall be entitled to amend the SOPs and the Company shall adjust the Work
      to any such amendment(s). However, prior to any such change, Hadasit shall
      inform the Company thereof, and as to the Effective Date at which time it
      shall be effectuated, and grant to the Company a review period of at least
      30 days. At the end of such review period, the Company may either (i)
      notify Hadasit of the termination of the Agreement as of the Effective
      Date or (ii) inform Hadasit of its acceptance of the change, in which case
      the SOG shall train the Company's Supervisor if needed and this Agreement
      shall apply mutatis
      mutandis. If the Company does not respond to Hadasit's notice of
      the anticipated amendment, it shall be deemed to have accepted
      it.

                


        

      

      
         

        
          	
                  7.2

                	
                  At
      its discretion, Hadasit may require the Company to amend the Company's
      documents (including without limitation: the Work plan, the Work Sheet,
      the Company's SOPs or other documents related to the Work) in order to
      ensure that they comply with the SOPs or with the GMP Standards. In such
      event, the procedures set forth in Section 7.1 shall apply, mutatis mutandis.
      However, for as long as the Company's documents and/or procedures
      are not amended as aforementioned, Hadasit shall be entitled to freeze the
      Work until such amendment is effectuated. The aforementioned is not
      designed to cast on Hadasit any further liabilities under this
      Agreement.

                


        

      

      
         

        
          	
                  7.3

                	
                  The
      Company may from time to time change the Work Plan, the Company's SOPs and
      the Work Sheet, provided however that such change is coordinated with the
      SOG and approved by Hadasit and the SOG prior to any implementation
      thereof, which approval shall not be unreasonably
  withheld.

                


        

      

      
         

        8.   Records
and Reports:

      

      
         

        
          	
                  8.1

                	
                  The
      Company's and HMO's employees shall keep such records, manage such
      documentation and report to the SOG or to the Company, all as set forth in
      the SOPs and the Work Sheet.

                


        

      

      
         

        
          	
                  8.2

                	
                  Without
      derogating from the Company's undertakings hereunder, during the entire
      Work Period, including any extension thereof, the Company shall promptly
      notify the SOG of the occurrence of any of the
  following:

                


        

      

       

      
        
          	
                	
                  8.2.1

                	
                  Any
      event that requires notification of the SOG under the SOPs or the
      Company's SOPs.

                


        

      

      
         

        
          	
                	
                  8.2.2

                	
                  Any
      other event that is significant or is not in the regular course of events
      or might cause any hazard or damage or contamination or interruption to
      the LAB and its users.

                


        

      

      
         

        
          	
                  8.3 

                	
                  The
      Company shall fill in and file any form and report required under the
      SOPs.

                


        

      

      
        


        
          
            
            

          

          
            9 of
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                  8.4 

                	
                  Hadasit
      shall promptly inform the Company of any event within its knowledge
      which
      reflects problems, errors and deviations associated with the conduct of
      the Work at the LAB.

                


        

      

      
         

        
          	
                  8.5 

                	
                  The
      Company shall not be charged for Agreement periods during which it
      is impossible
      to use the LAB if such impossibility was directly caused by conditions in
      Hadasit's or HMO's control or within their responsibility (such as
      strikes, construction works, failure of the LAB systems, etc.). Under the
      above circumstances, The Company shall in good faith use its best efforts
      to take the required actions for it to renew the
  Work.

                


        

      

      
         

        9.   Quality
Control and Efficacy of the Product, Use of Work Products:

      

      
         

        The
Company is solely responsible for quality control and for the efficacy of the
Product. In addition and notwithstanding anything to the contrary herein, the
Company shall be solely liable and responsible for any use of the Work's
products (including the Tissues) provided to it by Hadasit according to this
Agreement.

      

      
         

        10.   Materials
and Items:

      

      
         

        
          	
                	
                  10.1

                	
                  Hadasit
      and the Company shall be responsible for providing those items and
      materials listed in Schedule
      H hereto opposite
      their name (the “Materials”).

                


        

      

      
         

        
          	
                	
                  10.2

                	
                  The
      Company hereby warrants that any of the Materials provided or to be
      provided by it hereunder is suitable for use under GMP
      Standards.

                


        

      

      
         

        
          	
                	
                  10.3

                	
                  The
      Materials supplied by the Company shall be stored in the LAB, according to
      Hadasit's SOPs at no additional charge, and according to the
      manufacturer's recommendations, should there be any. For Materials
      supplied by the Company which need refrigerated storage or frozen storage,
      dedicated storage space in a refrigerator/freezer shall be provided for
      use by the Company.

                


        

      

      
         

        11.   No
Employer-Employee Relations

      

      
         

        Nothing
contained in this Agreement shall be construed as employee-employer relations
between the Company's Supervisor(s) (or other representatives of the Company)
and Hadasit and/or HMO and/or Hadasit's or HMO's personnel and the Company or
vise versa.

      

      
         

        12.   Consideration

      

      
         

        In
consideration of the fulfillment of Hadasit's obligations pursuant to this
Agreement, the Company agrees to pay to Hadasit the total sum indicated in Schedule
I hereto on such dates and
manner as set forth therein (the “Payment”).

      

      
         

        13.   Proprietary Data, Company
Confidential Information, Confidentiality

      

      
         

        
          	
                	
                  13.1  

                	
                  Subject
      to sections 13.2 and 13.3 hereto, the Product, the Process and all data
      obtained in the performance of the Work and all results derived therefrom
      and

                


        

      

      
        


        
          
            
            

          

          
            10 of
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        including,
without limitation, ideas, inventions, techniques, improvements, know-how or
other technology or associated intellectual property relating to the Work,
whether or not patentable (the “Proprietary
Data”) including any right to use it shall
be the exclusive property of the Company.

         

      

      
        
          
            	
                    
                    

                  	
                    13.2

                  	
                    Hadasit
      and its employees hereby assign and transfer to the Company any and
      all right,
      title and interest in such Proprietary Data and agree to take all further
      acts reasonably
      required, at the Company's expense, to convey title in such
      property to
      the Company and/or to assist the Company to perfect and protect such
      rights.

                  


          

        

      

      
         

        
          	
                	
                   

                	
                  
                    
                    
In
      the event the Company is unable, after reasonable effort, to secure the
      signature of Hadasit, HMO any of their employees on any document needed to
      apply for, or prosecute or enforce any patent, copyright, or other right
      or protection relating to Proprietary Data, such individuals and HMO
      hereby designate and appoint the Company and its duly authorized officers
      and agents to act as agent and attorney-in-fact for and on their behalf to
      execute, verify and file any documents and to do all other lawfully
      permitted acts with the same legal force and effect as if executed by
      them. Such appointment shall be irrevocable, for the benefit of a third
      party to which the Company assigned any of its rights hereof, and coupled
      with an interest.

                


        

      

      
         

        
          	
                	
                  13.3

                	
                  In
      the event that Hadasit's reasonable assistance is required in order to
      enable the Company to perfect or protect the Company's rights in the
      Proprietary Data, Hadasit and the SOG shall, at the Company's expense,
      reasonably provide the Company with such assistance provided, however,
      that such assistance does not cause the disclosure or infringement of the
      LAB's confidential methods/procedures, proprietary information and/or
      other intellectual property
rights.

                


        

      

      
         

        
          	
                	
                  13.4

                	
                  For
      purpose of this Section 13.4, the Company's Confidential Information shall
      mean all Proprietary Data, information, and Materials furnished to Hadasit
      by the Company whether in writing or orally or in any other media for
      purposes of the Work.

                


        

      

      
         

        Hadasit
shall maintain in strict confidence any and all of the Company's Confidential
Information and shall use it solely for the purpose of this Agreement. The
foregoing confidentiality obligations shall not apply to Information that: (i)
is at the time of disclosure in the public domain, or (ii) becomes part of the
public domain thereafter other than through a violation by Hadasit or its
employees of this obligation of confidentiality or (iii) is disclosed to Hadasit
and/or the SOG and/or the LAB Assistant by a third party through no violation of
any confidential obligation to the Company.

      

      
         

        
          
            	
                  	
                    13.5

                  	
                    The
      Company shall maintain in strict confidence any and all
      information disclosed
      to its employees, agents and other personnel including the Company’s Supervisor(s)
      whether in writing or orally or in any other media with respect
      to the
      LAB's methods, procedures, know-how, equipment and/or any other
      business secrets
      or information that are confidential in their nature (“Hadasit Information”). The foregoing confidentiality
      obligations shall not apply to Information
      that: (i) is at the time of disclosure in the public domain, or
      (ii) becomes
      part of the public domain thereafter other than through a violation by
      the

                  


          

        

      

      
        


        
          
            
            

          

          
            11 of
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        Company
or its employees of this obligation of confidentiality or (iii) is disclosed to
the Company or the Company's employees by a third party through no violation of
any confidential obligation to Hadasit.

      

      
         

        14.   Publications

      

      
         

        
          	
                	
                  14.1

                	
                  Any
      publication by Hadasit with respect to the Work, Product or Process shall
      require prior written approval of the Company, which approval shall not be
      unreasonably withheld. In any such publication, Hadasit shall include
      appropriate acknowledgement of the
Company.

                


        

      

      
         

        
          	
                	
                  14.2

                	
                  Subject
      to Section 14.3 hereto, the Company shall include appropriate
      acknowledgement and credit to HMO, the LAB and the SOG in any publication
      relating to the Work in whichever media it is
  utilized.

                


        

      

      
         

        
          	
                	
                  14.3

                	
                  Notwithstanding
      anything to the contrary herein, the Company shall not use the names of
      Hadasit, HMO or the SOG without Hadasit's prior written
      approval.

                


        

      

      
         

        15.   Liability,
Indemnification and Insurance

      

      
         

        
          	
                	
                  15.1

                	
                  The
      Company warrants and confirms that it has prepared the Work Plan and the
      Work Sheet including without limitation the manufacturing instructions,
      the Company's SOPs and the Product Specifications and that it is solely
      and exclusively responsible for the
same.

                


        

      

      
         

        
          	
                	
                  15.2

                	
                  The
      sole responsibility of Hadasit and the HMO Employees shall be to conduct
      the Work in compliance with the SOPs and the Work Sheet and this
      Agreement. Except as expressly set forth herein, Hadasit and/or HMO shall
      not have any liability or responsibility whatsoever with respect to the
      Product, the Work, any accompanying materials or any use thereof. Without
      derogating from the foregoing, Hadasit and/or HMO and/or the SOG shall not
      bear any responsibility for the use or failure of the Work's products and
      results and shall not be liable for any act and/or omission on the part of
      the Company and/or Company's Supervisor(s) in carrying out the
      Work.

                


        

      

      
         

        
          	
                	
                  15.3

                	
                  Disclaimer
      of Warranty. Without derogating from the aforementioned, Hadasit
      disclaims all warranties, either express or implied, with respect to the
      Work and the Product, including without limitation implied warranties of
      merchantability, efficacy and fitness for a particular purpose. The entire
      risk arising out of the performance of the Work and the Product and the
      use of the results and products of the Work and any accompanying materials
      remains solely with the Company, and the Company shall be solely
      responsible for any use of the Work and/or the
  Product.

                


        

      

      
         

        
          	
                	
                  15.4

                	
                  Exclusion
      of consequential damages.
      Neither party shall be liable (whether under contract, tort (including
      negligence) or otherwise) to the other party, or any third party for any
      indirect, special or consequential damages, including, without limitation,
      any loss or damage to business earnings, lost profits or goodwill and lost
      or damaged data or documentation, suffered by any person, arising
      from

                


        

      

      
        


        
          
            
            

          

          
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        and/or
related to this agreement, even if such party is advised of the possibility of
such damages.

      

      
         

        
          	
                	
                  15.5

                	
                  Limitation
      of Liability.
      Without derogating from the above, if Hadasit is found liable
      (whether under contract, tort (including negligence) or otherwise), the
      cumulative liability of Hadasit for all claims whatsoever related to the
      Work or the Product or otherwise arising out of this Agreement, shall not
      exceed the amounts actually paid to Hadasit under this
      Agreement.

                


        

      

      
         

        
          	
                	
                  15.6

                	
                  Indemnification;
      legal defense.
      The Company shall indemnify, defend and hold harmless HMO, Hadasit,
      the SOG, the HMO Employees engaged in the Work (each, an “Indemnitee”), promptly upon their first
      demand, from and against any loss, damage, liability and expense
      (including legal costs) in connection with any third party arising out of
      or resulting from the performance or production of the Work or the Product
      or any accompanying materials or the use of the Product or the Work or the
      results or products thereof or of any accompanying materials, including
      damages suffered by Hadasit's or HMO's employees as a result of their
      exposure to the Process or Product or Materials introduced by the Company
      for the purpose of the Work. The indemnification undertaking under this
      Section 15.6 shall be subject to the
following:

                


        

      

      
         

        
          	
                	
                  15.6.1

                	
                  That
      the respective damage was not caused by the negligence or intentional
      misconduct of an Indemnitee. In the event of mutual responsibility, the
      indemnification shall be proportionally
reduced.

                


        

      

      
         

        
          	
                	
                  15.6.2

                	
                  That
      the Company is notified in writing as soon as practicable under the
      circumstances of any complaint or claim potentially subject to
      indemnification and that the Indemnitees cooperate with the Company, at
      its expense, with respect to such
claims.

                


        

      

      
         

        
          
            	
                  	
                    15.7

                  	
                    A
      condition precedent for this Agreement to become effective shall be that
      the Company
      purchases an insurance policy with such coverage satisfactory
      to Hadasit
      (the “Policy”).
      The Company undertakes to maintain such insurance during
      the term of this Agreement and for such relevant periods under
      the applicable
      statute of limitations. With respect to the insurance Policy, the
      parties have
      agreed as follows: (i) the types of insurance coverage under the Policy
      and the
      amounts thereof shall be as detailed in Schedule
      J hereto. (ii) HMO
      and Hadasit
      will be included as co-insured in such insurance Policy. (iii) for as
      long as
      the Company maintains such Policy, the Company's liability towards
      Hadasit, HMO
      and the Indemnitees (collectively), with respect to the performance of
      this Agreement,
      shall be limited to US$ 3,000,000. On the date hereof, the
      insurance policy
      maintained by the Company is as detailed in Schedule
      J hereto.

                  


          

        

      

      
         

        16. Term and
Termination


      

      
         

        
          
            	
                  	
                    16.1

                  	
                    This
      Agreement shall commence on the date hereof and shall continue for a
      period of up to four (4) months after the commencement of the Work at the
      LAB, unless earlier terminated in accordance with the provisions of this
      Section 16 (the “Term”). The Company shall be entitled
      to extend this Agreement on a monthly basis (the “Extended
      Term”) upon written notice to Hadasit
      of at least 30 days

                  


          

        

      

      
        


        
          
            
            

          

          
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        prior to
the end of the Term and upon at least 25 days prior written notice during the
Extended Term, provided however that such Extended Term shall not exceed 5
months in the aggregate.


      

      
         

        
          	
                	
                  16.2

                	
                  This
      Agreement shall terminate upon the completion of the Term or the Extended
      Term (as applicable). Notwithstanding the foregoing, each party may
      terminate this Agreement at any time, at its sole discretion, upon 30 days
      prior written notice to the terminated
party.

                


        

      

      
         

        
          	
                	
                  16.3

                	
                  Either
      party may terminate this Agreement upon the occurrence of any of the
      following: (a) the filing of a petition for the winding-up or liquidation
      of the other party or for an appointment of a receiver, and such petition
      has not been withdrawn, dismissed or struck out within 21 days of its
      filing (b) the breach by a party of this Agreement that is not cured
      within fifteen (15) days of delivery of a written notice from the
      non-defaulting party to the defaulting party calling upon it to cure such
      breach. In addition, Hadasit may terminate the Agreement upon a delay of
      more than 10 days in the Payment, provided 10 day prior notice has been
      given to the Company regarding any failure to make such payments. The
      aforementioned shall not derogate from any other remedy that the parties
      are entitled to under law.

                


        

      

      
         

        
          	
                	
                  16.4

                	
                  As
      it receives all the payments due under this agreement, Hadasit shall
      forward to the Company the Proprietary Data in its possession. However,
      Hadasit shall be entitled to retain copies of all documents and data
      relating to the functioning of the LAB, including, without limitation,
      batch records, microbiological testing, total particle counts, printouts
      from the computerized control system, and such other documents and data to
      be determined by the SOG at its sole
discretion.

                


        

      

      
         

        
          	
                	
                  16.5

                	
                  Within
      five (5) days from the termination of the Agreement, the Company shall
      vacate Hadasit's or HMO's premises, including without limitation the LAB
      and its surroundings, and any failure to do so shall cast upon the Company
      the obligation to continue paying the Payments for any such time until
      complete evacuation. In the event the Company breaches its undertaking
      hereunder, Hadasit shall be entitled at its sole discretion and without
      derogating from its other remedies under law to vacate the Company's
      belongings from the LAB by itself, and the Company shall reimburse Hadasit
      for its costs in this regard.

                


        

      

      
         

        
          	
                	
                  16.6

                	
                  The
      undertakings contained in Sections 3, 6.8, 9, 11, 13, 14 and 15 shall
      survive the termination of this
Agreement.

                


        

      

      
        


        17. Miscellaneous

      

      
         

        
          	
                	
                  17.1

                	
                  Neither
      party may assign in whole or in part any of its rights or obligations
      under this Agreement, without the prior written consent of the Company.
      However, Hadasit may assign its rights for the Payment to any third party
      whatsoever without obtaining such
approval.

                


        

      

      
         

        
          	
                	
                  17.2

                	
                  This
      Agreement is the entire agreement between the parties as to the subject
      matter contained herein and supersedes all other agreements, oral and
      written,

                


        

      

      
        


        
          
            
            

          

          
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        heretofore
made between the parties. Any amendment hereto must be in writing and signed
both parties.

      

      
         

        
          	
                	
                  17.3

                	
                  Neither
      party is authorized to represent the other party or act as its agent or
      undertake obligations on its
behalf.

                


        

      

      
         

        
          	
                	
                  17.4

                	
                  The
      waiver by either party of any breach or alleged breach of any provision
      hereunder shall not be construed to be a waiver of any concurrent, prior
      or succeeding breach of said provision or any other provision
      herein.

                


        

      

      
         

        
          	
                	
                  17.5

                	
                  If
      any provision of this Agreement is held to be void, the remaining
      provisions shall remain valid and shall be construed as to achieve their
      original purposes in full compliance with the applicable
    laws.

                


        

      

      
         

        
          	
                	
                  17.6

                	
                  This
      Agreement and its interpretation, execution and termination shall be
      governed by the laws of the State of Israel, and the competent courts in
      the District of Jerusalem shall have exclusive jurisdiction with respect
      to this Agreement and everything connected thereto and/or stemming
      therefrom.

                


        

      

      
         

        
          	
                	
                  17.7

                	
                  Force Majeure.
      Neither party shall be liable for any delay or failure to perform
      hereunder due to floods, riots, strikes (in which case Section 8.5 shall
      apply), freight embargoes, acts of God, acts of war or hostilities of any
      nature, laws or regulations of any government (whether foreign or
      domestic, federal, state, county or municipal) or any other similar cause
      beyond the reasonable control of the party affected. A party relying on
      such an event to excuse its performance hereunder shall immediately notify
      the other party in writing of the nature of that event and the prospects
      for that party's future performance and shall thereafter, while that event
      continues, respond promptly and fully in writing to all requests for
      information from the other party relating to that event and those
      prospects. If performance by either party is delayed more than thirty (30)
      days due to such event or series of events, the other party may terminate
      this Agreement, effective immediately, without
  liability.

                


        

      

      
        


        18.
Notices

      

      
         

        All
notices and communications provided for hereunder shall be in writing and shall
be delivered by registered mail or facsimile or delivered by hand to the
addresses listed in the caption to this Agreement or to such other address or
facsimile number as either party shall designate in writing to the other party.
Notices and communications sent by registered mail shall be deemed to have been
received by the addressee on the date of delivery or 4 days after dispatch,
whichever is the earlier. Notices and communications delivered by hand or sent
by facsimile shall be deemed delivered within 1 business day of delivery or
transmission.

      

      
        


        
          
            
            

          

          
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        IN
WITNESS WHEREOF the parties have signed this Agreement on the date first
hereinbefore written.

      

      
        
          
            


            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	/s/ Andrew L. Pearlman	 	/s/ ILLEGIBLE
	
                                                        Company

                                                      	 	
                                                        Hadasit

                                                      
	 	 	 
	
                                                        By: ANDREW L. PEARLMAN

                                                      	 	
                                                        By: ILLEGIBLE

                                                      
	 	 	 
	
                                                        Title: CEO

                                                      	 	
                                                        Title:

                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

             

          



        
          
            
              
                
                  
                    
                      
                        
                          
                             

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            16 of
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        Schedule A


         

        The Work
Plan

      

      
         

        Timetables
and stages of the Work:

      

      
         

        For each
patient, the work flow for the duration of the ex-vivo processing is specified
completely by the SOPs. Estimated durations for each step are shown in the table
below.

      

       

      
        	
                
                  Day
      number

                

              	
                
                  GMP

                

                
                  room
      use

                

              	
                
                  Procedure
      description

                

              	
                
                  Working
      time at GMP

                

              
	
                
                  0

                

                
                  (Harvest
      day)

                

              	
                
                  +

                

              	
                
                  Fat
      tissue and stratum cornea removal from micro organs that were harvest in
      operation room.

                

                
                  Introduce
      micro organs into culture in 24 well plates.

                

              	
                
                  120
      minutes

                

              
	
                
                  1

                

              	
                
                  +

                

              	
                
                  Transduce
      micro organs with helper dependent Adeno EPO vector.

                

              	
                
                  60
      minutes

                

              
	
                
                  2

                

              	
                
                  +

                

              	
                
                  Viral
      vector removal

                

              	
                
                  150
      minutes

                

              
	
                
                  3

                

              	
                
                  +

                

              	
                
                  Transduce
      micro organs with helper dependent Adeno EPO vector.

                

              	
                
                  60
      minutes

                

              
	
                
                  4

                

              	
                
                  +

                

              	
                
                  Viral
      vector removal

                

              	
                
                  150
      minutes

                

              
	
                
                  5

                

              	
                
                  -

                

              	 
      	 
      
	
                
                  6

                

              	
                
                  -

                

              	 
      	 
      
	
                
                  7

                

              	
                
                  +

                

              	
                
                  Media
      change:

                

                
                  Sampling
      of the collect medium for sterility
      and secretion and viability analysis.

                

              	
                
                  120
      minutes

                

              
	
                
                  8

                

              	
                
                  -

                

              	 
      	 
      
	
                
                  9

                

              	
                
                  -

                

              	 
      	 
      
	
                
                  10

                

              	
                
                  +

                

              	
                
                  Media
      change:

                

                
                  Sampling
      of the collect medium for secretion
      and viability analysis.

                

              	
                
                  120
      minutes

                

              
	
                
                  11

                

                
                  (Implantation
      day)

                

              	
                
                  +

                

              	
                
                  Media
      collect and micro organ wash: 

                  Sampling
      of the collect medium for sterility and viability analysis, and micro
      organ

                

              	
                
                  120
      minutes

                

              


      

      
        


        Details
as to the start of ex-vivo treatment for each patient will be given at least two
days prior to the start of ex-vivo processing.

      

      
        


        
          
            
            

          

          
            17 of
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        Schedule
B

      

      
         

        Work
Sheet

      

      
        


        Company
SOPs can be found in Schedule F.

      

      
        


        
          
            
            

          

          
            18 of
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          Schedule
C

        

      

       

      
        Company's Contact
Person:

         

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Name:

                                      	
                                        Dr.
      Baruch Stern

                                      
	 	 
	
                                        Phone:

                                      	
                                        (054)
      227-4826

                                      
	 	 
	
                                        E-mail:

                                      	
                                        baruch@medgenics.com

                                      
	 	 
	
                                        Name:

                                      	
                                        Avi
      Rimler

                                      
	 	 
	
                                        Phone:

                                      	
                                        (050)
      440-9611

                                      
	 	 
	
                                        E-mail:

                                      	
                                        avi@medgenics.com

                                      
	 	 
	
                                        Company's
      Supervisor

                                      
	 
	
                                        Name:

                                      	
                                        Dr.
      Baruch Stern

                                      
	 	 
	
                                        Phone:

                                      	
                                        (054)
      227-4826

                                      
	 	 
	
                                        E-mail:

                                      	
                                        baruch@medgenics.com

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          
             

            
              
                
                

              

              
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            Schedule
D

          

        

      

      
         

        Medgenics’ Dedicated Lab is
Room 23 and 25 shown below.

      

       

      

      


      
        
          
          

        

        
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      Schedule
D-l

       

      Equipment

      
         

        Within
Class 10,000 GMP Lab

      

      
         

        1.         Laminar
flow hood

      

      
         

        2.         Water
bath

      

      
         

        3.         Refrigerator/Freezer
(-20 frost free)

      

      
         

        4.         Laser
particle counter, type Lasair - dedicated unit and backup

      

      
         

        5.         Biotest
Air Sampler + extra battery and charger - dedicated unit and
backup

      

      
         

        Within
Class 100,000

      

      
         

        6.         Validated
autoclave

      

      
         

        Within
analytic Lab

      

      
         

        7.         Vortex

      

      
         

        8.         Shaker
for ELISA reader


      

      
         

        
          9.
        ELISA
Reader (540 nm filter) - need for recalibration within analytic lab before start
of Work

        

      

      


      
        10.
      Computer connected to ELISA reader and
internet

      

      
         

        11. 
     Refrigerator/Freezer (-20 frost
free)

      

      
        


        12.  
    Freezer (-20 frost free)

      

      
         

        13.   
   -80 freezer

      

      
         

        14.    
  Bacteria incubator

      

      
        


        
          
            
            

          

          
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        Schedule E and Schedule
F

      

      
         

        The
SOP’s

         

        


      

      
        Company
SOPs:

      

      
         

      

      
        
          
            	
                    Protocol
      number

                  	
                    Protocol
      name

                  
	
                    060001

                  	
                    Protocol
      For Production Medium Preparation

                  
	
                    060003

                  	
                    Protocol
      for Sterilization

                  
	
                    060009

                  	
                    Protocol
      for Glucose Assay

                  
	
                    060010

                  	
                    Protocol
      for Micoplasma Assay

                  
	
                    060011

                  	
                    Protocol
      for Dermal core Biopump production

                  
	
                    060013

                  	
                    Protocol
      For Label Preparation

                  
	
                    060015

                  	
                    Release
      Criteria SOP for Dermal Core

                  
	
                    060017

                  	
                    Protocol
      for hEPO ELISA of Dermal Core BPs

                  
	
                    060019

                  	
                    AminoLab
      Pickup Verification Protocol

                  
	
                    060403

                  	
                    Antibiotics
      and Serum Aliquots preparation

                  
	
                    060404

                  	
                    Protocol
      for viral vector HD-EPO Aliquots
preparation

                  


          

        

      

      


      
        Hadasit
SOPs:

      

      
        


        
          
            
            

          

          
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        Schedule
G

      

      
        


         

        Within
Class 10,000 GMP LAB

      

      
         

        1.         Shaker
for viral transduction x2

      

      
         

        2.         Electric
Pipette -aid (x2) + chargers

      

      
         

        3.         Heating
plate

      

      
         

        4.         Pipettors
- P-5000, P-1000, P-200, P-20, P-10

      

      
         

        
          5.        
Tissue
culture incubators (5% C02) x2 - Hadasit to connect to their general GMP alarm
system and be responsible for periodic calibration.

        

      

      
         

        6.         Eppendorf
centrifuge

      

      
         

        Within
analytic Lab

      

      
         

        7.         Elisa
washer

      

      
         

        8.         Multi
8-channel pipettes - 2x 5-50ul

      

      
         

        9.        
Multi 8-channel pipettes - 2x 50-300ul

      

      


      
        10.      
Electric Pipette-aid + charger

      

      
        


        11.     
 Pipettors - P-1000, P-200, P-20, P-10

      

      
         

        12.      
Glucometer

      

      
         

        13.    
  Stopwatch

      

      
        


        
          
            
            

          

          
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          Schedule H


           

          Materials

        

      

      
        


         

        Materials
to be provided by the Company:

      

      
        


        
          
            
              	
                      Material

                    	
                      Vendor

                    	
                      Catalog
      no.

                    
	
                      Medium

                    	
                       

                    	 
      
	
                      Serum

                    	 
      	 
      
	
                      Saline

                    	 
      	 
      
	
                      Antibiotics

                    	 
      	 
      
	
                      Sterile
      Pipettor tips (l0ul, 20ul, 200ul, l000ul, 5000ul)  
    

                    	 
      	 
      
	
                      Cryo-tubes

                    	 
      	 
      
	
                      Wells
      (24-wells, 6-wells)

                    	 
      	 
      
	
                      Wells
      (96-wells) - for ELISA

                    	 
      	 
      
	
                      Petri
      dishes (140mm)

                    	 
      	 
      
	
                      Syringes
      (5ml, 10ml, 50ml)

                    	 
      	 
      
	
                      Scalpels

                    	 
      	 
      
	
                      Glucose
      test strips

                    	 
      	 
      
	
                      EPO
      ELISA kits

                    	 
      	 
      
	
                      Non-sterile
      pipettor tips (l0ul, 20ul, 200ul, 1000ul)

                    	 
      	 
      
	
                      50
      ml reagent reservoir

                    	 
      	 
      
	
                      Pipettes
      (5ml, 10ml, 25ml)

                    	 
      	 
      
	
                      Test
      tubes (15ml, 50ml)

                    	 
      	 
      
	
                      Petri
      dishes (90mm)

                    	 
      	 
      
	
                      Eppendorf
      tubes

                    	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      Material
      to be provided by Hadasit:

                    	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                      Material

                    	
                      Vendor

                    	
                      Catalog
      no.

                    
	 
      	 
      	 
      
	
                      Ethanol
      70%

                    	 
      	 
      
	
                      Sterile
      Gloves (different sizes)

                    	 
      	 
      
	
                      Sterile
      Gowns (different sizes)

                    	 
      	 
      
	
                      Biotest
      strips (bacteria and fungus)

                    	 
      	 
      
	
                      Contact
      plates

                    	 
      	 
      
	
                      Masks

                    	 
      	 
      
	
                      Hats
      and foot covers

                    	 
      	 
      
	
                      Sterile
      water (for water bath and incubators)

                    	 
      	 
      
	
                      Sterile
      non-woven wipes

                    	 
      	 
      


            

          

        

      

      
        


        
          
            
            

          

          
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        Schedule I


         

        Payment
Schedule

      

      
         

        
          	
                  1.

                	
                      In
      consideration for the performance of the Work at the LAB by HMO's
      Employees, the Company shall pay to Hadasit the total amount of NIS
      125,000 (one hundred and twenty-five thousand New Israeli Shekels) plus
      VAT (the “Payment”) per month during the entire
      Work Period including any extension thereof and for as long as the Company
      has not completely evacuated Hadasit's or HMO's premises (including
      storage of Materials) (the “Term”).

                


        

      

      
         

        
          	
                  2.

                	
                      Advance
      payments totaling NIS 260,000 has been made in advance: NIS 10,000 check
      dated March 3, 2010 non-refundable), and wire transfer of NIS 250,000 on
      March 22, 2010.

                


        

      

      
         

        
          	
                  3.

                	
                      In the
      event the Company cannot perform any of the Work for 30 or more
      consecutive days during the Term because of regulatory issues (lack of
      approval from the Israeli Ministry of Health for the commencement of the
      Study (as defined in the Clinical Trial Agreement)), the Company shall be
      entitled to suspend this Agreement for a maximum consecutive period of
      four (4) months and shall not have to pay Hadasit any Payment for any of
      those days during which it could not perform the Work, provided that the
      Company made an advance fourteen (14) days written notice to Hadasit and
      vacated the Dedicated Lab and the LAB and its
  surroundings.

                


        

      

      
         

        
          	
                  4.

                	
                      The
      period of suspension shall not last more than four (4) consecutive months.
      The Company may end the suspension period by notifying Hadasit in writing
      thirty (30) days in advance that it wishes to return and operate the
      Dedicated Lab. At the end of the suspension period, Hadasit shall provide
      the Company either the Dedicated Lab or another compatible Dedicated Lab
      within the LAB, as may be assigned to the Company by the SOG with the
      reasonable consent of the Company. Beyond the four (4) months consecutive
      suspension period, Hadasit will work to facilitate, but has no obligation
      to provide, the Dedicated Lab or a compatible Dedicated Lab to the
      Company.

                


        

      

      
         

        
          	
                  5.

                	
                      The
      monthly payment of NIS125,000 plus VAT shall be made on a monthly basis
      upon receipt of a tax invoice and by the 5th
      of the month in which the work is performed. The advanced payment will be
      deducted from the payment due for the last two months of
    work.

                


        

      

      
         

        
          	
                  6.

                	
                      Any
      payment pursuant to this Agreement shall be paid, along with applicable
      V.A.T under Israeli law, as against Hadasit's issuance of a lawful tax
      invoice therefore.

                


        

      

      
         

        
          	
                  7.

                	
                      With
      respect to the Company's Training, the Company shall bear any travel and
      overnight expenses of the HMO Employees, if caused by the
      Company.

                


        

      

      
        


        
          
            
            

          

          
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        Schedule
J

      

      
        


         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

         

        
          
            
            

          

          
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