EXHIBIT 10.23

       

      LICENSE
AGREEMENT

       

      Contents

      


      
        
          
            
              
                	
                        Section

                      	 	
                        Content

                      	 
      	
                        Page

                      
	 
      	 	 
      	 
      	 
      
	
                        1.

                      	 	
                        Interpretation
      and Definitions

                      	 
      	
                        2

                      
	
                        2.

                      	 	
                        The
      License

                      	 
      	
                        5

                      
	
                        3.

                      	 	
                        Term
      of the License

                      	 
      	
                        5

                      
	
                        4.

                      	 	
                        Sub-Licenses

                      	 
      	
                        5

                      
	
                        5.

                      	 	
                        Considerations

                      	 
      	
                        6

                      
	
                        6.

                      	 	
                        Reports
      and Accounting

                      	 
      	
                        7

                      
	
                        7.

                      	 	
                        Development
      and Commercialization

                      	 
      	
                        8

                      
	
                        8.

                      	 	
                        Ownership

                      	 
      	
                        9

                      
	
                        9.

                      	 	
                        Patents

                      	 
      	
                        9

                      
	
                        10.

                      	 	
                        Patent
      Rights Protection

                      	 
      	
                        10

                      
	
                        11.

                      	 	
                        Confidentiality

                      	 
      	
                        11

                      
	
                        12.

                      	 	
                        Publications

                      	 
      	
                        11

                      
	
                        13.

                      	 	
                        Liability
      and Indemnity

                      	 
      	
                        12

                      
	
                        14.

                      	 	
                        Termination
      of the Agreement

                      	 
      	
                        13

                      
	
                        15.

                      	 	
                        Law

                      	 
      	
                        14

                      
	
                        16.

                      	 	
                        Arbitration

                      	 
      	
                        14

                      
	
                        17.

                      	 	
                        Miscellaneous

                      	 
      	
                        15

                      
	
                        18.

                      	 	
                        Notices

                      	 
      	
                        16

                      


              

            

          

        

      

      


      Appendices

      


      Appendix
A – The Registered Patents and the Scope

      Appendix
B – License Fee

      Appendix
C - Consultancy Agreements

      Appendix
D - Consultancy Fee Payment Schedule

      Appendix
E - The Development Plan

      Appendix
F – Exercise Notice

      Appendix
G – Explanation of the Company’s Expected Investment Rounds

      Appendix
H – Consultancy Fees


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      AGREEMENT

       

      Made in
Jerusalem this 23rd day of
November, 2005, by and between:

      


      YISSUM RESEARCH DEVELOPMENT COMPANY
OF THE HEBREW UNIVERSITY OF JERUSALEM, of Hi Tech Park, Edmond J. Safra
Campus, Givat Ram, Jerusalem 91390, Israel, Fax: +972-2-658 6689; email: __________________ (the “Licensor”) of the one part; and 

       

      Medgenics, Inc., of Shorashim D.N. Misgav 20164
Israel 

      fax: 04-
988-2270, email: andy@medgenics.com Attention: Dr. Andrew Pearlman (the “Company”);
of the second part

      


      Recitals:

      


      
        
          
            
              	
                      WHEREAS

                    	 
      	
                      The
      Parties entered into a Research and License agreement, which is no longer
      in force, whereby, inter
      alia, the Company obtained a license from Licensor for the
      commercial development, production and marketing of products based on the
      technology owned by the Licensor (hereinafter: the “Former License”) and pursuant to which the
      Licensor performed Research between the dates of August 1, 2000 and May
      31, 2001; and

                    
	 
      	 
      	 
      
	
                      WHEREAS

                    	 
      	
                      The
      Parties wish to enter into a new License Agreement in respect of the
      Registered Patents, this wish having been set out in the Memorandum of
      Understanding entered into between the Parties and dated May 23, 2005;
      and

                    
	 
      	 
      	 
      
	
                      WHEREAS

                    	 
      	
                      This
      Agreement shall replace the Former License which shall be considered null
      and void, including those provisions of the Former License that according
      to the terms of the Former License survive termination thereof;
      and

                    
	 	 	 
	
                      WHEREAS

                    	 
      	
                      The
      Company declares that as stated in the Exercise Notice (attached hereto as
      Appendix F), it has reviewed the Registered Patents that it has had the
      opportunity to acquire independent advice as to the Registered Patents,
      their protection, validity and coverage in specific geographical areas and
      that it is satisfied with the information and data it
      received.

                    
	 
      	 
      	 
      
	
                      WHEREAS

                    	
                        

                    	
                      The
      Licensor hereby agrees to grant the Company a license with respect to the
      Registered Patents, in accordance with the terms and conditions of this
      Agreement and subject to the full performance by the Company of its
      obligations in accordance with this Agreement;
  and

                    


            

          

        

      

      


      NOW THEREFORE THE PARTIES DO HEREBY
AGREE AS FOLLOWS:

       

      Interpretation
and Definitions

      
        
             

          
            	1.	
                    (a)

                  	
                    The
      recitals and appendixes annexed hereto constitute an integral part hereof
      and shall be read jointly with its terms and
  provisions.

                  


          

        

      

      


      
        
          	  	
                  (b)

                	
                  In
      this Agreement, unless otherwise required or indicated by the context, the
      singular shall include the plural and vice-versa, the masculine gender
      shall include all other
genders.

                


        

      

       

      
        
          	  	
                  (c)

                	
                  The
      headings to the sections in this agreement are for the sake of convenience
      only and shall not serve in the Agreement’s
  interpretation.

                


        

      


      
        
           


        

        
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                (d)

              	
                In
      this agreement the following capitalized terms shall have the meanings
      appearing alongside them, unless provided otherwise
  herein:

              


      

      


      “Affiliate” – means a Related Entity in which the
percentage of control is more than 75%.

      


      “Agreement” – means this agreement together with all the
appendices and annexes hereto.

      


      “Development Plan” – As defined in section 7.

      


      “Development
Results” – means the Development
Plan, any information, material, results, devices, know-how, data, which does
not form part of the License or Further Research, discovered in the course of
performance by the Company of the development work pursuant to section 7,
including any regulatory filing or approval, filed or obtained by the Company in
relation to the Product. 

       

      “Distributor” – means any distributor or marketer who
engages, inter alia, in any one of the following activities: makes any payment
to the Company which is not considered as Net Sales; undertakes to advertise the
Product at its own expense; undertakes to obtain relevant authorities’ approval
for the sale of the Product and is liable for costs incurred in gaining such
approval.

      


      “First Commercial
Sale” – means the selling of an
aggregated amount of the Product by the Company and/or by a Sub-Licensee or
sub-sub-licensee in a single transaction or a series of related transactions
with a third party whom is not a Related Entity, which commences an ongoing
stream of sales subject to payment of Royalties. For the avoidance of doubt
sales of the product for the purposes of clinical trials prior to the First
Commercial Sale shall not entitle the Licensor to payment of consideration in
accordance with this Agreement and shall not be considered a First Commercial
Sale.

      


      “Scope” – as defined in Appendix A.

       

      “Indemnitees” – as defined in Section 13

       

      “License” – as defined in Section 2 herein.

      


      “Net Sales” - means all amounts in respect whereof invoices
are issued by the Company, a Related Entity, and/or Distributors in connection
with the sale of Products in an “arm’s length” transaction, after deduction of:
(i) all discounts and returns given in respect of such sales; and (ii) sales
taxes, including VAT. Such deductions shall be directly related to the sale of
Products that were awarded within the regular running of the business of the
Company and made at “arms length”. For the sake of clarity, any payment or
rebate received by the Company from any governmental agency directly in relation
to sales shall be considered as Net Sales.

      


      Sales at
discounts between Related Entities and/or where the parties share a significant
trading interest – such as preferred customers or suppliers – shall not be
considered “arm’s length” transactions. In any transfers of Products between the
Company and Related Entities and Related Entities and their respective Related
Entities, Net Sales shall be equal to the higher of (i) fair market value of the
Products assuming an arm’s length transaction made in the ordinary course of
business and (ii) the total amount invoiced by such Related Entity on resale to
an independent third party purchaser; in each case after deducting discounts and
sales taxes as set forth above.

      


      In the
event of sales not made at “arms length”, Net Sales shall be calculated in
accordance with arm’s length prices determined by the current market conditions,
or in the absence of such conditions, according to the assessment of an
independent valuer to be selected by the parties.


      
        
           


        

        
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      “Product” - means any product and/or product component
and/or production supplement and/or process directly and/or indirectly based on
and/or related to the Registered Patents and/or the Development Results or any
part thereof, or any other product not licensed from a third party, which is
sold by the Company within the Scope.

       

      “Registered
Patents” - means all patent
applications and/or registered patents detailed in Appendix A (except for Yissum
File No. 2610, which Licensor agreed to assign to Company), any patent
application that claims priority therefrom; all divisions, continuations,
continuations-in-part, re-examinations, reissues, substitutions, or extensions –
including European Special Protection Certificates (“SPCs”) – and any and all
patents issuing from, and inventions, methods, processes, and other patentable
subject matter disclosed or claimed in, any and all of the
foregoing.

       

      “Related Entity” – means any person or organization controlling,
controlled by or under common control with the Company, including any parent,
subsidiary or affiliate company. The term “control” shall mean direct or
indirect ownership of more than 10% (ten percent) of the outstanding stock or
other voting interest, entitled to vote for the election of directors or to
direct the management and policies of any party, directly or
indirectly.

      


      “Research” - means the research related to the Registered
Patents carried out and conducted in the University under the supervision of the
Researchers between August 1, 2000 and May 31, 2001.

      


      “Researcher” - means Professor Ed Mitrani and Professor Amos
Panet, or such other person as determined and appointed from time to time by the
Licensor to supervise and to perform the Research, if applicable.

      


      “Research Results” - means the Research, including any Registered
Patents, information, material, results, devices and/or Registered Patents
arising therefrom.

      


      “Royalties” – means royalties calculated on the basis of
Net Sales at the rate set forth in Section 5.

      


      “Sub-License” - As defined in section 4.

      


      “Sub-License
Considerations” – means any proceeds
and/or consideration and/or benefit of any kind whatsoever that the Company may
receive from a Sub-Licensee or distributor as a direct or indirect result of the
grant of an option or a right to sub-license, manufacture, market or distribute
the Registered Patents and/or the Product.

      


      “Sub-License Fees” - means fees calculated on the basis of
Sub-License Considerations at the rates set forth in Section 5.

      


      “Sub-Licensee” – means any third party to whom the Company
shall transfer any right or option of a right to sub-license, manufacture,
market or distribute the Registered Patents and/or the Product, or any other
right granted under the License. For the sake of clarity, Sublicensee shall
include sub-sub-licensees, if permitted hereunder, and any other third party to
whom such rights shall be transferred, assigned, or who may assume control
thereof by operation of law or otherwise, but shall not include Subcontractors
(as defined below). Sublicensees shall also include Distributors, as defined
hereinabove.

      


      “Subcontractors” - means any third party, who does not pay any
type of consideration to the Company and/or Related Entities and/or
Sub-licensees, who is engaged by the Company, to perform services on behalf of
the Company and/or its Sub-licensee or and/or sub-sub-licensee and the Company
continues to maintain control and responsibility over the performance of the
services.

      


      “Territory” - means worldwide.

      


      “University” - means the Hebrew University of Jerusalem
and/or each of its branches.


      
        
           


        

        
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      The
License

      


      
        	
                2.

              	
                Subject
      to the full performance by the Company of its obligations in accordance
      with this Agreement, the Licensor shall grant the Company an exclusive
      license to make commercial use of the Registered Patents, in order to
      develop, manufacture and/or market a Product, all within the Scope and the
      Territory only, subject to the terms and conditions
  hereof.

              


      

      


      Nothing
in the above License shall derogate from the Licensor’s right to continue to use
the Registered Patents, for non-commercial, academic (research and education)
purposes only.

      


      Term of
the License

      


      
        	
                3.

              	
                The
      License shall end, if not ended or terminated prior thereto pursuant to
      the provisions hereof, upon the later of: (i) the date of expiration of
      the last valid Registered Patent, in the Territory, upon which the Product
      is partially based; or (ii) the end of a period of 20 years from the date
      of making the First Commercial
Sale.

              


      

      


      Sub-Licenses

      
 

      
        
          	4.	
                  (a)

                	
                  The
      Company shall be entitled to sub-license the rights granted in the
      License, or any part thereof, (herein referred to as “Sub-License”) to
      third parties after obtaining Licensors written approval to the identity
      of the intended sub-licensee (the “Sublicensee”) and the Licensor’s
      consent to all the material terms and conditions of the Sublicense, which
      shall not be unreasonably withheld. The Sublicense shall not derogate from
      Yissum’s rights or Licensee’s obligations under this Agreement. The
      Licensor shall make best efforts to provide the Licensee with an answer in
      relation to the Sublicense no later than 30 days from the date of receipt
      of the request by the Licensee. The Company hereby warrants that all
      Sub-Licenses shall be granted at “arms-length”
  terms.

                


        

      

      
        
          	 	 	 
	
                   
      

                	
                  (b)

                	
                  The
      Company shall fully disclose and submit to the Licensor all documentation
      relating directly and indirectly to the Sub-License, and adequately
      disclose to the Licensor any other business connection which it now has or
      is in the process of forming with the Sub-Licensee which may reasonably
      effect the Company’s decision regarding the Sub-Licenses’ Terms and
      Conditions; and shall notify the Licensor in writing, whether a proposed
      Sub-Licensee is a Related Entity and/or
  Affiliate.

                


        

      

      


      
        	
                 
      

              	
                (c)

              	
                Subject
      to subsection (g), any Sub-License shall be dependent on the validity of
      the License and shall terminate in whole or in part upon termination of
      the License or any part thereof.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Subject
      to subsection (g), the Company shall ensure that all Sublicense agreements
      shall include terms that bind the Sub-Licensee to observe the terms of
      this Agreement, the breach of which shall be a fundamental breach
      resulting in the prompt termination of the Sub-License. In such an event,
      the Company undertakes to take all reasonable steps to enforce such terms
      upon the Sub-Licensee, including the termination of the Sub-license. In
      all cases, the Company shall immediately notify the Licensor of any breach
      of the terms of a Sub-License, and shall copy the Licensor on all
      correspondence with regard thereto.

              


      

      


      
        	
                 
      

              	
                (e)

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

              


      

      


      
        	
                 
      

              	
                (f)

              	
                For
      the avoidance of any doubt it is hereby declared that under no
      circumstance whatsoever shall a Sub-Licensee be entitled to grant the
      Sub-License or any part thereof to any third party without the prior
      consent of both the Company and the Licensor, not to be unreasonably
      withheld.

              


      


      
        
           


        

        
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                (g)

              	
                Notwithstanding
      anything to the contrary set forth herein, if the License is lawfully
      terminated by Licensor in accordance with the provisions hereof, Yissum
      agrees, if so requested by a Sub-Licensee within 30 days from date of
      termination of the License, to grant to such a Sublicensee (other than
      Related Entities of the Company) a direct license under the same terms and
      conditions of this Agreement, provided that such Sublicensee (1) agrees to
      be bound to Yissum under the same terms and conditions of this Agreement,
      including to render direct payment to Licensor of any consideration that
      would have been payable to Licensor by Licensee (such direct license with
      a Sublicensee shall not impose any obligations or liabilities on Yissum
      which are not included in this Agreement or which are in any way more
      onerous than those included in this Agreement); (ii) Sub-License pays to
      Yissum any amount due and owing under this Agreement at time of
      termination that has not been paid by the Company;, and (iii) the
      Sublicensee is not in breach of its Sub-License Agreement with the
      Company. In such instance, such Sub-licensee shall become obligated
      directly towards Licensor on all terms set forth in such Sub-License
      Agreement.

              


      

      


      Considerations

      
         

        
          	5.	
                  (a)

                	
                  In
      consideration for the grant of the License, the Company shall pay the
      Licensor the following
considerations:

                


        

      

      


      
        
          	  	
                  (a)

                	
                  a
      non-refundable License Fee to be paid as detailed in Appendix
      B.

                
	  
    	 	 


        

      

      
        
          	  	
                  (b)

                	
                  Royalties
      at a rate of 5% of Net Sales of the Product.

                
	  
    	 	 


        

      

      
        	  	
                (c)

              	
                Sub-License
      Fees at a rate of 9% of Sublicense
  Considerations.

              


      

      


      Notwithstanding
sub-sections (b) and (c) above, the total aggregate payment of Royalties and
Sub-License Fees from the Company to Licensor shall not exceed US
$10,000,000.

      


      
        	
              	
                (b)

              	
                The
      Company acknowledges that pursuant to the Former License, it owes the
      Licensor certain License Fees as well as accumulated patent expenses with
      respect to the Registered Patents up to May 23, 2005, the date of
      execution of the Memorandum of Understanding , in the total amount of
      $128,000 (hereinafter: “License and Patent Fees Debt”).

              


      

      


      No later
than March 31, 2006, the Company shall issue the Licensor shares in the company
constituting 5% of the issued and outstanding share capital of the Company, post
the initial expected investment in the Company of $750,000 USD (“Initial
Investment Round”), all as set forth in the Appendix G for no additional
consideration (hereinafter: the “Equity”), the Company shall forgive the
payment of the outstanding License and Patent Fees Debt. The Company warrants
that the Licensor and the Licensor’s Equity shall benefit from the same terms
provided to the other shareholders in the Company, who shall be investing in the
Company in the Initial Investment Round and that shares issued to the Licensor
shall be of the same type and class as shares issued to the other shareholders
investing in the Initial Investment Round, all as shall be defined and detailed
in the Stock Purchase Agreement and the Shareholders Agreement to which the
Licensor shall be signatory. The Company shall provide the Licensor with all
relevant documentation evidencing such issue, including but not limited to a
share certificate in the name of the Licensor.

      


      Upon the
issuance of the Equity and provision of documentation in respect of same as set
forth herein, the License and Patent Fees Debt shall be deemed to be paid in
full and the Licensor to have waived any claim in respect thereof. In the event
the Company shall not be able to issue the Equity by March 31, 2006, the Company
shall be obligated to pay the Licensor the License and Patent Fees Debt plus all
accrued interest until date of actual payment or in the alternative the Licensor
shall be entitled to terminate this Agreement in accordance with section
14(b)(3).


      
        
           


        

        
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      For the
sake of clarity, all new patent expenses incurred in relation to the
registration or maintenance of the Registered Patents as of May 23, 2005, the
date of execution of the Memorandum of Understanding and until date of execution
of this Agreement, will be paid by the Company, as follows: (i) $10,000 USD no
later than January 31, 2006 upon receipt of Yissum’s invoice and (ii) the
remaining balance within 10 days following the closing of the Initial Investment
Round, but in any event no later than March 31, 2005.

      


      It is
further hereby agreed that upon the date of signature hereof, the Licensor shall
be entitled to appoint an observer (hereinafter: the “Observer”), at its sole discretion, to the
Board of the Company, for a period of three years. The Observer shall be invited
to attend the Board of the Company, at no expense to the Company, all meetings
of the Board of Directors of the Company, and shall receive copies of all
reports distributed to members of the Board of Directors. The Observer shall not
have any voting rights. The Company hereby undertakes to take any actions or
issue any decisions necessary to enable the appointment of the Observer, in
accordance with the terms herein, including but not limited to amendment of the
incorporation documents of the Company.

      


      Reports
and Accounting

      
          

        
          	6.	
                  (a)

                	
                  The
      Company shall give the Licensor written notice of the First Commercial
      Sale or Sub-License, of the Product by itself or by any Sub-Licensee
      within 30 days thereof. This provision is a fundamental term of the
      Agreement. The breach thereof shall constitute a fundamental breach of the
      Agreement, and the Licensor, at its sole discretion, shall have the right
      to terminate the Agreement immediately under terms and conditions as
      stated in section 14.

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                Thirty
      days after the end of each calendar quarter (January 1, April 1, etc.)
      commencing from the date of the First Commercial Sale of the Product, the
      Company shall furnish the Licensor with a quarterly report (“Periodic
      Report”) detailing the total sales effected and Sublicense Consideration
      received during the preceding quarter and the total Royalties and
      Sublicense Fees due to the Licensor in respect of that
    period.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Periodic Reports shall contain full particulars of all sales made by the
      Company and/or Sub-Licensees and all of the proceeds obtained by the
      Company in respect of granting Sub-Licenses pursuant to section 5 above,
      including sales broken down according to countries, a breakdown of the
      number of Products sold, discounts, returns, the currency in which the
      sales were made, invoice date and all other data enabling the Royalties
      and Sub-License Fees payable to be calculated. The Periodic Reports shall
      also specify any Net Sale to a Related Entity and shall set forth full
      details thereof.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                On
      the date prescribed for the submission of each Periodic Report, the
      Company shall pay the Royalties and Sub-License Fees due to the Licensor
      for the period reported on.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      value of each sale shall be computed on the date of sale in US Dollars
      based on the rates published in the Wall Street Journal. The Royalties
      shall be computed and paid in US dollars. Payment of Value Added Tax (if
      charged) shall be added to each payment in accordance with the statutory
      rate in force at such time. In event that the Company is prohibited under
      applicable foreign currency laws to transact in US Dollars, payment shall
      be made in New Israeli shekels according to the representative rate of
      exchange prevailing on the date of
payment.

              


      


      
        
           


        

        
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                (e)

              	
                The
      Company shall keep full and correct books of accounts in accordance with
      General Accepted Accounting Procedures as required by international
      accounting standards enabling the Royalties and Sub-License Fees to be
      calculated. The Company shall procure that Sub-Licensees, if any, also
      keep such books of accounts as aforesaid. The CEO of the Company shall
      certify in writing that all the particulars mentioned in each Periodic
      Report are correct and accurate. Starting from the date of the First
      Commercial Sale, or the date a Sub-License is granted, whichever occurs
      first an annual report, authorized by a certified public accountant, shall
      be submitted at the end of each year, detailing Net Sales and Sub-License
      Considerations, Royalties and Sub-License Fees, both due and paid (the
      “Annual Reports”).

              


      

      


      
        	
              	
                (f)

              	
                Upon
      reasonable notice, the Licensor and its authorized representatives may
      examine the Company’s and Sub-Licensees’ books of accounts and any report
      or information relating to the manufacture and marketing of the Product in
      order to verify the calculation of the Royalties and Sub-License Fees and
      the accuracy of the information given to The Licensor in the Period and
      Annual Reports. If an error greater than 2% in the reports of the Company
      will be found the Company will bear the full cost of the
      examination.

              


      

      


      
        	
              	
                (g)

              	
                Any
      sum of money due to the Licensor which is not duly paid shall bear
      interest from the due date of payment until the actual date of payment at
      the maximum rate of interest for the time-being prevailing in respect of
      unauthorized withdrawals on a credit line at Bank Leumi Le-Israel
      Ltd.

              


      

      


      
        	
              	
                (h)

              	
                All
      payments required to be made in accordance with the provisions of this
      Agreement shall be made with the addition of any taxes assessable upon the
      Licensor (excluding income taxes) such that all payments shall be free and
      clear of any taxes or withholding of any
kind.

              


      

       

      Development
and Commercialization

      
         

        
          	7.	
                  (a)

                	
                  The
      Company undertakes, at its own expense, to carry out the development
      (including clinical trials) and manufacturing work (including regulatory
      approval) necessary to develop the Product in accordance with the written
      plan and timetable for the development of the Product (herein “Development
      Plan”) as approved by the Company’s Board of Directors and updated from
      time to time, a copy of which is attached hereto as Appendix
      E.

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company shall provide the Licensor on no less frequent basis than twice
      per year, with the same reports, which have been submitted to the
      Company’s Board of Directors, and which shall detail the material
      Development Results and other related work effected by the Company or by
      any Sub-Licensee during the period since the previous such report
      (“Development Reports”). Development Reports shall also set forth a
      general assessment regarding the status of the development of the Product
      and the marketing thereof and detail all material proposed changes to the
      Development Plan.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Upon
      completion of the development of the Product, the Company undertakes to
      perform all actions necessary to seek effective commercialization in terms
      of strategic partnerships, alliances or other corporate deals, as well as
      maximize Net Sales.

              


      

      


      
        	
              	
                (d)

              	
                The
      Licensor shall first offer the Company the opportunity to fund any further
      research by the Researchers regarding the Registered Patents in the Scope
      (“Further Research”), upon terms to be negotiated between the parties in
      good faith, before allowing any other third party to fund the Further
      Research. If the Company does fund the Further Research, then any Further
      Research Results or other intellectual property deriving therefrom shall
      belong to the Licensor and shall be licensed to the Company under the same
      terms and conditions set forth herein. If the Company does not positively
      indicate its desire to fund the Further Research within sixty (60)
      calendar days of being offered same, and agree upon terms with Yissum
      within sixty (60) calendar days thereafter, Yissum shall be free to
      contract with a third party for the funding of such Further Research.
      Ownership.

              


      


      
        
           


        

        
          Page 8 of
24

          
            

          

        

        
           


        

      

      


      
        	
                8.

              	
                Ownership

              


      

      


      
        	
                8.

              	
                Except
      for Yissum File No. 2610 in Appendix A, all rights in the Registered
      Patents listed in Appendix A, shall be solely owned by the Licensor, and
      the Company shall hold the rights granted pursuant to the License as
      trustee for the Licensor and make use of them solely in accordance with
      the terms of this Agreement.

              


      

      


      In
addition, all intellectual property, including all know-how and/or patents
developed during the course of the Further Research, conducted in accordance
with section 7(d), shall solely owned by Yissum and licensed to the Company
under the terms and conditions of this Agreement.

      


      The
Parties agree that the Development Results (as defined above) developed solely
by or on behalf of the Company, without the involvement of the Licensor and/or
Prof. Mitrani and/or Prof. Panet or other researcher of the Hebrew University,
and which do not form part of the License or Further Research shall belong
solely to the Company.

      


      The
Company is free at its sole discretion to prepare, file, and otherwise manage
any patents related to the Development Results, without any approval or
involvement of the Licensor, and for such patents sections 9 (a) – (e) below do
not apply.

       

      
        	
                9.

              	
                Patents

              


      

      
          

        
          	9.	
                  (a)

                	
                  With
      regard to the Registered Patents or any Further Research, the Licensor,
      following consultation with the Company, shall proceed in registering
      patents in all the states and countries of the Territory, at the Company’s
      expense. Each application and every patent registration as aforesaid shall
      be made by the Licensor and registered in the name of the Licensor at the
      Company’s expense. The Company shall reimburse the Licensor for all
      documented costs and expenses the Licensor shall incur with regard to the
      aforesaid application, registrations and maintenance and for all future
      documented costs and expenses the Licensor shall incur with regard to the
      aforesaid application, registrations and maintenance of the Registered
      Patents or any patents resulting from the Further Research within 21 days
      of invoice by the Licensor.

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                Subject
      to the above, the parties shall consult and make every effort to reach
      agreement in all respects relating to the manner of making applications
      and registering said Registered Patents and other patents that may arise
      from the Further Research, including the time of making the applications,
      the countries where applications will be made and all other particulars
      relating to patent registration as
aforesaid.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                In
      regard to the above, in the event that the Company is not willing to fund
      the registering or maintenance of a patent in a certain state or country,
      solely on the basis of reasonable commercial considerations to be provided
      in writing by the Company to the Licensor, the Company will not be
      required to reimburse the Licensor for expenses relating to the
      registration and maintenance of the patent in such state or country.
      However, thereafter and notwithstanding the terms of this Agreement, in
      the event that the Licensor effects the application and/or registration of
      a patent in the said state or country at its own cost, the License with
      respect to such state or country shall revert back to the Licensor and the
      Licensor shall be free to sub-license such rights to any other third
      party, at its discretion.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      aforegoing does not constitute an obligation on the part of the Licensor
      that any patent or patent registration applications will indeed be made
      and/or registered and/or registerable in respect of the Further Research
      and/or any part thereof, nor shall such constitute an obligation,
      warranty, or declaration on the part of the Licensor that a patent
      registered as aforesaid will afford due
  protection.

              


      


      
        
           


        

        
          Page 9 of
24

          
            

          

        

        
           


        

      


      


      For the
avoidance of doubt, the provisions of this Agreement and of Appendix “A” do not
constitute confirmation and/or representation by the Licensor in connection with
the validity and/or applicability of any of the patents and/or patent
registration applications detailed in Appendix “A”, and the Licensor hereby
expresses that it made no representation as to the validity of the patents
and/or patent applications as aforesaid before the submission thereof for
registration. The Company affirms that it has reviewed the Registered Patents,
that it has had the opportunity to acquire independent advice as to Registered
Patents, including their protection, validity and coverage in specific
geographical areas and that it is satisfied with the information and data it
received.

      


      
        	
                 
      

              	
                (e)

              	
                The
      Parties shall assist each other in all respects relating to the
      preparation of documents for the registration of any patent or any
      patent-related right forthwith upon the other’s request. Towards this end,
      the Licensor shall promptly notify the Company regarding any application,
      documentation, communication and/or “office action” received or required
      to be filed relating to any Registered Patent. In addition, the Company
      undertakes to take all appropriate action in order to assist the Licensor
      to extend the period of the duration of the patent or any other extension,
      granted by the law, to enable maximum extension of the time in which the
      Registered Patents are protected.

              


      

      


      Patent
Rights Protection

      
         

        
          	10.	
                  (a)

                	
                  To
      the extent commercially reasonable as mutually agreed between the Parties,
      the Company undertakes to act forthwith at its own expense to provide full
      protection against a third party’s infringement of the Registered Patents,
      in connection to the Scope, and/or any other right therein and forthwith
      to advise the Licensor upon learning of the infringement. The Company
      shall give the Licensor immediate notice of any approach made to it by a
      patent examiner and/or attorney in connection with the subject matter of
      this Agreement. The Company shall only reply to such approaches after
      consultation with the Licensor and subject to its consent. In the event
      the Parties mutually agree as to the lack of commercially reasonable
      grounds to commence infringement proceedings, the Licensor shall be free
      to take said legal action, at its sole expense. In such an event the
      Licensor shall be entitled to the entire award, which may be granted as a
      result of such legal action.

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company shall use its best efforts at its own expense to defend any
      action, claim or demand made by any entity in connection with rights in
      the Registered Patents, in connection to the Scope, and shall give notice
      to the Licensor immediately upon learning of any such action, claim or
      demand as aforesaid. Notwithstanding the aforementioned, nothing in this
      Section 10(b) requires the Company so defend, should both Parties
      determine, that there are valid commercial or other reasons not to do so,
      in which the Licensor shall be free to take said action. In such an event
      the Licensor shall be entitled to the entire award, which may be granted
      as a result of such legal action.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Subject
      to reimbursement of documented and reasonable out-of-pocket expenses
      incurred by the Company in relation to any legal action contemplated under
      the provisions of sub-sections (a) and (b) above and initiated by the
      Company, any award in favor of the Licensor and/or the Company resulting
      from such legal action shall be deemed to be a fee received by the Company
      from a Sub-Licensee.

              


      


      
        
           


        

        
          Page 10
of 24

          
            

          

        

        
           


        

      

      


      Confidentiality

      
          

        
          	11.	
                  (a)

                	
                  The
      Company warrants and undertakes that it shall maintain full and absolute
      confidentiality and shall also be liable for its employees and/or
      representatives and/or persons acting on its behalf
      maintaining absolute confidentiality concerning, confidential information
      which is in and/or comes to its knowledge and/or that of its employees,
      representatives and/or any person acting on its behalf directly or
      indirectly, and relating to the Registered Patents, the Licensor, the
      University, the Researchers and their employees. For confidential
      information received up to the date of signature of this Agreement, said
      undertaking shall apply for 5 years from date of signature of this
      Agreement, and for confidential information received after signature of
      Agreement said undertaking shall apply for the duration of the term of
      this Agreement and subsequent thereto. The Company undertakes not to
      convey or disclose said confidential information in connection with the
      aforegoing to any entity unless said entity executes a confidential
      disclosure agreement with the Company having terms similar in content to
      this section. Notwithstanding the above, the Parties acknowledge that as
      of the date of this Agreement,, there is no confidential information
      pertaining or belonging to Licensor or its employees that is subject to
      the terms of this
Agreement.

                


        

      

      


      
        	
              	
                (b)

              	
                The
      obligation contained in this section shall not apply to information which
      is in the public domain as at the date hereof or to information which
      hereafter comes into the public domain, unless the Company breaches its
      obligations pursuant to this Agreement and as a result thereof the
      information comes into the public
domain.

              


      

      


      
        	
              	
                (c)

              	
                Notwithstanding
      the above, the Company may disclose details and information to its
      employees and Sub-Licensees, as necessary for the performance of its
      obligations pursuant to this Agreement, provided that it procures that its
      employees and Sub-Licensees execute a confidentiality agreement
      substantially similar in content to this section
  11.

              


      

      


      
        	
              	
                (d)

              	
                Without
      prejudice to the aforegoing, and except for the purposes of fundraising,
      the Company shall not mention the University’s and/or the Licensor’s name,
      unless required by law, in any manner or for any purpose in connection
      with this Agreement, or any matter relating to the Registered Patents,
      without obtaining the Licensor’s prior written
  consent.

              


      

      


      
        	
              	
                (e)

              	
                As
      a precondition to any Sub-License, the Company shall ensure that in
      regards to any then applicable confidential information of the Licensor to
      be disclosed in the Sub-License, the Sub-Licensee procure that the
      employees and persons engaged thereby execute a confidentiality agreement
      substantially similar in content to this Section
  11.

              


      

      


      
        	
              	
                (g)

              	
                This
      section 11 shall survive expiry or termination of this
      Agreement.

              


      

      


      
        	
              	
                (i)

              	
                The
      provisions of this section shall be subject to permitted publications
      pursuant to section 12 herein.

              


      

      


      Publications

      
          

        
          	12.	
                  (a)

                	
                  The
      Parties hereby agree to co-ordinate with each other regarding publications
      involving the work of the Researchers, related to the Registered Patents,
      but otherwise the Company shall be free to publicize as it sees fit. The
      Company thus undertakes not to publish any information involving work
      performed by the Researchers, including the Development Results, if
      applicable, thereof without obtaining the Licensor’s prior written consent
      to the publication and the manner of making such
    publication.

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Licensor shall ensure that no publications in writing, in scientific
      journals or orally at scientific conventions relating to the results of
      any Further Research, are published by it or its Researchers, without the
      Company’s consent.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Company undertakes to reply to such any request for publication by the
      Licensor within 30 days of application. The Company may only decline such
      an application upon reasonable grounds which shall be fully detailed in
      writing.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Should
      the Company decide not to allow publication as provided in sub-section (b)
      above for reasons which in the Licensor’s opinion are unreasonable,
      publication shall be postponed for a period of not more than 3 months to
      enable for the registration of
patents.

              


      


      
        
           


        

        
          Page 11
of 24

          
            

          

        

        
           


        

      

      


      
        	
              	
                (e)

              	
                The
      provisions of this section shall not prejudice any other right which the
      Licensor has pursuant to this Agreement and at
  law.

              


      

      


      
        	
              	
                (f)

              	
                For
      the avoidance of doubt, the provisions of this section in connection with
      the prohibition against publication shall not apply whatsoever to internal
      publication by the Licensor made in the University for the Researchers and
      employees.

              


      

      


      Liability
and Indemnity

      
         

        
          	13.	
                  (a)

                	
                  THE
      LICENSOR MAKES NO WARRANTIES OF ANY KIND WITH RESPECT TO THE REGISTERED
      PATENTS. IN PARTICULAR, THE LICENSOR MAKES NO EXPRESS OR IMPLIED
      WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE NOR IS
      THERE A WARRANTY THAT THE USE OF THE REGISTERED PATENTS WILL NOT INFRINGE
      ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER RIGHTS. IN ADDITION, NOTHING IN
      THIS AGREEMENT MAY BE DEEMED TO BE A REPRESENTATION OR WARRANTY BY THE
      LICENSOR OF THE VALIDITY OF ANY OF THE PATENTS OR THEIR REGISTRABILITY OR
      THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS, FOR ANY PURPOSE, OF THE
      REGISTERED PATENTS. THE LICENSOR HAS NO OBLIGATION, EXPRESS OR IMPLIED, TO
      SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE
      PRODUCTION, MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT OR
      SERVICE. THE LICENSOR HAS NO LIABILITY WHATSOEVER TO THE COMPANY OR ANY
      THIRD PARTIES FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY
      KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST,
      OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON COMPANY OR ANY OTHER
      PERSON OR ENTITY, ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM
      (i) the production, use, practice, lease, or sale of any Product or
      service; the use of the Registered Patents; or (ii) any advertising or
      other promotional activities with respect to any of the
      foregoing.

                


        

      

      


      The
Company acknowledges, declares and represents that nothing in this Agreement may
be deemed to be a representation or warranty by Yissum of the validity of any of
the Registered Patents detailed herein, or their registrability or of their
accuracy, efficacy, or usefulness, safety for any purpose. Other than normal
patent maintenance detailed in section 9 hereinabove, Yissum bears no
responsibility whatsoever in relation to patent coverage in specific
geographical areas, including the patent protection afforded therein. The
Company waives all claims and/or demands of Yissum in relation
thereto.

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company shall be liable for any loss, injury and/or damage whatsoever
      caused to its employees and/or any person acting on its behalf and/or to
      the employees of the Licensor and/or any person acting on its behalf
      and/or the Researcher and his/her team, and/or to any third party by
      reason of the Company’s acts and/or omissions pursuant to this Agreement
      and/or by reason of any use made of the Registered Patents, the Further
      Research Results, the Development Plan, the Development Results, Product,
      License and/or anything connected therewith by any third party
      whatsoever.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Company undertakes to compensate, indemnify, defend and hold harmless the
      Licensor and/or any person acting on its behalf and/or any of its
      employees and/or representatives and/or the University and/or the
      Researcher and his/her team (herein referred to as “Indemnitees”) against
      any liability including product liability, damage, loss or expenses
      including reasonable legal fees and litigation expenses incurred by or
      imposed upon the Indemnitees by reason of the Company’s acts and/or
      omissions and/or which derive from its use, development, manufacture,
      marketing, sale and/or sub-licensing of the Product and/or Registered
      Patents. Notwithstanding the foregoing, this indemnity shall not apply to
      liability arising out of claims by third parties for infringement of
      intellectual property rights.

              


      


      
        
           


        

        
          Page 12
of 24

          
            

          

        

        
           


        

      


      


      
        	
              	
                (d)

              	
                During
      the Development Period the Company shall procure and maintain, at its own
      cost and expense, comprehensive general liability insurance in amounts as
      are industry standard for similar circumstances. Beginning at the time as
      any Product shall be commercially distributed or sold by the Company or by
      a Sub-Licensee, but in any event no later than the First Commercial Sale,
      the Company and its Sub-License (if applicable) shall procure and
      maintain, at their own cost and expense, comprehensive general liability
      insurance in amounts that are standard in the industry for similar
      products. The minimum amounts of insurance coverage required shall not be
      construed to create a limit of the Company’s liability with respect to its
      indemnification under this
Agreement.

              


      

      


      Such
comprehensive general liability insurance shall provide: (i) product liability
coverage; (ii) contractual liability coverage for the Company’s indemnification
under this Agreement and in particular as stated above in sub-section (c); and
(iii) name the Licensor as an additional insured without any right of
subrogation against the Licensor.

      


      
        	
              	
                (e)

              	
                The
      Company shall provide the Licensor with written evidence of such insurance
      upon request of the Licensor. The Company shall provide the Licensor with
      written notice at least fifteen days prior to the cancellation,
      non-renewal or material change in such insurance; if the Company does not
      obtain replacement insurance providing comparable coverage within such
      fifteen day period, this shall constitute a breach of this Agreement, and
      the Licensor shall have the right at the end of such fifteen day period to
      apply the procedure and provisions of termination section
    14.

              


      

      


      
        	
              	
                (f)

              	
                The
      Company shall maintain, at its own expense, comprehensive general
      liability insurance beyond the expiration or termination of this Agreement
      during the period that a Product relating to and/or developed pursuant to
      this Agreement is being commercially distributed or sold by the Company
      and/or Sub-Licensee.

              


      

      


      Termination
of the Agreement

      
         

        
          	14.	
                  (a)

                	
                  Without
      prejudice to either party’s rights pursuant to this Agreement or at law
      and subject to Section 4(g) of this Agreement, either Party may terminate
      this Agreement by written notice to the other only in the following
      cases:

                


        

      

      


      
        	
              	
                (1)

              	
                Breach
      of this Agreement, including Fundamental Breaches, and such breach is not
      remedied within 45 days of written
notice;

              


      

      
        	
              	
                (2)

              	
                If
      any of the following occur (i) the other Party passes a resolution for
      voluntary winding up or a winding up application is made against it and
      not set aside within 60 days; and/or (ii) a receiver or liquidator is
      appointed for the other Party; and/or (iii) the other Party enters into
      winding up or insolvency or bankruptcy proceedings, and the affected Party
      fails within 90 days to demonstrate substantive evidence that it will be
      able to reverse said event and continue operations. Each of the Parties
      undertakes to notify the other within seven days if any of the
      abovementioned events occur.

              


      

       

      
        	
              	
                (b)

              	
                The
      following shall be deemed breaches of this Agreement, entitling the
      Licensor to terminate the Agreement and the License granted
      hereunder:

              


      

      


      
        	
              	
                (1)

              	
                Failure
      by the Company to fulfill its obligation to make good faith efforts to
      develop a Product in accordance with Section 7 hereinabove;
    or

              


      

      
        	
              	
                (2)

              	
                Non-performance
      or delay of over than 180 days in the performance of the then applicable
      approved Development Plan.

              


      

      
        	
              	
                (3)

              	
                In
      the event the Company fails to issue the Equity or fails to pay the past patent
      expenses, as set forth in section 5(b), by March 31,
  2006.

              


      


      
        
           


        

        
          Page 13
of 24

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (c)

              	
                Upon
      termination of this Agreement and termination of the License, or upon this
      Agreement ending for any reason, the License shall revert to the Licensor,
      and the Licensor shall be free to enter into agreements with any other
      third parties for the granting of the License and/or any other right
      regarding the Registered Patents.

              


      

      


      The
Company shall return and/or transfer to the Licensor, within 30 days of
termination, all material, in soft or hard copy, relating to the Registered
Patents and/or results of the Further Research and/or Development Results and/or
Product connected with the License, and it may not make any further use thereof.
In case of termination as set out herein, the Company will not be entitled to
any reimbursement of any amount paid to the Licensor in terms of this Agreement.
The Licensor shall be entitled to conduct an audit in order to ascertain
compliance with this provision and the Company agrees to allow access to the
Licensor and/or its representatives for this purpose.

      


      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      the aforesaid, the end or termination of this Agreement shall not release
      the Company from its obligation to carry out any financial or other
      obligation which it was liable to perform prior to the Agreement’s end or
      termination. Sections 8, 11, 12, 13, 15 and 16 shall survive termination
      of this Agreement.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                For
      the sake of clarity, failure to comply with the terms and conditions of
      sections 2, 3, 4, 5, 7, 8, 9, 10, 11, 12 and 13 shall constitute a
      fundamental breach hereunder (“Fundamental
  Breaches”).

              


      

       

      Law

      


      
        	
                15.

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

              


      

      


      Notwithstanding
the above, the Company hereby agrees that, in the event that no treaty exists
upholding the enforceability of temporary orders or decisions issued by Israeli
courts in the foreign jurisdiction in which the Licensor may require such an
order or decision to be upheld, the Licensor may, at its own discretion, elect
the place of jurisdiction for the obtaining of writs against the Company. The
Company undertakes not to object to the enforcement against it of writs and
decisions issued by any aforesaid jurisdiction under such circumstances. The
Company hereby waives any immunity it may have against enforcement of any
judgment obtained against it by the Licensor.

      


      Arbitration

      
         

        
          	16.	
                  (a)

                	
                  All
      differences and disputes arising between the parties in connection with
      the Agreement and/or its interpretation and/or its performance and/or
      breach, shall be referred for the decision of a single arbitrator, whose
      identity shall be determined by mutual consent of the
    parties.

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                Should
      the parties not reach agreement as to the arbitrator’s identity, the
      arbitrator shall be appointed by the President of the Jerusalem district
      of the Israeli Bar Association on the application of either of the
      parties.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      arbitration shall be held in Israel. The arbitrator shall not be bound by
      the civil procedure regulations and laws of evidence but shall be bound by
      the substantive law of Israel and be liable to give grounds for his
      decision. The Arbitrator shall be empowered to grant temporary injunctions
      and orders, which shall be enforceable in foreign jurisdictions, as per
      Section 16 above.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      arbitrator’s decision shall be final and binding upon the parties, and
      shall be enforceable in foreign jurisdictions, as per Section 16
      above.

              


      

      


      
        	
              	
                (e)

              	
                The
      execution of this Agreement shall constitute the execution of an
      arbitration deed.

              


      


      
        
           


        

        
          Page 14
of 24

          
            

          

        

        
           


        

      

       

      Miscellaneous

      
         

        
          	17.	
                  (a)

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

                


        

      

      


      
        	
                 
      

              	
                (b)

              	
                Assignment.
      Except for a transfer or assignment in connection with a merger,
      acquisition or other change of control, the Company shall not be entitled
      to transfer and/or assign and/or endorse its rights and/or duties and/or
      any of them pursuant to this Agreement, to a third party, without the
      prior written consent of the Licensor, which shall not be unreasonably
      withheld by Licensor. In the event Licensor does not consent to the
      assignment, it shall provide the Company with a detailed explanation
      within 30 days after receiving written notice from Company about the
      proposed transfer of rights.

              


      

      


      In the
event of assignment in connection with a merger, acquisition or other change of
control, the Company undertakes to ensure that it successors shall be bound by
the terms and conditions of this Agreement as if they were a party to this
Agreement. Failure to do so shall entitle the Licensor to terminate this
Agreement under section 14 (a).

      


      
        	
                 
      

              	
                (c)

              	
                No waiver. The
      failure or delay of a party to the Agreement to claim the performance of
      an obligation of the other party shall not be deemed a waiver of the
      performance of such obligation.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Linkage. All
      payments to be effected in accordance with the terms of this Agreement
      shall be linked to the Israeli Consumer Price Index, and the month of the
      signing of this Agreement shall serve as the base for all
      calculations.

              


      

      


      
        	
                 
      

              	
                (e)

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

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Entire
      Agreement. This Agreement constitutes a full and complete Agreement
      between the parties and may only be amended by a document signed by both
      parties.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Disclosure of
      Agreements with Researcher. The Company shall disclose to the
      Licensor any existing agreement and/or arrangement of any kind with the
      Researcher and or any representative thereof, and shall not enter any
      agreement and/or arrangement of any kind with the Researcher or
      representative thereof, without the prior written consent of the
      Licensor.

              


      

      


      Non-compliance
with this sub-section constitutes a fundamental breach of this agreement and the
Licensor, at its sole discretion, shall have the right to terminate the
Agreement under terms and conditions as stated in section 14.

      


      The
Company acknowledges that pursuant to the Consultancy Agreements with the Prof.
Ed Mitrani, the Company owes Consultancy Fees to the Prof. Mitrani, in the total
amount detailed in Appendix H, (hereinafter: “Unpaid
Consultancy Fees”). The Company
hereby agrees to make full payment of the Unpaid Consultancy Fees, in accordance
with the agreed payment Schedule detailed in Appendix H.

       

      
        	
                 
      

              	
                (h)

              	
                Taxes. Prices
      mentioned in this agreement do not include Value Added Tax (VAT). All
      taxes and duties to be paid in connection with this agreement, including
      any VAT (if applicable), shall be borne by the Company. Any duties or
      taxes paid by the Licensor in connection with this contract shall be
      reimbursed by the Company.

              


      


      
        
           


        

        
          Page 15
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      Notices

       

      
        	
                18.

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

              


      

       

      The
Licensor:

      Yissum
Research Development Company 

      of the
Hebrew University of Jerusalem, 

      P.O. Box
39135,

      Jerusalem
91390 

      Israel

       

      The
Company –________________________________

       

      or such
other address furnished in writing by one party to the other. Any notice sent as
aforesaid shall be deemed to have been received seven days after being posted by
registered mail with copy by receipted fax or email with written
confirmation.

      


      ******

      


      IN
WITNESS THE HANDS OF THE PARTIES

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              THE
      LICENSOR

                                            	 
      	
                                              THE
      COMPANY

                                            	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
                                              By:

                                            	 
      	 
      	
                                              By:

                                            	 
      	 
      
	 	 	 	 	 	 
	
                                              Name: 

                                            	 
      	 
      	
                                              Name: 

                                            	 
      	 
      
	 	 	 	 	 	 
	
                                              Title:

                                            	 
      	 
      	
                                              Title:

                                            	 
      	 
      
	 	 	 	 	 	 
	
                                              Date:

                                            	 
      	 
      	
                                              Date:

                                            	 
      	 
      


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      We the
undersigned, Prof. Mitrani and Prof Panet, have reviewed, are familiar with and
agree to all of the above terms and conditions. We hereby undertake to fully
cooperate with the Licensor in order to ensure its ability to fulfill its
obligations hereunder, as set forth herein.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 
      	 
      	 
      
	
                                            Prof.

                                          	 
      	 
      	
                                            Date
      signed

                                          
	 
      	 
      	 
      	 
      
	 	 	 
	
                                            Prof.

                                          	 
      	 
      	
                                            Date
      signed

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
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      Appendix
A

       

      The
Registered Patents and the Scope

       

      DEFINITIONS OF TECHNOLOGY
AND SCOPE:

       

      Yissum has patent/s rights developed
by Prof./Dr. Ed Mitrani in the field of exploitation of Micro Organ and the
micro-organ technologies (MO) described in the Registered Patents and Patent
Applications and know how and technical data developed by Prof./Dr.
Ed Mitrani and Prof./Dr. Amos Panet in the field of exploitation of
Micro Organ and the micro-organ technologies (MO) (“Technology”) for
production and use of:

      MO whose
genetic material has been modified from its natural state by transfection using
any transfection technique (viral or other means), or are derived from
transgenic animals altered by genetic engineering methods and are used
exclusively in,

      a.) In
developing or implementing gene therapy, i.e., the introduction to the body of
genes (whether foreign or modified autologous) for the purpose of producing
recombinant proteins used in the prevention, treatment, diagnosis or curing
disease.

      b) In the
development, in vitro testing and in vivo production of recombinant proteins or
nucleic acids including DNA and RNA, whether sense RNA or antisense
RNA.

      c) Using
MOs whose genetic material has not been modified or that are derived from non
transgenic animals, solely and exclusively for testing the safety, efficacy and
quality assurance of the MOs whose genetic material has been modified or that
are derived from transgenic animals, as aforesaid, whether in vitro or in vivo,
whether in the recipient or in another body. (“Scope”)

      


      The Scope
will NOT include:

      a) Use of
liver MO;

      b) Use of
kidney MO;

      c) Use of
pancreas MO;

      d) Uses
of MO for the purpose of inducing angiogenesis, which includes stimulating
and/or promoting the growth or formation of new and/or nascent blood vessels,
and/or the maintenance of said affected blood vessels.

      For the
sake of clarity uses of MO as defined in a) through c) above, for the induction
of physiological vasoconstriction and vasodilatation and to the extent that they
are not for the purpose of inducing angiogenesis as therapeutic, as aforesaid,
are not excluded.


      
        
           


        

        
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      Appendix
B

      License
Fee

       

      The
Company hereby undertakes to pay the Licensor a License Fee in the amount of
Four Hundred Thousand US Dollars (US$400,000), in the following
manner;

      


      
        	
                 
      

              	
                (i)

              	
                Installment
      1 in the amount of Fifty Thousand US Dollars (US$50,000) shall be paid
      when the accrued investments in the Company by any third party, from the
      date of the MOU (23rd
      of May 2005), amount to at least
$3,000,000

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                Installment
      2 in the amount of One Hundred and Fifty Thousand US Dollars (US$150,000)
      shall be paid when the accrued investments in the company by any third
      party, from the date of the MOU (23rd
      of May 2005), amount to at least
$12,000,000

              


      

      


      
        	
              	
                (iii)

              	
                Installment
      3 in the amount of Two Hundred Thousand US Dollars (US$200,000) shall be
      paid when the accrued investments in the company by any third party, from
      the date of the MOU (23rd
      of May 2005), amount to at least
$18,000,000

              


      


      
        
           


        

        
          Page 21
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      Appendix
C

       

      Consultancy
Agreements


      
        
           


        

        
          Page 22
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      Appendix
D

      


      Consultancy
Fee Payment Schedule


      
        
           


        

        
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      Appendix
E

      


      The
Development Plan

      


      APPENDIX E: Initial
Development Plan DRAFT Nov. 23, 2005

      


      Subject
to approval by the Company’s Board of Directors, the following summarizes the
key elements of the Development plan.

      


      Objectives
of the development plan are to achieve a clinical BP-EPO version with protein
production profile judged likely to be capable of successfully providing at
least 4-6 months’ elevated hematocrit in CKD patients. The key challenge is to
demonstrate that at least one of the new, custom vectors (currently comprising
varieties of AAV vectors, and gutless Adeno vectors) yield the required
quantities of EPO production per Biopump for several months in vitro and in SCID
mice. Based on the preliminary results before operations shut down, this appears
achievable through optimization work typical of what the company has done to
date. This would be followed in the next stage, with further funding, by a
proof-of-concept clinical trial similar to the proof-of-principle trial, but one
which Medgenics believes has high likelihood to demonstrate clinically useful
performance.

      


      Stage
1: the first
stage of the restart plan is designed to achieve the key performance milestone
within 12 months of new funding: clear in-vitro and in-vivo evidence of the
requisite long lasting Biopump performance for EPO, with clear path to clinical
trial approval. This will be accomplished using manual biopump preparation, not
using the Bioreactor. The Bioreactor is to be operated and tested on a modest
scale during the latter part of Stage 1, as a benchmark prior to optimization to
proof of concept as part of Stage 2. The new vectors will be tested and
optimized using human skin microogans obtained from freshly removed skin slabs
in abdominoplasty procedures, as was done previously. Several aspects of the
processing protocol, shown to optimize results in previous testing with the
original vectors, will be tested for best results using the new vectors in
Biopumps. Steps towards key milestone include:

      


      
        	
                 
      

              	
                1.

              	
                Demonstration
      of significant EPO secretion from each of the new, completed
      vectors

              


      

      
        	
                 
      

              	
                2.

              	
                Demonstration
      of requisite sustained levels for at least 2 months, without signs of
      imminent decline, from at least one of the
  vectors

              


      

      
        	
                 
      

              	
                3.

              	
                Key
      Milestone: reproducible demonstration from at least one of the vectors, of
      requisite sustained EPO levels for 4-6 months in vitro and in SCID mice,
      projected to be capable of elevating hematocrit in patients for at least
      4-6 months

              


      

      In
parallel:

      
        	
                 
      

              	
                ·

              	
                Key
      patents will be maintained and national phase filings
    pursued

              


      

      
        	
                 
      

              	
                
                  ·

                

              	
                Preparations
      for potential GMP production of the selected
  vector.

              


      

      In
addition, the selected vector will also be prepared with the gene for an
additional, commercially attractive protein, with feasibility demonstrated in
vitro and in mice by month 15.


      
        
           


        

        
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