Exhibit
4.15


 


Execution
version


  


THE
SYMBOL “[****]” DENOTES PLACES WHERE PORTIONS OF THIS DOCUMENT HAVE BEEN OMIITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. SUCH MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION


 


FIRST
AMENDMENT TO LICENSE AGREEMENT


 


This
First Amendment to License Agreement (“First Amendment”) is effective as of 8 April, 2014 (the “Effective
Date”), by and between, YISSUM RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD., of Hi
Tech Park, Edmond J Safra Campus, Givat Ram, Jerusalem 91390 Israel, (“Yissum”) of the one part; and


 


TYRNOVO
LTD., of 8 Abba Eban Ave. Herzliya Pituach 46723, Israel, (the “Company”), of the second part;


 


(each
a “Party” and jointly, the “Parties”).


 


WHEREAS,
Yissum and the Company signed a License Agreement dated 15 August 2013 (the “License Agreement”) pursuant and
subject to the terms and conditions of which, Yissum granted the Company an exclusive worldwide license to make commercial use
of the Licensed Technology in order to commercialize, exploit, develop, have developed, manufacture, have manufactured, market,
import, export, distribute, offer to sell, or sell Products; and


 


WHEREAS,
the Parties confirm that the first Condition Precedent (being receipt of NovoTyr Shareholders Approval) has been fulfilled and
the Effective Date of the License Agreement is the date of signature thereof (i.e. 15 August 2013); and


 


WHEREAS,
Yissum is a party, by virtue of an assignment to Yissum by NovoTyr Therapeutics Ltd., (“NovoTyr”), to: (i)
a Material Transfer Agreement with The University of British Columbia (“UBC”) effective as of 27 November 2011,
a copy of which is attached hereto as Annex A1 (the “UBC MTA”); (ii) a Material Transfer Agreement with
The University of Texas M.D. Anderson Cancer Center (“MD Anderson”) effective as of 28 February 2011, as amended
by an Amending Agreement effective as of 11 July 2011, a copy of which is attached hereto as Annex A2 (the “MD
Anderson MTA”); (iii) a Material Transfer Agreement with The Regents of the University of Michigan (“UM”)
effective as of 23 September 2009, a copy of which is attached hereto as Annex A3 (the “UM MTA”) and
(iv) a Material Transfer Agreement with Hadassah Medical Organization (“HMO”) effective as of 1 January 2010,
a copy of which is attached hereto as Annex A4 (the “HMO MTA”), pursuant to which each of UBC, MD Anderson,
UM and HMO, respectively were provided certain materials as described in Annex B hereto (the “Research Materials”)
for the purpose of conducting academic research as more fully described in the UBC MTA, the MD Anderson MTA, and the UM MTA respectively
(together, the “U.S. MTAs”) and in the HMO MTA; and


 


WHEREAS,
pursuant to a Material Transfer Agreement among Yissum, Dr. Ehud Cohen, a researcher at the Hebrew University of Jerusalem (“Dr.
Cohen”) and NovoTyr, effective as of 1 January 2010 (the “Dr. Cohen MTA”), which was terminated by
mutual agreement on 15 January 2014, Dr. Cohen conducted certain academic research at the Hebrew University of Jerusalem with
respect to certain of the Research Materials and shall continue to conduct such academic research with respect to such materials
as contemplated in Section 3.2 of the License Agreement; and


 






    	 	-1-	 



     


    

 


WHEREAS,
pursuant to a Material Transfer Agreement among the Company, Bar Ilan Research and Development Company Ltd. (“BIRAD”)
and Prof. Izhak Haviv, a researcher at Bar Ilan University (“Prof. Haviv”), effective as of 12 February 2014
(the “BIRAD MTA”), a copy of which is attached as Annex C, the Company shall provide BIRAD and Prof.
Haviv with the Research Materials for the purpose of conducting certain services as more fully described in the BIRAD MTA and
Yissum consented to the provision of the Research Materials to and use thereof by BIRAD and Prof. Haviv for the said purpose,
all subject to the terms and conditions of the BIRAD MTA; and


 


WHEREAS,
it is acknowledged that: (i) the Research Materials provided to UBC, MD Anderson, UM, HMO and Yissum by NovoTyr and to be provided
to BIRAD and Prof. Haviv by the Company as aforesaid constitute Licensed Technology and/or fall within the scope of the License
granted to the Company under the License Agreement; and (ii) other materials may be provided to UBC and/or MD Anderson under the
U.S. MTAs and/or to BIRAD under the BIRAD MTA and/or Dr. Cohen may use other materials for academic research at the Hebrew University
of Jerusalem which may constitute Licensed Technology and/or fall within the scope of the License as aforesaid, which shall be
added to Annex B (such other materials, collectively, the “Other Materials”); and


 


WHEREAS,
the Company agrees to the continued use of such materials pursuant to the U.S. MTAs and the the HMO MTA and further agrees to
abide by the terms and conditions thereof said MTAs; and


 


WHEREAS,
subject to the receipt of OCS Approval (as such term is defined in the License Agreement) and the written consent of UBC, MD Anderson,
UM and HMO, respectively, the Parties agree that Yissum shall assign to the Company each of the U.S. MTAs and the HMO MTA (as
applicable); and


 


WHEREAS,
in view of the foregoing, the Parties wish to amend the License Agreement as set out below,


 


NOW
THEREFORE, the Parties hereby agree as follows:


 


		1.	Capitalized
                                         terms in this First Amendment shall bear the meaning ascribed to such terms in the License
                                         Agreement unless the context otherwise requires.



 


		2.	The
                                         Preamble and all Annexes hereto shall constitute an integral part hereof.



 






    	 	-2-	 



     


    

 


		3.	The
                                         License granted under the License Agreement shall also apply to Yissum’s rights in the
                                         following, which shall be licensed to the Company “as is” and shall be included
                                         within the definition of Licensed Technology in the License Agreement:



 


(i)
all data, inventions, information, findings and other results generated, discovered and/or arising from the use of the Research
Materials and/or Other Materials provided to UBC, MD Anderson, UM, HMO which are owned by Yissum (collectively, the “NovoTyr
MTA Results”) arising prior to the receipt of the OCS Approval, provided that in the case of Inventions (as defined
in the MD Anderson MTA) directly relating to NT 157 and/or other materials and/or other Inventions which are jointly owned by
Yissum and MD Anderson, the license granted to the Company shall be non-exclusive only; and


 


(ii)
all Inventions (as defined in the BIRAD MTA) generated, discovered, reduced to practice and/or arising from Bar Ilan University’s
and/or Prof. Haviv’s and/or Prof. Haviv’s research team’s use of the Research Materials (collectively, the “BIRAD
Results”) arising prior to the receipt of the OCS Approval; and


 


(iii)
all inventions, ideas, information, findings and/or other results from the use of the Research Materials under the Dr. Cohen MTA
directly related to the Licensed Technology, which are generally described in Annex D hereto (collectively, the “Existing
HUJI Results”); and


 


(iv)
any inventions, ideas, information, findings or other results that are generated, discovered and/or arise from any future use
of the Research Materials and/or Other Materials by Dr. Cohen for academic research at the Hebrew University of Jerusalem, and
are directly related to the Licensed Technology, of which Yissum has been notified (collectively, the “Future HUJI Results”);


 


all
subject to Section 4 below and subject to the rights that each of UBC, MD Anderson, UM, HMO and/or BIRAD has under each of the
U.S. MTAs, the HMO MTA, and the BIRAD MTA respectively and to any restrictions contained therein.


 


		4.	Without
                                         derogating from the foregoing, it is hereby agreed that:



 


all
references to the Development Results in the License Agreement shall also refer to: (a) all BIRAD Results arising following the
receipt of the OCS Approval; and


 


(b)
all NovoTyr MTA Results arising following the receipt of the OCS Approval, subject to the assignment by Yissum to the Company
of each of the U.S. MTAs and the HMO MTA with the written consent of UBC, MD Anderson, UM and HMO, respectively, as aforesaid.


 


In
the event that any of the U.S. MTAs and/or the HMO MTA are not assigned to the Company for any reason, all NovoTyr MTA Results
arising under the relevant U.S. MTA(s) and/or the HMO MTA (which is not assigned as aforesaid) following the receipt of the OCS
Approval shall be included within the License and, therefore, within the definition of Licensed Technology in the License Agreement.


 






    	 	-3-	 



     


    

 


		5.	Without
                                         derogating from the indemnification obligations of the Company pursuant to Section 14.3
                                         of the License Agreement, the Company undertakes to compensate, indemnify, defend and
                                         hold harmless the Indemnitees (as defined in Section 14.3) against any claim, investigation
                                         or liability including, without limitation, product liability, damage, loss, costs and
                                         expenses, including legal costs, attorneys’ fees and litigation expenses, incurred
                                         by or imposed upon the Indemnitees directly or indirectly arising from or in connection
                                         with any or all of the U.S. MTAs and/or the HMO MTA and/or the use, development, manufacture,
                                         marketing, sale or sublicensing by the Company, any Affiliate or any Sublicensee of any
                                         the NovoTyr MTA Results, the BIRAD Results, the Existing HUJI Results and the Future
                                         HUJI Results.



 


		6.	This
                                         First Amendment shall be read together with the License Agreement, and save for the changes
                                         contained herein, all the terms and conditions contained in the License Agreement remain
                                         unchanged, and in full force and effect.



 


		7.	This
                                         First Amendment together with the License Agreement (as amended hereby) constitute the
                                         entire agreement between the Parties in respect of the subject matter hereof, and supersede
                                         all prior agreements or understandings between the Parties relating to the subject matter
                                         hereof, and this First Amendment may be amended only by a written document signed by
                                         the authorized representatives of both Parties.



 


[signature
page follows]


 




    	 	-4-	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this First Amendment to be executed effective as of the date first above written.


 


	YISSUM
    RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM LTD.	 	TYRNOVO
    LTD.
	 	 	 	 	 
	Signature:	/s/
    Yaacov Michlin	 	Signature:	/s/
    Trynovo Ltd.
	Name:	Yaacov
    Michlin	 	Name:	Gil
    Pogozelich
	Title:	CEO	 	Title:	Chairman
	Date:	 	 	Date:	May
    29, 2014
	 	 	 	 	 
	Signature:	/s/
    Ariela Merkel	 	 	 
	Name:	Ariela
    Markel	 	 	 
	Title:	VP
    Licensing, Biothecnology	 	 	 


 


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


 


	/s/	 	 
	Dr.
    Ehud Cohen	 	Date
    signed


 


Annexes:


 


Annex
A1 – the UBC MTA


Annex
A2 – the MD Anderson MTA


Annex
A3 – the UM MTA


Annex
A4 – the HMO MTA


Annex
B– the Research Materials


Annex
C – the BIRAD MTA


Annex
D – the Existing HUJI Results


 




    	 	-5-	 



     


    

 


Annex
A


 


Attached:
Annexes A(1); A(2); A(3) and A(4)


 






    	 	-6-	 



     


    




 


MATERIAL
TRANSFER AGREEMENT


 


THIS
MATERIAL TRANSFER AGREEMENT (this “Agreement”), effective as of 27 November, 2011, is made and entered into by
and between NovoTyr Therapeutics Ltd., a company duly incorporated under the laws of Israel, of P.O.B. 408, Kiryat Shmona
11013, Israel (“the Company”), and The University of British Columbia, a non-profit state related organization
operating under the University Act of British Columbia, CANADA of 103-6190 Agronomy Road, Vancouver, British Columbia,
Canada (“Recipient Institution”), at which Prof. Dr. Michael Cox, is a researcher (“the Scientist”)
(together, Recipient Institution and the Scientist will be known as the “Recipient”).


 


WHEREAS,
the Company, the Recipient and the Scientist wish the Recipient and the Scientist to receive one or more samples of the Company’s
proprietary materials (such Company materials and any derivatives and modifications thereof, hereinafter, collectively, “the
Materials”) and confidential information relating to the Materials of the Company, its business or technology (the “Confidential
Information”) for the sole purpose of conducting academic research and testing with respect thereto (“the Purpose”).


 


NOW
THEREFORE, the parties hereby agree as follows:


 


		1.	The
                                         Company shall supply certain Materials to Recipient for use by the Scientist as aforesaid
                                         in the Preamble hereto and may disclose Confidential Information to Recipient in relation
                                         thereto. All Confidential Information must be clearly identified in writing as “Confidential”
                                         either at the time of disclosure or within thirty (30) days thereafter.



 


		2.	Recipient
                                         may use the Materials and the Confidential Information solely for the Purpose. Recipient
                                         shall not use the Materials, the Confidential Information or any substance that is replicated
                                         or derived therefrom for any commercial or profit-generating purpose, or in the conduct
                                         of research that is subject to consulting, licensing or other similar legal or commercial
                                         obligations to another institution, corporation, or business entity.



 


		3.	Recipient
                                         shall use the Material only at Recipient Institution and only in the Scientist’s
                                         laboratory under the direction of the Scientist or of others working under his direct
                                         supervision. Recipient shall not transfer the Material to any other person (including,
                                         any other person within Recipient Institution) without the Company’s prior written consent,
                                         and shall prohibit access thereto by unauthorized third parties. Recipient shall, and
                                         shall cause the Scientist to store and use the Materials and any written copies of Confidential
                                         Information in a safe place and in a safe manner.



 


		4.	Recipient
                                         represents to the Company that: (i) Recipient and the Scientist are regularly engaged
                                         in conducting laboratory studies and have all the required authorizations, approvals,
                                         registrations, licenses, and permits and are entitled to perform such experimental work
                                         at the Scientist’s laboratory at Recipient Institution; (ii) Recipient is entitled
                                         under all applicable laws, rules and regulations to use the Materials according to this
                                         Agreement; (iii) Recipient has adequate training and facilities to study the Materials
                                         according to this Agreement and the Scientist will directly supervise the use thereof
                                         hereunder.



 






    	 	-7-	 



     


    

 


Recipient
undertakes that (a) Recipient Institution shall, and shall cause the Scientist to use the Materials in accordance with all applicable
laws and regulations and in accordance with all applicable guidelines and ethical principles; and (ii) Recipient shall use the
Materials under suitable containment conditions and the Materials will under no circumstances be administered to humans.


 


		5.	Recipient
                                         confirms to the best of its knowledge (after making due enquiry) to the Company that
                                         it is not a party to any agreement with a third party: (i) that would be in conflict
                                         with the obligations undertaken by Recipient under this Agreement; (ii) that would prevent
                                         Recipient from carrying on research with the Materials; or (iii) that would be in conflict
                                         with the rights of the Company under this Agreement.



 


		6.	The
                                         Materials and the Confidential Information will be held strictly confidential and Recipient
                                         shall treat and/or protect the Material and the Confidential Information with the same
                                         degree of care that it maintains and protects the confidential information of Recipient,
                                         but in any event, no less than a reasonable degree of care. Recipient shall not disclose
                                         the Materials and the Confidential Information to any third party, unless published in
                                         accordance to section 11; or unless such disclosure is required by law or court order,
                                         in which case, the Company will be promptly informed thereof by Recipient Institution
                                         or the Scientist (as the case may be) so that the Company may seek a protective order
                                         or other remedy. In any event, Recipient shall disclose only that portion of the Confidential
                                         Information that is legally required to be disclosed. Notwithstanding the aforegoing,
                                         the Confidential Information shall not include any information in respect of which it
                                         can be shown by written evidence that: (i) at the time of first disclosure, the information
                                         was already in the possession of Recipient Institution or the Scientist; or (ii) the
                                         information is in the public domain at the time of disclosure or becomes part of the
                                         public domain thereafter without Recipient Institution or the Scientist or other scientists
                                         or employees of Recipient Institution being responsible therefor; (iii) the information
                                         has been received on a non-confidential basis from a third party that is not bound by
                                         a confidentiality obligation; or (iv) is independently developed by employees, agents
                                         or consultants of the Recipient who had no knowledge of or access to the Company’s
                                         Confidential Information as evidenced by the Recipient’s written records.



 


		7.	The
                                         Materials and the Confidential Information are and shall remain the exclusive property
                                         of the Company and, upon termination of this Agreement or otherwise at the Company’s
                                         request, Recipient shall, in accordance with the Company’s instructions, either
                                         return to the Company or dispose of in accordance with the applicable laws and regulations,
                                         all Materials and written Confidential Information, and any copies and derivatives thereof.



 






    	 	-8-	 



     


    

 


		8.	The
                                         Company shall own all right, title and interest in and to: (i) any, inventions, techniques,
                                         compositions, compounds, substances, formulations, improvements, applications, information,
                                         and findings relating to the Materials that are generated, discovered, reduced to practice
                                         and/or arise from Recipient’s use of the Materials (collectively, “Inventions”);
                                         and (ii) all patents, copyrights, know-how trademarks and other intellectual property
                                         in and/or covering the Inventions. All Inventions shall be promptly disclosed to the
                                         Company and upon the Company’s request, Recipient shall execute and deliver to
                                         the Company any document or instrument (including, deeds of assignment) and shall take
                                         all further acts reasonably required to transfer and/or assign all right, title and interest
                                         in and to the Inventions to the Company. Without derogating from the aforegoing, in the
                                         event that any Invention is generated, discovered or reduced to practice by the Scientist
                                         and/or any other scientist or employee of Recipient Institution as aforesaid, the Company
                                         agrees to name the Scientist and/or such other scientist or employee as inventors of
                                         such Invention in any patent application filed in respect thereof. For the purpose of
                                         this Agreement, the Inventions shall be deemed to be “Confidential Information”,
                                         all without derogating from the right of Recipient to publish the results of the Purpose
                                         subject to and in accordance with the provisions of section 11 below. Notwithstanding
                                         anything to the contrary in this Agreement, the Company hereby grants to Recipient a
                                         non-exclusive license to all Inventions for research and scholarly purposes exclusively.



 


		9.	Except
                                         as otherwise expressly provided in this Agreement (for the Purpose), nothing contained
                                         in this Agreement shall be construed as granting Recipient Institution or the Scientist
                                         any ownership, license or other rights, express or implied, in or to any of the Materials,
                                         or Confidential Information or in or to any patents, trademarks or other intellectual
                                         property rights relating to the Materials and/or the Inventions.



 


		10.	Recipient
                                         shall keep the Company informed with regard to the use of the Materials hereunder and
                                         shall provide the Company, at Company’s written request and upon completion or
                                         termination of this Agreement, with a written copy of all data generated therefrom. The
                                         data may be used by the Company for its internal evaluation. Notwithstanding the aforegoing,
                                         Recipient grants to the Company full access to any primary data relating to the Materials
                                         as well as the right to include the data in any patent applications and regulatory filings
                                         and in any Publication as defined in section 11 below.



 


		11.	In
                                         the event Recipient wishes to publish results of the Purpose, in scientific journals,
                                         manuscripts or at scientific meetings (each, a “Publication”), the
                                         release or publication of any such Publication shall be subject to the prior review of
                                         the Company. Each Publication will adequately acknowledge and appropriately reflect the
                                         contribution of the researchers and/or employees of each of the Company and Recipient
                                         and/or the source of the information included therein, in accordance with customary scientific
                                         practice. Recipient shall provide the Company with a copy of the contemplated Publication
                                         at least 45 (forty-five) calendar days prior to submission thereof for publication or
                                         presentation at scientific meetings (“Review Period”). The Company
                                         shall have the right to: (i) provide comments to the proposed Publication which comments
                                         shall be discussed by the Recipient Institution and/or the Scientist (as the case may
                                         be) and the Company in good faith and in a timely manner and be incorporated into the
                                         Publication accordingly, provided that the Scientist shall have final authority to determine
                                         the scope and content of any publication; or (ii) to object thereto because it contains
                                         Confidential Information or any patentable subject matter for which patent protection
                                         should be sought (prior to publication). Upon the Company’s written request such
                                         Confidential Information shall be deleted from such publication, provided that such deletion
                                         does not alter the integrity of results, and that Recipient is allowed to publish the
                                         results of the Purpose, subject to the terms of this section 11. In the event that any
                                         patentable subject matter is identified by Company within the Review Period, Recipient
                                         shall delay publication for a maximum of 90 (ninety) additional days to allow the Company
                                         an opportunity to file the required patent applications.



 






    	 	-9-	 



     


    

 


		12.	The
                                         Materials are provided to Recipient without any warranties, whether express or implied,
                                         including, without limitation, warranties of merchantability or fitness for a particular
                                         purpose. Without derogating from the aforegoing, the Company makes no representation
                                         or warranty, express or implied, that use of the Materials will not infringe any patent
                                         or other proprietary rights of a third party.



 


RECIPIENT
MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE DATA, INVENTIONS OR OTHER RESULTS ARISING
FROM THE PURPOSE OR WITH RESPECT TO ANY CONFIDENTIAL INFORMATION IT MAY DISCLOSE TO THE COMPANY. RECIPIENT SPECIFICALLY DISCLAIMS
ANY IMPLIED WARRANTY OF NON-INFRINGEMENT OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND WILL IN NO EVENT BE LIABLE
FOR ANY LOSS, WHETHER DIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL OR OTHER SIMILAR OR LIKE DAMAGES ARISING FROM ANY DEFECT,
ERROR OR FAILURE TO PERFORM, EVEN IF RECIPIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY ACKNOWLEDGES THAT
THE PURPOSE IS OF AN EXPERIMENTAL AND EXPLORATORY NATURE, THAT NO PARTICULAR RESULTS CAN BE GUARANTEED, AND THAT IT HAS BEEN ADVISED
BY RECIPIENT TO UNDERTAKE ITS OWN DUE DILIGENCE WITH RESPECT TO ALL MATTERS ARISING FROM THIS AGREEMENT.


 


The
conduct of any testing or research by Recipient Institution (or the Scientist or any other scientists or employees of Recipient
Institution) with respect to the Materials shall be its sole risk and responsibility and the Company will not be liable for any
consequences thereof. The Materials are to be used and handled with caution and prudence in any experimental work, since not all
characteristics of the Materials are necessarily known. The Company and the directors, officers, employees, agents and consultants
of the Company shall not be liable for any claims, demands, liabilities, costs, losses, damages or expenses (including legal costs
and attorneys’ fees) that directly or indirectly arise out of or result from the use, application, storage or disposal of
the Materials and/or Confidential Information by Recipient Institution, the Scientist or any other scientists or employees of
Recipient Institution (hereinafter, collectively, “Liabilities”), except to the extent that such Liabilities
are finally proven to have resulted directly from the Company’s gross negligence or willful misconduct. The Company hereby
indemnifies, holds harmless and defends the Recipient, its Board of Governors, directors, officers, employees, faculty, students,
invitees, and agents against any and all claims (including all reasonable legal fees and disbursements incurred) arising out of
the use by the Company of any Inventions, or any data or other results arising from the Purpose including, any damages or losses
arising from or out of same, howsoever the same may arise, except for claims arising out of gross negligence or willful misconduct
by Recipient’s researchers.


 






    	 	-10-	 



     


    

 


		13.	Since
                                         a breach by Recipient of any of the undertakings contained herein may result in irreparable
                                         and continuing damage to the Company for which there may be no adequate remedy at law,
                                         the Company shall be entitled, upon appropriate proof, to injunctive relief and/or a
                                         decree for specific performance, and such other relief as may be proper (including monetary
                                         damages, if appropriate).



 


		14.	



 


		14.1.	Without
                                         derogating from the parties’ rights hereunder or by law to any other or additional
                                         relief, it is agreed that the Company may terminate this Agreement at any time by serving
                                         a written notice to such effect on Recipient.



 


		14.2.	The
                                         termination of this Agreement for any reason shall not relieve a party of any of its
                                         respective obligations which shall have accrued prior to such termination.



 


		14.3.	The
                                         provisions of sections 6-9 (inclusive), 11-14 (inclusive) and section 21 shall survive
                                         any termination of this Agreement.



 


		15.	The
                                         Preamble and Schedules hereto form an integral part of this Agreement. In this Agreement
                                         “including”, “includes” means including, without
                                         limiting the generality of any description preceding such terms.



 


		16.	This
                                         Agreement constitutes the entire agreement between the parties hereto in respect of the
                                         subject-matter hereof, and supersedes all prior agreements or understandings between
                                         the parties relating to the subject-matter hereof and this Agreement may be amended only
                                         by a written document signed by the parties hereto.



 


		17.	In
                                         the event any provision of this Agreement is held by a court or other tribunal of competent
                                         jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited
                                         or eliminated to the minimum extent necessary so that this Agreement shall otherwise
                                         remain in full force and effect.



 


		18.	Neither
                                         party shall be entitled to assign this Agreement or any or all of its rights, or obligations
                                         under this Agreement or arising therefrom, without the prior written consent of the other
                                         party. Notwithstanding the foregoing, the Company shall be entitled to assign this Agreement
                                         to a third party that acquires all of the business to which the Purpose relates, provided
                                         that written notice thereof is given to Recipient Institution and the assignee agrees
                                         to be bound by all the terms and conditions of this Agreement as though such assignee
                                         had been a party in the first instance.



 


		19.	No
                                         waiver by any party hereto, whether express or implied, of its rights under any provision
                                         of this Agreement shall constitute a waiver of such party’s rights under such provisions
                                         at any other time or a waiver of such party’s rights under any other provision
                                         of this Agreement. No failure by any party hereto to take any action against any breach
                                         of this Agreement or default by another party hereto shall constitute a waiver of the
                                         former party’s rights to enforce any provision of this Agreement or to take action
                                         against such breach or default or any subsequent breach or default by such other party.



 






    	 	-11-	 



     


    

 


		20.	The
                                         provisions of this Agreement are severable and, in the event that any one or more of
                                         the provisions or part of a provision contained in this Agreement shall, for any reason,
                                         be held by any court of competent jurisdiction to be invalid, illegal or unenforceable
                                         in any respect, such invalidity, illegality or unenforceability shall not affect any
                                         other provision or part of a provision of this Agreement; but such provision shall be
                                         modified as set out below and the balance of this Agreement shall be interpreted as if
                                         such provision were so modified. The parties shall negotiate in good faith in order to
                                         agree on the terms of an alternative provision which complies with applicable law and
                                         achieves, to the greatest extent possible, the same effect as would have been achieved
                                         by the invalid, illegal or unenforceable provision.



 


		21.	Any
                                         notice or other communication required to be given by the parties under this Agreement
                                         shall be in writing and shall be deemed to have been given (a) if personally delivered,
                                         when actually delivered; or (b) if sent by facsimile, the next business day after receipt
                                         of confirmation or transmission, or (c) 14 (fourteen) days after being mailed by registered
                                         or certified mail, postage prepaid (for the purposes of proving such service, it being
                                         sufficient to prove that such notice was properly addressed and posted to the respective
                                         addresses set forth below, or such other address or addresses as is subsequently specified
                                         in writing pursuant to this section 21):



 


If
to the Company:


Novotyr
Therapeutics Ltd.


P.O.B.
408


Kiryat
Shmona 11013


Israel


Attention:
CEO


Facsimile:+972-4-681-8806


 


With
a copy to:


Adv.
Yael Baratz


Baratz
& Co.


1
Azrieli Center, Round Tower


18th
floor, Tel-Aviv 67021, Israel


Facsimile:
+972-3-6960986


 


If
to Recipient and the Scientist:


University-Industry
Liaison Office


The
University of British Columbia


103-6190
Agronomy Road, Vancouver, British Columbia V6T 1Z3, CANADA


Attention:
Dr. Mario A Kasapi, Associate Director, SRG


Facsimile:
604-822-8589


 






    	 	-12-	 



     


    

 


With
a copy to Scientist:


Michael
E. Cox


Associate
Professor, Dept, of Urologic Sciences


The
University of British Columbia


The
Vancouver Prostate Centre


2660
Oak St. Jack Bell Research Centre


Vancouver,
BC Canada V6H 3Z6


Fax
604-875-5654


 


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



 


		23.	Each
                                         party agrees to execute, acknowledge and deliver such further documents and instruments
                                         and to do any other acts, from time to time, as may be reasonably necessary, to effectuate
                                         the purposes of this Agreement.



 


		24.	The
                                         parties hereto acknowledge that the Scientist is a member of the Board of Directors of
                                         the Company.



 


[Signature
page follows]


 




    	 	-13-	 



     


    

 


[Signature
page of Material Transfer Agreement]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set out below.


 


	NovoTyr
    Therapeutics Ltd.	 	The
    University of British Columbia
	 	 	 	 	 
	Signature:	/s/
    Hadas Reuveni	 	Signature:	/s/
    Mario A. Kasapi
	Name:	Hadas
    Reuveni	 	Name:	Mario
    A. Kasapi
	Title:	CEO	 	Title:	Associate
    Director
	Date:	Dec.
    27, 2011	 	Date:	Dec.
    5, 2011


 


Read
and Acknowledged by the Scientist


 


Prof.
Michael E. Cox 


 


	Signature:	/s/
    Prof. Michael E. Cox	 
	Date:	Dec.
    6, 2011	 


 






    	 	-14-	 



     


    

 


MATERIAL
TRANSFER AGREEMENT


 


THIS
MATERIAL TRANSFER AGREEMENT (this “Agreement”), effective as of February 28, 2011, is made and entered into
by and between NovoTyr Therapeutics Ltd., a company duly incorporated under the laws of Israel, of P.O.B. 408, Kiryat Shmona
11013, Israel (the “Company”), and The University of Texas M. D. Anderson Cancer Center (the “Recipient”)
a member institution of The University of Texas System. The Company and Recipient are referred to individually as “Party”,
or collectively as the “Parties”.


 


WHEREAS,
the Company and the Recipient wish the Recipient to receive one or more samples of the Company’s proprietary materials, NT 157
and other materials provided by the Company to Recipient under this Agreement, such Company materials and any derivatives and
progeny thereof, hereinafter, collectively, (the “Materials”) and confidential information of the Company relating
to the Materials, its business or technology provided to Recipient (the “Confidential Information”) for the
purpose of conducting academic research relating to NT 157 and as further described in Exhibit A (the “Purpose”).
The research will be conducted by Recipient under the supervision of Dr. Menashe Bar Eli, Ph.D. (the “Scientist”).


 


NOW
THEREFORE, the Parties hereby agree as follows:


 


		1.	The
                                         Company shall supply certain Materials to Recipient as aforesaid in the Preamble hereto
                                         and may disclose Confidential Information to Recipient and/or the Scientist in relation
                                         thereto.



 


		2.	The
                                         Recipient may use the Materials and the Confidential Information solely for the Purpose.
                                         The Parties agree to negotiate in good faith any proposed modifications to the Purpose,
                                         as described in Exhibit A, during the term of this Agreement, if any such modifications
                                         are requested by either Party. Without the Company’s prior written consent and subject
                                         to Recipient’s rights in inventions as set forth in Section 8 hereunder, neither
                                         Recipient nor the Scientist shall use the Materials or the Confidential Information or
                                         any substance that is replicated therefrom for any commercial or profit-generating purpose,
                                         or in the conduct of research that is subject to consulting, licensing or other similar
                                         legal or commercial obligations to another institution, corporation, or business entity,
                                         except for any rights retained by the United States Government under applicable laws
                                         and regulations to the extent that any agency of the United States funds the research.



 


		3.	Recipient
                                         shall use the Material only at Recipient’s organization and only in the Scientist’s
                                         laboratory under the direction of the Scientist or of others working under his direct
                                         supervision. Recipient shall not transfer the Material to any other person (including,
                                         any other person within Recipient’s organization) without the Company’s prior written
                                         consent, and shall use reasonable efforts to prohibit access thereto by unauthorized
                                         third parties. Recipient shall store and use the Materials and any written copies of
                                         Confidential Information in a safe place and in a safe manner.



 






    	 	-15-	 



     


    

 


		4.	Recipient
                                         represents to the Company that: (i) Recipient and the Scientist are regularly engaged
                                         in conducting laboratory studies and have all the required authorizations, approvals,
                                         registrations, licenses, and permits and are entitled to perform such experimental work
                                         in vitro and/or in vivo at the Scientist’s laboratory in Recipient’s
                                         organization. Recipient and the Scientist are entitled under all applicable laws, rules
                                         and regulations to perform the said research. Recipient and the Scientist have adequate
                                         training and facilities to study the Materials and will directly supervise the said research;
                                         (ii) Recipient and the Scientist shall use the Materials in accordance with all applicable
                                         laws and regulations and in accordance with all applicable guidelines and ethical principles;
                                         (iii) Recipient and the Scientist shall use the Materials solely for in vitro and
                                         in vivo investigations under suitable containment conditions and the Materials
                                         will not under any circumstances be administered to humans.



 


		5.	Recipient
                                         further represents to the Company that, to the best of its knowledge, after making reasonable
                                         inquiry with respect thereto, Recipient is not a party to any agreement with a third
                                         party: (i) that would be in conflict with the obligations undertaken by Recipient under
                                         this Agreement; (ii) that would prevent Recipient from carrying on research and development
                                         activities and studies with the Materials; or (iii) that would be in conflict with the
                                         rights of the Company under this Agreement.



 


		6.	The
                                         Materials and the Confidential Information will be held confidential and Recipient shall
                                         treat and/or protect the Material and the Confidential Information with the same degree
                                         of care that it maintains and protect the confidential information of Recipient of a
                                         similar nature, but in any event, no less than a reasonable degree of care. Neither Recipient
                                         nor the Scientist shall disclose the Materials (subject to Recipient’s right to
                                         publish in accordance with Section 11 hereunder) and the Confidential Information to
                                         any third party, except for members of the Recipient’s scientific or institutional
                                         review boards, provided, however, that such persons are obligated to maintain the confidentiality
                                         of such information consistent with the terms of this Agreement, unless such disclosure
                                         is required by law, regulation or court order, in which case, the Company will be promptly
                                         informed thereof by Recipient or the Scientist (as the case may be), to the extent reasonably
                                         possible, so that the Company may seek a protective order or other remedy. In any event,
                                         Recipient and the Scientist shall disclose only that portion of the Confidential Information
                                         that is legally required to be disclosed. Notwithstanding the aforegoing, the Confidential
                                         Information shall not include any information in respect of which it can be shown by
                                         written evidence that: (i) at the time of first disclosure, the information was already
                                         in the possession of Recipient or the Scientist; or (ii) the information is in the public
                                         domain at the time of disclosure or becomes part of the public domain thereafter through
                                         no wrongful act of, or breach of these confidential obligations by Recipient or the Scientist;
                                         or (iii) the information has been received on a non-confidential basis from a third party
                                         that is not bound by a confidentiality obligation; or (iv) is independently developed
                                         by Recipient or the Scientist without use of the Confidential Information.



 






    	 	-16-	 



     


    

 


		7.	The
                                         Materials and the Confidential Information are and shall remain the exclusive property
                                         of the Company and, upon termination of this Agreement or otherwise at the Company’s
                                         request, Recipient shall, in accordance with the Company’s instructions, either
                                         return to the Company or dispose of in accordance with the applicable laws and regulations,
                                         all unused Materials and written Confidential Information, and any copies and derivatives
                                         thereof, except that Recipient may retain and maintain copies of Confidential Information
                                         for purposes of observing compliance with this Agreement, for regulatory compliance purposes,
                                         for purposes of publishing research in accordance with Section 11, and for its own internal
                                         research and academic purposes. Recipient’s confidentiality obligations with respect
                                         to the Confidential information shall survive for a period of five (5) years following
                                         termination or expiration of this Agreement.



 


		8.	Recipient
will promptly disclose to the Company any ideas, inventions, techniques, compositions, compounds, substances, formulations, improvements,
and applications conceived of and reduced to practice during the conduct of the Purpose and/or arising from the performance of
the Purpose and/or using the Materials (“Inventions”) after notification of any such Inventions is received by Recipient’s
Office of Technology Commercialization. Inventions directly related to NT 157 and/or other Materials shall be owned jointly by
Recipient and Company. Ownership of all other Inventions (“Other Inventions”) will be determined by inventorship
which will be determined in accordance with applicable patent laws. In the case of any non-patentable ideas, inventions, techniques,
compositions, compounds, substances, formulations, improvements, and applications, inventorship will be determined under such
principles by treating the aforegoing as if they were patentable.



 


Recipient
hereby grants Company a worldwide, non-exclusive, royalty-free license with the right to sublicense, to any Inventions in which
Recipient has an ownership interest. In addition, Recipient, consistent with the Recipient’s patent policy, hereby offers
to Company the first option to negotiate an exclusive worldwide, transferable, sublicensable and perpetual license for Recipient’s
rights in Inventions. Company may exercise its option by submitting a written request to Recipient at any time within three (3)
months following the disclosure of the Invention to Company (such period, the “Option Term”). If Company timely
exercises its option and notifies Recipient of its desire to enter into a license agreement, the Parties will negotiate, in good
faith, a license agreement within a period not to exceed three (3) months from Company’s notification to Recipient of its
desire to enter into a license agreement, or such other period of time to which the Parties mutually agree. Company shall be responsible
for (in consultation with Recipient) and shall finance the patent activities, provided that if Company decides that it does not
wish to file any patent application, or to continue to prosecute any patent application and/or maintain any patent in any country,
Company shall notify Recipient thereof in writing and Recipient shall be entitled (but not be obligated) to do so at its expense,
without derogating from any rights of Company as provided herein. The consideration payable in respect of such license shall be
mutually agreed by the Parties and shall be commercially reasonable, to be negotiated in good faith. However, if the Parties are
engaged in meaningful negotiations, the aforementioned time periods shall be extended by the Parties by such period as may reasonably
be requested by either of the Parties. Any dispute between the Parties relating to any of the terms of the license (except, for
the removal of doubt, any of the terms specifically agreed by the Parties in this Section 8) shall be referred to a senior executive
at Recipient and the chief executive officer of Company in order to reach an amicable solution regarding such dispute, at the
written request of either of the Parties. Should an amicable solution not be achieved by the forementioned representatives, within
thirty (30) days after referral as aforesaid, such dispute shall be submitted to the Texas Attorney General for determination,
whose decision shall be final and binding upon the Parties. If Company fails to exercise its option with respect to an Invention
within the applicable Option Term or if Recipient and Company are unable to agree upon the terms of a license during the good
faith negotiations and the Parties agree in writing not to continue the negotiation process and/or to refer such dispute to the
forementioned representatives or to the Texas Attorney General for determination as provided above, Company’s right to obtain
a license hereunder will cease. However, if Company does not obtain an exclusive license to any Invention, then in accordance
with applicable law, Recipient shall be entitled to grant an equivalent non-exclusive, royalty-free license to such Invention
to any person requesting a license to such Invention.


 


Company
owns and will continue to own any existing ideas, inventions, techniques, compositions, compounds, substances, formulations, improvements,
applications, information, findings and other results of whatsoever nature relating to NT 157. Recipient does not claim any
rights to any Company owned patent applications, patents, trademarks and any other intellectual property or any new intellectual
property generated by Company under this Agreement (collectively, “Company’s Existing IP”).


 


Except
as otherwise expressly provided in this Agreement (for the Purpose), nothing contained in this Agreement shall be construed as
granting Recipient or the Scientist any ownership, license or other rights, express or implied, in or to any of the Materials,
Confidential Information or to any patents, trademarks or other intellectual property rights owned by the Company.


 



    	 	-17-	 



     


    

 





		9.	Recipient
                                         shall keep the Company informed with regard to the use of the Materials hereunder and
                                         shall provide the Company, at regular intervals and promptly upon completion or termination
                                         of this Agreement, with a written copy of all data and findings generated therefrom (the
                                         “Results”) in confidence. Company shall own all Results, subject to
                                         Recipient’s right to publish such Results pursuant to Section 11 and to use such
                                         Results for its own internal research and academic purposes before publication, and for
                                         any purpose after publication. All non-patentable Results that merely confirm or validate
                                         the Company’s Existing IP and/or results generated by the Company (“Non-Patentable
                                         Results”) may be used and/or disclosed by the Company without restriction.
                                         Subject to Section 11, the Company shall keep all other Results (i.e. excluding Non-Patentable
                                         Results) confidential until the earlier of (i) publication or other public presentation
                                         of such Results pursuant to Section 11, (ii) filing and publishing of a patent application
                                         in respect thereof, or (iii) twelve (12) months after the conclusion of the Research,
                                         whereafter, subject to Recipient’s publication rights, such Results may be used
                                         by the Company without restriction.



 


		10.	



 


		10.1.	In
                                         the event either Party wishes to publish information relating to any Inventions or Results,
                                         in scientific journals, manuscripts or at scientific meetings (each, a “Publication”),
                                         the release or publication of any such Publication shall be subject to the provisions
                                         of this Section 10 below.



 


		10.2.	Each
                                         Publication will adequately acknowledge and appropriately reflect the contribution of
                                         the researchers and/or employees of each of the Company and Recipient and/or the source
                                         of the information included therein, in accordance with customary scientific practice.



 


		10.3.	The
                                         Parties acknowledge that the Research is collaborative, and that an independent, joint
                                         publication is anticipated to be authored by Dr. Alex Levitzki of the Hebrew University
                                         of Jerusalem (“Dr. Levitzki”) and the Scientist and the timing and
                                         contents of the publication will be determined by the mutual agreement of Dr Levitzki
                                         and the Scientist, subject to the provisions of Section 10.5 below.



 


		10.4.	Therefore,
                                         the Parties agree not to independently publish the Results and/or Inventions before a
                                         joint publication as aforesaid; provided, however, that if no joint publication has been
                                         submitted for publication after twelve (12) months from the completion of the Research,
                                         the Parties reserve the right to independently publish the Results and/or Inventions,
                                         with due regard to the protection of the other Party’s confidential information
                                         and subject to the provisions of Section 10.5 below.



 


Notwithstanding
the foregoing, the Party wishing to publish shall provide the other Party with a copy of the contemplated Publication at least
forty-five (45) days prior to submission thereof for publication or presentation at scientific meetings (“Review Period”)
and the other Party shall have the right to review and comment upon the publication in order to protect the providing Party’s
confidential information, it being agreed that such comments shall be reasonably considered for inclusion in the Publication and
that any confidential information of the providing Party (other than any Results or Inventions) shall be deleted from such publication,
at such Party’s request. Upon request, the publication will be delayed up to ninety (90) additional days to enable the providing
Party to secure adequate intellectual property protection of property of providing Party that would be affected by said publication.


 


		11.	The
                                         Materials are provided to Recipient without any warranties, whether express or implied,
                                         including, without limitation, warranties of merchantability or fitness for a particular
                                         purpose. Without derogating from the aforegoing, the Company makes no representation
                                         or warranty, express or implied, that use of the Materials will not infringe any patent
                                         or other proprietary rights of a third party. Notwithstanding the foregoing, the Company
                                         represents that to the best of its knowledge, the Company has not received any written
                                         notice of any claims that the use of the Material infringes any patent, patent application,
                                         trade secret, or other property or proprietary rights of any third party.



 






    	 	-18-	 



     


    

 


		12.	The
                                         conduct of any research by Recipient (or the Scientist or any other scientists or employees
                                         of Recipient) with respect to the Materials shall be its sole risk and responsibility
                                         and the Company will not be liable for any consequences thereof. The Materials are to
                                         be used and handled with caution and prudence in any experimental work, since not all
                                         characteristics of the Materials are necessarily known. The Company and the directors,
                                         officers, employees, agents and consultants of the Company (hereinafter, collectively,
                                         “the Indemnitees”) shall not be liable for any claims, demands, liabilities,
                                         costs, losses, damages or expenses (including legal costs and attorneys’ fees)
                                         that directly or indirectly arise out of or result from the use, application, storage
                                         or disposal of the Materials and/or Confidential Information by Recipient, the Scientist
                                         or any other scientists or employees of Recipient (hereinafter, collectively, “Liabilities”),
                                         except to the extent that such Liabilities are finally held by a court of competent jurisdiction
                                         have resulted directly from the negligence or willful misconduct of the Company and the
                                         directors, officers, employees, agents and consultants of the Company. In the event that
                                         any of the Indemnitees should suffer any Liabilities as aforesaid or shall be requested
                                         to pay any person or entity any amount whatsoever as compensation for any Liabilities
                                         as aforesaid, then to the extent authorized by the Constitution and laws of the State
                                         of Texas, Recipient shall indemnify and hold harmless such Indemnitees from and against
                                         such Liabilities, except to the extent that such Liabilities are finally held by a court
                                         of competent jurisdiction to have resulted directly from the negligence or willful misconduct
                                         of the Company and the directors, officers, employees, agents and consultants of the
                                         Company, as aforesaid.



 


		13.	Since
                                         a breach by Recipient of any of the undertakings contained herein may result in irreparable
                                         and continuing damage to the Company for which there may be no adequate remedy at law,
                                         subject to the laws of the State of Texas, the Company shall be entitled, upon appropriate
                                         proof, to seek injunctive relief and/or a decree for specific performance, and such other
                                         relief as may be proper (including monetary damages, if appropriate).



 


		14.	



 


		14.1.	Without
                                         derogating from the Parties’ rights hereunder or by law to any other or additional
                                         relief, it is agreed that the either Party may terminate this Agreement at any time by
                                         serving a written notice to such effect on the other Party.



 


		14.2.	The
                                         termination of this Agreement for any reason shall not relieve a Party of any of its
                                         respective obligations which shall have accrued prior to such termination.



 


		14.3.	The
                                         provisions of Sections 6 to 9 (inclusive), 11-14 (inclusive) and Sections 20 and 21 shall
                                         survive any termination of this Agreement.



 


		15.	The
                                         Preamble and Exhibits hereto form an integral part of this Agreement. In this Agreement
                                         “including”, “includes” means including, without
                                         limiting the generality of any description preceding such terms.



 


		16.	This
                                         Agreement constitutes the entire agreement between the Parties in respect of the subject-matter
                                         hereof, and supersedes all prior agreements or understandings between the Parties relating
                                         to the subject-matter hereof and this Agreement may be amended only by a written document
                                         signed by the Parties.



 






    	 	-19-	 



     


    

 


		17.	Neither
                                         Party shall be entitled to assign this Agreement or any or all of its rights, or obligations
                                         under this Agreement or arising therefrom, without the prior written consent of the other
                                         Party. Notwithstanding the foregoing, the Company shall be entitled to assign this Agreement
                                         to a third party that acquires all of the business to which the Purpose relates with
                                         written notice provided to Recipient.



 


		18.	No
                                         waiver by any Party, whether express or implied, of its rights under any provision of
                                         this Agreement shall constitute a waiver of such Party’s rights under such provisions
                                         at any other time or a waiver of such Party’s rights under any other provision
                                         of this Agreement. No failure by any Party to take any action against any breach of this
                                         Agreement or default by another Party hereto shall constitute a waiver of the former
                                         Party’s rights to enforce any provision of this Agreement or to take action against
                                         such breach or default or any subsequent breach or default by such other Party.



 


		19.	The
                                         provisions of this Agreement are severable and, in the event that any one or more of
                                         the provisions or part of a provision contained in this Agreement shall, for any reason,
                                         be held by any court of competent jurisdiction to be invalid, illegal or unenforceable
                                         in any respect, such invalidity, illegality or unenforceability shall not affect any
                                         other provision or part of a provision of this Agreement; but such provision shall be
                                         modified as set out below and the balance of this Agreement shall be interpreted as if
                                         such provision were so modified. The Parties shall negotiate in good faith in order to
                                         agree on the terms of an alternative provision which complies with applicable law and
                                         achieves, to the greatest extent possible, the same effect as would have been achieved
                                         by the invalid, illegal or unenforceable provision.



 


		20.	This
                                         Agreement shall be governed in all respects by the laws of Texas, without giving effect
                                         to its principles of conflicts of law that direct that the laws of another jurisdiction
                                         apply.



 


		21.	Any
                                         notice or other communication required to be given by the Parties under this Agreement
                                         shall be in writing and shall be deemed to have been given (a) if personally delivered,
                                         when actually delivered; or (b) if sent by facsimile, the next business day after receipt
                                         of confirmation of transmission, or (c) 7 (seven) days after being mailed by registered
                                         or certified mail, postage prepaid (for the purposes of proving such service, it being
                                         sufficient to prove that such notice was properly addressed and posted to the respective
                                         addresses set forth below, or such other address or addresses as is subsequently specified
                                         in writing pursuant to this Section 21):



 


If
to the Company:


P.O.B.
408


Kiryat
Shmona 11013


Israel


Attention:
CEO


Facsimile:
Fax: +972-4-681-8806


 






    	 	-20-	 



     


    

 


With
a copy to: (which shall not constitute the grant of notice hereunder)


Adv.
Yael Baratz; and/or Adv. Marcella Druck Eytan


Baratz
& Co.


1
Azrieli Center, Round Tower


18th
floor, Tel-Aviv 67021, Israel


Facsimile:
+972-3-6960986


 


If
to Recipient and the Scientist:


 


		i.	Notice
                                         should be given to:



The
University of Texas


M.
D. Anderson Cancer Center


1020
Holcombe Boulevard


Legal
Services, Suite 1550


Attn:
Chief Legal Officer


Houston,
TX 77030


Phone:
(713) 745-6633; Facsimile: (713) 745-6029


		ii.	A
                                         copy of the notice should be given to:



The
University of Texas


M.
D. Anderson Cancer Center


1100
Holcombe Boulevard, Suite FCT8.5038


Office
of Research Administration


Attn:
Executive Director, Research Administration


Houston,
TX 77030


Phone:
(713) 792-3220; Facsimile: (713) 794-4535


		iii.	A
                                         copy of the notice may be given to the Scientist.



 


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



 


		23.	Notwithstanding
                                         any other provision of this Agreement, it is understood that the Parties are subject
                                         to, and shall comply with, United States laws, regulations, and governmental requirements
                                         and restrictions controlling the export of technology, technical data, computer software,
                                         laboratory prototypes, and other commodities, information and items, including without
                                         limitation, the Arms Export Control Act, the Export Administration Act of 1979, relevant
                                         executive orders, and United States Treasury Department embargo and sanctions regulations,
                                         all as amended from time to time (“Restrictions”) and that the Parties’
                                         obligations hereunder are contingent on compliance with applicable Restrictions.



 


		24.	English
                                         is the official language of this Agreement. Accordingly, all notices, documents and communications
                                         relating to the Agreement, and all dispute resolution proceedings arising under this
                                         Agreement must be, in their entirety, in English.



 


		25.	Recipient
                                         is an agency of the State of Texas and under the constitution and laws of the State of
                                         Texas possesses certain rights and privileges, is subject to certain limitations and
                                         restrictions, and only has such authority as is granted to it under the constitution
                                         and laws of the State of Texas. Notwithstanding any provision hereof, nothing in this
                                         Agreement is intended to be, nor will it be construed to be, a waiver of the sovereign
                                         immunity of the State of Texas or a prospective waiver or restriction of any of the rights,
                                         remedies, claims, and privileges of the State of Texas. Moreover, notwithstanding the
                                         generality or specificity of any provision hereof, the provisions of this Agreement as
                                         they pertain to Recipient are enforceable only to the extent authorized by the constitution
                                         and laws of the State of Texas; accordingly, to the extent any provision hereof conflicts
                                         with the constitution or laws of the State of Texas or exceeds the right, power or authority
                                         of Recipient to agree to such provision, then that provision will not be enforceable
                                         against Recipient or the State of Texas.



 






    	 	-21-	 



     


    

 


IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as of the date set out below.


 


	NovoTyr
    Therapeutics Ltd.	 	The
    University of Texas M. D. 
	 	 	 	 
	Signature:	/s/
    Ofer Edelman	 	Anderson
    Cancer Center
	Name:	Ofer
    Edelman	 	Accepted
    and Agreed:
	Title:	CFO	 	 	 
	 	 	 	 	 
	Signature:	/s/
    Hadas Reuveni	 	Signature:	/s/
    Wesley Harrott
	Name:	Hadas
    reuveni	 	Name:	Wesley
    Harrott
	Title:	CEO	 	Title:	Executive
    Director, ResearchAdministration
	Date:	June
    19, 2011	 	Date:	June
    16, 2011


 


	 	Read
    and Understood:
	 	 
	 	Menashe
    Bar Eli, Ph.D.
	 	 	 
	 	Signature:	/s/
    Menashe Bar Eli, Ph.D.
	 	Date:	June
    15, 2011





 






    	 	-22-	 



     


    

 


EXHIBIT
A


 


Research
Plan of Menashe Bar Eli and Alexander Levitzki


 


Based
on NovoTyr’s results showing efficacy of NT157 in both SC and metastatic models of human melanoma A375 in nude mice, and
synergic effect of NT157 with both Dacarbazine, an approved drug for melanoma, and B-Raf inhibitors, MDA will examine in its models:


 


		I.	The
                                         inhibitory activity of NT157 in two in-vivo models of human melanoma in mice:



 


	 	-	Metastasis in lungs following iv injection of human
melanoma cells
	 	 	 
	 	-	Growth of sc xenograft tumors and IHC of the tumors
following cease of treatment. IHC staining will be performed for p-IGFR1, p-IRS1, p-STAT3 and CD31.




 


		II.	The
                                         combined effect of NT157 and Plexxicon B-Raf inhibitors in-tissue culture and in animal
                                         models. To that end, melanoma cell lines with and without B-RAF V600E mutation will be
                                         utilized.



 


		III.	The
                                         inhibitory activity of NT157 on cell lines in which B-Raf is mutated and cell lines derived
                                         from Plexxicon 4032 resistant patients [****]. Five human melanoma cell lines harboring
                                         V600E mutation and selected to be resistant to PLX-4032 will be used for these studies.



 






    	 	-23-	 



     


    

 


MATERIAL
TRANSFER AGREEMENT


 


THIS
MATERIAL TRANSFER AGREEMENT (this “Agreement”), effective as of September 23, 2009, is made and entered into
by and between NovoTyr Therapeutics Ltd., a company duly incorporated under the laws of Israel, of P.O.B. 408, Kiryat Shmona
11013, Israel (“the Company”), the Regents of the University of Michigan, a non-profit state related
organization of Ann Arbor, MI 48109, Michigan, USA (“Recipient”), on behalf of their employee, Dr. Luke
Peterson, a researcher at the Recipient (“the Scientist”).


 


WHEREAS,
the Company and Recipient wish the Recipient to receive one or more samples of the Company’s proprietary materials (such Company
materials and any derivatives and modifications thereof, hereinafter, collectively, “the Materials”) and certain
proprietary and confidential information regarding the Company, its business or technology disclosed in written, or tangible form
or, if disclosed orally or in non-tangible form, is confirmed in writing within twenty (20) working days of disclosure (the “Confidential
Information”), it being agreed, however, that any information regarding the Materials disclosed to Recipient, whether
in written, oral or any other form shall be deemed to be Confidential Information, regardless of whether or not identified as
such, for the purpose of conducting academic research and testing with respect to the Materials (“the Purpose”).


 


NOW
THEREFORE, the parties hereby agree as follows:


 


		1.	The
                                         Company shall supply certain Materials to Recipient as aforesaid in the Preamble hereto
                                         and may disclose Confidential Information to Recipient in relation thereto.



 


		2.	Scientist,
                                         on behalf of Recipient, and the Recipient may use the Materials and the Confidential
                                         Information solely for the Purpose. Recipient, including the Scientist, shall not use
                                         the Materials, the Confidential Information or any substance that is replicated or derived
                                         therefrom for any commercial or profit-generating purpose, or in the conduct of research
                                         that is subject to consulting, licensing or other similar legal or commercial obligations
                                         to another institution, corporation, or business entity.



 


		3.	Recipient
                                         shall use the Material only at Recipient’s organization and only in the Scientist’s
                                         laboratory under the direction of the Scientist or of others working under his direct
                                         supervision. Recipient, including the Scientist, shall not transfer the Material to any
                                         other person (including, any other person within Recipient’s organization) without
                                         the Company’s prior written consent, and shall prohibit access thereto by unauthorized
                                         third parties. Recipient shall store and use the Materials and any written copies of
                                         Confidential Information in a safe place and in a safe manner.



 


		4.	Recipient
                                         represents and warrants to the Company that: (i) Recipient, and the Scientist, are regularly
                                         engaged in conducting laboratory studies and have all the required authorizations, approvals,
                                         registrations, licenses, and permits and are entitled to perform such experimental work
                                         at the Scientist’s laboratory in Recipient’s organization. Recipient is entitled
                                         under all applicable laws, rules and regulations to use the Materials according to this
                                         Agreement. Recipient, including the Scientist, has adequate training and facilities to
                                         study the Materials according to this Agreement and will directly supervise the use thereof
                                         hereunder; (ii) Recipient shall use the Materials in accordance with all applicable laws
                                         and regulations and in accordance with all applicable guidelines and ethical principles;
                                         (iii) Recipient shall use the Materials under suitable containment conditions and will
                                         under no circumstances be administered to humans.



 






    	 	-24-	 



     


    

 


		5.	Recipient
                                         further represents and warrants to the Company that neither it nor the Scientist is a
                                         party to any agreement with a third party: (i) that would impair or have an adverse effect
                                         on its ability to comply with the obligations undertaken by Recipient under this Agreement;
                                         (ii) that would prevent Recipient from carrying on research and development activities
                                         and studies with the Materials or (iii) that would impair or have an adverse effect on
                                         the rights of the Company under this Agreement.



 


		6.	The
                                         Materials and the Confidential Information will be held strictly confidential and Recipient
                                         shall treat and/or protect the Material and the Confidential Information with the same
                                         degree of care that it maintains and protects the confidential information of Recipient,
                                         but in any event, no less than a reasonable degree of care. Recipient shall not disclose
                                         the Materials and the Confidential Information to any third party, unless such disclosure
                                         is required by law or court order, in which case, the Company will be promptly informed
                                         thereof by Recipient so that the Company may seek a protective order or other remedy.
                                         In any event, Recipient shall disclose only that portion of the Confidential Information
                                         that is legally required to be disclosed. Notwithstanding the aforegoing, the Confidential
                                         Information shall not include any information in respect of which it can be shown by
                                         written evidence that: (i) at the time of first disclosure, the information was already
                                         in the possession of Recipient or the Scientist; or (ii) the information is in the public
                                         domain at the time of disclosure or becomes part of the public domain thereafter without
                                         breach of this Agreement; (iii) the information has been received on a non-confidential
                                         basis from a third party that is not bound by a confidentiality obligation; or (iv) information
                                         that is independently generated by Recipient without reference to Confidential Information.
                                         The Recipient undertake to limit access to Confidential Information solely to its employees
                                         on a strict need-to-know policy and the Recipient shall obligate such employees, including
                                         the Scientist, to observe the confidentiality obligations imposed hereunder.



 


		7.	The
                                         Materials and the Confidential Information are and shall remain the exclusive property
                                         of the Company and, upon termination of this Agreement or otherwise at the Company’s
                                         request, Recipient shall, in accordance with the Company’s instructions, either
                                         return to the Company or dispose of in accordance with the applicable laws and regulations,
                                         all Materials and written Confidential Information, and any copies thereof.



 






    	 	-25-	 



     


    

 


		8.	The
                                         Company shall own all right, title and interest in and to: (i) any ideas, inventions,
                                         techniques, compositions, compounds, substances, formulations, improvements, applications,
                                         information, findings and other results of whatsoever nature regarding the Materials
                                         that are generated, discovered, reduced to practice as a result of Recipient’s
                                         and/or the Scientist’s use of the Materials (collectively, “Inventions”);
                                         and (ii) all patents and/or other intellectual property covering the Inventions; provided,
                                         that Recipient shall have a non-exclusive, royalty-free license to use such Inventions
                                         solely for internal research and educational purposes. All Inventions shall be promptly
                                         disclosed to the Company and upon the Company’s request, Recipient, including the
                                         Scientist, shall execute and deliver to the Company any document or instrument (including,
                                         deeds of assignment) and shall take all further acts reasonably required to transfer
                                         and/or assign all right, title and interest in and to the Inventions to the Company and/or
                                         to perfect the Company’s title therein. Without derogating from the aforegoing,
                                         in the event that any Invention is generated, discovered or reduced to practice by the
                                         Scientist and/or any other scientist or employee of Recipient as aforesaid, the Company
                                         agrees to name the Scientist and/or such other scientist or employee as inventors of
                                         such Invention in any patent application filed in respect thereof. For the purposes of
                                         this Agreement, the Inventions shall be deemed to be “Confidential Information”,
                                         unless and until published or otherwise disclosed subject to and in accordance with the
                                         provision of section 11 below.



 


		9.	Except
                                         as otherwise expressly provided in this Agreement (for the Purpose), nothing contained
                                         in this Agreement shall be construed as granting Recipient or the Scientist any ownership,
                                         license or other rights, express or implied, in or to any of the Materials, or Confidential
                                         Information (including, for the removal of doubt, the Inventions) or in or to any patents,
                                         trademarks or other intellectual property rights relating to the Materials and/or the
                                         Inventions.



 


		10.	Recipient
                                         acting through the Scientist shall keep the Company informed with regard to the use of
                                         the Materials hereunder and shall provide the Company, at regular intervals and promptly
                                         upon completion or termination of this Agreement, with a written copy of all data generated
                                         therefrom. The data may be used by the Company without restriction. Recipient grants
                                         to the Company full access to any primary data relating to the Materials as well as the
                                         right to include the data in any patent applications and regulatory filings.



 


		11.	In
                                         the event Recipient and/or the Scientist wishes to publish information relating to any
                                         Inventions or other results generated, discovered or reduced to practice as aforesaid,
                                         in scientific journals, manuscripts or at scientific meetings (each, a “Publication”),
                                         the release or publication of any such Publication shall be subject to the prior written
                                         review by the Company and to compliance with the provisions of this section 11 below.
                                         Each Publication will adequately acknowledge and appropriately reflect the contribution
                                         of the researchers and/or employees of each of the Company and Recipient and/or the source
                                         of the information included therein, in accordance with customary scientific practice.
                                         Recipient and/or the Scientist, (as the case may be) shall provide the Company with a
                                         copy of the contemplated Publication at least 45 (forty five) days prior to submission
                                         thereof for publication or presentation at scientific meetings. The Company shall have
                                         the right, at its sole discretion, to either (i) provide comments to the proposed Publication
                                         which comments shall be discussed by Recipient and/or the Scientist (as the case may
                                         be) and the Company, in good faith and in a timely manner and be incorporated into the
                                         said publication accordingly and/or request that any Confidential Information be deleted
                                         prior to publication in which case such Confidential Information shall be deleted by
                                         Recipient as aforesaid; or (ii) to delay publication for a period not to exceed 90 (ninety)
                                         days as a result of information in the proposed Publication for which patent protection
                                         should be sought (prior to publication).



 


		12.	The
                                         Materials are provided to Recipient without any warranties, whether express or implied,
                                         including, without limitation, warranties of merchantability or fitness for a particular
                                         purpose. Without derogating from the aforegoing, the Company makes no representation
                                         or warranty, express or implied, that use of the Materials will not infringe any patent
                                         or other proprietary rights of a third party.



 






    	 	-26-	 



     


    

 


		13.	The
                                         conduct of any testing or research by Recipient (or the Scientist or any other scientists
                                         or employees of Recipient) with respect to the Materials shall be its sole risk and responsibility
                                         and the Company will not be liable for any consequences thereof. The Materials are to
                                         be used and handled with caution and prudence in any experimental work, since not all
                                         characteristics of the Materials are necessarily known. The Company and the directors,
                                         officers, employees, agents and consultants of the Company (hereinafter, collectively,
                                         “the Indemnitees”) shall not be liable for any claims, demands, liabilities,
                                         costs, losses, damages or expenses (including legal costs and attorneys’ fees)
                                         that directly or indirectly arise out of or result from the use, application, storage
                                         or disposal of the Materials and/or Confidential Information by Recipient, the Scientist
                                         or any other scientists or employees of Recipient (hereinafter, collectively, “Liabilities”),
                                         except to the extent that such Liabilities are finally proven to have resulted directly
                                         from the Company’s gross negligence or willful misconduct. In the event that any
                                         of the Indemnitees should suffer any Liabilities as aforesaid or shall be requested to
                                         pay any person or entity any amount whatsoever as compensation for any Liabilities as
                                         aforesaid, then to the extent permitted by law Recipient shall indemnify and hold harmless
                                         such Indemnitees from and against such Liabilities, except to the extent that such Liabilities
                                         are finally proven to have resulted directly from the Company’s gross negligence
                                         or willful misconduct, as aforesaid.



 


		14.	Since
                                         a breach by Recipient and/or the Scientist of any of the undertakings contained herein
                                         may result in irreparable and continuing damage to the Company for which there may be
                                         no adequate remedy at law, the Company shall be entitled, upon appropriate proof, to
                                         seek injunctive relief and/or a decree for specific performance, and such other relief
                                         as may be proper (including monetary damages, if appropriate).



 


		15.	



 


		15.1.	Without
                                         derogating from the parties’ rights hereunder or by law to any other or additional
                                         relief, it is agreed that the Company may terminate this Agreement at any time by serving
                                         a written notice to such effect on Recipient and the Scientist.



 


		15.2.	The
                                         termination of this Agreement for any reason shall not relieve a party of any of its
                                         respective obligations which shall have accrued prior to such termination.



 


		15.3.	The
                                         provisions of sections 6-9 (inclusive), 11-15 (inclusive) and sections 22 and 23 shall
                                         survive any termination of this Agreement.



 


		16.	The
                                         Preamble and Schedules hereto form an integral part of this Agreement. In this Agreement
                                         “including”, “includes” means including, without
                                         limiting the generality of any description preceding such terms.



 






    	 	-27-	 



     


    

 


		17.	This
                                         Agreement constitutes the entire agreement between the parties hereto in respect of the
                                         subject-matter hereof, and supersedes all prior agreements or understandings between
                                         the parties relating to the subject-matter hereof and this Agreement may be amended only
                                         by a written document signed by the parties hereto.



 


		18.	In
                                         the event any provision of this Agreement is held by a court or other tribunal of competent
                                         jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited
                                         or eliminated to the minimum extent necessary so that this Agreement shall otherwise
                                         remain in full force and effect.



 


		19.	Neither
                                         party shall be entitled to assign this Agreement or any or all of its rights, or obligations
                                         under this Agreement or arising therefrom, without the prior written consent of the other
                                         party. Notwithstanding the foregoing, the Company shall be entitled to assign this Agreement
                                         to a third party that acquires all of Company’s business, to which this Agreement
                                         relates.



 


		20.	No
                                         waiver by any party hereto, whether express or implied, of its rights under any provision
                                         of this Agreement shall constitute a waiver of such party’s rights under such provisions
                                         at any other time or a waiver of such party’s rights under any other provision
                                         of this Agreement. No failure by any party hereto to take any action against any breach
                                         of this Agreement or default by another party hereto shall constitute a waiver of the
                                         former party’s rights to enforce any provision of this Agreement or to take action
                                         against such breach or default or any subsequent breach or default by such other party.



 


		21.	The
                                         provisions of this Agreement are severable and, in the event that any one or more of
                                         the provisions or part of a provision contained in this Agreement shall, for any reason,
                                         be held by any court of competent jurisdiction to be invalid, illegal or unenforceable
                                         in any respect, such invalidity, illegality or unenforceability shall not affect any
                                         other provision or part of a provision of this Agreement; but such provision shall be
                                         modified as set out below and the balance of this Agreement shall be interpreted as if
                                         such provision were so modified. The parties shall negotiate in good faith in order to
                                         agree on the terms of an alternative provision which complies with applicable law and
                                         achieves, to the greatest extent possible, the same effect as would have been achieved
                                         by the invalid, illegal or unenforceable provision.



 


		22.	This
                                         Agreement shall be governed in all respects by the laws of the State of New York.



 






    	 	-28-	 



     


    

 


		23.	Any
                                         notice or other communication required to be given by the parties under this Agreement
                                         shall be in writing and shall be deemed to have been given 1 (one) business day after
                                         delivery (including by way of personal delivery and/or delivery by courier); or if sent
                                         by facsimile, the next business day after receipt of confirmation of transmission to
                                         the respective addresses set forth below, or such other address or addresses as is subsequently
                                         specified in writing pursuant to this section 23):



 


If
to the Company:


Novotyr
Therapeutics Ltd.


P.O.B.
408


Kiryat
Shmona 11013


Israel


Attention:
CEO


Facsimile:+972-4-681-8806


 


With
a copy to:


Adv.
Yael Baratz


Baratz,
Horn & Co.


1
Azrieli Center, Round Tower


18th
floor, Tel-Aviv 67021, Israel


Facsimile:
+972-3-6960986


 


If
to Recipient and the Scientist:


University
of Michigan


Division
of Research Development and Administration


3003
South State Street, Room 1072


Ann
Arbor, MI 48109-1274


Michigan,
USA


Attention:
Elaine Brock


Facsimile:
734-763-4053


 


With
a copy to:


Dr.
Luke Peterson


Department
of Internal Medicine-Hematology/Oncology


1200
Domino Farms, Lobby J


Ann
Arbor, MI 48109-5750


 


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



 


		25.	Each
                                         party agrees to execute, acknowledge and deliver such further documents and instruments
                                         and to do any other acts, from time to time, as may be reasonably necessary, to effectuate
                                         the purposes of this Agreement.



 


[Remainder
of page intentionally left blank]








    	 	-29-	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set out below.


 


	Novotyr Therapeutics Ltd.	 	The
    Regents of the University of Michigan
	 	 	 	 	 
	Signature:	/s/
    Hadas Reuveni	 	Signature:	/s/
    Elaine L. Brock
	Name:	Hadas
    Reuveni	 	Name:	Elaine
    L. Brock
	Title:	CEO	 	Title:	Sr.
    Assoc. Director Div of Research Dev. & Admin.
	Signature:	/s/
    Noam Lavtman	 	Date:	Oct.
    16, 2009
	Name:	Noam
    Lavtman	 	 	 
	Title:	Director	 	 	 
	Date:	Oct.
    29, 2009	 	 	 


 


Declaration
by Scientist


 


I,
the undersigned, Dr. Luke Peterson, hereby confirm that I have read the above Agreement and in my capacity as employee of the
Recipient’s organization, I agree to abide by the terms of the above Agreement and shall refrain from any act or omission
that may constitute a breach of the Agreement.


 


	Dr.
    Luke Peterson	 
	 	 	 
	Signature:	/s/
    Dr. Luke Peterson	 
	Date:	Oct.
    12, 2009	 


 






    	 	-30-	 



     


    

 


MATERIAL
TRANSFER AGREEMENT


 


THIS
MATERIAL TRANSFER AGREEMENT (this “Agreement”), effective as of January 1st, 2010, is made and entered into by
and between Novotyr Therapeutics Ltd., a company duly incorporated under the laws of Israel, of P.O.B. 408, Kiryat Shmona
11013, Israel (“the Company”), Hadassah Medical Organization, a non-profit organization (“Recipient”),
and Dr. Michal Lotem, a researcher at the Recipient (“the Scientist”).


 


WHEREAS,
the Company, the Recipient and the Scientist wish the Recipient and the Scientist to receive samples of the Company’s proprietary
materials described in Appendix A hereto (such Company materials and any derivatives and modifications thereof, hereinafter,
collectively, “the Materials”) and confidential information relating to the Materials of the Company, its business
or technology (the “Confidential Information”) for the purpose of conducting certain academic research and
testing with respect thereto as more fully described in the research plan attached hereto as Appendix B (“the
Research Plan” and “the Purpose”, respectively).


 


NOW
THEREFORE, the parties hereby agree as follows:


 


		1.	The
                                         Company shall supply the Materials to the Recipient and the Scientist as aforesaid in
                                         the Preamble hereto and may disclose Confidential Information to Recipient and/or the
                                         Scientist in relation thereto. The Company shall pay the Recipient a sum of NIS 50,000
                                         (fifty thousand New Israel Sheqels), including overhead and all taxes (if any), for the
                                         performance of the Research Plan, against submission by the Recipient to the Company
                                         of an invoice (“cheshbon”) from the Recipient.



 


		2.	Each
                                         of the Recipient and the Scientist may use the Materials and the Confidential Information
                                         solely for the Purpose. Neither Recipient nor the Scientist shall use the Materials,
                                         the Confidential Information or any substance that is replicated or derived therefrom
                                         for any commercial or profit-generating purpose, or in the conduct of research that is
                                         subject to consulting, licensing or other similar legal or commercial obligations to
                                         another institution, corporation, or business entity.



 


		3.	Recipient
                                         shall use the Material only at Recipient’s organization and only in the Scientist’s
                                         laboratory under the direction of the Scientist or of others working under his direct
                                         supervision. Neither Recipient nor the Scientist shall transfer the Material to any other
                                         person (including, any other person within Recipient’s organization) without the
                                         Company’s prior written consent, and shall prohibit access thereto by unauthorized third
                                         parties. Recipient and the Scientist shall store and use the Materials and any written
                                         copies of Confidential Information in a safe place and in a safe manner.



 






    	 	-31-	 



     


    

 


		4.	Each
                                         of Recipient and the Scientist represents and warrants to the Company that: (i) Recipient
                                         and the Scientist are regularly engaged in conducting laboratory studies and have all
                                         the required authorizations, approvals, registrations, licenses, and permits and are
                                         entitled to perform such experimental work at the Scientist’s laboratory in Recipient’s
                                         organization. Recipient and the Scientist are entitled under all applicable laws, rules
                                         and regulations to use the Materials according to this Agreement. Recipient and the Scientist
                                         have adequate training and facilities to study the Materials according to this Agreement
                                         and will directly supervise the use thereof hereunder; (ii) Recipient and the Scientist
                                         shall use the Materials in accordance with all applicable laws and regulations and in
                                         accordance with all applicable guidelines and ethical principles; (iii) Recipient and
                                         the Scientist shall use the Materials under suitable containment conditions and will
                                         under no circumstances be administered to humans.



 


		5.	Each
                                         of Recipient and the Scientist further represent and warrant to the Company that they
                                         are not a party to any agreement with a third party: (i) that would be in conflict with
                                         the obligations undertaken by Recipient and the Scientist under this Agreement; (ii)
                                         that would prevent Recipient and the Scientist from carrying on research and development
                                         activities and studies with the Materials; or (iii) that would be in conflict with the
                                         rights of the Company under this Agreement.



 


		6.	The
                                         Materials and the Confidential Information will be held strictly confidential and each
                                         of Recipient and the Scientist shall treat and/or protect the Material and the Confidential
                                         Information with the same degree of care that they maintain and protect the confidential
                                         information of Recipient, but in any event, no less than a reasonable degree of care.
                                         Neither Recipient nor the Scientist shall disclose the Materials and the Confidential
                                         Information to any third party, unless such disclosure is required by law or court order,
                                         in which case, the Company will be promptly informed thereof by Recipient or the Scientist
                                         (as the case may be) so that the Company may seek a protective order or other remedy.
                                         In any event, Recipient and the Scientist shall disclose only that portion of the Confidential
                                         Information that is legally required to be disclosed. Notwithstanding the aforegoing,
                                         the Confidential Information shall not include any information in respect of which it
                                         can be shown by written evidence that: (i) at the time of first disclosure, the information
                                         was already in the possession of Recipient or the Scientist; or (ii) the information
                                         is in the public domain at the time of disclosure or becomes part of the public domain
                                         thereafter without Recipient or the Scientist or other scientists or employees of Recipient
                                         being responsible therefor; or (iii) the information has been received on a non-confidential
                                         basis from a third party that is not bound by a confidentiality obligation.



 


		7.	The
                                         Materials and the Confidential Information are and shall remain the exclusive property
                                         of the Company and, upon termination of this Agreement or otherwise at the Company’s
                                         request, Recipient and the Scientist shall, in accordance with the Company’s instructions,
                                         either return to the Company or dispose of in accordance with the applicable laws and
                                         regulations, all Materials and written Confidential Information, and any copies and derivatives
                                         thereof.



 






    	 	-32-	 



     


    

 


		8.	The
                                         Company shall own all right, title and interest in and to: (i) any ideas, inventions,
                                         techniques, compositions, compounds, substances, formulations, improvements, applications,
                                         information, findings and other results of whatsoever nature directly relating to the
                                         Materials that are generated, discovered, reduced to practice and/or arise from Recipient’s
                                         and/or the Scientist’s use of the Materials in the performance of the Research
                                         Plan (collectively, “Inventions”); and (ii) all patents, copyrights,
                                         know-how trademarks and other intellectual property in and/or covering the Inventions.
                                         All Inventions shall be promptly disclosed to the Company and upon the Company’s
                                         request, Recipient and the Scientist shall execute and deliver to the Company any document
                                         or instrument (including, deeds of assignment) and shall take all further acts reasonably
                                         required to transfer and/or assign all right, title and interest in and to the Inventions
                                         and related intellectual property to the Company and/or to perfect the Company’s
                                         title therein. Without derogating from the aforegoing, in the event that any Invention
                                         is generated, discovered or reduced to practice by the Scientist and/or any other scientist
                                         or employee of Recipient as aforesaid, the Company agrees to name the Scientist and/or
                                         such other scientist or employee as inventors of such Invention in any patent application
                                         filed in respect thereof. For the purposes of this Agreement, the Inventions shall be
                                         deemed to be “Confidential Information”.



 


		9.	Except
                                         as otherwise expressly provided in this Agreement (for the Purpose), nothing contained
                                         in this Agreement shall be construed as granting Recipient or the Scientist any ownership,
                                         license or other rights, express or implied, in or to any of the Materials, or Confidential
                                         Information (including, for the removal of doubt, the Inventions) or in or to any patents,
                                         trademarks or other intellectual property rights relating to the Materials and/or the
                                         Inventions.



 


		10.	Recipient
                                         and the Scientist shall keep the Company informed with regard to the use of the Materials
                                         hereunder and shall provide the Company, at regular intervals and promptly upon completion
                                         or termination of this Agreement, with a written copy of all data generated therefrom.
                                         The data may be used by the Company without restriction. Recipient and the Scientist
                                         grant to the Company full access to any primary data relating to the Materials as well
                                         as the right to include the data in any patent applications and regulatory filings.



 


		11.	In
                                         the event Recipient and/or the Scientist wishes to publish information relating to any
                                         Inventions generated, discovered or reduced to practice as aforesaid, in scientific journals,
                                         manuscripts or at scientific meetings (each, a “Publication”), the
                                         release or publication of any such Publication shall be subject to the prior written
                                         consent of the Company. Each Publication will adequately acknowledge and appropriately
                                         reflect the contribution of the researchers and/or employees of each of the Company and
                                         Recipient and/or the source of the information included therein, in accordance with customary
                                         scientific practice. Recipient or the Scientist (as the case may be) shall provide the
                                         Company with a copy of the contemplated Publication at least 60 (sixty) days prior to
                                         submission thereof for publication or presentation at scientific meetings. The Company
                                         shall have the right to: (i) provide comments to the proposed Publication which comments
                                         shall be discussed by the Recipient and/or the Scientist (as the case may be) and the
                                         Company in good faith and in a timely manner and be incorporated into the Publication
                                         accordingly; or (ii) to object thereto because it contains Confidential Information or
                                         other information of the Company for which patent protection should be sought (prior
                                         to publication), or should be held confidential. Upon the Company’s written request
                                         such Confidential Information or other information as aforesaid shall be deleted from
                                         such publication.



 






    	 	-33-	 



     


    

 


		12.	The
                                         Materials are provided to Recipient and the Scientist without any warranties, whether
                                         express or implied, including, without limitation, warranties of merchantability or fitness
                                         for a particular purpose. Without derogating from the aforegoing, the Company makes no
                                         representation or warranty, express or implied, that use of the Materials will not infringe
                                         any patent or other proprietary rights of a third party.



 


		13.	The
                                         conduct of any testing or research by Recipient (or the Scientist or any other scientists
                                         or employees of Recipient) with respect to the Materials shall be its sole risk and responsibility
                                         and the Company will not be liable for any consequences thereof. The Materials are to
                                         be used and handled with caution and prudence in any experimental work, since not all
                                         characteristics of the Materials are necessarily known. The Company and the directors,
                                         officers, employees, agents and consultants of the Company (hereinafter, collectively,
                                         “the Indemnitees”) shall not be liable for any claims, demands, liabilities,
                                         costs, losses, damages or expenses (including legal costs and attorneys’ fees)
                                         that directly or indirectly arise out of or result from the use, application, storage
                                         or disposal of the Materials and/or Confidential Information by Recipient, the Scientist
                                         or any other scientists or employees of Recipient (hereinafter, collectively, “Liabilities”),
                                         except to the extent that such Liabilities are finally proven to have resulted directly
                                         from the Company’s gross negligence or willful misconduct. In the event that any
                                         of the Indemnitees should suffer any Liabilities as aforesaid or shall be requested to
                                         pay any person or entity any amount whatsoever as compensation for any Liabilities as
                                         aforesaid, then Recipient shall indemnify and hold harmless such Indemnitees from and
                                         against such Liabilities, except to the extent that such Liabilities are finally proven
                                         to have resulted directly from the Company’s gross negligence or willful misconduct,
                                         as aforesaid.



 


		14.	Since
                                         a breach by Recipient and/or the Scientist of any of the undertakings contained herein
                                         may result in irreparable and continuing damage to the Company for which there may be
                                         no adequate remedy at law, the Company shall be entitled, upon appropriate proof, to
                                         injunctive relief and/or a decree for specific performance, and such other relief as
                                         may be proper (including monetary damages, if appropriate).



 


		15.	



 


		15.1.	Without
                                         derogating from the parties’ rights hereunder or by law to any other or additional
                                         relief, it is agreed that the Company may terminate this Agreement at any time by serving
                                         a written notice to such effect on Recipient and the Scientist.



 


		15.2.	The
                                         termination of this Agreement for any reason shall not relieve a party of any of its
                                         respective obligations which shall have accrued prior to such termination.



 


		15.3.	The
                                         provisions of sections 6-9 (inclusive), 11-15 (inclusive) and sections 22 and 23 shall
                                         survive any termination of this Agreement.



 






    	 	-34-	 



     


    

 


		16.	The
                                         Preamble and Schedules hereto form an integral part of this Agreement. In this Agreement
                                         “including”, “includes” means including, without
                                         limiting the generality of any description preceding such terms.



 


		17.	This
                                         Agreement constitutes the entire agreement between the parties hereto in respect of the
                                         subject-matter hereof, and supersedes all prior agreements or understandings between
                                         the parties relating to the subject-matter hereof and this Agreement may be amended only
                                         by a written document signed by the parties hereto.



 


		18.	In
                                         the event any provision of this Agreement is held by a court or other tribunal of competent
                                         jurisdiction to be illegal, invalid or unenforceable, such provisions shall be limited
                                         or eliminated to the minimum extent necessary so that this Agreement shall otherwise
                                         remain in full force and effect.



 


		19.	Neither
                                         party shall be entitled to assign this Agreement or any or all of its rights, or obligations
                                         under this Agreement or arising therefrom, without the prior written consent of the other
                                         party. Notwithstanding the foregoing, the Company shall be entitled to assign this Agreement
                                         to a third party that acquires all of the business to which the Purpose relates.



 


		20.	No
                                         waiver by any party hereto, whether express or implied, of its rights under any provision
                                         of this Agreement shall constitute a waiver of such party’s rights under such provisions
                                         at any other time or a waiver of such party’s rights under any other provision
                                         of this Agreement. No failure by any party hereto to take any action against any breach
                                         of this Agreement or default by another party hereto shall constitute a waiver of the
                                         former party’s rights to enforce any provision of this Agreement or to take action
                                         against such breach or default or any subsequent breach or default by such other party.



 


		21.	The
                                         provisions of this Agreement are severable and, in the event that any one or more of
                                         the provisions or part of a provision contained in this Agreement shall, for any reason,
                                         be held by any court of competent jurisdiction to be invalid, illegal or unenforceable
                                         in any respect, such invalidity, illegality or unenforceability shall not affect any
                                         other provision or part of a provision of this Agreement; but such provision shall be
                                         modified as set out below and the balance of this Agreement shall be interpreted as if
                                         such provision were so modified. The parties shall negotiate in good faith in order to
                                         agree on the terms of an alternative provision which complies with applicable law and
                                         achieves, to the greatest extent possible, the same effect as would have been achieved
                                         by the invalid, illegal or unenforceable provision.



 


		22.	This
                                         Agreement shall be governed in all respects by the laws of Israel, without giving effect
                                         to its principles of conflicts of law that direct that the laws of another jurisdiction
                                         apply and the Parties hereto hereby submit to the exclusive jurisdiction of the competent
                                         courts in Tel-Aviv- Jaffa, Israel.



 






    	 	-35-	 



     


    

 


		23.	Any
                                         notice or other communication required to be given by the parties under this Agreement
                                         shall be in writing and shall be deemed to have been given (a) if personally delivered,
                                         when actually delivered; or (b) if sent by facsimile, the next business day after receipt
                                         of confirmation or transmission, or (c) 7 (seven) days after being mailed by registered
                                         or certified mail, postage prepaid (for the purposes of proving such service, it being
                                         sufficient to prove that such notice was properly addressed and posted to the respective
                                         addresses set forth below, or such other address or addresses as is subsequently specified
                                         in writing pursuant to this clause 23):



 


If
to the Company:


Novotyr
Therapeutics Ltd.


P.O.B.
408


Kiryat
Shmona 11013


Israel


Attention:
CEO


Facsimile:
+972-4-681-8806


 


With
a copy to:


Adv.
Yael Baratz


Baratz
& Co.


1
Azrieli Center, Round Tower


18th
floor, Tel-Aviv 67021, Israel


Facsimile:
+972-3-6960986


 


If
to Recipient and the Scientist:


Hadassah
Medical Organization


POBox
12000


Jerusalem,
Israel 91120


Attention:
Dr. Arik Tzukert


Facsimile:
972-2-643-4701


 


		24.	This
                                         Agreement may be executed in any number of counterparts (including counterparts transmitted
                                         by facsimile), each of which shall be deemed to be an original, but all of which taken
                                         together shall be deemed to constitute one and the same instrument.
	 	 	 
		25.	Each
                                         party agrees to execute, acknowledge and deliver such further documents and instruments
                                         and to do any other acts, from time to time, as may be reasonably necessary, to effectuate
                                         the purposes of this Agreement.
	 	 	 
		26.	The
                                         parties hereto acknowledge that the Scientist is a member of the Board of Directors of
                                         the Company.



 






    	 	-36-	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set out below.


 


	Novotyr Therapeutics Ltd.	 	Hadassah Medical Organization
	 	 	 	 	 
	Signature:	/s/
    Hadas Reuveni	 	Signature:	/s/
    Dr. Arik Tzukert
	Name:	Hadas
    Reuveni	 	Name:	Dr.
    Arik Tzukert
	Title:	CEO	 	Title:	Director,
    R&D Divison
	Date:	24.2.2010	 	Date:	24.2.2010


 


	Dr.
    Michal Lotem	 
	 	 	 
	Signature:	/s/
    Dr. Michal Lotem	 
	Date:	Feb.
    28 , 2010	 


 



    	 	-37-	 



     


    

 


Annex
B


 


THE
RESEARCH MATERIALS


 


NT157,
NT219, NT700 and NT701were provided to MD Anderson and Yissum.


 


UBC
received NT157 but will also receive NT219.


 


UM
received NT157, NT219, NT205 and as a control molecule NT155.


 


HMO
received NT157.


 


BIRAD
will receive NT219, NT157, NT701, NT700 and may receive other molecules in the future.


  




    	 	-38-	 



     


    

 


Annex
C


 


BIRAD
MTA


 




    	 	-39-	 



     


    

 


MATERIAL
TRANSFER AGREEMENT


 


THIS
MATERIAL TRANSFER AGREEMENT (this “Agreement”), effective as of February 12, 2014, (the: “Effective
Date”) is made and entered into by and between TyrNovo Ltd., a company duly incorporated under the laws of Israel,
of 8 Abba Eban Ave., Herzliya Pituach, 4672526 Israel, (“the Company”), Bar Ilan Research and Development
Company Ltd. (“BIRAD”), a company formed under the law of Israel and the technology commercialization subsidiary
of Bar Ilan University (“Recipient Institution”), and Prof. Izhak Haviv, a researcher at the Recipient
Institution (“the Scientist”) (the Recipient Institution and the Scientist, together, “Recipient”)
; and


 


WHEREAS,
Company and Yissum Research Development Company of the Hebrew University of Jerusalem Ltd. (“Yissum”) signed
a License Agreement on 15 August 2013, with respect to, among others, the materials described in Appendix A to this Agreement
to be provided to Recipient under this Agreement (the “Yissum Materials” and the “License Agreement”,
respectively);and WHEREAS, the Company and Hadassah Medical Organization (“Hadassah”) have signed on 24
day of November, 2013 an MTA, attached to this Agreement as Appendix B (the: “Hadassah MTA”), under which
the Company received from Hadassah, subject to the Hadassah MTA terms and conditions, the materials described in Appendix C
to this Agreement to be provided to Recipient under this Agreement (the: “Hadassah Materials”); and


 


WHEREAS,
the Company is the proprietary owner of certain materials described in Appendix D to this Agreement and possesses all rights,
title and interest vested therein (the: “Company’s Materials” and together with the Hadassah Materials and the
Yissum Materials- the: “Materials”); and


 


WHEREAS,
the Company and BIRAD wish Recipient to receive one or more samples of the Materials and certain Confidential Information
relating to the Materials of the Company for the sole purpose of enabling BIRAD to cause the performance by Recipient of certain
services with respect thereto in accordance with the Services Agreement between Company and BIRAD dated February 12, 2014 (“Services
Agreement”) and workplan attached hereto as Appendix E (“the Purpose”).


 


NOW
THEREFORE, the parties hereby agree as follows:


 


		1.	The
                                         Company shall supply certain Materials to Recipient as aforesaid in the Preamble hereto
                                         and may disclose Confidential Information to Recipient in relation thereto. “Confidential
                                         Information” means information relating to the Company Materials disclosed by or
                                         on behalf of the Company to the Scientist and/or to BIRAD that is either marked as confidential
                                         or (if disclosed orally) is reduced to a written summary marked as confidential and delivered
                                         to the Scientist within 30 days of disclosure, except to the extent such information:
                                         (i) was known to Recipient or any of its personnel at the time it was disclosed, as evidenced
                                         by written records at the time of disclosure; (ii) is at the time of disclosure or later
                                         becomes publicly known under circumstances involving no breach of this Agreement; (iii)
                                         is lawfully and in good faith made available to Recipient or any of its personnel by
                                         a third party who is not subject to obligations of confidentiality to the Company with
                                         respect to such information; or (iv) is independently developed by personnel of Recipient
                                         without the use of or reference to Confidential Information, as demonstrated by documentary
                                         evidence.



 






    	 	-40-	 



     


    

 


		2.	Recipient
                                         may use the Materials and the Confidential Information solely for the Purpose. Recipient
                                         shall not use the Materials, the Confidential Information or any substance that is replicated
                                         or derived therefrom for any commercial or profit-generating purpose, or in the conduct
                                         of research that is subject to consulting, licensing or other similar legal or commercial
                                         obligations to another institution, corporation, or business entity. Transfer of the
                                         Materials to Recipient under this Agreement shall not restrict Company from transferring
                                         the Materials to any other organizations or from using the Materials in any other manner.
                                         Recipient shall not transfer the Materials to any other third party without Company’s
                                         prior written consent.



 


		3.	Recipient
                                         shall use the Materials only at Recipient Institution and only in the Scientist’s
                                         laboratory under the direction of the Scientist or of others working under his direct
                                         supervision. Neither Recipient Institution nor the Scientist shall transfer the Materials
                                         to any other person (including, any other person within Recipient Institution without
                                         the Company’s prior written consent), other than to members of the Scientist Research
                                         Team (as defined below) . and shall prohibit access thereto by unauthorized third parties.
                                         Recipient shall store and use the Materials and any written copies of Confidential Information
                                         in a safe place and in a safe manner.



 


		4.	BIRAD
                                         and the Scientist represent and warrant to the Company that: (i) Recipient Institution
                                         and the Scientist are regularly engaged in conducting laboratory studies and have all
                                         the required authorizations, approvals, registrations, licenses, and permits required
                                         for the Purpose and are entitled to perform such experimental work at the Scientist’s
                                         laboratory at Recipient Institution. Recipient is entitled under all applicable laws,
                                         rules and regulations to use the Materials according to this Agreement; Recipient has
                                         adequate training and facilities to study the Materials according to this Agreement and
                                         Scientist will directly supervise the use thereof hereunder; (ii) Recipient shall use
                                         the Materials in accordance with all applicable laws and regulations and in accordance
                                         with all applicable guidelines and ethical principles; (iii) Recipient shall use the
                                         Materials under suitable containment conditions and will under no circumstances be administered
                                         to humans.



 


		5.	BIRAD
                                         and the Scientist further represent and warrant to the Company that neither Recipient
                                         Institution nor the Scientist is a party to any agreement with a third party: (i) that
                                         would be in conflict with the obligations undertaken by BIRAD and/or Recipient under
                                         this Agreement; (ii) that would prevent BIRAD and Recipient from performing the contemplated
                                         services with the Materials; or (iii) that would be in conflict with the rights of the
                                         Company under this Agreement.



 






    	 	-41-	 



     


    

 


		6.	Company
                                         represents and warrants to BIRAD that it has Hadassah’s permission to provide Hadassah
                                         Materials to Recipient and to the best of its knowledge and subject to the confirmation
                                         by Yissum with respect to the Yissum Materials set forth at the end of this Agreement,
                                         Company has all necessary rights and permissions needed to provide Company Materials
                                         and Yissum Materials to Recipient all for the purposes of performing the work contemplated
                                         under this Agreement.



 


		7.	The
                                         Confidential Information will be held strictly confidential and each of Recipient Institution
                                         and the Scientist shall treat and/or protect the Confidential Information with the same
                                         degree of care that they maintain and protect the confidential information of Recipient,
                                         but in any event, no less than a reasonable degree of care. Recipient Institution and
                                         Scientist may disclose Confidential Information only to members of the Scientist’s
                                         research team who have a “need to know” such information and only to the
                                         extent necessary in order to perform the Services (“Scientist’s Research
                                         Team”). Scientist undertakes to ensure that each member of the Scientist’s
                                         Research Team shall be bound by written agreements including confidentiality obligations
                                         at least as restrictive as those provided in this Agreement. Recipient shall remain responsible,
                                         vis-à-vis the Company, for any actions of Scientist’s Research Team that
                                         if taken by Recipient, would constitute a breach of its confidentiality obligations under
                                         this Agreement. Neither Recipient Institution nor the Scientist shall disclose the Confidential
                                         Information to any third party, unless such disclosure is required by law or court order,
                                         in which case, the Company will be promptly informed thereof by BIRAD or the Scientist
                                         (as the case may be) so that the Company may seek a protective order or other remedy.
                                         In any event, Recipient shall disclose only that portion of the Confidential Information
                                         that is legally required to be disclosed.



 


		8.	The
                                         Materials and the Confidential Information are and shall remain the exclusive property
                                         of the Company (and/or of Hadassah, if applicable, according to the Hadassah MTA, and/or
                                         of Yissum, if applicable, as provided below) and, upon termination of this Agreement
                                         or otherwise at the Company’s request, BIRAD shall cause Recipient, in accordance with
                                         the Company’s instructions, either return to the Company or dispose of in accordance
                                         with the applicable laws and regulations, all Materials and written Confidential Information,
                                         and any copies and derivatives thereof, except that Recipient may retain one copy of
                                         any such Confidential Information in its confidential files solely for purposes of monitoring
                                         Recipient’s obligations under this Agreement.



 


It
is hereby clarified that the Yissum Materials and all Confidential Information relating thereto are and shall remain the exclusive
property of Yissum. Yissum shall own all right, title and interest in and to: (i) the Yissum Materials and (ii) Inventions (as
defined below) made prior to the OCS Approval (as such term is defined in the License Agreement) and (iii) all patents, copyrights,
know-how, trademarks and other intellectual property in and/or covering such Inventions, in each case solely to the extent the
claims are directed at such Inventions.


 


Company
shall own all right, title and interest in and to (i) Inventions arising following to the OCS Approval and (ii) all patents, copyrights,
know-how, trademarks and other intellectual property in and/or covering such Inventions, in each case solely to the extent the
claims are directed at such Inventions. In the event that OCS Approval is not obtained for any reason, all right, title and interest
in and to the Inventions irrespective of when such Inventions arise, and all patents, copyrights, know-how, trademarks and other
intellectual property in and/or covering the Inventions, to the extent the claims are directed at such Inventions, shall be owned
exclusively by Yissum.


 


“Invention”
means any inventions, techniques, compositions, compounds, substances, formulations, improvements, applications, information and
findings with respect to the Yissum Materials or their use (including progeny and derivatives of the Yissum Material) that are
generated, discovered, reduced to practice and/or arise from Recipient Institution’s and/or the Scientist’s and/or
the Scientist’s Research Team’s use of the Yissum Materials.


 


		9.	Except
                                         as otherwise expressly provided in this Agreement (for the Purpose), nothing contained
                                         in this Agreement shall be construed as granting BIRAD, Recipient Institution or the
                                         Scientist any ownership, license or other rights, express or implied, in or to any of
                                         the Materials, or Confidential Information or in or to any patents, trademarks or other
                                         intellectual property rights relating to the Materials.



 


		10.	In
                                         the event Recipient Institution and/or the Scientist wishes to publish information relating
                                         to any Inventions generated, discovered or reduced to practice as aforesaid, in scientific
                                         journals, manuscripts or at scientific meetings (each, a “Publication”),
                                         the release or publication of any such Publication shall be subject to the prior written
                                         consent of the Company. Each Publication will adequately acknowledge and appropriately
                                         reflect the contribution of the researchers and/or employees of each of the Company,
                                         Recipient Institution and Hadassah and/or the Hebrew University of Jerusalem, as applicable,
                                         and/or the source of the information included therein, in accordance with customary scientific
                                         practice. Recipient Institution or the Scientist (as the case may be) shall provide the
                                         Company with a copy of the contemplated Publication at least 60 (sixty) days prior to
                                         submission thereof for publication or presentation at scientific meetings. The Company
                                         shall have the right to: (i) provide comments to the proposed Publication which comments
                                         shall be discussed by the Recipient Institution and/or the Scientist (as the case may
                                         be) and the Company in good faith and in a timely manner and be incorporated into the
                                         Publication accordingly; and/or (ii) to object thereto because it contains Confidential
                                         Information or other information of the Company for which patent protection should be
                                         sought (prior to publication), or should be held confidential. Upon the Company’s
                                         written request such Confidential Information or other information as aforesaid shall
                                         be deleted from such publication.



 


		11.	Except
                                         for the warranties set forth in Section 6, the Materials are provided to Recipient without
                                         any warranties, whether express or implied, including, without limitation, warranties
                                         of merchantability or fitness for a particular purpose. The Materials are provided “AS
                                         IS”. Without derogating from the aforegoing, the Company makes no representation
                                         or warranty, express or implied that use of the Materials will not infringe any patent
                                         or other proprietary rights of a third party.



 






    	 	-42-	 



     


    

 


		12.	The
                                         conduct of any testing or research by Recipient Institution or the Scientist or any other
                                         scientists or employees of Recipient Institution with respect to the Materials shall
                                         be its sole risk and responsibility and the Company will not be liable for any consequences
                                         thereof, except for any liability resulting from the breach of the representations and
                                         warranties set forth in Section 6. The Materials are to be used and handled with caution
                                         and prudence in any experimental work, since not all characteristics of the Materials
                                         are necessarily known.



 


		13.	Since
                                         a breach by Recipient Institution and/or the Scientist of any of the undertakings contained
                                         herein may result in irreparable and continuing damage to the Company for which there
                                         may be no adequate remedy at law, the Company shall be entitled, upon appropriate proof,
                                         to seek injunctive relief and/or a decree for specific performance, and such other relief
                                         as may be proper (including monetary damages, if appropriate).



 


		14.	



 


		14.1.	This
                                         Agreement shall enter into effect as of the Effective Date set forth above, and shall
                                         continue in full force until completion of the work plan (Appendix E) or until terminated
                                         in accordance to this Agreement.



 


		14.2.	Without
                                         derogating from the parties’ rights hereunder or by law to any other or additional
                                         relief, it is agreed that the Company may terminate this Agreement at any time by serving
                                         a written notice to such effect on BIRAD.



 


		14.3.	The
                                         termination of this Agreement for any reason shall not relieve a party of any of its
                                         respective obligations which shall have accrued prior to such termination.



 


		14.4.	The
                                         provisions of sections 7-9 (inclusive), 11-15 (inclusive) and sections 21 and 22 shall
                                         survive any termination of this Agreement.



 


		15.	The
                                         Preamble and Schedules hereto form an integral part of this Agreement. In this Agreement
                                         “including”, “includes” means including, without
                                         limiting the generality of any description preceding such terms.



 


		17.	This
                                         Agreement constitutes the entire agreement between the parties hereto in respect of the
                                         subject-matter hereof, and supersedes all prior agreements or understandings between
                                         the parties relating to the subject-matter hereof and this Agreement may be amended only
                                         by a written document signed by the parties hereto.



 


		18.	None
                                         of the parties shall be entitled to assign this Agreement or any or all of its rights,
                                         or obligations under this Agreement or arising therefrom, without the prior written consent
                                         of the other parties. Notwithstanding the foregoing, the Company shall be entitled to
                                         assign this Agreement to a third party that acquires all or substantially all of the
                                         shares, assets or business of the Company without the need to obtain BIRAD’s or Scientist’s
                                         prior written consent.



 






    	 	-43-	 



     


    

 


		19.	No
                                         waiver by any party hereto, whether express or implied, of its rights under any provision
                                         of this Agreement shall constitute a waiver of such party’s rights under such provisions
                                         at any other time or a waiver of such party’s rights under any other provision
                                         of this Agreement. No failure by any party hereto to take any action against any breach
                                         of this Agreement or default by another party hereto shall constitute a waiver of the
                                         former party’s rights to enforce any provision of this Agreement or to take action
                                         against such breach or default or any subsequent breach or default by such other party.



 


		20.	The
                                         provisions of this Agreement are severable and, in the event that any one or more of
                                         the provisions or part of a provision contained in this Agreement shall, for any reason,
                                         be held by any court of competent jurisdiction to be invalid, illegal or unenforceable
                                         in any respect, such invalidity, illegality or unenforceability shall not affect any
                                         other provision or part of a provision of this Agreement; but such provision shall be
                                         modified as set out below and the balance of this Agreement shall be interpreted as if
                                         such provision were so modified. The parties shall negotiate in good faith in order to
                                         agree on the terms of an alternative provision which complies with applicable law and
                                         achieves, to the greatest extent possible, the same effect as would have been achieved
                                         by the invalid, illegal or unenforceable provision.



 


		21.	This
                                         Agreement shall be governed in all respects by the laws of Israel, without giving effect
                                         to its principles of conflicts of law that direct that the laws of another jurisdiction
                                         apply and the Parties hereto hereby submit to the exclusive jurisdiction of the competent
                                         courts in Tel-Aviv- Jaffa, Israel.



 


		22.	Any
                                         notice or other communication required to be given by the parties under this Agreement
                                         shall be in writing and shall be deemed to have been given (a) if personally delivered,
                                         when actually delivered; or (b) if sent by facsimile or by electronic mail, the next
                                         business day after receipt of confirmation of transmission (provided that any notice
                                         terminating this Agreement which is sent by electronic mail shall be followed by a notice
                                         sent in any other manner provided herein), or (c) 7 (seven) days after being mailed by
                                         registered or certified mail, postage prepaid (for the purposes of proving such service,
                                         it being sufficient to prove that such notice was properly addressed and posted to the
                                         respective addresses set forth below, or such other address or addresses as is subsequently
                                         specified in writing pursuant to this section 22):



 


If
to the Company:


TyrNovo
Ltd.


8
Abba Eban Ave.


POB
12454 (Goldman-Hirsh Partners)


Herzliya
Pituach, 4672526 Israel


Attention:
CEO


Facsimile:
097711805


 


If
to BIRAD:


Bar
Ilan Research and Development Foundation Ltd.


Bar
Ilan University


Ramat
Gan


Attention:
Frances Shalit. PhD.


Facsimile:
035353088


 


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



 


		24.	Each
                                         party agrees to execute, acknowledge and deliver such further documents and instruments
                                         and to do any other acts, from time to time, as may be reasonably necessary, to effectuate
                                         the purposes of this Agreement.



 


[Signature
page to follow]


 




    	 	-44-	 



     


    

 


[Signature
page of Material Transfer Agreement]


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date set out below.


 





	TyrNovo Ltd.	 	BIRAD	 
	 	 	 	Bar Ilan Research and Development Foundation Ltd.
	 	 	 	 
	Signature: 	/s/ Hadas Reuveni	 	Signature: 	/s/ Orli Tori
	Name:	Hadas Reuveni	 	Name:	Orli Tori
	Title:	CEO	 	Title:	CEO
	Date:	Feb 6, 2014	 	Date:	Feb. 12, 2014




 


	Prof.
    Izhak Haviv	 
	 	 	 
	Signature:	/s/
    Prof. Izhak Haviv	 
	Date:	Feb.
    6, 2014	 


 


Declaration


 


We,
the undersigned, Yissum Research Development Company of the Hebrew University of Jerusalem Ltd., confirm that we have reviewed
the above Agreement and consent to the terms and conditions thereof to the extent relating to the Yissum Materials and related
Confidential Information, and hereby authorize the transfer of the Yissum Materials and related Confidential Information by the
Company to the Recipient and the disclosure and use thereof as expressly provided in the above Agreement, all subject to and in
accordance with the terms and conditions of the above Agreement and this Declaration. Neither Yissum nor the Hebrew University
of Jerusalem Ltd. (“HUJ”) gives any representations or warranties of any nature whatsoever with respect to
the Yissum Materials and any related Confidential Information provided to BIRAD and none of Yissum, HUJ, nor any of their affiliates,
employees, researchers or agents shall be liable for any claims, losses, damages or expenses arising out of or in connection with
the use, application, storage or disposal of any of the Yissum Materials and/or related Confidential Information.


 


	Yissum
    Research Development Company of the Hebrew University of Jerusalem Ltd.	 
	 	 	 
	Signature:	/s/
    Ariela Markel	 
	Name:	Ariela
    Markel	 
	Title:	VP
    Licensing, Biotechnology	 
	Date:	Feb.
    10, 2014	 


 


Appendices:


Appendix
A – Yissum Materials


Appendix
B – Hadassah MTA


Appendix
C – Hadassah Materials


Appendix
D – Company’s Materials


Appendix
E – Research Program


 




    	 	-45-	 



     


    

 


Appendix
A – Yissum Materials


 


NT219


NT157


NT701
(for in vitro assay)


NT700
(for in vitro assay)


 


Appendix
B – Hadassah MTA


 


Appendix
C – Hadassah Materials


 


Cell
lines described in the Hadassah MTAs


 


Appendix
D – Company’s Materials


 


TN0210-0215,
TN0710-0715


 


Appendix
E – Research Program


 


תוכנית
עבודה טירנובו – משימות
עיקריות:


		1.	סריקת
                                         רגישות תאי מלנומה
                                         מחולים ורגישות
                                         סרטנים נוספים
                                         מחולים (גליובלסטומה,
                                         סרטני המעי הגס/הערמונית/השחלה/השד)
                                         ל-NT219, NT157 (ואופציונלית
                                         לנגזרות נוספות
                                         – Company’s Materials) והגדרת מגיבים
                                         מול לא-מגיבים:



		א.	כל
                                         הדוגמאות יושתלו
                                         בעכברים לקבלת
                                         מודל בו הגידולים
                                         מתפתחים בקצב סביר
                                         ובהדירות נאותה,
                                         ותיבדק יכולת NT219
                                         לעכב את קצב צמיחת
                                         הגידולים בסריקה
                                         של ניסויי פעילות
                                         (2 עכברים לקבוצת
                                         טיפול או ביקורת).
                                         קצב בדיקה צפוי
                                         (על פיו נבנה התקציב)
                                         – כ-8 חולים לחודש.



		ב.	רגישות
                                         תאי מלנומה מחולים,
                                         שיתקבלו כשורות
                                         תאים, תיבדק in-vitro באופן
                                         תלוי ריכוז. מהגידולים
                                         שיסופקו כביופסיה
                                         יופרשו תאים לבדיקה
                                         בתרבית. מטרה: סריקה
                                         מזורזת לקבלת ערכי
                                         IC50 ו-IC90, ובחינת יעילות
                                         הקומבינציה של
                                         NT219 ו-NT701 עם תרופות מאושרות.



		2.	הוכחת
                                         פעילות NT219 באינדיקציה
                                         הנבחרת (8 עכברים
                                         לקבוצה) + IHC בסוף ניסוי



NT219
Dose Response Study


		3.	איתור
                                         האוכלוסיה העמידה
                                         (הגידולים שלא הגיבו
                                         כלל או הגיבו חלש
                                         מאוד ל-NT219) והשוואת
                                         הגידולים המגיבים
                                         לגידולים העמידים
                                         מבחינה גנומית,
                                         להגדרת מרקרים
                                         ביולוגיים שעשויים
                                         לשמש inclusion/exclusion criteria בניסיון
                                         הקליני, או להגדרת
                                         קומבינציה מועדפת
                                         של NT219 עם תרופה מאושרת.



שירותים
מיוחדים:


		א.	PamGene
                                         – איתור קינאזות
                                         שעוברות כיבוי
                                         או הדלקה עקב טיפול
                                         ב-NT219 במגיבים מול
                                         לא מגיבים, לאיתור
                                         ביומרקרים (לחיזוי
                                         תגובתיות ל-NT219 ומנגנוני
                                         עמידות) ולאיתור
                                         קומבינצית תרופות
                                         מועדפת.



		ב.	שימוש
                                         בספריות shRNA לאיתור
                                         או ואלידציה של
                                         חלבונים המשפיעים
                                         על התגובה ל-NT219, למטרות
                                         שהוזכרו לעיל.



		4.	השלמת
                                         כיווני מחקר לפירסום
                                         מאמרים משותפים.



 




    	 	-46-	 



     


    

 


Annex
D


 


EXISTING
HUJI RESULTS


 


The
Existing HUJI Results are summarized in a publication in Aging Cell on November 2013 entitled “A novel inhibitor of the
insulin/IGF signaling pathway protects from age-onset, neurodegeneration-linked proteotoxicity” and are described in patent
application entitled “IGF-1R Signaling Pathway Inhibitors Useful in the Treatment of Neurogenerative Diseases” (Yissum
code: 3946).


 


 


 -47-