Exhibit
4.14


 


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


 


LICENSE
AGREEMENT


 


This
License Agreement (“Agreement”) is made in Jerusalem this 15 day of August, 2013, 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. (or any other name approved by the Israeli registrar of companies), a company in formation (the “Company”),
represented until its registration by GOLDMAN HIRSH PARTNERS LTD. of 6 Hahoshlim St. Herzliya Pituach 46723, Israel (“GHP”),
of the second part;


 


(each
of Yissum and the Company, a “Party”, and collectively the “Parties”)


 


		WHEREAS:	Prof.
                                         Alexander Levitzki of the Hebrew University of Jerusalem (the “Researcher”)
                                         and Dr. Hadas Reuveni, then an employee of Novotyr Therapeutics Ltd. (“NovoTyr”)
                                         and/or certain other members of the Researcher’s team at the Hebrew University
                                         of Jerusalem (together the “Inventors”) developed technology with
                                         respect to unique inhibitors of the IGF-1R pathway as more fully described in the patent
                                         applications listed in Appendix A1 hereto; (collectively, the “Existing
                                         Portfolio of Patent Applications”); and the Inventors and NovoTyr have assigned
                                         all their rights and title to all of the Appendix A1 Existing Portfolio of Patent Applications
                                         and the inventions claimed therein to Yissum; and Yissum owns the Existing Portfolio
                                         of Patent Applications; and



 


		WHEREAS:	the
                                         rights and title of scientists of the Hebrew University of Jerusalem in and to all inventions,
                                         know-how and the results of research created by them vest solely with Yissum; and



 


		WHEREAS:	the
                                         Company has represented to Yissum that either by itself or through third parties, it
                                         has the financial capacity and the strategic commitment to facilitate the development,
                                         production, marketing and distribution of products as contemplated in this agreement;
                                         and



 


		WHEREAS:	the
                                         Company wishes to obtain a license from Yissum for the development and commercialization
                                         of the inventions claimed in all or part of the Existing Patent Applications as defined
                                         in Section 1.4.5 below and the Know-How (as defined in Section 1.4.10 below), at the
                                         Company’s discretion; and



 


		WHEREAS:	Yissum
                                         agrees to grant the Company such a license, all in accordance with the terms and conditions
                                         of this Agreement.



 


NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS:


 


		1.	Interpretation
                                         and Definitions



 


		1.1.	The
                                         preamble and appendices to this Agreement constitute an integral part hereof and shall
                                         be read jointly with its terms and conditions.



 


		1.2.	In
                                         this Agreement, unless otherwise required or indicated by the context, the singular shall
                                         include the plural and vice-versa, the masculine gender shall include the female
                                         gender, “including” or “includes” shall mean including, without
                                         limiting the generality of any description preceding such terms and the use of the term
                                         “or” shall mean “and/or”, any reference to the term “sale”
                                         shall include the sale, lease, rental, or other disposal of any Product and any reference
                                         to “the date of execution of this Agreement” shall mean the date of the last
                                         signature of this Agreement by the Parties.



 






     

     


    

 


		1.3.	The
                                         headings of the Sections in this Agreement are for the sake of convenience only and shall
                                         not serve in the interpretation of the Agreement.



 


		1.4.	In
                                         this Agreement, the following capitalized terms shall have the meanings appearing alongside
                                         them, unless provided otherwise:



 


		1.4.1.	“Affiliate”
                                         shall mean any person, organization or other legal entity which controls, or is controlled
                                         by, or is under common control with, the Company. “Control” shall
                                         mean the holding of more than fifty percent (50%) of (i) the equity or (ii) the voting
                                         rights or (iii) the right to elect or appoint directors.



 


		1.4.2.	“Development
                                         Plan” shall mean the written plan and timetable for the development and the
                                         commercialization of Products, including specific development milestones, prepared by
                                         the Company and approved by Yissum, a copy of which shall be attached to this Agreement
                                         as Appendix B, within three (3) months of the date of execution of this Agreement,
                                         as amended from time to time.



 


		1.4.3.	“Development
                                         Results” shall mean the results of activities carried out by the Company or
                                         by third parties (other than the Researcher and his team) at the direction of the Company
                                         pursuant to the Development Plan or otherwise in fulfillment of the Company’s obligations
                                         hereunder (including its development obligations under Section 5 below), including, any
                                         invention, patent or patent application, product, material, method, discovery, composition,
                                         process, technique, know-how, data, information or other result which do not form part
                                         of the Licensed Technology, and further including any governmental or regulatory filing
                                         submitted, or approval, license, registration, or authorization obtained, by the Company,
                                         an Affiliate or Sublicensee in respect of the Products, as well as any other information,
                                         data, material, results, devices and know-how arising from the performance of the Development
                                         Plan.



 


		1.4.4.	“Effective
                                         Date” shall mean the date upon which NovoTyr Shareholders Approval (as defined
                                         in Section 2.2 below) is received.



 


		1.4.5.	“Existing
                                         Patent Applications” shall mean: (i) the patent applications currently listed
                                         in Appendix A2, provided that patent family 3711 (Yissum reference no.) or patent
                                         family 3712 (Yissum reference no.) may be deleted therefrom by written request of the
                                         Company to be notified to Yissum within one hundred and twenty (120) days of the execution
                                         of this Agreement; and (ii) other patent applications from the Existing Portfolio of
                                         Patent Applications selected by the Company, within its sole discretion, and notified
                                         to Yissum in writing within one hundred and twenty (120) days from the date of execution
                                         of this Agreement, which shall be added to Appendix A2 hereto.



 


		1.4.6.	“Exit
                                         Event” shall mean, (i) a transaction or series of transactions, which result
                                         in; (a) the sale, assignment, transfer or other disposition of all or a majority of the
                                         assets of the Company; or (b) the sale, assignment, transfer or other disposition of
                                         all or majority of the share capital of the Company as a result of which there is a change
                                         of “control” within the meaning of such term in Section 1.4.1 above; or (ii)
                                         an initial public share offering of the Company (an “IPO”).



 






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		1.4.7.	“Exit
                                         Fee” shall mean the amount payable to Yissum in accordance with Section 7.3,
                                         below.



 


		1.4.8.	“Exit
                                         Proceeds” shall mean any consideration, monetary or otherwise, including shares
                                         and other securities or goods, actually received by the Company or the Original Shareholders
                                         (as applicable), directly or indirectly in the framework, or as a result, of an Exit
                                         Event as referred to in 1.4.6 above, it being agreed that any non-monetary consideration
                                         shall be valued at its fair market value as determined by mutual agreement between the
                                         Parties and failing such agreement, according to the assessment of an independent appraiser
                                         to be selected by the Parties.



 


		1.4.9.	“First
                                         Commercial Sale” shall mean the first sale of a Product by the Company, an
                                         Affiliate or a Sublicensee after the receipt of any required regulatory approval to market
                                         and sell such Product, excluding trials, evaluations or testing arrangements.



 


		1.4.10.	“Know-How”
                                         shall mean all proprietary, non-public tangible or intangible information, techniques,
                                         technology, practices, trade secrets, inventions (whether patentable or not), methods,
                                         knowledge, ancillary materials, results, devices, or know-how developed by the Inventors
                                         (including the Researcher), prior to the OCS Approval, directly related to the subject
                                         matter claimed in the Existing Patent Applications, and belonging to Yissum and described
                                         generally in Appendix A3.



 


		1.4.11.	“License”
                                         shall have the meaning ascribed thereto in Section 3.1 below.



 


		1.4.12.	“Licensed
                                         Patents” shall mean (a) the Existing Patent Applications, and any patent application
                                         that claims priority therefrom; as well as (b) all divisions, continuations, continuations-in-part,
                                         re-examinations, reissues, renewals, registrations, confirmations, substitutions, or
                                         extensions, including European Supplementary Protection Certificates (“SPCs”),
                                         and “Orphan Drug” status (within the meaning of such term under the US Orphan
                                         Drug Act) and/or any other similar statutory protection, and any provisional applications,
                                         national, regional, PCT or similar applications, and any and all patents issuing from,
                                         and patentable inventions, methods, processes, and other subject matter disclosed or
                                         claimed in, any or all of the foregoing.



 


		1.4.13.	“Licensed
                                         Technology” shall mean the Know-How and the Licensed Patents.



 


		1.4.14.	“Net
                                         Sales” shall mean:



 


		(i)	the
                                         gross sales price invoiced for sales of Products by the Company, an Affiliate or Sublicensee
                                         to a third party; or



 


		(ii)	the
                                         fair market value of non-monetary consideration received in connection with such sales
                                         as mutually agreed by the Parties, and failing such agreement, according to the assessment
                                         of an independent appraiser to be selected by the Parties;



 


after
deduction of: (i) bona fide discounts to the extent actually taken by third parties, provided however, that where any discount
is based on sales of a bundled set of products that includes the Product, the discount shall be allocated to the Product on a
pro rata basis based on the sales value (i.e., the unit average selling price multiplied by the unit volume) of the Product relative
to the sales value contributed by the other constituent products in the bundled set, with respect to such sale; (ii) sales taxes,
excise, customs, VAT and sales taxes or other taxes (except income tax) imposed on such sales; (iii) any cash backs, returns,
refunds or similar repayment or return credits (by credit note) actually made after the relevant invoice was issued; (iii) royalties
paid to the OCS; and (iv) transport and insurance charges; provided that such deductions are directly related to the sale of the
applicable Products, and were awarded within the regular running of the business of the Company, Affiliate or Sublicensee.


 



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In
the event of sales made through a distributor, reseller or marketing agent who does not pay a fixed, final amount for such sales,
the sales made by such distributor, resellers or marketing agent shall be deemed gross sales for the purposes of this Agreement.


 


In
the event of sales or deductions not made at “arms length”, then for the purpose of calculation of Royalties (as defined
below) to Yissum, Net Sales shall be determined by mutual agreement between the Parties and failing such agreement, according
to the assessment of an independent appraiser to be selected by the Parties.


 


With
respect to sales by the Company, its Affiliate, or Sublicensee as applicable, to any Affiliate or Sublicensee, as the case may
be, the term, “Net Sales” shall mean only the amount received by such Affiliate or Sublicensee on resale to a third
party purchaser after deduction of the items specified above, to the extent applicable.


 


		1.4.15.	“NovoTyr
                                         Shareholders Approval” shall have the meaning ascribed thereto in Section 2.2
                                         below.



 


		1.4.16.	“OCS”
                                         shall mean the Office of the Chief Scientist of the Ministry of Economics.



 


		1.4.17.	“OCS
                                         Approval” shall have the meaning ascribed thereto in Section 2.2 below.



 


		1.4.18.	“Original
                                         Shareholders” shall mean GHP or any of its permitted transferees or assigns
                                         (as defined in the governing corporate agreements pursuant to which GHP received its
                                         shares in the Company).



 


		1.4.19.	“Product”
                                         shall mean any product, process, or service that (a) uses the Licensed Technology; or
                                         (b) the sale of which, in the absence of the license granted to the Company in this Agreement,
                                         would infringe one or more of the Licensed Patents.



 


		1.4.20.	“Royalties”
                                         shall have the meaning ascribed thereto in Section 7.1 below.



 


		1.4.21.	“Subcontracting
                                         Agreement” shall mean (i) a bona fide subcontracting agreement pursuant to
                                         which a contractor is engaged for the purpose of manufacturing or developing any of the
                                         Products (or part thereof) on the Company’s behalf, for monetary consideration; or (ii)
                                         a bona fide arms-length research agreement, pursuant to which an academic or research
                                         institution is engaged for the purpose of performing research, on the Company’s behalf,
                                         for the development of any of the Products (or part thereof), provided that in no event
                                         shall the consideration (if any) therefor comprise any Products; and the term “Subcontractor”
                                         shall be construed accordingly.



 


		1.4.22.	“Sublicense”
                                         shall mean any grant by the Company or its Affiliates of any of the rights granted under
                                         this Agreement or any part thereof; including the right to develop, manufacture, market,
                                         sell or distribute the Licensed Technology or any Product, for which grant the recipient
                                         of the Sublicense is required to pay the grantor of the Sublicense, excluding a Subcontracting
                                         Agreement.



 






    	 	4	 



     


    

 


		1.4.23.	“Sublicense
                                         Consideration” shall mean any proceeds or consideration or benefit of any kind
                                         whatsoever, whether monetary or otherwise, that the Company or an Affiliate may receive
                                         from a Sublicensee as a direct or indirect result of the grant of a Sublicense and/or
                                         pursuant thereto or an option to obtain such Sublicense, except amounts received by the
                                         Company which constitute royalties based on Net Sales by Sublicensees in respect of which
                                         the Company is required to pay Royalties to Yissum.



 


		1.4.24.	“Sublicense
                                         Fees” shall have the meaning ascribed thereto in Section 7.2 below.



 


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



 


		1.4.26.	“Territory”
                                         shall mean worldwide.



 


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



 


		2.	Conditions
                                         Precedent



 


		2.1.	The
                                         Company acknowledges that it is aware that (i) Yissum and NovoTyr executed a license
                                         agreement dated September 19, 2005 (as amended from time to time) (the “License
                                         Agreement”); (i) the Licensed Technology (or part thereof) was developed and/or
                                         generated by the Inventors in the framework of an incubator project approved by the OCS
                                         for implementation by NovoTyr within the incubator program of Meytav Technological Incubator
                                         Ltd.; (ii) on March 19, 2013 Yissum notified NovoTyr in writing of the termination of
                                         the License Agreement for breach by NovoTyr of certain of the terms thereof and required
                                         NovoTyr to assign and transfer to Yissum all right, title and interest of NovoTyr in
                                         and to the Licensed Patents and the Know-How (to the extent of NovoTyr’s ownership
                                         of any rights therein), pursuant to the terms of the License Agreement; (iii) the assignment
                                         and transfer of NovoTyr’s right, title and interest in and to the Licensed Patents
                                         and Know-How to Yissum as aforesaid is subject to the approval and requirements of the
                                         OCS; and (iv) on August 4, 2013 Yissum and NovoTyr entered into an IP Agreement pursuant
                                         to which, inter alia, NovoTyr irrevocably assigned and transferred all its right,
                                         title and interest in and to the Licensed Patents and the Know-How to Yissum, subject
                                         to the approval and requirements of the OCS (the “IP Agreement”).



 


		2.2.	The
                                         Parties agree that this Agreement, shall be conditional upon: (i) the execution by all
                                         of the shareholders of NovoTyr of a resolution approving the execution of the IP Agreement
                                         and, therefore, the assignment and transfer of the Licensed Patents and Know-How to Yissum
                                         pursuant thereto (“NovoTyr Shareholders Approval”), provided however
                                         that the grant of the License by Yissum to the Company pursuant to Section 3 below
                                         and the Company’s right to grant Sublicenses under Section 6 below shall be further
                                         conditional upon the receipt by Yissum of the approval of the OCS to the assignment and
                                         transfer to Yissum of the Licensed Patents and Know-How as aforesaid in accordance with
                                         terms and conditions that are reasonably acceptable to Yissum (“OCS Approval”);
                                         (the receipt of NovoTyr Shareholders Approval and OCS Approval, respectively, the “Conditions
                                         Precedent”).



 






    	 	5	 



     


    

 


		2.3.	Yissum
                                         undertakes to use diligent efforts to cause the Conditions Precedent to be fulfilled
                                         as soon as possible.



 


		2.4.	Yissum
                                         represents and warrants that it has made available to the Company all the relevant information
                                         in its possession in connection with such Conditions Precedent (including all material
                                         facts that in Yissum’s reasonable opinion are likely to prevent or otherwise adversely
                                         affect their fulfillment) and that, subject to Section 2.7 below, until the OCS Approval
                                         is received, Yissum shall inform the Company about any such material information as soon
                                         as possible but no later than ten (10) days after becoming aware thereof.



 


		2.5.	The
                                         Company shall cooperate with Yissum and shall make reasonable commercially efforts to
                                         assist Yissum with respect to obtaining OCS Approval, including the signature of documents
                                         and undertakings (if any) required by the OCS.



 


		2.6.	The
                                         date upon which the NovoTyr Shareholders Approval has been received, shall be deemed
                                         the Effective Date.



 


		2.7.	In
                                         the event that both of the Conditions Precedent are not fulfilled by the first anniversary
                                         of the date of execution of this Agreement, either Party shall have the right to terminate
                                         this Agreement by written notice to the other Party (effective immediately). In such
                                         case, this Agreement shall be of no force or effect, and no Party shall have any claim
                                         against the other Party arising from this Agreement or any discussions or negotiations
                                         by the Parties in respect of this Agreement or the termination thereof as aforesaid.
                                         The said period for the fulfillment of the Conditions Precedent may be extended by written
                                         agreement of the Parties. It is understood, however, that Yissum shall not unreasonably
                                         refuse any request by the Company for an extension of such period (including additional
                                         requests for further extensions). It is agreed further that: (i) Yissum shall only be
                                         entitled to refuse a request by the Company for extensions of such period upon grounds
                                         relating to such Conditions Precedent (including the non-fulfillment thereof); and (ii)
                                         Yissum shall not be entitled to refuse a request by the Company for extensions of such
                                         period if the fulfillment of the Conditions Precedent is likely to occur during the relevant
                                         extension period requested by the Company, provided that each such extension period requested
                                         by the Company shall not exceed nine (9) months.



 


		3.	The
                                         License



 


		3.1.	Subject
                                         to the full performance by the Company of its obligations in accordance with this Agreement,
                                         Yissum hereby grants the Company an exclusive license (with the right to grant sublicenses
                                         in accordance with Section 6 below) 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, all within the Territory
                                         only, subject to and in accordance with the terms and conditions of this Agreement (the
                                         “License”).



 


		3.2.	Notwithstanding
                                         the provisions of Section 3.1 above, Yissum, on behalf of the University, shall retain
                                         the right to make, use and practice the Licensed Technology for the University’s own
                                         internal research, educational and pre-clinical purposes, subject to the confidentiality
                                         obligations undertaken herein by Yissum. 



 






    	 	6	 



     


    

 


		4.	Term
                                         of the License



 


The
License shall expire, if not earlier terminated pursuant to the provisions of this Agreement, on a country-by-country basis, upon
the later of: (i) the date of expiration in such country of the last to expire Licensed Patent included in the Licensed Technology;
(ii) the date of expiration of any exclusivity on the Product granted by a regulatory or government body in such country; or (iii)
the end of a period of fifteen (15) years from the date of the First Commercial Sale in such country. Should the periods referred
to in Subsections (i) or (ii) expire in a particular country prior to the period referred to in Subsection (iii), above, the license
in that country or those countries shall be deemed an exclusive license to the Know-How during such post-expiration period.


 


Upon
the expiration of the later of the periods set forth in Subsections (i) through (iii) above (and provided that the License has
not been terminated prior thereto), the Company shall have a perpetual fully-paid, royalty-free non-exclusive license to the Know-How.


 


		5.	Development
                                         and Commercialization



 


		5.1.	The
                                         Company undertakes, at its own expense, to use commercially reasonable efforts to carry
                                         out the development, regulatory, manufacturing and marketing work necessary to develop
                                         and commercialize Products in accordance with a the Development Plan prepared by the
                                         Company and approved by Yissum, a copy of which shall be attached to this Agreement as
                                         Appendix B within three (3) months of the date of execution of this Agreement. The Development
                                         Plan may be modified from time to time by the Company as reasonably required in order
                                         to achieve the commercialization goals set forth above, upon Yissum’s prior written
                                         approval. All terms and conditions of the License and this Agreement shall apply to the
                                         modified Development Plan and subsequent Development Results.



 


		5.2.	The
                                         Company shall (i) provide Yissum with periodic written reports (“Development
                                         Reports”) not less than annually, on its product development progress or efforts
                                         to commercialize under the Development Plan within sixty (60) days after December 31
                                         of each calendar year. These progress reports shall include progress on research and
                                         development, status of applications for regulatory approvals, manufacturing, sublicensing,
                                         marketing, importing, and sales during the preceding calendar year, as well as plans
                                         for the present calendar year. If reported progress in respect of a Product differs materially
                                         from that anticipated in its Development Plan or a preceding Development Plan, the Company
                                         shall explain, in its Development Report, the reason therefor and prepare a modified
                                         Development Plan for Yissum’s review. The Company shall also make reasonable efforts
                                         to provide Yissum with any reasonable additional data that Yissum requires to evaluate
                                         the performance of the Company hereunder.



 


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



 


		5.4.	Upon
                                         completion of the development of any Product, the Company undertakes to perform all commercially
                                         reasonable actions necessary to maximize Net Sales of such Product on a regular and consistent
                                         basis.



 


		5.5.	In
                                         the event the Company does not use commercially reasonable efforts to commercialize any
                                         Product, unless such delay is due to (i) the requirements of a regulatory or other governmental
                                         authority; (ii) force majeure in accordance with Section 18.8 below; or (iii) agreed
                                         revisions in the timelines in the amended Development Plan, Yissum shall notify the Company
                                         in writing of the Company’s failure to meet its obligations of diligence and shall allow
                                         the Company up to twelve (12) months to cure such failure of diligence (the “Cure
                                         Period”). The Company’s failure to cure such failure to Yissum’s reasonable
                                         satisfaction within the Cure Period shall be considered a material breach of this Agreement
                                         and Yissum shall be entitle to terminate this Agreement, including the License, immediately.



 


		5.6.	The
                                         Company shall perform all its activities hereunder in accordance with all applicable
                                         laws and regulations, including the Law of Encouragement of Industrial Research and Development,
                                         1984 as amended or supplemented from time to time and all regulations promulgated thereunder
                                         (the “R&D Law”) and all the rules and regulations of the OCS (to
                                         the extent applicable), and shall procure the receipt of all approvals and consents necessary
                                         for the performance of its obligations hereunder.



 


		5.7.	The
                                         Company agrees to provide Yissum and/or the University (for no consideration) a reasonable
                                         number units of any Product developed and/or manufactured under this Agreement, for academic
                                         research purposes only.









 






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		6.	Sublicenses



 


		6.1.	The
                                         Company shall be entitled to grant Sublicenses under the License, without obtaining Yissum’s
                                         prior approval provided that:



 


		(a)	each
                                         Sublicense shall be granted in a bona fide arms-length commercial transaction
                                         pursuant to a written agreement; and



 


		(b)	the
                                         Sublicense shall comply with the terms and conditions set forth in this Section 5 below.



 


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



 


		6.3.	The
                                         Company shall ensure that any Sublicense shall include material terms that require the
                                         Sublicensee to comply with the terms of this Agreement, the breach of which terms shall
                                         be a material breach resulting in termination of the Sublicense. In such an event, the
                                         Company undertakes to take all reasonable steps to enforce such terms upon the Sublicensee,
                                         including the termination of the Sublicense. In all cases, the Company shall immediately
                                         notify Yissum of any breach of the material terms of a Sublicense, and shall copy Yissum
                                         on all correspondence with regard to such breach.



 


Furthermore,
in the context of any Sublicense, the Company will obtain an agreement from the relevant Sublicensee (i) that such Sublicensee
may only use the Licensed Technology and any related information received from the Company in connection with the further development
and/or commercialization of a Product pursuant to the terms of the sublicense agreement, and will keep same confidential, and
(ii) naming Yissum as a third party beneficiary with the right to directly enforce the use and confidentiality provisions described
in sub-section (i) above.


 


		6.4.	The
                                         Company shall require each Sublicensee to provide it with regular written royalty reports
                                         that include at least the detail that the Company is required to provide pursuant to
                                         Section 8.2 below.



 


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



 


		6.6.	For
                                         the avoidance of any doubt it is hereby declared that under no circumstance whatsoever
                                         shall a Sublicensee be entitled to assign such Sublicense or further Sublicense the License
                                         or any part thereof.



 


		6.7.	The
                                         Company shall provide Yissum with (a) a copy of the term sheet (if any) signed with any
                                         prospective Sublicensee as soon as practicable after signature thereof; and (b) the then
                                         latest draft of the Sublicense no later than ten (10) days prior to the anticipated date
                                         of signature thereof. In addition the Company shall provide Yissum with an executed copy
                                         of the Sublicense and of any amendments thereto within fourteen (14) days of its execution.



 


		6.8.	The
                                         Company shall not be entitled to grant any rights whatsoever in respect of the Licensed
                                         Technology or the Product to any third party, including without limitation rights of
                                         distribution/distributorship, except by means of a Sublicense.









 






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		7.	License
                                         Consideration



 


In
consideration for the grant of the License, the Company shall pay Yissum the following consideration during the term of the License
as set forth in Section 4 above:


 


		7.1.	Royalties
                                         at a rate of [****] percent ([****]%) of Net Sales (the “Royalties”).



 


		7.2.	Sublicense
                                         fees at a rate of [****] percent ([****]%) of Sublicense Consideration (“Sublicense
                                         Fees”). 



 


		7.3.	Yissum
                                         shall be entitled to receive from the Company an Exit Fee as follows:



 


		7.3.1.	Sale of Company Shares or Assets Prior to the Company’s IPO. In the event of an Exit Event
                                                                                                                                                                                                                                                                                                               as referred to in Section 1.4.5(i) above the Exit Proceeds of which are equal to or less than [****] (USD [****]) US Dollar,
                                                                                                                                                                                                                                                                                                               the Company or the Original Shareholders (as applicable) shall transfer to Yissum [****] percent ([****]%) of such Exit
                                                                                                                                                                                                                                                                                                               Proceeds; or in the event of an Exit Event the Exit Proceeds of which are higher than [****] (USD [****]) US Dollar, the
                                                                                                                                                                                                                                                                                                               Company or the Original Shareholders (as applicable) shall transfer to Yissum the greater of (a) [****] percent ([****]%) of
                                                                                                                                                                                                                                                                                                               such Exit Proceeds; or (b) [****] US dollars (US $[****]) at the time of the said Exit Event;












 


or


 


		7.3.2.	Company
                                         IPO. If the Exit Event is an IPO, then, immediately prior to the closing
                                         of the IPO, the Company shall issue to Yissum such number of ordinary shares of the Company
                                         equal to [****] percent ([****]%) of all of the shares of the Company. The Original Shareholders
                                         or the Company (as applicable) and Yissum shall bear their own tax burden.



 


		7.3.3.	The
                                         Company shall give Yissum written notice of an Exit Event not later than seven (7) days
                                         prior to the occurrence thereof, setting out the relevant details of the Exit Event.
                                         If the Exit Event is an IPO, the Company shall also provide a capitalization table reflecting
                                         the issued share capital of the Company on a fully diluted basis prior to the IPO and
                                         all other information required for the calculation of equity consideration to which Yissum
                                         is entitled as aforesaid, and appropriate supporting documentation. The shares to which
                                         Yissum is entitled as provided above shall be issued to Yissum immediately prior to and
                                         subject to the occurrence of the IPO. In the case of any other Exit Event (other than
                                         an IPO) the Exit Fees due to Yissum shall be paid to Yissum within fourteen (14) days
                                         of the actual receipt by the Company or the Original Shareholders (as applicable) of
                                         the Exit Proceeds upon the occurrence of such Exit Event, such payment to be accompanied
                                         by a written report certified as being correct by the chief financial officer of the
                                         Company, detailing the total Exit Proceeds and the Exit Fee due to Yissum.



 


In
addition, in the case of an Exit Event, the Company shall provide Yissum with a copy of the relevant documents relating to the
Exit Event within fourteen (14) days of the execution thereof, and in the event that the Company is required to do so, Yissum
shall execute any additional customary non-disclosure undertaking. 


 


		7.3.4.	For
                                         the avoidance of doubt, the Company’s failure to pay the Exit Fee as set forth
                                         in Sections 7.3.1 and 7.3.2, above, shall be a material breach of this Agreement that,
                                         if not cured by the Company within the time allotted for the cure of material breaches
                                         in Section 15.2.2, below, will result in the termination of this Agreement and the License
                                         granted herein.



 






    	 	9	 



     


    

 


		8.	Reports
                                         and Accounting



 


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



 


		8.2.	One
                                         (1) month after the end of each calendar quarter commencing from the earlier of (i) the
                                         First Commercial Sale; or (ii) the grant of a Sublicense or receipt of Sublicense Consideration,
                                         the Company shall furnish Yissum with a quarterly report (“Periodic Report”),
                                         certified as being correct by the chief financial officer of the Company, detailing the
                                         total sales and Net Sales effected during the preceding quarter, the total Sublicense
                                         Consideration received during the preceding quarter and the total Royalties and Sublicense
                                         Fees due to Yissum in respect of that period. Once the events set forth in sub-section
                                         (i) or (ii), above, have occurred, Periodic Reports shall be provided to Yissum whether
                                         or not Royalties and Sublicense Fees are payable for a particular calendar quarter. The
                                         Periodic Reports shall contain full particulars of all sales made by the Company, Affiliates
                                         or Sublicensees and of all Sublicense Consideration received, including a breakdown of
                                         the number and type of Products sold, discounts, returns, the country and currency in
                                         which the sales were made, invoice dates and all other data enabling the Royalties and
                                         Sublicense Fees payable to be calculated accurately.



 


		8.3.	On
                                         the date prescribed for the submission of each Periodic Report, the Company shall pay
                                         the Royalties and Sublicense Fees due to Yissum for the reported period. All payments
                                         under this Agreement shall be computed and paid in US dollars, using the appropriate
                                         foreign exchange rate reported in the Wall Street Journal on the last working day of
                                         the calendar quarter. Payment of value added tax – or of any analogous foreign
                                         tax, charge or levy (if charged), applicable to the payment to Yissum of the consideration
                                         as detailed in Section 7 above shall be borne by the Company and added to each payment
                                         in accordance with the statutory rate in force at such time. Withholding of any taxes
                                         will apply in accordance with the applicable law. Payments may be made by check or by
                                         wire transfer to the following account:



 


Bank
Name: Hapoalim (12)


Branch
Name: Zion Square (783)


Account
Number: 142-155557


Swift
Code: Poalilit


 


		8.4.	The
                                         Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and
                                         correct books of account in accordance with Generally Accepted Accounting Principles
                                         as required by international accounting standards enabling the Royalties and Sublicense
                                         Fees to be calculated accurately. Starting from the first calendar year after the First
                                         Commercial Sale, or the first grant of a Sublicense, whichever occurs first, an annual
                                         report, authorized by a certified public accountant, shall be submitted to Yissum within
                                         ninety (90) days of the end of each calendar year, detailing Net Sales and Sublicense
                                         Consideration, Royalties and Sublicense Fees, both due and paid (the “Annual
                                         Reports”). The Annual Reports shall also include the Company’s sales and royalty
                                         forecasts for the following calendar year, if available.



 


The
Company shall, and shall require and make its best efforts to cause its Affiliates and Sublicensees to, retain such books of account
for five (5) years after the end of each calendar year during the period of this Agreement, and, if this Agreement is terminated
for any reason whatsoever, for five (5) years after the end of the calendar year in which such termination becomes effective.


 






    	 	10	 



     


    




 


		8.5.	Yissum
                                         will either (i) allow the Company a credit against future Royalties or Sublicense Fees
                                         to be paid for Royalties or Sublicense Fees previously paid on account of Net Sales or
                                         Sublicense Considerations, as appropriate, that were reported as bad debts in the Company’s
                                         annual audited financial statements; or (ii) if such bad debts are recorded by the Company
                                         in its annual audited financial statement after the Company’s obligation to pay Royalties
                                         and/or Sublicense Fees has ceased, Yissum shall repay any Royalties or Sublicense Fees
                                         received on account of Net Sales and/or Sublicense Fees that were reported as bad debts
                                         by the Company.



 


		8.6.	Yissum
                                         shall be entitled (at its sole expense) to appoint not more than two (2) representatives
                                         who must be independent certified public accountants or such other professionals as appropriate
                                         (the “Representatives”) to inspect during normal business hours the
                                         Company’s and its Affiliates’ and Sublicensee’s books of account, records
                                         and other relevant documentation to the extent relevant or necessary for the sole purpose
                                         of verifying the performance of the Company’s payment obligations under this Agreement,
                                         the calculation of amounts due to Yissum under this Agreement and of all financial information
                                         provided in the Periodic Reports, provided that Yissum shall coordinate such inspection
                                         with the Company, Affiliate or Sublicensee (as the case may be) in advance and limit
                                         such audits to no more than two (2) each calendar year. In addition, Yissum may require
                                         that the Company, through the Representatives, inspect during normal business hours the
                                         books of account, records and other relevant documentation of any Sublicensees, to the
                                         extent relevant or necessary for the sole purpose of verifying the performance of the
                                         Company’s payment obligations under this Agreement, the calculation of amounts
                                         due to Yissum under this Agreement and of all financial information provided in the Periodic
                                         Reports, and the Company shall cause such inspection to be performed. The Parties shall
                                         reconcile any underpayment or overpayment within thirty (30) days after the Representatives
                                         deliver the results of the audit. Any underpayment shall be subject to interest in accordance
                                         with the terms of Section 8.7, below. In the event that any inspection as aforesaid reveals
                                         any underpayment by the Company to Yissum in respect of any year of the Agreement in
                                         an amount exceeding five percent (5%) of the amount actually paid by the Company to Yissum
                                         in respect of such year, then the Company shall, in addition, pay the cost of such inspection.



 


		8.7.	Any
                                         sum of money due Yissum which is not duly paid on time shall bear interest from the due
                                         date of payment until the actual date of payment at the rate of annual LIBOR plus four
                                         percent (4%) per annum accumulated on a monthly basis.



 


		9.	Ownership



 


		9.1	Subject
                                         to the Company’s rights pursuant to the License, all right, title and interest
                                         in and to the Licensed Technology shall be solely owned by Yissum, and the Company shall
                                         hold and make use of the rights granted pursuant to the License solely in accordance
                                         with the terms of this Agreement.



 


		9.2	All
                                         rights in the Development Results shall be solely owned by the Company, and any patents
                                         arising therefrom shall be registered in the name of the Company only, except to the
                                         extent that an employee of the University, including, the Researcher, is properly considered
                                         an inventor of a patentable invention arising from the Development Results, in which
                                         case such ownership shall be held jointly by the Company and Yissum, as appropriate (“Joint
                                         Patents”). Any such Joint Patents shall be registered in the name of both the
                                         Company and Yissum.






 






    	 	11	 



     


    




 


		10.	Patents



 





		1.1.	The
                                         Company shall reimburse Yissum for all previous documented expenses and costs relating
                                         to the registration and maintenance of the Licensed Patents (listed in Appendix A2),
                                         which are detailed in Appendix C hereto (the “Historical Patent Costs”)
                                         upon the earlier of: (i) the date of expiry of a period of a period of four (4) years
                                         after the date of execution of this Agreement; (ii) the date of occurrence of an Exit
                                         Event in respect of which the Exit Proceeds are [****] (US
                                         $[****]) or more; or (iii) the date upon which the
                                         Company enters into a Sublicense pursuant to which the Company is entitled to receive
                                         an upfront payment of at least [****] (US $[****]).
                                         



  


		10.2.	Yissum,
                                         in consultation with the Company, shall be responsible for the filing, prosecution and
                                         maintenance of the Licensed Patents in the Territory, at the Company’s expense
                                         (the “Ongoing Patent Costs”), such Ongoing Patent Costs to be calculated
                                         with effect from the date of execution of this Agreement. Each application and every
                                         patent registration shall be made and registered in the name of Yissum or, should the
                                         law of the relevant jurisdiction so require, in the name of the relevant inventors and
                                         then assigned to Yissum and shall be deemed part of the Licensed Technology. The Company
                                         agrees to have Yissum’s patent counsel directly bill the Company for such expenses and
                                         shall directly pay such bills in accordance with patent counsel’s directions. It is agreed
                                         that the Company shall bear the Ongoing Patent Costs in respect of the filing, prosecution
                                         and maintenance of all of the patent applications in the Existing Portfolio of Patent
                                         Applications until the earlier of (i) the selection by the Company and notification to
                                         Yissum of the additional patent applications which shall be added to Appendix A2 pursuant
                                         to Section 1.4.5 above; or (ii) the expiry of a period of one hundred and twenty (120)
                                         days after the date of execution of this Agreement. Save for the patent applications
                                         listed in Appendix A2, Yissum shall be entitled to deal with the patent applications
                                         in the Existing Portfolio of Patent Applications as it deems fit, including abandoning
                                         any of the said patent applications.



 


		10.3.	Subject
                                         to the above, the Parties shall consult and make every effort to reach agreement in all
                                         respects relating to the manner of making applications for and registering the patents,
                                         including the time of making the applications, the countries where applications will
                                         be made and all other particulars relating to the registration and maintenance of the
                                         Licensed Patents. Notwithstanding the foregoing, Yissum reserves the sole right to make
                                         all final decisions with respect to the preparation, filing, prosecution and maintenance
                                         of such patent applications and patents.



 


		10.4.	The
                                         Parties shall assist each other in all respects relating to the preparation of documents
                                         for the registration of any patent or any patent-related right upon the request of the
                                         other Party. Both Parties shall take all appropriate action in order to assist the other
                                         to extend the duration of a Licensed Patent or obtain any other extension obtainable
                                         under law, to maximize the scope of the protection afforded by the Licensed Patents.



 


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



 


		10.6.	The
                                         Company, shall mark, and shall make its best efforts to cause its Affiliates and Sublicensees
                                         to mark, all Products covered by one or more of the Licensed Patents with patent numbers
                                         (or the legend “patent pending”) applicable to such Product. The Company shall
                                         make its best efforts to ensure that its Sublicensee complies with the provisions of
                                         this Section.



 






    	 	12	 



     


    

 


If
at any time during the term of this Agreement the Company decides that it is undesirable, as to one or more countries, to file,
prosecute or maintain any patents or patent applications within the Licensed Patents, it shall give at least ninety (90) days
written notice thereof to Yissum, and upon the expiration of the ninety (90) day notice period (or such longer period specified
in the Company’s notice) the Company shall be released from its obligations to bear the expenses to be incurred thereafter as
to such patent(s) or patent application(s). As of such time, such patent(s) or application(s) shall be removed from the Licensed
Technology regarding such countries and Yissum shall be free to grant rights in and to such patent(s) or patent application(s)
in such countries to third parties, without further notice or obligation to the Company, and the Company shall have no rights
whatsoever to exploit such patent(s) or patent application(s) or the Know-How related thereto. 


 


		10.7.	Upon
                                         the execution of this Agreement, the Company shall execute a letter of assignment concerning
                                         its interest in any Joint Patents that will provide that such interest will be irrevocably
                                         assigned to Yissum in the event that the Company is declared bankrupt, is voluntarily
                                         or involuntarily dissolved, or otherwise ceases operations.



 


		10.8.	The
                                         foregoing does not constitute an obligation or warranty (express or implied) on the part
                                         of Yissum that any patent or patent registration application will indeed be made or registered
                                         or be registerable in respect of the Licensed Technology or any part thereof, nor shall
                                         it constitute an obligation or warranty, express or implied on the part of Yissum that
                                         a registered patent will be valid or afford any protection. For the avoidance of doubt,
                                         nothing in this Agreement constitutes a representation or warranty, express or implied,
                                         on the part of Yissum regarding the validity of or the protection afforded by any of
                                         the patents or patent registration applications detailed in Appendix A or regarding the
                                         commercial exploitability or any other value of the Licensed Technology or that the Licensed
                                         Technology will not infringe the rights of any third party, and Yissum hereby expresses
                                         that it has made no examination as to the validity of the Licensed Patents.



 


		11.	Patent
                                         Rights Protection



 


		11.1.	The
                                         Company and Yissum shall each inform the other promptly in writing of any alleged infringements
                                         by a third party of the Licensed Patents in the Territory, together with any available
                                         written evidence of such alleged infringement.



 


		11.2.	The
                                         Company, its Affiliate or Sublicensee shall have the first right in its own name and
                                         at its own expense to initiate any legal action and enforce the Licensed Patents against
                                         any infringement of such Licensed Patents (including but not limited to infringement
                                         by means of the filing of an Abbreviated New Drug Application with a certification under
                                         21 U.S.C. 355(j)(2)(A)(vii)(IV)). Before the Company, its Affiliate or its Sublicensee
                                         commences an action with respect to any infringement, the Company shall give careful
                                         consideration to the views of Yissum in making its decision whether or not to initiate
                                         any legal action and, if relevant, make these views known to its Affiliate or Sublicensee.
                                         The Company shall, or, if relevant, shall make its best efforts to ensure that its Affiliate
                                         or Sublicensee shall, continuously keep Yissum apprised of all developments in the action
                                         and shall continuously provide Yissum with full information and copies of all documents
                                         relevant to the proceedings, including, all documents filed with the courts by the parties
                                         to the legal action(s) and all correspondence with the other parties to the proceedings,
                                         and shall seek Yissum’s input and approval on any substantive submissions or positions
                                         taken in the litigation regarding the scope, validity or enforceability of the Licensed
                                         Patents. 



 






    	 	13	 



     


    

 


If
Yissum shall determine that the legal actions taken by the Company may adversely affect Yissum’s rights hereunder, Yissum at its
own expense shall be entitled to appoint its own counsel to represent it in such litigation, unless, according to assessment of
an independent appraiser to be selected by the Parties who shall be an attorney with at least ten (10) years of experience in
intellectual property licensing or litigation in the life sciences, there is a conflict of interests in which case the Company
shall reimburse Yissum the reasonable expenses of such legal representation and independent appraiser determines that there is
no conflict of interest, the expenses of such appraiser shall be borne by Yissum. If the Company, its Affiliate or its Sublicensee
elects to commence an action as described above and Yissum is a legally indispensable party to such action (being the registered
owner of the infringed patent rights), Yissum, at the Company’s expense, may be joined as a co-plaintiff, provided that all the
following conditions shall be fulfilled:


 


(a)
the Company shall continuously provide Yissum with full information and copies of all documents relevant to the proceedings, including,
all documents filed with the courts by the parties to the legal action(s) and all correspondence with the other parties to the
proceedings, as well as all drafts of written submissions relating to such legal action that are sent to the Company for review,
and all Yissum’s reasonable comments in respect thereof will be taken into account;


 


(b)
any out of pocket expenses incurred by the Company or Yissum in connection with such action(s), including all legal and litigation
related fees and expenses, all out of pocket expenses for external assistance required to comply with any discovery or other motions
and any costs or amounts awarded to the counterparties in such action(s) shall be borne by the Company;


 


(c)
if Yissum shall determine that a conflict of interest exists between the Company and Yissum, Yissum shall be entitled, at its
own expense, to appoint its own counsel to represent it in such litigation and the Company shall make reasonable efforts to ensure
that such counsel chosen by Yissum is fully informed and receives all material necessary to adequately participate in such action;
and


 


(d)
the Company shall bear all costs, expenses and awards incurred by or awarded against Yissum, with respect to any action filed
against Yissum alleging that an action initiated by the Company pursuant to the terms of this Section 11 was anticompetitive,
malicious, or otherwise brought for an improper purpose, whether by a counterparty to such aforementioned action or by any third
party.


 


If
Yissum is not required by law to be joined as a co-plaintiff, Yissum, to the extent permitted by law, and at its own cost, may
elect to join the action as a co-plaintiff at its own initiative and shall jointly control the action with the Company, its Affiliate
or its Sublicensee. Irrespective of whether Yissum joins any such action as described above it shall provide reasonable cooperation
to the Company, its Affiliate or its Sublicensee. The Company shall reimburse Yissum for any costs it incurs as part of an action
brought pursuant to this Section where Yissum has not elected to join the action as a co-plaintiff at its own initiative.


 


		11.3.	If
                                         the Company, its Affiliate or its Sublicensee does not bring an action against an alleged
                                         infringer pursuant to Section 11.2, above, or has not commenced negotiations with said
                                         infringer for discontinuance of said infringement within one hundred and eighty (180)
                                         days after learning of said infringement, Yissum shall have the right, but not the obligation,
                                         to bring an action for such infringement at its own expense, and retain all proceeds
                                         from such action. If the Company has commenced negotiations with said infringer for the
                                         discontinuance of said infringement within such one hundred and eighty (180) day period,
                                         the Company shall have an additional period of ninety (90) days from the end of the first
                                         one hundred and eighty (180) day period to conclude its negotiations before Yissum may
                                         bring an action for said infringement.



 






    	 	14	 



     


    

 


		11.4.	No
                                         settlement, consent judgment or other voluntary disposition of an infringement suit may
                                         be entered without the consent of Yissum, which consent shall not be unreasonably withheld,
                                         conditioned or delayed. For the avoidance of doubt and notwithstanding anything to the
                                         contrary herein, should Yissum bring an action as set forth in Section 11.3, above, it
                                         shall have the right to settle such action by licensing the Licensed Technology, or part
                                         of it, to the alleged infringer.



 


		11.5.	Any
                                         award or settlement payment resulting from an action initiated by the Company pursuant
                                         to this Section 11 shall be utilized, first to effect reimbursement of documented out-of-pocket
                                         expenses incurred by both Parties in relation to such legal action, and thereafter shall
                                         be paid to the Company and shall be deemed Sublicense Consideration received under this
                                         Agreement, in respect of which Sublicense Fees shall be due to Yissum.



 


		11.6.	If
                                         either Party commences an action and then decides to abandon it, such Party will give
                                         timely notice to the other Party. The other Party may continue the prosecution of the
                                         suit after both Parties agree on the sharing of expenses.



 


		11.7.	The
                                         Company shall use its diligent efforts at its own expense to defend any action, claim
                                         or demand made by any entity against the Company or Yissum in connection with rights
                                         in the Licensed Technology or the Licensed Patents relating thereto. Each Party shall
                                         notify the other immediately upon learning of any such action, claim or demand as aforesaid.



 


		12.	Confidentiality



 


		12.1.	Each
                                         Party undertakes that during the term of this Agreement and for a period of five (5)
                                         years subsequent thereto, it shall maintain full and absolute confidentiality, and shall
                                         also be liable for its officers or employees or representatives maintaining absolute
                                         confidentiality, with respect to all information, details and data which is in or comes
                                         to its knowledge or that of its officers, employees, representatives or any person acting
                                         on its behalf directly or indirectly relating to the Licensed Technology, the Company,
                                         Yissum, the University, and their employees and the Researcher. Each Party undertakes
                                         not to convey or disclose anything in connection with the foregoing to any entity without
                                         the prior written permission of the disclosing Party.



 


		12.2.	The
                                         obligation contained in this Section shall not apply to information which (i) is in the
                                         public domain as of the date of this Agreement or hereafter comes into the public domain
                                         through no fault of the receiving Party, its officers, employees, representatives or
                                         persons acting on its behalf; (ii) recipient can demonstrate by its written records that
                                         it rightfully had such information in its possession prior to disclosure of thereof by
                                         discloser to recipient; (iii) recipient rightfully obtains from a third party, who to
                                         the best of recipient’s knowledge has the right to transfer or disclose it, without
                                         default or breach of an obligation of confidentiality or nondisclosure; (iv) is independently
                                         developed by the recipient without use of discloser’s Confidential Information as can
                                         be demonstrated by documentary evidence; or (v) is disclosed pursuant to the order or
                                         requirement of a court, administrative agency, or other governmental body.



 


		12.3.	Notwithstanding
                                         the above, either Party may disclose details and information to its officers, employees,
                                         representatives or persons acting on its behalf, Affiliates and Sublicensees, as necessary
                                         for the performance of its obligations pursuant to this Agreement, provided that it procures
                                         that such parties execute a confidentiality agreement substantially similar in content
                                         to this Section 12. Each Party shall be responsible and liable to the other for any breach
                                         by its personnel or, in the case of the Company only, any Sublicensee, of such undertakings
                                         of confidentiality as if such breach were a breach by the Party itself.



 


		12.4.	Yissum
                                         shall procure that the Researchers and any other person connected with it with regard
                                         to the License execute a confidentiality agreement substantially similar in content to
                                         this Section 12.



 






    	 	15	 



     


    

 


		12.5.	As
                                         a precondition to any Sublicense, the Company shall ensure that the Sublicensee procures
                                         that the Sublicensee’s officers, employees, representatives or persons acting on the
                                         Sublicensee’s behalf are bound by a written confidentiality agreement substantially similar
                                         in content to this Section 12.



 


		12.6.	Without
                                         prejudice to the foregoing, the Company shall not mention the name of the University,
                                         Yissum or the Researcher, unless required by law, in any manner or for any purpose in
                                         connection with this Agreement, or any matter relating to the Licensed Technology, without
                                         obtaining the prior written consent of Yissum. Notwithstanding the foregoing, the Company
                                         shall be entitled to identify the Licensed Technology as having been developed by the
                                         Researcher and the other Inventors and licensed from Yissum.



 


		12.7.	Neither
                                         Party shall issue any press release or other media statement regarding the execution,
                                         existence or terms of this Agreement or any developments of the Licensed Technology without
                                         the prior written approval of the other Party.



 


		12.8.	The
                                         provisions of this Section shall be subject to permitted publications pursuant to Section
                                         13, below.



 


		13.	Publications



 


		13.1.	Yissum
                                         shall ensure that no publications in writing, in scientific journals or orally at scientific
                                         conventions relating to the Licensed Technology, the Development Plan, the Development
                                         Results or the Product, which are subject to the terms and conditions of this Agreement,
                                         are published by it or its Researcher or other Inventors, without first seeking the consent
                                         of the Company.



 


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



 


		13.3.	Should
                                         the Company decide to object to publication as provided in sub-section 13.2, publication
                                         shall be postponed for a period of not more than three (3) months from the date the publication
                                         was sent to the Company to enable the filing of patent applications or the removal of
                                         the Company’s confidential information.



 


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



 


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



 






    	 	16	 



     


    

 


		14.	Liability
                                         and Indemnity



 


		14.1.	TO
                                         THE EXTENT PERMITTED BY THE APPLICABLE LAW, YISSUM MAKES NO REPRESENTATIONS OR WARRANTIES
                                         OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED TECHNOLOGY. IN PARTICULAR,
                                         YISSUM MAKES NO EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
                                         PURPOSE, OR THAT THE USE OF THE LICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT,
                                         TRADEMARK OR OTHER RIGHTS OF ANY THIRD PARTY. IN ADDITION, NOTHING IN THIS AGREEMENT
                                         MAY BE DEEMED A REPRESENTATION OR WARRANTY BY YISSUM AS TO THE VALIDITY OF ANY OF THE
                                         PATENTS OR THEIR REGISTRABILITY OR OF THE ACCURACY, SAFETY, EFFICACY, OR USEFULNESS,
                                         FOR ANY PURPOSE, OF THE LICENSED TECHNOLOGY. YISSUM HAS NO OBLIGATION, EXPRESS OR IMPLIED,
                                         TO SUPERVISE, MONITOR, REVIEW OR OTHERWISE ASSUME RESPONSIBILITY FOR THE PRODUCTION,
                                         MANUFACTURE, TESTING, MARKETING OR SALE OF ANY PRODUCT OR SERVICE. NEITHER YISSUM NOR
                                         THE RESEARCHER, NOR THE UNIVERSITY, NOR THE DIRECTORS, OFFICERS AND EMPLOYEES OF YISSUM
                                         AND/OR OF THE UNIVERSITY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE COMPANY OR TO ANY
                                         THIRD PARTY FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE WHETHER
                                         DIRECT OR INDIRECT, SUSTAINED BY THE COMPANY OR BY ANY THIRD PARTY, FOR ANY DAMAGE ASSESSED
                                         OR ASSERTED AGAINST THE COMPANY, OR FOR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON
                                         THE COMPANY OR ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN
                                         CONNECTION WITH OR RESULTING FROM (i) THE PRODUCTION, MANUFACTURE, USE, PRACTICE, LEASE,
                                         OR SALE OF ANY PRODUCT OR SERVICE; (ii) THE USE OF THE LICENSED TECHNOLOGY; OR (iii)
                                         ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.
                                         IN NO EVENT SHALL YISSUM, THE RESEARCHER, THE UNIVERSITY, OR THE DIRECTORS, OFFICERS
                                         AND EMPLOYEES OF YISSUM AND/OR OF THE UNIVERSITY BE LIABLE TO THE COMPANY OR ANY OF ITS
                                         AFFILIATES OR TO ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL,
                                         PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, LOST PROFITS, BUSINESS OR GOODWILL) SUFFERED
                                         OR INCURRED BY THE COMPANY OR ITS AFFILIATES OR ANY THIRD PARTY, WHETHER BASED UPON A
                                         CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE OR TORT, OR OTHERWISE, ARISING OUT
                                         OF THIS AGREEMENT.



 


		14.2.	The
                                         Company shall be liable for any loss, injury or damage whatsoever caused directly or
                                         indirectly to or suffered by its employees or to any person acting on its behalf or to
                                         the employees of Yissum or the University or to any person acting on their behalf, or
                                         to the Inventors, or to any third party by reason of the Company’s acts or omissions
                                         pursuant to this Agreement or by reason of any use made of the Licensed Technology, the
                                         Development Results or any Product or exercise of the License.



 


		14.3.	The
                                         Company undertakes to compensate, indemnify, defend and hold harmless Yissum, the University,
                                         and any person acting on their behalf and any of their directors, officers, employees,
                                         consultants or representatives and the Inventors (herein referred to jointly and severally
                                         as “Indemnitees”) 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 by reason of its acts or omissions or which derive from its use, development,
                                         manufacture, marketing, sale or sublicensing of any Product or Licensed Technology or
                                         exercise of the License.



 


Yissum
shall (i) as soon as practicable notify the Company of any claim (in any event, within fourteen (14) days after Yissum becomes
aware of the claim), (ii) authorize and allow the Company to have sole control of the defense and settlement of the claim, provided
that any settlement that may impose any obligations on any of the Indemnitees or an admission of liability by any of the Indemnitees
shall require Yissum’s prior written consent which shall not be unreasonably withheld or delayed; and (iii) provide any
information and cooperation reasonably requested by the Company, at the Company’s sole expense. The failure by Yissum to
comply with subsections (i) or (iii) above shall not affect the Company’s indemnification obligations set forth in this
Section 14.3 above, except to the extent that such failure has an irreparably harmful affect on, or otherwise jeopardizes the
defense by the Company of such claim. The Company shall keep Yissum informed of the status and progress of such claim, the defense
thereof and/or settlement negotiations with respect thereto. Without derogating from the foregoing, Yissum shall be entitled to
participate in the defense of any claim as aforesaid with its own counsel at its own expense.


 






    	 	17	 



     


    

 


The
Company shall ensure that its Sublicensees shall provide undertakings of indemnification which shall also be given also in favor
of, and shall be actionable by Yissum, the University, and any director, officer or employee of Yissum or of the University, and
by the Researcher and the other Inventors.


 


		14.4.	During
                                         the term of this Agreement, the Company or its Affiliate shall procure and maintain,
                                         or require that its Sublicensee procure and maintain, with no cost to Yissum, comprehensive
                                         general liability insurance in amounts as are industry standard for similar circumstances.
                                         Such comprehensive general liability insurance shall provide contractual liability coverage
                                         for the Company’s indemnification under this Agreement and in particular as stated
                                         above in Section 14.3 above.



 


Beginning
at the time any Product shall be commercially distributed or sold by the Company, an Affiliate or a Sublicensee, but in any event
no later than the First Commercial Sale, the Company, its Affiliates or Sublicensee (if applicable) shall procure and maintain
at their own cost and expense, in addition to the above general liability insurance, product liability insurance, in amounts that
are standard in the industry for similar products.


 


The
insurance coverage required under this Section shall not be construed to create a limit of the Company’s liability with
respect to its indemnification under this Agreement. The Company shall cause Yissum to be named as an additional insured without
any right of subrogation against Yissum in all such insurance policies.


 


		14.5.	The
                                         Company shall provide Yissum with written evidence of such insurance upon request. The
                                         Company shall provide Yissum with written notice at least fifteen (15) days prior to
                                         the cancellation, non-renewal or material change in such insurance. If the Company does
                                         not obtain replacement insurance providing comparable coverage within such fifteen (15)
                                         day period, Yissum shall have the right to terminate this Agreement effective at the
                                         end of such fifteen (15) day period without notice or any additional waiting periods.



 


		14.6.	The
                                         Company shall maintain, at its own expense, liability insurance as set forth in Section
                                         14.4, above, beyond the expiration or termination of this Agreement as long as a Product
                                         relating to or developed pursuant to this Agreement is being commercially distributed
                                         or sold by the Company, an Affiliate or a Sublicensee, and thereafter as required by
                                         applicable laws.



 


		15.	Termination
                                         of the Agreement



 


		15.1.	Unless
                                         otherwise agreed by the Parties in writing, this Agreement shall terminate upon the occurrence
                                         of the later of the following: (i) the date of expiry of the last of the Licensed Patents;
                                         or (ii) the date of expiry of a period of fifteen (15) years from the date of the last
                                         First Commercial Sale of the Product in the Territory.



 


		15.2.	Without
                                         prejudice to the Parties’ rights pursuant to this Agreement or at law, either Party
                                         may terminate this Agreement by written notice to the other in any of the following cases:



 


		15.2.1.	immediately
                                         upon such written notice, if: (i) the other Party passes a resolution for voluntary winding
                                         up or a winding up application is made against it and not set aside within sixty (60)
                                         days; or (ii) a receiver or liquidator is appointed for the other Party; or (iii) the
                                         other Party enters into winding up or insolvency or bankruptcy proceedings. Each of the
                                         Parties undertakes to notify the other within seven (7) days if any of the abovementioned
                                         events occur; or



 






    	 	18	 



     


    

 


		15.2.2.	upon
                                         breach of this Agreement, where such breach has not been remedied within thirty (30)
                                         days from the breaching Party’s receipt of written notice from the non-breaching
                                         Party requiring such remedy, except in the event of failure to use commercially reasonable
                                         efforts to commercialize any Product, which shall be governed by the provisions of Section
                                         5.5 above.



 


		15.3.	In
                                         addition to the above, and without prejudice to Yissum’s rights pursuant to this
                                         Agreement or at law, Yissum shall be entitled to terminate this Agreement immediately
                                         upon written notice to the Company in the following circumstances:



 


		15.3.1.	a
                                         breach of Section 5.5 above, where such breach has not been cured as provided for in
                                         Section 5.5.



 


		15.3.2.	if
                                         an attachment is made over the Company’s assets or if execution proceedings are
                                         taken against the Company and the same are not set aside within thirty (30) days of the
                                         date the attachment is made or the execution proceedings are taken.



 


		15.3.3.	uncured
                                         lapse of insurance coverage under section 14.4, above;



 


		15.3.4.	failure
                                         to defend against third party claims as required under Section 11, above; or



 


		15.3.5.	a
                                         claim by the Company, made in any forum, claiming that one or more of the Licensed Patents
                                         are invalid or unenforceable



 


		15.4.	In
                                         addition to the above, the Company shall be entitled to terminate this Agreement for
                                         any reason at any time, upon sixty (60) days prior written notice to Yissum (effective
                                         immediately), provided that in the event of such termination by the Company, the Company
                                         hereby irrevocably undertakes that, neither the Company nor any of its Affiliates (whether
                                         directly or indirectly) shall develop or manufacture any product that contains an active
                                         ingredient that is chemically identical or similar to the active ingredient in a Product
                                         for a period of three (3) years after the effective date of such termination.



 


		15.5.	Upon
                                         termination of this Agreement for any reason other than the expiration of its term, the
                                         License shall terminate, the Licensed Technology and all rights included therein shall
                                         revert to Yissum, and Yissum shall be free to enter into agreements with any other third
                                         parties for the granting of a license or to deal in any other manner with such right
                                         as it shall see fit at its sole discretion.



 


The
Company shall return or transfer to Yissum, within fourteen (14) days of termination of the License, all material, in soft or
hard copy, relating to the Licensed Technology or Products connected with the License, and it may not make any further use thereof.
In case of termination as set out herein, the Company will not be entitled to any reimbursement of any amount paid to Yissum under
this Agreement. Yissum shall be entitled to conduct an audit in order to ascertain compliance with this provision and the Company
agrees to allow during the Company’s regular business hours access to Yissum or its representatives for this purpose.


 






    	 	19	 



     


    

 


		15.6.	Upon
                                         the termination of the Agreement for any reason other than the expiration of its term
                                         or due to or the uncured breach by Yissum (as set forth in section 15.2.2, above), the
                                         Company shall transfer and assign to Yissum all of the Development Results and any information
                                         and documents, in whatever form, relating thereto, including any data, results, regulatory
                                         information (including applications, registrations, licenses, authorizations, approvals
                                         and all clinical studies, tests, and manufacturing batch records relating to a Product,
                                         and all data contained in any of the foregoing) and files that relate to the Licensed
                                         Technology or the Product(s), provided that if any or all such Development Results are
                                         developed using any funds received from the OCS, such transfer and assignment shall be
                                         subject to the applicable terms and conditions of the R&D Law (as defined in Section
                                         5.6 above) and the applicable rules and regulations of the OCS and the execution by Yissum
                                         of the relevant undertakings (if any) required by the OCS. Subject to the foregoing,
                                         the Company shall fully cooperate with Yissum to effect such transfer and assignment
                                         and shall execute any document and perform any acts required to do so.



 


		15.7.	Notwithstanding
                                         the foregoing, neither the termination of this Agreement for any reason nor the expiration
                                         of the License shall release the Company from its obligation to carry out any financial
                                         or other obligation which it was liable to perform prior to the Agreement’s termination
                                         or the License’s expiration.



 


In
addition, Sections 7, 8, 9, 12, 14, 15, 16, 17 and 19 shall survive the termination of this Agreement to the extent required to
effectuate the intent of the Parties as reflected in this Agreement.


 


		16.	Law



 


The
provisions of this Agreement and everything concerning the relationship between the Parties in accordance with this Agreement
shall be governed by Israeli law and jurisdiction shall be granted only to the appropriate court in Jerusalem, except that Yissum
may bring suit against the Company in any other jurisdiction outside the State of Israel in which the Company has assets or a
place of business.


 


		17.	Arbitration



 


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



 


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



 


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



 


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



 


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



 






    	 	20	 



     


    

 


		18.	Miscellaneous



 


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



 


		18.2.	Assignment.
                                         The Parties may not transfer or assign, or encumber or endorse their rights, obligations
                                         or duties or any of them pursuant to this Agreement to another, without the prior written
                                         consent of the Party, which consent shall not be unreasonably denied, conditioned or
                                         delayed.



 


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



 


		18.4.	Representation
                                         by Legal Counsel. Each Party represents that it has been represented by legal counsel
                                         in connection with this Agreement and acknowledges that it has participated in drafting
                                         this Agreement. In interpreting and applying the terms and provisions of this Agreement,
                                         the Parties agree that no presumption shall exist or be implied against the Party which
                                         drafted such terms and provisions.



 


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



 


		18.6.	Agreements
                                         with Researcher/University Employee. The Company shall disclose to Yissum any existing
                                         agreement or arrangement of any kind with the Researcher, any representative of the Researcher,
                                         and shall not enter into any such agreement or arrangement without the prior written
                                         consent of Yissum. Without derogating from the foregoing, should the Company choose to
                                         (i) retain the services of the Researcher or any other employee of the University in
                                         connection with the License; or (b) grant any benefit, including, any cash payments or
                                         securities of any kind, to the Researcher or any other employee of the University, it
                                         shall do so only through a written agreement executed between the Company and Yissum.
                                         Any such agreement will require, among other things, that any intellectual property rights
                                         generated under such agreement will be governed by the terms of this Agreement. Notwithstanding
                                         the foregoing, any inventions that any University students may make while working as
                                         and, in the capacity of, a Company employee shall be owned by the Company.



 


		18.7.	Taxes.
                                         Monetary amounts mentioned in this Agreement do not include value added tax (VAT). Unless
                                         otherwise provided herein, each Party shall be solely responsible for and bear and pay
                                         any sales, use, service, income or other tax, applicable to it under the law, levied
                                         or incurred on account of this Agreement or the activities hereunder or the consummation
                                         thereof.



 


		18.8.	Force
                                         Majeure. Neither Party shall be held liable or responsible to the other Party nor
                                         be deemed to have defaulted under or breached the Agreement for failure or delay in fulfilling
                                         or performing any term of this Agreement to the extent, and for so long as, such failure
                                         or delay is caused by or results from causes beyond the reasonable control of the affected
                                         Party and without fault of such Party, including fires, earthquakes, floods, embargoes,
                                         wars, acts of war (whether war is declared or not), insurrections, riots, civil commotions,
                                         strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays
                                         in acting by any governmental authority or other party provided that the nonperforming
                                         Party uses commercially reasonable efforts to avoid or remove such causes of nonperformance
                                         and continues performance under this Agreement with reasonable dispatch whenever such
                                         causes are removed. The Party affected by such circumstances shall promptly notify the
                                         other Party in writing when such circumstances cause a delay or failure in performance
                                         and when they cease to do so.



 






    	 	21	 



     


    

 


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



 


		18.10.	Binding
                                         Effect. This Agreement shall be binding upon the Parties upon the receipt of NovoTyr
                                         Shareholders Approval and shall enter into force and become effective as of the Effective
                                         Date, save for the grant of the License by Yissum to the Company pursuant to Section
                                         3 above and the Company’s right to grant Sublicenses under Section 6 above which
                                         shall enter into force and become effective upon the receipt of OCS Approval pursuant
                                         to Section 2 above.



 


		18.11.	Entire
                                         Agreement. This Agreement constitutes the full and complete agreement between the
                                         Parties and supersedes any and all agreements or understandings, whether written or oral,
                                         concerning the subject matter of this Agreement, and may only be amended by a document
                                         signed by both Parties.



 


		18.12.	Formation
                                         of Company; Ratification of Agreement. In the event that the Company is not incorporated
                                         and/or fails to ratify this Agreement by signing this Agreement in the place indicated
                                         below, within a period of thirty (30) days after the Effective Date, then Yissum shall
                                         be entitled, upon seven (7) days prior written notice to GHP (which shall be deemed to
                                         have been served if delivered or sent to the address of GHP as set out on the first page
                                         of this Agreement, in accordance with the provisions of Section 19 below) to terminate
                                         this Agreement, without derogating from Yissum’s rights hereunder or by law to
                                         any other or additional relief.



 


		19.	Notices



 


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


 


To
Yissum at:


Yissum
Research Development Company


of
the Hebrew University of Jerusalem Ltd.


P.O.
Box 39135,


Jerusalem
91390


Israel


Facsimile:
972-2-6586689


Email:
bob.trachtenberg@yissum.co.il


 


To
the Company at


c/o
Goldman Hirsh Partners Ltd.


6
Hahoshlim St.


Herzliya
Pituach 46723


Israel
Facsimile: 972-776935601


Email:
gil@goldman-hirsh.com


 


or
such other address furnished in writing by one Party to the other. Any notice served personally shall be deemed to have been received
on the day of service, any notice sent by registered mail as aforesaid shall be deemed to have been received seven (7) days after
being posted by prepaid registered mail. Any notice sent by facsimile or electronic mail shall be deemed to have been received
by 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).


 


[Signature
page follows]


 




    	 	22	 



     


    

 


IN
WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS


 


	YISSUM	 	THE
    COMPANY
	 	 	 	(Represented
    by GHB)
	 	 	 	 	 
	By:
    	/s/
    Yaacov Michlin	 	By:	/s/
    Goldman Hirsh Partners Ltd.
	 	 	 	 	 
	Name:	Yaacov
    Michlin	 	Name:	Gil
    Pogozelich
	 	 	 	 	 
	Title:	CEO	 	Title:	 
	 	 	 	 	 
	Date:	Aug.
15, 2013	 	Date:	 





 


We,
_____________________________, hereby ratify this Agreement and confirm that _____________________________is bound by the provisions
of this Agreement and that all references herein to “the Company” are references only to ___________________________.


 


 


	THE
    COMPANY	 
	 	 	 
	By: 	/s/	 
	 	 	 
	Name:	 	 
	 	 	 
	Title:	 	 
	 	 	 
	Date:	 	 


 


I
the undersigned, Prof. Alexander Levitzki, 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/
    Prof. Alexander Levitzki	 	Aug.12,
    2013	 
	Prof.
    Alexander Levitzki	 	Date
    signed	 


 




    	 	23	 



     


    

 





Appendix A


 


A1 - Existing Portfolio of Patent
Applications


 


	Family:	3711	Title:	NOVEL PROTEIN KINASE MODULATORS AND THERAPEUTIC USES THEREOF (NT-157)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 
	Ben-David Iris	 	 	 	 	 	 	 	 
	Levitzki Alexander	 	 	 	 	 	 	 	 
	SASSON Revital	 	 	 	 	 	 	 	 
	STEINER Lilach	 	 	 	 	 	 	 	 
	WEISSBERG Avi	 	 	 	 	 	 	 	 
	Reuveni Hadas	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent
	Patent ID	Status	Country	Date	Number	Date	Number	Date	Number
	3711-00	Expired	US	04/12/2006	60/872,511	 	 	 	 
	3711-01	Exhausted	PCT	04/12/2007	PCT/IL2007/0014	12/06/2008	WO2008/068751	 	 
	3711-02	Granted	US	04/12/2007	12/517,278	04/03/2010	US2010/0056635	15/11/2011	8,058,309
	 	 	 	 	 	 	 	 	 
	Family:	3712	Title:	NOVEL MODULATORS OF PROTEIN KINASE SIGNALING	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 
	Levitzki Alexander	 	 	 	 	 	 	 	 
	LUCASSEN Andre C. B	 	 	 	 	 	 	 	 
	SASSON Revital	 	 	 	 	 	 	 	 
	Reuveni Hadas	 	 	 	 	 	 	 	 



  






    	 	24	 



     


    

 


	 	Application	Publication	Patent	 
	Patent ID	Status	Country	Date	Number	Date	Number	Date	Number	 
	3712-00	Expired	US	05/06/2008	61/058,943	 	 	 	 	 
	3712-01	Exhausted	PCT	07/06/2009	PCT/IL2009/000568	10/12/2009	WO 2009/147682	 	 	 
	3712-02	Allowed	US	07/06/2009	12/995,669	05/05/2011	US 2011/0105618 A1	 	 	 
	3712-03	Published	Europe	07/06/2009	9758026	23/02/2011	2285774	 	 	 
	3712-04	Filed	Israel	07/06/2009	209638	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Family:	[****]	Title:	[****][****][****][****][****][****][****]


	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 	 
	[****]	 	 	 	 	 	 	 	 	 
	[****]	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent	 
	Patent ID	Status	Country	Date	Number	Date	Number	Date	Number	 
	[****]	[****]	[****]	[****]	[****]	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Family:	3745	Title:	COMPOUNDS WHICH MODULATE PROTEIN KINASE SIGNALING	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 	 
	Levitzki Alexander	 	 	 	 	 	 	 	 	 
	Reuveni Hadas	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent	 
	Patent ID	Status	Country	Date	Number	Date	Number	Date	Number	 
	3745-01	Expired	US	06/07/2011	61/504,722	 	 	 	 	 
	3745-02	NP Entry	PCT	27/12/2011	PCT/IL2011/050078	05/07/2012	WO 2012/090204 A1	 	 	NP to be entered in US and EP
	3745-03	Filed	US	27/06/2013	13/976,876	 	 	 	 	 




 






    	 	25	 



     


    




 


	Family:	3787	Title:	COMBINATIONS FOR TREATING CANCER	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 
	Reuveni
    Hadas	 	 	 	 	 	 	 	 
	Levitzki
    Alexander	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent
	Patent
    ID	Status	Country	Date	Number	Date	Number	Date	Number
	3787-00	Expired	US	01/03/2011	61/447,733	 	 	 	 
	3787-01	Published	PCT	01/03/2012	PCT/IL2012/000098	07/09/2012	WO
    2012/117396A1	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Family:	3946	Title:	IGF-1R SIGNALING PATHWAY INHIBITORS USEFUL IN THE TREATMENT OF NEURODEGENERATIVE DISEASES	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 
	Cohen
    Ehud	 	 	 	 	 	 	 	 
	Reuveni
    Hadas	 	 	 	 	 	 	 	 
	Levitzki
    Alexander	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent
	Patent
    ID	Status	Country	Date	Number	Date	Number	Date	Number
	3946-01	Filed	US	14/07/2013	61/846,014	 	 	 	 


 




    	 	26	 



     


    


 


A2
- Existing Patents


 


	Family:	3711	Title:	NOVEL PROTEIN KINASE MODULATORS AND THERAPEUTIC USES THEREOF (NT-157)	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 
	Ben-David
    Iris	 	 	 	 	 	 	 	 
	Levitzki
    Alexander	 	 	 	 	 	 	 	 
	SASSON
    Revital	 	 	 	 	 	 	 	 
	STEINER
    Lilach	 	 	 	 	 	 	 	 
	WEISSBERG
    Avi	 	 	 	 	 	 	 	 
	Reuveni
    Hadas	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent
	Patent
    ID	Status	Country	Date	Number	Date	Number	Date	Number
	3711-00	Expired	US	04/12/2006	60/872,511	 	 	 	 
	3711-01	Exhausted	PCT	04/12/2007	PCT/IL2007/0014	12/06/2008	WO2008/068751	 	 
	3711-02	Granted	US	04/12/2007	12/517,278	04/03/2010	US2010/0056635	15/11/2011	8,058,309




** 


 





	Family:	3712	Title:	NOVEL MODULATORS OF PROTEIN KINASE SIGNALING	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 
	Levitzki Alexander	 	 	 	 	 	 	 	 
	LUCASSEN Andre C. B	 	 	 	 	 	 	 	 
	SASSON Revital	 	 	 	 	 	 	 	 
	Reuveni Hadas	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent
	Patent
    ID	Status	Country	Date	Number	Date	Number	Date	Number
	3712-00	Expired	US	05/06/2008	61/058,943	 	 	 	 
	3712-01	Exhausted	PCT	07/06/2009	PCT/IL2009/000568	10/12/2009	WO 2009/147682	 	 
	3712-02	Allowed	US	07/06/2009	12/995,669	05/05/2011	US 2011/0105618 A1	 	 
	3712-03	Published	Europe	07/06/2009	9758026	23/02/2011	2285774	 	 
	3712-04	Filed	Israel	07/06/2009	209638	 	 	 	 







** 


 






    	 	27	 



     


    

 





	Family:	3745	Title:	COMPOUNDS WHICH MODULATE PROTEIN KINASE SIGNALING	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Inventor	 	 	 	 	 	 	 	 	 
	Levitzki Alexander	 	 	 	 	 	 	 	 	 
	Reuveni Hadas	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Application	Publication	Patent	 
	Patent
    ID	Status	Country	Date	Number	Date	Number	Date	Number	 
	3745-01	Expired	US	06/07/2011	61/504,722	 	 	 	 	 
	3745-02	NP Entry	PCT	27/12/2011	PCT/IL2011/050078	05/07/2012	WO 2012/090204 A1	 	 	NP to be entered in US and EP
	3745-03	Filed	US	27/06/2013	13/976,876	 	 	 	 	 







 


** NOTE:
(i) Either patent family 3711 (Yissum reference no.) or patent family 3712 (Yissum reference no.) may be deleted from this
Appendix A2 by written request of the Company to be notified to Yissum within 120 days of the execution of this Agreement
pursuant to clause 1.4.5 of this Agreement;


(ii)
other patent applications selected by the Company from the Existing Portfolio of Patent Applications (Appendix A1) and notified
to Yissum in writing thereof within 120 days of the execution of this Agreement pursuant to clause 1.4.5 of this Agreement shall
be added to this Appendix.


 



    	 	28	 



     


    

 





A3 - Know-How





 





1. The compounds developed are inhibitors of the
IGF1R/IRS1-2 pathway as well as inhibitors of Stat3 signaling. We have additional data derived from large number of cancer cell
lines in tissue culture and in a number of in vivo animal models targeting metastatic melanoma, metastatic prostate cancer, colon
cancer and multiple myeloma.


 


2. In vivo data on of NT compounds with Chemotherapy
(Taxol).


 


3. [****]


 


4. [****]


 


5. Inhibition of the STAT-3 phosphorylation which
is involved in anti-cancer immunomodulation , anti-matastatic, anti-angiogenic, anti-proliferative.


 


6. [****]


 


7. Toxicity, safety, solubility, pharmacodinamic
and phramcokinetic data related to the NT compounds.


 


8. The use of cell-free kinase assay developed
at Prof. Levitzki’s lab utilizing full length IGF1R purified from mammalian cells to discover unique allosteric inhibitors
of this receptor.









 





	YISSUM	 	THE
    COMPANY
	 	 	 	 	 
	By:
    	      	 	By:	      
	 	 	 	 	 
	Name:		 	Name:	
	 	 	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Date:	 	 	Date:	 









 






    	 	29	 



     


    




 


Appendix B


 


The Development Plan


 


[To be attached per Section 1.4.2]




 





	YISSUM	 	THE
    COMPANY
	 	 	 	 	 
	By:
    	      	 	By:	      
	 	 	 	 	 
	Name:		 	Name:	
	 	 	 	 	 
	Title:	 	 	Title:	 
	 	 	 	 	 
	Date:	 	 	Date:	 


 






    	 	30	 



     


    

 


Appendix C


 


Historical Patent Costs


 





	3711 - Novel Protein Kinase Modulators and Therapeutic uses Thereof (NT-157)	 	$	41,323	 
	3712 - Novel Modulators of Protein Kinase Signaling (NT-219)	 	$	27,806	 
	[****]	 	$	1,280	 
	3745 – Compounds Which Modulate Protein Kinas Signaling	 	$	11,358	 
	3787 – Combinations for Treating Cancer	 	$	10,831	 
	3946 - Signaling Pathway Inhibitors Useful in the Treatment of Neurodegenerative Diseases 	 	$	4,460	 
	 	 	 	 	 
	Total:	 	$	97,058	 





 


 


31