Exhibit 4.3


 


**Confidential
portions have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities
and Exchange Commission (the “Commission”)**


 


LICENSE
AGREEMENT


 


This
Research and License Agreement (“Agreement”) is made in Jerusalem this 30th day of March 2017 (the
“Effective Date”), by and between:


 


YISSUM
RESEARCH DEVELOPMENT COMPANY OF THE HEBREW UNIVERSITY OF JERUSALEM, LTD., of Hi Tech Park, Edmond J. Safra Campus, Givat Ram,
Jerusalem 91390, Israel (“Yissum”) of the first part; and


 


THERAPIX
BIOSCIENCES LTD., of 5 Azrieli Center (Square Tower) 27 Fl., Tel-Aviv 6702501, Israel; (the “Company”),
of the second part;


 


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


 


	WHEREAS:	in
    the course of research conducted by Prof. Elka Touitou (the “Researcher”), at the University (as defined
    in Section 1 below), the Researcher developed technology comprising Compositions for Nasal Delivery, as more fully
    described in the patents listed in Appendix A (collectively, the “Existing Patents”); and


 


	WHEREAS:	pursuant
    to the regulations of the University, the rights and title to all inventions, know-how and the results of research created
    by scientists of the University vest solely with Yissum, including the technology developed by the Researcher as aforesaid;
    and


 


	WHEREAS:	in
    the course of a license previously granted by Yissum to a third party regarding the Existing Patents, and which was duly terminated
    by Yissum (the “Previous License”), certain know-how was created, as more fully described in Appendix
    B (the “Existing Know-How”), which following the termination of the Previous License was assigned in
    its entirety to, and is currently owned in its entirety, without restriction, by Yissum;


 


	WHEREAS:	the
    Company has represented to Yissum that (i) the Company is experienced in the development of products in the Field similar
    to those to be based on the inventions that are the subject of this Agreement; and (ii) either by itself or through third
    parties, it has the financial capacity and the strategic commitment to facilitate the development, production, marketing,
    sale and distribution of such products; and


 


	WHEREAS:	the
    Company wishes to obtain a license from Yissum for the development and commercialization, in the Field, of the inventions
    covered by the Existing Patents, as well as a license for
    the use of the Existing Know-How for this purpose; 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” and any reference to the term “sale” shall include the sale, lease, rental, or other disposal
    of any Product.


 


	 	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, a copy of which is attached to this Agreement as Appendix C,
    for the development and the commercialization of Products, including specific development milestones, prepared by the Company
    and approved by Yissum pursuant to Section 5.1 below.


 


	 	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/her team or any other University employee) at the direction of the Company pursuant to the Development Plan, 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.


 






    	 	2	 



     


    

 


	 	1.4.4.	“Field”
    shall mean nasal delivery of cannabinoids, excluding any use or exploitation of cannabinoids in conjunction or combination
    with Tramadol, it being clarified that exploitation of cannabinoids in conjunction or combination with other substances is
    included. 


 


	 	1.4.5.	“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. Notwithstanding the foregoing and for the avoidance
    of doubt, sales of Products for the purposes of clinical trials or other testing prior to a First Commercial Sale shall entitle
    Yissum to payment of consideration in accordance with Sections 7.2 (Royalties); 7.4 (Milestone Payments); and 7.5 (Sublicense
    Fee) of this Agreement, but shall not be considered a First Commercial Sale.


 


	 	1.4.6.	“Know-How”
    shall mean (i) any non-public, proprietary, tangible or intangible information, techniques, technology, practices, trade secrets,
    inventions, methods, processes, knowledge, ancillary materials, results or devices (whether patentable or not) developed by
    the Researcher, prior to the execution of this Agreement, solely and directly related to the subject matter claimed in the
    Existing Patents, and belonging to Yissum and described generally in Appendix A; and (ii) the Existing Know-How belonging
    to Yissum and described generally in Appendix B.


 


	 	1.4.7.	“License”
    shall have the meaning set forth in Section 3.1 below. 


 


	 	1.4.8.	“Licensed
    Patents” shall mean (i) the Existing Patents, and any patent application that claims priority therefrom; as well
    as (ii) all divisions, continuations, continuations-in-part, re-examinations, reissues, renewals, registrations, confirmations,
    substitutions, or extensions, including European Supplementary Protection Certificates (“SPCs”) (within
    the meaning of such term under Council Regulation (EU) No. 1768/92), 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.


 


	 	1.4.9.	“Licensed
    Technology” shall mean the Know-How, the Licensed Patents and to the extent applicable, Research Results.


 


	 	1.4.10.	“Net
    Sales” shall mean:


 


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


 






    	 	3	 



     


    

 


	 	(b)	the
    fair market value of non-monetary consideration received in connection with such sales; 


 


After deduction of: (i) discounts
    and return credits to the extent actually taken by third parties; and (ii) to the extent separately stated on purchase orders
    or invoices, sales and other applicable taxes, including VAT, customs, duties or other governmental charges levied on the
    production, sale, transportation, import or export, delivery, (but excluding income tax and the like) or paid by customers
    for transfer in full to applicable tax authorities; provided that such deductions shall be reasonable and directly related
    to the sale of Products that were awarded within the regular running of the business of the Company, Affiliate or Sublicensee.
    For the sake of clarity, any payment or rebate received by the Company, an Affiliate or Sublicensee from any governmental
    agency directly in relation to the sales shall be considered as Net Sales.


 


In
the event of sales of Products made through a distributor, or marketing agent, where the Company, Affiliate or Sublicensee is
entitled to receive from such distributor, or marketing agent, in addition to any fixed price, any further compensation for such
transfer based upon the price at which the distributor or marketing agent sells Products to a third party, such further compensation,
when received by the Company, Affiliate or Sublicensee from such distributor, or marketing agent, shall also 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 calculated in accordance with arms-length prices for sale of Products to an independent third
party purchaser and arms-length deductions, to be determined by the current market conditions, or in the absence of such conditions,
according to the assessment of an independent appraiser to be selected by the Parties.


 


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


 


	 	1.4.11.	“Product”
    shall mean any product, system, device, material, method, process or service, the development, obtaining regulatory approvals
    (including clinical development, marketing and sales) manufacture, provision, marketing or sale of which, in whole or in part
    (i) uses, exploits, comprises, contains, improves upon or incorporates the Licensed Technology or the Development Results
    or any part thereof, or is otherwise covered thereby, or falls within the scope thereof, in whole or in part, or uses the
    Licensed Technology or the Development Results as a basis for subsequent modifications; or (ii) but for the License (as defined
    below) would infringe any claim of a Licensed Patent.


  






    	 	4	 



     


    

 


	 	1.4.12.	“Representatives”
    shall mean employees, researchers, officers, agents, subcontractors, consultants, and/or any other person or entity acting
    on a Party’s behalf. 


 


	 	1.4.13.	“Research”
    shall mean research which may be conducted by the Researcher as set forth in Section 2.1 below.


 


	 	1.4.14.	“Researcher”
    shall mean Professor Elka Touitou, or such other person as determined and appointed from time to time by Yissum, with the
    written agreement of the Company, to supervise and to perform the Research, if applicable.


 


	 	1.4.15.	“Research
    Results” shall mean any inventions, products, materials, compounds, compositions, substances, methods, processes,
    techniques, know-how, data, information, discoveries and other results of whatsoever nature, discovered or occurring in the
    course of, or arising from, the performance of the Research, including any patent applications and patents (which shall be
    added to the list of Licensed Patents set forth on Appendix A), information, material, results, devices or know-how
    arising therefrom. 


 


	 	1.4.16.	“Royalties”
    shall have the meaning set forth in Section 7.2 below.


 


	 	1.4.17.	“Subcontracting
    Agreement” shall mean (i) a bona fide subcontracting agreement with a subcontractor in which the Company must grant
    the subcontractor the right to make use of the Licensed Technology on behalf of the Company, and for which use the Company
    is required to pay or otherwise compensate the subcontractor, including, but not limited to, manufacturing or developing any
    of the Products (or part thereof); 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
    further provided that such subcontracting agreement in (i) and (ii) above shall contain terms substantially as protective
    in relation to the Licensed Technology, as the terms of this Agreement; and the term “Subcontractor” shall
    be construed accordingly.


 






    	 	5	 



     


    

 


	 	1.4.18.	“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 (or the grantor's related entity),
    excluding a Subcontracting Agreement and further excluding agreements with resellers, channels, or distributors that are operating
    under an agreement with Licensee or Sublicensee, or any Affiliate thereof, solely for the distribution and sale of a Product
    in its final form and paying fair market value for their purchase of the Product as a bona fide distributor or reseller, provided
    that the only license rights granted by the Licensee, Sublicensee or Affiliate, as applicable, to such reseller or distributor
    are distribution and sale (such distributors and resellers collectively: “Distributors”).


  


	 	1.4.19.	“Sublicense
    Consideration” shall mean any proceeds or consideration or benefit of any kind whatsoever, whether monetary or otherwise,
    that the Company or an Affiliate actually receive from a Sublicensee as a result of the grant of a Sublicense or an option
    for a Sublicense and/or pursuant thereto, except for (i) amounts received by the Company or an Affiliate which constitute
    royalties based on sales by Sublicensees in respect of which the Company is required to pay Royalties to Yissum, (ii) research
    and development funding pursuant to a research and development plan and budget, a copy of which will be provided to Yissum
    at its request and provided that such funding is actually used to cover the actual cost for research and development of a
    Product performed under the Sublicense agreement, and (iii) any amounts received from a Sublicensee as a result of the purchase
    of debt or equity securities by a Sublicensee (but only with respect to the portion of payments not in excess of the market
    value of such securities).


 


	 	1.4.20.	“Sublicense
    Fees” shall have the meaning set forth in Section 7.5 below.


 


	 	1.4.21.	“Sublicensee”
    shall mean any third party to whom the Company or an Affiliate shall grant a Sublicense or an option for a Sublicense. For
    the sake of clarity, Sublicensee shall include any other third party (other than a Subcontractor and Distributors) to whom
    such rights shall be transferred or assigned, or who may assume control thereof by operation of law or otherwise, it being
    clarified that a change of control in the Company shall not be deemed a transfer or assignment of rights hereunder.


 


	 	1.4.22.	“Territory”
    shall mean worldwide.


 


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


 






    	 	6	 



     


    

 


	 	1.4.24.	“Valid
    Claim” shall mean (i) a claim of: (a) any issued, unexpired patent which has not been revoked or held unenforceable
    or invalid by a decision of a court or governmental agency of competent jurisdiction from which no appeal can be taken, or
    with respect to which an appeal is not taken within the time allowed for appeal, and which has not been disclaimed, denied
    or admitted to be invalid or unenforceable through reexamination, reissue, disclaimer or otherwise, or (b) any patent application
    that has not been cancelled, rejected, withdrawn or abandoned without the possibility of appeal or re-filing. For the avoidance
    of doubt, the term “Valid Claim” shall include any extension of the exclusivity period under a claim of an issued
    patent included within the Licensed Technology through patent term extension, SPC, US Patent Term Extensions (PTEs), or any
    other arrangement whereby the exclusivity period of any such patent or any part thereof is extended.


  


	2.	Research


 


	 	2.1.	Should
    the Company choose to (i) retain the services of the Researcher, or any other employee of the University for the purpose of
    conducting any research in connection with the License; or (b) grant any benefit, including 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. The Research Results and any intellectual property resulting from the Research shall be exclusively
    owned by Yissum, and shall form part of the Licensed Technology.


 


	 	2.2.	For
    the avoidance of doubt, nothing herein shall prevent Yissum or the University or the Researcher from obtaining any finance
    or grants from other entities for research regarding the Licensed Technology, provided that such entities shall not be granted
    rights prejudicial to the rights granted to the Company in this Agreement. The results of any such research financed by other
    entities shall not form part of the Licensed Technology and shall not be subject to the License hereunder.


  


	3.	The
    License


 


	 	3.1.	Subject
    to the full performance by the Company of its obligations in accordance with this Agreement and the provisions of Section
    16, Yissum hereby grants the Company an exclusive license to make commercial use of the Licensed Technology, in order to develop,
    obtain regulatory approvals, manufacture, market, distribute or sell Products, all within the Field and the Territory only,
    subject to and in accordance with the terms and conditions of this Agreement (the “License”).


 






    	 	7	 



     


    

 


	 	3.2.	Notwithstanding
    the provisions of Section 3.1, above, Yissum, on behalf of the University, shall retain the right (i) to make, use and practice
    the Licensed Technology for the University's own research and educational purposes; and (ii) to license or otherwise convey
    the Licensed Technology, in whole or in part, to any third party for research or commercial applications outside the Field.
    In the event Yissum receive requests for the Licensed Technology from researchers at academic and/or not-for-profit research
    organizations for use in non-commercial research in the Field, Yissum will forward the requests to the Company, and the Company,
    in consultation with the Researcher, will determine whether it is willing to supply Licensed Technology for such purpose.
    Any such disclosure or other supply of Licensed Technology shall be made pursuant to the Company's standard form confidentiality
    or material transfer agreement (as the case may be) and will acknowledge Yissum’s contribution.


  


	 	3.3.	Yissum,
    through the Researcher, shall convey the Licensed Technology to the Company and provide reasonable assistance to the Company
    in implementing the same, provided that such assistance does not interfere with the Researcher's academic and other responsibilities,
    and does not exceed eight (8) hours per month (on average) during the Tech Transfer Period (as defined below). The Company
    shall cover travel expenses incurred by the Researcher for the provision of the assistance as provided herein. Without derogating
    from the foregoing, the Parties shall cooperate as shall reasonably be required in order to ensure the orderly transfer of
    Know-How to the Company's personnel be completed within three (3) months from the Effective Date (the “Tech Transfer
    Period”).. Other than as provided herein, Yissum and the Researcher shall not be obliged to provide any scientific,
    professional, technical or other support to the Company, its Affiliates or its Sublicensees.


  


	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, Product-by-Product
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 a license to the Know-How during such post-expiration period (the
“Term”).


  






    	 	8	 



     


    

 


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 fully-paid non-exclusive license to the Know-How in the Field, and
the Company shall have an irrevocable option to obtain an exclusive license in the Field to the Know-How by agreeing to pay Yissum
fifty percent (50%) of the consideration set forth in Section 7.2 and 7.5 below, in respect of Net Sales and Sublicense Consideration
received during the period of such license which shall continue for a period of five (5) years after termination of the later
of the periods as referred to above and shall be renewed automatically for additional successive five (5) year periods, unless
the Company or Yissum notifies the other Party in writing prior to the end of the then current five (5) year period that it does
not wish the license to be renewed as aforesaid.


  


	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 the Development Plan (including the
    Essential Development Milestones defined below) agreed by Yissum, a copy of which shall be incorporated into this Agreement
    as Appendix C within 45 (forty-five) days of the Effective Date, as such Development Plan may be amended, modified
    or replaced from time to time as determined by the Board of Directors of the Company (the "Board"), in its
    sole and absolute discretion, provided however that the Company shall amend any of the milestones set forth in Appendix
    C under the heading ‘Essential Development Milestone’ (“Essential Development Milestones”)
    only if the Company first receives the written approval of Yissum for the particular amendment. All terms and conditions of
    the License and this Agreement shall apply to the modified Development Plan and subsequent Development Results. In the event
    that there is no Development Plan (including the Essential Development Milestones) prepared by the Company that meets Yissum’s
    approval and is incorporated into this Agreement within 45 (forty-five) days of the Effective Date, then Yissum shall be entitled,
    at its sole discretion, to terminate without cause, with immediate effect, this Agreement and all rights of the Company hereunder,
    upon written notice to the Company of such termination.


 


	 	5.2.	The
    Parties shall establish a steering committee (the “Committee”) to oversee the exercise of the License.
    Each Party shall be entitled to designate two (2) representatives to the Committee (the “Committee Representatives”),
    which shall meet at least twice per calendar year. The Committee Representatives shall be bound by the confidentiality arrangements
    set out in this Agreement. The Company shall consult with Yissum, via Yissum's Committee Representatives, in respect of significant
    decisions related to the exercise of the License. For the avoidance of doubt, the Committee shall be a forum for the exchange
    of information between the Parties with respect to the foregoing matters, shall act only in an advisory capacity and shall
    not have decision-making powers.


 






    	 	9	 



     


    

 


The
Company shall, for the period of the License, (i) provide Yissum with periodic written reports (“Development Reports”)
not less than once per every six (6) months concerning all material activities undertaken in respect of the exercise of the License,
(ii) keep Yissum informed on a timely basis concerning all material activities and changes to the Development Plan undertaken
in respect of the exercise of the License, and (iii) at Yissum's reasonable request, from time to time, provide Yissum with further
information relating to the Company’s activities in exercise of the License. The Development Reports shall include detailed
descriptions of the progress and results, if any, of: (a) the tests and trials conducted and all other actions taken by the
Company pursuant to the Development Plan, and a summary of the Development Results and any other related work effected by the
Company or by any Affiliate or Sub-Licensee during the six (6) month period prior to the report, (b) manufacturing, sublicensing,
marketing and sales during the six (6) month period prior to the report; (c) the Company’s plans in respect of the testing,
undertaking of trials or commercialization of Products for the following six (6) months; and (d) projections of sales and
marketing efforts following the First Commercial Sale. Development Reports shall also set forth a general assessment regarding
the achievement of any milestones; the projected – or actual – completion date of the development of a Product and
the marketing thereof; as well as a description of any corporate transaction involving the Products or the Licensed Technology.
If progress in respect of a Product differs from that anticipated in its Development Plan or a preceding Development Report, the
Company shall explain, in its Development Report, the reason therefor and shall 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.	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.


 


	 	5.4.	If
    the Company shall not meet one of the Essential Development Milestones within the timeframe set out in the Development Plan
    for the attainment of the said Essential Development Milestone, unless such delay is caused by (i) the requirements of a regulatory
    or other governmental authority; (ii) force majeure in accordance with Section 18.9, below; Yissum shall notify the Company
    in writing of the Company's failure to meet its obligations of diligence and shall allow the Company one hundred and twenty
    (120) days to cure such failure of diligence. If, to Yissum’s reasonable satisfaction, the Company is diligently taking
    measures to cure such failure, Yissum may, at its sole discretion, notify the Company in writing that it is extending the
    period given to cure such failure by an additional period of up to sixty (60) days. The Company's failure to cure such failure,
    to Yissum's reasonable satisfaction, within the aforementioned cure period (or extended cure period) shall be a material breach
    of this Agreement, entitling Yissum to immediate termination under Section 16.3 below.


 






    	 	10	 



     


    

 


	 	5.5.  	The Company shall
    perform all its activities hereunder in accordance with all applicable laws and regulations, and shall procure the receipt
    of all approvals and consents necessary for the performance of its obligations hereunder.




 


	6.	Sublicenses


 


	 	6.1.	The
    Company shall be entitled to grant one or more Sublicenses in accordance with the applicable terms and conditions of this
    Agreement, including the terms and conditions of this section 6, only after obtaining Yissum’s written approval regarding
    the identity of the Sublicensee and the material terms of the Sublicense, such approval not to be unreasonably denied or withheld.
    In the event that a sublicense is a Pharmaceutical Sublicensee (as defined in Section 6.3), the prior written approval of
    Yissum shall not be required, provided however Yissum shall be notified in advance and in writing of the material terms of
    the Sublicense and any amendment thereof.


 


	 	6.2.	The
    Company shall provide Yissum with an executed copy of any Sublicense within ten (10) days of its execution. Any material amendments
    to a Sublicense other than a Sublicense with a Pharmaceutical Sublicensee, shall be subject to Yissum’s prior written
    approval which shall not be unreasonably denied or withheld. The Company shall provide Yissum with an executed copy of such
    amendment to the Sublicense within ten (10) days of the execution of such amendment.


 


	 	6.3.	Any
    Sublicense shall be dependent on the validity of the License and shall terminate upon termination of the License, provided,
    however, that, for each Sublicense granted to a Pharmaceutical Sublicensee, upon termination of the License with the Company,
    if the Pharmaceutical Sublicensee is not then in breach of its Sublicense agreement with the Company such that the Company
    would have the right to terminate such Sublicense, Yissum shall be obligated, at the request of such Pharmaceutical Sublicensee,
    to enter into a new license agreement with any Pharmaceutical Sublicensee on substantially the same terms as those contained
    in the respective Sublicense agreement, provided that such terms shall be amended, if necessary, to the extent required to
    ensure that such agreement does not impose any obligations or liabilities (i) on the Company (without derogating from any
    liability due to the Company’s breach or such other liabilities that survive the termination of the Agreement), or (ii)
    on Yissum which are not included in this Agreement, applied mutatis mutandis. “Pharmaceutical Sublicensee”
    shall mean a Sublicensee that is a company in the pharmaceutical industry with annual sales of at least $500,000,000 (Five
    Hundred and Thousand Million US Dollars).


 


	 	6.4.	The
    Company shall ensure that any Sublicense shall include material terms that require the Sublicensee to comply with the terms
    of this Agreement, including Section 15 below, 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.


 






    	 	11	 



     


    

 


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 Subsection (i) above and the reporting provisions set out in Sections 6.5 and 8.2 below.


 


	 	6.5.	Without
    derogating from the generality of Section 6.4 above, 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.
    Upon request, the Company shall provide such reports to Yissum. 


 


	 	6.6.	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.


 


	 	6.7.	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, provided, however, that a Pharmaceutical Sublicensee
    shall be entitled to sublicense its rights under such Sublicense agreement through multiple tiers to its Affiliates (through
    one or more tiers, provided that each tier is an Affiliate of the Pharmaceutical Sublicensee)(a “Sub-Sublicense”),
    without the prior written consent of Yissum; provided however that any such Sub-Sublicense shall be in compliance with the
    terms and conditions of this Agreement, including but not limited this Section 6.


 


	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.	An
    irrevocable, non-creditable, and non-refundable License fee in the amount of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED
    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION], to be paid within
    ten (10) days of the Effective Date.


 






    	 	12	 



     


    

 


	 	7.2.	Royalties
    at the rates set forth in Sections 7.2.1 through 7.2.3 below (respectively the “Royalty Rate”), and subject
    to the provisions of Section 7.3 below:


 


	 	7.2.1.	Royalties
    at the rate of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
    FILED SEPARATELY WITH THE COMMISSION] in cumulative sales on a world-wide basis;


 


	 	7.2.2.	Royalties
    at the rate of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
    FILED SEPARATELY WITH THE COMMISSION] in cumulative sales on a world-wide basis;


 


	 	7.2.3.	Royalties
    at the rate of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN
    FILED SEPARATELY WITH THE COMMISSION] in cumulative sales on a world-wide basis;


 


	 	7.3.	Royalty
    Reductions. 


 


Notwithstanding
the foregoing the following provisions shall apply with respect to reductions in the Royalties payments (the “Reductions”):


 


	 	7.3.1.	Competition:
    In the event that during the Term of the License (as defined in Section 4 above), there is any Competition (as defined below)
    with respect to a particular Product in a particular country in which such Product is being sold, and for so long as such
    Competition persists, the royalty amount payable to Yissum for sales of such Product (only) in such country shall be reduced
    by [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
    WITH THE COMMISSION].


 


For
purposes of illustration only, if Yissum would be entitled to receive the royalty amount of [THE CONFIDENTIAL PORTION HAS BEEN
SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] if not for
any royalty reduction, as aforementioned, then in the event that there is Competition, then Yissum will be entitled to receive
the royalty amount of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
BEEN FILED SEPARATELY WITH THE COMMISSION].


 






    	 	13	 



     


    

 


For
the purpose of this Section 7.3.1 only “Competition” shall mean, with respect to a particular Product in a
particular country, when (a) one or more Competitive Product(s) are being marketed in such country; and (b) there are no Valid
Claims covering such Product or regulatory exclusivity in respect of such Product, in such country.


 


“Competitive
Product” shall mean a product (a) containing an active pharmaceutical ingredient that is the same as the active ingredient
in a particular Product being sold in a particular country and that utilizes a nasal delivery system as the system of delivery
for such active pharmaceutical ingredient; and (b) that has obtained regulatory approval; and (c) that is legally marketed in
such country by an entity other than the Company, its Affiliates and/or Sublicensees; and (d) that at the end of the applicable
calendar year, due to the marketing and sales of the Competitive Product, there is a reduction in the volume of sales of such
Product in such country by the Company, its Affiliates and/or Sublicensees, in comparison to the previous calendar year, by at
least [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
WITH THE COMMISSION].


 


In
the event of Competition in any particular calendar year for a particular Product in a particular country, then should there be
deductions from royalty payments that the Company was entitled under this Section 7.3.1 to deduct, but did not deduct due to the
need to compare product sales for that calendar year and the preceding calendar year, then such deductions will be rolled over
and deducted from royalty amounts payable during the first quarter of the next calendar year for sales of such Product in such
country.


 






    	 	14	 



     


    

 


	 	7.3.2	Third
    Party License. In the event that the Company is required to pay, and actually pays, during the term of the License Agreement
    royalty payments to third parties for exploitation of their intellectual property rights, covering Product technology, that
    are lawfully required for the sale of the particular Product (“Third Party Royalty Payments”), then the
    Company shall be entitled to take [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of such Third Party Royalty Payments as a deduction from
    the gross sales amount of such Product in such country during the same period in computing the Net Sales amount for the relevant
    Product, country and period. Notwithstanding the foregoing, the Royalty Rate shall not, in any event, be reduced by more than
    [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
    WITH THE COMMISSION] for such Products sold by the Company, its Affiliates and Sublicensees in such country.


   


	 	 	All
reductions in Royalties combined, pursuant to this Section 7.3, shall, in aggregate, be capped at, and not exceed, [THE CONFIDENTIAL
PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
of the respective Royalty Rate.
	 	 	 
	 	7.4.	The
    Company shall pay Yissum the following amounts in connection with the achievement of the following milestones (whether by
    the Company, an Affiliate or a Sublicensee) (each a “Milestone Payment”):


 


	 	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]





  


	 	 	For avoidance of doubt, no Milestone Payment shall be
paid by the Company to Yissum more than once.




	 	 	In the event that the achievement of a certain milestone
(as determined above in this Section 7.4) entitles Yissum to receive both the respective Milestone Payment (as determined above
in this Section 7.4) and a Sublicense Fees payment, Yissum shall be entitled to receive a payment which is the higher of the two
amounts, but not both the respective Milestone Payment and the Sublicense Fees payment.


	 	 	 
	 	7.5.	Sublicense
    fees at a rate of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
    BEEN FILED SEPARATELY WITH THE COMMISSION] of Sublicense Consideration.


  


	8.	Reports
    and Accounting


 


	 	8.1.	The
    Company shall give Yissum written notice of any (i) Sublicense Consideration received; and (ii) First Commercial Sale made;
    within thirty (30) days of the particular event.


 






    	 	15	 



     


    

  


	 	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 Subsection
    (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, against a valid invoice issued by Yissum. All payments under this Agreement shall be computed
    and paid in US dollars, using the appropriate foreign exchange rate reported by the Bank of Israel on the last working day
    of the calendar quarter in respect of which the revenues are being reported. Payment of value added tax or any other tax,
    charge or levy applicable to the payment to Yissum of the consideration as detailed in Section 7 above, (except income tax,
    which shall be borne by Yissum), shall be borne by the Company and added to each payment in accordance with the statutory
    rate in force at such time. All payments made to Yissum by an Israeli entity shall be made without the withholding of any
    taxes, provided that Yissum shall supply such Israeli entity, to the extent required, with a valid tax certificate indicating
    an official exemption from tax withholding (פטור מניכוי מס
    במקור). ). For the avoidance of doubt, if Yissum does not supply such certificate, the Israeli
    entity shall withhold taxes according to applicable law. All other payments to Yissum by non-Israeli entities shall be made
    without the withholding of any taxes. Payments may be made by check or by wire transfer to the following account:


 


Name
of Bank: Hapoalim


Bank
Key: 12


Bank's
address: 1 Hamarpe Street, Jerusalem, Israel


Branch:
Jerusalem Business Branch - 436


Bank
account Number: 12-436-142-155001


Swift
Code: POALILIT


IBAN:
IL56-0124-3600-0000-0155-001 (for payment from Europe only)


 






    	 	16	 



     


    

 


	 	8.4.	The
    Company shall keep, and shall require its Affiliates and Sublicensees to keep, full and correct books of account in accordance
    with applicable 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, and until twenty four (24) months after
    the lapse of the term of the License, 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 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.


 


	 	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, 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 or Sublicense Fees has ceased, Yissum shall repay any Royalties or Sublicense Fees
    received on account of Net Sales that were reported as bad debts by the Company.


 


	 	8.6.	Yissum
    shall be entitled to appoint not more than two (2) representatives who must be independent certified public accountants or
    such other professionals as appropriate (the “Auditors”) to inspect during normal business hours the Company’s
    and its Affiliates’ 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 or Affiliate (as the case may be) in advance. In addition, Yissum
    may require that the Company, through the Auditors, 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 Auditors 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. 


 






    	 	17	 



     


    

  


	 	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 three percent (3%) per annum accumulated on a monthly basis.


 


	9.	Ownership


 


	 	9.1.	All
    right, title and interest in and to the Licensed Technology vest and shall vest solely in 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, except to the extent that an employee of the University,
    including the Researcher, is considered an inventor of a patentable invention arising from the Development Results, in which
    case such invention and all patent applications and/or patents claiming such invention (“Joint Patents”)
    shall be owned jointly by the Company and Yissum, as appropriate, and Yissum's share in such Joint Patents shall be automatically
    included in the Licensed Technology. 


 


	 	9.3.	Upon
    the execution of this Agreement, the Company shall execute the letter of assignment attached to this Agreement as Appendix
    D 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.	Patents


 


	 	10.1.	Within
    ten (10) days of the Effective Date, 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 A (the “Historical Patent Costs”)
    which, as of the Effective Date, are approximately [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST
    FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION].


 


	 	10.2.	Yissum,
    in close coordination and cooperation with the Company, and at the Company’s expense, shall be responsible for the filing,
    prosecution and maintenance of the Licensed Patents and the Joint Patents in the Territory, through Yissum's patent counsel;
    provided however that the Company may elect to file, prosecute and maintain the Joint Patents through a patent counsel selected
    by the Company and reasonably acceptable to Yissum (the “Ongoing Patent Expenses”). 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, provided that any application or registration
    relating to the Joint Patents shall be made and registered jointly in the name of Yissum and the Company. 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.


  






    	 	18	 



     


    

 


	 	10.3.	Notwithstanding
    Sections 10.1 and 10.2 above, should Yissum grant a third party a license to some or all of the Licensed Patents outside the
    Field (a “Third Party License”), then, the Company's reimbursement obligation shall be reduced to a percentage
    of the Historical Patent Expenses and Ongoing Patent Expenses going forward equal to the fraction 1/n+1, where "n"
    is the number of third parties to which a Third Party License has been granted (the “Reduced Percentage”).
    The Reduced Percentage shall be payable for so long as at least one such Third Party License remains in effect. In addition,
    following the grant of a Third Party License, the Company shall be entitled to credit for any Ongoing Patent Expenses and
    Historical Patent Expenses that were previously paid by the Company in excess of the amount that would have been payable by
    the Company in accordance with the Reduced Percentage, such credit to be applied against future payments of the Ongoing Patent
    Expenses and Historical Patent Expenses that become due pursuant to this Agreement, for so long as such Third Party License
    remains in effect. By way of illustration only: (a) upon the grant of the first Third Party License by Yissum, the Company's
    reimbursement obligation shall be reduced to 50% of the Ongoing Patent Expenses going forward, and the Company shall be entitled
    to a credit equal to 50% of the Ongoing Patent Expenses and Historical Patent Expenses already paid by the Company up to such
    date; and (b) upon the grant of a second Third Party License, the Company's reimbursement obligation shall be reduced to 33.33%
    of the Ongoing Patent Expenses going forward, and the Company shall be entitled to an additional credit equal to 16.67% of
    the Ongoing Patent Expenses and Historical Patent Expenses for which payments have already been made by the Company.


 


	 	10.4.	The
    Company undertakes and warrants that no amounts utilized by the Company for such payment of Ongoing Patent Expenses or for
    the reimbursement of Yissum’s past documented expenses and costs relating to the registration and maintenance of the
    Licensed Patents listed in Appendix A will be (i) funding provided by the Office of the Chief Scientist at the Israeli
    Ministry of Economics (the “OCS”); (ii) funding that is earmarked as supplementary funding (“mimun
    mashlim”) for an OCS approved project; or funding provided to the Company from any other governmental or regulatory
    institution of the State of Israel.


 


	 	10.5.	Notwithstanding
    the foregoing in Section 10.2, above, upon the execution of this Agreement, the Company shall deposit with Yissum the amount
    of $5,000 to secure the payment of the Ongoing Patent Expenses (the “Expense Deposit”). Should the Company
    fail to pay any amounts due in connection with the Ongoing Patent Expenses within thirty (30) days following receipt of Yissum's
    written request accompanied by a detailed account, Yissum shall be entitled to pay the unpaid expenses from the Expense Deposit.
    In the event that Yissum utilizes some or all of the Expense Deposit as set forth in this Section, it shall so notify the
    Company in writing. The Company shall be obligated to deposit with Yissum an amount equal to the difference between $5,000
    and the balance in the Expense Deposit within thirty (30) days of its receipt of Yissum's notice. Upon termination or expiration
    of this Agreement, Yissum shall return to the Company the nominal amount of any remaining Expense Deposit that will not be
    required to cover Ongoing Patent Expenses for the period up until such termination or expiration.


 






    	 	19	 



     


    

  


	 	10.6.	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. In the case of
    a disagreement between the Parties, the recommendations of the Patent Counsel handling the particular Licensed Patent shall
    be followed.


 


	 	10.7.	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 cost-effective scope of the protection afforded by the Licensed Patents.


 


	 	10.8.	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, such consent not to be unreasonably withheld or delayed.


 


	 	10.9.	The
    Company, shall mark, and shall 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 take
    all reasonable action on its part to ensure that its Sublicensee complies with the provisions of this Section.


 


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 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 with respect to such abandoned jurisdiction only, the Know-How related thereto). Notwithstanding
the foregoing, the Company shall be required to bear the costs and expenses for filing, prosecuting and maintaining the Licensed
Patents in at least the following jurisdictions: the United States, Israel, Japan, China, India, the United Kingdom, Germany,
France, Italy and Spain (the “Required Jurisdictions”). Should the Company fail to do so in any one of the
Required Jurisdictions, and such default is not cured within 30 business days from the date notice of such failure is given to
the Company by Yissum, Yissum shall be entitled to terminate this Agreement without any further notice and without any need to
compensate the Company in any manner.


 






    	 	20	 



     


    

 


	 	10.10.	The
    foregoing does not constitute an obligation, representation 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, representation, 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 an obligation, 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.


 


	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.	To
    the extent permitted by applicable law, if the Company, its Affiliate or any Sublicensee makes (directly or indirectly), any
    assertion, application or claim, or initiates or supports (directly or indirectly) any action or proceeding, that challenges
    the validity, enforceability or scope of any of the Licensed Patents (“Challenge Proceeding”), Yissum will
    have the right, at any time following the commencement of the Challenge Proceeding, to terminate this Agreement and the Royalty
    rates specified in this Agreement will be tripled with respect to Net Sales of Products that are sold, leased or otherwise
    transferred during the course of such Challenge Proceeding, and the percentage due to Yissum in respect of Sublicense Consideration
    will be tripled with respect to Sublicense Consideration during such period. If the outcome of such Challenge Proceeding is
    a determination in favor of Yissum, (a) the Royalty rate with respect to Net Sales of Products and the percentage due to Yissum
    with respect to Sublicense Consideration will remain at such triple rate as aforesaid; and (b) Company will reimburse Yissum
    for all expenses incurred by Yissum (including reasonable attorneys’ fees and court costs) in connection with such Challenge
    Proceeding. If the outcome of such Challenge Proceeding is a determination in favor of Company, Company will have no right
    to recoup any Royalties or Sublicense Fees paid before or during the course of such Challenge Proceeding.


  






    	 	21	 



     


    

 


	 	11.3.	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 in the Field. 


 


In
the event of an infringement of the Licensed Patents which is both in the Field and outside the Field, Yissum shall decide which
of its licensees shall be entitled to lead the legal action after consulting with the Company and giving reasonable consideration
to the views of the Company in making such decision. In the event that Yissum decides that another licensee shall be entitled
to lead the legal action, Yissum shall require such lead licensee to keep the Company reasonably apprised of all developments
in the action and shall provide the Company with information and copies of all documents directly relevant to the proceedings,
including, all documents filed with the courts by the parties to the legal action(s), and shall seek the Company’s input
on any substantive submissions or positions taken in the litigation that may adversely affect the Company and/or the License,
it being agreed further that the grant of any rights and/or license to the infringing party that adversely affects the License
shall be subject to the prior written consent of the Company, such consent not to be unreasonably delayed, denied or conditioned.


 


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 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.


 


If
Yissum shall determine that the legal actions taken by the Company may adversely affect Yissum's rights hereunder, Yissum shall
be entitled to appoint its own counsel at its own expense to represent it in such litigation; provided however that if the views
of Yissum were not taken into consideration, as provided above, the Company shall reimburse Yissum for its reasonable expenses
for such legal representation.


 






    	 	22	 



     


    

 


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 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 best 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.


  






    	 	23	 



     


    

 


	 	11.4.	If
    the Company, its Affiliate or its Sublicensee does not bring an action against an alleged infringer pursuant to Section 11.3,
    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. In the event that Yissum has decided to
    bring an action for such infringement, the Company shall provide Yissum with any assistance reasonably required by Yissum
    with respect to 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.


 


	 	11.5.	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 11.4 above, it shall have the right
    to settle such action by licensing the Licensed Technology, or part of it, to the alleged infringer.


 


	 	11.6.	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.


 


	 	11.7.	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.


 


	 	11.8.	The
    Company shall use its best 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. Each Party shall notify the other immediately upon
    learning of any such action, claim or demand as aforesaid.


 






    	 	24	 



     


    

 


	12.	Confidentiality


 


	 	12.1.	For
    the purposes of this Agreement (i) “Yissum Confidential Information” means this Agreement and the terms
    hereof and any and all reports, details, data, formulations, solutions, designs, and inventions and other information disclosed
    to the Company or any of its Representatives by Yissum or any of Yissum's Representatives in connection with the Licensed
    Technology, Yissum, the University, the Researcher and other Representatives of Yissum and/or the University, whether in written,
    oral, electronic or any other form, except and to the extent that that any such information: (a) was known to the Company
    at the time it was disclosed, other than by previous disclosure by or on behalf of Yissum, as evidenced by the Company’s
    written records at the time of disclosure; (b) is in the public domain at the time of disclosure or becomes part of the public
    domain thereafter other than as a result of a violation by the Company or any of its Representatives of the confidentiality
    obligations herein; (c) is lawfully and in good faith made available to the Company by a third party who is not subject to
    obligations of confidentiality with respect to such information; or (d) is independently developed by the Company without
    the use of Yissum Confidential Information, as demonstrated by documentary evidence; and (ii) “Company Confidential
    Information” means this Agreement and the terms hereof and any and all reports, details, data, formulations, solutions,
    designs, and inventions and other information disclosed by or on behalf of the Company or any of the Company's Representatives
    under this Agreement, whether in written, oral, electronic or any other form, except and to the extent that any such information:
    (a) was known to Yissum or the University at the time it was disclosed, other than by previous disclosure by or on behalf
    of the Company, as evidenced by Yissum's or the University’s written records at the time of disclosure; (b) is in the
    public domain at the time of disclosure or becomes part of the public domain thereafter other than as a result of a violation
    by Yissum or its Representatives of the confidentiality obligations herein; (c) is lawfully and in good faith made available
    to Yissum or the University by a third party who is not subject to obligations of confidentiality with respect to such information;
    or (d) is independently developed by Yissum or the University without the use of the Company Confidential Information, as
    demonstrated by documentary evidence.


  


	 	12.2.	Yissum
    Confidential Information. The Company 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 of and shall not use the Yissum Confidential Information
    other than for the purposes of this Agreement. Except as otherwise set forth herein, the Company undertakes not to convey
    or disclose any of the Yissum Confidential Information to any third party without the prior written permission of Yissum.
    The Company shall be liable for its officers or employees or other Representatives maintaining absolute confidentiality of
    and not using or disclosing the Yissum Confidential Information except as expressly provided herein. The Company shall treat
    such Yissum Confidential Information with the same degree of care and confidentiality that it maintains or protect its own
    confidential information, but in any event, no less than a reasonable degree of care and confidentiality.


 


	 	12.3.	Notwithstanding
    the foregoing, the Company may only disclose the Yissum Confidential Information:


 


	 	(a)	to
    those of its Representatives who have a “need to know” such information as necessary for the exercise of its rights
    and/or performance of its obligations hereunder, provided that such Representatives are legally bound by agreements which
    impose similar confidentiality and non-use obligations to those set out in this Agreement. The Company shall be responsible
    for ensuring that its Representatives abide by such undertakings of confidentiality; and


 


	 	(b)	to
    any potential third party investor, including, any government, public foundation and/or private foundation, commercial partners
    or potential Sublicensees, in connection with seeking potential funding for the Company or the entering into a commercial
    collaboration or a Sublicense, provided that such potential third party has executed a confidentiality and non-use agreement
    which imposes similar obligations to those set out in this Agreement; and


  






    	 	25	 



     


    

 


	 	(c)	to
    any competent authority for the purposes of obtaining any approvals or permissions required for the exercise of the License
    and/or the implementation of this Agreement, or in the fulfillment of a legal duty owed to such competent authority (including
    a duty to make regulatory filings or to comply with any other reporting requirements); and


 


	 	(d)	to
    the extent required to be disclosed under any law, rule, regulation, court, or order of any competent authority (including
    any Stock Exchange), provided that, to the extent permissible, the Company promptly notifies Yissum thereof in order to enable
    Yissum to seek an appropriate protective order or other reliable assurance that confidential treatment will be accorded to
    such information (with the Company’s assistance, if necessary), and such disclosure shall be made to the minimum extent
    required. 


 


	 	12.4.	The
    Company Confidential Information. Yissum undertakes that during the term of this Agreement and for a period of five (5)
    years subsequent thereto, it shall maintain in confidence, and shall not use the Company Confidential Information other than
    for the purposes of this Agreement. Yissum undertakes not to convey or disclose any of the Company Confidential Information
    to any third party without the prior written permission of the Company. Yissum shall treat such Company Confidential Information
    with the same degree of care and confidentiality it maintains and protects its own confidential information, but in any event,
    no less than a reasonable degree of care and confidentiality.


 


	 	12.5.	Notwithstanding
    the foregoing, Yissum may only disclose the Company Confidential Information:


 


	 	(a)	to
    the University and to those of the Representatives of Yissum and/or the University who have a “need to know” such
    information as necessary for the exercise of Yissum's rights and/or performance of Yissum's obligations hereunder, provided
    that such Representatives are legally bound by agreements which impose similar confidentiality and non-use obligations to
    those set out in this Agreement; and


 


	 	(b)	to
    any competent authority in connection with the filing and prosecution of patent applications relating to the Licensed Technology,
    or in the fulfillment of a legal duty owed to any competent authority; and


 


	 	(c)	to
    the extent required to be disclosed under any law, rule, regulation, court, or order of any competent authority, provided
    that Yissum promptly notifies the Company thereof in order to enable the Company to seek an appropriate protective order or
    other reliable assurance that confidential treatment will be accorded to such information (with Yissum’s assistance,
    if necessary), and such disclosure shall be made to the minimum extent required.


 






    	 	26	 



     


    

  


	 	12.6.	Each
    Party shall be responsible and liable to the other Party for any breach by its Representatives, Affiliates, Subcontractors,
    Sublicensees and investors of the undertakings of confidentiality set forth in this Section 12 as if such breach were a breach
    by the Party itself.


  


	 	12.7.	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, the subject of the Research or any matter relating
    to the Licensed Technology, without obtaining the prior written consent of Yissum, which will not be unreasonably withheld
    or delayed. Notwithstanding the foregoing, the mere statement of the fact that the Company is a party to, or that the Licensed
    Technology is subject to, this Agreement, shall not be deemed a prohibited disclosure hereunder. 


 


	 	12.8.	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.


  


	 	12.9.	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 the Researcher, 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 fourteen (14) days of its receipt of a request
    in connection with article abstracts. The Company may only decline such a request upon reasonable grounds, which shall be
    fully detailed in writing, requiring the postponement of such publication because it contains patentable subject matter for
    which patent protection should be sought, or the removal of any Company Confidential Information.


 


	 	13.3.	Should
    the Company decide to object to publication as provided in sub-Section 13.2, the publication shall be postponed for a period
    of not more than ninety (90) days from the date the publication was sent to the Company, to enable the filing of an appropriate
    patent application, or until the removal of the Company Confidential Information as requested by the Company. Thereafter,
    the publication will automatically be permitted. 


 






    	 	27	 



     


    




 


	 	13.4.	The
    provisions of this Section 13 shall not prejudice any other right which Yissum has pursuant to this Agreement or at law.


 


	 	13.5.	For
    the avoidance of doubt, the prohibitions with respect to disclosure and publication set out in Sections 12 and 13 shall not
    apply to internal research and educational activities at 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.


 


	14.	Representations
    by Yissum


 


	 	14.1.	This
    Agreement has been duly authorized by all necessary corporate action of Yissum and is a valid and binding corporate obligation
    of Yissum enforceable against it in accordance with its terms. 


 


	 	14.2.	At
    the Effective Date, all right, title and interest in and to the Licensed Technology is owned by Yissum and neither Yissum,
    the Researcher nor any other person then acting on the behalf of either of them is licensing or granting any rights which
    contradict the License rights set forth in this Agreement to any person, or agreed to license to any person, the Licensed
    Technology in the Field.


 


	 	14.3.	To
    the knowledge of Yissum, at the Effective Date, Yissum has not received any written notice that any action or proceeding related
    to the Licensed Technology has been initiated or threatened against the University, Yissum and/or the Researcher, before any
    court, arbitration board or tribunal or administrative or other governmental agency, including by way of any letter of demand,
    legal suit or proceeding contesting the ownership of the Licensed Patents or the validity of the Licensed Patents, or claiming
    that the practice of the Licensed Patents or the Licensed Technology would infringe the rights of such third party.





 






    	 	28	 



     


    

 


	15.	Liability
    and Indemnity


 


	 	15.1.	TO
    THE EXTENT PERMITTED BY THE APPLICABLE LAW, EXCEPT AS EXPLICITLY SET OUT HEREIN, 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, NOR DOES YISSUM REPRESENT, WARRANT OR GUARANTEE 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 LICENSED 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. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YISSUM NOR THE
    RESEARCHER, NOR THE UNIVERSITY, NOR THE REPRESENTATIVES 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 THIS AGREEMENT AND/OR THE EXERCISE OF THE LICENSE, INCLUDING, (i) THE PRODUCTION,
    MANUFACTURE, USE, PRACTICE, LEASE, OR SALE OF ANY PRODUCT; (ii) THE USE OF THE LICENSED TECHNOLOGY; OR (iii) ANY ADVERTISING
    OR OTHER PROMOTIONAL ACTIVITIES WITH RESPECT TO ANY OF THE FOREGOING.


  


	 	15.2.	EXCPET
    WITH RESPECT TO CLAIMS BY ANY THIRD PARTY FOR WHICH COMPANY IS OBLIGATED TO INDEMNIFY YISSUM UNDER SECTION 15.4 OR IN THE
    EVENT OF USE OF THE LICENSED TECHNOLOGY IN BREACH OF THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY, OR THE REPRESENTATIVES
    OF SUCH PARTY BE LIABLE TO THE OTHER PARTY 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
    OTHER PARTY OR ANY OF 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.


 


	 	15.3.	The
    Company shall be liable for any loss, injury or damage whatsoever caused directly or indirectly to or suffered by its employees
    or any Representatives of Yissum or the University (including the Researcher and his/her team), 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 by the Company, its Representatives,
    Affiliates, Subcontractors, and the Sublicensees and their respective business associates and customers of the Licensed Technology,
    the Development Results or any Product or exercise of the License, except to the extent such loss, injury or damage results
    directly from an uncured material breach of Yissum's obligations or representations hereunder.


 






    	 	29	 



     


    

  


	 	15.4.	Except
    with respect to loss, injury or damage resulting directly from an uncured material breach of Yissum's obligations or representations
    hereunder, the Company undertakes to compensate, indemnify, defend and hold harmless Yissum, the University, and any of their
    respective Representatives (including the Researcher and his/her team) (herein referred to jointly and severally as “Indemnitees”)
    from and against any claim, investigation or liability including, 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 any acts
    or omissions of the Company, its Representatives, Affiliates, Subcontractors, and the Sublicensees, or which derive from the
    development, manufacture, marketing, sale, use or other exploitation, or sublicensing (as applicable) of any Product, or Licensed
    Technology, or the exercise of the License


 


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.


 


	 	15.5.	The
    Company shall procure and maintain, at its sole cost and expense, policies of comprehensive general liability insurance in
    amounts not less than (i) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
    AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per incident and [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT
    TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] annual aggregate, commencing
    as of the date and for such period that any Product is being tested in clinical trials by the Company, its Affiliate or Sublicensee
    prior to commercial sale; and (ii) [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] per incident and [THE CONFIDENTIAL PORTION HAS BEEN SO
    OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] annual aggregate
    during the period that any Product is being commercially distributed or sold Company, its Affiliate or Sublicensee. Such policy
    shall name the Indemnitees as additional insureds. The policy or policies so issued shall include a “cross-liability”
    provision pursuant to which the insurance is deemed to be separate insurance for each named insured (without right of subrogation
    as against any of the insured under the policy, or any of their representatives, employees, officers, directors or anyone
    in their name). Such comprehensive general liability insurance shall provide (i) product liability coverage and (ii) broad
    form contractual liability coverage for the Company's indemnification obligations under this Section 15. If the Company elects
    to self-insure all or part of the limits described above (including deductibles or retentions which are in excess of a $250,000
    annual aggregate), such self-insurance program shall include assets or reserves which have been actuarially determined for
    the liabilities associated with this Agreement and must be reasonably acceptable to Yissum.


  






    	 	30	 



     


    

 


The
minimum amounts of insurance coverage required above shall not be construed to create a limit of the Company's liability with
respect to its indemnification obligations under this Section 15.


 


	 	15.6.	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.


 


	 	15.7.	The
    Company shall maintain, at its own expense, liability insurance as set forth in Section 15 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.


 


	16.	Termination
    of the Agreement


 


	 	16.1.	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 the expiry of the Term pursuant to Section 4 above; or (ii) if the Company elects to obtain an exclusive license
    to the Know-How pursuant to Section 4 above - the date of expiry of the period of such exclusive license. 


 


	 	16.2.	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:


 


	 	16.2.1.	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 or suspended within ninety (90) days; or (ii) a receiver or liquidator is appointed for
    the other Party and has not been removed within ninety (90) days; or (iii) the other Party enters into winding up or insolvency
    or bankruptcy proceedings which have not been set aside or suspended within ninety (90) days. 


 


Each
of the Parties undertakes to notify the other within seven (7) days if any of the abovementioned events occur; or


 


	 	16.2.2.	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.


  






    	 	31	 



     


    

 


	 	16.2.3.	The
    Company shall be entitled to terminate this Agreement for convenience upon ninety (90) days prior written notice provided
    that immediately on or before the date of such termination the Company ceases or terminates on a world-wide basis: (a) all
    exploitation and use of the technology covered by or claimed in the Licensed Technology, whether by the Company, an Affiliate,
    a Sublicensee, or any contractor, distributor, reseller or agent and (b) all marketing and sales of all Products.


 


	 	16.2.4.	Yissum
    shall be entitled to terminate this Agreement for convenience upon ninety (90) days prior written notice to the Company in
    the event that the Company or any of its Affiliates is engaged in development, research, evaluation or other commercial activities
    involving other technologies for nasal delivery of cannabinoids (the “Additional Activity”) during a consecutive
    period of more than 180 days.


 


	 	16.2.5.	Yissum,
    at its sole discretion, shall be entitled to terminate this Agreement, without cause, with immediate effect, upon written
    notice to the Company in the event that a Development Plan (including the Essential Development Milestones) prepared by the
    Company and meeting Yissum’s approval, has not been incorporated into this Agreement within 45 (forty-five) days of
    the Effective Date as set out in Section 5.1 above.


 


	 	16.3.	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:


  


	 	16.3.1.	failure
    or a delay of more than one hundred and twenty (120) days, or such extended period as provided in Section 5.4 above, in meeting
    the Essential Development Milestones as provided in Section 5 above;


 


	 	16.3.2.	if
    an attachment is made over the majority of the Company's assets or if execution proceedings are taken against the Company
    and the same are not set aside within sixty (60) days of the date the attachment is made or the execution proceedings are
    taken or the Company seeks protection under any laws or regulations, the effect of which is to suspend or impair the rights
    of any or all of its creditors, or to impose a moratorium on such creditors and such act is not cancelled within sixty (60)
    days of the performance thereof; or 


 


	 	16.3.3.	if
    the Company, its Affiliate or a Sublicensee initiates, supports or makes a Challenge Proceeding as detailed in Section 11.2
    above.


  






    	 	32	 



     


    

 


	 	16.4.	Upon
    termination of this Agreement for any reason (including termination for convenience and termination without cause), 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, provided by Yissum or Yissum's Representatives and 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 access to Yissum or its representatives for this purpose.


 


	 	16.5.	The
    Company will prepare and present all regulatory filings necessary or appropriate in any country and will obtain and maintain
    any regulatory approval required to market Products in any such country, at all its own expense. Company will solely own all
    right, title and interest in and to all such regulatory approvals and filings; provided, however, that (1) Company will provide
    copies thereof to Yissum on an on-going basis; and (2) without derogating from Company’s assignment undertaking in this
    Section 16.5 below, upon termination of the License (in whole or in part) for any reason other than due to an uncured breach
    by Yissum (as set forth in Section16.2.2 above), Company agrees that Yissum shall have the right, on its own or via third
    parties, to reference, cross-reference, review, have access to, incorporate and use all documents and other materials filed
    by or on behalf of Company and its Affiliates with any regulatory authority in furtherance of applications for regulatory
    approval in the relevant country with respect to Products. 


 






    	 	33	 



     


    

 


Upon
the termination of the Agreement for any reason (including termination for convenience and termination without cause), other than
the expiration of its term or due to an 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), with the exclusion of Development Results which are directly
applicable to other products of the Company (the “Excluded Development Results”) or intellectual property of
the Company existing prior to the Effective Date or developed independently of this Agreement (collectively, the "Assigned
Development Results"); provided however that Yissum shall have a non-exclusive, worldwide, royalty free, limited in purpose
license to use the Excluded Development Results for the sole purpose of demonstrating the feasibility of the Licensed Technology
in the re-commercialization of the Licensed Technology to other third parties, and subject to such third parties being bound to
confidentiality provisions regarding such Excluded Development Results. 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.


 


Without
derogating from the force and effect of the foregoing assignment undertaking, the Parties acknowledge and agree that if under
applicable law the aforesaid assignment undertaking will not be fully enforceable, then the part (if any) of such undertaking
which is enforceable shall remain in full force and effect, and the part (or whole) which is not enforceable shall be automatically
replaced with an irrevocable grant by the Company to Yissum, binding upon all of the Company’s acquirers, successors and
assignees, of an unrestricted, perpetual, irrevocable, worldwide, royalty-free, license to use, exploit, transfer and sublicense
(on a multi-tier basis) the Assigned Development Results, for any and all purposes and uses. To the extent permitted by applicable
law, such license will be exclusive, provided, however, that the foregoing assignment shall be subject to any conditions
preventing or governing such transfer and assignment set out in the applicable laws and regulations governing grants received
by the Company and used in generation of the Assigned Development Results (“Grant Transfer Conditions”), in
which case the Company will not be required to transfer and assign the Assigned Development Results as contemplated above unless
and until Yissum either (i) agrees in writing to assume all obligations required by the Grant Transfer Conditions, or (ii)
reach another arrangement with the grantors of the grants which absolves the Company of any liability to such grantors with respect
to the transfer or assignment of the Assigned Development Results.


 


Notwithstanding
anything to the contrary in Section 11 (Confidentiality) or elsewhere in this Agreement, Yissum (on its own or via third parties)
shall be entitled to freely exploit the Assigned Development Results without any obligation of confidentiality to the Company.


  






    	 	34	 



     


    

 


	 	16.6.	In
    the event that Yissum commercializes any of the Assigned Development Results assigned and transferred in accordance with Section
    16.5, through a license or otherwise, Yissum shall pay the Company a royalty equal to [THE CONFIDENTIAL PORTION HAS BEEN
    SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] of Net
    Licensor Receipts as defined below, until such time as the Company shall have received, in aggregate, two (2) times the full
    amount of the documented capital investment actually expended out-of-pocket by the Company in order to generate the Assigned
    Development Results as certified by external independent auditors agreed upon by the Parties, less any amounts received or
    receivable by the Company from third parties in connection with the Licensed Technology or the Assigned Development Results
    prior to the transfer of the Assigned Development Results to Yissum the “Development Reimbursement Amounts”)
    . The Development Reimbursement Amounts shall be paid by Yissum on a quarterly basis, within thirty (30) days of the end of
    the calendar quarter in which the Net Licensor Receipts were received. The Company shall have the rights granted to Yissum
    pursuant to Section 8, mutatis mutandis, in respect of the Net Licensor Receipts. For purposes of this Section 16.6,
    the following terms shall have the following meanings:


  


“Net
Licensor Receipts” shall mean Licensor Receipts less Licensor Expenses;


 


“Licensor
Receipts” shall mean all amounts in cash and other consideration actually received by Yissum from the grant of a license
in the field of nasal delivery of cannabinoids under the Assigned Development Results; except for (a) any amounts received for
sponsored research and fees for the provision of services; and (b) any academic research grants; and


 


“Licensor
Expenses” shall mean (a) payments actually incurred by Yissum in accordance with detailed budgets and research workplans
included in sponsored research or research and license agreements relating to the Assigned Development Results; and (b) any out-of-pocket
expenses paid by Yissum in connection with enabling the receipt of such Licensor Receipts.


 


	 	16.7.	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 8, 9, 12, 13, 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.


 


	17.	Law


 


	 	17.1.	The
    provisions of this Agreement and everything concerning the relationship between the Parties in accordance with this Agreement
    shall be governed exclusively by Israeli law without application of any conflict of law principles that direct that the laws
    of another jurisdiction apply and jurisdiction shall be granted to the competent court in Tel-Aviv exclusively 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.


 


	 	17.2.	Each
    Party agrees that any breach or threatened breach of the terms and conditions of this Agreement governing confidentiality
    or the exploitation and use of the Licensed Technology may cause irreparable harm, that may be difficult to ascertain and
    that monetary damages may not afford an adequate remedy. Accordingly, in addition to all other rights and remedies that may
    be available to the non-breaching Party under this Agreement or by law, such Party shall be entitled to seek, in the courts
    and under the law mutually agreed to in Section 17.1 above, injunctive relief without proof of damages.


  






    	 	35	 



     


    

 


	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.
    No Party may transfer or assign or endorse its rights, duties or obligations pursuant to this Agreement to another, without
    the prior written consent of the other Parties, which consent shall not be unreasonably denied, conditioned or delayed, except
    that the Company shall be entitled to assign its rights and obligations under this License Agreement to a wholly owned subsidiary
    of the Company (the “Subsidiary”) without requiring to obtain the prior written consent of Yissum, provided, however,
    that in the event of such assignment (i) the Subsidiary shall undertake in writing to be bound by all the terms and conditions
    of this Agreement, and (ii) any such assignment shall not derogate from the Company’s obligations which have accrued
    prior to the date of such assignment. In addition, the Company may assign this Agreement and its rights hereunder without
    the consent of Yissum to an acquirer acquiring all or substantially all of its assets or shares, provided that such acquirer
    shall agree in writing to be bound to Yissum by all of the terms of this Agreement.


 


	 	18.3.	No
    waiver. No waiver by any Party, whether express or implied, of its rights under any provision of this Agreement shall
    constitute a waiver of such Party’s rights under such provisions at any other time or a waiver of such Party’s
    rights under any other provision of this Agreement. The failure or delay of a Party to claim the performance of an obligation
    of another 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 negotiation and drafting of this Agreement.


 






    	 	36	 



     


    

 


	 	18.6.	Disclosure
    of Agreements with Researcher. The Company shall disclose to Yissum any existing agreement or arrangement of any kind
    with the Researcher and or any representative of the Researcher, and shall not enter into any such agreement or arrangement
    without the prior written consent of Yissum. 


 


	 	18.7.	Taxes.
    Monetary amounts mentioned in this agreement do not include value added tax (“VAT”), or any duties or other
    taxes. Each Party shall itself be responsible to pay the taxes for which it is liable under the law.


 


	 	18.8.	Severability.
    The provisions of this Agreement are severable and, in the event that any one or more of the provisions or part of a provision
    contained in this Agreement shall, for any reason, be held by any court of competent jurisdiction to be invalid, illegal or
    unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part
    of a provision of this Agreement; but such provision shall be modified as set out below and the balance of this Agreement
    shall be interpreted as if such provision were so modified. The Parties shall negotiate in good faith in order to agree on
    the terms of an alternative provision which complies with applicable law and achieves, to the greatest extent possible, the
    same effect as would have been achieved by the invalid, illegal or unenforceable provision. In the event that the Parties
    fail to agree within thirty (30) days, the head of the Israeli Bar Association (on his/her own or via a representative that
    he/she appoints) (“Deciding Expert”) will determine the text of the alternative provision, and each Party
    shall bear its own costs and the Parties shall equally bear the fees and expenses of the Deciding Expert. Each Party agrees
    that the determination of the Deciding Expert will be non-appealable, final and binding.


 


	 	18.9.	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 (except of such Party's personnel),
    acts of God or acts, omissions or delays in acting by any governmental authority 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.


 


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


 






    	 	37	 



     


    




 


	 	18.11.	Binding
    Effect. This Agreement shall be binding upon the Parties once executed by both Parties and shall enter into force and
    become effective as of the later of the signature dates.


 


	 	18.12.	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.


  


	19.	Notices


 


All
notices and communications pursuant to this Agreement shall be made in writing and sent by facsimile, electronic mail 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:


 


Therapix
Biosciences Ltd.


5
Azrieli Center (Square Tower) 27 Fl.


Tel-Aviv
6702501, Israel


Facsimile:
972-3-616-7056


Email:
elran@therapixbio.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).





 



    	 	38	 



     


    

 


IN
WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS


  


YISSUM
THERAPIX BIOSCIENCES LTD.





 


	By:
    	/s/
    Ariela Markel	 	By:
    	/s/
    Elran Haber
	Name:
    	Ariela
    Markel, M.Sc., MBA	 	Name:
    	Elran
    Haber
	Title:
    	VP
    Licensing, Biotechnology	 	Title:
    	CEO
	 	 	 	 	 
	Date:
    	30.
    3. 17	 	Date: 5 APR - 17
	 	 	 	 	 
	 	/s/
    Itzik Goldwaser	 	 	/s/
    Ascher Shmulewitz
	 	Itzik
    Goldwaser PhD	 	 	Ascher
    Shmulewitz
	 	VP,
    Head of Research Collaborations 	 	 	Chairman
	 	 	 	 	 
	 		 	5 APR. 17







 


I
the undersigned, Prof. Elka Touitou, 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/
    Elka Touitou	 	3.
    04. 2017
	Prof.
    Elka Touitou	 	Date
    signed







  



    	 	39	 



     


    

 


Appendix
A


 


[THE
CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	40	 



     


    

 


Appendix
B


  


[THE
CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 






    	 	41	 



     


    

 


Appendix
C


 


THE
DEVELOPMENT PLAN (including the Essential Development Milestones)


 


[To
be prepared by the Company, subject to Yissum approval; for incorporation into this Agreement within 45 days of the Effective
Date]


  


	YISSUM	 	 	THE
    COMPANY
	 	 	 	 
	By:
    	/s/
    Ariela Markel	 	By:
    	/s/
    Elran Haber
	Name:
    	Ariela
    Markel, M.Sc., MBA	 	Name:
    	Elran
    Haber
	Title:
    	VP
    Licensing, Biotechnology	 	Title:
    	CEO
	 	 	 	 	 
	Date:	30.
    3. 17 	 	Date:
5 – APR – 17
	 	 	 	 	 
	 	/s/
    Itzik Goldwaser 	 	 	 /s/
    Ascher Shmulewitz
	 	Itzik
    Goldwaser PhD	 	 	Ascher
    Shmulewitz
	 	VP,
    Head of Research Collaborations 	 	 	Chairman




 



    	 	42	 



     


    




 


Appendix
D


 


JOINT
PATENT ASSIGNMENT LETTER


 


ASSIGNMENT
AGREEMENT


 


Made
as a Deed


 


This
ASSIGNMENT AGREEMENT (the “Agreement”) is made this 30th day of March, 2017, by and between Yissum Research
Development Company of the Hebrew University of Jerusalem Ltd., Hi-Tech Park, Edmond J. Safra Campus, Givat Ram, Jerusalem, Israel
on the one hand (“Yissum”) and Therapix Biosciences Ltd. of 5 Azrieli Center (Square Tower) 27 Fl., Tel-Aviv
6702501, Israel, on the other hand (the “Company”). Yissum and the Company shall be referred each as a “Party”,
and together as the "Parties".


 


	WHEREAS,	on
    March 30, 2017, the Parties signed a Research and License Agreement (the “R&L Agreement”), according
    to which the Company received, among other things, a License to the Licensed Patents; and


 


	WHEREAS,	pursuant
    to the R&L Agreement, certain inventions have been or shall/may be registered jointly in the name of Yissum and the Company
    and shall be regarded as Joint Patents; and


 


	WHEREAS,	the
    Parties have agreed that, upon the occurrence of certain Events (as defined below), the Company shall assign and transfer
    to Yissum its title and ownership in and to the Joint Patents and thereafter Yissum shall become the sole and exclusive owner
    of such Joint Patents; all in accordance with the terms and conditions of this Agreement;


 


NOW
THEREFORE THE PARTIES DO HEREBY AGREE AS FOLLOWS: 


 


	1.	Preamble




 


	 	1.1	The recitals hereto
    constitute an integral part hereof.




 


	 	1.2	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.




 


	 	1.3	All
    capitalized terms not defined herein shall have the meaning ascribed to such terms in the R&L Agreement.


 


	 	1.4	In this Agreement
    the following expressions shall have the meanings appearing alongside them, unless the context otherwise requires:




 


“Effective
Date” shall mean the date of occurrence of the earliest of the Events.


 


“Event(s)”
shall mean a situation in which: (i) the Company passes a resolution for voluntary winding up or a winding up application
is made against it and not set aside or suspended within ninety (90)days; or (ii) a receiver or liquidator is appointed for the
Company and has not been removed within ninety (90) days; or (iii) the Company enters into winding up or insolvency or bankruptcy
proceedings which have not been set aside or suspended within ninety (90)days; or (iv) the Company ceases operations for a consecutive
period of 180 days ; or ) a Joint Patent has become a Relinquished Patent.


 


“Intellectual
Property Rights” shall mean any and all rights relating to intellectual property, including without limitation, all
inventions, patents and patent applications, including all re-issuances, continuations, continuations-in-part, divisions, revisions,
extensions and re-examinations thereof.


 


“Relinquished
Patent” shall mean a Joint Patent for which the Company fails to pay the expenses of the filing, prosecution, maintenance
or any activity required by the patent office, relating thereto, in accordance with the Company's obligations under the R&L
Agreement.


 






    	 	43	 



     


    

 


	2.	Assignment of
    Joint Patents.




 


	 	2.1	Upon the Effective
    Date, the Company shall assign, convey and transfer to Yissum, its successors and assigns, the entire right, title and interest
    and benefits in and to any Joint Patent(s), including all Intellectual Property Rights therein. Notwithstanding the foregoing,
    in case the Event relates solely to a Relinquished Patent, the aforementioned assignment shall relate only to such Relinquished
    Patent. Notwithstanding the foregoing, any assignment hereunder shall be subject, to any conditions governing such transfer
    and assignment set out in the applicable laws and regulations governing grants received by the Company and used in generation
    of the Joint Patent(s).




 


	 	2.2	Subsequent to an
    assignment pursuant to this Agreement, the Company or its successors, legal representatives or assigns, at Yissum's sole cost
    and expense, shall notify Yissum, its successors, legal representatives and assigns, of any facts known to it regarding said
    Joint Patents, testify in any legal proceeding, sign all lawful papers, execute all divisional, continuing, reissue and foreign
    applications, make all rightful oaths, and generally do everything possible to assist Yissum, its successors, legal representatives
    and assigns, to obtain and enforce proper protection, full ownership and rights of use for said Joint Patents in all countries.




 


	 	2.3	In the event the
    Company, its successors, legal representatives or assigns fail to execute and deliver such documents and instruments promptly
    upon Yissum’s request, Yissum is hereby authorized and appointed attorney-in-fact of and for the Company to make, execute
    and deliver any and all such documents and instruments.




 


	3.	Governing Law
    and Jurisdiction. The provisions of this Agreement and everything concerning the relationship between the Parties in accordance
    with this Agreement shall be governed by the laws of the State of Israel and exclusive jurisdiction shall be granted to the
    appropriate courts in Tel Aviv, Israel.
	 	 







	4.	Miscellaneous.
    This Agreement supersedes any prior understanding, agreement, practice or contract, oral or written, between the Parties with
    respect to the matters covered by this Agreement. This Agreement may not be modified except by written instrument signed by
    all Parties hereto. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together
    shall constitute one and the same instrument. This Agreement shall be binding upon the Parties’ heirs, executors, administrators,
    successors, and assigns. The invalidity of any provision of this Agreement shall not result in the invalidity of the entire
    Agreement.




 


AS
WITNESS THE HANDS OF THE PARTIES:


 


	Therapix
                                         Biosciences Ltd.

        5
        Azrieli Center (Square Tower) 27 Fl.

        Tel-Aviv
        6702501, Israel

         

         

        By:
        _________________________

        Name:
        _______________________

        Title:
        ________________________

        Date:
        ________________________
	Yissum
                                         Research Development Company 

        of
        the Hebrew University of Jerusalem Ltd.

        Hi-Tech
        Park, Edmond J. Safra Campus,

        Givat
        Ram, P.O.B 39135, Jerusalem 91390, Israel

         

        By:
        ___________________________

        Name:_________________________

        Title:__________________________

        Date:
        _________________________



 


 


44