exv10w5



 





PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
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REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.





Exhibit 10.5




Research and Development Agreement 



This Research and Development Agreement (this “Agreement”), effective as of September 13, 2006
(the “Effective Date”), is entered into by and between TopSpin Medical Inc. a Delaware corporation
(“TopSpin”) for itself and/or at TopSpin’s election, TopSpin Medical (Israel) Ltd., a wholly owned
subsidiary of TopSpin, an Israeli corporation of 2 Yodfat St. Global Park, Lod (“TopSpin Israel”)
and/or TopSpin Urology Ltd. a wholly owned subsidiary of TopSpin, an Israeli corporation of 2
Yodfat St. Global Park, Lod (“TopSpin Urology”) (TopSpin and/or TopSpin Israel and/or TopSpin
Urology shall be referred to herein as the “Company”), Technion Research & Development Foundation
Ltd., an Israeli corporation of the Technion City, Haifa 32000 (“TRDF”) and Dr. Aharon Blank I.D.
No.029099330 of Naaman 24, Kefar Veradim (“Investigator”).





			
	WHEREAS,	 	the Investigator is currently engaged by TopSpin Israel and was
previously engaged by the TopSpin Israel as a full time and later
a part time employee, and during his employment with TopSpin
Israel developed for the Company certain Intellectual Property
(as defined) fully owned by the Company; and






			
	WHEREAS,	 	the Investigator is engaged at the Department of Chemistry of the
Technion — Israel Institute of Technology (the “Technion”); and






			
	WHEREAS,	 	TRDF is fully owned subsidiary of the Technion, and is authorized
to provide research and development services through the
personnel of the Technion; and






			
	WHEREAS,	 	the Investigator has the scientific skills and know-how in the
field of MRI physics which part of it was developed during his
employment in the Technion and therefore owned by TRDF (the
“Technion Existing IP”); and






			
	WHEREAS,	 	the Company is interested in performing research, development and
design work of a prototype of a system for MR imaging of the
prostate, which is intended for prostate cancer diagnosis, or of
other medical applications of the MR imaging, including in other
parts of the human body (the “Research Objective”); and






			
	WHEREAS,	 	TRDF is willing to perform the said research and it has agreed to perform the Research (as
defined hereunder) all subject to the terms and conditions of this Agreement; and
	 	 	 
	WHEREAS	 	The Company wishes TRDF, through the Investigator, to perform the Research for it in
accordance with the Research Protocol (as defined hereunder) and the budget that is attached
to this Agreement as Exhibit A (hereinafter the “Research Budget”), for the Research
Objective, all subject to the terms and conditions of this Agreement; and






			
	WHEREAS,	 	the Investigator has accepted to perform the Research on behalf of TRDF.





NOW, THEREFORE, the parties hereby agree as follows:










 




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	1.	 	Interpretation 
	 
	 	 	The preamble of this Agreement consists an integral part hereof. The headings of
the sections and subsections of this Agreement are for convenience of reference only
and are not to be considered in construing this Agreement.
	 
	2.	 	The Services






	 	2.1.	 	The Company appoints TRDF and the Investigator, and each of TRDF and the
Investigator undertakes, to perform for the Company the research detailed in the
research protocol attached in Exhibit A hereto (the “Research” and the
“Protocol”, respectively).
	 
	 	2.2.	 	Subject to timely payment of any payment specified in the Research Budget and
the performance of all the Company’s obligations pursuant to this Agreement,
implementation of the Research will commence on September 13, 2006, and will end at the
latest on September 12, 2007, as stated in this Agreement (hereinafter: the “Research
Period”).
	 
	 	2.3.	 	The Research shall be conducted by the Investigator and his research team at
the Investigator’s laboratory at the Department of Chemistry of the Technion.
	 
	 	2.4.	 	TRDF and the Investigator shall obtain or procure all the necessary approvals
and consents required in order to perform the Research. In addition, at all times TRDF
and the Investigator shall comply with any applicable laws, the provisions of the
Protocol and the Company’s written instructions (so long as the Investigator and TRDF
approves them), as provided from time to time in connection with the Research.
	 
	 	2.5.	 	The Research will be conducted in order to meet the milestones detailed in the
Protocol within the timeframe set forth therein, as the same may be amended from time
to time by the mutual written agreement of the parties. TRDF and Investigator will use
their best efforts to conduct the Research pursuant to its terms, including, without
limitation, to meet the research and development milestones set forth in the Protocol,
at the time indicated therein. TRDF and Investigator shall be solely and fully
responsible for the conduct of the Research, subject to the Company’s obligations
detailed in this Agreement. For the avoidance of doubt, and without derogation from
TRDF and Investigator’s obligation to use their best effort in order to successfully
achieve the milestones detailed in the Protocol, it is hereby clarified that neither
TRDF nor Investigator undertake that such milestones will be successfully achieved.
	 
	 	2.6.	 	The Company or TRDF may request to amend the Protocol or the Specifications.
Such request shall not be unreasonably withheld and shall require the Company or TRDF
and the Investigator advance approval which shall be evidenced with written document
signed by the parties.
	 
	 	2.7.	 	The parties shall meet regularly, but not less than every month to review the
progress of the Research. At the end of each stage of the work detailed in the Protocol
and preformed thereunder, and no less often than every thirty (30) days, and the
Investigator shall provide reports to the Company describing the progress of the
Research. A quarterly written report setting forth the status of the Research,
including other accomplishments and significant research findings shall be prepared by
the Investigator and submitted to the Company within thirty (30) days of the end of
each calendar quarter. In addition, at any time during the Research Period, after










 





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	 	 	 	reasonable advance notification to Investigator and his consent, the representatives
of the Company may visit Investigator’s laboratory in order to inspect the conduct of
the Research.






	 	2.8.	 	Investigator shall be responsible to ensure that any and all information
relating to or resulting from the conduct of the Research, including, without
limitation, any information relating to the Joint IP (as defined hereunder), are fully
and clearly documented in all Research reports (pursuant to Section 2.7), in an
academic format. (the “Documentation”).
	 
	 	2.9.	 	Upon commencement of the Research, the Company shall make certain equipment, as
listed in Exhibit A (the “Equipment”) available to TRDF for the purposes of conducting
the Research, at TRDF premises. TRDF shall keep such Equipment, at all times,
segregated and clearly marked as Equipment of the Company. TRDF shall be responsible
that such Equipment is used and maintained by it with the highest degree of care and
shall be liable for any damage to such equipment, except for customary wear and tear.
Upon the completion of the Research, as indicated specifically in Exhibit B part of
this Equipment will be formally transferred to TRDF’s ownership and TRDF shall become
the lawful owner of such equipment.






	3.	 	Representations






	 	3.1.	 	Each party expressly warrants to each other that neither the execution and
delivery of this Agreement nor the performance by it of the terms hereof, will conflict
with, or result in a breach or violation of, any of the terms, conditions and
provisions of: (i) with respect to any legal entity — any of its corporate documents,
(ii) any judgment, order, injunction, decree, or ruling of any court or governmental
authority, domestic or foreign, to which it is subject, (iii) any agreement, contract,
lease, license or commitment to which it is party or to which it is subject, or (iv)
applicable laws; It has the full power and authority to execute and deliver this
Agreement and to consummate the transactions contemplated hereby, and the execution and
delivery of this Agreement have been authorized by all necessary corporate action. This
Agreement constitutes it valid and binding obligation and subject to all applicable
laws — it is enforceable against them in accordance with its respective terms.
	 
	 	3.2.	 	In addition, TRDF and Investigator represent that they have all necessary
facilities necessary to conduct the Research and it will be rendered in a competent and
professional manner and standards.






	4.	 	Consideration






	 	4.1.	 	In consideration for the Research provided hereunder, and subject to the
performance of all the obligations of TRDF and the Investigator hereunder, the Company
shall pay TRDF the cash consideration stated in the budget attached in Exhibit
A hereto (the “Research Budget”), in accordance with the payment schedule detailed
therein.
	 
	 	 	 	TRDF and the Investigator’s obligations as set in this Agreement — are subject to
Company timely fulfilling its payment obligations as payments set forth in Exhibit A
including changes thereto, if mutually agreed in writing.










 




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	 	 	 	Unless otherwise expressly stated in Exhibit A, any payment due by Company shall be
paid within thirty (30) days from the date of the issuance of TRDF’s invoice to the
Company.
	 
	 	4.2.	 	In addition, TRDF and the Investigator jointly, shall be entitled to
participate in the 2003 Stock Option Plan (the “Plan”) adopted by TopSpin, subject to
the following terms and conditions:






	 	4.2.1.	 	TRDF and the Investigator shall receive unregistered options to purchase up to
1,200,000 (One Million two hundred thousands) shares of Common Stock of TopSpin
(the “Options”), at an exercise price to be calculated as the average value of
TopSpin’s stock traded in the Tel Aviv Stock Exchange, over a thirty (30)
trading day period preceding the Effective Date . The Options shall be divided
equally between TRDF and the Investigator.
	 
	 	4.2.2.	 	The Option will be granted under Section 3(i) of the Tax Ordinance, and
subject to the provisions of the Plan. In addition, the grant of Options is
subject to execution by TRDF and/or the Investigator of option grant agreement
with TopSpin in the form attached hereto as Exhibit 4.2.2 (the “Option
Agreement”). The Plan is attached as Exhibit 4.2.2.A to the Agreement.
	 
	 	4.2.3.	 	The Options shall vest pursuant to the following vesting schedule:






	 	4.2.3.1.	 	300,000 Options shall be vested, 12 months from the commencement
of the Research (the “Commencement Date”); and, in addition
	 
	 	4.2.3.2.	 	300,000 Options shall be vested 24 months from the Commencement
Date, provided, however, that the Research was successfully
completed and the specifications detailed in Exhibit A
hereto were successfully achieved within 12 months of the
Commencement Date; Any dispute between the parties in connection
with the decision whether or not all specifications detailed in
Exhibit A were successfully achieved shall be brought before
a single academic arbitrator which shall be appointed together by
the CEO of the Company and the manager of TRDF and the provisions of
Section 10.2 herein shall apply mutatis mutandis. The decision of
the arbitrator shall be final, not subject to appeal and subject to
all applicable laws; and, in addition,
	 
	 	4.2.3.3.	 	(a) If the conditions detailed in Section 4.2.3.2 above were met
(i.e. in the event the Research was successfully completed and the
specifications set forth in Exhibit A were achieved within
12 months of the Commencement Date), 300,000 Options shall be vested
immediately after the Company shall obtain FDA approval to market a
product based on the results of the Research for prostate cancer
diagnosis;
	 
	 		 	(b) In the event the conditions detailed in Section 4.2.3.2
above were not fully met yet the Company (or any third party
licensee of the Company that was granted a license










 




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	 	 	 	from the Company for the development of a product in the
cancer diagnosis field) has obtained an FDA approval to
market a product which is based on the results of the
Research, 150,000 Options shall be vested immediately after
such approval is issued by the FDA;
	 
	 	 	 	     and, in addition,






	 	4.2.3.4.	 	(a) If the conditions detailed in Section 4.2.3.2 above were met
(i.e. in the event the Research was successfully completed and the
specifications set forth in Exhibit A were achieved within 12 months
of the Commencement Date), 300,000 Options shall be vested
immediately after the Company shall obtain FDA approval to market
the first product developed by the Company or by third party
licensees of the Company, granted a license from the Company for the
development of such product, solely in the event such product is
based on the results of the Research for any medical application
other than prostate cancer diagnosis.
	 
	 	 	 	(b) In the event the conditions detailed in Section 4.2.3.2
above were not fully met yet the Company (or any third party
licensee of the Company that was granted a license from the
Company for the development of a product for any medical
application other than prostate cancer diagnosis) has obtained
an FDA approval to market a product which is based on the
results of the Research for any medical application other than
prostate cancer diagnosis – 150,000 Options shall be vested
immediately after such approval is issued by the FDA;
	 
	 	4.2.3.5.	 	For the avoidance of doubt, nothing in this Agreement shall
impose any obligation on the Company to develop any product in the
prostate cancer diagnosis field or any other field or to file any
request or application with the FDA with regard to any such
products.






	 	4.2.4.	 	The Options are non-transferable, unless otherwise agreed by both parties in
writing.
	 
	 	4.2.5.	 	Vested options will be exercisable for a period of 10 years from the Effective
Date, subject to earlier termination or expiration in accordance with Section 14
of the Plan.
	 
	 	4.2.6.	 	TRDF and the Investigator, as the case may be, will be solely liable for any
tax consequences resulting from the grant of the Options.
	 
	 	4.2.7.	 	The grant of Option is conditioned upon the approval of the Tel Aviv Stock
Exchange of the registration to trade of the shares of common stock of TopSpin
into which the Options are exercisable (the “Shares”).
	 
	 	4.2.8.	 	The issuance of the Options and the Shares, their holding and transfer, are
subject to the provisions of the Plan and the Option Agreement and










 




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	 	 	 	any applicable law, including lock up periods imposed pursuant the
provisions of the Securities Law, 1968.






	5.	 	Intellectual Property Rights






	 	5.1.	 	Each party hereto shall continue to be the sole owner of any and all
intellectual property rights, including without limitation patents, patent
applications, any copyrights and registrations and applications for registration
thereof, computer software, programs, data and documentation, technology, trade secrets
and confidential business information, whether patentable or non-patentable and whether
or not reduced to practice, know-how, designs, prototypes, laboratory protocols,
enhancements, improvements, works-in-progress, research and development information,
and other proprietary rights relating to any of the foregoing (including without
limitation remedies against infringements thereof and rights of protection of an
interest therein under the laws of all jurisdictions) (“Intellectual Property Rights”),
including without limitation TRDF sole ownership in and to the Technion Existing IP
owned by it prior to the date hereof and/or generated by it or any of the TRDF
personnel outside the scope of the Research and/or the Research Objective including by
the Investigator and any of the members of his research team in the Technion.
	 
	 	 	 	It is hereby clarified that the Research related Intellectual Property Rights owned
by TRDF and generated by the Investigator and any of the members of his research team
in the Technion include, without limitation, as detailed in Exhibit B(1). The
Research related Intellectual Property Rights owned by the Company include, without
limitation, the rights as detailed in Exhibit B(2). In addition, it is agreed
that any disclosure of such Intellectual Property Rights by one of the parties hereto
to another party shall be subject to the provisions of Section 7 hereto and shall not
derogate from the disclosing party’s rights in such Intellectual Property Rights.
	 
	 	5.2.	 	Any and all title, interest and right, of any type or nature whatsoever, in any
Intellectual Property Rights which shall be made, conceived or created by the
Investigator or other participants in the Research on behalf of TRDF or the Technion
(collectively, the “Personnel”), during the conduct of the Research and for the
Research Objective is and shall be the joint property of TRDF and the Company (the
“Joint IP”).
	 
	 	5.3.	 	Subject to the Company complying with all obligations set in this Agreement and
during the Term of this Agreement and thereafter, the Company may use the Joint IP for
all intents and purposes whatsoever, without limitation, and may freely transfer or
grant right to third parties with respect to all or part of such Joint IP, without any
obligation to TRDF, except as stated in this section. TRDF and the Investigator may use
the Joint IP Rights solely for (1) internal purpose of academic research to be
conducted by TRDF, the Investigator or the Technion; (2) for any research and
development to be conducted by TRDF, the Investigator or the Technion for any
applications other than medical applications for MR imaging – such use will be free of
any limitation and TRDF may transfer or grant any third party any rights therewith,
provided however, that TRDF shall be responsible for any such transfer or assignment
and the effect and consequences of any such transfer or assignment to any such third
party.










 




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	 	5.4	 	The Company is hereby granted an irrevocable, transferable, royalty free
license only to use the Technion Existing IP which was generated by the Investigator,
as listed in Exhibit C(1), during and after the Term of this Agreement, for any use
whatsoever, provided that such use is made together with the use of the Joint IP or any
part thereof.
	 
	 	5.5.	 	TRDF undertakes that it, the Investigator and all other Personnel will promptly
disclose to the Company in confidence all Joint IP and agrees to reasonably assist the
Company, at the Company’s expense, in proper way to obtain for the Company patents,
copyrights, mask work rights, and other legal protections for the Joint IP in any and
all countries. TRDF, the Investigator and any other Personnel will execute any
documents that the Company may reasonably request for use in obtaining or enforcing
such patents, copyrights, mask work rights, trade secrets and other legal protections.






	6.	 	[Omitted]
	 
	7.	 	Confidential Information
	 
	 	 	The Company shall preserve the confidentiality and secrecy of the non-public information
received from TRDF in connection with its services. TRDF undertakes that it and any
Personnel shall preserve the confidentiality and secrecy of the non-public information
received from the Company in connection with its services hereunder, in accordance with the
provisions of the Mutual Non Disclosure Agreement (“NDA”) attached as Exhibit 7 to
this Agreement. The parties will sign the NDA simultaneously with the execution of this
Agreement.
	 
	8.	 	Publications 
	 
	 	 	Without derogation from the provisions of Section 7 of this Agreement, neither TRDF nor the
Investigator or any other Personnel shall have the right to make any publication of any
material, including but not limited to articles and papers, that incorporate information
which is the results of the Research or the Company’s confidential information, including
any publication relating to the Joint IP which can effect the legal protections for such
Joint IP, unless such publication is approved by the Company in advance and in writing, in
its sole discretion. A notice of the interest of TRDF, the Investigator or other Personnel
to publish accompanied by the know-how contained in the publication, shall be sent to the
Company in advance. The Company may, within 45 days, give notice that it objects to the
publication, by way of a reasoned notice setting forth reasonable grounds.
	 
	 	 	In no event shall the Company be entitled to delay publication for a period which
exceeds one hundred and thirty five (135) days from the date of the notice given to the
Company.
	 
	 	 	This section with regard to confidentiality and restriction of publication as aforesaid
shall not apply with respect to information and/or results of the Research which, at the
time of publication (i) was part of the public domain and not resulting from a breach of the
obligation for confidentiality, or (ii) with respect to Technion Existing Information, was
in TRDF’s possession, prior to the Research as can be shown by documentary evidence, or
(iii) was independently developed by TRDF, the Investigator and/or the Personnel outside the
scope of the Research, or (iv) was received by TRDF, the Investigator and/or the Personnel
by third party other than the Company not bound by any confidentiality undertakings.










 




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	9.	 	Term and Termination






	 	9.1.	 	The term of this Agreement shall be for the longer period between (1) a period
of one year from the date hereof or (2) the period for which the Company has completed
all of its obligation towards TRDF and the Investigator, including without limitation
the term in which all Option as set in Section 4.2 have been granted, to the extent
applicable (the “Term”). The parties may decide to extend the Term for additional 12
months period, and to expand the Research, in terms and conditions as shall be mutually
agreed between the parties.
	 
	 	9.2.	 	This Agreement may be terminated as follows:






	 	9.2.1.	 	By consent in writing of TRDF and the Company.
	 
	 	9.2.2.	 	At the election of either TRDF and the Company, if there has been a material
violation or breach by the other party of any material covenant or agreement
contained herein, which violation or breach shall not have been cured or
corrected by the violating or breaching party within thirty (30) days after
receipt of notice thereof, describing such violation or breach in reasonable
detail or such longer period as may be agreed between the parties.






	 	9.3.	 	Upon termination of this Agreement for any reason, TRDF and any Personnel shall
cease all work and shall promptly provide the Company, without additional cost to the
Company, all work and materials developed by TRDF under this Agreement. TRDF shall also
return to the Company all materials and Confidential Information provided by the
Company in connection with this Agreement.






	 	9.4.	 	Notwithstanding anything else to the contrary herein, the provisions of
Sections 4 5, 7, 8, and 9 of this Agreement shall survive the termination of this
Agreement.






	10.	 	Miscellaneous






	 	10.1.	 	This Agreement shall be subject to the laws of the State of Israel, without
regard to the conflict of laws provisions thereof.
	 
	 	10.2.	 	All disputes arising out of or in connection with this Agreement shall be
finally settled under the Israeli Law of Arbitration by one arbitrator appointed by the
parties in consent, and, absent consent within 30 days of demand in writing, by the
Chief Judge of the Tel Aviv District Court, in accordance with the said Law, as
follows: (i) the place of arbitration shall be Tel Aviv; (ii) the language to be used
in the arbitral proceedings shall be Hebrew; (iii) the arbitrator shall be free of the
rules of procedure or evidence, but shall be subject to the substantive law and shall
give only reasoned opinions in writing; (iv) the award rendered by the arbitrator shall
be in writing and shall be final and binding upon the parties to the arbitration;
judgment upon the award of the arbitrator may be entered in any court having
jurisdiction thereof or such court may be asked to judicially confirm the award and
order its enforcement, as the case may be; (v) the arbitrator may consult with such
experts as arbitrator shall see fit under the applicable rules; and (vi) this section
shall be deemed to constitute an arbitration agreement between the parties, if and to
the extent required under applicable law.
	 
	 	10.3.	 	Each party will bear its own costs in connection with the transactions
contemplated hereunder, including attorney’s fees and expenses.










 




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	 	10.4.	 	Each party has reviewed with its own tax advisors the federal, state, local
and foreign tax consequences of the transactions contemplated by this Agreement. Each
party is relying solely on such advisors and not on any statements or representations
of the other party or any of its agents. Each party understands that it shall be
responsible for any tax liability that may imposed on it under applicable law as a
result of the transactions contemplated by this Agreement.
	 
	 	10.5.	 	Subject to the terms and conditions of this Agreement, each party will use its
commercially reasonable efforts to take, or cause to be taken, all actions and to do,
or cause to be done, all things necessary or desirable under applicable laws and
regulations to consummate the transactions contemplated by this Agreement. Each party
agrees to execute and deliver such other documents, certificates, agreements and other
writings and to take such other actions as may be necessary or desirable in order to
consummate or implement expeditiously the transactions contemplated by this Agreement.
	 
	 	10.6.	 	This Agreement constitutes the entire agreement between the parties with
respect to its subject matter and supersedes all prior agreements or understandings
between the parties relating to its subject matter.
	 
	 	10.7.	 	This Agreement may be amended, supplemented, or otherwise modified only by
means of a written instrument signed all parties hereto. Any waiver of any rights or
failure to act in a specific instance shall relate only to such instance and shall not
be construed as an agreement to waive any rights or fail to act in any other instance,
whether or not similar.
	 
	 	10.8.	 	In the event that any provision of this Agreement shall be held invalid or
unenforceable for any reason, such invalidity or unenforceability shall not affect any
other provision of this Agreement, and the parties shall negotiate in good faith to
modify the Agreement to preserve (to the extent possible) their original intent.
	 
	 	10.9.	 	Nothing contained herein shall be deemed or construed to create between the
parties hereto a partnership or joint venture. No party shall have the authority to act
on behalf of any other party, or to commit any other party in any manner or cause
whatsoever or to use any other party’s name in any way not specifically authorized by
this Agreement. No party shall be liable for any act, omission, representation,
obligation or debt of any other party, even if informed of such act, omission,
representation, obligation or debt.
	 
	 	10.10.	 	This Agreement cannot be assigned by TRDF or Investigator. The Company shall have the
right to assign its rights, duties and obligations under this Agreement to any
successor entity (acquirer of the Company or any part of its assets, or a company into
which the Company shall have been merged). In any event, an assignment will be
permitted only after (1) giving an advance written notice of 45 days to TRDF and the
Investigator and; (2) only after the assignee agrees in writing, in a document
addressed to TRDF and the Investigator, to be bound by all the terms and conditions of
this Agreement. Notwithstanding the aforesaid, the Company may, by written notice to
TRDF and the Investigator, assign its rights, duties and obligations hereunder to any
affiliate of the Company, provided however, that the Options granted hereunder may not
be assigned or exchanged into securities of any Company affiliate, without the prior
written consent of TRDF and the Investigator, which consent will not be unreasonably
withheld.
	 
	 	10.11.	 	All remedies, either under this Agreement or by law or otherwise afforded to any of
the Parties, shall be cumulative and not alternative.










 






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	 	10.12.	 	This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original and enforceable against the Parties actually executing such
counterpart, and all of which together shall constitute one and the same instrument.
	 
	 	10.13.	 	Any offer, notice, response or other communication required or authorized to be given
by any Party under this Agreement to the other Party shall be in writing and shall be
personally delivered, sent by facsimile transmission (with a copy by ordinary mail in
either case) or dispatched by courier addressed to the other party at the address
stated below or such other address as shall be specified by the parties hereto by
notice in accordance with the provisions of this Section. Any notice shall operate and
be deemed to have been served, if personally delivered or sent by fax on the next
following business day, and if by courier, on the fifth following business day.
Addresses for the purposes of this Section are as follows:





	 	 	 	 
	To TRDF:

	 	The Technology Transfer Office	 
	 

	 	Technion R&D Foundation Ltd
	 

	 	Technion city, Haifa 32000, Israel
	 
	 	 
	To Investigator:
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	To the Company:

	 	2 Yodfat St. Global Park, Lod
	 

	 	Fax: 972-8-9281233
	 

	 	Attn: Mr. Eyal Kolka, CFO & Senior VP of Bus. Dev.
	 
	 	 
	 

	 	with a copy to (which shall not constitute service of
process on):
	 
	 	 
	 

	 	Ori Rosen & Co., Law Offices
	 

	 	1 Azrieli Center, Tel Aviv 67021, Israel
	 

	 	Fax: 972-3-6074701
	 

	 	Attn: Mr. Ori Rosen, Adv.












 







- 11 -

IN WITNESS WHEREOF the parties have signed this Agreement as of the date hereinabove set forth.




	 	 	 	 	 	 	 	 	 
	/s/ Erez Golan        /s/  Michael Berman 	 	/s/ Zvi Kochavi      /s/ Benjamin Soffer	 	 
	 	 	 	 	 

	 	 	 
	TopSpin Medical Inc.	 	Technion Research & Development
Foundation Ltd.	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	Erez Golan     
Michael Berman	 	By:	 	Zvi Kochavi &  Benjamin Soffer	 	 
	 

	 	 
	 	 	 	 	 	 
	Title:

	 	CEO , Chairman	 	Title:	 	Head of Technion R&D
Foundation & Manager of Technology Transfer Office
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	/s/
Aharon Blank
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Dr. Aharon Blank
	 	 	 	 	 	 






Exhibit A – Protocol, Research Budget and Equipment



Exhibit B(1)
– Research related Intellectual Property Rights owned by TRDF and generated by the Investigator



Exhibit B(2) – Research related Intellectual Property Rights owned by the Company IP














 






PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.




Exhibit A



Specifications ,Work plan and Budget




     1. Specifications



****




     2. Work plan



****




     3. Budget



     The following table represents the budget allocation for the activities at the Technion only
and for the equipment/supplies purchased by the Technion. The budget allocation should be flexible
and enable the team leader at the Technion (AB) complete flexibility in deciding about the exact
nature of expenditure during the project progress.



****




     4. Gantt chart



****





1










 




PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.



Exhibit B1

Technion Existing IP (Dr Aharon Blank)




*****




 









 





PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.




Exhibit B2

TopSpin Medical (Israel) Ltd. — list of applications and Patents




*****





 










 





PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.





Option Agreement



This option agreement (“Agreement”) is effective as of September 13, 2006 (the “Date of Grant”), by
and between Technion Research & Development Foundation Ltd. (“Optionee”) and Topspin Medical, Inc.
(the “Corporation”).



Under the Topspin Medical Inc. 2003 Israeli Stock Option Plan (“Plan”) (a copy of which is attached
hereto as Exhibit A), the Corporation hereby grants to the Optionee options to purchase such number
of shares of Common Stock of the Corporation par value US$0.001 each as set forth below (“Options”)
pursuant and subject to the terms and provisions set forth in the Plan and as provided herein.



All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the
Plan.



Notwithstanding any other provision of this Agreement or the Plan, it is hereby clarified that the
grant of Option pursuant to this Agreement is conditioned upon the approval of the Tel Aviv Stock
Exchange of the registration to trade of the shares of common stock of TopSpin into which the
Options are exercisable (the “Shares”), and the provisions of this Agreement and the Grant of Stock
to the Optionee will be entered into force and effect only after the Corporation provides Optionee
with written notice that the Tel Aviv Stock Exchange approved the registration to trade of the
Shares. If such approval will not be obtained until 60 days after the Date of Grant, this Agreement
shall become null and void, and Optionee shall have no claim against the Corporation, its
affiliates or any of their directors, officers and shareholders with respect to the Options or the
underlying Shares. Notwithstanding the aforesaid, in the event the Options granted hereunder will
not be granted since the required approval from the Tel Aviv Stock Exchange is not obtained,
Optionee will be compensated by the Corporation with cash compensation on such dates the Options
detailed hereunder should be vested, on the basis of the value of the Options granted hereunder, as
shall be mutually agreed by the parties hereto in good faith.





	1.	 	Terms and Conditions of Options





	 	 	 
	Number of Options :
	 	600,000
	 
	 	 
	 
	 	Each Option shall be exercisable for one (1) share of Common Stock of the Corporation par value  US$0.001 each.
	 
	 	 
	Exercise Price:
	 	US$0.1114 per share.
	 
	 	 
	Type of Options:
	 	o Approved 102 Options:
	 
	 	     o Capital Gain Options (CGO);
	 
	 	     o Ordinary Income Options (OIO)
	 
	 	o Unapproved 102 Options
	 
	 	þ 3(9) Options






 









 





PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.





	 	 	 
	Vesting Schedule:

	 	1.    150,000 Options shall vest 12 months from the
commencement of the research (the “Commencement
Date”) under the Research and Development Agreement
by and among the Corporation, the Optionee and Dr.
Aharon Blank, dated as of September 13, 2006 (the
“R&D Agreement”).

	 
	 

	 	2.    150,000 Options shall vest 24 months from the
Commencement Date, provided however, that the
research under the R&D Agreement was successfully
completed in accordance with all the terms and
conditions detailed the R&D Agreement (“Successful
Completion”).

	 
	 

	 	3.   In the event of Successful Completion, 150,000
Options shall vest immediately after the Corporation,
including through its fully owned subsidiaries,
TopSpin Urology Ltd. and/or TopSpin Medical (Israel)
Ltd. (the “Subsidiaries”) shall obtain FDA approval
to market a product based on the results of the
research under the R&D Agreement for prostate cancer
diagnosis as detailed in the R&D Agreement.

	 
	 

	 	      In the event Successful Completion was not achieved
yet the Corporation (or any third party licensee of
the Corporation that was granted a license from the
Corporation for the development of a product in the
cancer diagnosis field) has obtained an FDA approval
to market a product which is based on the results of
the Research, 75,000 Options shall be vested
immediately after such approval is issued by the FDA

	 
	 

	 	4.   In the event of Successful Completion, 150,000
Options shall vest immediately after the Corporation,
including through the Subsidiaries, shall obtain FDA
approval to market the first product developed in
accordance with the provisions of Section 4.2.3.4 of
the R&D Agreement, for any medical application other
than prostate cancer diagnosis.

	 

	 	       In the event Successful Completion was not achieved
yet the Corporation (or any third party licensee of
the Corporation that was granted a license from the
Corporation for the development of a product for any
medical application other than prostate cancer
diagnosis) has obtained an FDA approval to market a
product which is based on the







 









 






PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.




	 	 	 
	 

	 	        results of the Research
for any medical application other than prostate
cancer diagnosis – 75,000 Options shall be vested
immediately after such approval is issued by the FDA








	2.	 	Exercise of Options
	 
	 	 	The exercise of the Options shall be by delivery by the Optionee to the Corporation at its
principle executive office of a written notice of exercise in the form attached hereto as
Exhibit B, specifying inter alia the number of shares of Stock to be purchased and
accompanied by the payment of the Exercise Price.
	 
	 	 	Options may be exercised only to purchase whole shares of Stock (the “Shares”), and in no
case may a fraction of a Share be purchased. If any fractional Share would be deliverable
upon exercise, such fraction shall be rounded up one-half or less, or otherwise rounded
down, to the nearest whole number.
	 
	 	 	The Corporation shall not be obligated to issue any Shares upon the exercise of an Option
if such issuance, in the opinion of the Corporation, might constitute a violation by the
Corporation of any provision of law.
	 
	3.	 	Other Provisions






	 	3.1	 	All other terms and conditions, including terms and conditions of
expiration and termination of the Options, voting rights and adjustments, which are
set forth in the Plan, shall apply to the Options. For the avoidance of doubt, the
provisions of Sections 7.6, 7.7 and 7.8 shall not apply to the Options.
	 
	 	 	 	Notwithstanding any other provision of this Agreement or the Plan, it is hereby
clarified the issuance of the Options and the Shares, their holding and transfer,
are subject to the provisions of any applicable law, including, without
limitation, the lock up periods imposed pursuant the provisions of the Securities
Law, 1968.
	 
	 	3.2	 	Optionee acknowledges receipt of a copy of the Plan and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts this
Agreement subject to all of the terms and provisions thereof. Optionee has reviewed
the Plan and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of the Agreement, the provisions of Section 3(9) of the Israeli Income Tax
Ordinance [New Version] 1961 as amended and all rules, regulations and orders
promulgated thereunder and the tax route applicable to the Options granted to
him/her.
	 
	 	3.3	 	Optionee hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Board or the Committee upon any question arising
under the Plan or this Agreement. Optionee further




 









 




PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.










	 	 	 	agrees to notify the Corporation upon any change in the residence address
indicated below.
	 
	 	3.4	 	Omitted.
	 
	 	3.5	 	The Optionee shall regard the information in this Agreement and its
exhibits attached hereto as confidential information and the Optionee shall not
reveal their contents to anyone except when required by law or for the purpose of
gaining legal or tax advice.
	 
	 	3.6	 	Subject to the provisions of the Plan, to which this Agreement is subject,
this Agreement, together with the exhibits hereto, constitute the entire agreement
between the Optionee and the Corporation with respect to Options granted hereunder,
and supersedes all prior agreements, understandings and arrangements, oral or
written, between the Optionee and the Corporation with respect to the subject matter
hereof.
	 
	 	3.7	 	The Options provided for herein are granted pursuant to the Plan and said
Options and this Agreement are in all respects governed by the Plan and subject to
all of the terms and provisions of the Plan. Any interpretation of this Agreement
will be made in accordance with the Plan. In the event there is any contradiction
between the provisions of this Agreement and the Plan, the provisions of the Plan
will prevail.
	 
	 	3.8	 	The Plan and this Agreement shall be binding upon the heirs, executors,
administrators and successors of the parties hereof.
	 
	 	3.9	 	All notices or other communications given or made hereunder shall be in
writing and shall be delivered or mailed by registered mail or delivered by email or
facsimile with written confirmation of receipt to the Optionee and/or to the
Corporation at the addresses shown below, or at such other place as the Corporation
may designate by written notice to the Optionee.




IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above
written.




	 	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Optionee
	 	 	 	Topspin Medical, Inc.
	 	 
	 

	 	By:
	 	 	 	By:	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Address:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 






 









 





PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.



Exhibit A




The Plan




 









 





PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.



Exhibit B




Notice of Exercise



Exercise of Option The undersigned (the “Optionee”) hereby elects to exercise Optionee’s
Option to purchase                                 shares of Common Stock par value US$ 0.001 each of TopSpin Medical,
Inc. (hereinafter the “Corporation” and the “Exercised Shares”) pursuant to the Topspin Medical,
Inc. 2003 Israeli Stock Option Plan (the “Plan”) and the Option Agreement dated                                         ,
(the “Option Agreement”).



All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the
Plan.



Delivery of Payment – Optionee herewith delivers to the Corporation the full Exercise Price
for the Exercised Shares, as set forth in the Option Agreement.



Representations of Optionee — Optionee acknowledges that Optionee has received, read and
understood the Plan, the Option Agreement and the trust agreements by and among the Corporation,
TopSpin Medical (Israel) Ltd. and the Trustee and agrees to abide by and be bound by their terms
and conditions. The Optionee further represents that in exercising the Option, the Optionee hereby
confirms and acknowledges that (i) the Exercised Shares are being acquired solely for the account
of the undersigned and not as a nominee for any other party, or for investment, and not with a view
to, or intention of, or otherwise for resale in connection with, any distribution; (ii) neither the
offer or sale of the Exercised Shares, nor the Exercised Shares themselves, have been registered
under the Securities Act of 1933, as amended, (the “Act”), or registered or qualified under the
applicable securities laws of any state or other jurisdiction, and that the Exercised Shares are
being sold to the Optionee by reason of and in reliance upon a specific exemption from the
registration provisions of the Act, and exemptions from registration or qualification provisions of
such applicable state or other jurisdiction securities laws which depend upon, among other things,
the bona fide nature of the investment intent as expressed herein and the truth and accuracy of the
representations and warranties of the Optionee set forth herein; and (iii) that the Optionee will
not offer, sell or otherwise dispose of the Exercised Shares except under circumstances that will
not result in a violation of the Act or any state securities laws and that the certificates
representing the Exercised Shares may bear a legend noting such restrictions.



Tax Consequences – Any tax consequences and/or future payment and/or costs arising from the
grant or exercise of any Option, from the payment for Shares covered thereby or from any other
event or act (of the Corporation and/or its Affiliates and the Trustee or the Optionee), hereunder,
shall be borne solely by the Optionee. The Corporation and/or its Affiliates, and/or the Trustee
shall withhold taxes according to the requirements under the applicable laws, rules, and
regulations, including the withholding of taxes at source. Furthermore, the Optionee shall agree to
indemnify the Corporation and/or its Affiliates and/or the Trustee and hold them harmless against
and from any and all liabilities for any such tax or interest or penalty thereon,


 









 







PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.



including without limitation, liabilities relating to the necessity to withhold, or to have
withheld, any such tax from any payment made to the Optionee.




Submitted on                                          by




	 	 	 	 	 
	OPTIONEE

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Signature
	 	 	 	 
	 
	 	 	 	 
	 	 	 
	Print Name
	 	 	 	 
	 
	 	 	 	 
	Address:

	 	 	 	 
	 

	 	 	 	 






 








 




PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.




Mutual Non Disclosure Agreement



This Mutual Non Disclosure Agreement (this “Agreement”) is entered by and among TopSpin
Medical, Inc., a company organized under the laws of Delaware, with its offices at 2 Yodfat
Street, Lod, Israel for itself and/or at TopSpin’s election, TopSpin Medical (Israel) Ltd., a
wholly owned subsidiary of TopSpin, an Israeli corporation of 2 Yodfat St. Global Park, Lod
(“TopSpin Israel”) and/or TopSpin Urology Ltd. a wholly owned subsidiary of TopSpin, an Israeli
corporation of 2 Yodfat St. Global Park, Lod (“TopSpin Urology”) (TopSpin and/or TopSpin Israel
and/or TopSpin Urology shall be referred to herein as the “Company”), Technion Research &
Development Foundation Ltd., an Israeli corporation of the Technion City, Haifa 32000 (“TRDF”) and
Dr. Aharon Blank I.D. No.029099330 of Naaman 24, Kefar Veradim (“Investigator”).



The Company, TRDF and the Investigator have executed a Research and Development Agreement to which
this Agreement is attached as Exhibit 7 (the “R&D Agreement”) for the conduct of the research
detialed therein, and in connection with the same each party hereto has been, and/or will be,
provided with, and/or has access to certain confidential information of the other party. With
respect to any and all information disclosed by either party (“Disclosing Party”) to the other
party (“Receiving Party”), the parties wish to ensure due protection of such information.



Therefore, the parties hereby agree as follows:





	1.	 	Receiving Party acknowledges that it may receive information regarding the activities and
business of Disclosing Party, its parent companies, subsidiaries and/or affiliates, all
whether in oral, written, graphic, or machine-readable form, or in any other form,
including, without limitation, concepts, techniques, processes, methods, systems, designs,
drawings, photographs, models, prototypes, computer programs, research materials, formulas,
development or experimental work, work in progress, mask work, inventions, cost data,
marketing plans, product plans, business strategies, financial information, forecasts,
personnel information and customer or supplier lists (collectively, “Confidential
Information”). For the avoidance of doubt, nothing herein shall be deemed to impose on
Disclosing Party any duty or obligation to disclose any such information to Receiving Party,
and such disclosure shall be at all times at Disclosing Party’s sole and absolute
discretion. Furthermore, nothing herein shall be deemed to create any representation that
the Confidential Information, or any part of it, is whole, accurate or correct.
	 
	2.	 	Notwithstanding the aforesaid, information shall not be deemed as Confidential
Information, for purposes of this Agreement, if Receiving Party can show documentary
evidence that: (a) such information is in the public domain at the time of disclosure, or
subsequently becomes part of the public domain, through no breach of Receiving Party of its
obligations hereunder; or (b) such information is received by Receiving Party from a third
party exempt from confidentiality undertakings; or (c) such information was in its
possession at the time of disclosure, and Receiving Party so advised Disclosing Party in
writing immediately upon disclosure; or (d) Receiving Party is compelled by court or
government action pursuant to applicable law to disclose such information, provided,
however, that Receiving Party gives Disclosing Party prompt notice thereof so that
Disclosing Party may seek a protective order or other appropriate remedy, and further
provided that in the event that such protective order or other










 




PORTIONS OF THIS EXHIBIT IDENTIFIED BY “****” HAVE BEEN DELETED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER SECTION 406 TO
REGULATION C OF THE SECURITIES ACT OF 1933, AS AMENDED.




- 2 -











	 	 	remedy is not obtained, Receiving Party shall furnish only that portion of the Confidential
Information which is legally required, and shall exercise all efforts required to obtain
confidential treatment for such information.
	 
	3.	 	The Confidential Information shall be used by Receiving Party for the sole purpose of the
engagement of the parties under the R&D Agreement.
	 
	4.	 	Receiving Party hereby acknowledges that the Confidential Information is highly
confidential, and undertakes that, at all times, it: (i) shall treat and maintain the
Confidential Information as confidential, and hold all such Confidential Information in
trust and in strict confidence, utilizing the same degree of care it uses to protect its own
confidential information, but in no event less than a reasonable degree of care; (ii) shall
not disclose the Confidential Information to any third party, whether or not for
consideration; (iii) shall not use the Confidential Information for any purpose other than
the limited purpose mentioned in Section 3 above, or exploit the Confidential Information
for its own benefit or for the benefit of anyone else, without the prior written consent of
Disclosing Party; and (iv) shall not make any copies of the Confidential Information without
the prior written consent of Disclosing Party.
	 
	5.	 	Receiving Party undertakes to hold all Confidential Information locked and to disclose
the Confidential Information only to those of its employees and consultants (provided, with
respect to such consultants, that disclosure to any consultant shall be made only after
receipt of written consent of the Disclosing Party) (each, a “Representative”) who have to
be so informed in order to ensure its proper evaluation, and provided that such
Representatives are bound by written confidentiality and non-use undertakings towards
Receiving Party which also apply to the Confidential Information disclosed to Receiving
Party under this Agreement. Receiving Party will be responsible for ensuring that the
obligations of confidentiality and non-use contained herein are observed by all
Representatives, and it represents that it has instituted policies and procedures which
provide such adequate protection for the Confidential Information. Without derogating from
the aforesaid, Receiving Party shall bear full responsibility for any harm caused to
Disclosing Party by disclosure to Representatives.
	 
	6.	 	To the extent that any portion of the Confidential Information contains proprietary and
confidential notices or legends, Receiving Party shall not remove such notices or legends,
and shall produce the same on each and every copy of the Confidential Information produced
by it.
	 
	7.	 	Upon Disclosing Party’s first demand, Receiving Party shall return to Disclosing Party
all Confidential Information, including all records, products and samples received, and any
copies thereof, as well as any notes, memoranda or other writings or documentation which
contain or pertain to the Confidential Information or any portion thereof, whether in its
possession or under its control, and shall erase all electronic records thereof, an shall so
confirm to Disclosing Party in writing.
	 
	8.	 	The Confidential Information and all right, title and interest therein will remain at all
times the exclusive property of Disclosing Party its parent companies, subsidiaries and/or
affiliates. Nothing hereunder may be construed as granting to Receiving Party any right,
warranty or license by implication or otherwise under any patent, copyright, know-how or
design rights, or other form of protection of industrial or intellectual property, or as
creating any obligation on the part of Disclosing Party to enter into any business
relationship whatsoever or to offer for sale any service or product.










 





- 3 -








	9.	 	Receiving Party recognizes, acknowledges and agrees that Disclosing Party may be
irreparably harmed if Receiving Party’s obligations and undertakings herein are not
specifically enforced, and that Disclosing Party would not have an adequate remedy at law in
the event of actual or threatened violation by Receiving Party of such obligations and
undertakings. Therefore, Receiving Party agrees that Disclosing Party shall be entitled to
seek and obtain an injunction, without bond, or to an appropriate decree of specific
performance or any other appropriate equitable relief.
	 
	10.	 	All of Disclosing Party’s rights hereunder and all of Receiving Party’s obligations and
undertakings hereunder shall be in full effect for the entire term of the R&DAgreement, and
for a period of 7 years after its termination, cancellation or expiration for any reason
whatsoever, so long as any information disclosed by Disclosing Party to Receiving Party
under this Agreement remains Confidential Information of Disclosing Party.
	 
	11.	 	The provisions of Section 10 of the R&D Agreement shall apply to this Agreement mutatis
mutandiss.





	 	 	 	 	 	 	 	 	 	 	 
	/s/ Erez Golan
     /s/ Michael Berman	 	 	 	/s/ Zvi Kochavi     /s/ Benjamin
Soffer	 	 
	 	 	 	 	 	 	 
	TopSpin Medical, Inc.  	 	Technion Research & Development	 	 
	 	 	 	 	 	 	Foundation Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	By:
	 	Erez Golan, Michael Berman	 	 	 	By:  Zvi Kochavi,  Benjamin Soffer	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	Title:

	 	CEO, Chairman	 	 	 	Title:	 	Head of Technion R&D Foundation
& Manager of Technology Transfer office	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	/s/
Aharon Blank
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Dr. Aharon Blank