Exhibit
10.18


 


Exemption
from Liability and Indemnification Agreement


 


This
Exemption from Liability and indemnification Agreement (this "Agreement") is made as of ________, 2015, by and
between BiondVax Pharmaceuticals Ltd. (the "Company) and __________________ I.D. No. ___________ (the "Indemnitee").


 


WHEREAS
the Company desires to attract and retain qualified directors and officers and to provide them with protection against liability
and expenses incurred while acting in that capacity; and


 


WHEREAS
Indemnitee is director or officer of the Company;


 


WHEREAS
among other, the Company has taken actions to complete an initial public offering in the U.S. in order to register and issue Company's
securities in a U.S. stock exchange;


 


WHEREAS
the Company agrees to indemnify Indemnitee upon certain occurrences all under the terms of this Agreement.


 


Now,
therefore, the parties agree as follows:


 


		1.	Exemption
                                         from Liability



 


The
Company hereby exempts Indemnitee from any liability, partial or full, towards it due to any damage it shall incur and/or that
had incurred, whether directly or indirectly, due to a breach of your duty of caution towards the Company.


 


		2.	Indemnity



 


		2.1.	The
                                         Company hereby undertakes to indemnify Indemnitee to the greatest extent possible under
                                         applicable law against any liability or expense, as set forth hereafter, that shall be
                                         imposed on you and/or that you shall incur as a result of an action that you committed
                                         or that you shall commit In Israel, United States of America or other county in the world,
                                         by virtue of you being an officer in the Company or its representative and at its request,
                                         subject to the provisions and limits set forth in this Agreement, as follows:



 


		●	A
                                         financial obligation imposed on Indemnitee in favor of another person by a court judgment,
                                         including a compromise judgment or an arbitrator's award approved by court;
	 	 	 
		●	Reasonable
                                         litigation expenses, including attorney's fees, expended by Indemnitee, in an investigation
                                         or proceeding instituted against him by an authorized authority, pursuant to which no
                                         indictment was filed against him and no monetary liability was imposed on him as an alternative
                                         to a criminal proceeding, for a crime which does not require a finding of mens rea (criminal
                                         intent).
	 	 	 
		●	Reasonable
                                         litigation expenses, including attorney's fees, expended by Indemnitee or charged to
                                         him by a court, in a proceeding instituted against him by the Company or on its behalf
                                         or by another person, or in a criminal charge from which he was acquitted, or in any
                                         criminal proceeding of a crime which does not require proof of mens rea.
	 	 	 
		●	Expenses
                                         expended by Indemnitee or imposed on him in connection to administrative proceedings
                                         involving him, including attorney fees.
	 	 	 
		●	A
                                         payment which Indemnitee is obligated to make to an injured party as set forth in Section
                                         52(54) of the Israeli Securities Law, 1968, as amended (the "Securities Law").
                                         
	 	 	 
		●	Any
                                         other monetary liability or other expense that the Company is permitted by law to indemnify
                                         Indemnitee. 



 






    	 



    	 



    

 


		2.2.	General
                                         Limitation on Indemnity 



 


If
the Indemnitee would not be permitted to be so indemnified as provided under this Agreement according to a final judicial determination
which all rights of appeal therefore have been exhausted or lapsed, the Company shall be entitled to be reimbursed by Indemnitee
for all such amounts therefore paid. Indemnitee's obligation to reimburse the Company for any advance expenses or other sums paid
thereunder shall be unsecured and no interest shall be charged thereon.


 


		2.3.	Other
                                         limitation on Indemnity



 


		●	The
                                         Company undertakes to indemnify Indemnitee with respect to Section 2.1 above, and in
                                         accordance with the terms of this Agreement up to an amount which shall not exceed 25%
                                         of the Company's net assets based on the most recently audited or reviewed financial
                                         statements prior to actual payment of the indemnification amount. 
	 	 	 
		●	Indemnitee
                                         shall not be entitled to indemnification under Section 2.1, for financial obligations
                                         imposed arising from any of the following: (i) a breach of the duty of fiduciary by Indemnitee,
                                         except, to the extent permitted by law, for a breach of the duty of fiduciary by the
                                         Indemnitee to the Company, a subsidiary or an affiliate to the Company while acting in
                                         good faith and having reasonable cause to assume that such act would not prejudice the
                                         interests of the Company, subsidiary or affiliate, as applicable, or (ii) a violation
                                         of the Indemnitee's duty of care towards the Company, which was committed intentionally
                                         or recklessly, except if it was done in negligence only; or (iii) an act committed with
                                         the intention to realize a personal unlawful profit; or (iv) a fine or monetary penalty
                                         imposed on Indemnitee (excluding a fine or monetary penalty imposed pursuant to the conviction
                                         of a crime which requires the proof of mens rea (criminal intent); or (v) a counterclaim
                                         made by the Company or in its name in connection with a claim against the Company filed
                                         by Indemnitee, other than (a) by way of defense or by way of third party notice in connection
                                         with claim brought against the Indemnitee, or (b) in specific cases in which the Company's
                                         Board of Directors has approved the initiation or bringing of such suit by Indemnitee,
                                         which approval shall not be unreasonably withheld. 
	 	 	 
		●	The
                                         indemnification amount actually paid shall be limited to those amounts not covered by
                                         the Company's directors and officers insurance policy (the "D&O" Policy"),
                                         such that Indemnitee will not be entitled to payment from the Company for amounts which
                                         Indemnitee has actually obtained under the D&O Policy. 
	 	 	 
		●	Subject
                                         to the provisions of Section 2.3, the indemnification hereunder will, in each case, cover
                                         all sums of money that the Indemnitee will be obligated to pay, in those circumstances
                                         for which indemnification is permitted under the law. 
	 	 	 
		●	The
                                         Company will be entitled to reimbursement of amounts collected from a third party in
                                         connection with liabilities indemnified hereunder. Such reimbursement shall not exceed
                                         the amount the Company has paid to the Indemnitee. 



 


		2.4.	Limitation
                                         of Categories of Claims. The indemnification pursuant to Section 2.1 above, shall
                                         only relate to liabilities arising in connection with acts or omissions of Indemnitee
                                         in respect of the following events and circumstances which are deemed by the Company's
                                         Board of Directors to be foreseeable at the date hereof; 



 


		●	The
                                         offering of securities by the Company and/or by a shareholder thereof to the public in
                                         Israel, the U.S. or any other country in the world and/or to private investors or the
                                         offer by the Company to purchase securities from the public in such territories and/or
                                         from private investors or other holders pursuant to a prospectus, agreements, notices,
                                         reports, tenders and/or other proceedings;
	 	 	 
		●	Occurrences
                                         in connection with investments in or by the Company and/or subsidiary and/or affiliate
                                         in other corporations whether before and/or after the investment is made, entering into
                                         the transaction, the execution, development and monitoring thereof, including actions
                                         taken by the Indemnitee in the name of the Company and/or subsidiary and/or affiliate
                                         as a director, officer, employee and/or board observer of the corporation which is the
                                         subject of the transaction and the like;



 






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		●	The
                                         sale, purchase and holding of negotiable securities or other investments for or in the
                                         name of the company and/or subsidiary and/or affiliate;
	 	 	 
		●	Actions
                                         in connection with the merger of the Company and/or any Subsidiary and/or any affiliate
                                         with or into another entity;
	 	 	 
		●	Actions
                                         in connection with the sale of the operations, assets and/or business, or part thereof,
                                         of the Company and/or Subsidiary and/or affiliate, and all transactions as defined in
                                         Section 1 to the Israeli Companies Law, 1999 (the "Companies Law");
	 	 	 
		●	Without
                                         derogating from the generality of the above, actions in connection with the purchase
                                         or sale of companies, legal entities or assets, licensing or acquisition of rights in
                                         products, assets or technologies of other persons or legal entities, and the sale, licensing
                                         or grant of license in the same to other persons or legal entities, and the division
                                         or consolidation thereof;
	 	 	 
		●	Actions
                                         taken in connection with labor relations and/or employment matters (including employment-related
                                         benefits) in the Company and/or subsidiary and/or affiliate and trade relations of the
                                         Company and/or subsidiary and/or affiliate, including with employees, independent contractors,
                                         customers, suppliers and various service providers;
	 	 	 
		●	Actions
                                         in connection with the developing, testing and manufacturing of products (including a
                                         third party’s products, solutions and technologies) by the Company and/or subsidiary
                                         and/or affiliate or in connection with the distribution, sale, license or use of such
                                         products, solutions or technologies, and management of projects whether of the Company
                                         and/or subsidiary and/or affiliate and/or any third party;
	 	 	 
		●	Actions
                                         relating to the promotion, offering and/or support of the products, solutions and technologies
                                         in the fields of operation of the Company, any of its subsidiaries or affiliates as shall
                                         exist from time to time.
	 	 	 
		●	Actions
                                         taken in connection with the intellectual property of the Company and/or subsidiary and/or
                                         affiliate and its protection, including the registration or assertion of rights to intellectual
                                         property and the defense of claims related to intellectual property or any claim or demand
                                         made for actual or alleged infringement, misappropriation, or misuse of any third party's
                                         intellectual property rights by the Company, its subsidiaries or affiliates, including
                                         without limitation confidential information, patents, copyrights, design rights, service
                                         marks, trade secrets, copyrights, and misappropriation of ideas by the Company, its subsidiaries
                                         or affiliates;
	 	 	 
		●	Actions
                                         taken pursuant to or in accordance with the policies and procedures of the Company and/or
                                         subsidiary and/or affiliate, that have been decided upon, whether such policies and procedures
                                         are published or not, and actions relating to the operations and management of the Company
                                         and/or of any subsidiaries and/or affiliates.
	 	 	 
		●	Occurrences
                                         resulting from the Company’s and/or subsidiary’s and/or affiliate’s
                                         status as a public company, and/or from the fact that the Company’s securities
                                         were offered to the public and/or are traded on a stock exchange, whether in the U.S.
                                         or elsewhere;
	 	 	 
		●	Any
                                         claim or demand made by any lenders or other creditors or for monies borrowed by, or
                                         other indebtedness of, the Company and\or subsidiary and/or any affiliate.



 






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		●	Any
                                         claim or demand made by any third party suffering any personal injury or damage to business
                                         or personal property through any act or omission attributed to the Company or its subsidiaries
                                         or its affiliates, or their respective employees, agents or other persons acting or allegedly
                                         acting on their behalf.
	 	 	 
		●	Any
                                         claim or demand made by suppliers, contractors or other third parties transacting any
                                         form of business with the Company in the ordinary course of their respective businesses,
                                         relating to the negotiations or performance of such transactions, representations or
                                         inducements provided in connection thereto or otherwise.
	 	 	 
		●	Any
                                         claim or demand made in connection with any transaction not in the ordinary course of
                                         business of either the Company or the party making such claim (including any transaction
                                         with directors or officers of the Company or any controlling shareholder of the Company).
	 	 	 
		●	Any
                                         claim or demand made directly or indirectly in connection with complete or partial failure,
                                         by the Company and\or subsidiary and/or affiliate, or their respective directors, officers
                                         and employees, to pay, report, keep applicable records or otherwise, any federal, state,
                                         municipal or foreign taxes or other mandatory payments of any nature whatsoever, including,
                                         without limitation, income, sales, use, transfer, excise, value added, registration,
                                         severance, stamp, occupation, customs, duties, real property, personal property, capital
                                         stock, social security, unemployment, disability, payroll or employee withholding or
                                         other withholding, including any interest, penalty or addition thereto, whether disputed
                                         or not.
	 	 	 
		●	Any
                                         actions or decisions relating to insurance matters and/or risk management of the Company.
	 	 	 
		●	The
                                         filing of a report and/or announcement required by the Companies Law and/or any securities
                                         law which is applicable or may be applicable to the Company from time to time, including
                                         the U.S. Securities Laws, including the regulations pertaining to these laws, the Israeli
                                         Securities Law - 1968, and/or according to rules and/or regulations adopted by the NASDAQ
                                         or any other stock exchange and/or securities market and/or any law of any other country
                                         pertaining to these issues and/or the failure to file such a report and/or announcement,
                                         and/or actions relating to tender offers of the Company, including actions relating to
                                         delivery of opinions in relation thereto.
	 	 	 
		●	Any
                                         decision regarding a distribution, as defined in the Companies Law, including a distribution
                                         pursuant to a court order, and/or repurchase of shares or returns of capital or loans
                                         of the Company.
	 	 	 
		●	Any
                                         actions in connection with the change in the Company's structure and/or a reorganization
                                         of the Company, including any arrangement between the Company and its shareholders and/or
                                         creditors according to the Companies Law, and/or any decision relating to these issues
                                         including, but not limited to, a change in the Company's capital, the establishment of
                                         subsidiaries and/or their liquidation or sale, and/or all allotments or distributions.
	 	 	 
		●	Approval
                                         of corporate actions, including the approval of acts of the Company's management, its
                                         guidance and its supervision.
	 	 	 
		●	Any
                                         claim or demand made in connection with any expression of opinion or saying made in good
                                         faith during the course of performance of duties and in connection with the performance
                                         of duties, including during meetings of the board of directors or committees of the Company;



 






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		●	Any
                                         administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand
                                         letters, directives, claims, liens, investigations, proceedings or notices of noncompliance
                                         or violation by any governmental entity (in Israel or abroad), including the Office of
                                         the Chief Scientist or the Investment Center of the Israeli Ministry of Industry and
                                         Commerce, the Israeli Antitrust Authority or the Israel Securities Authority, or other
                                         person alleging the failure to comply with any statute, law, ordinance, rule, regulation,
                                         order or decree of any governmental entity applicable to the Company and/or Subsidiary,
                                         or any of their respective businesses or operations.
	 	 	 
		●	Any
                                         claim or demand made by purchasers, holders, lessors or other users of products of the
                                         Company, for damages, losses or personal injuries related to such products.
	 	 	 
		●	Any
                                         claim or demand made in connection with any preparation or formulation of work plans,
                                         including pricing, marketing, distribution, instructions to employees, customers and
                                         suppliers, and collaboration with competitors.
	 	 	 
		●	Any
                                         acts in regard of invasion of privacy, participation and/or non-participation at Board
                                         meetings and/or voting and/or abstention from voting at Board meetings, approval of corporate
                                         actions, claims of failure to exercise business judgment.
	 	 	 
		●	Claims
                                         of failure to exercise business judgment and a reasonable level of proficiency, expertise
                                         and care in regard of the Company's business.
	 	 	 
		●	Violations
                                         of laws requiring the Company to obtain regulatory and governmental licenses, permits
                                         and authorizations in any jurisdiction.
	 	 	 
		●	Decisions
                                         and/or actions relating to environmental compliance, including pollution, contamination
                                         and hazardous materials.
	 	 	 
		●	Granting
                                         of liens on Company assets and granting guarantees on behalf of the Company.
	 	 	 
		●	Claims
                                         in connection with publishing or providing any information, including any filings with
                                         governmental authorities in the U.S., Israel and elsewhere, on behalf of the Company,
                                         in the circumstances required under applicable laws.
	 	 	 
		●	Claims
                                         in connection with the preparation, approval or providing of any annual or quarterly
                                         financial statements, profit and loss statements, balance sheets and similar financial
                                         information or forecasts.
	 	 	 
		●	Any
                                         of the forgoing actions or decisions relating or otherwise applicable to any subsidiary
                                         or affiliate of the Company, as may exist from time to time.
	 	 	 
		●	Any
                                         claim or demand, not covered by any of the categories of events described above, which,
                                         pursuant to any applicable law, a director or officer of the Company may be held liable
                                         to any government or agency thereof, or any person or entity, in connection with actions
                                         taken by such director or officer in such capacity.



 


		2.5.	Indemnification
                                         Procedure.



 


		●	The
                                         Indemnitee shall notify the company if any claim is brought against him in respect which
                                         indemnity may be sought under this Agreement. 
	 	 	 
		●	The
                                         Indemnitee shall promptly notify the Company of any legal proceedings initiated and of
                                         all possible or threatened legal proceedings without delay following first becoming aware
                                         thereof, and the Indemnitee shall deliver to the Company, or to such person as it shall
                                         advise, without delay all documents received in connection with these proceedings. Similarly,
                                         the Indemnitee must advise the Company on an ongoing and current basis concerning all
                                         events which the Indemnitee suspects may give rise to the initiation of legal proceedings
                                         against the Indemnitee. Notice to the Company shall be directed to the Chief Executive
                                         Officer with a copy to the General Counsel and the Chief Financial Officer of the Company
                                         as per Section 2.14 hereof, or if the Indemnitee is then the Chief Executive Officer
                                         of the Company, such notice shall be directed to the Chairman of the Board and the other
                                         addressees.



 






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		●	The
                                         Company will be entitled to participate therein at its own expense or to assume the defense
                                         thereof and to employ counsel reasonably satisfactory to Indemnitee. Indemnitee shall
                                         have the right to employ its own counsel in connection with any such Claim and to participate
                                         in the defense thereof, but the fees and expenses of such counsel shall be at the expense
                                         of Indemnitee unless: (i) the Company shall not have assumed the defense of the Claim,
                                         or (ii) the named parties to any such action (including any impleaded parties) include
                                         both Indemnitee and the Company, and Indemnitee shall have reasonably concluded that
                                         joint representation is inappropriate under applicable standards of professional conduct
                                         due to a conflict of interest between Indemnitee and the Company, in either of which
                                         events reasonable fees and expenses of such counsel to Indemnitee shall be borne by the
                                         Company. However, in no event will the Company be obligated to pay the fees or expenses
                                         of more than one firm of attorneys representing Indemnitee in connection with any one
                                         Claim or separate but substantially similar or related Claims in the same jurisdiction
                                         arising out of the same general allegations or circumstances. For the avoidance of doubt,
                                         in the case of criminal proceedings the Company and/or the attorneys as aforesaid will
                                         not have the right to plead guilty in Indemnitee’s name or to agree to a plea-bargain
                                         in his name without his prior written consent. Furthermore, in a civil proceeding (whether
                                         before a court or as a part of a compromise arrangement), the Company and/or its attorneys
                                         will not have the right to admit to any occurrences that are not indemnifiable pursuant
                                         to this Agreement and/or pursuant to law, without Indemnitee’s prior written consent.
                                         However, the aforesaid will not prevent the Company and/or its attorneys as aforesaid,
                                         with the approval of the Company, to come to a financial arrangement with a plaintiff
                                         in a civil proceeding without Indemnitee’s consent so long as such arrangement
                                         will not be an admittance of an occurrence not fully indemnifiable pursuant to this Agreement
                                         and/or pursuant to law and further provided that any such settlement or arrangement does
                                         not impose on Indemnitee any liability or limitation.
	 	 	 
		●	The
                                         Company shall not be liable to indemnify Indemnitee for any amounts paid in settlement
                                         of any Claim effected without the Company's written consent. Indemnitee shall give the
                                         Company such information and cooperation as may be required.
	 	 	 
		●	The
                                         Indemnitee will fully cooperate with the Company and/or any attorney as aforesaid in
                                         every reasonable way as may be required within the context of their conduct of such legal
                                         proceedings, including but not limited to the execution of power(s) of attorney and other
                                         documents, provided that the Company shall cover all costs incidental thereto such that
                                         the Indemnitee will not be required to pay the same or to finance the same himself.
	 	 	 
		●	Upon
                                         Indemnitee's written request to the Company to indemnify him in accordance with the provisions
                                         of this Agreement, the Company will take all necessary action in accordance with the
                                         law to indemnify the Indemnitee and will act to receive all required approvals for such
                                         indemnification, if so required. If such required shall not be obtained by the Company,
                                         them such payment of unapproved indemnification will be subject to the approval of the
                                         requisite court of law, and the Company will take necessary action to obtain such court's
                                         approval. 



 






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		2.6.	Subrogation.
                                         In the event of payment under this Agreement from Company to Indemnitee, the Company
                                         shall be subrogated to the extent of such payment to all of the rights of recovery of
                                         Indemnitee, who shall execute all documents reasonably required and shall do everything
                                         that may be reasonably necessary to secure such rights, including the execution of such
                                         documents necessary to enable the Company effectively to bring suit to enforce such rights. 



 


		2.7.	Partial
                                         Indemnification. If Indemnitee is entitled under any provision of this Agreement
                                         to indemnification by the Company for some or a portion of the expenses actually or reasonably
                                         incurred by Indemnitee in connection with a Claim or Claims, but not, however, for the
                                         total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion
                                         of such expenses to which Indemnitee is entitled. 



 


		2.8.	Other
                                         Indemnification. the Company will not indemnify Indemnitee for any liability with
                                         respect to which Indemnitee has received payment by virtue of an insurance policy or
                                         other indemnification agreement, other than for amounts, which are in excess of the amount
                                         paid to Indemnitee pursuant to such policy or agreement and other than a deductible payable
                                         by the Indemnitee under an insurance policy or indemnification agreement.



 


		2.9.	Collection
                                         from a Third Party. The Company will be entitled to any amount collected from a third
                                         party in connection with a Claim or Claims actually indemnified hereunder by the Company. 



 


		2.10.	Non-Exclusivity.
                                         The rights of the Indemnitee hereunder shall not be deemed exclusive of any other rights
                                         he may have under the Company’s Articles of Association or applicable law or otherwise,
                                         and to the extent that during the indemnification period hereunder the rights of the
                                         then existing directors and officers are more favorable to such directors or officers
                                         than the rights currently provided thereunder or under this Agreement to Indemnitee,
                                         Indemnitee shall be entitled to the full benefits of such more favorable rights.



 


		2.11.	Severability.
                                         Each of the provisions of this Agreement is a separate and distinct agreement and
                                         independent of the others, so that if any provision hereof shall be held to be invalid
                                         or unenforceable for any reason, such invalidity or unenforceability shall not affect
                                         the validity or enforceability of the other provisions hereof. If such invalid or unenforceable
                                         undertaking may be modified or amended so as to be valid and enforceable as a matter
                                         of law, such undertaking will be deemed to have been modified or amended, and any competent
                                         court or arbitrator are hereby authorized to modify or amend such undertaking, so as
                                         to be valid and enforceable to the maximum extent permitted by law.



 


		2.12.	Termination
                                         of Services. For the avoidance of doubt, the Company will indemnify Indemnitee even
                                         if at the relevant Time of Indebtedness Indemnitee is no longer a director or officer
                                         of the Company or of a Subsidiary or a director, officer and/or board observer of an
                                         Affiliate, as applicable, provided, that the obligations are in respect of actions taken
                                         by the Indemnitee while serving as a director, officer and/or board observer, as aforesaid,
                                         and in such capacity.



 


		2.13.	Further
                                         Assurances. The parties will do, execute and deliver, or will cause to be done, executed
                                         and delivered, all such further acts, documents and things as may be reasonably required
                                         for the purpose of giving effect to this Agreement and the transactions contemplated
                                         hereby. Notwithstanding anything to the contrary, if for the validation of any of the
                                         undertakings in this Agreement any act, resolution, approval or other procedure is required,
                                         the Company undertakes to cause them to be done or adopted in a manner which will enable
                                         the Company to fulfill all its undertakings as aforesaid.



 


		2.14.	Notice.
                                         All notices, requests, demands and other communications under this Agreement shall be
                                         in writing and shall be deemed duly given (i) if delivered by hand or by fax or other
                                         means of electronic communication and receipted for by the party addressee, on the date
                                         of such receipt, or (ii) if mailed by certified or registered mail with postage prepaid,
                                         on the third business day after the date postmarked.



 


		2.15.	Entire
                                         Agreement; Amendments. This Agreement constitutes the entire agreement between the
                                         parties with respect to its subject matter, and supersedes and cancels all prior agreements,
                                         proposals, representations and communications between the parties regarding the subject
                                         matter hereof. No amendment, modification, termination or cancellation of this Agreement
                                         shall be effective unless it is in writing and signed by the parties hereto.



 






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		2.16.	Binding
                                         Effect; No Assignment. This Agreement shall be binding upon Indemnitee and the Company,
                                         their successors and assignees, and shall inure to the benefit of Indemnitee, his heirs,
                                         personal representatives and assignees and to the benefit of the Company, its successors
                                         and assignees. Indemnitee shall not assign or otherwise transfer his rights under this
                                         Agreement and any attempt to assign or transfer such rights shall be deemed null and
                                         void. 



 


		2.17.	Governing
                                         Law; Jurisdiction. This Agreement shall be interpreted and enforced in accordance
                                         with the laws of the State of Israel, without regard to their rules of conflict of laws,
                                         and any dispute arising from or in connection with this Agreement is hereby submitted
                                         to the sole and exclusive jurisdiction of the competent courts in Tel Aviv, Israel.



 


		2.18.	Construction.
                                         The undertakings of the parties pursuant to this Agreement shall be widely construed
                                         and in a manner designated to give them effect, to the fullest extent permissible under
                                         law. In the event of any contradiction between the provisions of this Agreement and any
                                         provision of law that is not dispositive or which cannot be amended, the provision of
                                         law shall prevail but the same shall not impair or derogate from the validity of the
                                         other provisions hereunder. 



 


		2.19.	Counterpart
                                         Signatures. This Agreement may be executed in counterparts, both of which when taken
                                         together shall be considered one and the same agreement and shall become effective when
                                         counterparts have been signed by each party and delivered to the other party, it being
                                         understood that two parties need not sign the same counterpart. In the event that any
                                         signature is delivered by facsimile or PDF transmission, such signature shall create
                                         a valid and binding obligation of the party executing (or on whose behalf such signature
                                         is executed) the same with the same force and effect as if such facsimile or PDF signature
                                         page were an original thereof.



 






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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.


 


BiondVax
Pharmaceuticals Ltd.


 


	Name:	 	 	 	 
	Title:	 	 	 	 


 


 


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