The
        Rockefeller University

      


      License
        Agreement

      


      This
        Agreement (this "Agreement")is
        between The Rockefeller University, a New York nonprofit corporation
        ("Rockefeller"), and Rosetta Genomics, Ltd., an Israeli corporation ("Company").
        This
        Agreement will become effective on January 10, 2008 (the "Effective
        Date").

      


      BACKGROUND

      


      Rockefeller
        owns certain intellectual property developed by Dr. Thomas Tuschl relating
        to
        microRNA sequences. Rockefeller also owns certain applications for United
        States
        letters patent relating to the intellectual property. Company desires to
        obtain
        a nonexclusive license under the patent rights to exploit the intellectual
        property. Rockefeller has determined that the exploitation of the intellectual
        property by Company is in the best interest of Rockefeller and is consistent
        with its educational and research missions and goal.

      


      In
        consideration of the mutual obligations contained in this Agreement, and
        intending to be legally bound, the parties agree as follows:

      


      
        	1.	
                LICENSE

              


      

      


      1.1
        License
        Grant.
        Rockefeller grants to Company and its Affiliates a nonexclusive, world-wide
        license (the "License")
        to
        make,
        have made, use, import, sell, have sold and offer for sale Licensed Products
        in
        the Field of Use during the Term (as such terms may be defined in Sections
        1.2
        and 5.1). Licensee has no right to sublicense except as set forth in Section
        1.5. Rockefeller grants no other rights or licenses.

      


      1.2
        Related
        Definitions.

      


      The
        term
"Affiliate"
        means
        a
        legal entity that is controlling, controlled by or under common control with
        Company and that has executed either this Agreement or a written Joinder
        Agreement agreeing to be bound by all of the terms and conditions of this
        Agreement. For purposes of this Section 1.2, the word "control"
        means
        (x)
        the direct or indirect ownership of more than fifty percent (50%) of the
        outstanding voting securities of a legal entity, (y) the right to receive
        fifty
        percent (50%) or more of the profts or earnings of a legal entity, or (z)
        the
        right to determine the policy decisions of a legal entity.

      


      The
        term
"Licensed
        Products" means
        products that are made, made for, used, imported, sold, sold for or offered
        for
        sale by Company and its sublicensees and that either (i) in the absence of
        this
        Agreement, would infringe at least one Valid Claim of the Rockefeller Patent
        Rights, (ii) use a process or machine covered by a Valid Claim of Rockefeller
        Patent Rights, or (iii) use, at least in part, any Rockefeller Technical
        Information covered by a Valid Claim of Rockefeller Patent Rights.

      


      The
        term
"Rockefeller
        Patent Rights" means
        all
        patent rights represented by or issuing from: (a) the United States patent
        applications listed in Exhibit A; (b) any continuation, divisional and re-issue
        applications of (a); and (c) any foreign counterparts and extensions of (a)
        or
        (b).

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      The
        term
"Rockefeller
        Technical Information" means
        all
        the information contained in the patents and the patent applications listed
        in
        Exhibit A and any other technical information disclosed or referenced in
        Exhibit
        A.

      


      The
        term
"Field
        Of Use" means
        the
        sale and use of research products including use of such products in the
        provision of services to third parties. Specifically excluded from the Field
        of
        Use is any use for diagnostic or therapeutic purposes, whether said use is
        in
        vivo or in vitro.

      


      The
        term
"Valid
        Claim" means
        a
        claim in a pending or an issued, unexpired patent within the Rockefeller
        Patent
        Rights that (a) has not been finally cancelled, withdrawn, abandoned or rejected
        by any administrative agency or other body of competent jurisdiction, (b)
        has
        not been revoked, held invalid, or declared unpatentable or unenforceable
        in a
        decision of a court or other body of competent jurisdiction that is unappealable
        or unappealed within the time allowed for appeal, (c) has not been rendered
        unenforceable through disclaimer or otherwise, and (d) is not lost through
        an
        interference proceeding, provided, however, that any claim that has been
        pending
        for more than five (5) years after Company requests in writing that Rockefeller
        actively prosecute such claim (in the case of a claim to a specific micro
        RNA
        sequence by filing a divisional application specific to such sequence) shall
        cease to be a Valid Claim unless and until such claim is issued.

      


      1.3 Reservation
        of Rights by Rockefeller.
        Rockefeller reserves the right to use, and to permit other entities to use,
        the
        Rockefeller Patent Rights for all purposes.

      


      1.4 U.S.
        Government Rights.
        The
        parties acknowledge that the United States government retains rights in
        intellectual property funded under any grant or similar contract with a Federal
        agency. The License is expressly subject to all applicable United States
        government rights, including, but not limited to, any applicable requirement
        that products, which result from such intellectual property and are sold
        in the
        United States, must be substantially manufactured in the United States. At
        the
        request of Company, and at Company's expense, Rockefeller will assist Company
        in
        an effort to obtain a waiver of such requirement.

      


      1.5 Sublicenses.
        Company
        shall have no right to grant sublicenses under the license granted herein,
        unless such sublicense is granted as part of a license along with other
        substantial technology or patent rights of Licensee. Any such sublicense
        will be
        subject to each of the following conditions:

      


      (a) In
        each
        sublicense agreement, Company will (i) prohibit the sublicensee from further
        sublicensing, except for a further sublicense limited to the right to
        manufacture and distribute a Licensed Product developed by the sublicensee,
        and
        (ii) require the sublicensee to comply with the terms and conditions of this
        Agreement other than the payment and reporting obligations of
        Company.

      


      (b) Within
        thirty (30) days after Company enters into a sublicense agreement, Company
        will
        deliver to Rockefeller a complete and accurate copy of the entire sublicense
        agreement written in the English language. Rockefeller's receipt of the
        sublicense agreement, however, will constitute neither an approval of the
        sublicense nor a waiver of any right of Rockefeller or obligation of Company
        under this Agreement.

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      (c) In
        the
        event that company causes or experiences a bankruptcy event, all payments
        due to
        Company from its Affiliates or sublicensees under the sublicense agreement
        will,
        upon notice from Rockefeller to such Affiliate or sublicensee, become payable
        directly to Rockefeller for the account of Company. Upon receipt of any such
        funds, Rockefeller will remit to Company the amount by which such payments
        exceed the amounts owed by Company to Rockefeller.

      


      (d) Company's
        execution of a sublicense agreement will not relieve Company of any of its
        obligations under this Agreement. Company is primarily liable to Rockefeller
        for
        any act or omission of an Affiliate or sublicensee of Company that would
        be a
        breach of this Agreement if performed or omitted by Company, and Company
        will be
        deemed to be in breach of this Agreement as a result of such act or
        omission.

      


      
        	2	
                FEES
                  AND ROYALTIES

              


      

      


      2.1 License
        Initiation Fee.
        In
        partial consideration of the License. Company will pay to Rockefeller on
        the
        Effective Date a non-refundable license initiation fee of Forty Thousand
        Dollars
        (S 40,000).

      


      2.2 Minimum
        Royalties.
        In
        partial consideration of the License. Company will pay to Rockefeller, on
        each
        anniversary of the Effective Date, a minimum annual royalty of [***] Dollars
        ($[***]). Company's actual earned royalties payable to Rockefeller under
        Section
        2.4 may be credited against this minimum annual royalty for the following
        four
        Quarters.

      


      2.3 Progress
        Report.
        In
        addition, Company shall provide Rockefeller on each anniversary of the Effective
        Date with written progress reports discussing the development, evaluation,
        testing and commercialization of all Licensed Products.

      


      2.4 Earned
        Royalties.
        In
        partial consideration of the License, Company will pay to Rockefeller a royalty
        of [***] Percent ([***] %) of
        Net
        Sales during the Quarter.

      


      The
        term
"Quarter"
        means
        each three-month period beginning on January 1, April 1, July 1 and October
        1.

      


      The
        term
"Sale"
        means
        any
        bona fide transaction by Company or its sublicensees for which consideration
        is
        received or expected from an unaffiliated third party for the sale, use,
        lease,
        transfer or other disposition of a Licensed Product, and a sale is deemed
        completed at the time that Company or its sublicensees invoices, ships, or
        receives payment for a Licensed Product, whichever occurs first.

      


      The
        term
"Net
        Sales" means
        the
        consideration received from, or fair market value attributable to, each Sale,
        less Qualifying Costs directly attributable to a Sale and actually identified
        on
        the invoice and borne by Company or its sublicensees. Net Sales shall not
        include sales or transfer between Company and its Affiliates, unless the
        Licensed Product is consumed by the Affiliate. For purposes of determining
        Net
        Sales, the words "fair market value" mean the cash consideration that Company
        or
        its sublicensees would realize from an unrelated buyer in an arms length
        sale of
        an identical item sold in the same quantity and at the time and place of
        the
        transaction.

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      The
        term
"Qualifying
        Costs" means:
        (a) customary discounts in the trade for quantity purchased, prompt payment
        or
        wholesalers and distributors; (b) credits or refunds for claims or returns
        that
        do not exceed the original invoice amount; (c) prepaid outbound transportation
        expenses and transportation insurance premiums; and (d) sales and use taxes
        and
        other fees imposed by a governmental agency.

      


      2.5
        Stacking
        Protection.
        If
        Company becomes obligated to pay royalties to third parties for technology
        necessary to develop or manufacture a Licensed Product and the aggregate
        royalty
        rate owed by Company to all parties (including Rockefeller) to manufacture
        and
        sell a Licensed Product exceeds fourteen percent (14%), then the royalty
        rate
        payable to Rockefeller under Section 2.4 for such Licensed Product will be
        reduced pro rata, along with all third party royalty rates, so as to reduce
        the
        maximum aggregate royalty rate to ten percent (10%). A reduction of the royalty
        rate in Section 2.4 for one Licensed Product will not affect the royalty
        rate
        for another Licensed Product. Furthermore, no royalty reduction for a Licensed
        Product will apply unless all third party licensors for the Licensed Product
        agree to their respective pro rata royalty reductions.

      


      2.6 Payments
        Related to Combination Products.
        In the
        event that a Licensed Product is sold in combination with another product
        or
        products, which are not a Licensed Products, the amount of royalties and
        payments paid shall be based on the proportion of the value of such combination
        product reasonably attributable to the Licensed Product. In particular, if
        a
        Licensed Product contains or is designed to detect both microRNA sequences
        covered by a Valid Claim of Rockefeller Patent Rights and microRNA sequences
        that are not covered by a Valid Claim of Rockefeller Patent Rights, then
        Net
        Sales of such Licensed Product shall be multiplied by the ratio of (x) the
        number of microRNA sequences covered by a Valid Claim of Rockefeller Patent
        Rights in a given Licensed Product to (y) the total number of microRNA sequences
        included in such given Licensed Product to determine the portion of the value
        of
        the microRNA sequences in the combination product attributable to Rockefeller
        microRNA sequences.

      


      2.7 Royalty
        Floor. Notwithstanding Sections 2.5 and 2.6, in no event will the royalty
        rate payable to Rockefeller under Section 2.4 for any Licensed Product be
        reduced to less than [***] percent ([***]%) of Net
        Sales.

      


      2.8 Sublicense
        Fees.
        In
        partial consideration of the License, Company will pay to Rockefeller a
        sublicense fee of [***] percent ([***]%)
        of all
        payments and the fair market value of al other consideration of any kind
        received by Company from sublicensees during the Quarter, other than: (a)
        royalties paid to Company by a sublicensee based upon Sales or Net Sales
        by the
        sublicensee; (b) equity investments in Company by a sublicensee up to the
        amount
        of the fair market value of the equity purchased on the date of the investment;
        (c) loan proceeds paid to Company by a sublicensee in an arms-length, full
        recourse debt financing; and (d) future sponsored research funding paid to
        Company by a sublicensee in a bona fide transaction. Such sublicense fee
        sharing
        will be discountable in accordance
        with Section 2.6, however, in no event will the sublicense fee be reduced
        to
        less than [***] percent ([***]%) of the consideration received by the Company
        from the sublicensee.

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      2.9
        Most
        Favored Licensee.
        If
        Rockefeller grants a license under the Rockefeller Patent Rights which will
        permit such licensee to manufacture or sell for any use within the scope
        of the
        license granted in this Agreement at a lower royalty rate than that provided
        in
        this Agreement, then Rockefeller will promptly notify Company of such license.
        The notice will include all material terms and conditions of such license,
        including degree of non-exclusivity, duration, field, territory, audit rights,
        all fees, and royalty rates, and extend to Company the lower royalty rates
        along
        with all of the material terms and conditions of such license. In the event
        that
        Company elects to take the royalty rates and the material terms and conditions
        of such noticed license, the royalty rate and all material terms and conditions
        of such noticed license shall apply to Company upon the date Company provides
        Rockefeller with its written notice of such election.

      


      
        	3	
                REPORTS AND
                  PAYMENTS

              


      

      


      3.1 Royalty
        Reports.
        Within
        sixty (60) days after the end of each Quarter following first commercial
        Sale of
        a Licensed Product, Company will deliver to Rockefeller a report, certified
        by
        the chief financial officer of Company, detailing the calculation of all
        royalties and fees due to Rockefeller for such Quarter. The report will include,
        at a minimum: (a) the number of Licensed Products involved in Sales, listed
        by
        product, by country; (b) gross consideration invoiced, billed or received
        for
        Sales in the Quarter; (c) Qualifying Costs, listed by category of cost; (d)
        Net
        Sales, listed by product, by country; (e) royalties and fees owed to
        Rockefeller, listed by category, by product, by country; and (f) any applicable
        credits resulting from royalty credits.

      


      3.2 Payments.
        Company
        will pay all royalties due to Rockefeller under Section 2.4 within [***]
        days
        after the end of the Quarter in which the royalties or fees accrue.

      


      3.3 Records.
        Company
        will maintain, and cause its Affiliates and sublicensee to maintain, complete
        and accurate books and records to verify Sales, Net Sales, and all of the
        royalties, fees, and other payments payable under this Agreement. The records
        for each Quarter will be maintained for at least five (5) years after submission
        of the applicable report required under Section 3.1.

      


      3.4 Audit
        Rights.
        Upon
        reasonable prior written notice to Company, Company will provide Rockefeller
        accountants with access to all of the books and records required by Section
        3.3
        to conduct a review or audit of Sales, Net Sales, and all of the royalties,
        fees, and other payments payable under this Agreement. Access will be made
        available: (a) during normal business hours; (b) in a manner reasonably designed
        to facilitate Rockefeller's review or audit without unreasonable disruption
        to
        Company's business; and (c) no more than once each calendar year during the
        Term
        and for a period of five (5) years thereafter. Company will promptly pay
        to
        Rockefeller the amount of any underpayment determined by the review or audit
        plus accrued interest. If the review or audit determines that Company has
        underpaid any royalty payment by [***] percent ([***]%)
        or
        more,
        then Company will also promptly pay the costs and expenses of Rockefeller
        accountants in connection with the review or audit. In addition, once annual
        Sales of Licensed Products exceed [***] Dollars ($[***]), Company will conduct,
        at least once every two (2) years at its own expense, an independent audit
        of
        Sales, Net Sales, and all of the royalties, fees, and other payments payable
        under this Agreement. Promptly after completion of the audit, Company will
        provide to Rockefeller a copy of the report of the independent
        auditors.

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      3.5
        Information
        Rights.
        Company
        will provide to Rockefeller a copy of each annual report, proxy statement,
        10-K,
        10-Q and other material reports filed with the U.S. Securities and Exchange
        Commission.

      


      3.6 Currency.
        All
        dollar amounts referred to in this Agreement are expressed in United States
        dollars. All payments will be made in United States dollars. If Company receives
        payment from a third party in a currency other than United States dollars
        for
        which a royalty or fee is owed under this Agreement, then (a) the payment
        will
        be converted into United States dollars at the conversion rate for the foreign
        currency as published in the eastern edition of the Wall Street Journal as
        of
        the last business day of the Quarter in which the payment was received by
        Company, and (b) the conversion computation will be documented by Company
        in the
        applicable report delivered to Rockefeller under Section 3.1.

      


      3.7 Place
        of Payment.
        All
        payments by Company are payable to "The Rockefeller University" and will
        be made
        to the following addresses:

      


      
        	
                By
                  Electronic
                  Transfer:

              	
                By
                  Check:

              
	 	 
	
                JP
                  Morgan Chase Bank

                1166
                  Avenue of the Americas, 16th Floor

                New
                  York, NY 10036

                Swift
                  code: CHASUS33

                Account
                  #: [***]

                Routing
                  #: [***]

                Account
                  Name: [***]

                Reference:
                  [***]

              	
                The
                  Rockefeller University

                Office
                  of Technology Transfer

                502
                  Founders Hall

                1230
                  York Avenue

                New
                  York, NY 10065

              


      

       

      3.8
        Interest.
        All
        amounts that are not paid by Company when due will accrue interest from the
        date
        due until paid at a rate equal to [***] percent ([***]%)
        per
        month
        (or the maximum allowed by law, if less).

      


      
        	4	
                CONFIDENTIALITY
                  AND USE OF ROCKEFELLER'S
                  NAME

              


      

      


      4.1 Rockefeller's
        Confidential Information.
        The
        term "Confidential
        Information" includes
        all technical information, inventions, developments, discoveries, software,
        know-how, methods, techniques, formulae, data, processes, and other proprietary
        ideas, whether or not patentable, that Rockefeller identifies as confidential
        or
        proprietary at the time it is delivered or communicated to Company.

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      4.2 Company's
        Obligation.
        Company
        will maintain in confidence and not disclose to any third party any Confidential
        Information. Company will use the Confidential Information only for the purposes
        of this Agreement. Company will ensure that Company's employees have access
        to
        Confidential Information only on a need to know basis and are obligated in
        writing to abide by Company's obligations under this Agreement. The obligations
        under this Section 4.2 will not apply to: (a) information that is known to
        Company or independently developed by Company prior to the time of disclosure,
        in each case where the Confidential Information is a specific microRNA sequence,
        to the extent evidenced by written records promptly disclosed to Rockefeller
        upon receipt of the Confidential Information; (b) information that is disclosed
        to Company by a third party that has the right to make such disclosure; (c)
        information that becomes patented, published or otherwise part of the public
        domain as a result of acts by Rockefeller or a third party obtaining such
        information as a matter of right; or (d) information that is required to
        be
        disclosed by order of United States governmental authority or a court of
        competent jurisdiction, provided that Company must use its best efforts to
        obtain confidential treatment of such information by such agency or
        court.

      


      4.3 Disclaimer.
        Rockefeller is not obligated to accept any confidential information from
        Company, except for the reports required by Sections 2.3, 3.1 and 3.5.
        Rockefeller, acting through its Office of Technology Transfer and finance
        offices, will use its best efforts not to disclose to any third party outside
        of
        Rockefeller any confidential information of Company contained in those reports,
        subject to exceptions analogous to those contained in Section
        4.2(a) - (d) above. Rockefeller bears no institutional responsibility
        for maintaining the confidentiality of any other information of Company.
        Company
        may elect to enter into confidentiality agreements with individual investigators
        at Rockefeller that comply with Rockefeller's internal policies.

      


      4.4 Use
        of
        Rockefeller's Name.
        Company, its sublicensees, and their employees and agents may not use the
        name,
        logo, seal, trademark, or service mark (including any adaptation of them)
        of
        Rockefeller or any Rockefeller school, organization, employee, student or
        representative, without the prior written consent of Rockefeller.

      


      
        	5	
                TERM
                  AND TERMINATION

              


      

      


      5.1 Term.
        This
        Agreement will commence on Effective Date and terminate upon the later of:
        (a)
        the expiration or abandonment of the last patent to expire or become abandoned
        of the Rockefeller Patent Rights; or (b) if no patent ever issues from the
        Rockefeller Patent Rights, ten (10) years after the first commercial sale
        of the
        first Licensed Product (as the case may be, the "Term").

      


      5.2 Early
        Termination by Company.
        Company
        may terminate this Agreement at any time upon sixty (60) days prior written
        notice to Rockefeller after completing each of the following: (a) ceasing
        to
        make, have made, use, import, sell and offer for sale all Licensed Products,
        (b)
        terminating all sublicenses and causing all Affiliates and sublicensees to
        cease
        making, having made, using, importing, selling and offering for sale all
        Licensed Products; and (c) paying all amounts owed to Rockefeller under this
        Agreement through the date of termination.

      


      5.3 Early
        Termination by Rockefeller.
        Rockefeller may terminate this Agreement if: (a) Company is more than thirty
        (30) days late in paying to Rockefeller any amounts owed under this Agreement
        and does not immediately pay Rockefeller in full within ten (10) days upon
        demand; or (b) Company or its Affiliates or sublicensees breaches this Agreement
        and does not cure the breach within forty-five (45) days after written notice
        of
        the breach.

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      


      5.4
        Effect
        of Termination.
        Upon
        the termination of this Agreement for any reason: (a) the License terminates;
        (b) Company and its sublicensees will cease all making, having made, using,
        importing, selling and offering for sale all Licensed Products; (c) Company
        will
        pay to Rockefeller all amounts owed to Rockefeller through the date of
        termination under this Agreement; (c) Company will, at Rockefeller's request,
        return to Rockefeller all Confidential Information; and (d) in the case of
        termination under Section 5.3, all duties of Rockefeller and all rights (but
        not
        duties) of Company under this Agreement immediately terminate without further
        action required by either Rockefeller or Company.

      


      5.5
        Survival.
        Company's obligation to pay all amounts owed to Rockefeller under this Agreement
        will survive the termination of this Agreement for any reason. Articles 3,
        4, 5,
        8, 9 and Section 11.10 will survive the termination of this Agreement for
        any
        reason in accordance with their respective terms.

      


      
        	6	
                PATENT
                  MAINTENANCE AND
                  REIMBURSEMENT

              


      

      


      6.1
        Patent
        Maintenance.
        Rockefeller controls the preparation, prosecution and maintenance of the
        Rockefeller Patent Rights and the selection of patent counsel, with input
        from
        Company. Company will be copied on, and allowed to comment upon, all substantive
        issues in the patent prosecution.

      


      6.2
        Patent
        Reimbursement.
        Within
        thirty (30) days after the Effective Date, Company shall reimburse Rockefeller
        $[***] for
        a pro
        rata share of patent and licensing costs incurred prior to the Effective
        Date.
        Rockefeller will reimburse Company in the event the pro rata share is reduced
        due to Rockefeller's grant of additional licenses. Company shall pay a pro
        rata
        share, not to exceed [***]%, for all attorney fees, expenses, official fees
        and
        other charges incident to the preparation, prosecution, and maintenance of
        such
        patent applications and patents following the Effective Date.

      


      
        	7	
                INFRINGEMENT

              


      

      


      7.1 Notice.
        Company
        and Rockefeller will notify each other promptly of any infringement of the
        Rockefeller Patent Rights that may come to their attention. Company and
        Rockefeller will consult each other in a timely manner concerning any
        appropriate response to the infringement.

      


      7.2 Prosecution.
        Rockefeller may prosecute any infringement of the Rockefeller Patent Rights
        at
        Rockefeller's expense. If Rockefeller elects to prosecute such infringement,
        then financial recoveries will retained by Rockefeller in their
        entirety.

      


      7.3 Intervention.
        Rockefeller reserves the right to request Company to join in any litigation
        under Section 7.2. If Company elects to participate in any such litigation,
        then
        financial recoveries from any such litigation will be shared between Company
        and
        Rockefeller in proportion with their respective shares of the aggregate
        litigation expenditures.

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      7.4 Company
        Prosecution.
        If
        Rockefeller does not prosecute any infringement of the Rockefeller Patent
        Rights, Company may prosecute any infringement of the Rockefeller Patent
        Rights
        at Company's expense. Company must not settle or compromise any such litigation
        in a manner that imposes any obligations or restrictions on Rockefeller or
        grants any rights to the Rockefeller Patent Rights without Rockefeller's
        prior
        written permission. Financial recoveries from any such litigation will be:
        (a)
        first, applied to reimburse Company for its litigation expenditures; and
        (b)
        second, as to any remainder, retained by Company, but treated as Net Sales
        for
        the purpose of determining the royalties due to Rockefeller under Section
        2.4.

      


      7.5 Cooperation.
        In any
        litigation under this Article 7, either party, at the request and expense
        of the
        other party, will cooperate to the fullest extent reasonably possible. This
        Section 7.5 will not be construed to require either party to undertake any
        activities, including legal discovery, at the request of any third party,
        except
        as may be required by lawful process of a court of competent
        jurisdiction.

      


      
        	8	
                DISCLAIMER
                  OF WARRANTIES; LIMITATION OF
                  LIABILITIES

              


      

      


      8.1 Rockefeller
        and Company each represent that, to the best of their knowledge as of the
        Effective Date, they have the legal right and authority to enter into this
        Agreement and to perform all obligations hereunder. Rockefeller further
        represents that, to the best of the knowledge of the Office of Technology
        Transfer as of the Effective Date, the patent applications listed on Exhibit
        A
        have been assigned to Rockefeller by the inventors named therein and Rockefeller
        owns all right, title, and interest of such inventors in such patent
        applications.

      


      8.2 THE
        ROCKEFELLER PATENT RIGHTS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS,
        AND ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT ARE PROVIDED ON AN
        "AS
        IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ROCKEFELLER MAKES
        NO
        REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
        TO
        ANY WARRANTY OF ACCURACY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY, FITNESS
        FOR A PARTICULAR PURPOSE, COMMERCIAL UTILITY, NON-INFRINGEMENT OR TITLE.
        ROCKEFELLER WILL NOT BE LIABLE TO COMPANY, ITS SUCCESORS OR ASSIGNS, OR ANY
        THIRD PARTY WITH RESPECT TO ANY CLAIM: ARISING FROM COMPANY'S USE OF THE
        ROCKEFELLER PATENT RIGHTS, ROCKEFELLER TECHNICAL INFORMATION, LICENSED PRODUCTS
        OR ANY OTHER TECHNOLOGY LICENSED UNDER THIS AGREEMENT; ARISING FROM THE
        DEVELOPMENT, TESTING, MANUFACTURE, USE OR SALE OF LICENSED PRODUCTS; OR FOR
        LOST
        PROFITS, BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES
        OF
        ANY KIND.

      


      Portions
        of this Exhibit were omitted and have been filed separately with the Secretary
        of the Commission pursuant to the Company's application requesting confidential
        treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      


      
        	9	
                INDEMNIFICATION

              


      

    

    


    9.1 Indemnification.
      Company will defend, indemnify, and hold harmless Rockefeller, and its trustees,
      officers, faculty, agents, employees and students (each, an "Indemnified
      Party")from
      and
      against any and all liability, loss, damage, action, claim, or expense suffered
      or incurred by the Indemnified Parties, including attorneys' fees and expenses
      (collectively, "Liabilities"),
      arising
      out of or resulting from; (a) the development, testing, use, manufacture,
      promotion, sale or other disposition of any Rockefeller Patent Rights or
      Licensed Products by Company, sublicensees, vendors or third parties; (b) any
      material breach of this Agreement by Company or its sublicensees; and (c) the
      enforcement of this Article 9 by any Indemnified Party. Liabilities include,
      but
      are not limited to: (x) any product liability or other claim of any kind related
      to use by a third party of a Licensed Product that was manufactured, sold or
      otherwise disposed of by Company, sublicensees, vendors or third parties; (y)
      a
      claim by a third party that the Rockefeller Patent Rights or the design,
      composition, manufacture, use, sale or other disposition of any Licensed Product
      infringes or violates any patent, copyright, trade secret, trademark or other
      intellectual property right of such third party; and (z) clinical trials or
      studies conducted by or on behalf of Company, its Affiliates, sublicensees,
      assignees or vendors or third parties relating to the Rockefeller Patent Rights
      or the Licensed Products, such as claims by or on behalf of a human subject
      of
      any such trial or study.

    


    9.2 An
      Indemnified Party entitled to be indemnified pursuant to 9.1 shall promptly
      notify the Company in writing, of any claim or demand with reasonable
      specificity, which the Indemnified Party has determined has given or is
      reasonably likely to give rise to a right of indemnification under this
      Agreement within 45 days of such determination; provided, however, that a
      failure to provide such notice shall not relieve Company of its obligations
      hereunder except to the extent that it has been materially prejudiced by such
      failure. If the Indemnified Party shall notify Company of any claim or demand
      pursuant to this Section 9.2, and if such claim or demand relates to a claim
      or
      demand asserted by a third party against the Indemnified Party that Company
      acknowledges is a claim or demand for which it must indemnify or hold harmless
      the Indemnified Party, the Company shall have the right to employ counsel of its
      choice to defend any such claim or demand asserted against the Indemnified
      Party
      provided that Company provides the Indemnified Party with a copy of the claim,
      answer to the claim, periodic updates (including papers filed or served) as
      requested by the Indemnified Party, an opportunity to review documents to be
      served and/or to be filed on behalf of the Indemnified Party with adequate
      time
      to allow the Indemnified Party sufficient opportunity for review and comment
      before such documents are served and/or filed and the final papers resolving
      the
      matter. The Indemnified Party shall have the right to employ counsel of its
      choice in the defense of any such claim or demand at its own expense. Company
      shall notify the Indemnified Party in writing, as promptly as possible (but
      in
      any case ten (10) business days before the due date for the answer or response
      to a claim) after the date of the notice of claim given by the Indemnified
      party
      to Company under this Section 9.2, of its election to defend in good faith
      any
      such third party claim or demand. So long as Company is defending in good faith
      any such claim or demand asserted by a third party against the Indemnified
      Party, the Indemnified Party shall not settle or compromised such claim or
      demand without Company's approval. The Indemnified Party shall make available
      to
      Company or its agents, at Company's cost, all relevant records and other
      material in the Indemnified Party's possession relating to any third party
      claim
      or demand.

     

    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company's application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    9.3
      Other
      Provisions.
      Company
      will not settle or compromise any claim or action giving rise to Liabilities
      in
      any manner that imposes any restrictions on obligations on Rockefeller or grants
      any rights to the Rockefeller Patent Rights or the Licensed Products without
      Rockefeller's prior written consent. If Company fails or declines to assume
      the
      defense of any claim or action within thirty (30) days after notice of the
      claim
      or action, then Rockefeller may assume the defense of such claim or action
      for
      the account and at the risk of Company, and any Liabilities related to such
      claim or action will be conclusively deemed a liability of Company. The
      indemnification rights of the Indemnified Parties under this Article 9 are
      in
      addition to all other rights that an Indemnified Party may have at law, in
      equity or otherwise.

    


    
      	10	
              INSURANCE

            


    

    


    10.1 Coverages.
      Company
      will procure and maintain insurance policies for the following coverages with
      respect to personal injury, bodily injury and property damage arising out of
      Company's performance under this Agreement: (a) during the Term, comprehensive
      general liability, including broad form and contractual liability, in a minimum
      amount of $[***] combined single limit per occurrence and in the aggregate;
      and
      (b) prior to the
      sale
      of the
      first
      Licensed Product, product liability coverage, in a minimum amount of $[***]
      combined single limit per occurrence and in the aggregate. The required minimum
      amounts of insurance do not constitute a limitation on Company's liability
      or
      indemnification obligations to Rockefeller under this Agreement.

    


    10.2 Other
      Requirements.
      The
      policies of insurance required by Section 10.1 will be issued by an insurance
      carrier with an A.M. Best rating of "A" or better and will name Rockefeller
      as
      an additional insured with respect to Company's performance under this
      Agreement. Company will provide Rockefeller with insurance certificates
      evidencing the required coverage within thirty (30) days after the commencement
      of each policy period and any renewal periods. Each certificate will provide
      that the insurance carrier will notify Rockefeller in writing at least thirty
      (30) days prior to the cancellation or material change in coverage.

    


    
      	11	
              ADDITIONAL
                PROVISIONS

            


    

    


    11.1 Independent
      Contractors.
      The
      parties are independent contractors. Nothing contained in this Agreement is
      intended to create an agency, partnership or joint venture between the parties.
      At no time will either party make commitments or incur any charges or expenses
      for or on behalf of the other party.

    


    11.2 No
      Discrimination.
      Neither
      Rockefeller nor Company will discriminate against any employee or applicant
      for
      employment because of race, color, sex, sexual or affectional preference, age,
      religion, national or ethnic origin, handicap, or veteran status.

    


    11.3 Compliance
      with Laws.
      Company
      must comply with all prevailing laws, rules and regulations that apply to its
      activities or obligations under this Agreement. For example, Company will comply
      with applicable United States export laws and regulations. The transfer of
      certain technical data and commodities may require a license from the applicable
      agency of the United States government and/or written assurances by Company
      that
      Company will not export data or commodities to certain foreign countries without
      prior approval of the agency. Rockefeller does not represent that no license
      is
      required, or that, if required, the license will issue.

     

    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company's application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    11.4
      Modification,
      Waiver and Remedies.
      This
      Agreement may only be modified by a written amendment that is executed by an
      authorized representative of each party. Any waiver must be express and in
      writing. No waiver by either party of a breach by the other party will
      constitute a waiver of any different or succeeding breach. Unless otherwise
      specified, all remedies are cumulative.

    


    11.5 Assignment.
      Company
      may not assign this Agreement or any part of it, either directly or by merger
      or
      operation of law, without the prior written consent of Rockefeller, except
      that
      Company may assign this Agreement and the rights, obligations and interests
      of
      Company, in whole, to any of its Affiliates, to any purchaser of all of its
      capital stock or assets or to any successor corporation resulting from any
      merger or consolidation of Company with or into such corporation; each of which
      will agree in writing to be legally bound by this Agreement. Rockefeller will
      not unreasonably withhold or delay its consent, provided that: (a) at least
      thirty (30) days before the proposed transaction, Company gives Rockefeller
      written notice and such background information as may be reasonably necessary
      to
      enable Rockefeller to give an informed consent; (b) the assignee agrees in
      writing to be legally bound by this Agreement; and (c) the assignee agrees
      to
      deliver to Rockefeller an updated Progress Report within forty-five (45) days
      after the closing of the proposed transaction. Any permitted assignment will
      not
      relieve Company of responsibility for performance of any obligation of Company
      that has accrued at the time of the assignment. Any prohibited assignment will
      be null and void.

    


    11.6 Notices.
      Any
      notice or other required communication (each, a "Notice")
      must
      be
      in writing, addressed to the party's respective Notice Address listed on the
      signature page, and delivered: (a) personally; (b) by certified mail, postage
      prepaid, return receipt requested; (c) by recognized overnight courier service,
      charges prepaid; or (d) by facsimile. A Notice will be deemed received: if
      delivered personally, on the date of delivery; if mailed, five (5) days after
      deposit in the United States mail; if sent via courier, one (1) business day
      after deposit with the courier service; or if sent via facsimile, upon receipt
      of confirmation of transmission provided that a confirming copy of such Notice
      is sent by certified mail, postage prepaid, return receipt
      requested.

    


    11.7 Severability
      and Reformation.
      If any
      provision of this Agreement is held to be invalid or unenforceable by a court
      of
      competent jurisdiction, then the remaining provisions of this Agreement will
      remain in full force and effect. Such invalid or unenforceable provision will
      be
      automatically revised to be a valid or enforceable provision that comes as
      close
      as permitted by law to the parties' original intent.

    


    11.8 Headings
      and Counterparts.
      The
      headings of the articles and sections included in this Agreement are inserted
      for convenience only and are not intended to affect the meaning or
      interpretation of this Agreement. This Agreement may be executed in several
      counterparts, all of which taken together will constitute the same
      instrument.

     

    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company' s application requesting
      confidential treatment under Rule 24b-2 of the Securities Exchange Act of
      1934.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    11.9
      Governing
      Law.
      This
      Agreement will be governed in accordance with the laws of the State of New
      York,
      without giving effect to the conflict of law provisions of any
      jurisdiction.

    


    11.10
      Dispute
      Resolution.
      If a
      dispute arises between the parties concerning any right or duty under this
      Agreement, then the parties will confer, as soon as practicable, in an attempt
      to resolve the dispute. If the parties are unable to resolve the dispute
      amicably, then the parties will submit to the exclusive jurisdiction of, and
      venue in, the state and Federal courts located in the State of New York with
      respect to all disputes arising under this Agreement.

    


    11.11
      Integration.
      This
      Agreement, together with all attached Exhibits contain the entire agreement
      between the parties with respect to the Rockefeller Patent Rights and the
      License and supersede all other oral or written representations, statements,
      or
      agreements with respect to such subject matter.

    


    Each
      party has caused this Agreement to be executed by its duly authorized
      representative.

    


    
      	
              THE
                ROCKEFELLER
                UNIVERSITY

            	 	
              ROSETTA
                GENOMICS, LTD.

            	 
	 	 	 	 	 	 
	
              By:

            	
              /s/
                John Tooze 

            	 	
              By:

            	/s/
              Tamir Kazaz	 
	
              Name:

            	
              John
                Tooze

            	 	
              Name:

            	Tamir
              Kazaz	 
	
              Title:
                

            	
              Vice
                President

            	 	
              Title:
                

            	CEO	 
	 	
              Scientific
                and Facilities Operations

            	 	 	 	 


    

     

    
      	
              Address:

            	 	
              Address:

            
	 
              	 
              	 
              	 
              	 
              
	 	
              The
                Rockefeller University

              Office
                of Technology Transfer

              1230
                York Avenue

              502
                Founders Hall

              New
                York, NY 10065

            	 	
              Rosetta
                Genomics, Ltd.

              675
                US Highway One

              Suite
                B119

              North
                Brunswick, NJ 08902

            
	 	 	 	 	 
	
              Required
                copy to:

            	 	 	 
	 	 	 	 	 
	 	
              The
                Rockefeller University 

              Office
                of General Counsel 

              1230
                York Avenue, Box 81 

              New
                York, NY 10065

            	 	 	 


    

    


    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company's application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    Rockefeller
      Patent Rights

    


    ·
      [***]

     

    [***]


    6
      sequences

    


    ·
      [***]

     

    [***]

    


    11
      sequences

    


    ·
      [***]

     

    [***]

    


    11
      CMV sequences

     

    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company's application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    
[***]

    


    15
      KSHV sequences

    


    [***]

    


    5
      EBV sequences

    


    ·
      [***]

     

    [***]

    


    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company's application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    [***]

    


    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company's application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    [***]

    


    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company's application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    [***]

    


    130
      sequences

    


    Portions
      of this Exhibit were omitted and have been filed separately with the Secretary
      of the Commission pursuant to the Company's application requesting confidential
      treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

    
      
        
        

      

      
        18