Exhibit 10.40


 


AMENDMENT
TO LICENSE AGREEMENT


 


This
agreement (the “Amendment”) is entered into on May 4, 2020 (the “Effective Date”), by and
between Resdevco Research and Development Company Ltd., reg. no. 510422223 (the “Licensor”) and Wize Pharma Ltd.,
reg. no. 520033259 and/or OcuWize Ltd. reg.no. 515241511, the former name of which is Star Night Technologies Ltd. (the “Licensee”)
(the Licensor and the Licensee shall be collectively referred to hereinafter as the “Parties”).


 


WHEREAS,
the Licensor and the Licensee have entered into that certain Exclusive Distribution and Licensing Agreement dated May 1, 2015
and to subsequent amendments thereto (collectively referred to hereunder as the “License Agreement”), setting
forth the terms and conditions of the license and distribution rights granted by the Licensor to the Licensee in the territory
of the United States of America (the “Territory”); and


 


WHEREAS,
the Parties wish to amend and update certain obligations and time frames which were previously agreed in the License Agreement.


 


NOW
THEREFORE, the Parties hereby declare and agree as follows:


 


		1.	Immediate
                                         Termination:



 


		1.1	Notwithstanding
anything to the contrary in the License Agreement, if (i) within 3 months after the receipt by Licensee of the Pre-IND, or (ii)
in case of proven inability to receive Pre-IND as a direct result of COVID-19 epidemic, in both cases not later than December
31, 2020, Licensee provides the Licensor with a written notice of Licensee’s decision to terminate the License Agreement for any
reason, the License Agreement shall be terminated immediately upon the receipt of such notice by Licensor without any additional
written notice (the “Termination Right”). For the sake of clarity, to the extent the Termination Right is exercised
as aforesaid before the end of 2020 no minimum royalty fee shall be due from the Licensee for the year 2021.



 


		1.2	If
                                         Licensee does not exercise the Termination Right by December 31st, 2020, then,
                                         subject to Licensee’s obligations under the License Agreement (as amended among
                                         others on November 8, 2019), the Termination Rights (including the foregoing limitation
                                         of 3 months) shall apply until December 31, 2021 (the “Extended Termination
                                         Right”). For the sake of clarity, to the extent the Extended Termination Right
                                         is exercised as aforesaid before the end of 2021 no minimum royalty fee shall be due
                                         from the Licensee for the year 2022.



 


“Pre-IND”
means pre-IND consultation with FDA and receiving the FDA feedback.


 


		2.	Survival
                                         of Terms.



 


For
the avoidance of doubt, the provisions of the License Agreement which by their nature are intended to survive termination or expiration
of the License Agreement shall survive the termination pursuant to Section 1 of this Amendment, including without limitation Article
16.18 to the License Agreement and all Articles indicated therein (the “Surviving Obligations”).


 


		3.	Termination
                                         Conditions.



 


Without
derogating from the said in Section 2 above, and as a condition of Licensor’s consent to waive its right for 180 days’ prior termination
notice, it is expressly agreed that immediately upon termination of the License Agreement:


 


		(a)	Licensee
will strictly comply with the provisions of the License Agreement regarding revert of all rights and transfer of all proprietary,
confidential and other information related to the business conducted under the License Agreement from Licensee to Licensor pursuant
to Article 11.3 of the License Agreement, as well as any and all registration files, drug files, authorizations, technical data,
preclinical and clinical data, toxicological and pharmacological data, scientific data, and any other information, documentation
or results obtained or possessed by Licensee, relating to any business conducted by Licensee in connection with the License Agreement
and/or any registration proceedings conducted in the Territory.



 






     


     


    

 


		(b)	Licensee
                                         will use its best efforts to assist Licensor in finding a third-party willing to take
                                         Licensee’s place and comply to the greatest extent with the provisions of the License
                                         Agreement.



 


		(c)	For
                                         the avoidance of doubt, the provisions of penalty payments under Article 12.3 of the
                                         License Agreement shall expressly apply with respect to the termination of the License
                                         Agreement pursuant to Section 1 of this Amendment.



 


		(d)	Licensor
                                         shall be free and have full power and discretion to engage with any person and to enter
                                         into any agreement for the grant of any right and interest previously granted under the
                                         License Agreement, explicitly or implicitly, and Licensee will have no claims in this
                                         regard.



 


		4.	Miscellaneous.



 


		(a)	Without
                                         derogating from the Licensee’s Surviving Obligations, Licensee forever waives, releases
                                         and discharges Licensor from any and all claims, causes of action, demands, liabilities,
                                         damages, obligations and debts, of every kind and nature, whether known or unknown, suspected
                                         or unsuspected, that Licensee had in past, currently has or will have in future in connection
                                         with the License Agreement or otherwise.



 


		(b)	This
                                         Amendment constitutes the entire understanding and agreement between the Parties with
                                         regard to the subject matter hereof and supersedes any and all prior discussions, agreements
                                         and correspondence with regard to the subject matter hereof.



 


		(c)	Except
                                         as explicitly provided in this Amendment, this Amendment shall not derogate from or amend
                                         the provisions of the License Agreement, and it shall remain in full force and effect
                                         throughout their terms.



 


		(d)	Any
                                         amendment of this Amendment and any waiver of any of the terms or conditions thereof
                                         may be made only in in written agreement executed by both Parties.



 


IN
WITNESS WHEREOF, the Parties have entered into this Amendment as of the date written above.


 


	/s/ Prof.
    S. Dikstein	 	/s/ Noam
    Danenberg
	Resdevco
    Research and Development  	 	Wize
    Pharma Ltd.
	Company
    Ltd.  	 	OcuWize
    Ltd.
	 	 	 	 	 
	By:	Prof.
    Shabtay Dikstein	 	By:	Noam
    Danenberg
	Title:	CEO	 	Title:	CEO