Filed by sedaredgar.com - Mabcure Inc - Exhibit 10.5






ESCROW AGREEMENT 

THIS AGREEMENT made as of the 7th day of July, 2008. 

AMONG: 


  
    
      MABCURE INC., a corporation organized under the
        laws of Nevada, having an address at 3702 South Virginia Street, Suite
        G12 – 401, Reno, Nevada 89502, USA 

      (the "Company") 

    

  



AND: 


  
    
      DR. AMNON GONENNE, a businessman having an address
        at c/o Unit 6 – The Court Yard, Gaulby Lane, Stoughton, Leicester
        LE2 2FL, UK 

      (the "Executive") 

    

  



AND: 


  
    
      CLARK WILSON LLP, barristers and solicitors, with
        an office at 800 – 885 West Georgia Street, Vancouver, British Columbia
        V6C 3H1, Canada 

      (the "Escrow Agent") 

    

  



WHEREAS: 

	A. 	
      The Company and the Executive are parties to an agreement
      for the purchase and sale of intellectual property and the issuance of
      shares dated January 10, 2008 (the "Purchase Agreement") pursuant
      to which the Executive has been issued 6,409,600 shares in the common
      stock of the Company (the "Subject Shares");

	 	 
	B. 	
      Pursuant to Section 8 of the Purchase Agreement, the
      parties hereto have agreed that the Company shall deliver a share
      certificate representing all of the Subject Shares to the Escrow Agent,
      which shall be held in escrow and released in accordance with the
      provisions set forth herein; and

	 	 
	C. 	
      The Escrow Agent has agreed to accept, hold and release
      the Subject Shares deposited with it pursuant to the Purchase Agreement,
      and the distributions of securities of the Company in respect thereof, in
      accordance with the provisions set forth
herein.







- 2 - 

NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration (the
receipt and sufficiency of which are hereby acknowledged), the parties hereto
covenant and agree as follows: 

1.                    
INTERPRETATION 

1.1                  
Definitions. Terms used as defined terms and not otherwise defined herein
shall have the meanings ascribed thereto in Purchase Agreement. The following
terms shall have the following meanings when used herein: 

	 	(a) 	
      "cause" shall have the meaning ascribed thereto in
      the Employment Agreement;

	 	 	 
	 	(b) 	
      "Certificates" means, collectively, the Share
      Certificate and the certificates representing the Dividend
    Securities;

	 	 	 
	 	(c) 	
      "change of control of the Company" means as the
      amalgamation, arrangement, merger, consolidation or other combination of
      the Company with another entity pursuant to which the shareholders of the
      Company immediately before such amalgamation, agreement, merger,
      consolidation or other combination do not own securities of the successor
      or continuing entity which would entitle them to cast more than 50% of the
      votes attaching to all common shares in the capital of the successor or
      continuing entity immediately thereafter;

	 	 	 
	 	(d) 	
      "Closing" means the closing of the purchase and
      sale contemplated by the Purchase Agreement;

	 	 	 
	 	(e) 	
      "Disability" shall have the meaning ascribed
      thereto in the Employment Agreement;

	 	 	 
	 	(f) 	
      "Dividend Securities" shall have the meaning
      ascribed thereto in Section 3.1 hereof;

	 	 	 
	 	(g) 	
      "Employment Agreement" means the employment
      agreement of even date entered in to between the Company and the
      Executive;

	 	 	 
	 	(h) 	
      "Employment Term" means the period of 18 months
      commencing on the date of the Closing;

	 	 	 
	 	(i) 	
      "Escrow Fund" means the Subject Shares deposited
      with and held by the Escrow Agent hereunder and includes the Dividend
      Securities;

	 	 	 
	 	(j) 	
      "Escrow Period" means the period of two years
      commencing on the date of the Closing;

	 	 	 
	 	(k) 	
      "Executive Services" means the services to be
      provided by the Executive pursuant to the Employment
  Agreement;







- 3 - 

	 	(l) 	
      "Share Certificate" means a certificate
      representing the Subject Shares issued to and registered in the name of
      the Executive pursuant to the Purchase Agreement; and

	 	 	 
	 	(m) 	
      "Vesting Shares" shall have the meaning ascribed
      thereto in Section 4.1 hereof.



1.2                  
General. In this Agreement: 

	 	(a) 	
      the headings have been inserted for convenience of
      reference only and in no way define, limit, or enlarge the scope or
      meaning of the provisions of this Agreement;

	 	 	 
	 	(b) 	
      all references to any party, whether a party to this
      Agreement or not, shall be read with such changes in number and gender as
      the context or reference requires;

	 	 	 
	 	(c) 	
      when the context hereof makes it possible, the word
      "person" includes in its meaning any firm and any body corporate or
      politic; and

	 	 	 
	 	(d) 	
      notwithstanding any other provision of the Purchase
      Agreement, if a conflict or inconsistency exists between a provision of
      this Agreement and a provision of the Purchase Agreement, the provisions
      of this Agreement shall prevail.



2.                    
DEPOSIT INTO ESCROW 

2.1                  
At the Closing, the Company shall deliver the Share Certificate to the Escrow
Agent to be held in escrow by the Escrow Agent in accordance with the terms and
subject to the conditions set forth herein. 

2.2                  
At the Closing, the Executive shall deliver to the Escrow Agent a duly executed
power of attorney to transfer the Subject Shares (and the Dividend Securities)
in the form attached hereto as Schedule "A", in respect of the Subject Shares
represented by the Share Certificate, which power of attorney, if still in the
possession of the Escrow Agent, shall be returned by the Escrow Agent to the
Executive upon the final release by the Escrow Agent to the Vendor of the
Subject Shares from escrow. Without limiting the generality of the foregoing,
the Executive hereby appoints the Escrow Agent, without any further act of the
Executive, as the agent and attorney-in-fact for and on behalf of the Executive
in respect of the Subject Shares represented by the Share Certificate. 

3.                    
ESCROW PROVISIONS 

3.1                  
Holding of Escrow Fund. The Escrow Agent shall hold the Share Certificate
and certificates representing any shares or other securities of the Company
issued or distributed by the Company in respect of the Subject Shares during the
Escrow Period (the "Dividend Securities") for the Escrow Period, subject
to the provisions hereof. 

3.2                  
Completion of the Escrow Period. Subject to the provisions of Section 4
hereof, upon the expiration of the Escrow Period, the Escrow Agent shall
deliver, without further notice to or directions from the Company, to the
Executive the Certificates representing the Vesting Shares that have vested
pursuant to the provisions of Section 4.1 hereof (and the 




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Dividend Securities in respect thereof) remaining in the Escrow
Fund. Notwithstanding the forgoing, if written notice of protest is made by the
Company or the Executive to any action contemplated by the Escrow Agent under
this Agreement, and such notice sets out reasons for such protest, the Escrow
Agent may at its sole discretion continue to hold any or all of the Subject
Shares (and Dividend Securities) until the right to the Subject Shares (and
Dividend Securities) is conclusively determined by a court of competent
jurisdiction or otherwise. 

3.3                  
Authorization. The Escrow Agent is hereby authorized by each of the
Company and the Executive to make the releases and deliveries required by
Section 3.2 hereof. 

3.4                  
Proxy Materials. Notwithstanding any provision of the Purchase Agreement,
the parties hereto agree that the Escrow Agent shall not be obliged to deliver
copies of any proxy solicitation materials received by it to the Executive; and
the Company agrees that, during the Escrow Period, it shall attend to the
delivery of any proxy solicitation materials to the Executive. 

3.5                  
Voting Rights. While the Subject Shares are held in escrow, the Executive
may exercise the voting rights attached thereto and shall be entitled to
participate in distributions of dividends and securities of the Company made in
respect of such Subject Shares; provided, however, that all distributions of
shares or securities of the Company shall be held in escrow by the Escrow Agent
pursuant to the provisions hereof. 

4.                    
VESTING OF THE SUBJECT SHARES 

4.1                  
The Executive agrees and acknowledges that his entitlement and title to 75% of
the Subject Shares (i.e. 4,807,200 shares, as adjusted to include any Dividend
Securities distributed in respect thereof; the "Vesting Shares") shall be
earned in three 6-month intervals (each an "Interval") from the Closing
(i.e. 1,602,400 shares, as adjusted to include any Dividend Securities
distributed in respect thereof at the end of each Interval) and the Executive
shall only be entitled to the aggregate amount of the Vesting Shares if he
continues to be retained by the Company to provide the Executive Services for
the continuous period of the Employment Term. For further certainty, and without
limiting the generality of the foregoing, if the Employment Agreement is
terminated before the end of the Employment Term, then the number of Vesting
Shares that the Executive shall be entitled to, shall be a pro rata amount,
calculated as a percentage of the completed amount of the Employment Term from
the Closing to the end of the most recently completed Interval. Notwithstanding
any other provision hereof, the Executive hereby acknowledges and agrees that,
in the event that any of the Vesting Shares shall not be vested to the Executive
pursuant to the terms hereof, the Escrow Agent is hereby authorized and directed
to deliver such shares to the Company for cancellation and return to
treasury.

4.2                  
Notwithstanding the foregoing, if, prior to the expiration of the Employment
Term: (a) the Company terminates the services of the Executive without "cause";
or (b) in the event of a change of control of the Company, then all the Vesting
Shares not yet vested shall vest immediately. Furthermore, and notwithstanding
the foregoing, if, prior to the expiration of the Employment Term, the Executive
is unable to provide the Executive Services, 




- 5 - 

by reason of his death or Disability, then the number of
Vesting Shares that would have vested at the next proceeding Interval shall vest
immediately. 

5.                   
 ESCROW AGENT 

5.1                  
The Company and the Executive shall, jointly and severally, from time to time,
and at all times hereafter, well and truly to save, defend and keep harmless and
fully indemnify the Escrow Agent and its successors and assigns from and against
all loss, costs, charges, suits, demands, claims, damages and expenses
(collectively, the "Claims") which the Escrow Agent and its successors
and assigns may at any time or times hereafter bear, sustain, suffer or be put
unto for or by reason or on account of its acting pursuant to this Agreement or
anything in any manner relating thereto or by reason of the Escrow Agent's
compliance in good faith with the terms hereof; provided, however, that no
indemnity need be paid if such Claims were directly caused by the Escrow Agent’s
gross negligence or wilful misconduct as determined by a court of law. 

5.2                  
If case proceedings should hereafter be taken in any court respecting the
Subject Shares (or the Dividend Securities), the Escrow Agent shall not be
obliged to defend any such action or submit its rights to the court until it has
been indemnified by other good and sufficient security in addition to the
indemnity given in Section 5.1 hereof against its costs of such proceedings.


5.3                  
The Escrow Agent shall not be bound in any way or by any contract or agreement,
verbal, written or otherwise, between the other parties hereto whether or not it
has notice thereof or of its terms and conditions and the only duty, liability
and responsibility of the Escrow Agent to the other parties hereto with respect
to the subject matter hereof shall be to hold the Subject Shares (and the
Dividend Securities) as set forth herein and to deliver the same to such persons
and other such conditions as are set forth herein or directed in writing by all
the other parties hereto. Without limiting the generality of the foregoing, the
Escrow Agent shall have no duty, liability or responsibility to any of the other
parties hereto or their successors or assigns in respect of the loss of all or
any of the Subject Shares (or the Dividend Securities), except the duty to
exercise in the performance of its obligations hereunder such care, diligence
and skill that a reasonably prudent person would exercise in comparable
circumstances. The Escrow Agent may act on the advice of legal counsel, but
shall not be responsible for acting or failing to act on the advice of legal
counsel. 

5.4                  
The Escrow Agent shall not be required to pass upon the sufficiency of any of
the Subject Shares (or the Dividend Securities) or the notices delivered to the
Escrow Agent hereunder or to ascertain whether or not the person or persons who
have executed, signed or otherwise issued or authenticated the said documents
have authority to so execute, sign or authorize, issue or authenticate the said
documents or any of them, or that they are the same persons named therein or
otherwise to pass upon any requirement of such instruments that may be essential
for their validity, but it shall be sufficient for all purposes under this
Agreement insofar as the Escrow Agent is concerned that the said documents are
deposited with it as specified herein by the other parties hereto. 




- 6 - 

5.5                  
Notwithstanding any other provision hereof, in the event that any or all of the
Subject Shares (or the Dividend Securities) are attached, garnished or levied
upon under any court order, or if the delivery of such property is stayed or
enjoined by any court order or if any court order, judgment or decree is made or
entered affecting such property or affecting any act by the Escrow Agent, the
Escrow Agent may, in its sole discretion, obey and comply with all writs,
orders, judgments or decrees so entered or issued, whether with or without
jurisdiction, notwithstanding any provision of this Agreement to the contrary.
If the Escrow Agent obeys and complies with any such writs, orders, judgments or
decrees, it shall not be liable to any of the other parties hereto or to any
other person, form or corporation by reason of such compliance, notwithstanding
that such writs, orders, judgments or decrees may be subsequently reversed,
modified, annulled, set aside or vacated. 

5.6                  
Except as otherwise provided herein, the Escrow Agent is authorized and directed
to disregard in its sole discretion any and all notices and warnings which may
be given to it by any of the other parties hereto or by any other person, firm,
association or corporation. It shall, however, at its sole discretion, obey the
order, judgment or decree of any court of competent jurisdiction, and it is
hereby authorized to comply with and obey such orders, judgments or decrees and
in case of such compliance, it shall not be liable by reason thereof to any of
the other parties hereto or to any other person, firm, association or
corporation, even if thereafter any such order, judgment or decree may be
reversed, modified, annulled, set aside or vacated. 

5.7                  
Notwithstanding any other provision hereof, if the Escrow Agent receives any
valid court order contrary to the provisions of this Agreement, the Escrow Agent
may continue to hold any or all of the Subject Shares (and the Dividend
Securities) until the lawful determination by a court of competent jurisdiction
or otherwise of the issue between the other parties hereto. 

5.8                  
The Escrow Agent may resign as the escrow agent hereunder by giving not less
than ten (10) days written notice thereof to the Company and the Executive. The
Company and the Executive may terminate the Escrow Agent by giving not less than
ten (10) days written notice to the Escrow Agent. The resignation or termination
of the Escrow Agent shall be effective, and the Escrow Agent shall cease to be
bound by this Agreement, on the date that is ten (10) days after the date of
receipt of the termination notice given hereunder or on such other date as the
Company, Executive and the Escrow Agent may agree upon. All indemnities granted
to the Escrow Agent hereunder shall survive: (a) the termination of this
Agreement; or (b) the termination or resignation of the Escrow Agent for
whatever reason. In the event of termination or resignation of the Escrow Agent,
the Escrow Agent shall, within that ten (10) days notice period, deliver the
Subject Shares, the Dividend Securities and any other property in the Escrow
Fund to the new the escrow agent to be named by the Company and the Executive.


5.9                  
Notwithstanding any other provision hereof, the Escrow Agent may act upon any
written instructions given jointly by the Company and the Executive. 

5.10                 Notwithstanding
any other provision hereof, if any dispute arises between any of the parties
hereto with respect to this Agreement or any matters arising in respect thereof,
the Escrow Agent may in its sole discretion deliver and interplead the Subject
Shares and the Dividend Securities into court and such delivery and
interpleading shall be an effective discharge to the Escrow Agent of all of its
obligations hereunder. 




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6.                   
 FEES 

6.1                  
The Company shall pay all of the compensation of the Escrow Agent in accordance
with the standard billable rates charged by the Escrow Agent, from time to time,
and shall reimburse the Escrow Agent for any and all reasonable expenses,
disbursements and advances made by the Escrow Agent in the performance of its
duties hereunder, including, but not limited to, reasonable fees, expenses and
disbursements incurred by its counsel. 

7.                    
GENERAL 

7.1                  
Except as otherwise provided herein, no subsequent alteration, amendment,
change, or addition to this Agreement shall be binding upon the parties hereto
unless reduced to writing and signed by the parties hereto. 

7.2                  
This Agreement shall enure to the benefit of and be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
assigns. Nothing in this Agreement, express or implied, is intended to confer
upon any party other than the parties hereto or their respective successors and
assigns any rights, remedies, obligations, or liabilities under or by reason of
this Agreement, except as expressly provided in this Agreement. 

7.3                  
The parties hereto shall execute and deliver all such further documents, do or
cause to be done all such further acts and things, and give all such further
assurances as may be necessary to give full effect to the provisions and intent
of this Agreement. 

7.4                  
This Agreement shall be governed by and construed in accordance with the laws of
the Province of British Columbia and the federal laws of Canada applicable
therein. 

7.5                  
The parties hereto agree that irreparable damage would occur in the event that
any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise breached. It is accordingly agreed that
the parties hereto shall be entitled to an injunction or injunctions to prevent
breaches of this Agreement and to enforce specifically the provisions of this
Agreement, this being in addition to any other remedy to which they are entitled
under this Agreement. 

7.6                  
Any notice required or permitted to be given under this Agreement shall be in
writing and may be given by delivering, sending by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy, or sending by prepaid registered mail, the notice to the following
address:

	 	(a) 	
      If to the Company:

	 	 	 
	 		
      3702 South Virginia Street, Suite G12 – 401
 Reno,
      Nevada 89502 
USA

	 	 	 
	 		
      Attention: President







- 8 - 

	 		
      Telephone:       (775)
      338-2598
      
Facsimile:          (775)
      201-1499

	 	 	 
	 	(b) 	
      If to the Executive:

	 	 	 
	 		
      c/o Unit 6 – The Court Yard, Gaulby Lane 
Stoughton,
      Leicester LE2 2FL

	 		
      UK

	 	 	 
	 		
      Telephone:      
       (604) 805-4653
      
Facsimile:         
       (604) 731-5856

	 	 	 
	 	(c) 	
      If to the Escrow Agent:

	 	 	 
	 		
      Clark Wilson LLP

	 		
      800 – 885 West Georgia Street 
Vancouver, British
      Columbia V6C 3H1 
Canada

	 	 	 
	 		
      Attention: Jonathan C. Lotz

	 	 	 
	 		
      Telephone:          
      (604) 687-5700
      
Facsimile:             
      (604) 687-6314



(or to such other address as any party may specify by notice in
writing to another party). Any notice delivered or sent by electronic facsimile
transmission or other means of electronic communication capable of producing a
printed copy on a business day shall be deemed conclusively to have been
effectively given on the day the notice was delivered, or the electronic
communication was successfully transmitted, as the case may be. Any notice sent
by prepaid registered mail shall be deemed conclusively to have been effectively
given on the third business day after posting; but if at the time of posting or
between the time of posting and the third business day thereafter there is a
strike, lockout, or other labour disturbance affecting postal service, then the
notice shall not be effectively given until actually delivered. 

7.7                  
The Company and the Executive acknowledge that the Escrow Agent is legal counsel
to the Company and in respect of the purchase and sale contemplated by the
Purchase Agreement and acknowledge and agree that the Escrow Agent may,
notwithstanding that it also acts as Escrow Agent pursuant to this Agreement,
continue to act as legal counsel to the Company during the term of this
Agreement and before and after any assignment of the Escrow Agent’s rights and
obligations hereunder to a successor escrow agent. The Escrow Agent shall be
deemed not to be in a conflict by virtue of the Escrow Agent holding the Escrow
Fund or performing its duties hereunder. 

7.8                  
All costs and expenses of or incidental to the transactions contemplated in this
Escrow Agreement are to be assumed and paid by the Company. 

7.9                  
Time is of the essence of this Agreement. 




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7.10                 This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties hereto and delivered
to the other parties hereto, it being understood that all parties hereto need
not sign the same counterpart. This Agreement may be executed by delivery of
executed signature pages by fax and such fax execution shall be effective for
all purposes. 

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

 

The Company: 

MABCURE INC. 

Per: /s/ Yapp Moi Lee 

	SIGNED, SEALED and DELIVERED by 	) 	 
	DR. AMNON GONENNE in the presence 	) 	 
	of: 	) 	 
	  	) 	 
	  	) 	 
	/s/ Itshak Zivan 	) 	/s/ Amnon Gonenne 
	Signature 	) 	DR. AMNON GONENNE 
	Itshak Zivan 	) 	 
	Print Name 	) 	 
	Yahalom 12, Caesarea, Israel 38889 	) 	 
	Address 	) 	 
	Businessman 	) 	 
	Occupation 	) 	 


 

The Escrow Agent: 

CLARK WILSON LLP 

Per:      /s/ Bernard Pinsky

Name: Bernard Pinsky 
Title:   Partner 




SCHEDULE "A" 

Power of Attorney to Transfer Shares 

FOR VALUE RECEIVED __________________________ hereby sells,
assigns and transfers unto 

____________________________________________________________________________________________

(Name of Transferee) 

____________________________________________________________________________________________

(Address of Transferee) 

__________________________ shares in the common stock of
MABCURE INC., a corporation organized and existing under the State of Nevada
(the "Corporation"), standing in his name on the books of the Corporation, which
shares are represented by Certificate (s) No (s) 
__________________________ and does hereby irrevocably constitute and appoint
THE NEVADA AGENCY AND TRUST COMPANY as his attorney in-fact, to transfer the
said shares on the books of the Corporation with full power of substitution in
the premises. 

Dated: ________________________________ 

 

	 	 
	 	(Name of Transferor) 
	 	 
	 	 
	 	 
	 	 
	 	(Signature of Transferor) 


Signature of Transferor guaranteed by: 

____________________________________________ 
(Authorized
Signature) 

 

(BANK STAMP OR SEAL) 

NOTE: The person named on the Stock Certificate(s) must
ensure that the signature to this Power of Attorney corresponds with the name as
recorded on the certificate(s) in every particular without alteration or
enlargement or any change whatever. The signature of the person executing this
Power of Attorney must be guaranteed by a Notary Public, Commissioner of Oaths,
a Bank, Credit Union or Trust Company or by a Member of the Toronto, Montreal or
New York Stock Exchange.