EXHIBIT
10.36(a)


 


FIFTH
AMENDMENT TO


RESEARCH
AND LICENCE AGREEMENT


(this
“Amendment”)


 


Effective
Date: June 30th, 2019


 


By
and between


 


YEDA
RESEARCH AND DEVELOPMENT COMPANY LIMITED


a
company duly registered under the laws of Israel of


P
O Box 95, Rehovot 76100, Israel


(hereinafter,
“Yeda”)


 


and


 


CELL
SOURCE LIMITED


a
company duly registered under the laws of Israel of


5
Kineret Street, Bnei Brak 5126237


(hereinafter,
“Cell Source”)


 


	WHEREAS	Yeda
                                            and Cell Source are parties (the “Parties”) to a research and licence
                                            agreement dated October 3, 2011, as amended by a first amendment thereto dated April 8, 2014,
                                            a second amendment thereto dated November 28, 2016, a third amendment thereto dated March
                                            29, 2018, and a fourth amendment thereto dated March 30, 2018 (together, “the R&L
                                            Agreement”); and



 


	WHEREAS	the
                                            Parties wish to further extend the Research from July 1, 2019 to March 31, 2020, all as set
                                            out in, and under the conditions of, this Amendment;



 


NOW
THEREFORE IT IS AGREED BY THE PARTIES HERETO AS FOLLOWS:


 


		1.	Terms
                                            and phrases used in this Amendment which are defined in the R&L Agreement shall have
                                            in this Amendment the same meaning as that attributed to them in the R&L Agreement, unless
                                            otherwise expressly defined in this Amendment.



 


		2.	This
                                            Amendment and the R&L Agreement shall be read as one and shall represent the complete
                                            current understanding between the Parties with respect to the subject matter hereof. Subject
                                            to the modifications contained herein, the provisions of the R&L Agreement shall remain
                                            unaltered and in full force and effect.



 


		3.	The
                                            above preamble and sections form an integral part of this Amendment.



 




    	 



     


    

 


		4.	Subject
                                            to the provisions of clause 5 below, Yeda undertakes to procure the performance of the research
                                            as described in the research plan attached hereto as Annex A at the Institute
                                            under the supervision of Prof. Ruth Arnon, during the period commencing on July 1, 2019 and
                                            until March 31, 2020 (the “Further Research”).



 


The
Company undertakes to pay to Yeda the amount of US$ 100,000 (one hundred thousand US dollars) attached hereto as Annex B
(the “Further Research Budget”) in three instalments to be paid on the first day of each consecutive three month period
of the Further Research, according to the following payment schedule:


 


(a)
The instalments payable with respect to the Further Research conducted during July-September 2019 and October-December 2019 shall each
be paid in the amount of US $33,333 (thirty-three thousand three hundred and thirty-three United States dollars);


 


(b)
The instalment payable with respect to the Further Research conducted during January – March 2020 shall be paid in the amount of
US $33,334 (thirty-three thousand three hundred and thirty-four United States dollars).


 


		5.	All
                                            right and title to the results of the Further Research shall vest in Yeda, and such results
                                            shall be deemed Licensed Information pursuant to the R&L Agreement.



 


		6.	Notwithstanding
                                            the provisions of clauses 4.1 and 4.2 of the R&L Agreement, Yeda shall procure submission
                                            by Prof. Ruth Arnon of a final written report summarizing the results of the Further Research
                                            within 60 days of the conclusion of the Further Research, no interim reports being required,
                                            and Yeda shall submit to the Company a final financial report within 60 days of the conclusion
                                            of the Further Research, no interim financial reports being required.



 


		7.	Unless
                                            as otherwise expressly provided herein, the terms of the R&L Agreement with respect to
                                            the Research and Research Budget shall apply, mutatis mutandis, to the Further Research
                                            and results thereof and Further Research Budget, respectively, including without limitation
                                            the terms of clauses 2.2 and 2.3 of the R&L Agreement.



 


		8.	This
                                            Amendment constitutes the entire agreement between the Parties hereto in respect of the subject
                                            matter hereof, and supersedes all prior agreements or understandings between the Parties
                                            relating to the subject matter hereof and may be amended only by a written document signed
                                            by both Parties hereto.



 


[Signature
page follows]


 




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IN
WITNESS WHEREOF the parties hereto have set their signatures as of the Effective Date.


 


	for
    YEDA RESEARCH AND DEVELOPMENT COMPANY LTD.	 	for
    CELL SOURCE LIMITED
	 	 	 
	Signature:	/s/
    Gil Granot-Mayer /s/ Mudi Sheves	 	Signature:	/s/
    Itamar Shimrat
	Name	Gil
    Granot-Mayer and Mudi Sheves	 	Name:	Itamar
    Shimrat
	Title	CEO
    Chairman	 	Title:	Chief
    Executive Officer


 




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Annex
A


Research
Plan for the Further Research


 


Work
plan for Cell Source: 1 July 2019 – 31 March 2020*


 


	1.	Human
                                            studies :



 


		A.	Human
                                            VETO-project: Continue collaboration with Zelig Eshhar, attempting to optimize transfection
                                            of our anti-viral veto cells.



 


A.1
Define optimal procedure for attaining VETO-CAR cells that retain their veto activity in-vitro after transfection and exhibit specific
killing of a tumor cell line expressing the CAR antigen target.


 


Mouse
studies: 


 


		B.	Complete
                                            defining the potential role of Tcm plus BM in the treatment of autoimmune NOD diabetic mice.



 


		C.	Investigate
                                            the feasibility of generating anti-leukemia veto cells following immunization of the donor
                                            with leukemia specific antigens.



 


*
The proposed plan might be changed according to progress and therefore while some aims will be intensively investigated others might
not be performed.


 




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Annex
B


Further
Research Budget


 


	Date	1/7/2019	 
	Company	Cell
    Source
	Principal
    Investigator	 

    Yair
    Reisner\Ruth Arnon

	Research
    period	 

    01/07/2019-31.03.2020

	Personnel	 
	Name	Position	Total
    annual salary	%
    of Employment	Employment
    term (months)	Project
    Cost
	 	$	 	$
	Ruth
    Arnon	PI	 	 	 	-
	Reisner
    Yair	Co-PI	 	 	 	-
	 	 	 	 	 	-
	Assaf
    Lask	Consultant	39,724	100%	9	29,793
	 	 	 	 	 	-
	 	 	 	 	 	-
	 	 	 	 	 	-
	 	 	 	 	 	-
	 	 	 	 	 	-
	 	 	 	 	 	-
	 	 	 	 	 	-
	 

    Sub
    Total
	 	 	 	 	 

    29,793

	Consumables,
    chemicals, small equipment	 	 

    10,000

	Animals	 	 

    21,671

	Computers	 	 
	Travel	 	 

    11,000

	Fix
    equipment (please specify)
	 	 
	ןותיז
    גגח זריל י”ע רשואמ	 
		 
		 
	 	 
	 	 
	Others
    (please specify)	 	 
	 	 
	 	 
	 	 
	Net
    Budget	 

    72,464

	WIS
    Overhead (27.5% of Total, 38% of Net)	 

    27,536

	Total
    Budget (Including Overhead)	 

    100,000



 




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