EXHIBIT
10.63(a)


 


EIGHTH
AMENDMENT TO


RESEARCH
AND LICENCE AGREEMENT


(this
“Amendment”)


 


Effective
Date: December 2, 2021


 


by
and between


 


YEDA
RESEARCH AND DEVELOPMENT COMPANY LIMITED


a
company duly registered under the laws of Israel of


P
O Box 95, Rehovot 7610002, 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, a Fourth Amendment thereto dated March 30, 2018, a Fifth Amendment thereto dated
                                            June 30, 2019, a Sixth Amendment thereto dated December 31, 2019 and a Seventh Amendment
                                            thereto dated November 15, 2020 (together, “the R&L Agreement”); and



 


	WHEREAS	Cell
                                            Source wishes revise the milestones associated with the agreement 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.	The
                                            milestone in Clause 13.2.1(b) of the R&L Agreement, shall be replaced by the following:



 


(b)
by January 1, 2025, to commence Phase II clinical trials with respect to the First Product, provided that in the event that during a
consecutive period of 18 months prior to such date, no clinical trials in respect of the First Product are performed and no sponsored
research in respect of any Product under the R&L Agreement is substantively funded by the Company, then the milestone shall be deemed
not to have been achieved;


 




    	 



    	 



    

 








		5.	The
                                            milestone in Clause 13.2.1(c) of the R&L Agreement shall be replaced by the following:



 


(c)
by January 1, 2028, to have either commenced Phase Ill clinical trials or to have received FDA or EMA marketing approval in respect of
a product (“Marketing Approval”); however, if the Company can prove to Yeda’s satisfaction, at Yeda’s sole discretion,
that Phase Ill is not necessary for obtaining marketing approval, then this milestone need not be achieved;


 


		6.	It
                                            is agreed that delays in the achievement of the milestones in Clause 13.2 of the R&L
                                            Agreement, which do not exceed 24 months, and result from causes beyond such Company’s
                                            reasonable control and without any fault of Company, including fire, explosion, flood, war,
                                            pandemic, strike, or riot, provided that Company uses commercially reasonable efforts to
                                            avoid or remove such causes of non-performance and continues performance under this Agreement
                                            with reasonable dispatch whenever such causes are removed, shall not be deemed failure to
                                            achieve such milestones. If the Company is affected by such circumstances it shall promptly
                                            notify Yeda in writing when such circumstances cause a delay or failure in performance and
                                            when they cease to do so.



 


		7.	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.



 





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/
    Opher Shapira /s/ Irit Sagi	 	Signature:	/s/
    Itamar Shimrat
	Name	Dr.
    Opher Shapira and Prof. Irit Sagi	 	Name:	Itamar
    Shimrat
	Title	CEO
    Chair	 	Title:	Chief
    Exeecutive Officer


 




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