EXHIBIT
10.39(b)


 


AMENDMENT
No. 2 


TO
SPONSORED RESEARCH AGREEMENT


 


This
Amendment No. 2 to the Sponsored Research Agreement (“Amendment”) is made and entered into as of October 18, 2021 by and
between Cell Source Limited (“Cell Source”) and The University of Texas M.D. Anderson Cancer Center (“MD Anderson”),
a member institution of The University of Texas System (“System”).


 


RECITALS


 


	A.	Cell
    Source and MD Anderson entered into a Sponsored Research Agreement dated November 28, 2018 (the “Agreement”), which was
    amended on December 2nd, 2020.
	 	 
	B.	Cell
    Source and MD Anderson wish to amend the terms of the Agreement as set forth below.


 


NOW,
THEREFORE, it is hereby agreed as follows:


 


	 	1.	The
    term of the agreement will be extended by one year, commencing on November 28th, 2021 through November 27th,
    2022.
	 	2.	Exhibit
    A of the Agreement shall include, as replacement and update to Exhibit A, the Exhibit attached hereto which describes the Work Plan
    for the Year starting 28th of November 2021 and ending 27th of November 2022.


 


	1.	Exhibit
    B of the Agreement shall include, as replacement and update to Exhibit B, the Exhibit attached hereto which describes the budget
    for the Year starting 28th of November 2021 and ending 27th of November 2022. As per the amended budget, the quarterly
    payments for the coming year will be $324,000 per quarter.
	 	 
	2.	Except
    as expressly provided in this Amendment, all other terms, conditions and provisions of the Agreement shall continue in full force
    and effect as provided therein.


 


IN
WITNESS WHEREOF, Cell Source and MD Anderson have entered into this Amendment effective as of the date first set forth above.


 


	CELL
    SOURCE 	 	THE
    UNIVERSITY OF TEXAS
	 	 	 	M.D.
    ANDERSON CANCER CENTER
	 	 	 	 	 
	By	/s/ Itamar Shimrat	 	By	/s/
    Amy M. Moritz
	 	Itamar
    Shimrat	 	Name	Amy
    M. Moritz
	 	Chief
    Executive Officer	 	Title	Assistant
    Director ORA
	 	 	 	 	 
	Date:	October
    25, 2021	 	Date:	10/25/2021
	 	 	 	 	 
	 	 	 	 	Read
    & Understood:
	 	 	 	 	 
	 	 	 	 	/s/Yair
    Reisner
	 	 	 	 	Principal
    Investigator



 



    	 



     


    

 


Amended
Exhibit A


 


Work
plan for Cell Source: 28 November 2021 – 27 November 2022*


 


1.
Studies with human cells :


 


A. Human
VETO-project: Optimize transfection of our anti-viral veto cells with GMP grade CD19 vector from Orgenesis or from other
companies.


 


1.
Test the efficacy of anti-CD19 VETO-CAR T cells in vitro against CD19 tumor cells.


2.
Test the efficacy of anti-CD19 VETO-CAR T cells in NSG mice bearing CD19 positive leukemic cells.


3.
Compare the efficacy of VETO-CAR to regular CAR T cells in NSG mice.


4.
Test the veto activity of VETO-CAR T cells compared to non-transduced VETO cells.


5.
Characterize the genetic signature of our anti-viral Tcm by SCRNAseq.


6.
Compare the efficacy of Tcm VETO-CAR to Effector memory VETO-CAR T cells in NSG mice.


 


B. Investigate
the potential use of Veto cells directed against PR1 antigen expressed on AML tumor cells (in collaboration with Jeff Moldrem
Lab).


 


1.
Attempt to generate veto cells from donors vaccinated against PR1.


2.
Test anti-PR1 veto cells for their activity against AML blasts in vitro and in-vivo.


 


C. Routine
testing of immune reconstitution and immune tolerance induction in patients undergoing transplantation in our clinical
trial.


 


2.
Mouse studies:


 


A.
Investigate the potential role of Tcm plus BM in the treatment of MS.


 


B.
Generating Tcm against the WT1 Tumor antigen following immunization of mouse donors with WT1 peptides.


 


1.
Optimize conditions for immunization


2.
Optimize killing of WT1 tumors in-vitro and in-vivo.


 


C.
Continue to investigate potential evasion of Tcm from NK mediated killing


 


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


 




    	 



     


    

 


Amended
Exhibit B


 


Budget


 


	Personnel	 	Base
    Salary	 	 	Cal
    Mths.	 	 	Effort	 	 	Salary	 	 	Fringe	 	 	Total	 	 	Grand
    Total	 
	PI	 	$	346,337.00	 	 	 	12.00	 	 	 	23	%	 	$	79,657.51	 	 	$	22,304.10	 	 	$	101,961.61	 	 	$	101,961.61	 
	Scientific Mgr	 	$	133,128.00	 	 	 	12.00	 	 	 	100	%	 	$	133,128.00	 	 	$	37,275.84	 	 	$	170,403.84	 	 	$	170,403.84	 
	Research Scientist	 	$	72,275.00	 	 	 	12.00	 	 	 	100	%	 	$	72,275.00	 	 	$	20,237.00	 	 	$	92,512.00	 	 	$	92,512.00	 
	Research Scientist	 	$	64,631.00	 	 	 	12.00	 	 	 	50	%	 	$	32,315.50	 	 	$	9,048.34	 	 	$	41,363.84	 	 	$	41,363.84	 
	Lab Technician	 	$	35,123.00	 	 	 	12.00	 	 	 	50	%	 	$	17,561.50	 	 	$	4,917.22	 	 	$	22,478.72	 	 	$	22,478.72	 
	Graduate Student	 	$	32,000.00	 	 	 	12.00	 	 	 	100	%	 	$	31,539.50	 	 	$	8,831.06	 	 	$	40,370.56	 	 	$	40,370.56	 
	Salary Total	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	469,090.57	 	 	$	469,090.57	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equipment
                                            or software

                                                    Computer

                                                    Consultant
                                            Costs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 









 


	Total	 	$	469,090.57	 	 	$	469,090.57	 
	 	 	 	 	 	 	 	 	 
	Supplies	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Reagents, antibodies, pippettes, misc lab supplies	 	$	235,909.43	 	 	$	235,909.43	 
	Animal cost & Maintenance	 	$	80,000.00	 	 	$	80,000.00	 
	 	 	 	 	 	 	 	 	 
	Travel (Domestic)	 	$	5,000.00	 	 	$	5,000.00	 
	Travel (International)	 	$	10,000.00	 	 	$	10,000.00	 
	 	 	 	 	 	 	 	 	 
	Total	 	$	330,909.43	 	 	$	330,909.43	 
	 	 	 	 	 	 	 	 	 
	Other Direct Costs	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	Total	 	$	-	 	 	$	-	 
	 	 	 	 	 	 	 	 	 
	Direct Costs	 	$	800,000.00	 	 	$	800,000.00	 
	Indirect Cost 62%	 	$	496,000.00	 	 	$	496,000.00	 
	Total Costs	 	$	1,296,000.00	 	 	$	1,296,000.00