Exhibit 10.7


 


indemnification
agreement


 


THIS INDEMNIFICATION AGREEMENT (the “Agreement”),
dated as of __________, 2021, is entered into by and between Anchiano Therapeutics Ltd., an Israeli company whose address is __________________________
(the “Company”), and the undersigned Director or Officer of the Company whose name appears on the signature
page hereto officer (the “Indemnitee”).


 


		WHEREAS,	Indemnitee is an Office Holder (“Nosse Misra”),
as such term is defined in the Companies Law, 5759–1999, as amended (the “Office Holder”
and the “Companies Law” respectively), of the Company; 



 


		WHEREAS,	both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against Office Holders of companies and that highly competent persons have become
more reluctant to serve corporations as directors and officers or in other capacities unless they are provided with adequate protection
through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their
service to, and activities on behalf of, companies; 



 


		WHEREAS,	the Articles of Association of the Company authorize the Company
to indemnify and advance expenses to its Office Holders and provide for insurance and exculpation to its Office Holders, in each
case, to the fullest extent permitted by applicable law; 



 


		WHEREAS,	the Company has determined that (i) the increased difficulty
in attracting and retaining competent persons is detrimental to the best interests of the Company’s shareholders and that
the Company should act to assure such persons that there will be increased certainty of such protection in the future, (ii) and
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law, so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified; and



 


		WHEREAS,	in recognition of Indemnitee’s need for substantial protection
against personal liability in order to assure Indemnitee’s continued service to the Company in an effective manner and, in
part, in order to provide Indemnitee with specific contractual assurance that the indemnification, insurance and exculpation afforded
by the Articles of Association will be available to Indemnitee, the Company wishes to undertake in this Agreement for the indemnification
of and the advancing of expenses to Indemnitee to the fullest extent permitted by applicable law and as set forth in this Agreement
and provide for insurance and exculpation of Indemnitee as set forth in this Agreement.



 


NOW, THEREFORE, the parties hereto
agree as follows:


 


		1.	INDEMNIFICATION AND INSURANCE.



 


		1.1.	The
                                         Company hereby undertakes to indemnify Indemnitee to the fullest extent permitted by
                                         applicable law for any liability and expense specified in Sections ‎1.1.1 through
                                         ‎1.1.4 below, imposed on Indemnitee due to or in connection with an act performed
                                         by such Indemnitee, either prior to or after the date hereof, in Indemnitee’s capacity
                                         as an Office Holder, including, without limitation, as a director, officer, employee,
                                         agent or fiduciary of the Company, any subsidiary thereof or any another corporation,
                                         collaboration, partnership, joint venture, trust or other enterprise, in which Indemnitee
                                         serves at any time at the request of the Company (the “Corporate Capacity”).
                                         The term “act performed in Indemnitee’s capacity as an Office Holder”
                                         shall include, without limitation, any act, omission or failure to act and any other
                                         circumstances relating to or arising from Indemnitee’s service in a Corporate Capacity.
                                         Notwithstanding the foregoing, in the event that the Office Holder is the beneficiary
                                         of an indemnification undertaking provided by a subsidiary of the Company or any other
                                         entity with respect to his Corporate Capacity with such subsidiary or entity, then the
                                         indemnification obligations of the Company hereunder with respect to such Corporate Capacity
                                         shall only apply to the extent that the indemnification by such subsidiary or other entity
                                         does not actually fully cover the indemnifiable liabilities and expenses relating thereto.
                                         The following shall be hereinafter referred to as “Indemnifiable Events”:



 






     


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		1.1.1.	Financial liability imposed on Indemnitee in favor of any person pursuant to a judgment, including
a judgment rendered in the context of a settlement or an arbitrator’s award approved by a court. For purposes of Section
 ‎1 of this Agreement, the term “person” shall include, without limitation, a natural person, firm, partnership,
joint venture, trust, company, corporation, limited liability entity, unincorporated organization, estate, government, municipality,
or any political, governmental, regulatory or similar agency or body;



 


		1.1.2.	Reasonable Expenses (as defined below) expended or incurred by Indemnitee as a result of an investigation
or any proceeding instituted against the Indemnitee by an authority that is authorized to conduct an investigation or proceeding,
and that was concluded without filing an indictment against the Indemnitee and without imposing on the Indemnitee a financial obligation
in lieu of a criminal proceeding, or that was concluded without filing an indictment against the Indemnitee but imposing a financial
obligation in lieu of a criminal proceeding in an offence that does not require proof of mens rea, or in connection with
a financial sanction. In this section “conclusion of a proceeding without filing an indictment in a matter in which a criminal
investigation has been instigated” and “financial liability in lieu of a criminal proceeding” shall have the
meaning assigned to such terms under the Companies Law, and the term "financial sanction" shall mean such term as referred
to in Section 260(a)(1a) of the Companies Law;



 


		1.1.3.	Reasonable Expenses incurred by or charged to Indemnitee by a court, in a proceeding instituted
against him by the Company or on its behalf or by another person, or in a criminal charge from which he was acquitted or in which
he was convicted of an offence that does not require proof of Mens Rea; and



 


		1.1.4.	Any other event, occurrence, matter or circumstances under any law with respect to which the Company
may, or will be able to, indemnify an Office Holder (including, without limitation, in accordance with Section 56h(b)(1) of the
Israeli Securities Law 5728-1968 (the “Israeli Securities Law”), if applicable, and Section 50P(b)(2) of the
Israeli Economic Competition Law, 5758-1988 (the “Economic Competition Law”)).



 


For the purpose of this Agreement,
 “Expenses” shall include, without limitation, attorneys’ fees and all other costs, expenses and obligations
paid or incurred by Indemnitee in connection with investigating, defending, being a witness in or participating in (including on
appeal), or preparing to defend, be a witness in or participate in any claim relating to any matter for which indemnification hereunder
may be provided. Expenses shall be considered paid or incurred by Indemnitee at such time as Indemnitee is required to pay or incur
such cost or expenses, including upon receipt of an invoice or payment demand. The Company shall pay the Expenses in accordance
with the provisions of Section‎1.3.


 






     


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		1.2.	Notwithstanding
                                         anything herein to the contrary, the Company’s undertaking to indemnify the Indemnitee
                                         under Section ‎1.1.1 shall only be with respect to events described in Exhibit
                                         A hereto. The Board of Directors of the Company (the “Board”)
                                         has determined that the categories of events listed in Exhibit A are likely to occur
                                         in light of the operations of the Company. The
                                         maximum amount of indemnification payable
                                         by the Company under Section ‎1.1.1 of this
                                         Agreement with respect to the specific events described in Exhibit A during any
                                         period of five years, shall be as set forth in Exhibit A hereto (the “Limit
                                         Amount”). If the Company
                                         undertook to indemnify multiple persons under agreements similar to this Agreement (the
                                         “Indemnifiable Persons”) the Limit Amount for the five year period
                                         commencing on January 1, 2021, and for every subsequent five year period, shall apply
                                         to all Indemnifiable Persons, in the aggregate, and if the Limit Amount is insufficient
                                         to cover all the indemnity amounts payable with respect to all Indemnifiable Persons
                                         during the relevant five year period, then such amount shall be allocated to such Indemnifiable
                                         Persons pro rata according to the percentage of their culpability, as finally determined
                                         by a court in the relevant claim, or, absent such determination or in the event such
                                         persons are parties to different claims, based on an equal pro rata allocation among
                                         such Indemnifiable Persons. The Limit Amount payable by the Company as described in Exhibit
                                         A is deemed by the Company to be reasonable in light of the circumstances. The
                                         indemnification provided under Section ‎1.1.1 herein
                                         shall not be subject to the limitations imposed by this Section ‎1.2 and Exhibit A
                                         if and to the extent such limits do not or are no longer required by the Companies
                                         Law.



 


		1.3.	If so requested by Indemnitee, and subject to the Company’s repayment and reimbursements
rights set forth in Sections ‎3 and ‎5 below, the Company shall pay amounts to cover Indemnitee’s Expenses with
respect to which Indemnitee is entitled to be indemnified under Section ‎1.1 above, as and when incurred. The payments of
such amounts shall be made by the Company directly to the Indemnitee’s legal and other advisors, as soon as practicable,
but in any event no later than fifteen (15) days after written demand by such Indemnitee therefor to the Company, and any such
payment shall be deemed to constitute indemnification hereunder. As part of the aforementioned undertaking, the Company will make
available to Indemnitee any security or guarantee that Indemnitee may be required to post in accordance with an interim decision
given by a court, governmental or administrative body, or an arbitrator, including for the purpose of substituting liens imposed
on Indemnitee’s assets.



 


		1.4.	The Company’s obligation to indemnify Indemnitee and advance Expenses in accordance with
this Agreement shall be for such period (the “Indemnification Period”) as Indemnitee shall be subject to any
actual, possible or threatened claim, action, suit, demand or proceeding or any inquiry or investigation, whether civil, criminal
or investigative, arising out of the Indemnitee’s service in the Corporate Capacity as described in Section ‎1.1 above,
whether or not Indemnitee is still serving in such position.



 


		1.5.	The Company undertakes that, subject to the mandatory limitations under applicable law, as long
as it may be obligated to provide indemnification and advance Expenses under this Agreement, the Company will purchase and maintain
in effect directors and officers liability insurance, which will include coverage for the benefit of the Indemnitee, providing
coverage in amounts as reasonably determined by the Board; provided that, the Company shall have no obligation to obtain or maintain
directors and officers insurance policy if the Company determines in good faith that such insurance is not reasonably available,
the premium costs for such insurance are disproportionate to the amount of coverage provided, or the coverage provided by such
insurance is so limited by exclusions that it provides an insufficient benefit. The Company hereby undertakes to notify the Indemnitee
30 days prior to the expiration or termination of the directors and officers’ liability insurance.



 


		1.6.	The Company undertakes to give prompt written notice of the commencement of any claim hereunder
to the insurers in accordance with the procedures set forth in each of the policies. The Company shall thereafter diligently take
all actions reasonably necessary under the circumstances to cause such insurers to pay, on behalf of Indemnitee, all amounts payable
as a result of such action, suit, proceeding, inquiry or investigation in accordance with the terms of such policies. The above
shall not derogate from Company’s authority to freely negotiate or reach any compromise with the insurer which is reasonable
at the Company’s sole discretion provided that the Company shall act in good faith and in a diligent manner.



 






     


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		2.	SPECIFIC LIMITATIONS ON INDEMNIFICATION.



 


Notwithstanding anything
to the contrary in this Agreement, the Company shall not indemnify or advance Expenses to Indemnitee with respect to (i) any
act, event or circumstance with respect to which it is prohibited to do so under applicable law, or (ii) a counter claim made
by the Company or in its name in connection with a claim against the Company filed by the Indemnitee. 


 


		3.	REPAYMENT OF EXPENSES.



 


		3.1.	In the event that the Company provides or is required to provide indemnification with respect to
Expenses hereunder and at any time thereafter the Company determines, based on advice from its legal counsel, that the Indemnitee
was not entitled to such payments, the amounts so indemnified by the Company will be promptly repaid by Indemnitee, unless the
Indemnitee disputes the Company’s determination, in which case the Indemnitee’s obligation to repay to the Company
shall be postponed until such dispute is resolved.



 


		3.2.	Indemnitee’s obligation to repay to the Company for any Expenses or other sums paid hereunder
shall be deemed as a loan given to Indemnitee by the Company subject to the minimum interest rate prescribed by Section 3(9) of
the Income Tax Ordinance [New Version], 1961, or any other legislation replacing it, which is not considered a taxable benefit.



 


		4.	SUBROGATION.



 


In the event
of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all documents required and shall do everything that may be necessary to secure such rights, including
the execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights.


 


		5.	REIMBURSEMENT.



 


The Company shall not be liable
under this Agreement to make any payment in connection with any Indemnifiable Event to the extent Indemnitee has otherwise actually
received payment under any insurance policy or otherwise (without any obligation of Indemnitee to repay any such amount) of the
amounts otherwise indemnifiable hereunder. Any amounts paid to Indemnitee under such insurance policy or otherwise after the Company
has indemnified Indemnitee for such liability or Expense shall be repaid to the Company promptly upon receipt by Indemnitee, in
accordance with the terms set forth in Section ‎3.2.


 


		6.	EFFECTIVENESS.



 


The Company represents and
warrants that this Agreement is valid, binding and enforceable in accordance with its terms and was duly adopted and approved by
the Company, and shall be in full force and effect immediately upon its execution.


 


		7.	NOTIFICATION AND DEFENSE OF CLAIM.



 


Indemnitee shall notify the
Company of the commencement of any action, suit or proceeding, and of the receipt of any notice or threat that any such legal proceeding
has been or shall or may be initiated against Indemnitee (including any proceedings by or against the Company and any subsidiary
thereof), promptly upon Indemnitee first becoming so aware; but the omission so to notify the Company will not relieve the Company
from any liability which it may have to Indemnitee under this Agreement unless and to
the extent that such failure to provide notice prejudices the Company’s ability to defend such action. Notice to the
Company shall be directed to the Chief Executive Officer or Chief Financial Officer of the Company at the address shown in the
preamble to this Agreement (or such other address as the Company shall designate in writing to Indemnitee). With respect to any
such action, suit or proceeding as to which Indemnitee notifies the Company of the commencement thereof and without derogating
from Sections ‎1.1 and ‎2:


 






     


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		7.1.	The Company will be entitled to participate therein at its own expense.



 


		7.2.	Except
                                         as otherwise provided below, the Company, alone or jointly with any other indemnifying
                                         party similarly notified, will be entitled to assume the defense thereof, with counsel
                                         selected by the Company. Indemnitee shall have the right to employ his or her own counsel
                                         in such action, suit or proceeding, but the fees and expenses of such counsel incurred
                                         after notice from the Company of its assumption of the defense thereof shall be at the
                                         expense of Indemnitee, unless: (i) the employment of counsel by Indemnitee has been
                                         authorized in writing by the Company; (ii) the Company
                                         and the Indemnitee shall have agreed based on the advice of legal counsel that there
                                         may be a conflict of interest between the Company and Indemnitee in the conduct of the
                                         defense of such action; or (iii) the Company has not in fact employed counsel to
                                         assume the defense of such action, in which cases the reasonable fees and expenses of
                                         counsel shall be at the expense of the Company. The Company shall not be entitled to
                                         assume the defense of any action, suit or proceeding brought by or on behalf of the Company
                                         or as to which Indemnitee and the Company shall have reached the conclusion specified
                                         in (ii) above.



 


		7.3.	The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts or
expenses paid in connection with a settlement of any action, claim or otherwise, effected without the Company’s prior written
consent.



 


		7.4.	The Company shall have the right to conduct the defense as it sees fit in its sole discretion (provided
that the Company shall conduct the defense in good faith and in a diligent manner), including the right to settle or compromise
any claim or to consent to the entry of any judgment against Indemnitee without the consent of the Indemnitee, provided that, the
amount of such settlement, compromise or judgment does not exceed the Limit Amount (if applicable) and is fully indemnifiable pursuant
to this Agreement (subject to Section ‎1.2 of this Agreement) and/or applicable law, and any such settlement, compromise
or judgment does not impose any penalty or limitation on Indemnitee without the Indemnitee’s prior written consent. The
Indemnitee’s consent shall not be required if the settlement includes a complete release of Indemnitee, does not contain
any admission of wrong-doing by Indemnitee, and includes monetary sanctions only as provided above. In the case of criminal
proceedings the Company and/or its legal counsel will not have the right to plead guilty or agree to a plea-bargain in the Indemnitee’s
name without the Indemnitee’s prior written consent. Neither the Company nor Indemnitee will unreasonably withhold or delay
their consent to any proposed settlement.



 


		7.5.	Indemnitee shall fully cooperate with the Company and shall give the Company all information and
access to documents, files and to his advisors and representatives as shall be within Indemnitee’s power, in every reasonable
way as may be required by the Company with respect to any claim which is the subject matter of this Agreement and in the defense
of other claims asserted against the Company (other than claims asserted by Indemnitee), provided that the Company shall cover
all expenses, costs and fees incidental thereto such that the Indemnitee will not be required to pay or bear such expenses, costs
and fees.



 


		8.	EXCULPATION.



 


Subject to the provisions of
the Companies Law, the Company hereby releases, in advance, the Office Holder from liability to the Company for any damage that
arises from the breach of the Office Holder’s duty of care to the Company (within the meaning of such terms under Sections
252 and 253 of the Companies Law), other than breach of the duty of care towards the Company in a distribution (as such term is
defined in the Companies Law).


 


		9.	NON-EXCLUSIVITY.



 


The rights of the Indemnitee
hereunder shall not be deemed exclusive of any other rights Indemnitee may have under the Company’s Articles of Association,
applicable law or otherwise, and to the extent that during the Indemnification Period the indemnification rights
of the then serving directors and officers are more favorable to such directors or officers than the indemnification rights provided
under this Agreement to Indemnitee, Indemnitee shall be entitled to the full benefits of such more favorable indemnification rights
to the extent permitted by law.


 






     


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		10.	PARTIAL INDEMNIFICATION.



 


If Indemnitee is entitled under
any provision of this Agreement to indemnification by the Company for some or a portion of the expenses, judgments, fines or penalties
actually or reasonably incurred by Indemnitee in connection with any proceedings, but not, however, for the total amount thereof,
the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties to which Indemnitee
is entitled under any provision of this Agreement. Subject to the provisions of Section ‎5 above, any amount received by
Indemnitee (under any insurance policy or otherwise) shall not reduce the Limit Amount hereunder and shall not derogate from the
Company’s obligation to indemnify the Indemnitee in accordance with the provisions of this Agreement up to the Limit Amount,
as set forth in Section ‎1.2.


 


		11.	BINDING EFFECT.



 


This Agreement shall be binding
upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.
In the event of a merger or consolidation of the Company or a transfer or disposition of all or substantially all of the business
or assets of the Company, the Indemnitee shall be entitled to the same indemnification and insurance provisions as the most favorable
indemnification and insurance provisions afforded to the then-serving Office Holders of the Company. In the event that in connection
with such transaction the Company purchases a directors and officers’ “tail” or “run-off” policy
for the benefit of its then serving Office Holders, then such policy shall cover Indemnitee and such coverage shall be deemed to
be in satisfaction of the insurance requirements under this Agreement. This Agreement shall continue in effect during the Indemnification
Period regardless of whether Indemnitee continues to serve in a Corporate Capacity.


 


Any amendment to the Companies
Law, the Israeli Securities Law, the Economic Competition Law or other applicable law adversely affecting the right of the Indemnitee
to be indemnified, insured or released pursuant hereto shall be prospective in effect, and shall not affect the Company’s
obligation or ability to indemnify or insure the Indemnitee for any act or omission occurring prior to such amendment, unless otherwise
provided by applicable law.


 


		12.	SEVERABILITY.



 


The provisions of this Agreement
shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability
of the other provisions hereof. If any provision of this Agreement, or the application thereof or any circumstance, is invalid
or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement
and the application of such provision or circumstances shall not be affected by such invalidity or unenforceability, nor shall
such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any
other jurisdiction.


 


		13.	NOTICE.



 


All notices and other communications
pursuant to this Agreement shall be in writing and shall be deemed provided if delivered personally, telecopied, sent by electronic
facsimile, email, reputable overnight courier or mailed by registered or certified mail (return receipt requested), postage prepaid,
to the parties at the addresses shown in the preamble to this Agreement, or to such other address as the party to whom notice is
to be given may have furnished to the other party hereto in writing in accordance herewith. Any such notice or communication shall
be deemed to have been delivered and received (i) in the case of personal delivery, on the date of such delivery, (ii) in the case
of telecopier or an electronic facsimile or email, one business day after the date of transmission if confirmation of receipt is
received, (iii) in the case of a reputable overnight courier, three business days after deposit with such reputable overnight courier
service, and (iv) in the case of mailing, on the seventh business day following that on which the mail containing such communication
is posted.


 






     


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		14.	GOVERNING LAW; JURISDICTION.



 


This Agreement shall be governed
by and construed and enforced in accordance with the laws of the State of Israel, without giving effect to the conflicts of law
provisions of those laws. The Company and Indemnitee each hereby irrevocably consent to the jurisdiction and venue of the courts
of Tel Aviv, Israel for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement.


 


		15.	ENTIRE AGREEMENT.



 


This Agreement represents the
entire agreement between the parties and supersedes any other agreements, contracts or understandings between the parties, whether
written or oral, with respect to the subject matter of this Agreement.


 


		16.	NO MODIFICATION AND NO WAIVER.



 


No supplement, modification
or amendment, termination or cancellation of this Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. Any waiver shall be in writing. The Company
hereby undertakes not to amend its Articles of Association in a manner which will adversely affect the provisions of this Agreement.


 


		17.	ASSIGNMENTS; NO THIRD PARTY RIGHTS



 


Neither party hereto may assign
any of its rights or obligations hereunder except with the express prior written consent of the other party. Nothing herein shall
be deemed to create or imply an obligation for the benefit of a third party. Without limitation of the foregoing, nothing herein
shall be deemed to create any right of any insurer that provides directors and officers’ liability insurance, to claim, on
behalf of Indemnitee, any rights hereunder.


 


		18.	INTERPRETATION; DEFINITIONS.



 


Unless the
context shall otherwise require: words in the singular shall also include the plural, and vice versa; any pronoun shall include
the corresponding masculine, feminine and neuter forms; the words “include”, “includes” and “including”
shall be deemed to be followed by the phrase “without limitation”; the words “herein”, “hereof”
and “hereunder” and words of similar import refer to this Agreement in its entirety and not to any part hereof; all
references herein to Sections or clauses shall be deemed references to Sections or clauses of this Agreement; any references to
any agreement or other instrument or law, statute or regulation are to it as amended, supplemented or restated, from time to time
(and, in the case of any law, to any successor provisions or re-enactment or modification thereof being in force at the time);
any reference to “law” shall include any supranational, national, federal, state, local, or foreign statute or law
and all rules and regulations promulgated thereunder; any reference to a “day” or a number of “days” (without
any explicit reference otherwise, such as to business days) shall be interpreted as a reference to a calendar day or number of
calendar days; reference to month or year means according to the Gregorian calendar; reference to a “company”, “corporate
body” or “entity” shall include a, partnership, firm, company, corporation, limited liability company, association,
joint venture, trust, unincorporated organization, estate, or a government municipality or any political, governmental, regulatory
or similar agency or body, and reference to a “person” shall mean any of the foregoing or a natural person.


 


		19.	COUNTERPARTS



 


This Agreement may be executed
in any number of counterparts, each of which shall be deemed an original and enforceable against the parties actually executing
such counterpart, and all of which together shall constitute one and the same instrument; it being understood that parties need
not sign the same counterpart. The exchange of an executed Agreement (in counterparts or otherwise) by facsimile or by electronic
delivery in pdf format shall be sufficient to bind the parties to the terms and conditions of this Agreement, as an original.


 


[SIGNATURE PAGE TO FOLLOW]


 






     


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IN WITNESS WHEREOF,
the parties, each acting under due and proper authority, have executed this Indemnification Agreement as of the date first mentioned
above, in one or more counterparts.


 


	Anchiano Therapeutics Ltd.	 
	 	 
	By:	 	 
	Name and title:	 	 


 


	Indemnitee:	 
	 	 
	Name:	 	 
	Signature:	 	 
	Address:	 	 


 






     


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EXHIBIT
A*


 


CATEGORY OF INDEMNIFIABLE
EVENT


 


	1. 	Matters, events, occurrences or circumstances in connection or associated with employment relationships with employees or consultants or any employee union or similar or comparable organization. 
	 	 
	2. 	Matters, events, occurrences or circumstances in connection or associated with business relations of any kind between the Company and its employees, independent contractors, customers, suppliers, partners, distributors, agents, resellers, representatives, licensors, licensees, service providers and other business associates.
	 	 
	3. 	Negotiations, execution, delivery and performance of agreements of any kind or nature and any decisions or deliberations relating to actions or omissions relating to the foregoing; any acts, omissions or circumstances that do or may constitute or are alleged to constitute anti-competitive acts, acts of commercial wrongdoing, or failure to meet any standard of conduct which is or may be applicable to such acts, omissions or circumstances.
	 	 
	4. 	Approval of and recommendation or information provided to shareholders with respect to any and all corporate actions, including the approval of the acts of the Company’s management, their guidance and their supervision, matters relating to the approval of transactions with Office Holders (including, without limitation, all compensation related matters) or shareholders, including controlling persons and claims and allegations of failure to exercise business judgment, reasonable level of proficiency, expertise, care or any other applicable standard, with respect to the foregoing or otherwise with respect to the Company’s business, strategy, operations and prospective outlook, and any discussions, deliberations, reviews or other preparatory or preliminary phases relating to any of the foregoing.
	 	 
	5. 	Violation, infringement, misappropriation, dilution and other misuse of copyrights, patents, designs, trade secrets, confidential information, proprietary information and any intellectual property rights, acts in connection with the registration, assertion or protection of rights to intellectual property and the defense of claims related to intellectual property, breach of confidentiality obligations, acts in regard of invasion of privacy or any violation of privacy or privacy related right or regulation, including with respect to databases or handling, collection or use of private information, acts in connection with slander and defamation, and claims in connection with publishing or providing any information, including any filings with any governmental authorities, whether or not required under any applicable laws.
	 	 
	6. 	Violations of or failure to comply with securities laws, and any regulations or other rules promulgated thereunder, of any jurisdiction, including without limitation, claims under the U.S. Securities Act of 1933 or the U.S. Exchange Act of 1934 or under the Israeli Securities Law, fraudulent disclosure claims, failure to comply with any securities authority or any stock exchange disclosure or other rules and any other claims relating to relationships with investors, debt holders, shareholders, optionholders, holders of any other equity or debt instrument of the Company, and otherwise with the investment community (including without limitation any such claims relating to a merger, acquisition, change in control transaction, issuance of securities, restructuring, spin out, spin off, divestiture, recapitalization or any other transaction relating to the corporate structure or organization of the Company) ; claims relating to or arising out of financing arrangements, any breach of financial covenants or other obligations towards investors, lenders or debt holders, class actions, violations of laws requiring the Company to obtain regulatory and governmental licenses, permits and authorizations in any jurisdiction, including in connection with disclosure, offering or other transaction related documents; actions taken in connection with the issuance, purchase, holding or disposition of any type of securities of Company, including, without limitation, the grant of options, warrants or other rights to purchase any of the same or any offering of the Company’s securities (whether on behalf of the Company or on behalf of any holders of securities of the Company) to private investors, underwriters, resellers or to the public, and listing of such securities, or the offer by the Company to purchase securities from the public or from private investors or other holders, and any undertakings, representations, warranties and other obligations related to any of the foregoing or to the Company’s status as a public company or as an issuer of securities.



 






     


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	7. 	Liabilities arising in connection with the conduct of clinical trials, testing, development or manufacturing of any products or services developed, distributed, rendered, sold, provided, licensed or marketed by the Company, and any actions in connection with the distribution, provision, sale, marketing, license or use of such products or services, including without limitation in connection with professional liability and product liability claims.
	 	 
	8. 	The offering of securities by the Company (whether on behalf of itself or on behalf of any holder of securities and any other person) to the public and/or to offerees or the offer by the Company to purchase securities from the public and/or from private investors or other holders pursuant to a prospectus, offering documents, agreements, notices, reports, tenders and/or other processes.
	 	 
	9. 	Events, facts or circumstances in connection with change in ownership or in the structure of the Company, its reorganization, dissolution, winding up, any other arrangements concerning creditors rights, merger, change in control, issuances of securities, restructuring, spin out, spin off, divestiture, recapitalization or any other transaction relating to the corporate structure or organization of the Company, and the approval of failure to approve of any corporate actions and any matters relating to corporate governance, capital structure, articles of association or other charter or governance documents, appointment or dismissal of office holders or compensation thereof and appointment or dismissal of auditors, internal auditor or any other person performing any services for the Company.     
	 	 
	10. 	Any claim or demand made in connection with any transaction not in the ordinary course of business of the Company, as well as the sale, lease, purchase or acquisition of, or the receipt or grant of any rights with respect to, any assets or business.
	 	 
	11. 	Any claim or demand made by any third party suffering any personal injury and/or bodily injury or damage to business or personal property or any other type of damage through any act or omission attributed to the Company, or its employees, agents or other persons acting or allegedly acting on its behalf, including, without limitation, failure to make proper safety arrangements for the Company or its employees and liabilities arising from any accidental or continuous damage or harm to the Company’s employees, its contractors, its guests and visitors as a result of an accidental or continuous event, or employment conditions, permanent or temporary, in the Company’s offices.
	 	 
	12. 	Any claim or demand made directly or indirectly in connection with complete or partial failure, by the Company or its directors, officers and employees, to pay, report, keep applicable records or otherwise, of any local or foreign federal, state, county, municipal or city taxes or other taxes or compulsory payments of any nature whatsoever, including, without limitation, income, sales, use, transfer, excise, value added, registration, severance, stamp, occupation, customs, duties, real property, personal property, capital stock, social security, unemployment, disability, payroll or employee withholding or other withholding, including any interest, penalty or addition thereto, whether disputed or not.
	 	 
	13. 	Any administrative, regulatory, judicial or civil actions orders,decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any governmental entity or other person alleging potential responsibility or liability (including potential responsibility or liability for costs of enforcement investigation, cleanup, governmental response, removal or remediation, for natural resources damages, property damage, personal injuries or penalties or for contribution,  indemnification, cost recovery, compensation or injunctive relief) arising out of, based on or related to (a) the presence of, release, spill, emission, leaning, dumping, pouring, deposit, disposal, discharge, leaching or migration into the environment (each a “Release”) or threatened Release of, or exposure to, any hazardous, toxic, explosive or radioactive substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing material, polychlorinated biphenyls (“PCBs”) or PCB-containing materials or equipment, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any environmental law, at any location, whether or not owned, operated, leased or managed by the Company or any of its subsidiaries, or (b) circumstances forming the basis of any violation of any environmental law or environmental permit, license, registration or other authorization required under applicable environmental law.



 






     


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	14. 	Any administrative, regulatory or judicial actions, orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance or violation by any governmental or regulatory entity or authority or any other person alleging the failure to comply with any statute, law, ordinance, rule, regulation, order or decree of any governmental entity applicable to the Company or any of its businesses, assets or operations, or the terms and conditions of any operating certificate or licensing agreement.
	 	 
	15. 	Participation and/or non-participation at Company Board meetings,  expression of opinion or view and/or voting and/or abstention from voting at Company Board meetings, including, in each case, any committee thereof, as well as expression of opinion publicly in connection with the service as an Office Holder.
	 	 
	16. 	Review and approval of the Company’s financial statements and any specific items or matters within, including any action, consent or approval related to or arising from the foregoing, including, without limitations, engagement of or execution of certificates for the benefit of third parties related to the financial statements.  
	 	 
	17. 	Violation of laws, rules or regulations requiring the Company to obtain regulatory and governmental licenses, permits and authorizations (including without limitation relating to export, import, encryption, antitrust or competition authorities) or laws related to any governmental grants in any jurisdiction. 
	 	 
	18. 	Resolutions and/or actions relating to investments in the Company and/or its subsidiaries and/or affiliated companies and/or investment in corporate or other entities and/or investments in other traded or non-traded securities and/or any other form of investment.   
	 	 
	19. 	Liabilities arising out of advertising, including misrepresentations regarding the Company's products or services and unlawful distribution of emails.
	 	 
	20. 	Management of the Company’s bank accounts, including money management, foreign currency deposits, securities, loans and credit facilities, credit cards, bank guarantees, letters of credit, consultation agreements concerning investments including with portfolio managers, hedging transactions, options, futures, and the like.
	 	 
	21. 	All actions, consents and approvals, including any prior discussions, reviews and deliberations, relating to a distribution of dividends, in cash or otherwise, or to any other "distribution" as such term is defined under the Companies Law.
	 	 
	22. 	Any administrative, regulatory, judicial, civil or criminal, actions orders, decrees, suits, demands, demand letters, directives, claims, liens, investigations, proceedings or notices of noncompliance, violation or breaches alleging potential responsibility, liability, loss or damage (including potential responsibility or liability for costs of enforcement, investigation, cleanup, governmental response, removal or remediation, property damage or penalties, or for contribution,  indemnification, cost recovery, compensation or injunctive relief), whether alleged or claimed by customers, consumers, regulators, shareholders or others, arising out of, based on or related to: (a) cyber security, cyber attacks, data loss or breaches, unauthorized access to information, data, or databases (including but not limited to any personally identifiable information or private health information) and use or disclosure of information contained therein, not preventing or detecting the breach or failing to otherwise disclose or respond to the breach; (b) circumstances forming the basis of any violation of any law, permit, license, registration or other authorization required under applicable law governing data security, data protection, network security, information systems, privacy or any cyber environment (including, users, networks, devices, software, processes, information systems, databases, information in storage or transit, applications, services, and systems that can be connected directly or indirectly to networks); (c) failure to implement a reporting system or control, or failure to monitor or oversee the operation of such a system; (d) data destruction, extortion, theft, hacking, and denial of service attacks; losses or liabilities to others caused by errors and omissions, failure to safeguard data or defamation; or (e) security-audit, post-incident public relations and investigative expenses, criminal reward funds, data breach/privacy crisis management (including, management of an incident, investigation, remediation, data subject notification, call management, credit checking for data subjects, legal costs, court attendance and regulatory fines), extortion liability (including, losses due to a threat of extortion, professional fees related to dealing with the extortion), or network security liability (including, losses as a result of denial of access, costs related to data on third-parties and costs related to the theft of data on third-party systems).



 






     


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The Limit Amount
for all Indemnifiable Persons during each relevant period referred to in Section 1.2
of the Indemnification Agreement for all events described in this Exhibit A (in Sections 1-22 (inclusive) above), shall
be the greater of:


 


(a) twenty-five
percent (25%) of the Company’s total shareholders’ equity according to the Company’s most recent
financial statements as of the time of the actual payment of indemnification;


 


(b) US$40
million;


 


(c) ten percent (10%) of the Company Total Market Cap (which shall mean the average closing price of the Company’s ordinary
shares over the 30 trading days prior to the actual payment of indemnification multiplied by the total number of issued and outstanding
shares of the Company as of the date of actual payment); and


 


(d) in connection with or arising out of a public offering of
the Company’s securities, the aggregate amount of proceeds from the sale by the Company and/or any shareholder of Company’s
securities in such offering.




 


		*	Any reference in this Exhibit A to the Company shall include the Company and any entity in which
the Indemnitee serves in a Corporate Capacity.