Exhibit
10.33


 


**Confidential
portions have been omitted pursuant to a request for confidential


treatment and have been filed separately with the Securities
and Exchange


Commission (the “Commission”).**


 


 



 


service
Agreement


 





 



 


between


 


oramed
ltd.


 


and


 


xertecs
gmbh


 






     


     


    

 


This
Service Agreement (this “Agreement”) is entered into, as of June 3, 2016 (the “Effective
Date”), by and between:


 


Oramed
Ltd., a company organized under the laws of the State of Israel, with its offices at 2/4 Kefar Hi-tech, PO Box 39098, Jerusalem,
91390, Israel, hereafter referred to as “ORAMED”,


 


and


 


XERTECS
GmbH, a company organized under the laws of Germany and having its registered head office at Haltinger Strasse 8, 79379 Müllheim,
Germany, hereinafter called “XERTECS”


 


with
each of ORAMED and XERTECS collectively referred to as the “Parties” and individually as a “Party”.


 


RECITALS


 


		-	WHEREAS,
                                         ORAMED is a clinical-stage pharmaceutical development company focused on the development
                                         of oral drug delivery systems to transform injectable treatments into oral therapies;
                                         ORAMED is currently investigating specific pharmaceutical development activities such
                                         as a process verification QbD program, scale-up and manufacture of non-GMP and GMP material
                                         at a third party nominated by ORAMED.



 


		-	WHEREAS,
                                         ORAMED controls rights covering the product known as ORMD-0801 (the “PRODUCT”).
                                         The PRODUCT is currently under development by ORAMED and has reached the clinical development
                                         phase with an on-going clinical Phase II study currently on-going in the USA.



 


		-	WHEREAS,
                                         ORAMED has entered into a Technology License Agreement (“LICENSE AGREEMENT”)
                                         with Hefei Tianhui Incubator of Technologies Co. Ltd. (“HTIT”), a
                                         corporation organized and existing under the laws of the People’s Republic of China
                                         (the “PRC”) pursuant to which, inter alia, ORAMED granted HTIT
                                         exclusive rights to pre-commercialize, manufacture and commercialize the Product in the
                                         PRC, Macau and Hong Kong (the “LICENSEE TERRITORY”).



 


		-	WHEREAS,
                                         as part of the LICENSE AGREEMENT, ORAMED undertook to ensure that HTIT receives the required
                                         support and services to enable HTIT to manufacture the PRODUCT in the LICENSEE TERRITORY
                                         at HTIT’s facilities.



 






    	 	2	 



     


    

 


		-	WHEREAS,
                                         ORAMED has requested XERTECS, and XERTECS has agreed to collaborate with ORAMED to ensure
                                         that the required support and services are provided to HTIT to enable HTIT to manufacture
                                         the PRODUCT in the LICENSEE TERRITORY at HTIT’s facilities, all in accordance with
                                         the terms and conditions set out in this AGREEMENT. Said required support and services
                                         (hereafter called the “SERVICES”, as further defined below) will be
                                         provided by XERTECS to HTIT on behalf of ORAMED.



 


		-	WHEREAS,
                                         the SERVICES will be provided by the XERTECS Designated Personnel on behalf of XERTECS,
                                         as such term is defined below.



 


		-	WHEREAS,
                                         XERTECS is a company that is specialized in the field of providing engineering services,
                                         the design, manufacture and supply of pharmaceutical processing equipment for pharmaceutical
                                         solid dosage forms with certain know how and experience in the design and manufacture
                                         of coating equipment and control systems and support for installation, commissioning
                                         and qualification of processing equipment.



 


NOW
THEREFORE in consideration of the promises and the terms and conditions contained in this Agreement and other good and valuable
consideration (the receipt and sufficiency of which is acknowledged), the Parties
agree as follows:


 


		1.	Definitions



 


		1.1.	“Affiliate”
                                         means, with respect to any Party (i) any legal entity of which the securities or
                                         other ownership interests representing 50% or more of the equity or 50% or more of the
                                         ordinary voting power or 50% or more of the general partnership interest are, at the
                                         time such determination is being made, owned, controlled or held, directly or indirectly,
                                         by such Party and (ii) any legal entity under common control of an entity falling within
                                         sub-clause (i) above.



 


		1.2.	“Confidential
                                         Information” shall mean any and all confidential information of any kind disclosed
                                         by the Disclosing Party to the Receiving Party in connection with this Agreement, directly
                                         or indirectly, whether disclosed orally, visually, in writing or in any tangible or electronic
                                         form or media, and including, but not limited to, research and development, technology,
                                         trade secrets, know-how, proprietary information (whether or not reduced to writing),
                                         inventions (whether or not patentable), patent applications, licenses, software, programs,
                                         prototypes, designs, analysis codes, discoveries, techniques, methods, ideas, concepts,
                                         data, engineering and manufacturing information, procedures, specifications, diagrams,
                                         drawings, schematics, and any and all other technical, commercial, scientific and other
                                         data, processes, documents or other information or physical object, and including confidential
                                         information of any third party which is disclosed in connection with this Agreement to
                                         the Disclosing Party and is in turn disclosed to the Receiving Party or learned by the
                                         Receiving Party through visual or other inspection.



 






    	 	3	 



     


    

 


		1.3.	“cGMP”
                                         means the current Good Manufacturing Practices in accordance with (i) WHO Good Manufacturing
                                         Practices, (ii) EC Directive 2003/94/EC - EC Guide to Good Manufacturing Practice for
                                         Medicinal Products and (iii) Applicable ICH Guidelines, and Chinese CFDA GMP current
                                         version.



 


		1.4.	“Deliverables”
                                         shall mean any and all documents such but not limited to protocols, diagrams, drawings,
                                         schematics, blueprints, progress reports, which either embody or contain the RESULTS.
                                         The DELIVERABLES to be provided by XERTECS are described in Annex 2.



 


		1.5.	“Disclosing
                                         Party” shall mean the PARTY disclosing CONFIDENTIAL INFORMATION.



 


		1.6.	“Oramed
                                         Background IP” means all intellectual property rights including, collectively
                                         and without limitation, any and all patent rights, know-how, utility models, trademarks,
                                         trade names, copyright, industrial designs, and any applications thereof, on a worldwide
                                         basis, owned or controlled by ORAMED and/or its AFFILIATES, which has been conceived
                                         and reduced to practice prior to or independently from the PROJECT.



 


		1.7.	“Product”
                                         shall mean ORMD-0801, an enteric-coated soft gelatin capsule containing insulin as
                                         active substance as specified in Annex 1.



 


		1.8.	“Project”
                                         shall mean the project that is the subject matter of this Agreement with respect
                                         to the PRODUCT and technology implementation to be undertaken by XERTECS to enable HTIT
                                         to manufacture the PRODUCT in the facilities of HTIT in the PRC, all as specified in
                                         Annex 2.



 


		1.9.	“Receiving
                                         Party” shall mean the PARTY receiving Confidential
                                         Information from the DISCLOSING Party.



 


		1.10.	“Steering
                                         Committee” shall mean the committee jointly set up by ORAMED and XERTECS and
                                         which shall include one representative of each of ORAMED, XERTECS and HTIT.



 


		1.11.	“Results”
                                         shall mean any and all information and data, patentable or not, of any type and in
                                         any tangible or intangible form, including without limitation inventions, practices,
                                         methods, techniques, specifications, formulations, formulae, knowledge, know-how, show-how,
                                         skill, test data, engineering and manufacturing information (including processes), and
                                         other information arising out of the performance of the SERVICES to the extent relating
                                         to the PRODUCT and the manufacture thereof.



 


		1.12.	“Services”
                                         shall mean implementation and scaling up in HTIT’s facilities of the oral insulin
                                         soft gel capsulation/coating process technology developed by ORAMED, project management,
                                         development and engineering services to be performed by XERTECS under this AGREEMENT
                                         in relation to the PRODUCT and PROJECT, all as specified in Annex 2.



 






    	 	4	 



     


    

 


		1.13.	“XERTECS
                                         Designated Personnel” or “Designated Personnel” shall mean
                                         the XERTECS employees specified in Annex 7, as such annex may be updated from
                                         time to time by agreement of the Parties.



 


		2.	APPOINTMENT,
                                         ACCEPTANCE & DUTIES



 


		2.1.	XERTECS
                                         shall perform the SERVICES as described in Annex 2, in accordance with the timeframe
                                         for the performance thereof in a professional and competent manner and pursuant to the
                                         terms and conditions set out in this AGREEMENT. XERTECS shall ensure that the SERVICES
                                         are performed by the XERTECS Designated Personnel, and that such personnel have adequate
                                         expertise. Changes to any of the XERTECS Designated Personnel shall be subject to prior
                                         agreement in writing with ORAMED. 



 


		2.2.	XERTECS
                                         accepts such appointment and the PARTIES agree to act in accordance with the terms and
                                         conditions herein contained.



 


		2.3.	XERTECS
                                         shall prepare the DELIVERABLES in accordance with the requirements and the prerequisites
                                         indicated by ORAMED and as set out in Annex 2, and shall further ensure that the
                                         DELIVERABLES are made available to ORAMED and HTIT in accordance with the timeframe for
                                         the delivery thereof and pursuant to the terms and conditions set out in this AGREEMENT.



 


		2.4.	XERTECS
                                         shall use its best efforts to complete the SERVICES expeditiously within the PROJECT
                                         timeline set out in Annex 3. Should XERTECS be unable to complete the SERVICES
                                         within the applicable timeline, XERTECS shall immediately inform ORAMED and HTIT in writing
                                         of such delay and shall indicate in such notice to ORAMED and HTIT (i) the reasons for
                                         the delay, (ii) the proposed course of remedial action to be undertaken by XERTECS, and
                                         (iii) the time needed for completing the performance of the affected SERVICES.



 


		2.5.	In
                                         case Oramed becomes aware that it is not possible to design, establish and qualify adequate
                                         pharmaceutical manufacturing facilities to meet applicable GMP requirements for the installation
                                         of appropriate manufacturing and processing equipment for the manufacture of the PRODUCT
                                         in the LICENSEE TERRITORY as per Section 2.8 below, ORAMED shall immediately inform XERTECS
                                         of such delay in writing and shall indicate in such notice to XERTECS (i) the reasons
                                         for the delay, (ii) the proposed course of remedial action to be undertaken by the responsible
                                         party, and (iii) the time needed for completing the performance of the affected SERVICES.



 


		2.6.	Should
                                         ORAMED be unable to complete the pharmaceutical and process development activities including
                                         scale-up, ORAMED shall inform in writing of such delay and shall indicate to XERTECS
                                         the time needed for achieving performance of ORAMED’s obligations.



 






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		2.7.	[RESERVED]



 


		2.8.	The
                                         PARTIES agree to establish the STEERING COMMITTEE to oversee the implementation of the
                                         PROJECT, engage in regular PROJECT overview and discuss issues that may arise during
                                         such implementation. This STEERING COMMITTEE shall include all required project functions
                                         and PARTIES with their roles and responsibilities, and relevant empowerment for any decisions
                                         to come. In the event of a controversy and/or dispute within the STEERING COMMITTEE,
                                         ORAMED shall have the final decision-making authority.



 


		2.9.	The
                                         PARTIES agree that HTIT shall be entitled to have representatives on the STEERING COMMITTEE
                                         and participate in all discussions regarding the implementation of the PROJECT. The Steering
                                         Committee shall be composed of one or two representatives from each of Oramed, HTIT and
                                         Xertecs. Decisions of the Steering Committee shall require unanimous approval by all
                                         member of the Committee, (it being clarified that each of Oramed, HTIT and Xertecs shall
                                         have one vote only, regardless of the actual number of representatives they appoint to
                                         the Steering Committee).



 


		2.10.	It
                                         is understood and agreed by all PARTIES that SERVICES and corresponding payments may
                                         be adjusted and amended during the course of the PROJECT; in which case the provisions
                                         of Article 6 shall apply.



 


		3.	SUBCONTRACTING
                                         AND ASSIGNING OF RIGHTS AND DUTIES



 


		3.1.	XERTECS
                                         is entitled to subcontract specific work packages to individual sub-contractors. It is
                                         the obligation and responsibility of XERTECS to identify and nominate adequate and skilled
                                         subcontractors as necessary. XERTECS will always inform ORAMED, in advance, of potential
                                         subcontractors and ORAMED’s approval for the engagement of such subcontractors
                                         shall be required, provided that ORAMED will not unreasonably withhold such approval.



 


		3.2.	XERTECS
                                         shall ensure that all subcontractors appointed hereunder are bound by written obligations
                                         of confidentiality no less restrictive than the terms set out below and intellectual
                                         property assignments sufficient to ensure that XERTECS is able to fulfill its obligations
                                         pursuant to Section 5.1. In addition, XERTECS shall be responsible for the acts and omissions
                                         of subcontractors appointed hereunder.



 






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		4.	CONFIDENTIALITY



 


		4.1.	Any
                                         Confidential Information disclosed by
                                         the Disclosing Party to the Receiving
                                         Party shall be considered and treated by the Receiving
                                         Party in the same manner the Receiving
                                         Party considers and treats its own Confidential
                                         Information in order to prevent their disclosure or unauthorized use, but in all
                                         events in a reasonable manner.



 


		4.2.	The
                                         Receiving Party agrees and undertakes
                                         (i) to use the Confidential Information
                                         only for the purpose of this Agreement
                                         and the performance of the SERVICES, and (ii) not to disclose the Confidential
                                         Information, in whole or in part, directly or indirectly to any third party; provided,
                                         however, that the RECEIVING PARTY may disclose the Confidential
                                         Information to such PARTY’s management, employees, authorized persons, advisors,
                                         AFFILIATES and subcontractors where same (A) have a need to know such information in
                                         order to assist the RECEIVING PARTY in performing its obligations under this Agreement,
                                         and (B) have signed or are bound by confidentiality and non-use agreements with terms
                                         no less restrictive than those set out herein; (iii) have agreed not to use the Confidential
                                         Information in a manner inconsistent with this Agreement;
                                         and (iv) have agreed not to use the Confidential
                                         Information for obtaining intellectual property rights. It is expressly agreed
                                         that ORAMED may disclose XERTECS’ Confidential
                                         Information to HTIT in furtherance of the purposes contemplated in this Agreement
                                         and the LICENSE AGREEMENT.



 


		4.3.	The
                                         obligations set forth in this article shall extend to copies, if any, of Confidential
                                         Information made by any of the respective directors, agents, and employees of
                                         the Receiving Party and to documents prepared
                                         by such persons, which embody or contain Confidential
                                         Information.



 


		4.4.	Notwithstanding
                                         the foregoing, the confidentiality and non-use provisions herein shall not apply
                                         to Confidential Information which (i)
                                         is known to the Receiving Party or its
                                         Affiliates prior to its disclosure by
                                         the Disclosing Party or is independently
                                         developed by the Receiving Party or its
                                         Affiliates and, in either case, is documented
                                         by appropriate records; or (ii) is generally available to the public other than as a
                                         result of disclosure by the Receiving Party
                                         or its Affiliates, as can be established
                                         by appropriate records; or (iii) becomes known to the Receiving
                                         Party through a source other than the Disclosing
                                         Party which source is legally entitled to disclose it, as can be established by
                                         appropriate records; or (iv) is released from the confidentiality and non-use obligations
                                         under this Agreement by the Disclosing
                                         Party in writing; or (v) is required to be disclosed pursuant to a valid court
                                         order and the PARTY required to make such disclosure takes all reasonable measures to
                                         minimize the extent of the disclosure and seek confidential treatment of such information,
                                         and – where not restricted by applicable law – promptly advises the DISCLOSING
                                         PARTY of such disclosure requirement.



 






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		4.5.	Such
                                         confidentiality provisions shall remain in full force and effect during the whole term
                                         of this Agreement and for an indefinite
                                         period of time after its termination unless one of the exceptions set forth above applies
                                         on a Confidential Information-by-Confidential
                                         Information basis.



 


		4.6.	In
                                         the event that Confidential Information
                                         has been disclosed to the Receiving Party
                                         before the Effective Date of this Agreement,
                                         the Receiving Party confirms that it has
                                         acted in accordance with the terms of this Agreement
                                         with respect to such information and shall continue to act in accordance with
                                         the terms of this Agreement with respect
                                         to such information.



 


		4.7.	Each
                                         Party agrees to keep this Agreement
                                         and the subject matter hereof, as well as the SERVICES contemplated herein, confidential
                                         for the same period of time as above. Notwithstanding the foregoing and subject to prior
                                         notification to XERTECS, ORAMED may disclose this Agreement
                                         and the subject matter hereof, as well as the SERVICES contemplated herein, to
                                         actual and potential investors and commercial partners, and as may be required by securities
                                         laws and regulations, including regulations and guidelines of any stock exchange on which
                                         the securities of ORAMED or its AFFILIATES are listed.



 


		5.	PROPERTY
                                         RIGHTS



 


		5.1.	XERTECS
                                         agrees that ORAMED shall own all RESULTS generated through the provision of the SERVICES,
                                         and all intellectual property rights related thereto and subsisting therein, and that
                                         ORAMED shall have the exclusive right to exploit same at its sole discretion without
                                         any further obligation (financial or otherwise) to XERTECS. XERTECS shall and hereby
                                         does assign all right, title and interest in and to the RESULTS to ORAMED, and further
                                         agrees to take all reasonable further actions to give effect to the foregoing. XERTECS
                                         shall ensure that the XERTECS Designated Personnel have entered into binding agreements
                                         with XERTECS that duly transfer to XERTECS all right, title and interest in and to work
                                         product generated by such personnel.



 


		5.2.	ORAMED
                                         will grant access to already existing relevant background
                                         IP in the possession of ORAMED to XERTECS solely for use by XERTECS for the purpose
                                         of providing the SERVICES as contemplated hereunder or any further services related to
                                         the PRODUCT as may be agreed by the PARTIES. XERTECS shall not, directly or indirectly,
                                         use, provide access to or exploit any such background
                                         IP for any other purposes.



 






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		6.	FINANCIAL
                                         PROVISIONS



 


		6.1.	In
                                         consideration for the performance of the SERVICES and provision of the DELIVERABLES,
                                         ORAMED shall pay to XERTECS the remuneration indicated in Annex 4, payable in
                                         partial amounts according to the payment schedule indicated Annex 4, and received
                                         on the day indicated in Annex 4.



 


		6.2.	The
                                         total budget for the SERVICES is estimated to be 2,360,000 Euro (the “Budget”)
                                         which corresponds to approximately [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT
                                         TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
                                         man-hours to be spent by the project team on the PROJECT (the “Total Hours”).
                                         Any expenses for the sub-contractor for engineering services performed by XERTECS and/or
                                         other sub-contractor engineering service providers if applicable are included in the
                                         Budget.



 


		6.3.	In
                                         consideration of the performance of the SERVICES, ORAMED agrees
                                         to pay to XERTECS a service fee in the amount of 800,000 Euro exclusive of VAT and will
                                         be paid in accordance with Annex 4 (the “Initial Fee”). This Initial Fee
                                         is part of the entire compensation for SERVICES as set out in the Budget and will be
                                         on account of all XERTECS’ activities to be performed within the first 18 months
                                         of this AGREEMENT commencing as of the EFFECTIVE DATE as detailed in the Budget planning
                                         set out in Annex 4. The Initial Fee will be credited against SERVICES as stipulated and
                                         detailed in Annex 4. In all cases of termination of this AGREEMENT, XERTECS is entitled
                                         to retain the Initial Fee; provided, however, that in the event that termination
                                         occurs before the expiration of the aforementioned 18 month period such that there remains
                                         man-hours that were effectively paid for by ORAMED but SERVICES were not performed by
                                         XERTECS with respect thereto, such paid-for but unused man-hours (the “Unused
                                         Hours”) shall become a credit to ORAMED and may be used by ORAMED for other
                                         projects as may be agreed between the PARTIES within a period of 12 months after the
                                         termination of this AGREEMENT. In case that ORAMED and XERTECS do not reach agreement
                                         for other projects within this period of 12 months, ORAMED shall lose its claim to 90%
                                         of the Unused Hours and shall not be entitled to demand any other form of compensation
                                         from XERTECS with respect thereto; provided, however, that 10% of the Unused Hours
                                         shall remain at the disposal of ORAMED for another 24 months after the expiration of
                                         the aforesaid 12 month period and may be used by ORAMED on other projects upon agreement
                                         with XERTECS. For clarity, the foregoing hours shall be calculated at the rate of [THE
                                         CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
                                         AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] Euro per hour. The foregoing mechanism
                                         shall be referred to herein as the “Credit Mechanism”.



 






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		6.4.	XERTECS
                                         shall maintain, and shall cause anyone acting on its behalf, its Affiliates and subcontractors
                                         to maintain, complete and accurate records of all work hours. XERTECS shall furnish ORAMED
                                         with a report of all work hours on the last day of each calendar quarter during the Term.



 


		6.5.	The
                                         PARTIES agree that the Budget is calculated with best efforts based on currently available
                                         information given by the PARTIES and discussed between the PARTIES. A detailed time schedule
                                         of related activities and corresponding milestones is set out in Annex 4. The
                                         PROJECT costs will be re-calculated and confirmed or adapted after each milestone has
                                         been reached or after completion of each work package as specified out in Annex 2.
                                         If the effectively used and reported working hours by XERTECS exceed the calculated and
                                         agreed initial budget by more than 10%, the PARTIES agree to discuss and approve additional
                                         compensation for XERTECS.



 


		6.6.	XERTECS
                                         agrees to an open book policy on effectively incurred working hours and days that allows
                                         ORAMED, or its designees, to ensure that the SERVICES are on track and that the utilization
                                         of project funds by XERTECS is done properly. At the end of each payment period, XERTECS
                                         will provide ORAMED with a written quarterly report which includes the man-hours spent
                                         by the Designated Personnel on the PROJECT during each quarter and from the beginning
                                         of the PROJECT by that quarter.



 


		6.7.	The
                                         payment schedule with milestones, milestone or monthly payments and payment conditions
                                         are described in Annex 4.



 


		6.8.	All
                                         payments due to the terms of this agreement are expressed to be exclusive of value added
                                         tax (VAT) or similar indirect taxes (e.g. goods and service tax). VAT/indirect taxes
                                         shall be added to the payments due to the terms if legally applicable.



 


		6.9.	Out-of-pocket
                                         expenses for any travelling (e.g. costs for travelling to PRC) which is directly related
                                         to the PROJECT will be charged at costs and is not included in above given budget; provided,
                                         however, all travel and related expenses need to be pre-approved in writing by ORAMED.



 


		6.10.	Costs
                                         for the purchase and execution of the qualification of any specific testing, processing
                                         and manufacturing equipment are not included in the PROJECT costs. Any such expenses
                                         must be preapproved in writing by ORAMED



 


		7.	TERM
                                         AND TERMINATION



 


		7.1.	This
                                         term of this Agreement shall commence
                                         on the EFFECTIVE DATE and shall continue for a period of 4 years, unless earlier terminated
                                         in accordance with the provisions hereof (Term).



 






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		7.2.	This
                                         Agreement may be terminated by either
                                         Party without the other Party
                                         being entitled to any indemnity whatsoever, in case the other Party
                                         is in material breach of this Agreement
                                         and does not correct such breach within 60 days after having received a written
                                         notice of such breach from the terminating Party;
                                         provided, however, that where the breaching PARTY is taking diligent measures
                                         to remedy the breach but requires additional time to complete such remedy, such PARTY
                                         shall notify the non-breaching PARTY in writing of the measures taken and the need for
                                         additional time to complete the remedy and such PARTY shall be granted an additional
                                         60 days to cure the breach.



 


A
material breach of this AGREEMENT includes but is not limited to one or more of the following cases:


 


		-	Breach
                                         of confidentiality as stipulated in Article 4 of this AGREEMENT



		-	Delayed
                                         payment or non-payment of the project consideration as stipulated in Article 6 of this
                                         AGREEMENT



		-	Project
                                         delay by more than 12 weeks caused by either PARTY in accordance with the agreed milestones
                                         for such PARTY’s performance of this AGREEMENT. In case such delay is caused by
                                         ORAMED ́s partners or subcontractors, XERTECS is entitled to terminate this AGREEMENT
                                         as well.



 


		7.3.	In
                                         addition, ORAMED may terminate this AGREEMENT by providing 90 days’ advance notice
                                         to XERTECS. In order to mitigate any losses of other concerned parties, notice of such
                                         termination shall also be provided to such other concerned parties.



 


		7.4.	In
                                         case of termination of this Agreement
                                         by ORAMED pursuant to Section 7.3, ORAMED agrees to compensate XERTECS with a cancellation
                                         fee as specified in Annex 6, as may be applicable. In case of termination within
                                         the first 18 months of the project, the Credit Mechanism (as detailed in Section 6.3)
                                         shall apply.



 


		7.5.	The
                                         provisions of Article 4 (Confidentiality), Article 5 (Property Rights), Section 8.5 (Indemnity),
                                         Article 9 (Miscellaneous) and Article 10 (Law and Dispute Resolution) shall survive the
                                         termination of this Agreement.



 


		8.	REPRESENTATIONS
                                         AND WARRANTIES; INDEMNIFICATION



 


		8.1.	XERTECS
                                         represents and warrants (i) that its execution of this AGREEMENT has been duly authorized
                                         by all necessary corporate action, and that it has all necessary legal rights to perform
                                         the PROJECT and provide the SERVICES; (ii) that its performance of its obligations hereunder
                                         and the performance by the Designated Personnel of their respective responsibilities
                                         hereunder does not and will not conflict with any agreements and/or undertakings to which
                                         XERTECS and such personnel is subject; (iii) that to the best of its knowledge no SERVICES
                                         XERTECS provides or technology, know-how and information transferred under this Agreement,
                                         including RESULTS (hereinafter, the “Transferred know-how”) infringes any
                                         intellectual property right of any third party within and outside the LICENSEE TERRITORY;
                                         (iv) that there are no actual, pending, or to the knowledge of Xertecs, alleged or threatened
                                         adverse actions, suits, claims, interferences or formal governmental investigations involving
                                         the Transferred know-how by or against Xertecs in or before any court, governmental or
                                         regulatory authority; and (v) it has not received any written notice from any third party
                                         asserting or alleging that any transferred know-how infringed or misappropriated or infringes
                                         or misappropriates the intellectual property rights of any such third party.



 






    	 	11	 



     


    

 


		8.2.	XERTECS
                                         agrees that neither XERTECS nor the Designated Personnel shall, during the term of this
                                         Agreement, serve any interest or do any
                                         act or thing, which might conflict with the interests of ORAMED and HTIT regarding the
                                         SERVICES. Without limiting the generality of the foregoing, XERTECS shall not and shall
                                         ensure that the Designated Personnel do not perform services for a third party (excluding
                                         HTIT) which may be identical or similar to the SERVICES and which are directly related
                                         to the PRODUCT without prior approval by Oramed.



 


		8.3.	XERTECS
                                         will carry out the SERVICES in accordance with appropriate scientific and professional
                                         standards and undertakes to use its best efforts to perform the SERVICES as described
                                         in Annex 2. However, due to the experimental nature of the PROJECT and due to
                                         the involvement of HTIT which is not a party in this AGREEMENT, ORAMED acknowledges that
                                         XERTECS shall not be liable that specific results may be achieved; provided, however,
                                         that XERTECS will seek further solutions under reasonable efforts to ensure that DELIVERABLES
                                         applicable to the PROJECT are realized.



 


		8.4.	Neither
                                         Party shall, under any circumstances, be liable for special, incidental or consequential
                                         damages, including but not limited to, loss of profits; provided, however, that
                                         such exclusion of liability shall not apply where the damages are caused by the intentional
                                         misconduct or fraud of, in the case of XERTECS - XERTECS and/or the Designated Personnel;
                                         and in the case of ORAMED - the intentional misconduct or fraud of ORAMED.



 


		8.5.	XERTECS
                                         hereby agrees to defend, hold harmless and indemnify ORAMED and its AFFILIATES and their
                                         respective directors, officers, employees, sublicensees and customers (the “ORAMED
                                         Indemnitees”) from and against any and all liabilities, expenses or losses, including
                                         reasonable legal expenses and attorneys’ fees (collectively “Losses”)
                                         in each case resulting from third party suits, claims, actions and demands (each, a “Third
                                         Party Claim”) arising out of (a) a breach of XERTECS’s representations and
                                         warranties set forth in Article 8 above and/or (b) any claim that the provision of the
                                         SERVICES, including any use by ORAMED and/or HTIT of the RESULTS, technology, know-how
                                         and information transferred under this Agreement infringes the intellectual property
                                         rights of such third party within and/or outside the LICENSEE TERRITORY.



 






    	 	12	 



     


    

 


		8.6.	ORAMED
                                         hereby agrees to defend, hold harmless and indemnify XERTECS and its AFFILIATES and their
                                         respective directors, officers, employees, sublicensees and customers (the “XERTECS
                                         Indemnitees”) from and against any and all Losses in each case resulting from a
                                         Third Party Claim arising out of a breach of ORAMED’s representations and warranties
                                         set forth in this Agreement.



 


		8.7.	If
                                         any indemnitee receives notice of any claim for which it intends to seek indemnification
                                         hereunder, such indemnitee shall, as promptly as is reasonably possible, give the indemnifying
                                         party written notice of such claim. In such event, the Parties shall consult and cooperate
                                         with each other regarding the response to and the defense of any such claim and the indemnifying
                                         party shall, upon its acknowledgment in writing of its obligation to indemnify the indemnitee,
                                         be entitled to and shall assume the defense or represent the interests of the indemnitee
                                         in respect of such claim, that shall include the right to select and direct legal counsel
                                         and other consultants to appear in proceedings on behalf of the indemnitee and to propose,
                                         accept or reject offers of settlement, all at its sole cost; provided, however,
                                         that where such settlement involves any admission of liability on the part of the indemnitee,
                                         the written consent of indemnitee shall be required, such consent not to be unreasonably
                                         withheld, conditioned or delayed. Nothing herein shall prevent an indemnitee from retaining
                                         its own counsel and participating in its own defense at its own cost and expense.



 


		9.	MISCELLANEOUS



 


		9.1.	This
                                         Agreement supersedes any pre-existing
                                         agreements, either oral or in writing. There are not and shall not be any oral statements,
                                         representations, warranties, undertakings or agreements between the Parties
                                         in respect of the subject matter hereof other than as provided by this Agreement
                                         and any mutually accepted written amendments hereto.



 


		9.2.	The
                                         descriptive headings herein have been inserted for convenience only and shall not be
                                         deemed to limit or otherwise affect the construction or interpretation of any provision
                                         hereof.



 


		9.3.	If
                                         any provision of this Agreement or the
                                         application thereof to any person or circumstances is held invalid, such invalidity shall
                                         not affect other provisions or applications of this Agreement
                                         which can be given effect without the invalid provision or application, and to
                                         this end the provisions or applications of this Agreement
                                         are declared to be severable. In lieu of any invalid, prohibited or unenforceable
                                         provision or application thereof, the Parties
                                         or a court (if applicable) shall substitute suitable or equitable terms to carry
                                         out the intent of this Agreement.



 






    	 	13	 



     


    

 


		9.4.	Any
                                         waiver, termination, amendment or modification of this Agreement
                                         is unenforceable unless made in a written document executed by both ORAMED and
                                         XERTECS.



 


		9.5.	XERTECS
                                         may not assign this AGREEMENT to any third party, unless otherwise agreed in writing
                                         by Oramed.



 


		9.6.	In
                                         case of difference between this Agreement
                                         and the Annexes, the terms and conditions of this Agreement
                                         shall prevail.



 


		9.7.	All
                                         correspondence and communications between the PARTIES shall be in the English language.



 


		10.	LAW
                                         AND DISPUTE RESOLUTION



 


		10.1.	This
                                         Agreement shall be governed by the laws
                                         of the United Kingdom, exclusive of its conflict of law principles.



 


		10.2.	Any
                                         dispute, controversy or claim arising out of or relating to this Agreement,
                                         or the breach, termination or invalidity thereof, shall be finally settled by binding
                                         arbitration conducted in the English language in Zurich, Switzerland, pursuant to the
                                         rules of the International Chamber of Commerce before a panel of three arbitrators. Notwithstanding
                                         the foregoing, each PARTY may seek injunctive relief from any court of competent jurisdiction
                                         to enjoin a breach or threatened breach of this Agreement.



 


		11.	FUTURE
                                         PROJECTS



 


		11.1.	ORAMED,
                                                                                                                                                                                                                                                                                                                                XERTECS                                          and HTIT may discuss additional projects based on this agreement and their
                                                                                                                                                                                                                                                                                                                                future business                                          relationship from time to time.



 


[Remainder
of page left intentionally blank – signature page follows immediately]


 






    	 	14	 



     


    

 


IN
WITNESS WHEREOF, the Parties have caused this Agreement
to be signed by their duly authorized corporate officers to be effective as of the Effective
Date.


 


/s/
ORAMED LTD.


 


	Name:	Nadav
    Kidron	 	Date	6/5/16
	 	 	 	 	 
	Function:	CEO	 	 	 


 


	Name:	Harold
    Jacob	 	Date	6/6/16
	 	 	 	 	 
	Function:	Director	 	 	 


 


/s/
XERTECS GmbH


 


	Name:	Dr.
    Bernhard Luy	 	Date	6/13/2016
	 	 	 	 	 
	Function:	Managing
    Director Process Technology	 	 	 


 


	Name:	Matthias
    Tondar	 	Date	6/13/2016
	 	 	 	 	 
	Function:	Managing
    Director Engineering	 	 	 


 


	Name:	Klaus
    Gröschel	 	Date	6/13/2016
	 	 	 	 	 
	Function:	Managing
    Director Sales & Marketing	 	 	 


 






    	 	15	 



     


    

 


ANNEX
1: PRODUCT COMPOSITION (wet capsule shell)


 





	Material	Raw
    material manufacturer	Amount
    per capsule (mg)
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	TOTAL
    FILL MASS	-----	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	TOTAL
    SHELL MASS	-----	 



 






    	 	16	 



     


    

 


	Coating
    formulation	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	-	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	-	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	-	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	TOTAL
    COATING MASS	-----	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]




 






    	 	17	 



     


    

 


annex
2: services / project


 


[THE
CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION]. The setup of the [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] laid out in this Annex are collectively summarized as the [THE CONFIDENTIAL
PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION].


 


[THE
CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
COMMISSION].


 


The
work packages and deliverables listed activities in a chronological order. [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION].


 


The
establishment of analytical labs / facilities for quality control purposes and packaging lines is not in the scope of the PROJECT.


 






    	 	18	 



     


    

 





	WORK
    PACKAGE	DELIVERABLES
	1.    
    Concepts and detailed planning work	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	2.    
    [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
    WITH THE COMMISSION]	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]



 






    	 	19	 



     


    

 


	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]






	3.    
     [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
    WITH THE COMMISSION]	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	*[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]




 






    	 	20	 



     


    

 


annex
3: timeline and milestones


 


	ACTIVTIY	2016	2017	2018	2019	2020
	 	Q1	Q2	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION] 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	      	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    	 	21	 



     


    

 


	ACTIVTIY	2016	2017	2018	2019	2020
	 	Q1	Q2	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    	 	22	 



     


    

 


	ACTIVTIY	2016	2017	2018	2019	2020
	 	Q1	Q2	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4	Q1	Q2
    	Q3	Q4
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       	       
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[THE
    CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH
    THE COMMISSION]	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 






    	 	23	 



     


    

 





annex
4: budget and payment schedule


 


The
total project consideration of 2,360,000 EUR will be paid as follows:


 


		1.	First
                                         non-refundable installment of 300,000 EUR to be transferred within 15 calendar days from
                                         the EFFECTIVE DATE;



 


		2.	Second
                                         non-refundable installment of 250,000 EUR to be transferred within 6 months from the
                                         EFFECTIVE DATE;



 


		3.	Third
                                         non-refundable installment of 250,000 EUR to be transferred within 12 months from the
                                         EFFECTIVE DATE;



 


		4.	Payment
                                         of the remaining 1,560,000 EUR will be discussed between the parties and will be linked
                                         to SERVICES provided in connection with work package bundles reflecting the progress
                                         of the PROJECT. It is currently contemplated that 75% of such payments will be made upon
                                         the start of each work package and the balance will be made upon completion of each work
                                         package, although such arrangements are subject to agreement of the PARTIES.



 


Out-of-pocket
expenses, in particular for travelling, are not included in the budget, and will be paid at cost ORAMED.


 


It
is estimated that one trip to the PRC for work on the project will be required in 2016. All travel and expenses need to be pre-approved
in writing by ORAMED.


 






    	 	24	 



     


    

 





Annex
5: responsibilities 






 





	ORAMED

    (incl. subcontractors)	 XERTECS

    (incl. subcontractors)	HTIT

    (incl. subcontractors)
	Formulation
    development (on-going)	Definition
                                         of product related requirements for Mini-Pilot Plant Line and Soft-Gel Manufacturing
                                         Line (e.g. temperature, relative humidity, size of suites, utilities demands, etc.) and
                                         support to HTIT for planning with regard to requirements related to manufacturing equipment

        Review
        of the plant URS prepared by HTIT
	Planning
                                         and building of Mini-Pilot Plant premises in an existing facility and new facility for
                                         Soft-Gel Manufacturing Line, incl. qualification of systems for purified water, HVAC
                                         etc. considering Chinese regulatory requirements

         

         

        Preparing
        the capsulation plant URS

	QbD
    program, including process development. The package of such process development must provide sufficient information needed
    for process scale-up to [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
    AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] and the setting up of the Chinese facility.	Selection
                                         of product related manufacturing and IPC equipment suppliers, incl. preparation of URS

        Review
        of VMP prepared by HTIT
	Purchase
                                         of equipment as defined by XERTECS, lead for qualification at site (FAT, OQ, PQ)

        Preparing
        the VMP

	Analytical
    method development, qualification and transfer	Qualification
    supervision during DQ, FAT, SAT, OQ, PQ	Setup
    of general and product specific SOP systems
	 	Setup
    of SOPs directly related to manufacture of the product in English, and training	Setup
    of QC laboratory, purchase/ qualification of analytical equipment and implementation of testing methods
	 	Selection
    of excipient suppliers and preparation of testing specifications for excipients	 
	 	Preparation
    of master batch records and process validation protocols in English language	 
	 	Supervision
    of initial manufacturing activities until at least three consecutive successful batches at [THE CONFIDENTIAL PORTION HAS
    BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION].	Conduct
    the trial batches and PV batches under the instruction of Oramed/XERTECS




 






    	 	25	 



     


    

 


Annex
6: compensation in case of termination by oraMed for reasons outside of XERTECS


 


In
case of project termination by ORAMED pursuant to Section 7.3, ORAMED agrees to pay to XERTECS the following cancellation fees:


 


		1.	No
                                         cancellation fee in case of termination within the first 12 months after the EFFECTIVE
                                         DATE; provided, however, that if, at the time of such termination, ORAMED has
                                         not yet paid the entire Initial Fee of 800,000 EUR to XERTECS, ORAMED will pay to XERTECS
                                         the difference between the amount actually paid and 800,000 EUR.



 


		2.	In
                                         case of termination later than 12 months after the EFFECTIVE DATE, ORAMED will pay to
                                         XERTECS 150,000 EUR; provided, however, that if, at the time of such termination,
                                         there remains Unused Hours (meaning there are man-hours that were effectively paid for
                                         by ORAMED but SERVICES were not performed by XERTECS with respect thereto), then the
                                         foregoing amount of 150,000 EUR shall be subject to an adjustment according to the amount
                                         of Unused Hours calculated at the rate of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED
                                         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                                         COMMISSION] Euro per hour. By way of illustration, the total amount of the Initial
                                         Fee (800,000 EUR) “purchases” a total of [THE CONFIDENTIAL PORTION HAS
                                         BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY
                                         WITH THE COMMISSION] hours. Supposing ORAMED terminates the AGREEMENT 15 months after
                                         the EFFECTIVE DATE, and at such time all [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED
                                         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                                         COMMISSION] hours were used in the performance of the SERVICES, ORAMED would be required
                                         to pay to XERTECS the full amount of [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED
                                         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                                         COMMISSION] EUR. If, however, ORAMED terminates the AGREEMENT 15 months after the
                                         EFFECTIVE DATE, and at such time only [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED
                                         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE
                                         COMMISSION] hours were used in the performance of the SERVICES, ORAMED would only
                                         be required to pay to XERTECS [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT
                                         TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION]
                                         EUR (that is, [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST
                                         FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] EUR
                                         less [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR
                                         CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] EUR, where
                                         [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                         TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] EUR is the product of
                                         [THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL
                                         TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION] hours x [THE CONFIDENTIAL
                                         PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS
                                         BEEN FILED SEPARATELY WITH THE COMMISSION] EUR per hour).






 






    	 	26	 



     


    

 


Annex
7: DESignated PERSONNEL


 


The
Designated Personnel will be laid out in a separate agreement between ORAMED and XERTECS.




 


 


 


27