Exhibit 10.1





 


RESEARCH
AND LICENSE AGREEMENT


 


This
Agreement is entered into as of this 8th day of April, 2010 (the “Effective Date”), by and between
a company to be incorporated under the laws of the State of Israel (the “Company”) (until the Company is incorporated,
Crow Technologies 1977 Ltd. Shall be in place of the Company); B.G. Negev Technologies and Applications Ltd., number 510785207,
a company formed under the laws of Israel, having a place of business at 1 Henrietta Szold St., Beer Sheva, 84105 (“BG
Negev”); and Mor Research Applications Ltd. a company incorporated under the laws of the State of Israel having
a place of business at 38 HaBarzel St, Tel Aviv 69710 (“Mor”). BG Negev and Mor shall be referred to hereinafter
jointly and severally as “Licensors” and each as a “Licensor”.


 


Licensors
the Company and Mor shall be hereinafter collectively referred to as the “Parties”; each one of which also be
referred to as a “Party”.


 


WHEREAS,
BG Negev, a company wholly-owned by Ben Gurion University (“BGU”), is exclusively in charge of the protection,
management and commercial exploitation of the intellectual property and know how of BGU; and


 


WHEREAS,
Mor, a company wholly-owned by Clalit Medical Services (the “Institute”), is exclusively in charge of the protection,
management and commercial exploitation of the intellectual property and know how of the Institute; and


 


WHEREAS,
the Company desires to receive from Licensors an exclusive, world wide, sublicensable right and license to utilize Licensors IP
(as such term is defined below) for the commercial development, production, marketing, sublicensing, distributing and selling of
the Leukemia Licensed Products and the Licensed Products (as such terms are defined below); and


 


WHEREAS,
Licensors agree to grant such license to the Company, all in accordance with the terms and conditions contained herein; and


 


WHEREAS,
the Parties wish to set forth herein the terms and conditions of their research and economic collaboration;


 


NOW,
THEREFORE, the Parties hereto, intending to be legally bound, hereby agree as follows:


 


		1.	GENERAL



 


		1.1	The preface and Appendices to this Agreement constitute an integral part hereof.



 


		1.2	The headings of the sections and subsections of this Agreement are for convenience and reference
purposes only, and shall not be used for the interpretation thereof.



 


		1.3	This Agreement contains the entire understanding of the Parties with respect to the subject matter
hereof, and cancels all prior or pre-existing negotiations, declarations, presentations, commitments and/or agreements, whether
written or oral, whether explicit or implied, between the Parties, with respect to such subject matter.



 




     


     


    

 


		1.4	In this Agreement, unless otherwise required or indicated by the context, the singular shall include
the plural and vice-versa, the masculine gender shall include all other genders.



 


		1.5	In this Agreement, the following expressions shall have the meanings appearing alongside them,
unless the context otherwise requires:



 


		1.5.1	“Affiliate” - shall mean with respect to any Person, any other Person that directly
or indirectly, through one or more intermediary Persons, Controls or is Controlled by or is under common Control with such Person.



 


		1.5.2	“Agreement”- shall mean this agreement together with all the appendices and
annexes hereto.



 


		1.5.3	“Calendar Quarter” - shall mean during any given calendar year the periods from
January 1 – March 31, April 1 – June 30, July 1 – September 30, and October 1 – December 31.



 


		1.5.4	“Commercialize” - shall mean to render research, develop, manufacture, market,
distribute, sublicense, sell, lease and/or make any other disposition of, a product and/or service.



 


		1.5.5	“Company IP” - shall mean Company
Research Results, and/or the Company Improvements and all IP independently developed by the Company prior to and after execution
of this Agreement in relation only to the Licensed Products and Leukemia Licensed Product, including based on the Licensed IP.



 


		1.5.6	“Company Improvements” – shall mean Improvements made, discovered or reduced
to practice by the Company regarding the Licensed Products and Leukemia Licensed Products, including based on the Licensed IP.



 


		1.5.7	“Control” – shall mean the power to direct or manage the affairs of the
relevant entity or the beneficial ownership of more than fifty percent (50%) of such entity by voting share, equity interest, partnership
interests, contract or otherwise.



 


		1.5.8	“Existing IP” – shall mean provisional patent application number 61/318,395
filed on March 29th 2010.



 


		1.5.9	“First Commercial Sale” – shall mean the first sale of a Leukemia Licensed
Product or a Licensed Product by an Invoicing Entity to a non-Affiliated Third Party, for value and not for demonstration or other
promotional purposes or testing or development purposes, after obtaining
all required approvals from any competent authority to Commercialize such product.



 


		1.5.10	“Improvements” – shall mean improvements and/or modifications of the Licensed
IP.



 




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		1.5.11	“Inventors”
– shall mean Prof. Ilana Natan, Prof. Shaul Mordechai, Prof. Joseph Kapelushnik and Udi Zelig.



 


		1.5.12	“Invoicing
                                                                Entity” –  shall mean the Company and/or any Affiliate of the Company and/or any Sublicensee of the Company
                                                                and/or any Sublicensee of any Affiliate of the Company. For the sake of clarity non Affiliated Third Parties such as
                                                                resellers, agents etc. shall not be considered as an Invoicing Entity if and to the extent the contractual relations between
                                                                such Third Parties and an Invoicing Entity are constructed of (only) the sale of Leukemia Licensed Product(s) and/or Licensed
                                                                Product(s) to such Third Parties for the purpose of reselling same.



 


		1.5.13	“Intellectual Property”,
                                                                                                             “IP” – shall mean any and all intellectual property, whether or not registered or protected by
                                                                                                             patent rights, including, but not limited to, trade secrets, procedures, protocols, inventions, moral rights, drawings,
                                                                                                             trademarks, databases, know-how, improvements, discoveries, conceptions, ideas, techniques, designs, products, developments,
                                                                                                             specifications, methods, drawings, diagrams, models, software programs, data, data analysis, data interpretation, written
                                                                                                             reports, compounds, compositions, substances, processes, information and other results of whatsoever nature and all rights
                                                                                                             therein including copyright, patent rights, database rights, rights in designs and all registrations and applications
                                                                                                             therefore, and all continuations, continuations in part, divisional applications, and renewals of any of the foregoing, in
                                                                                                             any part of the world.



 


		1.5.14	“License”
 – shall mean the license granted under Section 2 below.



 


		1.5.15	“Licensed
                                                                Patents” or “Licensed IP”  – shall mean: (i) the Existing IP; (ii) all patent applications
                                                                that may hereafter be filed by or on behalf of the Licensor, in any jurisdiction, which either are based on or claim priority
                                                                from any Existing IP (iii) any issued patent(s) and pending patent application(s) relating to leukemia identification and
                                                                screening and filed pursuant to this Agreement to protect the Existing IP, whether filed as an original application,
                                                                continuation, continuation-in-part or divisional application; (iv) all patents which may be granted pursuant to any of the
                                                                foregoing patent applications; (v) all IP using the FTIR for cancer diagnosis and follow up, which has not been developed by
                                                                the Company.



 


		1.5.16	“Leukemia
                                                                Licensed Product(s)”  – shall mean any process, product and/or service utilizing or incorporating the
                                                                Licensed IP and/or Company IP or any part thereof in the field of Leukemia.



 


		1.5.17	“Licensed
                                                                Product”  – shall mean any process, product and/or service utilizing or incorporating the Licensed IP and/or
                                                                Company IP or any part thereof in any other fields which are not Leukemia.



 






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		1.5.18	“Net
                                                                Sales”  – shall mean all amounts actually collected by an Invoicing Entity in connection with the
                                                                Commercialization of the Leukemia Licensed Products and/or the Licensed Products and/or the Licensed IP and practice
                                                                methods in connection with the use of the Leukemia Licensed Products and the Licensed Products and/or Licensed IP, less
                                                                indirect taxes and charges, including sales tax, custom charges, freight and insurance (if separately invoiced) and any
                                                                allowances or trade and quantity discounts actually granted by the Company, less any returns and allowances of Licensed
                                                                Products and/or Leukemia Licensed Products; provided, however, that; (i) in any transfers of Leukemia Licensed Products and
                                                                Licensed Products between an Invoicing Entity and an Affiliate thereof, Net Sales shall be equal to the total amount actually
                                                                received by such Affiliate on resale to an independent Third Party purchaser; and (ii) in the event that the Invoicing Entity
                                                                or an Affiliate thereof, receives non-monetary consideration for any Leukemia Licensed Products and Licensed Products or in
                                                                the case of transactions not at arm’s length with a non-affiliate of the Invoicing Entity, Net Sales shall be
                                                                calculated based on the fair market value of such consideration or transaction, assuming
                                                                an arm’s length transaction made in the ordinary course of business.



 


		1.5.19	“Person” – shall mean an individual, partnership, corporation, limited
liability company, association, joint stock company, trust, probate estate, joint venture, unincorporated
organization, governmental authority or any other entity.



 


		1.5.20	“Research Team” – shall mean the Inventors and/or those BGU’s and/or
BG Negev’s and/or Mor and/or Soroka Medical Center’s (“Soroka”) medical doctors, researchers, scientists
and technicians working at BGU’s and/or BG Negev’s and/or Soroka’s and/or Mor’s facilities under the direction
of any of the Inventors.



 


		1.5.21	“Sublicense” – shall mean any right granted by the Company under the License
to Third Parties, including to Affiliates or sub-contractors, as well as any right granted by any Affiliate of the Company, with
respect to or permitting any use of any of the Licensed IP or otherwise permitting the Commercialization of the Leukemia Licensed
Products and the Licensed Products.



 


		1.5.22	“Sublicensee” – shall mean a non-Affiliated Third Party to whom the Company
or an Affiliate of the Company grants a Sublicense.



 


		1.5.23	“Sublicense Income” – shall mean amounts actually received by the Company
and/or any Affiliate of the Company from a Sublicensee attributable to the grant of a Sublicense under the License, excluding royalties
from Sublicensees calculated based on sales of the Leukemia Licensed Products and the Licensed Products by such Sublicensees to
Third Parties. In the event the Company and/or any Affiliate of the Company receives Sublicense Income in the form of non-cash
consideration, the Company shall determine the equivalent cash value based on the fair market value of such non-cash consideration
assuming an arms-length transaction made in the ordinary course of business.



 




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		1.5.24	“Third Party” – shall mean any
Person other than the Parties.



 


		2.	GRANT
OF LICENSE



 


Subject
to full compliance by the Company with all the terms and conditions of this Agreement. Licensors hereby grant to the Company,
subject to the terms of this Agreement, an exclusive, worldwide, sub-licensable license under their rights in the Licensed IP
to Commercialize the Leukemia Licensed Products and the Licensed Products. For purposes of this Section 2, the term “exclusive”
means that each of Licensors and/or BGU shall not have any right to grant such licenses or rights to any Third Party or engage
in any of the foregoing and in addition shall not be entitled to directly, by itself or through any affiliate or third party on
its behalf, Commercialize the Leukemia Licensed Products and the Licensed Products; however, each of Licensors will retain the
right to use or to have used the Licensed IP solely for internal non-commercial research purposes, provided that if and to the
extent such research shall be conducted by the Research Team, the results of such research shall be provided to the Company and
shall be included in the Licensed IP and the provisions of this Agreement shall apply thereto.


 


		3.	SUB-LICENSES



 


		3.1	Subject to the terms and conditions of this Section 3 the Company shall be entitled to grant Sublicenses
under the License.



 


		3.2	Sublicenses shallonly be granted pursuant to written
agreements (“Sublicense Agreement”), which shall be in compliance and not inconsistent with the terms and conditions
of this Agreement.



 


		3.3	Each Sublicense Agreement shall contain undertakings by the Sublicensee to observe and perform
provisions substantially similar to those contained in this Agreement with regard to, inter
alia, confidentiality,
non-assignability, liability, Licensors’ proprietary rights and termination.



 


		3.4	Each Sublicense Agreement shall terminate automatically upon expiration or termination of this
Agreement. Upon such termination, Licensors shall be entitled to enter into direct licensing agreements with any such Sublicensee
excluding in the event that the termination of this Agreement results from a material breach of any of the Licensors, in which
case said Licensor’s right (to enter into direct licensing agreements with Sublicensees) shall be subject to the Company’s
approval). Notwithstanding the above-mentioned, Company shall be entitled to permit any Sublicensee to fulfill any outstanding
undertaking such Sublicensee has on the date of termination of this Agreement to supply Leukemia Licensed Products and/or Licensed
Products to any Third Party subject to the fulfillment of Company’s obligations hereunder with regard to such sales. The
above exception shall not apply in case that this Agreement has been terminated as a result of Company’s failure to effect
payments under Sections 4 and 5 below.



 


		3.5	Each Sublicense Agreement shall include all terms necessary to enable performance by the Company
of its obligations under this Agreement.



 




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		3.6	A copy of each Sublicense Agreement shall be submitted to Licensors, provided that Licensors shall
sign, if requested by Sublicensee, a confidentiality undertaking.



 


		3.7	Concurrently with the signature of each Sublicense Agreement, the Company shall submit to Licensors:
(i) a non-disclosure agreement signed by the Sublicensee in a form reasonably acceptable to Licensors; and (ii) an undertaking
executed by the Sublicensee confirming its obligations to Licensors, in accordance with the terms of this Agreement, in a form
reasonably acceptable to Licensors.



 


		3.8	The Company hereby agrees and undertakes to make commercially reasonable efforts to ensure that
Sublicensees do not materially breach their respective Sublicense Agreement. If the Company fails to make such commercially reasonable
efforts (which for this purpose include also the termination by the Company of the respective Sublicense Agreement as provided
below), it hereby agrees and undertakes that it shall remain solely responsible towards Licensors for all acts and omissions performed,
or omitted, by any such Sublicensees (“Acts”). Any Acts by any Sublicensee which are not remedied by the Company
or the Sublicensee within a period of thirty (30) days from the date of service of a notice [and for this purpose it is agreed
that the termination of the respective Sublicense Agreement by Company shall be considered as an appropriate remedy], and which
would have constituted a breach of this Agreement by the Company had it been the Act of the Company, shall constitute a breach
of this Agreement by the Company.



 


		4.	CONSIDERATION
AND PAYMENT TERMS



 


		4.1	In consideration for the rights granted under this Agreement, the Company, shall pay Licensors
the following fees and payments:



 


		4.1.1	Running
Royalties. The Company shall pay Licensors three percent (3.0%) of Net Sales of any Leukemia Licensed Products and
two and a half percent (2.5%) of Net Sales of any Licensed Products (“Running Royalties”). Notwithstanding the
aforesaid, in the event that no patent will be granted for the patent application/s filed by Licensors or by Company in any of
the following major territories: USA, Canada, Europe and or Japan, the Running Royalties shall be decreased to 2% of Net Sales
of Leukemia Licensed Products and Licensed Products in that certain territory. For the sake of clarity it is hereby recorded that
Running Royalties in connection to sales of Leukemia Licensed Products or Licensed Products shall not be paid more than once (e.g.
as a result of transfers from an Affiliate of the Company to the Company or from one Affiliate to another). Running Royalties shall
be paid starting from the Initiation Date (as defined below) or the First Commercial Sale, the earlier of, and in an amount not
less than the Annual Minimum Royalties defined below.



 


		4.1.2	Payments
on Sublicensing Receipts. In addition to the Running Royalties Company shall also pay Licensors an amount equal
to ten percent (10%) of any and all Sublicense Income for any Leukemia Licensed
Products, and seven and a half percent (7.5%) of any and all Sublicense Income for any Licensed Products (“Sublicense
Consideration”).



 




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Notwithstanding
the above, if Company’s or any of its Affiliate’s sole consideration from a Sublicensee Agreement is Sublicense Income
(no Running Royalties), Company shall pay Licensors twenty percent  (20%)
of such Sublicense Income received from the Sublicensee for  Sublicense of any
Leukemia Licensed Products and fifteen percent (15%) of such Sublicense Income received from the Sublicensee for Sublicense of
any Licensed Products.


 


		4.1.3	Minimum Royalties.
Starting in the fifth calendar year following the Effective Date (8/4/2014) (“Initiation Date”) the Company
shall pay Licensors an annual minimum royalty (“Annual Minimum Royalty”), as follows: for the first calendar
year from the Initiation Date (2015): US$ 10,000; for the second calendar year following the Initiation Date (2016): US$ 25,000;
as of the third calendar year following the Initiation Date and as long as this Agreement is in full force (2017 and thereafter):
US$ 50,000. The Minimum Annual Royalties paid for each year shall be creditable against Running Royalties and Sublicense Consideration
paid to Licensors with respect to that specific calendar year. In the event that the First Commercial Sale shall be achieved before
the Initiation Date, the above timetable for payment of Annual Minimum Royalty will
be accelerated accordingly [e.g. in case the First Commercial Sale shall be achieved on the second calendar year following the
Effective Date, the amount of US$ 10,000 will be due on the third calendar year (following the Effective Date); US$ 25,000 on the
forth calendar year; and US$ 50,000 as of the fifth calendar year].



 


		4.2	Payment. All
payments due under this Agreement shall be payable in US$. Payment shall be made as follows:



 


		4.2.1	Running Royalties
shall be paid by the Company to Licensors no later than forty five (45) days after the end of each Calendar Quarter.



 


		4.2.2	Sublicense Consideration
shall be paid no later than forty five (45) days after the end of each Calendar Quarter.



 


		4.2.3	The Company shall
pay Licensors the Minimum Annual Royalty due hereunder on the last day of each calendar Quarter for which the Minimum Annual Royalty
is due, in respective portions (i.e. - 25% of the Annual Minimum Royalty shall be paid on the last day of the first calendar Quarter,
additional 25% shall be paid on the last day of the second calendar Quarter, etc). For the sake of clarity and for the avoidance
of any doubt, expiration or termination of this Agreement prior to the termination of any calendar year for which Minimum
Annual Royalties are due hereunder shall entitle Licensors, without prejudicing any additional rights or remedies available to
Licensors pursuant to this Agreement and/or the applicable law, to a pro-rata portion of the Minimum Annual Royalty for said calendar
year.



 




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		4.2.4	For the avoidance of doubt, in the event that the amount
of Running Royalties and/or Sublicense Consideration actually received by Licensors for any calendar year during which Minimum
Annual Royalties are payable to Licensors hereunder, will be lower than the Minimum Annual Royalty payable for such year, then
the Company shall pay Licensors an amount that is equal to the difference between said Running Royalties and/or Sublicense Consideration
and the Minimum Annual Royalty, no later than forty five (45) days following the end of the relevant calendar year.



 


		4.3	Overdue
                                         Payments. Without derogating from Licensors’
                                         rights hereunder or by law to any other additional remedy or relief, if the payments
                                         due to Licensors under this Agreement have not been paid by its due date of payment,
                                         the overdue monies shall bear interest at the U.S. prime rate plus two percent (2%),
                                         or, if such rate is not permitted by law, at the maximum rate permitted by the law. at
                                         the actual time of payment, on the outstanding sums. Said interest and the payment and
                                         acceptance thereof shall not preclude Licensors from exercising any other rights it may
                                         have as a consequence of the lateness of any payment.



 


		4.4	Payment
                                         Method. Each payment due to Licensors under this
                                         Agreement shall be made by wire transfer to Licensors’ accounts in accordance with
                                         written instructions as provided by Licensors, and shall be net and free of any set-offs,
                                         deductions or withholdings, except as set forth in Section 4.6 below. 50% of each payment
                                         shall be remitted to the bank account of BG Negev (the details of which shall be provided
                                         by BG Negev to the Company from time to time) and 50% shall be remitted to the bank account
                                         of Mor (the details of which shall be provided by Mor to the Company from time to time).



 


		4.5	Currency
                                         Conversion. Wherever it is necessary to convert
                                         currencies for Net Sales or Sublicense Income received by the Company in a currency other
                                         than the USD, such conversion shall be made into USD using the exchange rate for converting
                                         the applicable currency to the USD as published by Bloomberg on the date the applicable
                                         Net Sales have been received by the applicable Invoicing Entity.



 


		4.6	Withholding
                                         and Similar Taxes. If applicable laws requires
                                         that taxes be withheld from any amounts due to Licensors under this Agreement, the Company
                                         shall: (a) deduct these taxes from the remittable amount, (b) pay the taxes to the appropriate
                                         tax authority, and (c) promptly deliver to Licensors a statement including the amount
                                         of tax withheld and justification therefore, and such information as may be necessary
                                         for tax credit purposes. Each Party agrees to assist the other Party in claiming exemption
                                         from such deductions or withholdings under any double taxation or similar agreement or
                                         treaty which may be in force from time to time.



 




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		5.	COMPANY
REPORTS AND RECORDS



 


		5.1	Reports.
Within forty five (45) days after the conclusion of each Calendar Quarter, commencing with the first Calendar Quarter in which
an Invoicing Entity first receives consideration from Net Sales and/or Sublicense Income, the Company shall deliver to Licensors
a report containing the following information:



 


		5.1.1	the Leukemia
Licensed Products and the Licensed Products and/or Licensed IP Commercialized by the Company and/or its Affiliates and/or any Sublicensees
in each country for the applicable Calendar Quarter;



 


		5.1.2	the gross amount
billed for the Leukemia Licensed Products and the Licensed Products and/or Licensed IP Commercialized by the Company and/or its
Affiliates and/or Sublicensees in each country during the applicable Calendar Quarter;



 


		5.1.3	a calculation
of Net Sales for the applicable Calendar Quarter in each county, including a list of any and all applicable deductions;



 


		5.1.4	the amount of
Sublicense Income received by the Company and/or its Affiliates for the applicable Calendar Quarter;



 


		5.1.5	the total amount
payable to Licensors in US$ for the applicable Calendar Quarter, together with exchange rates used for conversion, if such rates
apply.



 


The
reports shall state if no amounts are due to Licensors for any Calendar Quarter.


 


		5.2	Records and
Audit. The Company shall maintain,
shall cause its Affiliates to maintain and shall make reasonable commercial effort to cause its Sublicensees to maintain (and for
this purpose will incorporate the necessary provisions in each Sublicense Agreement), complete and accurate, records of the Leukemia
Licensed Products and the Licensed Products and/or Licensed IP that are Commercialized under this Agreement, any amounts payable
to the Company and/or its Affiliates and/or Sublicensees in relation to such Leukemia Licensed Products and the Licensed Products
and/or Licensed IP, and all Sublicense Income received by the Company and/or its Affiliates, which records shall contain sufficient
information to permit Licensors to confirm the accuracy of any reports or notifications delivered to Licensors under Section 5.1.



 


The
relevant party shall retain such records relating to a given Calendar Quarter for at least five (5) years after the conclusion
of the Calendar Quarter. During such five (5) year period, Licensors shall have the right, at Licensors’ sole expense, to
be exercised once every calendar year, to cause an independent, certified public accountant (“Auditor”), who
is mutually acceptable to the Company, bound by a suitable confidentiality arrangement, with the Company, in the form acceptable
to the Company, to inspect the Company’s and the relevant Affiliates’ and Sublicensees’ relevant records during
normal business hours and with prior coordination with the Company and relevant Affiliates and Sublicensees for the purpose of
verifying any reports and payments delivered under this Agreement.


 




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The
Parties shall reconcile any underpayment or overpayment within thirty (30) days after the Auditor delivers the results of the audit
in writing to such Parties, including accurate calculations of such underpayment or overpayment, as applicable, as well as interest
in accordance with Section 4.3.


 


The
Company shall make reasonable commercial effort to cause its Affiliates and Sublicensees to fully comply with the terms of this
Section 5.2.


 


Notwithstanding
the aforementioned, in the event that such an inspection reveals an underpayment of monies to Licensors by more than ten percent
(10%), the Company shall pay all direct costs of the Auditor plus liquidated damages of 10% of the outstanding sums.


 


		6.	DEVELOPMENT
AND COMMERCIALIZATION



 


		6.1	The Company undertakes,
at its own expense and discretion, to carry out the development and manufacturing work necessary to Commercialize the Licensed
Products.



 


		6.2	Without derogating
from the aforesaid, the Company
shall use commercially
reasonable efforts to develop
and to introduce the Leukemia Licensed Products and the Licensed Products into the commercial
market as soon as practicable and thereafter, until the expiration or termination of this Agreement, to use reasonably commercial
efforts and endeavors to keep the Leukemia Licensed Products and the Licensed Products reasonably available to the public, provided
such Leukemia Licensed Products and Licensed Products have continuous certifications and approvals (and the company shall use commercially
reasonable efforts to procure that such certifications and approvals are granted).



 


		6.3	The Company shall
provide Licensors for the first three years from the Effective Date with semi-annual written reports, which shall detail the development
status and other related work performed by the Company or by any of its Sublicensees or Affiliates during the six months prior
to the report. After the above-mentioned three years period. Company shall provide Licensors with such written reports on an annual
basis. Such reports shall also set forth a general assessment regarding the development of the Leukemia Licensed Products and the
Licensed Product and the marketing thereof. It is hereby agreed that such reports shall not contain (i) personal information (of
patients) which its disclosure is restricted under applicable law; and (ii) any individual raw data which is according to the mutual
agreement of the Parties not relevant.



 


		6.4	The
Company shall submit to Licensors a written notice with regard to the First Commercial Sale within thirty (30) days after such
sale has been effected.



 




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			 BG Negev, to the extent informed by the applicable researcher of BGU, shall in turn inform Company of any new project
based on the Licensed IP that has been initiated by said researcher of BGU, and shall outline the content of such research within
3 months from the date of initiation of such research.



 


		7.	TITLE
TO LICENSED IP



 


		7.1.	All rights, title
and interest in and to the Licensed IP shall be owned by Licensors and/or BGU and the Company undertakes not to do, or cause to
be done, any acts or things contesting or in any way impairing or tending to impair any portion of Licensors’ and/or BGU’s
right, title and interest in and to any of the aforesaid. The Company further undertakes not to represent in any manner that it
possesses any ownership interest in the Licensed IP nor shall any action taken by the Company or on the Company’s behalf
create in the Company’s favor any right, title or interest in and to the aforesaid.



 


		7.2	All rights, title
and interest in and to the Company IP shall be owned by the Company and Licensors undertake
not to do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of the Company’s
right, title and interest in and to any of the aforesaid.



 


		8.	PATENT
FILING, PROSECUTION AND MAINTENANCE



 


		8.1	The Company shall
bear all patent expenses with respect to the filing, prosecution and maintenance of the Licensed Patents including the out-of-pocket expenses incurred by Licensors in respect to the filing of the Licensed Patents until the Effective Date in the amount of
US$ 8,170. Patent applications shall be in full coordination and subject to advice of the
Company’s patent attorney. Company shall be named at its own cost as an exclusive licensee and the terms of the License shall
be detailed and registered as part of the applicable patent application. During the term of this Agreement Licensors shall not
make any changes in the status of the registration of the Company as an exclusive licensee, for any reason whatsoever, except with
the prior consent of the Company, not to be unreasonably withheld.



 


		8.2	The Company shall
be solely responsible for the ongoing filing, prosecution, maintenance of the Licensed Patents, using its own legal counsel, and
will consult on a general basis with the Licensors in relation to the preparation of any relevant specifications and the filing
of new patent applications included therein. All applications shall list the Company as an exclusive licensee of such Patents.



 


		8.3	All Licensed
Patents shall be filed and registered in the name of Licensors (or their designees) and shall include the Company as an exclusive
licensee.



 


		8.4	The Parties shall
consult and make every reasonable effort to reach an agreement in all respects relating to the manner of making applications and
registering the Licensed Patents, including the time of making the applications, the countries where applications will be made
and all other particulars relating to patent registration as aforesaid.



 




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		8.5	In respect of any patent application mutually approved by the Company and Licensors, any and all
costs and expenses of the preparation, filing, maintenance and prosecution of the Licensed Patents shall be borne and paid by the
Company until termination or expiration of this Agreement.



 


		8.6	The Parties shall assist each other in all respects relating to the preparation of documents for
the registration of Licensed Patents or the maintenance thereof forthwith upon the other Party’s request.



 


		8.7	During the term of this Agreement and as long as there is a commercial justification, as shall
be mutually agreed by the Parties, the Company and Licensors undertake to take all appropriate measures in order to extend the
period of the duration of the patent registrations or any other extension, granted by the law, to enable extension of the time
in which the Licensed Patents are protected. All the terms of this Agreement shall apply to the extended period of protection.



 


		8.8	In the event that the Company shall not pay the costs and expenses related to the filing, maintenance,
prosecution or defense of any Licensed
Patents (the “Abandoned Patent Rights”) in a certain state or country (the “Abandoned Country”)
and Licensors elect to continue to file, maintain, prosecute or defend any such Abandoned Patent Rights in such Abandoned Country
at its own cost and expense, then, subject to Licensor’s obligation to inform the Company 3 months in advance of its intention
to do so and allowing the Company a 7 working days period following such notice to pay the Abandoned Patent Rights, any right granted
hereunder to the Company with respect to the Abandoned Patent Right will terminate with respect to such Abandoned Country, and
the Company shall have no rights whatsoever to exploit such Abandoned Patent Rights in such Abandoned Country.



 


Licensors
hereby warrant that to the best of their knowledge (but without making any special inquiries) the Existing IP does not infringe
upon any Intellectual Property of others. Licensors make no additional representation and extend no additional warranties of any
land, either express or implied, in connection to the validity of any of the Licensed Patents (including the Existing IP). Licensors
disclaim all warranties whatsoever with respect to the merchantability or fitness for a particular purpose of any Licensed Patent.


 


		8.9	If any Party shall become aware of any known or threatened infringements, imitations or counterfeits
of the Licensed Patents and/or the Leukemia. Licensed Products and/or the Licensed Products by any Third Party, it shall notify
the other Party and the Company may take legal action in its own name, at the Company’s cost and expense, and with counsel
of the Company’s choosing. If required or asked by the Company, Licensors shall join the Company as a party to any proceeding
relating to prosecuting or defending such infringement actions, at the cost and expense of the Company. In the event that the Company
shall elect NOT to take any legal action in its own name, the Company shall so notify Licensors and Licensors shall be entitled
to pursue such legal action against third parlies at its own cost and expense. If there is any monetary recovery in any such action
commenced by the Company, the Company shall have the right to deduct all of its counsel fees and costs after which any remaining
proceeds will be divided thirty-five percent (35%) to Licensors and sixty-five percent (65%) to the Company. If there is any monetary
recovery in an action commenced by Licensors in accordance with this Section, Licensors shall have the right to deduct all of its
counsel fees and costs after which any remaining proceeds will be divided thirty-five percent (35%) to the Company and sixty-five
percent (65%) to Licensors.



 




    12 


     

    

 





		9.	CONFIDENTIAL
INFORMATION AND PUBLICATIONS



 


		9.1	Concurrently with the signature hereof, the Parties shall execute a non-disclosure agreement in
the form attached hereto as Appendix “A”.



 


		9.2	Licensors shall have the right to allow Licensor’s researchers to publish research results
obtained from the use of the Licensed IP according to Section 2 above, in scientific publications or to present such results at
scientific symposia, provided that the following procedure is followed:



 


		9.2.1	Such publications and presentations shall comply with standard academic practice regarding authorship
of scientific publications and recognition of contribution of other Parties .



 


		9.2.2	No later than forty-five (45) days prior to submission for publication of any scientific articles,
abstracts or papers concerning such research results and prior to the presentation of such results at any scientific symposia,
the researchers shall send to the Company and Licensors a written copy of the material to be so submitted or presented, and shall
allow them to review such submission in order to determine whether the publication or presentation contains subject matter for
which patent protection should be sought prior to publication or presentation or whether the publication or presentation contains
non-patentable know how or trade secrets that should remain confidential.



 


		9.2.3	The Company and Licensors shall provide their written comments with respect to such publication
or presentation within forty-five (45) days following their receipt of such written material.



 


		9.2.4	If the Company and/or Licensors, in their written comments, identifies material for which patent
protection should be sought, then they shall cause the publication or presentation of such submission to be delayed for up to an
additional sixty (60) days to enable the Parties, through the Parties’ patent counsel to make the necessary patent filings
in accordance with Section 8 above.



 


		9.2.5	If the Company, in its written comments, identifies material which contains know how and trade
secrets that, in the reasonable judgment of the Company, should not be patented but should be maintained in confidence as trade
secret then such publication or presentation will not be published or presented or will be delayed for up to an additional sixty
(60) days to enable the Parties, through the Parties’ patent counsel to make the necessary redactions in the publication
or presentation to maintain such confidentiality. In this regard the Company and Licensors will exercise all good faith efforts
to cooperate with the researchers, recognizing their interest in publishing and discussing their work.



 




    13 


     

    

 


		9.2.6	After compliance with the foregoing procedures with respect to an academic, scientific or medical
publication and/or public presentation the researchers shall not have to resubmit any such information for reapproval should it
be republished or publicly disclosed in another form.



 


		10.	LIABILITY
AND INDEMNITY



 


		10.1	The Company hereby declares towards the Licensors only that it alone assumes any and all liabilities
and/or responsibilities for any Leukemia Licensed Products and any Licensed Products and/or Licensed IP Commercialized by or on
behalf of the Company and/or any of its Affiliates and/or Sublicensees. Without derogating from the generality of the aforesaid,
the Company shall be responsible to obtain, at its own risk and expense, any and all licenses and/or official authorizations, including,
without limitation, with respect to standards and/or quality, required with respect to the Commercialization of the Leukemia Licensed
Products and/or the Licensed IP in accordance with any relevant laws, rules and regulations but only with respect to jurisdictions
in which the Company has a License under this Agreement and in which it will Commercializes the Leukemia Licensed Products and
the Licensed Products. Notwithstanding the above, the Company shall not be liable or responsible for any Third Party claim the
cause of action of which is infringement of IP rights by the Existing IP or any patent issued pursuant to any Existing IP.



 


		10.2	All warranties in connection with the Leukemia Licensed Products and the Licensed Products and/or
the Licensed IP shall be made by the Company or its Affiliates
and/or Sublicensees as manufacturer and seller, and shall not directly or by implication obligate Licensors and/or their officers,
directors, agents, employees, shareholders, successors and assignees, and each of them (hereinafter collectively: the “Indemnitees”).



 


		10.3	The Indemnitees shall not be liable for any claims, demands, liabilities, costs, losses, damages
or expenses (including legal costs and attorneys’ fees) of whatever kind or nature (all of the foregoing, collectively, “Liabilities”)
caused to or suffered by any person or entity (including the Company, its Affiliates
or any Sublicensee) that directly or indirectly arise out of or result from or are encountered in connection with the exercise
of the License by the Company its Affiliates or any Sublicensee, including directly or indirectly arising out of or resulting from
or encountered in connection with: (i) the Commercialization of any of the Leukemia Licensed Products and the Licensed Products
and/or Licensed IP by the Company and/or its Affiliates and/or any Sublicensee or any person acting in the name of or on behalf
of any of the foregoing, or acquiring, directly or indirectly, any of the Leukemia Licensed Products and/or Licensed IP from any
of the foregoing; or (ii) the exploitation or use by the Company, its Affiliates or any Sublicensee of the Licensed IP or any part
thereof, including of any data or information given, if given, in accordance with this Agreement.



 




    14 


     

    

 


		10.4	In the event that any of the Indemnitees should incur or suffer any Liabilities, that arise out
of or result from or are encountered in connection with the exercise of the License or as otherwise set forth in Section 10.3 above,
or shall be requested or obliged to pay to any person or entity any amount whatsoever as compensation for any Liabilities as aforesaid
in Section 10.3 above, then the Company shall defend, indemnify and hold harmless such Indemnitees from and against any and all
such Liabilities. Without limiting the generality of the foregoing, the Company’s indemnification as aforesaid and the exclusion
of liability in Section 10.3 above shall extend to product liability claims and to damages, claims, demands, liabilities, losses,
costs and expenses attributable to death, personal injury or property damage or to penalties imposed on account of the violation
of any law, regulation or governmental requirement. The aforesaid shall not apply to Liabilities which result from a Third Party
claim the cause of action of which is infringement of IP rights by the Existing IP or any patent issued pursuant to any Existing
IP. Any indemnification under this Agreement is subject to the following provisions: no indemnification
shall be made unless final and
non-appealable judgment is entered against the Indemnitees or any of them or the Company and provided that the Indemnitees were
unable to receive indemnification from other third parties, including insurance companies. Any settlement proceedings initiated
or agreed to by the Indemnitees with any third party shall require the Company’s prior written consent. Indemnitees will
enable the Company, at its sole expense, to solely defend such claims, and will make available for the Company any document and/or
information required for such defense.



 


		10.5	The Company shall at its own expense obtain commercial insurance, commensurate with level of risk
as it should be reasonably anticipated in the present and as it may develop, to insure against its liability during the period
immediately beginning prior to any Commercialization and continuing during the entire period that the License is in force, plus
any additional period any such product, process, or service is being Commercialized by the Company and/or an Affiliate and/or Sublicensee.
Such insurance shall be in reasonable amounts and on reasonable terms in the circumstances, having regard, in particular, to the
nature of the Leukemia Licensed Products and the Licensed Products and/or the Licensed IP, and shall be subscribed for from a reputable
insurance company. The Licensors shall be included as additional insureds under such insurance and the beneficiaries thereof. The
said insurance policy shall include a “cross-liability” provision pursuant to which the insurance is deemed to be separate
insurance for each named insured (without right of subrogation as against any of the insured under the policy, or any of their
representatives, employees, officers, directors or anyone in their name) and shall further provide that the insurer will be obliged
to notify each insured in writing at least thirty (30) days in advance of the expiry or cancellation of the policy or policies.
The Company hereby undertakes to comply with all obligations imposed upon it under such policy or policies and in particular, without
limiting the generality of the foregoing, to pay in full and punctually all premiums and other payments for which it is liable
pursuant to such policy or policies. The Company shall be obliged to submit to Licensors a certificate of insurance within fourteen
(14) days of the date of issue of each such policy.



 




    15 


     

    

 


		10.6	The provisions of this Section 10 shall survive the expiration or termination of this Agreement
for whatsoever reason.



 


		11.	TERM
AND TERMINATION



 


		11.1	The term of this Agreement shall commence on the Effective Date and shall be in full force and
effect for an unlimited period of time, unless earlier terminated as provided in this Section 11.



 


		11.2	Either Party shall be entitled to forthwith terminate this Agreement (without prejudice to other
rights and remedies to which it may be entitled pursuant to this Agreement and/or applicable law) by giving notice in writing to
the other in any of the following events:



 


		11.2.1	The other Party commits any material breach of this Agreement or fails in any other respect to
comply with any material term of this Agreement and shall fail to remedy such breach or failure to comply with this Agreement within
a period of thirty (30) days from the service on it of a notice from the other Party, specifying the breach of failure and requiring
it to be remedied; or



 


		11.2.2	The other Party enters into liquidation or is declared insolvent or bankrupt, or has a liquidator
or an interim liquidator or a receiver or an interim receiver of a material part of its assets appointed, and such appointment
is not removed within a period of sixty (60) days, or seeks or is subject to any other similar relief or procedure under any bankruptcy
laws, insolvency laws or similar statutes.



 


		11.3	In addition to the aforesaid, the Company shall be entitled to terminate this agreement forthwith
in any of the following events:



 


		11.3.1	If, at any time during the period of 5 years following the Effective Date (“R&D Period”),
the Company at its sole discretion determines that Commercialization of Leukemia Licensed Products and the Licensed Products is
not commercially beneficial;



 


		11.3.2	If, during the period of 2 years following the R&D Period, the Company at its sole discretion
determines that Commercialization of Leukemia Licensed Products and the Licensed Products is not commercially beneficial.



 


		11.4	In addition to the aforesaid, Licensors shall be entitled to terminate this Agreement forthwith
if the Company materially fails to fulfill its obligations under Section 6 above or is not demonstrably engaged in in-house research,
development, manufacturing, marketing and licensing programs for a consecutive period of 90 days (and the date in which same occurs
shall be hereinafter referred to as “Non Commercialization Date”). Notwithstanding the above. Licensors shall
not realize such right to terminate the Agreement in case that Company shall transfer to Licensors, as of the Non Commercialization
Date and onwards, Annual Minimum Royalty in the amount of US$ 50,000.



 




    16 


     

    

 


		12.	EFFECTS
OF TERMINATION



 


		12.1	Upon the termination of this Agreement (without prejudicing any additional rights or remedies available
to either Party pursuant to this Agreement and/or the applicable law):



 


		12.1.1	The Company shall promptly return to Licensors or otherwise dispose of, as Licensors may instruct,
all confidential information, including inter alia, documentation, technical pamphlets, photographs, specifications and other materials,
documents and papers whatsoever relating to the Leukemia Licensed Products and the Licensed Products and/or the Licensed IP and/or
any relating know how, process, improvements and/or to the business of Licensors which the Company may have in its possession or
under its control. It is hereby clarified that all information containing the Company IP, shall not be returned. Any and all Company
IP which may have been disclosed or provided to the Licensors, or any of them, shall be returned promptly upon termination of this
Agreement.



 


		12.1.2	All rights granted to the Company by the Licensors hereunder shall cease, and shall revert to Licensors,
and the Company shall not thereafter be entitled, directly or indirectly, to make any use of the Licensed IP and any relating know
how, process and/or improvements, including the Commercialization of the Leukemia and the Licensed Products and/or the Licensed
IP.



 


		12.1.3	Company shall at its own cost and no later than 30 days following the date of termination revoke
its status (in any registry) as an exclusive licensee under any patent and patent application (if such status has been recorded
according to the provisions of Section 8.1 above). Company shall not bear associated costs as aforementioned if termination of
the Agreement is the result of Licensors’ breach of this Agreement.



 


		12.1.4	The Company shall not be entitled, by reason of the termination or expiration of this Agreement,
to claim any compensation, indemnity or damages, whether actual or contingent, for any reason whatsoever (and on the basis of any
cause of action, including unjust enrichment), including, without limitation, on account of the loss of present or prospective
profits on sales or anticipated sales, or expenditures, investments or commitments made in connection therewith, and Licensors
shall not be liable to pay any compensation, indemnity or damages, as aforesaid.



 


		12.2	For the avoidance of any doubt, it is hereby further agreed and understood that the expiration
or termination of this Agreement, for any reason whatsoever, shall not release the Company and/or Licensors from any:



 




    17 


     

    

 


		12.2.1	Obligations, duties or liabilities that have been incurred prior to such expiration or termination;



 


		12.2.2	Obligations, duties or liabilities which, from the contents hereof or the nature thereof, are intended
to survive the expiration or termination of this Agreement, including inter alia, the undertakings subject of Sections 4.2 through
4.6, 5, 7 through 10, 12, 13 and 1215 hereto.



 


		13.	RIGHT OF FIRST
OFFER



 


Subject
to the fulfillment of Company’s obligations hereunder, in the event that Licensors resolve to transfer, sell or assign (“Transfer”)
the Licensed IP or any part thereof (“Transferred IP”) to any Third Party subject to Section 15.4 hereof, the
Company shall have the right of first offer to purchase the Transferred IP according to the following procedure (the “Right
Of First Offer”): (i) Licensors shall notify the Company with regard to their intention to effect a Transfer and will
identify the Transferred IP subject of the Transfer; (ii) at Company’s election the Parties will negotiate in good faith
the terms of the Transfer within a period of thirty (30) days as of such notification of Licensors (“Negotiation Period”);
(iii) in case the Parties fail to execute a Transfer agreement during the Negotiation Period, Licensors may Transfer the Transferred
IP to any Third Party provided however that no Transfer to a Third Party shall be effected on terms more favorable to such Third
Party then the terms offered by Company during the Negotiation Period, without re-initiating the mechanism of the Right of First
Offer subject of this Section.


 


		14.	GOVERNING
LAW, MEDIATION AND ARBITRATION



 


		14.1	This Agreement, its interpretation, validity and breach shall be governed exclusively by the laws
of the State of Israel without regard to its conflict of laws rules.



 


		14.2	The Parties shall endeavor to amicably settle any dispute which may arise between them under or
in connection to this Agreement (a “Dispute”). Any Dispute arising between the Parties not amicably resolved
within fifteen (15) days or any extension thereof agreed to by the Parties, shall be referred to arbitration (the “Arbitration”)
by a single arbitrator to be appointed jointly by the Parties (the “Arbitrator”). If the Parties fail to appoint
the Arbitrator within a period of fourteen (14) days following a written request of any Party to appoint an Arbitrator, then the
arbitrator shall be appointed by the chairman of the Israeli Bar Association. The Arbitration shall be held in Tel-Aviv in Hebrew
language. The decision of the Arbitrator shall be final and binding upon the Parties. This constitutes an arbitration agreement
pursuant to the arbitration law, 1968.



 




    18 


     

    

 


		15.	MISCELLANEOUS



 


		15.1	For the sake of clarity it is agreed that: (i) any right granted to Licensors pursuant to this
Agreement, except for the right of termination and the rights to have the Licensed Patents registered in the name of Licensors,
that should be exercised by Licensors jointly, may be exercised by each Licensor separately (except for the rights to receive royalties
which shall be exercised in accordance with Section 4.4 above); (ii) any obligation of the Company towards Licensors pursuant to
this Agreement shall be fulfilled towards all Licensors and the Company shall not be deemed as having discharged such obligation
if it has been fulfilled only toward some but not all Licensors (iii) the right of termination
granted to Licensors pursuant to this Agreement may only be exercised by Licensors jointly; and (iv) any consent required from
Licensors under this Agreement, shall mean the consent of all Licensors, except if expressly provided otherwise.



 


		15.2	If any provision contained in this Agreement is determined to be invalid or unenforceable, in whole
or in part, the remaining provisions and any partially enforceable provision will, nevertheless, be binding and enforceable, and
the Parties hereby agree to substitute for the invalid provision a valid provision which most closely approximates the intent and
the economic effect of the invalid provision.



 


		15.3	The Parties undertake, during the term of this Agreement, to comply with all applicable laws, regulatory
requirements and codes of practice in carrying out their respective obligations under this Agreement and in all matters relating
hereto.



 


		15.4	Neither Party shall assign this Agreement or its respective rights, duties and obligations hereunder
to any Third Party or parties without having obtained the prior written consent of the other Party, which consent shall not be
unreasonably withheld. Such consent shall not be required where the assignee is an Affiliate or a successor to a Party’s
business in connection with a merger or sale of all or substantially all its assets relating to the subject matter hereof. Notwithstanding
the aforesaid, BG Negev shall be entitled to assign to BGU any rights in IP granted to it in this Agreement and Mor shall be entitled
to assign to the Institute any rights in IP granted to it in this Agreement, without the approval of the Company, provided the
Company’s rights hereunder shall not be adversely affected.



 


		15.5	The failure or delay of a Party to the Agreement to claim the performance of an obligation of the
other Party shall not be deemed a waiver of the performance of such obligation.



 


		15.6	No amendment or alteration of the Agreement shall be valid unless agreed in advance in writing
by both Parties hereto.



 


		15.7	The Company hereby undertakes, to the fullest extent permitted under any law, that in the event
that the Company shall desire to employ any employee, including without limitations any researcher, who has been employed by BGU
and/or Licensors after the date hereof, shall require the prior written consent of Licensors which shall not be unreasonably denied.
For clarification purposes – the Company may engage such person, including without limitations any researcher as consultant
or service provider. In respect of the following persons: Udi Zelig, the Licensors acknowledge that they have no objections whatsoever
to such persons being employed or otherwise engaged with the Company and further acknowledge that they will be working on the Commercialization
of the Licensed IP and development of die Company IP.



 




    19 


     

    

 


		15.8	For the avoidance of any doubt, the Company hereby undertakes not to solicit, engage as sub-contractor
or agent, or employ, directly or indirectly, any of BGU’s and/or Licensors’ employees and/or consultant and/or service
providers, other than in terms and conditions of Section 15.7.



 


		15.9	The relationship between the Licensor and the Company is solely that of independent contractors.
Each of the Parties is in no way the legal representative or agent of the other Party for any purpose and shall have no power to
assume or create any obligation or responsibility of any kind on behalf of the other Party.



 


		15.10	Neither Party shall be liable to the other under this Agreement for any failure or delay in the
performance of its obligations hereunder to the extent that such failure is caused by a duly evidenced event of Force Majeure.
For the purpose of this Agreement, “Force Majeure” shall mean any contingency, which is beyond the control of the prevented
Party, which cannot be practically remedied by such Party, and which arises without the fault or negligence of such Party, and
that such Party could not be reasonably expected to have taken such event and its effects upon its ability to perform into account
at the time of signing this Agreement, including, without limitation war (declared or undeclared), riot, political insurrection,
rebellion or revolution; acts or orders of or expropriation by any government (whether de facto or de jure); fuel shortage; fire,
flood, explosion, earthquake, or other similar natural events, beyond the reasonable control of any of the Parties. A Party claiming
to be unable to perform its obligations under this Agreement shall promptly inform the other Party of the occurrence, nature, extent,
effect and likely duration of such event of Force Majeure, shall use all reasonable endeavors to minimize the effect of the Force
Majeure event on the performance of its obligations under this Agreement and shall forthwith after the cessation of the Force Majeure
event, notify the other Party thereof and resume full performance of its obligations under this Agreement. Should the delay caused
by any event of Force Majeure continue for more than 45 (forty five) consecutive days or more than 90 (ninety) days in any given
calendar year, the non-affected Party shall be entitled to terminate this Agreement by giving a written notice to the affected
Party.



 


		16.	NOTICES



 


		16.1	Notices to be given by one Party to another shall be deemed properly given if reduced to writing
and transmitted to the Party’s address appearing in the first page of this Agreement, by regular mail, certified registered
mail - all to be effective 5 (five) days after their sending date, or by facsimile with confirmation receipt - to be effective
at the first business day following the date of transmission, or by messenger with confirmation receipt - to be effective at the
date of the confirmation receipt.



 


		16.2	The addresses of the Parties, listed in page 1 (one) of this Agreement, shall be subject to any
change of such address notified in writing by one Party to the other, according to the procedure stipulated in this Section 16.



 




    20 


     

    

 


		16.3	Notwithstanding the above, a notice to Licensors shall be considered properly given, only in case
a copy thereof was communicated to Eytan Liraz & Co. Law Offices, 52 Menachem Begin Road, Sonol Tower, Tel Aviv, Israel, Fax:
03 – 5377399.



 


[Remainder
of page deliberately left blank]


 




    21 


     

    

 


IN
WITNESS THE HANDS OF THE PARTIES


 


	Crow
    Technologies 1977 Ltd.	 	B.G. Negev
    Technologies and Applications Ltd.	 	Mor Research
    Applications Ltd.
	 	 	 	 	 
	By:	/s/
     Samuel Melman	 	By:	/s/
     Netta Cohen	 	By:	/s/
    Pini Ben-Elazar
	 	 	 	 	 
	Name:	 SAMUEL
    MELMAN	 	Name:	 NETTA
    COHEN	 	Name:	 Pini
    Ben-Elazar
	 	 	 	 	 
	Title:	CEO	 	Title:	CEO	 	Title:	CEO
	 	 	 	 	 
	Date:	08/04/2010	 	Date:	08/04/2010	 	Date:	26/4/2010


 


I hereby confirm that I have
read and understood the Agreement, that its contents are acceptable to me and that I will be bound and act in accordance with its
terms.


 


	/s/
    Ilana Nathan	 	/s/
    Joseph Kapelushnik	 
	Prof. Ilana Nathan	 	Prof. Joseph Kapelushnik	 
	 	 	 	 
	11/4/10	 	11/4/10	 
	Date:	 	Date:	 
	 	 	 	 
		 	/s/
    Udi Zelig	 
	Prof. Shaul Mordechai	 	Dr, Udi Zelig.	 
	 	 	 	 
	 	 	11/4/10	 
	Date:	 	Date:	 


 




     


     


    

 


June 25 2012


 


First
Amendment to a Research and License Agreement


 


Reference
is hereby made to that certain research and license agreement dated April 8, 2010 by and between Crow Technologies 1977 Ltd. (on
behalf of Todos Medical Ltd. hereinafter; “Todos”
prior to its incorporation), B.G. Negev Technologies and Applications Ltd. and Mor Yissum Ltd., a copy of which is
attached hereto as Exhibit A (the
“Agreement”).


 


The
Parties to the Agreement hereby agree as follows:


 


The
term “Company IP”, as set forth in Section 1.5.5 of the Agreement shall be amended to read as follows: “Company
Research Results, Company Improvements and all IP independently developed by the Company prior to and after execution of this Agreement
in the field of diagnosis of cancer, including all such IP developed in the field of diagnosis of cancer by consultants to the
Company who were and/or are employees of a Licensor in the course of their consultancy for the Company.


 


All
sections of the Agreement, not specifically modified herein, shall remain unchanged.


 


IN
WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first above written.


 


	/s/ Rami Zigdon	 	/s/ Netta Cohen
	 	 	 
	Todos Medical Ltd.	 	B.G. Negev Technologies and Applications Ltd.
	 	 	 
	By (Signature):	 	By (Signature):
	 	 	 
	Print Name:  Rami Zigdon	 	Print Name: Netta Cohen
	 	 	 
	Title: CEO	 	Title: CEO
	 	 	 
	25/6/2012	 	 
	 	 	/s/ Pini Ben Elazar
	 	 	 
	 	 	Mor Yissum Ltd.
	 	 	 
	 	 	By (Signature):
	 	 	 
	 	 	Print Name: Pini Ben Elazar
	 	 	 
	 	 	Title: CEO