Exhibit 10.1


 


EXECUTION
COPY


 


AMENDMENT
NO. 1 TO RESEARCH COLLABORATION AGREEMENT


 


This
Amendment No. 1 to Research Collaboration Agreement (this “Amendment No. 1”) is entered into as of this 1st
day of May, 2017 (the “Amendment No. 1 Effective Date”), by and between is entered into by and between
President and Fellows of Harvard College, a charitable corporation of Massachusetts having an office at Richard A. and
Susan F. Smith Campus Center, Suite 727, 1350 Massachusetts Avenue, Cambridge, Massachusetts 02138 (“Harvard”),
and ReWalk Robotics, Ltd. a company existing under the laws of the State of Israel, having a place of business at 200
Donald Lynch Blvd., Marlborough, MA 01752 (“Company”). Harvard and Company each shall be referred to herein
as a “Party” and together as the “Parties.”


 


WHEREAS,
Harvard and Licensee entered into a Research Collaboration Agreement dated as of May 16, 2016 (the “RCA” or
“Agreement”); and


 


WHEREAS,
Harvard and Licensee desire to amend the RCA as set forth below in accordance with Section 10.9 of the RCA.


 


NOW,
THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:


 


	I.	Amendment.




 


		A.	Harvard
                                         Materials. The RCA is hereby amended by adding new Sections 2.5 and 2.6
                                         as follows:



 


“2.5
    Harvard Materials. During the Research and upon Company’s written request, Harvard may transfer
the materials specified in a fully-executed “Material Transfer Record” in the form attached hereto as Exhibit C
(each, an “MTR”) to Company, but only to Company’s business locations in the U.S. (Marlborough, MA)
and Israel and such other locations as are mutually agreed upon by the Parties. Such materials together with all derivatives and
modifications thereof, whether made by Harvard or Company, shall be deemed “Harvard Materials” for purposes
of this Agreement. Harvard hereby represents and warrants that it owns or has all necessary rights to transfer such Harvard Materials
to Company for the purposes contemplated by this Agreement and, as between the Parties, to the extent that Harvard owns any right,
title and interest, including, but not limited to, intellectual property rights, in and to Harvard Materials, Company agrees that
Harvard shall retain all such rights after such transfer. Company shall use Harvard Materials solely for the purpose of performing
the Research (which includes obtaining user feedback at trade shows anywhere in the world; provided, however, that
Company may display and demonstrate at such trade shows only those Harvard Materials which have not been deemed “Confidential
Information” (or otherwise restricted under its MTR)), provided, however, that Harvard Materials shall not be used by Company
in humans or for testing of humans for any purpose until the Parties receive in writing all necessary Institutional Review Board
(“IRB”) or other approvals required for the Harvard Materials to be included in such human tests. Company shall
not reverse engineer Harvard Materials nor undertake any additional analyses thereof, chemical or biological, including, without
limitation, any attempt to determine the composition, formula, structure or properties of Harvard Materials, without the express
written permission of Harvard. Company shall not sell or transfer or export Harvard Materials to any third person or entity without
Harvard’s prior written consent. Company shall comply with all applicable laws and regulations in the use of Harvard Materials;
specifically, it shall comply with all United States laws and regulations controlling the export of certain commodities and technical
data, including without limitation all Export Administration Regulations of the United States Department of Commerce, and Company
hereby agrees to bear sole responsibility for any violation by Company of such laws and regulations. For clarity (and without
limiting any rights or licenses granted by Harvard to Company pursuant to this Agreement or the License Agreement), Harvard’s
transfer of Harvard Materials to Company shall not constitute a sale thereof or a grant, option or license under any patent or
other rights owned or controlled by Harvard. Unless otherwise agreed to by Harvard in writing, within thirty (30) days after the
earlier of completion of the Research or termination of this Agreement, Company shall destroy (or cause to be destroyed) all Harvard
Materials in its possession or control.


 


Confidential
treatment has been requested for redacted portions of this exhibit.  This copy omits the information subject to the confidentiality
request.  Omissions are designated as [**].  A complete version of this exhibit has been provided separately to the
Securities and Exchange Commission.






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2.6.       Company
Materials. During the Research and upon Harvard’s written request, Company may transfer the materials specified in
a fully-executed MTR to Harvard, but only to Harvard’s locations in the U.S. (Cambridge, MA) and such other locations
as are mutually agreed upon by the Parties. Such materials together with all derivatives and modifications thereof, whether
made by Harvard or Company, shall be deemed “Company Materials” for purposes of this Agreement. Company
Materials and Harvard Materials together may be described as “Materials.” Company hereby represents and
warrants that, as between the Parties, it owns or has all necessary rights to transfer such Company Materials to Harvard for
the purposes contemplated by this Agreement and to the extent that Company owns any right, title and interest, including, but
not limited to, intellectual property rights, in and to Company Materials, Harvard agrees that Company shall retain all such
rights after such transfer. Harvard shall use Company Materials solely for the purpose of performing the Research; provided,
however, that Company Materials shall not be used by Harvard in humans or for testing of humans for any purpose until the
Parties receive in writing all necessary IRB or other approvals required for the Company Materials to be included in such
human tests. Harvard shall not reverse engineer Company Materials or undertake any additional analyses thereof, chemical or
biological, including, without limitation, any attempt to determine the composition, formula, structure or properties of
Company Materials, without the express written permission of Company. Harvard shall not sell or transfer or export Company
Materials to any third person or entity without Company’s prior written consent. Harvard shall comply with all
applicable laws and regulations in the use of Company Materials; specifically, it shall comply with all United States laws
and regulations controlling the export of certain commodities and technical data, including without limitation all Export
Administration Regulations of the United States Department of Commerce, and Harvard hereby agrees to bear sole responsibility
for any violation by Harvard of such laws and regulations. For clarity, Company’s transfer of the Company Materials to
Harvard shall not constitute a sale thereof or a grant, option or license under any patent or other rights owned or
controlled by Company. Unless otherwise agreed to by Company in writing, within thirty (30) days after the earlier
of completion of the Research or termination of this Agreement, Harvard shall destroy (or cause to be destroyed) all Company
Materials in its possession or control.


 


		B.	Material
                                         Transfer Record. The RCA is hereby amended by adding new Exhibit C —
                                         Material Transfer Record, in the form attached hereto as Schedule I.
	 	 	 
		C.	Research
                                         Plan. Exhibit A of the RCA is hereby amended by deleting it in its entirety
                                         and replacing it with a revised Exhibit A in the form attached hereto as Schedule
                                         II.



     




	II.	Capitalized terms used but not otherwise defined in
this Amendment No. 1 shall have the respective meanings ascribed to such terms in the RCA.
	 	 




	III.	Except as expressly amended hereby, all other terms
of the Agreement shall remain unchanged and in full force and effect.
	 	 






	IV.	This Amendment No. 1 will be governed by, and construed
in accordance with, the substantive laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict
of law provision.
	 	 






	V.	The Parties may execute this Amendment No. 1 in two
or more counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same
instrument. Transmission by facsimile or electronic mail of an executed counterpart of this Agreement shall be deemed to constitute
due and sufficient delivery of such counterpart. If by electronic mail, the executed Amendment No. 1 must be delivered in a .pdf
format.




 


Confidential
treatment has been requested for redacted portions of this exhibit.  This copy omits the information subject to the confidentiality
request.  Omissions are designated as [**].  A complete version of this exhibit has been provided separately to the
Securities and Exchange Commission.




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IN
WITNESS WHEREOF, each Party has caused this Amendment No. 1 to be executed by its duly authorized representative as of the
Amendment No. 1 Effective Date.


 


	President
    and Fellows of Harvard College	 	ReWalk
    Robotics, Ltd.
	 	 	 	 	 
	By:	 	 	By:	/s/ Larry
                                                         Jasinski

	Name:	 	 	Name:	Larry
Jasinski

	Title:	 	 	Title:	CEO


  





	I, the
    undersigned, hereby confirm that I have read the Research Plan included in Amendment No. 1, that its contents are acceptable
    to me and that I will act in accordance with its terms.	 



 


 


/s/ Conor
J. Walsh, Ph.D.





 



Conor
J. Walsh, Ph.D.


 


 


Confidential
treatment has been requested for redacted portions of this exhibit.  This copy omits the information subject to the confidentiality
request.  Omissions are designated as [**].  A complete version of this exhibit has been provided separately to the
Securities and Exchange Commission.




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SCHEDULE
I 


 


Exhibit
C


 


Material
Transfer Record


 


The
Parties contemplate that the Materials transferred hereunder will be components of an Exosuit prototype. Company will transfer
to the Harvard Principal Investigator the Company Materials set forth below; and/or Harvard will transfer to Company the Harvard
Materials set forth below.


 


This
Material Transfer Record form shall be used as the record of all such Material transfers, whether from Company to Harvard, from
Harvard to Company.


 


Please
fill out all the fields of this form and provide a fully executed copy to Harvard University Office of Technology Development
or [Company representative], before any Material transfer.


 


	1.	Transfer
    Date:	[INSERT]
	2.	Supplying
    Party:	[INSERT
    PRINCIPAL INVESTIGATOR NAME & AFFILIATION]
	3.	Recipient:	[INSERT
    PRINCIPAL INVESTIGATOR NAME & AFFILIATION]
	4.	Research
    Year/Aim:	[INSERT]
	5.	Material	 


 


[INSERT
DESCRIPTION, including source]


 


6.           Special
Instructions


 


[X]         [LIST]


 


7.           These
Materials shall be treated as Confidential Information of the Supplying Party [    ] until the Recipient is notified in writing
by the Supplying Party that the Materials are no longer deemed Confidential Information.


 


8.           The
following terms and conditions and/or restrictions apply to the use of the Materials listed in this MTR for the performance of
the Research:


 


[INSERT
DESCRIPTION]


 


Use
of the above-listed Materials shall be subject to the terms and conditions of the Research Collaboration Agreement, dated May
16, 2016, by and between President and Fellows of Harvard College and ReWalk Robotics, Ltd. (the “RCA”), and
this Material Transfer Record shall be (and shall be deemed to be) attached thereto and incorporated by reference therein.


 


 


Confidential
treatment has been requested for redacted portions of this exhibit.  This copy omits the information subject to the confidentiality
request.  Omissions are designated as [**].  A complete version of this exhibit has been provided separately to the
Securities and Exchange Commission.




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The
transfer and receipt of the above-listed Material pursuant to the terms and conditions set forth herein and in the RCA is acknowledged
and approved by:


 


	{SUPPLYING
    PARTY}	 	{RECIPIENT}
	 	 	 	 	 
	BY:	{Authorized
    Signatory}	 	BY:	{Authorized
    Signatory}
	NAME:	 	 	NAME:	 
	TITLE:	 	 	TITLE:	 
	DATE:	 	 	DATE:	 





 


 


Confidential treatment
has been requested for redacted portions of this exhibit.  This copy omits the information subject to the confidentiality
request.  Omissions are designated as [**].  A complete version of this exhibit has been provided separately to the
Securities and Exchange Commission.






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SCHEDULE
II


 


Exhibit A


 


Research Plan


 


	Aim:	Harvard expects
    to perform research to support Company’s development of both stroke and multiple sclerosis (“MS”)
    specific Soft Exosuits as follows:




 


[**]


 


 


Confidential
treatment has been requested for redacted portions of this exhibit.  This copy omits the information subject to the confidentiality
request.  Omissions are designated as [**].  A complete version of this exhibit has been provided separately to the
Securities and Exchange Commission.






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[**]


 


 


Confidential treatment has been requested for redacted portions of this exhibit. 
This copy omits the information subject to the confidentiality request.  Omissions are designated as [**].  A complete
version of this exhibit has been provided separately to the Securities and Exchange Commission.






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[**]


 


 


Confidential
treatment has been requested for redacted portions of this exhibit.  This copy omits the information subject to the confidentiality
request.  Omissions are designated as [**].  A complete version of this exhibit has been provided separately to the
Securities and Exchange Commission.






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