Exhibit 10.2

                                LICENSE AGREEMENT

This License Agreement (this "AGREEMENT") is made and entered into on 2nd day of
February,  2012 (the  "EFFECTIVE  DATE"),  by and between TEL HASHOMER - MEDICAL
RESEARCH,  INFRASTRUCTURE AND SERVICES LTD., a private company duly incorporated
under  the laws of the  State of  Israel  having  its  registered  office at Tel
Hashomer,  52621,  Israel ("THM" or the "LICENSOR");  and ORGENESIS LTD. (or any
other name as may be agreed and approved by the Companies Registrar),  a private
company to be  incorporated  under the laws of the State of Israel,  to have its
registered  office at  __________________,  Israel (the "COMPANY" or "LICENSEE")
represented  by  __________________.  Each of the  Licensor and the Company is a
"PARTY" and together they are the "PARTIES" hereunder.

WHEREAS: THM was  established  for the purpose of  promoting  the welfare of the
         Sheba Medical Center (the "HOSPITAL"); AND

WHEREAS: Upon the request of the Hospital and the Fund,  as defined  below,  THM
         undertook to act as the operational  body of the Hospital and the Fund,
         with  respect  to  promotion,   development  and  commercialization  of
         intellectual property deriving from inventions of the Hospital's and/or
         the Fund's employees; AND

WHEREAS: The Company was  established by the Parent Company (as defined  below),
         and shall engage in the design,  development and  commercialization  of
         the Licensed  Information,  as defined below,  in accordance  with this
         Agreement; AND

WHEREAS: Dr. Sara Ferber, ID No. 67278234 ("FERBER"), has conceived,  during the
         period, and as a result, of her employment with the Hospital and/or the
         Fund, the Invention,  as defined below,  and as fully  described in the
         Patents  applications  attached  to this  Agreement  as  APPENDIX A and
         constituting an integral part hereof; AND

WHEREAS: The Patents,  as defined below, were filed in Ferber's name as the sole
         owner, even though THM has full ownership rights in and to the Licensed
         Information  as the  trustee of the  Hospital  and/or the Fund,  all as
         specified  in  Ferber's  Agreement,  as defined  below and  attached as
         APPENDIX B; AND

WHEREAS: At the date of execution  hereof,  Ferber has transferred and assigned,
         in accordance with Ferber's Agreement,  all rights,  title and interest
         in and to the Patents to THM, and for such purpose undertook to execute
         any and all  documents  including  assignment  documents as required to
         register the  ownership in and to the Patents in the name of THM in any
         patent registry or other regulatory authority in the world; AND

WHEREAS: THM affirms that: (i) according to the Ferber's Agreement, as such term
         is defined below,  THM has been assigned with full ownership  rights in
         and to the Licensed Information,  as the trustee of the Hospital and/or
         the Fund and as a result thereof THM received full ownership  rights in
         and to the  Licensed  Information;  (ii) it has not  sold,  transferred
         and/or  assigned  any rights to the Licensed  Information  to any third
         party;  and (iii) it has not  disclosed  any  Confidential  Information
         regarding any of the Licensed  Information  to any third party save for
         as specified in APPENDIX C attached hereto; AND

WHEREAS: Based  on the  foregoing,  the  Company  desires  to  obtain  from  the
         Licensor, and the Licensor agrees to grant to the Company, an exclusive
         worldwide  license  in  respect of the  Licensed  Information,  for the
         purpose of  developing,  selling  and  distributing  the  Products,  as
         defined  below,  all subject to and in accordance  with the  provisions
         hereof.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND UNDERTAKINGS HEREIN
CONTAINED, THE PARTIES HEREBY AGREE AND STIPULATE AS FOLLOWS:
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     1.   PREAMBLE AND DEFINITIONS:

     1.1  The  Preamble  to  this  Agreement  as  well  as all  the  Agreement's
          appendices  constitutes an integral part thereof.  The terms specified
          in the Preamble,  which are defined hereinafter,  shall be interpreted
          according to the meaning ascribed to them hereinafter.

     1.2  The   descriptive   headings  of  this   Agreement  are  inserted  for
          convenience  only and shall  not be  considered  a part or affect  the
          interpretation of this Agreement.

     1.3  In addition to terms defined elsewhere in this Agreement, its Preamble
          and its  appendices,  the  following  terms  shall  have  the  meaning
          ascribed to them hereinafter:

          1.3.1"AFFILIATE"  shall  mean,  with  respect to a party,  any person,
               organization or entity controlling, controlled by or under common
               control with, such party.  For purposes of this definition  only,
               "control" of another  person,  organization  or entity shall mean
               when a  person,  organization  or  entity:  (i) owns or  directly
               controls more than fifty percent (50%) of the outstanding  voting
               stock or other  ownership  interest of the other  organization or
               entity; or (ii) possesses,  directly or indirectly,  the power to
               elect or appoint more than fifty  percent (50%) of the members of
               the governing body of the organization or other entity.

          1.3.2"CONFIDENTIAL  INFORMATION":  all information,  data and results,
               whether verbal, written or electronic,  obtained and/or generated
               by a Party in  connection  with this  Agreement  or the  Licensed
               Information,  as well as all confidential business information of
               the Parties, and all information,  data, discussions,  and events
               related to or arising from the Company's  Board of Directors (the
               "BOARD") meetings.

          1.3.3"FERBER'S  AGREEMENT" - the agreement attached hereto as APPENDIX
               B,  between  Ferber  and  THM,  according  to  which  Ferber  has
               transferred  and assigned any and all rights,  title and interest
               in and to the Patents to THM.

          1.3.4"FIRST  COMMERCIAL  SALE":  with  respect  to any  Product in any
               country,  the first  commercial sale of a Product in such country
               after FDA Approval for marketing,  or the equivalent  approval in
               such country,  has been  obtained,  provided that the term "FIRST
               COMMERCIAL SALE" shall not include a reasonable amount of samples
               distributed for free for demonstration  purposes provided however
               that Licensor shall be furnished with a detailed  report relating
               to such  distribution  and such  report  shall be include all the
               details  specified in Section  5.6.1,  with respect to reports on
               Net Sales.

          1.3.5"FUND": "Medical Research  Infrastructure  Development and Health
               Services  Fund  by  the  Sheba  Medical  Center",   a  non-profit
               organization incorporated under the laws of the State of Israel.

          1.3.6"INVENTION":   drawings,    specifications,    samples,   models,
               processes,   procedures,   instructions,    technology,   applied
               development engineering data, reports, inventions,  manufacturing
               files,  know-how  and trade  secrets and all other  technical  or
               commercial information, data and documents, as fully specified in
               the Patents , all as  developed  by or under the  supervision  of
               Ferber,  and owned by the Licensor  pursuant to the assignment to
               the Licensor as specified in the Ferber  Agreement  including any
               intellectual property rights thereto.

          1.3.7"LICENSED INFORMATION":  the Invention,  whether or not protected
               by patent or patent applications and the Licensed Patents.

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          1.3.8"NET SALES":  the total amount  actually  invoiced by the Company
               and by each Sublicensee,  in connection with the sale of Products
               on a  country-by-country  basis,  after  deduction  of: (i) value
               added taxes and any other sales  taxes  applicable  to such sale;
               (ii) amounts  credited by a credit note;  provided that: (a) with
               respect  to sales  which are not at  arms-length  and/or  are not
               according to the current  market  conditions for such a sale, the
               term "NET SALES" shall mean the total amount that would have been
               paid in an arms-length  sale made according to the current market
               conditions  for such sale or according to market  conditions  for
               sale of products similar to the Products,  after deduction of the
               deductions listed in (i) through (ii) above; and (b) with respect
               to sales by the Company and/or a Sublicensee,  as applicable,  to
               any  affiliated  entity,  the term,  "NET  SALES"  shall mean the
               higher of: (i) "Net Sales", as defined above in paragraph (a) and
               (ii) the  total  amount  invoiced  by such  affiliated  entity on
               resale to an independent  third party purchaser,  after deduction
               of the deductions listed in (i) through (ii) above.

          1.3.9 "NEW  INVENTIONS":  shall  mean (i) the  results  of  activities
                carried out by the Company or by third  parties at the direction
                of the  Company  (including  any  invention,  patent  or  patent
                application,  product,  material,  method,  process,  technique,
                know-how,  data, information or other result which does not form
                part of the Licensed Information, discovered in the course of or
                arising  from such  activities  carried out by the Company or by
                third  parties at the  direction of the Company,  including  any
                regulatory filing filed, or approval obtained, by the Company or
                a  Sublicensee)  in  respect  of the  Products,  as  well as any
                information,  material,  results,  devices and know-how  arising
                therefrom; and (ii) any inventions, improvement,  development or
                enhancement  based upon,  consists  of,  comprises,  contains or
                incorporates  the  Licensed  Information  made  by the  Company,
                Ferber or any other  employee or agent of Sheba on behalf of the
                Company following the Effective Date ,provided however that with
                respect to Ferber and Sheba's  employees such invention shall be
                deemed  a "New  Invention"  only as long  as  they  are  Sheba's
                employees   or  where  under  the  laws,   regulations,   and/or
                guidelines  or  directives  of any  regulatory  authority,  such
                invention belongs to Sheba.

          1.3.10"PATENTS"  or   "LICENSED   PATENTS":   the  U.S.,   foreign  or
                international   patent  or  patent  applications  set  forth  on
                APPENDIX A attached  hereto and relating to the  Invention:  (i)
                all  improvements,   updates,   modifications  and  enhancements
                thereto made by the Licensor or Ferber until the Effective  Date
                (if  any);  (ii) all  provisional  applications,  continuations,
                continuations-in-part,   divisions,   reissues,   renewals,  and
                patents  granted  thereon,  all   patents-of-addition,   reissue
                patents,  re-examinations  and  extensions  or  restorations  by
                existing  or  future   extension  or   restoration   mechanisms,
                including,   without   limitation,    supplementary   protection
                certificates  or the  equivalent  thereof,  all  related  to the
                foregoing. Subject to the provisions of this Agreement, APPENDIX
                A shall  include  and  shall  be  updated  from  time to time to
                reflect inclusion of new Licensed Patents.

          1.3.11"PRODUCTS":  any (i)  product,  proceSs  or  service  using cell
                therapy for diabetes treatment  (including any composition,  any
                services, any procedure and protocols), that incorporates and/or
                makes  any use of the  Licensed  Information,  and (ii) any such
                product process or service  developed,  manufactured,  produced,
                marketed,  distributed  and/or  licensed by an Affiliate,  again
                provided  that  it  incorporates  and/or  makes  any  use of the
                Licensed Information.

          1.3.12"SHEBA":  the Fund  and/or the  Hospital,  and their  employees,
                representatives, agents and contractors.

          1.3.13"SUBLICENSE":  shall mean the grant of any right or license  and
                any  agreement  executed,  by the Company to or with any entity,
                permitting  any  use  of the  Licensed  Information  and/or  the
                Products (or any part  thereof)  including  for the  development

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                and/or manufacture AND/or marketing and/or  distribution  and/or
                sale of  Licensed  Information  or the  Products  and  the  term
                "SUBLICENSEE" shall be construed accordingly.

          1.3.14"SUBLICENSE FEE":  consideration of any type or nature, received
                (for the removal of doubt,  whether received before or after the
                First  Commercial  Sale in any country) by the Company in return
                for or in connection  with the grant of Sublicenses or the grant
                of an option for a Sublicense, and excluding amounts received by
                the Company  which are  included  under the  definition  of "NET
                SALES"  based on  sales  of the  Products  by  Sublicensees,  in
                respect of which the Company has paid  royalties to the Licensor
                according to this  Agreement;  Sublicense  Fee shall include any
                lump sums,  revenues from Licensing  Fees,  milestone  payments,
                etc.  For the sake of  clarity,  it is hereby  acknowledged  and
                agreed  that  "SUBLICENSE  FEE"  shall  not  be  payable  on any
                consideration  if the  Sublicense  Fee: (a) is paid for research
                and development  according to the Company's reasonable work plan
                ("R&D  CONSIDERATION"),  provided however that such research and
                development  shall be reasonably  performed by the Company,  its
                Affiliate,  and/or a third party,  on behalf of the Company as a
                contractor.  The  Licensor  shall be  entitled  to  verify  such
                performance  by the Company,  an Affiliate or a third party,  at
                the  end of  such  research  and  development  according  to the
                Company's  work plan,  by written  records to be provided by the
                Company to the Licensor,  at the Licensor's  reasonable request;
                it is hereby  clarified that the Company shall pay  Sublicensing
                Consideration,  as  defined  below,  with  respect  to such  R&D
                Consideration  only if the R&D  Consideration  shall  exceed the
                reasonable  consideration  for such research and  development by
                more than 15% (fifteen  percent);  or (b) is an actual injection
                of funds  into the  Company  in the  manner of  equity  funding,
                provision of loans, including from a financial  institution,  by
                means  of  provision  of a bank  loan,  a  credit  facility  and
                debentures.

2.   GRANT OF LICENSE AND SUBLICENSING:

     2.1  Subject to the terms and  conditions  set forth  herein,  the Licensor
          hereby grants to the Company,  a worldwide royalty bearing,  exclusive
          license  to the  Licensed  Information,  with the right to  sublicense
          (subject to the provisions of this Agreement),  and to make commercial
          use of the Licensed  Information and any other  intellectual  property
          rights related thereto, all in order to develop, manufacture, produce,
          use, market,  commercialize,  lease, sell, distribute,  export, import
          and otherwise utilize the Products (the "LICENSE").

     2.2  The License shall remain in force,  during the term of this  Agreement
          as specified in Section 8.1 hereunder,  unless  previously  terminated
          according to the terms hereunder.

     2.3  The Company  shall be entitled  to grant a  Sublicense  subject to the
          following terms:

          2.3.1 The Sublicense is granted according to a written appropriate and
                binding  Sublicensing  agreement  that:  (i) is as protective of
                Licensor's rights as the terms and conditions of this Agreement;
                (ii) is  consistent  with  the  terms  of the  License  and this
                Agreement;  and (iii) includes, INTER ALIA, the following terms:
                (a) the Sublicense shall expire  automatically  upon termination
                of the  License  for any  reason,  or  shall be  converted  to a
                license  directly with the Licensor,  at the option of Licensor,
                if  this  Agreement  terminates;   (b)  provisions  relating  to
                Confidentiality  similar  to  those  specified  herein;  (c) the
                Sublicensee shall have no claims and/or demands of whatever type
                and  nature  against  the  Licensor,  including  in the event of
                termination  of the  License  by the  Licensor;  (d)  provisions
                entitling the Company to terminate the  Sublicense  according to
                the terms  entitling THM to terminate  the License;  and (e) all
                terms  required  in order to enable the  Company to perform  its
                obligations hereunder.

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          2.3.2 In the event the  consideration  shall be non-monetary,  THM and
                the  Company  shall  agree  upon the value of such  non-monetary
                consideration  (the  "VALUE")  and THM shall be  entitled to its
                share of the Value  according to the rates  specified in Section
                5.1.2 below, which shall be paid to it within 60 (sixty) days of
                the completion of such  transaction.  Should THM and the Company
                not reach  agreement  as to the Value,  then the Value  shall be
                decided upon by an external assessor  acceptable to both THM and
                the Company.

          2.3.3 The draft of the  Sublicense  Agreement,  in  substantially  the
                final  form,  shall  be  furnished  to  THM,  for  informational
                purposes only, prior to the execution of a Sublicense Agreement.
                The Sublicensing Agreement shall be provided to THM in the final
                form immediately following execution thereof.

          2.3.4 The  Sublicense  is being  granted  in a bona  fide  arms-length
                commercial transaction.

     2.4  For the  removal  of doubt,  and  without  derogating  from any of the
          Licensor's   rights,   it  is  hereby   agreed  by  the  Parties  that
          notwithstanding  anything  to the  contrary  in  this  Agreement,  the
          Licensor  and/or the Fund and/or the Hospital shall be entitled to use
          the Licensed  Information  for  academic  and/or  scholarly  purposes,
          provided  that the  Licensor:  (a)  continues  to hold full  ownership
          rights to the  Invention  and the Licensed  Information;  (b) does not
          sell, transfer or assign any of its rights to the Invention and/or the
          Licensed  Information  to any third  party;  (c) does not disclose any
          Confidential  Information  regarding the Invention to any third party,
          except that Confidential Information disclosed to the employees of the
          Fund,  the Hospital  and/or THM; (d)  continues to be able to make the
          representations  it makes in Section 3 below;  (e) is able to continue
          to fulfill all of its obligations pursuant to this Agreement;  (f) the
          Licensor  shall own any and all new  intellectual  property  resulting
          from such academic and/or scholarly purposes;.

3.   LICENSOR'S WARRANTIES, PROPRIETARY RIGHTS AND DISCLAIMERS:

     3.1  THM represents and warrants that:

          3.1.1 (i) It has been assigned, as the trustee of the Hospital and the
                Fund, with any and all rights,  title and interest in and to the
                Licensed  Information,  including any and all copyright,  patent
                and patent  applications,  and all rights and interest in and to
                any and all drawings, plans, diagrams,  tables,  specifications,
                all as  specified  in the  Ferber  Agreement;  (ii)  it has  not
                received  a  written   notice  that  the  use  of  the  Licensed
                Information  infringes  any  patents,  copyrights  and/or  other
                intellectual  property  rights of any third  party,  save for as
                specified in Ferber's Agreement; and (iii) it has not received a
                written  notice that any third party is currently  infringing of
                its  intellectual  property  rights with regard to the amount of
                the  Licensed  Information,  save for as  specified  in Ferber's
                Agreement.

          3.1.2 It has the authority to enter into this Agreement;

          3.1.3 It was solely  empowered by the Hospital and the Fund to license
                the Licensed Information hereunder;

          3.1.4 No representation or warranty by it in this Agreement, or in any
                written  statement or certificate or other instrument  furnished
                to the Company by the Licensor  pursuant to this Agreement or in
                connection with the transactions  contemplated by this Agreement
                contains,  or will contain, any untrue statement and/or omission
                of a material fact; and

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          3.1.5 Other than the licenses granted herein,  THM has not granted any
                licenses  or  other  rights,  nor has any  obligation  to  grant
                licenses,   or  other   rights  in  relation  to  the   Licensed
                Information.

     3.2  It is agreed by the  Parties  that THM is and  shall  remain  the sole
          owner of the Licensed Information.

     3.3  NOTWITHSTANDING  ANYTHING TO THE CONTRARY HEREIN, NOTHING CONTAINED IN
          THIS AGREEMENT SHALL BE CONSTRUED AS A  REPRESENTATION  OR WARRANTY OF
          THE LICENSOR THAT: (I) ANY PATENT APPLICATION RELATING TO THE LICENSED
          INFORMATION,  SHALL BE GRANTED OR THAT ANY PATENT OBTAINED RELATING TO
          THE LICENSED  INFORMATION  SHALL BE VALID OR AFFORD PROPER  PROTECTION
          AND  (II)  THAT  ANY USE OF ANY  LICENSED  INFORMATION  OR ANY  PATENT
          APPLICATION  RELATING  TO  THE  LICENSED  INFORMATION,  INCLUDING  THE
          PATENTS, WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTY.

     3.4  Ownership of New Inventions shall be as follows:

          3.4.1 New  Inventions  made  exclusively  by  the  Company  and/or  an
                employee or agent of the Company, other than Ferber and/or other
                than any other employee of Sheba,  shall be exclusively owned by
                the Company.

          3.4.2 New Inventions made  exclusively by Ferber or any other employee
                or agent of  Sheba,  or made  jointly  by  Ferber,  or any other
                employee or agent of Sheba and by the  Company  shall be jointly
                owned  by the  Company  and by THM,  in trust  for the  Hospital
                and/or  the  Fund,  in  proportion  to  the  respective  parties
                contribution  to the New Invention,  and the THM's share in such
                jointly  owned  New  Invention  shall  constitute  part  of  the
                Licensed  Information  and/or the Licensed  Patents and shall be
                exclusively  licensed to the  Licensee  pursuant to the terms of
                this Agreement.

     4.   CONFIDENTIALITY AND NON-USE:

          4.1  Each of the  Parties  shall:  (i) not  disclose  and/or  transfer
               and/or reveal the  Confidential  Information  to any third Party;
               (ii)  not use  and/or  copy  and/or  reproduce  the  Confidential
               Information  in any fashion  except as  reasonably  necessary  to
               perform  and  exercise  its  rights  and  obligations  under this
               Agreement; (iii) take all necessary actions,  consistent with its
               protection of its own  confidential  and proprietary  information
               (but in no event exercise less than  reasonable  care) to prevent
               unauthorized disclosure of the Confidential Information; and (iv)
               disclose the Confidential Information to any of its Sublicensees,
               personnel, employees, representatives,  officers, shareholders of
               THM, the management of the Hospital  and/or the management of the
               Fund and advisors (the  "PERMITTED  PERSONNEL") on a need-to-know
               basis,  provided  that  each of the  above is bound by a  written
               undertaking of  confidentiality  and non-use with terms which are
               at least as restricting as those specified herein, all during the
               period  of  this  Agreement  and for a term of  seven  (7)  years
               following its term or  termination.  For the removal of doubt, it
               is hereby clarified that the receiving Party shall be responsible
               and  liable to the  disclosing  Party for any breach of the above
               obligation of  confidentiality  being  committed by the Permitted
               Personnel as if such breach was committed by the receiving  Party
               itself. This above restriction of confidentiality shall not apply
               to  Confidential  Information  which:  (i) is or  becomes  public
               domain through no act or omission of the receiving Party;  and/or
               (ii) was lawfully  obtained by the  receiving  Party from another
               source;  and/or (iii) was already known to the  receiving  Party,
               other than under an obligation of confidentiality, at the time of
               disclosure  by the  disclosing  Party,  as  evidenced  in written
               records; and/or (iv) was independently discovered or developed by
               the receiving Party without the use of  Confidential  Information
               of the disclosing  Party;  and/or (v) is required to be disclosed
               pursuant to any statute, regulation,  order, subpoena or document
               discovery  request,  provided that prior  written  notice of such
               disclosure  is  furnished  to the  disclosing  Party  as  soon as
               practicable   in  order  to  afford  the   disclosing   Party  an
               opportunity  to seek a protective  order (it being agreed that if

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               the  disclosing  Party is  unable  to  obtain  or does not seek a
               protective order and the receiving Party is legally  compelled to
               disclose such information,  disclosure of such information may be
               made  without  liability  provided  however  in  such  event  the
               receiving   Party  shall   furnish   only  that  portion  of  the
               Confidential  Information  which is legally  required,  and shall
               exercise all efforts  required to obtain  confidential  treatment
               for such information).

          4.2  The Company  undertakes to avoid using the name of the Fund,  the
               Hospital,  the Licensor and/or their  employees,  representatives
               and agents in its commercial  publications  or in connection with
               the Licensed Information and/or the Products, without THM's prior
               written consent.  Notwithstanding the aforesaid,  the Company may
               disclose such details to the OCS, potential investors, purchasers
               and/or  merger  or  acquisition  partners,   provided  that  such
               parties,  to the  extent  commercially  reasonable,  are bound by
               confidentiality  and non-use  obligations  no less favorable than
               those set forth  herein.  Furthermore,  the Company may  disclose
               such  details  when   required  to  do  so  by  relevant  law  or
               regulation.

          4.3  Injunctive  Relief.  Each Party  acknowledges  that any breach of
               this  Section  4  by  it  or  further  unauthorized  use  of  the
               Confidential  Information may cause irreparable harm to the other
               Party and that each Party is entitled to seek  injunctive  relief
               and any other remedy  available  at law or in equity  without the
               necessity, to the extent legally permissible, of posting any bond
               or undertaking in connection  therewith.  This remedy is separate
               and apart from any other remedy the disclosing Party may have.

5.   CONSIDERATION (ROYALTIES AND SUBLICENSE FEES) AND REPORTS:

     5.1  In return for the grant of the License,  the Company shall pay THM all
          the following amounts:

          5.1.1 Royalties  of 3.5%  (three and a half of a percent) of Net Sales
                (the "ROYALTIES").

          5.1.2 16%   (sixteen   percent)   of  all   Sublicensing   Fees   (the
                "SUBLICENSING CONSIDERATION").

          5.1.3 An annual fee of fifteen thousand  ($15,000) USD. Payment of the
                annual fee shall  commence  on 1 January  2012 and shall be paid
                once every year thereafter (the "ANNUAL FEE"). The Annual Fee is
                non-refundable,  but it shall be credited each year due, against
                the Royalties,  to the extent that such are payable, during that
                year.

          5.1.4 Milestone payments as follows ("MILESTONE PAYMENTS"):

                5.1.4.1  Fifty thousand  ($50,000) USD on the date of initiation
                         of phase I clinical trials in human subjects.

                5.1.4.2  Fifty thousand  ($50,000) USD on the date of initiation
                         of phase II clinical trials in human subjects.

                5.1.4.3  One hundred and fifty  thousand  ($150,000)  USD on the
                         date of  initiation  of phase  III  clinical  trials in
                         human subjects.

                5.1.4.4  Seven hundred and fifty thousand  ($750,000) USD on the
                         date of  initiation  of  issuance  of an  approval  for
                         marketing of the first  Product by the FDA or any other
                         equivalent authority.

                5.1.4.5  Two million  ($2,000,000) USD, when worldwide Net Sales
                         of Products  have reached the amount of one hundred and
                         fifty  million  ($150,000,000)  USD for the first  time

                                       7
<PAGE>
                         (the  "SALES  MILESTONE").  THM  shall be  entitled  to
                         receive the aforesaid  Sales Milestone only once during
                         the term of this Agreement.

          5.1.5 CONSIDERATION  FROM  EXIT.  In the event of an Exit,  as defined
                below,  the Licensor  shall be entitled to choose,  according to
                its sole  discretion,  whether to receive from the Company a one
                time  payment,  based,  as  applicable,  on the  value of either
                5,563,809  shares of Common Stock the Company's  parent company,
                Orgenesis  Inc.  (the "PARENT  COMPANY") at the time of the Exit
                (these  5,563,809 shares of Common Stock being equivalent to 10%
                (ten  percent) of the  outstanding  share  capital of the Parent
                Company  on a fully  diluted  basis  immediately  following  the
                closing of that certain Private Placement Subscription Agreement
                between the Parent  Company and  certain  investors  dated as of
                January  27,  2012 and the  Warrents  dated  (the  "SUBSCRIPTION
                Agreement")  and as fully  disclosed  in the Cap table  attached
                hereto as APPENDIX D,  ----------  or the value of 1,000  common
                shares of the  Company  at the time of Exit,  such  1000  common
                shares  constitute,  at the date of execution hereof, 10% of the
                Company's  outstanding  share capital on a fully diluted  basis.
                For the avoidance of any doubt,  this number of shares shall not
                be subject to any  anti-dilution  protection.  "EXIT" shall mean
                the closing of an acquisition of all or substantially all of the
                issued  and  outstanding  share  capital  of the  Company or the
                Parent Company and/or consolidation of the Company or the Parent
                Company into or with another  corporation;  provided that if THM
                chooses  to receive  the above  Consideration  from  Exit,  then
                following the Exit event, the payment of Royalties,  as provided
                for herein, shall cease. If, however, THM chooses not to receive
                the  Consideration  from  Exit,  as a result of an Exit event as
                specified  above,  THM shall be  entitled to continue to receive
                all the rights and  consideration  it is entitled  to  hereunder
                (including,  without  limitation,  the  exercise  of the  rights
                pursuant to this Section 5.1.5 in future Exit  events),  and any
                agreement  relating  to an Exit  event  shall be  subject to the
                surviving  entity's and/or the purchaser's  undertaking  towards
                THM to perform all of the Company's  obligations  hereunder.  In
                addition,  it is  hereby  agreed  that the  Company,  which  was
                established  to engage in research and  development  activities,
                shall  receive  from the Parent  Company  during the three years
                period  following  the date  hereof  an  amount of not less then
                seven  hundred and fifty  thousand  ($750,000)  USD,  or, if the
                entire Warrants (as defined in the Subscription  Agreements) are
                exercised within said period, an aggregate amount (including the
                above  $750,000)  of not less than one  million  and one hundred
                thousand ($1,100,000) USD.

     5.2  In the  event  the  consideration  from  sales  of  Products  shall be
          non-monetary,  THM and the Company  shall agree upon the value of such
          non-monetary  consideration  and THM shall be  entitled to 3.5% (three
          and a half percent) of such value as a Royalty Payment, which shall be
          paid to it within 90 (ninety) days of the completion of the quarter in
          which  such  transaction  took  place.  Should the  Parties  not reach
          agreement as to the value of such non-monetary consideration, then the
          value of such non-monetary  consideration  shall be decided upon by an
          external assessor acceptable to both the Parties.

     5.3  The  amounts  payable  to THM  under  this  Section 5 shall be paid as
          follows:

          5.3.1 The Royalties  due on Net Sales of the Company,  as specified in
                Section 5.1.1, shall be paid on a quarterly basis, within ninety
                (90) days after the end of each quarter, commencing on the first
                quarter where the First Commercial Sale took place.

               The Royalties due on Net Sales of the  Sublicensee,  as specified
               in Section  5.1.1,  shall be paid on a  quarterly  basis,  within
               ninety (90) days after the end of each quarter, commencing on the
               first quarter where the First Commercial Sale took place.

                                       8
<PAGE>
          5.3.2 The  Sublicensing  Consideration,  as specified in Section 5.1.2
                shall be paid within  sixty (60)  business  days from receipt of
                any Sublicensing Fee by the Company.

          5.3.3 The  Milestone  Payments as specified in Section  5.1.4 shall be
                paid  within  sixty  (60)  days  from  the   occurrence  of  any
                milestone.

          5.3.4 The  Consideration  from an Exit event as  specified  in Section
                5.1.5 shall be paid upon the closing of an Exit event.

     5.4  The Company shall report in writing to THM promptly upon  execution of
          an agreement  relating to the First  Commercial Sale, but in any event
          no later than thirty (30) days after  signature  thereof.  The Company
          shall  specify in such report the date of execution of such  agreement
          and the date of the First Commercial Sale according to the agreement.

     5.5  In calculating  Net Sales and  Sublicensing  Fee, all amounts shall be
          expressed  in US Dollars  and any amount  received  or  invoiced  in a
          currency  other than US Dollars shall be  translated  into US Dollars,
          for the purposes of  calculation,  in accordance  with the  applicable
          representative  rate  of  exchange  between  the US  Dollar  and  such
          currency on the date of such receipt or invoice, as the case may be.

     5.6  The Company shall provide THM with the following written reports:

          5.6.1 a detailed quarterly report,  commencing with the first calendar
                quarter  in which any Net Sales are made,  or  Sublicensing  Fee
                received,  in a form reasonably acceptable to THM, signed by the
                chief financial  officer of the Company,  specifying all amounts
                payable to THM under this  Section 5 in respect of the  previous
                quarter to which the report refers.

               Such report shall include:

               (i)  the  sales  made  by the  Company  and  Sublicensees  with a
                    breakdown  of Net Sales  according  to country,  identity of
                    seller,  currency of sales,  dates of  invoices,  number and
                    type of Products sold;

               (ii) Sublicensee  Fee with a breakdown  according  to identity of
                    Sublicensees,  countries,  the  currency  of the payment and
                    date of receipt thereof;

               (iii)deductions  applicable,  as  provided in the  definition  of
                    "Net Sales"; and

               (iv) any  other  matter  reasonably  required  by THM in order to
                    calculate and/or verify the amounts payable hereunder.

          5.6.2 Within six (6) months  after the end of each  fiscal  year,  the
                Company will provide THM with a detailed report, approved by the
                Board and by the  Company's  independent  auditor,  stating  all
                amounts due to THM  pursuant to this  Section 5 in the  reported
                year including relevant Invoices issued and all invoices and all
                payments  received by the Company  with respect to its Net Sales
                and  to  the  Sublicensing  Fee as  detailed  in  the  quarterly
                reports;

          5.6.3 A detailed  report within  twenty-one (21) days of an Exit event
                specifying the nature of the Exit event, the consideration to be
                received by the Company or its  shareholders  in connection with
                such Exit event and all other  substantial  terms and details of
                such Exit event and enclose to the report any agreement executed
                in  connection  with such Exit event  immediately  following the
                execution   thereof.   The  Company   shall   provide  THM  with
                substantially the final draft of the agreements  relating to the
                Exit event before the Exit event occurs; and

                                       9
<PAGE>
          5.6.4 A  report  on the  occurrence  of  any  milestone  specified  in
                Sections  5.1.4.1 - 5.1.4.5 above, to be submitted to THM within
                fourteen  (14) days from the  occurrence  of any such  milestone
                enclosing  any  written  records or  documents  relating  to the
                occurrence of the milestone.

     5.7  The Company shall keep and shall cause  Sublicensees to keep complete,
          accurate  and correct  books of account and  records  consistent  with
          sound business and accounting principles and practices.

     5.8  THM shall be entitled to appoint an independent auditor selected by it
          to  inspect,   during  the  Company's   regular  business  hours,  all
          equipment,  records,  and  documents  of the  Company  as may  contain
          information bearing upon the amounts payable to THM under this Section
          5.  The  auditor  shall  be  bound  in  writing  by   obligations   of
          confidentiality  no less strict than those contained in this Agreement
          provided  that such  obligation of  confidentially  shall not apply on
          disclosure  to Sheba.  The Company  shall take all steps  necessary so
          that all such books of account, records and other documentation of the
          Company and its Sublicensees are available for inspection as aforesaid
          for  each  of the  Company  and  its  Sublicensees.  The  cost of such
          auditing  shall be borne  by the  Company  if the  audit  uncovers  an
          underreporting of the  corresponding  amounts owed to THM by more than
          five percent (5%).  Otherwise,  such costs and expenses shall be borne
          by THM. The Company shall remedy any such discrepancy and pay: (i) the
          shortfall  within thirty (30) days of the date of discovery;  and (ii)
          interest  thereon  from the date such  amounts were due and payable to
          Licensor  hereunder  at the  rate of 4%  above  the  London  Interbank
          Offered Rate  (LIBOR)  applicable  to a 12 month USD deposit,  as such
          rate shall be in effect on the date that the payment is actually made.
          The Interest shall be compounded annually and computed on the basis of
          a 365 day year.

     5.9  Upon THM's  request but not more than once every six (6)  months,  the
          Company  shall  provide  THM with a  progress  report  specifying  the
          following details, as updated from the last report: (i) the activities
          the  Company  conducted  for the  development  of  Products;  (ii) the
          progress    and    results   of   the    development,    Sublicensing,
          commercialization and sales of products; and (iii) projected sales and
          marketing  efforts.  It is hereby  agreed that for the purpose of this
          Section  5.9,  the Company may submit the plan it submitted to the OCS
          as the required progress report and THM shall have no further claim or
          demand in this regard.  During  periods  where such reports to the OCS
          are not  submitted,  for any  reason  whatsoever,  the  Company  shall
          provide THM with the progress reports as specified at the beginning of
          this Section 5.9

6.   LIABILITY, INDEMNITY AND INSURANCE:

     6.1  The Company shall bear sole responsibility and bear any payment and/or
          compensation  and/or  liability  for  any  damage  whatsoever  caused,
          directly or  indirectly,  as a result of or  encountered in connection
          with this  Agreement  and/or the  exercise of the  License,  including
          without limitation,  (i) the use and/or exploitation by the Company or
          any  Sublicensee  of the Licensed  Information  (ii) the  development,
          manufacture, sale, use and/or application of the Products.

     6.2  The Company shall indemnify and hold Ferber, Sheba and/or Licensor and
          their  employees,  agents and  representatives  (the  "BENEFICIARIES")
          harmless from and against any and all loss, liability, claims, damages
          and expenses  (including  legal costs and attorneys' fees) of whatever
          kind or  nature,  to the  extent  that  such  liability  is found by a
          non-appealable  judgment rendered by a court of competent jurisdiction
          to directly or  indirectly  arise out of and/or result from and/or are
          encountered in connection  with this Agreement  and/or the exercise of
          the  License,   including  without  limitation:  (a)  the  use  and/or
          exploitation  of  the  Licensed  Information  by  the  Company  or any
          Sublicensee;  (b)  the  development,  manufacture,  sale,  use  and/or
          application of the Products; and (c) to the extent that it is based on
          a claim that the Licensed Information,  the Products or other material
          produced  by the  Company  infringes  any third  party's  intellectual
          property rights including copyright,  trade secret, patent, trademark;
          (collectively, the "LIABILITIES").

                                       10
<PAGE>
          The Parties shall consult and cooperate with each other  regarding the
          response  to and the defense of any such  Liabilities  and the Company
          shall be obligated to assume the defense and  represent  the interests
          of the  Beneficiaries  in  respect  of such  Liabilities,  that  shall
          include  the  right to  select  and  direct  legal  counsel  and other
          consultants to appear in  proceedings  on behalf of the  Beneficiaries
          and to propose, accept or reject offers of settlement, all at its sole
          expense and discretion. Nothing herein shall prevent the Beneficiaries
          from   retaining   their  own   counsel   ("SEPARATE   COUNSEL")   and
          participating in their own defense at their own expense, provided that
          the Licensor shall ensure that the Separate  Counsel shall  coordinate
          their actions with, and shall act only upon the prior approval of, the
          Company's counsel.

     6.3  The Company shall purchase and maintain, at its own expense, insurance
          which  covers its  liability  pursuant  to this  Agreement,  including
          Sections  6.1 - 6.3  above,  for the term of this  Agreement,  plus an
          additional  period  of 7 (seven)  years.  Such  insurance  shall be in
          reasonable  amounts  and on  reasonable  terms  in the  circumstances,
          subscribed for from a reputable  insurance company.  The named insured
          under  such  insurance  shall be the  Company  and the  Beneficiaries.
          Should such insurance made by the Company not be acceptable to THM, on
          reasonable  grounds,  then  the  content  of such  insurance  shall be
          decided  by an  insurance  consultant  acceptable  to both THM and the
          Company.

7.   COMPANY'S UNDERTAKING; DEVELOPMENT AND COMMERCIALIZATION; BOARD OBSERVER:

     7.1  The Company shall submit to THM a commercially  reasonable Development
          Plan, as defined below, approved by its board of directors,  within 18
          months from the date of execution  hereof.  The Company shall develop,
          manufacture,  sell and market the Products  pursuant to the milestones
          and time schedule  specified in the  Development  Plan. The compliance
          with the Development Plan is a substantial term of this Agreement.  In
          the event the Company  fails to fulfill  the terms of the  Development
          Plan,  the Licensor shall be entitled to terminate this Agreement with
          a one year prior  written  notice,  provided that during such year the
          Company did not cure the breach of the Development Plan.

          The  "DEVELOPMENT  PLAN":  a plan which shall include all research and
          development activities as required for the development and manufacture
          of the Products,  including  preclinical and clinical activities until
          an FDA or any other  equivalent  regulatory  authority's  approval for
          marketing and including all REGULATORY  PROCedures  required to obtain
          such approval for each Product

     7.2  THM shall be entitled to appoint an observer (the  "OBSERVER")  to the
          Board.  The  Observer  shall  be  appointed  and  substituted  by  THM
          according to its sole  discretion by a written  notice to the Company,
          subject to signature by the Observer on a non-disclosure  agreement in
          the form  acceptable  to the Company and provided that the Observer is
          not associated with a competitor of the Company. The Observer shall be
          invited by the  Company in writing  and in advance to all the  Board's
          meetings  and  conferences  and shall  have the right to be present in
          (without  voting) all such meetings and conferences and report back to
          THM.

8.   TERM AND TERMINATION:

     8.1  Term. The term of this Agreement  shall commence on the Effective Date
          and,  unless  earlier  terminated as provided in this  section,  shall
          continue  in  full  force  and  effect  on  a  Product-by-Product  and
          country-by-country basis until the later of and as applicable: (i) the
          date of expiry of the last of the Licensed Patents in such country; or
          (ii) the  expiry of a period of  fifteen  (15)  years from the date of
          First Commercial Sale in such country.

     8.2  Without  derogating  from THM's rights under any  applicable  law, THM
          shall be  entitled  to  terminate  this  Agreement  and/or the License
          hereunder in each of the following events:

                                       11
<PAGE>
          8.2.1 The Company materially changed its business.

          8.2.2The Company breaches any of its material  obligations  hereunder,
               provided that THM has provided the Company with written notice of
               such material  breach and THM's  intention to terminate,  and the
               Company has not cured such  breach  within one hundred and eighty
               (180)  days of  receiving  such  written  notice  from  THM.  For
               purposes  of this  Agreement,  the failure of the Company to: (i)
               comply   with   Section  2  above,   relating  to  the  grant  of
               Sublicenses;  (ii) comply with the confidentiality  provisions in
               accordance  with the  terms of  Section  4 above;  (iii)  perform
               payments to THM in accordance  with the terms of Section 5 above;
               and (iv) provide  indemnity and insurance in accordance  with the
               terms of Section 6 above;  (v)  compliance  with the  Development
               Plan,  shall be deemed to be a material  breach of the  Company's
               obligations hereunder.  Notwithstanding the above, the provisions
               of this  Section  8.2.2 shall not apply in the event of breach by
               the  Company of the  Development  Plan and,  in such  event,  the
               termination rights of THM will be as further set forth in Section
               7.1.

          8.2.3The Company breaches any of its obligations  hereunder,  and such
               breach  remains  uncured  for forty five (45) days after  written
               notice from THM.

          8.2.4The Company: (i) becomes insolvent;  and/or (ii) files a petition
               or has a petition  filed  against it, under any laws  relating to
               insolvency;  and/or (iii) enters into any  voluntary  arrangement
               for the benefit of its  creditors;  and/or  (iv)  appoints or has
               appointed on its behalf a receiver,  liquidator or trustee of any
               of the Company's  property or assets,  under any laws relating to
               insolvency; and such petition,  arrangement or appointment is not
               dismissed or vacated within ninety (90) days.

          8.2.5The Company has ceased to carry on its  business  for a period of
               more than 60 days.

          8.2.6The  Company  has  challenged,  challenges,  or causes  any third
               party to challenge,  the  intellectual  property  rights or other
               rights of the  Licensor to the Licensed  Information  anywhere in
               the world.

     8.3  Without derogating from the Company's rights under any applicable law,
          the Company shall be entitled,  at its sole  discretion,  to terminate
          this  Agreement  and the  License  hereunder  and return the  Licensed
          Information  to the Licensor  only in the  following  events:  (i) the
          development  and/or  manufacture  of the Licensed  Information  is not
          successful  according to the  scientific  criteria  acceptable  in the
          relevant  field  of the  Invention;  and/or  (ii) if the  registration
          and/or  defense  of a Patent is not  successful,  in any  country  for
          reasons not dependant upon the Company;  and/or (iii) the  development
          and/or manufacture of the Licensed  Information is not approved by the
          proper  regulation  procedures as mandated under the relevant laws for
          reasons  not  dependant  upon  the  Company;  and/or  (iv) a  external
          specialist in the field of the Product(s) determined in a reasoned and
          explained written opinion that there is insufficient market demand for
          the  Products  and such  written  opinion was provided to THM. For the
          removal of doubt,  such external  specialist shall not be an employee,
          consultant  or  contractor  of the  Company,  nor  have  any  business
          relationship with the Company.

     8.4  Upon  termination or expiration of this  Agreement  and/or the License
          hereunder,  for any  reason  whatsoever,  all  rights  granted  to the
          Company  hereunder shall immediately and without further action by THM
          revert to THM, and the Company:  (i) shall not be entitled to make any
          further use in the Licensed  Information;  (ii) shall forthwith return
          to THM all Licensed  Information,  subject to all applicable legal and
          regulatory requirements,  all Confidential Information,  including any
          documentation,   electronic   media,   instructions  and  all  related
          materials  furnished to the Company hereunder and shall not retain any
          copies for its use or for any purpose,  save for one copy  retained by
          the Company for archival purposes.

                                       12
<PAGE>
     8.5  For the  removal of doubt,  upon  termination  or  expiration  of this
          Agreement,  for any reason whatsoever,  the rights and License granted
          to the  Company  hereunder  shall be  terminated  immediately  without
          further action by Licensor.

     8.6  For the avoidance of any doubt, upon termination or expiration of this
          Agreement and/or the License hereunder, for any reason whatsoever: (i)
          THMs right to receive  reports  (according to Section  7.1);  and (ii)
          THM's right to appoint an Observer  (according to Section 7.4);  shall
          terminate immediately,  as of the date of termination or expiration of
          this Agreement, without any action by the Company.

     8.7  The rights and  obligations  of each of the Parties  hereto  under any
          provision of this  Agreement,  which is  expressly  or by  implication
          intended to survive beyond the term of this  Agreement,  including but
          not limited to those  provisions  relating to  Licensor's  Warranties,
          Proprietary Rights and Disclaimers  (Section 3),  Confidentiality  and
          Non-Use (Section 4), Liability,  Indemnity and Insurance  (Section 6),
          Survival of Provisions (Section 8.7), Early Termination (Section 8.8),
          Limitation of Liability and Disclaimers  (Section 9) and Governing Law
          and Venue (Section 12.2),  shall remain in force  notwithstanding  the
          expiration or termination of this Agreement for any reason.

     8.8  In the event of early  termination  of this  Agreement  by THM for the
          reasons  specified  in Section 8.2 above,  the  following  terms shall
          apply,  (in addition to other terms specified  herein for the event of
          early termination):

          8.8.1All rights in and to the  Licensed  Information  as  contained in
               the  License  shall  revert to THM and the  Company  shall not be
               entitled to make any further use thereof.

          8.8.2Upon the early  termination  of this Agreement by THM pursuant to
               Section 8.2 above,  the Company  hereby grants THM an irrevocable
               exclusive  worldwide license, to extend until the later of and as
               applicable:  (i) the date of expiry  of the last of the  Licensed
               Patents  in such  country,  or (ii) the  expiry of a period of 15
               (fifteen)  years from the date of First  Commercial  Sale in each
               country, to use the Company's Information,  as defined below, for
               any  purpose  whatsoever,  such  license  shall come into  effect
               immediately  and  automatically,  without  any further act of the
               Company,  subject  to, and  unless  limited  by  applicable  law,
               including the Law for the  Encouragement  of Industrial  Research
               and  Development,   5744-1984  and  relevant  provisions  of  the
               Directives  of the Director  General of the Ministry of Trade and
               Industry.  "COMPANY'S  INFORMATION":  any and all New Inventions,
               discoveries, technical and business information,  knowledge, know
               how,  protocols,  databases,  improvements,  conceptions,  ideas,
               techniques,  designs,  products,  developments,   specifications,
               methods,   materials,   drawings,   diagrams,   models,  software
               programs,  data,  data  analysis,  data  interpretation,  written
               reports,   algorithms,   clinical  data,   procedures  and  other
               information  of  whatsoever  nature,  whether or not protected by
               patents or patent application,  developed,  discovered, conceived
               or accruing by the Company in the course of or in connection with
               the research and development of the Licensed  Information  and/or
               the Products.

          8.8.3Should THM:  (i) grant a license to any third party with  respect
               to the Company's Information pursuant to Section 8.8.2 above; and
               (ii) receive  consideration  in return to such license,  then the
               Licensor  shall pay the  Company  from  THM's  Profits as defined
               below,   subject  to  the  Company's   performance   of  all  its
               obligations   hereunder   which  survive   termination   of  this
               Agreement:   (a)  25%   (twenty   five   percent)   of  any  such
               consideration until the Company is reimbursed for the full amount
               of the  research and  development  expenses,  including  business
               development expenses,  expanded by the Company for the purpose of
               obtaining the Company's Information,  (the "COMPANY'S DEVELOPMENT
               EXPENSES"). The Company's Development Expenses shall be evidenced

                                       13
<PAGE>
               in written  records and  confirmed  by a report of the  Company's
               external   auditor;   and   (b)  in   addition,   following   the
               reimbursement  of all the  Company's  Development  Expenses,  the
               Company  shall,  for an unlimited  period of time, be entitled to
               receive 5% of THM's Profits.

               THM shall pay to the Company amounts,  if any, payable under this
               Section 8.8.3,  within forty five (45) days of its receipt of the
               relevant consideration

               For  the  purpose  of  this  Agreement,   "THM'S  PROFITS":   any
               consideration actually received by THM in return for a license to
               a third party as  specified in this  Section  8.8.3 above,  after
               reimbursement of any and all of THM's expenses born in connection
               with  the  Licensed  Information  and the  Company's  Information
               including for the purpose of  commercializing  or developing such
               Licensed  Information.  In the event the  consideration  shall be
               non-monetary,  THM and the Company  shall agree upon the value of
               such non-monetary consideration, provided that should THM and the
               Company not reach agreement as to the value of such  non-monetary
               consideration,  then  such  value  shall  be  decided  upon by an
               external assessor acceptable to both THM and the Company.

9.   LIMITATIONS OF LIABILITY AND DISCLAIMERS:

     9.1  UNDER  NO   CIRCUMSTANCES   WILL  THE   LICENSOR  BE  LIABLE  FOR  ANY
          CONSEQUENTIAL,  INDIRECT,  SPECIAL,  PUNITIVE OR  INCIDENTAL  DAMAGES,
          INCLUDING  FOR  LOST  PROFITS,  WHETHER  FORESEEABLE  OR NOT,  EVEN IF
          ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES,  ARISING OUT OF BREACH OR
          FAILURE  OF  EXPRESS  OR  IMPLIED  WARRANTY  OR  CONDITION,  BREACH OF
          CONTRACT, MISREPRESENTATION, NEGLIGENCE OR OTHERWISE.

     9.2  UNDER NO  CIRCUMSTANCES  THE  LIABILITY OF THE LICENSOR TO THE COMPANY
          UNDER  OR  ARISING  OUT OF  THIS  AGREEMENT,  WHETHER  FOR  BREACH  OF
          CONTRACT,  IN  TORT  (INCLUDING  BUT NOT  LIMITED  TO  NEGLIGENCE)  OR
          OTHERWISE  SHALL  EXCEED IN  AGGREGATE  AN AMOUNT  OF  $500,000  (FIVE
          HUNDRED THOUSAND) USD.

     9.3  IN NO EVENT SHALL THE  LICENSOR BE LIABLE FOR ANY  ACTIONS,  CLAIMS OR
          THE  LIKE  BY THE  COMPANY  OR  ANY  THIRD  PARTY  THAT  THE  LICENSED
          INFORMATION RESULTS OR MAY RESULT IN ANY INFRINGEMENT,  DEPRIVATION OR
          VIOLATION OF THE  INTELLECTUAL  PROPERTY OR OTHER RIGHTS OF ANY PERSON
          OR ENTITY.

     9.4  THE COMPANY ACKNOWLEDGES AND DECLARES,  AS OF THE EFFECTIVE DATE, THAT
          IT  EXAMINED  THE  LICENSED  INFORMATION  AND  FOUND IT  SUITABLE  AND
          APPROPRIATE FOR ITS CURRENT NEEDS AND REQUIREMENTS.

     9.5  THE LICENSED  INFORMATION IS PROVIDED "AS-IS" AND "AS-AVAILABLE".  THE
          LICENSOR MAKES NO AND HEREBY SPECIFICALLY DISCLAIMS ANY REPRESENTATION
          AND  WARRANTY  CONCERNING  THE  LICENSED  INFORMATION   INCLUDING  ANY
          WARRANTY  OF  MERCHANTABILITY,   FITNESS  FOR  A  PARTICULAR  PURPOSE,
          COMPLETENESS,  USE, ACCURACY OR THAT THE LICENSED INFORMATION SHALL BE
          USEFUL IN ANY MANNER OR COMMERCIALLY EXPLOITABLE.

10.  PATENTS AND PATENT INFRINGEMENTS:

     10.1 As of the  Effective  Date,  the  Company  will,  at its own costs and
          expense, be responsible for the preparation,  filing,  prosecution and
          maintenance  of all patent  applications  and patents for the Licensed

                                       14
<PAGE>
          Information,  including  the  Patents in  Canada,  US and Europe . The
          Company will instruct its patent  counsel to copy both the Company and
          the Licensor on any patent  application for the Licensed  Information,
          or notice of each  official  action of any  patent  office  concerning
          patent  applications for the Licensed  Information  (including but not
          limited  to  office   actions,   payment  of  fees,   abandonment   of
          applications etc.). For the purpose of appointing the Company's patent
          counsel,  the  Company  shall  notify the  Licensor  in writing of its
          intended patent counsel,  subject to the Licensor's  written  approval
          within fifteen (15) days of receipt of said notice, which approval may
          not be  unreasonably  withheld.  If the Licensor does not reply within
          the said  fifteen  (15) day  timeframe,  it  shall  be  deemed  as the
          Licensor's  approval  to  the  appointment  of  the  Company's  patent
          counsel. The Licensor will have the right, but not the obligation,  to
          propose  changes to any such filing and  responses,  which the Company
          will  consider  (and the  Company  will  direct the patent  counsel to
          consider)  prior to submitting the patent  application or the response
          to office action.

     10.2 All patent  applications  to be filed with  respect to New  Inventions
          shall be filed in the name of Company  and/or THM in  accordance  with
          the provisions of Section 3.4 above.

     10.3 Notwithstanding  the aforesaid and for the avoidance of any doubt, the
          Company  shall have full and sole  discretion  as to the  preparation,
          filing,  prosecution and maintenance of such patent  applications  and
          patents with respect to New Inventions,  at its own costs and expense,
          where such application  shall be filed in the name of the Company,  or
          both in the names of the Company and THM, all in  accordance  with the
          provisions of Section 3.4 above.

     10.4 Each Party  will  promptly  notify  the other  Party in writing of any
          alleged  or  threatened  infringement  by a product  or process of any
          Licensed  Information (a "THIRD PARTY IP  INFRINGEMENT") of which such
          Party becomes aware,  together with any available  written evidence of
          such  alleged  infringement.  In the  event  that of a Third  Party IP
          Infringement, the Company shall have the right but not the obligation,
          at its  expense,  to  institute,  prosecute  and control any action or
          proceeding with respect to such Third Party IP Infringement, including
          any  declaratory  judgment  action  arising  from  such  infringement.
          However,  upon the  Company's  decision  not to enforce its  aforesaid
          right  within  ninety (90) days of learning of the said Third Party IP
          Infringement,  or if the Company  notifies the Licensor  that it shall
          not be  prosecuting  such Third Party IP  Infringement,  the  Licensor
          shall have the right to institute  such action or  proceeding,  at its
          (the Licensor's) expense. To the extent applicable,  the Company shall
          file the above legal proceedings on behalf of itself and the Licensor,
          and VICE VERSA.

          Any  recovery  obtained in an action  brought  under this Section 10.4
          shall be distributed as follows:

          (i)  each Party shall be reimbursed  for any expenses  incurred in the
               action; and

          (ii) if the Company  prosecutes  and  controls the  proceeding  at its
               expense,  the Company  shall pay the Licensor a percentage of the
               remainder  of the judgment  awarded to the Licensor  equal to 16%
               (sixteen  percent)  after  deduction  of expenses and legal fees,
               except  only for  recoveries  in the form of  Royalties  from Net
               Sales in respect of which Royalties are payable by the Company to
               the Licensor according to Section 5.1.1, and thereafter,  all the
               other amounts awarded in such event shall be paid to the Company.

               OR, ALTERNATIVELY:

               if the Licensor  prosecutes  and controls the  proceeding  at its
               expense,  the Licensor  shall pay the Company a percentage of the
               remainder of the judgment awarded equal to 16% (sixteen  percent)
               after  deduction  of  expenses  and legal  fees,  except only for
               recoveries in the form of Royalties  from Net Sales in respect of
               which the  Company  shall be  entitled  to 3.5% (three and a half
               percent)  of such  recoveries,  and  thereafter,  all  the  other
               amounts awarded in such event shall be paid to the Licensor.

                                       15
<PAGE>
     10.5 Should the  Company not wish to file  and/or  continue to  prosecute a
          patent  application  and/or  maintain  a patent  in any  country  with
          respect  to any  part  of the  Licensed  Information,  then  THM  may,
          according to its sole  discretion,  file and/or  continue to prosecute
          such patent application and/or maintain such patent in such country at
          THM's  expense.  THM shall give the  Company  fifteen  (15) days prior
          written  notice before filing or and/or  continuing to prosecute  such
          patent application and/or maintaining such patent in such country. The
          Company  shall  be  entitled  to  elect  to file  and/or  continue  to
          prosecute a patent  application  and/or  maintain a patent in any such
          country, at the Company's own cost and expense by giving THM a written
          notice of its intention to do so within seven (7) days from receipt of
          THM's notice.  Should the Company fail to provide THM with such notice
          according  to  which  the  Company  undertakes  to pay all  costs  and
          expenses as  aforesaid,  then THM shall be entitled to  terminate  the
          License hereunder, with an immediate effect, only with respect to such
          country  and  such  part  of the  Licensed  Information,  and to  take
          whatever action and proceedings THM deems fit (in its sole discretion)
          and at THM's  expense with respect to such patent  application  and/or
          patent  and/or  with  respect  to  the  use  and/or   license   and/or
          commercialization  of such part of the  Licensed  Information  in such
          country.

11.  PUBLICATION RIGHTS:

     In the event that Licensor, Sheba, their officers, medical and professional
     staff,  employees  and/or agents,  wish to publish material with respect to
     the  Licensed  Information,  such  publication  shall  be  subject  to  the
     provisions as set out herein:

     11.1 Licensor shall ensure that no publications  in writing,  in scientific
          journals or orally at scientific  conventions relating to the Licensed
          Information,   the   Invention  or  a  product  or  process  based  or
          incorporating the Licensed Information, which are subject to the terms
          and conditions of this Agreement, are published by it, Sheba, or their
          officers,  medical and  professional  staff,  employees and/or agents,
          without first obtaining the written consent of the Company.

     11.2 The Company undertakes to reply to any such request for publication by
          the  Licensor  within  ninety (90) days of its receipt of a request in
          connection  with the  publication of articles in scientific  journals,
          and within  thirty (30) days of its receipt of a request in connection
          with  presentations at scientific  conventions and article  abstracts.
          The Company  may only  decline  such an  application  upon  reasonable
          grounds, which shall be fully detailed in writing.

     11.3 Should the Company decide to object to publication and/or presentation
          as provided in Section 11.2 above,  publication shall be postponed for
          a period of not more than one hundred  and twenty  (120) days from the
          date the  publication  was sent to the Company to enable the filing of
          patent  applications  or the  removal  of the  Company's  Confidential
          Information.

12.  MISCELLANEOUS:

     12.1 No  Restriction.  No provision of this Agreement shall be construed so
          as to restrict THM from acquiring an interest in or develop technology
          that may compete with all or any part of the Licensed Information, and
          THM  may   freely   endeavor   to   commercialize   such   competitive
          technologies.

     12.2 Governing Law and Venue.  This  Agreement  shall be interpreted by the
          laws of the State of Israel.  Any dispute  between the Parties to this
          Agreement,  including  regarding its breach and/or its  implementation
          and/or its termination,  shall be decided exclusively by the competent
          court  of  law  in  Tel-Aviv,   Israel  which  shall  have   exclusive
          jurisdiction.

     12.3 Independent  Parties. The relationship of the Company and the Licensor
          is that of independent contractors. Neither Party nor their employees,
          consultants,  contractors  or  agents  are or shall be  considered  as
          agents, employees, partners,  representatives or joint ventures of the
          other Party, nor do they have any authority to bind the other Party by

                                       16
<PAGE>
          contract or otherwise to any obligation.  Each Party shall ensure that
          the foregoing  persons  shall not  represent to the  contrary,  either
          expressly, implicitly, by appearance or otherwise.

     12.4 No Hiring.  Each Party shall not,  directly or indirectly,  recruit or
          hire or engage any personnel of the other Party and/or of the Hospital
          and/or of the Fund, or induce such personnel to quit  employment  with
          the other Party and/or with the Hospital and/or with the Fund,  during
          the term of this Agreement and for a period of two (2) years following
          the  termination  of this  Agreement,  without the other Party's prior
          written consent.  Notwithstanding the aforesaid, it is agreed that the
          Company shall be entitled to enter into an agreement with Ferber,  for
          as long as Ferber is an employee  and/or  consultant  of the  Hospital
          and/or the Fund and/or Sheba,  and/or any other employee  and/or agent
          of Sheba and/or with Sheba,  where such agreement  shall be subject to
          the approval of THM in accordance  with the then applicable laws rules
          regulations   and  policy  of  Sheba,   which   approval  may  not  be
          unreasonably withheld.

          For the  avoidance  of any doubt,  after the  termination  of Ferber's
          engagement  with the Hospital  and/or the Fund and/or Sheba,  then the
          Company  shall be entitled  to enter into an  agreement  with  Ferber,
          whether  as an  employee  and/or  consultant,  at the  Company's  sole
          discretion, without requiring the approval of THM.

     12.5 Due Authorization and No Impediment.  Each Party hereby warrants that:
          (i) it has taken all  internal  actions  necessary  to authorize it to
          enter into and perform this Agreement and its representative(s)  whose
          signature(s)  is/are  affixed  hereto is/are fully  authorized to sign
          this Agreement and to bind such Party thereby; (ii) upon the execution
          of this  Agreement,  this Agreement  shall be legally  binding on such
          Party;  and (iii)  neither the  signature  of this  Agreement  nor the
          performance of its obligations hereunder will conflict with, or result
          in a breach of, or  constitute a default  under,  any provision of the
          articles  of  association  or  by-laws of such  Party,  or of any law,
          contract or agreement, to which such Party is a party or subject.

     12.6 Good Faith. Both Parties shall be under a duty to act in good faith in
          the performance and enforcement of this Agreement.

     12.7 Notices.  Except as otherwise provided in this Agreement,  all notices
          permitted or required by this Agreement  shall be in writing and shall
          be deemed to have been duly served: (i) upon personal  delivery;  (ii)
          upon  facsimile  transmission  (receipt of which has been confirmed by
          the  recipient);  or (iii)  seven (7)  business  days  after  deposit,
          postage prepaid,  return receipt requested, if sent by Registered Mail
          and  addressed to the address of the Parties  first above stated or in
          accordance with such other address information as the Party to receive
          notice may  provide in writing to the other Party in  accordance  with
          the above notice provisions. Any notice given by any other method will
          be deemed to have been duly served upon receipt thereof.

     12.8 Assignment.  The  License  Agreement  is  personal  to the Parties and
          therefore   the  Parties  may  not  assign  any  of  their  rights  or
          obligations  under the License  Agreement  without  the prior  written
          consent of the other Party.  Notwithstanding the  aforementioned,  THM
          shall be entitled to assign this Agreement to any  association  and/or
          organization and or company that was established in connection with or
          for the benefit of the Sheba Medical Center.

     12.9 Waivers  and  Amendment.  No course of dealing in respect  of, nor any
          omission or delay in the exercise of, any right,  power,  or privilege
          by either  Party  shall  operate  as a waiver  thereof,  nor shall any
          single or  partial  exercise  thereof  preclude  any  further or other
          exercise  thereof  or of any  other,  as each such  right,  power,  or
          privilege may be exercised either  independently or concurrently  with
          others  and as  often  and in  such  order  as  each  Party  may  deem
          expedient. Any term or provision of this Agreement may be amended only
          in writing.

     12.10Entire   Agreement;   Amendments.   This   Agreement,   including  its
          schedules,  contains the entire  agreement of the Parties with respect
          to its  subject  matter.  No  oral  or  prior  written  statements  or
          representations  not  incorporated  herein  shall  have  any  force or

                                       17
<PAGE>
          effect, nor shall any part of this Agreement be amended, supplemented,
          waived  or  otherwise  modified  except  in  writing,  signed  by both
          Parties.

     12.11Severability.  If any  provision of this  Agreement is determined by a
          court  of  competent   jurisdiction   to  be  invalid,   illegal,   or
          unenforceable, that determination shall not affect any other provision
          of this  Agreement,  and each such other  provision shall be construed
          and enforced as if the invalid,  illegal,  or unenforceable  provision
          were not contained herein.

IN WITNESS  WHEREOF,  THE PARTIES  HERETO HAVE CAUSED THIS  AGREEMENT TO BE DULY
EXECUTED AND EACH OF THE  UNDERSIGNED  HEREBY WARRANTS AND REPRESENTS THAT HE OR
SHE HAS  BEEN AND IS,  ON THE DATE OF THIS  AGREEMENT,  DULY  AUTHORIZED  BY ALL
NECESSARY AND APPROPRIATE ACTION TO EXECUTE THIS AGREEMENT.


------------------------------------        ------------------------------------
              Orgenesis Ltd.                  Tel Hashomer - Medical Research,
                                              Infrastructure and Services Ltd.

                (The Company)                             (THM)

Name: /s/ Vered Caplan                      Name: /s/ Tel Hashomer
     -------------------------------             -------------------------------
Title:                                      Title:
      ------------------------------              ------------------------------

                                       18
<PAGE>
                                   APPENDIX A

                                LICENSED PATENTS

Patents - Sarah Ferber

Granted Patents:  Methods of inducing regulated pancreatic hormone production in
non-pancreatic islet tissues

<TABLE>
<CAPTION>
Application         Patent           Patent              Application                   Related
   Ser No           number         Issue Date               Date                     Applications
   ------           ------         ----------               ----                     ------------
<C>               <C>             <C>                   <C>              <C>
09/584,216        6,774,120     August 10, 2004         May 31, 2000     Provisional No 60/198,532 Filed Apr 19 2000
                                                                         Provisional No.60/137,143 Filed Jun 1   1999

Patent Applications: Methods of inducing regulated pancreatic hormone production
in non-pancreatic islet tissues

Application          US Patent          Application     Application                    Related
   Ser No          Application             Date          Published                   Applications
   ------          -----------             ----          ---------                   ------------
10/852,994      US2004/0213769A1      May 24, 2004    October 28, 2004   ** Division of 09/584,216 filed may 31 , 2000
                                                                         ** Provisional No.60/137,143 Filed Jun 1 1999 &
                                                                            Provisional No 60/198,532 Filed Apr 19 2000


10/843,801      US2005/0090465        May 12, 2004    April 28, 2005     CIP of  09/584,216 Provisional No. 60/469,715
                                                                         filed May 12 2003

EP1180143B1      FERBER SARAH         2007-05-09        C12N 15/09

Title: IN VITRO METHODS OF INDUCING  REGULATED  PANCREATIC HORMONE PRODUCTION IN
NON-PANCREATIC ISLET TISSUES, PHARMACEUTICAL COMPOSITIONS RELATED THERETO
</TABLE>
<PAGE>
WO2000072885A3   FERBER SARAH         2001-05-10        C12N 15/09

Title:   METHODS  OF  INDUCING   REGULATED   PANCREATIC  HORMONE  PRODUCTION  IN
NON-PANCREATIC ISLET TISSUES [GRAPHIC OMITTED]

WO2000072885A9   FERBER SARAH         2001-03-01         C12N 15/09

Title:   METHODS  OF  INDUCING   REGULATED   PANCREATIC  HORMONE  PRODUCTION  IN
NON-PANCREATIC ISLET TISSUES [GRAPHIC OMITTED]

WO2000072885A2   FERBER SARAH         2000-12-07         C12N 15/09

Title:   METHODS  OF  INDUCING   REGULATED   PANCREATIC  HORMONE  PRODUCTION  IN
NON-PANCREATIC ISLET TISSUES [GRAPHIC OMITTED]

WO2004098646A1   FERBER SARAH         2004-11-18         A61K 48/00

Title:   METHODS  OF  INDUCING   REGULATED   PANCREATIC  HORMONE  PRODUCTION  IN
NON-PANCREATIC ISLET TISSUES [GRAPHIC OMITTED]

WO2004098646B1   FERBER SARAH         2005-04-28         A61K 48/00

Title:   METHODS  OF  INDUCING   REGULATED   PANCREATIC  HORMONE  PRODUCTION  IN
NON-PANCREATIC ISLET TISSUES [GRAPHIC OMITTED]

EP1180143A2      FERBER SARAH         2002-02-20         C12N 15/09

Title: IN VITRO METHODS OF INDUCING  REGULATED  PANCREATIC HORMONE PRODUCTION IN
NON-PANCREATIC  ISLET  TISSUES,   PHARMACEUTICAL  COMPOSITIONS  RELATED  THERETO
[GRAPHIC OMITTED]

EP1624898A1      FERBER SARAH         2006-02-15         A61K 48/00

Title:   METHODS  OF  INDUCING   REGULATED   PANCREATIC  HORMONE  PRODUCTION  IN
NON-PANCREATIC ISLET TISSUES [GRAPHIC OMITTED]
<PAGE>
US20040213769A1          --           2004-10-28         C12N 15/09

Title:   Methods  of  inducing   regulated   pancreatic  hormone  production  in
non-pancreatic islet tissues [GRAPHIC OMITTED]

US20050090465A1          --           2005-04-28         A61K 38/17

Title:   Methods  of  inducing   regulated   pancreatic  hormone  production  in
non-pancreatic islet tissues

US6774120B1      FERBER SARAH         2004-08-10         C12N 15/09

Title:   Methods  of  inducing   regulated   pancreatic  hormone  production  in
non-pancreatic islet tissues
<PAGE>
                                   APPENDIX B

                             FERBER - THM AGREEMENT

                                    AGREEMENT

               Made and entered into this ____ day of ______, 2011

                                     Between

        Tel Hashomer - Medical Research, Infrastructure and Services LTD

                                     ("THM")

                                       and

                                    Dr. Sara
                          Ferber I.D. Number 67278234

                       Of 31/12 Hanivim St. Tel Aviv 64072

                                   ("Ferber")

WHEREAS:  THM is a private  company whose purpose is, inter alia, to promote the
well fare of the Chaim Sheba Medical Center (the "Hospital"); AND

WHEREAS:  To the request of the  Hospital  and Medical  Research  Infrastructure
          Development and Health  Services Fund by the Sheba Medical  Center,  a
          non profit  organization  incorporated  under the Laws of the State of
          Israel (the "Fund"),  THM undertook to act as the operational  body of
          the Hospital and the Fund, with respect to promotion,  development and
          commercialization of intellectual property deriving from inventions of
          Hospital's and/or Fund's employees; AND

          [The Hospital and the Fund jointly and severally :"Sheba"]

WHEREAS:  Ferber  declares  that she has  conceived,  during the period and as a
          result of her  employment  with the  Hospital  and/or  the  Fund,  the
          invention  as fully  described  in the  patents  listed in  Appendix A
          attached  hereto  and   constituting  an  integral  part  hereof  (the
          "Invention" and the "Patents", respectively); AND

WHEREAS:  Ferber  filed  the  Patents  in her  name as the  sole  owner  of such
          Patents, and paid all the expenses relating to the filing, maintenance
          and prosecution of the Patents,  and other legal work related to their
          commercialization; AND

Whereas:  Ferber  affirms  that,  even though the Patents were filed in Ferber's
          name as the sole owner,  THM has full  ownership  rights in and to the
<PAGE>
          Invention and Patents (as the trustee of the Hospital and/or the Fund)
          because  Ferber  was an  employee  of  Sheba  when  the  Patents  were
          invented; AND

Whereas:  Ferber wishes to transfer and assign, as Sheba's employee, at the date
          of execution  hereof,  the  registration of and all rights,  title and
          interest in and to the Patents to THM,  and for such  purpose  execute
          any and all documents  including  assignment  documents as required to
          register the ownership in and to the Patents in the name of THM in any
          patent registry or such other regulatory authority in the world; AND

WHEREAS:  the  Parties  wish to  regulate  in this  Agreement  their  rights and
          undertakings  with  respect to the  assignment  of the Patents and the
          Invention,   and  their  respective  rights  in  connection  with  the
          commercialization  of the Invention and the Patents, as more fully set
          forth herein;

NOW  THEREFORE IT IS AGREED,  STIPULATED  AND DECLARED BY THE PARTIES  HERETO AS
FOLLOWS:

1. Preamble:

The Preamble and  appendices  to this  Agreement  constitute  and integral  part
thereof.

2. Ferber's undertakings and declaration

Ferber hereby undertakes warrants and declares, to the best of her knowledge, as
follows:

     2.1. That she has invented the Invention solely by herself, and to her best
          knowledge  and based on  professional  advice  she  received  from her
          patent attorneys, she is the only named inventor therein, and no other
          person or entity is entitled to be named as co-inventor;

     2.2. That the only patent applications filed in respect of the Invention by
          her are the Patents.

     2.3. That she did not transfer any right to any of the Patents to any third
          party or  granted  or has any  obligation  to grant  any  right in the
          Patents to any third party,  and any and all rights title and interest
          in and/or to the Patents are fully owned by her, free and clear of any
          third party rights,  claims,  and restrictions (but without conducting
          any  investigations  of other  patents  or patent  applications),  all
          subject to the rights of THM, the Hospital and the Fund as detailed in
          this Agreement and the Investigator's Agreement;

     2.4. That she has the authority and all powers,  rights and title  required
          to enter into this Agreement, including without limitation to transfer
          and  assign  the  Patents  and that  there is no legal or  contractual
          impediment which prevents her from entering into this Agreement;

     2.5. That her  undertakings  hereunder do not  infringe any third  parties'
          rights;
<PAGE>
     2.6. That without  conducting any investigations of other patents or patent
          applications,  there is no  infringement  by the  exploitation  of the
          Invention  and  the  Patents  of  any  patents,  copyrights  or  other
          intellectual property rights of any third party;

     2.7. That,  until the date  hereof,  she or anyone  on her  behalf  has not
          received notice of there being any  infringement,  by the exploitation
          of the  Invention  and/or the Patents,  of any patents,  copyrights or
          other intellectual property rights of any third party and that she has
          not received  notice that any third party is currently  infringing the
          Invention or the Patents;  The representations in Sections 2.6 and 2.7
          above are  subject  to the  existence  of a patent  covering  the PDX1
          vector, the consequences of which are unclear to Ferber.

     2.8. That she has not  granted,  directly or  indirectly,  any  licenses or
          other  rights,  nor has any  obligation  to grant  licenses,  or other
          rights in relation to the Invention and/or the Patents.

     2.9. That no representation  or warranty made by her in this Agreement,  or
          in any  written  statement  or  certificate  in  connection  with  the
          transaction  contemplated  by  this  Agreement,  contains  any  untrue
          statement  of a  material  fact or  omits,  or will  omit,  to state a
          material fact  necessary to make the  statements  contained  herein or
          therein, in light of the circumstances under which such statements are
          made, not misleading;

     2.10.to execute  any and all  documents  and take all  further  acts as she
          shall be reasonably requested by THM in order to enable and effectuate
          the  performance of this Agreement and to further the  prosecution and
          issuance and defense of any patents and  intellectual  property rights
          in respect of the Invention,  and after reasonable  coordination  with
          her; It is hereby  clarified that Ferber shall not be required to bear
          out of pocket  unreasonable  expenses  such as  traveling  outside  of
          Israel  or any  out of  pocket  expense  related  to the  preparation,
          registration or prosecution of patents or patent applications etc.

3. THM Declarations

THM hereby undertakes, warrants and declares to Ferber as follows:

     3.1. THM is a company duly organized and validly existing under the laws of
          the State of Israel.

     3.2. THM  was  authorized  and  empowered  by  Sheba  to  enter  into  this
          Agreement;

     3.3. THM has  full  corporate  power  and  authority  to  enter  into  this
          Agreement.  The execution,  delivery and performance of this Agreement
          by THM  have  been  duly  authorized  and  approved  by all  necessary
          corporate action;

     3.4. This  Agreement has been duly executed and delivered by THM and is the
          legal,  valid and binding  obligation of THM enforceable in accordance
          with its terms.
<PAGE>
4. Title and Rights

     4.1. Ferber, as employee of Sheba, hereby irrevocably assigns and transfers
          to THM, as the trustee of the Hospital and the Fund all rights,  title
          and interest in and to the Patents and  undertakes  to execute any and
          all documents including assignment documents as reasonably required to
          assign and register the ownership in and to the Patents in the name of
          THM in any patent registry or such other  regulatory  authority in the
          world,  provided that all the out of pocket costs of such registration
          (including  patent  attorney's  fees)  shall be born by THM;  For such
          purpose  Ferber  hereby  executes  an  irrevocable  power of  attorney
          empowering THM and/or anyone on it's behalf to perform said assignment
          and execute the documents as specified in this clause.

     4.2. Ferber  shall fully  cooperate  with THM and shall take all  necessary
          actions,  as well as execute  any and all  documents  and/or any other
          instruments  which THM shall deem,  at its sole  discretion,  as being
          necessary to transfer and assign all right,  title and interest in and
          to the  Invention to THM as well as to secure and protect THM's rights
          therein,  all after reasonable  coordination with Ferber. It is hereby
          clarified  that  Ferber  shall not be  required  to bear out of pocket
          unreasonable  expenses such as traveling  outside of Israel or any out
          of  pocket  expense  related  to  the  preparation,   registration  or
          prosecution of patents or patent applications etc.

5. Investigators Agreement and THM undertakings:

     5.1. THM undertakes to make efforts to commercialize  the Invention and the
          Patents,  including protection of intellectual  property rights in the
          Invention, as customary in Sheba with respect to employees inventions,
          according  to  the  Hospital's  Patents'  Committee  decisions  and as
          specified in the investigators agreement attached to this Agreement as
          Appendix  B  and   constituting   an  integral   part   thereof   (the
          "Investigator's  Agreement").  For such purpose THM shall execute,  at
          the date of execution hereof, a License Agreement with  ______________
          with  respect  to  the   Invention   and  the  Patents  (the  "License
          Agreement").

     5.2. The Parties shall execute the Investigator's  Agreement at the date of
          execution hereof.

     5.3. In  return  for the  assignment  and  transfer  of the  Inventions  as
          specified  above,  Ferber shall be entitled to the rights and payments
          as specified in the Investigator's Agreement.

     5.4. In addition,  THM agrees to indemnify  Ferber for any losses,  damages
          and claims  made  against her  arising  out of or  resulting  from the
          execution of the License  Agreement or the use of Invention and/or the
          Patents  under the License  Agreement,  provided  however  that Ferber
          acted in good faith and that all the  representations  and  warranties
          made by  Ferber  hereunder  are true and shall  not be  discovered  as
          false.
<PAGE>
6. Patents

All  activities  in respect of  patenting  the  Invention  and  maintenance  and
prosecution  of the Patents shall be  administered  by THM according to its sole
discretion and to the Hospital's  Patent Committee  decision or by the licensee,
all as customary in Sheba for inventions of Sheba's  employee's and Ferber shall
be kept  informed of  developments  in connection  therewith.  In addition , THM
shall provide  Ferber with  available  information  regarding  the Patents,  the
Invention and their  commercialization,  as Ferber shall reasonably request from
time to time, as soon as practicable following her request.

7. No Restraint and No Warranty:

     7.1. For the removal of doubt,  no  provision  of this  Agreement  shall be
          construed  so as  to  restrict  THM  from  acquiring  an  interest  in
          technology  that can compete with all or any part of the Invention and
          Patents, and THM may freely endeavor to commercialize such competitive
          technologies.

     7.2. For the removal of doubt,  no  provision  of this  Agreement  shall be
          construed  as a warranty or  representation  by either  party that the
          commercialization   of  the  invention  shall  succeed,  or  that  the
          invention is commercially exploitable.

     7.3. In addition,  nothing herein shall be construed as a representation or
          warranty of Ferber that:  (I) any patent  application  relating to the
          inventions  shall be granted or that any patent  obtained  relating to
          the  Invention  shall be valid or  afford  proper  protection;  and in
          addition,  (ii) Ferber makes no and hereby specifically  disclaims any
          warranty  of  merchantability,   fitness  for  a  particular  purpose,
          completeness,  use, accuracy or that the Licensed Information shall be
          useful in any manner or commercially exploitable.

8. Notices

Any notice or  communication  under this Agreement  shall be sent to the persons
and address as set out below, unless notified otherwise.  If the notice involves
an alleged breach of this Agreement, it shall be sent by registered or certified
mail, and also communicated by telephone as soon as possible.

THM: Tel Hashomer Medical Research, Infrastructure and Services Ltd.

     Attention:  Dr. Sylvie Luria, Director Business and Development

     Address: Tel Hashomer, 52621, Israel

     Telephone: +972 3 5305998

     Fax: +972 3 5305944
<PAGE>
Ferber: 31/12 Hanivim St. Tel Aviv 64072

        Telephone: 03-5303152

All  communications  relating  to this  Agreement  shall  be  deemed  to be duly
received  ten (10) days after  mailing,  or upon actual  receipt,  whichever  is
earlier,  and shall be deemed  received the day after  transmission,  if sent by
fax.

14. Assignability

This rights and title of the Parties  referred to in this Agreement shall not be
assigned by either Party,  without the prior written consent of the other Party,
which consent may not be unreasonably withheld. Notwithstanding the foregoing in
this  clause,  THM shall be entitled  to assign all it's rights and  obligations
hereunder to any technology  transfer entity  established for the benefit of the
Chaim Sheba Medical Center.

IN WITNESS  WHEREOF,  the Parties  hereto have caused this  Agreement to be duly
executed and each of the  undersigned  hereby warrants and represents that he or
she has  been and is,  on the date of this  Agreement,  duly  authorized  by all
necessary and appropriate action to execute this Agreement.

for THM                                          for: Ferber

By: _______________________                      By:    _______________________

Title:_____________________                      Title: _______________________
<PAGE>
                                   Appendix A

                                 List of Patents


<PAGE>
                                   Appendix B

                             Investigators Agreement

<PAGE>
                                   APPENDIX C

              DISCLOSURES OF LICENSED INFORMATION TO THIRD PARTIES

Appendix C

List of NDAs signed regarding Prof. Ferber technology through THM

Date                       Recipient
April 14th, 2010           Stacy Sokol USA
July 2009                  Patrick Shnegelsberg
May 2009                   Rachel Philosof
August 13th 2008           Tal Simchony
July 2008                  Van Leer Incubator
June 7th 2008              Kitty Ohel
January 10th, 2008         Tamar Ben Yedidia
December 2007              BioLineRx
<PAGE>
                                   APPENDIX D

                       ADDITIONAL INVENTION DOCUMENTATION

<TABLE>
<CAPTION>
Post Stock Split 35 to 1                         Pre                                     Post License
                                         Common       % (fully       Common    ESOP (Common                   % (fully
Name of Shareholder                      Stock        diluted)       Stock        Stock)        Total FD      diluted)
-------------------                      -----        --------       -----        ------        --------      --------
<S>                                   <C>              <C>        <C>                          <C>             <C>
Current Shareholders & Investors*     37,000,000       76.88%     37,000,000                   37,000,000      66.50%
Odded Schwartz **                     11,126,951       23.12%     11,126,951                   11,126,951      20.00%
Sarah Ferber                                                                    2,781,905      2,781,905        5.00%
Patent Attorney                                                                 1,390,952      1,390,952        2.50%
Vered Caplan                                            0.00%             --    3,338,285      3,338,285        6.00%
Total                                 48,126,951      100.00%                   7,511,142      55,638,093        100%
</TABLE>

*    investors  1,500,000  (this includes shares to be issued at the closing and
     shares issuable upon the exercise of warrants).

**   See also option granted by Mr. Guilbert Cuison and Mr. Jerome Golez